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SEC 1746 (2-98)
Potential persons who are to respond to the collection of
information contained in this form are not required to respond
unless the form displays a currently valid OMB control number.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
Allin Corporation ("ALLN")
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(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
019924 10 9
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(CUSIP Number)
James S. Kelly, Jr. 2406 Oak Hurst Court Murrysville, PA 15668; (724) 325-5650
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 13, 2000
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(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 that is the subject of this Schedule 13D, and is filing this
schedule because of (S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
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CUSIP No. 019924 10 9
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
James S. Kelly, Jr.
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2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b)
3. SEC Use Only
4. Source of Funds (See Instructions) OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
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6. Citizenship or Place of Organization USA
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Number of 7. Sole Voting Power 1,607,816
Shares ---------------------------
Beneficially 8. Shared Voting Power
Owned by -------------------------
Each 9. Sole Dispositive Power 1,607,816
Reporting ----------------------
Person 10. Shared Dispositive Power
With --------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,607,816
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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13. Percent of Class Represented by Amount in Row (11) 23.12368%
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14. Type of Reporting Person (See Instructions) IN
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Item 1. Security and Issuer
The class of equity securities concerned is Common Stock. The issuer is Allin
Corporation. The address of its principal executive offices is 381 Mansfield
Avenue, Pittsburgh, PA 15220.
Item 2. Identity and background
The name of the reporting person is James S. Kelly, Jr. His address is 2406 Oak
Hurst Drive Murrysville, PA 15668. Mr. Kelly has never been convicted in a
criminal proceeding, nor was he party to a civil proceeding for 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.
Item 3. Source and Amount of Funds or Other Consideration
Of Mr. Kelly's common stock, 942,141 shares were acquired August 13, 2000 as a
result of the automatic conversion of 1,926 shares of Series E Convertible
Redeemable Preferred Stock and accrued and unpaid dividends in Allin
Corporation. The remainder of the shares were acquired in conjunction with the
sale of Mr. Kelly's company, KC S Computer Services, to Allin prior to the
August 13, 2000 transaction.
Item 4. Purpose of the Transaction
See Item 3. Mr. Kelly has no plans or proposals with respect to the acquisition
by any person of additional securities of the issuer, or the disposition of
securities of the issuer (except for sales under Rule 144); an extraordinary
corporate transaction such as a merger, reorganization or liquidation involving
the issuer or its subsidiaries, if any; a sale or transfer of a material amount
of the assets of the issuer or any subsidiaries; 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 of the
board; any material change in the present capitalization or dividend policy of
the issuer; any other material change in the issuer's business or corporate
structure; 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; causing a class of securities of the issuer 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; a class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or any
action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) Mr. Kelly is the holder of 1,607,816 shares of common stock, which
represents 23.12368% of the total number of shares outstanding.
(b) Mr. Kelly is the owner of 1,607,816 shares with sole voting and
dispositive power.
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(c) On August 13, 2000, an automatic conversion took place with respect to
1,926 shares of Series E Convertible Redeemable Preferred Shares of
Allin Corporation and accompanying accrued and unpaid dividends. The
shares were converted at a rate of $2.058931 per share.
(d) Inapplicable.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Inapplicable.
Item 7. Material to be Filed as Exhibits
Inapplicable.
Signature
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.
Date September 5, 2000
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Signature /s/ James S. Kelly, Jr.
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Name/Title James S. Kelly, Jr.
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