-----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, AKxMLjlszAmTsta3+3wuwmylaUrOnRuqI3dSVIgXTra1mMkHCEwGflEM4nISR/LV puNk1I9ay53QgcTM5pde7g== 0000892569-99-001551.txt : 19990524 0000892569-99-001551.hdr.sgml : 19990524 ACCESSION NUMBER: 0000892569-99-001551 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990521 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERVISUAL BOOKS INC /CA CENTRAL INDEX KEY: 0000879813 STANDARD INDUSTRIAL CLASSIFICATION: BOOKS: PUBLISHING OR PUBLISHING AND PRINTING [2731] IRS NUMBER: 922929217 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42195 FILM NUMBER: 99632412 BUSINESS ADDRESS: STREET 1: 2716 OCEAN PARK BLVD STREET 2: SUITE 2020 CITY: SANTA MONICA STATE: CA ZIP: 90405 BUSINESS PHONE: 3103968708 MAIL ADDRESS: STREET 1: 2716 OCEAN PARK BLVD SUITE 2020 CITY: SANTA MONICA STATE: CA ZIP: 90405 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HUNT WALDO CENTRAL INDEX KEY: 0001036481 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2716 OCEAN PARK BLVD STREET 2: SUITE 2020 CITY: SANTA MONICA STATE: CA ZIP: 90405 BUSINESS PHONE: 3103968708 MAIL ADDRESS: STREET 1: 2716 OCEAN PARK BLVD STREET 2: SUITE 2020 CITY: SANTA MONICA STATE: CA ZIP: 90405 SC 13D/A 1 SCHEDULE 13D/A FOR WALDO H. HUNT 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) INTERVISUAL BOOKS, INC. (Name of Issuer) COMMON STOCK, NO PAR VALUE (Title of Class of Securities) 460918105 (CUSIP Number) Waldo H. Hunt Intervisual Books, Inc. 2716 Ocean Park Blvd., Suite 2020 Santa Monica, California 90405 (310) 396-8708 (Name, address and telephone number of person authorized to receive notices and communications) May 14, 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 this 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). 2 CUSIP No. 460918 10 5 Schedule 13D Page 2 of 5 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON Mr. and Mrs. Waldo H. Hunt and Patricia E. Hunt, individually and as trustees of the Hunt Family Trust 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a[ ] b[x] 3. SEC USE ONLY 4. SOURCE OF FUNDS PF, OO 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 BENEFICIALLY 2,933,416 OWNED BY EACH 8. SHARED VOTING POWER REPORTING PERSON 0 WITH 9. SOLE DISPOSITIVE POWER 2,933,416 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,933,416 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] N/A 3 CUSIP No. 460918 10 5 Schedule 13D Page 3 of 5 - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 49.4%, based on 5,885,115 shares of common stock outstanding as calculated based on the number of shares reported by Issuer as issued and outstanding as of March 31, 1999 plus the shares issued by Issuer in connection with Issuer's acquisition of Fast Forward Marketing, Inc. 14. TYPE OF PERSON REPORTING IN *SEE INSTRUCTIONS BEFORE FILLING OUT 4 CUSIP No. 460918 10 5 Schedule 13D Page 4 of 5 - -------------------------------------------------------------------------------- This Amendment No. 1 amends the Schedule 13D dated July 22, 1998 (the "Original Schedule 13D") filed with the Securities and Exchange Commission (the "Commission") by Mr. and Mrs. Waldo H. Hunt, and Patricia E. Hunt, individually and as trustees of The Hunt Family Trust (collectively, the "Reporting Persons"). Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings given such terms in the Original Schedule 13D. Item 4. Purpose of Transaction. Item 4 as previously filed is hereby amended to add the following information: As reported in Item 6 below, Mr. Hunt as trustee of The Hunt Family Trust entered into an agreement regarding the election of certain persons to the Board of Directors of the Issuer. Item 5. Interest in Securities of the Issuer. Subparagraph (a) of Item 5 as previously filed is hereby amended as follows: 2,933,416: 49.4%, based on 5,885,115 shares of common stock outstanding as calculated based on the number of shares reported by Issuer as issued and outstanding as of March 31, 1999 plus the shares issued by Issuer in connection with Issuer's acquisition of Fast Forward Marketing, Inc. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Item 6 as previously filed is hereby amended to add the following information: In connection with Issuer's acquisition of Fast Forward Marketing, Inc. ("Fast Forward"), Mr. Hunt as trustee of The Hunt Family Trust entered into an Amended and Restated Voting Agreement (the "Voting Agreement") with Steven D. Ades ("Steven Ades"), Steven D. Ades and Laurie Levit, Trustees of the Steven Ades and Laurie Levit Revocable Family Trust (the "Trust"). The Voting Agreement was executed to fulfill a condition to completing the acquisition by the Issuer of Fast Forward Marketing, Inc. on May 14, 1999. According to the Voting Agreement, The Hunt Family Trust agreed to vote its shares at the annual meeting of shareholders of the Issuer such that Steven Ades and a "qualified person" (as defined in the Voting Agreement) would be elected to the Issuer's Board of Directors. In the Voting Agreement, Steven Ades and the Trust agreed to vote their shares of the Issuer's common stock in favor of those persons recommended or nominated for election for director by the Issuer's Board of Directors. In the event of cumulative voting for the election of directors, Steven Ades and the Trust agreed, to the extent requested by The Hunt Family Trust, either to distribute their votes equally between Steven Ades and the "qualified person" selected in accordance with the Voting Agreement or equally among each nominee for director supported by the Issuer's Board of Directors. As long as Steven Ades is a director, employee or consultant of the Issuer, Steven Ades and the Trust agreed not to vote for or otherwise support in any manner any nominees for the Issuer's Board of Directors other than those nominees selected by the Issuer's Board of Directors. The Voting Agreement terminates upon the occurrence of certain events. A copy of the Voting Agreement is attached hereto as an exhibit and is hereby incorporated herein. Reporting Persons disclaim beneficial ownership of any securities held by Steven Ades and the Trust. Item 7. Material to be Filed as Exhibits. Item 7 is hereby amended to add the following: 99.4 Amended and Restated Voting Agreement 5 CUSIP No. 460918 10 5 Schedule 13D Page 5 of 5 - -------------------------------------------------------------------------------- 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: May 21, 1999 /s/ Waldo H. Hunt ---------------------------------------- Waldo H. Hunt, Individually and as Trustee of The Hunt Family Trust UTA May 30, 1980 /s/ Patricia E. Hunt ---------------------------------------- Patricia E. Hunt, Individually and as Trustee of The Hunt Family Trust UTA May 30, 1980 6 EXHIBIT INDEX
Exhibit Number Description - ------ ----------- 99.4 Amended and Restated Voting Agreement
EX-99.4 2 AMENDED AND RESTATED VOTING AGREEMENT 1 AMENDED AND RESTATED VOTING AGREEMENT THIS AMENDED AND RESTATED VOTING AGREEMENT (this "Agreement") is entered into as of May 19, 1999, by and between Steven D. Ades ("Steven Ades"), Steven D. Ades and Laurie Levit, Trustees of the Steven Ades and Laurie Levit Revocable Family Trust UTD April 18, 1991 (the "Trust"; Steven Ades and the Trust hereinafter sometimes are referred to collectively as "Ades") and Waldo H. Hunt, Trustee of the Hunt Family Trust UTA May 30, 1980 ("Shareholder"). RECITALS A. The parties hereto previously entered into a Voting Agreement dated as of May 13, 1999 (the "Original Agreement") setting forth certain obligations regarding the voting of their respective shares. B. In order to clarify certain obligations of the parties relating to the election of certain directors to the Board of Intervisual Books, Inc. (the "Company"), the parties hereto desire to amend and restate the Original Agreement as set forth in this Agreement. The parties acknowledge that each of the parties has received good and valuable consideration for the purposes of entering into this Agreement and that this Agreement shall be binding and enforceable upon each of them. AGREEMENT 1. Voting of Shares by Shareholder. Subject to Ades voting Ades' shares of Company common stock in accordance with paragraph 2 below and the other agreements contained in paragraph 2 below, Shareholder agrees that at the annual meeting of shareholders of the Company immediately following the Effective Time of the Merger and at each successive annual meeting thereafter, provided that Steven Ades is employed by Company at such time, Shareholder shall cause a sufficient number of outstanding shares of Company's common stock that are owned by Shareholder as of the record date fixed for such meeting to be voted in such a manner as to elect Steven Ades and a "qualified person" to the Company's Board of Directors. For purposes of this paragraph, a "qualified person" shall mean an individual initially designated by Steven Ades and who (i) posses the skills and business acumen reasonably necessary to be an outside independent director of a public company, (ii) is mutually acceptable to Steven Ades and the Company's Board of Directors and which such nominee shall not be Steven Ades, Steven Selsky, Steven Wallace, a family member of Steven Ades, Steven Selsky or Steven Wallace or otherwise related to Steven Ades, Selsky or Wallace, and (iii) has not been involved in any legal proceedings requiring disclosure under Item 401(f) of Regulation S-K or Instruction 4 of Item 103 of Regulation S-K. Prior to selection as a "qualified person," each such nominee shall agree in writing to resign from the Company's Board of Directors if so requested mutually by Steven Ades and the other members of the Company's Board of Directors. 2. Voting of Shares by Ades. Ades agrees that at the annual meeting of shareholders of the Company immediately following the Effective Time of the Merger, and at each successive annual meeting thereafter, provided that Steven Ades is employed by Company at such time, Ades shall vote all outstanding shares of Company's common stock that are owned by Ades as of the 2 record date fixed for such meeting in favor of those persons recommended or nominated for election by the Company's Board of Directors. In the event cumulative voting for the election of directors occurs, Ades shall, as so requested by Shareholder, either distribute all of Ades' votes equally between Ades and the qualified person selected in accordance with paragraph 1 above or equally among each nominee for director supported by the Company's Board of Directors. As long as Steven Ades is a director, employee or consultant of the Company, Ades agrees not to vote for or otherwise support in any manner any nominees for the Company's Board of Directors other than those nominees selected by the Company's Board of Directors. 3. Further Assurances. Shareholder and Ades shall perform such further acts and execute such further documents and instruments as reasonably may be required to carry out and give effect to the provisions of this Agreement. 4. Amendment and Modification. This Agreement may be amended, modified or supplemented only by a written agreement of all the parties to this Agreement. 5. Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of California. 6. Invalidity of a Single Provision. The unenforceability or invalidity of any provision of this Agreement shall not affect the validity or enforceability of the remainder of this Agreement, nor shall the unenforceability of a provision under the laws of any particular jurisdiction affect its enforceability under the laws of other jurisdictions. 7. Headings and Execution in Counterparts. The headings and captions contained in this Agreement are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute a single agreement. 8. Termination. The parties hereto agree that this Agreement shall terminate upon the earlier of: (a) Steven Ades' cessation of employment from the Company, (b) the closing a "liquidity event" as defined in Section 2 of that Restricted Stock Agreement dated as of May 13, 1999 by and among the parties hereto, the Company, Barbara Abella, Rhonda Sapirstein, Steven Selsky and Steven Wallace, excluding a sale of all or substantially all of the assets of the Company or liquidation, dissolution or winding up of the Company, (c) Ades' beneficial ownership (calculated according to Rule 13d-3) of voting securities of the Company falls below five percent (5%) of the Company's issued and outstanding securities, or (d) Ades' beneficial ownership of voting securities (excluding unexercised options) of the Company increases to the number that Ades would be entitled to elect two directors to the Company's Board of Directors. 9. Amendment and Restatement. The parties hereto agree that the Original Agreement is superseded and replaced in its entirety by this Agreement and Original Agreement shall no longer have any force or effect. -2- 3 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. Shareholder: /s/ Waldo H. Hunt ---------------------------------------- Waldo H. Hunt, Trustee of the Hunt Family Trust UTA May 30, 1980 /s/ Steven D. Ades ---------------------------------------- Steven D. Ades /s/ Steven D. Ades ---------------------------------------- Steven D. Ades, as Trustee of the Steven Ades and Laurie Levit Revocable Family Trust UTD April 18, 1991 /s/ Laurie Levit ---------------------------------------- Laurie Levit, as Trustee of the Steven Ades and Laurie Levit Revocable Family Trust UTD April 18, 1991 -3- -----END PRIVACY-ENHANCED MESSAGE-----