<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ______)*
SUCCESSORIES, INC.
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- -------------------------------------------------------------------------------
(Title of Class of Securities)
0008645911
- -------------------------------------------------------------------------------
(CUSIP Number)
J. David Washburn, Esq.
Arter & Hadden
1717 Main Street, Suite 4100
Dallas, Texas 75201 (214) 761-4309
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 16, 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(b)(3) or (4), check the following
box. [ ]
Check the following box if a fee is being paid with this 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 (5%)
of the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of less than five percent
(5%) 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, as amended (the "Exchange Act") or otherwise subject to
the liabilities of that section of the Exchange Act but shall be subject to all
other provisions of the Exchange Act (however, see the Notes).
<PAGE> 2
CUSIP No. 20038K109 13D
<TABLE>
<S> <C> <C> <C>
(1) Name of Reporting Person Infinity Investors Limited
I.R.S. Identification N/A
No. of Above Person
(2) Check the Appropriate Box if a (a)[X]
Member of a Group* (b)[ ]
(3) SEC Use Only
(4) Source of Funds* WC
(5) Check Box if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization Nevis, West Indies
Number of Shares (7) Sole Voting 0
Power
Beneficially
(8) Shared Voting 0
Owned by Each Power
Reporting Person (9) Sole Dispositive 0
Power
with:
(10) Shared Dispositive 0
Power
(11) Aggregate Amount Beneficially Owned 0
by Each Reporting Person
(12) Check Box if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares*
(13) Percent of Class Represented by 0.0%
Amount in Row (11)
(14) Type of Reporting Person* CO
* SEE INSTRUCTIONS
</TABLE>
<PAGE> 3
CUSIP No. 20038K109 13D
<TABLE>
<S> <C> <C> <C>
(1) Name of Reporting Person Seacrest Capital Limited
I.R.S. Identification N/A
No. of Above Person
(2) Check the Appropriate Box if a (a){X]
Member of a Group* (b)[ ]
(3) SEC Use Only
(4) Source of Funds* WC
(5) Check Box if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization Nevis, West Indies
Number of Shares (7) Sole Voting 0
Power
Beneficially
(8) Shared Voting 0
Owned by Each Power
Reporting Person (9) Sole Dispositive 0
Power
with:
(10) Shared Dispositive 0
Power
(11) Aggregate Amount Beneficially Owned 0
by Each Reporting Person
(12) Check Box if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares*
(13) Percent of Class Represented by 0.0%
Amount in Row (11)
(14) Type of Reporting Person* CO
</TABLE>
* SEE INSTRUCTIONS
<PAGE> 4
CUSIP No. 20038K109 13D
<TABLE>
<C> <C> <C> <C>
(1) Name of Reporting Person Fairway Capital Limited
I.R.S. Identification N/A
No. of Above Person
(2) Check the Appropriate Box if a (a){X]
Member of a Group* (b)[ ]
(3) SEC Use Only
(4) Source of Funds* WC
(5) Check Box if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization Nevis, West Indies
Number of Shares (7) Sole Voting 0
Power
Beneficially
(8) Shared Voting 0
Owned by Each Power
Reporting Person (9) Sole Dispositive 0
Power
with:
(10) Shared Dispositive 0
Power
(11) Aggregate Amount Beneficially Owned 0
by Each Reporting Person
(12) Check Box if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares*
(13) Percent of Class Represented by 0.0%
Amount in Row (11)
(14) Type of Reporting Person* CO
</TABLE>
* SEE INSTRUCTIONS
<PAGE> 5
SCHEDULE 13D
Filed Pursuant to Rule 13d-1
1. SECURITY AND ISSUER.
This Statement on Schedule 13D (this "Statement") relates to the
common stock, $.01 par value per share (the "Common Stock"), of
Successories, Inc., an Illinois corporation, which has its principal
executive offices located at 919 Springer Drive, Lombard, Illinois
60148 (the "Issuer").
2. IDENTITY AND BACKGROUND.
Group Filing Pursuant to rule 13d-1(f)(1) promulgated under the
Only Securities Exchange Act of 1934, as amended (the
"Exchange Act"), this Statement is filed jointly by
Infinity Investors Limited, a Nevis, West Indies
business corporation ("Infinity"), (ii) Seacrest
Capital Limited, a Nevis, West Indies business
corporation ("Seacrest") and (iii) Fairway Capital
Limited, a Nevis, West Indies business corporation
("Fairway" and collectively with Infinity and
Seacrest, the "Reporting Persons") as a "group" as
such term is used in Rule 13d-5 of the Exchange Act.
However, each of such Reporting Persons expressly
states that it is included in this Statement solely
for the purpose of presenting information with
respect to the ownership of the Common Stock of the
Issuer and disclaims any knowledge as to any
statements made herein by or on behalf of the other
Reporting Persons. Each of the Reporting persons
disclaims beneficial ownership of the shares of
Common Stock held (or acquirable upon exercise of
derivative securities held, if any) by the other
Reporting Persons pursuant to Rule 13d-4 of the
Exchange Act. The Reporting Persons have included as
Exhibit 99.1 to this Statement an agreement in
writing that this Statement is filed on behalf of
each of them.
(a) - (c) Each of the Reporting Persons is principally
and (f) engaged in the business of acquiring, holding,
selling, trading, exchanging or otherwise investing
in securities and other financial assets. The
principal business and principal office address of
each of the Reporting Persons is located at Memorial
Square, P. O. Box 556, Charleston, Nevis, West
Indies. The mailing address of each of the Reporting
Persons is 27 Wellington Street, Cork, Ireland. The
name, citizenship (or place of organization, as
applicable), business address, present principal
occupation or employment of each of the executive
officers, directors and persons who may be deemed in
control of Infinity, if any, (and the executive
officers and directors of any entity which could be
deemed ultimately in control of Infinity) are set
forth on Schedule 1 attached hereto and incorporated
herein by reference. Such persons are collectively
referred to herein as the "Infinity Individuals."
The name, citizenship (or place of organization, as
applicable), business address, present principal
occupation or employment of each of the executive
officers, directors and
<PAGE> 6
persons who may be deemed in control of Seacrest, if
any, (and the executive officers and directors of
the entity which could be deemed ultimately in
control of Seacrest) are set forth on Schedule 2
attached hereto and incorporated herein by
reference. Such persons are collectively referred to
herein as the "Seacrest Individuals." The name,
citizenship (or place of organization, as
applicable), business address, present principal
occupation or employment of each of the executive
officers, directors and persons who may be deemed in
control of Fairway, if any, (and the executive
officers and directors of the entity which could be
deemed ultimately in control of Fairway) are set
forth on Schedule 3 attached hereto and incorporated
herein by reference. Such persons are collectively
referred to herein as the "Fairway Individuals" and
collectively with the Infinity Individuals and the
Seacrest Individuals, the "Individuals."
(d) - (e) During the last five (5) years, none of the
Reporting Persons nor any of the Individuals has
been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) and none
of the Reporting Persons nor any of the Individuals
is a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction such
that, as a result of such proceeding, any of the
Reporting Persons or any of the Individuals was or
is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or
mandating activity subject to, federal or state
securities laws or finding any violation with
respect to such laws.
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As described in further detail in the paragraphs below, effective July
16, 1997, the Reporting Persons, as a group, acquired 905,666 shares
of Common Stock (the "Conversion Shares") directly from the Issuer in
connection with the conversion of an aggregate of 989 shares of Series
B Cumulative Convertible Preferred Stock, par value $100 per share, of
the Issuer (the "Series B Stock") issued by the Issuer to the
Reporting Persons on December 17, 1996. On such date, the Issuer
issued and sold 970 shares of Series B Preferred Stock to Infinity and
242 shares of Series B Preferred Stock to Seacrest for an aggregate
purchase price of $4,001,650 and $998,350, respectively. The funds
used to acquire the Series B Stock were derived from the separate
working capital accounts of each of the Reporting Persons. Pursuant to
the terms of the applicable subscription documents, Infinity
transferred 242 shares of Series B Stock to Fairway effective January
1, 1997.
Pursuant to the terms of that Statement of Resolution Establishing
Series of Preferred Stock of the Issuer filed with the Secretary of
State of the State of Illinois on December 17, 1996 (the "Certificate
of Designation"), the Series B Stock is convertible, at the option of
the holder, into shares of Common Stock based upon a conversion price
determinable by reference to a formula contained in such Certificate
of Designation which is affected by the market price of the Common
Stock as of specified dates. Notwithstanding the foregoing, however,
the Series B Stock was not convertible at any time for any number of
shares of Common Stock in excess of that number which would render the
Reporting Persons the
<PAGE> 7
beneficial owner of 4.99% or more of the then issued and outstanding
shares of Common Stock of the Issuer (the "Ownership Cap").
Effective July 16, 1997, the Issuer agreed to waive the Ownership Cap
with respect to the shares of Series B Stock held by the Reporting
Persons which then remained unconverted. As a result, effective July
16, 1997 the Reporting Persons converted an aggregate of 989 shares of
the Series B Stock at a conversion price of $5.46 per share and
acquired 905,666 shares of Common Stock thereby. After the conversion,
the Reporting Persons retained a total of 92 shares of Series B Stock.
Accordingly, pursuant to Rule 13d-3(d)(1) promulgated under the
Securities Exchange Act of 1934, as amended, the Reporting Persons
became the beneficial owners of 989,916 shares of Common Stock, or
approximately 16.9% of the outstanding Common Stock of the Issuer
(based on 5,774,843 shares of Common Stock outstanding at May 27,
1997) immediately upon waiver of the Ownership Cap. Specifically, the
Reporting Persons held 905,666 shares of Common Stock directly and
could be deemed to beneficially own an additional 84,250 shares of
Common Stock acquirable upon exercise of the remaining Series B Stock.
Thereafter, on July 16, 1997, the Reporting Persons disposed of
905,666 shares of Common Stock in a single privately negotiated
transaction at an average price of $5.4738 per share or an aggregate
sales price of approximately $4,957,000. In addition, effective July
16, 1997, the Reporting Persons sold the remaining 92 shares of Series
B Stock remaining unconverted back to the Issuer for a price of $5.00
per share or an aggregate sales price of $460,000. As a result, the
Reporting Persons held no shares of Common Stock (and no derivative
securities convertible, exchangeable or exercisable into Common Stock)
on the date hereof.
4. PURPOSE OF TRANSACTION.
The Reporting Person acquired the Series B Stock and the underlying
Conversion Shares from the Issuer for investment purposes only.
Although the Reporting Person has no present intention to acquire any
additional shares of Common Stock of the Issuer, it may, based upon a
number of factors, including the Reporting Person's evaluation of the
Issuer's business prospects and financial condition, the market for
the Issuer's shares, general economic and stock market conditions and
other investment opportunities, acquire additional shares of Common
Stock of the Issuer.
The Reporting Person has no present plans to cause the Issuer to
engage in any extraordinary corporate transactions; to effect any
change of the Issuer's management or its directors, business,
corporate structure, capitalization, dividend policy, Certificate of
Incorporation or Bylaws; or to delete, delist or terminate the
registration of any securities of the Issuer.
5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Immediately upon the Issuer's waiver of the Ownership Cap as
described in Item 3 above (July 16, 1997) the aggregate
number of shares of Common Stock which may be deemed to have
been beneficially owned by
<PAGE> 8
the Reporting Persons, as a group, as of such date was
989,916 shares (of which an aggregate of 84,250 shares of
Common Stock were acquirable upon exercise of the remaining
Series B Stock) constituting approximately 16.9% of the
outstanding Common Stock of the Issuer (based on 5,774,843
shares of Common Stock outstanding at May 27, 1997 pursuant
to information received from the Issuer).
(b) Individually, and without reference to the "group" described
above, Infinity, Seacrest and Fairway may have been deemed
to be the beneficial owners of 593,950 (of which 50,550
shares were acquirable upon exercise of the Series B Stock),
197,983 (of which 16,850 shares were acquirable upon
exercise of the Series B Stock) and 197,983 (of which 16,850
shares were acquirable upon exercise of the Series B Stock)
shares of Common Stock, respectively, upon waiver of the
Ownership Cap. Accordingly, based upon information received
from the Issuer, Infinity, Seacrest and Fairway could have
been deemed to be the beneficial owners of 10.2%, 3.4% and
3.4%, respectively, of the outstanding Common Stock of the
Issuer.
(c) During the sixty (60) days prior to the waiver of the
Ownership Cap, the Reporting Persons effected the following
additional transactions in the shares of Common Stock of the
Issuer.
<TABLE>
<CAPTION>
Reporting Person
---------------------------------- Average
Date Transaction Infinity Seacrest Fairway Price/Share Amount
---- ----------- -------- -------- ------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
5/19/97 Market Sale 300 100 100 5.875 2,937.50
5/20/97 Market Sale 12,000 4,000 4,000 5.825 116,500.00
5/21/97 Short Sale(A) 1,500 500 500 5.75 14,375.00
5/22/97 Market Purchase(A) 1,500 500 500 5.75 14,375.00
6/09/97 Private Sale 22,500 7,500 7,500 5.73 214,875.00
</TABLE>
(d) Not applicable.
(e) The Reporting Person ceased to be the owner of more than
five percent (5%) of the Common Stock of the Issuer on July
16, 1996.
6. CONTRACTS, ARRANGEMENTS, OR UNDERSTANDINGS WITH RESPECT TO SECURITIES
OF THE ISSUER.
The Reporting Person has no other contracts, arrangements,
understandings, or relationships with any person with respect to any
securities of the issuer.
7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No. Exhibit
----------- -------
99.1 Joint Filing Agreement, dated July 30, 1997, between
Infinity Investors Limited, Seacrest Capital Limited and
Fairway Capital Limited
<PAGE> 9
SIGNATURE
After reasonable inquiry, I certify that to the best of my knowledge
and belief the information set forth in this Statement is true, complete and
correct.
Date: July 30, 1997
INFINITY INVESTORS LIMITED
By: /s/ James A. Loughran
------------------------
James A. Loughran
Director
SEACREST CAPITAL LIMITED
By: /s/ James E. Martin
------------------------
James E. Martin
President
FAIRWAY CAPITAL LIMITED
By: /s/ James E. Martin
------------------------
James E. Martin
President
Attention: Intentional misstatements or
omissions of fact constitute federal
criminal violations (see 18 U.S. C. 1001).
<PAGE> 10
SCHEDULE 1
INFORMATION REGARDING
INFINITY INVESTORS LIMITED
Set forth below is the name, citizenship (or place of organization, as
applicable), business address and present principal occupation or employment of
each director and executive officer of Infinity Investors Limited ("Infinity").
<TABLE>
<CAPTION>
NAME AND CITIZENSHIP OR PRESENT PRINCIPAL OCCUPATION POSITION WITH
PLACE OF ORGANIZATION BUSINESS ADDRESS OR EMPLOYMENT REPORTING PERSON
--------------------- ---------------- ------------- ----------------
<S> <C> <C> <C>
Cofides S.A.* P. O. Box 556 Nevis business corporation Vice President and
(Nevis, West Indies Charlestown, Nevis, which serves as fiduciary of Director
West Indies various entities
James A. Loughran 38 Hertford Street Lawyer Director
(Irish) London, England
W1Y 7TG
James E. Martin 38 Hertford Street Accountant Director
(British) London, England
W1Y 7TG
SECORP Limited 38 Hertford Street British corporation which Secretary
(Nevis, West Indies) London, England serves as the Secretary of
W1Y 7TG various entities
Margareta Hedstrom 37 Shepherd Street Business Executive President and
(Swedish) London, England Treasurer
W1Y 7LH
</TABLE>
* The members of the Board of Directors of Cofides S.A. are Ashly Bolt &
Co. Ltd. and Margareta Hedstrom.
Infinity advises that no persons and/or organizations control Infinity
(either individually or as a group) as that term is used in Instruction C to
Rule 13d-101 promulgated under the Securities Exchange Act of 1934, as amended.
<PAGE> 11
SCHEDULE 2
INFORMATION REGARDING
SEACREST CAPITAL LIMITED
Set forth below is the name, citizenship (or place of organization, as
applicable), business address and present principal occupation or employment of
each director and executive officer of Seacrest Capital Limited ("Seacrest").
<TABLE>
<CAPTION>
NAME AND CITIZENSHIP OR PRESENT PRINCIPAL POSITION WITH
PLACE OF ORGANIZATION BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT REPORTING PERSON
- ---------------------------- ------------------------ ------------------------ ----------------
<S> <C> <C> <C>
James E. Martin 38 Hertford Street Accountant President
(British) London, England
W1Y 7TG
SECORP Limited 38 Hertford Street British corporation which Secretary
(Nevis, West Indies) London, England serves as the Secretary of
W1Y 7TG various entities
Parchmore Incorporation* 80 Broad Street Liberian corporation which Director
(Liberia) Monrovia serves as the Director of
Liberia various entities
</TABLE>
* The director of Parchmore Incorporation is Wendover Limited, National
Bank Building, Nevis, West Indies.
Seacrest advises that Hunt Financial Partners, L.P., a Texas limited
partnership ("Hunt Financial") owns 75% of the equity interests of the sole
general partner (the "GP Entity") of a limited partnership which owns 100% of
the outstanding equity interests of Seacrest. As a result, Hunt Financial may
be deemed in control of Seacrest as that term is used in Instruction C to Rule
13d-101 promulgated under the Securities Exchange Act of 1934, as amended. The
remaining 25% of the equity interests in the GP Entity are held by John A.
(Pete) Bricker, Jr., an individual resident of the State of Texas. Hunt
Financial has informed Seacrest that the general partner of Hunt Financial is
Hunt Financial Group, L.L.C., a Delaware limited liability company, whose Board
of Managers consists of J. R. Holland, Jr., Clark K. Hunt and Lamar Hunt, each
an individual resident in the State of Texas.
<PAGE> 12
SCHEDULE 3
INFORMATION REGARDING
FAIRWAY CAPITAL LIMITED
Set forth below is the name, citizenship (or place of organization, as
applicable), business address and present principal occupation or employment of
each director and executive officer of Fairway Capital Limited ("Fairway").
<TABLE>
<CAPTION>
NAME AND CITIZENSHIP OR PRESENT PRINCIPAL POSITION WITH
PLACE OF ORGANIZATION BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT REPORTING PERSON
- ----------------------- ---------------- ------------------------ ----------------
<S> <C> <C> <C>
James E. Martin 38 Hertford Street Accountant President
(British) London, England
W1Y 7TG
Cofides S.A.* P. O. Box 556 Nevis business corporation Vice President and
(Nevis, West Indies Charlestown, Nevis, which serves as fiduciary of Director
West Indies various entities
</TABLE>
* The members of the Board of Directors of Cofides S.A. are Ashly Bolt &
Co. Ltd. and Margareta Hedstrom.
Fairway advises that Hunt Financial Partners, L.P., a Texas limited
partnership ("Hunt Financial") owns 33A% of the sole general partner (the "GP
Entity") of a limited partnership which owns 100% of the outstanding equity
interests of Fairway. The remaining equity interests in the GP Entity are held
33A% by Fojtasek Capital, Ltd., a Texas limited partnership ("Fojtasek") and
33A% by The Sienna Trust, a Jersey, Channel Islands trust ("Sienna"). As a
result, Hunt Financial, together with Fojtasek and Sienna, may be deemed in
control of Fairway as that term is used in Instruction C to Rule 13d-101
promulgated under the Securities Exchange Act of 1934, as amended. Hunt
Financial has informed Fairway that the general partner of Hunt Financial is
Hunt Financial Group, L.L.C., a Delaware limited liability company, whose Board
of Managers consists of J. R. Holland, Jr., Clark K. Hunt and Lamar Hunt, each
an individual resident in the State of Texas. Fojtasek has informed Fairway
that the general partner of Fojtasek is Randall Fojtasek, an individual
resident in the State of Texas. Sienna has informed Fairway that the Trustee of
Sienna is Europlan.
<PAGE> 13
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Exhibit
----------- -------
<S> <C>
99.1 Joint Filing Agreement, dated July 30, 1997, between
Infinity Investors Limited, Seacrest Capital Limited and
Fairway Capital Limited
</TABLE>
<PAGE> 1
EXHIBIT 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf
of each of them of a Statement on Schedule 13D (including any amendments
thereto) with respect to the Common Stock of SUCCESSORIES, INC. This Joint
Filing Agreement shall be included as an exhibit to such filing. In evidence
thereof, each of the undersigned, being duly authorized, hereby executes this
Joint Filing Agreement as of the 30th day of July, 1997.
INFINITY INVESTORS LIMITED
By: /s/ James A. Loughran
------------------------
James A. Loughran
Director
SEACREST CAPITAL LIMITED
By: /s/ James E. Martin
------------------------
James E. Martin
President
FAIRWAY CAPITAL LIMITED
By: /s/ James E. Martin
------------------------
James E. Martin
President
