<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
January 28, 1999
(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
- --------------------------------------------------------------------------------
1) Names of Reporting Person's I.R.S. Identification Nos. of Above
Persons (entities only) James M. Fail
- --------------------------------------------------------------------------------
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 1,082,000
Owned by Each ------------------------------------------------------------
Reporting Person (9) Sole Dispositive Power --
With ------------------------------------------------------------
(10) Shared Dispositive Power 1,082,000
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 0
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [_]
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
1) Names of Reporting Person's I.R.S. Identification Nos. of Above
Persons (entities only) James M. Fail
Living Trust
- --------------------------------------------------------------------------------
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 1,082,000
Owned by Each ------------------------------------------------------------
Reporting Person (9) Sole Dispositive Power --
With ------------------------------------------------------------
(10) Shared Dispositive Power 1,082,000
- --------------------------------------------------------------------------------
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 1,082,000
Owned by Each ------------------------------------------------------------
Reporting Person (9) Sole Dispositive Power --
With ------------------------------------------------------------
(10) Shared Dispositive Power 1,082,000
- --------------------------------------------------------------------------------
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) 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
- --------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization Delaware
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power --
Shares ------------------------------------------------------------
Beneficially (8) Shared Voting Power 1,082,000
Owned by Each ------------------------------------------------------------
Reporting Person (9) Sole Dispositive Power --
With ------------------------------------------------------------
(10) Shared Dispositive Power 1,082,000
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 0
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [_]
- --------------------------------------------------------------------------------
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. ("Imagine"), a
Delaware corporation, which is located at 8150 North Central Expressway, Suite
1901, Dallas, Texas 75206. Imagine 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 and lending
money to third parties. 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 and its parent, Stone Investments, Inc. and
its parent, 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 1,082,000
Shares.
<PAGE>
Imagine beneficially owns approximately 13.2% of the Shares outstanding
on December 31, 1998. 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.
(b) Imagine 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 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 12, 1998, Imagine purchased an additional
200,000 Shares from Riverside. On November 18, 1998, Riverside and
Imagine entered into another amendment to the Imagine Agreement (the
"Amendment" or, together with the Imagine Agreement, the "Amended
Agreement"). Under the Amended Agreement, Imagine had (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"). Imagine has previously exercised a portion
of the option and purchased 185,000 Shares of Common Stock from
Riverside. Imagine also purchased an additional 82,000 Shares of Common
Stock from Riverside independent of the Option. On January 22, 1999,
Riverside and Imagine agreed to extend the exercise deadline under the
Option until January 25, 1999 and then agreed upon a further extension
until January 29, 1999. On January 26, 1999 Imagine exercised the
remainder of the Option and on January 28, 1999 purchased 365,000
Shares from Riverside.
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 Amendment to Stock Purchase Agreement, extending the option exercise
deadline
C Letter, dated January 26, 1999, of Imagine to Riverside, regarding
the exercise of the Option
*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: February 8, 1999
James M. Fail Living Trust
By: /s/ James M. Fail
--------------------------------------
Its: Trustee
--------------------------------------
Date: February 8, 1999
Stone Holdings, Inc.
By: /s/ Harry T. Carneal
--------------------------------------
Its: President
--------------------------------------
Date: February 8, 1999
Imagine Investments, Inc.
By: /s/ Robert T. Shaw
--------------------------------------
Its: President
--------------------------------------
Date: February 8, 1999
-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>
[Letterhead of Imagine Investments, Inc.]
Mr. Steve Wilson
Riverside Group, Inc.
7800 Delfort Pkwy.
Suite 100
Jacksonville, FL 32245
Re: Section 1.02(b) of the Stock Purchase Agreement dated October 5, 1998
(the "Agreement")
Dear Steve:
This letter is to confirm our conversation today that Riverside Group, Inc.
and Imagine Investments, Inc. have agreed to extend the date of exercise
referred to in the first sentence of Section 1.02(b) of the Agreement to January
29, 1999.
Sincerely,
/s/ Harry T. Carneal
Harry T. Carneal
ACCEPTED AND AGREED TO
effective January 25, 1999, notwithstanding
the date of execution.
RIVERSIDE GROUP, INC.
By: /s/ Steve Wilson
Steve Wilson
Its:
---------------------
<PAGE>
[LETTERHEAD OF IMAGINE INVESTMENTS, INC.]
January 26, 1999
Mr. Steve Wilson
Riverside Group, Inc.
7800 Belfort Parkway, #100
Jacksonville, FL 32245
Re: Exercise of Option and Designated Account
Dear Steve:
Imagine Investments, Inc. ("Imagine") hereby exercises its option to
purchase 365,000 shares of Wickes, Inc. (the "Shares") for $3.25 per share, for
a total purchase price of $1,186,250.00, subject to your agreement to the terms
of this letter agreement. Such purchase is made pursuant to the Stock Purchase
Agreement dated October 5, 1998, between Riverside Group, Inc. ("Riverside") and
Imagine, as amended (the "Option Agreement"). The funds to purchase the 365,000
shares will be wired to Riverside on or before February 1, 1999. You have agreed
to, as promptly as possible, deliver to Imagine a certificate(s) for the Shares,
free and clear of all liens, pledges and security interests.
In order to induce us to exercise the option to purchase additional stock
pursuant to the Option Agreement, Riverside and Imagine agree to the following
terms:
1. Deposit of Funds. Riverside agrees that $650,000 of the $1,186,250.00
consideration for the purchase from Riverside of the Shares will be
directly wired by Imagine into a segregated bank account of Riverside
("Designated Account") at a bank in Jacksonville, Florida to be
selected by Riverside. Such Designated Account will be opened by
Riverside on or before January 29, 1999. If the Designated Account has
not been opened by January 29, 1999, Imagine may refuse to purchase
the Shares, purchase the shares as soon as the Designated Account has
been opened, or elect to purchase the Shares and place the purchase
price in an escrow account with a third party until such time as the
Designated Account has been opened.
2. Release of Funds.
a. Signatures Required. Amounts in the Designated Account, including
any interest earned on such amounts, may be released only with the
signature of one
<PAGE>
person from Category A below (each, a "Riverside Signer") and one person
from Category B below (each, an "Imagine Signer"):
Category A Category B
---------- ----------
Steve Wilson Harry T. Carneal
Catherine Gray B. Kent Hill
Robert T. Shaw
Riverside shall not permit, without the prior written consent of Imagine,
any changes to be made to the Imagine Signers or to the number and type of
persons whose signatures are needed to withdraw funds from the Designated
Account; provided, however, that Riverside shall be permitted to change the
persons who are Riverside Signers without the consent of Imagine.
b. Amount and Timing of Withdrawals. The parties agree to permit funds to
be withdrawn from the Designated Account as necessary for payment of interest on
that certain Subordinated Note Agreement, dated August 31, 1989, in an amount of
up to $12 million, and related documents, which debentures are due September 30,
1999 (the "Sub-Debt"). Such funds may not be used for any other purpose other
than the payment of interest on the Sub-Debt.
c. Request for Withdrawal. Upon a written request from Riverside to
Imagine, signed by the chief executive officer and chief financial officer of
Riverside, requesting withdrawal of funds from the Designated Account to be used
specifically to pay interest on the Sub-Debt and specifying the amount requested
to be withdrawn from the Designated Account, one of the Imagine Signers will
execute a check(s) made payable to the holders (or their designee) of the "Sub-
Debt."
Should you agree to the terms of this letter agreement, please sign below.
Thank you.
Sincerely,
/s/ Harry T. Carneal
Harry T. Carneal
AGREED TO BY:
RIVERSIDE GROUP, INC.
By: /s/ J. Steven Wilson
---------------------------
Name: J. Steven Wilson
Title: Chairman, President, CEO
Date: January 28, 1999
