UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ______)*
ALL AMERICAN SEMICONDUCTOR, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
016557 1
(CUSIP Number)
ALAN D. AXELROD, ESQ.
RUBIN BAUM LEVIN CONSTANT FRIEDMAN & BILZIN
2500 FIRST UNION FINANCIAL CENTER
MIAMI, FLORIDA 33131
(305) 350-2369
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
DECEMBER 29, 1995
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this 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 this statement [X].
(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 less than five percent of
such class). (See Rule 13d-7.)
* 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).
(continued on following pages)
Page 1 of 7
<PAGE>
SCHEDULE 13D
CUSIP NO. 016557 1 PAGE 2 OF 7
1) Names of Reporting Persons/S.S. or I.R.S. Identification
Nos. of Above Persons
Paul Goldberg
S.S. No. ###-##-####
2) Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [X]
3) SEC Use Only
4) Source of Funds*
Not Applicable.
5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e)
[ ]
6) Citizenship or Place of Organization
United States of America
Number of (7) Sole Voting Power 957,476
Shares
Beneficially (8) Shared Voting Power 2,013,401
Owned by
Each (9) Sole Dispositive Power 957,476
Reporting
Person With (10) Shared Dispositive Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,970,877
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
[X]
13) Percent of Class Represented by Amount in Row (11)
14.97%
14) Type of Reporting Person*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
SCHEDULE 13D
CUSIP NO. 016557 1 PAGE 3 OF 7
ITEM 1. SECURITY AND ISSUER.
Common Stock, $.01 par value ("Common Stock"), of All
American Semiconductor, Inc. (the "Issuer"), a
Delaware corporation with its principal executive
offices at 16115 N.W. 52nd Avenue, Miami, Florida
33014.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Name of Person Filing:
Paul Goldberg
(b) Business address:
16115 N.W. 52nd Avenue, Miami, Florida 33014
(c) Present principal occupation or employment and the
name, principal business and address of employer:
Chairman of the Board and Chief Executive Officer of
the Issuer, a national distributor of electronics
components manufactured by others with its principal
business address at 16115 N.W. 52nd Avenue, Miami,
Florida 33014.
(d) During the last five years has such person been
convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors):
No
(e) During the last five years has such person been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a
judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or
finding any violation with respect to such laws:
No
(f) Citizenship:
United States of America
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not Applicable. See Item 4 below.
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SCHEDULE 13D
CUSIP NO. 016557 1 PAGE 4 OF 7
ITEM 4. PURPOSE OF TRANSACTION.
The reporting person (Paul Goldberg) and his son,
Bruce M. Goldberg (the President and Chief Operating
Officer of the Issuer), as voting trustees
(collectively, the "Trustees") pursuant and subject
to a Voting Trust Agreement (the "Voting Trust
Agreement") dated as of December 29, 1995, among the
Trustees and former stockholders (collectively,
"Added Value Stockholders") of two affiliated,
privately held companies, Added Value Electronics
Distribution, Inc. and A.V.E.D.-Rocky Mountain, Inc.
(collectively the "Added Value Companies") acquired
record title as of December 29, 1995, to 2,013,401
shares (collectively, the "Shares") of Common Stock
issued to the Added Value Stockholders by the Issuer
as part of the consideration paid in connection with
the Issuer's acquisition of the Added Value Companies
by the merger (collectively, the "Mergers") of each
of the Added Value Companies with and into a
wholly-owned subsidiary of the Issuer. The Voting
Trust Agreement was entered into in connection with
such acquisition in order to enable the Trustees to
retain voting control over the Shares on certain
matters for up to a period of six years from December
29, 1995, as described in Item 6. below.
There are no plans or proposals which the reporting
person has which relate to or would result in any of
the actions described in (a) through (j) enumerated
in Item 4. of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Aggregate Amount Beneficially Owned and Percent of
Class:
2,970,877 shares (140,000 of which shares the
reporting person has the right to acquire pursuant to
outstanding stock options of the Issuer) representing
14.97% of the class of Common Stock (excluding in
such calculation the 160,703 shares of Common Stock
held of record by a wholly-owned subsidiary of the
Issuer which were issued to such subsidiary in
connection with one of the Mergers).
(b) Number of shares as to which such person has:
<TABLE>
<S> <C>
(i) Sole power to vote or to direct the vote: 957,476
(ii) Shared power to vote or to direct the vote: 2,013,401
(iii) Sole power to dispose or to direct
the disposition of: 957,476
(iv) Shared power to dispose or to direct
disposition of: 0
</TABLE>
As indicated in Item 4. above and Item 6. below, the
reporting person shares the power to vote or to
direct the vote with respect to 2,013,401 shares of
Common Stock with his son, Bruce M. Goldberg, who is
the
<PAGE>
SCHEDULE 13D
CUSIP NO. 016557 1 PAGE 5 OF 7
President and Chief Operating Officer of and
employed by the Issuer. The response to the
information requested in Item 2(b), (d), (e) and (f)
of Schedule 13D for Bruce M. Goldberg is the same as
provided for Paul Goldberg.
The reporting person disclaims any beneficial
ownership pursuant to Rule 13d-4 under the Securities
Exchange Act of 1934 of (i) 1,112,141 shares of
Common Stock beneficially owned by his son, Bruce M.
Goldberg, (ii) 192,898 shares beneficially owned by
his daughter, Robin Phelan, (iii) 36,425 shares held
of record by an unrelated third party as trustee for
the benefit of two of the reporting person's
grandchildren (Matthew Perry Goldberg - 23,075
shares; and Alec Daniel Goldberg - 13,350 shares),
and (iv) 7,500 shares held of record by the reporting
person's daughter-in-law, Jayne Goldberg.
(c) No transaction in the Common Stock of the Issuer was
effected by the reporting person in the past sixty days other
than with respect to the Shares as described in Item 4 above.
(d) The Added Value Stockholders have the right to receive
dividends from and the proceeds from the sale of the Shares
covered by the Voting Trust Agreement. None of the Added Value
Stockholders beneficially own more than five percent (5%) of
the Common Stock of the Issuer.
(e) Ownership of Five Percent or less of a Class:
Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Pursuant to the Voting Trust Agreement, record title
to the Shares issued to the Added Value Stockholders
in the Mergers were transferred to the Trustees as
voting trustees. The term of the voting trust created
under the Voting Trust Agreement is six years.
Pursuant to the Voting Trust Agreement, the Trustees
have unconditional discretion to vote all shares
subject to the voting trust in elections of directors
of the Issuer and all other matters upon which
shareholders of the Issuer may vote, except for the
following: (a) merger; (b) sale of all or
substantially all of the Issuer's assets; (c)
dissolution; and (d) any amendment to the Issuer's
certificate of incorporation which modifies or alters
the capital structure of the Issuer. With respect to
such four matters, the Trustees must vote the Shares
subject to the voting trust as directed by the
beneficial owners of the Shares. To the extent that
shares are permitted to be sold pursuant to a certain
restrictive covenant from the Added Value
Stockholders in favor of the Issuer and the surviving
corporations in the Mergers (the "Restrictive
Covenant"), upon such sale the Trustees are obligated
to release such
<PAGE>
SCHEDULE 13D
CUSIP NO. 016557 1 PAGE 6 OF 7
shares from the voting trust. Pursuant to the
Restrictive Covenant, the Added Value Stockholders
collectively are restricted from selling or disposing
of more than 22.5% of the Shares for a period of two
years following December 29, 1995 (the closing date),
with each Added Value Stockholder limited to selling
or disposing of no more than his pro rata share (the
"Individual Percentage") of the Shares based on the
percentage of the total merger consideration received
by such Added Value Stockholder in the Mergers. In
addition, during such two-year period, the Added
Value Stockholders may not, in the aggregate, sell or
dispose of more than 50,000 shares of the Issuer's
Common Stock during any 14-day period or more than
10,000 shares of the Issuer's Common Stock in any one
day, and each Added Value Stockholder shall be
limited to his or her Individual Percentage of such
number. After such two-year period, the Added Value
Stockholders may not, in the aggregate, sell or
dispose of more than 200,000 shares of the Issuer's
Common Stock during any 14- day period or more than
50,000 shares of the Issuer's Common Stock in any one
day, and each Added Value Stockholder shall be
limited to his or her Individual Percentage of such
number. An Added Value Stockholder may relinquish all
or a portion of his or her pro rata right(s) to sell
or dispose of shares of the Issuer's Common Stock
described hereinabove to another Added Value
Stockholder by giving the Issuer written notice to
such effect, which relinquishment will be
irrevocable. The restrictions set forth hereinabove
shall not apply on any trading day when the last sale
price of a share of the Issuer's Common Stock for the
immediately preceding trading day equalled or
exceeded $5.00. The foregoing restrictions are in
addition to any restrictions which might be imposed
by securities laws or under any other agreement
related to the Mergers.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following are filed as exhibits hereto:
(a) Voting Trust Agreement dated as of December
29, 1995, among the Trustees and the Added
Value Stockholders (incorporated by
reference to Exhibit 9.1 to the Issuer's
Registration Statement No. 033-64019 on Form
S-4).
(b) Restrictive Covenant dated as of December
29, 1995, from the Added Value Stockholders
in favor of the Issuer, All American Added
Value, Inc. and All American A.V.E.D., Inc.
(incorporated by reference to Exhibit 2.1 to
the Issuer's Registration Statement No.
033-64019 on Form S-4).
<PAGE>
SCHEDULE 13D
CUSIP NO. 016557 1 PAGE 7 OF 7
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.
JANUARY 8, 1995
-----------------------------
Date
/S/ PAUL GOLDBERG
----------------------------
Signature
PAUL GOLDBERG
----------------------------
Name / Title
