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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __________)*
ONLINE SYSTEM SERVICES, INC.
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(Name of Issuer)
COMMON STOCK, NO PAR VALUE
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(Title of Class of Securities)
682731104
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(CUSIP Number)
NOVEMBER 16, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13e-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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).
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.
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CUSIP NO. 682731104 SCHEDULE 13G PAGE 2 OF 8 PAGES
--------------------- ----- -----
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
LIVIAKIS FINANCIAL COMMUNICATIONS, INC. 68-311399
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(SEE INSTRUCTIONS) (b) [ X ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
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(5) SOLE VOTING POWER 318,850
NUMBER OF
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER --
OWNED BY
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER 318,850
PERSON WITH
--------------------------------------------------------
(8) SHARED DISPOSITIVE POWER --
--------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
318,850
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ X ]
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
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(12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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CUSIP NO. 682731104 SCHEDULE 13G PAGE 3 OF 8 PAGES
--------------------- ----- -----
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
ROBERT B. PRAG
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (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 31,150
NUMBER OF
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER 318,850
OWNED BY
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER 31,150
PERSON WITH
--------------------------------------------------------
(8) SHARED DISPOSITIVE POWER 318,850
--------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
350,000
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.9%
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(12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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PAGE 4 OF 8
ITEM 1(a). NAME OF ISSUER:
Online System Services, Inc., a Colorado corporation
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1800 Glenarm Place, 7th Floor
Denver, Colorado 80202-3859
ITEM 2(a). NAME(S) OF PERSON(S) FILING:
Liviakis Financial Communications, Inc. ("LFC")
Robert B. Prag ("RBP")
LFC and RBP are filing this Statement on Schedule 13G jointly pursuant
to Rule 13d-1(k)(1). Attached to this Statement as Exhibit A is the
Joint Filing Agreement of the members of the group pursuant to Rule
13d-1(k)(1)(iii).
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
2420 "K" Street, Suite 220, Sacramento, California 95816
ITEM 2(c). CITIZENSHIP:
LFC is a California corporation.
RBP is a citizen of the United States of America.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, no par value
ITEM 2(e). CUSIP NUMBER:
682731104
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b) OR 13d-2(b) OR (c),
CHECK WHETHER THE PERSON FILING IS A:
If this statement is filed pursuant to Rule 13d-1(c),
check this box [x]
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PAGE 5 OF 8
ITEM 4. OWNERSHIP.
(a) Amount beneficially owned:
LFC: 318,850 shares
RBP: 350,000 shares
RBP reports the 318,500 shares beneficially owned by LFC as
beneficially owned by RBP but disclaims beneficial ownership of
such shares, except to the extent such beneficial ownership
arises out of his service as an officer and director of LFC.
(b) Percent of class:
LFC: 7.3%
RBP: 7.9%
In each case, the percent of class is calculated based upon the
4,061,164 shares of Common Stock that the Issuer advised LFC was
outstanding on November 13, 1998, as adjusted for the shares
which LFC and RBP, respectively, report as beneficially owned
based upon their right to acquire such shares within sixty (60)
days of the date hereof.
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote:
LFC: 318,850 shares
RBP: 31,150 shares
(ii) Shared power to vote or direct the vote:
LFC: --
RBP: 318,850 shares*
*RBP, in his capacity as an officer and director of LFC,
shares the power to vote or direct the vote of the shares
owned by LFC.
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PAGE 6 OF 8
(iii) Sole power to dispose or to direct the disposition of:
LFC: 318,850 shares
RBP: 31,150 shares
(iv) Shared power to dispose or direct the disposition of:
LFC: --
RBP: 318,850 shares*
*RBP, in his capacity as an officer and director of LFC,
shares the power to dispose of or direct the disposition of
the shares owned by LFC.
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.
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.
<PAGE> 7
PAGE 7 OF 8
ITEM 10. CERTIFICATIONS.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
Dated: November 19, 1998 LIVIAKIS FINANCIAL COMMUNICATIONS, INC.
By: /s/ John M. Liviakis
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John M. Liviakis, President
/s/ Robert B. Prag
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Robert B. Prag
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PAGE 8 OF 8
EXHIBIT "A"
JOINT FILING AGREEMENT
Liviakis Financial Communications, Inc. and Robert B. Prag (collectively
the "Parties" and individually a "Party") hereby agree that they shall file a
single statement on Schedule 13G (as amended from time to time, the "Statement")
with respect to their beneficial ownership of shares of Common Stock (the
"Securities") of Online System Services, Inc., on behalf of and in satisfaction
of the obligations of all of the Parties and that they shall amend the Statement
from time to time as required by rules promulgated under the Securities Exchange
Act of 1934, as amended.
Each of the Parties represents and warrants that such Party is eligible to
use Schedule 13G with respect to information regarding the Securities and agrees
to assume responsibility for the timely filing of the Statement and any
amendments thereto. Each of the Parties hereby assumes responsibility for the
completeness and accuracy of the information concerning such Party contained in
the Statement. No Party shall be responsible for the completeness and accuracy
of the information contained in the Statement concerning the other Party, unless
such Party knows or has reason to believe that such information is incomplete or
inaccurate. The execution of the Statement, including any amendment thereto, by
one of the Parties shall constitute a representation by such Party that the
information concerning such Party contained therein is complete and accurate and
that such Party neither knows nor has any reason to believe that the information
concerning the other Party contained therein is either incomplete or inaccurate.
This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original but which together shall constitute one and the same
instrument.
In Witness Whereof, the Parties have executed this Joint Filing Agreement
this nineteenth day of November, 1998.
LIVIAKIS FINANCIAL COMMUNICATIONS, INC.
By: /s/ John M. Liviakis
------------------------------------
John M. Liviakis, President
/s/ Robert B. Prag
----------------------------------------
Robert B. Prag
