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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No.1)1
HA-LO INDUSTRIES, INC.
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
404429 10 2
(CUSIP Number)
Montgomery Ward & Co., Incorporated
Montgomery Ward Plaza
Chicago, Illinois 60671
ATTN: John L. Workman
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 7, 1997
(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.
(Continued on following pages)
1 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). <PAGE>
<PAGE>
1. Name of Reporting Person:
Montgomery Ward & Co., Incorporated
2. Check the Appropriate Box if a Member of a Group:
(a)
(b) X
3. SEC Use Only
4. Source of Funds: WC
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):
6. Citizenship or Place of Organization: Illinois
Number of 7. Sole Voting Power: 918,352
Shares
Beneficially 8. Shared Voting Power: 0
Owned By
Each 9. Sole Dispositive Power: 918,352
Reporting
Person 10. Shared Dispositive Power: 0
With
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 918,352
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
13. Percent of Class Represented by Amount in Row (11): 4.6%
14. Type of Reporting Person: CO<PAGE>
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1. Name of Reporting Person:
Montgomery Ward Holding Corp.
2. Check the Appropriate Box if a Member of a Group:
(a)
(b) X
3. SEC Use Only
4. Source of Funds: WC
5. Check box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(e) or 2(f):
6. Citizenship or Place of Organization: Delaware
Number of 7. Sole Voting Power: 0
Shares
Beneficially 8. Shared Voting Power: 918,352(1)
Owned By
Each 9. Sole Dispositive Power: 0
Reporting
Person 10. Shared Dispositive Power: 918,352(1)
With
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 918,352(1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
13. Percent of Class Represented by Amount in Row (11): 4.6%
14. Type of Reporting Person: CO
(1) Solely in its capacity as the sole stockholder of Montgomery
Ward & Co., Incorporated, an Illinois corporation.<PAGE>
<PAGE>
This Statement constitutes Amendment No. 1 to the Statement
on Schedule 13D (the "Schedule 13D") filed with the Securities and
Exchange Commission with respect to an event occurring on December
29, 1995 by Montgomery Ward & Co., Incorporated, an Illinois
corporation, and Montgomery Ward Holding Corp., a Delaware
corporation (the "Reporting Persons") in connection with the
beneficial ownership of shares of common stock, without par value, of
HA-LO Industries, Inc., an Illinois corporation (the "Company").
Terms used herein and not defined herein shall have the meanings
ascribed thereto in the Schedule 13D.
Item 5. Interests in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety as
follows:
Based on information provided by the Company to MW, as of
January 7, 1997, 19,622,841 Shares were outstanding. All share
numbers in this Amendment No. 1 reflect a 3 for 2 stock split on
Shares held of record as of June 3, 1996 and a 25% stock dividend on
Shares held of record as of December 11, 1996. Pursuant to Rule
13d-3(d)(1)(i) under the Act, for purposes of determining the
percentage of beneficial ownership, reportable securities which a
Reporting Person has the right to acquire upon a conversion of
securities within 60 days are deemed to be reportable securities
beneficially owned with respect to that person and reportable
securities issued and outstanding with respect to the issuer.
Accordingly, each of the 324,081 Shares which MW presently has the
right to acquire pursuant to the Warrant and the 108,028 Shares which
MW will obtain the right to acquire on January 11, 1997 pursuant to
the Warrant are considered issued and outstanding for purposes of
determining the percentages of beneficial ownership reported herein.
Therefore, for purposes of this Schedule 13D, the number of Shares
issued and outstanding is assumed to be 20,054,950.
(a) Including such 432,109 Shares, MW beneficially owns
918,352 Shares, which constitutes approximately 4.6% of the Shares
outstanding as of the date of the distribution of such Shares.
Holding, through its relationship with MW, may be deemed to
beneficially own all of the Shares beneficially owned by MW.
(b) MW has the sole power to vote or direct the vote of
and the sole power to dispose or direct the disposition of all of the
918,352 Shares (which includes the 432,109 Shares which MW has the
right to purchase pursuant to the Warrant or will receive such right
within 60 days) reported herein. Holding, as the sole holder of
common stock of MW, may be deemed to share voting and dispositive
power with respect to all of such Shares.
(c) Except as set forth above, the Reporting Persons do
not beneficially own any Shares and, except as set forth herein, have
effected no transactions in Shares during the preceding 60 days.<PAGE>
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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.
Dated: January 9, 1997
MONTGOMERY WARD & CO., INCORPORATED
By: /s/ JOHN L. WORKMAN
John L. Workman, Executive
Vice President and Chief
Financial Officer
MONTGOMERY WARD HOLDING CORP.
By: /s/ JOHN L. WORKMAN
John L. Workman, Executive
Vice President and Chief
Financial Officer<PAGE>
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EXHIBIT A
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General
Rules and Regulations of the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as amended, the undersigned
agree that the statement to which this Exhibit is attached is filed
on behalf of each of them in the capacities set forth herein below.
Dated: January 9, 1997
MONTGOMERY WARD & CO., INCORPORATED
By: /s/ JOHN L. WORKMAN
John L. Workman, Executive Vice
President and Chief Financial
Officer
MONTGOMERY WARD HOLDING CORP.
By: /s/ JOHN L. WORKMAN
John L. Workman, Executive
Vice President and Chief
Financial Officer<PAGE>
