-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RqCD1FOELk6JSOoi39twq6I/7cGQcDCDGcqrXw8a2G5yZOjMRnsC76vPCGAK9KwI MGVN7MbSvUwRPvV6OXc+9w== 0000950159-98-000282.txt : 19981209 0000950159-98-000282.hdr.sgml : 19981209 ACCESSION NUMBER: 0000950159-98-000282 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981208 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FACTORY CARD OUTLET CORP CENTRAL INDEX KEY: 0001024441 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 363652087 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-49243 FILM NUMBER: 98765773 BUSINESS ADDRESS: STREET 1: 2727 DIEHL RD CITY: NAPERVILLE STATE: IL ZIP: 60563 BUSINESS PHONE: 6302380010 MAIL ADDRESS: STREET 1: 745 BIRGINAL DRIVE CITY: BENSENVILLE STATE: IL ZIP: 60106 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHEZ RONALD L CENTRAL INDEX KEY: 0000942801 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 555 WEST MADISON STREET STREET 2: SUITE 3508-1 CITY: CHICAGO STATE: IL ZIP: 60661 BUSINESS PHONE: 3125652400 MAIL ADDRESS: STREET 1: 555 WEST MADISON STREET STREET 2: SUITE 3508-1 CITY: CHICAGO STATE: IL ZIP: 60661 SC 13D/A 1 OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 1997 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. 1) * 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) December 8, 1998 - -------------------------------------------------------------------------------- (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) 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. 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. 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 --------- ------------------------ Ronald L. Chez 156397 -----END PRIVACY-ENHANCED MESSAGE-----