SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
ALL COMMUNICATIONS CORPORATION
(Name of Issuer)
COMMON STOCK, NO PAR VALUE PER SHARE
(Title of Class of Securities)
016628109
(CUSIP Number)
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 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).
CUSIP No. 016628109
1 NAME(S) OF REPORTING PERSON(S)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Heather J. Mauerman
- - ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)/ /
(b)/ /
- - ------------------------------------------------------------------------------
3 SEC USE ONLY
- - ------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- - ------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER . . . . . . . . . . 5,000
SHARES
BENEFICIALLY (6) SHARED VOTING POWER . . . . . . . . . 0
OWNED BY
EACH (7) SOLE DISPOSITIVE POWER. . . . . . . . 0
REPORTING
PERSON (8) SHARED DISPOSITIVE POWER. . . . . . . 5,000
WITH
- - ------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000
- - ------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES /X/
- - ------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
- - ------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
- - ------------------------------------------------------------------------------
CUSIP No. 016628109
1 NAME(S) OF REPORTING PERSON(S)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Heidi M. Wendland
- - ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)/ /
(b)/ /
- - ------------------------------------------------------------------------------
3 SEC USE ONLY
- - ------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- - ------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER . . . . . . . . . . 2,000
SHARES
BENEFICIALLY (6) SHARED VOTING POWER . . . . . . . . . 0
OWNED BY
EACH (7) SOLE DISPOSITIVE POWER. . . . . . . . 0
REPORTING
PERSON (8) SHARED DISPOSITIVE POWER. . . . . . . 2,000
WITH
- - ------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000
- - ------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES /X/
- - ------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
- - ------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
- - ------------------------------------------------------------------------------
CUSIP No. 016628109
1 NAME(S) OF REPORTING PERSON(S)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Michael D. Wendland
- - ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)/ /
(b)/ /
- - ------------------------------------------------------------------------------
3 SEC USE ONLY
- - ------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- - ------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER . . . . . . . . . . 0
SHARES
BENEFICIALLY (6) SHARED VOTING POWER . . . . . . . . . 0
OWNED BY
EACH (7) SOLE DISPOSITIVE POWER. . . . . . . . 0
REPORTING
PERSON (8) SHARED DISPOSITIVE POWER. . . . . . . 0
WITH
- - ------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- - ------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES /X/
- - ------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
- - ------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
- - ------------------------------------------------------------------------------
Item 1.
(a) Name of Issuer:
All Communications Corporation (the "Issuer")
(b) Address of Issuer's Principal Executive Offices:
225 Long Avenue, Hillside, New Jersey 07205
Item 2.
(a) Name of Person filing:
The Reporting Persons are Heather J Mauerman ("HJM"), Heidi M.
Wendland ("HMW") and Michael D Wendland ("MDW"). "Other Parties" are George
W. Mauerman ("GWM") and George S. Mauerman ("GSM"), individually and as
Trustee of the Adrien W. Mauerman Testamentary Trust dated July 18, 1986
(the "Trust"). GSM is the father of GWM, HJM, and HMW and is the Trustee of
the Trust, which is a trust domiciled in the State of Oklahoma for the benefit
of the children of GSM, and each of their respective heirs. MDW is the husband
of HMW. GWM has trading authorization over the accounts of GSM, HJM, HMW and
the Trust held at the brokerage firm of Smith Barney, Harris Upham & Co. Inc.
("Smith Barney"), as well as the account of GSM held at the brokerage firm of
Donaldson, Lufkin & Jenrette. As previously discussed, GWM, HJM and HMW are
beneficiaries of the Trust.
(b) Address of Principal Business Office:
The business address of each of the Reporting Persons is
6585 S. Yale, Suite 500, Tulsa, OK 74136.
(c) Citizenship:
HJM, HMW and MDW are citizens of the United States.
(d) Title of Class:
Common Stock, No Par Value (the "Shares")
(e) CUSIP Number:
016628109
Item 3. Filings Pursuant to Rules 13d-1(b) or 13d-2(b)
Not applicable
Item 4. Ownership
If the percent of the class owned, as of December 31 of the year
covered by the statement, or as of the last day of any month described in
Rule 13d-1(b)(2), if applicable, exceeds 5 percent, provide the following
information as of that date and identify those shares which there is a
right to acquire.
(a) Amount Beneficially Owned:
This statement on Schedule 13G relates to an aggregate total
of 330,000 shares (approximately 6.7% of the issued and outstanding Shares
of the Issuer as of September 28, 1998 based on information contained in the
Issuer's most recent filing with the Securities and Exchange Commission),
including 60,000 Shares acquirable under warrant within the next 60 days,
beneficially owned by the Reporting Persons and Other Parties.
HJM may be considered the beneficial owner of 5,000 Shares of
Common Stock. HJM also may be deemed to be the beneficial owner of
(i) 72,500 Shares beneficially owned by her brother, GWM, which consist of
32,500 Shares owned by GWM and 40,000 Shares subject to warrants held by GWM;
(ii) 250,500 Shares beneficially owned by her father, GSM, which consist of
60,500 Shares owned by GSM individually, 20,000 Shares subject to warrants
held by GSM individually, and 170,000 Shares beneficially owned by GSM as
Trustee; and (iii) 2,000 Shares beneficially owned by her sister, HMW; but
disclaims such beneficial ownership.
HMW may be considered the beneficial owner of 2,000 Shares of
Common Stock. HMW also may be deemed to be the beneficial owner of
(i) 72,500 Shares beneficially owned by her brother, GWM, which consist of
32,500 Shares owned by GWM and 40,000 Shares subject to warrants held by GWM;
(ii) 250,500 Shares beneficially owned by her father, GSM, which consist of
60,500 Shares owned by GSM individually, 20,000 Shares subject to warrants
held by GSM individually, and 170,000 Shares beneficially owned by GSM as
Trustee; and (iii) 5,000 Shares beneficially owned by her sister, HJM; but
disclaims such beneficial ownership.
MDW may be considered the beneficial owner of 0 Shares of
Common Stock. MDW also may be deemed to be the beneficial owner of
(i) 72,500 Shares beneficially owned by his brother-in-law, GWM, which
consist of 32,500 Shares owned by GWM and 40,000 Shares subject to warrants
held by GWM; (ii) 250,500 Shares beneficially owned by his father-in-law,
GSM, which consist of 60,500 Shares owned by GSM individually, 20,000 Shares
subject to warrants held by GSM individually, and 170,000 Shares beneficially
owned by GSM as Trustee; (iii) 5,000 Shares beneficially owned by his
sister-in-law HJM; and (iv) 2,000 Shares beneficially owned by his wife,
HMW; but disclaims such beneficial ownership.
(b) Percent of Class:
For HJM 0.1%
For HMW 0.0%
For MDW 0.0%
(c) Number of shares of Common Stock as to which the Reporting
Person has:
For HJM
(i) Sole power of vote or to direct the vote:
5,000
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition:
0
(iv) Shared power to dispose or to direct the disposition:
5,000
For HMW
(i) Sole power of vote or to direct the vote:
2,000
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition:
0
(iv) Shared power to dispose or to direct the disposition:
2,000
For MDW
(i) Sole power of vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition:
0
(iv) Shared power to dispose or to direct the disposition:
0
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the Reporting Person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
No other person other than the Reporting Persons and the Other Parties
has the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, such securities.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that
purpose or effect.
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.
Dated: September 28, 1998
/s/ Heather J. Mauerman
------------------------------------
Heather J. Mauerman
/s/ Heidi M. Wendland
------------------------------------
Heidi M. Wendland
/s/ Michael D. Wendland
------------------------------------
Michael D. Wendland
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs this statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS. (SEE 18 U.S.C. 1001).
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934,
as amended, the persons named below each hereby agrees that the Schedule 13G
filed herewith and any amendments thereto relating to the acquisition of shares
of the Common Stock of All Communications Corporation is filed jointly on
behalf of each such person.
Dated: September 28, 1998
/s/ Heather J. Mauerman
------------------------------------
Heather J. Mauerman
/s/ Heidi M. Wendland
------------------------------------
Heidi M. Wendland
/s/ Michael D. Wendland
------------------------------------
Michael D. Wendland
