-----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, IBevbzTtnH2hno/hdCpjnOHYOkgWSSYUDUBvEEf/PoePdvnxC2NxfpYaYLFIyqcq fj5t4DjsUCLfaYFCGgk2OA== 0000950159-99-000002.txt : 19990112 0000950159-99-000002.hdr.sgml : 19990112 ACCESSION NUMBER: 0000950159-99-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990111 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: 99504355 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: 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. 2) * 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) January 10, 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) 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. 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: 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 -----END PRIVACY-ENHANCED MESSAGE-----