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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ____2____)
NAME OF ISSUER: OneComm Corporation
TITLE OF CLASS OF SECURITIES: Class A Common Stock, par value
$.001 per share.
CUSIP NO. 682435102
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).
* 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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(1) NAME OF REPORTING PERSON: The Chase Manhattan Corporation
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: 13-2633613
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) []
(B) [X]
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH: (5) SOLE VOTING POWER:
1,234,690 Common Shares
(6) SHARED VOTING POWER:
0 Common Shares
(7) SOLE DISPOSITIVE POWER:
1,234,690 Common Shares
(8) SHARED DISPOSITIVE POWER:
0 Common Shares
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,234,690 Common Shares
(10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
Not Applicable
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 6.81%
(12) TYPE OF REPORTING PERSON: HC
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(1) NAME OF REPORTING PERSON: The Chase Manhattan Bank, N.A.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: 13-2633612
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) []
(B) [X]
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH: (5) SOLE VOTING POWER:
1,234,690 Common Shares
(6) SHARED VOTING POWER:
0 Common Shares
(7) SOLE DISPOSITIVE POWER:
1,234,690 Common Shares
(8) SHARED DISPOSITIVE POWER:
0 Common Shares
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,234,690 Common Shares
(10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
Not Applicable
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 6.81%
(12) TYPE OF REPORTING PERSON: BK
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(1) NAME OF REPORTING PERSON: Chase Manhattan Capital Corporation
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: 13-1967012
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) []
(B) [X]
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION: New York
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH: (5) SOLE VOTING POWER:
912,385 Common Shares
(6) SHARED VOTING POWER:
0 Common Shares
(7) SOLE DISPOSITIVE POWER:
912,385 Common Shares
(8) SHARED DISPOSITIVE POWER:
0 Common Shares
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
912,385 Common Shares
(10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
Not Applicable
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
5.12%
(12) TYPE OF REPORTING PERSON: CO
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ITEM 1 (a) NAME OF ISSUER: OneComm Corporation
ITEM 1 (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
4643 South Ulster Street, Suite 500
Denver, CO 80237
ITEM 2 (a) NAME OF PERSON FILING:
The Chase Manhattan Corporation (CMC)
The Chase Manhattan Bank, N.A. (CMB)
Chase Manhattan Capital Corporation (CMCC)
ITEM 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
One Chase Manhattan Plaza
New York, New York 10081
ITEM 2 (c) CITIZENSHIP:
State of Delaware (CMC)
United States (CMB)
State of New York (CMCC)
ITEM 2 (d) TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.001 per share (the "Shares")
ITEM 2 (e) CUSIP NO: 682435102
ITEM 3 If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b), check whether the persons filing are:
This statement is not being filed pursuant to Rule 13d-1(b)
or 13d-2(b).
Item 4. OWNERSHIP:
(a) Amount Beneficially Owned:
CMCC is the beneficial owner of 912,385 Shares. CMB is the
beneficial owner of 322,305 Shares by virtue of its direct
ownership of an exercisable warrant to purchase 322,305 Shares.
By virtue of its ownership of all of the outstanding common stock
of CMCC, CMB may be deemed to possess indirect beneficial ownership
of the Shares beneficially owned by CMCC. By virtue of its
ownership of all of the outstanding common stock of CMB, CMC may
be deemed to possess indirect beneficial ownership of the Shares
beneficially owned by CMCC and CMB.
The filing of this Statement by CMC and CMB shall not be construed
as an admission that CMC or CMB is, for purposes of Section 13(d)
or 13(g) of the Act, the beneficial owner of any securities
covered by this statement.
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(b) Percent of Class:
CMCC is the beneficial owner of 5.12% of the outstanding
Shares. CMB is the beneficial owner of 1.78% of the outstanding
Shares. By virtue of its ownership of all of the outstanding
common stock of CMCC, CMB may be deemed to possess indirect
beneficial ownership of the Shares beneficially owned by CMCC.
By virtue of its ownership of all of the outstanding common stock
of CMB, CMC may be deemed to possess indirect beneficial
ownership of the Shares beneficially owned by CMCC and CMB.
The percentages calculated in this Item 4 are based upon
17,818,228 Shares outstanding as of October 21, 1994, as disclosed
in OneComm Corporation's Form 10Q for the quarter ended September
30, 1994.
(c) Number of shares as to which the Filing Persons have:
(i) sole power to vote or to direct the vote:
CMCC has sole power to vote or to direct the vote of
912,385 Shares. CMB has the sole power to vote or direct the
vote of 322,305 Shares by virtue of its direct ownership of an
exercisable warrant to purchase 322,305 Shares. By virtue of
its ownership of all of the outstanding common stock of CMCC,
CMB may be deemed to possess sole power to vote or to direct
vote of the 912,385 Shares beneficially owned by CMCC. By
virtue of its ownership of all of the outstanding common
stock of CMB, CMC may be deemed to possess sole
power to vote or to direct the vote of the 1,234,690 Shares
beneficially owned by CMCC and CMB.
(ii) shared power to vote or to direct the vote:
0 Shares
(iii) sole power to dispose or to direct the disposition of:
CMCC has sole power to dispose or to direct the disposition of
the 912,385 Shares. CMB has sole power to dispose or to
direct the disposition of 322,305 Shares by virtue of its
direct ownership of an exercisable warrant to purchase 322,305
Shares. By virtue of its ownership of all of the
outstanding common stock of CMCC, CMB may be deemed to possess
sole power to dispose or to direct the disposition of the
912,385 Shares beneficially owned by CMCC. By virtue of its
ownership of all of the outstanding common stock of CMB, CMC
may be deemed to possess sole power to dispose or to direct
the disposition of the 1,234,690 Shares beneficially owned by
CMCC and CMB.
(iv) shared power to dispose or direct the disposition of:
0 Shares
Item 5. Ownership of Five Percent or Less of a Class:
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable
Item 7. Identification and Classification of Subsidiaries Which
Acquired the Security Being Reported on By the Parent Holding
Company:
See Exhibit 1
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Item 8. Identification and classification of Members of the Group:
Not Applicable
Item 9. Notice of Dissolution of Group:
Not Applicable
ITEM 10. CERTIFICATION:
Not Applicable
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SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this statement
is true, complete and correct.
THE CHASE MANHATTAN CORPORATION
Dated: February 14, 1995 By:/s/John V. Caulfield
John V. Caulfield, Vice President
THE CHASE MANHATTAN Bank, N.A.
Dated: February 14, 1995 By:/s/John V. Caulfield
John V. Caulfield, Vice President
THE CHASE MANHATTAN CAPITAL CORPORATION
Dated: February 14, 1995 By:/s/Sylvia D. Leary
Sylvia D. Leary, Vice President
As of: December 31, 1994
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EXHIBIT INDEX
Exhibit
Number Document
1 Identification of Subsidiaries
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Exhibit 1
Identification of Subsidiaries
<TABLE>
<CAPTION>
Name Classification
<S> <C>
The Chase Manhattan Bank, N.A. BK
Chase Manhattan Capital Corporation CO
See also Item 4 of the Schedule 13G.
</TABLE>
