<PAGE>
INFORMATION REQUIREMENTS FOR FILINGS UPON ACQUISITION
OF FIVE PERCENT OF A CLASS OF EQUITY SECURITIES SUBJECT
TO THE REPORTING REQUIREMENTS OF THE 1934 ACT
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)*
PHOTOGEN TECHNOLOGIES, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
71932A-10-1
(CUSIP Number)
Stuart P. Levine
875 North Michigan Ave., Suite 2930, Chicago, Illinois 60611 (312/397-2620)
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
JULY 27, 1998
(Date of Event Which Requires Filing of this Statement)
If the 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 / /.
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 proper 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).
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CUSIP No. 71932A-10-1
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(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Stuart P. Levine
Nos. of Above Persons
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(2) Check the Appropriate Box if a (a) X
----------------------
Member of a Group (See Instructions) (b)
----------------------
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(3) SEC Use Only
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(4) Source of Funds (See Instructions) PF
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(5) Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization United States
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Number of Shares Beneficially (7) Sole Voting Power 2,209,421
Owned by Each Reporting Person ----------------------------------------------
With (8) Shared Voting Power 0
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(9) Sole Dispositive Power 2,209,421
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(10) Shared Dispositive Power 0
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(11) Aggregate Amount Beneficially Owned
By Each Reporting Person 2,209,421
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(12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)
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(13) Percent of Class Represented by Amount
in Row (11) 5.99%
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(14) Type of Reporting Person (See Instructions) IN
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CUSIP No. 71932A-10-1
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(1) Names of Reporting Persons.
S.S. or I.R.S. Identification S.L. Investment Enterprises, LP
Nos. of Above Persons
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(2) Check the Appropriate Box if a (a) X
---------------------
Member of a Group (See Instructions) (b)
---------------------
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(3) SEC Use Only
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(4) Source of Funds (See Instructions) OO
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(5) Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization Georgia
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Number of Shares Beneficially (7) Sole Voting Power 1,000,000
Owned by Each Reporting Person ----------------------------------------------
With (8) Shared Voting Power 0
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(9) Sole Dispositive Power 1,000,000
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(10) Shared Dispositive Power 0
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(11) Aggregate Amount Beneficially Owned
By Each Reporting Person 1,000,000
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(12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)
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(13) Percent of Class Represented by Amount
in Row (11) 2.71%
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(14) Type of Reporting Person (See Instructions) PN
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<PAGE>
CUSIP No. 71932A-10-1
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(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Stuart and Sherri Levine
Nos. of Above Persons Family Foundation, Inc.
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(2) Check the Appropriate Box if a (a) X
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Member of a Group (See Instructions) (b)
---------------------
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(3) SEC Use Only
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(4) Source of Funds (See Instructions) OO
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(5) Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization Illinois
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Number of Shares Beneficially (7) Sole Voting Power 100,000
Owned by Each Reporting Person ----------------------------------------------
With (8) Shared Voting Power 0
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(9) Sole Dispositive Power 100,000
----------------------------------------------
(10) Shared Dispositive Power 0
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(11) Aggregate Amount Beneficially Owned
By Each Reporting Person 100,000
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(12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)
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(13) Percent of Class Represented by Amount
in Row (11) .27%
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(14) Type of Reporting Person (See Instructions) CO
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<PAGE>
Item 1. SECURITY AND ISSUER.
The title of the class of securities to which this Schedule 13D
relates is Common Stock ("Common Stock") of Photogen Technologies, Inc., a
Nevada corporation (the "Issuer"). The principal executive offices of the
Issuer are located at 7327 Oak Ridge Highway, Suite B, Knoxville, TN 37931.
Item 2. IDENTITY AND BACKGROUND.
Set forth below is the following information with respect to each
of the persons filing this Schedule 13D (together, the "Filing Persons") and,
in addition, each of such person's general partners, if applicable, and, if
applicable, the persons controlling such general partners (such additional
persons, together with the Filing Persons, the "Item 2 Persons"): (a) name;
(b) address of principal offices (if entity) or residence or business address
(if individual); (c) principal business (if entity) or principal occupation
and name, business and address of employer (if individual); (d) information
concerning criminal convictions during the last five years; (e) information
concerning civil or administrative proceedings under state or federal
securities laws during the past five years with respect to any state or
federal securities laws and (f) citizenship (if individual) or jurisdiction
of organization (if entity).
I.
a) Stuart P. Levine
b) 875 North Michigan Avenue, Suite 2930, Chicago, IL 60611
c) Private investor, 875 North Michigan Avenue, Suite 2930,
Chicago, IL 60611
d) No criminal convictions (1)
e) No adverse civil judgments for violations of securities laws (1)
f) United States
II.
a) S.L. Investment Enterprises, LP
b) c/o Stuart P. Levine, 875 North Michigan Avenue, Suite 2930,
Chicago, IL 60611
c) Investment partnership
d) No criminal convictions (1)
e) No adverse civil judgments (1)
f) Delaware
III.
a) Stuart and Sherri Levine Family Foundation, Inc.
b) c/o Stuart P. Levine, 875 North Michigan Avenue, Suite 2930,
Chicago, IL 60611
c) Not-for-profit corporation
d) No criminal convictions (1)
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<PAGE>
e) No adverse civil judgments (1)
f) Illinois
(1) During the last five years, no person listed above has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), nor has any such person been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction that resulted in
such person becoming 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 OR OTHER CONSIDERATION.
Mr. Levine acquired 3,239,350 shares of Common Stock on December
9, 1994 from the Issuer in a private placement (adjusted to reflect a
subsequent two-for-one reverse stock split). The purchase price was
$.0231528 per share, which Mr. Levine paid with his personal funds.
On May 16, 1997, the Issuer sold 2,975,359 shares of Common Stock
to Mr. Levine in a private transaction. The purchase price was $.28568 per
share, which Mr. Levine paid with his personal funds. (These purchases were
part of a stockholder restructuring in which Mr. Levine transferred 2,714,288
shares to the Issuer's treasury for cancellation.) Since May, 1997, Mr.
Levine has transferred shares to S.L. Investment Enterprises, LP and the Stuart
and Sherri Levine Family Foundation, Inc., entities which he controls; and
Mr. Levine has also disposed of certain shares.
Item 4. PURPOSE OF TRANSACTION.
Stuart P. Levine filed his original Schedule 13D as a result of
the Issuer's registration of its common stock under Section 12(g) of the
Securities Exchange Act of 1934 pursuant to a Form 10-SB filed with the
Securities and Exchange Commission. All of the shares of Common Stock
subject to this Schedule 13D were owned by Mr. Levine of record or
beneficially prior to the effectiveness of the Issuer's Section 12(g)
registration. Mr. Levine originally filed his Schedule 13D as part of a
group, members of which were part of a Voting Agreement dated May 16, 1997.
The Voting Agreement has been amended and Mr. Levine is no longer a party or
a part of the group. Arrangements to finalize the amendment and other
matters in connection with the Voting Agreement were completed on July 27,
1998.
No reporting person has any current plans or proposals that relate
to or would result in:
a. The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
b. An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
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<PAGE>
c. A sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
d. Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
e. Any material change in the present capitalization or dividend policy
of the Issuer;
f. Any other material change in the Issuer's business or corporate
structure;
g. Changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the Issuer by any person;
h. Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;
i. A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Exchange Act; or
j. Any action similar to any of those enumerated above.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
<TABLE>
<CAPTION>
Common Stock
Name of Beneficially % of
Item of Person Owned Class (1) Voting Power
-------------- ------------ -------- ------------
<S> <C> <C> <C>
Stuart P. Levine 2,209,421 5.99% Sole
S.L. Enterprises, LP 1,000,000 2.71% Sole
Stuart and Sherri Levine 100,000 .27% Sole
Family Foundation, Inc.
</TABLE>
All percentages in this table are based, pursuant to Rule
13d-1(e) of the Securities Exchange Act of 1934, on the 36,875,001 shares of
Common Stock of the Issuer outstanding as of May 11, 1998.
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<PAGE>
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements or understandings among any
of the Item 2 Persons made or entered into specifically with respect to
holding, voting or disposing of the Common Stock of the Issuer. Mr. Levine
was previously a party to a Voting Agreement in which he agreed to vote his
shares for the election of certain directors and certain other matters. That
Voting Agreement was amended as of June 17, 1998 and arrangements to remove
Mr. Levine as a party to that Voting Agreement were finalized on June 27,
1998.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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<PAGE>
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 5, 1998
/s/ Stuart P. Levine
--------------------------------------------------
STUART P. LEVINE,
individually and as General Partner and President,
respectively, of S.L. Investment Enterprises, LP,
and the Stuart and Sherri Levine Family
Foundation, Inc.
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