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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 3)*
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ONHEALTH NETWORK COMPANY
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of Class of Securities)
68272W 10 7
(CUSIP Number)
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
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
NOVEMBER 6, 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 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box[ ].
*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).
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SCHEDULE 13D
CUSIP No. 68272W 10 7 Page 2 of 5 Pages
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1 Name of Reporting Persons
S.S. or I.R.S. Identification No. of Above Persons
WAYNE WILLIAM MILLS TAMARA KOTTOM-MILLS
S.S. No. ###-##-#### S.S. No. ###-##-####
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2 Check The Appropriate Box if a Member Of a Group* (a) [X]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds*
PF
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5 Check Box If Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization
USA
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7 Sole Voting Power
0
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Number of 8 Shared Voting Power
Shares
beneficially 863,750
owned --------------------------------------------------------
by each 9 Sole Dispositive Power
reporting
Person with: 0
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10 Shared Dispositive Power
863,750
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
863,750 shares
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12 Check Box if the Aggregate amount in Row (11) Excludes Certain
Shares* [ ]
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13 Percent of Class Represented by Amount in Row (11)
8.0%
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14 Type of Reporting Person*
IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER.
This Amendment No. 3 ("Amendment No. 3") dated October 8, 1998 to the
Statement on Schedule 13D dated October 4, 1996, as previously amended by
Amendment No. 1 dated January 21, 1997 and by Amendment No. 2 dated September
17, 1997 (as amended, the "Schedule 13D") relates to the Common Stock, $.01 par
value per share (the "Common Stock") of OnHealth Network Company, a Washington
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"). The address of the principal executive
offices of the Issuer is 808 Howell Street, Suite 400, Seattle, Washington
98101.
The Issuer was formerly known as IVI Publishing, Inc., a Minnesota
corporation ("IVI"). On June 16, 1998, IVI was reincorporated in Washington as
OnHealth Network Company pursuant to a merger of IVI with a wholly-owned
Washington subsidiary corporation of IVI.
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) (net of proceeds of sales identified in response to Item 5(c)) was
$1,286,250. 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 863,750 shares of
the outstanding Common Stock of the Issuer, of which 613,750 are in the name of
Wayne Mills and 250,000 are in the name of Tamara Mils. The total of 863,750
shares represents approximately 8.0% of the outstanding Common Stock (based upon
10,810,631 shares outstanding on August 10, 1998, as reported in 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 863,750 shares.
(c) Listed below are all transactions effected in the Issuer's Common
Stock by the Reporting Persons within the preceding 60 days:
<TABLE>
<CAPTION>
Reporting Type of Number Price per
Person Transaction Trade Date of Shares Share
- ---------------------- ----------------- ------------------- ------------------- -------------------
<S> <C> <C> <C> <C>
Tamara Mills Buy 8/12/98 100,000 $6.19
Tamara Mills Buy 8/14/98 25,000 6.13
Tamara Mills Buy 8/17/98 25,000 6.38
Wayne Mills Sell 8/19/98 10,000 6.44
Wayne Mills Sell 8/20/98 10,000 6.50
Tamara Mills Sell 8/25/98 10,000 6.00
Wayne Mills Buy 8/26/98 20,000 5.19
</TABLE>
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<TABLE>
<CAPTION>
Reporting Type of Number Price per
Person Transaction Trade Date of Shares Share
- ---------------------- ----------------- ------------------- ------------------- -------------------
<S> <C> <C> <C> <C>
Tamara Mills Buy 8/26/98 10,000 5.25
Wayne Mills Buy 8/28/98 15,000 4.88
Wayne Mills Sell 8/31/98 5,000 4.88
Wayne Mills Buy 9/15/98 15,000 3.94
Tamara Mills Sell 9/18/98 25,000 4.32
Tamara Mills Buy 9/23/98 25,000 4.00
Wayne Mills Buy 9/24/98 25,000 4.06
Tamara Mills Buy 9/25/98 5,000 3.93
Tamara Mills Sell 9/28/98 5,000 4.13
Wayne Mills Buy 10/1/98 50,000 3.75
</TABLE>
(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: October 8, 1998
By /s/ Wayne William Mills
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Wayne William Mills
By /s/ Tamara Kottom-Mills
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Tamara Kottom-Mills
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EXHIBIT 1
AGREEMENT
The undersigned hereby consent to the filing of this report on Schedule
13D on behalf of each of them.
Dated: October 8, 1998
By /s/ Wayne William Mills
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Wayne William Mills
By /s/ Tamara Kottom-Mills
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Tamara Kottom-Mills
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