About EDGAR Online | Login
Enter your Email for a Free Trial:
The following is an excerpt from a SB-2/A SEC Filing, filed by AMERICAN COMMUNICATIONS ENTERPRISES INC on 3/24/1999.
Next Section Next Section Previous Section Previous Section


American Communications is offering up to a maximum of 10,000,00 shares at a price of $0.05 per share to be sold by its executive officers and directors namely, Messrs. Schult and Ringle. If the shares are sold through its executive officers and directors, no compensation will be paid with respect to such sales. However, American Communications may retain a NASD registered broker-dealer to act as the selling agent in connection with all or part of this offering and will pay a cash commission of up to an aggregate of 10% of the proceeds of this offering. Since the offering is conducted on a "best efforts" basis, there is no assurance that any of the shares offered hereby will be sold.

The offering will remain open until June 30, 2000, unless American


Communications determines, in its sole discretion, to cease selling efforts. The officers, directors and stockholders of American Communications and their affiliates may purchase shares in this

There is no minimum number of shares that must be sold to complete the offering. As a result, there will no escrow of any of the proceeds of this offering. Accordingly, American Communications will have use of such funds once it accepts a subscription and funds have cleared. Such funds shall be non-refundable except as may be required by applicable law.


The directors and executive officers of American Communications are as follows:

Name             Position                     Age

Dain L. Schult   President and Chief          44
                 Executive Officer,
                 Secretary, Chairman of the

Robert E. Ringle Vice President of Internet   55
                 Operations, Director of
                 Sales, Treasurer and

Dain L. Schult - President and Chief
Executive Officer:  Mr. Dain Schult has
served as both President and Chief
Executive Officer of American
Communications since its inception . Mr.
Schult is a broadcast veteran of over 30
years in the radio industry.

For the period from 1996 to the inception of American Communications, Mr. Schult was President and Chief Executive Officer for Equicom, Inc., a group consolidator of radio stations in Texas.

For the period from 1977 to 1996, Mr. Schult was President of Radioactivity, Inc., a full-service radio broadcast consulting firm located in Atlanta, Georgia serving over 150 radio stations in various parts of the U.S.. While there, Mr. Schult participated in the turnaround of several stations, created a unique turn-key management service for new station owners, conducted station appraisals and market analysis projects for sellers and buyers, and developed specific music formats for on-air use by client stations. Concurrently, Mr. Schult was Chief Operating Officer for Sunbelt Radio Group, Inc., a radio station group created to acquire and operate radio stations in Texas.

Prior to 1977, Mr. Schult held


various program manager, operating manager, and on-air personality positions at several radio stations in the Southeast and Southwest.

Mr. Schult holds an A.S. degree in Commercial Music-Recording from Georgia
State University. Mr. Schult is married to Sherry Schult, the sister of Robert E.
Ringle, a director and executive officer of American Communications. As a result, Mr. Schult is Mr. Ringle's brother-in-law.

Robert E. Ringle - Vice President Internet Operations/Director of Sales: Mr. Ringle has served as Vice President, Director of Sales an Treasurer of American
Communications since its inception. Mr. Ringle has more than 20 years experience in owning and operating advertising
agencies and marketing companies.

For the period from1997 to the inception of American Communications, Mr. Ringle served as the Chief Marketing Officer and Director of Sales for Equicom Inc., a regional radio broadcasting network.

For the period from 1995 to 1997, Mr. Ringle served as the Chief Executive Officer of Quadra Group, Inc., a small consulting company specializing in marketing and management.

For the period from 1993 to 1995, Mr. Ringle served as the Marketing Director and Sales Manager for Pell Automotive Group, a car dealership in Tucson, Arizona.

Mr. Ringle has a B.S. degree in
Marketing from Wayne State University.

As stated previously, Mr. Ringle is Mr. Schult's brother-in-law.

Directors. All of the Directors serve for one year periods. American Communications presently expects to conduct its first annual meeting of shareholder and directors in October, 1999 at which time directors will again be elected. All directors serve for a period of one year unless removed in accordance with the bylaws of American Communications.



The following table sets forth certain information with respect to the beneficial ownership of American Communications' common stock before and after giving effect to the sale of the maximum number of shares of common stock offered. All shareholders have sole voting and investment power over the shares beneficially owned.

                                  Beneficial Ownership
                                     of Common Stock
                     Shares Owned          Percentage of Class
                                    Before Offering   After Offering
Dain L. Schult        8,400,000           80%            39.0698%
Robert E. Ringle      2,100,000           20%             9.7674%
---------              -------
All directors and     10,500,000          100%           48.8372%
officers as a group
(2 persons)