<PAGE>
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
---------
Video Update, Inc.
--------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 par value per share
--------------------------------------------------------
(Title of Class of Securities)
92657V104
--------------------------------------------------------
(CUSIP Number)
Todd D. Peterson, 2740 W. Lake of the Isles Parkway, Minneapolis
MN, 55416 (612)889-8900
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 11, 1999
--------------------------------------------------------
(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), Rule 13d-1(f) or Rule
13d-1(g), check the following box / /.
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. 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).
(Continued on following page(s))
Page 1 of 4 Pages
<PAGE>
CUSIP No. 92657V104 13D Page 2 of 4 Pages
---------
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Todd D. Peterson
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) /x/
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
PF
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
United States
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power 1,178,400
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 0
--------------------------------------------------
(9) Sole Dispositive
Power 1,178,400
--------------------------------------------------
(10) Shared Dispositive
Power 0
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,178,400
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
4.0248%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 92657V104 13D Page 3 of 4 Pages
---------
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Healthy American Products, Inc. 41-1704472
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) /x/
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
WC
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Minnesota
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power 0
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 338,000
--------------------------------------------------
(9) Sole Dispositive
Power 0
--------------------------------------------------
(10) Shared Dispositive
Power 338,000
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
338,000
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
1.154%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 92657V104 13D Page 4 of 4 Pages
---------
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Rodney P. Burwell
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) /x/
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
PF
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
United States
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power 30,000
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 338,000
--------------------------------------------------
(9) Sole Dispositive
Power 30,000
--------------------------------------------------
(10) Shared Dispositive
Power 338,000
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
368,000
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
1.257%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, par value $0.01 per share
of Video Update, Inc., a Delaware corporation ("Issuer"). The Issuer's
principal executive office is located at 3100 World Trade Center, 30
East Seventh Street, St. Paul, Minnesota 55101.
ITEM 2. IDENTITY AND BACKGROUND.
A. (a) The name of the reporting person is Todd Peterson ("Reporting
Person 1").
(b) Reporting Person 1's business address is 2740 West Lake of the
Isles Parkway, Minneapolis, MN 55416.
(c) Reporting Person 1 is the principal of Spring House Capital,
LLC at 2740 West Lake of the Isles Parkway, Minneapolis, MN
55416.
(d) Reporting Person 1 has not, during the last five years, been
convicted in a criminal proceeding.
(e) Reporting Person 1 has not, during the past five years, 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 or finding any violation with respect to such laws.
(f) Reporting Person 1 is a citizen of the United States.
B. (a) The name of the reporting person is Healthy American Products,
Inc. ("Reporting Person 2")
(b) Reporting Person 2's principal executive and business office
is located at 7901 Xerxes Avenue South, Suite 201,
Minneapolis, Minnesota 55431
(c) Reporting Person 2 is a corporation which is a holding
company.
(d) Reporting Person 2 has not, during the last five years, been
convicted in a criminal proceeding.
(e) Reporting Person 2 has not, during the past five years, 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 or finding any violation with respect to such laws.
(f) Reporting Person 2 was incorporated under the laws of the
State of Minnesota.
C. (a) The name of the reporting person is Rodney P. Burwell
("Reporting Person 3")
(b) Reporting Person 3's business address is 7901 Xerxes Avenue
South, Suite 201, Minneapolis, Minnesota 55431.
(c) Reporting Person 3 is Chairman of Healthy American Products
Inc. identified in Item 2A as Reporting Person 2.
(d) Reporting Person 3 has not, during the last five years, been
convicted in a criminal proceeding.
(e) Reporting Person 3 has not, during the past five years, 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 or finding any violation with respect to such laws.
(f) Reporting Person 3 is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The shares of the Issuer acquired by Reporting Person 1 were acquired
with personal funds in the total aggregate amount of approximately
$665,238.00. The shares of the Issuer acquired by Reporting Person 2
were acquired with working capital in the total aggregate amount of
approximately $146,292. The shares of the Issuer acquired by
Reporting Person 3 were acquired with personal funds in the total
aggregate
<PAGE>
amount of approximately $31,804.00, not including the shares
of the Issuer in which Reporting Person 3 has an interest as an
executive officer of Reporting Person 2.
ITEM 4. PURPOSE OF TRANSACTION.
Except as described below, Reporting Persons have no current plans or
proposals that would result in any of the transactions listed in Item
4(b) through 4(j), except that such persons may, depending on market
conditions and other considerations, acquire additional securities of
the Issuer, for investment purposes only. The Reporting Persons
acquired the securities because they believe they are undervalued.
Reporting Persons have no plans or proposals at this time regarding any
change in management of the Issuer. Reporting Persons believe, however,
that the Issuer's Board of Directors needs to actively pursue all
available avenues to cause the market price of its Common Stock to more
accurately reflect the value of its assets and cash flow. These avenues
include:
i) making diligent efforts to relist the Issuer's Common
Stock on The Nasdaq National Market,
ii) establishing proactive dialogues with analysts of
prospective market makers,
iii) reconfiguring the Board of Directors to include a
majority of outside directors,
iv) adopting management compensation packages in direct
relation to Common Stock price increases, and
v) exploring an arm's-length transaction to sell or
merge the assets of the Issuer.
Reporting Persons believe that the Board of Directors' efforts
recommended above would help make the market more aware of the Issuer
and its current performance and contribute to a more accurate valuation
of the Issuer's Common Stock.
At present, the Reporting Persons are not soliciting the support of
fellow shareholders for any plans or proposals and will not do so
except in compliance with applicable laws. The Reporting Persons
specifically reserve the right as shareholders of the Issuer to discuss
with other shareholders of the Issuer matters that may be of common
concern.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) According to the information provided by the Issuer in its
Quarterly Report on Form 10-Q for the quarterly period ended
July 29, 1999, there were 29,278,457 shares of the Issuer's
common stock outstanding. At the present time:
(1) Reporting Person 1 beneficially owns an aggregate of
1,178,400 shares of the Issuer's common stock
constituting approximately 4.0248% of the Issuer's
outstanding shares;
(2) Reporting Person 2 beneficially owns an aggregate of
338,000 shares of the Issuer's common stock
constituting approximately 1.154% of the Issuer's
outstanding shares,
(3) Reporting Person 3 beneficially owns an aggregate of
368,000 shares of the Issuer's common stock
constituting approximately 1.2569% of the Issuer's
outstanding shares.
(b) (1) Reporting Person 1 has sole voting and sole
dispositive power with respect to 1,178,400 shares;
(2) Reporting Person 2 has shared voting and shared
dispositive power with respect to 338,000 shares;
2
<PAGE>
(3) Reporting Person 3 has sole voting and sole
dispositive power with respect to 30,000 shares held
by him directly and shared voting and shared
dispositive power with respect to 338,000 shares.
The filing of this statement shall not be construed as an admission
that Reporting Persons 1 and 3 are, for the purpose of Section 13(d) or
13(g) of the Exchange Act or for any other purposes, the beneficial
owners of securities held by or for the benefit of their spouses or
children, and any ownership interest in said securities is disclaimed.
(c) The following table sets forth the transactions effected by
each of the Reporting Persons during the last sixty days. Each
of the transactions set forth below reflects a purchase
effected (unless otherwise noted) by means of trades on The
Nasdaq Stock Market.
<TABLE>
<CAPTION>
REPORTING PERSON DATE SHARES ACQUIRED OR DISPOSED OF PRICE PER SHARE
<S> <C> <C> <C>
1. September 13, 1999 4,200 shares Acquired $0.608
September 14, 1999 107,400 shares Acquired $0.625
September 15, 1999 29,400 shares Acquired $ 0.625
September 16, 1999 32,300 shares Acquired $ 0.625
September 17, 1999 3,200 shares Acquired $ 0.625
September 20, 1999 70,000 shares Acquired $ 0.625
October 15, 1999 35,000 shares Acquired $ 0.375
November 2, 1999 5,000 shares Acquired $ 0.3125
November 3, 1999 20,000 shares Acquired $ 0.3125
November 5, 1999 5,000 shares Acquired $ 0.3125
November 7, 1999 15,000 shares Acquired $ 0.375
November 9, 1999 10,000 shares Acquired $ 0.375
November 10, 1999 17,000 shares Acquired $ 0.375
November 11, 1999 58,000 shares Acquired $ 0.375
2. October 14, 1999 93,000 shares Acquired $ 0.3201
October 19, 1999 25,000 shares Acquired $ 0.3127
October 21, 1999 20,000 shares Acquired $ 0.344
October 25, 1999 25,000 shares Acquired $ 0.3439
October 26, 1999 45,000 shares Acquired $ 0.3237
November 17, 1999 21,000 shares Acquired $ 0.3436
November 18, 1999 12,500 shares Acquired $ 0.3128
November 18, 1999 46,500 shares Acquired $ 0.3125
3. None.
</TABLE>
(d) No one, other than the Reporting Persons, has the right to
receive dividends from, or the proceeds from the sale of, the
shares held by the Reporting Persons or for their benefit.
(e) Not Applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
3
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Date:
- -------------------------- ---------------------------
Todd D. Peterson
Date: HEALTHY AMERICAN PRODUCTS INC.
- --------------------------
By:
------------------------
Rodney P.Burwell, CEO
Date:
- -------------------------- ---------------------------
Rodney P.Burwell
4
