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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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ALL AMERICAN COMMUNICATIONS, INC.
(NAME OF SUBJECT COMPANY)
ALL AMERICAN COMMUNICATIONS, INC.
(NAME OF PERSON FILING STATEMENT)
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COMMON STOCK, PAR VALUE $.0001 PER SHARE
CLASS B COMMON STOCK, PAR VALUE $.0001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
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016480105
016480204
016480402
(CUSIP NUMBER OF CLASS OF SECURITIES)
THOMAS BRADSHAW
CHIEF FINANCIAL OFFICER
ALL AMERICAN COMMUNICATIONS, INC.
808 WILSHIRE BOULEVARD
SANTA MONICA, CALIFORNIA 90401-1810
(310) 656-1100
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF THE PERSON FILING THIS STATEMENT)
COPY TO:
BARRY L. DASTIN, ESQ.
KAYE, SCHOLER, FIERMAN, HAYS & HANDLER, LLP
1999 AVENUE OF THE STARS, SUITE 1600
LOS ANGELES, CALIFORNIA 90067
(310) 788-1070
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ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 is amended by the addition of the information set forth in the Press
Release, dated October 31, 1997, a copy of which is attached hereto as Exhibit
11, which information is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is amended by the addition of the following Exhibit thereto:
Exhibit 11 Press Release, dated October 31, 1997
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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.
October 31, 1997
ALL AMERICAN COMMUNICATIONS, INC.
By: /s/ Anthony J. Scotti
__________________________________
Name: Anthony J. Scotti
Title: Chairman and Chief Executive
Officer
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EXHIBIT INDEX
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EXHIBIT NO. TITLE
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<C> <S>
11 Press Release, dated October 31, 1997
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3
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FOR IMMEDIATE RELEASE
PEARSON PLC AND ALL AMERICAN COMMUNICATIONS, INC.
ANNOUNCE APPROVAL OF GERMAN FEDERAL CARTEL OFFICE
AND AGGREGATE NUMBER OF SHARES TENDERED TO DATE
London, England and Santa Monica, California (October 31, 1997) - Pearson plc
(London Stock Exchange: PSON) and All American Communications, Inc. (Nasdaq:
AACI/AACIB) today announced the receipt of the required approval from the German
Federal Cartel Office with respect to Pearson's cash tender offer for all
outstanding shares of All American's Common Stock and Class B Common Stock at
$25.50 per share.
The offer is scheduled to expire at 12:00 midnight, New York City Time, on
Tuesday, November 4, 1997, unless extended. The Board of Directors of All
American has unanimously recommended that stockholders accept the offer and
tender their shares pursuant to the offer.
Before commencing the offer on October 7, 1997, certain stockholders of All
American agreed with Pearson to tender aproximately 49% of the outstanding
shares of All American. Such stockholders recently tendered all of their shares
into the offer. According to ChaseMellon Shareholders Services, LLC, depositary
for the tender offer, at the close of business on October 29, 1997, 4,607,773
shares of Common Stock and 3,196,750 shares of Class B Common Stock of All
American had been validly tendered and not withdrawn, constituting approximately
64% of the aggregate outstanding shares of All American.
The Dealer-Manager for the offer is Lazard Freres & Company, LLC, and questions
may be addressed to them at (212) 632-6000. The Information Agent for the
offer is D.F. King & Company, Inc. and questions may be addressed to them at
(800) 755-3105.
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