INSIGNIA SYSTEMS INC/MN
SC 13G, 1999-11-17
PROFESSIONAL & COMMERCIAL EQUIPMENT & SUPPLIES
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                  SCHEDULE 13G
                                 (Rule 13d-102)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
           TO RULES 13D-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED
                            PURSUANT TO RULE 13D-2(b)



                             INSIGNIA SYSTEMS, INC.
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                     COMMON STOCK, PAR VALUE $.01 PER SHARE
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    45765Y105
             ------------------------------------------------------
                                 (CUSIP Number)

                                     5/24/99
             ------------------------------------------------------
                  (Date of Event which Requires Filing of this
                                   Statement)

 Check the appropriate box to designate the rule pursuant to which this Schedule
                                    is filed:
                                / / Rule 13d-1(b)
                                /X/ Rule 13d-1(c)
                                / / Rule 13d-1(d)


*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>   2
CUSIP NO.  45765Y105                     13G                   PAGE 2 OF 4 PAGES



       1.  NAME OF REPORTING PERSONS
           I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

               Lloyd I. Miller, III          ###-##-####

       2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*            (a)  / /
                                                                        (b)  / /

       3.  SEC USE ONLY

       4.  CITIZENSHIP OR PLACE OF ORGANIZATION

               United States

                                 5. SOLE VOTING POWER
            NUMBER OF
             SHARES                 336,000
          BENEFICIALLY
            OWNED BY             6. SHARED VOTING POWER
              EACH
            REPORTING               179,510
             PERSON
              WITH               7. SOLE DISPOSITIVE POWER

                                    336,000

                                 8. SHARED DISPOSITIVE POWER

                                    179,510

       9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          515,510

      10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
                                                                             / /

      11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

          5.51%

      12. TYPE OF REPORTING PERSON*

          IN-00**


                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

                                  **SEE ITEM 4.
<PAGE>   3
                                                                     Page 3 of 4


<TABLE>
<S>                                                                               <C>
Item 1(a).    Name of Issuer:                                                     Insignia Systems, Inc.

Item 1(b).    Address of Issuers's Principal Executive Offices:                   5025 Cheshire Lane North
                                                                                  Plymouth, Minnesota 55446

Item 2(a).    Name of Person Filing:                                              Lloyd I. Miller, III

Item 2(b).        Address of Principal Business Office or, if None, Residence:    4550 Gordon Drive
                                                                                  Naples, Florida 34102

Item 2(c).    Citizenship:                                                        U.S.A.

Item 2(d).    Title of Class of Securities:                                       Common Stock

Item 2(e).    CUSIP Number:                                                       45765Y105
</TABLE>

Item 3.       IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b) OR 13d-2(b)
              or (c), CHECK WHETHER THE PERSON FILING IS A: Not Applicable, this
              statement is filed pursuant to 13d-1(c)

Item 4.       OWNERSHIP: Miller shares dispositive and voting power on 179,510
              shares of the reported securities as an advisor to the trustee of
              certain family trusts. Miller has sole dispositive and voting
              power on 336,000 of the reported securities (i) as the manager of
              a limited liability company that is the general partner of certain
              limited partnerships, and (ii) as trustee for certain trusts.

              (a)   515,510

              (b)   179,510

              (c)   (i) sole voting power:                     336,000

                    (ii) shared voting power:                  179,510

                    (iii) sole dispositive power:              336,000

                    (iv) shared dispositive power:             179,510

Item 5.       OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:    Not Applicable

Item 6.       OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
              Persons other than Lloyd I. Miller III have the right to receive
              dividends from, or the proceeds from the sale of, the reported
              securities. None of these persons has the right to direct such
              dividends or proceeds.
<PAGE>   4
                                                                     Page 4 of 4


Item 7.       IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
              THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:

              Not Applicable

Item 8.       IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

              Not Applicable

Item 9.       NOTICE OF DISSOLUTION OF GROUP:

              Not Applicable

Item 10.      CERTIFICATION:
              By signing below I certify that, to the best of my knowledge and
              belief, the securities referred to above were not acquired and are
              not held for the purpose of or with the effect of changing or
              influencing the control of the issuer of the securities and were
              not acquired and are not held in connection with or as a
              participant in any transaction having that purposes or effect.


                                    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: 11/16/99
                                             /s/ Lloyd I. Miller, III
                                             ------------------------
                                             Lloyd I. Miller, III


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