-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VgEZmT91EpomQ6a+CL58fcGWrJobUCowDywtnRPQHIVcjpnf3fUvJxu3aeXaPoQV vxJGQj30JyQi82+DQy3+6Q== 0000950116-97-001445.txt : 19970812 0000950116-97-001445.hdr.sgml : 19970812 ACCESSION NUMBER: 0000950116-97-001445 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970811 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HARMONY HOLDINGS INC CENTRAL INDEX KEY: 0000878246 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 954333330 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42207 FILM NUMBER: 97654836 BUSINESS ADDRESS: STREET 1: 1990 WESTWOOD BLVD STREET 2: SUITE 310 CITY: LOS ANGELES STATE: CA ZIP: 90025-4676 BUSINESS PHONE: 3104467700 MAIL ADDRESS: STREET 1: 1990 WESTWOOD INC CITY: LOA ANGLES STATE: CA ZIP: 90025 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LAKEN GLENN B CENTRAL INDEX KEY: 0001043223 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 30 S WACKER DR STREET 2: STE 106 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3126483727 MAIL ADDRESS: STREET 1: 30 S WACKER DR STREET 2: STE 1606 CITY: CHICAGO STATE: IL ZIP: 60606 SC 13D/A 1 PAGE 1 OF 22 PAGES UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* HARMONY HOLDINGS, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common - -------------------------------------------------------------------------------- (Title of Class of Securities) 413223108 ---------------------------------------- (CUSIP Number) Steven B. Nagler, Esq. 2275 Half Day Road, Suite 320, Bannockburn, Illinois 60015 - ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 6, 1997 ------------------------------------------------------------ (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 [ ]. 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 2 OF 22 PAGES SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP NO. 413223108 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON Glenn Bradley Laken - ---------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY: - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS (SEE INSTRUCTIONS): PF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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 600,000 OWNED BY -------------------------------------------- EACH 8. SHARED VOTING POWER REPORTING PERSON WITH None -------------------------------------------- 9. SOLE DISPOSITIVE POWER 600,000 -------------------------------------------- 10. SHARED DISPOSITIVE POWER None - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 600,000 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.0% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IN - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PAGE 3 OF 22 PAGES SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP NO. 413223108 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON Steven B. Nagler - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY: - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS (SEE INSTRUCTIONS): PF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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 9,974 OWNED BY -------------------------------------------- EACH 8. SHARED VOTING POWER REPORTING PERSON WITH None -------------------------------------------- 9. SOLE DISPOSITIVE POWER 9,974 -------------------------------------------- 10. SHARED DISPOSITIVE POWER None - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 9,974 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .15% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IN - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PAGE 4 OF 22 PAGES SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP NO. 413223108 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON Donald Sliter - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY: - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS (SEE INSTRUCTIONS): PF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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 192,292 OWNED BY -------------------------------------------- EACH 8. SHARED VOTING POWER REPORTING PERSON WITH None -------------------------------------------- 9. SOLE DISPOSITIVE POWER 192,292 -------------------------------------------- 10. SHARED DISPOSITIVE POWER None - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 192,292 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.98% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IN - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PAGE 5 OF 22 PAGES SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP NO. 413223108 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON Randall Berman - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY: - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS (SEE INSTRUCTIONS): PF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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 86,920 OWNED BY -------------------------------------------- EACH 8. SHARED VOTING POWER REPORTING PERSON WITH None -------------------------------------------- 9. SOLE DISPOSITIVE POWER 86,920 -------------------------------------------- 10. SHARED DISPOSITIVE POWER None - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 86,920 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.35% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IN - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PAGE 6 OF 22 PAGES SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP NO. 413223108 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON Lane Laken, M.D. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY: - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS (SEE INSTRUCTIONS): PF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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 47,500 OWNED BY -------------------------------------------- EACH 8. SHARED VOTING POWER REPORTING PERSON WITH None -------------------------------------------- 9. SOLE DISPOSITIVE POWER 47,500 -------------------------------------------- 10. SHARED DISPOSITIVE POWER None - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 47,500 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .74% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IN - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PAGE 7 OF 22 PAGES SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP NO. 413223108 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON Robert Totten - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY: - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS (SEE INSTRUCTIONS): PF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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 50,000 OWNED BY -------------------------------------------- EACH 8. SHARED VOTING POWER REPORTING PERSON WITH None -------------------------------------------- 9. SOLE DISPOSITIVE POWER 50,000 -------------------------------------------- 10. SHARED DISPOSITIVE POWER None - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 50,000 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .77% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IN - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PAGE 8 OF 22 PAGES CUSIP NO. 413223108 SCHEDULE 13-D HARMONY HOLDINGS, INC. Item 1. Security and issuer: Harmony Holdings, Inc. 1990 Westwood Blvd. Suite 310 Los Angeles, California 90025-4676 Common Stock of Harmony Holdings, Inc. Item 2. Identity and Background: (a) Glenn Bradley Laken (b) 30 S. Wacker Drive Suite 1606 Chicago, Illinois 60606 (c) Self Employed Commodity Trader (d) The reporting person has not been involved in any criminal proceedings. (e) The reporting person has never been a party to any civil judicial or administrative proceeding in which there has been any finding of any violation of any federal or state securities laws. (f) U.S.A. Item 3. Source and Amount of Funds or Other Considerations: All acquisitions of the common stock of the issuer were acquired by the reporting person using his personal funds. The options to acquire the common stock were granted to the reporting person for providing consulting services to the issuer. Item 4. Purpose of Transaction: The reporting person acquired the common stock and options of the issuer for investment purposes. The reporting person does have an intent to acquire additional securities (common stock) of the issuer. The reporting person views the recent change of control of the Board of Directors of the issuer to be problematic and believes such change is not in the issuer's best interests. The reporting person may seek to obtain representation on or control the Board of Directors of the issuer, which would result in a change in some or all of the current members of the Board of Directors of the issuer. The reporting person would also consider selling his shares of the issuer, depending upon the circumstances and future developments. PAGE 9 OF 22 PAGES CUSIP NO. 413223108 Except as set forth above, the reporting person does not have any plans or proposals which relate to or would result in any of the following: (a) The acquisition of additional securities of the issuer, or the disposition of securities of the issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries; (d) Any material change in the present capitalization or dividend policy of the issuer; (e) Any other material change in the issuer's business or corporate structure; (f) Changes in the issuer's charter, by-laws, or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; (g) A class of securities of the issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (h) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934. Item 5. Interest in Securities of issuer. (a) The reporting person owns directly and/or beneficially 400,000 shares of the common stock of the issuer. In addition, the reporting person owns options to acquire an additional 200,000 shares of such stock for $1.50 per share, which options are currently exercisable. The reporting person may be deemed to beneficially own the shares owned by the other persons joining this filing because of the understanding among them that they will all vote their shares at the direction of Glenn Laken, however, such understanding is not in writing and any party to such understanding may decline to vote his shares as directed by Glenn Laken. If Glenn Laken is deemed to beneficially own all of such shares, he would beneficially own 786,686 shares (excluding the 200,000 options he holds), which to his knowledge is 12.17% of all outstanding shares of issuer (excluding the 200,000 options he holds; 14.81% of all outstanding shares of issuer including the shares underlying such 200,000 options). The reporting person believes that there are 6,462,429 shares of common stock of the issuer outstanding. (b) The reporting person has the sole power to vote or to direct the vote of 400,000 shares of the common stock of the issuer (exclusive of the 200,000 options he holds). Glenn Laken may also be deemed to have the power to direct the vote of the shares of the other persons joining this filing, for an additional 386,686 shares of the issuer of which Glenn Laken can direct the vote, however, any such person may decline to vote his shares as directed by Glenn Laken. The reporting person has the sole power to dispose PAGE 10 OF 22 PAGES CUSIP NO. 413223108 or direct the disposition of 400,000 shares of said stock (excluding the 200,000 options he holds). (c) In the past sixty days, the reporting person has made the following open market purchase transactions in the issuer's stock, all effectuated in his personal account at Spear, Leeds & Kellogg: Date # of Shares Price July 23, 1997 5200 2 19/32 5000 2 19/32 July 22, 1997 5000 2 9/16 2000 2 9/16 5000 2 19/32 July 15, 1997 2500 2 5/8 July 14, 1997 1000 2 13/32 July 10, 1997 2500 2 15/32 200 2 15/32 2000 2 15/32 July 7, 1997 200 2 17/32 1000 2 19/32 July 20, 1997 2000 2 11/32 2500 2 3/8 200 2 7/16 200 2 7/16 July 3, 1997 200 2 1/2 June 27, 1997 500 2 1/4 2000 2 1/4 2000 2 1/4 2000 2 9/32 3000 2 9/32 June 26, 1997 2400 2 5/16 June 25, 1997 3000 2 1/4 2500 2 1/4 June 20, 1997 5000 2 13/16 June 17, 1997 2000 2 1/8 500 2 3/16 June 16, 1997 10000 2 June 6, 1997 500 1 29/32 2500 1 15/16 1000 2 (d) N/A (e) N/A CUSIP NO. 413223108 PAGE 11 OF 22 PAGES Item 6. Contracts, Arrangements, Individuals or Relationship with Respect to Securities of the issuer: The reporting person and the other persons joining this filing of Schedule 13D have all agreed to vote their stock of the issuer as directed by Glenn Laken, the reporting person, with respect to any and all matters. Item 7. Material to be Filed as Exhibits. A joint filing statement is filed as an Exhibit to this Schedule 13D. Items 2 - 6 inclusive for Steven B. Nagler Item 2. Identity and Background: (a) Steven B. Nagler (b) 2275 Half Day Road Suite 320 Bannockburn, Illinois 60015 (c) Attorney (d) The reporting person has not been involved in any criminal proceedings. (e) The reporting person has never been a party to any civil judicial or administrative proceeding in which there has been any finding of any violation of any federal or state securities laws. (f) U.S.A. Item 3. Source and Amount of Funds or Other Considerations: All acquisitions of the common stock of the issuer were acquired by the reporting person using his personal funds. Item 4. Purpose of Transaction: The reporting person acquired the common stock of the issuer for investment purposes. The reporting person may acquire additional securities (common stock) of the issuer depending on market conditions and the economic performance of the issuer. The reporting person views the recent change of control of the Board of Directors of the issuer to be problematic and believes such change is not in the issuer's best interests. The reporting person may seek to obtain representation on or control the Board of Directors of the issuer, which would result in a change in some or all of the current members of the Board of Directors of the issuer. The reporting person would also consider selling his shares of the issuer, depending upon the circumstances and future developments. Except as set forth above, the reporting person does not have any plans or proposals which relate to or would result in any of the following: CUSIP NO. 413223108 PAGE 12 OF 22 PAGES (a) The acquisition of additional securities of the issuer, or the disposition of securities of the issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries; (d) Any material change in the present capitalization or dividend policy of the issuer; (e) Any other material change in the issuer's business or corporate structure; (f) Changes in the issuer's charter, by-laws, or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; (g) A class of securities of the issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (h) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934. Item 5. Interest in Securities of issuer. (a) The reporting person owns directly and/or beneficially 9,974 shares of the common stock of the issuer. The reporting person believes that there are 6,462,429 shares of common stock of the issuer outstanding. (b) The reporting person has the sole power to vote or to direct the vote of 9,974 shares of the common stock of the issuer. The reporting person has the sole power to dispose or direct the disposition of 9,974 shares of said stock. (c) In the past sixty days, the reporting person has made the following open market purchase transaction in the issuer's stock, effectuated in his personal account at a retail brokerage firm: Date # of Shares Price June 19, 1997 5000 2 1/32 (d) N/A (e) N/A Item 6. Contracts, Arrangements, Individuals or Relationship with Respect to Securities of the issuer: The reporting person and the other persons joining this filing of Schedule 13D have all agreed to vote their stock of the issuer as directed by Glenn Laken with respect to any and all matters. Item 7. Material to be Filed as Exhibits. A joint filing statement is filed as an Exhibit to this Schedule 13D. CUSIP NO. 413223108 PAGE 13 OF 22 PAGES Items 2 - 6 inclusive for Donald Sliter Item 2. Identity and Background: (a) Donald Sliter (b) c/o Glenn Bradley Laken 30 S. Wacker Drive Suite 1606 Chicago, Illinois 60606 (c) Commodity Trader with D & G Futures, Inc. Member of Mercantile Exchange (d) The reporting person has not been involved in any criminal proceedings. (e) The reporting person has never been a party to any civil judicial or administrative proceeding in which there has been any finding of any violation of any federal or state securities laws. (f) U.S.A. Item 3. Source and Amount of Funds or Other Considerations: All acquisitions of the common stock of the issuer were acquired by the reporting person using his personal funds. Item 4. Purpose of Transaction: The reporting person acquired the common stock of the issuer for investment purposes. The reporting person may acquire additional securities (common stock) of the issuer depending upon market conditions and the economic performance of the issuer. The reporting person views the recent change of control of the Board of Directors of the issuer to be problematic and believes such change is not in the issuer's best interests. The reporting person may seek to obtain representation on or control the Board of Directors of the issuer, which would result in a change in some or all of the current members of the Board of Directors of the issuer. The reporting person would also consider selling his shares of the issuer, depending upon the circumstances and future developments. Except as set forth above, the reporting person does not have any plans or proposals which relate to or would result in any of the following: (a) The acquisition of additional securities of the issuer, or the disposition of securities of the issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries; (d) Any material change in the present capitalization or dividend policy of the issuer; (e) Any other material change in the issuer's business or corporate structure; CUSIP NO. 413223108 PAGE 14 OF 22 PAGES (f) Changes in the issuer's charter, by-laws, or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; (g) A class of securities of the issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (h) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934. Item 5. Interest in Securities of issuer. (a) The reporting person owns directly and/or beneficially 192,292 shares of the common stock of the issuer. The reporting person believes that there are 6,462,429 shares of common stock of the issuer outstanding. (b) The reporting person has the sole power to vote or to direct the vote of 192,292 shares of the common stock of the issuer. The reporting person has the sole power to dispose or direct the disposition of 192,292 shares of said stock. (c) On June 20, 1997 the reporting person in a private transaction transferred 5000 shares of stock to a family member. In the past sixty days, the reporting person has also made the following open market transactions in the issuer's stock, all effectuated in his personal account at a retail brokerage firm: Type of Date Transaction # of Shares Price August 4, 1997 sale 4760 2 1/2 August 1, 1997 sale 25000 2 17/32 July 29, 1997 purchase 3000 2 11/16 July 25, 1997 purchase 6200 2 23/32 July 23, 1997 purchase 4850 2 5/8 purchase 10000 2 5/8 July 22, 1997 purchase 5180 2 19/32 July 18, 1997 purchase 3000 2 9/16 July 16, 1997 purchase 3820 2 11/16 purchase 5000 2 23/32 July 15, 1997 purchase 7000 2 21/32 July 14, 1997 purchase 3150 2 9/16 June 23, 1997 sale 712 2 1/8 June 16, 1997 purchase 712 2 3/32 purchase 5155 2 1/16 June 13, 1997 purchase 20000 2 1/32 (d) N/A (e) N/A Item 6. Contracts, Arrangements, Individuals or Relationship with Respect to Securities of the issuer: The reporting person and the other persons joining this filing of Schedule 13D have all agreed to vote their stock of the issuer as directed by Glenn Laken with respect to any and all matters. Item 7. Material to be Filed as Exhibits. A joint filing statement is filed as an Exhibit to this Schedule 13D. CUSIP NO. 413223108 PAGE 15 OF 22 PAGES Items 2 - 6 inclusive for Randall Berman Item 2. Identity and Background: (a) Randall Berman (b) c/o Glenn Bradley Laken 30 S. Wacker Drive Suite 1606 Chicago, Illinois 60606 (c) Self Employed Commodity Trader Member of Mercantile Exchange (d) The reporting person has not been involved in any criminal proceedings. (e) The reporting person has never been a party to any civil judicial or administrative proceeding in which there has been any finding of any violation of any federal or state securities laws. (f) U.S.A. Item 3. Source and Amount of Funds or Other Considerations: All acquisitions of the common stock of the issuer were acquired by the reporting person using his personal funds. Item 4. Purpose of Transaction: The reporting person acquired the common stock of the issuer for investment purposes. The reporting person may acquire additional securities (common stock) of the issuer depending upon market conditions and the economic performance of the issuer. The reporting person views the recent change of control of the Board of Directors of the issuer to be problematic and believes such change is not in the issuer's best interests. The reporting person would also consider selling his shares of the issuer, depending upon the circumstances and future developments. Except as set forth above, the reporting person does not have any plans or proposals which relate to or would result in any of the following: (a) The acquisition of additional securities of the issuer, or the disposition of securities of the issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries; (d) Any material change in the present capitalization or dividend policy of the issuer; (e) Any other material change in the issuer's business or corporate structure; CUSIP NO. 413223108 PAGE 16 OF 22 PAGES (f) Changes in the issuer's charter, by-laws, or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; (g) A class of securities of the issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (h) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934. Item 5. Interest in Securities of issuer. (a) The reporting person owns directly and/or beneficially 86,920 shares of the common stock of the issuer. The reporting person believes that there are 6,462,429 shares of common stock of the issuer outstanding. (b) The reporting person has the sole power to vote or to direct the vote of 86,920 shares of the common stock of the issuer. The reporting person has the sole power to dispose or direct the disposition of 86,920 shares of said stock. (c) In the past sixty days, the reporting person has made the following open market purchase transactions in the issuer's stock, effectuated in his personal account at a retail brokerage firm: Date # of Shares Price July 23, 1997 5000 2 5/8 July 11, 1997 10000 2 17/32 June 17, 1997 4850 2 1/16 (d) N/A (e) N/A Item 6. Contracts, Arrangements, Individuals or Relationship with Respect to Securities of the issuer: The reporting person and the other persons joining this filing of Schedule 13D have all agreed to vote their stock of the issuer as directed by Glenn Laken with respect to any and all matters. Item 7. Material to be Filed as Exhibits. A joint filing statement is filed as an Exhibit to this Schedule 13D. CUSIP NO. 413223108 PAGE 17 OF 22 PAGES Items 2 - 6 inclusive for Lane Laken, M.D. Item 2. Identity and Background: (a) Lane Laken, M.D. (b) c/o Glenn Bradley Laken 30 S. Wacker Drive Suite 1606 Chicago, Illinois 60606 (c) Orthopedic Surgeon (d) The reporting person has not been involved in any criminal proceedings. (e) The reporting person has never been a party to any civil judicial or administrative proceeding in which there has been any finding of any violation of any federal or state securities laws. (f) U.S.A. Item 3. Source and Amount of Funds or Other Considerations: All acquisitions of the common stock of the issuer were acquired by the reporting person using his personal funds. Item 4. Purpose of Transaction: The reporting person acquired the common stock of the issuer for investment purposes. The reporting person may acquire additional securities (common stock) of the issuer depending upon market conditions and the economic performance of the issuer. The reporting person views the recent change of control of the Board of Directors of the issuer to be problematic and believes such change is not in the issuer's best interests. The reporting person would also consider selling his shares of the issuer, depending upon the circumstances and future developments. Except as set forth above, the reporting person does not have any plans or proposals which relate to or would result in any of the following: (a) The acquisition of additional securities of the issuer, or the disposition of securities of the issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries; (d) Any material change in the present capitalization or dividend policy of the issuer; (e) Any other material change in the issuer's business or corporate structure; CUSIP NO. 413223108 PAGE 18 OF 22 PAGES (f) Changes in the issuer's charter, by-laws, or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; (g) A class of securities of the issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (h) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934. Item 5. Interest in Securities of issuer. (a) The reporting person owns directly and/or beneficially 47,500 shares of the common stock of the issuer. The reporting person believes that there are 6,462,429 shares of common stock of the issuer outstanding. (b) The reporting person has the sole power to vote or to direct the vote of 47,500 shares of the common stock of the issuer. The reporting person has the sole power to dispose or direct the disposition of 47,500 shares of said stock. (c) In the past sixty days, the reporting person has made the following open market purchase transactions in the issuer's stock, all effectuated in his personnal account at a retail brokerage firm: Date # of Shares Price June 17, 1997 2000 2 1/8 June 6, 1997 2500 1 15/16 (d) N/A (e) N/A Item 6. Contracts, Arrangements, Individuals or Relationship with Respect to Securities of the issuer: The reporting person and the other persons joining this filing of Schedule 13D have all agreed to vote their stock of the issuer as directed by Glenn Laken with respect to any and all matters. Item 7. Material to be Filed as Exhibits. A joint filing statement is filed as an Exhibit to this Schedule 13D. CUSIP NO. 413223108 PAGE 19 OF 22 PAGES Items 2 - 6 inclusive for Robert Totten Item 2. Identity and Background: (a) Robert Totten (b) c/o Glenn Bradley Laken 30 S. Wacker Drive Suite 1606 Chicago, Illinois 60606 (c) Private Investor (d) The reporting person has not been involved in any criminal proceedings. (e) The reporting person has never been a party to any civil judicial or administrative proceeding in which there has been any finding of any violation of any federal or state securities laws. (f) U.S.A. Item 3. Source and Amount of Funds or Other Considerations: All acquisitions of the common stock of the issuer were acquired by the reporting person using his personal funds. Item 4. Purpose of Transaction: The reporting person acquired the common stock of the issuer for investment purposes. The reporting person may acquire additional securities (common stock) of the issuer depending upon market conditions and the economic performance of the issuer. The reporting person views the recent change of control of the Board of Directors of the issuer to be problematic and believes such change is not in the issuer's best interests. The reporting person would also consider selling his shares of the issuer, depending upon the circumstances and future developments. Except as set forth above, the reporting person does not have any plans or proposals which relate to or would result in any of the following: (a) The acquisition of additional securities of the issuer, or the disposition of securities of the issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries; (d) Any material change in the present capitalization or dividend policy of the issuer; (e) Any other material change in the issuer's business or corporate structure; CUSIP NO. 413223108 PAGE 20 OF 21 PAGES (f) Changes in the issuer's charter, by-laws, or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; (g) A class of securities of the issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (h) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934. Item 5. Interest in Securities of issuer. (a) The reporting person owns directly and/or beneficially 50,000 shares of the common stock of the issuer. The reporting person believes that there are 6,462,429 shares of common stock of the issuer outstanding. (b) The reporting person has the sole power to vote or to direct the vote of 50,000 shares of the common stock of the issuer. The reporting person has the sole power to dispose or direct the disposition of 50,000 shares of said stock. (c) In the past sixty days, the reporting person has made no transactions in the issuer's stock. (d) N/A (e) N/A Item 6. Contracts, Arrangements, Individuals or Relationship with Respect to Securities of the issuer: The reporting person and the other persons joining this filing of Schedule 13D have all agreed to vote their stock of the issuer as directed by Glenn Laken, the reporting person, with respect to any and all matters. Item 7. Material to be Filed as Exhibits. A joint filing statement is filed as an Exhibit to this Schedule 13D. CUSIP NO. 413223108 PAGE 21 OF 22 PAGES Signature After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. /s/ Glenn Bradley Laken ------------------------- Glenn Bradley Laken /s/ Steven B. Nagler ------------------------- Steven B. Nagler /s/ Donald Sliter ------------------------- Donald Sliter /s/ Randall Berman ------------------------- Randall Berman /s/ Lane Laken, M.D. ------------------------- Lane Laken, M.D. /s/ Robert Totten ------------------------- Robert Totten CUSIP NO. 413223108 PAGE 22 OF 22 PAGES EXHIBIT TO SCHEDULE 13 Dated August 6, 1997 of Glenn Laken, Steven Nagler, Donald Sliter, Randall Berman, Lane Laken, M.D., and Robert Totten ---------------------------------------- JOINT FILING AGREEMENT ---------------------------------------- Glenn Laken ("Glenn"), Steven B. Nagler ("Nagler"), Donald Sliter ("Sliter"), Randall Berman ("Berman"), Lane Laken, M.D. ("Laken"), and Robert Totten ("Totten") hereby agree that the Schedule 13D to which this statement is attached is filed on behalf of Glenn, Nagler, Sliter, Berman, Laken, and Totten and that any amendments to such Schedule 13D may be filed on behalf of all and each of them by Glenn. /s/ Glenn Bradley Laken ------------------------- Glenn Bradley Laken /s/ Steven B. Nagler ------------------------- Steven B. Nagler /s/ Donald Sliter ------------------------- Donald Sliter /s/ Randall Berman ------------------------- Randall Berman /s/ Lane Laken, M.D. ------------------------- Lane Laken, M.D. /s/ Robert Totten ------------------------- Robert Totten -----END PRIVACY-ENHANCED MESSAGE-----