-----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, JeLywc1INBRqwSWAcVf6vVeWQ4Tfj9K+gWNSbqCEtvyJH0F/Jrz0gsiSpCYra2/5 jXfhZuJD7czJDHJJRJmRBw== 0000946790-97-000010.txt : 19971031 0000946790-97-000010.hdr.sgml : 19971031 ACCESSION NUMBER: 0000946790-97-000010 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971030 SROS: NASD GROUP MEMBERS: HUBERFELD LAURA GROUP MEMBERS: LAURA HUBERFELD/NAOMI BODNER PARTNERSHIP GROUP MEMBERS: NAOMI BODNER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MARKETING SERVICES GROUP INC 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/A SEC ACT: SEC FILE NUMBER: 005-05829 FILM NUMBER: 97704037 BUSINESS ADDRESS: STREET 1: 400 CORPORATE POINTE STREET 2: STE 780 CITY: CULVER CITY STATE: CA ZIP: 90230 BUSINESS PHONE: 3103422800 MAIL ADDRESS: STREET 1: 400 CORPORATE POINTE SUITE 780 CITY: CULVER CITY STATE: CA ZIP: 90280 FORMER COMPANY: FORMER CONFORMED NAME: ALL-COMM MEDIA CORP DATE OF NAME CHANGE: 19950823 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HUBERFELD LAURA CENTRAL INDEX KEY: 0000949608 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 5163711557 MAIL ADDRESS: STREET 1: 250 LONGWOOD CROSSING CITY: LAWRENCE STATE: NY ZIP: 11559 SC 13D/A 1 SCHEDULE 13D AMENDMENT 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* MARKETING SERVICES GROUP, INC. (Name of Issuer) Common Stock, par value $.01 (Title of Class of Securities) 570907105 (CUSIP Number) Laura Huberfeld 152 West 57th Street, New York, New York 10019 212-581-0500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 15, 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- I(b)(3) or (4), check the following box [ ] Check the following box if a fee is being paid with the 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. (Continued on following pages) (Page 1 of 7 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). Schedule 13D CUSIP NO. 570907105 13D Page 2 of 7 Pages --------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Laura Huberfeld 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS* 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION New York 7. SOLE VOTING POWER 1,000,000 8. SHARED VOTING POWER 214,591 9. SOLE DISPOSITIVE POWER 1,000,000 10. SHARED DISPOSITIVE POWER 214,591 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,214,591 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.6% 14. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT Schedule 13D CUSIP NO. 570907105 13D Page 3 of 7 Pages --------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Naomi Bodner 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS* 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION New York 7. SOLE VOTING POWER 1,132,604 8. SHARED VOTING POWER 214,591 9. SOLE DISPOSITIVE POWER 1,132,604 10. SHARED DISPOSITIVE POWER 214,591 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,347,195 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.6% 14. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT Schedule 13D CUSIP NO. 570907105 13D Page 4 of 7 Pages --------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Laura Huberfeld/Naomi Bodner Partnership 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS* 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION New York 7. SOLE VOTING POWER 214,591 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 214,591 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 214,591 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7% 14. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT Page 5 of 7 Pages Item 1. Security and Issuer This statement relates to Common Stock, par value $.01 (the "Common Stock"), of Marketing Services Group, Inc. (the "Company"). The address of the principal executive office of the Company is 333 Seventh Avenue, New York. This is amendment No. 2 to a Schedule 13D that was filed on June 19, 1996 (as previously amended, the "Schedule 13D"). Terms not defined herein shall have the meaning ascribed to them in the Schedule 13D. Unless amended hereby, information contained in the Schedule 13D is confirmed in all respects. Item 5. Interest in Securities of the Issuer. (a) The following table shows the beneficial ownership of each of the Reporting Persons in the Company's Common Stock, the basis of such ownership and the percentage of the total number of issued and outstanding shares of Common Stock as of October 29, 1997. Based on information obtained from the Company, the table assumes that there were 12,710,000 shares issued and outstanding as of that date. ================================================================================ Number of Shares Percentage of Name Beneficially Owned Outstanding Shares - -------------------------------------------------------------------------------- Laura Huberfeld/Naomi 214,591 1.7% Bodner Partnership - -------------------------------------------------------------------------------- Laura Huberfeld 1,214,591* 9.6% - -------------------------------------------------------------------------------- Naomi Bodner 1,347,195* 10.6% ================================================================================ - ----------------- * Includes 214,591 owned by the Partnership. Page 6 of 7 Pages (c) The following table sets forth the sales made by the Reporting Persons. ================================================================================ Name Date Number Price @ Share ================================================================================ Laura Huberfeld 10/15/97 862,302 $5.00 - -------------------------------------------------------------------------------- Naomi Bodner 10/15/97 173,698 $5.00 - -------------------------------------------------------------------------------- Naomi Bodner 10/15/97 130,000 $5.25 - -------------------------------------------------------------------------------- Naomi Bodner 10/15/97 300,000 $5.02625 - -------------------------------------------------------------------------------- Naomi Bodner 10/21/97 70,000 $4.875 - -------------------------------------------------------------------------------- Naomi Bodner 10/28/97 10,000 $4.5625 - -------------------------------------------------------------------------------- Naomi Bodner 10/28/97 10,000 $4.625 ================================================================================ Page 7 of 7 Pages SIGNATURES After reasonable inquiry and to the best of the undersigneds' knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: October 29, 1997 LAURA HUBERFELD/NAOMI BODNER PARTNERSHIP By: /s/ Laura Huberfeld, General Partner /s/ Laura Huberfeld /s/ Naomi Bodner -----END PRIVACY-ENHANCED MESSAGE-----