-----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, RDLEJrimkQFLOJo9SJo4N/aVH/T6gNps/17DdLtQSRNYSNNnwDv87qm11BaEBv3E hz/1Zw18Ha0KAZlgJz8JHA== 0000950131-99-000660.txt : 19990209 0000950131-99-000660.hdr.sgml : 19990209 ACCESSION NUMBER: 0000950131-99-000660 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990208 GROUP MEMBERS: IMAGINE INVESTMENTS INC GROUP MEMBERS: IMAGINE INVESTMENTS, INC GROUP MEMBERS: JAMES M. FAIL LIVING TRUST GROUP MEMBERS: STONE HOLDINGS, INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WICKES INC CENTRAL INDEX KEY: 0000910620 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-LUMBER & OTHER BUILDING MATERIALS DEALERS [5211] IRS NUMBER: 363554758 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42945 FILM NUMBER: 99523994 BUSINESS ADDRESS: STREET 1: 706 N DEERPATH DR CITY: VERNON HILLS STATE: IL ZIP: 60061 BUSINESS PHONE: 8473673400 MAIL ADDRESS: STREET 1: 706 NORTH DEERPATH DR CITY: VERNON HILLS STATE: IL ZIP: 60061 FORMER COMPANY: FORMER CONFORMED NAME: WICKES LUMBER CO /DE/ DATE OF NAME CHANGE: 19930813 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IMAGINE INVESTMENTS INC CENTRAL INDEX KEY: 0001051043 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 8150 N CENTRAL EXPRESSWAY STE 1901 CITY: DALLAS STATE: TX ZIP: 75206 BUSINESS PHONE: 2143651900 MAIL ADDRESS: STREET 1: 8150 N CENTRAL EXPRESSWAY STE 1901 CITY: DALLAS STATE: TX ZIP: 75206 SC 13D/A 1 AMENDMENT #3 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Wickes, Inc. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 967 446 105 (CUSIP Number) Gary M. Goltz Imagine Investments, Inc. 8150 North Central Expressway, Suite 1901 Dallas, Texas 75206 (214) 365-1900 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 28, 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(v)(3) or (4), check the following box [_]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). CUSIP No. 967 446 105 - -------------------------------------------------------------------------------- 1) Names of Reporting Person's I.R.S. Identification Nos. of Above Persons (entities only) James M. Fail - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions) WC - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization Texas - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power -- Shares ------------------------------------------------------------ Beneficially (8) Shared Voting Power 1,082,000 Owned by Each ------------------------------------------------------------ Reporting Person (9) Sole Dispositive Power -- With ------------------------------------------------------------ (10) Shared Dispositive Power 1,082,000 - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 0 - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_] - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 0% - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- CUSIP No. 967 446 105 - -------------------------------------------------------------------------------- 1) Names of Reporting Person's I.R.S. Identification Nos. of Above Persons (entities only) James M. Fail Living Trust - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions) WC - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization Alaska - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power -- Shares ------------------------------------------------------------ Beneficially (8) Shared Voting Power 1,082,000 Owned by Each ------------------------------------------------------------ Reporting Person (9) Sole Dispositive Power -- With ------------------------------------------------------------ (10) Shared Dispositive Power 1,082,000 - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 0 - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_] - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 0% - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) 00 - -------------------------------------------------------------------------------- CUSIP No. 967 446 105 - -------------------------------------------------------------------------------- 1) Names of Reporting Person's I.R.S. Identification Nos. of Above Persons (entities only) Stone Holdings, Inc. 75-2681508 - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions) WC - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power -- Shares ------------------------------------------------------------ Beneficially (8) Shared Voting Power 1,082,000 Owned by Each ------------------------------------------------------------ Reporting Person (9) Sole Dispositive Power -- With ------------------------------------------------------------ (10) Shared Dispositive Power 1,082,000 - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 0 - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_] - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 0% - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) HC - -------------------------------------------------------------------------------- CUSIP No. 967 446 105 - -------------------------------------------------------------------------------- 1) Names of Reporting Person's I.R.S. Identification Nos. of Above Persons (entities only) Imagine Investments, Inc. 75-270944 - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions) WC - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power -- Shares ------------------------------------------------------------ Beneficially (8) Shared Voting Power 1,082,000 Owned by Each ------------------------------------------------------------ Reporting Person (9) Sole Dispositive Power -- With ------------------------------------------------------------ (10) Shared Dispositive Power 1,082,000 - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 0 - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_] - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 0% - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- SCHEDULE 13D Item 1. Security and Issuer This statement relates to the common stock, par value $.01 per share (the "Shares"), of Wickes, Inc. (the "Corporation"), which is located at 706 North Deerpath Drive, Vernon Hills, Illinois 60061. Item 2. Identity and Background This statement is filed by Imagine Investments, Inc. ("Imagine"), a Delaware corporation, which is located at 8150 North Central Expressway, Suite 1901, Dallas, Texas 75206. Imagine is a wholly-owned subsidiary of Stone Investments, Inc., a wholly-owned subsidiary of Stone Capital, Inc., a wholly- owned subsidiary of Stone Holdings, Inc., which is wholly owned by the James M. Fail Living Trust dated December 18, 1996, which is exclusively controlled by James M. Fail. All of these parties (the "Reporting Persons") share the above address. For information required by instruction C to Schedule 13D with respect to the executive officers and directors of the foregoing corporations (collectively, "Covered Persons"), please see Schedule I annexed hereto and incorporated herein by reference. The corporations do not engage in any business activity other than holding the common stock of their subsidiaries and lending money to third parties. During the last five years, none of these parties have been convicted in a criminal proceeding. During the last five years, none of these parties have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding a violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration: The working capital of Imagine and its parent, Stone Investments, Inc. and its parent, was used in making the purchase. Item 4. Purpose of Transaction: The transaction is solely for investment purposes. Item 5. Interest in Securities of the Issuer: (a) Imagine Investments, Inc. is the direct beneficial owner of 1,082,000 Shares. Imagine beneficially owns approximately 13.2% of the Shares outstanding on December 31, 1998. By virtue of the relationships described under Item 2 of this statement, each of the other Reporting Persons may be deemed to share indirect beneficial ownership of the Shares directly beneficially owned by Imagine. (b) Imagine has the direct power to vote and direct the disposition of the Shares held by it. By virtue of the relationships described in Item 2, each of the Reporting Persons may be deemed to share the indirect power to vote and direct the disposition of the Shares. (c) Not applicable. (d) Imagine has the power to receive and the right to direct the proceeds from the sale of the Shares held by it. (e) Not applicable. Item 6. Contracts, Arrangements, Understanding or Relationships With Respect to Securities of the Issuer: On October 5, 1998, Riverside and Imagine entered into a Stock Purchase Agreement dated the same date (the "Imagine Agreement") pursuant to which, among other things, Imagine purchased 250,000 Shares from Riverside. On November 12, 1998, Imagine purchased an additional 200,000 Shares from Riverside. On November 18, 1998, Riverside and Imagine entered into another amendment to the Imagine Agreement (the "Amendment" or, together with the Imagine Agreement, the "Amended Agreement"). Under the Amended Agreement, Imagine had (i) an option to acquire from Riverside 550,000 Shares at a purchase price of $3.25 per Share in cash (the "Option") and (ii) a right of first refusal with respect to all of the Shares beneficially owned by Riverside (the "Right of First Refusal"). Imagine has previously exercised a portion of the option and purchased 185,000 Shares of Common Stock from Riverside. Imagine also purchased an additional 82,000 Shares of Common Stock from Riverside independent of the Option. On January 22, 1999, Riverside and Imagine agreed to extend the exercise deadline under the Option until January 25, 1999 and then agreed upon a further extension until January 29, 1999. On January 26, 1999 Imagine exercised the remainder of the Option and on January 28, 1999 purchased 365,000 Shares from Riverside. Pursuant to the Right of First Refusal, prior to the date eighteen months after October 5, 1998, Riverside may not effect any Disposition (other than a Permitted Disposition) (in each case as defined in the Imagine Agreement), except in compliance with the Right of First Refusal. Prior to making any Disposition (other than a Permitted Disposition), Riverside must first make an offer (an "Offer") to Dispose of all of the Shares of which it desires to Dispose to Imagine, specifying in reasonable detail, the nature of the transaction in which Riverside wishes to Dispose of such Shares. If Imagine accepts an Offer within 15 -2- days of the Offer in whole or in part, Riverside will be obligated to Dispose of such Shares described in the Offer to Imagine on the terms and conditions set forth in the Offer. If Imagine does not accept an Offer within 15 days of the Offer, Riverside may at any time between the 16th day and the closing of business on the 106th day after the Offer make the Disposition described in the Offer. Notwithstanding anything elsewhere contained in the Imagine Agreement, Imagine will not be permitted to exercise the Right of First Refusal to the extent that such exercise would cause any Person or Group (as defined in the Wickes Indenture related to its 11 5/8% Senior subordinated Note due 2003 (the "Wickes Indenture")), other than Riverside (as defined in the Wickes Indenture), to beneficially own (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) any securities of Wickes such that, as a result of such exercise, such Person or Group beneficially owns, directly or indirectly, at least 30% of Wickes' then outstanding voting securities entitled to vote on a regular basis for a majority of the Board of Directors or other equivalent governing body thereof, unless at such time Riverside beneficially owns an amount of voting securities greater than the amount sold by such Person or Group. In addition, under the Imagine Agreement, (i) Riverside represented that it does not intend at any time within the next three years to cause Wickes to issue any share of, or any securities or rights convertible into or exchangeable or exercisable for, Wickes' voting capital stock, other than pursuant to existing or future incentive, compensation, benefit or similar plans and programs, (ii) Riverside assigned its rights with respect to the shares of Common Stock acquired under the Imagine Agreement under that certain registration rights agreement dated September 2, 1993 between Riverside and Wickes with respect to such shares, (iii) Riverside agreed to, and agreed to use its best efforts to cause Wickes to, coordinate the various filings with the Securities and Exchange Commission necessary or appropriate with respect to the subject matter of the Imagine Agreement and related matters, and (iv) upon request by Imagine, Riverside agreed to use its best efforts to cause Wickes to effect the securities law registration of Common Stock held by Imagine. Item 7. Material to be Filed as Exhibits: A Stock Purchase Agreement* B Amendment to Stock Purchase Agreement, extending the option exercise deadline C Letter, dated January 26, 1999, of Imagine to Riverside, regarding the exercise of the Option *Pursuant to Item 101(a)(2)(ii) of Regulation S-T, this exhibit is not required to be refiled with this filing. -3- 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. /s/ James M. Fail ------------------------------------------ James M. Fail Date: February 8, 1999 James M. Fail Living Trust By: /s/ James M. Fail -------------------------------------- Its: Trustee -------------------------------------- Date: February 8, 1999 Stone Holdings, Inc. By: /s/ Harry T. Carneal -------------------------------------- Its: President -------------------------------------- Date: February 8, 1999 Imagine Investments, Inc. By: /s/ Robert T. Shaw -------------------------------------- Its: President -------------------------------------- Date: February 8, 1999 -4- SCHEDULE I ---------- Following are the executive officers and directors of all the corporate entities:
Stone Holdings, Inc. - -------------------- Name Address Office - ---- ------- ------ James M. Fail 8150 N. Central Expressway Director; Chairman of the Board, Ste. 1901 Chief Executive Officer Dallas, TX 75206 Harry T. Carneal 8150 N. Central Expressway Director, President, Secretary, Ste. 1901 Treasurer Dallas, TX 75206 Kathryn Fail Smith 4160 N. 49th Way Director, Vice President Phoenix, AZ 85018 Robert I. Boykin 26 Bridal Path Lane Director, Vice President Snowmass, CO 81615 Stone Capital, Inc. - ------------------- Name Address Office - ---- ------- ------ James M. Fail 8150 N. Central Expressway Director, Chairman of the Board, Ste. 1901 Executive Committee Dallas, TX 75206 Harry T. Carneal 8150 N. Central Expressway Director, Chief Executive Ste. 1901 Officer, President, Treasurer, Dallas, TX 75206 Secretary, Executive Committee Kathryn Fail Smith 4160 N. 49th Way Director, Assistant Secretary Phoenix, AZ 85018 Robert I. Boykin 26 Bridal Path Lane Director, Assistant Treasurer Snowmass, CO 81615 R. Brad Oates 8150 N. Central Expressway Executive Vice President Ste. 1900 Dallas, TX 75206
Stone Investments, Inc. - ----------------------- Name Address Office - ---- ------- ------ James M. Fail 8150 N. Central Expressway Director, Chairman of the Board Ste. 1901 Dallas, TX 75206 Harry T. Carneal 8150 N. Central Expressway Director, President, Treasurer Ste. 1901 Dallas, TX 75206 R. Brad Oates 8150 N. Central Expressway Director, Executive Vice President Ste. 1900 Dallas, TX 75206 Imagine Investments, Inc. - ------------------------- Name Address Office - ---- ------- ------ James M. Fail 8150 N. Central Expressway Director Ste. 1901 Dallas, TX 75206 Harry T. Carneal 8150 N. Central Expressway Director Ste. 1901 Dallas, TX 75206 Robert T. Shaw 8150 N. Central Expressway Director, President Ste. 1900 Dallas, TX 75206
[Letterhead of Imagine Investments, Inc.] Mr. Steve Wilson Riverside Group, Inc. 7800 Delfort Pkwy. Suite 100 Jacksonville, FL 32245 Re: Section 1.02(b) of the Stock Purchase Agreement dated October 5, 1998 (the "Agreement") Dear Steve: This letter is to confirm our conversation today that Riverside Group, Inc. and Imagine Investments, Inc. have agreed to extend the date of exercise referred to in the first sentence of Section 1.02(b) of the Agreement to January 29, 1999. Sincerely, /s/ Harry T. Carneal Harry T. Carneal ACCEPTED AND AGREED TO effective January 25, 1999, notwithstanding the date of execution. RIVERSIDE GROUP, INC. By: /s/ Steve Wilson Steve Wilson Its: --------------------- [LETTERHEAD OF IMAGINE INVESTMENTS, INC.] January 26, 1999 Mr. Steve Wilson Riverside Group, Inc. 7800 Belfort Parkway, #100 Jacksonville, FL 32245 Re: Exercise of Option and Designated Account Dear Steve: Imagine Investments, Inc. ("Imagine") hereby exercises its option to purchase 365,000 shares of Wickes, Inc. (the "Shares") for $3.25 per share, for a total purchase price of $1,186,250.00, subject to your agreement to the terms of this letter agreement. Such purchase is made pursuant to the Stock Purchase Agreement dated October 5, 1998, between Riverside Group, Inc. ("Riverside") and Imagine, as amended (the "Option Agreement"). The funds to purchase the 365,000 shares will be wired to Riverside on or before February 1, 1999. You have agreed to, as promptly as possible, deliver to Imagine a certificate(s) for the Shares, free and clear of all liens, pledges and security interests. In order to induce us to exercise the option to purchase additional stock pursuant to the Option Agreement, Riverside and Imagine agree to the following terms: 1. Deposit of Funds. Riverside agrees that $650,000 of the $1,186,250.00 consideration for the purchase from Riverside of the Shares will be directly wired by Imagine into a segregated bank account of Riverside ("Designated Account") at a bank in Jacksonville, Florida to be selected by Riverside. Such Designated Account will be opened by Riverside on or before January 29, 1999. If the Designated Account has not been opened by January 29, 1999, Imagine may refuse to purchase the Shares, purchase the shares as soon as the Designated Account has been opened, or elect to purchase the Shares and place the purchase price in an escrow account with a third party until such time as the Designated Account has been opened. 2. Release of Funds. a. Signatures Required. Amounts in the Designated Account, including any interest earned on such amounts, may be released only with the signature of one person from Category A below (each, a "Riverside Signer") and one person from Category B below (each, an "Imagine Signer"): Category A Category B ---------- ---------- Steve Wilson Harry T. Carneal Catherine Gray B. Kent Hill Robert T. Shaw Riverside shall not permit, without the prior written consent of Imagine, any changes to be made to the Imagine Signers or to the number and type of persons whose signatures are needed to withdraw funds from the Designated Account; provided, however, that Riverside shall be permitted to change the persons who are Riverside Signers without the consent of Imagine. b. Amount and Timing of Withdrawals. The parties agree to permit funds to be withdrawn from the Designated Account as necessary for payment of interest on that certain Subordinated Note Agreement, dated August 31, 1989, in an amount of up to $12 million, and related documents, which debentures are due September 30, 1999 (the "Sub-Debt"). Such funds may not be used for any other purpose other than the payment of interest on the Sub-Debt. c. Request for Withdrawal. Upon a written request from Riverside to Imagine, signed by the chief executive officer and chief financial officer of Riverside, requesting withdrawal of funds from the Designated Account to be used specifically to pay interest on the Sub-Debt and specifying the amount requested to be withdrawn from the Designated Account, one of the Imagine Signers will execute a check(s) made payable to the holders (or their designee) of the "Sub- Debt." Should you agree to the terms of this letter agreement, please sign below. Thank you. Sincerely, /s/ Harry T. Carneal Harry T. Carneal AGREED TO BY: RIVERSIDE GROUP, INC. By: /s/ J. Steven Wilson --------------------------- Name: J. Steven Wilson Title: Chairman, President, CEO Date: January 28, 1999 -----END PRIVACY-ENHANCED MESSAGE-----