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FILED PURSUANT TO RULE 424(B)(2)
REGISTRATION NO. 333-19301
PROSPECTUS
872,916 SHARES
HA-LO INDUSTRIES, INC.
COMMON STOCK
(NO PAR VALUE PER SHARE)
This Prospectus relates to 872,916 shares (the "Shares") of common stock, no
par value per share (the "Common Stock"), of HA-LO Industries, Inc. (the
"Company"). The Shares will be offered for sale from time to time by one or more
of the shareholders described herein (the "Selling Shareholders") in
transactions (which may include block transactions) on the Nasdaq National
Market or in the over-the-counter market, in negotiated transactions or
otherwise at fixed prices, which may be changed, at market prices prevailing at
the time of sale or at negotiated prices, or by any other legally available
means. The Selling Shareholders may offer the Shares to purchasers directly or
by or through brokers, dealers, agents or underwriters who may receive
compensation in the form of discounts, concessions or commissions or otherwise.
The Selling Shareholders and any brokers, dealers, agents or underwriters that
participate in the distribution of the Shares may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, as amended (the "Act"), in
which event any discounts, concessions and commissions received by any such
brokers, dealers, agents or underwriters and any profit on resale of the Shares
purchased by them may be deemed to be underwriting commissions or discounts
under the Act. The aggregate net proceeds to the Selling Shareholders from the
sale of the Shares will be the purchase price of such Shares less any
commissions. See "Plan of Distribution." The Company will not receive any of the
proceeds from the sale of the Shares by the Selling Shareholders. The expenses
incurred in registering the Shares, including legal and accounting fees, will be
paid by the Company.
211,526 shares of Common Stock offered hereby were acquired by certain of
the Selling Shareholders from the Company in connection with the Company's
acquisition in 1995 and 1996 of three unrelated advertising specialty businesses
and are "restricted securities" under the Act prior to their sale hereunder.
This Prospectus has been prepared, in part, for the purpose of registering such
shares of Common Stock under the Act to allow for future sales by such Selling
Shareholders to the public without restriction. 642,500 shares of Common Stock
offered hereby were acquired by certain of the Selling Shareholders from the
Company in connection with the Company's acquisition in 1996 of providers of
outsourced telephone-based sales and marketing services. The shares of Common
Stock issued pursuant to such acquisition were previously registered by the
Company under the Act pursuant to an effective Registration Statement on Form
S-4. This Prospectus has been prepared, in part, for the purpose of registering
for resale the shares of Common Stock issued to such Selling Shareholders. The
remaining 18,890 shares of Common Stock offered hereby were acquired by certain
of the Selling Shareholders pursuant to private transactions with the Company
and are "restricted securities" under the Act prior to their sale hereunder.
This Prospectus has been prepared, in part, for the purpose of registering such
shares of Common Stock under the Act to allow for future sales by such Selling
Shareholders to the public without restriction. See "Selling Shareholders."
The Common Stock is quoted on the National Market System of the NASD under
the symbol "HALO." The last reported sale price of the Common Stock on January
16, 1997 on the National Market System was $23.50 per share.
SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is January 23, 1997.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the Public
Reference Room of the Commission, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549 and at the Commission's regional offices at Seven World Trade Center,
Suite 1300, New York, New York 10048 and Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can be
obtained from the Public Reference Room of the Commission, 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549, at prescribed rates. Such materials
also may be accessed electronically by means of the Commission's home page on
the Internet at http://www.sec.gov. The Company's Common Stock is quoted and
traded on the National Market System of the NASD and such reports, proxy
statements and other information also can be inspected at the National
Association of Securities Dealers, Inc. at 1735 K Street, N.W., Washington, D.C.
20006.
The Company has filed with the Commission a Registration Statement on Form
S-3 (the "Registration Statement") under the Act, with respect to the securities
offered hereby. This Prospectus, which constitutes a part of the Registration
Statement, does not contain all of the information set forth in the Registration
Statement, certain items of which are contained in schedules and exhibits to the
Registration Statement as permitted by the rules and regulations of the
Commission. Statements made in this Prospectus as to the contents of any
contract, agreement or other document referred to are not necessarily complete.
With respect to each such contract, agreement or other document filed as an
exhibit to the Registration Statement, reference is made to the exhibit for a
more complete description of the matter involved, and each such statement shall
be deemed qualified in its entirety by such reference. Items and information
omitted from this Prospectus but contained in the Registration Statement may be
inspected and copied at the Public Reference Room of the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Commission pursuant to the Exchange Act, are hereby incorporated by reference in
this Prospectus: (i) Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, including the portions of the Company's Proxy Statement for
the Annual Meeting of Shareholders held on June 10, 1996 and the portions of the
Company's 1995 Annual Report to Shareholders for the fiscal year ended December
31, 1995 that have been incorporated by reference therein; (ii) Current Report
on Form 8-K dated January 16, 1996; (iii) Current Report on Form 8-K/A dated
March 13, 1996; (iv) Current Report on Form 8-K/A dated May 28, 1996; (v)
Current Report on Form 8-K/A dated August 20, 1996; (vi) Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 1996; (vii) Quarterly Report
on Form 10-Q for the quarterly period ended June 30, 1996, (viii) Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 1996; and (ix)
the description of the Common Stock contained in the Registration Statement
dated October 20, 1992 filed pursuant to Section 12 of the Exchange Act and any
amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offering
of the Shares, shall be deemed to be incorporated by reference herein and to be
a part hereof from the date of filing of such documents. Any statement contained
herein or in any document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for the purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed to constitute a part of this
Prospectus, except as so modified or superseded. The Company will provide
without charge to each person, including any beneficial owner, to
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whom a copy of this Prospectus is delivered, upon written or oral request of
such person, a copy of any or all of the information that has been incorporated
by reference in this Prospectus (excluding exhibits to such information which
are not specifically incorporated by reference into such information). Requests
for such information should be directed to HA-LO Industries, Inc., 5980 West
Touhy Avenue, Niles, Illinois 60714, Attention: Lou Weisbach, Chairman of the
Board, President and Chief Executive Officer, Telephone (847) 647-2300.
RISK FACTORS
The following factors should be considered carefully in evaluating an
investment in the Shares offered hereby.
GROWTH THROUGH ACQUISITIONS
Acquiring businesses which can be integrated into the Company's operations
has been and continues to be an important element of the Company's strategy for
achieving profitable growth. Since January 1, 1993, the Company has acquired ten
advertising specialty businesses and one group of providers of outsourced
telephone-based sales and marketing services. There can be no assurance,
however, that suitable acquisition candidates will continue to be available at
prices deemed reasonable by the Company, that the Company will be able to
successfully integrate future acquisitions, if any, into its existing business,
that the sales representatives previously associated with an acquired business
will remain with the Company after the acquisition, or that the Company's recent
growth rate will continue in the future. In addition, there is significant
competition for attractive acquisition candidates.
RISKS RELATED TO RAPID GROWTH
Since January 1, 1993, the Company's net sales and net income have increased
as a result of both its acquisitions and its internal growth. As part of its
business strategy, the Company intends to continue to pursue additional
acquisitions, open showrooms and attract and retain additional sales
representatives. The failure to effectively control and manage growth could have
a material adverse effect on the Company's financial condition and results of
operations. In addition, there can be no assurance that the Company's recent
growth rate will continue in the future.
CONCENTRATION OF SALES WITH MONTGOMERY WARD; LOWER GROSS MARGINS WITH MONTGOMERY
WARD BUSINESS
During the nine months ended September 30, 1996, sales to Montgomery Ward &
Co. Incorporated ("Montgomery Ward") accounted for approximately 14.1% of the
Company's net sales. The Company's exclusive agreement with Montgomery Ward
expires on December 31, 2004, subject to earlier termination (i) at the
Company's election in the event that Montgomery Ward fails to purchase specified
minimum amounts of the Company's products annually under the agreement and (ii)
at Montgomery Ward's election on December 31 of any year, commencing in 1998,
upon no less than six-months' notice. In connection with the agreement, a fund
in which Montgomery Ward is the principal investor, acquired shares of Common
Stock and warrants to purchase additional shares of Common Stock. Certain of the
warrants are subject to forfeiture upon early termination of the agreement.
Subsequently, the fund distributed its shares of Common Stock and warrants to
its partners (including Montgomery Ward) pro rata in accordance with their
respective partnership interests. The agreement provides for limitations on the
Company's gross margins relating to sales thereunder, resulting in lower gross
margins on this business than on the Company's other business. This is offset,
however, by lower selling expenses incurred on the sales to Montgomery Ward. The
Company believes that it has established an excellent relationship with
Montgomery Ward, and while the loss of all or a significant portion of this
account would unfavorably affect the Company's results of operations, management
does not believe the impact would be material.
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CONCENTRATION OF SALES AND EARNINGS IN FOURTH QUARTER; QUARTERLY FLUCTUATIONS IN
NET SALES AND NET INCOME
Some customers tend to utilize a greater portion of their advertising and
promotion budgets in the latter part of the calendar year, which has
historically resulted in and may continue to result in a disproportionately
large share of the Company's net sales and net income being recognized in the
fourth quarter. In addition, the timing of, and method of accounting used in
connection with, an acquisition may cause substantial fluctuations in operating
results from quarter to quarter.
EMPLOYMENT TAX AUDIT
The Internal Revenue Service (the "IRS") has commenced and is currently
engaged in a field audit examination of the Company's federal employment tax
returns for the years ended December 31, 1993, 1994 and 1995, which includes a
review of the facts, circumstances and legal authority supporting the Company's
position that its independent sales representatives have been properly treated
as independent contractors for federal employment tax purposes. To date, the IRS
has proposed adjustments to increase the Company's federal withholding, federal
unemployment and social security tax liabilities for the years ended December
31, 1993 and 1994, and similar proposed adjustments are possible for subsequent
periods. However, the Company believes its characterization of its sales
representatives as independent contractors is proper and is evaluating its
various alternatives, including appeal. This process could take several years to
resolve as the ultimate determination will be based upon a factual analysis of
the relationship between the Company and its independent sales representatives.
If the IRS were to prevail and require the Company to treat all or any portion
of its independent sales representatives as employees, such change in status
could adversely affect the Company's business.
DEPENDENCE UPON SALES REPRESENTATIVES
The success of the Company is largely attributable to its ability to attract
and retain experienced sales representatives. As of the date of this Prospectus,
the Company's sales force consists of approximately 700 sales representatives,
most of whom are independent representatives. During the nine months ended
September 30, 1996, no single sales representative was responsible for more than
3% of the Company's sales. The Company's independent sales representatives
generally have the right to represent other companies, including competitors of
the Company. The Company believes that the decision of a sales representative to
terminate his or her relationship with the Company could result in the Company
losing that representative's customers. Historically, the Company has not had
significant turnover among its sales representatives; however, there can be no
assurance that the Company will not experience higher turnover among its sales
representatives in the future.
COMPETITION
The advertising specialty industry is highly fragmented and competitive, and
the cost of entry is low. Although the Company believes its value-added services
provide it with a competitive advantage, these capabilities may result in higher
administrative costs than those incurred by certain of its smaller competitors.
Existing or new competitors may have substantially greater financial and other
resources than the Company. The Company also competes for advertising dollars
with other sources, such as television, radio, newspapers, magazines and
billboards. There can be no assurance that the Company will be able to continue
to compete successfully against current and future competitors or that
competitive pressures faced by the Company will not materially adversely affect
its business, operating results and financial condition in the future.
THE COMPANY
The Company is one of the nation's leading marketers and distributors of
advertising specialty products to customers with significant advertising and
promotional requirements. The Company's national
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marketing strategy includes a system of 13 showrooms throughout the United
States in which it displays products provided by its network of over 2,500
vendors and marketed by its approximately 700 sales representatives. The Company
and its sales representatives assist customers by developing innovative
advertising specialty programs which are tailored to customers' specific needs.
The Company's customers utilize these products, which generally are articles of
merchandise imprinted or otherwise customized with a customer's name, logo or
message, for marketing, employee incentives and customer gifts and giveaways.
These products include (i) apparel items such as jackets, sweaters, hats and
golf shirts, (ii) business accessories such as clocks, portfolios, briefcases,
blotters and pen and pencil sets, (iii) recognition awards such as trophies and
plaques and (iv) other miscellaneous advertising items such as etched
crystalware, calendars, golf accessories, key chains, watches and mugs. The
Company's customers include manufacturing, financial service, broadcasting,
consumer product and communications companies as well as professional sports
teams. Selected customers of the Company include Motorola, Inc., The Quaker Oats
Company, Time Warner, Inc., Ameritech Corporation, America Online, Inc., Abbott
Laboratories, Andersen Consulting and Sony Signatures.
The Company is incorporated under the laws of the State of Illinois. Its
principal executive offices are located at 5980 West Touhy Avenue, Niles,
Illinois 60714, and its telephone number is (847) 647-2300.
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SELLING SHAREHOLDERS
The following table sets forth with respect to each of the Selling
Shareholders (i) the number of Shares beneficially owned as of December 20, 1996
and prior to the offering contemplated hereby, (ii) the maximum number of Shares
which may be sold in the offering pursuant to this Prospectus and (iii) the
number of Shares which will be beneficially owned after the offering, assuming
the sale of all the Shares set forth in (ii) above:
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
PRIOR TO OFFERING SHARES AFTER OFFERING
----------------------- TO BE -------------------------
SELLING SHAREHOLDER SHARES(1) PERCENTAGE OFFERED SHARES PERCENTAGE
- ------------------------------------------ ---------- ----------- ------------------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Julius J. Barnhardt 173,064 * 62,028 111,036 *
Estate of
Herbert Maddox Fletcher 193,312 * 69,286 124,026 *
John G. White 157,876 * 56,585 101,291 *
Robert A. Hersch 20,151 * 15,464 4,687
William M. Hersch 7,734 * 7,734 -- --
Judie Bernon 429 * 429 -- --
Ellyn Robbins Family Trust 310,781 1.59% 97,500 213,281 1.09%
Joel C. Okner Family Trust 454,219 2.33 142,500 311,719 1.60
Samuel P. Okner Family Trust 502,031 2.58 157,500 344,531 1.77
Merchant Partners, Limited Partnership 637,475 3.27 128,436 509,039 2.61
Samuel P. Okner 318,730 1.64 116,564 202,166 1.04
Merchant Development Corp. 2,697 * 2,697 -- --
Raymond Bank 1 * 1 -- --
Dominic Mangone 1 * 1 -- --
ValueVision International, Inc. 16,191 * 16,191 -- --
</TABLE>
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* Less than 1%.
(1) For purposes of this table, a person is deemed to have "beneficial
ownership" of any shares of Common Stock which such person has the right to
acquire within 60 days after the date of this Prospectus. For purposes of
computing the percentage of outstanding shares of Common Stock held by each
person named above, any security which such person has the right to acquire
from the Company within 60 days after the date of this Prospectus is deemed
to be outstanding, but is not deemed to be outstanding for the purpose of
computing the percentage ownership of any other person.
211,526 shares of Common Stock offered hereby were acquired by the first six
Selling Shareholders listed in the table above from the Company in connection
with the Company's acquisition in 1995 and 1996 of three unrelated advertising
specialty businesses, and have been registered under the Act for resale by such
Selling Shareholders in accordance with the provisions of the respective
acquisition agreements. Following completion of such acquisitions, each of
Messrs. Robert A. Hersch and William M. Hersch and Ms. Judie Bernon became
employees of the Company.
642,500 shares of Common Stock offered hereby were acquired by the next five
Selling Shareholders listed in the table above from the Company in connection
with the Company's acquisition in 1996 (the "Merger Transactions") of providers
of outsourced telephone-based sales and marketing services. The shares of Common
Stock issued pursuant to such acquisition were previously registered by the
Company under the Act pursuant to an effective Registration Statement on Form
S-4, and have been registered under the Act for resale by such Selling
Shareholders in accordance with the provisions of a registration rights
agreement by and among the Company and such Selling Shareholders. Following
completion of the Merger Transactions, Mr. Samuel P. Okner became President and
Chief Operating Officer of two of the
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Company's wholly-owned subsidiaries which were acquired by the Company pursuant
to the Merger Transactions.
The remaining 18,890 shares of Common Stock offered hereby were acquired by
the last four Selling Shareholders listed in the table above pursuant to private
transactions with the Company, and have been registered under the Act for resale
by such Selling Shareholders in accordance with the provisions of a registration
rights agreement inuring to the benefit of each of such Selling Shareholders.
PLAN OF DISTRIBUTION
The Company has been advised by each Selling Shareholder that he or it
intends to sell all or a portion of the Shares offered hereby from time to time
to purchasers directly or by or through brokers, dealers, agents or
underwriters, who may receive compensation in the form of underwriting
discounts, concessions or commissions from them and/or purchasers of the Shares
for whom they may act as agent. Such sales of the Shares may be effected from
time to time in one or more transactions on the Nasdaq National Market, in the
over-the-counter market, in negotiated transactions or otherwise at a fixed
price or prices, which may be changed, at market prices prevailing at the time
of sale or at negotiated prices, or by any other legally available means. Any or
all of the Shares may be sold from time to time by means of (a) a block trade in
which the broker or dealer so engaged will attempt to sell the Shares as agent
but may position and resell a portion of the block as principal to facilitate
the transaction; (b) purchases by a broker or dealer as principal and resale by
such broker or dealer for its account pursuant to this Prospectus; (c) ordinary
brokerage transactions and transactions in which the broker solicits purchasers;
(d) through the writing of options on the Shares; and (e) otherwise. To the
extent required, the number of Shares to be sold, the purchase price, the name
of any such agent, broker, dealer or underwriter and any applicable discounts or
commissions and any other required information with respect to a particular
offer will be set forth in an accompanying Prospectus Supplement. The aggregate
net proceeds to the Selling Shareholders from the sale of the Shares will be the
purchase price of such Shares less any commissions.
Each of the Ellyn Robbins Family Trust, the Joel C. Okner Family Trust, the
Samuel P. Okner Family Trust, Merchant Partners, Limited Partnership, and Samuel
P. Okner has a separate contractual obligation to the Company to refrain from
selling, transferring, or otherwise disposing of any shares of Common Stock
prior to the public filing or announcement of results covering at least thirty
(30) days of combined operations of the Company, Market USA, Inc., an Illinois
corporation and wholly-owned subsidiary of the Company ("Market USA"), and
Marusa Marketing Inc., a Canadian federal corporation and wholly-owned
subsidiary of the Company ("Marusa"). The Company, however, is contractually
obligated by means of a registration statement, declared effective by the
Commission prior to the public filing or announcement of results covering at
least thirty (30) days of combined operations of the Company, Market USA and
Marusa, to provide for the sale by such Selling Shareholders, among others, of a
whole number of shares of Common Stock equal to the quotient of $15 million
divided by the average per share price of the Common Stock for the ten trading
days prior to September 30, 1996. In addition, each of the Ellyn Robbins Family
Trust, the Joel C. Okner Family Trust, the Samuel P. Okner Family Trust, and
Samuel P. Okner has advised the Company that they do not currently intend to
sell any shares of Common Stock prior to April 1, 1997, absent a determination
that such sales can be made without recapture of profits pursuant to Section
16(b) of the Exchange Act.
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
The Selling Shareholders and any brokers, dealers, agents or underwriters
that participate in the distribution of the Shares may be deemed to be
"underwriters" within the meaning of the Securities Act, in which event any
discounts, concessions and commissions received by such brokers, dealers, agents
or
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underwriters and any profit on the resale of the Shares purchased by them may be
deemed to be underwriting commissions or discounts under the Act.
No underwriter, broker, dealer or agent has been engaged by the Company in
connection with the distribution of the Shares.
Any Shares covered by this Prospectus which qualify for sale pursuant to
Rule 144 under the Securities Act may be sold under Rule 144 rather than
pursuant to this Prospectus. There is no assurance that any of the Selling
Shareholders will sell any or all of the Shares. A Selling Shareholder may
transfer, devise or gift such Shares by other means not described herein.
The Company will pay all of the expenses incident to the registration of the
Shares, other than underwriting discounts and selling commissions, if any.
Pursuant to agreements entered into in connection with certain of the
acquisitions described elsewhere herein, the Company and certain of the Selling
Shareholders have agreed to indemnify each other against certain liabilities,
including liabilities under the Act.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for the
Company by Neal, Gerber & Eisenberg, Chicago, Illinois.
EXPERTS
The consolidated financial statements of the Company as of December 31, 1994
and 1995 and for each of the three years in the period ended December 31, 1995,
incorporated in this Prospectus by reference to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995, have been audited by
Arthur Andersen LLP, independent public accountants, as set forth in their
report with respect thereto, which is incorporated by reference herein. Such
financial statements are incorporated by reference herein in reliance upon the
authority of such firm as experts in auditing and accounting.
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NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY, THE SELLING SHAREHOLDERS OR ANY BROKER, DEALER OR AGENT. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH
THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO
ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
Available Information.......................... 2
Incorporation of Certain Documents by
Reference..................................... 2
Risk Factors................................... 3
The Company.................................... 4
Selling Shareholders........................... 6
Plan of Distribution........................... 7
Legal Matters.................................. 8
Experts........................................ 8
</TABLE>
872,916 SHARES
HA-LO INDUSTRIES, INC.
COMMON STOCK
---------------------
PROSPECTUS
---------------------
January 23, 1997
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