<PAGE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: October 11, 1996
ALL-COMM MEDIA CORPORATION
400 Corporate Pointe, Suite 780
Culver City, California 90230
(310) 342-2800
<TABLE>
<S> <C> <C>
Nevada 0-16730 88-0085608
(State of Incorporation) (Commission File No.) (IRS Id. No.)
</TABLE>
Exhibit Index on Page 5
<PAGE>
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 10, 1996, Metro Merger Corp., a wholly-owned subsidiary
("Merging Subsidiary") of All-Comm Media Corporation ("All-Comm" or the
"Company") merged with and into Metro Services Group, Inc. ("Metro") pursuant to
an Agreement and Plan of Merger, dated as of October 1, 1996 (the "Merger
Agreement"), among Merging Subsidiary, All-Comm, Metro, J. Jeremy Barbera, Janet
Sautkulis and Robert M. Budlow. At the effective time of such merger (the
"Merger"), among other things, (i) each then-outstanding share of common stock,
no par value, of Metro ("Metro Common Stock") was converted into the right to
receive (x) 18,140 shares of common stock, par value $.01 per share, of All-Comm
("All-Comm Common Stock") and (y) a negotiable promissory note (a "Note") in a
face amount of $10,000; (ii) each share of Metro Common Stock held in Metro's
treasury or owned by Metro or Merging Subsidiary was canceled without payment of
any consideration therefor; and (iii) each then-outstanding share of common
stock, par value $.01 per share, of Merging Subsidiary was converted into one
share of Metro Common Stock (as the surviving corporation in the Merger),
registered in the name of All-Comm. The Notes shall be due and payable, together
with interest thereon at a rate of 6% per annum, on June 30, 1998, subject to
earlier repayment, at the option of the holder thereof, upon completion by the
Company of a public offering of its equity securities. The Notes are convertible
on or before maturity, at the option of the holder thereof, into shares of
All-Comm Common Stock at an exchange rate equal to $5.38 per share.
Immediately following the Merger, All-Comm owns all
outstanding shares of the common stock of Metro, which shares
represents 100% of the total voting power of the outstanding
capital stock of Metro. Prior to the Merger, each of Mr. Barbera,
Mr. Budlow and Ms. Sautkulis owned 60, 30 and 10 outstanding
shares of Metro Common Stock, respectively, which represented
in the aggregate 100% of the total voting power of Metro's
outstanding capital stock. Pursuant to the Merger Agreement,
the Board of Directors of Metro was reconstituted upon the
consummation of the Merger to consist of Messrs. J. Jeremy
Barbera, Robert M. Budlow and E. William Savage, each of whom is
an employee and, in the case of Mr. Barbera and Mr. Savage, a
director of All-Comm.
Metro provides database management and other direct marketing services
to diverse group of approximately 500 clients located throughout the United
States. These services include customer and market data analysis, database
creation and analysis, data warehousing, predictive behavioral modeling, list
processing, brokerage and management, data processing, data enhancement and
development of information systems. Metro assists its clients in defining target
markets and uses sophisticated data analysis to support clients' direct
marketing campaigns to increase the productivity of its clients' marketing
expenditures.
-2-
<PAGE>
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
The following reports and financial statements of Metro are
incorporated herein by reference to the Company's Registration
Statement on Form SB-2 filed with the Securities and Exchange
Commission on October 17, 1996:
(i) Report of Independent Accountants, dated August 29, 1996
(ii) Balance Sheets as of December 31, 1995 and June 30, 1996
(unaudited)
(iii) Statements of Operations for the years ended December 31,
1994 and 1995 and the (unaudited) six months ended June 30, 1995
and 1996
(iv) Statements of Shareholders' Equity (Deficit) for the years
ended December 31, 1994 and 1995 and the (unaudited) six months
ended June 30, 1996
(v) Statements of Cash Flows for the years ended December 31,
1994 and 1995 and the (unaudited) six months ended June 30, 1995
and 1996
(vi) Notes to Financial Statements
(b) Unaudited Pro Forma Financial Information is included herein. The
Unaudited Pro Forma Condensed Combined Balance Sheets have been
prepared based upon the audited historical consolidated balance
sheet of All-Comm as of June 30, 1996 and the unaudited
historical condensed balance sheet of Metro as of June 30, 1996
and gives effect to acquisition of Metro by All-Comm as if it had
occurred as of June 30, 1996. The Unaudited Pro Forma Condensed
Combined Statements of Operations for the fiscal year ended June
30, 1996 have been prepared based on the audited historical
consolidated statement of operations of All-Comm for the fiscal
year ended June 30, 1996 and the unaudited historical statement
of operations of Metro for the last six months of the year ended
December 31, 1995 and the six months ended June 30, 1996 and give
effect to the acquisition of Metro as if it had occurred as of
July 1, 1995. Pro forma adjustments for each such pro forma
financial statement are described in the accompanying notes.
The following unaudited pro forma condensed combined financial
information is not necessarily indicative of the actual results
of operations or financial condition of the Company that would
have been reported if All-Comm's acquisition of Metro had
occurred as of July 1, 1995 or June 30, 1996, as the case may be,
nor does such information purport to indicate either the results
of the Company's future operations or the Company's future
financial condition. In the opinion of management, all
adjustments necessary to present fairly such pro forma financial
information have been made.
The pro forma condensed combined financial information should be
read in conjunction with the historical consolidated financial
statements and related notes of All-Comm and historical financial
statements and related notes of Metro, both of which have been
previously filed with the Commission.
3
<PAGE>
<PAGE>
(c) The following exhibit was previously filed October 11, 1996:
2.1 Agreement and Plan of Merger dated October 1, 1996 among
All-Comm Media Corporation, Metro Merger Corp., Metro
Services Group, Inc., J. Jeremy Barbera, Janet Sautkulis and
Robert M. Budlow
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ALL-COMM MEDIA CORPORATION
Date: October 31, 1996 By: /s/ Scott Anderson
----------------------------------
Name: Scott Anderson
Title: Chief Financial Officer
4
<PAGE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
=====================================================================================================
Exhibit
Number Description Page
=====================================================================================================
<S> <C> <C>
2.1 Agreement and Plan of Merger dated October
1, 1996 among All-Comm Media Corporation,
Metro Merger Corp., Metro Services Group,
Inc., J. Jeremy Barbera, Janet Sautkulis and
Robert M. Budlow (previously filed October 11, 1996)
- -----------------------------------------------------------------------------------------------------
</TABLE>
-5-
<PAGE>
<PAGE>
All-Comm Media Corporation and Metro Services Group, Inc.
Pro Forma Condensed Combined Balance Sheets as of June 30, 1996 and Pro
Forma Condensed Combined Statements of Operations For the Fiscal Year Ended
June 30, 1996
(Unaudited)
<PAGE>
<PAGE>
ALL-COMM MEDIA CORPORATION AND METRO SERVICES GROUP, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEETS
AS OF JUNE 30, 1996
<TABLE>
<CAPTION>
Historical Pro Forma
All-Comm Metro
Media Services
Corporation Group, Inc. Adjustments Combined
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 1,393,044 $ 138,004 ($ 150,000)(A) $ 1,381,048
Accounts receivable 2,681,748 1,412,110 4,093,858
Land held for sale at cost 921,465 921,465
Other current assets 107,658 22,635 130,293
----------- ----------- ---------- -----------
Total current assets 5,103,915 1,572,749 (150,000) 6,526,664
Property and equipment, net 299,045 81,637 380,682
Intangible assets, net 7,851,060 8,185,955 (A) 16,187,015
150,000 (A)
Other assets 47,046 50,000 97,046
----------- ---------- ---------- ------------
Total assets $13,301,066 $1,704,386 $8,185,955 $23,191,407
=========== ========== ========== ===========
LIABILITIES AND STOCKHOLDERS'
EQUITY
Current liabilities:
Short term borrowings $ 500,000 $ 500,000
Trade accounts payable 470,706 $1,634,219 2,104,925
Accrued salaries and wages 706,039 706,039
Accrued expenses 758,112 758,112
Income taxes payable 10,000 15,367 25,367
Current portion of long-term
obligations to related party 583,333 583,333
Related party payable 425,000 31,797 456,797
----------- ------------ -----------
Total current liabilities 3,453,190 1,681,383 5,134,573
Long term portion of long term
obligations to related party 1,516,667 $920,000 (A) 2,436,667
Other liabilities 80,315 32,958 113,273
----------- ------------ ---------- -----------
Total liabilities 5,050,172 1,714,341 920,000 7,684,513
----------- ------------ --------- -----------
Stockholders' equity:
Convertible preferred stock 82 82
Common stock 31,985 1,000 18,140 (A) 50,125
(1,000)(A)
Additional paid-in capital 14,462,306 7,237,860 (A) 21,700,166
Accumulated deficit (6,108,010) (10,955) 10,955 (A) (6,108,010)
Treasury stock (135,469) (135,469)
----------- ------------ ---------- -----------
Total stockholders' equity 8,250,894 (9,955) 7,265,955 15,506,894
----------- ------------ ---------- -----------
Total liabilities and
stockholders' equity $13,301,066 $1,704,386 $8,185,955 $23,191,407
=========== ========== ========== ===========
</TABLE>
See notes to unaudited pro forma condensed combined balance sheets.
<PAGE>
<PAGE>
ALL-COMM MEDIA CORPORATION AND METRO SERVICES GROUP, INC.
Notes to Unaudited Pro Forma Condensed Combined Balance Sheets
The unaudited pro forma condensed combined balance sheets present the historical
balance sheets of All-Comm and Metro and pro forma adjustments as if the
acquisition of Metro by All-Comm had taken place as of June 30, 1996. The pro
forma purchase accounting adjustment is summarized as follows:
(A) Represents the purchase of Metro, which had a shareholder deficit of $9,955,
for $8,176,000 (1,814,000 shares of Common Stock valued at $4 per share and
$1,000,000 aggregate face amount of promissory notes issued by the Company
to the former shareholders of Metro; the promissory notes, which have a
stated interest rate of 6%, were discounted to $920,000 to reflect an
estimated effective interest rate of 10%). In connection with the
acquisition, the Company obtained three year covenants not to compete from
the former shareholders of Metro. Acquisition costs are estimated to be
$150,000.
The acquisition was accounted for as a purchase and assets and liabilities
were recorded at fair market values, which approximated net book values. The
purchase is summarized as follows:
<TABLE>
<S> <C> <C>
Value of stock paid $7,256,000
Promissory notes payable 920,000
------------
Total purchase price 8,176,000
Acquisition costs 150,000
------------
Total costs $8,326,000
Less fair market value of:
Assets acquired 1,704,386
Liabilities assumed 1,714,341
-----------
Deficit in net tangible assets 9,955
--------------
Costs in excess of tangible net assets 8,335,955
Less estimated value of covenants not to compete 650,000
--------------
Goodwill $7,685,955
==============
</TABLE>
<PAGE>
<PAGE>
ALL-COMM MEDIA CORPORATION AND METRO SERVICES GROUP, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
FOR THE FISCAL YEAR ENDED JUNE 30, 1996
<TABLE>
<CAPTION>
Historical Pro Forma
All-Comm Metro
Media Services
Corporation Group. Inc. Adjustments Combined
<S> <C> <C> <C> <C>
Revenues $15,889,210 $8,093,860 $23,983,070
----------- ---------- -----------
Salaries and benefits 12,712,150 1,978,267 14,690,417
Direct costs 807,057 4,549,922 5,356,979
Selling, general and administrative 1,843,236 961,245 2,804,481
Professional fees 625,667 180,816 806,483
Amortization 361,537 $408,816 (A) 770,353
----------- ------------ -------- -----------
Total operating expenses 16,349,647 7,670,250 408,816 24,428,713
----------- ----------- -------- -----------
Income (loss) from operations (460,437) 423,610 (408,816) (445,643)
Interest income 12,276 12,276
Interest expense (487,638) (106,000)(B) (593,638)
----------- ------------ -------- -----------
Income (loss) before income taxes (935,799) 423,610 (514,816) (1,027,005)
Provision for income taxes (141,084) (28,950) (C) (170,034)
----------- ----------- -------- -----------
Net income (loss) ($1,076,883) $ 394,660 ($514,816) ($1,197,039)
=========== ========= ========= ===========
Net income (loss) attributable to
common stockholders ($1,094,373) $ 394,660 ($514,816) ($1,214,529)
=========== ========= ========= ===========
Primary and fully diluted loss
per share ($0.36) ($0.25)
----- -----
Weighted average common and common
equivalent shares outstanding 3,068,278 1,814,000 (D) 4,882,278
========= ========= =========
</TABLE>
See notes to unaudited pro forma condensed combined statements of operations.
<PAGE>
<PAGE>
ALL-COMM MEDIA CORPORATION AND METRO SERVICES GROUP, INC.
Notes to Unaudited Pro Forma Condensed Combined Statements of Operations
The unaudited pro forma condensed combined statements of operations combine the
results of operations of All-Comm for its fiscal year ended June 30, 1996 with
the results of operations of Metro for the year then ended. The revenues and
results of operations of the combined businesses included in the summary are not
considered by management to be indicative of the anticipated results of the
business for the periods subsequent to the acquisition by the Company, nor are
they considered to be indicative of the results of operations which might have
been attained for the period presented.
The pro forma purchase accounting adjustments reflect the effect on the combined
results for the year ended June 30, 1996 as if the Company's acquisition of
Metro had taken place at the beginning of such year. The adjustments are
summarized as follows:
(A) Reflects amortization of $8.3 million in excess of costs over the fair value
of the net deficit acquired, including $650,000 in the aggregate in
covenants not to compete. The covenants are amortized over their three year
durations and the remainder over its expected benefit period of forty years.
(B) Reflects interest expense incurred on $1,000,000 aggregate face amount of 6%
promissory notes issued to former shareholders of Metro in connection with
the Company's acquisition of Metro. The promissory notes were discounted to
$920,000 to reflect an estimated effective interest rate of 10%.
(C) Prior to its acquisition by All-Comm, Metro had elected to be taxed under
the provisions of Subchapter S of the Internal Revenue Code of 1986, as
amended. As a result, Metro's federal taxable income or loss and tax credits
were passed on through to Metro's former shareholders. Metro's tax provision
resulted from income taxes due on taxable income for states which did not
recognize Metro's "S" Corporation status. No pro forma tax provision has
been made for federal taxes in the pro forma condensed combined statements
of operations due to the availability of All-Comm's net operating loss
carryforwards.
(D) Pro forma primary and fully diluted earnings per share include the effect of
issuance of 1,814,000 shares of common stock in connection with the
Company's acquisition of Metro as if such acquisition had occurred on July
1, 1995.
