UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Grow Biz International, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
399817105000
-----------------------------
(CUSIP Number)
Sheldon T. Fleck
1400 International Centre
900 Second Avenue South
Minneapolis, Minnesota 55402
(612) 376-7489
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 21, 1996
--------------------------------
(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 [X]. (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 1 of 9 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 399817 10 5 Page 2 of 9 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sheldon T. Fleck
S.S.# ###-##-####
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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*
PF, 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
U.S.A.
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 278,800
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0
WITH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
278,800
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
278,800
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [X]
Excludes 80,000 shares held by reporting person's spouse as to
which reporting person disclaims beneficial ownership.
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.46 percent
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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
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 399817 10 5 Page 3 of 9 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Terry K. Fleck
S.S.# ###-##-####
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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*
PF, OO
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 80,000
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0
WITH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
80,000
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
80,000
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [X]
Excludes 278,800 shares held by reporting person's spouse as to
which reporting person disclaims beneficial ownership.
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.28 percent
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14 TYPE OF REPORTING PERSON*
IN
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<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer.
This filing relates to Common Stock of Grow Biz International,
Inc. (the "Issuer"), 4200 Dahlberg Drive, Minneapolis,
Minnesota 55422-4837.
Item 2. Identity and Background.
Persons Filing:
(a-1) Name: Sheldon T. Fleck.
(a-2) Business Address: 1400 International Centre, 900
Second Avenue South, Minneapolis, Minnesota 55402
(a-3) Principal Occupation: Private Investor
(a-4) Mr. Fleck has not, during the last five years, been
convicted in a criminal proceeding.
(a-5) Mr. Fleck was not, during the last five years, a
party to any civil proceeding as a result of which he
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.
(b-1) Name: Terry K. Fleck.
(b-2) Business Address: 1400 International Centre, 900
Second Avenue South, Minneapolis, Minnesota 55402
(b-3) Principal Occupation: Private Investor
(b-4) Ms. Fleck has not, during the last five years, been
convicted in a criminal proceeding.
(b-5) Ms. Fleck was not, during the last five years, a
party to any civil proceeding as a result of which
she 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.
Page 4 of 9
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
Sheldon T. Fleck purchased the shares he beneficially owns
with personal funds and funds borrowed under a margin account
maintained in Mr. Fleck's name with his broker.
Terry K. Fleck purchased the shares she beneficially owns with
personal funds and funds borrowed under a margin account
maintained in Ms. Fleck's name with her broker.
Item 4. Purpose of the Transaction.
The shares of Common Stock purchased by Sheldon and Terry
Fleck have been acquired for investment purposes. Either
investor may make additional purchases of Common Stock either
in the open market or in private transactions depending on his
or her evaluation of the Issuer's business, prospects and
financial condition, the market for the Common Stock, other
opportunities available to him or her, general economic
conditions, money and stock market conditions and other future
developments. Depending on the same factors, either investor
may decide in the future to sell all or part of his or her
respective investments in the Common Stock.
Although the purchases of shares of Common Stock have been
made for investment, at some future time either of the
investors might decide that it is desirable to seek to acquire
the Issuer or to seek to control or otherwise influence the
management and policies of the Issuer. At the present time the
Investors have made no decision to seek to acquire the Issuer
or to seek to control or otherwise influence the management or
policies of the Issuer.
Item 5. Interest in Securities of the Issuer.
Sheldon T. Fleck beneficially owns 278,800 shares of Grow Biz
International, Inc. Common Stock representing 4.46% of the
shares of Common Stock outstanding based on representations by
the Issuer as to the total number of shares of Common Stock
outstanding. Mr. Fleck has sole voting and investment power
over such shares. Mr. Fleck disclaims any beneficial ownership
of all shares held by Terry K. Fleck. Terry K. Fleck
beneficially owns 80,000 shares of Grow Biz International,
Inc. Common Stock representing 1.28% of the shares of Common
Stock outstanding based on representations by the Issuer as to
the total number of shares of Common Stock outstanding. Ms.
Fleck has sole voting and investment power over such shares.
Ms. Fleck disclaims any beneficial ownership of all shares
held by Sheldon T. Fleck.
Page 5 of 9
<PAGE>
The investors are filing this joint Schedule 13D because they
may be deemed to be a group within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934 (the "Exchange
Act") or each may be deemed to beneficially own the shares
held by the other. However, neither the filing of this
Schedule nor any of its contents shall be deemed to constitute
an admission that Sheldon T. Fleck and Terry K. Fleck are a
group for the purpose of Section 13(d) of the Exchange Act or
for any other purpose or that either is the beneficial owner
of any of the shares held by the other.
Sheldon T. Fleck effected the following transactions in the
Issuer's Common Stock during the 60 days prior to the date of
this Schedule 13D:
Number of Price Per
Transaction Trade Date Shares Share
Open market purchase 8/13/96 5,800 $7.38
Open market purchase 8/16/96 8,500 $7.38
Open market purchase 8/20/96 10,000 $7.19
Open market purchase 8/21/96 124,000 $6.94
Open market purchase 8/27/96 7,500 $7.31
Open market purchase 8/30/96 3,000 $8.19
Terry K. Fleck effected no transactions in the Issuer's Common
Stock during the 60 days prior to the date of this Schedule
13D.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
None.
Page 6 of 9
<PAGE>
Item 7. Material to be Filed as Exhibits.
1. Agreement to File Jointly.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.
Date: September 3, 1996.
By: /s/ Sheldon T. Fleck
Sheldon T. Fleck
By: /s/ Terry K. Fleck
Terry K. Fleck
Page 7 of 9
<PAGE>
EXHIBIT INDEX TO SCHEDULE 13D
EXHIBIT NUMBER DESCRIPTION
1 Agreement to File Jointly
570538
Page 8 of 9
<PAGE>
Exhibit 1
AGREEMENT TO FILE JOINTLY
The undersigned hereby agree and consent to the filing of a joint
Schedule 13D pursuant to the Securities Exchange Act of 1934. The parties hereto
acknowledge that the information in such Schedule 13D is true and correct as to
each of them.
/s/ Sheldon T. Fleck
Sheldon T. Fleck
/s/ Terry K. Fleck
Terry K. Fleck
Page 9 of 9
