-----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, C4k7Qj+1LX0pDfguRyQm8JMs9+9crpq28mF6GmcBpkDJvI+2nY6eLzYdlasIO/UR GP5Spj/ck4SuvaPzDmwp8Q== /in/edgar/work/0000912057-00-045738/0000912057-00-045738.txt : 20001026 0000912057-00-045738.hdr.sgml : 20001026 ACCESSION NUMBER: 0000912057-00-045738 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20001025 GROUP MEMBERS: D I PARTNERSHIP GROUP MEMBERS: JANUARY ASSOCIATES GROUP MEMBERS: OWEN RANDALL RISSMAN GROUP MEMBERS: RISSMAN FAMILY 1997 TRUST GROUP MEMBERS: ROGER SHIFFMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DREAMS INC CENTRAL INDEX KEY: 0000810829 STANDARD INDUSTRIAL CLASSIFICATION: [5812 ] IRS NUMBER: 870368170 STATE OF INCORPORATION: UT FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-42351 FILM NUMBER: 745086 BUSINESS ADDRESS: STREET 1: 5009 HIATUS ROAD STREET 2: GARDEN STE CITY: SUNRISE STATE: FL ZIP: 33351 BUSINESS PHONE: 8007497529 MAIL ADDRESS: STREET 1: 5009 HIATUS ROAD STREET 2: 5009 HIATUS ROAD CITY: OREM STATE: UT ZIP: 84057 FORMER COMPANY: FORMER CONFORMED NAME: STRATAMERICA CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: D I PARTNERSHIP CENTRAL INDEX KEY: 0001126979 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 364393342 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 180 N LA SALLE STREET STREET 2: SUITE 2700 CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 3128455101 MAIL ADDRESS: STREET 1: 180 N LA SALLE STREET STREET 2: SUITE 2700 CITY: CHICAGO STATE: IL ZIP: 60601 SC 13G 1 a2028437zsc13g.txt SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ------ Dreams, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, No par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 261983100 ---------------------------------- (CUSIP Number) October 12, 2000 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: / / Rule 13d-1(b) /X/ Rule 13d-1(c) / / Rule 13d-1(d) *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 the disclosures provided in a prior cover page. The information required in 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). ITEM 1. (a) Name of Issuer Dreams, Inc. --------------------------------------------------------------------- (b) Address of Issuer's Principal Executive Offices 5009 Hiatus Road, Sunrise, Fla. 33351 --------------------------------------------------------------------- ITEM 2. (a) Name of Person Filing DI Partnership; Owen Randall Rissman, Roger Shiffman; January Associates; and Rissman Family 1997 Trust --------------------------------------------------------------------- (b) Address of Principal Business Office or, if none, Residence All filers c/o Robert Dunn Glick, 180 N. La Salle St., Suite 2700, Chicago, Illinois 60601 --------------------------------------------------------------------- (c) Citizenship USA for All filers and (DI Partnership organized in Illinois) (January Associates organized in Illinois) (Rissman Family 1997 Trust has its situs in Illinois). --------------------------------------------------------------------- (d) Title of Class of Securities Common Stock, no par value --------------------------------------------------------------------- (e) CUSIP Number 261983100 --------------------------------------------------------------------- ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: (a) / / Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) / / Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) / / Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) / / Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) / / An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E). (f) / / An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F). (g) / / A parent holding company or control person in accordance with section 240.13d-1(b)(1)(ii)(G). (h) / / A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). (i) / / A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). (j) / / Group, in accordance with section 240.13d-1(b)(1)(ii)(J). CUSIP No. 261983100 --------- - ------------------------------------------------------------------------------- (1) Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). DI Partnership; Owen Randall Rissman; Roger Shiffman; Rissman Family 1997 Trust; and January Associates - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member (a) / / See Note to of a Group (See Instructions) (b) / / Item 8 - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Citizenship or Place of Organization USA for All filers (DI Partnership organized in Illinois) (January Associates organized in Illinois) (Rissman Family 1997 Trust has its situs in Illinois). - ------------------------------------------------------------------------------- Number of Shares (5) Sole Voting Power Beneficially Owned by -------------------------------------------------- Each Reporting (6) Shared Voting Power Person With: 6,100,000 -------------------------------------------------- (7) Sole Dispositive Power -------------------------------------------------- (8) Shared Dispositive Power 6,100,000 - ------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person 6,100,000 - ------------------------------------------------------------------------------- (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) / / - ------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9) 15.19% - ------------------------------------------------------------------------------- (12) Type of Reporting Person (See Instructions) DI Partnership (PN); Owen Randall Rissman (IN); Roger Shiffman (IN); Rissman Family 1997 Trust (OO); January Associates (PN) - ------------------------------------------------------------------------------- ITEM 4. OWNERSHIP Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 6,100,000 shares of Common Stock, no par value --------------------------------------------------------------------------- (b) Percent of class: 15.19% --------------------------------------------------------------------------- (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote ----------------------------------------------------------------- (ii) Shared power to vote or to direct the vote 6,100,000 ----------------------------------------------------------------- (iii) Sole power to dispose or to direct the disposition of ----------------------------------------------------------------- (iv) Shared power to dispose or to direct the disposition of 6,100,000 ----------------------------------------------------------------- Note: Although DI Partnership, an Illinois general partnership technically has sole power to vote the shares & dispose of the shares, the several partners of DI Partnership, who are January Associates, Risswan Family 1997 Trust, Owen Randall Risswan & Roger Shiffman, share the power to vote the shares & dispose of the shares under the Partnership Agreement of DI Partnership. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. / / ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP NOTE: This document is filed jointly by DI Partnership, an Illinois general partnership, & the several partners of DI Partnership, who are January Associates, Risswan Family 1997 Partnership, Owen Randall Risswan & Roger Shiffman. Although joint filed because they share the beneficial interest in the same shares, DI Partnership & its general partners do not operate a group for purposes of filing this document. ITEM 9. NOTICE OF DISSOLUTION OF GROUP ITEM 10. CERTIFICATION (b) The following certification shall be included if the statement is filed pursuant to section 240.13d-1(c): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 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. October 23, 2000 ---------------------------------------- Date DI Partnership /s/ Owen Randall Rissman By: /s/ Robert Dunn Glick - ------------------------------ ---------------------------------------- Owen Randall Rissman /s/ Roger Shiffman - ------------------------------ Roger Shiffman Robert Dunn Glick, as General Partner of January Associates, a General Partner of DI Partnership January Associates By: /s/ Robert Dunn Glick ---------------------------------------- Robert Dunn Glick, General Partner Rissman Family 1997 Trust By: /s/ Robert Dunn Glick ---------------------------------------- Robert Dunn Glick, Trustee EXHIBIT INDEX Exhibit No. Description 1 Joint Filing Agreement 2 Powers of Attorney EX-1 2 a2028437zex-1.txt EXHIBIT 1 EXHIBIT 1 JOINT FILING AGREEMENT DI Partnership, Owen Randall Rissman, Roger Shiffman, January Associates and Rissman Family 1997 Trust (the "Filing Persons"), hereby agree to file jointly a Schedule 13G and any amendments thereto relating to the aggregate ownership by each of the Filing Persons of any voting equity security of a class which is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, as required by Rule 13d-1 and Rule 13d-2 promulgated under the Securities Exchange Act of 1934. Each of the Filing Persons agrees that the information set forth in such Schedule 13G and any amendments thereto with respect to such Filing Person will be true, complete and correct as of the date of such Schedule 13G or such amendment, to the best of such Filing Person's knowledge and belief, after reasonable inquiry. Each of the Filing Persons makes no representations as to the accuracy or adequacy of the information set forth in the Schedule 13G or any amendments thereto with respect to any other Filing Person. Each of the Filing Persons shall promptly notify the other Filing Persons if any of the information set forth in the Schedule 13G or any amendments thereto shall become inaccurate in any material respect or if said person learns of information that would require an amendment to the Schedule 13G. IN WITNESS WHEREOF, the undersigned have set their hands this 23rd day of October, 2000. /s/ Owen Randall Rissman DI Partnership - ------------------------------- By: January Associates, Owen Randall Rissman General Partner /s/ Roger Shiffman By: /s/ Robert Dunn Glick - ------------------------------- ------------------------------------- Roger Shiffman Robert Dunn Glick, General Partner January Associates Rissman Family 1997 Trust By: /s/ Robert Dunn Glick By: /s/ Robert Dunn Glick --------------------------- ------------------------------------- Robert Dunn Glick, Robert Dunn Glick, Trustee General Partner EX-2 3 a2028437zex-2.txt EXHIBIT 2 EXHIBIT 2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT: The undersigned Owen Randall Rissman constitutes and appoints Robert Dunn Glick his true and lawful attorney-in-fact on his behalf and in his place and stead, in any and all capacities, to execute any and all Schedules 13G or 13D and any amendments thereto relating to ownership of any voting equity security of a class which is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, as required by rules and regulations promulgated under said Securities Exchange Act of 1934, and to file the same with all documents required in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done and hereby ratifying and confirming all said attorney-in-fact and his substitute or substitutes may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this power of attorney to be executed on this 23rd day of October, 2000. /s/ Owen Randall Rissman --------------------------------------- Owen Randall Rissman EXHIBIT 2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT: The undersigned Roger Shiffman constitutes and appoints Robert Dunn Glick his true and lawful attorney-in-fact on his behalf and in his place and stead, in any and all capacities, to execute any and all Schedules 13G or 13D and any amendments thereto relating to ownership of any voting equity security of a class which is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, as required by rules and regulations promulgated under said Securities Exchange Act of 1934, and to file the same with all documents required in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done and hereby ratifying and confirming all said attorney-in-fact and his substitute or substitutes may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this power of attorney to be executed on this 23rd day of October, 2000. /s/ Roger Shiffman --------------------------------------- Roger Shiffman -----END PRIVACY-ENHANCED MESSAGE-----