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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
AMERICAN PHOENIX GROUP, INC.
(Name of Issuer)
Common
(Title of Class of Securities)
872163100
(CUSIP Number)
Check the following box if a fee is being paid with this statement
(A fee is not required only if the filing 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 the disclosures provided in a prior cover page.
The information required in 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).
(Continued on following page(s))
Page 1 of 10 Pages
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______________________________________________________________
13G
CUSIP NO.028867109 PAGE 2 OF 10 PAGES
______________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OPPENHEIMER GROUP, INC.
I.R.S. NO. 13-3331657
______________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) X
______________________________________________________________
3 SEC USE ONLY
______________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
______________________________________________________________
NUMBER OF 5 SOLE VOTING POWER
SHARE 0
_______________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,546,492
_______________________________________________
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
_______________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH 1,546,492
______________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,546,492
______________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
______________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.20%
______________________________________________________________
12 TYPE OF REPORTING PERSON
HC
______________________________________________________________
PAGE
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______________________________________________________________
13G
CUSIP NO.028867109 PAGE 3 OF 10 PAGES
______________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OPPENHEIMER & CO., INC.
I.R.S. NO. 13-2798343
_____________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) X
______________________________________________________________
3 SEC USE ONLY
______________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
______________________________________________________________
NUMBER OF 5 SOLE VOTING POWER
SHARE 0
_______________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,546,492
_______________________________________________
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
_______________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH 1,546,492
______________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,546,492
______________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
______________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.20%
______________________________________________________________
12 TYPE OF REPORTING PERSON
IA
______________________________________________________________
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Page 4 of 10 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Check the following box if a fee is being paid with this Statement
Item 1(b)Name of Issuer: TAL Wireless Networks, Inc.
(formerly, American Phoenix Group, Inc.)
Item 1(b)Address of Issuer's Principal Executive Offices:
930 East Arques Avenue, Sunnyvale, CA 94086-4552
Item 2(a) Name of Person Filing:
Oppenheimer Group, Inc.
Item 2(b) Address of Principal Business Office:
Oppenheimer Tower, World Financial Center, New York, NY 10281
Item 2(c) Citizenship:
Inapplicable
Item 2(d) Title of Class of Securities:
Common
Item 2(e) CUSIP Number: 872163100
Item 3(g) ___X____ Parent Holding Company, in accordance with Section
240.13d - 1(b)(1)(ii)(G) See Exhibit I hereto
Item 4(a) Amount Beneficially Owned:
Oppenheimer Group, Inc. -1,546,492*
Item 4(b) Percent of Class:
Oppenheimer Group, Inc. - 5.20% *
* Includes amount beneficially owned by Oppenheimer & Co., Inc. as
disclosed on Page 3 hereof.
PAGE
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Page 5 of 10 Pages
Item 4(c)(i) Sole Power to Vote or to direct the vote -
Oppenheimer Group, Inc. - 0
Item 4(c)(ii) Shared power to vote or to direct the vote -
Oppenheimer Group, Inc. - 1,546,492 *
Item 4(c)(iii) Sole power to dispose or to direct the disposition of -
Oppenheimer Group, Inc. - 0
Item 4(c)(iv) Shared power to dispose or to direct the disposition of -
Oppenheimer Group, Inc. - 1,546,492 *
Item 5 Ownership to Five Percent or Less of a Class:
Inapplicable
Item 6 Ownership of More than Five Percent on Behalf of
Another Person:
See Exhibit A hereto
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company:
See Exhibit II hereto
Item 8 Identification and Classification of Members of the Group:
Inapplicable
Item 9 Notice of Dissolution of Group:
Inapplicable
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 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.
Date: September 3, 1997
Signature: By: /s/ Robert I. Kleinberg
Name/Title: Robert I. Kleinberg, Vice President/Secretary
* Includes amount beneficially owned by Oppenheimer & Co. Inc. as
disclosed on Page 3 hereof.
PAGE
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Page 6 of 10 Pages
EXHIBIT A
The Board of Directors, certain officers and other employees of
Oppenheimer & Co., Inc., a registered broker-dealer, have the power to
direct the use of dividends or proceeds of sale of more than five (5%)
percent of these securities.
MIK8-exhibit.A/8
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Page 7 of 10 pages
EXHIBIT I
Oppenheimer Group, Inc. ("Oppenheimer Group") is a holding company which
owns directly and indirectly a variety of subsidiary companies
("Subsidiaries") including the companies identified on the exhibit to this
Schedule 13G engaged in various aspects of the financial services
business. 70.78% of the issued and outstanding common stock of Group is
owned by Oppenheimer & Co., L.P. ("Oppenheimer LP") a Delaware limited
partnership formed by the management of Oppenheimer. The general and
limited partnership interests in Oppenheimer LP are owned by officers and
employees of Oppenheimer & Co., Inc., an indirect wholly-owned subsidiary
of Oppenheimer LP. 29.22% of Group's capital stock has been issued to
certain Oppenheimer LP warrantholders upon presentation for exercise of
warrants issued to various investors in Oppenheimer LP's 1986 Private
Placement. Opco, an indirect wholly-owned subsidiary of Oppenheimer
Group, is a diversified investment banking and securities firm.
Oppenheimer Financial Corp., a wholly-owned subsidiary of Oppenheimer
Group, is the sole general partner of Oppenheimer Capital, L.P. ("Opcap
LP"), a limited partnership which owns a majority interest in Oppenheimer
Capital general partnership, which carries on an investment advisory
business activity directly and through certain investment advisory
companies one of which serves as advisor to a group of mutual funds.
The amendment to Schedule 13G is being filed by Oppenheimer Group as a
parent holding company pursuant to the provisions of Rule 13(d) - (1) (b)
on behalf of Oppenheimer LP and the Subsidiaries and/or certain investment
advisory clients or discretionary accounts of the Subsidiaries and
relating to their collective beneficial ownership of shares of common
stock of the Issuer.
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Page 8 of 10 Pages
Management of the affairs of Oppenheimer Group, the Subsidiaries and of
certain advisory clients including decisions respecting dispositions
and/or voting of the shares of the common stock of the Issuer resides in
respective officers and directors of the Subsidiaries and is not directed
by Oppenheimer Group or Oppenheimer LP.
Accordingly, the filing of this amendment to Schedule 13G by Oppenheimer
Group is not intended as, and should not be deemed, an acknowledgment of
beneficial ownership or shared voting or dispositive power by Oppenheimer
Group, Oppenheimer LP or any intermediary company of the shares of the
common stock of the Issuer owned by such Subsidiaries or investment
advisory clients of investment advisory clients, such beneficial ownership
or attribution or shared voting or dispositive power being disclaimed.
EXHIBIT1.696
PAGE
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Page 9 of 10 Pages
EXHIBIT II
The Parent Holding Company is filing on behalf of Oppenheimer Financial
Corp., Oppenheimer Equities, Inc. and Oppenheimer Holdings, Inc. which
would be classified as Item 3(g) and Oppenheimer & Co., Inc. which would
be classified as Item 3(a).
MIK8-EX-IIB
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Page 10 of 10 Pages
EXHIBIT III
The undersigned hereby acknowledges and agrees that a report on Schedule
13G being filed by Oppenheimer Group, Inc. on or about the date hereof,
relating to the common stock of American Phoenix Group, Inc. is filed on
behalf of the undersigned.
DATED: September 3, 1997
OPPENHEIMER & CO., INC.
By: /s/ Robert I. Kleinberg
Robert I. Kleinberg, Secretary
TAL.997
