-----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, EcIxjHoEuyyRC/m0T6zPHituB9tgTdhE5j5/j/o+M3CTEWk18ysE+AdviRI3yutg sMf4xtIPhCfiKBPFWwcn6g== 0000950172-01-500662.txt : 20030314 0000950172-01-500662.hdr.sgml : 20030314 20010810153033 ACCESSION NUMBER: 0000950172-01-500662 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010810 GROUP MEMBERS: ARBCO ASSOCIATES, L.P. GROUP MEMBERS: DAY HOLDINGS LLC GROUP MEMBERS: KAYNE ANDERSON DIVERSIFIED CAPITAL PARTNERS, L.P. GROUP MEMBERS: KAYSUN HOLDINGS LLC GROUP MEMBERS: SUNRISE ADVISORS, LLC GROUP MEMBERS: SUNRISE CAPITAL PARTNERS, L.P. 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45607 FILM NUMBER: 01704458 BUSINESS ADDRESS: STREET 1: 2750 W. MOORE AVENUE CITY: FULLERTON STATE: CA ZIP: 92833 BUSINESS PHONE: 7146803500 MAIL ADDRESS: STREET 1: 15295 ALTON PARKWAY CITY: IRVINE STATE: CA ZIP: 92718 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OSMOND ACQUISITION CO LLC CENTRAL INDEX KEY: 0001141998 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 685 THIRD AVE STREET 2: 15TH FL CITY: NEW YORK STATE: NY ZIP: 10017-4024 BUSINESS PHONE: 2125823015 MAIL ADDRESS: STREET 1: 685 THIRD AVE STREET 2: 15TH FL CITY: NEW YORK STATE: NY ZIP: 10017-4024 SC 13D/A 1 s530769.txt SC 13D - AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1) Day Runner, Inc. - ------------------------------------------------------------------------------ (Name of Issuer) Common Stock, Par Value $0.001 Per Share - ------------------------------------------------------------------------------ (Title of Class of Securities) 239545205 - ------------------------------------------------------------------------------ (CUSIP Number) Osmond Acquisition Company LLC Day Holdings LLC KAYSUN Holdings LLC Sunrise Capital Partners, L.P. Sunrise Advisors, LLC Arbco Associates, L.P. Kayne Anderson Diversified Capital Partners, L.P (Name of Persons Filing Statement) Lawrence S. Coben Osmond Acquisition Company LLC 685 Third Avenue 15th Floor New York, New York 10017-4024 Telephone: (212) 582-3015 - ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 8, 2001 - ------------------------------------------------------------------------------ (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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box | |. CUSIP No. 239545205 SCHEDULE 13D Page 2 of 15 Pages - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) OSMOND ACQUISITION COMPANY LLC - ------------------------------------------------------------------------------ 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 ITEM 2(d) OR 2(e) - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON 23,200,000 WITH ------------------------------------------------- 9 SOLE DISPOSITIVE POWER 11,600,000 ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,200,000 - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | | - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 90.6% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON OO - ------------------------------------------------------------------------------ CUSIP No. 239545205 SCHEDULE 13D Page 3 of 15 Pages - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) DAY HOLDINGS LLC - ------------------------------------------------------------------------------ 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 ITEM 2(d) OR 2(e) - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY --------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON 23,200,000 WITH --------------------------------------------------- 9 SOLE DISPOSITIVE POWER 6,275,600 --------------------------------------------------- 10 SHARED DISPOSITIVE POWER 5,324,400 - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,200,000 - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | | - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 90.6% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON OO - ------------------------------------------------------------------------------ CUSIP No. 239545205 SCHEDULE 13D Page 4 of 15 Pages - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) KAYSUN HOLDINGS LLC - ------------------------------------------------------------------------------ 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 ITEM 2(d) OR 2(e) - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 23,200,000 OWNED BY ------------------------------------------------ EACH 8 SHARED VOTING POWER REPORTING PERSON 0 WITH ------------------------------------------------ 9 SOLE DISPOSITIVE POWER 23,200,000 ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,200,000 - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | | - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 90.6% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON OO - ------------------------------------------------------------------------------ CUSIP No. 239545205 SCHEDULE 13D Page 5 of 15 Pages - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) SUNRISE CAPITAL PARTNERS, 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 ITEM 2(d) OR 2(e) - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ------------------------------------------------ EACH 8 SHARED VOTING POWER REPORTING PERSON 23,200,000 WITH ------------------------------------------------ 9 SOLE DISPOSITIVE POWER 11,600,000 ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,200,000 - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | | - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 90.6% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON PN - ------------------------------------------------------------------------------ CUSIP No. 239545205 SCHEDULE 13D Page 6 of 15 Pages - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) SUNRISE ADVISORS, LLC - ------------------------------------------------------------------------------ 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 ITEM 2(d) OR 2(e) - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ------------------------------------------------ EACH 8 SHARED VOTING POWER REPORTING PERSON 23,200,000 WITH ------------------------------------------------ 9 SOLE DISPOSITIVE POWER 11,600,000 ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,200,000 - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | | - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 90.6% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON OO - ------------------------------------------------------------------------------ CUSIP No. 239545205 SCHEDULE 13D Page 7 of 15 Pages - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) ARBCO ASSOCIATES, 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 ITEM 2(d) OR 2(e) - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA - ------------------------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ------------------------------------------------ EACH 8 SHARED VOTING POWER REPORTING PERSON 23,200,000 WITH ------------------------------------------------ 9 SOLE DISPOSITIVE POWER 0 ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 1,960,400 - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,200,000 - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | | - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 90.6% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON PN - ------------------------------------------------------------------------------ CUSIP No. 239545205 SCHEDULE 13D Page 8 of 15 Pages - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) KAYNE ANDERSON DIVERSIFIED CAPITAL PARTNERS, 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 ITEM 2(d) OR 2(e) - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA - ------------------------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ------------------------------------------------ EACH 8 SHARED VOTING POWER REPORTING PERSON 23,200,000 WITH ------------------------------------------------ 9 SOLE DISPOSITIVE POWER 0 ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 3,364,000 - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,200,000 - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | | - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 90.6% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON PN - ------------------------------------------------------------------------------ SCHEDULE 13D - AMENDMENT No. 1 This statement ("Amendement No. 1") amends the Schedule 13D dated June 4, 2001 (the "Schedule 13D"), originally filed by Osmond Acquisition Company LLC, a limited liability company organized under the laws of the state of Delware, Day Holdings LLC, a limited liability company organized under the laws of the state of Delaware, Arbco Associates, L.P., a limited partnership organized under the laws of the state of California, and Kayne Anderson Diversified Capital Partners, L.P., a limited partnership organized under the laws of the state of California. Capitalized terms used and not defined in this Amendment No. 1 shall have the meanings set forth in the Schedule 13D. Item 2. Identity and Background. This Amendment No. 1 is being jointly filed by Osmond Acquisition Company LLC, a limited liability company organized under the laws of the state of Delaware ("Osmond"), Day Holdings LLC, a limited liability company organized under the laws of the state of Delaware ("Day Holdings"), KAYSUN Holdings LLC, a limited liability company organized under the laws of the state of Delaware ("KAYSUN Holdings"), Sunrise Capital Partners, L.P., a limited partnership organized under the laws of the state of Delaware ("Sunrise"), Sunrise Advisors, LLC, a limited liability company organized under the laws of the state of Delaware ("Sunrise Advisors"), Arbco Associates, L.P., a limited partnership organized under the laws of the state of California ("Arbco"), and Kayne Anderson Diversified Capital Partners, L.P., a limited partnership organized under the laws of the state of California ("KADCP"). Osmond, Day Holdings, KAYSUN Holdings, Sunrise, Sunrise Advisors, Arbco and KADCP are collectively referred to herein as the "Reporting Persons." Pursuant to the requirements of General Instruction C to Schedule 13D, information contained in this Schedule 13D is also provided for the following persons: (i) Principals of Sunrise Advisors, as set forth on Schedule I attached hereto; (ii) Kayne Anderson Capital Advisors, L.P. ("Kayne Anderson"); (iii) Kayne Anderson Investment Management, Inc. ("KAIM"), the general partner of Kayne Anderson; and (iv) Executive Officers and Directors of KAIM as set forth on Schedule II attached hereto. Osmond Acquisition Company LLC Osmond is a Delaware limited liability company, the sole member of which is Sunrise. Osmond was formed to acquire certain debt interests of Day Runner, as further described in Item 4 below. The principal business address of Osmond, which also serves as its principal office, is 685 Third Avenue, 15th Floor, New York, New York 10017. Sunrise Capital Partners, L.P. Sunrise is a limited partnership organized under the laws of the state of Delaware. Sunrise is a private investment fund. The principal business address of Sunrise, which also serves as its principal office, is 685 Third Avenue, 15th Floor, New York, New York 10017. Sunrise Advisors, LLC Sunrise Advisors is a Delaware limited liability company, the principal business of which is serving as the general partner of Sunrise. As general partner of Sunrise, Sunrise Advisors manages and controls the affairs of Sunrise including making all investment decisions for Sunrise which include decisions to buy, sell or hold securities which comprise the assets of Sunrise. The principal business address of Sunrise Advisors, which also serves as its principal office, is 685 Third Avenue, 15th Floor, New York, New York 10017. KAYSUN Holdings LLC KAYSUN Holdings is a Delaware limited liability company. KAYSUN Holdings was formed to acquire and hold debt or equity interests in or assets of Day Runner. The managing members of KAYSUN Holdings are Kayne Anderson and Sunrise. The principal business address for KAYSUN Holdings, which also serves as its principal office is 1800 Avenue of the Stars, Second Floor, Los Angeles, California 90067. Day Holdings LLC Day Holdings is a Delaware limited liability company, the managing member of which is Kayne Anderson. Day Holdings was formed to acquire certain debt interests of Day Runner, as further described in Item 4 below. The other members include partnerships, including among others, Arbco and KADCP, for which Kayne Anderson serves as general partner and investment adviser, principals of Kayne Anderson and other individuals. The principal business address of Day Holdings, which also serves as its principal office, is 1800 Avenue of the Stars, Second Floor, Los Angeles, California 90067. Arbco Associates, L.P. Arbco is a private investment fund. Arbco, by virtue of its membership interests in Day Holdings, is a beneficial owner of more than 5% of the common stock of Day Runner. The principal business address of Arbco, which also serves as its principal office, is 1800 Avenue of the Stars, Second Floor, Los Angeles, California 90067. Kayne Anderson Diversified Capital Partners, L.P. KADCP is a private investment fund. KADCP owns 10% of the membership interests of Day Holdings. The principal business address of KADCP, which also serves as its principal office, is 1800 Avenue of the Stars, Second Floor, Los Angeles, California 90067. Kayne Anderson Capital Advisors, L.P. Kayne Anderson is an investment adviser registered under the Investment Advisers Act of 1940, as amended. Kayne Anderson is a limited partnership organized under the laws of California. The principal business address of Kayne Anderson, which also serves as its principal office, is 1800 Avenue of the Stars, Second Floor, Los Angeles, California 90067. Kayne Anderson Investment Management, Inc. KAIM is a Nevada corporation, the principal business of which is the majority ownership of Kayne Anderson. The name, citizenship, residence or business address and present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each executive officer and director of each of Sunrise Advisors and Kayne Anderson Investment are set forth on Schedules I and II which are incorporated herein by reference. During the last five years, none of the persons or entities set forth in Item 2 or, to the best of their knowledge, any of the executive officers, directors or principals of such persons, in each case which are listed in Schedule I and II, have been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding such person is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, U.S. Federal or state securities laws or finding any violation with respect to such laws. Item 4. Purpose of Transaction. Item 4 is hereby amended to add the following: Under the Investment Agreement, which was filed as Exhibit 9 to the Schedule 13D and is incorporated herein by reference, Kayne Anderson and Sunrise agreed to use their reasonable best efforts to (a) agree upon the means or a transaction to acquire either substantially all of the assets or all of the outstanding equity interests in Day Runner and (b) agree upon the rights and obligations of Kayne Anderson and Sunrise with respect to the ownership and governance of Day Runner or any other entity created for the purposes of holding debt (the "Debt") and the assets or equity interests of Day Runner. Under the Investment Agreement, Kayne Anderson and Sunrise also agreed to contribute, or to cause Osmond and Day Holdings to contribute, the Debt to a Delaware limited liability company formed for the purposes of holding the Debt and serving as the vehicle with respect to any further transactions involving Day Runner. In that regard, on June 27, 2001, KAYSUN Holdings was formed to acquire and hold the debt or equity interests in or assets of Day Runner . In furtherance of the agreements discussed above, on August 9, 2001 Osmond and Day Holdings transferred the Debt, including approximately $29 million principal amount (plus additional amounts as may be added to the principal amount as a result of the payment of interest in kind from June 30, 2001) of senior secured convertible debt (the "Convertible Debt"), to KAYSUN Holdings. The Convertible Debt is convertible into shares of Day Runner common stock at a price of one share for each $1.15 principal amount of Convertible Debt. The total number of shares of Day Runner common stock into which the Convertible Debt may be converted, however, is limited to 80% of the then-authorized common stock of Day Runner (after conversion). Day Runner currently has authorized 29,000,000 shares of common stock. Accordingly, $26,680,000 principal amount of Convertible Debt may be converted into a total of up to 23,200,000 shares of Day Runner common stock, or approximately 90.6% of the total shares of Day Runner common stock outstanding after the conversion. The foregoing figures are based on 2,408,796 shares of Day Runner common stock outstanding as of March 31, 2001. KAYSUN Holdings intends to convert $26,680,000 principal amount of the Convertible Debt into shares of Day Runner common stock and contribute such shares to Kaysun Inc., a newly-formed wholly-owned subsidiary of KAYSUN Holdings. KAYSUN Holdings intends to cause Kaysun Inc. to merge into Day Runner, pursuant to a short-form merger, with Day Runner continuing as the surviving corporation (the "Merger"). Upon consummation of the Merger, KAYSUN Holdings will own 100% of the equity interest in Day Runner and will have complete control over Day Runner's business. The Reporting Persons, depending upon market conditions and other factors and subject to any restrictions on transfer set forth in the Shareholders Agreement dated as of November 1, 2000, in the future, may acquire additional shares of Day Runner common stock or dispose of all or a portion of the Day Runner common stock which the Reporting Persons now own or hereafter may acquire. Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended as follows: (a) and (b) Each of the Reporting Persons expressly disclaims beneficial ownership of all shares of Common Stock other than those shares of Common Stock over which each respective Reporting Person maintains sole dispositive power. Osmond Amount beneficially owned: 23,200,000 Percent of class: 90.6% Number of shares to which Osmond has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 23,200,000 (iii) Sole power to dispose or to direct the disposition of: 11,600,000 (iv) Shared power to dispose or to direct the disposition of: 0 Day Holdings Amount beneficially owned: 23,200,000 Percent of class: 90.6% Number of shares to which Day Holdings has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 23,200,000 (iii) Sole power to dispose or to direct the disposition of: 6,275,600 (iv) Shared power to dispose or to direct the disposition of: 5,324,400 KAYSUN Holdings Amount beneficially owned: 23,200,000 Percent of class: 90.6% Number of shares to which KAYSUN Holdings has: (i) Sole power to vote or to direct the vote: 23,200,00 (ii) Shared power to vote or to direct the vote: (iii) Sole power to dispose or to direct the disposition of: 23,200,000 (iv) Shared power to dispose or to direct the disposition of: Sunrise Capital Partners, L.P. Amount beneficially owned: 23,200,000 Percent of class: 90.6% Number of shares to which Sunrise has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 23,200,000 (iii) Sole power to dispose or to direct the disposition of: 11,600,000 (iv) Shared power to dispose or to direct the disposition of: 0 Sunrise Advisors, LLC Amount beneficially owned: 23,200,000 Percent of class: 90.6% Number of shares to which Sunrise Advisors has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 23,200,000 (iii) Sole power to dispose or to direct the disposition of: 11,600,000 (iv) Shared power to dispose or to direct the disposition of: 0 Arbco Amount beneficially owned: 23,200,000 Percent of class: 90.6% Number of shares to which Arbco has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 23,200,000 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 1,960,400 KADCP Amount beneficially owned: 23,200,000 Percent of class: 90.6% Number of shares to which KADCP has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 23,200,000 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 3,364,000 (c) The contents of Item 4 are incorporated herein by reference. (d) and (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. The contents of Item 4 of Schedule 13D and this Amendment No. 1 are incorporated herein by reference. An aggregate of 358,723 shares of Day Runner common stock are held by two individual members of Day Holdings who have an informal understanding to sell such shares to KAYSUN Holdings, at the request of KAYSUN Holdings, at a price not to exceed $0.10 per share. These shares represent approximately 1.4% of the Day Runner shares outstanding assuming conversion of the Convertible Debt as described above. Item 7. Material to be Filed as Exhibits. Exhibit 1 Joint Filing Agreement, dated as of August 9, 2001 Exhibit 2 Assignment and Acceptance, dated as of August 8, 2001, between Day Holdings LLC and KAYSUN Holdings LLC. Exhibit 3 Assignment and Acceptance, dated as of August 8, 2001, between Osmond Acquisition Company LLC and KAYSUN Holdings LLC. 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. Dated: August 9, 2001 OSMOND ACQUISITION COMPANY LLC By: /s/ Michael D. Stewart ------------------------------ Name: Michael D. Stewart Title: Principal DAY HOLDINGS LLC By: /s/ David Shladovsky ------------------------------ Name: David Shladovsky Title: General Counsel KAYSUN HOLDINGS LLC By SUNRISE CAPITAL PARTNERS, L.P. as its Managing Member, by SUNRISE ADVISORS, LLC as its General Partner By: /s/ Michael D. Stewart ------------------------------ Name: Michael D. Stewart Title: Principal By KAYNE ANDERSON CAPITAL ADVISORS, Ltd., as its Managing Member, by KAYNE ANDERSON INVESTMENT MANAGEMENT, INC., as its General Partner By: /s/ David Shladovsky ------------------------------ Name: David Shladovsky Title: General Counsel and Secretary SUNRISE CAPITAL PARTNERS, L.P. By SUNRISE ADVISORS, LLC as its General Partner By: /s/ Michael D. Stewart ------------------------------ Name: Michael D. Stewart Title: Principal SUNRISE ADVISORS, LLC By: /s/ Michael D. Stewart ------------------------------ Name: Michael D. Stewart Title: Principal ARBCO ASSOCIATES, L.P. By: /s/ David Shladovsky ------------------------------ Name: David Shladovsky Title: General Counsel KAYNE ANDERSON DIVERSIFIED CAPITAL PARTNERS, L.P. By: /s/ David Shladovsky ------------------------------ Name: David Shladovsky Title: General Counsel SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF SUNRISE ADVISORS, LLC The name, business address, title, present principal occupation or employment of each of the directors and executive officers of Sunrise Advisors, LLC ("Sunrise Advisors") is set forth below. David A. Preiser Mr. Preiser is a citizen of the United States. Mr. Preiser's present principal occupation is serving as the Managing Member of Sunrise Advisors. Mr. Preiser's business address is 685 Third Avenue, 15th Floor, New York, New York 10017. Larry S. Coben Mr. Coben is a citizen of the United States. Mr. Coben's present principal occupation is serving as a Principal of Sunrise Advisors. Mr. Coben's business address is 685 Third Avenue, 15th Floor, New York, New York 10017. Michael D. Stewart Mr. Stewart is a citizen of the United States. Mr. Stewart's present principal occupation is serving as a Principal of Sunrise Advisors. Mr. Stewart's business address is 685 Third Avenue, 15th Floor, New York, New York 10017. Joseph A. Julian Mr. Julian is a citizen of the United States. Mr. Julian's present principal occupation is serving as a Principal of Sunrise Advisors. Mr. Julian's business address is 685 Third Avenue, 15th Floor, New York, New York 10017. Irwin N. Gold Mr. Gold is a citizen of the United States. Mr. Gold's present principal occupation is serving as a Senior Managing Director of Houlihan Lokey. Mr. Gold also serves as a Principal of Sunrise Advisors. Mr. Gold's business address is 1930 Century Park West, Los Angeles, CA 90067. Jeffrey I. Werbalowsky Mr. Werbalowsky is a citizen of the United States. Mr. Werbalowsky's present principal occupation is serving as a Senior Managing Director of Houlihan Lokey. Mr. Werbalowsky also serves as a Principal of Sunrise Advisors. Mr. Werbalowsky's business address is 601 Second Avenue S., #4950, Minneapolis, Minnesota 55402. DIRECTORS AND EXECUTIVE OFFICERS OF KAYNE ANDERSON INVESTMENT MANAGEMENT, INC. The name, business address, title, present principal occupation or employment of each of the directors and executive officers of Kayne Anderson Investment Management, Inc. are set forth below. Except as indicated below, the individual's business address is 1800 Avenue of the Stars, Second Floor, Los Angeles, California 90067. Richard A. Kayne Mr. Kayne is a citizen of the United States. Mr. Kayne's present principal occupation is serving as principal executive officer of Kayne Anderson Investment Management , Inc. ("KAIM") and two affiliated companies, Kayne Anderson Rudnick Investment Management, LLC ("KARIM"), a registered investment adviser, and KA Associates, Inc., a NASD-member broker/dealer ("KA"). John E. Anderson Mr. Anderson is a citizen of the United States. Mr. Anderson's currently serves as Director and Chairman of KAIM and a Director of KA. Mr. Anderson also serves as President of Topa Equities, Ltd., a holding company for numerous private companies, and as Chairman of Topa Insurance Company. Robert V. Sinnott Mr. Sinnot is a citizen of the United States. Mr. Sinnot's present principal occupation is serving as Vice President of KAIM and Managing Director of Kayne Anderson Capital Advisors, L.P. ("KACA"). Howard M. Zelikow Mr. Zelikow is a citizen of the United States. Mr. Zelikow's present principal occupation is serving as Director and Vice President of KAIM. Mr. Zelikow also serves as a Managing Director of KACA. Ralph C. Walter Mr. Walter is a citizen of the United States. Mr. Walters present principal occupation is Chief Operating Officer and Treasurer of KARIM. Mr. Walter also serves as Chief Operating Officer and Treasurer of KA, and as Treasurer of KAIM. David J. Shladovsky Mr. Shladovsky currently serves as General Counsel and Secretary of KAIM, KARIM, and KACA. Mr. Skladovsky was previously an attorney with the law firm of Hughes Hubbard & Reed LLP. EXHIBIT 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Day Runner, Inc. to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below. Dated: August 9, 2001 OSMOND ACQUISITION COMPANY LLC By: /s/ Michael D. Stewart ------------------------------ Name: Michael D. Stewart Title: Principal DAY HOLDINGS LLC By: /s/ David Shladovsky ------------------------------ Name: David Shladovsky Title: General Counsel KAYSUN HOLDINGS LLC By SUNRISE CAPITAL PARTNERS, L.P. as its Managing Member, by SUNRISE ADVISORS, LLC as its General Partner By: /s/ Michael D. Stewart ------------------------------ Name: Michael D. Stewart Title: Principal By: KAYNE ANDERSON CAPITAL ADVISORS, Ltd., as its Managing Member, by KAYNE ANDERSON INVESTMENT MANAGEMENT, INC., as its General Partner By: /s/ David Shladovsky ------------------------------ Name: David Shladovsky Title: General Counsel and Secretary SUNRISE CAPITAL PARTNERS, L.P. By SUNRISE ADVISORS, LLC as its General Partner By: /s/ Michael D. Stewart ------------------------------ Name: Michael D. Stewart Title: Principal SUNRISE ADVISORS, LLC By: /s/ Michael D. Stewart ------------------------------ Name: Michael D. Stewart Title: Principal ARBCO ASSOCIATES, L.P. By: /s/ David Shladovsky ------------------------------ Name: David Shladovsky Title: General Counsel KAYNE ANDERSON DIVERSIFIED CAPITAL PARTNERS, L.P. By: /s/ David Shladovsky ------------------------------ Name: David Shladovsky Title: General Counsel EX-99 3 s358217.txt EXHIBIT 2 Exhibit 2 ASSIGNMENT AND ACCEPTANCE THIS ASSIGNMENT AND ACCEPTANCE ("Agreement") dated as of August 8, 2001, is made with reference to that certain Second Amended and Restated Loan Agreement dated as of November 1, 2000, as amended by the First Waiver and Amendment to the Loan Agreement, dated as of January 31, 2001, the Second Waiver and Amendment to the Loan Agreement, dated as of June 1, 2001, and the Debt Affirmation and Release Agreement (as defined below) (as so amended, the "Loan Agreement") by and among Day Runner, Inc., a Delaware corporation ("Day Runner"), Day Runner UK plc (now known as Day Runner UK Limited), a company incorporated with limited liability under the laws of England and Wales and formerly a wholly-owned indirect subsidiary of Day Runner ("Bidco"), Filofax Limited, a company incorporated with limited liability under the laws of England and Wales and formerly a wholly-owned indirect subsidiary of Day Runner ("Filofax"; Day Runner, Bidco and Filofax being referred to collectively herein as, the "Borrowers"), the Lenders party thereto and each lender which may thereafter become a party thereto pursuant to Section 12.8 of the Loan Agreement (the "Lenders") and Wells Fargo Bank, a National Association, as Administrative Agent (in such capacity, the "Administrative Agent"), and is entered into between the "Assignor" described below, in its capacity as a Lender under the Loan Agreement, and the "Assignee" described below. Assignor and Assignee hereby represent, warrant and agree for valuable consideration, the receipt of which is hereby acknowledged, as follows: 1. Definitions. Capitalized terms defined in the Loan Agreement are used herein with the meanings set forth for such terms in the Loan Agreement. As used in this Agreement, the following capitalized terms shall have the meanings set forth below: "Assignee" means KAYSUN Holdings LLC. "Assigned Pro Rata Share" means 50% of (a) the Revolving Commitment of the Lenders under the Loan Agreement, (b) the outstanding Revolving Loan made to Day Runner under the Loan Agreement, (c) the outstanding Term Loan A made to Day Runner under the Loan Agreement, (d) the outstanding Term Loan B made to Day Runner under the Loan Agreement, (e) the outstanding Convertible Loan made to Day Runner under the Loan Agreement, (f) the PIK Interest Notes (TLB) outstanding as of the Effective Date of this Agreement and (g) the PIK Interest Notes (CL) outstanding as of the Effective Date of this Agreement. "Assignor" means Day Holdings LLC. "Day Runner Loans" shall have the meaning ascribed to such term in the Debt Affirmation and Release Agreement. "Debt Affirmation and Release Agreement" shall mean the agreement entered into as of April 25, 2001, by and among Day Runner, Bidco and Filofax, as Borrowers, Day Runner Direct, Inc., Filofax, Inc., DRI International Holdings, Inc., Filofax Group Limited, Inc., DR UK Holdings Limited, Topps of England Limited, the Lenders and the Administrative Agent. "Effective Date" means August 8, 2001, the effective date of this Agreement determined in accordance with Section 12.8 of the Loan Agreement. 2. Representations and Warranties of the Assignor. The Assignor represents and warrants to the Assignee as follows: (a) As of the date hereof, the Pro Rata Share of the Assignor is 50% of (i) the Revolving Commitment under the Loan Agreement, (ii) the Revolving Loan made to Day Runner under the Loan Agreement, (iii) the outstanding Term Loan A made to Day Runner under the Loan Agreement, (iv) the outstanding Term Loan B made to Day Runner under the Loan Agreement, (v) the outstanding Convertible Loan made to Day Runner under the Loan Agreement, (vi) the outstanding PIK Interest Notes (TLB), and (vii) the outstanding the PIK Interest Notes (CL). The Assignor is the legal and beneficial owner of the Assigned Pro Rata Share, has made no prior assignment, participation, pledge or disposition of the Assigned Pro Rata Share and the Assigned Pro Rata Share constitutes the Assignor's entire Pro Rata Share as of the date hereof and is free and clear of any adverse claim; (b) The Assignor has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and any and all other documents required or permitted to be executed or delivered by it in connection with this Agreement and to fulfill its obligations under, and to consummate the transactions contemplated by, this Agreement, and no governmental authorizations or other authorizations are required in connection therewith; (c) This Agreement constitutes the legal, valid and binding obligation of the Assignor; and (d) The Assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrowers or the Subsidiary Guarantors or the performance by Borrowers of the Obligations, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of the Loan Agreement or any Loan Document other than as expressly set forth above. 3. Representations, Warranties and Covenants of the Assignee. The Assignee hereby represents and warrants to the Assignor as follows: (a) The Assignee has full power and authority, and has taken all action necessary, to execute and deliver this Agreement, and any and all other documents required or permitted to be executed or delivered by it in connection with this Agreement and to fulfill its obligations under, and to consummate the transactions contemplated by, this Agreement, and no governmental authorizations or other authorizations are required in connection therewith; (b) This Agreement constitutes the legal, valid and binding obligation of the Assignee; (c) The Assignee has independently and without reliance upon the Assignor and based on such documents and information as the Assignee has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. The Assignee will, independently and without reliance upon any Lender, and based upon such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Agreement; (d) The Assignee has received copies of the Loan Agreement and such of the Loan Documents delivered pursuant to Section 9.1 of the Loan Agreement as it has requested, together with copies of the most recent financial statements delivered pursuant to Section 8.1 of the Loan Agreement; (e) The Assignee will perform in accordance with their respective terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender; and (f) The Assignee hereby makes each and every representation and warranty contained in Section 4.9 of the Loan Agreement (pertaining to the Convertible Notes and Conversion Stock). 4. Assignment. On the terms set forth herein, the Assignor, as of the Effective Date, hereby irrevocably sells, assigns and transfers, without recourse, to the Assignee all of the rights and obligations of the Assignor under the Loan Agreement, the other Loan Documents (including, without limitation, the Day Runner Loans, the Registration Rights Agreement and the Shareholders Agreement, it being understood that the Assignor has no interests in the Foreign Currency Loan), the Assignor's Notes to the extent of the Assigned Pro Rata Share, including the related Conversion Stock, and the Assignee irrevocably accepts such assignment of rights and assumes such obligations from the Assignor on such terms and effective as of the Effective Date. As of the Effective Date, the Assignee shall have the rights and obligations of a "Lender" under the Loan Documents (and a "Shareholder" under the Shareholders Agreement and the Registration Rights Agreement), except to the extent of any arrangements with respect to payments referred to in Section 5 hereof. 5. Payment. The assignment to the Assignee pursuant to this Agreement shall be deemed a capital contribution by the Assignor to the Assignee in accordance with Section 4 of that certain Limited Liability Company Agreement dated as of August 8, 2001 (the "Operating Agreement") by and among Assignor and Osmond Acquisition Company, LLC, and shall constitute the Initial Contribution (as such term is defined in the Operating Agreement) of the Assignor pursuant to Section 4.2 of the Operating Agreement. The Assignor and the Assignee hereby agree that if either receives any payment of interest, principal, fees or any other amount under the Loan Agreement, the Notes or any other Loan Documents which is for the account of the other, it shall hold the same in trust for such party to the extent of such party's interest therein and shall promptly pay the same to such party. 6. Principal, Interest, Fees, etc. Any principal that would be payable and any interest, fees and other amounts that would accrue from and after the Effective Date to or for the account of the Assignor pursuant to the Loan Agreement and its Notes shall be payable to the account of the Assignor and the Assignee, in accordance with their respective interests as adjusted pursuant to this Agreement. 7. Notes. The Assignor and the Assignee shall make appropriate arrangements with Day Runner concurrently with the execution and delivery hereof so that replacement Revolving Loan Notes, replacement Term Loan A Notes, replacement Term Loan B Notes, replacement Convertible Notes, replacement PIK Interest Notes (TLB), and replacement PIK Interest Notes (CL), as applicable, are issued to the Assignor and the Assignee, respectively, in principal amounts reflecting their respective Pro Rate Shares of the Revolving Commitment and their outstanding Revolving Loans, Term Loan A, Term Loan B, Convertible Loan, PIK Interest Note (TLB) and PIK Interest Note (CL) (as adjusted pursuant to this Agreement). 8. Further Assurances. The Assignor and the Assignee further agree to execute and deliver such other instruments, and take such other action, as either party may reasonably request in connection with the transactions contemplated by this Agreement, and the Assignor specifically agrees to cause the delivery of (i) two original counterparts of this Agreement and (ii) to the extent required, the Request for Registration to the Administrative Agent for the purpose of registration of the Assignee as a "Lender" pursuant to Section 12.8 of the Loan Agreement. 9. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN NEW YORK. 10. Certain Agreements. By its signature hereto, the Assignee agrees and acknowledges that it will be a party to, and will be bound by, the Registration Rights Agreement and the Shareholders Agreement, as defined in the Loan Agreement. 11. Notices. All communications among the parties or notices in connection herewith shall be in writing, hand delivered or sent by U.S. registered mail, postage prepaid, or by telecopy, addressed to the appropriate party at its address set forth on the signature pages hereof. All such communications and notices shall be effective upon receipt. 12. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. 13. Interpretation. The headings of the various sections hereof are for convenience of reference only and shall not affect the meaning or construction of any provision hereof. 14. Counterpart. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their respective officials, officers or agents thereunto duly authorized as of the date first above written. ASSIGNOR: DAY HOLDINGS LLC By: Kayne Anderson Capital Advisors, L.P., its Manager By: Kayne Anderson Investment Management, Inc., its General Partner By: ------------------------------------- Name: David Shladovsky Title: General Counsel and Secretary Address: Telephone: Facsimile: ASSIGNEE: KAYSUN HOLDINGS LLC By: Osmond Acquisition Company, LLC, its Manager By: Sunrise Capital Partners, L.P., its Manager By: Sunrise Advisors, LLC, its General Partner By: -------------------------------------- Name: Michael D. Stewart Title: Principal Address: 685 Third Avenue 15 Floor New York, New York 10017 Telephone: 212-582-3015 Facsimile: 212-582-3016 By: Day Holdings LLC, its Manager By: Kayne Anderson Capital Advisors, L.P., its Manager By: Kayne Anderson Investment Management, Inc., its General Partner By: -------------------------------------- Name: David Shladovsky Title: General Counsel and Secretary Address: Telephone: Facsimile: EX-99 4 s358226.txt EXHIBIT 3 Exhibit 3 ASSIGNMENT AND ACCEPTANCE THIS ASSIGNMENT AND ACCEPTANCE ("Agreement") dated as of August 8, 2001, is made with reference to that certain Second Amended and Restated Loan Agreement dated as of November 1, 2000, as amended by the First Waiver and Amendment to the Loan Agreement, dated as of January 31, 2001, the Second Waiver and Amendment to the Loan Agreement, dated as of June 1, 2001, and the Debt Affirmation and Release Agreement (as defined below) (as so amended, the "Loan Agreement") by and among Day Runner, Inc., a Delaware corporation ("Day Runner"), Day Runner UK plc (now known as Day Runner UK Limited), a company incorporated with limited liability under the laws of England and Wales and formerly a wholly-owned indirect subsidiary of Day Runner ("Bidco"), Filofax Limited, a company incorporated with limited liability under the laws of England and Wales and formerly a wholly-owned indirect subsidiary of Day Runner ("Filofax"; Day Runner, Bidco and Filofax being referred to collectively herein as, the "Borrowers"), the Lenders party thereto and each lender which may thereafter become a party thereto pursuant to Section 12.8 of the Loan Agreement (the "Lenders") and Wells Fargo Bank, a National Association, as Administrative Agent (in such capacity, the "Administrative Agent"), and is entered into between the "Assignor" described below, in its capacity as a Lender under the Loan Agreement, and the "Assignee" described below. Assignor and Assignee hereby represent, warrant and agree for valuable consideration, the receipt of which is hereby acknowledged, as follows: 1. Definitions. Capitalized terms defined in the Loan Agreement are used herein with the meanings set forth for such terms in the Loan Agreement. As used in this Agreement, the following capitalized terms shall have the meanings set forth below: "Assignee" means KAYSUN Holdings LLC. "Assigned Pro Rata Share" means 50% of (a) the Revolving Commitment of the Lenders under the Loan Agreement, (b) the outstanding Revolving Loan made to Day Runner under the Loan Agreement, (c) the outstanding Term Loan A made to Day Runner under the Loan Agreement, (d) the outstanding Term Loan B made to Day Runner under the Loan Agreement, (e) the outstanding Convertible Loan made to Day Runner under the Loan Agreement, (f) the PIK Interest Notes (TLB) outstanding as of the Effective Date of this Agreement and (g) the PIK Interest Notes (CL) outstanding as of the Effective Date of this Agreement. "Assignor" means Osmond Acquisition Company, LLC. "Day Runner Loans" shall have the meaning ascribed to such term in the Debt Affirmation and Release Agreement. "Debt Affirmation and Release Agreement" shall mean the agreement entered into as of April 25, 2001, by and among Day Runner, Bidco and Filofax, as Borrowers, Day Runner Direct, Inc., Filofax, Inc., DRI International Holdings, Inc., Filofax Group Limited, Inc., DR UK Holdings Limited, Topps of England Limited, the Lenders and the Administrative Agent. "Effective Date" means August 8, 2001, the effective date of this Agreement determined in accordance with Section 12.8 of the Loan Agreement. 2. Representations and Warranties of the Assignor. The Assignor represents and warrants to the Assignee as follows: (a) As of the date hereof, the Pro Rata Share of the Assignor is 50% of (i) the Revolving Commitment under the Loan Agreement, (ii) the Revolving Loan made to Day Runner under the Loan Agreement, (iii) the outstanding Term Loan A made to Day Runner under the Loan Agreement, (iv) the outstanding Term Loan B made to Day Runner under the Loan Agreement, (v) the outstanding Convertible Loan made to Day Runner under the Loan Agreement, (vi) the outstanding PIK Interest Notes (TLB), and (vii) the outstanding the PIK Interest Notes (CL). The Assignor is the legal and beneficial owner of the Assigned Pro Rata Share, has made no prior assignment, participation, pledge or disposition of the Assigned Pro Rata Share and the Assigned Pro Rata Share constitutes the Assignor's entire Pro Rata Share as of the date hereof and is free and clear of any adverse claim; (b) The Assignor has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and any and all other documents required or permitted to be executed or delivered by it in connection with this Agreement and to fulfill its obligations under, and to consummate the transactions contemplated by, this Agreement, and no governmental authorizations or other authorizations are required in connection therewith; (c) This Agreement constitutes the legal, valid and binding obligation of the Assignor; and (d) The Assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrowers or the Subsidiary Guarantors or the performance by Borrowers of the Obligations, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of the Loan Agreement or any Loan Document other than as expressly set forth above. 3. Representations, Warranties and Covenants of the Assignee. The Assignee hereby represents and warrants to the Assignor as follows: (a) The Assignee has full power and authority, and has taken all action necessary, to execute and deliver this Agreement, and any and all other documents required or permitted to be executed or delivered by it in connection with this Agreement and to fulfill its obligations under, and to consummate the transactions contemplated by, this Agreement, and no governmental authorizations or other authorizations are required in connection therewith; (b) This Agreement constitutes the legal, valid and binding obligation of the Assignee; (c) The Assignee has independently and without reliance upon the Assignor and based on such documents and information as the Assignee has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. The Assignee will, independently and without reliance upon any Lender, and based upon such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Agreement; (d) The Assignee has received copies of the Loan Agreement and such of the Loan Documents delivered pursuant to Section 9.1 of the Loan Agreement as it has requested, together with copies of the most recent financial statements delivered pursuant to Section 8.1 of the Loan Agreement; (e) The Assignee will perform in accordance with their respective terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender; and (f) The Assignee hereby makes each and every representation and warranty contained in Section 4.9 of the Loan Agreement (pertaining to the Convertible Notes and Conversion Stock). 4. Assignment. On the terms set forth herein, the Assignor, as of the Effective Date, hereby irrevocably sells, assigns and transfers, without recourse, to the Assignee all of the rights and obligations of the Assignor under the Loan Agreement, the other Loan Documents (including, without limitation, the Day Runner Loans, the Registration Rights Agreement and the Shareholders Agreement, it being understood that the Assignor has no interests in the Foreign Currency Loan), the Assignor's Notes to the extent of the Assigned Pro Rata Share, including the related Conversion Stock, and the Assignee irrevocably accepts such assignment of rights and assumes such obligations from the Assignor on such terms and effective as of the Effective Date. As of the Effective Date, the Assignee shall have the rights and obligations of a "Lender" under the Loan Documents (and a "Shareholder" under the Shareholders Agreement and the Registration Rights Agreement), except to the extent of any arrangements with respect to payments referred to in Section 5 hereof. 5. Payment. The assignment to the Assignee pursuant to this Agreement shall be deemed a capital contribution by the Assignor to the Assignee in accordance with Section 4 of that certain Limited Liability Company Agreement dated as of August 8, 2001 (the "Operating Agreement") by and among Assignor and Day Holdings LLC, and shall constitute the Initial Contribution (as such term is defined in the Operating Agreement) of the Assignor pursuant to Section 4.2 of the Operating Agreement. The Assignor and the Assignee hereby agree that if either receives any payment of interest, principal, fees or any other amount under the Loan Agreement, the Notes or any other Loan Documents which is for the account of the other, it shall hold the same in trust for such party to the extent of such party's interest therein and shall promptly pay the same to such party. 6. Principal, Interest, Fees, etc. Any principal that would be payable and any interest, fees and other amounts that would accrue from and after the Effective Date to or for the account of the Assignor pursuant to the Loan Agreement and its Notes shall be payable to the account of the Assignor and the Assignee, in accordance with their respective interests as adjusted pursuant to this Agreement. 7. Notes. The Assignor and the Assignee shall make appropriate arrangements with Day Runner concurrently with the execution and delivery hereof so that replacement Revolving Loan Notes, replacement Term Loan A Notes, replacement Term Loan B Notes, replacement Convertible Notes, replacement PIK Interest Notes (TLB), and replacement PIK Interest Notes (CL), as applicable, are issued to the Assignor and the Assignee, respectively, in principal amounts reflecting their respective Pro Rate Shares of the Revolving Commitment and their outstanding Revolving Loans, Term Loan A, Term Loan B, Convertible Loan, PIK Interest Note (TLB) and PIK Interest Note (CL) (as adjusted pursuant to this Agreement). 8. Further Assurances. The Assignor and the Assignee further agree to execute and deliver such other instruments, and take such other action, as either party may reasonably request in connection with the transactions contemplated by this Agreement, and the Assignor specifically agrees to cause the delivery of (i) two original counterparts of this Agreement and (ii) to the extent required, the Request for Registration to the Administrative Agent for the purpose of registration of the Assignee as a "Lender" pursuant to Section 12.8 of the Loan Agreement. 9. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN NEW YORK. 10. Certain Agreements. By its signature hereto, the Assignee agrees and acknowledges that it will be a party to, and will be bound by, the Registration Rights Agreement and the Shareholders Agreement, as defined in the Loan Agreement. 11. Notices. All communications among the parties or notices in connection herewith shall be in writing, hand delivered or sent by U.S. registered mail, postage prepaid, or by telecopy, addressed to the appropriate party at its address set forth on the signature pages hereof. All such communications and notices shall be effective upon receipt. 12. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. 13. Interpretation. The headings of the various sections hereof are for convenience of reference only and shall not affect the meaning or construction of any provision hereof. 14. Counterpart. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their respective officials, officers or agents thereunto duly authorized as of the date first above written. ASSIGNOR: OSMOND ACQUISITION COMPANY, LLC By: Sunrise Capital Partners, L.P., its Manager By: Sunrise Advisors, LLC, its General Partner By: -------------------------------------- Name: Michael D. Stewart Title: Principal Address: 685 Third Avenue 15th Floor New York, New York 10017 Telephone: 212-582-3015 Facsimile: 212-582-3016 ASSIGNEE: KAYSUN HOLDINGS LLC By: Osmond Acquisition Company, LLC, its Manager By: Sunrise Capital Partners, L.P., its Manager By: Sunrise Advisors, LLC, its General Partner By: ------------------------------------- Name: Michael D. Stewart Title: Principal Address: 685 Third Avenue 15th Floor New York, New York 10017 Telephone: 212-582-3015 Facsimile: 212-582-3016 By: Day Holdings LLC, its Manager By: Kayne Anderson Capital Advisors, L.P., its Manager By: Kayne Anderson Investment Management, Inc., its General Partner By: ------------------------------------- Name: David Shladovsky Title: General Counsel and Secretary Address: Telephone: Facsimile: -----END PRIVACY-ENHANCED MESSAGE-----