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:
Robinson Curley & Clayton
C. Phillip Curley
300 South Wacker Dr.
Suite #1700
Chicago, Illinois 60606
(312) 663-3100
Date of Event which Requires Filing of this Statement:
October 27, 2000
Name of Reporting Person: Chiplease, Inc.
Source of Funds: WC
Citizenship or Place of Organization:
South Dakota USA
Number of Shares: 982,948
Aggregate Amount Beneficially Owned by
Each Reporting Person: 982,948
Percent of Class Represented by Amount in Row (11): 21.09%
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
The source of the funds is working capital. The amount
of consideration was approximately $1,100,000.
Item 4 Purpose of Transaction
The Reporting Person, its parent company, Banco
Panamericano, Inc., the Reporting Person's Secretary, Leon A.
Greenblatt III, and his spouse have entered into a Standstill
Agreement with the Company. Pursuant to the Standstill
Agreement, a principal of Loop Corp., a company having
some common ownership with the Reporting Person,
serves as a director of the Company.
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.
The Reporting Person may in addition contribute capital to
the Company in support of the expansion of the Company's
HMO operations.
The Reporting Person has no current plans or proposals
which would relate to or result in any of the following:
(a) The acquisition of additional shares in excess of
25% of the outstanding Shares of the Company as provided in the
Standstill Agreement, although the Standstill Agreement may be
amended to allow for the acquisition of additional shares by the
Reporting Person;
(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;
(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 428,500 shares of the
Company. Leon A. Greenblatt, Secretary of the Reporting
Person, owns 246,598 shares of the Company and his spouse
owns 81,000 shares. The parent company of the Reporting
Person, Banco Panamericano, Inc., owns 147,250 shares of
the Company. A company having some common ownership
with the Reporting Person, Loop Corp., owns 79,600
shares of the Company. There are 4,661,801 Shares
outstanding. The Reporting Person and these related parties
own 21.09% of the outstanding Shares.
(b) Leon A. Greenblatt III has the power to vote his
shares, the Reporting Person's shares and Banco Panamericano,
Inc.'s shares of the Company. Mr. Greenblatt shares the
power to vote Loop Corporation's shares.
(c) During approximately the last 60 days 185,083
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
The Reporting Person, Banco Panamericano,
Inc., Leon A. Greenblatt III and his spouse have entered
into a Standstill Agreement with the Company. The Reporting
Person is a subsidiary of Banco Panamericano, Inc. Loop
Corp. shares some common ownership with the
Reporting Person.
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:
Leon Greenblatt, Secretary
