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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
ALL-COMM MEDIA CORPORATION
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
016627101
(CUSIP Number)
Laura Huberfeld
152 West 57th Street, New York, New York 10019
212-581-0500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 13, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement of Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-I(b)(3) or (4), check the following
box / /
Check the following box if a fee is being paid with the statement. /X/
(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)
NOTE: Six copies of this statement, including all exhibits should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
(Continued on following pages)
*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 ("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).
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Schedule 13D
CUSIP No. 016627101 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Laura Huberfeld
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(E) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7. SOLE VOTING POWER
N/A
8. SHARED VOTING POWER
N/A
9. SOLE DISPOSITIVE POWER
1,800,000
10. SHARED DISPOSITIVE POWER
2,011,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,011,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.7%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
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Schedule 13D
CUSIP No. 016627101 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Naomi Bodner
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(E) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7. SOLE VOTING POWER
N/A
8. SHARED VOTING POWER
N/A
9. SOLE DISPOSITIVE POWER
1,800,000
10. SHARED DISPOSITIVE POWER
2,011,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,011,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.7%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
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Schedule 13D
CUSIP No. 016627101 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Laura Huberfeld/Naomi Bodner Partnership
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(E) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7. SOLE VOTING POWER
N/A
8. SHARED VOTING POWER
N/A
9. SOLE DISPOSITIVE POWER
211,500
10. SHARED DISPOSITIVE POWER
N/A
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
211,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.22%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT
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Item 1. Security and Issuer
This statement relates to Common Stock, $.01 par value per share (the
"Common Stock"), of All-Comm Media Corporation (the "Company"). The address of
the principal executive office of the Company is 400 Corporate Pointe, Suite
780, Los Angeles, California 90230.
Item 2. Identity and Background
(a) This statement is filed on behalf of Laura Huberfeld, Naomi Bodner
and the Laura Huberfeld/Naomi Bodner Partnership of which Laura Huberfeld and
Naomi Bodner are the sole general partners ("Partnership") (collectively the
"Reporting Persons").
(b) The business address for all Reporting Persons is 152 West 57th
Street, New York, New York 10019.
(c) Mmes. Huberfeld and Bodner's principal occupation is personal
investments. Partnership is a New York general partnership engaged in
investments and financial advice. All Reporting Persons conduct their respective
businesses primarily at the address above.
(d) During the last five years, none of the Reporting Persons has been
convicted in a criminal proceeding.
(e) During the last five years, none of the Reporting Persons has been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction relating to the violation of any federal or state securities law.
(f) Each of the individual Reporting Persons is a US citizen.
Item 3. Source and Amount of Funds or other Consideration
All of the funds used in the acquisition of Common Stock or warrants to
acquire Common Stock came from personal or internal working capital of the
Reporting Persons.
Item 4. Purpose of Transaction
All securities listed under Item 5 below have been acquired for
investment. None of the Reporting Persons has any plans with respect to any of
such securities which is referred to in Items 4(a)-4(j) of Schedule 13D.
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Item 5. Interest in Securities of the Issuer.
(a) The following table shows the beneficial ownership of each of the
Reporting Persons in the Company's Common Stock, the basis of such ownership,
and the percentage of the total number of outstanding shares of Common Stock as
of June 13, 1996. The table assumes that the Conversion Price (as defined below)
as of the date of this filing is $1.25. As set forth in subsection (c) hereof,
this number may be subject to adjustment based on fluctuations in the market
price of the Common Stock which may affect the Conversion Price. The table
assumes further that all Preferred Stock and Warrants (as hereinafter defined)
were converted and exercised, as the case may be, and that the total number of
outstanding shares of the Company's Common Stock is 3,186,734 prior to such
conversion and exercise.
Name Number of Shares Percentage of
Beneficially Owned Outstanding Shares
Laura Huberfeld/ Naomi Bodner
Partnership(1) 211,500 6.22%
Laura Huberfeld(2) 2,011,500 38.70%
Naomi Bodner(2) 2,011,500 38.70%
(1) Consists of 94,000 shares issuable upon conversion of Preferred Stock
and 117,500 shares issuable upon exercise of Warrants.
(2) Includes 800,000 shares issuable upon conversion of Preferred Stock and
1,000,000 shares issuable upon exercise of Warrants. Also includes
211,500 shares issuable upon conversion of Preferred Stock and exercise
of Warrants held by Partnership.
(b) Mmes. Huberfeld and Bodner share voting and dispositive power over
all securities owned by Partnership. Mmes. Huberfeld and Bodner each disclaim
beneficial ownership in the Common Stock owned by the other party which are
reported herewith. In addition, Partnership disclaims beneficial ownership in
the Common Stock owned by Mmes. Huberfeld and Bodner in their individual
capacities. There is no written arrangement respecting voting and dispositive
powers with respect to the Common Stock.
(c) Pursuant to a private placement, on June 13, 1996, Ms. Huberfeld
and Ms. Bodner each purchased from the Company 20 units ("Units") at $50,000 per
Unit. Each Unit consists of 100 shares of Series B Convertible Preferred Stock
("Preferred Stock") having a redemption value of $50,000 per share and warrants
("Warrants") to purchase 50,000 shares of Common Stock at $2.50 per share for a
period of three years, or, if earlier, a period
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which shall expire when (a) there shall have been filed a registration
statement with respect to the shares underlying the Warrants which shall have
been effective for not less than ninety consecutive days, and (b) the closing
price per share of Common Stock on the Nasdaq shall not have been less
than $8.00 for 20 consecutive trading days . The Preferred Stock will at the
option of the holder be convertible into shares of Common Stock at the lesser
of $1.25 per share or 80% of the average closing sales price of the Common
Stock as quoted on the Nasdaq during the last five trading days prior to
conversion (the Conversion Price"). Also on June 13, 1996, Partnership
purchased 2.35 Units.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
See the disclosures under Items 2 and 5(b)
Item 7. Material to be Filed as Exhibits
(1) Agreement among Reporting Persons to Joint
Filing of Schedule 13D.
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SIGNATURES
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: June 18, 1996
LAURA HUBERFELD/NAOMI BODNER
PARTNERSHIP
By: /s/ Naomi Bodner
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Title: General Partner
/s/ Laura Huberfeld
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Laura Huberfeld
/s/ Naomi Bodner
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Naomi Bodner
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EXHIBIT 1
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Agreement
Joint Filing of Schedule 13D
The undersigned hereby agree to jointly prepare and file a Schedule 13D
and any future amendments thereto reporting each of the undersigned's ownership
of securities of All-Comm Media Corporation and hereby affirm that such Schedule
13D is being filed on behalf of each of the undersigned.
Dated: June 18, 1996
LAURA HUBERFELD/NAOMI BODNER PARTNERSHIP
By: /s/ Naomi Bodner
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/s/ Laura Huberfeld
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Laura Huberfeld
/s/ Naomi Bodner
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Naomi Bodner
