Amendment No. 5
The Sportsman's Guide, Inc.
Common Stock
CUSIP Number 848907 10 1
Filing Fee: None<PAGE>
CUSIP No. 848907 10 1
Item 1: Reporting Person - Vincent W. Shiel/The Amended Vincent
W. Shiel Revocable Trust dated January 18, 1989
Item 2: (b) Disclaims membership in a group
Item 4: PF
Item 6: United States
Item 7: 5,723,503
Item 8: 1,200,008
Item 9: 5,723,503
Item 10: 1,200,008
Item 11: 6,923,511
Item 13: 28.1%
Item 14: IN/OO<PAGE>
CUSIP No. 848907 10 1
Item 1: Reporting Person - Helen M. Shiel/The Amended Helen M.
Shiel Revocable Trust dated January 23, 1989
Item 2: (b) Disclaims membership in a group
Item 4: PF
Item 6: United States
Item 7: 1,200,008
Item 8: 5,723,503
Item 9: 1,200,008
Item 10: 5,723,503
Item 11: 6,923,511
Item 13: 28.1%
Item 14: IN/OO<PAGE>
CUSIP No. 848907 10 1
Item 1: Reporting Person - Stuart A. Shiel
Item 2: (b) Disclaims membership in a group
Item 4: PF
Item 6: United States
Item 7: 1,833,333
Item 8: 0
Item 9: 1,833,333
Item 10: 0
Item 11: 1,833,333
Item 13: 7.9%
Item 14: IN<PAGE>
CUSIP No. 848907 10 1
Item 1: Reporting Person - Ralph E. Heyman, Individually and as
Trustee under various trusts held for the benefit of
Vincent W. Shiel and Helen M. Shiel and their Children
and Grandchildren
Item 2: (b) Disclaims membership in a group
Item 4: PF/OO
Item 6: United States
Item 7: 5,056,853
Item 8: 0
Item 9: 5,056,853
Item 10: 0
Item 11: 5,056,853
Item 13: 20.7%
Item 14: IN/OO<PAGE>
Item 1. SECURITY AND ISSUER
The securities to which this statement relates are shares of
Common Stock, par value $.01, of:
The Sportsman's Guide, Inc.
411 Farwell Avenue
South St. Paul, MN 55075
Item 2. IDENTITY AND BACKGROUND
The following information is given with respect to each
person filing hereunder.
(a) Name
(i) The Amended Vincent W. Shiel Revocable Trust dated
January 18, 1989, Vincent W. Shiel, Trustee (the
"Vincent W. Shiel Revocable Trust"), and Vincent
W. Shiel individually as the Settlor of the
Vincent W. Shiel Revocable Trust.
(ii) The Amended Helen M. Shiel Revocable Trust dated
January 23, 1989, Helen M. Shiel, Trustee (the
"Helen M. Shiel Revocable Trust"), and Helen M.
Shiel individually as the Settlor of the Helen M.
Shiel Revocable Trust.
(iii) Stuart A. Shiel
(iv) Ralph E. Heyman, Individually and as Trustee under
various trusts held for the benefit of Vincent W.
Shiel and Helen M. Shiel and their children and
grandchildren
(b) Residence or business address
(i) Vincent W. Shiel
6900 Golf House Drive
Hobe Sound, FL 33455
(ii) Helen M. Shiel
6900 Golf House Drive
Hobe Sound, FL 33455
(iii) Stuart A. Shiel
17010 Butteroak Drive
Spring, TX 77379
(iv) Ralph E. Heyman, Individually and as Trustee
10 Courthouse Plaza, S.W., Suite 1100
Dayton, OH 45402
<PAGE>
(c) Occupation/Employment
(i) Vincent W. Shiel is self-employed and his
principal occupation is investing in various
business ventures.
(ii) Helen M. Shiel is an investor in various business
ventures.
(iii) Stuart A. Shiel is the Executive Vice President of
National Recreational Shooting Supplies, Inc., a
sporting goods distributor located at 15534 W.
Hardy Road, Suite 230, Houston, TX 77060.
(iv) Ralph E. Heyman, Individually and as Trustee, is a
partner in the law firm of Chernesky, Heyman &
Kress, 10 Courthouse Plaza, S.W., Suite 1100, P.O.
Box 3808, Dayton, OH 45401-3808.
(d) Criminal Violations
None
(e) Party to Civil Action
None
(f) All of the persons filing information on this statement
are citizens of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(a) Vincent W. Shiel, as Trustee of the Vincent W. Shiel
Revocable Trust, acquired warrants to purchase 752,740
shares of Common Stock as part of a principal payment
for promissory notes issued by The Sportsman's Guide,
Inc. (the "Company") to Dr. Shiel.
(b) Helen M. Shiel, as Trustee of the Helen M. Shiel
Revocable Trust, acquired warrants to purchase 233,333
shares of Common Stock as part of a principal payment
for promissory notes issued by the Company to Mrs.
Shiel.
(c) Stuart A. Shiel acquired warrants to purchase 100,000
shares of Common Stock as part of a principal payment
for promissory notes issued by the Company to Mr.
Shiel.
(d) Ralph E. Heyman, as Trustee, acquired warrants to
purchase 479,260 shares of Common Stock as part of a
principal payment for promissory notes issued by the
Company to Mr. Heyman.<PAGE>
Item 4. PURPOSE OF TRANSACTION
Each person providing information on this statement acquired
the warrants to purchase shares of Common Stock for investment
purposes.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
Pursuant to Rule 13d-4, each person filing hereunder
expressly declares that the filing of this statement shall not be
construed as an admission that he or she is the beneficial owner
of any securities covered by this statement other than as
follows:
1. Vincent W. Shiel as Trustee of the Vincent W. Shiel
Revocable Trust is the beneficial owner of 5,723,503
shares of Common Stock (1,473,480 of which represents
shares issuable upon the exercise of warrants of which
752,740 were acquired on May 16, 1966 at any exercise
price of $.18079 per share). Vincent W. Shiel as the
spouse of Helen M. Shiel is the beneficial owner of
1,200,008 shares of Common Stock which are held in the
name of Helen M. Shiel as Trustee of the Helen M. Shiel
Revocable Trust. Therefore, the aggregate amount of
shares of Common Stock beneficially owned by Vincent W.
Shiel is 6,923,511.
2. Helen M. Shiel, as Trustee of the Helen M. Shiel
Revocable Trust is the beneficial owner of 1,200,008
shares of Common Stock (450,000 of which represent
shares issuable upon the exercise of warrants of which
233,333 were acquired on May 16, 1996 at an exercise
price of $.18079 per share). Helen M. Shiel, as the
spouse of Vincent W. Shiel is the beneficial owner of
the 5,723,503 shares of Common Stock which are held in
the name of Vincent W. Shiel as Trustee of the Vincent
W. Shiel Revocable Trust. Therefore, the aggregate
amount of shares of Common Stock beneficially owned by
Helen M. Shiel is 6,923,511.
3. Stuart A. Shiel is the beneficial owner of 1,833,333
shares of Common Stock (200,000 of which represent
shares issuable upon the exercise of warrants of which
100,000 were acquired on May 16, 1996 at an exercise
price of $.18079 per share).
4. Ralph E. Heyman, as Trustee under various trusts held
for the benefit of Vincent W. Shiel and Helen M. Shiel
and their children and grandchildren, is the beneficial
owner of 5,036,853 shares of Common Stock (1,058,520 of
which represent shares issuable upon the exercise of
warrants of which 579,260 were acquired on May 16, 1996
at an exercise price of $.18079 per share). Mr.
Heyman, individually, owns 20,000 shares of Common
Stock.<PAGE>
(b) 1. Sole Power to Vote and Dispose of Common Stock
(i) Vincent W. Shiel, as trustee under the Vincent W.
Shiel Revocable Trust has the sole power to vote
and dispose of 5,723,503 shares of Common Stock.
(ii) Helen M. Shiel, as trustee under the Helen M.
Shiel Revocable Trust has sole power to vote and
dispose of 1,200,008 shares of Common Stock.
(iii) Stuart A. Shiel has the sole power to vote and
dispose of 1,833,333 shares of Common Stock.
(iv) Ralph E. Heyman, as Trustee under various trusts
held for the benefit of Vincent W. Shiel and Helen
M. Shiel and their children and grandchildren, has
sole power to vote and dispose of 5,036,853 shares
of Common Stock.
2. Shared Power to Vote and Dispose of Common Stock
(i) Vincent W. Shiel has the shared power to vote and
dispose of 1,200,008 shares of Common Stock held
by the Helen M. Shiel Revocable Trust.
(ii) Helen M. Shiel has the shared power to vote and
dispose of the 5,723,503 shares of Common Stock
held by the Vincent W. Shiel Revocable Trust.
(c) None
(d) None
(e) Not Applicable
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Not applicable
Item 7. MATERIAL TO BE FILED AS EXHIBITS
None
<PAGE>
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.
VINCENT W. SHIEL
Vincent W. Shiel
Date: June __, 1996
<PAGE>
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.
HELEN M. SHIEL
Helen M. Shiel
Date: June __, 1996
<PAGE>
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.
STUART A. SHIEL
Stuart A. Shiel
Date: June __, 1996
<PAGE>
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.
RALPH E. HEYMAN
Ralph E. Heyman
Date: June __, 1996
