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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5 )*
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Seattle FilmWorks, Inc.**
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
81257210**
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(CUSIP Number)
Gary Christophersen, 1260 16th Avenue West, Seattle, WA 98119 (206) 281-1390
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July 3, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing Person has previously filed a statement on Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
[_].
Check the following box if a fee is being paid with the statement [_]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*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 on 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).
** Formerly American Passage Marketing Corporation, CUSIP #02882810
(Name Change in February, 1989)
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SCHEDULE 13D
CUSIP No. 81257210 Page 2 of 6 pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sam Rubinstein
SS ####-##-####
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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 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO IT
EMS 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
U.S.A.
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Number of shares 7 SOLE VOTING POWER 332,457 (includes 108,000
beneficially owned by shares of Common Stock subject to purchase by
each reporting person with Mr. Rubinstein under options currently
exercisable and exercisable within 60 days)
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8 SHARED VOTING POWER
-0-
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9 SOLE DISPOSITIVE POWER 332,457 (includes
108,000 shares of Common Stock subject to
purchase by Mr. Rubinstein under options
currently exercisable and exercisable within
60 days)
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 332,457
(includes 108,000 shares of Common Stock subject to purchase by Mr.
Rubinstein under options currently exercisable and exercisable within 60
days)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
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14 TYPE OF REPORTING PERSON*
IN
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SEE INSTRUCTIONS BEFORE FILLING OUT!
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INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
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Note: Share amounts given in this report are adjusted, where appropriate,
to reflect the 2-for-1 stock split of the Issuer's Common Stock, effective
March 16, 1994, the 3-for-2 stock split of the Issuer's Common Stock,
effective March 15, 1995 and the 3-for-2 stock split of the Issuer's Common
Stock, effective March 15, 1996.
AMENDMENT #5
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This Amendment #5, to the Schedule 13D shows that Sam Rubinstein's
beneficial ownership of common stock (the "Common Stock") of Seattle
FilmWorks, Inc. (the "Issuer") has decreased from 17.8% at February 27,
1996 to 3.0% on July 3, 1996. The change in Mr. Rubinstein's beneficial
ownership reflects the fact that on May 29, 1996, Mr. Rubinstein gifted
322,500 shares to the Gladys and Sam Rubinstein Foundation and on July 3,
1996, Mr. Rubinstein sold 1,260,000 shares on the open market through a
firmly underwritten public offering.
Item 1. Security and Issuer.
No change.
Item 2. Identity and Background.
No change.
Item 3. Source and Amount of Funds or Other Consideration.
On May 29, 1996 Mr. Rubinstein gifted 322,500 shares to the Gladys and
Sam Rubinstein Foundation. He received no consideration for such gift.
On July 3, 1996, Mr. Rubinstein sold 1,260,000 shares on the open
market through a firmly underwritten public offering with total proceeds to
him of $18,950,400 (before deducting expenses).
By the terms of the Plan, non-employee directors are annually granted
an option to purchase shares of Common Stock at a price equal to the fair
market value of the Common Stock on date of grant. As of July 3, 1996, Mr.
Rubinstein held options to purchase a total of 108,000 shares of Common
Stock pursuant to such grants. Should Mr. Rubinstein choose to exercise
all or part of these options, he anticipates that he would use his personal
funds.
Item 4. Purpose of Transaction.
No change.
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Item 5. Interest in securities of the Issuer.
(a) As of July 3, 1996, Sam Rubinstein beneficially owned 3.0%
(332,457 shares) of the outstanding stock of the Issuer, which
includes 108,000 shares of Common Stock subject to purchase by
Mr. Rubinstein under options currently exercisable and
exercisable within 60 days. This percentage is computed based on
Mr. Rubinstein's knowledge of the stock records of the Issuer.
(b) Mr. Rubinstein has the sole voting and investment power with
respect to 224,457 shares of Common Stock. Should Mr. Rubinstein
exercise his options to purchase Common Stock, he will have the
sole voting and investment power with respect to 332,457 shares
of Common Stock.
(c) No change.
(d) No change.
Item 6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer.
Mr. Rubinstein has no rights as a shareholder with respect to any
shares represented by the options until he exercises the option and becomes
a recordholder of the underlying shares, and he may not transfer, assign,
pledge or hypothecate the options in any manner, other than by the laws of
descent and distribution.
Item 7. Material to be Filed as Exhibits.
None.
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.
July 11, 1996
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Date
/s/ Sam Rubinstein
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Signature
Sam Rubinstein
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