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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
HA-LO INDUSTRIES, INC.
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
404429-10-2
(CUSIP Number)
BARRY J. SHKOLNIK
NEAL, GERBER & EISENBERG
TWO NORTH LASALLE STREET, SUITE 2100
CHICAGO, ILLINOIS 60602
312 - 269-8046
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
MAY 19, 1998
(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 Rules 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box / /.
NOTE: Schedule filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
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 on 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).
(continued on following pages)
Page 1 of 5 Pages
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CUSIP NO. 404429-10-2 13D Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LINDEN D. NELSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,817,592
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 87,500
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,817,592
10 SHARED DISPOSITIVE POWER
87,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,905,092
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.4%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ONLY THOSE ITEMS AMENDED ARE REPORTED HEREIN
UNLESS OTHERWISE DEFINED, ALL CAPITALIZED TERMS USED HEREIN SHALL HAVE
THE MEANINGS ASSIGNED TO THEM IN THE INITIAL SCHEDULE 13D FILED BY THE
REPORTING PERSON.
This statement constitutes Amendment No. 3 to the Statement on Schedule 13D
filed January 10, 1997 on behalf of Linden D. Nelson (the "Reporting Person")
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").
Interest in Securities of the Issuer. Item 5 is hereby amended and
restated in its entirety to read as follows:
(a) Beneficially Owned:
Linden D. Nelson is the beneficial owner of 1,905,092 shares of
Common Stock. This figure consists of: 1,472,177 shares of Common
Stock owned by Mr. Nelson; 87,500 shares of Common Stock owned by
Mr. Nelson's spouse, Michelle Nelson; 28,915 shares of Common Stock
owned by the LLC; 54,000 shares held by a charitable foundation of
which Mr. Nelson is President; and 262,500 shares of Common Stock
which Mr. Nelson has the right to acquire upon exercise of the
Options held by him. This figure excludes 87,500 shares of Common
Stock owned by Julie A. Nelson, as Trustee FBO Arielle L. Nelson
and 87,500 shares of Common Stock owned by Julie A. Nelson, as
Trustee FBO Sanford E. Nelson, as to which Mr. Nelson expressly
disclaims beneficial ownership.
Percent of Class:
There are currently approximately 25,492,087 outstanding shares of
Common Stock. Assuming the exercise of the Options of which Mr.
Nelson is the beneficial owner, Mr. Nelson beneficially owns 7.4%
of the Common Stock.
(b) Number of shares as to which Mr. Nelson has:
(i) sole power to vote or to direct the vote: 1,817,592
(ii) shared power to vote or to direct the vote:
87,500
(iii) sole power to dispose or to direct the disposition of:
1,817,592
(iv) shared power to dispose or to direct the disposition of:
87,500
Page 3 of 5 Pages
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(c) Transactions effected during the past sixty (60) days:
Mr. Nelson has not effected any transactions in, or with respect to,
Shares during the preceding sixty (60) days, except as follows:
During the past sixty (60) days, Mr. Nelson sold Shares as follows:
250,000 Shares sold by Mr. Nelson, 50,000 shares sold by Michele
Nelson and 37,000 shares sold by the charitable foundation, each on
May 19, 1998 at $32.00 per Share. These sales were made in a
registered public offering.
Page 4 of 5 Pages
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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.
Dated: June 8, 1998
/s/ Linden D. Nelson
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Linden D. Nelson
Page 5 of 5 Pages
