ALPHA PRO TECH LTD
SC 13D/A, 1999-04-08
ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES
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<PAGE>

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 SCHEDULE 13D

                 Under the Securities Exchange Act of 1934


                              Alpho Pro Tech (APTD)
           --------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
           --------------------------------------------------------
                          (Title of Class of Securities)

                                   020772109
           --------------------------------------------------------
                                 (CUSIP Number)

             William R. Lykken - 740 Mettugh Ave - Grafton, ND
                                 (701) 352-2661
           --------------------------------------------------------
           (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                                 March 29, 1999
           --------------------------------------------------------
            (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 that is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 
240.13d-1(g), check the following
box / /.

   NOTE:  Schedules filed in paper format shall include a signed original and 
five copies of the schedule, including all exhibits. See Section 240.13d-7 
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).


   Potential persons who are to respond to the collection of information 
contained in this form are not required to respond unless the form displays a 
currently valid OMB control number.

<PAGE>

CUSIP No. 020772109
          ---------


- -------------------------------------------------------------------------------
 (1) Names of Reporting Persons.  I.R.S. Identification Nos. of above
     persons (entities only).

     William R. Lykkon  ###-##-####
- -------------------------------------------------------------------------------
 (2) Check the Appropriate Box if a Member of a Group (See Instructions)
       (a) Lykken Inc - William R. Lykken owns 100% of Lykken Common Stock

       (b) William R. Lykken (IRA)
- -------------------------------------------------------------------------------
 (3) SEC Use Only

- -------------------------------------------------------------------------------
 (4) Source of Funds (See Instructions)
       PF - WC - BK
- -------------------------------------------------------------------------------
 (5) Check if Disclosure of Legal Proceedings is Required Pursuant to
     Items 2(d) or 2(e)
- -------------------------------------------------------------------------------
 (6) Citizenship or Place of Organization
       U.S.
- -------------------------------------------------------------------------------
  Number of Shares            (7) Sole Voting
 Beneficially Owned                 Power                    1,652,865
 by Each Reporting           --------------------------------------------------
    Person With               (8) Shared Voting
                                    Power                My wife Collen Lykken 
                             --------------------------------------------------
                              (9) Sole Dispositive
                                    Power                    1,652,865
                             --------------------------------------------------
                             (10) Shared Dispositive
                                    Power                        3,000
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
       1,655,865
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
       (See Instructions)
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
       6.8%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
       IN - CO - IRA
- -------------------------------------------------------------------------------


Instructions for Cover Page

(1) NAMES AND I.R.S. IDENTIFICATION NUMBERS OF REPORTING PERSONS--Furnish the 
    full legal name of each person of whom the report is filed-i.e., each 
    person required to sign the schedule itself-including each member of a 
    group. Do not include the name of a person required to be identified in 
    the report but who is not a reporting person. Reporting persons that are 
    entities are also requested to furnish their I.R.S. identification 
    numbers, although disclosure of such numbers is voluntary, not mandatory 
    (see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).

(2) If any of the shares beneficially owned by a reporting person are held as 
    a member of a group and the member is expressly affirmed, please check 
    row 2(a). If the reporting person disclaims membership in a group or 
    designates a relationship with other persons but does not affirm the 
    existence of a group, please check row 2(b) [unless XX a joint filing 
    pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to 
    check row 2(b)].

(3) The 3rd row is for SEC internal use; please leave blank.


                                       2

<PAGE>

    Proposals relating to: (1) the borrowing of the funds to finance 
the acquisition as disclosed in Item 3;(2) the acquisition of issuer control, 
liquidation, sale of assets, merger, or change in business or corporate 
structure or any other matter as disclosed in Item 4; and (3) the transfer or 
voting of the securities, finder's fees, joint ventures, options, puts, 
calls, guarantees of loans, guarantees against loss or of profit, or the 
giving or withholding of any proxy as disclosed in Item 6.


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.

                                       March 31, 1999
                                       ----------------------------------------
                                       Date

                                       William R. Lykken
                                       ----------------------------------------
                                       (Signature)

                                       William R. Lykken
                                       ----------------------------------------
                                       (Name/Title)

    The original statement shall be signed by each person on whose behalf the 
statement is filed or his authorized representative. If the statement is 
signed on behalf of a person by his authorized representative (other than an 
executive officer or general partner of the filing person), evidence of the 
representative's authority to sign on behalf of such person shall be filed 
with the statement: provided, however, that a power of attorney for this 
purpose which is already on file with the Commission may be incorporated by 
reference. The name and any title of each person who signs the statement 
shall be typed or printed beneath his signature.


Attention: Intentional misstatements or omissions of fact constitute Federal 
criminal violations (See 18 U.S.C. 1001)


                        * Purpose of Transaction --

                        ---------------------------

                          For Investment Purposes
     


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