Unite States
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Name of Issuer: Hi-Lo Automotive, Inc.
Title of Class of Securities: Common Stock, $0.01 Par Value
CUSIP Number: 42839D-10-0
Filer: Kwang-chou Hwang, 2432 Keyhole Dr., Irving, TX 75062
Tel: (972) 570-7718
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CUSIP No: 42839D-10-0 Page 1 of 4 Pages
1. Name of Reporting Person: Hwang Family Ltd. Partnership
IRS ID No: 75-2590147
2.Check the appropriate box if a Member of a Group (a) x
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS:
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) or 2(e)
NEGATIVE
6. PLACE OF ORGANIZATION
IRVING, TX, USA
7. SOLE VOTING POWER
1,051,950 SHARES
8. SHARED VOTING POWER
0 SHARES
9. SOLE DISPOSITIVE POWER
1,051,950 SHARES
10. SHARED DISPOSITIVE POWER
0 SHARES
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,051,950 SHARES
12. CHECK BOX IF AMOUNT IN (11) EXCLUDES CERTAIN SHARES
NEGATIVE
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8 %
14. TYPE OF REPORTING PERSON
PN
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SCHEDULE 13D
CUSIP NO: 42839D-10-0 Page 2 of 4 Pages
1. NAME OF REPORTING PERSON
LARRY D. SMITH, SS NO: ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
NEGATIVE
6. CITIZENSHIP
USA
7. SOLE VOTING POWER
331,600 SHARES
8. SHARED VOTING POWER
0 SHARES
9. SOLE DISPOSITIVE POWER
331,600 SHARES
10 SHARED DISPOSITIVE POWER
0 SHARES
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
331,600 SHARES
12. CHECK IF THE AGGREGATE AMOUNT IN (11) EXCLUDES CERTAIN SHARES
NEGATIVE
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1 %
14. TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
CUSIP NO: 42839D-10-0 Page 3 of 4 Pages
1. NAME OF REPORTING PERSON
FRED J. HWANG; S.S.NO: ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)X
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGSIS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
NEGATIVE
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7. SOLE VOTING POWER
48,800 SHARES
8. SHARED VOTING POWER
0 SHARES
9. SOLE DISPOSITIVE POWER
48,800 SHARES
10 SHARED DISPOSITIVE POWER
0 SHARES
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,800 SHARES
12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
NEGATIVE
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.45 %
14. TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
CUSIP NO:42839D-10-0 Page 4 of 4 Pages
1. NAME OF REPORTING PERSON
MACHAEL A. WARD; S.S.NO: ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)X
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
NEGATIVE
6. CITIZENSHIP
USA
7. SOLE VOTING POWER
5,000 SHARES
8. SHARED VOTINGPOWER
0 SHARES
9. SOLE DISPOSITIVE POWER
5,000 SHARES
10 SHARED DISPOSITIVE POWER
0 SHARES
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000 SHARES
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES.
NEGATIVE
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.046%
14. TYPE OF REPORTING PERSON
IN
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Item 1. Security and Issuer
Security: Common Stock, $0.01 Par Value
Issuer: HI-LO Automotive, Inc.
2575 West Bellfort
Houston, TX 77054
Item 2. Identity and Background
I. (a) Hwang Limited Partnership, Partners, Kwang-chou
Hwang and Ming-Ing H. Hwang
(b) 2432 Keyhole Dr.
Irving, TX 75062
(c) Retirees.
(d) No criminal conviction.
(e) No civil conviction in securities law violations.
(f) Citizens of USA.
II. (a) Larry D. Smith
(b) 8207 Mason Rd.
Manvel, TX 77578
(c) Retiree
(d) No criminal conviction.
(e) No civil conviction in securities law violations.
(f) Citizen of USA.
III. (a) Fred J. Hwang
(b) 8017 Glenview
Hurst, TX
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(c) Partner of North Hills Anesthesiology Associates,
8017 Glenview, Hurst, TX
(d) No criminal conviction.
(e) No civil conviction in securities law violations.
(f) Citizen of USA.
IV. (a) Michael A. Ward
(b) 1160 Dairy Ashford, Fifth Floor, Houston,TX 77079
(c) Partner of Coastal Securities, 1160 Dairy Ashford,
Fifth Floor, Houston, TX 77079
(d) No criminal conviction.
(e) No civil conviction in securities law violations.
(f) Citizen of USA.
Item 3. Source and Amount of Funds or Other Considerations
Funds used in purchases of subject security were supplied by
the working capital of all these participants without resorting
to any other assistance.
Item 4. Purpose of Transaction
The reporting persons believe that the common stock of HI-LO
Automotive is grossly underpriced as a result of mismanagement,
and the purchases were made with the belief that shareholder
values can be enhanced by replacing the present board of
directors with the three candidates nominated by this group,
namely, Michael A. Ward, Fred J. Hwang, and Kwang-chou Hwang. The
group intends to solicit proxies from shareholders for the
upcoming annual meeting for electing directors. If the effort is
successful, the group should be able to control the board and
will look for a buyer of the company, and concurrently will
implement various measures to improve the operations of Hi-LO
Automotive.
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Item 5. Interest in Securities of the Issuer.
I. Hwang Family Ltd Partnership
(a) The aggregate number is 1,050,950 shares, representing
9.8 % of total outstanding.
(b) The reporting person has 100 % right to vote and receive
dividends.
(c) None has been purchased since the last filing.
II. Larry D. Smith
(a) The aggregate number is 331,600 shares, representing 3.1
% of total outstanding.
(b) Dr. Smith has 100 % right to vote and receive dividends.
(c) All 331,600 shares were purchased in December 1996.
III. Fred J. Hwang
(a) The aggregate number is 48,800 shares, representing 0.45 %
of total outstanding.
(b) Dr. Hwang has 100 % right to vote and receive dividends.
(c) He bought 1000 shares on June 7, 1995, 18,800 shares in
August 1996, 12000 share in September 1996, 8000 shares
in November,1996, 3000 shares on December 11, 1996, and
6000 shares on March 17, 1997.
IV. Michael A. Ward
(a) The aggregate number is 5000 shares, representing 0.046 %
of total outstanding.
(b) Mr. Ward has 100 % right to vote and receive dividends.
(c) Mr Ward purchased 1000 shares on Feb 4, 1997, and 4000
shares on Feb 6, 1997.
For the group as a whole, the aggregate number is 1,436,350
shares, representing 13.4 % of total number of shares
outstanding.
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Item 6. Contracts Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Participants have agreed to vote all their shares for
election of the three nominees listed under Item 4 above, and
reject all nominees recommended by the present board.
Participants are also in concurrence on the intentions expressed
under Item 4 above.
Item 7. Material to Be Filed as Exhibits.
None.
We certify that the information set forth in this statement
is true, complete and correct.
April 1, 1997
/s/ Kwang-chou Hwang Kwang-chou Hwang
___________________________________________
/s/ Ming-Ing H. Hwang Ming-Ing H. Hwang
____________________________________________
/s/ Larry D. Smith Larry D. Smith
____________________________________________
/s/ Fred J. Hwang Fred J. Hwang
_____________________________________________
/s/ Michael A. Ward Michael A. Ward
_____________________________________________
