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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.1)*
PACIFIC RIM ENTERTAINMENT, INC.
(Name of Issuer
COMMON STOCK
(Title of Class of Securities)
694799305
(CUSIP Number)
Robert J. Poulson, Jr., Esq.
63 Pioneer Street
Cooperstown, New York 13326
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 24, 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 [ ]
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).
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SCHEDULE 13D
CUSIP No. 694799305 Page 2 of 4 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steven B. Rosner
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
US
7 SOLE VOTING POWER
NUMBER OF 884,542
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 884,542
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
884,542
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.35
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.
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(Continuation of Schedule 13(D) Page 3 of 4 Pages
ITEM 1. SECURITY AND ISSUER
The issuer is Pacific Rim Entertainment, Inc., which has its principal
executive offices at 1661 E. Camelback Rd, Suite 249, Phoenix, AZ 85016. The
title of the class of equity securities to which this statement relates is
Common Stock.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Rosner and PRE Investors L.P. and Diversified Investment Fund, two
limited partnerships of which Mr. Rosner is the General Partner, have purchased
190,000, 641,692 and 50,000 shares, respectively, in a private transaction with
the issuer on Nov. 24, 1997. Personal or partnership funds were used for the
purchase.
ITEM 4. PURPOSE OF TRANSACTION.
In his Schedule 13D dated August 22nd, 1996, Mr. Rosner indicated that he
and Messrs. Buchwalter and Leslie had formed a group for the purpose of
effecting a change in the Board of Directors, and intended to seek merger and
acquisition partners. The purposes for which the group was formed have now been
accomplished, and accordingly the group should be deemed no longer to exist. The
securities covered by this Statement are now held for investment purposes.
(a) Mr. Rosner has no present intention of acquiring additional equity
securities of the issuer
(b)-(j) Mr. Rosner has no present plan or proposal relating to or which
would result in: (i) an extraordinary corporate transaction, such as
a merger, reorganization or liquidation, involving the issuer or any
of its subsidiaries; (ii) a sale or transfer of a material amount of
assets of the issuer or any of its subsidiaries; (iii) 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; (iv) any
material change in the present capitalization or dividend policy of
the issuer; (v) any other material change in the issuer's business
or corporate structure; (vi) 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; (vii)
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; (viii) a class of equity securities of the
issuer becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or (ix) any similar action.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Rosner beneficially owns 884,542 shares, constituting 18.35%, of
the outstanding Common Stock of the issuer, including 192,850 shares
held directly, 641,692 shares held by PRE Investors L.P. and 50,000
shares held by Diversified Investment Fund.
(b) Mr. Rosner has sole power to vote and dispose of these shares.
(c) Mr. Rosner and PRE Investors LP and Diversified Investment Fund
purchased 190,000, 641,692 and 50,000 shares of Common Stock,
respectively, at a price of $.10 per share, in a private transaction
with the issuer on Nov. 24, 1997.
(d) None.
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(Continuation of Schedule 13(D) Page 4 of 4
Pages
Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Mr. Rosner has no contracts, arrangements, understandings or
relationships with other persons with respect to securities of the issuer.
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.
Dated: January 23, 1998 /s/ Steven B. Rosner
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Signature
Steven B. Rosner
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Name and Title
