-----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, ENot9X/w2+qxwbAnmkJ0NnsxjnoSQ7mPXq1x4NGAxqq1w3iCMAAaguFHv4VnKnTv OQPXWpxuG2PS26EdzQhMgQ== 0000930661-99-002366.txt : 19991018 0000930661-99-002366.hdr.sgml : 19991018 ACCESSION NUMBER: 0000930661-99-002366 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991014 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ADDVANTAGE MEDIA GROUP INC /OK CENTRAL INDEX KEY: 0000874292 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PROFESSIONAL & COMMERCIAL EQUIPMENT & SUPPLIES [5040] IRS NUMBER: 731351610 STATE OF INCORPORATION: OK FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-42151 FILM NUMBER: 99728237 BUSINESS ADDRESS: STREET 1: 5100 E SKELLY DR STREET 2: MERIDIAN TOWER SUITE 1080 CITY: TULSA STATE: OK ZIP: 74135-6552 BUSINESS PHONE: 9186658414 MAIL ADDRESS: STREET 1: 5100 EAST SKELLY DRIVE STREET 2: MERIDIAN TOWER SUITE 1080 CITY: TULSA STATE: OK ZIP: 74135 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHYMIAK DAVID E CENTRAL INDEX KEY: 0001012082 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 808 N 16TH ST CITY: BROKEN ARROW STATE: OK ZIP: 74012 BUSINESS PHONE: 9182519121 MAIL ADDRESS: STREET 1: 808 N 16TH ST CITY: BROKEN ARROW STATE: OK ZIP: 74012 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ____)* ADDvantage Media Group, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 006743 10 8 - -------------------------------------------------------------------------------- (CUSIP Number) David E. Chymiak, 808 North 16/th/ Street, Broken Arrow, Oklahoma 74012 (918) 251-2887 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 30, 1999 - -------------------------------------------------------------------------------- (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 (S)(S) 240.13d-1(e), 240.13d-1(f) or 250.13d-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 (S)240.13d-7 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). SCHEDULE 13D CUSIP No. 006743 10 8 Page 2 of 5 Pages ----------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON David E. Chymiak ###-##-#### - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 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 of America - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 5,059,000 SHARES -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER -0- OWNED BY -------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 5,059,000 PERSON -------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,059,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 47.2% - -------------------------------------------------------------------------------- 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. SCHEDULE 13D CUSIP No. 006743 10 8 Page 3 of 5 Pages Item 1. Security and Issuer --------------------------- This Schedule 13D relates to the common stock, par value $.01 per share ("Common Stock"), of ADDvantage Media Group, Inc., an Oklahoma corporation ("AMG"). The principal executive offices of AMG are located at 808 North 16/th/ Street, Broken Arrow, Oklahoma 74012. Item 2. Identity and Background ------------------------------- (a) David E. Chymiak. (b) The residence address of Mr. Chymiak is 4413 West Kent Circle, Broken Arrow, Oklahoma 74012. (c) Mr. Chymiak is Chairman of the Board of AMG and President of its wholly owned subsidiary, DRK Enterprises, Inc. d/b/a TULSAT. (d),(e) During the last five years, Mr. Chymiak has not been convicted in a 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. (f) Mr. Chymiak is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration --------------------------------------------------------- Mr. Chymiak received 4,000,000 shares of Common Stock and 100,000 shares of AMG's Series A 5% Cumulative Convertible Preferred Stock (which are convertible currently into 1,000,000 shares of Common Stock) and 150,000 shares of AMG's Series B 7% Cumulative Preferred Stock (which are not convertible) in exchange for 350 shares of the common stock of DRK Enterprises, Inc. d/b/a TULSAT ("TULSAT") owned by Mr. Chymiak. This exchange was consummated on September 30, 1999 pursuant to the terms of that certain Securities Exchange Agreement dated September 16, 1999 by and among AMG and the TULSAT shareholders. SCHEDULE 13D CUSIP No. 006743 10 8 Page 4 of 5 Pages Item 4. Purpose of Transaction ------------------------------ As a result of his acquisition of the AMG Common Stock, Mr. Chymiak and the other TULSAT shareholders have assumed control of the management of AMG. Mr. Chymiak and Kenneth A. Chymiak will become members of the Board of Directors of AMG. Under the terms of the Securities Exchange Agreement, all of the previously serving members of the Board of Directors of AMG other than Gary W. Young resigned on September 30, 1999. As a result of the transactions, TULSAT has become the principal operating business of AMG. AMG is not actively engaged in any other operating business at this time. Mr. Chymiak may seek, from time to time, additional shares of Common Stock of AMG through a variety of possible means, including, but not limited to, open market transactions. Irrespective of the foregoing, Mr. Chymiak is not bound to increase his holdings and, depending upon future developments, may also, at his discretion, determine at any time or from time to time to sell or otherwise dispose of some or all of his shares of Common Stock of AMG. Mr. Chymiak reserves the right to act with respect to his holdings as he deems in his own best interest. Except as set forth above, Mr. Chymiak has no plans or proposals with respect to a merger, reorganization, or liquidation of AMG or any of its subsidiaries, the sale or transfer of a material amount of the assets of AMG, any material change in the capitalization or dividend policy of AMG, any other material change in AMG's business or corporate structure or, generally, any other action referred to in parts (a) through (j) of Item 4 of Schedule 13 D. Item 5. Interest in Securities of the Issuer -------------------------------------------- (a) Mr. Chymiak presently beneficially owns 5,059,000 shares of Common Stock of AMG, including 4,059,000 shares held directly and 100,000 shares of AMG's Series A 5% Cumulative Convertible Preferred Stock which are currently convertible into 1,000,000 shares of AMG Common Stock. These securities represent approximately 47.2% of the outstanding shares of Common Stock of AMG. (b) Mr. Chymiak has the sole power to vote or dispose of 5,059,000 shares of Common Stock of AMG. (c) Not applicable. (d) No person other than Mr. Chymiak has the right to receive or the power to direct the receipts of dividends from, or the proceeds from the sale of, the 5,059,000 of Common Stock of AMG owned by Mr. Chymiak. (e) Not applicable. SCHEDULE 13D CUSIP No. 006743 10 8 Page 5 of 5 Pages Item 6. Contracts, Arrangements, Understandings or -------------------------------------------------- Relationships with Respect to Securities of the Issuer ------------------------------------------------------ There are no contracts, arrangements, understandings, or relationships (legal or otherwise) between Mr. Chymiak and any person with respect to any securities of AMG, including, but not limited to, transfer or voting of any of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits ----------------------------------------- The Securities Exchange Agreement dated as of September 16, 1999 by and among AMG and the former shareholders of TULSAT, including Mr. Chymiak, is Exhibit 2 to the Current Report on Form 8-K filed by AMG on September 24, 1999. No exhibits are included with this filing. * * * * * * * * * * * 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. Dated: October 11, 1999 \s\ David E. Chymiak ------------------------------------------ David E. Chymiak -----END PRIVACY-ENHANCED MESSAGE-----