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----------------------------- OMB APPROVAL ----------------------------- OMB NUMBER 3235-0145 EXPIRES: DECEMBER 31, 1997 ESTIMATED AVERAGE BURDEN HOURS PER RESPONSE....14.90 ----------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ___)* PIA Merchandising Services, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock; $.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 693360 10 9 - -------------------------------------------------------------------------------- (CUSIP Number) 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.) *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). Page 1 of 5 pages - ----------------------- --------------------- CUSIP NO. 693360 10 9 SCHEDULE 13G PAGE 2 OF 5 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON California Community Foundation - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 California - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF 484,872 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 -0- OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7 REPORTING 484,872 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8 -0- - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 484,872 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 10 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11 8.2% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 12 OO - ------------------------------------------------------------------------------ *SEE INSTRUCTION BEFORE FILLING OUT! Page 2 of 5 pages ITEM 1. (a) NAME OF ISSUER PIA Merchandising Services, Inc. (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES 19900 MacArthur Boulevard, Suite 900 Newport Beach, California 92718 ITEM 2. (a) NAME OF PERSON FILING California Community Foundation (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE 606 S. Olive Street, Suite 2400 Los Angeles, California 90014 (c) CITIZENSHIP California (d) TITLE OF CLASS OF SECURITIES This filing is made in regard to the Common Stock, $.01 par value per share, of PIA Merchandising Services, Inc. (the "Common Stock"). (e) CUSIP NUMBER 693360 10 9 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A: (a) [_] Broker or Dealer registered under Section 15 of the Act, (b) [_] Bank as defined in Section 3(a)(6) of the Act, (c) [_] Insurance Company as defined in Section 3(a)(19) of the Act, (d) [_] Investment Company registered under Section 8 of the Investment Company Act, (e) [_] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940, (f) [_] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see 13d-1(b)(1)(ii)(F), (g) [_] Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G); see Item 7, Page 3 of 5 pages (h) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(H). ITEM 4. OWNERSHIP (a) AMOUNT BENEFICIALLY OWNED At December 31, 1996 the filing person beneficially owned 484,872 shares of Common Stock (b) PERCENT OF CLASS 8.2% (c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS (i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE: 484,872 (ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE: 0 (iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF: 484,872 (iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF: 0 ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS IF THIS STATEMENT IS BEING FILED TO REPORT THE FACT THAT AS OF THE DATE HEREOF THE REPORTING PERSON HAS CEASED TO BE THE BENEFICIAL OWNER OF MORE THAN FIVE PERCENT OF THE CLASS OF SECURITIES, CHECK THE FOLLOWING [ ] ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON Not applicable. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Not applicable. ---------------- ITEM 9. NOTICE OF DISSOLUTION OF GROUP Not applicable. ITEM 10. CERTIFICATION By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. Page 4 of 5 pages 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: February 13, 1997 California Community Foundation By: /s/ Linda Shestock --------------------------------------------- Its: Executive Vice President and Chief ------------------------------------ Financial Officer ----------------- Page 5 of 5 pages