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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
HOMECOM COMMUNICATIONS, INC.
(Name of Issuer)
Common Stock, par value $.0001 per share
(Title of Class of Securities)
43738N 10 8
(CUSIP Number)
Michael G. Jesselson
Suite 4101
1301 Avenue of the Americas
New York, NY 10019
212-459-9517
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 7, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement of 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 [ ].
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.
(Continued on following pages)
(Page 1 of 9 Pages)
*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 disclosures provided in a prior cover 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).
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Schedule 13D
CUSIP No. 43738N 10 8 13D Page 2 of 9 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael G. Jesselson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7. SOLE VOTING POWER
NUMBER OF 200,000
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 90,000
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 200,000
10. SHARED DISPOSITIVE POWER
90,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Schedule 13D
CUSIP No. 43738N 10 8 13D Page 3 of 9 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Erica Jesselson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7. SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 90,000
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH -0-
10. SHARED DISPOSITIVE POWER
90,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
90,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 4 of 9 Pages
Item 1. Security and Issuer.
This statement relates to shares of Common Stock, par value $.0001 per
share (the "Common Stock"), of Homecom Communications, Inc. (the "Company").
The address of the principal executive office of the Company is 3535 Piedmont
Road, Suite 100, Building 14, Atlanta, GA 30305.
Item 2. Identity and Background.
(a) This statement is filed on behalf of Michael G. Jesselson ("M.
Jesselson") and Erica Jesselson ("E. Jesselson")(together, the "Reporting
Persons").
(b) M. Jesselson's business address is Suite 4101, 1301 Avenue of
the Americas, New York, NY 10019. E. Jesselson resides at 4485 Fieldston Road,
Riverdale, New York 10471.
(c) M. Jesselson's present principal occupation is an investor. Mr.
Jesselson is employed by Jesselson Capital Corp., Suite 4101, 1301 Avenue of
the Americas, New York, NY 10019. E. Jesselson is a housewife and investor.
(d) Tthe Reporting Persons have not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) during the
last five years.
(e) During the last five years, the Reporting Persons have not been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction relating to the violation of any federal or state securities law.
(f) The Reporting Persons are both citizens of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration.
M. Jesselson acquired 200,000 shares of the Common Stock of the
Company for an aggregate purchase price of $1,212,500. E. Jesselson acquired
90,000 shares of Common Stock for an aggregate purchase price of $450,000. All
these shares were purchased using personal funds.
Item 4. Purpose of Transaction.
The Reporting Persons made the acquisitions reported herein for the
purposes of investment. The Reporting Persons may acquire additional securities
or dispose of securities of the Company at any time and from time to time in the
open market or otherwise. The Reporting Persons disclaim that as a result of
any transactions entered into they are or constitute a "group" with such
persons within the meaning of Section 13(d)(3) of the Act, and Rule 13d-5
promulgated thereunder.
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Page 5 of 9 Pages
The Reporting Persons have no plans with respect to their
shares which are referred to in Items 4(a)-4(j)of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) M. Jesselson beneficially owns 200,000 shares of Common Stock.
This constitutes approximately 6.8% of the 2,956,396 shares outstanding in the
most recently available filing by the Company with the Commission. E. Jesselson
beneficially owns 90,000 shares of the Companys Common Stock. This constitutes
approximately 3.0% of the total outstanding. The Reporting Persons together
beneficially own 290,000 shares, constituting approximately 9.8% of the total
outstanding.
(b) M. Jesselson has the sole power to vote and dispose of all
200,000 shares of Common Stock beneficially owned by him. E. Jesselson and M.
Jesselson have shared power to vote and dispose of all 90,000 shares of Common
Stock beneficially owned by E. Jesselson. M. Jesselson's shared power to vote
and dispose of E. Jesselson's shares arises pursuant to a power of attorney
granted by E. Jesselson to M. Jesselson. See Exhibit 1 incorporated herein by
reference.
(c) The following purchase transactions were effected by M.
Jesselson during the past sixty days:
Date Transaction Type Amount Price per Share
- ---- ---------------- ------ ---------------
5/7/97 Open market purchase 150,000 $6.00
7/2/97 Open market purchase 50,000 $6.25
(d) Not Applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
E. Jesselson has granted a power of attorney to M. Jesselson
with respect to her shares of Common Stock.
Item 7. Material to be Filed as Exhibits.
1. Power of Attorney from E. Jesselson to M. Jesselson
dated February 24, 1994.
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Page 6 of 9 Pages
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.
July 15, 1997
/s/
--------------------------------
Michael G. Jesselson
/s/
--------------------------------
Erica Jesselson
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Page 7 of 9 Pages
EXHIBIT 1
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Page 8 of 9 Pages
NOTICE: The powers granted by this document are broad and sweeping.
They are defined in New York Genenal Obligations Law, Article 5, Title 15,
sections 5-1502A through 5-1503. which expressly permits the use of any other or
different form of power of attorney by the parties concerned.
Know Everyone by These Presents, which are intended to constitute
a GENERAL POWER OF ATTORNEY pursuant to Article 5, Title 15 of the
New York General Obligations Law:
That I, ERICA JESSELSON, of 4485 Fieldston Road, Riverdale, NY,
do hereby appoint MICHAEL G. JESSELSON, of 1301 Avenue of the Americas, New
York, NY,
my attorney-in-fact TO ACT
If more than one agent is designated and the Principal wishes each
agent alone to be able to exercise the power conferred, insert in this
blank the word "severally". Failure to make any insertion or the
insertion of the word jointly will require the agents to act jointly.
In my name, place and stead in any way which I myself could do, if
I were personally present, with respect to the following matters as each
of them is dfined in Title 15 of Article 5 of the New York General
Obligations Law to the extent that I am permitted by law to act through
an agent:
[Strike out and initial in the opposite box any one or more of the
subdivisions as to which the principal does NOT desire to give the
agent authority. Such elimination of any one or more of subdivisions
(A) to (L), inclusive, shall automatically constitute an elimination
also of subdivision (M)]
To strike out any subdivision the principal must draw a line through
the text of that subdivision AND write his initials in the box opposite.
<TABLE>
<S> <C>
(A) real estate transactions;.........[...] (H) claims and litigation; ............[...]
(B) chattel and goods transactions....[...] (I) personal relationships and affairs;[...]
(C) bond, share and commodity transactions[...] (J) benefits from military service.....[...]
(D) banking transactions;.............[...] (K) records, reports and statements....[...]
(E) business operating transactions...[...] (L) full and unqualified authority to my
attorney(s)-in-fact to delegate any or all
of the foregoing powers to any person or
persons whom my attorney(s)-in-fact shall
select.................[...]
(F) insurance transactions;...........[...]
(G) estate transactions...............[...];
<CAPTION>
(M) all other matters...........[...]
</TABLE>
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Page 9 of 9 Pages
This power of attorney shall not be affected by the subsequent
disability or incompetence of the principol.
To induce any third party to act hereunder, I hereby agree that any
third party receiving a duly executed copy or facsimile of this instrument may
act hereunder, and that revocation or termination hereof shall be ineffective as
to such third party unless and until actual notice or knowledge of such
revocation or termination shall have been received by such third party, and I
for myself and for my heirs, executors, legal representatives and assigns,
hereby agree to indemnify and hold harmless any such third party from and
against any and all claims that may arise against such third party by reason of
such third party having relied on the provisions of this instrument.
IN WITNESS WHEREOF, I have hereunto signed my name and affixed my seal
this 24th day of February, 1994.
_____/s/______________________(Seal)
ERICA JESSELSON
STATE OF NEW YORK COUNTY OF NEW YORK Ss.:
On the 24th day of February 1994 before me personally came
- - ---- - -------------- ERICA JESSELSON---------------------
to me known, and known to me to be the individual described in, and who
executed the foregoing instrument, and she acknowledged to me that she
executed the same.
___/s/________________(Seal)
Notary Public
