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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. 1)*
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)
December 23, 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. [ ]
(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 13 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 Page 2 of 13 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*
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
NUMBER OF 829,391
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 94,000
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 1,829,391
10. SHARED DISPOSITIVE POWER
211,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,040,891
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.77%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
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Schedule 13D
CUSIP No. 016627101 13D Page 3 of 13 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*
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
NUMBER OF 829,391
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 94,000
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 1,829,391
10. SHARED DISPOSITIVE POWER
211,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,040,891
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.77%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
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Schedule 13D
CUSIP No. 016627101 13D Page 4 of 13 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*
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
NUMBER OF 7. SOLE VOTING POWER
SHARES 94,000
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH -0-
REPORTING
PERSON WITH 9. SOLE DISPOSITIVE POWER
211,500
10. SHARED DISPOSITIVE POWER
-0-
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)
2.53%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT
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Page 5 of 13 Pages
This statement constitutes Amendment No. 1 to the statement on Schedule 13D
filed with the Securities and Exchange Commission on June 19, 1996 (the
"Original Statement"), of the Laura Huberfeld/Naomi Bodner Partnership (the
"Partnership"), Laura Huberfeld and Naomi Bodner (collectively, the "Reporting
Persons"), filing jointly. All defined terms hereunder have the meanings set
forth in the Original Statement. This Amendment No. 1 reflects certain material
changes in the information set forth in the Original Statement, as follows:
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 January 7, 1997. The table assumes that all Warrants have been exercised and
that the total number of outstanding shares of the Company's Common Stock is
8,258,108 prior to such exercise.
Number of Shares Percentage of
Name Beneficially Owned Outstanding Shares
- ---- ------------------ ------------------
Laura Huberfeld/
Naomi Bodner
Partnership(1) 211,500 2.53%
Laura Huberfeld(2) 2,040,891 21.77%
Naomi Bodner(2) 2,040,891 21.77%
(1) Includes 94,000 shares of Common Stock and 117,500 shares issuable upon
exercise of Warrants.
(2) Includes 829,391 shares of Common Stock and 1,000,000 shares issuable upon
exercise of Warrants. Also includes 211,500 shares beneficially owned by the
Partnership.
(b) Mmes. Huberfeld and Bodner share voting and dispositive power over all
securities owned by the Partnership. Mmes. Huberfeld and Bodner each disclaim
beneficial ownership in the Common Stock owned by the other party which is
reported herewith. In addition, the 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) On December 23, 1996, Ms. Huberfeld and Ms. Bodner each converted 2,000
shares of Series B Convertible Preferred Stock ("Preferred Stock"), including
all outstanding accrued dividends, into 829,391 shares of Common Stock at $1.25
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Page 6 of 13 Pages
per share. Also on December 23, 1996, the Partnership converted 235 shares of
Preferred Stock into 94,000 shares of Common Stock at $1.25 per share.
(e) On December 23, 1996, the Partnership ceased to be the beneficial owner
of more than 5% of the Company's Common Stock.
Item 7. Material to be Filed as Exhibits.
1. Amended and Restated Series B Conversion Agreement.
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Page 7 of 13 Pages
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: January 8, 1997
LAURA HUBERFELD/NAOMI BODNER PARTNERSHIP
By: /s/ [TO COME]
Title: General Partner
/s/ Laura Huberfeld
Laura Huberfeld
/s/ Naomi Bodner
Naomi Bodner
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Page 8 of 13 Pages
EXHIBIT 1
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Page 9 of 13 Pages
AMENDED AND RESTATED SERIES B CONVERSION AGREEMENT
Amended and Restated Series B Conversion Agreement dated as of December 23,
1996 among All-Comm Media Corporation (the "Company") and each of the Company's
securityholders party hereto.
WHEREAS, the Company has issued and outstanding 6,200 shares of its Series
B Convertible Preferred Stock, par value $.01 per share (the "Series B Preferred
Stock");
WHEREAS, the shares of Series B Preferred Stock are currently convertible
into shares of the Company's common stock, par value $.01 per share (the "Common
Stock"), in accordance with the certificate of designations for of the Series B
Preferred Stock;
WHEREAS, the Company has filed a registration statement with the Securities
and Exchange Commission for a proposed underwritten public offering (the
"Offering") of shares of Common Stock and for the delayed offering of shares of
Common Stock by certain delayed selling securityholders;
WHEREAS, the lead underwriter for the Offering has advised the Company that
the existence of the current number of outstanding options, warrants or other
rights convertible or exercisable for shares of the Common Stock could be
detrimental to the Offering and to secondary trading in the Common Stock
following consummation of the Offering;
WHEREAS, in support of the Offering, the holders of the Series B Preferred
Stock would like to convert their shares of Series B Preferred Stock into shares
of Common Stock;
WHEREAS, the undersigned holders of Series B Preferred Stock also hold
Common Stock purchase warrants (the "Series B Warrants") originally issued with
the Series B Preferred Stock and expect to derive significant benefit from the
Offering;
WHEREAS, the parties hereto are parties to a Series B Conversion Agreement
dated as of November 20, 1996 (the "Old Agreement"); and
WHEREAS, the parties wish to amend and restate the Old Agreement to change
the date of the consummation of the transactions contemplated thereby from
immediately prior to the Offering to December 23, 1996;
NOW THEREFORE, in consideration of the premises and for other good and
valuable consideration, and receipt and sufficiency which are hereby
acknowledged, the parties hereto agree as follows:
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Page 10 of 13 Pages
1. Conversion of Series B Preferred Stock. On and as of the date hereof,
each of the undersigned holders of Series B Preferred Stock will convert (i) all
outstanding accrued dividends on the Series B Preferred Stock held by such
person and (ii) all of the shares of Series B Preferred Stock held by such
person, into shares of Common Stock in accordance with the certificate of
designations for the Series B Preferred Stock. Notwithstanding such conversions,
the Series B Warrants shall remain in full force and effect. The holders of the
shares of Common Stock into which the Series B Preferred Stock was converted and
of the Series B Warrants shall have the same registration rights as such holders
had under the agreement dated June 7, 1996 between the Company and such holders
with respect to the shares of Common Stock into which the Series B Preferred
Stock was converted and the shares of Common Stock for which the Series B
Warrants are exercisable.
2. Securities Law Matters. Each of the undersigned holders of Series B
Preferred Stock severally acknowledges and agrees that: (a) the shares of Common
Stock to be issued to it upon conversion of shares of Series B Preferred Stock
have not been registered under the Securities Act of 1933, as amended (the
"Securities Act"); (b) such shares may not be freely resold or transferred
absent registration under the Securities Act or an exemption therefrom; (c) it
is acquiring such shares for its own account for investment purposes only and
not with a view towards the resale or distribution thereof; (d) it may be
required to hold such shares for an indefinite period; (e) certificates
representing such shares may bear restrictive legends and the Company may
instruct its transfer agent to place stop transfer orders with respect thereto;
(f) it is an "accredited investor" within the meaning of Rule 501(a) of
Regulation D under the Securities Act; and (g) it is aware that the Company is
issuing such Common Stock in transactions exempt from the registration
requirements of the Securities Act pursuant to Regulation D or other exemptions
from registration.
3. Miscellaneous. This Agreement may not be modified except in a writing
signed by or on behalf of all of the parties hereto. This Agreement constitutes
the entire agreement of the parties with respect to the conversion of the
outstanding shares of Series B Preferred Stock, and supersedes the Old
Agreement. This Agreement may be signed in one or more counterparts, all of
which shall constitute a single original.
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Page 11 of 13 Pages
IN WITNESS WHEREOF, each of the undersigned has duly signed or caused this
Amended and Restated Series B Conversion Agreement to be signed on its or their
behalf as of this 23rd day of December, 1996.
All-Comm Media Corporation
By:
Name:
Title:
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Bryan I. Finkel
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Seth Antine
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Naomi Bodner
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Israel A. Englander - IRA
F/B/O
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Laura Huberfeld
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Chanie Lerner
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Seth Fireman
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Rita Folger
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Fred Rudy
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Seymour Huberfeld
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Keren M.Y.C.B. Elias
Foundation
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Malca Sand
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Erza Birnbaum
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Joshua Schwartz
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Jonathan Mayer
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Cong. Ahavas Tzd Okah V. Ches
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Yeshiva of Telshe Alumni
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Birdsall Corp N.V.
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Laura Huberfeld/Naomi Bodner
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Shekel Hakodesh
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Bais Kaila Torah Prep. HS
for Girls
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Namax Corp.
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Ohr Somayach Tanenbaum Educ.
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Moshe Muller
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Friends of Kiryat Meor Chaim
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The Nais Corp.
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Richard Stadtmauer
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Irwin Gross
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Charles Nebenzahl
