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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13D-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13D-1(B), (C) AND (D) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13D-2(B)
(Amendment No. 2)(1)
VIDEO UPDATE, INC.
(Name of Issuer)
CLASS A COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
92657 V104
(CUSIP Number)
JUNE 2, 1999
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which the Schedule
is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(1) 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 the disclosures provided in a prior cover page.
The information required in 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 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 13G
Cusip No. 92657 V104 Page 2 of 6 pages
1 Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
FARNAM STREET PARTNERS, L.P.
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2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [X]
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3 SEC Use Only
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4 Citizenship or Place of Organization
Minnesota
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5 Sole Voting Power
1,048,000
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Number of
Shares 6 Shared Voting Power
beneficially 0
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owned
7 Sole Dispositive Power
by each
1,048,000
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reporting 8 Shared Dispositive Power
person with: 0
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9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,048,000 Shares
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10 Check Box if the Aggregate amount in Row (9) Excludes Certain
Shares* [X]
(See Exhibit A)
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11 Percent of Class Represented by Amount in Row (9)
3.6%
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12 Type of Reporting Person*
PN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1(a) Name of Issuer: Video Update, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices: 3100 World
Trade Center, 30 East 7th Street, St. Paul, MN 55101
Item 2(a) Name of Person Filing: Farnam Street Partners, L.P.
Item 2(b) Address of Principal Business Office or, if None, Residence:
U.S. Bank Place, Suite 4930
601 Second Avenue South
Minneapolis, MN 55402
Item 2(c) Citizenship: Minnesota
Item 2(d) Title of Class of Securities: Class A Common Stock, $.01 par
value
Item 2(e) CUSIP Number: 92567 V104
Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Exchange
Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act.
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of
an investment company under Section 3(c)(14) of the
Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J);
If this statement is filed pursuant to Rule 13d-1(c), check this box.
[x]
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Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 1,048,000 shares
(b) Percent of class: 3.6%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
1,048,000
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
1,048,000
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5. Ownership of Five Percent of Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the lass of securities, check the following [ ].
The Person Filing owns less than five percent of the class of Common
Stock. However, certain principals of the general partner of the Person Filing
own an additional 1.4%. The Person Filing expressly denies that it is the
beneficial owner such securities or that it is the member of a group. (See
Exhibit A.)
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
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Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
(a) Not applicable.
(b) By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: June 9, 1999 FARNAM STREET PARTNERS, L.P.
BY: FARNAM STREET CAPITAL, INC.,
General Partner
By s/ Raymond E. Cabillot
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Raymond E. Cabillot,
Chief Executive Officer
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EXHIBIT A
To Form 13G
The filing of this report shall not be construed as an admission by the entity
identified in Item 2(a) (the "Reporting Person") that, for the purpose of
Section 13(d) or 13(g) of the Securities Exchange Act, it is the "beneficial
owner" of any equity securities listed below; and the Reporting Person expressly
disclaims that it is part of a "group."
Certain principals of the General Partner of the Reporting Person own an
aggregate of 404,050 shares. These individuals have the right to dispose of
these shares and vote with respect to these shares independently of the
Reporting Person.
These shares are not reported in Item 4(a) and are noted here for information
only.
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