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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. 2) *
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)
January 10, 1999
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(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 Section 240.13d-7 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).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
SEC 1746(2-98)
<PAGE>
CUSIP No. 303053 10 2 Page 1 of 3 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
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 (See Instructions)
(a) [ ]
(b) [ ]
3 SEC Use Only
4 Source of Funds (See Instructions)
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 of America
7 Sole Voting Power
425,600
Number of Shares
Beneficially Owned 8 Shared Voting Power
by Each Reporting -0-
Person With
9 Sole Dispositive Power
425,600
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
425,600
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
5.672%
14 Type of Reporting Person (See Instructions)
IN
Instructions for Cover Page
(1) Names and I.R.S. Identification Numbers of Reporting Persons -- Furnish the
full legal name of each person for who the report is filed - i.e., each
person required to sign the schedule itself - including each member of a
group. Do not include the name of a person required to be identified in the
report but who is not a reporting person. Reporting persons that are
entities are also requested to furnish their I.R.S. identification numbers,
although disclosure of such numbers is voluntary, not mandatory (see
"SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).
(2) If any of the shares beneficially owned by a reporting person are held as a
member of a group and the membership is expressly affirmed, please check
row 2(a). If the reporting person disclaims membership in a group or
describes a relationship with other persons but does not affirm the
existence of a group, please check row 2(b) [unless it is a joint filing
pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to check
row 2(b)].
(3) The 3rd row is for SEC internal use; please leave blank.
<PAGE>
CUSIP No. 303053 10 2 Page 2 of 3 Pages
Item 4, Purpose of Transaction, as set forth in the original Schedule 13D filed
by the Reporting Person with respect to the Issuer dated February 16, 1998
("Schedule 13D") and amended by the Schedule 13D filed by the Reporting Person
with respect to the Issuer dated December 8, 1998 ("Amendment No. 1"), is
amended by this "Amendment No. 2" as follows:
(i) Item 4(f) as set forth in Schedule 13D (including Amendment No. 1) is
further amended by this Amendment No. 2 by adding at the end of said
subparagraph (f) of Item 4 the following:
In addition, the Reporting Person believes in the viability and
potential profitability of the Issuer's basic business concept. He has
spoken with shareholders and directors and intends to continue a
dialog with same with the intent of determining the best course of
action to help assure the Issuer's return to successful performance.
The Reporting Person has not yet formulated specific plans in this
regard. The Reporting Person sent a letter dated January 11, 1999
indicating his willingness to attempt to raise funds for the Issuer,
subject to certain conditions.
Item 5, Interest in Securities of the Issuer, as set forth in Schedule 13D and
amended by Amendment No. 1, is amended by this Amendment No. 2 as follows:
(i) Item 5(a) as set forth in Schedule 13D (including Amendment No. 1) is
further amended by this Amendment No. 2 by adding at the end of said
subparagraph (a) of Item 5 the following:
The aggregate number of shares of Stock of the Issuer owned by the
Reporting Person as of the date of this Amendment No. 2 is 425,600
shares (the "Shares") which constitutes approximately 5.672% of the
outstanding Shares of Stock of the Issuer. The percentage in this Item
5(a), as amended by this Amendment No. 2, 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 set forth in Schedule 13D (including Amendment No. 1) is
further amended by this Amendment No. 2 by adding at the end of said
subparagraph (c) of Item 5 the following:
<PAGE>
CUSIP No. 303053 10 2 Page 3 of 3 Pages
The Reporting Person has sold an aggregate of 19,000 Shares of Stock
and acquired an aggregate of 1,300 Shares of Stock of the Issuer since
December 7, 1998 as follows: the Reporting Person sold 10,000 Shares
on December 28, 1998 at $1.6037 per Share and 9,000 Shares on December
29, 1998 at $1.6250 per Share, and purchased 1,300 Shares on December
30, 1998 at $1.3750 per Share. All of the foregoing sales and purchase
were open market transactions and included applicable brokerage
commissions. The Reporting Person had, as indicated, owned 443,300
shares of Issuer's Stock, all purchased in the open market prior to
December 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. 2 is true, complete and correct.
Dated: January 11, 1999 /s/ Ronald L. Chez
---------------------------------
Ronald L. Chez
