<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 2)*
UNDER THE SECURITIES EXCHANGE ACT OF 1934
IVI PUBLISHING, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of Class of Securities)
450707 10 4
(CUSIP Number)
<TABLE>
<S><C>
Wayne William Mills William M. Mower, Esq.
The Colonnade, Suite 290 Maslon Edelman Borman & Brand, LLP
5500 Wayzata Boulevard 3300 Norwest Center
Golden Valley, Minnesota 55416 Minneapolis, Minnesota 55402
- ---------------------------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
</TABLE>
SEPTEMBER 10, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13-1(b)(3) or (4), check the following box[ ].
Check the following box if a fee is being paid with the statement[ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 5
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 450707 10 4 PAGE 2 OF 5 PAGES
---------------- --- -----
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WAYNE WILLIAM MILLS TAMARA KOTTOM-MILLS
S.S. No. ###-##-#### S.S. No. ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) OR 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY ---------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 529,500
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
529,500
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
529,500 Shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / /
EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON *
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
2 OF 5
<PAGE> 3
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 2 ("Amendment No. 2") dated September 17, 1997 to
the Statement on Schedule 13D dated October 4, 1996, as previously amended by
Amendment No. 1 dated January 21, 1997 (as amended, the "Schedule 13D") relates
to the Common Stock, $.01 par value per share (the "Common Stock") of IVI
Publishing, Inc., a Minnesota corporation (the "Issuer"), and is being filed by
Wayne William Mills and Tamara Kottom-Mills pursuant to Rule 13d-2(a) under
the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Unless otherwise indicated, each capitalized term used herein but not
otherwise defined shall have the meaning assigned to such term in the Schedule
13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The aggregate purchase price of the purchases identified in response
to Item 5(c) was $516,925. All such purchases were paid for with personal
funds. All securities identified in response to Item 5(c) were acquired by open
market purchases.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Persons together beneficially own 529,500 shares
of the outstanding Common Stock of the Issuer, of which 470,000 are in the name
of Wayne Mills and 59,500 are in the name of Tamara Mils. The total of 529,500
shares represents approximately 6.9% of the outstanding Common Stock (based
upon 7,662,850 shares outstanding on July 28, 1997, the date of the Issuer's
most recent filing with the Securities and Exchange Commission).
(b) The Reporting Persons share voting and dispositive power with
respect to a total of 529,500 shares.
(c) Listed below are all transactions effected in the Issuer's
Common Stock by the Reporting Persons since the filing of Amendment No. 1:
<TABLE>
<CAPTION>
Reporting Type of Number Price per
Person Transaction Trade Date of Shares Share
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Wayne Mills Buy 2/25/97 30,000 $3.25
Wayne Mills Buy 3/25/97 20,000 3.00
Wayne Mills Sell 4/03/97 25,000 2.74
Wayne Mills Sell 4/03/97 10,000 2.74
Wayne Mills Sell 4/07/97 25,000 3.10
Wayne Mills Buy 4/09/97 10,000 3.00
Wayne Mills Buy 4/24/97 20,000 2.53
Wayne Mills Buy 4/25/97 30,000 2.50
Wayne Mills Buy 6/24/97 10,000 3.625
Tamara Mills Buy 7/03/97 7,500 4.01
Wayne Mills Sell 7/16/97 10,000 4.00
Wayne Mills Buy 9/10/97 50,000 2.75
</TABLE>
Page 3 of 5
<PAGE> 4
(d) Not applicable.
(e) Not applicable. The Reporting Persons still beneficially own
more than five percent of the Issuer's outstanding Common Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
.1. Agreement between the Reporting Persons relating to the filing of
joint acquisition statements pursuant to Rule 13d-1(f).
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: September 17, 1997
By /s/ Wayne William Mills
--------------------------------
Wayne William Mills
By /s/ Tamara Kottom-Mills
--------------------------------
Tamara Kottom-Mills
Page 4 of 5
<PAGE> 1
EXHIBIT 1
AGREEMENT
The undersigned hereby consent to the filing of this report on
Schedule 13D on behalf of each of them.
Dated: September 17, 1997
By /s/ Wayne William Mills
--------------------------------
Wayne William Mills
By /s/ Tamara Kottom-Mills
-------------------------------
Tamara Kottom-Mills
Page 5 of 5
