-----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, WuJ+a6DfyHowHdMHBWmFWJyjkcgd5Oy1zNgxLvBQp3GXjhuHYerAjlA393hLunWu csiulrj3glFnfdUH66wrKQ== 0000853102-99-000030.txt : 19990217 0000853102-99-000030.hdr.sgml : 19990217 ACCESSION NUMBER: 0000853102-99-000030 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990216 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DAY RUNNER INC CENTRAL INDEX KEY: 0000853102 STANDARD INDUSTRIAL CLASSIFICATION: BLANKBOOKS, LOOSELEAF BINDERS & BOOKBINDING & RELATED WORK [2780] IRS NUMBER: 953624280 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-45607 FILM NUMBER: 99538693 BUSINESS ADDRESS: STREET 1: 15295 ALTON PARKWAY CITY: IRVINE STATE: CA ZIP: 92718 BUSINESS PHONE: 7146803500 MAIL ADDRESS: STREET 1: 15295 ALTON PARKWAY CITY: IRVINE STATE: CA ZIP: 92718 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HIGGINS JILL TATE CENTRAL INDEX KEY: 0001032290 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 10153 1/2 RIVERSIDE DRIVE, #598 CITY: TOLUCA LAKE STATE: CA ZIP: 91602-2556 BUSINESS PHONE: 8185595525 SC 13G/A 1 SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5)(1) Day Runner, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 239545106 (CUSIP Number) (1) 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 and 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). Exhibit Index is Page 9 of 10 Pages Page 2 of 10 Pages CUSIP No. 239545106 SCHEDULE 13G 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON O.S. II, Inc. 95-3624280 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION California 5 SOLE VOTING POWER NUMBER OF 0 shares SHARES 6 SHARED VOTING POWER BENEFICIALLY 1,609,869 shares, the voting power of which is shared with Jill Tate Higgins who is the president and, together OWNED BY with one of her minor children, is the sole owner of O.S. II, Inc. EACH -------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER REPORTING 0 shares PERSON -------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER WITH 1,609,869 shares, the dispositive power of which is shared with Jill Tate Higgins who is the president and, together with one of her minor children, is the sole owner of O.S. II, Inc. 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,609,869 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 13.5% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 10 Pages CUSIP No. 239545106 SCHEDULE 13G 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jill Tate Higgins ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States 5 SOLE VOTING POWER NUMBER OF 33,333 shares SHARES 6 SHARED VOTING POWER BENEFICIALLY 1,609,869 shares, the voting power with respect to which is shared with O.S. II, Inc., and an additional 47,728 OWNED BY shares, the voting power with respect to which is shared with Lakeside Enterprises, L.P. EACH -------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER REPORTING 33,333 shares PERSON -------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER WITH 1,609,869 shares, the dispositive power with respect to which is shared with O.S. II, Inc., and an additional 47,728 shares, the dispositive power with respect to which is shared with Lakeside Enterprises, L.P. 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,690,930 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [X] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 14.2% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 10 Pages CUSIP No. 239545106 SCHEDULE 13G 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lakeside Enterprises, L.P. ("Lakeside") 95-4579620 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION California 5 SOLE VOTING POWER NUMBER OF 0 shares SHARES 6 SHARED VOTING POWER BENEFICIALLY 47,728 shares, with respect to which the voting power is shared with Jill Tate Higgins as Trustee of the Jill Tate OWNED BY Higgins Living Trust, dated 10/31/84 ("JTHLT"), who is the general partner of Lakeside. JTHLT, O.S. II, Inc. and EACH James P. Higgins (Ms. Higgins' spouse), in his individual capacity and as custodian for each of six minor children REPORTING of Ms. Higgins and Mr. Higgins, are limited partners of Lakeside. PERSON -------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER WITH 0 shares 8 SHARED DISPOSITIVE POWER 47,728 shares, with respect to which the dispositive power is shared with JTHLT, who is the general partner of Lakeside. JTHLT, O.S. II, Inc. and James P. Higgins (Ms. Higgins' spouse), in his individual capacity and as custodian for each of six minor children of Ms. Higgins and Mr. Higgins, are limited partners of Lakeside. 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 47,728 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.4% 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 5 of 10 pages Item 1(a) Name of Issuer: Day Runner, Inc. Item 1(b) Address of Issuer's Principal Executive Offices: 15295 Alton Parkway Irvine, CA 92618 Item 2(a) Name of Person Filing: This Statement is being filed by O.S. II, Inc., Jill Tate Higgins and Lakeside Enterprises, L.P., who are sometimes collectively referred to as the "Reporting Persons." The Reporting Persons may be deemed to be a "group" for purposes of Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 and the rules thereunder (the "Act"), although each expressly disclaims any assertion or presumption that it or any of the other persons on whose behalf this Statement is filed constitutes a "group." Neither the filing of this Statement nor the Agreement [see Exhibit 1*] should be construed individually or collectively to be an admission that any of the Reporting Persons is a member of a "group" consisting of one or more of the Reporting Persons or any one or more other persons. Item 2(b) Address of Principal Business Office or, if none, Residence: The address of the principal business office of O.S. II, Inc. is 10153 1/2 Riverside Drive, #598, Toluca Lake, CA 91602. The residence address of Ms. Higgins is 4224 Clybourn Avenue, Burbank, CA 91505. The address of principal business office of Lakeside Enterprises, L.P. is 10153 1/2 Riverside Drive, #598, Toluca Lake, CA 91602. Item 2(c) Citizenship: O.S. II, Inc. is a California corporation. Ms. Higgins is a United States citizen. Lakeside Enterprises, L.P. is a California limited partnership. Item 2(d) Title of Class of Securities: Common Stock Item 2(e) CUSIP Number: 239545106 Item 3 If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: Not applicable Page 6 of 10 pages Item 4 Ownership: The following information with respect to the ownership of Day Runner, Inc.'s Common Stock by the Reporting Persons is provided as of December 31, 1997, the last day of the year covered by this Statement. (a) Amount Beneficially Owned: See Row 9 of cover page for each Reporting Person. With respect to the aggregate amount of shares beneficially owned by Ms. Higgins, such amount does not include an aggregate of 45,733 shares as to which Ms. Higgins disclaims beneficial ownership, including (i) 43,233 shares owned by James P. Higgins (Ms. Higgins' spouse) and (ii) 2,500 shares held by James P. Higgins as custodian for the benefit of his minor children. This report shall not be deemed an admission that Ms. Higgins is the beneficial owner of such 45,733 shares for purposes of Section 13(d) or 13(g) of the Act or for any other purpose. (b) Percent of Class: See Row 11 of cover page for each Reporting Person. (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote See Row 5 of cover page for each Reporting Person. (ii) shared power to vote or to direct the vote See Row 6 of cover page for each Reporting Person. (iii) sole power to dispose or to direct the disposition of See Row 7 of cover page for each Reporting Person. (iv) shared power to dispose or to direct the disposition of See Row 8 of cover page for each Reporting Person. Item 5 Ownership of Five Percent or Less of a Class: Not applicable Page 7 of 10 pages Item 6 Ownership of More than Five Percent on Behalf of Another Person: To the best knowledge of each of the Reporting Persons, no person other than each of the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Day Runner, Inc. Common Stock owned by each of the Reporting Persons, respectively, except that: Ms. Higgins may be deemed to have such rights with respect to (i) O.S. II, Inc., due to the fact that she, together with one of her minor children, owns all of the equity interest therein and (ii) Lakeside Enterprises, L.P., due to the fact that (a) Jill Tate Higgins as Trustee of the Jill Tate Higgins Living Trust dated, October 31, 1984 ("JTHLT") is the general partner of Lakeside Enterprises, L.P. and (b) JTHLT, O.S. II, Inc. and James P. Higgins (Ms. Higgins' spouse), in his individual capacity and as custodian for each of six minor children of Ms. Higgins and Mr. Higgins, are limited partners of Lakeside Enterprises, L.P. Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: Not applicable Item 8 Identification and Classification of Members of the Group: See Exhibit 2. The Reporting Persons may be deemed to be a "group" for the purposes of Section 13(d) and 13(g) of the Act, although each expressly disclaims any assertion or presumption that it or the other persons on whose behalf this Statement is filed constitute a "group." The filing of this Statement should not be construed to be an admission that any of the Reporting Persons is a member of a "group" consisting of one or more such persons. Item 9 Notice of Dissolution of Group: Not applicable Item 10 Certification: Not applicable Page 8 of 10 pages 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: February 12, 1999 - --------------------------------- Jill Tate Higgins - --------------------------------- Jill Tate Higgins, President O.S. II, Inc. - --------------------------------- Jill Tate Higgins as Trustee of the Jill Tate Higgins Living Trust, dated October 31, 1984 General Partner, Lakeside Enterprises, L.P. Page 9 of 10 pages EXHIBIT INDEX Exhibit Number Exhibit Page 1 Agreement to File Joint Statement Page 9 of 10 pages on Schedule 13G* 2 Identification of the Reporting Page 10 of 10 pages Persons * Incorporated by reference to Amendment No. 4 to the Reporting Persons' Schedule 13G filed with the Commission on February 13, 1997. Page 10 of 10 pages Exhibit 2 The Reporting Persons are identified below: O.S. II, Inc. (formerly known as Ostwo, Inc.) is a California corporation. Effective November 23, 1994, Ostwo, Inc. changed its name to O.S. II, Inc. The Reporting Persons' Schedule 13G and Amendment No. 1 thereto filed with the Commission on February 16, 1993 and March 8, 1994, respectively, were both filed in the names of Ostwo, Inc. and Jill Tate Higgins. Jill Tate Higgins is a United States citizen and, (i) together with one of her minor children, the owner of all the equity interest of O.S. II, Inc. and (ii) as Trustee of the Jill Tate Higgins Living Trust, dated October 31, 1984, the general partner of Lakeside Enterprises, L.P. Jill Tate Higgins as Trustee of the Jill Tate Higgins Living Trust, dated October 31, 1984, O.S. II, Inc. and James P. Higgins (Ms. Higgins' spouse), in his individual capacity and as custodian for each of six minor children of Ms. Higgins and Mr. Higgins, are limited partners of Lakeside Enterprises, L.P. Lakeside Enterprises, L.P. is a California limited partnership. -----END PRIVACY-ENHANCED MESSAGE-----