Name of Issuer: Health Risk Management, Inc.
Title of class of Securities: Common Stock
CUSIP Number: 421935107
Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications:
Goldsher & Goldsher
Mark Goldsher
640 North LaSalle #300
Chicago, Illinois 60610
(312) 986-8941
Date of Event which Requires Filing
of this Statement:
August 28, 1998
Name of Reporting Person: Chiplease, Inc.
Source of Funds: WC
Citizenship or Place of Organization: South Dakota USA
Number of Shares: 672,500
Aggregate Amount Beneficially Owned by Each Reporting Person: 672,500
Percent of Class Represented by Amount in Row (11): 14.69%
Item 1 Security and Issuer
The class of securities to which this Statement relates is Common Stock,
(the "Shares") of Health Risk Management, Inc. (the "Company") whose principal
executive offices are located at 8000 West 78th St., Minneapolis, MN 55349.
Item 2 Identity and Background
This statement is being filed by and on behalf of the beneficial owner
listed below (the "Reporting Person"). Information with regard to the
Reporting Person is set forth below.
Name (a) Present (b) Principal
Address Occupation (c)
Chiplease, Inc. Leon Greenblatt, Sec'y Leasing &
Chiplease Inc. Investments
330 South Wells St. #718
Chicago, IL 60606
(d-e) During the last five years the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), nor has he been a party to a civil proceeding of an
administrative body of competent jurisdiction, and as a result thereof,
been or is subject to a judgment, decree or final order enjoining future
violations of federal or state securities laws.
(f) The Reporting Person is incorporated in the State of South Dakota.
Item 3 Source and Amount of Funds or Other Considerations
NA
Item 4 Purpose of Transaction
Neither the Reporting Person nor any officer of the Reporting Person is
a director of the Company but may discuss Management of the Company with its
directors. The Shares owned by the Reporting Person are for investment
purposes. The Reporting Person may in the future purchase or sell
additional shares of the Company subject to market conditions or any
necessary regulatory approval.
A company with substantial common ownership with the Reporting Person has
sent the Company a letter attached as Exhibit A which relates to or would
result in any of the following:
(a) The acquisition of additional shares of up to 100% of
the outstanding Shares of the Company;
(b) An extraordinary corporate transaction, such as an acquisition,
merger, reorganization or liquidation, involving the Company;
(c) A sale or transfer of a material amount of assets of the Company;
(d) A change in the present board of directors or management of
the Company; including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board, although the
Reporting Person has recently sought representation on the Board;
(e) A material change in the present capitalization or
dividend policy of the Company;
(f) Any other material change in the business or corporate
structure of the Company;
(g) Any change in the Articles of Incorporation or By-laws or
other actions which may impede or expedite the acquisition of control of
the Company by any person;
(h) Causing a class of securities of the Company 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) Causing a class of securities of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Act; or
(j) Any action similar to any of those enumerated above.
Item 5 Interest in Securities of the Issuer
(a) The Reporting Person owns 399,100 shares of the Company. The
Secretary of the Reporting Person owns 276,400 shares of the Company. There
are 4,579,269 Shares outstanding. The Reporting Person owns 14.69% of the
outstanding Shares.
(b) The Secretary of the Reporting Person has the power to vote all
Shares of the Company.
(c) During the last 60 days 150,200 shares were purchased in the open
market;
(d) No other person has the right to receive or power to direct the
receipt of dividends from or proceeds from the sale of the Company;
(e) Not applicable.
Item 6 Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
There are no contracts, arrangements, understandings or relationships
between the Reporting Person and other persons with respect to the shares
of the Company.
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: August 28, 1998
Leon Greenblatt, Secretary
Exhibit A
Loop Corporation
330 S. Wells Street, Suite 710
Chicago, Illinois 60606
Phone (312) 341-4041
Fax: (312) 341-9596
August 28, 1998
VIA TELECOPIER
Dr. Gary T. McIlroy
Chief Executive Officer
Health Risk Management, Inc.
8000 West 78th Street
Minneapolis, Minnesota 55439
Re: Offer to Purchase up to all of the outstanding shares of
Health Risk Management, Inc.
Dear Dr. McIlroy:
This letter will confirm my conversation with you today concerning the offer of
Loop Corporation to purchase up to all of the outstanding shares of Health Risk
Management, Inc. ("HRM" or "the Company"). Loop Corporation wishes to offer to
purchase up to all of the outstanding shares of HRM at the price of $19.75 per
share in an all cash friendly offer. In the event that such sale occurs, it is
the intention of Loop Corporation to keep senior management in place to the
extent that such senior management wishes to stay. This offer is subject to
Loop Corporation verifying that the books and records of HRM are complete and
accurate, approval of the board, and also that the poison pill be redeemed.
We believe that there are synergies to the businesses that HRM is currently
operating with our communications and internet related businesses. As such,
we can assist in the implementation of cost saving measures which HRM may
consider implementing. Also, we think that adding factoring the payments to
providers can be a source of significant additional income to the combined
companies, an area in which we have expertise. I look forward to the
consummation of an agreement.
Sincerely,
Leon A. Greenblatt, III
Secretary, Loop Corporation
