<PAGE>
+--------------------------+
| OMB APPROVAL |
+--------------------------+
|OMB Number: 3235-0145 |
|Expires: October 31, 1997|
|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.____________)*
AMERICAN ARTISTS FILM CORPORATION (formerly Setab Alpha, Inc.)
-------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, par value $0.001 per share
------------------------------------------------
(Title of Class of Securities)
023066106
------------------------
(CUSIP Number)
J. Eric Van Atta, American Artists Film Corporation
1245 Fowler Street, NW, Atlanta, Georgia 30318 Tel. (404) 876-7373
----------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 7, 1996
-------------------------------------------------------
(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.
*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>
SCHEDULE 13D
CUSIP No. 023866106 Page 2 of 6 Pages
-------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John Wood Boyd
Soc. Sec. No. ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
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) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 342,341 Class A (including 341,941 shares of Class B
SHARES Common Stock convertible into Class A shares)
----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING -----------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 342,341 Class A (including 341,941 shares of Class B
Common Stock convertible into Class A shares)
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
342,341 Class A (including 341,941 shares of Class B Common Stock
convertible into Class A shares)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Page 3 of 6
ITEM 1. SECURITY AND ISSUER
(a) This statement relates to Class A Common Stock, par value $0.001 per
share, of American Artists Film Corporation, a Missouri corporation.
(b) The name and address of the principal executive offices of the issuer
(the "Issuer" or "AAFC-Missouri") of such securities is:
American Artists Film Corporation
1245 Fowler Street, NW
Atlanta, Georgia 30318
ITEM 2. IDENTITY AND BACKGROUND
(a) The person filing this statement (the "Filer") is John Wood Boyd.
(b) The business address for the Filer is:
411 Cherokee Drive
McComb, MS 39648
(c) The present principal occupation or employment of the Filer, and the
name, principal business and address of the corporation or other organization in
which such employment is conducted, are as follows:
John Wood Boyd
(Private Investor)
411 Cherokee Drive
McComb, MS 39648
(d) The Filer has not, during the past five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, the Filer was not a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which the Filer was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
(f) The Filer is a citizen of the United States of America.
<PAGE>
Page 4 of 6
ITEM 3. SOURCES AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The shares of Class A Common Stock of the Issuer owned of record and
beneficially by the Filer were acquired by the Filer in the merger, effective
October 7, 1996, of American Artists Film corporation ("AAFC-Georgia"), a
Georgia corporation, into Setab Alpha, Inc., a Missouri corporation that as the
surviving corporation of the merger was renamed American Artists Film
Corporation ("AAFC-Missouri" or the "Issuer"). In the merger the shares of
Common Stock, par value $0.001 per share, of AAFC-Georgia held by the Filer were
converted into shares of Class A and Class B Common Stock, par value $0.001 per
share, of the Issuer, AAFC-Missouri. The offer of the shares issued in the
merger was registered with the Securities and Exchange Commission on Form S-4,
Registration Statement No. 333-4159, effective September 16, 1996.
The shares of AAFC-Georgia owned by the Filer prior to the merger of AAFC-
Georgia into AAFC-Missouri were acquired by the Filer in various purchases from
AAFC-Georgia through September 1, 1994, utilizing Filer's personal funds.
ITEM 4. PURPOSE OF TRANSACTION
The purposes of the merger in which the Filer acquired the shares of the
Issuer in exchange for shares of AAFC-Georgia were (i) to open the possibility
that the surviving corporation of the merger, AAFC-Missouri, would have access
to additional equity financing, (ii) to gain the additional liquidity of the
surviving corporation's common stock as compared to the common stock of AAFC-
Georgia, and (iii) to be able to offer to key employees of the surviving
corporation meaningful benefits in the form of incentive and other stock options
in a publicly-traded corporation.
(a) As indicated in Registration No. 333-4159 on Form S-4, effective
September 16, 1996, the Filer expects that the Issuer will issue debt or equity
securities to meet the external financing needs of the Issuer resulting from
continued operating losses that are anticipated through at least the fourth
quarter of 1996. There can be no assurance that such finding will be available
or, if available, that it will be available on acceptable terms.
(b) The Filer has no plans or proposals which relate to or would result in
a sale or transfer of a material amount of assets of the Issuer or any of its
subsidiaries.
(c) The Filer has no plans or proposals which relate to or would result in
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.
(d) Except as stated in subparagraph (a) above, the Filer has no plans or
proposals which relate to or would result in any material change in the present
capitalization or dividend policy of the Issuer.
<PAGE>
Page 5 of 6
(e) The Filer has no plans or proposals which relate to or would result in
any other material change in the Issuer's business or corporate structure.
(f) The Filer has no plans or proposals which relate to or would result in
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.
(g) The Filer has no plans or proposals which relate to or would result in
causing a class of securities of the Issuer to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities
association.
(h) The Filer has no plans or proposals which relate to or would result in
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.
(i) The Filer has no plans or proposals which relate to or would result in
any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Filer owns beneficially 342,341 shares of Class A Common Stock, par
value $0.001 per share, of the Issuer, including 341,941 shares of Class B
Common Stock, par value $0.001 par value, owned by the Filer which (in
accordance with the Issuer's Articles of Incorporation) are convertible at the
Filer's option into an equal number of shares of Class A Common Stock. Assuming
conversion of the Filer's Class B shares into Class A shares, the Filer's shares
comprise 32.5% of the outstanding Class A shares. (The numbers of shares
described above include 100 Class A shares and 2,245 Class B shares owned by the
Filer's wife, as to which the File disclaims beneficial ownership.)
(b) The Filer has sole power to dispose or to direct the disposition of the
shares beneficially owned. The Filer has sole power to vote or direct the vote
of such shares.
(c) The Filer has not effected during the past 60 days any transactions in
the Issuer's Class A Common Stock, par value $0.001 per share (or in the
Issuer's Class B Common Stock, par value $0.001) except the merger transaction
described in Item 3 above.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
None.
<PAGE>
Page 6 of 6
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
SIGNATURES
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.
October 15, 1996 /s/ John W. Boyd
- -------------------------------- ----------------------------------
Date Signature
John W. Boyd
-----------------------------------
Name/Title
