-----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, CqmD9R0sVFyLOZjLbCR3FY2ApxjDt8DFUrl0RfiP/WgmNCa4XVwwdYASB5nBUZOJ DlHqgchezMviZ1aCd08MGQ== 0000911420-01-000011.txt : 20010308 0000911420-01-000011.hdr.sgml : 20010308 ACCESSION NUMBER: 0000911420-01-000011 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010306 GROUP MEMBERS: DANIEL S. LAIKIN GROUP MEMBERS: LAIKIN DANIEL S GROUP MEMBERS: PAUL SKJODT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: J2 COMMUNICATIONS /CA/ CENTRAL INDEX KEY: 0000798078 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 954053296 STATE OF INCORPORATION: CA FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-38901 FILM NUMBER: 1561660 BUSINESS ADDRESS: STREET 1: 10850 WILSHIRE BLVD STE 1000 CITY: LOS ANGELES STATE: CA ZIP: 90024 BUSINESS PHONE: 3104745252 MAIL ADDRESS: STREET 1: 10850 WILSHIRE BLVD STREET 2: SUITE 1000 CITY: LOS ANGELES STATE: CA ZIP: 90024 FORMER COMPANY: FORMER CONFORMED NAME: J2 TELECOMMUNICATIONS DATE OF NAME CHANGE: 19890731 FORMER COMPANY: FORMER CONFORMED NAME: J2 COMMUNICATIONS DATE OF NAME CHANGE: 19880308 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LAIKIN DANIEL S CENTRAL INDEX KEY: 0001088709 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 25 WEST 9TH STREET CITY: INDIANAPOLIS STATE: IN ZIP: 46204 BUSINESS PHONE: 3177567777 SC 13D/A 1 0001.txt SCHEDULE 13D AMEMENDMENT NO. 10 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 10)* J2 COMMUNICATIONS (Name of Issuer) COMMON STOCK (Title of Class of Securities) 46625420 (CUSIP Number) JOHN C. KIRKLAND, ESQ. Greenberg Traurig, LLP 2450 Colorado Avenue, Suite 400E Santa Monica, California 90404 (310) 586-7700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) [MARCH 5, 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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d 1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D (Amendment No. 10) - -------------------------------------------------------------------------------- CUSIP No. 46625420 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON: I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) DANIEL S. LAIKIN - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS PF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES 165,900 ---------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 0 ---------------------------------------------------- EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON 165,900 ---------------------------------------------------- WITH 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 165,900 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.65% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IN (Page 2 of 5 Pages) - -------------------------------------------------------------------------------- CUSIP No. 46625420 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON: I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) PAUL SKJODT - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS PF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION CANADA - -------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES 159,300 ---------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 0 ---------------------------------------------------- EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON 159,300 ---------------------------------------------------- WITH 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 159,300 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.15% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IN (Page 3 of 5 Pages) SCHEDULE 13D (Amendment No. 10) ITEM 1. SECURITY AND ISSUER The Schedule 13D filed with the U.S. Securities and Exchange Commission (the "Commission") on March 5, 2001, by Daniel S. Laikin, a citizen of the United States of America ("Mr. Laikin") and Paul Skjodt, a citizen of Canada (collectively, the "Registrants") relating to the common shares, no par value (the "Shares"), of J2 Communications, a California corporation (the "Issuer"), as amended on June 22, 1999, July 1, 1999, July 23, 1999, September 3, 1999, September 17, 1999, November 22, 1999, July 20, 2000, July 25, 2000, and August 11, 2000, is hereby amended to furnish and restate the information set forth herein. ITEM 4. PURPOSE OF TRANSACTION Item 4 is hereby amended to add the following: The Registrants have entered into a binding Letter Agreement with the Issuer, dated as of March 5, 2001 (the "Agreement"), which provides, among other things, for Registrants or their associates or affiliates to (a) acquire all of the shares of common stock of the Issuer which are owned by James P. Jimirro ("Jimirro"), all of Jimirro's vested stock options and all the shares issuable to Jimirro upon the exercise of his vested stock appreciation rights, (b) purchase between 227,273 and 527,273 shares directly from the Issuer, and (c) commence, subject to the occurrence of certain events, a tender offer at $15 per share for all shares of the common stock of the Issuer not owned by the Registrants. The Agreement also provides for Jimirro's Restated Employment Agreement dated as of July 1, 1999, pursuant to which he has been serving as President and Chief Executive Officer of the Issuer, to be terminated. A portion of the proceeds from the sale of shares to the Registrants will be used to satisfy certain deferred compensation and other obligations of the Issuer to Jimirro. At its next meeting of shareholders, the Issuer will submit a proposal to its shareholders to change the name of the company to "National Lampoon." Registrants and Jimirro have agreed to vote in favor of the name change. The Issuer has agreed to amend the Rights Agreement dated as of July 15, 1999, between the Company and U.S. Stock Transfer Corporation as Rights Agent, to except as a Triggering Event under (and as defined in) the Rights Agreement any purchase of share by Registrants, their affiliates, associates or group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, or to redeem that all of the outstanding Rights, under (and as defined in) the Rights Agreement within fifteen (15) days of execution of the Agreement. If the transactions contemplated by the Agreement are consummated, the Registrants will acquire control of the Issuer. Registrants intend to engage business and financial advisors, multimedia and entertainment industry executives, and a new creative team, to develop and adopt business plans and programs for marketing, licensing, establishing strategic partnerships, developing television and film properties, publishing magazines and books, developing the Issuer's website, www.NationalLampoon.com, and exploring other opportunities to reintroduce and exploit the National Lampoon brand in all media. The transactions contemplated by the Agreement are subject to due diligence and financing contingencies. Subject to the provisions of the Agreement, the transactions are scheduled to close within 90 days. This summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement which is incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 1. Letter Agreement, dated as of March 5, 2001, by and between the Registrants and the Issuer. (Page 4 of 5 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. Dated: March 5, 2001 /s/ Daniel S. Laikin - -------------------- Daniel S. Laikin /s/ Paul Skjodt - -------------------- Paul Skjodt (Page 5 of 5 Pages) -----END PRIVACY-ENHANCED MESSAGE-----