-----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, S+VghHoBtBGy5VdRz89fbsMD3AHsV/YAfMS5kJ7+0a6cPPlnfPUNNTKjfXIG51Ov lczugQuLLROi2tRpVvY3bw== 0000914190-96-000161.txt : 19960617 0000914190-96-000161.hdr.sgml : 19960617 ACCESSION NUMBER: 0000914190-96-000161 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960614 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KELLY RUSSELL STUDIOS INC CENTRAL INDEX KEY: 0000918598 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL PRINTING [2750] IRS NUMBER: 411735795 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-46155 FILM NUMBER: 96581172 BUSINESS ADDRESS: STREET 1: 2905 NORTHWEST BOULEVARD SUITE 220 CITY: MINNEAPOLIS STATE: MN ZIP: 55441 BUSINESS PHONE: 6125539992 MAIL ADDRESS: STREET 1: 2905 NORTHWEST BLVD STREET 2: STE 220 CITY: PLYMOUTH STATE: MN ZIP: 55441 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RATH TIMOTHY G CENTRAL INDEX KEY: 0001016319 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1234 STREET 2: 1234 BENTON STREET CITY: ANOKA STATE: MN ZIP: 55303 BUSINESS PHONE: 6124213427 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ___)* KELLY RUSSELL STUDIOS, INC. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock - ------------------------------------------------------------------------------- (Title of Class of Securities) 488148 10 7 ---------------------------------------------------- (CUSIP Number) Timothy G. Rath 1234 Benton Street, Anoka, Minnesota 55303 (612) 421-3427 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 15, 1996 ---------------------------------------------------- (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(b)(3) or (4), check the following box [X]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) 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). SCHEDULE 13D CUSIP No. 488148 10 7 Page 2 of 4 Pages ------------------- --------- --------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Timothy G. Rath ###-##-#### - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 - ------------------------------------------------------------------------------- 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 310,000 (includes 250,000 shares which may be obtained BENEFICIALLY upon exercise of exercisable options) OWNED BY ----------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON -0- WITH ----------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 310,000 (includes 250,000 shares which may be obtained upon exercise of exercisable options) ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 310,000 (includes 250,000 shares which may be obtained upon exercise of exercisable options) - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.6% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Item 1. Security and Issuer. (a) Common Stock, $.01 par value (b) Kelly Russell Studios, Inc. (the "Issuer") 2905 Northwest Boulevard, Suite 220 Plymouth, Minnesota 55441 Item 2. Identity and Background. (a) Timothy G. Rath (b) 1234 Benton Street, Anoka, Minnesota 55303 (c) Mr. Rath is a business consultant (d) Mr. Rath has never been convicted in a criminal proceeding. (e) Mr. Rath has not been a party to any civil proceeding as a result of which he was or is 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 any violation with respect to such laws. (f) Mr. Rath is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration. On March 15, 1996, the vesting of an option to purchase 250,000 shares of the Issuer's Common Stock at $1.50 per share was accelerated in connection with Mr. Rath's resignation as an officer of the Issuer. The option was granted to Mr. Rath on January 1, 1995 in consideration for his services as an officer and was not issued for cash or other property. All of the shares of Common Stock held by Mr. Rath were acquired prior to March 15, 1996 as follows: 50,000 shares at $1.00 share through a private placement by the Issuer on February 17, 1995 and 10,000 shares were purchased in the open market (3,000 at $4.875 on May 16, 1994, 2,000 at $5.00 on May 23, 1994 and 5,000 at $4.50 on August 26, 1994). Item 4. Purpose of Transaction. Mr. Rath intends to hold the securities for investment purposes only. Page 3 of 4 Item 5. Interest in Securities of the Issuer. (a) Mr. Rath beneficially owns 310,000 shares of the Issuer's Common Stock, including 250,000 shares obtainable upon exercise of a currently exercisable option, which beneficial ownership represents 7.6% of the shares of Common Stock outstanding. Mr. Rath holds all of such securities directly. (b) Mr. Rath has sole voting and dispositive power over the above shares of the Issuer's Common Stock. (c) Mr. Rath has not acquired or disposed of any securities of the Issuer's Common Stock during the sixty days preceding the acquisition pursuant to the acceleration of Mr. Rath's option on March 15, 1996. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. None. Item 7. Material to be Filed as Exhibits. None. 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 as of March 15, 1996. Dated: June 13, 1996 /s/ Timothy G. Rath Timothy G. Rath Page 4 of 4 -----END PRIVACY-ENHANCED MESSAGE-----