-----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, RewoX7S53bsfO9t3w/Jg5mAFTVt6Q84K8pHTFRi3TrpFT5ehc22z9mOFtnIyMHS6 n5/lBJc66eozuBLW4oP7Ew== 0000914190-99-000253.txt : 19990708 0000914190-99-000253.hdr.sgml : 19990708 ACCESSION NUMBER: 0000914190-99-000253 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990707 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GROW BIZ INTERNATIONAL INC CENTRAL INDEX KEY: 0000908315 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 411622691 STATE OF INCORPORATION: MN FISCAL YEAR END: 1226 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-46803 FILM NUMBER: 99659971 BUSINESS ADDRESS: STREET 1: 4200 DAHLBERG DR CITY: GOLDEN VALLEY STATE: MN ZIP: 55422-4837 BUSINESS PHONE: 6125208500 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FLECK SHELDON CENTRAL INDEX KEY: 0000901590 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1400 INTERNATIONAL CENTRE STREET 2: 900 SECOND AVENUE SOUTH CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 6123767489 MAIL ADDRESS: STREET 1: 1400 INTERNATIONAL CENTRE STREET 2: 900 SECOND AVENUE SOUTH CITY: MINNEAPOLIS STATE: MN ZIP: 55402 SC 13D/A 1 AMENDMENT 2 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Grow Biz International, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 399817 10 5 (CUSIP Number) Sheldon T. Fleck 5720 Smetana Drive, Suite 330 Minnetonka, Minnesota 55343 (612) 939-3945 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 3, 1999 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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(b) 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). Page 1 of 4 Pages SCHEDULE 13D CUSIP No. 399817 10 5 Page 2 of 4 Pages 1 NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Sheldon T. Fleck 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 7 SOLE VOTING POWER SHARES 480,800 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 480,800 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 480,800 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.4% 14 TYPE OF REPORTING PERSON* IN AMENDMENT NO. 2 TO SCHEDULE 13D Item 1. Security and Issuer. This filing relates to Common Stock of Grow Biz International, Inc. (the "Issuer"), 4200 Dahlberg Drive, Minneapolis, Minnesota 55422-4837. Item 2. Identity and Background. (a) No change. (b) No change. (c) No change. (d) No change. (e) No change. Item 3. Source and Amount of Funds or Other Consideration. Not Applicable. Item 4. Purpose of the Transaction. In connection with his investment, Mr. Fleck has entered into a letter agreement dated July 3, 1999, with the Company regarding certain limitations on increasing his holdings in the Company or on effecting business combinations with the Company. The shares of Common Stock purchased by Mr. Fleck have been acquired for investment purposes. Subject to the limitations imposed by the agreement referred to above, Mr. Fleck may make additional purchases of Common Stock either in the open market or in private transactions depending on his evaluation of the Company's business, prospects and financial condition, the market for the Common Stock, other opportunities available to him, general economic conditions, money and stock market conditions and other future developments. Depending on the same factors, Mr. Fleck may decide in the future to sell all or part of his investments in the Company's Common Stock. Although the purchases of Common Stock to date have been made for investment, at some future time Mr. Fleck might decide that it is desirable to seek to acquire the Company or to seek to control or further influence the management and policies of the Company. At the present time Mr. Fleck has made no definite decision to seek to acquire the Company. Mr. Fleck anticipates that he may express concern from time to time and may take appropriate action regarding any management or other proposed transactions that may be inconsistent with his goals as an investor in the Company. Item 5. Interest in Securities of the Issuer. No change. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. See Item 4. Item 7. Material to be Filed as Exhibits. Letter Agreement, dated July 3, 1999, among Grow Biz International, Inc., Sheldon T. Fleck and Terry K. Fleck. 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: July 3, 1999. By: /s/ Sheldon T. Fleck Sheldon T. Fleck EXHIBIT INDEX AMENDMENT NO. 2 TO SCHEDULE 13D Exhibit No. Description 1 Letter Agreement, dated July 3 1999, among Grow Biz International, Inc., Sheldon T. Fleck and Terry K. Fleck EX-1 2 LETTER AGREEMENT Exhibit No. 1 GROW BIZ INTERNATIONAL, INC. 4200 Dahlberg Drive Minneapolis, MN 55422-4837 (612) 520-8500 July 3, 1999 Mr. Sheldon T. Fleck Ms. Terry K. Fleck 5720 Smetana Drive, Suite 330 Minnetonka, MN 55343 Dear Mr. and Ms. Fleck: By letter dated June 3, 1999, you indicated to the Board of Directors of Grow Biz International, Inc. (the "Company") that you intend to acquire, directly or through your Affiliates or Associates, Beneficial Ownership of additional shares of the Company's stock. You requested, pursuant to Section 302A.673 of the Minnesota Business Corporation Act, that a committee of disinterested members of the Board of Directors approve your acquisition of Beneficial Ownership of additional shares of the Company's stock as your Beneficial Ownership of shares of the Company reaches or exceeds ten percent of the Company's outstanding shares. All capitalized terms contained in this letter agreement shall have the definitions set forth in the Minnesota Business Corporation Act. In response to your letter, and in compliance with the provisions of Section 302A.673, the Company's Board of Directors established a committee comprised of Disinterested Directors. The committee of Disinterested Directors has reviewed your request and has approved any acquisitions by you, directly or through your Affiliates or Associates, of Beneficial Ownership of additional shares of the Company's stock from time to time which may result in your Beneficial Ownership reaching or exceeding ten percent of the Company's outstanding shares. In consideration for such approval, you have agreed to the following: 1. Neither you nor your Affiliates or Associates will acquire any shares of the Company's stock that would result in your Beneficial Ownership reaching or exceeding fifteen percent of the Company's outstanding shares; and 2. While your Beneficial Ownership equals or exceeds ten percent of the Company's outstanding shares, neither you nor any of your Associates or Affiliates will effect any Business Combination without the prior approval of a majority of a committee of the Board of Directors consisting of all of the Disinterested Directors. For purposes of calculating the fifteen and ten percent thresholds in each of the immediately preceding paragraphs numbered 1 and 2, Beneficial Ownership shall include only shares directly owned by you or your Affiliates or Associates, but does not include any additional shares, other than shares directly owned by you or your Affiliates or Associates, which may be deemed beneficially owned pursuant to the concepts and provisions described in Subdivision 41(c) of Section 302A.011. This letter also will confirm that the prior approval for you to pass the ten percent ownership threshold, which was granted by a special committee of the Board of Directors on February 6, 1997, is superseded by this current approval. In addition, because the Company may suffer irreparable harm as a result of a breach of this letter agreement by you, the Company shall be entitled to obtain remedies in equity, including without limitation specific performance, to prevent any actual or threatened breach by you of any provision of this letter without the necessity of proving damages. If the terms outlined in this letter are acceptable to you and you are willing to comply with the restrictions set forth above, please sign in the space provided below and return an original to me. The second copy is for your records. This letter agreement may be executed in one or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same instrument. Very truly yours, By /s/ David J. Osdoba Its V. P. Finance / CFO Agreed to and acknowledged this 3rd day of July, 1999. /s/ Sheldon T. Fleck Sheldon T. Fleck /s/ Terry K. Fleck Terry K. 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