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SCHEDULE 13D
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CUSIP NO.: 770292-10-0
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
ROBERDS, INC.
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(Name of Issuer)
COMMON SHARES, WITHOUT PAR VALUE
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(Title of Class of Securities)
770292-10-0
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(CUSIP Number)
Robert M. Wilson
Roberds, Inc.
1100 East Central Avenue
Dayton, Ohio 45449-1888
937-859-7122
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 23, 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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (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 Rule 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).
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SCHEDULE 13D
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CUSIP NO.: 77092-10-0 PAGE 2 OF 5 PAGES
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1 NAMES OF REPORTING PERSONS Deborah A. Fletcher
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a)|_|
(b)|_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See instructions) 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 BENE-
FICIALLY OWNED BY EACH 1,359,463 shares of common stock
REPORTING PERSON WITH -------- -------------------------------------
8 SHARED VOTING POWER
-0-
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9 SOLE DISPOSITIVE POWER
1,359,463 shares of common stock
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,359,463 shares of common stock
(See "Explanatory Note")
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12 CHECK THE BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See instructions). |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.8% of Common Stock
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14 TYPE OF REPORTING PERSON (See instructions) IN
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SCHEDULE 13D
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CUSIP NO.: 77092-10-0
EXPLANATORY NOTE
This Schedule 13D is being amended to reflect the transfer of certain
common shares, without par value of Roberds, Inc. identified in row 11
("Shares") from the Kenneth W. Fletcher Trust dated December 18, 1998, Deborah
A. Fletcher, Trustee ("Trust") to Ms. Fletcher individually. This amendment also
reflects the transfer of Mr. Fletcher's interest in the Roberds, Inc. Profit
Sharing and Retirement Income Trust ("401(k) Plan"), which includes 62 Shares,
to Ms. Fletcher as the sole beneficiary of the 401(k) Plan.
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common shares, without par value, of Roberds,
Inc., an Ohio Corporation ("Roberds"). The address of Roberds' principal office
is 1100 East Central Avenue, Dayton, Ohio 45449-1888.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Name
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Deborah A. Fletcher
(b) Residence Address
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5500 Terrace Creek
Dayton, Ohio 45459
(c) Present Principal Occupation
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Executive
(d) During the last five years, Ms. Fletcher has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, Ms. Fletcher has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
as a result of which she 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.
(f) Citizenship
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United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No money or other valuable or tangible consideration was exchanged in connection
with the transfer of the Shares to the Trust.
ITEM 4. PURPOSE OF TRANSACTION.
The Shares were transferred to Ms. Fletcher as part of the administration of the
estate and the estate plan of her deceased spouse, Kenneth W. Fletcher. Ms.
Fletcher currently has no plans or proposals that relate to or would result in:
(a) The acquisition by any person of additional securities of Roberds, or
the disposition of securities of Roberds;
(b) An extraordinary corporate transaction, such as a merger, reorganization
or liquidation, involving Roberds or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of Roberds or any of
its subsidiaries;
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SCHEDULE 13D
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CUSIP NO.: 77092-10-0
(d) Any change in the present board of directors or management of Roberds,
including any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of
Roberds;
(f) Any other material change in Roberds' business or corporate structure;
(g) Changes in Roberds' charter, bylaws or instruments corresponding thereto
or other actions which may impede the acquisition of control of Roberds by any
person;
(h) Causing a class of securities of Roberds to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association;
(i) A class of equity securities of Roberds becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
See "Explanatory Note" above.
(a) Aggregate Number and Percentage of Securities
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According to the most recently available information, there are 6,240,958 common
shares outstanding. Ms. Fletcher owns 1,323,401 Shares outright and 62 Shares
through the 401(k) Plan, for a total of approximately 21.8% of the outstanding
Shares.
(b) Power to Vote and Dispose
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Ms. Fletcher has sole power to vote, or to direct the voting of, and the sole
power to dispose or to direct the disposition of, the Shares owned by her
outright and the Shares held as beneficiary of the 401(k) Plan.
(c) Transactions within the Past 60 Days
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Ms. Fletcher has not engaged in any open market transactions with the past sixty
days. In December 1999, 1,323,401 Shares were transferred from the Trust to her
individually, and the transfer was timely reported by her on SEC Form 4. In
January 2000, Mr. Fletcher's interest in the 401(k) Plan, including 62 Shares,
was transferred from his Estate to Ms. Fletcher individually, and that transfer
was timely reported by her on SEC Form 4.
(d) Certain Rights of Other Persons
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Not applicable.
(e) Date Ceased to Be 5% Owner
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Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
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SCHEDULE 13D
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CUSIP NO.: 77092-10-0
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 23, 2000
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Date
*
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Signature
Deborah A. Fletcher
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Name/Title
*By: /s/ Robert M. Wilson
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Attorney-in fact
Pursuant to power of attorney filed herewith
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