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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1) *
Factory Card Outlet Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
303053 10 2
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(CUSIP Number)
Howard Friedman, Esquire, Schuyler, Roche & Zwirner, 130 East Randolph Street,
Suite 3800, Chicago IL 60601 312/565-8394
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 8, 1998
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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 [ ].
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).
SEC 1746(12-91)
<PAGE>
SCHEDULE 13D
CUSIP No. 303053 10 2 Page 2 of 4 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Individual Retirement Accounts for the Benefit of Ronald L. Chez and
Ronald L. Chez Individually (###-##-####)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS *
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
443,300
NUMBER OF SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING -0-
PERSON WITH
9 SOLE DISPOSITIVE POWER
443,300
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
443,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES *
[ ]
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.908%
14 TYPE OF REPORTING PERSON *
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 303053 10 2 Page 3 of 4 Pages
Item 3, Source and Amount of Funds or other Consideration, as set forth in the
original Schedule 13D filed by the Reporting Person with respect to the Issuer
dated February 16, 1998 ("Schedule 13D"), is amended by adding thereto the
following:
The shares of Stock represented as held by the Reporting Person which
were acquired since the Reporting Person filed Schedule 13D, which
Schedule 13D is amended by this Amendment No. 1 ("Amendment No. 1"),
were paid for with personal funds of the Reporting Person.
Item 4, Purpose of Transaction, as set forth in Schedule 13D, is amended as
follows:
(i) Item 4(a) as set forth in Schedule 13D is amended by adding
thereto the following:
The Reporting Person has acquired 55,000 shares of Stock of the
Issuer since February 16, 1998. Acquisitions of shares of Stock
of the Issuer from and after October 7, 1998 are as set forth in
Item 5 of this Amendment No. 1. Said 55,000 shares of Stock of
the Issuer are included within the definition of "Shares" as set
forth in Schedule 13D as amended by this Amendment No. 1.
(ii) Item 4(d) as set forth in Schedule 13D is amended by adding the
following:
The Reporting Person seeks immediate election to the Board of
Directors of the Issuer and intends to discuss this matter with
present members of said Board of Directors and take other steps
as deemed appropriate to effect such result. The Reporting
Person believes that all members of the Issuer's Board of
Directors should have proportionately significant investments in
Stock of the Issuer.
(iii) Item 4(e) as set forth in Schedule 13D is amended by adding the
following:
After election to the Board of Directors of Issuer, Reporting
Person is prepared to consider providing additional investment
capital to Issuer, both personally and possibly by solicitation
of other potential investors in a private placement. Based on
reports of the Issuer, the Reporting Person believes that any
such investment and efforts to solicit others to invest in a
private placement will significantly aid the Issuer in its
operations. The Reporting Person does not at this time know the
exact form of that investment and will need the cooperation of
the Issuer in that regard.
<PAGE>
CUSIP No. 303053 10 2 Page 4 of 4 Pages
The Reporting Person intends to discuss these matters with the
Issuer's Board of Directors and other appropriate persons.
(iv) Item 4(f) as set forth in Schedule 13D is amended by adding the
following:
The Reporting Person intends to pursue consideration of a
variety of strategic alternatives with respect to enhancing
shareholder value and the operation of the Issuer's business,
but has not completely formulated these plans at this time. The
Reporting Person intends to discuss these issues with the
Issuer's Board of Directors and other appropriate persons.
Item 5, Interest in Securities of the Issuer, as set forth in Schedule 13D, is
amended as follows:
(i) Item 5(a), as set forth in Schedule 13D, is amended by adding at
the end of said subparagraph (a) of Item 5 the following:
The aggregate number of shares of Stock of Issuer owned by the
Reporting Person as of the date of this Amendment No. 1 is
443,300 shares (the "Shares") which constitutes approximately
5.908% of the outstanding Shares of Stock of the Issuer. The
percentage in this Item 5(a), as amended by this Amendment No.
1, is based on 7,503,098 Shares of the Issuer's Stock
outstanding as reported to Reporting Person's counsel by
Issuer's Vice President - Corporate Secretary for the month
ending October 31, 1998.
(ii) Item 5(c), as reported in schedule 13D, is amended by adding at
the end of said subparagraph (c) of Item 5 the following:
The Reporting Person has acquired an aggregate of 2,000 Shares
of Stock of the Issuer since October 7, 1998 as follows:
Reporting Person purchased 1,000 Shares on 10/9/98 at $4.3750
per Share and 1,000 Shares on 10/19/98 at $3.3125 per share.
Both of the foregoing purchases were open market transactions
and included applicable brokerage commissions. The Reporting
Person had, as indicated, owned 441,300 shares of Issuer's
Stock, all purchased in the open market prior to October 7,
1998.
After reasonable inquiry and to the best of his or her knowledge and
belief, the undersigned hereby certifies that the information set forth in
this Amendment No. 1 is true, complete and correct.
Dated: 12/8/98 /s/ Ronald L. Chez
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Ronald L. Chez
156397
