SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No )
Complete Management, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of class of securities)
20452C-10-4
(CUSIP number)
Mr. Irving B. Harris
c/o William Harris Investors, Inc.
2 North LaSalle Street, Suite 400
Chicago, Illinois 60602
(312) 621-0590
(Name, address and telephone number of persons
authorized to receive notices and communications)
February 13, 1998 (Reporting ownership and
transactions through February 19, 1998)
(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 [ ].
Check the following box if a fee is being paid with
the statement [ ].
(continued on following pages)<PAGE>
1 Name of Reporting Persons
SS or IRS Identification Nos of Above Persons
Irving B. Harris
###-##-####
2 Check the Appropriate Box if a Member of a Group
(a) [ X ]
(b) [ ]
3 SEC Use Only
4 Source of Funds
PF
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Item 2(d) or 2(e)
[ ]
6 Citizenship or Place of Organization
USA
Number of Shares Beneficially Owned by each Reporting
Person with:
7 Sole Voting Power
None
8 Shared Voting Power
1,017,458 (assumes conversion of $3,475,000
convertible notes into 386,108 shares of Common
Stock)
9 Sole Dispositive Power
None
10 Shared Dispositive Power
1,017,458 (assumes conversion of $3,475,000
convertible notes into 386,108 shares of Common
Stock)
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
1,017,458 (assumes conversion of $3,475,000
convertible notes into 386,108 shares of Common
Stock)
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares
[ ]
13 Percent of Class Represented by Amount in Row (11)
7.10%
14 Type of Reporting Person
IN
Item 1. Security and Issuer
This statement relates to the common stock,
par value $0.001 per share (the "Common Stock") of
Complete Management, Inc. (the "Company"), a New York
corporation, that has its principal executive offices
at 254 West 31st Street, New York, New York 10004.
Item 2. Identity and Background
(a), (b) and (c): This statement is filed by
Irving B. Harris in his capacity listed on pages 1 and
2 of this Schedule 13D filing in connection with the
beneficial ownership by the Reporting Person, as
defined below, of 1,017,458 shares of Common Stock.
Such individual is sometimes referred to as the
"Reporting Person".
Irving B. Harris' business address is 2 North
LaSalle Street, Suite 400, Chicago, Illinois 60602 and
his principal occupation is Chairman of the Executive
Committee and Director of Pittway Corporation, 200
South Wacker Drive, Suite 700, Chicago, Illinois
60606, a multi-product manufacturer and publisher,
Chairman of William Harris Investors, Inc. ("WHI"), a
Delaware corporation whose principal business is that
of an investment advisor registered under Section 203
of the Investment Advisers Act of 1940, Chairman of
the Harris Foundation, a 501(c)(3) Minnesota non-profit
corporation, the purpose of which is to promote
health-care research and education, and President and
owner of William Harris & Co.("WH&Co"), a personal
holding company. WHI, the Harris Foundation and WH&Co
are all located at 2 North LaSalle Street, Suite 400,
Chicago, Illinois 60602.
The Reporting Person may be deemed to be a
"group" within the meaning of Rule 13d-5 promulgated
under the Securities Exchange Act of 1934.
(d): During the last five years, Reporting
Person has not been convicted in a criminal proceeding
(excluding traffic violations or similar
misdemeanors).
(e): During the last five years, the
Reporting Person has not been a party to a civil
proceeding of a judicial or administrative body of
competent jurisdiction resulting in any judgement,
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): The Reporting Person is a citizen of
the United States.
Item 3. Source and Amount of Funds or Other
Consideration
The funds used in making the purchases
reported in this statement are the personal funds of
the Reporting Person or the funds of advisory clients
of the respective other persons and entities named in
Item 5(b).
Item 4. Purpose of Transaction
The shares reported in this statement were
acquired by the respective owners for investment
purposes. In the future, additional shares may be
purchased, and shares may be disposed of, by the
Reporting Person and/or the other persons and entities
named in Item 5(b).
The Reporting Person, and to the best of his
knowledge, the other persons and entities named in
Item 5(b), have no plans or proposals concerning the
issuer which would relate to or result in a merger,
reorganization, liquidation, or a sale or transfer of
material amounts of assets of the issuer or any of its
subsidiaries; changes in the directors or management
of the issuer; changes in the capitalization or
dividend policy of the issuer; changes in its business
or corporate structure; changes in its articles of
incorporation, by-laws or other similar instruments;
ceasing to be authorized to be quoted in the over-
the-counter market; being eligible for termination of the
common stock registration pursuant to section 12(g)(4)
of the Securities Exchange Act; or other similar
actions. However, the Reporting Persons reserve the
right to adopt such plans or proposals in the future.
Item 5. Interest in Securities of the Issuer
(a): The Reporting Person may be considered
to have beneficial ownership within the meaning of
section 13(d) of the Securities Exchange Act in an
aggregate of 1,017,458 shares, assuming conversion of
$3,475,000 convertible notes into 386,108 shares of
Common Stock or 7.10% of the outstanding shares. Also
see Item 5(b).
(b): Shares
Number Convert
of Shares Notes Combined*
(1) Mr. Harris
(i)Shares owned by Mr.
Harris or Joan Harris,
his wife, over which Mr.
Harris has shared voting
power 398,000 0 398,000
(2.78% of o/s shares)**
(ii) Shares which Mr.
Harris does not own but
over which Mr. Harris
may be considered to
share voting power:
Astro Communications, Inc
(see below) 0 33,333 33,333
Harris Foundation
(see Item 2) 18,000 69,443 87,443
William Harris & Co
Employee Profit
Sharing Trust
(see below) 0 94,444 94,444
WHI Growth Fund
(see below) 215,350 138,888 354,238
Total Shares
Item 5(b)(1)(ii) 233,350 336,108 569,458
(3.98% of o/s shares)**
(iii) Shares which Mr.
Harris neither owns nor
over which Mr. Harris
controls via voting power.
Mr. Harris , however, may
be deemed to beneficially
own these shares due to his
relationship with Mr. Steven
A. Hirsh, an employee of
WH&Co, and Mr. Hirsh's
position as a member of
the Board of Directors
of the Company:
HFF Partners, LP
(see below) 0 50,000 50,000
(0.34% of o/s shares)**
Total Shares
Item 5(b)(1)(i)(ii)and
(iii) 631,350 386,108 1,017,458
(7.10% of o/s shares)**
*Represents the aggregate number of shares which would
be owned assuming conversion of the notes on the terms
and conditions applicable to such notes.
**The percentage of outstanding shares reflects
adjustments to give effect to the conversion of the
total number of notes reported herein as if such notes
were converted.
Astro Communications, Inc. is a NASDAQ
bulletin board listed manufacturing company of which
Mr. Harris is 32% owner.
William Harris & Co. Employee Profit Sharing
Trust ("WH&Co PST") is a retirement plan in which Mr.
Harris has an approximate 55.45% beneficial interest.
WH&Co is the plan sponsor.
WHI Growth Fund, L.P. ("WHIGF") is a private,
closed end investment partnership investing primarily
in publicly traded equity and fixed income securities.
WHI is WHI GF's general partner and Irving B. Harris
is an investor in the Fund.
HFF Partners, LP is an Illinois limited
partnership composed of individuals, some of whom are
related to Steven A. Hirsh. Mr. Hirsh is the managing
general partner.
Each of the persons named above is a citizen
or entity of the United States.
Unless otherwise noted, the address of each
of the foregoing persons is c/o William Harris
Investors, Inc., 2 North LaSalle Street, Suite 400,
Chicago, IL, 60602.
The Reporting Person disclaims beneficial
ownership of shares of Common Stock owned by other
entities named in Item 5(b) and disclaims
participation in a group with such other entities for
all purposes other than the reporting obligations
under Section 13 of the Securities Exchange Act of
1934.
(c): The following transactions were made by
or for the accounts named in Item 5 (b) during the
past 60 days:
No of Price/
Date Account Shares Share
2/9/98 Irving B Harris 250,000 $10.75
2/9/98 Joan Harris 11,000 $10.75
2/9/98 WHIGF 60,000 $10.75
2/13/98 WHIGF 26,600 $11.34
2/18/98 WHIGF 50,000 $11.30
2/19/98 WHIGF 75,000 $10.92
(d) To the knowledge of the Reporting Person,
no person other than the persons named in Item 5(b),
and beneficiaries of certain of the persons (none of
which is a beneficial owner of five percent of the
outstanding shares), has the right to receive or the
power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares attributed to
such person or entity.
(e) N/A
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of
the Issuer
Mr. Harris and the entities listed in Item
5(c) may be deemed to be a "group" within the meaning
of Rule 13d-5 promulgated under the Securities Act of
1934.
Mr. Harris has no contracts, arrangements,
understandings, formal or informal, or relationships
(legal or otherwise) with any person with respect to
any securities of the issuer, including but not
limited to transfer or voting of any of the
securities, finders fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of
profits, division of profit or loss, or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits
None.<PAGE>
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: February 24, 1998
/s/ Irving B. Harris
Irving B. Harris
