UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.__)*
Pacific Rim Entertainment, Inc.
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(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
694799305
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(CUSIP Number)
Jack Leadbeater
1661 East Camelback Road
Suite 245
Phoenix, Arizona 85016
----------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 22, 1997
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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 [ ]. (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.)
Note: No fee is being paid due to the elimination of the fee pursuant to the
Revenue Reconciliation Act.
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 should 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.
<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).
<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jack Leadbeater ("Leadbeater")
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP A [ ]
B [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
SC
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 664,000 shares of Common Stock
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 1,500,000 shares of Common Stock
EACH See Item 6(1)
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 664,000 shares of Common Stock
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
664,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.2%
14. TYPE OF REPORTING PERSON
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT.
<PAGE>
Item 1: Security and Issuer.
This Schedule 13D relates to the Common Stock of Pacific Rim Entertainment, Inc.
("Issuer"), $.01 par value per share (the "Common Stock"). The principal
executive offices of the Issuer are located at 1661 East Camelback Road, Suite
245, Phoenix, Arizona 85016.
Item 2: Identity and Background.
The filer of this Schedule 13D is Jack Leadbeater ("Leadbeater"), an
individual whose business address is 1661 East Camelback Road, Suite 245,
Phoenix, Arizona 85016. Leadbeater is presently the Chairman and Chief Executive
Officer of the Issuer.
During the past five years, Leadbeater has not been convicted in any
criminal proceeding (excluding traffic violations and similar misdemeanors) of
the type which would require disclosure of the type identified in Item 2(d) of
the Schedule 13D.
During the past five years, Leadbeater has not been a party to a civil
proceeding of a judicial or administrative body of a competent jurisdiction of
the type which would require disclosure of the type identified in Item 2(e) of
the Schedule 13D.
Item 3: Source and Amount of Funds or Other Consideration.
The Common Stock owned by Leadbeater and disclosed on this Schedule 13D
were received by Leadbeater pursuant to the terms of an Agreement and Plan of
Merger dated November 5, 1997 ("Merger Agreement") by and among the Issuer, PR
Acquisition Corp., Osage Computer Group, Inc. ("Osage") and the shareholders of
Osage (the "Merger"). The consideration paid by Leadbeater for the issuance of
the Common Stock disclosed herein is more fully described in the Issuer's
Current Report on Form 8-K, dated December 22, 1997 ("Form 8-K"), under the
heading "Description of the Securities Issued in the Merger," which is
incorporated by reference herein.
Item 4: Purpose of Transaction.
Any securities of the Issuer acquired by Leadbeater will be for investment
purposes.
Except as set forth below, Leadbeater currently has no plans or proposals
which would result in any of the actions described in Item 4(a)-(j) of the
Schedule 13D.
(a) Pursuant to the terms of the Merger Agreement, Leadbeater
may acquire additional shares of Common Stock of the Issuer, provided the Issuer
achieves certain financial performance criteria as such criteria are disclosed
in the Merger Agreement, under the heading "Merger Consideration"
(d) Pursuant to the terms of the Merger Agreement, Leadbeater,
together with the other former shareholders of Osage who are the beneficial
owners of the outstanding shares of the Series B $3.00 Convertible Preferred
Stock, is entitled to elect a majority of the Board of Directors, provided the
Issuer achieves certain financial performance criteria, as such rights are
disclosed in the Issuer's Certificate of Designation, Preferences and Rights of
the Series B $3.00 Convertible Preferred Stock attached to the Merger Agreement
as Exhibit 1.3(a)(iv).
<PAGE>
(e) Pursuant to the terms of the Merger Agreement, changes in
the capitalization of the Issuer may occur upon conversion of certain
outstanding classes of preferred stock, as such classes are described in the
Merger Agreement, under the heading "Merger Consideration."
Item 5: Interest in Securities of the Issuer.
(a)
<TABLE>
<CAPTION>
No. of Shares of Percent of Common
Beneficial Owner Common Stock Stock Beneficially Owned(*)
---------------- ---------------- ---------------------------
<S> <C> <C>
Jack Leadbeater 664,000(1) 13.2%
</TABLE>
- ----------------
*Based upon information that the Issuer provided to Leadbeater.
(1) This amount includes shares of Series B $3.00 Convertible Preferred
Stock which may be converted into 207,500 shares of Common Stock, but
does not include options to purchase 332,000 shares of Common Stock
issued in conjunction with the Merger.
(b) Leadbeater has dispositive and voting power for all
664,000 shares of Common Stock and has shared voting power over 1,500,000 shares
of Common Stock (See Item 6(1)).
(c)
<TABLE>
<CAPTION>
Identity Date Amount Price Where Purchased
- -------- ---- ------ ----- ---------------
<S> <C> <C> <C> <C>
Jack Leadbeater 12/22/97 664,000 shares of Common See Item 3 Issuer Transaction
Stock. See Item 5(a)
</TABLE>
(d) No other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds of sale of,
the Common Stock beneficially owned by Leadbeater.
(e) Not applicable.
Item 6: Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Except as set forth below, Leadbeater has no contract,
arrangement, understanding or relationship (whether or not legally enforceable)
with any person with respect to any shares or other securities of any class of
the Issuer.
1. Pursuant to the terms of the Merger Agreement, 1,500,000
shares of Common Stock of the Issuer were placed in a Voting Trust, that
provides during the term of the Voting Trust, the shares are to be voted at the
<PAGE>
direction of the holders of the Series B $3.00 Convertible Preferred Stock,
which includes Leadbeater. The terms of the Voting Trust are more fully
described in the Merger Agreement, under the heading "Merger Consideration."
2. Pursuant to the terms of the Merger Agreement, certain of
the shares of Common Stock, as well as other securities issued in the Merger,
were granted registration rights, as such terms are more fully described in the
Merger Agreement, under the heading "Agreements of the Parties - Registration
Rights."
Item 7: Material to be Filed as Exhibits.
1 Agreement and Plan of Merger dated November 5, 1997 ("Merger
Agreement") by and among the Issuer, PR Acquisition Corp., Osage Computer Group,
Inc. and the shareholders of Osage (incorporated by reference to Exhibit 2.1 of
Issuer's current report on Form 8-K dated October 31, 1996 ("Osage 8-K").
2. First Amendment to Agreement and Plan of Merger dated
December 19, 1997 (incorporated by reference to Exhibit 2.2 of the Osage 8-K).
3. Certificate of Designation, Preferences and Rights of
Series B $3.00 Convertible Preferred Stock (incorporated by reference to Exhibit
3.4 of the Osage 8-K).
4. Form of Voting Trust Agreement (incorporated by reference
to Exhibit 9.1 of the Osage 8-K).
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
correct and complete.
Date: January 31, 1998 By: /s/ Jack Leadbeater
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Jack Leadbeater
