SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
AmeriCom USA, Inc.
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(Name of Issuer)
Class A, Common Stock
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(Title of Class of Securities)
03061Q 201
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(CUSIP Number)
Robert Cezar Roger D. Linn, Esq.
AmeriCom USA, Inc. Bartel Eng Linn & Schroder
5900 Hollis Street, Suite R-1 300 Capitol Mall, Suite 1100
Emeryville, CA 94608 Sacramento, CA 95814
(805) 542-6700 (916) 442-0400
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 22, 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 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. |_|
Check the following box if a fee is being paid with the statement. |_| (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*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 the
disclosures provided in a prior cover page.
The information required in 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 ("Act") 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).
<PAGE>2
CUSIP No. 03061Q 201
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1. NAME OF REPORTING PERSON ROBERT M. CEZAR
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a |_|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
N/A
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |_|
N/A
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Canadian
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7. SOLE VOTING POWER
NUMBER OF 13,637,129
SHARES ------------------------------
BENEFICIALLY
OWNED 8. SHARED VOTING POWER
BY EACH
REPORTING 0
PERSON WITH ------------------------------
9. SOLE DISPOSITIVE POWER
13,637,129
------------------------------
10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,637,129
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.4%
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14. TYPE OF REPORTING PERSON*
IN
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<PAGE>3
Item 1. Security and Issuer.
This statement relates to Class A Common Stock, $.0001 par value of
AmeriCom USA, Inc., a Delaware corporation ("Issuer"). The address of the
Issuer's principal executive office is AmeriCom USA, Inc., 5900 Hollis Street,
Suite R-1, Emeryville, California 94608.
Item 2. Identity and Background.
The person filing this statement is Robert M. Cezar. His business
address is AmeriCom USA, Inc., 5900 Hollis Street, Suite R-1, Emeryville,
California 94608. His principal occupation is as the Chief Executive Officer of
AmeriCom USA, Inc., located at the above address.
Robert M. Cezar, during the past five (5) years, has not (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction, and as a result of such
proceeding, was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to United
States federal or state securities laws or finding any violation with respect to
such laws. Robert M.
Cezar is a citizen of Canada.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of the Transactions.
The purpose of this report is to report certain gifts of shares of the
Issuer's Class A Common Stock made by Robert M. Cezar.
Robert M. Cezar, subject to and depending upon availability of prices he
deems favorable, may purchase additional shares of the Issuer's Class A Common
Stock from time to time in the open market or in privately negotiated
transactions with third parties. Further, while it is not the present intention
of Robert M. Cezar to do so, he reserves the right to dispose of the shares of
Class A Common Stock held by him in the open market, in privately negotiated
transactions with third parties or otherwise, depending upon market conditions
and other factors.
Item 5. Interest in Securities of the Issuer.
(a) Robert M. Cezar beneficially owns 13,637,129 or 32.4% of the shares of
Class A Common Stock.
(b) Robert M. Cezar has the sole power to vote and dispose of 13,637,129
shares of Class A Common Stock.
(c) On March 22, 2000, Robert M. Cezar disposed of 620,391 and 200,000
shares of Class A Common Stock of Robert M. Cezar, in Trust, by
distribution to its beneficiaries.
(d) Not applicable.
<PAGE>4
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Not applicable.
Item 7. Materials to be Filed as Exhibits.
Not applicable.
<PAGE>5
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. This signature page may be executed in one or more counterparts, each
of which shall constitute one and the same instrument.
Dated: April 26, 2000 ROBERT M. CEZAR
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Robert M. Cezar
