-----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, Cim7czEQl3ogRzb1+pfYESVEfBjIyN7ZQkOm3kKwvyj6ITiKsXJY1hSY2cwSsIbO IB8Cit76XPx8W890/t+gmw== 0000923893-96-000003.txt : 19960702 0000923893-96-000003.hdr.sgml : 19960702 ACCESSION NUMBER: 0000923893-96-000003 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960610 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SPORTSMANS GUIDE INC CENTRAL INDEX KEY: 0000791450 STANDARD INDUSTRIAL CLASSIFICATION: 5961 IRS NUMBER: 411293081 STATE OF INCORPORATION: MN FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39065 FILM NUMBER: 96578571 BUSINESS ADDRESS: STREET 1: 411 FARWELL AVENUE SO CITY: ST PAUL STATE: MN ZIP: 55075 BUSINESS PHONE: 6124513030 MAIL ADDRESS: STREET 1: 411 FARWELL AVE CITY: S ST PAUL STATE: MN ZIP: 55075 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SHIEL VINCENT W ET AL CENTRAL INDEX KEY: 0000923893 STANDARD INDUSTRIAL CLASSIFICATION: FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 6900 GOLF HOUSE DR CITY: HOBE SOUND STATE: FL ZIP: 33455 BUSINESS PHONE: 4075468128 SC 13D 1 VINCENT W. SHIEL ET AL. Amendment No. 5 The Sportsman's Guide, Inc. Common Stock CUSIP Number 848907 10 1 Filing Fee: None CUSIP No. 848907 10 1 Item 1: Reporting Person - Vincent W. Shiel/The Amended Vincent W. Shiel Revocable Trust dated January 18, 1989 Item 2: (b) Disclaims membership in a group Item 4: PF Item 6: United States Item 7: 5,723,503 Item 8: 1,200,008 Item 9: 5,723,503 Item 10: 1,200,008 Item 11: 6,923,511 Item 13: 28.1% Item 14: IN/OO CUSIP No. 848907 10 1 Item 1: Reporting Person - Helen M. Shiel/The Amended Helen M. Shiel Revocable Trust dated January 23, 1989 Item 2: (b) Disclaims membership in a group Item 4: PF Item 6: United States Item 7: 1,200,008 Item 8: 5,723,503 Item 9: 1,200,008 Item 10: 5,723,503 Item 11: 6,923,511 Item 13: 28.1% Item 14: IN/OO CUSIP No. 848907 10 1 Item 1: Reporting Person - Stuart A. Shiel Item 2: (b) Disclaims membership in a group Item 4: PF Item 6: United States Item 7: 1,833,333 Item 8: 0 Item 9: 1,833,333 Item 10: 0 Item 11: 1,833,333 Item 13: 7.9% Item 14: IN CUSIP No. 848907 10 1 Item 1: Reporting Person - Ralph E. Heyman, Individually and as Trustee under various trusts held for the benefit of Vincent W. Shiel and Helen M. Shiel and their Children and Grandchildren Item 2: (b) Disclaims membership in a group Item 4: PF/OO Item 6: United States Item 7: 5,056,853 Item 8: 0 Item 9: 5,056,853 Item 10: 0 Item 11: 5,056,853 Item 13: 20.7% Item 14: IN/OO Item 1. SECURITY AND ISSUER The securities to which this statement relates are shares of Common Stock, par value $.01, of: The Sportsman's Guide, Inc. 411 Farwell Avenue South St. Paul, MN 55075 Item 2. IDENTITY AND BACKGROUND The following information is given with respect to each person filing hereunder. (a) Name (i) The Amended Vincent W. Shiel Revocable Trust dated January 18, 1989, Vincent W. Shiel, Trustee (the "Vincent W. Shiel Revocable Trust"), and Vincent W. Shiel individually as the Settlor of the Vincent W. Shiel Revocable Trust. (ii) The Amended Helen M. Shiel Revocable Trust dated January 23, 1989, Helen M. Shiel, Trustee (the "Helen M. Shiel Revocable Trust"), and Helen M. Shiel individually as the Settlor of the Helen M. Shiel Revocable Trust. (iii) Stuart A. Shiel (iv) Ralph E. Heyman, Individually and as Trustee under various trusts held for the benefit of Vincent W. Shiel and Helen M. Shiel and their children and grandchildren (b) Residence or business address (i) Vincent W. Shiel 6900 Golf House Drive Hobe Sound, FL 33455 (ii) Helen M. Shiel 6900 Golf House Drive Hobe Sound, FL 33455 (iii) Stuart A. Shiel 17010 Butteroak Drive Spring, TX 77379 (iv) Ralph E. Heyman, Individually and as Trustee 10 Courthouse Plaza, S.W., Suite 1100 Dayton, OH 45402 (c) Occupation/Employment (i) Vincent W. Shiel is self-employed and his principal occupation is investing in various business ventures. (ii) Helen M. Shiel is an investor in various business ventures. (iii) Stuart A. Shiel is the Executive Vice President of National Recreational Shooting Supplies, Inc., a sporting goods distributor located at 15534 W. Hardy Road, Suite 230, Houston, TX 77060. (iv) Ralph E. Heyman, Individually and as Trustee, is a partner in the law firm of Chernesky, Heyman & Kress, 10 Courthouse Plaza, S.W., Suite 1100, P.O. Box 3808, Dayton, OH 45401-3808. (d) Criminal Violations None (e) Party to Civil Action None (f) All of the persons filing information on this statement are citizens of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION (a) Vincent W. Shiel, as Trustee of the Vincent W. Shiel Revocable Trust, acquired warrants to purchase 752,740 shares of Common Stock as part of a principal payment for promissory notes issued by The Sportsman's Guide, Inc. (the "Company") to Dr. Shiel. (b) Helen M. Shiel, as Trustee of the Helen M. Shiel Revocable Trust, acquired warrants to purchase 233,333 shares of Common Stock as part of a principal payment for promissory notes issued by the Company to Mrs. Shiel. (c) Stuart A. Shiel acquired warrants to purchase 100,000 shares of Common Stock as part of a principal payment for promissory notes issued by the Company to Mr. Shiel. (d) Ralph E. Heyman, as Trustee, acquired warrants to purchase 479,260 shares of Common Stock as part of a principal payment for promissory notes issued by the Company to Mr. Heyman. Item 4. PURPOSE OF TRANSACTION Each person providing information on this statement acquired the warrants to purchase shares of Common Stock for investment purposes. Item 5. INTEREST IN SECURITIES OF THE ISSUER Pursuant to Rule 13d-4, each person filing hereunder expressly declares that the filing of this statement shall not be construed as an admission that he or she is the beneficial owner of any securities covered by this statement other than as follows: 1. Vincent W. Shiel as Trustee of the Vincent W. Shiel Revocable Trust is the beneficial owner of 5,723,503 shares of Common Stock (1,473,480 of which represents shares issuable upon the exercise of warrants of which 752,740 were acquired on May 16, 1966 at any exercise price of $.18079 per share). Vincent W. Shiel as the spouse of Helen M. Shiel is the beneficial owner of 1,200,008 shares of Common Stock which are held in the name of Helen M. Shiel as Trustee of the Helen M. Shiel Revocable Trust. Therefore, the aggregate amount of shares of Common Stock beneficially owned by Vincent W. Shiel is 6,923,511. 2. Helen M. Shiel, as Trustee of the Helen M. Shiel Revocable Trust is the beneficial owner of 1,200,008 shares of Common Stock (450,000 of which represent shares issuable upon the exercise of warrants of which 233,333 were acquired on May 16, 1996 at an exercise price of $.18079 per share). Helen M. Shiel, as the spouse of Vincent W. Shiel is the beneficial owner of the 5,723,503 shares of Common Stock which are held in the name of Vincent W. Shiel as Trustee of the Vincent W. Shiel Revocable Trust. Therefore, the aggregate amount of shares of Common Stock beneficially owned by Helen M. Shiel is 6,923,511. 3. Stuart A. Shiel is the beneficial owner of 1,833,333 shares of Common Stock (200,000 of which represent shares issuable upon the exercise of warrants of which 100,000 were acquired on May 16, 1996 at an exercise price of $.18079 per share). 4. Ralph E. Heyman, as Trustee under various trusts held for the benefit of Vincent W. Shiel and Helen M. Shiel and their children and grandchildren, is the beneficial owner of 5,036,853 shares of Common Stock (1,058,520 of which represent shares issuable upon the exercise of warrants of which 579,260 were acquired on May 16, 1996 at an exercise price of $.18079 per share). Mr. Heyman, individually, owns 20,000 shares of Common Stock. (b) 1. Sole Power to Vote and Dispose of Common Stock (i) Vincent W. Shiel, as trustee under the Vincent W. Shiel Revocable Trust has the sole power to vote and dispose of 5,723,503 shares of Common Stock. (ii) Helen M. Shiel, as trustee under the Helen M. Shiel Revocable Trust has sole power to vote and dispose of 1,200,008 shares of Common Stock. (iii) Stuart A. Shiel has the sole power to vote and dispose of 1,833,333 shares of Common Stock. (iv) Ralph E. Heyman, as Trustee under various trusts held for the benefit of Vincent W. Shiel and Helen M. Shiel and their children and grandchildren, has sole power to vote and dispose of 5,036,853 shares of Common Stock. 2. Shared Power to Vote and Dispose of Common Stock (i) Vincent W. Shiel has the shared power to vote and dispose of 1,200,008 shares of Common Stock held by the Helen M. Shiel Revocable Trust. (ii) Helen M. Shiel has the shared power to vote and dispose of the 5,723,503 shares of Common Stock held by the Vincent W. Shiel Revocable Trust. (c) None (d) None (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 None 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. VINCENT W. SHIEL Vincent W. Shiel Date: June __, 1996 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. HELEN M. SHIEL Helen M. Shiel Date: June __, 1996 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. STUART A. SHIEL Stuart A. Shiel Date: June __, 1996 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. RALPH E. HEYMAN Ralph E. Heyman Date: June __, 1996 -----END PRIVACY-ENHANCED MESSAGE-----