LASER PACIFIC MEDIA CORPORATION
SC 13D, 1999-04-28
ALLIED TO MOTION PICTURE PRODUCTION
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<PAGE>   1
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13D
                   UNDER THE SECURITIES EXCHANGE ACT OF 1934
                           (AMENDMENT NO._________)*


                        LASER PACIFIC MEDIA CORPORATION
- -------------------------------------------------------------------------------
                                (Name of Issuer)


                                     COMMON
- -------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                  517923108000
- -------------------------------------------------------------------------------
                                 (CUSIP Number)


   J.P. DEJORIA     9675 LA MANCHA     LAS VEGAS, NV 89129     (702) 656-6424
- -------------------------------------------------------------------------------
          (Name, Address and Telephone Number of Person Authorized to
                      Receive Notices and Communications)


                                   3/19/1999
- -------------------------------------------------------------------------------
            (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 that is the subject of this Schedule 13D, and is filing this 
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check 
the following box. [ ]

NOTE:  Schedules filed in paper format shall include a signed original and five 
copies of the schedule, including all exhibits. See Section 240.13d-7 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 13 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).









POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED 
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY 
VALID OMB CONTROL NUMBER.

SEC 1746 (2-98)


<PAGE>   2

CUSIP NO. 517923108000
_______________________________________________________________________________

     1.  Names of Reporting Persons.
         I.R.S. Identification Nos. of above persons (entities only).
         John Paul Dejoria     ###-##-####
_______________________________________________________________________________
     2.  Check the Appropriate Box if a Member of a Group (See Instructions)


         (a)  N/A
            -------------------------------------------------------------------

         (b) 
            -------------------------------------------------------------------
_______________________________________________________________________________

     3.  SEC Use Only
                     ----------------------------------------------------------
_______________________________________________________________________________

     4.  Source of Funds (See Instructions)  PF
                                           -------------------------------------
_______________________________________________________________________________

     5.  Check if Disclosure of Legal Proceedings Is Required Pursuant to 
         Items 2(d) or 2(e)
_______________________________________________________________________________

     6.  Citizenship or Place of Organization   United States Citizen
                                             ----------------------------------
_______________________________________________________________________________

 Number of       7.   Sole Voting Power  Yes
Shares Bene-     --------------------------------------------------------------
  ficially       8.   Shared Voting Power  635,000
Owned by Each    --------------------------------------------------------------
  Reporting      9.   Sole Dispositive Power  Self
 Person With     --------------------------------------------------------------
                10.   Shared Dispositive Power  N/A
                ---------------------------------------------------------------
_______________________________________________________________________________

    11.  Aggregate Amount Beneficially Owned by Each Reporting Person 635,000
                                                                     ----------
_______________________________________________________________________________

    12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares 
         (See Instructions)
                           ----------------------------------------------------
_______________________________________________________________________________

    13.  Percent of Class Represented by Amount in Row(11)    5.9%
                                                          ---------------------
_______________________________________________________________________________

    14.  Type of Reporting Person (See Instructions)
                    IN
         ----------------------------------------------------------------------
         ----------------------------------------------------------------------
         ----------------------------------------------------------------------
         ----------------------------------------------------------------------
         ----------------------------------------------------------------------

Instructions for Cover Page

(1)  Names and I.R.S. Identification Numbers of Reporting Persons - Furnish the
     full legal name of each person for whom the report is filed - i.e., each
     person required to sign the schedule itself - including each member of a
     group. Do not include the name of a person required to be identified in the
     report but who is not a reporting person. Reporting persons that are
     entities are also requested to furnish their I.R.S. identification numbers,
     although disclosure of such numbers is voluntary, not mandatory (see
     "SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).

(2)  If any of the shares beneficially owned by a reporting person are held as a
     member of a group and the membership is expressly affirmed, please check
     row 2(a). If the reporting person disclaims membership in a group or
     describes a relationship with other persons but does not affirm the
     existence of a group, please check row 2(b) [unless it is a joint filing
     pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to check
     row 2(b)].

(3)  The 3rd row is for SEC internal use; please leave blank.


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<PAGE>   3
(4)  Classify the Source of Funds or other consideration used or to be used in
     making purchases as required to be disclosed pursuant to Item 3 of Schedule
     13D and insert the appropriate symbol (or symbols if more than one is
     necessary) in row (4):

          Category of Source                                              Symbol

          Subject Company (Company whose securities are being acquired    SC
          Bank                                                            BK
          Affiliate (of reporting person)                                 AF
          Working Capital (of reporting person)                           WC
          Personal Funds (of reporting person)                            PF
          Other                                                           OO

(5)  If disclosure of legal proceedings or actions is required pursuant to 
     either Items 2(d) or 2(e) of Schedule 15D, row 5 should be checked.

(6)  Citizenship or Place of Organization - Furnish citizenship if the named 
     reporting person is a natural person. Otherwise, furnish place of
     organization. (See Item 2 of Schedule 13D.)

(7)-(11),(13)  Aggregate Amount Beneficially Owned by Each Reporting Person, 
     etc. - Rows (7) through (11) inclusive, and (13) are to be completed in
     accordance with the provisions of Item 5 of Schedule 13D. All percentages
     are to be rounded off to nearest tenth (one place after decimal point).

(12) Check if the aggregate amount reported as beneficially owned in row (11) 
does not include shares which the reporting person discloses in the report but 
as to which beneficial ownership is disclaimed pursuant to Rule  13d-4 [17 CFR 
240.13d.4] under the Securities Exchange Act of 1934.

(14) Type of Reporting Person - Please classify each "reporting person" 
according to the following breakdown and place the appropriate symbol (or 
symbols, i.e., if more than one is applicable, insert all applicable symbols) 
on the form:

          Category                                                       Symbol

          Broker-Dealer                                                   BD
          Bank                                                            BK
          Insurance Company                                               IC
          Investment Company                                              IV
          Investment Adviser                                              IA
          Employee Benefit Plan, Pension Fund, or Endowment Fund          EP
          Parent Holding Company                                          HC
          Corporation                                                     CO
          Partnership                                                     PN
          Individual                                                      IN
          Other                                                           OO

Notes:

     Attach as many copies of the second part of the cover page as are needed, 
     one reporting person per page.

     Filing persons may, in order to avoid unnecessary duplication, answer items
     on the schedules (Schedule 13D, 13G or 14D-1) by appropriate cross
     references to an item or items on the cover page(s). This approach may only
     be used where the cover page item or items provide all the disclosure
     required by the schedule item. Moreover, such a use of a cover page item
     will result in the item becoming a part of the schedule and accordingly
     being considered as "filed" for purposes of Section 18 of the Securities
     Exchange Act or otherwise subject to the liabilities of that section of the
     Act.

     Reporting persons may comply with their cover page filing requirements by
     filing either completed copies of the blank forms available from the
     Commission, printed or typed facsimiles, or computer printed facsimiles,
     provided the documents filed have identical formats to the forms prescribed
     in the Commission's regulations and meet existing Securities Exchange Act
     rules as to such matters as clarity and size (Securities Exchange Act Rule
     12-b-12).


                                       3
<PAGE>   4
              SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D

     Under Sections 13(d) and 23 of the Securities Exchange Act of 1934 and the
rules and regulations thereunder, the Commission is authorized to solicit the
information required to be supplied by this schedule by certain security holders
of certain issuers.

     Disclosure of the information specified in this schedule is mandatory,
except for I.R.S. identification numbers, disclosure of which is voluntary. The
information will be used for the primary purpose of determining and disclosing
the holdings of certain beneficial owners of certain equity securities. This
statement will be made a matter of public record. Therefore, any information
given will be available for inspection by any member of the public.

     Because of the public nature of the information, the Commission can utilize
it for a variety of purposes, including referral to other governmental
authorities or securities self-regulatory organizations for investigatory
purposes or in connection with litigation involving the Federal securities laws
or other civil, criminal or regulatory statutes or provisions. I.R.S.
identification numbers, if furnished, will assist the Commission in identifying
security holders and, therefore, in promptly processing statements of beneficial
ownership of securities.

     Failure to disclose the information requested by this schedule, except for
I.R.S. identification numbers, may result in civil or criminal action against
the persons involved for violation of the Federal securities laws and rules
promulgated thereunder.

                              GENERAL INSTRUCTIONS

A.   The item numbers and captions of the items shall be included but the text
     of the items is to be omitted. the answers to the items shall be so
     prepared as to indicate clearly the coverage of the items without referring
     to the text of the items. Answer every item. If an item is inapplicable or
     the answer is in the negative, so state.

B.   Information contained in exhibits to the statements may be incorporated by
     reference in answer or partial answer to any item or sub-item of the
     statement unless it would render such answer misleading, incomplete,
     unclear or confusing. Material incorporated by reference shall be clearly
     identified in the reference by page, paragraph, caption or otherwise. An
     express statement that the specified matter is incorporated by reference
     shall be made at the particular place in the statement where the
     information is required. A copy of any information or a copy of the
     pertinent pages of a document containing such information which is
     incorporated by reference shall be submitted with this statement as an
     exhibit and shall be deemed to be filed with the Commission for all
     purposes of the Act.

C.   If the statement is filed by a general or limited partnership, syndicate,
     or other group, the information called for by Items 2-6, inclusive, shall
     be given with respect to (i) each partner of such general partnership; (ii)
     each partner who is denominated as a general partner or who functions as a
     general partner of such limited partnership; (iii) each member of such
     syndicate or group; and (iv) each person controlling such partner or
     member. If the statement is filed by a corporation or if a person referred
     to in (i), (ii), (iii) or (iv) of this Instruction is a corporation, the
     information called for by the above mentioned items shall be given with
     respect to (a) each executive officer and director of such corporation; (b)
     each person controlling such corporation; and (c) each executive officer
     and director of any corporation or other person ultimately in control of
     such corporation.

ITEM 1.  SECURITY AND ISSUER

     State the title of the class of equity securities to which this statement
relates and the name and address of the principal executive offices of the
issuer of such securities.

ITEM 2.  IDENTITY AND BACKGROUND

     If the person filing this statement or any person enumerated in Instruction
C of this statement is a corporation, general partnership, limited partnership,
syndicate or other group of persons, state its name, the state or other place of
its organization, its principal business, the address of its principal office
and the information required by (d) and (e) of this Item. If the person filing
this statement or any person enumerated in Instruction C is a natural person,
provide the information specified in (a) through (f) of this Item with respect
to such person(s).



                                       4

<PAGE>   5
(a)  Name:

(b)  Residence or business address;

(c)  Present principal occupation or employment and the name, principal business
     and address of any corporation or other organization in which such
     employment is conducted;

(d)  Whether or not, during the last five years, such person has been convicted
     in a criminal proceeding (excluding traffic violations or similar
     misdemeanors) and, if so, give the dates, nature of conviction, name and
     location of court, and penalty imposed, or other disposition of the case;

(e)  Whether or not, during the last five years, such person was 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; and, if so,
     identify and describe such proceedings and summarize the terms of such
     judgment, decree or final order; and

(f)  Citizenship.

Item 3.  Source and Amount of Funds or Other Consideration

     State the source and the amount of funds or other consideration used or to
be used in making the purchases, and if any part of the purchase price is or
will be represented by funds or other consideration borrowed or otherwise
obtained for the purpose of acquiring, holding, trading or voting the
securities, a description of the transaction and the names of the parties
thereto. Where material, such information should also be provided with respect
to prior acquisitions not previously reported pursuant to this regulation. If
the source of all or any part of the funds is a loan made in the ordinary course
of business by a bank, as defined in Section 3(a)(6) of the Act, the name of the
bank shall not be made available to the public if the person at the time of
filing the statement so requests in writing and files such request, naming such
bank, with the Secretary of the Commission. If the securities were acquired
other than by purchase, describe the method of acquisition.

Item 4.  Purpose of Transaction

     State the purpose or purposes of the acquisition of securities of the 
issuer. Describe any plans or proposals which the reporting persons may have 
which relate to or would result in:

(a)  the acquisition by any person of additional securities of the issuer, or 
     the disposition of securities of the issuer;

(b)  An extraordinary corporate transaction, such as a merger, reorganization 
     or liquidation, involving the issuer or any of its subsidiaries;

(c)  A sale or transfer of a material amount of assets of the issuer or any of 
     its subsidiaries;

(d)  Any change in the present board of directors or management of the issuer,
     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 issuer;

(f)  Changes in the issuer's charter, bylaws or instruments corresponding
     thereto or other actions which may impede the acquisition of control of the
     issuer by any person;

(g)  Changes in the issuer's charter, bylaws or instruments corresponding
     thereto or other actions which may impede the acquisition of control of the
     issuer by any person;

(h)  Causing a class of securities of the issuer 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.

                                       5







                                                
<PAGE>   6
(i)     A class of equity securities of the issuer becoming eligible for
        termination of registration pursuant to Section 12(g)(4) of the Act; or

(j)     Any action similar to any of those enumerated above.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a)     State the aggregate number and percentage of the class of securities
        identified pursuant to Item 1 (which may be based on the number of
        securities outstanding as contained in the most recently available
        filing with the Commission by the issuer unless the filing person has
        reason to believe such information is not current) beneficially owned
        (identifying those shares which there is a right to acquire) by each
        person named in Item 2. The above mentioned information should also be
        furnished with respect to persons who, together with any of the persons
        named in Item 2, comprise a group within the meaning of Section 13(d)(3)
        of the Act;

(b)     For each person named in response to paragraph (a), indicate the number
        of shares as to which there is sole power to vote or to direct the vote,
        shared power to vote or to direct the vote, sole power to dispose or to
        direct the disposition, or shared power to dispose or to direct the
        disposition. Provide the applicable information required by Item 2 with
        respect to each person with whom the power to vote or to direct the vote
        or to dispose or direct the disposition is shared;

(c)     Describe any transactions in the class of securities reported on that
        were effected during the past sixty days or since the most recent filing
        of Schedule 13D (Section 240.13d-191), whichever is less, by the persons
        named in response to paragraph (a).

        Instruction.  The description of a transaction required by Item 5(c)
                      shall include, but not necessarily be limited to: (1) the
                      identity of the person covered by Item 5(c) who effected
                      the transaction; (2) the date of the transaction; (3) the
                      amount of securities involved; (4) the price per share or
                      unit; and (5) where and how the transaction was effected.

(d)     If any other person is known to have the right to receive or the power
        to direct the receipt of dividends from, or the proceeds from the sale
        of, such securities, a statement to that effect should be included in
        response to this item and, if such interest relates to more than five
        percent of the class, such person should be identified. A listing of the
        shareholders of an investment company registered under the Investment
        Company Act of 1940 or the beneficiaries of an employee benefit plan,
        pension fund or endowment fund is not required.

(e)     If applicable, state the date on which the reporting person ceased to be
        the beneficial owner of more than five percent of the class of
        securities.

        Instruction.  For computations regarding securities which represent a
                      right to acquire an underlying security, see Rule
                      13d-3(d)(1) and the note thereto.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
        SECURITIES OF THE ISSUER

        Describe any contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between such persons
and any person with respect to any securities of the issuer, including but not
limited to transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies, naming the
person with whom such contracts, arrangements, understandings or relationships
have been entered into. Include such information for any of the securities that
are pledged or otherwise subject to a contingency the occurrence of which would
give another person voting power or investment power over such securities except
that disclosure of standard default and similar provisions contained in loan
agreements need not be included.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

        The following shall be filed as exhibits: copies of written agreements
relating to the filing of joint acquisition statements as required by Section
240. 13d-1(k) and copies of all written agreements, contracts, arrangements,
understandings,

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