-----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, F1WIBIVWe50yBRAyYtUAN/imIhLWtW52A3VKQtzvoNl9bUZRKZx85YS0xvDuPxbK 5C/jBUV2OSAO8rGhYVpNkw== 0001021408-02-013055.txt : 20021030 0001021408-02-013055.hdr.sgml : 20021030 20021030130338 ACCESSION NUMBER: 0001021408-02-013055 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021030 GROUP MEMBERS: CLAUDE BERDA FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GROUPE AB SA CENTRAL INDEX KEY: 0001027077 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 144 AVE DU PRESIDENT WILSON STREET 2: 93213 LA PLAINE ST DENIS CITY: FRANCE STATE: I0 MAIL ADDRESS: STREET 1: 132 AVENUE DU PRESIDENT WILSON STREET 2: LA PLAINE SAINT DENNIS CITY: FRANCE 93213 STATE: I0 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL MEDIA GROUP LTD CENTRAL INDEX KEY: 0000790025 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 870453100 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61799 FILM NUMBER: 02802643 BUSINESS ADDRESS: STREET 1: 2 RUE DU NOUVEAU BERCY CITY: CHARENTON FRANCE 942 BUSINESS PHONE: 8012615540 MAIL ADDRESS: STREET 1: 2 RUE DU NOUVEAU BERCY CITY: CHARENTON FRANCE 942 FORMER COMPANY: FORMER CONFORMED NAME: YELLOW LINE CAPITAL INC DATE OF NAME CHANGE: 19910305 FORMER COMPANY: FORMER CONFORMED NAME: CARDINAL CAPITAL CORP DATE OF NAME CHANGE: 19920703 SC 13D/A 1 dsc13da.txt AMENDMENT NO 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d - 1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13-d-2(a) (Amendment No. 1) CAPITAL MEDIA GROUP LIMITED (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 14030810 (CUSIP Number) Groupe AB SA 132, avenue du President Wilson 93213 La Plaine Saint Denis, France 011-33-1-49-22-20-01 Claude Berda 3 Chemin du Port Noir Geneva, 1207, Switzerland 011-33-1-49-22-20-01 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 28, 2002 (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ". Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 5 Pages) _________________ /1/ 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 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. 140 30810 13D Page 1 of 5 Pages --- --- - ----------------------------- --------------------------- - -------------------------------------------------------------------------------- NAME OF REPORTING PERSONS 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Groupe AB SA (Foreign person - no number available) - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) (b) - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- SOURCE OF FUNDS* 4 SC - -------------------------------------------------------------------------------- CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 5 ITEMS 2(d) or 2(e) - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 France - -------------------------------------------------------------------------------- SOLE VOTING POWER 7 Number of 22,599,124 shares Shares ------------------------------------------------- Beneficially SHARED VOTING POWER Owned by 8 Each N/A Reporting ------------------------------------------------- Person SOLE DISPOSITIVE POWER With 9 22,599,124 shares ------------------------------------------------- SHARED DISPOSITIVE POWER 10 N/A - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 22,599,124 shares - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN 12 SHARES* - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 59.10% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC - -------------------------------------------------------------------------------- - ------------------------- -------------------------- CUSIP No. 140 30810 13D Page 2 of 5 Pages --- --- - ------------------------- -------------------------- - -------------------------------------------------------------------------------- NAME OF REPORTING PERSONS 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Claude Berda (Foreign person - no number available) - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) (b) - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- SOURCE OF FUNDS* 4 AF - -------------------------------------------------------------------------------- CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 5 ITEMS 2(d) or 2(e) - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 France - -------------------------------------------------------------------------------- SOLE VOTING POWER 7 Number of 22,739,124 Shares Shares ------------------------------------------------- Beneficially SHARED VOTING POWER Owned by 8 Each 38,570 Shares (see item 5) Reporting ------------------------------------------------- Person SOLE DISPOSITIVE POWER With 9 22,739,124 Shares ------------------------------------------------- SHARED DISPOSITIVE POWER 10 38,570 Shares (see item 5) - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 22,777,694 Shares - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN 12 SHARES* - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 59.57% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- - ------------------------ ---------------------------- CUSIP No. 140 30810 13D Page 3 of 5 Pages --- --- - ------------------------ ---------------------------- Item 1. Security and Issuer This statement relates to the common stock (each, a "Share") of Capital Media Group Limited, a Nevada corporation with its principal executive offices at Mediapark 6B 50670, Cologne, Germany (the "Company"). Item 2. Identity and Background (a) This statement is being filed by Mr. Claude Berda and Groupe AB SA, a French corporation; (b) Mr. Berda resides at 3 Chemin du Port Noir, Geneva, 1207, Switzerland. Groupe AB SA ("Groupe AB") is a French corporation with its principal executive offices at 132 avenue du President Wilson, 93213 La Plaine Saint Denis, France; (c) Mr. Berda is the Chairman of the Board and Chief Executive Officer of Groupe AB; (d) during the past five years, neither Groupe AB, nor Mr. Berda has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors); (e) during the past five years, neither Groupe AB, nor Mr. Berda has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which they were or are 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 of such laws; and (f) Mr. Berda is a citizen of France. Item 3. Source and Amount of Funds or Other Consideration Groupe AB SA had previously advanced various loans to the Company. The exercise price for the warrants was deemed repayment of certain of these loans. Item 4. Purpose of the Transaction This transaction was the result of the resolution of outstanding issues between Groupe AB SA and the Company. Groupe AB SA had previously disputed their obligation to exercise 2.6 warrants into Shares at an exercise price of $1.00 per share. Prior to the resolution of this dispute, the $2.6 million aggregate exercise price was previously included as a loan from Groupe AB SA in the accounts of the Company. In September 2002, to resolve this dispute and other issues between Groupe AB SA and the Company, Groupe AB SA agreed the 2.6 million warrants would be deemed exercised and the $2.6 million loan would be deemed repaid. The 2.6 million Shares were issued to Groupe AB SA on October 18, 2002. Item 5. Interest in Securities of the Issuer As a result of the exercise of the warrants, Groupe AB currently has beneficial ownership of 22,599,124 Shares, corresponding to 59.10% of the Shares issued and outstanding on an adjusted basis, in the form of (a) 20,398,452 Shares and (b) warrants to purchase 2,200,672 Shares. Groupe AB has sole voting power with respect to such Shares. As a result of the exercise of the warrants, Mr. Berda currently has beneficial ownership of 22,777,694 Shares, corresponding to 59.57% of the Shares issued and outstanding on an adjusted basis, in the form of (a) 20,577,022 Shares and (b) warrants to purchase 2,200,672 Shares. The number of Shares that Mr. Berda beneficially owns includes the 22,599,124 Shares beneficially owned by Groupe AB as well as 178,570 Shares owned of record by BIMAP and Media Ventures. Mr. Berda has sole voting power with respect to 20,398,452 Shares owned of record by Groupe AB, in which Mr. Berda is the majority shareholder and with respect to 140,000 Shares owned of record by BIMAP, in which JLC Holding, a company wholly owned by Mr. Berda is the sole shareholder. Mr. Berda has shared voting power with respect - ------------------------ ---------------------------- CUSIP No. 140 30810 13D Page 4 of 5 Pages --- --- - ------------------------ ---------------------------- to 38,570 Shares owned of record by MMI, which is a company owned 70.0% by Media Ventures, in which BIMAP is a minority shareholder. Other than as described herein, neither Mr. Berda nor Groupe AB has effected any transactions in the Shares during the past 60 days. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer There are no contracts, arrangements or understandings among Mr. Berda, Groupe AB and the Company, or between such persons and any other person, with respect to any of the Shares of the Company beneficially owned by any of them, or with respect to the control of the Company. Item 7. Material to be filed as Exhibits Exhibit 1: Joint Filing Agreement dated October 28, 2002, between Groupe AB SA and Claude Berda relating to the filing of this joint Schedule 13D. 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. October 28, 2002 By: /s/ Claude Berda ------------------------------------ Name: Claude Berda for himself and on behalf of Groupe AB SA The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement; provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name of any title of each person who signs the statement shall be typed or printed beneath his signature. Attention: Intentional misstatements or omissions of fact constitute federal criminal violations (See 18 U.S.C. 1001). - ------------------------ ---------------------------- CUSIP No. 140 30810 13D Page 5 of 5 Pages --- --- - ------------------------ ---------------------------- EXHIBIT 1 Agreement of Joint Filing Groupe AB SA and Claude Berda hereby agree that the Statement on Schedule 13D to which this Agreement is attached as an exhibit, as well as all future amendments to such Statement, shall be filed jointly on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended. October 28, 2002 By: /s/ Claude Berda --------------------------------------- Name: Claude Berda Groupe AB SA By: /s/ Claude Berda --------------------------------------- Name: Claude Berda Title: CEO and Chairman -----END PRIVACY-ENHANCED MESSAGE-----