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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. 1)
Allin Communications Corporation
__________________________________________________________________________
(Name of Issuer)
Common Stock, par value $0.01 per share
__________________________________________________________________________
(Title of Class of Securities)
019924 10 9
______________
(CUSIP Number)
Copy to:
Henry Posner, Jr. Bryan D. Rosenberger
500 Greentree Commons Eckert Seamans Cherin & Mellott
381 Mansfield Avenue 42nd Floor, 600 Grant Street
Pittsburgh, PA 15220 Pittsburgh, PA 15219
(412) 928-8800 (412) 566-6000
__________________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 20, 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. [ ]
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SCHEDULE 13D
CUSIP No. 019924 10 9
1. Name of Reporting Person: Henry Posner, Jr.
I.R.S. Identification No.: ###-##-####
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds: Not applicable
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant To Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization: United States
Number of 7. Sole Voting Power: 1,008,440
Shares
Beneficially 8. Shared Voting Power: 100,000
Owned by
Each 9. Sole Dispositive Power: 1,008,440
Reporting
Person 10. Shared Dispositive Power: 100,000
With
11. Aggregate Amount Beneficially Owned by Each 1,108,440
Reporting Person:
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11): 21.5%
14. Type of Reporting Person: IN
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This statement amends Items 4 and 5 of the Schedule
13D of Henry Posner, Jr. (the "Reporting Person") dated
November 6, 1996 (the "Schedule 13D"). All capitalized terms
used herein and not otherwise defined shall have the meanings
ascribed to such terms in the Schedule 13D.
Item 4. Purpose of Transaction.
The Reporting Person has no present plans or
proposals to change the Company's business, corporate
structure, capitalization, management or dividend policy.
Except as set forth in this Item 4 and in Item 5,
the Reporting Person has no present plans or proposals which
relate to or would result in any of the following (although
the Reporting Person reserves the right to develop such plans
or proposals or any other plans relating to the Company and to
take action with respect thereto): (i) the acquisition by any
person of additional securities of the Company, or the
disposition of securities of the Company; (ii) an
extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of
its subsidiaries; (iii) a sale or transfer of a material
amount of assets of the Company or any of its subsidiaries;
(iv) any change in the present board of directors or
management of the Company, including any plans or proposals to
change the number or term of directors or to fill any existing
vacancies on the board; (v) any material change in the present
capitalization or dividend policy of the Company; (vi) any
other material change in the Company's business or corporate
structure; (vii) changes in the Company's certificate of
incorporation, bylaws, or instruments corresponding thereto or
other actions which may impede the acquisition of control of
the Company by any person; (viii) causing a class of
securities of the Company 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; (ix) a class of equity securities of
the Company becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Exchange Act; or (x) any
action similar to any of those enumerated above.
The Reporting Person, without the consent of the
Company, may purchase additional shares of Common Stock in the
open market or in private transactions at any time. The
Reporting Person also owns 7,058.8235 shares of Series A
Preferred Stock which will become convertible, at the option
of the Reporting Person beginning in May 1997 and ending in
December 1997, into 57,427 shares of Common Stock.
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As discussed in Item 5, the Reporting Person
recently transferred by gift an aggregate of 102,800 shares of
Common Stock. The Reporting Person presently intends to
transfer to certain of his family members by gift in early
1997, an aggregate of 13,000 additional shares of Common Stock
(collectively, the "Family Gifts"). Such Family Gifts are
anticipated to include gifts to various trusts of which the
Reporting Person is a trustee.
Item 5. Interest in Securities of Issuer.
The Reporting Person beneficially owns and has sole
voting and dispositive power with respect to 1,008,440 shares
of Common Stock and beneficially owns and has shared voting
and dispositive power with respect to 100,000 shares of Common
Stock, collectively representing approximately 21.5% of the
Common Stock outstanding (based on the number of shares of
Common Stock outstanding as reported in the Company's
quarterly report on Form 10-Q for the quarter ended September
30, 1996). The Reporting Person may also be deemed to own the
57,427 shares of Common Stock into which the 7,058.8235 shares
of Series A Preferred Stock owned by the Reporting Person may
be converted. After giving effect to such conversion and
assuming no other change in beneficial ownership or shares
outstanding, the Reporting Person would beneficially own
1,165,867 shares of Common Stock representing approximately
22.4% of the Common Stock outstanding.
As of December 20, 1996, the Reporting Person
transferred by gift in private transactions an aggregate of
2,800 shares of Common Stock to various individuals. No
consideration was paid or is expected to be paid in respect of
such gifts. As of December 20, 1996, the Reporting Person
transferred by gift in a private transaction 100,000 shares of
Common Stock to Posner Foundation of Pittsburgh, a charitable
foundation (the "Foundation), of which the Reporting Person is
a trustee. As a trustee of the Foundation, the Reporting
Person shares voting and dispositive power with respect to the
100,000 shares of Common Stock gifted to the Foundation with
the other trustees of the Foundation, Helen M. Posner, Henry
Posner, III and James T. Posner (collectively, the "Other
Trustees"). Similarly the trustees share the power to direct
the receipt of dividends from, and the proceeds of any sale
of, such shares. Such shares are included above in the number
and percentage of shares of Common Stock owned by the
Reporting Person.
Each of the Other Trustees is a United States
citizen. During the past five years, none of the Other
Trustees have (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii)
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been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result
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. Set forth in
Schedule I hereto is additional information concerning the
Other Trustees. The Other Trustees do not currently own any
shares of Common Stock, but each is expected to be the
recipient of 1,000 shares of Common Stock as part of the
Family Gifts.
Except as described herein and in the Schedule 13D,
no transactions in Common Stock were effected during the past
60 days by the Reporting Person.
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Item 7. Material to be Filed as Exhibits.
A. Letter Agreement dated October 31, 1996 between Friedman,
Billings, Ramsey & Co., Inc. and the Reporting Person
(filed with the Schedule 13D).
B. Registration Rights Agreement, dated July 23, 1996, by
and among the Company, the Reporting Person and certain
stockholders other of the Company (filed with the
Schedule 13D).
C. Registration Rights Agreement, dated July 23, 1996, by
and among the Company, the Reporting Person and certain
stockholders other of the Company (filed with the
Schedule 13D).
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Signatures.
After reasonable inquiry and to the best of my know-
ledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
December 30, 1996 By: /s/ Henry Posner, Jr.
Date Henry Posner, Jr.
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SCHEDULE I
Information Concerning the Other Trustees:
Helen M. Posner
1071 Lyndhurst Drive
Pittsburgh, PA 15206
Henry Posner, III
Chairman of Railroad Development Corporation, an entity which
manages regional railroad operations in the United States and
abroad, and Vice President of Hawthorne Group, Inc., an entity
which provides management services. Both have their principal
executive offices located at 381 Mansfield Avenue, Pittsburgh,
Pennsylvania 15220.
James T. Posner
Private investor
2943 Kalakaua Avenue
Honolulu, Hawaii 96815
