SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
HA-LO Industries, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
404429 10 2
(CUSIP Number)
Seymour N. Okner
701 Lee Street
Des Plaines, IL 60016
(847) 803-1931
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 10, 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. / /
*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).
Exhibit index appears at end of text.
(Continued on following pages)
Page 1 of 17 Pages<PAGE>
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1. Name of Reporting Person:
Seymour N. Okner
2. Check the Appropriate Box if a Member of a Group: (a) / /
(b) / /
3. SEC Use Only
4. Source of Funds: OO
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f): / /
6. Citizenship or Place of Organization: United States Citizen
Number of 7. Sole Voting Power: 964,201
Shares
Beneficially
Owned By Each 8. Shared Voting Power: -0-
Reporting
Person
With 9. Sole Dispositive Power: 964,201
10. Shared Dispositive -0-
Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
964,201
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares: / /
13. Percent of Class Represented by Amount in Row (11):
4.7%
14. Type of Reporting Person: IN
Page 2 of 17 Pages<PAGE>
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1. Name of Reporting Person:
Samuel P. Okner Family Trust
2. Check the Appropriate Box if a Member of a Group: (a) / /
(b) / /
3. SEC Use Only
4. Source of Funds: OO
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f): / /
6. Citizenship or Place of Organization: Illinois
Number of 7. Sole Voting Power: 502,031 (1)
Shares
Beneficially
Owned By Each 8. Shared Voting Power: -0-
Reporting
Person
With 9. Sole Dispositive Power: 502,031 (1)
10. Shared Dispositive -0-
Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
502,031
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares: / /
13. Percent of Class Represented by Amount in Row (11):
2.5%
14. Type of Reporting Person: OO - Trust
(1) Power is exercised through its Trustees, Samuel P. Okner and
Anne Okner.
Page 3 of 17 Pages<PAGE>
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1. Name of Reporting Person:
Ellyn Robbins Family Trust
2. Check the Appropriate Box if a Member of a Group: (a) / /
(b) / /
3. SEC Use Only
4. Source of Funds: OO
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f): / /
6. Citizenship or Place of Organization: Illinois
Number of 7. Sole Voting Power: 310,781 (1)
Shares
Beneficially
Owned By Each 8. Shared Voting Power: -0-
Reporting
Person
With 9. Sole Dispositive Power: 310,781 (1)
10. Shared Dispositive -0-
Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
310,781
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares: / /
13. Percent of Class Represented by Amount in Row (11):
1.5%
14. Type of Reporting Person: OO - Trust
(2) Power is exercised through its Trustees, Ellyn Robbins and
Anne Okner.
Page 4 of 17 Pages<PAGE>
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1. Name of Reporting Person:
Joel C. Okner Family Trust
2. Check the Appropriate Box if a Member of a Group: (a) / /
(b) / /
3. SEC Use Only
4. Source of Funds: OO
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f): / /
6. Citizenship or Place of Organization: Illinois
Number of 7. Sole Voting Power: 454,219 (1)
Shares
Beneficially
Owned By Each 8. Shared Voting Power: -0-
Reporting
Person
With 9. Sole Dispositive Power: 454,219 (1)
10. Shared Dispositive -0-
Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
454,219
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares: / /
13. Percent of Class Represented by Amount in Row (11):
2.3%
14. Type of Reporting Person: OO - Trust
(1) Power is exercised through its Trustees, Joel C. Okner and
Anne Okner.
Page 5 of 17 Pages<PAGE>
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1. Name of Reporting Person:
Samuel P. Okner
2. Check the Appropriate Box if a Member of a Group: (a) / /
(b) / /
3. SEC Use Only
4. Source of Funds: OO
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f): / /
6. Citizenship or Place of Organization: United States Citizen
Number of 7. Sole Voting Power: 296,230
Shares
Beneficially
Owned By Each 8. Shared Voting Power: 502,031 (1)
Reporting
Person
With 9. Sole Dispositive Power: 296,230
10. Shared Dispositive 502,031 (1)
Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
798,261
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares: / /
13. Percent of Class Represented by Amount in Row (11):
4.0%
14. Type of Reporting Person: IN
(1) Solely in his capacity as co-Trustee of the Samuel P. Okner
Family Trust.
Page 6 of 17 Pages<PAGE>
<PAGE>
1. Name of Reporting Person:
Ellyn Robbins
2. Check the Appropriate Box if a Member of a Group: (a) / /
(b) / /
3. SEC Use Only
4. Source of Funds: OO
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f): / /
6. Citizenship or Place of Organization: United States Citizen
Number of 7. Sole Voting Power: -0-
Shares
Beneficially
Owned By Each 8. Shared Voting Power: 310,781 (1)
Reporting
Person
With 9. Sole Dispositive Power: -0-
10. Shared Dispositive 310,781 (1)
Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
310,781
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares: / /
13. Percent of Class Represented by Amount in Row (11):
1.5%
14. Type of Reporting Person: IN
(1) Solely in her capacity as co-Trustee of the Ellyn Robbins
Family Trust.
Page 7 of 17 Pages<PAGE>
<PAGE>
1. Name of Reporting Person:
Joel C. Okner
2. Check the Appropriate Box if a Member of a Group: (a) / /
(b) / /
3. SEC Use Only
4. Source of Funds: OO
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f): / /
6. Citizenship or Place of Organization: United States Citizen
Number of 7. Sole Voting Power: -0-
Shares
Beneficially
Owned By Each 8. Shared Voting Power: 454,219 (1)
Reporting
Person
With 9. Sole Dispositive Power: -0-
10. Shared Dispositive 454,219 (1)
Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
454,219
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares: / /
13. Percent of Class Represented by Amount in Row (11):
2.3%
14. Type of Reporting Person: IN
(1) Solely in his capacity as co-Trustee of the Joel C. Okner
Family Trust.
Page 8 of 17 Pages<PAGE>
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1. Name of Reporting Person:
Anne Okner
2. Check the Appropriate Box if a Member of a Group: (a) / /
(b) / /
3. SEC Use Only
4. Source of Funds: OO
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f): / /
6. Citizenship or Place of Organization: United States Citizen
Number of 7. Sole Voting Power: 31
Shares
Beneficially
Owned By Each 8. Shared Voting Power: 1,267,031 (1)
Reporting
Person
With 9. Sole Dispositive Power: 31
10. Shared Dispositive 1,267,031 (1)
Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,267,062
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares: / /
13. Percent of Class Represented by Amount in Row (11):
6.3%
14. Type of Reporting Person: IN
(1) Solely in her capacity as co-Trustee of the Samuel P. Okner
Family Trust with respect to 502,031 Shares. Solely in her
capacity as co-Trustee of the Ellyn Robbins Family Trust with
respect to 310,781 Shares. Solely in her capacity as co-Trustee
of the Joel C. Okner Family Trust with respect to 454,219 Shares.
Page 9 of 17 Pages<PAGE>
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1. Name of Reporting Person:
Debra Okner
2. Check the Appropriate Box if a Member of a Group: (a) / /
(b) / /
3. SEC Use Only
4. Source of Funds: OO
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f): / /
6. Citizenship or Place of Organization: United States Citizen
Number of 7. Sole Voting Power: 31
Shares
Beneficially
Owned By Each 8. Shared Voting Power: -0-
Reporting
Person
With 9. Sole Dispositive Power: 31
10. Shared Dispositive -0-
Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
31
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares: / /
13. Percent of Class Represented by Amount in Row (11):
0.0%
14. Type of Reporting Person: IN
Page 10 of 17 Pages<PAGE>
<PAGE>
This statement constitutes Amendment No. 2 to the Statement on
Schedule 13D filed October 9, 1996 on behalf of Seymour N. Okner, the
Samuel P. Okner Family Trust, the Ellyn Robbins Family Trust, the Joel
C. Okner Family Trust, Samuel P. Okner, Ellyn Robbins, Joel C. Okner,
Anne Okner and Debra Okner (the "Reporting Persons") in connection
with the beneficial ownership of the Common Stock, no par value (the
"Shares"), of HA-LO Industries, Inc., an Illinois corporation (the
"Company")
1. Paragraph (a) of Item 2. Identity and Background, is hereby
amended and restated in its entirety to read as follows.
(a) Pursuant to Rules 13d-1(f)(1) and (2) promulgated under the
Securities Exchange Act of 1934, as amended (the "Act"), the
undersigned hereby file this amendment to statement on Schedule 13D on
behalf of Seymour N. Okner, the Samuel P. Okner Family Trust, the
Ellyn Robbins Family Trust, the Joel C. Okner Family Trust, Samuel P.
Okner, Ellyn Robbins, Joel C. Okner, Anne Okner and Debra Okner. The
foregoing persons are sometimes hereinafter referred to collectively
as the "Reporting Persons." The Reporting Persons originally made a
single, joint filing because they might have been deemed to constitute
a "group" within the meaning of Section 13(d)(3) of the Act, although
neither the fact of that filing nor anything contained therein or
herein shall be deemed to be an admission by any of the Reporting
Persons that such a "group" existed. As reflected herein, the
Reporting Persons have determined that no such group exists and this
constitutes the final amendment to the statement for all of the
Reporting Persons except Anne Okner.
2. Item 5. Interests in Securities of the Issuer, is hereby
amended by restating Item 5 as follows:
The following information provided in this statement is based
upon a total of 20,164,864 Shares outstanding. This total number of
Shares outstanding is based on number of shares outstanding on May 7,
1997 according to the Company's Quarterly Report on Form 10-K for the
quarter ended March 31, 1997.
(a) Seymour N. Okner
Seymour N. Okner beneficially owns 964,201 Shares, constituting
approximately 4.7% of the Shares outstanding as described above.
Samuel P. Okner Family Trust
The Samuel P. Okner Family Trust beneficially owns 502,031
Shares, constituting approximately 2.5% of the Shares outstanding as
described above.
Ellyn Robbins Family Trust
Page 11 of 17 Pages<PAGE>
<PAGE>
The Ellyn Robbins Family Trust beneficially owns 310,781 Shares,
constituting approximately 1.5% of the Shares outstanding as described
above.
Joel C. Okner Family Trust
The Joel C. Okner Family Trust beneficially owns 454,219 Shares,
constituting approximately 2.3% of the Shares outstanding as described
above.
Samuel P. Okner
Samuel P. Okner beneficially owns 798,261 Shares, constituting
approximately 4.0% of the Shares outstanding as described above.
Ellyn Robbins
Ellyn Robbins beneficially owns 310,781 Shares, constituting
approximately 1.5% of the Shares outstanding as described above.
Joel C. Okner
Joel C. Okner beneficially owns 454,219 Shares, constituting
approximately 2.3% of the Shares outstanding as described above.
Anne Okner
Anne Okner beneficially owns 31 Shares and, due to her positions
as Trustee of the Samuel P. Okner Family Trust, the Ellyn Robbins
Family Trust, and the Joel C. Okner Family Trust, may be deemed to be
the beneficial owner of 1,267,031 Shares, constituting, in the
aggregate, approximately 6.3% of the Shares outstanding as described
above.
Debra Okner
Debra Okner beneficially owns 31 Shares, constituting
approximately 0.0% of the Shares outstanding as described above.
(b) Seymour N. Okner
Seymour N. Okner has the sole power to vote or direct the vote
and the sole power to dispose or direct the disposition of 964,201
Shares, constituting approximately 4.7% of the Shares outstanding as
described above.
Samuel P. Okner Family Trust
Acting through its Trustees, the Samuel P. Okner Family Trust
has the sole power to vote or direct the vote and the sole power to
dispose or direct the disposition of 502,031 Shares, constituting
approximately 2.5% of the Shares outstanding as described above.
Page 12 of 17 Pages<PAGE>
<PAGE>
Ellyn Robbins Family Trust
Acting through its Trustees, the Ellyn Robbins Family Trust has
the sole power to vote or direct the vote and the sole power to
dispose or direct the disposition of 310,781 Shares, constituting
approximately 1.5% of the Shares outstanding as described above.
Joel C. Okner Family Trust
Acting through its Trustees, the Joel C. Okner Family Trust has
the sole power to vote or direct the vote and the sole power to
dispose or direct the disposition of 454,219 Shares, constituting
approximately 2.3% of the Shares outstanding as described above.
Samuel P. Okner
Samuel P. Okner has the sole power to vote or direct the vote
and the sole power to dispose or direct the disposition of 296,230
Shares, and, in his capacity as co-Trustee of the Samuel P. Okner
Family Trust, has shared power to vote or direct the vote and shared
power to dispose or direct the disposition of 502,031 Shares,
constituting, in the aggregate, approximately 4.0% of the Shares
outstanding as described above.
Ellyn Robbins
Ellyn Robbins, in her capacity as co-Trustee of the Ellyn
Robbins Family Trust, has shared power to vote or direct the vote and
shared power to dispose or direct the disposition of 310,781 Shares,
constituting approximately 1.5% of the Shares outstanding as described
above.
Joel C. Okner
Joel C. Okner, in his capacity as co-Trustee of the Joel Co.
Okner Family Trust, has shared power to vote or direct the vote and
shared power to dispose or direct the disposition of 454,219 Shares,
constituting approximately 2.3% of the Shares outstanding as described
above.
Anne Okner
Anne Okner has the sole power to vote or direct the vote and the
sole power to dispose or direct the disposition of 31 Shares, and, in
her capacities as co-Trustee of the Samuel P. Okner Family Trust, the
Ellyn Robbins Family Trust and the Joel C. Okner Family Trust, has
shared power to vote or direct the vote and shared power to dispose or
direct the disposition of 1,267,031 Shares, constituting, in the
aggregate, approximately 6.3% of the Shares outstanding as described
above.
Page 13 of 17 Pages<PAGE>
<PAGE>
Debra Okner
Debra Okner has the sole power to vote or direct the vote and
the sole power to dispose or direct the disposition of 31 Shares,
constituting approximately 0.0% of the Shares outstanding as described
above.
(c) Except as set forth above, none of the Reporting Persons
beneficially owns any Shares and none of the Reporting Persons has
effected any transactions in, or with respect to, Shares during the
preceding sixty (60) days, except as follows:
Samuel P. Okner sold an aggregate of 30,500 Shares during the
past sixty (60) days as follows: 20,500 Shares on June 27, 1997 at
$24.00 per Share and 10,000 Shares on June 30, 1997 at $23.4375 per
Share. All of these sales were made in the open market.
(d) Not applicable.
(e) Not later that June 10, 1997, Seymour N. Okner, the Samuel
P. Okner Family Trust, the Ellyn Robbins Family Trust, the Joel C.
Okner Family Trust, Samuel P. Okner, Ellyn Robbins, Joel C. Okner and
Debra Okner each ceased to be the owner of more than five percent of
the Shares.
Page 14 of 17 Pages<PAGE>
<PAGE>
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: July 25, 1997
/s/ Seymour N. Okner /s/ Ellyn Robbins
----------------------- --------------------
Seymour N. Okner Ellyn Robbins
SAMUEL P. OKNER FAMILY TRUST /s/ Joel C. Okner
--------------------
By:/s/ Samuel P. Okner Joel C. Okner
--------------------
Samuel P. Okner
Co-Trustee /s/ Anne Okner
--------------------
By:/s/ Anne Okner Anne Okner
-------------------
Anne Okner
Co-Trustee /s/ Debra Okner
--------------------
Debra Okner
ELLYN ROBBINS FAMILY TRUST
By:/s/ Ellyn Robbins
-------------------
Ellyn Robbins
Co-Trustee
By:/s/ Anne Okner
--------------------
Anne Okner
Co-Trustee
JOEL C. OKNER FAMILY TRUST
By:/s/ Joel C. Okner
--------------------
Joel C. Okner
Co-Trustee
By:/s/ Anne Okner
---------------------
Anne Okner
Co-Trustee
/s/ Samuel P. Okner
-----------------------
Samuel P. Okner
Page 15 of 17 Pages<PAGE>
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EXHIBIT INDEX
Exhibit No.Document Description
A. Agreement pursuant to Rule 13d-1(f)(1)(iii).
Page 16 of 17 Pages
<PAGE>
EXHIBIT A
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the
General Rules and Regulations of the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended, the
undersigned agree that the Amendment No. 2 to Statement to which this
Exhibit is attached is filed on behalf of each of them in the
capacities set forth below.
Dated: July 25, 1997
/s/ Seymour N. Okner /s/ Samuel P. Okner
----------------------- ----------------------
Seymour N. Okner Samuel P. Okner
SAMUEL P. OKNER FAMILY TRUST /s/ Ellyn Robbins
----------------------
By:/s/ Samuel P. Okner Ellyn Robbins
--------------------
Samuel P. Okner
Co-Trustee /s/ Joel C. Okner
----------------------
By:/s/ Anne Okner Joel C. Okner
--------------------
Anne Okner
Co-Trustee /s/ Anne Okner
----------------------
Anne Okner
ELLYN ROBBINS FAMILY TRUST
By:/s/ Ellyn Robbins /s/ Debra Okner
-------------------- ----------------------
Ellyn Robbins Debra Okner
Co-Trustee
By:/s/ Anne Okner
--------------------
Anne Okner
Co-Trustee
JOEL C. OKNER FAMILY TRUST
By:/s/ Joel C. Okner
--------------------
Joel C. Okner
Co-Trustee
By:/s/ Anne Okner
--------------------
Anne Okner
Co-Trustee
Page 17 of 17 Pages<PAGE>
