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This supplement to the Prospectus contained in a Registration Statement
on Form S-3, SEC Registration No. 33-77782, is being filed pursuant to Rule
424(b)(3).
ALL AMERICAN COMMUNICATIONS, INC.
PROSPECTUS SUPPLEMENT NO. 1
TO
PROSPECTUS DATED APRIL 20, 1994
2,319,643 Shares of Common Stock
(par value $.0001 per share)
This Prospectus Supplement supplements the Prospectus dated April 20,
1994, included in a Registration Statement on Form S-3 filed by All American
Communications, Inc. (the "Company") with the Securities and Exchange
Commission. Reference should be made to such Registration Statement, the
information incorporated therein by reference and exhibits thereto for further
information with respect to the Company and its Common Stock. Capitalized terms
not otherwise defined herein have the meanings ascribed to them in the
Prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
SELLING STOCKHOLDERS
The following table sets forth (a) the name of one of the Selling
Stockholders, Jefferson Capital Group, Ltd., (b) the number of Shares owned by
such Selling Stockholder as of December 11, 1996, (c) the number of Shares
offered by such Selling Stockholder in this offering, (d) the number of Shares
to be owned by such Selling Stockholder after this offering and (e) the percent
of the total number of shares of Common Stock outstanding to be owned by such
Selling Stockholder after this offering. The Selling Stockholder is an affiliate
of R. Timothy O'Donnell, a director of the Company.
<TABLE>
<CAPTION>
Shares Owned as Shares Offered Shares Owned % of Total Shares
Name of December 11, 1996 in Offering After Offering of Common Stock
- ---- -------------------- -------------- -------------- ------------------
<S> <C> <C> <C> <C>
Jefferson Capital 97,400(1) 62,500 33,100(1) *(1)
Group, Ltd.
</TABLE>
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(1) Total beneficial ownership, including shares of Common Stock held by
R. Timothy O'Donnell, an affiliate of Jefferson Capital Group, Ltd. Also
includes 1,800 time vesting Common Stock options held by Mr. O'Donnell
which have vested.
* Less than 1%.
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FORWARD LOOKING STATEMENTS
Except for the historical information contained in or incorporated by
reference in the Prospectus supplemented hereby, certain of the matters
discussed in the Prospectus or in the documents incorporated by reference
therein are "forward-looking statements," as defined in the Private Securities
Litigation Reform Act of 1995, which involve certain risks and uncertainties
which could cause actual results to differ materially from those discussed in
the Prospectus or in the documents incorporated by reference therein, including,
but not limited to the Company's dependence on a limited number of projects, the
Company's degree of leverage, risks of expansion, acquisitions and new
programming, dependence on key personnel, fluctuation in results of operations,
and risks relating to the nature of the entertainment industry, governmental
regulation, competition and control by management. See the Company's periodic
reports and other documents filed with the Securities and Exchange Commission
for a further discussion of these and other risks and uncertainties applicable
to the Company's business.
The date of this Prospectus Supplement is December 11, 1996.
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