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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
SUCCESSORIES, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
864591102
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(CUSIP Number)
Marshall E. Eisenberg, Esq.
Neal, Gerber & Eisenberg
Two North LaSalle Street
Chicago, Illinois 60602
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 14, 2000
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(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.12d-1(f) or 240.13d-1(g), check the
following box / /.
NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Section
240.13d-7(b) 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).
(continued on following pages)
Page 1 of 3 Pages
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CUSIP NO. 864591102 13D Page 2 of 3 Pages
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This Amendment No. 3 to Schedule 13D amends Items 3 and 4 of Amendment
No. 2 to Schedule 13D filed jointly on July 31, 2000 ("Amendment No. 2") by the
following persons (each, a "Reporting Person"): the Jack Miller Family Limited
Partnership #1 (the "Limited Partnership"), Jack Miller, not individually but
solely as trustee of the Jack Miller Trust Dated January 18, 1984 (the "Trust"),
and Jack Miller ("Mr. Miller"). Except as specifically amended hereby, all other
provisions of Amendment No. 2 remain in full force and effect. Capitalized terms
used and not otherwise defined herein have the same meanings ascribed to them in
Amendment No. 2. The referenced Items are, respectively, amended as follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of Amendment No. 2 is amended by replacing the last paragraph
thereof with the following two paragraphs:
On July 14, 2000, the Issuer filed a Form S-3 Registration Statement
with the Securities and Exchange Commission relating to a minimum of 2,000,000
and a maximum of 2,500,000 shares of Common Stock which may be issued in
connection with a proposed rights offering (the "Rights Offering"). Pursuant to
the proposed Rights Offering, each holder of shares of Common Stock or Preferred
Stock of the Issuer as of the record date will receive one right for each share
of Common Stock or Common Stock equivalent owned. Each right will entitle the
holder thereof to purchase 0.3087 shares of Common Stock for $2.00 per share. If
any holders of Common Stock or Preferred Stock do not exercise their rights,
then such unexercised rights will be offered, on a pro rata basis, to
stockholders who have exercised their rights.
Assuming that the Issuer commences the Rights Offering, each of the
Limited Partnership, the Trust and Mr. Miller's wife will receive rights to
purchase shares of Common Stock, and each of such persons intends to exercise
its or her respective rights. In addition, the Limited Partnership has advised
the Issuer that it intends (although is not obligated) to purchase any shares of
Common Stock that are unsubscribed for, up to at least the minimum number of
shares being offered in the Rights Offering. The source of funds for the Limited
Partnership's exercise of rights is anticipated to be a capital contribution to
be made by one of the partners of the Limited Partnership. The source of funds
for the exercise of rights by the Trust and Mr. Miller's wife is anticipated to
be trust assets and personal funds, respectively.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of Amendment No. 2 is amended by replacing the first paragraph
thereof with the following paragraph:
The Reporting Persons acquired the shares of Common Stock and/or
Preferred Stock of the Issuer reported hereby for investment purposes; however,
in view of (i) the aggregate number of shares of Common Stock or Common Stock
equivalents beneficially owned by the Reporting Persons, (ii) the intention of
each of the Limited Partnership, the Trust and Mr. Miller's wife to exercise its
respective rights to purchase additional shares of Common Stock in the Rights
Offering and the Limited Partnership's intention to purchase any shares of
Common Stock that are unsubscribed for in the Rights Offering, up to at least
the minimum number of shares being offered thereby, (iii) Mr. Miller's position
as Chairman of the Board of the Issuer, and (iv) the Limited Partnership's
right, as a holder of Series A and Series B Preferred Stock, to designate three
(3) nominees for election to the Issuer's Board of Directors (as further
described in Item 6 below), the Reporting Persons may be deemed to control the
Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
A. Agreement to File Amendment to Schedule 13D pursuant to Rule
13d-1(k) promulgated under the Act (previously filed as Exhibit A to Amendment
No. 2 and incorporated herein by reference).
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CUSIP NO. 864591102 13D Page 3 of 3 Pages
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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.
Date: August 2, 2000
JACK MILLER FAMILY LIMITED PARTNERSHIP #1
By: Jack Miller Trust Dated January 18, 1984, its
general partner
By: /s/ Jack Miller
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Jack Miller, not individually but solely as trustee
of the general partner
/s/ Jack Miller
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Jack Miller, not individually but solely as trustee of
the Jack Miller Trust Dated January 18, 1984
/s/ Jack Miller
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Jack Miller
