ACS ENTERPRISES INC
SC 13G/A, 1995-05-11
CABLE & OTHER PAY TELEVISION SERVICES
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549


                                  SCHEDULE 13G


                   UNDER THE SECURITIES EXCHANGE ACT OF 1934

                               (AMENDMENT NO. 1)*


                             ACS Enterprises, Inc.
                                (Name of Issuer)


                                     Common
                         (Title of Class of Securities)


                                   000872309
                                 (CUSIP Number)


         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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 CUSIP No.    000872309            13G              Page   1   of   5  Pages


  1      NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON     CCMI - 13-3539843
                                                               CTC  - 52-1576922
         Chancellor Capital Management, Inc. ("CCMI") and Chancellor Trust
         Company, as Investment Advisers for various fiduciary accounts

  2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                                         (a)/X/
                                                                         (b)/ /

  3      SEC USE ONLY



  4      CITIZENSHIP OR PLACE OF ORGANIZATION
                CCMI - Del.
                CTC  - NY

               5      SOLE VOTING POWER

                         681,100 shares                

  NUMBER OF    6      SHARED VOTING POWER
   SHARES
BENEFICIALLY                       - 0 -
OWNED BY EACH
  REPORTING    7      SOLE DISPOSITIVE POWER
 PERSON WITH
                         681,100 shares
               8      SHARED DISPOSITIVE POWER

                                   - 0 -

  9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                 681,100 shares

  10     CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


  11     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                          6.537%

  12     TYPE OF REPORTING PERSON*

                          CO, BK, IA

                      *SEE INSTRUCTION BEFORE FILLING OUT!







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CUSIP:  000872309                                                   Page 2 of 5



                       AMENDMENT NO. 1 TO SCHEDULE 13G


Item 1.  Security and Issuer

                 (a)      ACS Enterprises, Inc. (the "Company")

                 (b)      Address:         2510 Metropolitan Drive
                                           Trevoise, PA  19053


Item 2.  Identity and Background

                 (a)  This Amendment No. 1 to Schedule 13G is being filed by 
(i) Chancellor Capital Management, Inc., a Delaware corporation, whose 
principal business is the provision of institutional investment management 
services and (ii) Chancellor Trust Company, a New York State chartered trust 
company whose principal business is the provision of institutional investment
management services, in order to correct certain information reported on the 
prior Schedule 13G.

                 (b)  The address of the principal place of business of
Chancellor Capital Management, Inc. and Chancellor Trust Company is:  1166
Avenue of the Americas, New York, New York 10036.

                 (c)  Chancellor Capital Management, Inc. is a Delaware
corporation.  Chancellor Trust Company is a New York State chartered trust
company.

                 (d)  Common Stock

                 (e)  CUSIP Number:  000872309


Item 3.  If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b),
         check whether the person filing is a:
         
(b)       X      Chancellor Trust Company is a Bank as defined in section
                 3(a)(6) of the Act.

(e)       X      Chancellor Capital Management, Inc. is an Investment Adviser
                 registered under section 203 of the Investment Advisers Act of
                 1940.






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CUSIP:  000872309                                                   Page 3 of 5



Item 4.  Ownership

                 (a) For the year ended December 31, 1994, the aggregate number
of shares of the Company's common stock beneficially owned by Chancellor
Capital Management, Inc. and Chancellor Trust Company, as investment advisers
for various fiduciary accounts, is 681,100 shares.

                 (b) Percent of Class:  6.537% based upon 10,425,000 shares
outstanding. In the Schedule 13G filed on February 15, Chancellor Capital
Management, Inc. and Chancellor Trust Company reported aggregate beneficial
ownership of 681,100 shares. This Amendment No. 1 to Schedule 13G amends the
Schedule 13G filed on February 15th to correct the number of shares outstanding
and the resulting percentage of the class held by Chancellor Capital
Management, Inc. and Chancellor Trust Company.
                      
                 (c) Chancellor Capital Management, Inc. and Chancellor Trust
Company, as investment advisers for various fiduciary accounts, have sole
power to vote or to direct the vote, and sole power to dispose of or to direct
the disposition of, all of the shares reported in this Statement.


Item 5.  Ownership of Five Percent or Less

                 Not applicable


Item 6.  Ownership of More than Five Percent on Behalf of Another Person

                 Chancellor Capital Management, Inc. and Chancellor Trust
Company are investment advisers for various fiduciary accounts which are
entitled to receipt of dividends and to proceeds of the sale of the shares
reported in this Statement.  The ownership interest of any such account does
not relate to more than five percent of the Common Stock.


Item 7.  Identification and Classification of the Subsidiary Which Acquired the
         Securities Being Reported by the Parent Holding Company


                 Not applicable.
                                      3
                                      
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CUSIP:  000872309                                                   Page 4 of 5


Item 8.  Identification and Classification of Members of a Group


                 See Item 3.

Item 9.  Notice of Dissolution of Group

                 Not applicable.

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CUSIP:  000872309                                                   Page 5 of 5

Item 10. Certification

                 By signing below I certify that to the best of my knowledge
and belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such securities
and were not acquired in connection with or as a participant in any transaction
having such purposes or effect.

                 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       May 10, 1995


Signatures       Chancellor Capital Management, Inc.
                      as Investment Adviser


                 By: /s/ Jeffrey Trongone
                     -------------------------------------
                     JEFFREY TRONGONE
                     Chief Financial Officer 


                 Chancellor Trust Company
                      as Investment Adviser


                 By: /s/ Jeffrey Trongone
                     -------------------------------------
                     JEFFREY TRONGONE
                     Vice President





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