OMB APPROVAL
OMB Number: 3235-0145
Expires: October 31, 1994
Estimated average burden
hours per response . . .14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
National Picture & Frame Co.
(Name of Issuer)
Common
(Title of Class of Securities)
637152109
(CUSIP Number)
Peter B. Foreman Sirius Corp. (312) 443-5240
225 W. Washington St., Suite 1650
Chicago, IL 60606
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
1/25/94
(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.
SEC 1746 (12-91)
*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).
SCHEDULE 13D
CUSIP No. 637152109 Page 1 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hesperus Partners Ltd.
36-2935432
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not applicable (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) []
Not applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois limited partnership
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 597,500
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
10 SHARED DISPOSITIVE POWER
597,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
597,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES []
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.56
14 TYPE OF REPORTING PERSON*
PN
*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. 1 of 6
SCHEDULE 13D
CUSIP No. 637152109 Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sirius Corporation
36-3167859
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not applicable (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) []
Not applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois corporation
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 597,500
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
10 SHARED DISPOSITIVE POWER
597,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
597,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES []
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.56
14 TYPE OF REPORTING PERSON*
CO
*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. 2 of 6
SCHEDULE 13D
CUSIP No. 637152109 Page 3 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sirius Partners, L.P.
36-3924079
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not applicable (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) []
Not applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois limited partnership
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 597,500
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
10 SHARED DISPOSITIVE POWER
597,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
597,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES []
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.56
14 TYPE OF REPORTING PERSON*
PN
*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. 3 of 6
INSTRUCTIONS FOR COVER PAGE
Item 1 Security and Issuer:
Common stock, $.01 Par Value (the "Shares")
National Picture & Frame Co.
1500 Commerce St.
Greenwood, MS 38930
Item 2 Identity and Background:
Hesperus Partners Ltd. ("Hesperus")
Hesperus is an Illinois limited partnership
Sirius Partners L.P. (the "General Partner")
The General Partner is an Illinois limited
partnership
Sirius Corporation ("Sirius")
Sirius is an Illinois corporation
Sirius is the general partner of the General Partner
which is the general partner of Hesperus, a private
investment fund.
225 W. Washington Street.
Suite 1650
Chicago, IL 60606
Item 2(d)
None of Sirius, Hesperus, the General Partner, any
officer or director of the General Partner have been
convicted in a criminal proceeding during the last five
years (excluding minor traffic violations or similar
misdemeanors).
Item 2(e)
None of Sirius, Hesperus, the General Partner, any
officer or director of the General Partner have been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a
judgment, decree or final order enjoining activities
subject to federal or state securities laws or finding
any violation with respect to such laws.
Item 3 Source and Amount of Funds or Other Consideration:
Investors' capital contributions
Item 4 Purpose of Transaction:
The securities purchased were strictly for investment
purposes.
Items 5(a)-(e)
Interest in Securities of the Issuer
Item 5(a)
Hesperus is the beneficial owner of 597,500 Shares, which
is 12.56% of the 4,755,555 outstanding Shares of the
Company as of June 10, 1994. Sirius controls the General
Partner, which in turn controls Hesperus. Mr. Peter B.
Foreman controls Sirius. Mr. Foreman is a United States
citizen.
Item 5(b)
Hesperus, by virtue of its beneficial ownership of the
Shares holds the power to dispose of 597,500 Shares.
Hesperus has the power to vote the foregoing Shares.
Sirius generally does not have the power to vote any of
the foregoing Shares, except in its capacity as general
partner of the General Partner. Mr. Peter B. Foreman
controls Sirius. Mr. Foreman is a United States citizen.
Sirius may act in its capacity as general partner of the
General Partner in connection with voting the Shares.
Item 5(c)
During the sixty (60) days preceding the date hereof,
Hesperus entered into the following transactions:
6/7/94 Purchased 298,800 Shares at 8.000 per share
Item 5(d)
Hesperus has the power to direct the receipt of dividends
from, or the proceeds from the sale of Shares.
Item 5(e)
Not applicable
Item 6 Contracts, Arrangements, Understandings or Relationships
with respect to Securities of the Issuer.
Not applicable
Item 7 Material to be filed as Exhibits
Not applicable
* * * * * * *
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 10, 1994
Sirius Corporation for itself
and as general partner, for
Sirius Partners L.P.
By:
Peter B. Foreman
President
Sirius Partners L.P., for
itself and, as general partner,
for Hesperus Partners, Ltd.
By:
Peter B. Foreman
President
