-----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, NIVrR2QonWaJZBCb8hwJs4zwWVONZJ90Ixvq9VlE00UkUK1J3y5o5rWEu6NCZsyH jsrKcUIO0ExYj89ZfvLRBQ== /in/edgar/work/0000897069-00-000472/0000897069-00-000472.txt : 20000927 0000897069-00-000472.hdr.sgml : 20000927 ACCESSION NUMBER: 0000897069-00-000472 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000925 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NAIC GROWTH FUND INC CENTRAL INDEX KEY: 0000850027 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 311274796 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-59173 FILM NUMBER: 727948 BUSINESS ADDRESS: STREET 1: 711 WEST THIRTEEN MILE RD CITY: MADISON HEIGHTS STATE: MI ZIP: 48071 BUSINESS PHONE: 8105836242 MAIL ADDRESS: STREET 1: 711 WEST THIRTEEN MILE RD CITY: MADISON HEIGHTS STATE: MI ZIP: 48071 FORMER COMPANY: FORMER CONFORMED NAME: BETTER INVESTING FUND INC DATE OF NAME CHANGE: 19890716 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SIMS LUKE E CENTRAL INDEX KEY: 0001038238 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 777 E WISCONSIN AVE STREET 2: STE 3700 CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4142975680 MAIL ADDRESS: STREET 1: 777 E WISCONSIN AVE STREET 2: STE 3700 CITY: MILWAUKEE STATE: WI ZIP: 53202 SC 13D/A 1 0001.txt SCHEDULE 13D AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* NAIC Growth Fund, Inc. Common Stock, $0.001 par value (Title of Class of Securities) 628921108 (CUSIP Number) Luke E. Sims 777 East Wisconsin Avenue, Suite 3700, Milwaukee, Wisconsin 53202 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 14, 2000 (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 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [__] Note: Schedules filed in paper format shall include a signed original and dfive copies of the schedule, including all exhibits. See Rule 240.13d-7 for the 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 o 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). CUSIP No. 628921108 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Luke E. Sims (Social Security No. ###-##-####) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [__] (b) [__] Not applicable 3. SEC USE ONLY 4. SOURCE OF FUNDS* PF; BK 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 United States 7. SOLE VOTING POWER NUMBER OF 112,316 SHARES 8. SHARED VOTING POWER BENEFICIALLY -0- OWNED BY 9. SOLE DISPOSITIVE POWER EACH 112,316 REPORTING PERSON 10. SHARED DISPOSITIVE POWER WITH -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 112,316 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [__] Not applicable 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.5% 14. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 2 Item 1. Security and Issuer. Common Stock, $0.001 par value ("Common Stock") NAIC Growth Fund, Inc. ("Company" or "Issuer") 711 West Thirteen Mile Road Madison Heights, MI 48071 Item 2. Identity and Background. This statement is being filed by Luke E. Sims. Certain information regarding the foregoing persons is set forth below. (a) - (b) Name and Business Address Luke E. Sims c/o Foley & Lardner 777 East Wisconsin Avenue Suite 3700 Milwaukee, Wisconsin 53202 (c) Principal Occupation and Employment Corporate lawyer (partner in law firm) Principal Business/Name, Address and Principal Business of Employer Foley & Lardner 777 East Wisconsin Avenue Suite 3700 Milwaukee, Wisconsin 53202 Law firm (d) - (e) During the last five years, Mr. Sims has not been convicted in a criminal proceeding or 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 future violation of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. (f) Citizenship United States 3 ITEM 3. Source and Amount of Funds or Other Consideration. Each purchaser of shares ("Shares") of Common Stock identified in this Schedule used personal funds. In Mr. Sims' individual situation, a portion of the funds resulted from borrowings made under one or more personal revolving lines of credit lines he maintains at Firstar Bank Milwaukee, N.A. No such revolving line of credit is secured or collateralized by any of the Shares. Substantially all of the Shares held by Mr. Sims personally and Triad Investment Company LLC ("Triad") are held in margin accounts with U. S. Clearing Corp. Triad is an affiliate of Mr. Sims and is described in further detail under Item 5. ITEM 4. Purpose of Transaction. All of the purchases identified in this Schedule have been for the purpose of acquiring shares for investment. Mr. Sims (and/or his affiliates) may purchase additional shares from time to time depending upon a variety of factors, including, among others, price, market conditions, availability of funds and alternative investment opportunities. While Mr. Sims retains the legal right to sell or otherwise dispose of the Shares, he has no present plan or intention to do so. Mr. Sims views his investment in the Shares as a long-term one, and will look at opportunities to increase his investment in the Company in the future. Except as provided above, Mr. Sims has no plans or proposals which relate to or would result in: (a) The acquisition by any person 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 change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Issuer: (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) 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; or (j) Any action similar to any of those enumerated above. 4 ITEM 5. Interest in Securities of the Issuer. (a) - (b) Information concerning the number of Shares and percentage of class of Common Stock beneficially owned by the reporting person is set forth below: Percentage Sole Shared Of Voting and Voting and Aggregate Outstanding Reporting Dispositive Dispositive Beneficial Common Person Power Power Ownership Stock Luke E. Sims 112,316 -0- 112,316 6.5% Mr. Sims beneficially owns Shares individually (35,016 Shares), through his self-directed Keogh plan (18,300 Shares), through custodianships for his children (14,700 Shares) and through Triad (44,300 Shares). Triad is a Wisconsin limited liability company established by Mr. Sims individually and as custodian for his three children as a family investment vehicle. Mr. Sims is the sole manager of Triad, has complete control over Triad's investment decisions and is the sole beneficial owner (for SEC purposes) of the securities, including the Shares, held by Triad. (c) Set forth below is information with respect to all transactions in the Common Stock by Mr. Sims during the past sixty (60) days. All such transactions, which consisted solely of purchases, were effected in open market transactions on the Chicago Stock Exchange or in the over-the-counter market.. Date No. of Shares Purchase Price Purchaser 07/17/00 600 12.438 Triad 07/18/00 100 12.438 Triad 07/19/00 500 12.938 Triad 07/20/00 1,500 12.987 Triad 08/10/00 300 12.750 Triad 08/11/00 3,800 12.720 Keogh 08/29/00 500 12.625 Custodianships for children 08/29/00 2,000 12.750 Triad 09/12/00 200 12.250 Luke E. Sims 09/12/00 500 13.000 Custodianships for children 09/14/00 2,600 13.000 Triad 09/14/00 800 12.250 Luke E. Sims (d) Mr. Sims Keogh plan, the custodianships for the Sims children and Triad, respectively, have the right to direct the receipt of dividends from, and the proceeds from the sale of, any Shares held by them, respectively. (e) Not applicable. ITEM 6. Contracts, Arrangements, Understandings, or Relationships With Respect to Securities of the Issuer. 5 ITEM 7. Material to Be Filed as Exhibits. None SIGNATURE 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 this 18th day of September, 2000. /s/ Luke E. Sims Luke E. Sims 6 -----END PRIVACY-ENHANCED MESSAGE-----