<PAGE>
OMB APPROVAL
-------------------
OMB Number: 3235-0145
Expires: 0ctober 31, 1997
Estimated average burden
hours per response...14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
AMERICAN UNITED GLOBAL, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01
(Title of Class of Securities)
030344105
(CUSIP Number)
Associated Capital, L.P.
Associated Capital Offshore, L.P.
A Cap, Inc. Margery K. Neale, Esq.
Jay H. Zises Shereff, Friedman, Hoffman & Goodman, LLP
477 Madison Avenue, 14th Floor 919 Third Avenue
New York, New York 10022 New York, New York 10022
(212) 872-9660 (212) 758-9500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 25, 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 subject of this Schedule 13D, and is filing this
statement 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: / /. (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)
<PAGE>
CUSIP No. 030344105 SCHEDULE 13D Page 3 of 7 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
356,500
NUMBER OF SHARES
8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
9. SOLE DISPOSITIVE POWER
REPORTING PERSON 356,500
WITH
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
356,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
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)
2
<PAGE>
CUSIP No. 030344105 SCHEDULE 13D Page 3 of 7 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
356,500
NUMBER OF SHARES
8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
9. SOLE DISPOSITIVE POWER
REPORTING PERSON 356,500
WITH
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
356,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
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)
3
<PAGE>
CUSIP No. 030344105 SCHEDULE 13D Page 4 of 7 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
356,500
NUMBER OF SHARES
8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
9. SOLE DISPOSITIVE POWER
REPORTING PERSON 356,500
WITH
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
356,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
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.
SEC 1746 (12-91)
4
<PAGE>
SCHEDULE 13D
This Amendment No. 2 amends and supplements the Statement on Schedule 13D
filed with the Securities and Exchange Commission on May 31, 1996 (the
"Statement") with respect to the common stock, $.01 par value per share, of
American United Global, Inc. (the "Common Stock"). Only those items of the
Statement that are amended and supplemented hereby are included herein. Unless
otherwise defined herein, all capitalized terms shall have the respective
meanings ascribed to them in the Statement.
Item 3. Source and Amount of Funds
Neither Associated nor Associated Offshore purchased any shares.
Item 5. Interest in Securities of the Issuer
(a) and (b) Associated is the beneficial and record owner of 356,500
shares of Common Stock, or 4.9% 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 356,500 shares of Common Stock owned by Associated. Accordingly, A Cap
may be deemed to be the beneficial owner of such 356,500 shares of Common Stock
or 4.9% 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 356,500 shares of Common Stock
or 4.9% of the outstanding shares of Common Stock.
Item 7. Material to be Filed as Exhibits
Exhibit B. Purchases of Common Stock of Issuer.
SEC 1746 (12-91)
5
<PAGE>
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
--------------------------------
Jay H. Zises, President
ASSOCIATED CAPITAL OFFSHORE, L.P.
By: A CAP, LTD., as General Partner
By: /s/ J.D. Hunter
-------------------------------------
J.D. Hunter, Managing Director
A CAP, INC.
By: /s/ Jay H. Zises
----------------------------
Jay H. Zises, President
/s/ Jay H. Zises
-------------------------------------
Jay H. Zises
Dated: April 8, 1997
SEC 1746 (12-91)
<PAGE>
Exhibit B
TRANSACTION SUMMARY
-------------------
American United Global, Inc.
Common Stock par value $.01
From 3/4/97 to 4/7/97
Trade Date # of Shares Price Net $
---------- ----------- ----- -----
Associated Capital, L.P.
3/4/97 -5,000 $6.000 ($30,000.00)
3/5/97 -5,000 $5.438 ($27,187.50)
3/6/97 -27,500 $5.846 ($160,767.75)
3/6/97 -2,500 $6.000 ($15,000.00)
3/7/97 -6,400 $5.810 ($37,181.44)
3/10/97 -10,200 $5.858 ($59,746.50)
3/11/97 -5,000 $5.858 ($29,287.50)
3/24/97 -2,000 $4.625 ($9,250.00)
3/25/97 -15,200 $5.125 ($77,900.00)
3/25/97 -9,500 $5.125 ($48,687.50)
3/25/97 -1,000 $5.138 ($5,137.50)
4/3/97 -2,000 $4.250 ($8,500.00)
4/4/97 -14,000 $4.700 ($65,800.00)
4/4/97 -6,000 $4.625 ($27,750.00)
4/7/97 -15,000 $4.750 ($71,250.00)
4/7/97 -5,000 $4.750 ($23,750.00)
SUBTOTAL 356,500 $5.991 2,135,823.81
Current TOTAL 356,500
Percent Owned 4.9% SEC 1746 (12-91)
