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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
____________________
NORTHWEST TELEPRODUCTIONS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
667822100
(CUSIP Number)
JOHN C. LORENTZEN
35 WEST WACKER DRIVE
CHICAGO, IL 60601
(312) 558-5600
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
JULY 7, 1998*
(Date of Event which Requires Filing of this Statement)
*THIS AMENDMENT IS BEING FILED TO CORRECT THE ORIGINAL SCHEDULE 13D
FILED ON JULY 7, 1998. THERE IS NO ADDITIONAL 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: / /
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SCHEDULE 13D
CUSIP No. 667822100
_____________________________________________________________________________
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John C. Lorentzen ("Lorentzen"); Penney L. Fillmer ("Fillmer")
_____________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
_____________________________________________________________________________
3. SEC USE ONLY
_____________________________________________________________________________
4. SOURCE OF FUNDS
PF
_____________________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS / /
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
_____________________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Lorentzen: United States of America
Fillmer: United States of America
_____________________________________________________________________________
NUMBER OF SHARES 7. SOLE VOTING POWER -88,500
BENEFICIALLY OWNED __________________________________________________
BY EACH PERSON WITH 8. SHARED VOTING POWER - 0
__________________________________________________
9. SOLE DISPOSITIVE POWER - 88,500
__________________________________________________
10. SHARED DISPOSITIVE POWER -0
__________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Lorentzen and Fillmer, a married couple, jointly beneficially own 88,500
shares of Common Stock, par value $0.01 per share, of the Issuer ("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)
Lorentzen and Fillmer, a married couple, jointly beneficially own 88,500
shares of Common Stock which constitute approximately 6.5% of the outstanding
shares of Common Stock.
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_____________________________________________________________________________
14. TYPE OF REPORTING PERSON -Lorentzen: IN; Fillmer:IN
_____________________________________________________________________________
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to shares of Common Stock, par value
$0.01 per share ("Common Stock"), of Northwest Teleproductions, Inc., a
Minnesota corporation (the "Company"). The principal executive offices of
the Company are located at 4000 West 77th Street, Minneapolis, Minnesota
55435.
ITEM 2. IDENTITY AND BACKGROUND.
(a) and (f). This Schedule 13D is filed by each of Lorentzen and
Fillmer, each an individual and a citizen of the United States of America.
(b) The residence address of Lorentzen and Fillmer is:
1205 S. Main Street
Wheaton, IL 60187
(c)(i) Lorentzen is presently an attorney with Winston & Strawn,
35 West Wacker Drive, Chicago, Illinois 60601. Fillmer is presently an
attorney practicing part-time from her residence.
(d) and (e) During the last five years, neither Lorentzen nor
Fillmer (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) was 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.
Lorentzen and Fillmer, using a margin account, jointly purchased
the shares with personal joint investment funds in the amount of $27,577.50
ITEM 4. PURPOSE OF TRANSACTION.
Lorentzen and Fillmer, a married couple, jointly purchased the
shares through a broker and intend to hold such securities for investment
purposes.
Neither Lorentzen nor Fillmer has any current plans or proposals
which relate to or would result in the types of transactions set forth in
paragraphs (b) through (j) of the instructions for this Item 4. Market
conditions permitting, Lorentzen and Fillmer may acquire additional
securities of the issuer, but currently have no plans to do so.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Lorentzen and Fillmer, a married couple, jointly beneficially
own 88,500 shares of Common Stock, which number of shares constitute
approximately 6.5% of the total outstanding shares of Common Stock.
(b) Lorentzen and Fillmer, a married couple, jointly have the sole
power to direct the vote and disposition of the 88,500 shares of Common
Stock.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
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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: Agreement between Lorentzen and Fillmer Regarding Joint
Filing.
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SIGNATURE
After reasonable inquiry and to the best of his or its knowledge
and belief, the undersigned certifies that the information set forth in this
First Amendment to Schedule 13D is true, complete and correct.
/s/ John C. Lorentzen
_____________________
Dated: August 24, 1998
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SIGNATURE
After reasonable inquiry and to the best of his or its knowledge
and belief, the undersigned certifies that the information set forth in this
First Amendment to Schedule 13D is true, complete and correct.
/s/ Penney L. Fillmer
_____________________
Dated: August 24, 1998
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EXHIBIT 1
AGREEMENT REGARDING JOINT FILING
The undersigned, John C. Lorentzen and Penney Fillmer, agree that this
First Amendment to Schedule 13D, dated as of August 24, 1998 with respect to
Northwest Teleproductions, Inc. is being filed on behalf of each of them
individually.
/s/ John C. Lorentzen
_____________________
/s/ Penney L. Fillmer
_____________________
