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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. __________)*
American United Global, Inc.
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(Name of Issuer)
Common Stock, Par Value $.01
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(Title of Class of Securities)
030344105
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(CUSIP Number)
Associated Capital, L.P. Margery K. Neale, Esq.
A Cap, Inc. Shereff, Friedman, Hoffman & Goodman, LLP
Jay H. Zises 919 Third Avenue
477 Madison Avenue, 14th Floor New York, New York 10022
New York, New York 10022 (212) 758-9500
(212) 872-9660
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 22, 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 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 the 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 five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the 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).
SEC 1746(12-91)
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SCHEDULE 13D
CUSIP No. 030344105 Page 2 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ASSOCIATED CAPITAL, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7 SOLE VOTING POWER
NUMBER OF 570,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 570,000
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
570,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SEC 1746(12-91)
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SCHEDULE 13D
CUSIP No. 030344105 Page 3 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
A CAP, INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
7 SOLE VOTING POWER
NUMBER OF 570,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 570,000
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
570,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SEC 1746(12-91)
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SCHEDULE 13D
CUSIP No. 030344105 Page 4 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JAY H. ZISES
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
7 SOLE VOTING POWER
NUMBER OF 570,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 570,000
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
570,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
4
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SCHEDULE 13D
Item 1. Security and Issuer
Securities acquired: Common Stock, par value $.01 ("Common Stock")
Issuer: American United Global, Inc.
55 Highland Boulevard
Dix Hills, New York 11746
Item 2. Identity and Background
(a), (b), (c) and (f) This Schedule 13D is being filed
jointly by Associated Capital, L.P., a Delaware limited partnership
("Associated"), its general partner, A Cap, Inc., a New York corporation ("A
Cap"), and Jay H. Zises, the President and a Director of A Cap. Associated, A
Cap, and Jay H. Zises are hereinafter sometimes referred to collectively as the
"Reporting Persons." The business address of each Reporting Person is 477
Madison Avenue, 14th Floor, New York, New York 10022.
The principal business of Associated is investments.
The principal business of A Cap is investment management.
Jay H. Zises's principal occupation is investment
management. Mr. Zises is a United States citizen.
See Item 5 for information regarding ownership of Common
Stock.
(d) and (e). During the past five years, none of the
Reporting Persons has been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) or 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.
Item 3. Source and Amount of Funds
Associated Capital purchased an aggregate of 570,000 shares
at an aggregate cost of $3,463,095.50, using its own funds.
All of the amounts reported herein are net of commissions.
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Item 4. Purpose of the Transaction
All of the shares of Common Stock reported herein were
acquired for investment purposes. Each of the Reporting Persons may acquire or
dispose of securities of the Issuer, including shares of Common Stock, directly
or indirectly, in open-market or privately negotiated transactions, depending
upon the evaluation of the performance and prospects of the Issuer by the
Reporting Persons, and upon other developments and circumstances, including, but
not limited to, general economic and business conditions and stock market
conditions.
Except for the foregoing, no Reporting Person has any
present plans or proposals which relate to or would result in any of the actions
or events described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) and (b) Associated is the beneficial and record owner
of 570,000 shares of Common Stock, or 9.7% of the outstanding shares of Common
Stock.
As the general partner of Associated, A Cap has the sole
power to vote and to direct the voting of and the sole power to dispose and
direct the disposition of the 570,000 shares of Common Stock owned by
Associated. Accordingly, A Cap may be deemed to be the beneficial owner of such
570,000 shares of Common Stock or 9.7% of the outstanding shares of Common
Stock.
Jay Zises, as President of A Cap, has the sole power to vote
and to direct the voting of, and to dispose and to direct the disposition of,
the shares of Common Stock deemed to be beneficially owned by A Cap.
Accordingly, Mr. Zises may be deemed to be the beneficial owner of such 570,000
shares of Common Stock or 9.7% of the outstanding shares of Common Stock.
The number of shares beneficially owned by each of the
Reporting Persons and the percentage of outstanding shares represented thereby,
have been computed in accordance with Rule 13d-3 under the Securities Exchange
Act of 1934, as amended (the "Securities Exchange Act"). The percentage of
ownership of the Reporting Persons is based on 5,878,616 outstanding shares of
Common Stock of the issuer as of May 22, 1996, based on information provided by
the Issuer's transfer agent.
(c) See Exhibit B attached hereto for information
concerning transactions made.
(d) Not applicable.
(e) Not applicable.
6
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Not applicable.
Item 7. Material to be Filed as Exhibits
Exhibit A. Agreement of joint filing.
Exhibit B. Purchases of Common Stock of Issuer.
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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.
ASSOCIATED CAPITAL, L.P.
By: A CAP, INC., as General Partner
By: /s/ Jay H. Zises, President
--------------------------------
Jay H. Zises, President
A CAP, INC.
By: /s/ Jay H. Zises, President
--------------------------------
Jay H. Zises, President
/s/ Jay H. Zises
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Jay H. Zises
Dated: May 31, 1996
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Exhibit A
AGREEMENT OF JOINT FILING
In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agree to the joint
filing with all other Reporting Persons (as such term is defined in the Schedule
13D referred to below) of a statement on Schedule 13D or any amendments thereto,
with respect to the Common Stock, par value $.01, of American United Global,
Inc. and that this Agreement be included as an Exhibit to such filing.
This Agreement may be executed in any number of counterparts
each of which shall be deemed to be an original and all of which together shall
be deemed to constitute one and the same Agreement.
IN WITNESS WHEREOF, the undersigned hereby execute this
Agreement on the 31st day of May, 1996.
ASSOCIATED CAPITAL, L.P.
By: A CAP, INC., as General Partner
By: /s/ Jay H. Zises, President
-------------------------------
Jay H. Zises, President
A CAP, INC.
By: /s/ Jay H. Zises, President
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Jay H. Zises, President
/s/ Jay H. Zises
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Jay H. Zises
Exhibit B
TRANSACTION SUMMARY
Associated Capital, L.P.
Purchases of American United Global, Inc.
Common Stock par value $.01
From 12/31/95 to 5/22/96
Trade Dollar
Date Share Price Amount Quantity
5/6/96 $5.56 $1,369,825 250,000
5/7/96 5.39 134,687.5 25,000
5/21/96 6.37 1,257,920 200,000
5/22/96 7.46 700,663 95,000
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