SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. . . . .)*
HORIZON GROUP, INC.
----------------------------
(Name of Issuer)
Common Stock, Par Value $1.00 Per Share
---------------------------------------
(Title of Class of Securities)
44041X 10 6
-----------------------------
(CUSIP Number)
Andrew L. Blair, Jr., Esq.
Sherman & Howard L.L.C.
633 Seventeenth Street, Suite 3000
Denver, Colorado 80202
(303) 299-8138
------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
November 21, 1996
-----------------------------------------------------
(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-l(b)(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).
Page 1 of 6 pages
<PAGE>
SCHEDULE 13D
CUSIP No. 44041X 10 6
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FLOC, LLC
I.R.S. No.: Applied for
-------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
-------------------------------------------------------------------------
3. SEC USE ONLY
-------------------------------------------------------------------------
4. SOURCE OF FUNDS*
00
-------------------------------------------------------------------------
5. CHECK BOX 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 1,778,344
BENEFICIALLY ----------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING ----------------------------------------------------
PERSON
WITH 9. SOLE DISPOSITIVE POWER
1,778,344
----------------------------------------------------
10. SHARED DISPOSITIVE POWER
-------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,778,344
-------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
-------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.48%
--------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
00
-------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 6 pages
<PAGE>
Item 1. Security and Issuer.
This statement relates to the Common Stock, $1.00 par value, of Horizon
Group, Inc., a Michigan corporation ("Horizon"). Horizon's principal executive
offices are located at 5000 Hakes Drive, Norten Shores, Michigan 49441.
Item 2. Identity and Background.
The person filing this statement is FLOC, LLC, a Delaware limited liability
company ("FLOC"). FLOC owns an interest in Finger Lakes Outlet Center, LLC, a
Delaware limited liability company ("Finger Lakes"). The balance of the
membership interest in Finger Lakes is owned by Horizon/Glen Outlet Centers
Limited Partnership, a Michigan limited partnership of which Horizon is the sole
general partner. Finger Lakes owns and operates the Finger Lakes Outlet Center
in Seneca County, New York. FLOC's principal office is located at 180 N. LaSalle
Street, Chicago, Illinois 60601-2886.
FLOC has two members, FL Associates LLC, a Delaware limited liability
company ("FLA"), and Public Employees' Retirement Association of Colorado
("PERA"), which is an instrumentality of the State of Colorado. FLA was formed
for the purpose of owning an interest in FLOC. PERA administers the retirement
plans for the public employees of the State of Colorado and invests the funds of
those plans. FLA owns 1% of FLOC and PERA owns 99% of FLOC. FLA's principal
office is located at the address given above for FLOC. PERA's principal office
is located at 1300 Logan Street, Denver, Colorado 80203.
The members of FLA (all of whom are U.S. citizens) and their respective
business addresses and employers are as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
Stuart M. Isen Robert D. Perlmutter Wurtzebach Family 1993 Trust
Heitman Financial Ltd. Heitman Financial Ltd. Charles Wurtzebach, Trustee
180 North LaSalle Street 180 North LaSalle Street Heitman Financial Ltd.
Chicago, IL 60601 Chicago, IL 60601 180 North LaSalle Street
Chicago, IL 60601
Eric D. Mayer Stephen Perlmutter
Heitman Financial Ltd. Heitman Financial Ltd. RAM Partners LP
180 North LaSalle Street 180 North LaSalle Street Ronald Berger, General Partner
Chicago, IL 60601 Chicago, IL 60601 Heitman Financial Ltd.
180 North LaSalle Street
Lloyd Cole Jerome Claeys III Chicago, IL 60601
Heitman Financial Ltd. Heitman Financial Ltd.
180 North LaSalle Street 180 North LaSalle Street
Chicago, IL 60601 Chicago, IL 60601
</TABLE>
Page 3 of 6 pages
<PAGE>
PERA's Executive Director is Robert Scott. Mr. Scott is a U.S. citizen and
the address of his principal office is:
Public Employees' Retirement Association
1300 Logan Street
Denver, Colorado 80202
During the last five years, none of the persons named above has been
convicted in a criminal proceeding or been a party to a civil proceeding as a
result of which such person 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 or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
FLOC does not currently own any shares of Horizon Common Stock. As part of
the arrangements under which FLOC acquired its interest in Finger Lakes, Horizon
granted FLOC the right to convert its interest in Finger Lakes into 1,778,344
shares of Horizon Common Stock. Upon the completion of a planned expansion of
the Finger Lakes Outlet Center, the number of shares issuable upon conversion of
FLOC's interest in Finger Lakes would increase to 2,165,605 shares of Horizon
Common Stock. If the conversion right is exercised, the consideration for the
shares of Horizon Common Stock issued to FLOC will consist of FLOC's interest in
Finger Lakes. No cash consideration will be payable.
Item 4. Purpose of Transaction.
The transaction in which FLOC acquired the right to convert its interest in
Finger Lakes into Horizon Common Stock was a real estate investment made in the
ordinary course of the management of PERA's pension plans. The conversion right
was negotiated to provide an alternative means of achieving liquidity for that
investment through the acquisition of publicly traded securities. FLOC may or
may not exercise the conversion right depending upon a number of factors,
including the status of the real estate investment, the market value of Horizon
Common Stock, and Horizon's plans with respect to the Finger Lakes Outlet
Center. FLOC has no plans and has made no proposals that would result in any
change in the management, assets, corporate structure, capitalization, business,
or other status of Horizon.
Item 5. Interest in Securities of the Issuer.
If FLOC exercised the conversion right described above, it would own
1,778,344 shares of Horizon Common Stock which, after such issuance would
constitute approximately 7.48% of the total outstanding common stock of Horizon,
based on the number of shares reported by Horizon to be outstanding as of
September 30, 1996. FLOC would have sole voting and dispositive power with
respect to all of those shares. FLOC has not engaged in any other transactions
with respect to Horizon Common Stock during the past 60 days.
Page 4 of 6 pages
<PAGE>
PERA owns 16,700 shares of Horizon Common Stock as part of an index fund
that holds shares of a variety of real estate investment trusts. Purchases and
sales of shares held in that fund are dictated by a formula. On December 18,
1996, PERA sold 300 shares of Horizon Common Stock held in the fund for $19.292
per share. PERA's basis in the stock was $20 per share. All shares held in the
fund were purchased with the funds of the retirement plans administered by PERA
in the ordinary course of business.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
FLOC's right to acquire shares of Horizon Common Stock is established in a
Conversion and Put Option Agreement among Horizon, Finger Lakes and FLOC dated
November 21, 1996 (the "Conversion Agreement"). The Conversion Agreement
requires Horizon to register the shares issuable to FLOC with the Securities and
Exchange Commission. The Conversion Agreement provides that, if Horizon is
unable, as a result of restrictions applicable to it, to issue all of the shares
otherwise issuable under the Conversion Agreement to FLOC, it will pay FLOC the
fair market value of the shares it cannot issue. Such restrictions might arise
as a result of limitations on the percentage ownership of an individual
stockholder of an entity qualifying as a real estate investment trust for
federal income tax purposes. There are no provisions in the Conversion Agreement
or otherwise relating to the voting of any shares issued pursuant to the
Conversion Agreement.
In connection with its investment in Finger Lakes, FLOC borrowed
approximately $16.5 million from LaSalle National Bank, N.A. (the "Bank") and
granted the Bank a security interest in its interest in Finger Lakes. Upon
completion of the planned expansion of the Finger Lakes Outlet Center, FLOC
would borrow an additional $3.5 million under the same loan agreement. In the
event that FLOC's interest in Finger Lakes is converted into Common Stock of
Horizon, the shares issued upon conversion would be subject to the Bank's
security interest. Further, the conversion would accelerate the maturity of the
Bank's loan and FLOC would be required to sell the shares. If FLOC failed to pay
the loan when due, the Bank would be entitled to sell the shares in order to
repay the loan.
Item 7. Material to be Filed as Exhibits.
None.
Page 5 of 6 pages
<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.
FLOC, LLC,
By: FL Associates, LLC, Member
February 5, 1997 By: /s/ Stephen Perlmutter
- -------------------------------- ----------------------------------
Date Signature
Member
-------------------------------------
Name/Title
Page 6 of 6 pages
