<PAGE>
PAGE 1 OF 22 PAGES
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
HARMONY HOLDINGS, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common
- --------------------------------------------------------------------------------
(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 6, 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 22 PAGES
SCHEDULE 13D
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CUSIP NO. 413223108
- --------------------------------------------------------------------------------
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]
- --------------------------------------------------------------------------------
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 600,000
OWNED BY --------------------------------------------
EACH 8. SHARED VOTING POWER
REPORTING
PERSON WITH None
--------------------------------------------
9. SOLE DISPOSITIVE POWER
600,000
--------------------------------------------
10. SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
600,000
- --------------------------------------------------------------------------------
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)
9.0%
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14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN
- --------------------------------------------------------------------------------
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PAGE 3 OF 22 PAGES
SCHEDULE 13D
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CUSIP NO. 413223108
- --------------------------------------------------------------------------------
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]
- --------------------------------------------------------------------------------
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 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 22 PAGES
SCHEDULE 13D
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CUSIP NO. 413223108
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Donald Sliter
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
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)
2.98%
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14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN
- --------------------------------------------------------------------------------
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PAGE 5 OF 22 PAGES
SCHEDULE 13D
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CUSIP NO. 413223108
- --------------------------------------------------------------------------------
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:
- --------------------------------------------------------------------------------
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 86,920
OWNED BY --------------------------------------------
EACH 8. SHARED VOTING POWER
REPORTING
PERSON WITH None
--------------------------------------------
9. SOLE DISPOSITIVE POWER
86,920
--------------------------------------------
10. SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
86,920
- --------------------------------------------------------------------------------
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)
1.35%
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14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN
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PAGE 6 OF 22 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
- --------------------------------------------------------------------------------
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 47,500
OWNED BY --------------------------------------------
EACH 8. SHARED VOTING POWER
REPORTING
PERSON WITH None
--------------------------------------------
9. SOLE DISPOSITIVE POWER
47,500
--------------------------------------------
10. SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
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>
PAGE 7 OF 22 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
- --------------------------------------------------------------------------------
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)
.77%
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14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN
- --------------------------------------------------------------------------------
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<PAGE>
PAGE 8 OF 22 PAGES
CUSIP NO. 413223108
SCHEDULE 13-D
HARMONY HOLDINGS, INC.
Item 1. Security and issuer:
Harmony Holdings, Inc.
1990 Westwood Blvd.
Suite 310
Los Angeles, California 90025-4676
Common Stock of Harmony Holdings, Inc.
Item 2. Identity and Background:
(a) Glenn Bradley Laken
(b) 30 S. Wacker Drive
Suite 1606
Chicago, Illinois 60606
(c) Self Employed Commodity Trader
(d) The reporting person has not been involved in any
criminal proceedings.
(e) The reporting person has never been a party to any
civil judicial or administrative proceeding in which
there has been any finding of any violation of any
federal or state securities laws.
(f) U.S.A.
Item 3. Source and Amount of Funds or Other Considerations:
All acquisitions of the common stock of the issuer were
acquired by the reporting person using his personal funds. The
options to acquire the common stock were granted to the
reporting person for providing consulting services to the
issuer.
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 may seek to obtain representation on or
control the Board of Directors of the issuer, which would
result in a change in some or all of the current members of
the Board of Directors of the issuer.
The reporting person would also consider selling his shares of
the issuer, depending upon the circumstances and future
developments.
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PAGE 9 OF 22 PAGES
CUSIP NO. 413223108
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 400,000 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 786,686 shares (excluding the
200,000 options he holds), which to his knowledge is
12.17% of all outstanding shares of issuer (excluding
the 200,000 options he holds; 14.81% 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 400,000 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
<PAGE>
PAGE 10 OF 22 PAGES
CUSIP NO. 413223108
or direct the disposition of 400,000 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:
Date # of Shares Price
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 13/32
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 20, 1997 2000 2 11/32
2500 2 3/8
200 2 7/16
200 2 7/16
July 3, 1997 200 2 1/2
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 13/16
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
<PAGE>
CUSIP NO. 413223108 PAGE 11 OF 22 PAGES
Item 6. Contracts, Arrangements, Individuals or Relationship with
Respect to Securities of the issuer:
The reporting person and the other persons joining this filing
of Schedule 13D have all agreed to vote their stock of the
issuer as directed by Glenn Laken, the reporting person, with
respect to any and all matters.
Item 7. Material to be Filed as Exhibits.
A joint filing statement is filed as an Exhibit to this
Schedule 13D.
Items 2 - 6 inclusive for Steven B. Nagler
Item 2. Identity and Background:
(a) Steven B. Nagler
(b) 2275 Half Day Road
Suite 320
Bannockburn, Illinois 60015
(c) Attorney
(d) The reporting person has not been involved in any
criminal proceedings.
(e) The reporting person has never been a party to any
civil judicial or administrative proceeding in which
there has been any finding of any violation of any
federal or state securities laws.
(f) U.S.A.
Item 3. Source and Amount of Funds or Other Considerations:
All acquisitions of the common stock of the issuer were
acquired by the reporting person using his personal funds.
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 depending
on market conditions and the economic performance 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 may seek to obtain representation on or
control the Board of Directors of the issuer, which would
result in a change in some or all of the current members of
the Board of Directors of the issuer.
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:
<PAGE>
CUSIP NO. 413223108 PAGE 12 OF 22 PAGES
(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 9,974 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 9,974 shares of the common stock
of the issuer. The reporting person has the sole
power to dispose or direct the disposition of 9,974
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, effectuated in his personal account
at a retail brokerage firm:
Date # of Shares Price
June 19, 1997 5000 2 1/32
(d) N/A
(e) N/A
Item 6. Contracts, Arrangements, Individuals or Relationship with
Respect to Securities of the issuer:
The reporting person and the other persons joining this filing
of Schedule 13D have all agreed to vote their stock of the
issuer as directed by Glenn Laken with respect to any and all
matters.
Item 7. Material to be Filed as Exhibits.
A joint filing statement is filed as an Exhibit to this
Schedule 13D.
<PAGE>
CUSIP NO. 413223108 PAGE 13 OF 22 PAGES
Items 2 - 6 inclusive for Donald Sliter
Item 2. Identity and Background:
(a) Donald Sliter
(b) c/o Glenn Bradley Laken
30 S. Wacker Drive
Suite 1606
Chicago, Illinois 60606
(c) Commodity Trader with D & G Futures, Inc.
Member of Mercantile Exchange
(d) The reporting person has not been involved in any
criminal proceedings.
(e) The reporting person has never been a party to any
civil judicial or administrative proceeding in which
there has been any finding of any violation of any
federal or state securities laws.
(f) U.S.A.
Item 3. Source and Amount of Funds or Other Considerations:
All acquisitions of the common stock of the issuer were
acquired by the reporting person using his personal funds.
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 depending
upon market conditions and the economic performance 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 may seek to obtain representation on or
control the Board of Directors of the issuer, which would
result in a change in some or all of the current members of
the Board of Directors of the issuer.
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;
<PAGE>
CUSIP NO. 413223108 PAGE 14 OF 22 PAGES
(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) On June 20, 1997 the reporting person in a private
transaction transferred 5000 shares of stock to a
family member. In the past sixty days, the reporting
person has also made the following open market
transactions in the issuer's stock, all effectuated
in his personal account at a retail brokerage firm:
Type of
Date Transaction # of Shares Price
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
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 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 6. Contracts, Arrangements, Individuals or Relationship with
Respect to Securities of the issuer:
The reporting person and the other persons joining this filing
of Schedule 13D have all agreed to vote their stock of the
issuer as directed by Glenn Laken with respect to any and all
matters.
Item 7. Material to be Filed as Exhibits.
A joint filing statement is filed as an Exhibit to this
Schedule 13D.
<PAGE>
CUSIP NO. 413223108 PAGE 15 OF 22 PAGES
Items 2 - 6 inclusive for Randall Berman
Item 2. Identity and Background:
(a) Randall Berman
(b) c/o Glenn Bradley Laken
30 S. Wacker Drive
Suite 1606
Chicago, Illinois 60606
(c) Self Employed Commodity Trader
Member of Mercantile Exchange
(d) The reporting person has not been involved in any
criminal proceedings.
(e) The reporting person has never been a party to any
civil judicial or administrative proceeding in which
there has been any finding of any violation of any
federal or state securities laws.
(f) U.S.A.
Item 3. Source and Amount of Funds or Other Considerations:
All acquisitions of the common stock of the issuer were
acquired by the reporting person using his personal funds.
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 depending
upon market conditions and the economic performance 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 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;
<PAGE>
CUSIP NO. 413223108 PAGE 16 OF 22 PAGES
(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 86,920 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 86,920 shares of the common stock
of the issuer. The reporting person has the sole
power to dispose or direct the disposition of 86,920
shares of said stock.
(c) In the past sixty days, the reporting person has made
the following open market purchase transactions in
the issuer's stock, effectuated in his personal
account at a retail brokerage firm:
Date # of Shares Price
July 23, 1997 5000 2 5/8
July 11, 1997 10000 2 17/32
June 17, 1997 4850 2 1/16
(d) N/A
(e) N/A
Item 6. Contracts, Arrangements, Individuals or Relationship with
Respect to Securities of the issuer:
The reporting person and the other persons joining this filing
of Schedule 13D have all agreed to vote their stock of the
issuer as directed by Glenn Laken with respect to any and all
matters.
Item 7. Material to be Filed as Exhibits.
A joint filing statement is filed as an Exhibit to this
Schedule 13D.
<PAGE>
CUSIP NO. 413223108 PAGE 17 OF 22 PAGES
Items 2 - 6 inclusive for Lane Laken, M.D.
Item 2. Identity and Background:
(a) Lane Laken, M.D.
(b) c/o Glenn Bradley Laken
30 S. Wacker Drive
Suite 1606
Chicago, Illinois 60606
(c) Orthopedic Surgeon
(d) The reporting person has not been involved in any
criminal proceedings.
(e) The reporting person has never been a party to any
civil judicial or administrative proceeding in which
there has been any finding of any violation of any
federal or state securities laws.
(f) U.S.A.
Item 3. Source and Amount of Funds or Other Considerations:
All acquisitions of the common stock of the issuer were
acquired by the reporting person using his personal funds.
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 depending
upon market conditions and the economic performance 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 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;
<PAGE>
CUSIP NO. 413223108 PAGE 18 OF 22 PAGES
(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 47,500 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 47,500 shares of the common stock
of the issuer. The reporting person has the sole
power to dispose or direct the disposition of 47,500
shares of said stock.
(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 personnal
account at a retail brokerage firm:
Date # of Shares Price
June 17, 1997 2000 2 1/8
June 6, 1997 2500 1 15/16
(d) N/A
(e) N/A
Item 6. Contracts, Arrangements, Individuals or Relationship with
Respect to Securities of the issuer:
The reporting person and the other persons joining this filing
of Schedule 13D have all agreed to vote their stock of the
issuer as directed by Glenn Laken with respect to any and all
matters.
Item 7. Material to be Filed as Exhibits.
A joint filing statement is filed as an Exhibit to this
Schedule 13D.
<PAGE>
CUSIP NO. 413223108 PAGE 19 OF 22 PAGES
Items 2 - 6 inclusive for Robert Totten
Item 2. Identity and Background:
(a) Robert Totten
(b) c/o Glenn Bradley Laken
30 S. Wacker Drive
Suite 1606
Chicago, Illinois 60606
(c) Private Investor
(d) The reporting person has not been involved in any
criminal proceedings.
(e) The reporting person has never been a party to any
civil judicial or administrative proceeding in which
there has been any finding of any violation of any
federal or state securities laws.
(f) U.S.A.
Item 3. Source and Amount of Funds or Other Considerations:
All acquisitions of the common stock of the issuer were
acquired by the reporting person using his personal funds.
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 depending
upon market conditions and the economic performance 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 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;
<PAGE>
CUSIP NO. 413223108 PAGE 20 OF 21 PAGES
(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 50,000 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 50,000 shares of the common stock
of the issuer. The reporting person has the sole
power to dispose or direct the disposition of 50,000
shares of said stock.
(c) In the past sixty days, the reporting person has made
no transactions in the issuer's stock.
(d) N/A
(e) N/A
Item 6. Contracts, Arrangements, Individuals or Relationship with
Respect to Securities of the issuer:
The reporting person and the other persons joining this filing
of Schedule 13D have all agreed to vote their stock of the
issuer as directed by Glenn Laken, the reporting person, with
respect to any and all matters.
Item 7. Material to be Filed as Exhibits.
A joint filing statement is filed as an Exhibit to this
Schedule 13D.
<PAGE>
CUSIP NO. 413223108 PAGE 21 OF 22 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
<PAGE>
CUSIP NO. 413223108 PAGE 22 OF 22 PAGES
EXHIBIT TO SCHEDULE 13
Dated August 6, 1997
of Glenn Laken,
Steven Nagler,
Donald Sliter,
Randall Berman,
Lane Laken, M.D., and
Robert Totten
----------------------------------------
JOINT FILING AGREEMENT
----------------------------------------
Glenn Laken ("Glenn"), Steven B. Nagler ("Nagler"), Donald Sliter ("Sliter"),
Randall Berman ("Berman"), Lane Laken, M.D. ("Laken"), and Robert Totten
("Totten") hereby agree that the Schedule 13D to which this statement is
attached is filed on behalf of Glenn, Nagler, Sliter, Berman, Laken, and Totten
and that any amendments to such Schedule 13D may be filed on behalf of all and
each of them by Glenn.
/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
