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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 0 )*
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ALC COMMUNICATIONS CORPORATION
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
00157530
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(CUSIP Number)
AS OF 12/31/94
Check the following box if a fee is being paid with this statement /X/. (A fee
is not required only if the filing 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).1
*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 the
disclosures provides 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).
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CUSIP No. 00157530 13G Page 2 of 11 Pages
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1 NAME OF REPORTING PERSON Provident Investment Counsel
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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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 California
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5 SOLE VOTING POWER 0
NUMBER OF ---------------------------------------------------------
SHARES 6 SHARED VOTING POWER 1251904
BENEFICIALLY
OWNED BY
EACH ---------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER 0
PERSON
WITH
---------------------------------------------------------
8 SHARED DISPOSITIVE POWER 1758504
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1758504
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.2%
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12 TYPE OF REPORTING PERSON* CO, IA
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*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 11 Pages
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CUSIP No. 00157530 13G Page 3 of 11 Pages
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1 NAME OF REPORTING PERSON Robert M. Kommerstad
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
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5 SOLE VOTING POWER 0
NUMBER OF ------------------------------------------------------------
SHARES 6 SHARED VOTING POWER 1251904
BENEFICIALLY
OWNED BY
EACH ------------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER 0
PERSON
WITH
------------------------------------------------------------
8 SHARED DISPOSITIVE POWER 1758504
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1758504
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.2%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON* IN, HC
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*SEE INSTRUCTION BEFORE FILLING OUT!
Page 3 of 11 Pages
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ITEM 1.
(a) NAME OF ISSUER: ALC COMMUNICATIONS
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
30300 TELEGRAPH ROAD, BINGHAM FARMS, MI 48025-4510
ITEM 2.
(a) NAME OF PERSON FILING: This statement is being filed by (i) Provident
Investment Counsel, a California corporation and registered investment adviser
("IA"), and (ii) Robert M. Kommerstad, a shareholder of IA ("Shareholder")
(collectively, the "Reporting Persons"). Shareholder controls IA by virtue of
Shareholder's position as the sole voting trustee of a voting trust which holds
all of the outstanding securities of IA.
IA's beneficial ownership of the Common Stock is direct as a result of
IA's discretionary authority to buy, sell, and vote shares of such Common Stock
for its investment advisory clients. Shareholder's ownership of Common Stock is
indirect as a result of Shareholder's stock ownership in IA, and is reported
solely because Rule 13d-1(a) and (b) under the Securities Exchange Act of 1934,
as amended, requires any person who is "directly or indirectly" the beneficial
owner of more than five percent of any equity security of a specified class to
file a Schedule 13G within the specified time period. The answers in blocks 6,
8, 9 and 11 on page 3 above and in responses to item 4 by Shareholder are given
on the basis of the "indirect" beneficial ownership referred to in such Rule,
based on the direct beneficial ownership of Common Stock by IA and the
relationship of the Shareholder to IA referred to above.
Information with respect to each Reporting Person is given solely by
the respective Reporting Person, and no Reporting Person undertakes hereby any
responsibility for the accuracy or completeness of such information concerning
any other Reporting Person.
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
IA's Principal Business Office is located at:
300 North Lake Avenue, Pasadena, CA 91101-4022.
Shareholder's Principal Business Office is located at:
300 North Lake Avenue, Pasadena, CA 91101-4022.
(c) CITIZENSHIP:
IA is a California corporation.
Shareholder is a United States citizen.
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 4 of 11 Pages
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(d) TITLE OF CLASS OF SECURITIES:
Class A Common Stock
(e) CUSIP NUMBER:
00157530
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), or 13d-2(b),
CHECK WHETHER THE PERSON FILING IS A:
(a) / / Broker or Dealer registered under Section 15 of the Act
(b) / / Bank as defined in section 3(a)(6) of the Act
(c) / / Insurance Company as defined in section 3(a)(19) of the act
(d) / / Investment Company registered under section 8 of the Investment
Company Act
(e) /X/ Investment Adviser registered under section 203 of the Investment
Advisers Act
[IA]
(f) / / Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974
or Endowment Fund; see SECTION 240.13d-1(b)(1)(ii)(F)
(g) /X/ Parent Holding Company, in accordance with
SECTION 240.13d-1(b)(ii)(G) (Note: See Item 7)
[Shareholder]
(h) / / Group, in accordance with SECTION 240.13d1-(b)(1)(ii)(H)
ITEM 4. OWNERSHIP
(a) AMOUNT BENEFICIALLY OWNED: Reporting Persons each directly or
indirectly beneficially own 1758504 shares of Common Stock. IA's beneficial
ownership is direct and the Shareholder's beneficial ownership is indirect.
(b) PERCENT OF CLASS: 5.2%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote:
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 5 of 11 Pages
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IA and Shareholder share the power to vote 1251904
shares. No other person has the power to vote such
shares.
IA and Shareholder have no power to vote 506600 shares
for which they have dispositive power.
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of:
IA and Shareholder share with each other the power to
dispose all 1758504 shares for which they have direct
or indirect beneficial ownership. They do not share
this power with any other person.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
IA, a registered investment adviser, and Shareholder, its controlling
shareholder, have the right or the power to direct the receipt of
dividends from Common Stock, and to direct the receipt of proceeds
from the sale of Common Stock to IA's investment advisory clients. No
single investment advisory client of IA owns more than 5% of the
Common Stock.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Shareholder is considered the equivalent of a parent holding company
for purposes of this Schedule 13G. IA is considered Shareholder's
subsidiary, and acquired the security being reported on by
Shareholder. IA is a registered investment adviser. See Exhibit B.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 6 of 11 Pages
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ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
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.
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 7 of 11 Pages
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SIGNATURE
After reasonable inquiry and to the best knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 7, 1995
PROVIDENT INVESTMENT COUNSEL
By: _______________________
Thad Brown
Chief Financial Officer
and Senior Vice-President
____________________________
Robert M. Kommerstad
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 8 of 11 Pages
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EXHIBITS
EXHIBIT A Statement With Respect To Joint Filing Of Schedule 13G
EXHIBIT B Identification and Classification of Subsidiary Which Acquired
Security Being Reported On By the Parent Holding Company
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 9 of 11 Pages
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EXHIBIT A
Statement With Respect To Joint Filing Of Schedule 13G
The undersigned hereby agree that any statement of Schedule 13G to be filed
with the Securities and Exchange Commission by any of the undersigned, including
any amendment thereto, with respect to securities of ALC COMMUNICATIONS
CORPORATION may be filed by any of the undersigned as a joint filing on behalf
of all of the undersigned.
February 7, 1995
PROVIDENT INVESTMENT COUNSEL
By: _______________________
Thad Brown
Chief Financial Officer
and Senior Vice-President
____________________________
Robert M. Kommerstad
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 10 of 11 Pages
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EXHIBIT B
IDENTIFICATION AND CLASSIFICATION OF
SUBSIDIARY WHICH ACQUIRED SECURITY BEING
REPORTED ON BY THE PARENT HOLDING COMPANY
IA, a registered investment adviser, acquired "beneficial ownership" of the
securities being reported on as a result of its discretionary authority to
acquire, dispose and (with respect to certain of such securities) vote the
securities being reported on. Under a series of SEC no-action letters,
including the letter issued to WARREN BUFFET AND BERKSHIRE HATHAWAY, INC.
(available December 5, 1986), Shareholder is considered the equivalent of the
parent holding company of IA and is therefore eligible to report his indirect
beneficial ownership in such shares on Schedule 13G.
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 11 of 11 Pages
