UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1 )
ALL COMMUNICATIONS CORPORATION
(Name of Issuer)
COMMON STOCK, NO PAR VALUE PER SHARE
(Title of Class of Securities)
016628109
(CUSIP Number)
Filed by February 14, 1999 Pursuant to Rule 13d-2(b)
(Date of Event which Requires filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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)
George W. 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 . . . . . . . . . . 129,500
SHARES
BENEFICIALLY (6) SHARED VOTING POWER . . . . . . . . . 0
OWNED BY
EACH (7) SOLE DISPOSITIVE POWER. . . . . . . . 129,500
REPORTING
PERSON (8) SHARED DISPOSITIVE POWER. . . . . . . 275,000
WITH
- - -------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
404,500
- - -------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
- - -------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.2%
- - -------------------------------------------------------------------------
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)
George S. 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 . . . . . . . . . . 268,000
SHARES
BENEFICIALLY (6) SHARED VOTING POWER . . . . . . . . . 0
OWNED BY
EACH (7) SOLE DISPOSITIVE POWER. . . . . . . . 0
REPORTING
PERSON (8) SHARED DISPOSITIVE POWER. . . . . . . 268,000
WITH
- - -------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
268,000
- - -------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[X]
- - -------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5%
- - -------------------------------------------------------------------------
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)
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 George W. Mauerman ("GWM"), George
S. Mauerman ("GSM") individually and as Trustee of the Adrien W. Mauerman
Testamentary Trust dated July 18, 1986 (the "Trust"), Heather J. Mauerman
("HJM"), Heidi M. Wendland ("HMW") and Michael D Wendland ("MDW"). 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 Salomon 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 or Principal Business Office or, if none,
Residence:
The business address of each of the Reporting Persons is
6585 S. Yale, Suite 500, Tulsa, OK 74136.
(c) Citizenship:
GWM, GSM, HJM, HMW and MDW are citizens of the
United States.
(d) Title of Class of Securities:
Common Stock, No Par Value (the "Shares")
(e) CUSIP Number:
016628109
Item 3. If this Statement is filed pursuant to Rules 13d-1(b) or
13d-2(b) or (c), check whether the person filing is a:
Not applicable.
If this Statement is filed pursuant to Rule 13d-1(c), check
this box [X]
Item 4. Ownership
(a) Amount Beneficially Owned:
This statement on Schedule 13G/A relates to an aggregate
total of 404,500 Shares (approximately 8.2% of the issued and outstanding
Shares of the Issuer as of February 8, 1999 based on information contained
in the Issuer's most recent filing with the Securities and Exchange
Commission), including 105,000 Shares acquirable under warrant within the
next 60 days, beneficially owned by the Reporting Persons.
GWM may be considered the beneficial owner of 404,500 Shares,
which consists of (i) 59,500 Shares owned by GWM and 70,000 Shares subject
to warrants held by GWM; (ii) 63,000 Shares owned by GSM individually and
35,000 Shares subject to warrants held by GSM individually, for which GWM
has trading authority; (iii) 170,000 Shares owned by GSM as Trustee, for
which GWM has trading authority; (iv) 5,000 Shares owned by HJM, for which
GWM has trading authority; and (v) 2,000 Shares owned by HMW, for which GWM
has trading authority.
GSM individually and as Trustee may be considered the
beneficial owner of 268,000 Shares, which consists of (i) 63,000 Shares
owned by GSM individually and 35,000 Shares subject to warrants held by GSM
individually; and (ii) 170,000 Shares owned by GSM as Trustee. GSM also
may be deemed to be the beneficial owner of (i) 129,500 Shares beneficially
owned by GWM; (ii) 5,000 Shares beneficially owned by HJM; and (iii) 2,000
Shares beneficially owned by HMW; but disclaims such beneficial ownership.
HJM may be considered the beneficial owner of 5,000 Shares.
HJM also may be deemed to be the beneficial owner of (i) 129,500 Shares
beneficially owned by GWM; (ii) 268,000 Shares beneficially owned by GSM;
and (iii) 2,000 Shares beneficially owned by HMW; but disclaims such
beneficial ownership.
HMW may be considered the beneficial owner of 2,000 Shares.
HMW also may be deemed to be the beneficial owner of (i) 129,500 Shares
beneficially owned by GWM; (ii) 268,000 Shares beneficially owned by GSM;
and (iii) 5,000 Shares beneficially owned by HJM; but disclaims such
beneficial ownership.
MDW may be considered the beneficial owner of 0 Shares. MDW
also may be deemed to be the beneficial owner of (i) 129,500 Shares
beneficially owned by GWM; (ii) 268,000 Shares beneficially owned by GSM;
(iii) 5,000 Shares beneficially owned by HJM; and (iv) 2,000 Shares
beneficially owned by HMW; but disclaims such beneficial ownership.
(b) Percent of Class:
For GWM 8.2%
For GSM 5.5%
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:
(i) Sole power of vote or to direct the vote:
(ii) Shared power to vote or to direct the vote:
(iii) Sole power to dispose or to direct the
disposition:
(iv) Shared power to dispose or to direct the
disposition:
For GWM
(i) 129,500
(ii) 0
(iii) 129,500
(iv) 275,000
For GSM
(i) 268,000
(ii) 0
(iii) 0
(iv) 268,000
For HJM
(i) 5,000
(ii) 0
(iii) 0
(iv) 5,000
For HMW
(i) 2,000
(ii) 0
(iii) 0
(iv) 2,000
For MDW
(i) 0
(ii) 0
(iii) 0
(iv) 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 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: February 8, 1999
/s/ George W. Mauerman
-----------------------------
George W. Mauerman
/s/ George S. Mauerman
-----------------------------
George S. Mauerman
/s/ Heather J. Mauerman
-----------------------------
Heather J. Mauerman
/s/ Heidi M. Wendland
-----------------------------
Heidi M. Wendland
/s/ Michael D. Wendland
-----------------------------
Michael D. Wendland
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, the persons named below each hereby agrees that the
Schedule 13G/A 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: February 8, 1999
/s/ George W. Mauerman
-----------------------------
George W. Mauerman
/s/ George S. Mauerman
-----------------------------
George S. Mauerman
/s/ Heather J. Mauerman
-----------------------------
Heather J. Mauerman
/s/ Heidi M. Wendland
-----------------------------
Heidi M. Wendland
/s/ Michael D. Wendland
-----------------------------
Michael D. Wendland
