SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
GLOBAL ONE DISTRIBUTION & MERCHANDISING INC.
___________________________________________________________________________
(Name of Issuer)
Common Stock, $.01 Par Value
___________________________________________________________________________
(Title of Class of Securities)
378927 10 7
_____________________________________________
(CUSIP Number)
Eileen Lyon, Esq.
Manatt, Phelps & Phillips, LLP
11355 West Olympic Boulevard, Los Angeles, California 90064
___________________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 28, 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.)
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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 (the "Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act.
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CUSIP NO. 378927 10 7 PAGE 2 OF 6
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MICHAEL A. MALM
Social Security No.: ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) __ (b) ___
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not applicable. (See response to Item 3)
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,805,465
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,805,465
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,805,465
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT SHOWN IN ROW (11)
13.9%
14 TYPE OF REPORTING PERSON
IN
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ITEM 1. SECURITY AND ISSUER
This statement of beneficial ownership on Schedule 13D (the
"Statement") relates to shares of the common stock, $.01 par value (the
"Common Stock"), of Global One Distribution & Merchandising Inc., a
Delaware corporation (the "Company"). The Company's principal executive
offices are located at 5548 Lindbergh Lane, Bell, California 90201-6410.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Statement is filed by Michael A. Malm.
(b) 3730 Multiview Drive, Hollywood, California 90068.
(c) Mr. Malm is Chief Operating Officer of the Company.
(d) During the past five years Mr. Malm has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the past five years Mr. Malm has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he 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) Mr. Malm is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Malm acquired beneficial ownership of the shares of
Company Common Stock reported in this Statement as the result of the merger (the
"Merger") of OSP Publishing, Inc., a California corporation ("OSP"), with
and into O.S.P. Acquisition Corp., a Delaware corporation and a wholly-
owned subsidiary of the Company. In the Merger, shares of the common stock
of OSP owned by Mr. Malm (the "OSP Shares") were converted into shares of
Company Common Stock. Mr. Malm acquired the OSP Shares with personal
funds.
ITEM 4. PURPOSE OF TRANSACTION
All shares of Common Stock are held as an investment.
Mr. Malm anticipates transferring voting power over his shares of Common Stock
to a trust to be formed by Joseph C. Angard. (See response to Item 6.) Mr.
Malm has no plans or proposals which relate to or would result in any such
transaction, event or action as is enumerated in paragraphs (b) through (j)
of Item 4 to the form of Schedule 13D promulgated under the Securities
Exchange Act of 1934, as amended.
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ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) Amount beneficially owned: 1,805,465
Percent of Class: 13.9%1
(b) Number of shares as to which such person has:
(i) Sole power to vote or to
direct the vote: 1,805,465
(ii) Shared power to vote or
to direct the vote: 0
(iii) Sole power to dispose of
or direct the disposition of: 1,805,465
(iv) Shared power to dispose of
or direct disposition of: 0
___________________________________________________________________________
1 Based upon the number of shares outstanding as of August 28, 1996.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Mr. Malm and Joseph C. Angard, Chairman and Chief Executive
Officer of the Company, each intend to establish a trust to own their
shares of Company Common Stock. It is anticipated that, pursuant to an
agreement between these trusts, the trustee of Mr. Angard's trust will be
given a proxy entitling Mr. Angard's trust to vote all of the shares owned
by Mr. Malm's trust.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
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SIGNATURE
After reasonable inquiry, to the best of my knowledge and belief,
I certify that the information set forth in this statement of beneficial
ownership on Schedule 13D is true, complete and correct.
DATED: September 9, 1996
/S/ MICHAEL A. MALM
___________________________________
Michael A. Malm
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