OMB APPROVAL
OMB Number: 3235-0145
Expires: August 31, 1999
Estimated average burden
hours per response ....14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3) *
Factory Card Outlet Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
303053 10 2
- --------------------------------------------------------------------------------
(CUSIP Number)
Howard Friedman, Esquire, Schuyler, Roche & Zwirner, 130 East Randolph Street,
Suite 3800, Chicago IL 60601 312/565-8394
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 3, 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 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 2 of 4 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
1,027,800
Number of Shares
Beneficially Owned 8 Shared Voting Power
by Each Reporting -0-
Person With
9 Sole Dispositive Power
1,027,800
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
13.697%
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 3 of 4 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") and
further amended by the Schedule 13D filed by the Reporting Person with respect
to the Issuer dated January 11, 1999 ("Amendment No. 2"), Schedule 13D, as
amended, is further amended by this "Amendment No. 3" as follows:
Item 4(f) as set forth in Schedule 13D, including Amendment No. 1 and
Amendment No. 2, is further amended by this Amendment No. 3 by adding
at the end of paragraph (f) of Item 4 the following:
The Reporting Person, as well as other shareholders of the Issuer,
have indicated a strong desire to have an Official Equity
Committee formed to represent the interests of the common
shareholders in connection with the Chapter 11 Bankruptcy Cases of
the Issuer and its subsidiary, Factory Card of America, Ltd. The
Reporting Person has also confirmed that he is willing to serve as
a Member of the Official Committee of Equity Holders and to devote
the time and effort necessary to fulfill the duties required of
such a Member.
Item 5, Interest in Securities of the Issuer, as set forth in Schedule 13D and
as amended by Amendment No. 1 and Amendment No. 2, is further amended by this
Amendment No. 3 as follows:
1. Item 5(a), as set forth in Schedule 13D, including Amendment No. 1
and Amendment No. 2, is further 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. 3 is
1,027,800 shares (the "Shares") which constitutes
approximately 13.697% of the outstanding Shares of Stock of
the Issuer. The percentage in this Item 5(a), as amended by
this Amendment No. 3, 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 quarter ending May 2, 1999.
<PAGE>
CUSIP No. 303053 10 2 Page 4 of 4 Pages
2. Item 5(c), as reported in Schedule 13D, including Amendment No. 1
and Amendment No. 2, is further amended by this Amendment No. 3 by
adding at the end of said subparagraph (c) of Item 5 the following:
The Reporting Person has sold an aggregate of 7,000 Shares of
Stock of the Issuer and acquired an aggregate of 609,200
Shares of Stock of the Issuer since January 11, 1999 as
follows: The Reporting Person sold 7,000 Shares on February 3,
1999 at $2.375 per Share and the Reporting Person purchased
609,200 Shares at $.05 per Share on June 3, 1999. The
foregoing sale of 7,000 Shares was an open market transaction
and was subject to the payment of applicable brokerage
commissions. On June 3, 1999, the Reporting Person purchased
609,200 Shares of common stock of the Issuer from Wellington
Management Company, LLP in a private transaction for $.05 per
share.
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned hereby certifies that the information set forth in this
Amendment No. 3 is true, complete and correct.
Dated: June 4, 1999 /s/ Ronald L. Chez
-------------------
Ronald L. Chez
170933
