UNITEL VIDEO INC/DE
SC 13G/A, 1999-02-10
ALLIED TO MOTION PICTURE PRODUCTION
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                 SCHEDULE 13G/A

                    Under the Securities Exchange Act of 1934

                               (Amendment No. 7 )*



                               Unitel Video, Inc.
- --------------------------------------------------------------------------------
                                (Name of Issuer)
                     Common Stock, $0.01 par value per share
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)
                                   913253 10 0
                        ---------------------------------
                                 (CUSIP Number)


Check the following box if a fee is being paid with the 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).


SEC 1745 (2-95)
                                Page 1 of 3 pages

<PAGE>





CUSIP No. 913253 10 0                  13G                     Page 2 of 3 Pages
          ------------                                             ---  ---     


    1       NAME OF REPORTING PERSON
            S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

            HERBERT BASS
 
    2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                              (a) [ ]
                                                              (b) [ ]
    3       SEC USE ONLY
 
    4       CITIZENSHIP OR PLACE OF ORGANIZATION

            UNITED STATES

      NUMBER OF             5      SOLE VOTING POWER
        SHARES
     BENEFICIALLY                  184,379
       OWNED BY
         EACH
      REPORTING
        PERSON
         WITH               6      SHARED VOTING POWER

                                   0
                            7      SOLE DISPOSITIVE POWER

                                   184,379
                            8      SHARED DISPOSITIVE POWER

                                   0

9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        184,379

10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
                                                                             [ ]
11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
        6.8%

12      TYPE OF REPORTING PERSON*
        IN

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

SEC 1745 (2-95)
                                Page 2 of 3 pages

<PAGE>


CUSIP No. 913253 10 0                  13G                     Page 3 of 3 Pages
          -----------                                              ---  ---     


         Except as to Item 4, no change has occurred  with respect to the answer
to any items of this Schedule from the  information  last reported in respect of
such item.

Item 4.  Ownership.  As of December 31, 1998:

         (a)   Amount beneficially owned:

         184,379  shares  of  Common  Stock,  $.01 par  value per share
         ("Common Stock"). This amount includes 11,000 shares of Common
         Stock  issuable to Mr. Bass pursuant to presently  exercisable
         stock options.

         (b)   Percent of Class:    6.8%

         (c)   Number of shares as to which such person has:

               (i)   sole power to vote or direct the vote: 184,379

               (ii)  shared power to vote or direct the vote:  none

               (iii) sole power to dispose or direct the disposition of: 184,379

               (iv)  shared power to dispose or direct the disposition of: none


                                    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.

                                                             February 10, 1999
                                                         -----------------------
                                                                   Date

                                                         /s/  Herbert Bass
                                                         -----------------------
                                                                 Signature

                                                               Herbert Bass
                                                         -----------------------
                                                                Name/Title

SEC 1745 (2-95)
                                Page 3 of 3 pages



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