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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.____________)*
METROVISION OF NORTH AMERICA, INC.
(Name of Issuer)
Common Stock, $.001 Par Value
(Title of Class of Securities)
592666 10 1
(CUSIP Number)
Emanuel J. Adler, Esq.
Tenzer Greenblatt LLP
405 Lexington Avenue
New York, New York 10174
(212) 885-5565
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 23, 1995
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement of Schedule 13G to report
the acquisition which is the subject of the Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
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).
(Continued on following page(s))
<PAGE>
SCHEDULE 13d
CUSIP No. 592666101
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WILLIAM G. WALTERS
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF, OO
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,939,490 (includes 145,489 shares issuable upon exercise
of warrants)
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,939,490 (includes 145,489 shares issuable upon exercise
of warrants)
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,939,490 (includes 145,489 shares issuable upon exercise of warrants)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7 (INCLUDING EXHIBITS)
OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Item 1. Security and Issuer.
This statement relates to the Common Stock, $.001 par value
per share (the "Common Stock") of Metrovision of North
America, Inc. (hereinafter, the "Company"). The principal
executive offices of the Company are located at 424 Madison
Avenue, New York, New York 10017.
Item 2. Identity and Background.
(a) This Schedule 13D is being filed by William G. Walters
(the "Reporting Person").
(b) The Reporting Person's business address is 650 Fifth
Avenue, New York, New York 10019.
(c) The Reporting Person is principally employed as the
Chairman of Whale Securities Co., L.P., a broker- dealer
registered with the NASD, whose address is 650 Fifth Avenue,
New York, New York 10019
(d) The Reporting Person has not, during the last five (5)
years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) The Reporting Person has not, during the last five (5)
years, 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.
(f) The Reporting Person is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Of the 1,939,490 shares of Common Stock of the Company
beneficially owned by the Reporting Person, 1,794,001 shares
were acquired with personal funds of the Reporting Person in
the aggregate amount of approximately $315,000. The
remaining 145,489 shares are issuable upon exercise of
certain warrants (the "Warrants") issued by the Company to
the Reporting Person as a designee of Whale Securities Co.,
L.P. ("Whale") in connection with the Company's 1991 initial
public offering and 1993 public offering for which offerings
Whale acted as underwriter.
Page 3 of 6 Pages
<PAGE>
Item 4. Purpose of Transaction.
The Reporting Person acquired the securities of the Company
reported herein for investment purposes for the account of
his IRA in the case of the Common Stock reported herein and
for his own account in the case of the Warrants reported
herein. Depending upon market conditions and other factors
that the Reporting Person may deem material to his
investment decision, the Reporting Person may purchase
additional securities of the Company, in the open market or
in private transactions, or may dispose of all or a portion
of the securities of the Company that he now owns or
hereafter may acquire.
Except as set forth in this Item 4, the Reporting Person
does not have any present plans or proposals that relate to
or that would result in any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) - (b)
The calculation of beneficial ownership percentages is based
on 7,241,664 shares of Common Stock of the Company
outstanding according to the Company's Quarterly Report on
Form 10-QSB for the Quarter ended September 30, 1996.
The Reporting Person beneficially owns 1,939,490 shares of
Common Stock (which amount includes 145,489 shares issuable
upon exercise of Warrants) comprising 26.3% of the issued
and outstanding Common Stock. As noted in Item 3 above, the
Warrants were issued to the Reporting Person as a designee
of Whale. However, Whale has no right to vote, dispose or
receive any dividends or proceeds from the disposition of
any shares of Common Stock owned by the Reporting Person,
including, but not limited to, any shares issuable upon
exercise of the Warrants. The Reporting Person is the
Chairman of the Board and principal stockholder of Whale
Securities Corp., the general partner of Whale. Whale and
the Reporting Person together with certain other employees
of Whale, may constitute a group, as such term is defined,
under the Securities Exchange Act of 1934, as amended (the
"Act"), and, by virtue thereof, the Reporting Person may be
deemed to beneficially own the shares of Common Stock owned
by such persons. The Reporting Person disclaims the
existence of a group and further disclaims beneficial
ownership of any shares of the Company's Common Stock held
by Whale (including,
Page 4 of 6 Pages
<PAGE>
but not limited to, any shares of Common Stock issuable upon
exercise of warrants to purchase Common Stock held by Whale)
for any of its equity owners or employees and any shares of
Common Stock held by Whale in its trading account.
The foregoing calculation is made pursuant to Rule 13d-3
promulgated under the Act.
The Reporting Person has the sole power to vote and dispose
of all shares of Common Stock owned by him as described
above.
(c) During the past 60 days the Reporting Person has not
effected any purchases or sales or other transactions in the
Common Stock except that on November 4, 1996 the Reporting
Person purchased 196,065 shares of Common Stock at $.20 per
share through the exercise of Class B Warrants of the
Company.
(d) The Reporting Person affirms that no person other than
the Reporting Person has the right to receive or the power
to direct the receipt of dividends from, or the proceeds
from the sale of, the Common Stock beneficially owned by
him.
(e) It is inapplicable for the purposes hereof to state the
date on which the Reporting Persons ceased to be the owner
of more than five percent (5%) of the Common Stock.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Except as set forth above or elsewhere in this Schedule 13D,
the Reporting Person does not have any contract,
arrangement, understanding or relationship (legal or
otherwise) with any person with respect to any securities of
the Company, including, but not limited to, transfer or
voting of any such securities, finder's fees, joint
ventures, loan or options arrangements, puts or calls,
guarantees of profits, division of profits or losses, or the
giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
None.
Page 5 of 6 Pages
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
DATE: December 4, 1996
/s/ William G. Walters
----------------------
WILLIAM G. WALTERS
Page 6 of 6 Pages
