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UNITED STATES Page 1 of 6 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Horizon Group, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
44041X106
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(CUSIP Number)
Bryan J. Tomasek, Esq.
Arnold & Porter
555 Twelfth Street, N.W.
Washington, D.C. 20004-1202
(202) 942-5080
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 15, 1997
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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 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 [_].
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).
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CUSIP No. 44041X106 13D Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alan Glen
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2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP*
(a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF
SHARES 800,495 (1)
BENEFICIALLY -------------------------------------------
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
800,495 (1)
-------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
800,495
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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
4.26% (2)
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14 TYPE OF REPORTING PERSON*
IN
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(1) Includes 264,051 shares of common stock owned directly by the Reporting
Person. Also includes 438,458 units of limited partnership interest
("Units") in Horizon/Glen Outlet Centers Limited Partnership in which
Horizon Group, Inc. is the general partner. Units generally are
exchangeable for shares of common stock (or cash at the option of the
general partner) on a one-for-one basis subject to adjustment.
(2) Includes 165,213 shares held by the Reporting Person's spouse, as to
which beneficial ownership is disclaimed.
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CUSIP No. 44041X106 13D Page 3 of 6 Pages
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AMENDMENT NO. 3 TO SCHEDULE 13D
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This Amendment No. 3 to Schedule 13D is filed by Alan Glen with regard
to the common stock, par value $.01 per share, of Horizon Group, Inc. ("HGI
Common Stock") This Amendment No. 3 should be read in conjunction with, and is
qualified in its entirety by reference to, Schedule 13D and Amendment No. 1 and
Amendment No. 2 thereto.
Item 5 is hereby amended as follows:
(a) Alan Glen owns of record 264,051 shares of HGI Common Stock,
and may be deemed to own, directly or indirectly, an additional 97,986 shares.
Alan Glen also may be deemed to beneficially own, directly or indirectly,
438,458 Units. Subject to certain restrictions, such Units are exchangeable for
shares of HGI Common Stock on a one-for-one basis. In addition, Alan Glen's
spouse owns 165,213 shares of common stock as to which beneficial ownership is
disclaimed. Accordingly, for purposes of Section 13(d) of the Act, Alan Glen may
be deemed to own beneficially approximately 4.26% of the outstanding shares of
HGI Common Stock.
(b) Alan Glen has sole voting and investment power with respect to
the 362,037 shares of HGI Common Stock that he owns of record or is deemed to
own indirectly, and 438,458 shares of HGI Common Stock that he may acquire upon
conversion of Units.
Since the filing of Schedule 13D (as amended by Amendment No.
1 and Amendment No. 2), the number and percentage of shares of HGI Common Stock
beneficially owned, directly or indirectly, by Alan Glen have changed
primarily as a result of (i) the redemption by Alan Glen and Cheryl McArthur
(for themselves and/or on behalf of related entities) of certain beneficially-
held Units; (ii) the gift of certain Units by Alan Glen and his spouse; (iii)
the exchange by certain entities affiliated with Alan Glen and Cheryl McArthur
of Units for shares of HGI Common Stock; (iv) the sale of certain shares by Alan
Glen in the open market; and (v) the issuance by HGI of previously authorized
Units, all of which transactions are described in paragraph (c) below.
(c) In August 1996 and January 1997, Mr. Glen sold a total of
239,122 shares in a series of open market transactions described immediately
below. In each instance, the sales price for such shares of HGI Common Stock is
the price per share prior to deduction for commissions or other expenses of
sale.
<TABLE>
<CAPTION>
Date Number of Shares Price Per Share
<S> <C> <C>
August 20, 1996 10,222 $20.4300
August 21, 1996 12,900 $20.5000
August 22, 1996 8,900 $20.4820
August 23, 1996 5,000 $20.5000
August 26, 1996 15,000 $20.5540
August 27, 1996 50,000 $20.7560
August 29, 1996 700 $21.1250
January 3, 1997 3,100 $19.5000
</TABLE>
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CUSIP No. 44041X106 13D Page 4 of 6 Pages
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<TABLE>
<S> <C> <C>
January 9, 1997 7,000 $19.2500
January 10, 1997 12,000 $19.2158
January 13, 1997 18,400 $19.1593
January 14, 1997 95,900 $19.1680
</TABLE>
On or about September 20, 1996, Cheryl McArthur redeemed
79,378 Units in a limited partnership over which she and Mr. Glen have shared
voting and investment power.
On or about November 21, 1996, Alan Glen made a gift of
100,000 shares of HGI Common Stock owned by him to a charitable remainder trust
of which Mr. Glen is a trustee. The trust subsequently sold 100,000 shares of
HGI Common Stock in four open market transactions described immediately below.
<TABLE>
<CAPTION>
Date Number of Shares Price Per Share
<S> <C> <C>
December 2, 1996 29,800 $19.586
December 3, 1996 51,200 $19.625
December 4, 1996 5,900 $19.500
December 13, 1996 13,100 $19.375
</TABLE>
In November 1996 and January 1997, a trust of which Alan Glen
serves as trustee sold a total of 11,072 shares of HGI Common Stock in three
open market transactions described immediately below.
<TABLE>
<CAPTION>
Date Number of Shares Price Per Share
<S> <C> <C>
November 27, 1996 3,000 $19.625
November 27, 1996 3,000 $19.625
January 9, 1997 5,072 $19.250
</TABLE>
On or about December 9, 1996, the spouse of Alan Glen made a
gift of 275 directly-held Units. On or about January 2, 1997, Mrs. Glen
exchanged 165,213 directly-held Units for shares of HGI Common Stock.
On or about December 30, 1996, HGI issued 876 previously
authorized Units to a corporation affiliated with Alan Glen.
On or about December 31, 1996, Cheryl McArthur, for herself
and on behalf of a related corporation, redeemed a total of 4,532 Units in a
limited partnership over which she and Mr. Glen have shared voting and
investment power.
On or about December 31, 1996, a corporation related to Cheryl
McArthur redeemed 1,971 Units in a limited partnership over which she and Mr.
Glen have shared voting and investment power.
On or about January 2, 1997, Alan Glen exchanged 200,000
directly-held Units for shares of HGI Common Stock.
On or about January 2, 1997, a corporation affiliated with
Alan Glen exchanged 97,986 directly-held Units for shares of HGI Common Stock.
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CUSIP No. 44041X106 13D Page 5 of 6 Pages
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On or about January 15, 1997, a corporation related to Alan
Glen redeemed 5,911 Units in a limited partnership over which he and Cheryl
McArthur have shared voting and investment power.
(d) Not applicable.
(e) As of the date hereof, Alan Glen ceased to be the beneficial
owner of more than five percent (5%) of the class of securities.
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CUSIP No. 44041X106 13D Page 6 of 6 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.
January 15, 1996 /s/ Alan Glen
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(Date) Alan Glen
