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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Sims Communications, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
829 158 104
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(CUSIP Number)
Tristan Pivacek, Peabody & Arnold, 50 Rowes Wharf, Boston, MA 02110
(617) 951-4719
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
February 5, 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 the statement / /.
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 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. 829 158 104 Page ___ of ___ Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William Frederick Solfisburg
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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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 of America Citizenship
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7 SOLE VOTING POWER
NUMBER OF 1,739,136
SHARES ---------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH ---------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,739,136
WITH ---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,739,136
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
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Item 1. Security and Issuer
This statement relates to the Common Stock, $ .01 par value per share
(the "Common Stock"), of Sims Communications, Inc., a Delaware corporation
(the "Company"). The principal executive offices of the Company are located
at 17821 Sky Park Circle, Suite G, Irvine, CA 92614.
Item 2. Identity and Background
(a-c) This Amendment No. 2 to Schedule 13D is filed on behalf of William
Frederick Solfisburg (the "Reporting Person") residing at 224 Hinckley Road,
Milton, Massachusetts, 02186. The Reporting Person is the President of
Alliance Capital Services Insurance Agency, Inc. (d.b.a. Alliance Resource
Group) which is located at 175 Derby Street, Suite 24, Hingham, Massachusetts,
02043.
(d) During the last five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, the Reporting Persons has not been a
party to any civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such person is or was 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) The Reporting Person is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
Not applicable
Item 4. Purpose of Transaction
Not applicable
Item 5. Interest in Securities of Issuer
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(a) Based upon the Company's Proxy Statement dated February 5, 1998, the
total number of outstanding shares of Common Stock of the Company on February 3,
1998 was 18,919,932. The Reporting Person may be deemed to have beneficial
ownership of 1,739,136 shares of Common Stock constituting 9.2% of the
outstanding Common Stock of the Company.
(b) As of February 5, 1998 the Reporting Person has sole power to vote or
to direct the vote of 1,739,136 shares of Common Stock. The Reporting Person
has sole power to dispose or direct the disposition of 1,739,136 shares of
Common Stock.
(c) On January 30, 1998, the Reporting Person entered into a letter
agreement (the "Letter Agreement") with Mark Bennett pursuant to which Mark
Bennett agreed to indemnify the Reporting Person and hold the Reporting
Person harmless from any and all liabilities, including reasonable attorneys'
fees and costs arising out of or relating to any claims, actions or
proceedings pertaining to withholding taxes in connection with Mark Bennett's
employment with Vector Vision Inc. which Letter Agreement has been
terminated. No other transactions in the class of Securities reported on were
effected by the Reporting Person since the most recent filing on Schedule 13D,
which occurred on February 9, 1998.
(d) To the knowledge of the Reporting Person, no person other than the
Reporting Persons has the right to receive or the power to direct the receipt
of dividends from, or the proceeds of the sale of, the Common Stock
respectively owned by the Reporting Person, except as otherwise set forth
herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect
to Securities of Issuer
None
Item 7. Materials to be Filed as Exhibits
None
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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.
May 20, 1998
___________________ _________________________________
Date William Frederick Solfisburg