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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. *)
NTN Communications Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
629410309
(CUSIP Number)
August 4, 1999
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/___/ Rule 13d-1(b)
/_X_/ Rule 13d-1(c)
/___/ Rule 13d-1(d)
* 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).
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays
a currently valid OMB control number.
SEC 1745 (3-98) Page 1 of 7
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CUSIP No. 629410309 13G Page 2 of 7 Pages
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1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Brookhaven Capital Management
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) /X/
(b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY ---------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 1,941,200
REPORTING ---------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH
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8 SHARED DISPOSITIVE POWER
1,941,200
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,941,200
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.9
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12 TYPE OF REPORTING PERSON (See Instructions)
IA, OO
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CUSIP No. 629410309 13G Page 3 of 7 Pages
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1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Vincent A. Carrino
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)/X/
(b)/ /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY ---------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 1,941,200
REPORTING ---------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH
---------------------------------------
8 SHARED DISPOSITIVE POWER
1,941,200
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,941,200
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.9
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12 TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP No. 629410309 13G Page 4 of 7 Pages
ITEM 1.
(a) The name of the issuer NTN Communications Inc. ("NTN").
(b) The principal executive office of NTN is located at 5966 La Place
Court, Carlsbad, CA 92008.
ITEM 2.
(a) The names of the persons filing this statement are Brookhaven
Capital Management, LLC a California limited liability company ("LLC"), and
Vincent A. Carrino ("Carrino")(collectively, the "Filers").
(b) The principal business office LLC and Carrino is located at 3000
Sand Hill Road, Building 3, Suite 105, Menlo Park, CA 94025.
(c) Carrino is a United States citizen. See response to Item 2(a).
(d) This statement relates to shares of Common Stock of NTN(the
"Stock").
(e) The CUSIP number of the Stock is 629410309.
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CUSIP No. 629410309 13G Page 5 of 7 Pages
ITEM 3. If this statement is filed pursuant to rule 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) ___ Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
(b) ___ Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c) ___ Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) ___ Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) ___ An investment adviser in accordance with 240.13d-
1(b)(1)(ii)(E).
(f) ___ An employee benefit plan or endowment fund in accordance
with 240.13d-1(b)(1)(ii)(F).
(g) ___ A parent holding company or control person in accordance
with 240.13d-1(b)(1)(ii)(G)
(h) ___ A savings association as defined in section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) ___ A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3).
(j) ___ Group, in accordance with section 240.13d-1(b)(1)(ii)(J)
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CUSIP No. 629410309 13G Page 6 of 7 Pages
ITEM 4. OWNERSHIP
The beneficial ownership of Stock of the persons named in Item 2 of this
statement is as follows at the date hereof:
See Items 5-9 and 11 on the cover page for each Filer.
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
LLC, a registered investment advisor, is a general partner of limited
partnerships pursuant to limited partnership agreements providing to LLC
the authority, among other things, to invest the funds of the partnerships
in Stock, to vote and dispose of Stock and to file this statement on behalf
of the partnerships. Pursuant to such limited partnership agreements, LLC
is entitled to allocations based on assets under management and realized
and unrealized gains. Pursuant to investment management agreements, LLC is
authorized, among other things, to invest funds of its various investment
advisory clients, and to vote and dispose of those securities. Such
investment agreement may be terminated by either party on notice as
provided in such agreements and provide for fees payable to LLC based on
assets under management and realized and unrealized gains.
No single client of LLC holds more than five percent of the outstanding
Stock.
Carrino is authorized by various individuals and entities to invest funds
of those individuals and entities and to vote and dispose of securities
acquired with such funds, including the Stock. Carrino does not receive any
fees for such activities. None of such individuals and entities owns more
than five percent of the outstanding Stock.
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CUSIP No. 629410309 13G Page 7 of 7 Pages
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
See Exhibit A
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 and are held in the ordinary
course of business and were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose or effect.
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: August 4, 1999
BROOKHAVEN CAPITAL MANAGEMENT, LLC
By: /s/ Vincent A. Carrino /s/ Vincent A. Carrino
Vincent A. Carrino Vincent A. Carrino
Manager
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SCHEDULE 13G
CUSIP No. 629410309
Exhibit A
AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G
The undersigned agree to file jointly with the Securities and Exchange
Commission (the "SEC") any and all statements on Schedule 13D or Schedule
13G (and any amendments or supplements thereto) required under section
13(d) of the Securities Exchange Act of 1934, as amended, in connection
with purchases by the undersigned of securities of NTN Communications Inc.
For that purpose, the undersigned hereby constitute and appoint Brookhaven
Capital Management, LLC, a California limited liability company, as their
true and lawful agent and attorney-in-fact, with full power and authority
for and on behalf of the undersigned to prepare or cause to be prepared,
sign, file with the SEC and furnish to any other person all certificates,
instruments, agreements and documents necessary to comply with section
13(d) and section 16(a) of the Securities Exchange Act of 1934, as amended,
in connection with said purchases, and to do and perform every act
necessary and proper to be done incident to the exercise of the foregoing
power, as fully as the undersigned might or could do if personally present.
DATED: August 4, 1999
BROOKHAVEN CAPITAL MANAGEMENT, LLC
/s/ Vincent A. Carrino /s/ Vincent A. Carrino
By:
Vincent A. Carrino Vincent A. Carrino
Manager
