AMERICOMM DIRECT MARKETING INC
10-Q/A, 1998-08-21
CONVERTED PAPER & PAPERBOARD PRODS (NO CONTANERS/BOXES)
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-Q/A

                Amendment No. 1 to Quarterly Report on Form 10-Q
(Mark One)
    X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE 
- ---------SECURITIES EXCHANGE ACT OF 1934

         For the quarterly period ended June 30, 1998

                                       OR

         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
- ---------SECURITIES EXCHANGE ACT OF 1934

                  For the transition period from _____ to _____

                         Commission File Number 333-8925
                                                --------

                        AMERICOMM DIRECT MARKETING, INC.
             (Exact name of registrant as specified in its charter)

                 DELAWARE                                    23-2574778
State or other jurisdiction of incorporation     (I.R.S. Employer Identification
             or organization)                                    No.)

       5775 Peachtree Dunwoody Road                            30342
                Suite C-150                                  (Zip code)
                Atlanta, GA
 (Address of principal executive offices)

Registrant's telephone number, including area code:  (404) 256-1123

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes X No___

Indicate the number of shares  outstanding of each of the issuer's  classes of  
common stock, as of the latest practicable date.

                                                      Outstanding as of
                        Class                          August 14 , 1998
                        -----                          ----------------
            Common Stock, $.01 par value                283,807 shares


<PAGE>


The  Registrant  hereby  amends Item 1 of the Form 10-Q filed August 14, 1998 in
order to revise certain financial  information,  namely,  the three months ended
June 30, 1997 Condensed Statements of Operations.


                        AMERICOMM DIRECT MARKETING, INC.
                       CONDENSED STATEMENTS OF OPERATIONS
                                 (in thousands)

<TABLE>

                                            Three months ended                           Six months ended,
                                                 June 30,                                    June 30,
                                   --------------------------------------      --------------------------------------
                                        1998                  1997                  1998                   1997
                                   ----------------      ----------------      ----------------      ----------------
<S>                                <C>                   <C>                   <C>                   <C>
Net sales                                  $48,066               $47,744               $94,440               $86,602
                                   ----------------      ----------------      ----------------      ----------------

Operating costs and expenses
     Cost of sales                          35,328                33,215                68,782                60,808
     Selling and administrative             12,381                11,234                23,690                21,079
                                   ----------------      ----------------      ----------------      ----------------

     Total operating costs and              47,709                44,449                92,472                81,887
     expenses
                                   ----------------      ----------------      ----------------      ----------------

Operating income                               357                 3,295                 1,968                 4,715

Interest, net                                3,610                 3,242                 7,119                 6,557
                                   ----------------      ----------------      ----------------      ----------------

Income (loss) before income taxes          (3,253)                    53               (5,151)               (1,842)

Income tax expense (benefit)                 (677)                    17               (1,458)                 (528)
                                   ----------------      ----------------      ----------------      ----------------

Net income (loss)                         ($2,576)                   $36              ($3,693)              ($1,314)
                                   ================      ================      ================      ================


OTHER DATA:

     Consistent  with the Form  S-4  filed  with  the  Securities  and  Exchange
     Commission  on October 17,  1996,  the  following  financial  data has been
     disclosed.

     EBITDA is  provided  because  it is a measure  of an  issuer's  ability  to
     service its indebtedness commonly used by certain investors.  EBITDA is not
     a measure of financial  performance  under  generally  accepted  accounting
     principles  and should not be considered an  alternative to net income as a
     measure of performance or to cash flow as a measure of liquidity.

     EBITDA is defined as operating  income,  plus depreciation and amortization
     and reflects the  elimination  of non-cash  charges  related to pension and
     deferred  financing  costs  and the  elimination  of gain  on  disposal  of
     equipment.

EBITDA                                      $4,665                $6,538                $9,606               $10,656
                                   ================      ================      ================      ================


                  See notes to condensed financial statements.

</TABLE>


<PAGE>


       SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                           AMERICOMM DIRECT MARKETING, INC.


Date: August 21, 1998                      Robert M. Miklas
      ---------------                      ----------------
                                           Robert M. Miklas
                                           President and Chief Executive Officer
                                           (Principal Executive Officer)

Date: August 21, 1998                      Scott P. Ebert
      ---------------                      --------------
                                           Scott P. Ebert
                                           Vice President and Controller
                                           (Principal Financial Officer)



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