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Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
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)
October 6, 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 9 Pages
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<TABLE>
CUSIP NO. 864591102 13D Page 2 of 9 Pages
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<S> <C>
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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NUMBER OF 7 SOLE VOTING POWER
SHARES 2,424,733
BENEFICIALLY -----------------------------------------------------------------------------------------------
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING 0
PERSON WITH -----------------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE VOTING POWER
2,424,733
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10 SHARED DISPOSITIVE VOTING POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,424,733
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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
24.8% (See Item 5)
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14 TYPE OF REPORTING PERSON*
PN
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 864591102 13D Page 3 of 9 Pages
<TABLE>
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<S> <C>
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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NUMBER OF 7 SOLE VOTING POWER
SHARES 16,436
BENEFICIALLY -----------------------------------------------------------------------------------------------
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING 0
PERSON WITH -----------------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE VOTING POWER
16,436
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10 SHARED DISPOSITIVE VOTING POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,436
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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
0.2% (See Item 5)
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14 TYPE OF REPORTING PERSON*
00
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 864591102 13D Page 4 of 9 Pages
<TABLE>
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<S> <C>
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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NUMBER OF 7 SOLE VOTING POWER
SHARES 6,500
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON WITH 5,331
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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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</TABLE>
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CUSIP NO. 864591102 13D Page 5 of 9 Pages
ITEM 1. SECURITY AND ISSUER.
<TABLE>
<S> <C>
Title of Class of Securities: common stock, par value $.01 per share (the "Common Stock")
Name and Address of Issuer: Successories, Inc. (the "Issuer")
2520 Diehl Road
Aurora, Illinois 60504
</TABLE>
ITEM 2. IDENTITY AND BACKGROUND.
This Amendment No. 4 to Schedule 13D is being filed by each of the
persons described below (each, a "Reporting Person") to reflect its beneficial
ownership of shares of Common Stock after the completion of the Rights Offering
described below. Due to the nature of their relationship to one another, the
Reporting Persons may be deemed to constitute a "group" within the meaning of
Section 13(d)(3) under the Securities Exchange Act of 1934, as amended (the
"Act"). The number of shares of Common Stock reported as beneficially owned
herein includes shares of Series A Convertible Preferred Stock of the Issuer,
par value $.01 per share (the "Series A Preferred Stock"), and Series B
Convertible Preferred Stock of the Issuer, par value $.01 per share (the "Series
B Preferred Stock), which shares may be converted at any time, at the option of
the holder, into shares of Common Stock.
JACK MILLER FAMILY LIMITED PARTNERSHIP #1 (THE "LIMITED PARTNERSHIP").
The Limited Partnership is a Delaware limited partnership, the principal
business of which is to hold, own, transfer or otherwise deal with the shares of
Series A Preferred Stock, shares of Series B Preferred Stock, and any other
investment interests owned or that may be owned by the Limited Partnership
(including, but not limited to, exercising any and all management or other
voting rights with respect to such investments) and any and all revenues, sales
proceeds, and other receipts therefrom, and to conduct any other business or
businesses as are permitted to be conducted by a limited partnership under the
Delaware Revised Uniform Limited Partnership Act. The business address of the
Limited Partnership is 475 Half Day Road, Suite 100, Lincolnshire, Illinois
60069.
JACK MILLER, NOT INDIVIDUALLY BUT SOLELY AS TRUSTEE OF THE JACK MILLER
TRUST DATED JANUARY 18, 1984 (THE "TRUST"). The Trust, which is organized under
the laws of the State of Illinois, serves as the sole general partner of the
Limited Partnership. The business address of the Trust is 475 Half Day Road,
Suite 100, Lincolnshire, Illinois 60069.
JACK MILLER ("MR. MILLER"). Mr. Miller, a United States citizen, is
the sole trustee of the Trust. Mr. Miller serves as the Chairman of the Board of
Directors of the Issuer, a corporation which designs, manufactures and markets
motivational and self-improvement products, and as a consultant to Quill
Corporation, an office products supplier. Mr. Miller's business address is 475
Half Day Road, Suite 100, Lincolnshire, Illinois 60069.
During the last five years, none of the Reporting Persons has been
convicted in a criminal proceeding or has 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
BACKGROUND OF RIGHTS OFFERING: On October 6, 2000, the Issuer
completed a rights offering pursuant to which each holder of shares of Common
Stock or Preferred Stock of the Issuer as of August 4, 2000 received one right
(a "Right") for each share of Common Stock or Common Stock equivalent owned (the
"Rights Offering"). Each Right entitled the owner thereof to purchase 0.3061
shares of
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CUSIP NO. 864591102 13D Page 6 of 9 Pages
Common Stock for $2.00 per share. The Rights Offering contemplated the issuance
of a minimum of 1,500,000 and a maximum of 2,500,000 shares of Common Stock and
provided that if any holders of Common Stock or Preferred Stock did not exercise
their Rights, then such unexercised Rights would be offered, on a pro rata
basis, to stockholders who exercised their Rights. The Limited Partnership
advised the Issuer that it intended (although was not obligated) to purchase any
shares that were unsubscribed for in the Rights Offering up to the minimum
number of shares offered. The Issuer subsequently advised the Reporting Persons
that after they exercised their pro rata Rights to purchase shares in the first
round of the Rights Offering, they would not be allowed to purchase any
remaining unsubscribed shares in an amount in excess of 19.99% of the Common
Stock outstanding before the Rights Offering.
SOURCE AND AMOUNT OF FUNDS USED: Prior to the Rights Offering, the
Limited Partnership owned an aggregate of 782,334 shares of Common Stock and
Common Stock equivalents, thereby entitling the Limited Partnership to exercise
782,334 Rights in the first round of the Rights Offering. The Limited
Partnership exercised all of its first round Rights and further exercised Rights
in respect of unsubscribed shares, purchasing an aggregate of 1,642,399 shares
of Common Stock in the Rights Offering for an aggregate purchase price of
$3,284,798. The source of funds for the Limited Partnership's purchase of Common
Stock was a capital contribution by one of the partners of the Limited
Partnership.
Prior to the Rights Offering, the Trust owned 12,584 shares of Common
Stock, entitling it to exercise 12,584 Rights in the first round of the Rights
Offering. The Trust exercised all of its first round Rights and purchased an
aggregate of 3,852 shares of Common Stock in the Rights Offering for an
aggregate purchase price of $7,704. The Trust used trust assets to purchase the
shares of Common Stock.
Prior to the Rights Offering, Mr. Miller's wife, Ms. Goldie Wolfe,
owned 4,082 shares of Common Stock, entitling her to exercise 4,082 Rights in
the first round of the Rights Offering. Ms. Wolfe exercised all of her first
round Rights and purchased an aggregate of 1,249 shares of Common Stock in the
Rights Offering for an aggregate purchase price of $2,498. Ms. Wolfe used
personal funds to purchase the shares of Common Stock.
Each of the Reporting Persons received stock certificates
evidencing the shares of Common Stock purchased in the Rights Offering on
October 11, 2000.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired the shares of Common Stock in the
Rights Offering 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 the shares of
Common Stock purchased in the Rights Offering 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 after the
Rights Offering, (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 below), 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.
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CUSIP NO. 864591102 13D Page 7 of 9 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Aggregate Number/Percentage of Common Stock Beneficially Owned:
the Limited Partnership: 2,424,733 shares/24.8%
the Trust: 16,436 shares/ 0.2%
Mr. Miller: 11,831 shares/ 0.1%
The ownership percentages set forth above are based upon 9,059,663
shares of Common Stock issued and outstanding on October 6, 2000, upon
completion of the Rights Offering.
The 2,424,733 shares of Common Stock reported as beneficially owned by
the Limited Partnership includes 412,371 shares of Series A Preferred Stock,
which currently are convertible into 412,371 shares of Common Stock, and 50,000
shares of Series B Preferred Stock, which currently are convertible into 317,460
shares of Common 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.
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 97,180 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 38,901 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
3,895 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 for 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) Other than the purchases of Common Stock described in Item 3
hereof, none of the Reporting Persons has effected any transactions in the
Common Stock during the past 60 days.
(d) None.
(e) Not applicable.
<PAGE>
CUSIP NO. 864591102 13D Page 8 of 9 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
In connection with the Limited Partnership's purchase of Series A
Preferred Stock, the Limited Partnership and the other holders of Series A
Preferred Stock entered into a Registration Rights Agreement with the Issuer
dated May 28, 1999, which provides the holders of Series A Preferred Stock with
certain rights to require the Issuer to register for sale the shares of Common
Stock issuable to such holders (i) upon conversion of the Series A Preferred
Stock, or (ii) as dividends in respect of the Series A Preferred Stock (and,
upon conversion, in respect of the Common Stock). The Registration Rights
Agreement also provides that, as long as any shares of the Series A Preferred
Stock remain outstanding, the Issuer shall use its best efforts to nominate to
the Board of Directors of the Issuer one (1) person designated by the majority
of the outstanding Series A Preferred Stock, and the Issuer agrees to take all
actions necessary and use all reasonable endeavors to ensure such designee's
election to the Board. Mr. Miller has served as the designee of the holders of
the Series A Preferred Stock since May 28, 1999.
In connection with the Limited Partnership's purchase of Series B
Preferred Stock, the Registration Rights Agreement was amended on October 18,
1999 to (i) grant to the holders of the Series B Preferred Stock all of the same
rights and privileges previously granted to the holders of the Series A
Preferred Stock, and (ii) obligate the Issuer to use its best efforts to elect
to the Issuer's Board of Directors a total of three (3) persons nominated by a
majority of the holders of the Series A and Series B Preferred Stock, voting
together as a separate class. Mr. Miller has continued to serve as a designee of
the holders of the Series A and Series B Preferred Stock and such holders have
not yet designated their other two (2) nominees for election to the Board of
Directors of the Issuer. In addition, in connection with the Issuer's sale of
Series B Preferred Stock (i) several persons resigned from the Issuer's Board of
Directors, (ii) the Issuer agreed to reduce the size of its Board of Directors
to seven (7) members, and (iii) Jack Miller was elected as Chairman of the Board
of 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 to Schedule 13D (filed on July 31, 2000) and incorporated herein by
reference).
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CUSIP NO. 864591102 13D Page 9 of 9 Pages
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: October 13, 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
---------------------------------------------
Jack Miller, not individually
but solely as trustee of
the Jack Miller Trust Dated
January 18, 1984
/s/ Jack Miller
---------------------------------------------
Jack Miller
