SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
MARKETING SERVICES GROUP, INC.
(Name of Issuer)
Common Stock, par value $.01
(Title of Class of Securities)
570907105
(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)
October 15, 1997
(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. [ ] (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)
(Page 1 of 7 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).
<PAGE>
Schedule 13D
CUSIP NO. 570907105 13D Page 2 of 7 Pages
---------
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*
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
1,000,000
8. SHARED VOTING POWER
214,591
9. SOLE DISPOSITIVE POWER
1,000,000
10. SHARED DISPOSITIVE POWER
214,591
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,214,591
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Schedule 13D
CUSIP NO. 570907105 13D Page 3 of 7 Pages
---------
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*
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
1,132,604
8. SHARED VOTING POWER
214,591
9. SOLE DISPOSITIVE POWER
1,132,604
10. SHARED DISPOSITIVE POWER
214,591
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,347,195
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.6%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Schedule 13D
CUSIP NO. 570907105 13D Page 4 of 7 Pages
---------
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*
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
214,591
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
214,591
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
214,591
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Page 5 of 7 Pages
Item 1. Security and Issuer
This statement relates to Common Stock, par value $.01 (the "Common
Stock"), of Marketing Services Group, Inc. (the "Company"). The address of the
principal executive office of the Company is 333 Seventh Avenue, New York. This
is amendment No. 2 to a Schedule 13D that was filed on June 19, 1996 (as
previously amended, the "Schedule 13D"). Terms not defined herein shall have the
meaning ascribed to them in the Schedule 13D. Unless amended hereby, information
contained in the Schedule 13D is confirmed in all respects.
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 issued and outstanding shares of Common
Stock as of October 29, 1997. Based on information obtained from the Company,
the table assumes that there were 12,710,000 shares issued and outstanding as of
that date.
================================================================================
Number of Shares Percentage of
Name Beneficially Owned Outstanding Shares
- --------------------------------------------------------------------------------
Laura Huberfeld/Naomi 214,591 1.7%
Bodner Partnership
- --------------------------------------------------------------------------------
Laura Huberfeld 1,214,591* 9.6%
- --------------------------------------------------------------------------------
Naomi Bodner 1,347,195* 10.6%
================================================================================
- -----------------
* Includes 214,591 owned by the Partnership.
<PAGE>
Page 6 of 7 Pages
(c) The following table sets forth the sales made by the Reporting
Persons.
================================================================================
Name Date Number Price @ Share
================================================================================
Laura Huberfeld 10/15/97 862,302 $5.00
- --------------------------------------------------------------------------------
Naomi Bodner 10/15/97 173,698 $5.00
- --------------------------------------------------------------------------------
Naomi Bodner 10/15/97 130,000 $5.25
- --------------------------------------------------------------------------------
Naomi Bodner 10/15/97 300,000 $5.02625
- --------------------------------------------------------------------------------
Naomi Bodner 10/21/97 70,000 $4.875
- --------------------------------------------------------------------------------
Naomi Bodner 10/28/97 10,000 $4.5625
- --------------------------------------------------------------------------------
Naomi Bodner 10/28/97 10,000 $4.625
================================================================================
<PAGE>
Page 7 of 7 Pages
SIGNATURES
After reasonable inquiry and to the best of the undersigneds' knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: October 29, 1997
LAURA HUBERFELD/NAOMI BODNER
PARTNERSHIP
By: /s/
Laura Huberfeld, General Partner
/s/
Laura Huberfeld
/s/
Naomi Bodner
<PAGE>
