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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(AMENDMENT NO. 2)
Under the Securities Exchange Act of 1934
THOMPSON PBE, INC.
(Name of issuer)
COMMON STOCK
(Title of class of securities)
884888108
(CUSIP number)
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.)
* 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 the disclosures provided in a prior cover page.
The information required in 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 of 6 Pages
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CUSIP NO. 884888108 13G Page 2 of 6 Pages
1 NAMES OF REPORTING PERSONS
Mortimer A. Kline, III
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5 SOLE VOTING POWER
NUMBER OF 499,200 (excluding 48,139 option shares)
SHARES --------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH --------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 481,959 (excluding 48,139 option shares)
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8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
547,339
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.2%
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12 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1(A). Name of Issuer:
Thompson PBE, Inc.
ITEM 1(B). Address of Issuer's Principal Executive offices:
4553 Glencoe Avenue
Suite 200
Marina del Rey, California 90292
ITEM 2(A). Name of Person Filing:
Mortimer A. Kline, III
ITEM 2(B). Address of Principal Business Office:
c/o Thompson PBE, Inc.
4553 Glencoe Avenue
Suite 200
Marina del Rey, California 90292
ITEM 2(C). Citizenship:
United States
ITEM 2(D). Title of Class of Securities:
The securities to which the statement relates are
shares of common stock, par value $0.001 per share,
of the Issuer ("Common Stock").
ITEM 2(E). CUSIP Number:
The CUSIP number for the Common Stock is 884888108.
ITEM 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
Not applicable.
Page 3 of 6 Pages
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ITEM 4. Ownership
The following information is as of December 31, 1996:
(a) Amount Beneficially Owned: 547,339 Includes
(i) 17,241 shares in respect of which the
reporting person holds an irrevocable proxy
but posses no other incidents of ownership
and (ii) 48,139 shares of Common Stock that
the reporting person has the right to acquire
from other stockholders of the Issuer
pursuant to two separate call options, each
of which is immediately exercisable.
Calculation above also includes 111,739
shares which may be acquired within 60 days
of December 31, 1996 pursuant to employee
stock options. The reporting person is
deemed to beneficially own such shares solely
by operation of Rule 13d-3 under the
Securities Exchange Act of 1934, as amended.
(b) Percent of Class: 6.2%
(Based on the number of shares outstanding as
reported in the Issuer's Definitive Proxy
Statement dated January 10, 1997.)
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct
the vote: 499,200 (includes
17,241 shares in respect of which
the reporting person holds an
irrevocable proxy and excludes
48,139 shares held by other
stockholders subject to call
options).
(ii) shared power to vote or to direct
the vote: None.
(iii) sole power to dispose or to
direct the disposition of:
481,959 (excludes 48,139 shares
subject to call options).
(iv) shared power to dispose or to
direct the disposition of: None.
ITEM 5. Ownership of Five Percent or less of a Class:
Not applicable.
ITEM 6. Ownership of More than Five Percent on Behalf of Another
Person:
Not Applicable.
Page 4 of 6 Pages
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ITEM 7. Identification and Classification of the Subsidiary which
Acquired the Security Being Reported on By the Parent Holding
Company:
Not Applicable.
ITEM 8. Identification and Classification of Members of the Group:
Not Applicable.
ITEM 9. Notice of Dissolution of Group:
Not Applicable.
ITEM 10. Certification:
Not Applicable.
Page 5 of 6 Pages
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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.
Date: February 12, 1997
/s/ Mortimer A. Kline, III
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Mortimer A. Kline, III
Page 6 of 6 Pages
