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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:
Robert W. Paltrow
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) / /
(b) /X/
3. SEC USE ONLY
4. SOURCE OF FUNDS:
Not applicable (shares distributed by Issuer in 1989 and Issuer is now
required to register under Section 12(g))
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
360,000
8. SHARED VOTING POWER
None
9. SOLE DISPOSITIVE POWER
360,000
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
360,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN BOX (11) EXCLUDES
CERTAIN SHARES: / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN BOX (11):
11.3%
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
(the "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 be 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 Robert W. Paltrow.
(b) Mr. Paltrow's business address is 3 Garret Mountain Plaza, Suite 202A,
West Paterson, NJ 07474.
(c) Mr. Paltrow serves as Secretary/Treasurer of the Company.
(d) Mr. Paltrow has not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) during the last five
years.
(e) Mr. Paltrow 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. Paltrow is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration
Mr. Paltrow received his shares of Common Stock in 1989 through a
distribution when the Company merged with a public company, Opportunistics
Inc. The Company must now file under Section 12(g) of the Securities
Exchange Act of 1934 which triggers the filing of this Schedule 13D.
Item 4. Purpose of Transaction
Mr. Paltrow 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 on Form 8-A to be filed by the Company 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. Paltrow also is
engaged in looking for acquisition targets for the Company and is
considering the merger of Color Graphics, Inc., a subsidiary of the
Company, into the Company. Other than as enumerated above, Mr. Paltrow
does not have any current plans or proposals which relate to or would
result in:
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(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. Paltrow reserves 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. Paltrow is deemed to be the indirect beneficial owner of 360,000 shares
of Common Stock through his role as General Partner of Aspetong Partners,
L.P., a family limited partnership. The 360,000 shares of the Company's
Common Stock represent 11.3% of the outstanding Common Stock of the
Company.
Mr. Paltrow, as General Partner of Aspetong Partners, L.P., has sole power
to vote or to direct the vote and sole power to dispose or to direct the
disposition of the Common Stock owned by Aspetong Partners, L.P.
There were no purchases or sales by Mr. Paltrow of Common Stock during the
past sixty days.
Mr. Paltrow serves as General Partner of Aspetong Partners, L.P. in which
he has a 1% interest in profits, losses, deductions and credits. The
limited partners are Mr. Paltrow's three children. The limited partnership
has the right to receive dividends from the sale of Common Stock owned by
the partnership.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of Issuer
Mr. Paltrow is General Partner of Aspetong Partners, L.P., the direct
beneficial owner of 360,000 shares of Common Stock. Mr. Paltrow has a 1%
interest in the profits, losses, deductions and credits of the partnership.
The limited partners are Mr. Paltrow's three children.
Item 7. Material to be filed as Exhibits
Filed herewith is a copy of the Aspetong Partners, L.P. Limited Partnership
Agreement.
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/ Robert W. Paltrow
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Date Signature
Robert W. Paltrow
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Name/Title
