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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
The Associated Group, Inc.
(Name of Issuer)
Class A Common Stock, par value $.10 per share
Class B Common Stock, par value $.10 per share
(Title of Class of Securities)
045651 10 6 (Class A)
045651 20 5 (Class B)
(CUSIP Number)
Scott W. Stevens
The Louis Berkman Company
330 North Seventh Street
P. O. Box 576
Steubenville, Ohio 43952
(614) 283-3722
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
See Item 3
(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 [ ].
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SCHEDULE 13D
CUSIP Nos. 045651 10 6 (Class A)
045651 20 5 (Class B)
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Louis Berkman Company
E.I.N. Number: 34-0095910
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO (See Item 3)
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
7. SOLE VOTING POWER (See Item 5)
750,000 (Class A)
700,000 (Class B)
8. SHARED VOTING POWER (See Item 5)
0
9. SOLE DISPOSITIVE POWER (See Item 5)
750,000 (Class A)
700,000 (Class B)
10. SHARED DISPOSITIVE POWER (See Item 5)
0
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CUSIP Nos. 045651 10 6 (Class A)
045651 20 5 (Class B)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5)
750,000 (Class A)
700,000 (Class B)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
8.0% (Class A)
7.5% (Class B)
14. TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
CUSIP Nos. 045651 10 6 (Class A)
045651 20 5 (Class B)
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Louis Berkman
S.S. Number: ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO (See Item 3)
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7. SOLE VOTING POWER (See Item 5)
0
8. SHARED VOTING POWER (See Item 5)
750,000 (Class A)
750,000 (Class B)
9. SOLE DISPOSITIVE POWER (See Item 5)
0
10. SHARED DISPOSITIVE POWER (See Item 5)
750,000 (Class A)
750,000 (Class B)
CUSIP Nos. 045651 10 6 (Class A)
045651 20 5 (Class B)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5)
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750,000 (Class A)
750,000 (Class B)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
8.0% (Class A)
8.0% (Class B)
14. TYPE OF REPORTING PERSON
IN
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Item 1. Security and Issuer.
The title of the classes of equity securities to which this
Statement relates are the Class A Common Stock, par value $.10
per share (the "Class A Stock"), and the Class B Common Stock,
par value $.10 per share (the "Class B Stock" and together with
the Class A Stock, the "Common Stock") of The Associated Group,
Inc., a Delaware corporation (the "Issuer"), 200 Gateway Towers,
Pittsburgh, Pennsylvania 15222. Each holder of Class A Stock is
entitled to one vote for each share thereof held by such holder
and each holder of Class B Stock is entitled to 1/25 of a vote
for each share thereof held by such holder.
Item 2. Identity and Background
(a) - (f) This statement is being filed by Louis Berkman,
433 Braebarton Boulevard, Steubenville, Ohio 43952 and The Louis
Berkman Company (an Ohio corporation controlled by Louis Berkman)
P. O. Box 820, Steubenville, Ohio 43952. Mr. Berkman and The
Louis Berkman Company are hereinafter collectively referred to as
the "Reporting Persons". The principal business of The Louis
Berkman Company is the manufacture and sale of steel products,
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fabricated metal products, building and industrial supplies. The
principal business address of Louis Berkman is:
Mr. Louis Berkman, President
The Louis Berkman Company
P.O. Box 820
Steubenville, OH 43952
The names, addresses, principal occupations of the directors
and executive officers of The Louis Berkman Company are set forth
in Appendix A attached hereto. Such information is incorporated
herein by reference. All directors and executive officers of The
Louis Berkman Company are citizens of the United States.
During the last five years, neither of the Reporting Persons
nor any of the directors and executive officers of The Louis
Berkman Company have (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii)
been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of
which he or she is subject to a judgement, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violations with respect to such laws.
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Item 3. Source and Amount of Funds or Other Consideration.
On December 15, 1994 (the "Distribution Date"), The Louis
Berkman Company acquired beneficial ownership of 800,000 shares
of each class of the Issuer's Common Stock through a pro rata
dividend distribution (the "Distribution") to holders of common
stock of Associated Communications Corporation, a Delaware
corporation ("ACC"), as of the close of business on December 15,
1994, the record date for the Distribution (the "Record Date").
Pursuant to the Distribution, each holder of shares of ACC common
stock received 1/4 share of each class of Issuer's Common Stock
for each share of ACC common stock held by such holder on the
Record Date.
Item 4. Purpose of the Transaction.
The Reporting Persons originally acquired their ACC Common
Stock for the purpose of investment. In May, 1997, The Louis
Berkman Company donated 50,000 shares of Class B Common Stock to
The Louis and Sandra Berkman Foundation, a private foundation of
which Mr. Berkman is a trustee.
With respect to the Issuer and except as set forth in this
Statement, The Louis Berkman Company currently has no plans or <PAGE>
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proposals which would relate to or which would result in any of
the matters described in subparagraphs (a) - (j) of Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The Issuer had a total of 9,382,962 shares of Class A
Stock and 9,398,410 shares of Class B Stock outstanding on May
12, 1997, as disclosed by the Issuer in its quarterly report on
Form 10-Q for the period ended March 31, 1997.
Based on the foregoing, as of the date of this Report, the
Reporting Persons beneficially own an aggregate of 750,000 shares
of Class A Stock (which constitutes an aggregate of 8% of the
Company's outstanding Class A Stock) and 700,000 shares of Class
B Stock, which constitutes an aggregate of 7.5% of the
outstanding Class B Stock). Mr. Berkman disclaims beneficial
ownership of the 50,000 shares of Class B Stock donated to and
now held by The Louis and Sandra Berkman Foundation of which Mr.
Berkman is a trustee. Other than Mr. Berkman, none of the
executive officers or directors of The Louis Berkman Company
beneficially own any shares of Common Stock. The Louis Berkman
Company has sole power to vote or to direct the vote, and to
dispose or to direct the disposition, of all of the shares of
Common Stock which it owns directly. Because of his control of
The Louis Berkman Company, Mr. Berkman may be deemed to share
voting and dispositive powers over the shares of Common Stock
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held by The Louis Berkman Company. Mr. Berkman shares voting and
dispositive powers over the 50,000 shares of Class B Stock held
by The Louis and Sandra Berkman Foundation.
(c) Except as described in Item 4, neither the Reporting
Persons or the persons listed in Appendix A have engaged in any
transaction in the shares of Common Stock during the sixty- day
period immediately preceding the date hereof.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Not applicable.
Item 7. Material to be filed as Exhibits.
Not applicable.
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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.
Dated: June 30, 1997
THE LOUIS BERKMAN COMPANY
By s/Louis Berkman
Louis Berkman
President and Chief
Executive Officer
By s/Louis Berkman
Louis Berkman
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APPENDIX A
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Name and Business Address Residence Address Office Present Principal Occupation
Louis Berkman 433 Braebarton Blvd. Chairman, Director Chairman of the Board of
P. O. Box 820 Steubenville, OH 43952 Directors of Ampco-Pittsburgh
Steubenville, OH 43952 Corporation, 600 Grant Street,
Suite 4600, Pittsburgh, PA 15219
(manufacturing of engineered
products) & President of The
Louis Berkman Company
Robert A. Paul 1236 Squirrel Hill Avenue Director & Executive Director & President of
600 Grant St., Suite 4600 Pittsburgh, PA 15217 Vice President of The Ampco-Pittsburgh Corporation
Pittsburgh, PA 15219 Louis Berkman Company
Linda L. Pirkle 112 Sky View Drive Director & Assistant Same as Office
P. O. Box 820 Wintersville, OH 43952 Secretary of the Louis
Steubenville, OH 43952 Berkman Company
John Koren R. D. #2 Secretary & Controller Same as Office
P. O. Box 820 Rayland, OH 43943 of The Louis Berkman
Steubenville, OH 43952 Company
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