UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
All American Communications, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
016480204
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(CUSIP Number)
*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
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).
Page 1 of 4 pages
<PAGE>
SCHEDULE 13G
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CUSIP No. 016480204 Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hamilton Partners, L.P.
I.R.S. ID # 980137735
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
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5 SOLE VOTING POWER
NUMBER OF 0
SHARES ----------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING ---------------------------------------------------
PERSON WITH 7 SOLE DISPOSITIVE POWER
0
----------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions) |_|
n/a
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0
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12 TYPE OF REPORTING PERSON (See Instructions)
BD
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Page 2 of 4 Pages
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Item 1(a). Name of Issuer: All American Communications, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices: 808 Wilshire
Blvd., Santa Monica, CA 90401-1810
Item 2(a). Name of Person Filing: Hamilton Partners, L.P.
Item 2(b). Address of Principal Business Office, or, if none, Residence:
Stockton House, 55 Par-La-Ville Road, Hamilton, Bermuda HM11
Item 2(c). Citizenship: Bermuda
Item 2(d). Title of Class of Securities: Common Stock
Item 2(e). CUSIP Number: 016480204
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a). [X] Broker-Dealer registered under section 15 of the Securities
Exchange Act; see Section 240.13d-1(b)(1)(ii)(A).
Item 4. Ownership:
If the percent of the class owned, as of December 31 of the year
covered by the statement, or as of the last day of any month
described in Rule 13d-1(b)(2), if applicable, exceeds five percent,
provide the following information as of that date and identify those
shares which there is a right to acquire.
(a) Amount Beneficially Owned: See Response to Item 9 on Cover Sheet
(b) Percent of Class: See response to Item 11 on Cover Sheet
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: See response to
Item 5 on Cover Sheet
(ii) shared power to vote or to direct the vote: See response
to Item 6 on Cover Sheet
(iii) sole power to dispose or to direct the disposition of: See
response to Item 7 on Cover Sheet
(iv) shared power to dispose or to direct the disposition of:
See response to Item 8 on Cover Sheet
Item 5. Ownership of Five Percent or Less of a Class: This statement
is filed pursuant to an acquisition made in 1993. On October 31,
1993, Hamilton owned 12,000,000 Convertible Subordinated Notes, which
were immediately convertible into 1,043,478 shares of the issuer's
common stock (14.83% of that class of issuer's outstanding stock). On
November 30, 1993, Hamilton owned 14,380,000 Convertible Subordinated
Notes, which were immediately convertible into 1,250,434 shares of
the issuer's common stock (20.58% of that class of the issuer's
outstanding stock).
<PAGE>
On December 31, 1993, Hamilton owned 146,870,000
Convertible Subordinated Notes, which were immediately convertible
into 1,277,130 shares of the issue's common stock (20.93% of that
class of the issuer's common stock). This statement is being filed as
a matter of record even though, as of December 31, 1996, and up to
and including the present date, Hamilton no longer holds any of the
subject securities. No previous filings were made with respect to
this position.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company: Not
applicable
Item 8. Identification and Classification of Members of the Group: Not
Applicable
Item 9. Notice of Dissolution of Group: Not Applicable
Item 10. Certification:
The following certification shall be included if the statement is
filed pursuant to Rule 13d-1(b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of
and do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection
with or as a participant in any transaction having such purposes or
effect.
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.
Dated: March 17, 1997 Hamilton Partners, L.P.
(a Bermuda limited partnership,
now dissolved and liquidated)
By: /s/ Thomas F. Dailey
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Name: Thomas F. Dailey,
President,
Hamilton Partners Limited,
successor in interest to
Hamilton Partners, L.P.
