UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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OMNI MultiMedia Group, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
68211 K 115
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing 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 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).
CUSIP No. 68211 K 115 13G Page 2 of 6 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Paul F. Johnson
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(2) Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
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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: 497,400 shares (which includes
137,890 shares of Common Stock underlying stock
options which are exercisable within 60 days of the
Number of Shares date hereof).
Beneficially -----------------------------------------------------
(6) Shared Voting Power
Owned by -0-
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Each Reporting (7) Sole Dispositive Power: 497,400 shares (which
includes 137,890 shares of Common Stock underlying
Person With stock options which are exercisable within 60 days of
the date hereof).
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(8) Shared Dispositive Power
-0-
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person 497,400 shares
(which includes 137,890 shares of Common Stock underlying stock options
which are exercisable within 60 days of the date hereof).
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(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* [ ]
This amount excludes an option to purchase 12,385 shares of Common Stock
held by Mr. Johnson's wife. Mr. Johnson disclaims any beneficial interest
in these shares.
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(11) Percent of Class Represented by Amount in Row (9)
6.4%
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(12) Type of Reporting Person (See Instructions)
IN
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Page 3 of 6 Pages
ITEM 1(A). NAME OF ISSUER:
OMNI MultiMedia Group, Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
50 Howe Avenue, Millbury, Massachusetts 01527
ITEM 2(A). NAME OF PERSON FILING:
Paul J. Johnson
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
50 Howe Avenue, Millbury, Massachusetts 01527
ITEM 2(C). CITIZENSHIP:
United States
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Common Stock, $.01 par value
ITEM 2(E). CUSIP NUMBER:
68211 K 115
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR
13d-2(b), CHECK WHETHER THE PERSON FILING IS A:
(a). [ ] Broker or Dealer registered under section 15 of the
Act
(b). [ ] Bank as defined in section 3(a) (6) of the Act
(c). [ ] Insurance Company as defined in section 3(a) (19) of
the Act
(d). [ ] Investment Company registered under section 8 of the
Investment Company Act
(e) [ ] Investment Adviser registered under section 203 of
the Investment Advisers Act of 1940
Page 4 of 6 Pages
(f) [ ] Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund
(g) [ ] Parent Holding Company, in accordance with
ss.240.13d-1 (b) (ii) (G)
(h) [ ] Group, in accordance with ss.240.13d-1 (b)(1)(ii)(H)
ITEM 4. OWNERSHIP.
(a) AMOUNT BENEFICIALLY OWNED:
497,400 shares of Common Stock, which includes
137,890 shares of Common Stock underlying stock
options that are exercisable within 60 days of the
date hereof. This amount excludes an option to
purchase 12,385 shares of Common Stock held by Mr.
Johnson's wife. Mr. Johnson disclaims any beneficial
interest in these shares.
(b) PERCENT OF CLASS:
6.4%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or to direct the vote:
497,400 shares of Common Stock which
includes 137,890 shares of Common Stock
underlying stock options that are
exercisable within 60 days of the date
hereof.
(ii) Shared power to vote or to direct the vote:
-0- shares
(iii) Sole power to dispose or to direct the
disposition of:
497,400 shares of Common Stock which
includes 137,890 shares of Common Stock
underlying stock options that are
exercisable within 60 days of the date
hereof.
(iv) Shared power to dispose or to direct the
disposition of:
-0- shares
Page 5 of 6 Pages
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following. [ ]
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.
ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purposes or effect.
Page 6 of 6 Pages
SIGNATURE
After reasonable inquiry and to the best of its or his knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
February 14,1997
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(Date)
/s/ Paul F. Johnson
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(Signature)
Paul F. Johnson, President
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(Name and Title)
