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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5 )*
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)
November 28, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement of 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 7 Pages
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CUSIP NO. 864591102 13D Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jack Miller Family Limited Partnership #1
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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*
WC
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5 CHECK BOX IF DISCOURSE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
/ /
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6 CITIZENSHIP OR PLACE OF ORIGIN
Delaware
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7 SOLE VOTING POWER
NUMBER OF 2,471,784
SHARES ---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING ---------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE VOTING POWER
2,471,784
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10 SHARED DISPOSITIVE VOTING POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,471,784
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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
25.0% (See Item 5)
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 864591102 13D Page 3 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jack Miller, not individually but solely as trustee of the Jack
Miller Trust Dated January 18, 1984
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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*
WC
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5 CHECK BOX IF DISCOURSE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
/ /
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6 CITIZENSHIP OR PLACE OF ORIGIN
United States
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7 SOLE VOTING POWER
NUMBER OF 73,936
SHARES ---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING ---------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE VOTING POWER
73,936
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10 SHARED DISPOSITIVE VOTING POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,936
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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
0.8% (See Item 5)
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14 TYPE OF REPORTING PERSON*
00
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 864591102 13D Page 4 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jack Miller
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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 DISCOURSE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
/ /
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6 CITIZENSHIP OR PLACE OF ORIGIN
United States
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7 SOLE VOTING POWER
NUMBER OF 6,500
SHARES ---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 5,331
REPORTING ---------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE VOTING POWER
6,500
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10 SHARED DISPOSITIVE VOTING POWER
5,331
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,831
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
/X/
See Item 5
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.1% (See Item 5)
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14 TYPE OF REPORTING PERSON*
IN
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CUSIP NO. 864591102 13D Page 5 of 7 Pages
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This Amendment No. 5 to Schedule 13D amends Items 3, 4 and 5 of Amendment
No. 4 to Schedule 13D filed jointly on October 13, 2000 ("Amendment No. 4") 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. 4 remain in full force and
effect. Capitalized terms used and not otherwise defined herein have the same
meanings ascribed to them in Amendment No. 4. The referenced Items are,
respectively, amended as follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On November 28, 2000, the Trust purchased in a privately negotiated
transaction an aggregate of 57,500 shares of Common Stock. The aggregate
purchase price was $114,425.00, and was paid with trust assets.
ITEM 4. PURPOSE OF TRANSACTION.
The shares of Common Stock purchased by the Trust were acquired for
investment purposes. The Reporting Persons have no present intention to purchase
any additional shares of Common Stock; however, depending on market conditions
and other relevant factors, they may purchase additional shares of Common Stock
on such terms and at such times as they consider desirable. The Reporting
Persons may determine to continue to hold their shares of Common Stock or may
determine to dispose of all or a portion of such shares.
In view of (i) the aggregate number of shares of Common Stock or Common
Stock equivalents beneficially owned by the Reporting Persons, (ii) Mr. Miller's
position as Chairman of the Board of the Issuer, and (iii) 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), the Reporting Persons may be deemed to control the
Issuer.
Except as set forth in this Item 4, none of the Reporting Persons has any
plans or proposals that relate to or would result in any of the matters
identified in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Aggregate Number/Percentage of Common Stock Beneficially Owned:
the Limited Partnership: 2,471,784 shares/ 25.0%
the Trust: 73,936 shares/ 0.8%
Mr. Miller: 11,831 shares/ 0.1%
The ownership percentages set forth above are based upon 9,146,518 shares
of Common Stock issued and outstanding on October 31, 2000.
The 2,471,784 shares of Common Stock reported as beneficially owned by the
Limited Partnership include 412,371 shares of Common Stock, which are issuable
upon conversion of 412,371 shares of Series A Preferred Stock, and 317,460
shares of Common Stock, which are issuable upon conversion of 50,000 shares of
Series B Preferred Stock. Of the 11,831 shares of Common Stock reported as
beneficially owned by Mr. Miller, 6,500 represent shares of Common Stock which
may be acquired pursuant to stock options which are immediately exercisable.
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CUSIP NO. 864591102 13D Page 6 of 7 Pages
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The aggregate number of shares of Common Stock reported as beneficially
owned by Mr. Miller does not include shares owned by various trusts for the
benefit of members of Mr. Miller's family, as to which Mr. Miller disclaims
beneficial ownership. Specifically, (i) the Harvey L. Miller Trust Dated January
21, 1983, a trust for the benefit of Mr. Miller's brother and members of his
brother's family, owns 132,703 shares of Common Stock and 50,000 shares of
Series B Preferred Stock which currently are convertible into 317,460 shares of
Common Stock, (ii) the Judith N. Bernstein 1994 Trust, a trust for the benefit
of Mr. Miller's daughter and members of her family, owns 21,769 shares of Common
Stock, and (iii) the Sharon A. Ring 1994 Trust, a trust for the benefit of Mr.
Miller's daughter and members of her family, owns 21,769 shares of Common Stock.
Mr. Miller's beneficial ownership of Common Stock also does not include shares
which are owned by certain of Mr. Miller's business associates and/or trusts for
their benefit and for the benefit of their families, as to which Mr. Miller
disclaims beneficial ownership. Specifically, (i) the Howard I. Bernstein
Declaration of Trust Dated April 28, 1987 owns 41,207 shares of Common Stock and
82,474 shares of Series A Preferred Stock which currently are convertible into
82,474 shares of Common Stock, and (ii) Eric Achepohl owns 4,125 shares of
Common Stock and 8,247 shares of Series A Preferred Stock which currently are
convertible into 8,247 shares of Common Stock.
(b) Each Reporting Person has sole voting and dispositive power with
respect to all of the shares reported as beneficially owned by it or him, except
that Mr. Miller shares voting and dispositive power with respect to 5,331 shares
of Common Stock with his wife, Goldie Wolfe. Ms. Wolfe, a United States citizen,
is a commercial real estate broker with Insignia/ESG. Her business address is
311 South Wacker Drive, Suite 400, Chicago, Illinois 60606. During the last five
years, Ms. Wolfe has not been convicted in a criminal proceeding and has not
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and, as a result of such proceeding, was or is subject to
a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws on finding
any violation with respect to such laws.
(c) Since the most recent filing on Schedule 13D, none of the Reporting
Persons has effected any transactions in the Common Stock other than the
purchase described in Item 3 hereof.
(d) None.
(e) Not applicable.
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 to Schedule 13D (filed on July 31, 2000) and incorporated herein by
reference).
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CUSIP NO. 864591102 13D Page 7 of 7 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: December 1, 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
