UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30,2000 or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from ______to______
Commission file number: 0-20758
HA-LO INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of
incorporation or organization)
36-3573412
(IRS Employer Identification No.)
5980 TOUHY AVENUE, NILES, ILLINOIS 60714
(Address of principal executive offices, Zip Code)
Registrant's telephone number, including area code: (847)647-2300
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes[X] No[ ].
As of November 1, 2000, the registrant had an aggregate of 66,537,231 shares of
its common stock outstanding.
<PAGE>
<TABLE>
<CAPTION>
HA-LO INDUSTRIES, INC.
INDEX
PAGE NUMBER
-----------
<S> <C> <C>
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Consolidated Balance Sheets as of September 30, 2000 and
December 31, 1999. 2
Consolidated Statements of Operations for the periods
ended September 30, 2000 and 1999. 3
Consolidated Statements of Cash Flows for the nine months
ended September 30, 2000 and 1999. 4
Notes to Financial Statements. 5
Item 2. Management's Discussion and
Analysis of Financial Condition
and Results of Operations. 9
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote 12
of Security Holders.
Item 6. Exhibits and Reports on Form 8-K. 13
Signatures 14
</TABLE>
1
<PAGE>
PART 1. FINANCIAL INFORMATION
HA-LO INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2000 AND DECEMBER 31, 1999
(UNAUDITED)
<TABLE>
<CAPTION>
September 30, December 31,
(in thousands, except share amounts) 2000 1999
-------------- --------------
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 12,090 $ 10,729
Receivables 159,103 178,712
Inventories 38,201 37,746
Prepaid expenses & deposits 20,060 17,406
--------- ---------
Total current assets 229,454 244,593
--------- ---------
PROPERTY AND EQUIPMENT, net 53,807 37,003
--------- ---------
OTHER ASSETS:
Intangible assets, net 291,757 77,111
Other 21,834 21,596
--------- ---------
Total other assets 313,591 98,707
--------- ---------
$ 596,852 $ 380,303
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt $ 207 $ 984
Book overdraft 14,656 3,177
Customer deposits 8,711 6,975
Accounts payable 61,357 58,729
Accrued expenses 10,652 31,590
Reserve for restructuring 2,695 3,771
--------- ---------
Total current liabilities 98,278 105,226
--------- ---------
LONG-TERM DEBT 67,700 21,230
RESERVE FOR RESTRUCTURING 11,863 11,863
DEFERRED LIABILITIES 5,467 5,438
COMMITMENTS AND CONTINGENCIES
PREFERRED STOCK:
no par value; 10,000,000 authorized
and 4,866,069 issued, net of unamortized discount 46,558 --
SHAREHOLDERS' EQUITY:
Common stock, no par value; 100,000,000
shares authorized and 66,289,000 issued
and outstanding in 2000 and 48,724,790 in 1999 377,364 214,060
Other (1,236) (1,488)
Accumulated other comprehensive loss (1,508) (2,259)
Retained earnings (Deficit) (7,634) 26,233
--------- ---------
Total shareholders' equity 366,986 236,546
--------- ---------
$ 596,852 $ 380,303
========= =========
</TABLE>
The accompanying notes are an integral part of these balance sheets.
2
<PAGE>
HA-LO INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE PERIODS ENDED
SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
----------------------------------------- -------------------------------------
September 30, September 30, September 30, September 30,
(in thousands, except per share amounts) 2000 1999 2000 1999
------------------- -------------------- ----------------- ------------------
<S> <C> <C> <C> <C>
NET SALES:
Products $ 127,641 $ 112,782 $ 375,321 $ 352,505
Services 47,535 34,524 138,523 112,079
------------------- -------------------- ----------------- ------------------
Net Sales 175,176 147,306 513,844 464,584
COST OF SALES:
Products 87,325 79,787 255,294 238,052
Services 29,208 21,603 88,458 70,772
------------------- -------------------- ----------------- ------------------
Cost of Sales 116,533 101,390 343,752 308,824
Gross profit 58,643 45,916 170,092 155,760
SELLING EXPENSES 24,159 21,721 73,095 66,676
GENERAL AND ADMINISTRATIVE EXPENSES 51,554 31,370 133,650 88,118
NON-RECURRING CHARGES:
RESTRUCTURING AND OTHER - 27,347 - 27,347
------------------- -------------------- ----------------- ------------------
Loss from operations (17,070) (34,522) (36,653) (26,381)
INTEREST EXPENSE (1,853) (211) (3,617) (1,485)
INTEREST INCOME 507 428 931 1,981
------------------- -------------------- ----------------- ------------------
Loss before taxes (18,416) (34,305) (39,339) (25,885)
PROVISION (BENEFIT) FOR TAXES (1,740) (13,722) (6,974) (10,354)
------------------- -------------------- ----------------- ------------------
NET LOSS FOR THE PERIOD $ (16,676) $ (20,583) $ (32,365) $ (15,531)
=================== ==================== ================= ==================
ACCRETION TO REDEMPTION VALUE OF
PREFERRED STOCK $ (901) $ - $ (1,502) $ -
NET LOSS APPLICABLE TO COMMON
SHAREHOLDERS $ (17,577) $ (20,583) $ (33,867) $ (15,531)
EARNINGS PER SHARE:
Basic $ (0.27) $ (0.42) $ (0.59) $ (0.32)
Diluted $ (0.27) $ (0.42) $ (0.59) $ (0.32)
=================== ==================== ================= ==================
WEIGHTED AVERAGE SHARES
OUTSTANDING:
Basic 64,734 48,685 57,389 48,559
Diluted 64,734 48,834 57,389 49,032
=================== ==================== ================= ==================
</TABLE>
The accomanying notes are an integral part of these statements.
3
<PAGE>
HA-LO INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2000 and 1999
(UNAUDITED)
<TABLE>
<CAPTION>
September 30, September 30,
(in thousands) 2000 1999
-------------------- ---------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss for the period, before accretion of preferred stock $ (32,365) $ (15,531)
Adjustments to reconcile net income to net
cash used for operating activities-
Accretion of preferred stock (1,502)
Depreciation and amortization 33,606 10,570
Increase in cash surrender value (503) (150)
Increase (decrease) in deferred liabilities - other (773) 343
(Gain)/Loss on disposal of property and equipment - 132
Changes in assets and liabilities, net of effects
of acquired companies -
Receivables 20,304 3,473
Inventories (399) (2,690)
Prepaid expenses and deposits (2,543) 1,981
Accounts payable, accrued expenses and
due to related parties (38,675) (4,753)
-------------------- ---------------------
Net cash used by operating activities (22,850) (6,625)
-------------------- ---------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (21,931) (11,298)
Proceeds on sale of property and equipment 324 9,374
Decrease in short-term investments - 50,077
Increase in other assets 266 (3,200)
Cash paid for acquisitions, net of cash acquired (11,939) (35,334)
-------------------- ---------------------
Net cash provided (used) for investing activities (33,280) 9,619
-------------------- ---------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (payments) on long-term debt (1,332) 1,412
Net borrowings under line of credit 45,912 0
Increase (decrease) in book overdraft 11,479 515
Net proceeds from issuance of common stock 681 3,964
-------------------- ---------------------
Net cash provided by financing activities 56,740 5,891
-------------------- ---------------------
EFFECT OF EXCHANGE RATE CHANGES ON
CASH AND CASH EQUIVALENTS 751 (2,133)
-------------------- ---------------------
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS 1,361 6,752
CASH AND EQUIVALENTS, beginning of period 10,729 7,276
-------------------- ---------------------
CASH AND EQUIVALENTS, end of period $ 12,090 $ 14,028
==================== =====================
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE>
HA-LO INDUSTRIES, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
NOTE 1. BASIS OF PRESENTATION:
The accompanying financial statements have been prepared by the Company, without
audit, in accordance with generally accepted accounting principles for interim
financial information and in conjunction with the rules and regulations of the
Securities and Exchange Commission. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for financial statements. In the opinion of management, all adjustments
(consisting only of normal recurring matters) considered necessary for a fair
presentation have been included.
The results of operations for the nine month period ended September 30, 2000 are
not necessarily indicative of the results that may be expected for the full
year. These financial statements should be read in conjunction with the
Company's financial statements and related notes in the Company's 1999 Annual
Report on Form 10-K.
NOTE 2. CAPITAL STOCK:
During the first nine months of 2000, options to acquire an aggregate of
2,746,147 shares of the Company's common stock were issued under the Company's
Stock Plans at exercise prices ranging from $1.00 to $12.19 per share.
Additionally, 455,923 options were exercised during the same period at prices
ranging from $1.00 to $9.11 per share.
In connection with the acquisition of Starbelly.com, the Company issued or
reserved for issuance upon the exercise of stock options 17 million shares of
common stock and 5.1 million shares of convertible preferred stock. The
convertible preferred stock contains an option that allows the holders of
preferred stock to "put" the shares to the Company for a price of $10 per share.
The option is exercisable only in May, 2001. The preferred stock is reflected at
the net present value of the "put" on the accompanying balance sheet.
Basic earnings per share is calculated using the weighted average number of
common shares outstanding. Diluted earnings per share is computed on the basis
of the average number of common shares outstanding plus the effect of
outstanding stock options and warrants using the "treasury stock" method.
<TABLE>
<CAPTION>
(in thousands, THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
except per share amounts)
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net loss applicable to common
shareholders'(A) $(17,577) $ (20,583) $(33,867) $ (15,531)
======== ========= ======== ==========
Average outstanding:
Common stock (B) 64,734 48,685 57,389 48,559
Effect of stock options and warrants - 149 - 473
-------- ----------
Common stock and common stockequivalents (C) 64,734 48,834 57,389 49,032
======== ========= ======== ==========
Earnings per share:
Basic (A/B) $ (0.27) $ (0.42) $ (0.59) $ (0.32)
======== ========= ======== ==========
Diluted (A/C) $ (0.27) $ (0.42) $ (0.59) $ (0.32)
======== ========= ======== ==========
</TABLE>
5
<PAGE>
NOTE 3. STATEMENTS OF CASH FLOWS:
The supplemental schedule of non-cash activities for the nine months ended
September 30, 2000 and 1999 includes the following:
<TABLE>
<CAPTION>
(in thousands) 2000 1999
---- ----
<S> <C> <C>
Issuance of common shares in connection with business acquisitions, net $ 162,169 $ 9,895
Issuance of preferred shares in connection with business acquisitions, net $ 16,558 $ -
Payments accrued and liabilities assumed in connection with business
acquisitions $ 6,597 $ 20,579
Recognition of tax benefits from options and restricted stock $ 86 $ 1,903
Write-off of assets in connection with restructuring $ - $ 7,136
</TABLE>
NOTE 4. RELATED-PARTY TRANSACTIONS:
A member of the Board of Directors renders acquisition consulting services to
the Company pursuant to an agreement. The director's compensation is directly
contingent upon the successful completion of an acquisition. During the third
quarter of 2000, the director earned approximately $200,000 and was granted
100,000 options at fair market value under this agreement.
In the third quarter of 2000 the Company made lease payments of $75,000 to an
entity owned by its President and Chief Operating Officer both of whom are
current members of the Board of Directors. These payments related to the rent on
the office and warehouse facility occupied by the Starbelly.com operations.
Additionally, in the third quarter of 2000, general legal services were provided
to the Company by a law firm in which the brother of an officer and director of
the Company is a partner. The total amount of legal fees paid to this firm was
$70,000 in the third quarter of 2000.
NOTE 5: BUSINESS COMBINATIONS:
In September, 2000, the Company acquired substantially all of the assets of a
privately held integrated marketing company based in Ontario, Canada in exchange
for 2.1 million exchangeable shares of stock. The shares can be converted at the
holder's option into shares of the Company's common stock on a one-to-one basis.
As of September 30, 2000, all of the exchangeable shares were included in common
shares outstanding. The acquisition was accounted for as a purchase and is
reflected in the accompanying balance sheet as of September 30, 2000.
Approximately $10 million of goodwill was recorded in connection with this
transaction and is being amortized over a fifteen-year period. In addition, the
terms of the acquisition also included a three year earn-out agreement
(beginning January 1, 2001) that is based on the achievement of certain levels
of pretax income and is payable to the former shareholders in common stock.
6
<PAGE>
NOTE 6: BUSINESS SEGMENTS:
The Company's reportable segments are strategic business units that offer
different products and services. Summarized financial information by business
segment follows:
<TABLE>
<CAPTION>
Three months ended September 30, Nine months ended September 30,
(in thousands) 2000 1999 2000 1999
----------------------- ---------------------- ---------------------- ---------------------
<S> <C> <C> <C> <C>
Net Sales:
Branded solutions $ 127,641 $ 112,782 $ 375,321 $ 352,505
Marketing services 47,535 34,524 138,523 112,079
--------------------------------------- ----------------------- ---------------------- ---------------------- ---------------------
Total $ 175,176 $ 147,306 $ 513,844 $ 464,584
--------------------------------------- ----------------------- ---------------------- ---------------------- ---------------------
Operating loss:
Branded solutions $ (21,880) $ (35,610) $ (44,937) $ (32,297)
Marketing services 4,810 1,088 8,284 5,916
--------------------------------------- ----------------------- ---------------------- ---------------------- ---------------------
Total $ (17,070) $ (34,522) $ (36,653) $ (26,381)
--------------------------------------- ----------------------- ---------------------- ---------------------- ---------------------
</TABLE>
7
<PAGE>
NOTE 6: COMPREHENSIVE INCOME:
The Company's comprehensive income includes net income and unrealized gains and
losses from currency translation. The calculation of total comprehensive income
for the nine month periods ending September 30, 2000 and 1999 is as follows:
<TABLE>
<CAPTION>
(in thousands) Three months ended Nine months ended
September 30, September 30,
------------------------------------- ----------------------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net loss for the period $(16,676) $(20,583) $ (32,365) $ (15,531)
Other comprehensive gain (loss),
net of taxes
(56) (544) 451 (1,280)
---------- ---------- --------- ----------
Comprehensive loss
$(16,732) $(21,127) $ (31,914) $ (16,811)
========= ========= ========== ==========
</TABLE>
NOTE 7: RESTRUCTURING AND OTHER CHARGES:
In July 1999, the Company adopted a plan to restructure its promotional product
operations and to a lesser extent its telemarketing and marketing service
divisions. The focus of the restructuring is to centralize back office
functions, consolidate distribution capabilities and information systems and
streamline the management reporting structure. The restructuring will result in
the elimination of approximately 200 positions and the consolidation and closing
of over 20 offices/warehouses.
During the third quarter of 1999 the Company recorded a charge to operations of
$30.0 million. Major components of the charge related to lease buyouts and
accruals, asset write-downs, severance and termination costs and other charges.
As of September 30, 2000, approximately 50 of the anticipated employee
terminations have occurred. The Company anticipates the restructuring will be
completed by December 31, 2000. The following is a roll-forward of the
restructuring reserve for the first nine months of 2000:
<TABLE>
<CAPTION>
(in thousands) 12/31/99 9/30/00
ACCRUAL UTILIZED ACCRUAL
------- -------- -------
<S> <C> <C> <C>
Facility consolidation $ 12,795 $ 200 $12,595
Asset write-downs - - -
Severance and termination costs 2,579 743 1,836
Other charges 260 133 127
--------- --------- --------
Total $ 15,634 $ 1,076 $14,558
======== ======== =======
</TABLE>
8
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
Net sales for the third quarter of 2000 increased 18.9% to $175.2 million
compared to $147.3 million in the corresponding quarter of 1999. Sales generated
by the branded solutions and marketing services increased 13.2%, and 37.7%
respectively over the prior year.
Recurring gross profit increased to 33.5% of net sales ($58.6 million) in the
third quarter of 2000 from 52.9% of net sales ($48.6 million) in the third
quarter of 1999. The increase in the percentage was primarily due to a change in
the sales mix toward the higher margin marketing services business segment. The
recurring amount for 1999 excludes approximately $2.7 million of expenses
incurred as a part of the Company's restructuring plan.
Selling expenses as a percentage of net sales decreased to 13.8% in the third
quarter of 2000 ($24.2 million) compared to 14.7% in the third quarter of 1999
($21.7 million). The decrease as a percentage is primarily due to more efficient
leverage of fixed cost selling in the branded solutions business segment.
Additionally, the change in sales mix towards the marketing services business
impacted the overall percentage. The marketing services segment does not have
the same selling expense component, primarily commissions, as the branded
solutions segment.
Recurring general and administrative expenses for the third quarter of 2000 were
$51.6 million compared to $31.4 million for the same period last year. The
majority of the increase is attributable to the Branded Solutions business
segment which includes approximately $13.2 million of goodwill amortization and
approximately $3.6 million of additional payroll costs related to the
acquisition of Starbelly.com. G&A expenses in the marketing services business
segment for the third quarter of 2000 increased approximately $2.2 million from
the same period last year. The increase is attributable almost entirely to
payroll costs incurred to support the revenue growth of the Marketing Service
business units.
The above translates to a recurring operating loss of $17.1 million in the third
quarter of 2000 compared to a recurring operating loss of $4.5 million in the
third quarter of 1999.
Earnings before interest, taxes, depreciation and amortization (EBITDA) for the
third quarter of 2000 was $27,000 compared to negative $784,000 for the
comparative period in 1999.
In the third quarter of 2000 the Company had net interest expense of $1,346,000
compared to $217,000 of net interest income in the third quarter of 1999. The
overall increase primarily related to the increased debt levels required to
finance the integration of Starbelly.com.
NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
Net sales for the first nine months of 2000 increased 10.6% to $513.8 million
compared to $464.6 million in the corresponding period of 1999. Sales generated
by the promotional products and marketing services increased 6.5%, and 23.6%
respectively over the prior year.
Recurring gross profit decreased to 33.1% of net sales ($170.1 million) in the
first nine months of 2000 from 34.1% of net sales ($158.4 million) in the
corresponding period of 1999. The decrease was primarily due to a change in the
sales mix of products sold in the branded solutions business segment. The
recurring amount in 1999 excludes $2.7 million of expense incurred as a part of
the Company's restructuring plan. Additionally, 1999 includes certain high
margin consumer premium sales that did not recur in 2000.
9
<PAGE>
Selling expenses as a percentage of net sales decreased to 14.2% in the first
nine months of 2000 ($73.1 million) compared to 14.4% in the corresponding
period of 1999 ($66.7 million). The decrease is primarily due to a change in
overall sales mix between Marketing Services and the Branded Solutions business
segments.
General and administrative expenses for the nine months ended September 30, 2000
were $133.7 million compared to $88.1 million a year earlier. The majority of
the increase relates to the Branded Solutions business unit, particularly an
increase in goodwill amortization (approximately $22 million) and additional
administrative payroll (approximately $6.7 million) related to the acquisition
of Starbelly.com. G&A expenses in marketing services business units increased
approximately $8 million and relate largely to personnel costs necessary to
support the revenue growth.
The above translates to a recurring operating loss of $36.7 million in 2000
compared to recurring operating income of $3.6 million in 1999.
EBITDA for the first nine months of 2000 was negative $3,000,000 versus
$13,100,000 million for the comparative period in 1999.
In the first nine months of 2000 the Company had net interest expense of
$2,686,000 compared to $496,000 of net interest income in the corresponding
period of 1999.
LIQUIDITY AND CAPITAL RESOURCES
On March 31, 2000, the Company refinanced its unsecured revolving line of credit
with a secured revolving credit facility ("Revolver") totaling $80 million. The
facility allows for available borrowings based on a calculation related to the
domestic accounts receivable balance of the Company. The facility bears interest
at either a range of prime plus .20% to .85% or LIBOR plus a range between 1.25%
and 2.35% based on a defined ratio. The agreement contains certain financial
covenants that the Company must meet, including minimum tangible net worth,
maximum leverage and interest coverage. As of September 30, 2000, the Company
was either in compliance or had obtained waivers for the financial convenants as
set forth in the credit agreement.
In addition to the facility discussed above, one of the Company's European
subsidiaries has revolving credit facilities with several banks. These
facilities provide for borrowings of up to $5 million at rates ranging from
8-13% and are generally unsecured.
As of September 30, 2000, the Company's working capital was $131.2 million
compared to $139.4 million at December 31, 1999. Capital expenditures for
property and equipment were approximately $21.9 million for the first nine
months of 2000, and management expects capital expenditures to be approximately
$25 million for the full year of 2000, excluding acquisitions.
The Company anticipates its current level of cash and cash equivalents as well
as future operating cash flows and funds available under its credit facilities
will be adequate to satisfy its cash needs for the foreseeable future.
FORWARD-LOOKING STATEMENTS
Statements contained in this Management's Discussion and Analysis of Financial
Condition and the Results of Operations regarding the amount and nature of
planned capital expenditures, the seasonality of the Company's future business,
the Company's belief that available cash will be sufficient to satisfy its
future needs, HA-LO's anticipated
10
<PAGE>
profitability in 2000 are forward-looking statements that involve substantial
risks and uncertainties. Following are important factors that could cause the
Company's actual results to differ materially from those implied by such
forward-looking statements: The Company's growth will be dependent, in large
part, upon its ability to hire, motivate and retain high quality sales
representatives. The Company does not maintain its own manufacturing facilities
and is dependent upon domestic and foreign manufacturers for its supply of
branded solutions. The branded solutions, marketing services and telemarketing
industries are very competitive. The Company has experienced and may continue to
experience rapid growth, which growth has placed and may place significant
demands on its management and resources. Increased profitability will depend
upon the Company's ability to manage its growth and to integrate acquired
companies into its existing operations. Readers are encouraged to review HA-LO'S
1999 Annual Report on Form 10-K and quarterly reports on Form 10-Q for other
important factors that may cause actual results to differ materially from those
implied in these forward looking-statements.
11
<PAGE>
PART II. OTHER INFORMATION
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of Shareholders of the Company held on August 31,
2000, a proposal to elect the following nine directors to serve until the next
Annual Meeting of Shareholders or until their successors are duly elected and
qualified, was approved by the margins indicated:
<TABLE>
<CAPTION>
NUMBER OF SHARES
----------------
FOR WITHHELD
--- --------
<S> <C> <C>
John R. Kelley, Jr. 52,446,666 2,563,041
Lou Weisbach. 52,299,201 2,710,506
Linden D. Nelson 52,440,798 2,568,909
Bradley A. Keywell 52,443,044 2,566,663
Eric P. Lefkofsky 52,429,778 2,579,929
Marshall J. Katz 52,320,094 2,689,613
Thomas Herskovits 52,361,818 2,647,889
Brian M. Hermelin 52,443,771 2,565,936
Richard A. Heise, Jr. 52,432,058 2,577,649
</TABLE>
A proposal to change the state of incorporation of the Company from
Illinois to Delaware by the merger of the Company into a wholly-owned subsidiary
of the Company which is incorporated under the laws of Delaware, was approved
with 36,247,964 shares cast for, 2,148,701 shares cast against and 70,210
abstaining.
A proposal to approve the adoption of the HA-LO Industries, Inc. 2000
Stock Option Plan was approved with 30,285,041 shares cast for, 8,018,288 shares
cast against and 163,546 abstaining.
A proposal to ratify the reappointment of the firm of Arthur Andersen
LLP as the Company's independent auditors for 2000 was approved with 54,808,104
shares cast for, 154,352 shares cast against and 47,251 abstaining.
A proposal to approve any proposal to postpone or adjourn the meeting,
if proposed by the board of directors, was approved with 48,677,034 shares cast
for, 6,101,559 shares cast against and 231,114 abstaining.
12
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27.0 - Financial Data Schedule for the nine month
period ended September 30, 2000.
(b) Reports on Form 8-K
The Company filed a report on Form 8-K on September 1, 2000
with respect to the reincorporation of the Company in the
State of Delaware.
13
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HA-LO INDUSTRIES, INC.
Dated: November 13, 2000 /s/ GREGORY J. KILREA
---------------------
Gregory J. Kilrea
Duly Authorized Officer
and Chief Financial Officer
14
