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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. 1 )*
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)
November 4, 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 / /. (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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CUSIP No. 247782303 13D PAGE 2 OF 10
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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
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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SOLE VOTING POWER
7 0
NUMBER OF SHARES -----------------------------------------------------------
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING -----------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
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14 TYPE OF REPORTING PERSON*
CO
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</TABLE>
*SEE INSTRUCTION BEFORE FILLING OUT!
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<TABLE>
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CUSIP No. 247782303 13D PAGE 3 OF 10
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1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAMI Investments, Inc.
36-3992617
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
1,866,666
NUMBER OF SHARES --------------------------------------------------------
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING --------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,866,666
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,866,666
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12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.0%
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14 TYPE OF REPORTING PERSON*
CO
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</TABLE>
*SEE INSTRUCTION BEFORE FILLING OUT!
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ONLY THOSE ITEMS AMENDED ARE REPORTED HEREIN.
CAPITALIZED TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE
THE SAME MEANING AS THEY HAVE IN THE SCHEDULE 13D.
Item 2. Identity and Background
This item is amended by adding the following:
(a - c) This statement is also being filed by GAMI
Investments, Inc., a Delaware corporation ("Investments").
Investments is a wholly owned subsidiary of GAMI.
Investments' principal executive office is located at Two
North Riverside Plaza, Suite 1100, Chicago, IL 60606.
Investments is a holding company. Certain information
concerning the executive officers and directors of Investments
is set forth in Appendix B hereto.
(d - e) Neither Investments nor, to the best knowledge of
Investments, any of the persons listed in Appendix B 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
On November 4, 1996, GAMI contributed the 933,333 shares of
Preferred Stock and the 933,333, Warrants to Investments for
no cash consideration.
Item 4. Purpose of Transaction
Investments acquired the Preferred Stock and Warrants from
GAMI for investment purposes. Subject to availability at
prices deemed favorable by Investments, Investments 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.
Except as set forth above, Investments 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 Investments, 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
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beneficially owned by Investments, Investments would be the
beneficial owner of approximately 13.0% of the shares of
Common Stock outstanding (assuming the conversion of
Investments' Preferred Stock and the exercise of Investments'
Warrants). Investments has the sole power to vote or to
direct the vote of the Preferred Stock beneficially owned by
it. Investments 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. GAMI, as the parent of Investments,
disclaims any beneficial ownership in the securities reported
herein.
(c) On November 4, 1996, GAMI contributed the Preferred Stock
and Warrants to Investments.
(d) and (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
None.
Item 7. Material to be Filed as Exhibits
Exhibit 1 - Joint Filing Agreement
1
As of June 30, 1996, as reported in the Issuer's Form 10-QSB for the
quarter ended May 31, 1996.
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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.
November 18, 1996
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DATE
Great American Management and Investment, Inc.
By: /s/ Gus J. Athas
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Gus J. Athas, Senior Vice President
and General Counsel
GAMI Investments, Inc.
By: /s/ Gus J. Athas
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Gus J. Athas, Senior Vice President,
General Counsel and Secretary
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APPENDIX B
Information concerning executive officers, directors and the general
of partners of the sole stockholder of GAMI was included in Appendix A to
the Schedule 13D filed on July 22, 1996. Information concerning
Investments' executive officers and directors is set forth below. All
the individuals listed below are citizens of the United States.
EXECUTIVE OFFICERS AND DIRECTORS OF INVESTMENTS
Name & Business Address Position with Investments & Principal Occupation or
Employment
Samuel Zell Chairman of the Board of Directors. Information
Two N. Riverside Plaza concerning Mr. Zell was previously filed in
Chicago, IL 60606 Schedule 13D.
Rod F. Dammeyer Director, President and Chief Executive Officer.
Two N. Riverside Plaza Information concerning Mr. Dammeyer
Chicago, IL 60606 was previously filed in Schedule 13D.
Sheli Z. Rosenberg Director. Information concerning Mrs. Rosenberg
Two N. Riverside Plaza was previously filed in Schedule 13D.
Chicago, IL 60606
Gus J. Athas Senior Vice President, General Counsel and
Two N. Riverside Plaza Secretary. Information concerning Mr. Athas
Chicago, IL 60606 was previously filed in Schedule 13D.
Sam A. Cottone Senior Vice President and Chief Financial Officer.
Two N. Riverside Plaza Information concerning Mr. Cottone was previously
Chicago, IL 60606 filed in Schedule 13D.
Anthony Navitsky Vice President, Treasurer and Assistant Secretary.
Two N. Riverside Plaza Mr. Navitsky is Treasurer of Eagle Industrial
Chicago, IL 60606 Products Corporation, a holding company located
at Two N. Riverside Plaza, Chicago, IL 60606.
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EXHIBIT INDEX
EXHIBIT NUMBER NAME PAGE NUMBER
1 Joint Filing Agreement 9
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Exhibit 1
JOINT FILING AGREEMENT
AGREEMENT dated as of November 4, 1996 between Great American
Management and Investment, Inc., a Delaware corporation, and GAMI
Investments, Inc., a Delaware corporation (collectively the "Reporting
Persons").
WHEREAS, the Reporting Persons may be deemed to beneficially own
shares of Common Stock, par value $.001 per share, of
Delta-Omega Technologies, Inc.
WHEREAS, the parties hereto may be deemed to constitute a "group"
for purposes of Section 13(d) (3) of the Securities Exchange Act of
1934, as amended (the "Act"); and
WHEREAS, each of the parties hereto desire by the Agreement to
provide for the joint filing of an amendment to Schedule 13D, and
all other amendments thereto, with the Securities and Exchange
Commission.
NOW, THEREFORE, the parties hereto agree as follows:
1. The parties hereto will join in the preparation and filing
of a single statement containing the information
required by Schedule 13D, and all amendments thereto, and
the Schedule 13D and all such amendments will be filed on
behalf of each party hereto:
2. Each party hereto will be responsible for the timely
filing of the Schedule 13D, and all amendments thereto, and
for the completeness and accuracy of the information
concerning such party contained therein. No party hereto
will be responsible for the completeness or accuracy of the
information concerning any other party contained in the
Schedule 13D or any amendment thereto, except to the extent
such party knows or has reason to believe that such
information is inaccurate.
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3. Gus J. Athas will be designated as the person
authorized to receive notices and communications with
respect to the Schedule 13D and all amendments thereto.
4. This Agreement may be executed in counterparts, all
of which when taken together will constitute one and the
same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of the date first above written.
Great American Management and Investment, Inc.
By: /s/ Gus J. Athas
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Gus J. Athas, Senior Vice President
and General Counsel
GAMI Investments, Inc.
By: /s/ Gus J. Athas
------------------------------------
Gus J. Athas, Senior Vice President,
General Counsel and Secretary
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