<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Wickes, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
967 446 105
(CUSIP Number)
Gary M. Goltz
Imagine Investments, Inc.
8150 North Central Expressway, Suite 1901
Dallas, Texas 75206
(214) 365-1900
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 12, 1998
(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(v)(3) or (4), check the following box [_].
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).
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CUSIP No. 967 446 105
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1) Names of Reporting Person's I.R.S. Identification Nos. of Above
Persons (entities only) James M. Fail
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [_]
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3) SEC Use Only
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4) Source of Funds (See Instructions) WC
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5) Check 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 Texas
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Number of (7) Sole Voting Power --
Shares ------------------------------------------------------------
Beneficially (8) Shared Voting Power 1,000,000
Owned by Each ------------------------------------------------------------
Reporting Person (9) Sole Dispositive Power --
With ------------------------------------------------------------
(10) Shared Dispositive Power 1,000,000
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 0
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [_]
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13) Percent of Class Represented by Amount in Row (11) 0%
- --------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions) IN
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<PAGE>
CUSIP No. 967 446 105
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1) Names of Reporting Person's I.R.S. Identification Nos. of Above
Persons (entities only) James M. Fail
Living Trust
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [_]
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3) SEC Use Only
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4) Source of Funds (See Instructions) WC
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5) Check 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 Alaska
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Number of (7) Sole Voting Power --
Shares ------------------------------------------------------------
Beneficially (8) Shared Voting Power 1,000,000
Owned by Each ------------------------------------------------------------
Reporting Person (9) Sole Dispositive Power --
With ------------------------------------------------------------
(10) Shared Dispositive Power 1,000,000
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 0
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [_]
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13) Percent of Class Represented by Amount in Row (11) 0%
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14) Type of Reporting Person (See Instructions) 00
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<PAGE>
CUSIP No. 967 446 105
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1) Names of Reporting Person's I.R.S. Identification Nos. of Above
Persons (entities only) Stone Holdings,
Inc.
75-2681508
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [_]
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3) SEC Use Only
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4) Source of Funds (See Instructions) WC
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5) Check 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 Delaware
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Number of (7) Sole Voting Power --
Shares ------------------------------------------------------------
Beneficially (8) Shared Voting Power 1,000,000
Owned by Each ------------------------------------------------------------
Reporting Person (9) Sole Dispositive Power --
With ------------------------------------------------------------
(10) Shared Dispositive Power 1,000,000
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11) Aggregate Amount Beneficially Owned by Each Reporting Person 0
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [_]
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13) Percent of Class Represented by Amount in Row (11) 0%
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14) Type of Reporting Person (See Instructions) HC
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<PAGE>
CUSIP No. 967 446 105
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1) Names of Reporting Person's I.R.S. Identification Nos. of Above
Persons (entities only) Imagine
Investments, Inc.
75-270944
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [_]
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3) SEC Use Only
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4) Source of Funds (See Instructions) WC
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5) Check 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 Delaware
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power --
Shares ------------------------------------------------------------
Beneficially (8) Shared Voting Power 1,000,000
Owned by Each ------------------------------------------------------------
Reporting Person (9) Sole Dispositive Power --
With ------------------------------------------------------------
(10) Shared Dispositive Power 1,000,000
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 0
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [_]
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13) Percent of Class Represented by Amount in Row (11) 0%
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14) Type of Reporting Person (See Instructions) CO
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<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer
This statement relates to the common stock, par value $.01 per share (the
"Shares"), of Wickes, Inc. (the "Corporation"), which is located at 706 North
Deerpath Drive, Vernon Hills, Illinois 60061.
Item 2. Identity and Background
This statement is filed by Imagine Investments, Inc., a Delaware
corporation, which is located at 8150 North Central Expressway, Suite 1901,
Dallas, Texas 75206. Imagine Investments, Inc. is a wholly-owned subsidiary of
Stone Investments, Inc., a wholly-owned subsidiary of Stone Capital, Inc., a
wholly-owned subsidiary of Stone Holdings, Inc., which is wholly owned by the
James M. Fail Living Trust dated December 18, 1996, which is exclusively
controlled by James M. Fail. All of these parties (the "Reporting Persons")
share the above address. For information required by instruction C to Schedule
13D with respect to the executive officers and directors of the foregoing
corporations (collectively, "Covered Persons"), please see Schedule I annexed
hereto and incorporated herein by reference. The corporations do not engage in
any business activity other than holding the common stock of their subsidiaries.
During the last five years, none of these parties have been convicted in a
criminal proceeding. During the last five years, none of these parties have been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction or been subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding a violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration:
The working capital of Imagine Investments, Inc. and its parent, Stone
Investments, Inc., was used in making the purchase.
Item 4. Purpose of Transaction:
The transaction is solely for investment purposes.
Item 5. Interest in Securities of the Issuer:
(a) Imagine Investments, Inc. is the direct beneficial owner of 1,000,000
Shares, including an option to purchase 550,000 Shares (the "Option").
The Option is not exercisable to the extent that such exercise would
cause Imagine Investments, Inc. to be deemed an Interested Stockholder
within the meaning of Section 203 of the Delaware General Corporation
Law (an "Interested Stockholder"), unless, prior to exercise of the
Option the Board of Directors of Wickes, Inc. approves Imagine
Investments, Inc.'s acquiring 15% or more of the outstanding common
stock of
<PAGE>
Wickes, Inc. so as to prevent Imagine Investments, Inc. and its
affiliates from becoming an Interested Stockholder. Robert T. Shaw, the
President of Imagine Investments, Inc., is the beneficial owner of
375,728 shares of the common stock of Wickes, Inc. His percentage
ownership in Wickes, Inc. may be aggregated with that of Imagine
Investments, Inc. for the purpose of determining whether Imagine
Investments, Inc. is an Interested Stockholder. Imagine Investments,
Inc. beneficially owns approximately 12.2% of the Shares outstanding on
November 15, 1998, not including those Shares beneficially owned by Mr.
Shaw. By virtue of the relationships described under Item 2 of this
statement, each of the other Reporting Persons may be deemed to share
indirect beneficial ownership of the Shares directly beneficially owned
by Imagine Investments, Inc.
(b) Imagine Investments, Inc. has the direct power to vote and direct the
disposition of the Shares held by it. By virtue of the relationships
described in Item 2, each of the Reporting Persons may be deemed to
share the indirect power to vote and direct the disposition of the
Shares.
(c) Not applicable.
(d) Imagine Investments, Inc. has the power to receive and the right to
direct the proceeds from the sale of the Shares held by it.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understanding or Relationships With Respect to
Securities of the Issuer:
On October 5, 1998, Riverside and Imagine entered into a Stock Purchase
Agreement dated the same date (the "Imagine Agreement") pursuant to
which, among other things, Imagine purchased 250,000 Shares from
Riverside. On November 4, Riverside and Imagine entered into an
amendment to the Imagine Agreement (the "First Amendment"). On November
12, Imagine purchased an additional 200,000 Shares from Riverside. On
November 18, Riverside and Imagine entered into another amendment to
the Imagine Agreement (the "Second Amendment" or, together with the
Imagine Agreement and the First Amendment, the "Amended Agreement").
Under the Amended Agreement, Imagine has (i) an option to acquire from
Riverside 550,000 Shares at a purchase price of $3.25 per Share in cash
(the "Option") and (ii) a right of first refusal with respect to all of
the Shares beneficially owned by Riverside (the "Right of First
Refusal"). The Option is exercisable for up to 550,000 Shares in whole
or in part on or before November 30, 1998.
Pursuant to the Right of First Refusal, prior to the date eighteen
months after October 5, 1998, Riverside may not effect any Disposition
(other than a Permitted Disposition) (in each case as defined in the
Imagine Agreement), except in compliance with the Right of First
Refusal. Prior to making any Disposition (other than a Permitted
Disposition), Riverside must first make an offer (an "Offer") to
Dispose of all of the Shares of which it desires to Dispose to Imagine,
specifying in reasonable detail, the nature of the transaction in which
Riverside wishes to Dispose of such Shares. If Imagine accepts an Offer
within 15
-2-
<PAGE>
days of the Offer in whole or in part, Riverside will be obligated to
Dispose of such Shares described in the Offer to Imagine on the terms
and conditions set forth in the Offer. If Imagine does not accept an
Offer within 15 days of the Offer, Riverside may at any time between
the 16th day and the closing of business on the 106th day after the
Offer make the Disposition described in the Offer. Notwithstanding
anything elsewhere contained in the Imagine Agreement, Imagine will not
be permitted to exercise the Right of First Refusal to the extent that
such exercise would cause any Person or Group (as defined in the Wickes
Indenture related to its 11 5/8% Senior subordinated Note due 2003 (the
"Wickes Indenture")), other than Riverside (as defined in the Wickes
Indenture), to beneficially own (within the meaning of Rule 13d-3 under
the Securities Exchange Act of 1934, as amended) any securities of
Wickes such that, as a result of such exercise, such Person or Group
beneficially owns, directly or indirectly, at least 30% of Wickes' then
outstanding voting securities entitled to vote on a regular basis for a
majority of the Board of Directors or other equivalent governing body
thereof, unless at such time Riverside beneficially owns an amount of
voting securities greater than the amount sold by such Person or Group.
In addition, under the Imagine Agreement, (i) Riverside represented
that it does not intend at any time within the next three years to
cause Wickes to issue any share of, or any securities or rights
convertible into or exchangeable or exercisable for, Wickes' voting
capital stock, other than pursuant to existing or future incentive,
compensation, benefit or similar plans and programs, (ii) Riverside
assigned its rights with respect to the shares of Common Stock acquired
under the Imagine Agreement under that certain registration rights
agreement dated September 2, 1993 between Riverside and Wickes with
respect to such shares, (iii) Riverside agreed to, and agreed to use
its best efforts to cause Wickes to, coordinate the various filings
with the Securities and Exchange Commission necessary or appropriate
with respect to the subject matter of the Imagine Agreement and related
matters, and (iv) upon request by Imagine, Riverside agreed to use its
best efforts to cause Wickes to effect the securities law registration
of Common Stock held by Imagine.
Item 7. Material to be Filed as Exhibits:
A Stock Purchase Agreement*
B First Amendment to Stock Purchase Agreement
C Second Amendment to Stock Purchase Agreement
*Pursuant to Item 101(a)(2)(ii) of Regulation S-T, this exhibit is
not required to be refiled with this filing.
-3-
<PAGE>
SIGNATURE
After reasonable inquiry, and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
/s/ James M. Fail
------------------------------------------
James M. Fail
Date: November 18, 1998
James M. Fail Living Trust
By: /s/ James M. Fail
--------------------------------------
Its: Trustee
--------------------------------------
Date: November 18, 1998
Stone Holdings, Inc.
By: /s/ Harry T. Carneal
--------------------------------------
Its: President
--------------------------------------
Date: November 18, 1998
Imagine Investments, Inc.
By: /s/ Robert T. Shaw
--------------------------------------
Its: President
--------------------------------------
Date: November 18, 1998
-4-
<PAGE>
SCHEDULE I
----------
Following are the executive officers and directors of all the corporate
entities:
<TABLE>
<CAPTION>
Stone Holdings, Inc.
- --------------------
<S> <C> <C>
Name Address Office
- ---- ------- ------
James M. Fail 8150 N. Central Expressway Director; Chairman of the Board,
Ste. 1901 Chief Executive Officer
Dallas, TX 75206
Harry T. Carneal 8150 N. Central Expressway Director, President, Secretary,
Ste. 1901 Treasurer
Dallas, TX 75206
Kathryn Fail Smith 4160 N. 49th Way Director, Vice President
Phoenix, AZ 85018
Robert I. Boykin 26 Bridal Path Lane Director, Vice President
Snowmass, CO 81615
Stone Capital, Inc.
- -------------------
Name Address Office
- ---- ------- ------
James M. Fail 8150 N. Central Expressway Director, Chairman of the Board,
Ste. 1901 Executive Committee
Dallas, TX 75206
Harry T. Carneal 8150 N. Central Expressway Director, Chief Executive
Ste. 1901 Officer, President, Treasurer,
Dallas, TX 75206 Secretary, Executive Committee
Kathryn Fail Smith 4160 N. 49th Way Director, Assistant Secretary
Phoenix, AZ 85018
Robert I. Boykin 26 Bridal Path Lane Director, Assistant Treasurer
Snowmass, CO 81615
R. Brad Oates 8150 N. Central Expressway Executive Vice President
Ste. 1900
Dallas, TX 75206
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Stone Investments, Inc.
- -----------------------
Name Address Office
- ---- ------- ------
<S> <C> <C>
James M. Fail 8150 N. Central Expressway Director, Chairman of the Board
Ste. 1901
Dallas, TX 75206
Harry T. Carneal 8150 N. Central Expressway Director, President, Treasurer
Ste. 1901
Dallas, TX 75206
R. Brad Oates 8150 N. Central Expressway Director, Executive Vice President
Ste. 1900
Dallas, TX 75206
Imagine Investments, Inc.
- -------------------------
Name Address Office
- ---- ------- ------
James M. Fail 8150 N. Central Expressway Director
Ste. 1901
Dallas, TX 75206
Harry T. Carneal 8150 N. Central Expressway Director
Ste. 1901
Dallas, TX 75206
Robert T. Shaw 8150 N. Central Expressway Director, President
Ste. 1900
Dallas, TX 75206
</TABLE>
<PAGE>
Amendment No. 1 to
Stock Purchase Agreement
------------------------
THIS AMENDMENT NO. 1 is entered into as of November 4, 1998, between
Riverside Group, Inc., a Florida corporation (the "Seller"), and Imagine
Investments, Inc., a Delaware corporation ("Purchaser").
Preamble
--------
The Seller and the Purchaser are parties to that certain Stock Purchase
Agreement dated as of October 5, 1998 (the "Agreement") and desire to modify
certain of the provisions thereof as set forth herein.
NOW THEREFORE, in consideration of the mutual covenants herein contained
and for other good and valuable consideration hereinafter set forth, the parties
hereto agree as follows:
1. Definitions. Capitalized terms used herein without definition that are
defined in the Agreement shall have the same meanings herein as therein.
2. Amendment of Section 1.02 of the Agreement. Section 1.02(b) of the
Agreement is hereby amended as follows:
(a) The reference to "November 4" contained in the first sentence (but not
anywhere else) is hereby changed to "November 19."
(b) The reference to "November 14" is hereby changed to "November 30."
3. Miscellaneous. This Amendment No. 1 may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. To the extent not
inconsistent with this Amendment No. 1, the Agreement remains in full force and
effect. The Agreement, as amended by this Amendment No. 1, supersedes all prior
negotiations and agreements (written or oral) among the parties with respect to
the subject matter covered thereby and constitutes the entire understanding
among the parties thereto.
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed on its behalf, by an officer thereunto duly authorized, all as of
the date first above written.
IMAGINE INVESTMENTS, INC.
By /s/ Harry T. Carneal
------------------------------------
Name: Harry T. Carneal
Title: Director
"Purchaser"
RIVERSIDE GROUP, INC.
By /s/ J. Steven Wilson
------------------------------------
Name: J. Steven Wilson
Title: President
"Seller"
2
<PAGE>
Amendment No. 2 to
Stock Purchase Agreement
------------------------
THIS AMENDMENT NO. 2 is entered into as of November 18, 1998, between
Riverside Group, Inc., a Florida corporation (the "Seller"), and Imagine
Investments, Inc., a Delaware corporation ("Purchaser").
Preamble
--------
The Seller and the Purchaser are parties to that certain Stock Purchase
Agreement dated as of October 5, 1998 (the "Agreement") and Amendment No. 1 to
the Agreement dated November 4, 1998, and desire to modify certain of the
provisions thereof as set forth herein.
NOW THEREFORE, in consideration of the mutual covenants herein contained
and for other good and valuable consideration hereinafter set forth, the parties
hereto agree as follows:
1. Definitions. Capitalized terms used herein without definition that are
defined in the Agreement shall have the same meanings herein as therein.
2. Amendment of Section 1.02 of the Agreement. Section 1.02(b) of the
Agreement is hereby amended as follows:
(a) The reference to "November 4" contained in the first sentence of
the Agreement (but not anywhere else) and as amended to November 19 in Amendment
No. 1 is hereby changed to "November 30."
3. Miscellaneous. This Amendment No. 2 may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. To the extent not
inconsistent with this Amendment No. 2 and Amendment No. 1, the Agreement
remains in full force and effect. The Agreement, as amended by Amendment No. 1
and this Amendment No. 2, supersedes all prior negotiations and agreements
(written or oral) among the parties with respect to the subject matter covered
thereby and constitutes the entire understanding among the parties thereto.
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed on its behalf, by an officer thereunto duly authorized, all as of
the date first above written.
IMAGINE INVESTMENTS, INC.
By /s/ Harry T. Carneal
------------------------------------
Name: Harry T. Carneal
Title: Director
"Purchaser"
RIVERSIDE GROUP, INC.
By /s/ J. Steven Wilson
------------------------------------
Name: J. Steven Wilson
Title: President
"Seller"
2
