<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. 1)*
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)
September 24, 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).
<PAGE>
CUSIP No. 71932A-10-1
______________________________________________________________________________
(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Stuart P. Levine
Nos. of Above Persons
______________________________________________________________________________
(2) Check the Appropriate Box if a (a) X
Member of a Group (See Instructions) (b) ____________________________
______________________________________________________________________________
(3) SEC Use Only
______________________________________________________________________________
(4) Source of Funds (See Instructions) PF
______________________________________________________________________________
(5) Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e)
______________________________________________________________________________
(6) Citizenship or Place of Organization United States
______________________________________________________________________________
Number of Shares Beneficially (7) Sole Voting Power 2,197,121
Owned by Each Reporting Person ______________________________________________
With (8) Shared Voting Power 0
______________________________________________
(9) Sole Dispositive Power 2,197,121
______________________________________________
(10) Shared Dispositive Power 0
______________________________________________________________________________
(11) Aggregate Amount Beneficially Owned
By Each Reporting Person 2,197,121
______________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)
______________________________________________________________________________
(13) Percent of Class Represented by Amount
in Row (11) 5.96%
______________________________________________________________________________
(14) Type of Reporting Person (See Instructions) IN
______________________________________________________________________________
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<PAGE>
CUSIP No. 71932A-10-1
______________________________________________________________________________
(1) Names of Reporting Persons.
S.S. or I.R.S. Identification SL Investment Enterprises, LP
Nos. of Above Persons
______________________________________________________________________________
(2) Check the Appropriate Box if a (a) X
Member of a Group (See Instructions) (b) _____________________________
______________________________________________________________________________
(3) SEC Use Only
______________________________________________________________________________
(4) Source of Funds (See Instructions) OO
______________________________________________________________________________
(5) Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e)
______________________________________________________________________________
(6) Citizenship or Place of Organization Georgia
______________________________________________________________________________
Number of Shares Beneficially (7) Sole Voting Power 1,000,000
Owned by Each Reporting Person ___________________________________________
With (8) Shared Voting Power 0
___________________________________________
(9) Sole Dispositive Power 1,000,000
___________________________________________
(10) Shared Dispositive Power 0
______________________________________________________________________________
(11) Aggregate Amount Beneficially Owned
By Each Reporting Person 1,000,000
______________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)
______________________________________________________________________________
(13) Percent of Class Represented by Amount
in Row (11) 2.71%
______________________________________________________________________________
(14) Type of Reporting Person (See Instructions) PN
______________________________________________________________________________
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<PAGE>
CUSIP No. 71932A-10-1
______________________________________________________________________________
(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Stuart and Sherri Levine
Nos. of Above Persons Family Foundation, Inc.
______________________________________________________________________________
(2) Check the Appropriate Box if a (a) X
Member of a Group (See Instructions) (b) ____________________________
______________________________________________________________________________
(3) SEC Use Only
______________________________________________________________________________
(4) Source of Funds (See Instructions) OO
______________________________________________________________________________
(5) Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e)
______________________________________________________________________________
(6) Citizenship or Place of Organization Illinois
______________________________________________________________________________
Number of Shares Beneficially (7) Sole Voting Power 100,000
Owned by Each Reporting Person ___________________________________________
With (8) Shared Voting Power 0
___________________________________________
(9) Sole Dispositive Power 100,000
___________________________________________
(10) Shared Dispositive Power 0
______________________________________________________________________________
(11) Aggregate Amount Beneficially Owned
By Each Reporting Person 100,000
______________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)
______________________________________________________________________________
(13) Percent of Class Represented by Amount
in Row (11) 0.27%
______________________________________________________________________________
(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) SL 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) Georgia
III.
a) Stuart and Sherri Levine Family Foundation
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 at that time 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 SL investment Enterprises, LP and Stuart and Sherri Levine
Family Foundation, Inc., entities which he controls; and Mr. Levine has also
disposed of certain shares to third parties by gift or sale.
The purpose of this Amendment No. 1 is to report that Mr. Levine has
disposed by gift of an aggregate of 12,300 shares since his last report on
Schedule 13D.
Item 4. PURPOSE OF TRANSACTION.
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;
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;
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<PAGE>
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 Voting Power
Item of Person Owned Class (1)
- ------------------------------------------------------------------------
<S> <C> <C> <C>
Stuart P. Levine 2,197,121 5.96% Sole
SL Enterprises, LP 1,000,000 2.71% Sole
Stuart and Sherri Levine 100,000 0.27% 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 September 30, 1998.
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.
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: December 9, 1998
/s/ Stuart P. Levine
--------------------------------------------------
STUART P. LEVINE,
individually and as General Partner and President,
respectively, of SL Investment Enterprises, LP,
and the Stuart and Sherri Levine Family
Foundation, Inc.
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