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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3 TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
MICKELBERRY COMMUNICATIONS INCORPORATED
(Name of Issuer)
COMMON STOCK, PAR VALUE $1.00
(Title of Class of Securities)
594780 10 8
(CUSIP Number)
Mr. George Kane
Mickelberry Communications Incorporated
405 Park Avenue
New York, New York 10022
(212) 832-0303
(Name, Address and Telephone Number
of Person Authorized to Receive Notices
and Communications)
September 29, 1995
(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 the statement [ ].
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SCHEDULE 13D
CUSIP No. 594780 10 8
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MR. JAMES C. MARLAS
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
BK
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
3,000,000
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 3,000,000
WITH
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000 [ ]
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100% [ ]
14. TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
CUSIP No. 594780 10 8
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
UNION CAPITAL CORPORATION
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[ ]
b[ ]
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
Nevada
7. SOLE VOTING POWER
None
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
14. TYPE OF REPORTING PERSON*
CO
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This Amendment No. 3 to Schedule 13D amends the Schedule 13D
reporting an event that occurred on November 1, 1994 (the "Schedule 13D"), the
Amendment No. 1 to Schedule 13D reporting an event that occurred on March 21,
1995 and the Amendment No. 2 to Schedule 13D reporting an event that occurred
on March 29, 1995 which were filed by Mr. James C. Marlas and Union Capital
Corporation (and, with respect to Amendment No. 2, also by Mickelberry
Acquisition Corporation) with regards to Mickelberry Communications
Incorporated (the "Company"), and is being filed pursuant to Rule 13d-2 of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Except as disclosed herein, there has been no
change in the information previously reported in the Schedule 13D. Unless
otherwise indicated, all capitalized terms used herein but not defined herein
shall have the same meaning as set forth in the Schedule 13D.
Item 2. Identity and Background.
Item 2 is hereby amended by deleting the first paragraph and by
inserting the following as the first paragraph:
"This statement is being filed by Mr. James C. Marlas ("Mr.
Marlas"), and by Union Capital Corporation, a Nevada corporation of which Mr.
Marlas is the sole stockholder ("Union Capital"). Union Capital is engaged in
the business of private consulting and investment."
Item 2 is further amended by replacing the last sentence of the
third paragraph with the following sentence:
"Mr. Marlas is also President of Union Capital."
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Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and replaced in its entirety by the
following:
"As of the date hereof , Mr. Marlas beneficially owned 3,000,000
Shares representing all the outstanding shares of the Company. The aggregate
purchase price of the Common Stock purchased by Mr. Marlas as a result of the
merger (as described in Item 4) was approximately $15,000,000. The source of
the funds for the purchase of all such Common Stock was primarily borrowed
funds by the Company and its subsidiaries under a Loan and Security Agreement
with Harris Trust and Savings Bank and American National Bank and Trust
Company of Chicago. As of the date hereof, all of the funds borrowed to
purchase Common Stock are still outstanding.
As of the date hereof, Union Capital beneficially owned no Shares.
As a result of the merger, Shares held by Union Capital were cancelled and
retired."
Item 4. Purpose of Transaction.
Item 4 is hereby amended by replacing the fifth paragraph with the
following:
"On September 12, 1995 at a Special Meeting of Shareholders, the
Merger Agreement was approved by approximately 95 % of the votes cast at the
Special Meeting.
The merger became effective on September 29, 1995. As a result of
the merger, Mr. Marlas became the holder of 3,000,000 Shares, constituting all
the outstanding shares of the Company."
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Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended by replacing the chart in the first
paragraph with the following:
"Beneficial Owner Number of Shares Percentage
Mr. James C. Marlas 3,000,000 (1) 100%
Union Capital Corporation 0 0"
Item 5 is further amended by deleting the second
paragraph and replacing it with the followng:
"No transactions in the Common Stock were effected by Mr. Marlas or
Union Capital within the 60 day period prior to the date of this filing other
than as contemplated by the Merger Agreement."
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Item 6 is hereby amended by deleting the first and second
paragraphs.
Item 7. Materials to be Filed as Exhibits.
Item 7 is hereby amended by replacing Exhibit 1 - Agreement
Regarding Joint Filing of Schedule 13D and by adding the following exhibit:
"Exhibit 8. Press release, dated October 2, 1995, issued by the
Company."
_________
(1) As to all of which there is sole power to dispose or to direct the
disposition of such Shares.
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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.
Date: October 13, 1995
By: /s/ JAMES C. MARLAS
James C. Marlas
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After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: October 13, 1995
UNION CAPITAL CORPORATION
By: /s/ JAMES C. MARLAS
James C. Marlas
President
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EXHIBIT 1
AGREEMENT REGARDING
JOINT FILING OF SCHEDULE 13D
This will evidence our agreement, in accordance with SEC Rule 13d-
1(f), that the attached statement on Schedule 13D is filed on behalf of the
undersigneds.
By: /s/ JAMES C. MARLAS
James C. Marlas
UNION CAPITAL CORPORATION
By: /s/ JAMES C. MARLAS
James C. Marlas
President
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EXHIBIT 8
FOR: Mickelberry Communications Inc.
405 Park Avenue
New York, New York 10022
CONTACT: Fred T. Pugliese
212-832-0306
FOR IMMEDIATE RELEASE
MICKELBERRY COMMUNICATIONS INCORPORATED
ANNOUNCES CONSUMMATION OF MERGER
October 2, 1995/New York City: Mickelberry Communications Incorporated
announced today the consummation of the Agreement and Plan of Merger with an
affiliate of Mr. James C. Marlas, the Chairman, President and Chief Executive
Officer of the Company, pursuant to which the holders of all of the shares of
the Company's Common and Preferred Stock not owned by Mr. Marlas will receive
a cash purchase price of $4.25 per share. The Merger was consummated on
September 29, 1995. Following the Merger the Company will be closely-held.
