<PAGE>
PAGE 1 OF 17 PAGES
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
HARMONY HOLDINGS, INC.
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(Name of Issuer)
Common
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(Title of Class of Securities)
413223108
----------------------------------------
(CUSIP Number)
Steven B. Nagler, Esq. 2275 Half Day Road, Suite 320, Bannockburn,
Illinois 60015
------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
August 18, 1997
------------------------------------------------------------
(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: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for 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 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).
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PAGE 2 OF 17 PAGES
SCHEDULE 13D
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CUSIP NO. 413223108
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Glenn Bradley Laken
- ----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) [ ]
(b) [X]
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3. SEC USE ONLY:
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS (SEE INSTRUCTIONS):
PF
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
U.S.A.
- --------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 620,000
OWNED BY --------------------------------------------
EACH 8. SHARED VOTING POWER
REPORTING
PERSON WITH None
--------------------------------------------
9. SOLE DISPOSITIVE POWER
620,000
--------------------------------------------
10. SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
620,000
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
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14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN
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PAGE 3 OF 17 PAGES
SCHEDULE 13D
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CUSIP NO. 413223108
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Steven B. Nagler
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) [ ]
(b) [X]
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3. SEC USE ONLY:
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS (SEE INSTRUCTIONS):
PF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
U.S.A.
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NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 9,974
OWNED BY --------------------------------------------
EACH 8. SHARED VOTING POWER
REPORTING
PERSON WITH None
--------------------------------------------
9. SOLE DISPOSITIVE POWER
9,974
--------------------------------------------
10. SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
9,974
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.15%
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14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN
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PAGE 4 OF 17 PAGES
SCHEDULE 13D
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CUSIP NO. 413223108
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Donald Sliter
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) [ ]
(b) [X]
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3. SEC USE ONLY:
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS (SEE INSTRUCTIONS):
PF
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
U.S.A.
- --------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 192,292
OWNED BY --------------------------------------------
EACH 8. SHARED VOTING POWER
REPORTING
PERSON WITH None
--------------------------------------------
9. SOLE DISPOSITIVE POWER
192,292
--------------------------------------------
10. SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
192,292
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.96%
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14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN
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PAGE 5 OF 17 PAGES
SCHEDULE 13D
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CUSIP NO. 413223108
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Randall Berman
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) [ ]
(b) [X]
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3. SEC USE ONLY:
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4. SOURCE OF FUNDS (SEE INSTRUCTIONS):
PF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION:
U.S.A.
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NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 86,920
OWNED BY --------------------------------------------
EACH 8. SHARED VOTING POWER
REPORTING
PERSON WITH None
--------------------------------------------
9. SOLE DISPOSITIVE POWER
86,920
--------------------------------------------
10. SHARED DISPOSITIVE POWER
None
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
86,920
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.35%
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14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN
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PAGE 6 OF 17 PAGES
SCHEDULE 13D
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CUSIP NO. 413223108
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Lane Laken, M.D.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) [ ]
(b) [X]
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3. SEC USE ONLY:
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS (SEE INSTRUCTIONS):
PF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION:
U.S.A.
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NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 47,500
OWNED BY --------------------------------------------
EACH 8. SHARED VOTING POWER
REPORTING
PERSON WITH None
--------------------------------------------
9. SOLE DISPOSITIVE POWER
47,500
--------------------------------------------
10. SHARED DISPOSITIVE POWER
None
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
47,500
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.74%
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14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN
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PAGE 7 OF 17 PAGES
SCHEDULE 13D
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CUSIP NO. 413223108
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Robert Totten
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) [ ]
(b) [X]
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3. SEC USE ONLY:
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS (SEE INSTRUCTIONS):
PF
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
U.S.A.
- --------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 50,000
OWNED BY --------------------------------------------
EACH 8. SHARED VOTING POWER
REPORTING
PERSON WITH None
--------------------------------------------
9. SOLE DISPOSITIVE POWER
50,000
--------------------------------------------
10. SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
50,000
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.77%
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14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN
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PAGE 8 OF 17 PAGES
CUSIP NO. 413223108
Amendment No. 2 to a Schedule 13D, which was last amended by an
Amendment No. 1 is filed by Glen Bradley Laken, Steven B. Nagler, Donald Sliter,
Randall Berman, Lane Laken and Robert Totten with respect to an event dated
August 18, 1997 relating to Harmony Holdings, Inc. Only those items amended
hereby are included herein.
Items 4-5 inclusive for Glenn Bradley Laken
Item 4. Purpose of Transaction:
The reporting person acquired the common stock and options of
the issuer for investment purposes. The reporting person does
have an intent to acquire additional securities (common stock)
of the issuer.
The reporting person views the recent change of control of the
Board of Directors of the issuer to be problematic and
believes such change is not in the issuer's best interests.
The reporting person is seeking to obtain representation on
and control of the Board of Directors by forming a committee
(the "Committee") consisting of Glenn B. Laken, Donald Sliter
and Steven Nagler in order to solicit consents from the
holders of common stock of the issuer to take the following
action without a stockholder's meeting:
1. Amend Sections 1, 2 and 12 of Article III of
the Bylaws of the issuer to:
(a) set the number of directors that
constitute the Board of Directors of the issuer at
three;
(b) unambiguously provide that
stockholders may remove any or all directors, with or
without cause, whether at an annual or special
meeting or by written consent;
(c) provide that vacancies created on
the Board of Directors by the removal of one or more
directors be filled only by stockholder action; and
(d) repeal any and all By-Law provisions
or amendments thereto adopted after July 22, 1997 and
prior to the effectiveness of the Committee's
proposed actions.
2. Remove all four of the present members of
the Board of Directors and any person or persons elected or
appointed to the Board of Directors prior to the effective
date of these proposed actions and any person or person
designated by any such directors to fill any vacancy or newly
created directorship; and
3. The election of the reporting person, Steven
B. Nagler and Donald Sliter, as directors of the Company, to
serve until their successors are elected and qualified.
The reporting person would also consider selling his shares of
the issuer, depending upon the circumstances and future
developments.
Except as set forth above, the reporting person does not have any plans
or proposals which relate to or would result in any of the following:
(a) The acquisition of additional securities of the issuer, or the
disposition of securities of the issuer;
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PAGE 9 OF 17 PAGES
CUSIP NO. 413223108
(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 material change in the present capitalization or dividend
policy of the issuer;
(e) Any other material change in the issuer's business or
corporate structure;
(f) Changes in the issuer's charter, by-laws, or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the issuer by any person;
(g) A class of securities of the issuer being delisted from a
national securities exchange or ceasing to be authorized to be
quoted in an inter-dealer quotation system of a registered
national securities association;
(h) 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.
Item 5. Interest in Securities of issuer.
(a) The reporting person owns directly and/or
beneficially 420,000 shares of the common stock of
the issuer. In addition, the reporting person owns
options to acquire an additional 200,000 shares of
such stock for $1.50 per share, which options are
currently exercisable. The reporting person may be
deemed to beneficially own the shares owned by the
other persons joining this filing because of the
understanding among them that they will all vote
their shares at the direction of Glenn Laken,
however, such understanding is not in writing and any
party to such understanding may decline to vote his
shares as directed by Glenn Laken. If Glenn Laken is
deemed to beneficially own all of such shares, he
would beneficially own 806,686 shares (excluding the
200,000 options he holds), which to his knowledge is
12.48% of all outstanding shares of issuer (excluding
the 200,000 options he holds; 15.11% of all
outstanding shares of issuer including the shares
underlying such 200,000 options). The reporting
person believes that there are 6,462,429 shares of
common stock of the issuer outstanding.
(b) The reporting person has the sole power to vote or to
direct the vote of 420,000 shares of the common stock
of the issuer (exclusive of the 200,000 options he
holds). Glenn Laken may also be deemed to have the
power to direct the vote of the shares of the other
persons joining this filing, for an additional
386,686 shares of the issuer of which Glenn Laken can
direct the vote, however, any such person may decline
to vote his shares as directed by Glenn Laken. The
reporting person has the sole power to dispose or
direct the disposition of 420,000 shares of said
stock (excluding the 200,000 options he holds).
(c) In the past sixty days, the reporting person has made
the following open market purchase transactions in
the issuer's stock, all effectuated in his personal
account at Spear, Leeds & Kellogg:
<PAGE>
PAGE 10 OF 17 PAGES
CUSIP NO. 413223108
Date # of Shares Price
July 31, 1997 5000 2 5/8
July 30, 1997 5000 2 5/8
July 29, 1997 5000 2 23/32
July 28, 1997 5000 2 23/32
July 23, 1997 5200 2 19/32
5000 2 19/32
July 22, 1997 5000 2 9/16
2000 2 9/16
5000 2 19/32
July 15, 1997 2500 2 5/8
July 14, 1997 1000 2 19/32
July 11, 1997 500 2 1/2
2000 2 1/2
100 2 17/32
July 10, 1997 2500 2 15/32
200 2 15/32
2000 2 15/32
July 7, 1997 200 2 17/32
1000 2 19/32
July 3, 1997 200 2 1/2
July 2, 1997 2000 2 11/32
2500 2 3/8
200 2 7/16
200 2 7/16
June 30, 1997 200 2 5/16
June 27, 1997 500 2 1/4
2000 2 1/4
2000 2 1/4
2000 2 9/32
3000 2 9/32
June 26, 1997 2400 2 5/16
June 25, 1997 3000 2 1/4
2500 2 1/4
June 20, 1997 5000 2 3/16
100 2 1/4
June 17, 1997 2000 2 1/8
500 2 3/16
June 16, 1997 10000 2
June 6, 1997 500 1 29/32
2500 1 15/16
1000 2
(d) N/A
(e) N/A
Item 4 for Steven B. Nagler
Item 4. Purpose of Transaction:
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PAGE 11 OF 17 PAGES
CUSIP NO. 413223108
The reporting person acquired the common stock of the issuer
for investment purposes. The reporting person may acquire
additional securities (common stock) of the issuer.
The reporting person views the recent change of control of the
Board of Directors of the issuer to be problematic and
believes such change is not in the issuer's best interests.
The reporting person is seeking to obtain representation on
the Board of Directors by being part of the Committee in order
to solicit consents from the holders of common stock of the
issuer to take the following action without a stockholder's
meeting:
1. Amend Sections 1, 2 and 12 of Article III of the
Bylaws of the issuer to:
(a) set the number of directors that
constitute the Board of Directors of the issuer at
three;
(b) unambiguously provide that
stockholders may remove any or all directors, with or
without cause, whether at an annual or special
meeting or by written consent;
(c) provide that vacancies created on
the Board of Directors by the removal of one or more
directors be filled only by stockholder action; and
(d) repeal any and all By-Law provisions
or amendments thereto adopted after July 22, 1997 and
prior to the effectiveness of the Committee's
proposed actions.
2. Remove all four of the present members of the
Board of Directors and any person or persons elected or
appointed to the Board of Directors prior to the effective
date of these proposed actions and any person or person
designated by any such directors to fill any vacancy or newly
created directorship; and
3. The election of the reporting person, Glenn
Bradley Laken and Donald Sliter, as directors of the Company,
to serve until their successors are elected and qualified.
The reporting person would also consider selling his shares of
the issuer, depending upon the circumstances and future
developments.
Except as set forth above, the reporting person does not have any plans
or proposals which relate to or would result in any of the following:
(a) The acquisition 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 material change in the present capitalization or dividend
policy of the issuer;
<PAGE>
PAGE 12 OF 17 PAGES
CUSIP NO. 413223108
(e) Any other material change in the issuer's business or
corporate structure;
(f) Changes in the issuer's charter, by-laws, or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the issuer by any person;
(g) A class of securities of the issuer being delisted from a
national securities exchange or ceasing to be authorized to be
quoted in an inter-dealer quotation system of a registered
national securities association;
(h) 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.
Items 4-5 inclusive for Donald Sliter
Item 4. Purpose of Transaction:
The reporting person acquired the common stock of the issuer
for investment purposes. The reporting person may acquire
additional securities (common stock) of the issuer.
The reporting person views the recent change of control of the
Board of Directors of the issuer to be problematic and
believes such change is not in the issuer's best interests.
The reporting person is seeking to obtain representation on
the Board of Directors by being part of the Committee in order
to solicit consents from the holders of common stock of the
issuer to take the following action without a stockholder's
meeting:
1. Amend Sections 1, 2 and 12 of Article III of the
Bylaws of the issuer to:
(a) set the number of directors that
constitute the Board of Directors of the issuer at
three;
(b) unambiguously provide that
stockholders may remove any or all directors, with or
without cause, whether at an annual or special
meeting or by written consent;
(c) provide that vacancies created on
the Board of Directors by the removal of one or more
directors be filled only by stockholder action; and
(d) repeal any and all By-Law provisions
or amendments thereto adopted after July 22, 1997 and
prior to the effectiveness of the Committee's
proposed actions.
2. Remove all four of the present members of
the Board of Directors and any person or persons elected or
appointed to the Board of Directors prior to the effective
date of these proposed actions and any person or person
designated by any such directors to fill any vacancy or newly
created directorship; and
3. The election of the reporting person, Steven
B. Nagler and Glenn Bradley Laken, as directors of the
Company, to serve until their successors are elected and
qualified.
<PAGE>
PAGE 13 OF 17 PAGES
CUSIP NO. 413223108
The reporting person would also consider selling his shares of
the issuer, depending upon the circumstances and future
developments.
Except as set forth above, the reporting person does not have any plans
or proposals which relate to or would result in any of the following:
(a) The acquisition 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 material change in the present capitalization or dividend
policy of the issuer;
(e) Any other material change in the issuer's business or
corporate structure;
(f) Changes in the issuer's charter, by-laws, or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the issuer by any person;
(g) A class of securities of the issuer being delisted from a
national securities exchange or ceasing to be authorized to be
quoted in an inter-dealer quotation system of a registered
national securities association;
(h) 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.
Item 5. Interest in Securities of issuer.
(a) The reporting person owns directly and/or
beneficially 192,292 shares of the common stock of
the issuer. The reporting person believes that there
are 6,462,429 shares of common stock of the issuer
outstanding.
(b) The reporting person has the sole power to vote or to
direct the vote of 192,292 shares of the common stock
of the issuer. The reporting person has the sole
power to dispose or direct the disposition of 192,292
shares of said stock.
(c) In the past sixty days, the reporting person has made
the following open market purchase transaction in the
issuer's stock:
Date Type of # of shares Price
Transaction
August 4, 1997 sale 4760 2 1/2
August 1, 1997 sale 25000 2 17/32
July 29, 1997 purchase 3000 2 11/16
July 25, 1997 purchase 6200 2 23/32
July 23, 1997 purchase 4850 2 5/8
purchase 10000 2 5/8
July 22, 1997 purchase 5180 2 19/32
July 18, 1997 purchase 3000 2 9/16
July 16, 1997 purchase 3820 2 11/16
<PAGE>
PAGE 14 OF 17 PAGES
CUSIP NO. 413223108
purchase 5000 2 23/32
July 15, 1997 purchase 7000 2 21/32
July 14, 1997 purchase 3150 2 9/16
June 23, 1997 sale 712 2 1/8
June 20, 1997 sale 250 1 1/4
June 16, 1997 purchase 712 2 3/32
purchase 5155 2 1/16
June 13, 1997 purchase 20000 2 1/32
(d) N/A
(e) N/A
Item 4 for Randall Berman
Item 4. Purpose of Transaction:
The reporting person acquired the common stock of the issuer
for investment purposes. The reporting person may acquire
additional securities (common stock) of the issuer.
The reporting person views the recent change of control of the
Board of Directors of the issuer to be problematic and
believes such change is not in the issuer's best interests.
The reporting person has agreed to vote his stock of the
issuer with Glenn Bradley Laken. See Glenn Bradley Laken's
response to Item 4 herein.
The reporting person would also consider selling his shares of
the issuer, depending upon the circumstances and future
developments.
Except as set forth above, the reporting person does not have any plans
or proposals which relate to or would result in any of the following:
(a) The acquisition 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 material change in the present capitalization or dividend
policy of the issuer;
(e) Any other material change in the issuer's business or
corporate structure;
(f) Changes in the issuer's charter, by-laws, or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the issuer by any person;
(g) A class of securities of the issuer being delisted from a
national securities exchange or ceasing to be authorized to be
quoted in an inter-dealer quotation system of a registered
national securities association;
<PAGE>
PAGE 15 OF 17 PAGES
CUSIP NO. 413223108
(h) 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.
Item 4 for Lane Laken, M.D.
Item 4. Purpose of Transaction:
The reporting person acquired the common stock of the issuer
for investment purposes. The reporting person may acquire
additional securities (common stock) of the issuer.
The reporting person views the recent change of control of the
Board of Directors of the issuer to be problematic and
believes such change is not in the issuer's best interests.
The reporting person has agreed to vote his stock of the
issuer with Glenn Bradley Laken. See Glenn Bradly Laken's
response to Item 4 herein.
The reporting person would also consider selling his shares of
the issuer, depending upon the circumstances and future
developments.
Except as set forth above, the reporting person does not have any plans
or proposals which relate to or would result in any of the following:
(a) The acquisition 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 material change in the present capitalization or dividend
policy of the issuer;
(e) Any other material change in the issuer's business or
corporate structure;
(f) Changes in the issuer's charter, by-laws, or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the issuer by any person;
(g) A class of securities of the issuer being delisted from a
national securities exchange or ceasing to be authorized to be
quoted in an inter-dealer quotation system of a registered
national securities association;
(h) 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.
<PAGE>
PAGE 16 OF 17 PAGES
CUSIP NO. 413223108
Items 4 for Robert Totten
Item 4. Purpose of Transaction:
The reporting person acquired the common stock of the issuer
for investment purposes. The reporting person may acquire
additional securities (common stock) of the issuer.
The reporting person views the recent change of control of the
Board of Directors of the issuer to be problematic and
believes such change is not in the issuer's best interests.
The reporting person has agreed to vote his stock of the
issuer with Glenn Bradley Laken. See Glenn Bradly Laken's
response to Item 4 herein.
The reporting person would also consider selling his shares of
the issuer, depending upon the circumstances and future
developments.
Except as set forth above, the reporting person does not have any plans
or proposals which relate to or would result in any of the following:
(a) The acquisition 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 material change in the present capitalization or dividend
policy of the issuer;
(e) Any other material change in the issuer's business or
corporate structure;
(f) Changes in the issuer's charter, by-laws, or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the issuer by any person;
(g) A class of securities of the issuer being delisted from a
national securities exchange or ceasing to be authorized to be
quoted in an inter-dealer quotation system of a registered
national securities association;
(h) 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.
<PAGE>
CUSIP NO. 413223108 PAGE 17 OF 17 PAGES
Signature
After reasonable inquiry and to the best of my knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
/s/ Glenn Bradley Laken *
---------------------------------
Glenn Bradley Laken
/s/ Steven B. Nagler *
---------------------------------
Steven B. Nagler
/s/ Donald Sliter *
---------------------------------
Donald Sliter
/s/ Randall Berman *
---------------------------------
Randall Berman
/s/ Lane Laken, M.D. *
---------------------------------
Lane Laken, M.D.
/s/ Robert Totten *
---------------------------------
Robert Totten
* by Glenn B. Laken
