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OMB APPROVAL
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ______ )*
Delta-Omega Technologies, Inc.
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(NAME OF ISSUER)
COMMON STOCK, par value $.001 per share
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(TITLE OF CLASS OF SECURITIES)
247782303
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(CUSIP NUMBER)
Gus J. Athas, TWO N. RIVERSIDE PLAZA, SUITE 1100 CHGO., IL 60606
(312) 906-8700
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS)
July 12, 1996
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(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 [x] . (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).
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<CAPTION>
CUSIP No. 247782303 13D
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1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Great American Management and Investment, Inc.
58-1351398
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) []
(b) []
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) []
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF SHARES 1,866,666
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,866,666
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,866,666
12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* []
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.0 %
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
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Item 1. Security and Issuer
This statement relates to the common stock, $.001 par value
per share ("Common Stock"), of Delta-Omega Technologies, Inc.
(the "Issuer") which has its principal executive office at 119
Ida Road, Groussard, LA 70518. GAMI (as hereinafter defined)
acquired Series C Convertible Voting Preferred Stock, $.001
par value per share ("Preferred Stock"), and Class Z Warrants
to purchase Common Stock ("Warrants") of the Issuer which are
convertible and exercisable, respectively, into shares of
Common Stock.
Item 2. Identity and Background
(a - c) This statement is being filed by Great American
Management and Investment, Inc., a Delaware corporation
("GAMI"). GAMI's principal executive office is located at Two
North Riverside Plaza, Suite 1100, Chicago, IL 60606. GAMI
is a diversified holding company with interests in
manufacturing and agricultural chemicals and minerals. The
sole stockholder of GAMI is Equity Holdings Limited, an
Illinois limited partnership ("EHL"). The general partners of
EHL are Samuel Zell as Trustee of the Samuel Zell Revocable
Trust and Ann Lurie and Mark Slezak as Co-Trustees of the
Robert H. and Ann Lurie Trust. Certain information concerning
the executive officers, directors and the general partners of
EHL is set forth in Appendix A hereto.
(d) and (e) Neither GAMI nor, to the best knowledge of GAMI,
any of the persons listed in Appendix A hereto, have during
the last five years (i) been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and
as a result of such proceeding 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.
Item 3. Source and Amount of Funds or Other Consideration
The aggregate amount of funds used in acquiring the 933,333
shares of Preferred Stock and the 933,333 Warrants reported
herein was $700,000.00. All funds used in acquiring the
Preferred Stock and Warrants were derived from the working
capital of GAMI.
Item 4. Purpose of Transaction
GAMI acquired the Preferred Stock and Warrants for investment
purposes. Subject to availability at prices deemed favorable
by GAMI, GAMI may purchase Common Stock, additional shares of
Preferred Stock or Warrants from time to time in the open
market or in privately negotiated transactions, or may dispose
of all or a portion of the Preferred Stock and Warrants
presently held or all securities hereafter acquired by it.
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Except as set forth above, GAMI does not have any present
plans or intentions which would result in or relate to any of
the transactions described in subparagraphs (a) through (j) of
Item 4. of Schedule 13d.
Item 5. Interest in Securities of the Issuer
(a) and (b) To the best knowledge of GAMI, there are
12,546,807 shares of Common Stock outstanding.(1) As of the
date hereof, assuming the conversion of the 933,333 shares of
Preferred Stock for 933,333 shares of Common Stock and the
exercise of the 933,333 Warrants for 933,333 shares of Common
Stock beneficially owned by GAMI, GAMI would be the beneficial
owner of approximately 13.0% of the shares of Common Stock
outstanding (assuming the conversion of GAMI's Preferred Stock
and the exercise of GAMI's Warrants). GAMI has the sole power
to vote or to direct the vote of the Preferred Stock
beneficially owned by it. GAMI would have the sole power to
vote or to direct the vote of the Common Stock (assuming the
conversion of the Preferred Stock owned by it and the exercise
of the Warrants owned by it) and has the sole power to dispose
or to direct the disposition of the Preferred Stock and the
Warrants beneficially owned by it.
Sheli Z. Rosenberg, a director of GAMI, is a non-controlling
general partner of an Illinois general partnership (a
"Partnership") which beneficially owns 135,000 shares of
Common Stock. Mrs. Rosenberg has shared power to vote or to
direct the vote of the 135,000 shares of Common Stock and
shared power to dispose or to direct the disposition of the
135,000 shares of Common Stock owned by the Partnership.
Samuel Zell, an executive officer and director of GAMI, is a
beneficiary or co-beneficiary of trusts which are general
partners of the Partnership. Mr. Zell has no power to vote or
to direct the vote and no power to dispose or to direct the
disposition of the Common Stock beneficially owned by the
Partnership.
(c) During the last sixty days, GAMI acquired the following
securities of the Issuer:
On July 12, 1996, GAMI acquired 933,333 shares
of Preferred Stock and 933,333 Warrants, one
each as a unit, for $.75 per unit.
(d) and (e) Not applicable.
(1) As of March 31, 1996, as reported in the Issuer's Form 10-QSB for the
quarter ended February 29, 1996.
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Item 6. Contracts, Arrangements, Understandings or Relationships With
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Respect to Securities of the Issuer
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None.
Item 7. Material to be Filed as Exhibits
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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.
July 22, 1996 Great American Management and Investment, Inc.
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Date By: /s/ Gus J. Athas
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Gus J. Athas, Senior Vice President
and General Counsel
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APPENDIX A
Information concerning executive officers, directors and the general
partners of the sole stockholder of GAMI is set forth below. All the
individuals listed below are citizens of the United States.
EXECUTIVE OFFICERS AND DIRECTORS
Position with GAMI & Principal Occupation
Name & Business Address or Employment
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Samuel Zell Chairman of the Board of Directors.
Mr. Zell is Chairman of the Board of
Directors of Equity Group Investment,
Inc. ("EGI"), a privately owned
investment and management company
located at Two N. Riverside Plaza,
Chicago, IL 60606.
Rod F. Dammeyer Director, President and Chief
Executive Officer. Mr. Dammeyer is
President and Chief Executive Officer
of Anixter International Inc., a
distributor of electrical products
located at Two N. Riverside Plaza,
Chicago, IL 60606.
Sheli Z. Rosenberg Director. Mrs. Rosenberg is
President and Chief Executive Officer
of EGI.
Gus J. Athas Senior Vice President and General
Counsel. Mr. Athas is Senior Vice
President and General Counsel of
Falcon Building Products, Inc.,
("Falcon") a manufacturer and
supplier of air distribution and
handling products, bathroom fixtures
and air compressor products located
at Two N. Riverside Plaza, Chicago,
IL 60606.
Sam A. Cottone Senior Vice President and Chief
Financial Officer. Mr. Cottone is
Senior Vice President and Chief
Financial Officer of Falcon.
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General Partners of Sole Stockholder
Samuel Zell, Trustee See information under Executive Officers and Directors.
Samuel Zell Revocable Trust
Ann Lurie, Co-Trustee Mrs. Lurie is a private investor with offices located
Robert H. and Ann Lurie Trust at Two N. Riverside Plaza; Chicago, IL 60606.
Mark Slezak, Co-Trustee Mr. Slezak is a Senior Vice President of EGI.
Robert H. and Ann Lurie Trust
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