-----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, IsGUuEjdF0y4dl7TwnXZeH7VgIly18rkGdKG3LZmJB4d2kw7AOW6kWjf3e5/xz42 Y6BeY3yFCrx29dwmIFNUGg== 0000897423-98-000058.txt : 19980310 0000897423-98-000058.hdr.sgml : 19980310 ACCESSION NUMBER: 0000897423-98-000058 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980309 SROS: NYSE GROUP MEMBERS: PORTFOLIO ASSOCIATES, INC. GROUP MEMBERS: PORTFOLIO O INVESTORS, L.P. GROUP MEMBERS: TF INVESTORS, L.P. GROUP MEMBERS: THOMAS M. TAYLOR GROUP MEMBERS: TRINITY CAPITAL MANAGEMENT, INC. GROUP MEMBERS: TRINITY I FUND L P GROUP MEMBERS: TRINITY I FUND, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CML GROUP INC CENTRAL INDEX KEY: 0000729576 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 042451745 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-34681 FILM NUMBER: 98559730 BUSINESS ADDRESS: STREET 1: 524 MAIN ST CITY: ACTON STATE: MA ZIP: 01720 BUSINESS PHONE: (978) 264-4155 MAIL ADDRESS: STREET 1: 524 MAIN STREET CITY: ACTON STATE: MA ZIP: 01720 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRINITY I FUND L P CENTRAL INDEX KEY: 0001002783 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 201 MAIN ST STREET 2: STE 3200 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8173908400 MAIL ADDRESS: STREET 1: 201 MAIN ST STREET 2: STE 3200 CITY: FORT WORTH STATE: TX ZIP: 76102 SC 13D/A 1 CML GROUP, INC. SCHED. 13D, AMEND. NO 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D** Under the Securities Exchange Act of 1934 (Amendment No. 1)* CML Group, Inc. (Name of Issuer) Common Stock, Par Value $0.10 Per Share (Title of Class of Securities) 125820100 (Cusip Number) W. Robert Cotham 201 Main Street, Suite 2600 Fort Worth, Texas 76102 (817) 390-8400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 5, 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 [ ]. *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). **The total number of shares reported herein is 3,503,700 shares, which constitutes approximately 7.0% of the total number of shares outstanding. All ownership percentages set forth herein assume that there are 49,886,946 shares outstanding. 1. Name of Reporting Person: Trinity I Fund, L.P. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Delaware 7. Sole Voting Power: 3,503,700 (1) (2) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 3,503,700 (1) (2) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 3,503,700 (2) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 7.0% 14. Type of Reporting Person: PN - ---------- (1) Power is exercised through its sole general partner, TF Investors, L.P. (2) Solely in its capacity as the sole stockholder of Portfolio Associates, Inc., which is the sole general partner of Portfolio O Investors, L.P. 1. Name of Reporting Person: TF Investors, L.P. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Delaware 7. Sole Voting Power: 3,503,700 (1) (2) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 3,503,700 (1) (2) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 3,503,700 (2) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 7.0% 14. Type of Reporting Person: PN - ---------- (1) Power is exercised through its sole general partner, Trinity Capital Management, Inc. (2) Solely in its capacity as the sole general partner of Trinity I Fund, L.P., which is the sole stockholder of Portfolio Associates, Inc., which is the sole general partner of Portfolio O Investors, L.P. 1. Name of Reporting Person: Trinity Capital Management, Inc. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Delaware 7. Sole Voting Power: 3,503,700 (1) (2) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 3,503,700 (1) (2) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 3,503,700 (2) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 7.0% 14. Type of Reporting Person: CO - ---------- (1) Power is exercised through its President, Thomas M. Taylor. (2) Solely in its capacity as the sole general partner of TF Investors, L.P., which is the sole general partner of Trinity I Fund, L.P., which is the sole stockholder of Portfolio Associates, Inc., which is the sole general partner of Portfolio O Investors, L.P. 1. Name of Reporting Person: Thomas M. Taylor 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: USA 7. Sole Voting Power: 3,503,700 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 3,503,700 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 3,503,700 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 7.0% 14. Type of Reporting Person: IN - ---------- (1) Solely in his capacity as President and sole stockholder of Trinity Capital Management, Inc., which is the sole general partner of TF Investors, L.P., which is the sole general partner of Trinity I Fund, L.P., which is the sole stockholder of Portfolio Associates, Inc., which is the sole general partner of Portfolio O Investors, L.P. 1. Name of Reporting Person: Portfolio O Investors, L.P. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: OO-Partnership Contributions 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Delaware 7. Sole Voting Power: 3,503,700 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 3,503,700 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 3,503,700 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 7.0% 14. Type of Reporting Person: PN - ---------- (1) Power is exercised through its sole general partner, Portfolio Associates, Inc. 1. Name of Reporting Person: Portfolio Associates, Inc. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Delaware 7. Sole Voting Power: 3,503,700 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 3,503,700 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 3,503,700 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 7.0% 14. Type of Reporting Person: CO - ---------- (1) Solely in its capacity as the sole general partner of Portfolio O Investors, L.P. Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby amend their Schedule 13D Statement dated November 18, 1997 (the "Schedule 13D"), relating to the Common Stock, par value $0.10 per share, of CML Group, Inc. Unless otherwise indicated, all defined terms used herein shall have the same meanings ascribed to them in the Schedule 13D. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 is hereby amended and restated in its entirety as follows: The source and amount of the funds used or to be used by the Reporting Persons to purchase shares of the Stock are as follows: REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS TIF Not Applicable Not Applicable TFI Not Applicable Not Applicable TCM Not Applicable Not Applicable TMT Not Applicable Not Applicable POI Other (1) $9,313,866.69 PA Not Applicable Not Applicable (1) Contributions from partners. Item 4. PURPOSE OF TRANSACTION. Item 4 is hereby amended by adding at the end thereof the following: We are optimistic about the future prospects of the Issuer due primarily to new management and to the recently announced commitment letter for a new financing facility. This should enable the Issuer to improve operations at both the profitable Smith & Hawken subsidiary and the troubled NordicTrack division while proceeding with a previously announced strategic review. Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act. Item 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended and restated in its entirety as follows: (a) TIF Because of its position as the sole stockholder of PA, which is the sole general partner of POI, TIF may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 3,503,700 shares of the Stock, which constitutes approximately 7.0% of the outstanding shares of the Stock. TFI Because of its position as the sole general partner of TIF, which is the sole stockholder of PA, which is the sole general partner of POI, TFI may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 3,503,700 shares of the Stock, which constitutes approximately 7.0% of the outstanding shares of the Stock. TCM Because of its position as the sole general partner of TFI, which is the sole general partner of TIF, which is the sole stockholder of PA, which is the sole general partner of POI, TCM may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 3,503,700 shares of the Stock, which constitutes approximately 7.0% of the outstanding shares of the Stock. TMT Because of his position as the President and sole stockholder of TCM, which is the sole general partner of TFI, which is the sole general partner of TIF, which is the sole stockholder of PA, which is the sole general partner of POI, TMT may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 3,503,700 shares of the Stock, which constitutes approximately 7.0% of the outstanding shares of the Stock. POI The aggregate number of shares of the Stock that POI owns beneficially, pursuant to Rule 13d-3 of the Act, is 3,503,700, which constitutes approximately 7.0% of the outstanding shares of the Stock. PA Because of its position as the sole general partner of POI, PA may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 3,503,700 shares of the Stock, which constitutes approximately 7.0% of the outstanding shares of the Stock. To the best of the knowledge of each of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 herein is the beneficial owner of any shares of the Stock. (b) TIF As the sole stockholder of PA, which is the sole general partner of POI, TIF has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 3,503,700 shares of the Stock. TFI As the sole general partner of TIF, which is the sole stockholder of PA, which is the sole general partner of POI, TFI has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 3,503,700 shares of the Stock. TCM As the sole general partner of TFI, which is the sole general partner of TIF, which is the sole stockholder of PA, which is the sole general partner of POI, TCM has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 3,503,700 shares of the Stock. TMT As the President and sole stockholder of TCM, which is the sole general partner of TFI, which is the sole general partner of TIF, which is the sole stockholder of PA, which is the sole general partner of POI, TMT has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 3,503,700 shares of the Stock. POI Acting through its sole general partner, POI has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 3,503,700 shares of the Stock. PA As the sole general partner of POI, PA has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 3,503,700 shares of the Stock. (c) During the past 60 days POI has effected transactions in shares of the Stock on the New York Stock Exchange as follows: NO. OF SHARES PRICE PER DATE PURCHASED OR SOLD SHARE 01/26/98 25,000(P) $ 2.18 01/27/98 350,000(P) 1.68 01/27/98 25,000(P) 1.55 02/02/98 40,000(S) 1.96 02/03/98 6,500(S) 1.94 02/05/98 71,600(P) 1.55 02/06/98 53,400(P) 1.52 02/09/98 25,000(P) 1.55 02/18/98 25,000(P) 1.43 02/20/98 50,000(P) 1.30 03/04/98 25,000(P) 1.30 03/05/98 75,000(P) 1.18 03/05/98 104,000(P) 1.16 Except as set forth in this paragraph (c), to the best of the knowledge of each of the Reporting Persons, none of the persons named in response to paragraph (a) has effected any transactions in shares of the Stock since the last filing. (d) Each of the Reporting Persons affirms that no person other than such Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Stock owned by such Reporting Person. (e) Not Applicable. Item 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 99.1 -- Agreement and Power of Attorney pursuant to Rule 13d-1(f)(1)(iii), previously filed. 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. DATED: March 9, 1998 TRINITY I FUND, L.P., a Delaware limited partnership By: TF INVESTORS, L.P., a Delaware limited partnership, General Partner By: TRINITY CAPITAL MANAGEMENT, INC., a Delaware corporation, General Partner By: /s/ W. R. Cotham W. R. Cotham, Vice President TF INVESTORS, L.P., a Delaware limited partnership By: TRINITY CAPITAL MANAGEMENT, INC., a Delaware corporation, General Partner By: /s/ W. R. Cotham W. R. Cotham, Vice President TRINITY CAPITAL MANAGEMENT, INC., a Delaware corporation By: /s/ W. R. Cotham W. R. Cotham, Vice President PORTFOLIO O INVESTORS, L.P., a Delaware limited partnership By: PORTFOLIO ASSOCIATES, INC., a Delaware corporation, General Partner By: /s/ W. R. Cotham W. R. Cotham, Vice President PORTFOLIO ASSOCIATES, INC., a Delaware corporation By: /s/ W. R. Cotham W. R. Cotham, Vice President /s/ W. R. Cotham W. R. Cotham, Attorney-in-Fact for: THOMAS M. TAYLOR (1) (1) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Thomas M. Taylor previously has been filed with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----