-----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, DGVziBC8DikCMB/pydYRoUT/lXupVYFEfkDzdtTgIO4Dd8OV5NdydGo//bMhLPKN UrU+4Xiiwts6JgvDKsIU4w== 0000889812-96-000595.txt : 19960603 0000889812-96-000595.hdr.sgml : 19960603 ACCESSION NUMBER: 0000889812-96-000595 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960531 SROS: NASD GROUP MEMBERS: A CAP, INC. GROUP MEMBERS: ASSOCIATED CAPITAL LP GROUP MEMBERS: JAY H. ZISES GROUP MEMBERS: SELIG A. ZISES SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN UNITED GLOBAL INC CENTRAL INDEX KEY: 0000859792 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-CONSTRUCTION & MINING (NO PETRO) MACHINERY & EQUIP [5082] IRS NUMBER: 954359228 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-41701 FILM NUMBER: 96575512 BUSINESS ADDRESS: STREET 1: 25 HIGHLAND BLVD CITY: DIX HILLS STATE: NY ZIP: 11746 BUSINESS PHONE: 5162542134 MAIL ADDRESS: STREET 1: 25 HIGHLAND BLVD CITY: DIX HILLS STATE: NY ZIP: 11746 FORMER COMPANY: FORMER CONFORMED NAME: ALROM CORP DATE OF NAME CHANGE: 19600201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ASSOCIATED CAPITAL LP CENTRAL INDEX KEY: 0000864939 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 477 MADISON AVE. 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128729662 MAIL ADDRESS: STREET 1: 477 MADISON AVE STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 SCHEDULE 13D OMB APPROVAL OMB Number: 3235-0145 Expires: October 31, 1997 Estimated average burden hours per response...14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. __________)* American United Global, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, Par Value $.01 - -------------------------------------------------------------------------------- (Title of Class of Securities) 030344105 - -------------------------------------------------------------------------------- (CUSIP Number) Associated Capital, L.P. Margery K. Neale, Esq. A Cap, Inc. Shereff, Friedman, Hoffman & Goodman, LLP Jay H. Zises 919 Third Avenue 477 Madison Avenue, 14th Floor New York, New York 10022 New York, New York 10022 (212) 758-9500 (212) 872-9660 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 22, 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 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement /X/. (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. *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). SEC 1746(12-91) SCHEDULE 13D CUSIP No. 030344105 Page 2 of 8 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ASSOCIATED CAPITAL, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE 7 SOLE VOTING POWER NUMBER OF 570,000 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 570,000 PERSON WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 570,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SEC 1746(12-91) SCHEDULE 13D CUSIP No. 030344105 Page 3 of 8 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON A CAP, INC. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 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 NUMBER OF 570,000 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 570,000 PERSON WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 570,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SEC 1746(12-91) SCHEDULE 13D CUSIP No. 030344105 Page 4 of 8 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON JAY H. ZISES 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES 7 SOLE VOTING POWER NUMBER OF 570,000 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 570,000 PERSON WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 570,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 4 SCHEDULE 13D Item 1. Security and Issuer Securities acquired: Common Stock, par value $.01 ("Common Stock") Issuer: American United Global, Inc. 55 Highland Boulevard Dix Hills, New York 11746 Item 2. Identity and Background (a), (b), (c) and (f) This Schedule 13D is being filed jointly by Associated Capital, L.P., a Delaware limited partnership ("Associated"), its general partner, A Cap, Inc., a New York corporation ("A Cap"), and Jay H. Zises, the President and a Director of A Cap. Associated, A Cap, and Jay H. Zises are hereinafter sometimes referred to collectively as the "Reporting Persons." The business address of each Reporting Person is 477 Madison Avenue, 14th Floor, New York, New York 10022. The principal business of Associated is investments. The principal business of A Cap is investment management. Jay H. Zises's principal occupation is investment management. Mr. Zises is a United States citizen. See Item 5 for information regarding ownership of Common Stock. (d) and (e). During the past five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of 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. Item 3. Source and Amount of Funds Associated Capital purchased an aggregate of 570,000 shares at an aggregate cost of $3,463,095.50, using its own funds. All of the amounts reported herein are net of commissions. 5 Item 4. Purpose of the Transaction All of the shares of Common Stock reported herein were acquired for investment purposes. Each of the Reporting Persons may acquire or dispose of securities of the Issuer, including shares of Common Stock, directly or indirectly, in open-market or privately negotiated transactions, depending upon the evaluation of the performance and prospects of the Issuer by the Reporting Persons, and upon other developments and circumstances, including, but not limited to, general economic and business conditions and stock market conditions. Except for the foregoing, no Reporting Person has any present plans or proposals which relate to or would result in any of the actions or events described in paragraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer (a) and (b) Associated is the beneficial and record owner of 570,000 shares of Common Stock, or 9.7% of the outstanding shares of Common Stock. As the general partner of Associated, A Cap has the sole power to vote and to direct the voting of and the sole power to dispose and direct the disposition of the 570,000 shares of Common Stock owned by Associated. Accordingly, A Cap may be deemed to be the beneficial owner of such 570,000 shares of Common Stock or 9.7% of the outstanding shares of Common Stock. Jay Zises, as President of A Cap, has the sole power to vote and to direct the voting of, and to dispose and to direct the disposition of, the shares of Common Stock deemed to be beneficially owned by A Cap. Accordingly, Mr. Zises may be deemed to be the beneficial owner of such 570,000 shares of Common Stock or 9.7% of the outstanding shares of Common Stock. The number of shares beneficially owned by each of the Reporting Persons and the percentage of outstanding shares represented thereby, have been computed in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Securities Exchange Act"). The percentage of ownership of the Reporting Persons is based on 5,878,616 outstanding shares of Common Stock of the issuer as of May 22, 1996, based on information provided by the Issuer's transfer agent. (c) See Exhibit B attached hereto for information concerning transactions made. (d) Not applicable. (e) Not applicable. 6 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Not applicable. Item 7. Material to be Filed as Exhibits Exhibit A. Agreement of joint filing. Exhibit B. Purchases of Common Stock of Issuer. 7 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. ASSOCIATED CAPITAL, L.P. By: A CAP, INC., as General Partner By: /s/ Jay H. Zises, President -------------------------------- Jay H. Zises, President A CAP, INC. By: /s/ Jay H. Zises, President -------------------------------- Jay H. Zises, President /s/ Jay H. Zises ---------------------------------- Jay H. Zises Dated: May 31, 1996 ----------------- Exhibit A AGREEMENT OF JOINT FILING In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) of a statement on Schedule 13D or any amendments thereto, with respect to the Common Stock, par value $.01, of American United Global, Inc. and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement on the 31st day of May, 1996. ASSOCIATED CAPITAL, L.P. By: A CAP, INC., as General Partner By: /s/ Jay H. Zises, President ------------------------------- Jay H. Zises, President A CAP, INC. By: /s/ Jay H. Zises, President ------------------------------- Jay H. Zises, President /s/ Jay H. Zises ---------------------------------- Jay H. Zises Exhibit B TRANSACTION SUMMARY Associated Capital, L.P. Purchases of American United Global, Inc. Common Stock par value $.01 From 12/31/95 to 5/22/96 Trade Dollar Date Share Price Amount Quantity 5/6/96 $5.56 $1,369,825 250,000 5/7/96 5.39 134,687.5 25,000 5/21/96 6.37 1,257,920 200,000 5/22/96 7.46 700,663 95,000 Page 2 -----END PRIVACY-ENHANCED MESSAGE-----