UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __________)*
HA-LO Industries, Inc.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
404-429-10-2
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(CUSIP Number)
Matthew A. Cole, Esq. Miro Weiner & Kramer
212 - 247-4720 712 Fifth Avenue, 32nd Floor, New York, New York 10019
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 3, 1997
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(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 [ ].
Check the following box if a fee is being paid with the statement |_|. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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).
<PAGE>
SCHEDULE 13D
CUSIP No. 404-429-10-2 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Linden D. Nelson
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF
2,662,655
SHARES --------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY --------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
2,662,655
REPORTING --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON
-0-
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,662,655
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.36%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
<PAGE>
CUSIP NO. 404 429 10 2 PAGE 3 OF 6 PAGES
13D
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of Common Stock, no par value ("Common
Stock"), of HA-LO Industries, Inc. (the "Issuer").
ITEM 2. IDENTITY AND BACKGROUND
(a) Linden D. Nelson
(b) c/o Creative Concepts in Advertising, Inc.
31535 Southfield Road, Beverly Hills, MI 48075
(c) Mr. Nelson's present principal occupation is Chief Executive Officer
of Creative Concepts in Advertising, Inc., a wholly-owned subsidiary
of the Issuer. He is also Vice Chairman of the Issuer.
(d) During the last five years, Mr. Nelson has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Mr. Nelson has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceedings was or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f) Mr. Nelson is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Nelson acquired 2,321,240 shares of Common Stock from the Issuer in
exchange for the common stock which he owned in Creative Concepts in
Advertising, Inc., a Michigan corporation ("CCA"), and 1132831 Ontario
Corp., an Ontario (Canada) corporation, pursuant to an Agreement and Plan
of Merger and Plan of Reorganization, dated as of October 29, 1996, by and
among the Issuer, CCA, HA-LO Acquisition Corporation of Michigan, Inc.,
Creadis Group Inc., 1132832 Ontario Inc., 1132831 Ontario Corp., and the
shareholders of CCA (the "Merger Agreement"). He also received from the
Issuer 312,500 options (the "Options") to acquire Common Stock under an
Employment Agreement, dated as of January 3, 1997, between the Issuer and
him (the "Employment Agreement"). Pursuant to a Real Property Agreement,
dated as of January 2, 1997, between Maple Lane Acquisition Limited
Liability
<PAGE>
CUSIP NO. 404 429 10 2 PAGE 4 OF 6 PAGES
Company (the "LLC"), of which Mr. Nelson is the managing member, and the
Issuer, the LLC acquired 28,915 shares of Common Stock as the purchase
price for certain real property (the "Property") owned by the LLC.
ITEM 4. PURPOSE OF TRANSACTION.
The Common Stock was issued by the Issuer to Mr. Nelson in consideration
for the acquisition of ownership of CCA and certain Canadian corporations,
and the Options were issued as partial compensation for Mr. Nelson under
the Employment Agreement. The LLC acquired its Common Stock in exchange for
the Property. Mr. Nelson has acquired the Common Stock for investment
purposes only.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Beneficially owned:
Linden D. Nelson is the beneficial owner of 2,662,655 shares of Common
Stock. This figure consists of: 2,321,240 shares of Common Stock owned
by Mr. Nelson, 28,915 shares of Common Stock owned by the LLC, and
312,500 shares of Common Stock which Mr. Nelson has the right to
acquire upon exercise of the Options held by him.
(b) Percent of Class:
There are 19,622,841 outstanding shares of Common Stock. Assuming the
exercise of the Options of which Mr. Nelson is the beneficial owner,
Mr. Nelson owns 13.36% of the Common Stock.
(c) Number of shares as to which Mr. Nelson has:
(i) sole power to vote or to direct the vote: 2,662,655
(ii) shared power to vote or to direct the vote: -0-
(iii) sole power to dispose or to direct the disposition of: 2,662,655
(iv) shared power to dispose or to direct the disposition of: -0-
<PAGE>
CUSIP NO. 404 429 10 2 PAGE 5 OF 6 PAGES
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The transfer of the Common Stock owned by Mr. Nelson and the LLC is
restricted pursuant to certain Affiliate Agreements, each dated as of
October 30, 1996, between Mr. Nelson and the Issuer and between the LLC and
the Issuer (collectively, the "Affiliate Agreements"). Under the Affiliate
Agreements, neither Mr. Nelson nor the LLC may transfer any Common Stock
until after such time as results covering at least thirty (30) days of
combined operations of the Issuer and the companies acquired by the Issuer
pursuant to the Merger Agreement have been published by the Issuer in a
public filing or announcement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None
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CUSIP NO. 404 429 10 2 PAGE 6 OF 6 PAGES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: January 10, 1997 /s/ Linden D. Nelson
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Linden D. Nelson
