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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Under the Securities Exchange Act of 1934
(Amendment No. _____)
NORTH AMERICAN INTEGRATED MARKETING, INC.
________________________________________
(Name of Issuer)
COMMON STOCK, $.00001 PAR VALUE
________________________________________
(Title of Class of Securities)
656908209
(CUSIP Number)
Ernest M. Stern, Esq.
Venable, Baetjer, Howard & Civiletti, LLP
1201 New York Avenue, N.W., Suite 1000
Washington, DC 20005
(202) 962-4834
______________
(Name, Address and Telephone Number
of Person Authorized to Receive Notices
and Communications)
April 30, 1997
______________
(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. / /.
(Continued on following pages)
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON:
Nicholas Robinson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) / /
(b) /X/
3. SEC USE ONLY
4. SOURCE OF FUNDS:
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or (e): / /
N/A
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
2,245,002
8. SHARED VOTING POWER
None
9. SOLE DISPOSITIVE POWER
240,000
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,245,002
12. CHECK BOX IF THE AGGREGATE AMOUNT IN BOX (11) EXCLUDES
CERTAIN SHARES: / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN BOX (11):
72.6%
14. TYPE OF REPORTING PERSON:
IN
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SCHEDULE 13D
Item 1. Security and Issuer
This Schedule 13D relates to the Common Stock, par value $.00001 per share
("Common Stock"), of North American Integrated Marketing, Inc. (the
"Company"). The name and address of the principal executive officers of
the Company are incorporated herein by reference to the Company's Form 10-K
for the year ended December 31, 1996, page 15.
Item 2. Identity and Background
(a) The person filing this statement is Nicholas Robinson.
(b) Mr. Robinson's business address is 3 Garret Mountain Plaza, Suite
202A, West Paterson, NJ 07474.
(c) Mr. Robinson serves as Chief Executive Officer of the Company, whose
principal business is database analysis, target marketing and creative
design in connection with direct mail campaigns.
(d) Mr. Robinson has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) during the last
five years.
(e) Mr. Robinson has not, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction nor 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.
(f) Mr. Robinson is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration
Any purchase by Mr. Robinson of stock options in the Company will be made
through his personal funds.
Item 4. Purpose of Transaction
Mr. Robinson is an executive officer of the Company and a director of the
Company. He has recently approved, as a director and shareholder of the
Company, and to be reported by the Company on Form 8-A not later than April
30, 1997, amendments to the Company's Certificate of Incorporation to
classify the Board of Directors and to allow a director to be removed only
for cause and only by the affirmative vote of holders of 80% or more of the
outstanding shares of capital stock entitled to vote generally in the
election of directors, and also approved a one-for-twelve reverse stock
split of the Company's Common Stock. Mr. Robinson also is engaged in
looking for acquisition targets for the Company and is considering the
merger of Color Graphics, Inc., a
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subsidiary of the Company into the Company. Other than as enumerated above,
Mr. Robinson does not have any current plans or proposals which relate to
or would result in:
(a) The acquisition by any person of additional securities of the Company,
or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as merger, reorganization
or liquidation, involving the Company or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company or of
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy
of the Company;
(f) Any other material change in the Company's business or corporate
structure;
(g) Changes in the Company's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the Company by any person;
(h) Causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national
securities association;
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
Mr. Robinson reserve his right to revise his plans in the future if such a
revision becomes, in his sole discretion, necessary, appropriate or
otherwise advisable.
Item 5. Interest in Securities of the Issuer
Mr. Robinson is deemed to be the beneficial owner of 240,000 shares of
Common Stock through the currently exercisable stock options that he owns
and to be the indirect beneficial owner of 2,005,002 shares of Common Stock
owned by First Commercial and Finance Corp., Establishment which has
granted Mr. Robinson sole voting power until September 24, 2001 under an
irrevocable proxy. The 2,245,002 shares of the Company's Common Stock for
which Mr. Robinson has sole voting power represent 72.6% of the outstanding
Common Stock of the Company.
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There were no purchases or sales by Mr. Robinson of Common Stock during the
past sixty days.
Mr. Robinson serves as proxy for First Commercial and Finance Corp.,
Establishment which has the right to receive dividends from the sale of the
2,005,002 shares of Common Stock that it owns.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of Issuer
The description of the Convertible Debenture Purchase Agreement between
NAIM and First Commercial and Finance Corp., Establishment is incorporated
herein by reference to NAIM's Current Report on Form 8-K dated May 17,
1996.
Item 7. Material to be Filed as Exhibits
The copy of the Convertible Debenture Purchase Agreement under which
granting First Commercial and Finance Corp., Establishment granted its
irrevocable proxy for five years to Nicholas Robinson is incorporated
herein by reference to NAIM's Current Report on Form 8-K dated May 17,
1996.
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.
April 30, 1997 /s/ Nicholas Robinson
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Date Signature
Nicholas Robinson
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Name/Title
