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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
under the Securities Exchange Act of 1934
UNITED MAGAZINE COMPANY
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(Name of Issuer)
Common Stock, no par value
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(Title and Class of Securities)
91-0810209
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(CUSIP Number)
Ruth Hunter Smith, Esq.
5131 Post Road
Dublin, Ohio 43017
(614) 792-0777
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With copies to:
Robert K. Rupp, Esq.
Baker & Hostetler
65 East State Street, Suite 2100
Columbus, Ohio 43215
(614) 228-1541
February 9, 1998
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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 Schedule: [X]
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CUSIP No. 91-0810209
(1) Names of Reporting Persons. S.S.
or I.R.S. Identification Nos. of George R. Klein
Above Persons SS-No.:
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(2) Check the Appropriate Box if a (a) X
Member of a Group (see ------------------------
instructions) (b)
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(3) SEC Use Only
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(4) Source of Funds (see instructions) 00 (other)
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(5) Check 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 U.S. Citizen
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Number of Shares (7) Sole Voting
Beneficially Owned Power 1,169,502
by Each Reporting ----------------------------------------------------
Person With (8) Shared Vot-
ing Power
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(9) Sole Disposi-
tive Power 1,169,502
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(10) Shared
Dispositive Power
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(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 1,169,502
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(12) Check if the Aggregate Amount in
Row (11) Excludes Certain Shares
(see instructions)
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(13) Percent of Class Represented by
Amount in Row (11) 15.7%
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(14) Type of Reporting Person (see
instructions) IN
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Item 1. Security and Issuer.
The class of equity securities to which this statement relates is the
common shares, without par value, of United Magazine Company, an Ohio
corporation (the "Company"). The principal executive offices of the Company are
located at 5131 Post Road, Dublin, Ohio 43017.
Item 2. Identity and Background.
(a) George R. Klein ("Klein")
(b)
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(c) Division President
United Magazine Company
wholesale periodical distributor
5131 Post Road
Dublin, Ohio 43017
(d) During the last five years, Mr. Klein has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Mr. Klein has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which proceeding Mr. Klein 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.
(f) U.S. citizen.
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Item 3. Source and Amount of Funds or Other Consideration.
Mr. Klein acquired common shares, without par value ("Common Shares") of
United Magazine Company, an Ohio corporation (the "Company"), in transactions
which closed on February 9, 1998. In these transactions, the Company acquired
stock of independent periodical wholesale companies of which Mr. Klein was the
owner. See Item 4 for a description of the transactions. The consideration paid
by Mr. Klein for such Common Shares consisted of shares of stock which were
exchanged for Common Shares and Senior and Subordinated Debentures of the
Company. Mr. Klein also acquired additional Common Shares as payment of 67% of
the accrued interest due through December 31, 1997 under the Senior and
Subordinated Debentures of the Company.
Item 4. Purpose of Transactions.
At the annual shareholders meeting of the Company held on September 3,
1997, the shareholders approved a number of acquisitions by the Company. Mr.
Klein was a shareholder of companies acquired and he received his Common Shares
of the Company in consideration for the transfer by him of stock in such
acquired companies in exchange for Common Shares and Senior and Subordinated
Debentures of the Company. The following is a summary of such transactions.
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Other than as described or referred to above, the Company is currently
attempting to raise additional equity by the issuance of its Common Shares
pursuant to a private offering. None of the persons filing this Schedule 13D
has any present plans or proposals which relate to or would result in: (a) the
acquisition by any person of additional securities of the Company or the
disposition of securities of the Company; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Company or any of its subsidiaries; (d) any change in the
present board of directors or management of the Company, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board; (e) any material change in the present capitalization
or dividend policy of the Company; (f) any other material change in the
Company's business or corporate structure; (g) changes in the Company's
Articles of Incorporation or Code of Regulations or other actions which may
impede the acquisition or control of the Company by any person; (h) causing the
shares to cease to be authorized to be quoted in an interdealer quotation
system or a registered national securities association; (i) a class of equity
securities of the Company becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to
any of those enumerated above. Each of the parties filing this Schedule 13D
reserves the right to formulate plans or proposals, and to take such action, in
the future with respect to any or all of the matters referred to in this Item
and any other matters as any of them may determine.
Item 5. Interest in Securities of Issuer.
(a)
Common Shares Percent of
Name Beneficially Owned Class
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George R. Klein 1,169,502 15.7%
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The nature of the beneficial ownership of all shares listed above is
sole voting and investment power.
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect
to Securities of the Issuer.
None.
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Signatures
After reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: March 25, 1998
/s/ GEORGE R. KLEIN
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George R. Klein
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