<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
AMENDMENT NO. 3
(Final Amendment)
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
----------------
ALL AMERICAN COMMUNICATIONS, INC.
(NAME OF SUBJECT COMPANY)
ALL AMERICAN COMMUNICATIONS, INC.
(NAME OF PERSON FILING STATEMENT)
----------------
COMMON STOCK, PAR VALUE $.0001 PER SHARE
CLASS B COMMON STOCK, PAR VALUE $.0001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
----------------
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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 is amended by the addition of the information set forth in the Press
Release, dated November 5, 1997, a copy of which is attached hereto as Exhibit
12, 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 12 Press Release, dated November 5, 1997
1
<PAGE>
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.
November 5, 1997
ALL AMERICAN COMMUNICATIONS, INC.
By: /s/ Thomas Bradshaw
__________________________________
Name: Thomas Bradshaw
Title: Chief Financial Officer
2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. TITLE
----------- -----
<C> <S>
12 Press Release, dated November 5, 1997
</TABLE>
3
<PAGE>
EXHIBIT 12
PEARSON PLC AND ALL AMERICAN COMMUNICATIONS, INC.
ANNOUNCE COMPLETION OF TENDER OFFER
London and Santa Monica, Calif. (November 5, 1997) - Pearson plc
(London Stock Exchange: PSON) and All American Communications, Inc. (Nasdaq:
AACI/AACIB) today announced completion by Pearson's wholly owned subsidiary,
Pearson Merger Company, Inc., of its cash tender offer for all of All American's
outstanding shares at $25.50 per share.
The offer expired at 12:00 midnight, New York City Time, on Tuesday, November 4,
1997. Based upon a preliminary count, 11,858,173 shares of All American had been
validly tendered and not withdrawn, constituting approximately 97% of the
aggregate outstanding shares of All American. Pearson Merger Company, Inc. has
accepted for purchase all shares validly tendered and not withdrawn prior to the
expiration of the offer.
As soon as practicable, Pearson Merger Company, Inc. will merge with and into
All American and each share of All American not previously purchased in the
tender offer (other than shares held by stockholders who exercise dissenters
rights under Delaware law) will be converted into the right to receive $25.50 in
cash.
# # #
