-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UUYu0mXi7ZbnDNDVQpWITG0LDzu9wQd2MbxeNAHDeJ4CoXSeQLXyQEb6OkpEZacL /7K7nN+KmOc0pPWx2TOr6A== 0000950117-96-001269.txt : 19961023 0000950117-96-001269.hdr.sgml : 19961022 ACCESSION NUMBER: 0000950117-96-001269 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961021 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALL-COMM MEDIA CORP CENTRAL INDEX KEY: 0000014280 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 880085608 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-05829 FILM NUMBER: 96645703 BUSINESS ADDRESS: STREET 1: 400 CORPORATE POINTE STREET 2: SUITE 780 CITY: CULVER CITY STATE: CA ZIP: 90230 BUSINESS PHONE: 310-342-28 MAIL ADDRESS: STREET 1: 400 CORPORATE POINTE SUITE 780 CITY: CULVER CITY STATE: CA ZIP: 90280 FORMER COMPANY: FORMER CONFORMED NAME: SPORTS TECH INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: BRISTOL HOLDINGS INC DATE OF NAME CHANGE: 19920518 FORMER COMPANY: FORMER CONFORMED NAME: BRISTOL GAMING CORP DATE OF NAME CHANGE: 19890518 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BARBERA JEREMY CENTRAL INDEX KEY: 0001025621 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 333 SEVENTH AVE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 2125947688 MAIL ADDRESS: STREET 2: 333 SEVENTH AVE 20TH FL CITY: NEW YORK STATE: NY ZIP: 10001 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* All-Comm Media Corporation ___________________________ (Name of Issuer) Common Stock, Par Value $.01 Per Share ______________________________________ (Title of Class of Securities) 016627101 ______________________________________ (CUSIP Number) Steven I. Weinberger, Esq. Saviano, Tobias & Weinberger, P.C. Three New York Plaza, 12th Floor New York, New York 10004 (212) 509-2080 ___________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 9, 1996 ____________________________________ (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 13(d)-1(b)(3) or (4), check the following box /__/. *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 "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). Check the following box if a fee is being paid with this 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.) 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. CUSIP No. 016627101 _________________________________________________________________ (1) Names of Reporting Persons. S.S. Identification Nos. Of Above Persons Jeremy Barbera _________________________________________________________________ (2) Check the Appropriate Box if a Member (a) of a Group (See Instructions) (b) _________________________________________________________________ (3) SEC Use Only _________________________________________________________________ (4) Source of Funds (See Instructions) OO _________________________________________________________________ (5) Check if Disclosure of Legal Proceedings is required Pursuant to Items 2(d) or 2(e) _________________________________________________________________ (6) Citizenship or Place of Organization USA _________________________________________________________________ Number of Shares (7) Sole Voting Beneficially Owned Power 1,199,924 by Each Reporting (8) Shared Voting Person With Power 0 (9) Sole Disposi- tive Power 1,199,924 (10) Shared Disposi- tive Power 0 _________________________________________________________________ (11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,199,924 _________________________________________________________________ (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) _________________________________________________________________ (13) Percent of Class Represented by Amount in Row (11) 23.0% _________________________________________________________________ (14) Type of Reporting Person IN _________________________________________________________________ Item 1. Security and Issuer This statement relates to the common stock, par value $.01 per share, of All-Comm Media Corporation ("All Comm"), whose principal executive offices are located at 400 Corporate Pointe, Culver City, CA 90230. Item 2. Identity and Background a. This statement is filed by Jeremy Barbera. b. Mr. Barbera's business address is c/o Metro Services Group, Inc., 333 Seventh Avenue, New York, New York 10001. c. Mr. Barbera serves as President of Metro Services Group, Inc. ("MSGI"), and performs such services at MSGI's offices at 333 Seventh Avenue, New York, New York. d. During the preceding five years, Mr. Barbera has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). e. During the preceding five years, Mr. Barbera has not been a party to a civil proceeding or a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws; and f. Mr. Barbera is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration The consideration for Mr. Barbera's acquisition of beneficial ownership of 1,199,924 shares of All Comm common stock (the "All Comm Shares") consists of 100% of Mr. Barbera's shares of common stock of MSGI. Mr. Barbera acquired the All Comm Shares pursuant to the Agreement and Plan of Merger dated as of October 1, 1996 (the "Merger Agreement"), by and between All Comm, Metro Merger Corp. ("MMC"), MSGI, J. Jeremy Barbera, Robert Budlow and Janet Sautkulis. The Merger Agreement contemplates, among other things, that MMC merge with and into MSGI (the "Merger") and that the shareholders of MSGI exchange their shares of MSGI common stock for shares of All Comm common stock and All Comm promissory notes convertible into shares of All Comm common stock. The transactions contemplated by the Merger Agreement were consummated on October 9, 1996. Item 4. Purpose of Transaction The purposes of the Merger are to permit All Comm to acquire ownership of MSGI and to permit the former shareholders of MSGI to acquire shares of All Comm, a publicly-held company, and participate in the business and future prospects of All Comm, including those of its consolidated subsidiaries. Mr. Barbera has acquired the All Comm Shares for investment purposes. In connection with the Merger, All Comm has agreed to nominate Mr. Barbera to All Comm's board of directors for a period of three years. In addition, Mr. Barbera and Robert Budlow (an officer and principal shareholder of MSGI prior to the Merger) will serve as executive officers of All Comm and MSGI for a period of at least three years, and, subject to certain contingencies, control the board of directors of MSGI for a period of up to seven years. Item 5. Interest In Securities of the Issuer a. Jeremy Barbera beneficially owns 1,199,924 shares, or 23.00%, of All Comm's outstanding common stock (based upon 5,105,407 shares of All Comm common stock outstanding on October 10, 1996, plus 111,524 shares issuable to Mr. Barbera in the event of conversion into common stock of the All Comm promissory note issued to him in connection with the Merger). b. Mr. Barbera has the sole right to vote, direct the vote, dispose of and/or direct the disposition of, all of the shares identified in paragraph (a) of this Item 5. c. Mr. Barbera has effected no transactions in All Comm's securities during the preceding 60 days. d. No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the All Comm shares which are the subject of this statement. e. Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The agreements between Jeremy Barbera and any other person with respect to any securities of All Comm are the Merger Agreement and the documents executed in connection therewith, (see Items 3 and 4, above), pursuant to which Mr. Barbera may participate, along with other employees of MSGI, in All Comm's incentive stock option plan, to the extent, if any, determined by the All Comm stock option committee. In addition, Mr. Barbera has been granted certain demand and piggyback registration rights with respect to his shares of All-Comm common stock. Item 7. Material to be Filed as Exhibits a. Agreement and Plan of Merger dated as of October 1, 1996 by and between All-Comm Media Corp., Metro Merger Corp. Metro Services Group, Inc., J. Jeremy Barbera, Robert Budlow and Janet Sautkulis. (FN 1) After reasonable inquiry and to the best of my own knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: October 18, 1996 Signature: Jeremy Barbera Name: Jeremy Barbera _____________________________ FN 1: Incorporated by reference to Exhibit 2.1 to the Form 8-KSB of All-Comm Media Corporation dated October 11, 1996 (File No. 33-59849). -----END PRIVACY-ENHANCED MESSAGE-----