UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
Grow Biz International, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
399817 10 5
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(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)
February 21, 1997
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(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 [ ]. (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 7 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 399817 10 5 Page 2 of 7 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 627,000
OWNED BY ---------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0
WITH ---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
627,000
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
627,000
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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)
10.03%
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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 7 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
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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 80,000
OWNED BY --------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0
WITH --------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
80,000
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
80,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[X]
Excludes 627,000 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)
1.28%
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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.
No change.
Item 3. Source and Amount of Funds or Other Consideration.
No change.
Item 4. Purpose of the Transaction.
The shares of Common Stock purchased by Sheldon and Terry Fleck (the
"Investors") have been acquired for investment purposes. Each Investor
has indicated to the Issuer that he or she 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, the Investors intend to actively review their investments
and either of the Investors may at some point seek to acquire the
Issuer or seek to control or otherwise influence the management and
policies of the Issuer. The Investors may from time to time consider
and discuss with their financial advisors or others the desirability of
decreasing, maintaining or increasing their investment in the Issuer
and the viability and suitability of seeking to acquire the Issuer. The
Investors have no definitive intention at this time to acquire the
Issuer or to seek to control or otherwise influence the management and
policies of the Issuer.
Page 4 of 7
<PAGE>
Item 5. Interest in Securities of the Issuer.
Sheldon T. Fleck beneficially owns 627,000 shares of Grow Biz
International, Inc. Common Stock representing 10.03% 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.
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 since the most recent filing of Schedule 13D.
Number of Price Per
Transaction Trade Date Shares Share
Open market purchase 02/07/97 1,000 $8.88
Open market purchase 02/21/97 124,000 $10.56
Terry K. Fleck effected no transactions in the Issuer's Common Stock
since the most recent filing of Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None.
Page 5 of 7
<PAGE>
Item 7. Material to be Filed as Exhibits.
1. Agreement to File Jointly--incorporated by reference to
Exhibit 1 to Schedule 13D dated September 3, 1996.
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: March 12, 1997.
By: /s/ Sheldon T. Fleck
Sheldon T. Fleck
By: /s/ Terry K. Fleck
Terry K. Fleck
Page 6 of 7
<PAGE>
EXHIBIT INDEX TO SCHEDULE 13D
EXHIBIT NUMBER DESCRIPTION
1 Agreement to File Jointly--incorporated by reference
to Exhibit 1 to Schedule 13D dated September 3, 1996.
Page 7 of 7
