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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
MARKETING SERVICES GROUP, INC.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
570907105
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(CUSIP Number)
ALAN I. ANNEX, ESQ.
CAMHY KARLINSKY & STEIN LLP
1740 BROADWAY, 16TH FLOOR
NEW YORK, NEW YORK 10019-4315
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
JULY 11, 1997
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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 this statement [_]. (A fee
is not required only if the filing 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.
* 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).
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SCHEDULE 13D
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CUSIP NO. 570907105
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NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
1 Jeremy Barbera
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [_]
(B) [_]
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3 SEC USE ONLY
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SOURCE OF FUNDS*
4
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
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NUMBER OF SOLE VOTING POWER
SHARES 7
BENEFICIALLY 3,800,758
OWNED BY -------------------------------------
EACH
REPORTING 8 SHARED VOTING POWER
PERSON WITH -------------------------------------
9 SOLE DISPOSITIVE POWER
1,683,258
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10 SHARED DISPOSITIVE POWER
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
11 3,800,758
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
30.5%
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TYPE OF REPORTING PERSON*
14
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS)
OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 4 Pages
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This statement constitutes Amendment No. 1 to the statement on Schedule 13D
filed with the Securities and Exchange Commission on October 21, 1996 (the
"Original Statement"), of Jeremy Barbera. 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 1. SECURITY AND ISSUER
This statement relates to the common stock, par value $.01 per share,
of Marketing Services Group, Inc. ("MSGI"), whose principal executive offices
are located at 333 Seventh Avenue, New York, New York 10001.
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement is filed by Jeremy Barbera.
(b) Mr. Barbera's business address is c/o Marketing Services
Group, Inc. Corporation, 333 Seventh Avenue, New York,
New York 10001.
(c) Mr. Barbera serves as Chairman and Chief Executive Officer and
performs such services at MSGI's offices at 333 Seventh
Avenue, New York, New York.
(d) During the preceding five years, Mr. Barbera has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the preceding five years, Mr. Barbera has not 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, federal or state securities
laws or finding any violation with respect to such laws; and
(f) Mr. Barbera is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The consideration for Mr. Barbera's acquisition of beneficial ownership
of 150,000 shares of MSGI common stock (the "MSGI shares") consists of 100% of
Mr. Barbera's shares of Pegasus common stock. Mr. Barbera acquired the MSGI
Shares pursuant to the Agreement and Plan of Merger effective as of July 1, 1997
(the "Merger Agreement"), by and between MSGI, Pegasus Internet, Inc.
("Pegasus"), PII Merger Corp ("PII"), Robert Bourne, Jeremy Barbera, Robert
K. Bourne and Kathleen R. Bourne. The Merger Agreement contemplates, among other
things, that (i) PII and Pegasus merge, (ii) the surviving company remain as a
wholly owned subsidiary of MSGI (the "Merger") and (iii) the shareholders of
Pegasus exchange their shares of Pegasus common stock for shares of MSGI common
stock. The transactions contemplated by the Merger Agreement were consummated
on July 11, 1997.
ITEM 4. PURPOSE OF TRANSACTION
This filing is being made pursuant to the following transactions:
(1) Options to acquire 333,334 shares of common stock vested with Mr.
Barbera on May 27, 1997 pursuant to the terms of his employment agreement.
(2) In March of 1997, in order to obtain $2.1 million in working capital
and reduce overhang, MSGI accepted offers from certain warrant holders to
exercise warrants for 3,152,500 shares of common stock at discounted exercise
prices. On June 17, 1997, as agreed by the parties, Mr. Barbera received an
irrevocable voting proxy from three shareholders permitting him to vote
2,117,500 shares of the common stock of MSGI until December 17, 1998.
(3) The purposes of the Merger are to permit MSGI to acquire ownership
of Pegasus and to permit the former shareholders of Pegasus to acquire shares
of MSGI, a publicly-held company, and participate in the business and future
prospects of MSGI, including those of its consolidated subsidiaries.
Mr. Barbera has acquired the MSGI Shares for investment purposes.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Jeremy Barbera beneficially owns 3,800,758 shares, or 30.5% of
MSGI's outstanding common stock (based upon 12,026,764
shares of MSGI common stock outstanding on July 11, 1997)
of which (i) 1,238,400 shares are owned by Mr. Barbera, (ii)
111,524 shares are issuable to Mr. Barbera in the event of
conversion into common stock of an MSGI promissory note,
(iii) options to acquire 333,334 shares of common
Page 3 of 4 Pages
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stock have been issued to Mr. Barbera under his employment
agreement and (iv) 2,117,500 shares may be voted by Mr.
Barbera until December 17, 1998.
(b) Mr. Barbera has the sole right to vote, direct the vote of
3,800,758 shares of which he has the right to dispose of
and/or direct the disposition of 1,683,258 shares.
(c) Mr. Barbera has effected no transactions in MSGI's
securities during the preceding 60 days.
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds
from the sale of, the MSGI shares which are the subject of
this statement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
(a) Form of Irrevocable Voting Proxy.
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.
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Date Signature
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Name/Title
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IRREVOCABLE PROXY
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The undersigned, a stockholder of All-Comm Media Corporation, a
Nevada corporation (the "Company"), hereby appoints J. Jeremy Barbera as proxy
and attorney-in-fact, with right of substitution, and hereby authorizes him to
represent and vote in his discretion all of the shares of common stock of the
Company owned by the undersigned (the "Shares") at all shareholders meetings, or
any adjournment or adjournments thereof. The undersigned further agrees that to
the extent the undersigned transfers the Shares by means other than the sale
into the open market through a registered broker-dealer that the undersigned
will cause such purchaser to become a party to a proxy in favor of Mr. Barbera.
Nothing in this proxy shall prohibit the undersigned from selling the Shares
into the open market through a registered broker-dealer. This proxy shall remain
in full force and effect for a period of eighteen (18) months from the date
hereof. This proxy shall be governed by and construed in accordance with the
laws with the State of New York.
Dated: June 17, 1997
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Number of Shares of Common Stock
held by such Stockholder
