SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
January 23, 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. / /
Check the following box if a fee is being paid with the statement. / /
*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 18 Pages <PAGE>
<PAGE>
1. Name of Reporting Person:
Seymour N. Okner
2. Check the Appropriate Box if a Member of a Group: (a) / /
(b) / X /
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):
4.9%
14. Type of Reporting Person: IN
Page 2 of 18 Pages <PAGE>
<PAGE>
1. Name of Reporting Person:
Samuel P. Okner Family Trust
2. Check the Appropriate Box if a Member of a Group: (a) / /
(b) / X /
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):
2.6%
14. Type of Reporting Person: OO - Trust
(1)Power is exercised through its Trustees, Samuel P. Okner and
Anne Okner.
Page 3 of 18 Pages <PAGE>
<PAGE>
1. Name of Reporting Person:
Ellyn Robbins Family Trust
2. Check the Appropriate Box if a Member of a Group: (a) / /
(b) / X /
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):
1.6%
14. Type of Reporting Person: OO - Trust
(1)Power is exercised through its Trustees, Ellyn Robbins and
Anne Okner.
Page 4 of 18 Pages <PAGE>
<PAGE>
1. Name of Reporting Person:
Joel C. Okner Family Trust
2. Check the Appropriate Box if a Member of a Group: (a) / /
(b) / X /
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 18 Pages <PAGE>
<PAGE>
1. Name of Reporting Person:
Samuel P. Okner
2. Check the Appropriate Box if a Member of a Group: (a) / /
(b) / X /
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: 318,730
Shares
Beneficially
Owned By Each 8. Shared Voting Power: 502,031 (1)
Reporting
Person
With 9. Sole Dispositive Power: 318,730
10. Shared Dispositive 502,031 (1)
Power:
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
820,761
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares: / /
13. Percent of Class Represented by Amount in Row (11):
4.2%
14. Type of Reporting Person: IN
(1)Solely in his capacity as co-Trustee of the Samuel P. Okner
Family Trust.
Page 6 of 18 Pages <PAGE>
<PAGE>
1. Name of Reporting Person:
Ellyn Robbins
2. Check the Appropriate Box if a Member of a Group: (a) / /
(b) / X /
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):
1.6%
14. Type of Reporting Person: IN
(1)Solely in her capacity as co-Trustee of the Ellyn Robbins
Family Trust.
Page 7 of 18 Pages <PAGE>
<PAGE>
1. Name of Reporting Person:
Joel C. Okner
2. Check the Appropriate Box if a Member of a Group: (a) / /
(b) / X /
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 18 Pages <PAGE>
<PAGE>
1. Name of Reporting Person:
Anne Okner
2. Check the Appropriate Box if a Member of a Group: (a) / /
(b) / X /
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):
6.4%
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 18 Pages <PAGE>
<PAGE>
1. Name of Reporting Person:
Debra Okner
2. Check the Appropriate Box if a Member of a Group: (a) / /
(b) / X /
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 18 Pages <PAGE>
<PAGE>
This statement constitutes Amendment No. 1 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. Item 4. Purpose of Transaction, is hereby amended as follows:
The following paragraph is added immediately before the last
paragraph of Item 4:
The Company's Registration Statement on Form S-3 (Registration
No. 333-19301) (the "First Shelf Registration Statement") was
declared effective by the Securities and Exchange Commission on
January 23, 1997, satisfying the Company s obligation pursuant to the
Registration Rights Agreement (as defined below) to register, on
behalf of the Reporting Persons, among others, an aggregate number of
shares equal to the quotient of $15 million divided by the average
price per share price of the Shares for the ten trading days prior to
September 30, 1996. The Shares registered for sale by certain of the
Reporting Persons pursuant to the First Shelf Registration Statement
consist of: 97,500 Shares held by the Ellyn Robbins Family Trust;
142,500 Shares held by the Joel C. Okner Family Trust; 157,500 Shares
held by the Samuel P. Okner Family Trust; and 116,564 Shares held by
Samuel P. Okner. Such Reporting Persons for whom Shares have been
registered pursuant to the First Shelf Registration Statement intend
to sell all or a portion of the Shares registered thereunder 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.
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 19,658,205 Shares outstanding. This total number
of Shares outstanding is based on information provided by the
Company that as of January 23, 1997, the Company had
outstanding approximately 19,658,205 shares. The number of Shares
reported below for each Reporting Person has been adjusted solely due
to a 25% stock dividend which was paid on December 11, 1996.
Page 11 of 18 Pages <PAGE>
<PAGE>
(a) Seymour N. Okner
Seymour N. Okner beneficially owns 964,201 Shares, constituting
approximately 4.9% 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 2.6% of the Shares outstanding
as described above.
Ellyn Robbins Family Trust
The Ellyn Robbins Family Trust beneficially owns 310,781
Shares, constituting approximately 1.6% 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 820,761 Shares, constituting
approximately 4.2% of the Shares outstanding as described above.
Ellyn Robbins
Ellyn Robbins beneficially owns 310,781 Shares, constituting
approximately 1.6% 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 6.4% of the Shares outstanding as
described above.
Debra Okner
Debra Okner beneficially owns 31 Shares, constituting
Page 12 of 18 Pages <PAGE>
<PAGE>
approximately 0.0% of the Shares outstanding as described above.
Other
If the Reporting Persons are deemed, pursuant to Section
13(d)(3) under the Act, to be members of a "group," such group would
beneficially own in the aggregate 2,550,024 Shares, constituting
approximately 13.0% 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 4.9% 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 2.6% of the Shares outstanding as described above.
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 1.6% 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 318,730
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 4.2% 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
Page 13 of 18 Pages <PAGE>
<PAGE>
shared power to dispose or direct the disposition of 310,781 Shares,
constituting approximately 1.6% 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 6.4% of the Shares
outstanding as described above.
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 or has effected any transactions in, or
with respect to, Shares during the preceding 60 days.
(d) Not applicable.
(e) Not applicable.
Page 14 of 18 Pages <PAGE>
<PAGE>
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 27, 1997
/s/ Seymour N. Okner
--------------------
Seymour N. Okner
SAMUEL P. OKNER FAMILY TRUST
By:/s/ Samuel P. Okner
-------------------
Samuel P. Okner
Co-Trustee
By:/s/ Anne Okner
--------------
Anne Okner
Co-Trustee
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 18 Pages<PAGE>
<PAGE>
/s/ Ellyn Robbins
-----------------
Ellyn Robbins
/s/ Joel C. Okner
-----------------
Joel C. Okner
/s/ Anne Okner
--------------
Anne Okner
/s/ Debra Okner
---------------
Debra Okner
Page 16 of 18 Pages <PAGE>
<PAGE>
EXHIBIT INDEX
Exhibit No. Document Description
A. Agreement pursuant to Rule 13d-1(f)(1)(iii).
Page 17 of 18 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 Statement to which this Exhibit is
attached is filed on behalf of each of them in the capacities set
forth below.
Dated: January 27, 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
-----------------
Joel C. Okner
By:/s/ Anne 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>
