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As Filed with the Securities and Exchange Commission on October 17, 1997
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
SCHEDULE 13D
(Amendment No. 5)
Under the Securities Exchange Act of 1934
JOHN ADAMS LIFE CORPORATION
(Name of Issuer)
Common Stock, No Par Value Per Share
(Title of Class of Securities)
006246102
(CUSIP Number)
BENJAMIN DeMOTTO
11845 West Olympic Boulevard, Suite 905
Los Angeles, California 90064
(310) 444-5252
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
ROBERT SKOUSEN, ESQ.
Skousen & Skousen
12th Floor
2049 Century Park East
Los Angeles, California 90067-3101
(310) 277-0444
October 8, 1997
(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 subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box: [_]
Exhibit Index on Page 6
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CUSIP No. 006246102 13D Page 2 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BENJAMIN A. DeMOTTO
2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
(a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF SHARES 7 SOLE VOTING POWER: 150,000
BENEFICIALLY 8 SHARED VOTING POWER: 2,056,000
OWNED BY EACH 9 SOLE DISPOSITIVE POWER: 150,000
REPORTING PERSON 10 SHARE DISPOSITIVE POWER: 2,056,000
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,206,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
73.2% (based on the number of shares of Common Stock
outstanding as of September 30, 1997)
14 TYPE OF REPORTING PERSON
IN
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CUSIP No. 006246102 13D Page 3 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PATRICIA L. DeMOTTO
2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
(a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF SHARES 7 SOLE VOTING POWER: 150,000
BENEFICIALLY 8 SHARED VOTING POWER: 2,056,000
OWNED BY EACH 9 SOLE DISPOSITIVE POWER: 150,000
REPORTING PERSON 10 SHARE DISPOSITIVE POWER: 2,056,000
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,206,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
73.2% (based on the number of shares of Common Stock
outstanding as of September 30, 1997)
14 TYPE OF REPORTING PERSON
IN
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CUSIP No. 006246102 13D Page 4 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BENJAMIN A. DeMOTTO AND PATRICIA L. DeMOTTO LIVING TRUST
2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
(a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF SHARES 7 SOLE VOTING POWER: 2,056,000
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY EACH 9 SOLE DISPOSITIVE POWER: 2,056,000
REPORTING PERSON 10 SHARE DISPOSITIVE POWER: 0
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,206,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.8% (based on the number of shares of Common Stock
outstanding as of September 30, 1997)
14 TYPE OF REPORTING PERSON
OO
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SCHEDULE 13D
------------
ITEM 1: SECURITY AND ISSUER.
- ------
This statement relates to the Common Stock, no par value (the "Common
Stock") of John Adams Life Corporation, a California corporation (the "Issuer").
The address of the principal executive offices of the Issuer is 11845 W. Olympic
Boulevard, Suite 905, Los Angeles, California 90064.
ITEM 2: IDENTITY AND BACKGROUND.
- ------
This statement is filed by Mr. Benjamin A. DeMotto and Mrs. Patricia L.
DeMotto, as Co-Trustees for the Benjamin A. DeMotto and Patricia L. DeMotto
Living Trust, dated July 17, 1996 (the "DeMotto Trust"). The address of the
principal business and the principal offices of the DeMotto Trust is 11845 W.
Olympic Boulevard, Suite 905, Los Angeles, California 90064.
The principal occupation of Benjamin A. DeMotto is as Chairman of the Board
of Directors, Chief Executive Officer and President of the Issuer. The
principal occupation of Patricia L. DeMotto is a homemaker. The principal
business of the DeMotto Trust is to make and hold investments.
During the last five years, neither Mr. DeMotto, Mrs. DeMotto nor the
DeMotto Trust have been (i) convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding 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.
Mr. and Mrs. DeMotto are both citizens of the United States.
ITEM 3: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
- ------
The DeMotto Trust acquired beneficial ownership of an additional 501,000
shares of Common Stock of the issuer through the investment of cash in the
amount of $250,500.
ITEM 4: PURPOSE OF TRANSACTION.
- ------
Mr. and Mrs. DeMotto, through the DeMotto Trust, have acquired the shares
of common stock for investment purposes. Mr. and Mrs. DeMotto do not presently
have any plans regarding an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer or a sale or
transfer of a material amount of assets of the Issuer. Mr. DeMotto is currently
negotiating to acquire additional shares through private purchases, and reserves
the right to acquire additional shares through open market purchases, to dispose
of shares of Common Stock or to formulate other purposes, plans or proposals
deemed advisable regarding the Company.
Because Mr. and Mrs. DeMotto and the DeMotto Trust are deemed affiliates of
the Issuer, the timing and volume of sales by the DeMotto and the DeMotto
Trust will depend on various factors, including restrictions enumerated in Rule
144, as promulgated under the Securities Act of 1933, as amended (the
"Securities Act"), certain other restrictions under the Securities Act, and
those factors which Mr. and Mrs. DeMotto may deem relevant.
Mr. and Mrs. DeMotto intend to review their investment in the Issuer on a
continuing basis and, depending upon the price of the Common Stock, subsequent
developments affecting the Issuer, the Issuer's business prospects, general
stock market conditions and economic conditions, tax considerations and the
DeMottos' personal financial position, may decide to refrain from acquiring
additional shares of Common Stock or to sell shares of Common Stock.
5
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ITEM 5: INTEREST IN SECURITIES OF THE ISSUER.
- ------
Mr. DeMotto, through the DeMotto Trust, beneficially owns, and has shared
power to vote, 2,056,000 shares of Common Stock. Mr. DeMotto also owns options
to purchase an additional 150,000 shares of Common Stock, which are currently
exercisable. Mr. DeMotto's ownership of the Issuer's Common Stock represents
73.2% of the outstanding shares of Common Stock of the Issuer based on
information set forth in the Issuer's Quarterly Report for the period ending
June 30, 1997.
Mrs. DeMotto, through the DeMotto Trust, beneficially owns, and has shared
power to vote, 2,056,000 shares of Common Stock, which represents 73.2% of the
outstanding shares of Common Stock of the Issuer based on information set forth
in the Issuer's Quarterly Report for the period ending September 30, 1997.
On October 8, 1997, Mr. and Mrs. DeMotto, as Co-Trustees of the DeMotto
Trust acquired 501,000 shares of Common Stock from Nicholas A. Del Sesto and
Caroleanne Del Sesto, as individuals and as trustees of the 1992 Nicholas A. Del
Sesto and Caroleanne Del Sesto Family Trust dated August 14, 1992, at a price of
$.50 per share.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
- ------ TO SECURITIES OF THE ISSUER.
During the 1991 fiscal year, Mr. DeMotto was granted 250,000 shares of the
Issuer's common stock under the terms of his 1991 employment agreement.
Pursuant to the 1991 employment agreement, the 250,000 shares vested in July 1,
1996. In 1994, the Issuer entered into a new employment agreement with Mr.
DeMotto that provided Mr. DeMotto with a grant of options to purchase 150,000
shares of the common stock of the Issuer's, which are currently exercisable.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
- ------
Exhibit 10.16: 1991 Employment Agreement with Mr. Benjamin A.
DeMotto/1/
Exhibit 10.21: 1994 Employment Agreement with Mr. Benjamin A.
DeMotto/2/
Exhibit 99.6: Joint Filing Statement as required by Rule 13d-1(f)
under the Securities Exchange Act of 1934, as Amended.
______________________
/1/Previously filed with the Issuer's Report on Form 10-Q for the quarter
ending June 30, 1991, and incorporated herein by reference.
/2/Previously filed with the Issuer's Report on Form 10-QSB for the
quarter ending September 30, 1994, and incorporated herein by reference.
6
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SIGNATURE
After certain 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 14, 1997.
/s/ BENJAMIN A. DEMOTTO
________________________________________
Benjamin A. DeMotto
/s/ PATRICIA L. DEMOTTO
________________________________________
Patricia L. DeMotto
BENJAMIN A. DeMOTTO AND PATRICIA L.
DeMOTTO LIVING TRUST
/s/ BENJAMIN A. DEMOTTO
By: ____________________________________
Benjamin A. DeMotto
Co-Trustee
/s/ PATRICIA L. DEMOTTO
By: ____________________________________
Patricia L. DeMotto
Co-Trustee
7
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EXHIBIT 99.6
JOINT FILING STATEMENT
Pursuant to Rule 13d-1(f)
The undersigned acknowledge and agree that the foregoing Schedule 13D is filed
on behalf of each of the undersigned. The undersigned acknowledge that each
shall be responsible for the timely filing of any required amendments, and for
the completeness and accuracy of the information concerning him or it contained
in Schedule 13D or any subsequent amendment filed by or on behalf of him or it,
but shall not be responsible for the completeness and accuracy of the
information concerning any others, except to the extent that he or it knows or
has reason to believe that such information is inaccurate.
Dated: October 16, 1997.
/s/ BENJAMIN A. DEMOTTO
________________________________________
Benjamin A. DeMotto
/s/ PATRICIA L. DEMOTTO
________________________________________
Patricia L. DeMotto
BENJAMIN A. DeMOTTO AND PATRICIA L.
DeMOTTO LIVING TRUST
/s/ BENJAMIN A. DEMOTTO
By: ____________________________________
Benjamin A. DeMotto
Co-Trustee
/s/ PATRICIA L. DEMOTTO
By: ____________________________________
Patricia L. DeMotto
Co-Trustee
8
