UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
KELLY RUSSELL STUDIOS, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
488148 10 7
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(CUSIP Number)
Timothy G. Rath
1234 Benton Street, Anoka, Minnesota 55303
(612) 421-3427
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 15, 1996
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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 [X].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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>
SCHEDULE 13D
CUSIP No. 488148 10 7 Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Timothy G. Rath
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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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
U.S.A.
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NUMBER OF 7 SOLE VOTING POWER
SHARES 310,000 (includes 250,000 shares which may be obtained
BENEFICIALLY upon exercise of exercisable options)
OWNED BY -----------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON -0-
WITH -----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
310,000 (includes 250,000 shares which may be obtained
upon exercise of exercisable options)
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
310,000 (includes 250,000 shares which may be obtained upon
exercise of exercisable options)
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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)
7.6%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS 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>
Item 1. Security and Issuer.
(a) Common Stock, $.01 par value
(b) Kelly Russell Studios, Inc. (the "Issuer") 2905 Northwest
Boulevard, Suite 220 Plymouth, Minnesota 55441
Item 2. Identity and Background.
(a) Timothy G. Rath
(b) 1234 Benton Street, Anoka, Minnesota 55303
(c) Mr. Rath is a business consultant
(d) Mr. Rath has never been convicted in a criminal proceeding.
(e) Mr. Rath has not been a party to any civil proceeding as a result
of which he 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) Mr. Rath is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
On March 15, 1996, the vesting of an option to purchase 250,000 shares
of the Issuer's Common Stock at $1.50 per share was accelerated in
connection with Mr. Rath's resignation as an officer of the Issuer.
The option was granted to Mr. Rath on January 1, 1995 in consideration
for his services as an officer and was not issued for cash or other
property.
All of the shares of Common Stock held by Mr. Rath were acquired prior
to March 15, 1996 as follows: 50,000 shares at $1.00 share through a
private placement by the Issuer on February 17, 1995 and 10,000 shares
were purchased in the open market (3,000 at $4.875 on May 16, 1994,
2,000 at $5.00 on May 23, 1994 and 5,000 at $4.50 on August 26, 1994).
Item 4. Purpose of Transaction.
Mr. Rath intends to hold the securities for investment purposes only.
Page 3 of 4
<PAGE>
Item 5. Interest in Securities of the Issuer.
(a) Mr. Rath beneficially owns 310,000 shares of the Issuer's Common
Stock, including 250,000 shares obtainable upon exercise of a
currently exercisable option, which beneficial ownership
represents 7.6% of the shares of Common Stock outstanding. Mr.
Rath holds all of such securities directly.
(b) Mr. Rath has sole voting and dispositive power over the above
shares of the Issuer's Common Stock.
(c) Mr. Rath has not acquired or disposed of any securities of the
Issuer's Common Stock during the sixty days preceding the
acquisition pursuant to the acceleration of Mr. Rath's option on
March 15, 1996.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
None.
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 as of March 15, 1996.
Dated: June 13, 1996
/s/ Timothy G. Rath
Timothy G. Rath
Page 4 of 4
