-----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, EZQF6OCFzS85BPhtKwmFqesNtIKl7LIgLRSF6Oz99al8z5k+UDMzwsJJts87MomO GekL6dzdkG4GlmeTshvtFA== 0000277356-99-000001.txt : 19990111 0000277356-99-000001.hdr.sgml : 19990111 ACCESSION NUMBER: 0000277356-99-000001 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990108 GROUP MEMBERS: AMERICAN FINANCIAL ACQUISITION CORPORATION GROUP MEMBERS: RIVERSIDE GROUP INC/FL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WICKES INC CENTRAL INDEX KEY: 0000910620 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-LUMBER & OTHER BUILDING MATERIALS DEALERS [5211] IRS NUMBER: 363554758 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42945 FILM NUMBER: 99503141 BUSINESS ADDRESS: STREET 1: 706 N DEERPATH DR CITY: VERNON HILLS STATE: IL ZIP: 60061 BUSINESS PHONE: 8473673400 MAIL ADDRESS: STREET 1: 706 NORTH DEERPATH DR CITY: VERNON HILLS STATE: IL ZIP: 60061 FORMER COMPANY: FORMER CONFORMED NAME: WICKES LUMBER CO /DE/ DATE OF NAME CHANGE: 19930813 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RIVERSIDE GROUP INC/FL CENTRAL INDEX KEY: 0000277356 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-LUMBER & OTHER BUILDING MATERIALS DEALERS [5211] IRS NUMBER: 591144172 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 7800 BELFORT PARKWAY STREET 2: SUITE 100 CITY: JACKSONVILLE STATE: FL ZIP: 32256 BUSINESS PHONE: 9042812000 MAIL ADDRESS: STREET 1: 7800 BELFORT PARKWAY STREET 2: SUITE 100 CITY: JACKSONVILLE STATE: FL ZIP: 32256 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN GRAIN INTERNATIONAL INC DATE OF NAME CHANGE: 19840627 FORMER COMPANY: FORMER CONFORMED NAME: RIVERSIDE GROUP INC DATE OF NAME CHANGE: 19820628 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 to SCHEDULE 13D Under the Securities Exchange Act of 1934 Wickes Inc. (Name of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 967446105 (CUSIP Number) T. Malcolm Graham, Esq. Holland & Knight LLP One Independent Drive, Suite 2000 Jacksonville, Florida 32202 (904) 354-4141 (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications) December 30, 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 statement of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box [ ]. *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 purposes 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 Acts (however, see the Notes). CUSIP NO. 967446105 - ------------------------------------------------------------------ 1) Name of Reporting Persons SS. or I.R.S. Identification Nos. of Above Persons Riverside Group, Inc. - ----------------------------------------------------------------- 2) Check the Appropriate Row if a Member of a Group (See Instructions) (a) X (b) - ----------------------------------------------------------------- 3) Sec Use Only - ----------------------------------------------------------------- 4) Source of Funds (See Instructions) WC; OO - ----------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)or 2(e) - ------------------------------------------------------------------ 6) Citizenship or Place of Organization Florida - ------------------------------------------------------------------ Number of Shares 7) Sole Voting Power.............2,970,368 Beneficially Owned by 8) Shared Voting Power........... 395,145 Reporting Person: 9) Sole Dispositive Power.......Same as #7 10) Shared Dispositive Power.....Same as #8 - ----------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 3,365,513 - ---------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - ------------------------------------------------------------------ 13) Percent of Class Represented by Amount in Row (11) 41.0% - ----------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) CO - ------------------------------------------------------------------ 1) Name of Reporting Persons SS. or I.R.S. Identification Nos. of Above Persons American Financial Acquisition Corporation - ------------------------------------------------------------------ CUSIP NO. 967446105 - ------------------------------------------------------------------- 2) Check the Appropriate Row if a Member of a Group (See Instructions) (a) X (b) - ------------------------------------------------------------------ 3) Sec Use Only - ------------------------------------------------------------------ 4) Source of Funds (See Instructions) WC; OO - ------------------------------------------------------------------ 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - ------------------------------------------------------------------ 6) Citizenship or Place of Organization Delaware - ------------------------------------------------------------------ Number of Shares 7) Sole Voting Power..................-0- Beneficially Owned by 8) Shared Voting Power............ 395,145 Reporting Person: 9) Sole Dispositive Power.......Same as #7 10) Shared Dispositive Power.....Same as #8 - ------------------------------------------------------------------ 11) Aggregate Amount Beneficially Owned by Each Reporting Person 395,145 - ------------------------------------------------------------------ 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - ------------------------------------------------------------------ 13) Percent of Class Represented by Amount in Row (11) 4.8% - ----------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) CO - ------------------------------------------------------------------ This Amendment No. 5 amends the Statement on Schedule 13D dated January 19, 1996 filed pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, by Riverside Group, Inc. and American Financial Acquisition Corporation. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended by adding the following paragraph: "On December 22, 1998, Imagine partially exercised the Call Option (as defined in Item 6 hereof), purchasing 185,000 shares of Common Stock from Riverside for $601,250, or $3.25 per share, in cash. On December 30, 1998, Riverside sold 82,000 shares of Common Stock to Imagine Investments for $3.25 per share or $267,000, in a separate transaction. In December, 1998, the Company sold the following shares of Common Stock in the open market: Per Share Total Purchase Date Shares Sold Price Price 12/08 2,600 4.668 $12,137 12/15 2,500 4.3125 10,781 12/16 5,000 3.9175 19,558 12/21 1,000 4.0312 4,031 12/22 5,500 4.2102 23,156 After these transactions, Riverside and its subsidiaries directly own 3,365,513 shares of Common Stock, or approximately 41.0% of the outstanding shares of Common Stock. Of these, 3,365,513 shares, 2,970,368 and 395,145 are directly owned by Riverside and AFAC, respectively." ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES IF THE ISSUER. Item 6 is hereby amended by adding the following paragraphs: "Effective November 18, 1998, Riverside and Imagine entered into an Amendment No. 2 to the Imagine Agreement, which extended the expiration date of the Call Option until November 30, 1998. On November 30, 1998, an Amendment No. 3 was executed, extending the expiration date of the Call Option until December 9, 1998. On December 9, 1998, an Amendment No. 4 was executed extending the expiration date of the Call Option until December 23, 1998. On December 23, 1998, an Amendment No. 5 was executed extending the expiration date of the Call Option until January 23, 1999. As a result of prior exercises of the Call Option, the Call Option is presently exercisable for 365,000 shares." ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Attached as exhibits hereto are the following: Exhibit Description - ------- -------------------------------------------------------- G Amendment No. 2 dated November 18, 1998 to Stock Purchase Agreement dated October 5, 1998 between Riverside Group, Inc. and Imagine Investments, Inc. H Amendment No. 3 dated November 30, 1998 to Stock Purchase Agreement dated October 5, 1998 between Riverside Group, Inc. and Imagine Investments, Inc. I Amendment No. 4 dated December 9, 1998 to Stock Purchase Agreement dated October 5, 1998 between Riverside Group, Inc. and Imagine Investments, Inc. J Amendment No. 5 dated December 23, 1998 to Stock Purchase Agreement dated October 5, 1998 between Riverside Group, Inc. and Imagine Investments, Inc. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: January 8, 1999 RIVERSIDE GROUP, INC. By: /s/ Catherine J. Gray __________________________ Catherine J. Gray Senior Vice President Amendment No. 2 to Stock Purchase Agreement THIS AMENDMENT NO. 2 is entered into as of November 18, 1998, between Riverside Group, Inc., a Florida corporation (the "Seller"), and Imagine Investments, Inc., a Delaware corporation ("Purchaser"). Preamble The Seller and the Purchaser are parties to that certain Stock Purchase Agreement dated as of October 5, 1998 (the "Agreement") and Amendment No. 1 to the Agreement dated November 4, 1998, and desire to modify certain of the provisions thereof as set forth herein. NOW THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration hereinafter set forth, the parties hereto agree as follows: 1. Definitions. Capitalized terms used herein without definition that are defined in the Agreement shall have the same meanings herein as therein. 2. Amendment of Section 1.02 of the Agreement. Section 1.02(b) of the Agreement is hereby amended as follows: (a) The reference to "November 4" contained in the first sentence of the Agreement(but not anywhere else) and as amended to November 19 in Amendment No. 1 is hereby changed to "November 30." 3. Miscellaneous. This Amendment No. 2 may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. To the extent not inconsistent with this Amendment No. 2 and Amendment No. 1, the Agreement remains in full force and effect. The Agreement, as amended by Amendment No. 1 and this Amendment No. 2, supersedes all prior negotiations and agreements (written or oral) among the parties with respect to the subject matter covered thereby and constitutes the entire understanding among the parties thereto. IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed on its behalf, by an officer thereunto duly authorized, all as of the date first above written. IMAGINE INVESTMENTS, INC. By________________________________ Name: Title: "Purchaser" RIVERSIDE GROUP, INC. By________________________________ Name: Title: "Seller" Amendment No. 3 to Stock Purchase Agreement THIS AMENDMENT NO. 3 is entered into as of November 30, 1998, between Riverside Group, Inc., a Florida corporation (the "Seller"), and Imagine Investments, Inc., a Delaware corporation ("Purchaser"). Preamble The Seller and the Purchaser are parties to that certain Stock Purchase Agreement dated as of October 5, 1998 (the "Agreement") and Amendment No. 1 to the Agreement dated November 4, 1998, and desire to modify certain of the provisions thereof as set forth herein. NOW THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration hereinafter set forth, the parties hereto agree as follows: 1. Definitions. Capitalized terms used herein without definition that are defined in the Agreement shall have the same meanings herein as therein. 2. Amendment of Section 1.02 of the Agreement. Section 1.02(b) of the Agreement is hereby amended as follows: (a) The reference to "November 4" contained in the first sentence of the Agreement(but not anywhere else) and as amended to November 30 in Amendment No. 2 is hereby changed to "December 9." 3. Miscellaneous. This Amendment No. 3 may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. To the extent not inconsistent with this Amendment No. 3 and Amendment No. 1 and 2, the Agreement remains in full force and effect. The Agreement, as amended by Amendment No. 1, No. 2 and this Amendment No. 3, supersedes all prior negotiations and agreements (written or oral) among the parties with respect to the subject matter covered thereby and constitutes the entire understanding among the parties thereto. IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed on its behalf, by an officer thereunto duly authorized, all as of the date first above written. IMAGINE INVESTMENTS, INC. By_________________________________ Name: Title: "Purchaser" RIVERSIDE GROUP, INC. By________________________________ Name: Title: "Seller" Amendment No. 4 to Stock Purchase Agreement THIS AMENDMENT NO. 4 is entered into as of December 9, 1998, between Riverside Group, Inc., a Florida corporation (the "Seller"), and Imagine Investments, Inc., a Delaware corporation ("Purchaser"). Preamble The Seller and the Purchaser are parties to that certain Stock Purchase Agreement dated as of October 5, 1998 (the "Agreement") and Amendment No. 1 to the Agreement dated November 4, 1998, and Amendment No. 2 dated November 18, 1998, and Amendment No. 3 dated November 30, 1998 and desire to modify certain of the provisions thereof as set forth herein. NOW THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration hereinafter set forth, the parties hereto agree as follows: 1. Definitions. Capitalized terms used herein without definition that are defined in the Agreement shall have the same meanings herein as therein. 2. Amendment of Section 1.02 of the Agreement. Section 1.02(b) of the Agreement is hereby amended as follows: (a) The reference to "November 4" contained in the first sentence of the Agreement(but not anywhere else) and as amended to November 30 in Amendment No. 2, and as amended to December 9 in Amendment No. 3 is hereby changed to "December 23." 3. Miscellaneous. This Amendment No. 4 may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. To the extent not inconsistent with this Amendment No. 4 and Amendment No. 1 and 2 and 3, the Agreement remains in full force and effect. The Agreement, as amended by Amendment No. 1, No. 2, No. 3, and this Amendment No. 4, supersedes all prior negotiations and agreements (written or oral) among the parties with respect to the subject matter covered thereby and constitutes the entire understanding among the parties thereto. IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed on its behalf, by an officer thereunto duly authorized, all as of the date first above written. IMAGINE INVESTMENTS, INC. By______________________________ Name: Title: "Purchaser" RIVERSIDE GROUP, INC. By________________________________ Name: Title: "Seller" Amendment No. 5 to Stock Purchase Agreement THIS AMENDMENT NO. 5 is entered into as of December 23, 1998, between Riverside Group, Inc., a Florida corporation (the "Seller"), and Imagine Investments, Inc., a Delaware corporation ("Purchaser"). Preamble The Seller and the Purchaser are parties to that certain Stock Purchase Agreement dated as of October 5, 1998 (the "Agreement") and Amendment No. 1 to the Agreement dated November 4, 1998, and Amendment No. 2 dated November 18, 1998, Amendment No. 3 dated November 30, 1998 and Amendment No. 4 dated December 9, 1998 and desire to modify certain of the provisions thereof as set forth herein. NOW THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration hereinafter set forth, the parties hereto agree as follows: 1. Definitions. Capitalized terms used herein without definition that are defined in the Agreement shall have the same meanings herein as therein. 2. Amendment of Section 1.02 of the Agreement. Section 1.02(b) of the Agreement is hereby amended as follows: (a) The reference to "November 4" contained in the first sentence of the Agreement(but not anywhere else) and as amended to November 30 in Amendment No. 2, and as amended to December 9 in Amendment No. 3, and as amended to December 23 in Amendment No. 4 is hereby changed to "January 23." 3. Miscellaneous. This Amendment No. 5 may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. To the extent not inconsistent with this Amendment No. 5 and Amendment No. 1 and 2 and 3 and 4, the Agreement remains in full force and effect. The Agreement, as amended by Amendment No. 1, No. 2, No. 3, No. 4, and this Amendment No. 5, supersedes all prior negotiations and agreements (written or oral) among the parties with respect to the subject matter covered thereby and constitutes the entire understanding among the parties thereto. IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed on its behalf, by an officer thereunto duly authorized, all as of the date first above written. IMAGINE INVESTMENTS, INC. By_________________________________ Name: Title: "Purchaser" RIVERSIDE GROUP, INC. By________________________________ Name: Title: "Seller" -----END PRIVACY-ENHANCED MESSAGE-----