UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ______)*
NAIC Growth Fund, Inc.
Common Stock, $0.001 par value
(Title of Class of Securities)
628921108
(CUSIP Number)
Luke E. Sims
777 East Wisconsin Avenue, Suite 3700,
Milwaukee, Wisconsin 53202
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 13, 2000
(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 [__].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 for the 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 o 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).
Exhibit Index is on Page __
<PAGE>
CUSIP No. 628921108
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Luke E. Sims (Social Security No. ###-##-####)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [__]
(b) [__]
Not applicable
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF; BK
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [__]
Not applicable
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
NUMBER OF
93,415
SHARES
8. SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
9. SOLE DISPOSITIVE POWER
EACH
93,415
REPORTING
PERSON
10. SHARED DISPOSITIVE POWER
WITH
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
93,415
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [__]
Not applicable
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
Item 1. Security and Issuer.
Common Stock, $0.001 par value ("Common Stock")
NAIC Growth Fund, Inc. ("Company" or "Issuer")
711 West Thirteen Mile Road
Madison Heights, MI 48071
Item 2. Identity and Background.
This statement is being filed by Luke E. Sims. Certain information
regarding the foregoing persons is set forth below.
(a) - (b) Name and Business Address
Luke E. Sims
c/o Foley & Lardner
777 East Wisconsin Avenue
Suite 3700
Milwaukee, Wisconsin 53202
(c) Principal Occupation and Employment
Corporate lawyer (partner in law firm)
Principal Business/Name, Address and Principal Business of
Employer
Foley & Lardner
777 East Wisconsin Avenue
Suite 3700
Milwaukee, Wisconsin 53202
Law firm
(d) - (e) During the last five years, Mr. Sims has not been
convicted in a criminal proceeding or 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 violation of, or prohibiting or mandating activities subject to federal
or state securities laws or finding any violation with respect to such laws.
(f) Citizenship
United States
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<PAGE>
ITEM 3. Source and Amount of Funds or Other Consideration.
Each purchaser of shares ("Shares") of Common Stock identified in this Schedule
used personal funds. In Mr. Sims' individual situation, a portion of the funds
resulted from borrowings made under one or more personal revolving lines of
credit lines he maintains at Firstar Bank Milwaukee, N.A. No such revolving line
of credit is secured or collateralized by any of the Shares.
Substantially all of the Shares held by Mr. Sims personally and Triad Investment
Company LLC ("Triad") are held in margin accounts with U. S. Clearing Corp.
Triad is an affiliate of Mr. Sims and is described in further detail under Item
5.
ITEM 4. Purpose of Transaction.
All of the purchases identified in this Schedule have been for the purpose of
acquiring shares for investment. Mr. Sims (and/or his affiliates) may purchase
additional shares from time to time depending upon a variety of factors,
including, among others, price, market conditions, availability of funds and
alternative investment opportunities.
While Mr. Sims retains the legal right to sell or otherwise dispose of the
Shares, he has no present plan or intention to do so. Mr. Sims views his
investment in the Shares as a long-term one, and will look at opportunities to
increase his investment in the Company in the future.
Except as provided above, Mr. Sims has no plans or proposals which relate to or
would result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure, including but not limited to, if the issuer is a registered
closed-end investment company, any plans or proposals to make any
changes in its investment policy for which a vote is required by
section 13 of the Investment Company Act of 1940;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national
securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g) (4) of the
Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
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<PAGE>
ITEM 5. Interest in Securities of the Issuer.
(a) - (b) Information concerning the number of Shares and
percentage of class of Common Stock beneficially owned by the reporting person
is set forth below:
<TABLE>
<CAPTION>
Percentage
Sole Shared Of
Voting and Voting and Aggregate Outstanding
Reporting Dispositive Dispositive Beneficial Common
Person Power Power Ownership Stock
<S> <C> <C> <C> <C>
Luke E. Sims 93,415 -0- 93,415 5.4%
</TABLE>
Mr. Sims beneficially owns Shares individually (34,015 Shares), through his
self-directed Keogh plan (14,900 Shares), through custodianships for his
children (12,700 Shares) and through Triad (31,800 Shares).
Triad is a Wisconsin limited liability company established by Mr. Sims
individually and as custodian for his three children as a family investment
vehicle. Mr. Sims is the sole manager of Triad, has complete control over
Triad's investment decisions and is the sole beneficial owner (for SEC purposes)
of the securities, including the Shares, held by Triad.
(c) Set forth below is information with respect to all
transactions in the Common Stock by Mr. Sims during the past sixty (60) days.
All such transactions, which consisted solely of purchases, were effected in
open market transactions on the Chicago Stock Exchange or in the
over-the-counter market.
<TABLE>
<CAPTION>
Date No. of Shares Purchase Price Purchaser
<S> <C> <C> <C>
04/14/00 500 $11.250 Custodianships for children
04/19/00 2,900 11.375 Custodianships for children
04/19/00 100 11.000 Custodianships for children
04/26/00 900 11.500 Custodianships for children
2,500 11.375 Custodianships for children
1,000 11.250 Custodianships for children
600 11.000 Custodianships for children
04/27/00 400 11.250 Custodianships for children
05/09/00 500 11.812 Luke E. Sims
05/10/00 2,600 11.812 Keogh
05/11/00 500 11.812 Custodianships for children
5
<PAGE>
<CAPTION>
Date No. of Shares Purchase Price Purchaser
<S> <C> <C> <C>
05/15/00 900 11.812 Triad
500 11.375 Triad
05/16/00 100 11.750 Triad
05/18/00 1,100 11.812 Keogh
05/22/00 1,900 11.750 Keogh
05/23/00 200 11.500 Keogh
05/24/00 600 11.500 Keogh
05/30/00 1,300 11.750 Keogh
05/31/00 900 11.937 Triad
06/02/00 700 12.250 Triad
06/07/00 700 12.500 Custodianships for children
06/13/00 600 12.250 Custodianships for children
06/15/00 100 12.250 Custodianships for children
06/20/00 400 12.500 Custodianships for children
06/21/00 500 11.500 Triad
4,000 12.000 Triad
1,500 12.375 Triad
</TABLE>
(d) Mr. Sims Keogh plan, the custodianships for the Sims children
and Triad, respectively, have the right to direct the receipt of dividends from,
and the proceeds from the sale of, any Shares held by them, respectively.
(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
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.
Dated this 22nd day of June, 2000.
/s/ Luke E. Sims
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