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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 7 Pages
-------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vivian Walker Jones
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 None
SHARES -----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,318,950 Class A (including 1,318,350 shares of Class B
EACH Common Stock convertible into Class A shares)
REPORTING -----------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,245,675 Class A (including 1,245,475 shares of Class B
Common Stock convertible into Class A shares)
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,318,950 Class A (including 1,318,350 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)
64.9%
- --------------------------------------------------------------------------------
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 7
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 Vivian Walker Jones.
(b) The business address for the Filer is:
American Artists Film Corporation
1245 Fowler Street, NW
Atlanta, Georgia 30318
(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:
Co-President
American Artists Film Corporation
(a television and film production and development company)
1245 Fowler Street, NW
Atlanta, Georgia 30318
(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 7
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.
As described in the above-referenced Registration Statement, the shares of
AAFC-Georgia owned by the Filer prior to the merger of AAFC-Georgia into AAFC-
Missouri were acquired by the Filer pursuant to an agreement with AAFC-Georgia
dated August 31, 1993, and restructured November 3, 1995, in which AAFC-Georgia
acquired from Filer all of the outstanding capital stock of Current Corporation.
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.
<PAGE>
Page 5 of 7
(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.
(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 1,318,950 shares of Class A Common Stock,
par value $0.001 per share, of the Issuer, including 1,318,350 shares of Class
B Common Stock, par value $0.001 par value, beneficially 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 64.9% of the outstanding Class A shares.
(b) The Filer has sole power to dispose of or to direct the disposition of
1,245,675 of the Class A shares owned beneficially (including 1,245,475 Class B
shares). The Filer does not have shared dispositive power or sole voting power
with respect to any of such shares. All of the 1,318,950 Class A shares owned
beneficially by Filer (including 1,318,350 Class B shares) are subject to shared
voting power under an agreement among the Filer, Rex Hauck, Steven D. Brown and
Glen C. Warren, who have agreed to vote all of their shares of the Issuer as a
block in accordance with the majority vote (by shares) among themselves. The
following is information concerning the identity and background of such other
persons:
Rex Hauck
---------
Business address: American Artists Film Corporation
1245 Fowler Street, NW
Atlanta, GA 30318
<PAGE>
Page 6 of 7
Employment: Co-Chairman of the Board of Directors and
Co-President
American Artists Film Corporation
(a television and film production and
development company)
1245 Fowler Street, NW
Atlanta, GA 30318
Steven D. Brown
---------------
Business address: American Artists Film Corporation
1245 Fowler Street, NW
Atlanta, GA 30318
Employment: Co-Chairman of the Board of Directors
and Chief Executive Officer
American Artists Film Corporation
(a television and film production and
development company)
1245 Fowler Street, NW
Atlanta, GA 30318
Glen C. Warren
--------------
Business address: Warren & Stringer Neurological Surgery
10 Lakeland Circle
Jackson, MS 39216-5093
Employment: Neurosurgeon
Warren & Stringer Neurological Surgery
10 Lakeland Circle
Jackson, MS 39216-5093
Mr. Hauck, Mr. Brown and Dr. Warren are all citizens of the United States of
America. None of them, during the last five years, has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
During the past five years, none of them was a party to a civil proceeding of a
judicial or administration body of competent jurisdiction and as a result of
such proceeding 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 violations with respect to such laws.
(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.
<PAGE>
Page 7 of 7
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
See Item 5(b) above for information concerning a voting agreement to which
Filer is a party.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1: Voting Agreement dated April 29, 1996, by and among Steven D.
Brown, Rex Hauck, Vivian W. Jones and Glen C. Warren
(previously filed as Exhibit 10.22 to Registrant's Registration
Statement No. 333-4159 on Form SB-2 and incorporated herein by
this reference).
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/ Vivian W. Jones
- -------------------------------- --------------------------------
Date Signature
Vivian W. Jones
---------------------------------
Name/Title
