SEC Form 4

FORM 4

[ ] Check this box if no longer
subject to Section 16. Form 4 or Form
5 obligations may continue.
See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Imagine Investments, Inc.

(Last) (First) (Middle)

8150 North Central Expressway

Suite 1901

(Street)

Dallas, TX 75206

(City) (State) (Zip)

2. Issuer Name
and Ticker or Trading Symbol

Wickes, Inc.

3. I.R.S. Identification
    Number of Reporting
    Person, if an entity
    (voluntary)

4. Statement for
(Month/Day/Year

04/04/2003

5. If Amendment,
Date of Original
(Month/Day/Year)

6. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

Director X 10% Owner

Officer (give title below) Other (specify below)

Description

7. Individual or Joint/Group
Filing (Check Applicable Line)

Form filed by One Reporting Person

X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2.Transaction
Date
(Month/Day/Year)

2A. Deemed Execution Date, if any
(Month/Day/Year)

3. Transaction
Code
(Instr. 8)

4. Securities Acquired (A) or Disposed Of (D)
(Instr. 3, 4, and 5)

5. Amount of
    Securities
    Beneficially
    Owned Following
    Reported Transaction(s)

    (Instr. 3 and 4)

6. Owner-
    ship
    Form:
    Direct (D)
    or
    Indirect (I)

    (Instr. 4)

7. Nature of
     Indirect
     Beneficial
     Ownership

    (Instr. 4)

Code

Amount

A/D

Price

Common Stock

11/01/2001

J(1)

601,790

$5.025 (1)

615,000 (2)

(3)

Common Stock

04/04/2003

J(4)

2,797,743

$5.00 (4)

3,412,743 (2)

(3)

467,000 (5)

(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned

(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conver-
    sion or
    Exercise
    Price of
    Deri-
    vative
    Security

3. Transaction Date

(Month/
Day/
Year)

3A. Deemed Execution Date, if any

(Month/
Day/
Year)

4. Transaction Code
(Instr.8)

5. Number of Derivative
    Securities Acquired (A)
    or Disposed Of (D)

    (Instr. 3, 4 and 5)

6. Date Exercisable(DE) and
Expiration Date(ED)
(Month/Day/Year)

7. Title and Amount of
Underlying Securities
(Instr. 3 and 4)

8. Price
    of
    Derivative
    Security
    (Instr.5)

9. Number of
    Derivative
    Securities
    Beneficially
    Owned
    Following
    Reported
    Transaction(s)
    (Instr.4)

10. Owner-
ship
Form of
Deriv-
ative
Securities:
Direct (D)
or
Indirect (I)

(Instr.4)

11. Nature of
      Indirect
      Beneficial
      Ownership
      (Instr.4)

Code

Title

Amount or Number of Shares

Call Option (right to buy)

$5.025 (1)

11/01/2001

J(1)

429,850

3/20/2001

12/31/2001 (1)

Common Stock

429,850

$5.025

-0-

(3)

Put Option (obligtion to buy)

$5.025 (1)

11/01/2001

J(1)

429,850

3/20/2001

12/31/2001 (1)

Common Stock

429,850

$5.025

-0-

(3)

Call Option (right to buy)

$5.025 (1)

11/01/2001

J(1)

171,940

4/6/2001

12/31/2001 (1)

Common Stock

171,940

$5.025

-0-

(3)

Put Option (obligtion to buy)

$5.025 (1)

11/01/2001

J(1)

171,940

4/6/2001

12/31/2001 (1)

Common Stock

171,940

$5.025

-0-

(3)

Option (Right to Buy)

$5.00 (6)

04/04/2003

J(6)

53,700

04/04/03

(6)

Common Stock

53,700

$5.00

53,700

(3)

Explanation of Responses:

(1) On or about March 20, 2001 and April 6, 2001, Imagine Investments, Inc., the designated Reporting Person ("Imagine Investments"), entered into several individual Purchase and Sale in Collateral Documents Agreements (the "Purchase Agreements") with various holders ("Holders") of 11% Secured Notes Dated as of April 1, 1999 (the "Notes") issued by Riverside Group, Inc., a Florida corporation, pursuant to which Imagine Investments acquired the Notes in exchange for cash and delivery of 601,790 shares of common stock of the Issuer held by Imagine Investments (the "Note Shares"). The Purchase Agreements provided that Imagine Investments shall have the absolute, irrevocable and unconditional right and the option to purchase the Note Shares between the date of closing of the purchase of the Notes and December 31, 2001, at a price of $5.025, subject to adjustment as provided therein. The Purchase Agreements also provided that the Holders shall have the absolute, irrevocable and unconditional right and option to require Imagine Investments to purchase the Note Shares between the date of closing of the purchase of the Notes and December 31, 2001, at a price of $5.025, subject to adjustment as provided therein. On November 1, 2001, Imagine Investments exercised its call option under the Purchase Agreements and acquired the Note Shares.

(2) These securities are owned directly by Imagine Investments.

(3) Imagine Investments is a wholly-owned subsidiary of Stone Investments, Inc. Stone Investments, Inc. is a wholly-owned subsidiary of Stone Capital, Inc. Stone Capital, Inc. is a wholly-owned subsidiary of Stone Holdings, Inc. Each of the Marital Trust established pursuant to the provisions of Section 3 of Article B of the agreement establishing the James M. Fail Living Trust (the "Marital Trust"), the James M. Fail Living Trust (the "Living Trust") and P.S.F. Holdings Limited Partnership, a Texas limited partnership ("P.S.F."), owns approximately 50%, 20% and 30%, respectively, of the common stock of Stone Holdings, Inc. Additionally, the Marital Trust and the Living Trust own, in the aggregate, approximately 22.6% of the preferred stock of Stone Holdings, Inc. James M. Fail is a trustee of each of the Marital Trust and the Living Trust. Winn Holdings, LLC, a Texas limited liability company ("Winn Holdings"), is the sole general partner of P.S.F., owning a 1% general partnership interest therein. Kathryn Fail Luttrull is the sole member and manager of Winn Holdings.

(4) These shares of Common Stock were acquired pursuant to that certain Agreement for Conveyance of Shares of Wickes, Inc. in lieu of Foreclosure and Bill of Sale dated April 4, 2003 (the "Agreement") between Imagine Investments, Riverside Group, Inc., a Florida corporation ("Borrower"), and the other parties named therein, in satisfaction of $13,988,715 aggregate amount of indebtedness owed to Imagine Investments by Borrower. The parties to the Agreement agreed that the amount of the indebtedness exchanged for these reported shares of the Issuer was calculated to be $5.00 of indebtedness per each share of Common Stock of the Issuer even though the parties acknowledged that they believe that the fair market value of a share of Common Stock of the Issuer as of that date is substantially less.

(5) These securities are owned directly by Stone Investments, Inc.

(6) Option granted pursuant to Letter Agreement dated April 4, 2003 between Borrower and Imagine Investments. The term of the option commenced on such date and terminates 10 days following the payment of remaining debt owed Imagine Investments, Inc. by Borrower. The exercise price of $5.00 was agreed upon by the parties even though the parties acknowledged that they believe that the fair market value of a share of Common Stock of the Issuer as of that date is substantially less.

By:	Date:
/s/ Gary M. Goltz	April 7, 2003
Vice President
** Signature of Reporting Person	SEC 1474 (9-02)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Additional Information Reported For This Form

Name and Address of Reporting Person^*

Imagine Investments, Inc.

(Last) (First) (Middle)

8150 North Central Expressway

Suite 1901

(Street)

Dallas, TX 75206

(City) (State) (Zip)

Issuer Name
and Ticker or Trading Symbol

Wickes, Inc.

Statement for
(Month/Day/Year)

04/04/2003

JOINT FILER INFORMATION

Name: Stone Investments, Inc.

Address: 8150 North Central Expressway, Suite 1901, Dallas, Texas 75206

Designated Filer: Imagine Investments, Inc.

Issuer & Ticker Symbol: Wickes, Inc. (WIKS)

Date of Event Requiring Statement: April 4, 2003

Signature: s/Gary M. Goltz
Gary M. Goltz
Vice President

__________________________________________

Name: Stone Capital, Inc.

Address: c/o Stone Holdings, Inc., 8150 North Central Expressway, Suite 1901, Dallas, Texas 75206

Designated Filer: Imagine Investments, Inc.

Issuer & Ticker Symbol: Wickes, Inc. (WIKS)

Date of Event Requiring Statement: April 4, 2003

Signature: s/Gary M. Goltz
Gary M. Goltz
Vice President

__________________________________________

Name: Stone Holdings, Inc.

Address: 8150 North Central Expressway, Suite 1901, Dallas, Texas 75206

Designated Filer: Imagine Investments, Inc.

Issuer & Ticker Symbol: Wickes, Inc. (WIKS)

Date of Event Requiring Statement: April 4, 2003

Signature: s/Gary M. Goltz
Gary M. Goltz
Executive Vice President

__________________________________________

Name: The Marital Trust established pursuant to the provisions of Section 3 of Article B of the agreement establishing the James M. Fail Living Trust

Address: 8150 North Central Expressway, Suite 1901, Dallas, Texas 75206

Designated Filer: Imagine Investments, Inc.

Issuer & Ticker Symbol: Wickes, Inc. (WIKS)

Date of Event Requiring Statement: April 4, 2003

Signature: s/Gary M. Goltz*
James M. Fail
Trustee

__________________________________________

Name: James M. Fail Living Trust

Address: 8150 North Central Expressway, Suite 1901, Dallas, Texas 75206

Designated Filer: Imagine Investments, Inc.

Issuer & Ticker Symbol: Wickes, Inc. (WIKS)

Date of Event Requiring Statement: April 4, 2003

Signature: s/Gary M. Goltz*
James M. Fail
Trustee
__________________________________________

Name: P.S.F. Holdings Limited Partnership

Address: 8150 North Central Expressway, Suite 1901, Dallas, Texas 75206

Designated Filer: Imagine Investments, Inc.

Issuer & Ticker Symbol: Wickes, Inc. (WIKS)

Date of Event Requiring Statement: April 4, 2003

Signature: s/Gary M. Goltz*
Kathryn Fail Luttrull, sole member of
Winn Holdings, LLC, its general partner

__________________________________________

Name: Winn Holdings, LLC

Address: 8150 North Central Expressway, Suite 1901, Dallas, Texas 75206

Designated Filer: Imagine Investments, Inc.

Issuer & Ticker Symbol: Wickes, Inc. (WIKS)

Date of Event Requiring Statement: April 4, 2003

Signature: s/ Gary M. Goltz*
Kathryn Fail Luttrull, sole member

__________________________________________

Name: James M. Fail

Address: 8150 North Central Expressway, Suite 1901, Dallas, Texas 75206

Designated Filer: Imagine Investments, Inc.

Issuer & Ticker Symbol: Wickes, Inc. (WIKS)

Date of Event Requiring Statement: April 4, 2003

Signature: s/Gary M. Goltz*
James M. Fail

__________________________________________

Name: Kathryn Fail Luttrull

Address: 8150 North Central Expressway, Suite 1901, Dallas, Texas 75206

Designated Filer: Imagine Investments, Inc.

Issuer & Ticker Symbol: Wickes, Inc. (WIKS)

Date of Event Requiring Statement: April 4, 2003

Signature: s/ Gary M. Goltz*
Kathryn Fail Luttrull

__________________________________________

*As Attorney-in-Fact

IMAGINE INVESTMENTS INC 4