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OMB Number 3235-0145
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
Princeton Media Group, Inc.
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(NAME OF ISSUER)
Common Stock, no par value
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(TITLE OF CLASS OF SECURITIES)
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(CUSIP NUMBER)
Russel Leventhal, 9000 Sunset Boulevard, 6th Flr., Los Angeles, CA 90069
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
June 4, 1997
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing 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 [ ].
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.)
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 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).
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SCHEDULE 13D
CUSIP No. PAGE 1 OF ___ PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Allstate Communications, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX 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
California
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7 SOLE VOTING POWER
25,000
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY None
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 25,000
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP No. PAGE 2 OF ___ PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Allstate Communications, Inc. Profit Sharing Plan
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX 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
California
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7 SOLE VOTING POWER
31,000
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY None
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 31,000
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
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14 TYPE OF REPORTING PERSON*
EP
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP No. PAGE 3 OF ___ PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Russel Leventhal
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX 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 of America
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7 SOLE VOTING POWER
168,500
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 56,000(1)
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 168,500
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
56,000(1)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
224,500(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
(1) Includes 25,000 Shares owned by Allstate Communications, Inc. and 31,000
Shares owned by the Allstate Communications Inc. Profit Sharing Plan
<PAGE> 5
ITEM 1. SECURITY AND ISSUER.
The class of equities securities to which this statement on Schedule 13
D relates is the Common Stock, no-par value (the "Common Stock"), of Princeton
Media Group, Inc. (the "Issuer"), an Ontario, Canada corporation, with its
principal executive offices located at 214 Brazilian Avenue, Suite 400, Palm
Beach, Florida 33480.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Allstate Communications, Inc. ("ACI"),
The Allstate Communications, Inc. Profit Sharing Plan (the "Plan") and Russel
Leventhal (collectively, "Reporting Persons") pursuant to the Joint Filing
Agreement attached hereto as Exhibit 1. Mr. Leventhal is the Chief Executive
Officer and a director of ACI, and is a trustee of the Plan. The persons serving
as the other executive officers and directors of ACI, and as the other trustees
of the Plan, are Frank Montelione and Richard Shapiro (the "Other Executives").
Mr. Montelione is the Chief Operating Officer of ACI, and Mr. Shapiro is the
Chief Financial Officer of ACI. The capital stock of ACI is beneficially owned
50% by Mr. Leventhal and 50% by Mr. Montelione. The filing of this statement
shall not be construed as an admission that Mr. Leventhal is, for the purposes
of section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial
owner of any shares of Common Stock except the 168,500 shares with respect to
which he possesses sole voting and dispositive power. ACI is a California
corporation and its principal business is telecommunications entertainment
services. Mr. Leventhal and the Other Executives are citizens of the United
States of America, and the Plan is organized in California. The address of the
principal business office of each of the Reporting Persons and the Other
Executives is 9000 Sunset Boulevard, 6th Floor, Los Angeles, CA 90069.
During the last five years, none of the Reporting Persons or Other
Executives has been (a) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (b) a party to a civil proceeding of a
judicial or an administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgement, 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.
The source and amount of funds or other consideration used in making
the purchases are as follows:
<TABLE>
<CAPTION>
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REPORTING PERSON SOURCE AMOUNT
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<S> <C> <C>
Russel Leventhal Personal Funds $574,798
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ACI Working Capital $115,585
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The Plan Investment Funds $74,566
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</TABLE>
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No part of the purchase price is represented by funds or other
consideration borrowed or otherwise obtained for the purpose of acquiring,
holding, trading or voting the Common Stock. The Common Stock was acquired by
the Reporting Persons by purchase.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the acquisition of the Common Stock by the Reporting
Persons is to hold for investment. There is no plan or proposal which the
Reporting Persons may have which 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 of 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 Act; or
(j) Any action similar to any of those enumerated above.
Although there is no plan or proposal to do so, one or more of the
Reporting Persons may
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in the future acquire additional Common Stock, dispose of their Common Stock or
take other actions such as those described above in connection with their
ownership of Common Stock.
ITEM 5. INTEREST AND SECURITIES OF THE ISSUER.
(a) Each Reporting Person owns the number and percentage of shares of
Common Stock set forth opposite his or its name.
<TABLE>
<CAPTION>
================================================================================
REPORTING PERSON NUMBER OF SHARES PERCENTAGE OF CLASS
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<S> <C> <C>
Russel Leventhal 168,500(1) 7.8%
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ACI 25,000 1.2%
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The Plan 31,000 1.4%
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</TABLE>
(b) The Reporting Persons have the power to vote and power to dispose
of the shares of the Common Stock owned by such Reporting Persons as follows:
Mr. Leventhal has the sole power to vote and dispose of the
shares of Common Stock held directly by him. Mr. Leventhal, because of his
ownership interest in, and position as a director and officer of, ACI, and his
position as a trustee of the Plan, has the shared power to vote or to direct the
vote, and the shared power to dispose or to direct the disposition of, the
shares of the Common Stock held by ACI and the Plan. Such powers may be deemed
to be shared with one or both of the Other Executives.
(c) The Reporting Persons have not effected any transactions in the
shares of Common Stock during the past 60 days except for the acquisitions
disclosed in this statement.
(d) No other person is known to have the right to receive or the power
to direct the receipt from dividends from, or proceeds from the sale of, any
Common Stock beneficially owned by the Reporting Persons.
(e) Not applicable.
- ---------------------
(1) Excludes shares of Common Stock owned by ACI and the Plan. Mr.
Leventhal, because of his ownership interest in, and position as a director and
officer of, ACI, and his position as a trustee of the Plan, may be deemed to
beneficially own the shares of the Common Stock held by ACI and the Plan.
<PAGE> 8
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between such persons
and any person with respect to any securities of the Issuer, including but not
limited to transfer or voting of any of the securities, finders' fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Attached as Exhibit 1 to this Statement is the Joint Filing Agreement
entered into among the Reporting Persons.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify
that the information set forth in this statement is true, complete and correct.
July, 25 1997 ALLSTATE COMMUNICATIONS, INC.
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Date
By: /s/ Richard Shapiro
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Richard Shapiro
Chief Financial Officer
THE ALLSTATE COMMUNICATIONS, INC.
PROFIT SHARING PLAN
By: /s/ Richard Shapiro
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Richard Shapiro
Co-trustee
/s/ Russel Leventhal
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RUSSEL LEVENTHAL
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EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned agreed to the joint filing on behalf of each
of them, a Statement on Schedule 13D (including amendments thereto) with
respect to the Common Stock of Princeton Media Group, Inc. and further agree
that this Agreement be included as an exhibit to such filing. Each party to
this Agreement expressly authorizes each other party to file on its behalf any
and all amendments to such Statement.
In evidence whereof, the undersigned have caused this Agreement to be
executed on their behalf this 30 day of July, 1997.
ALLSTATE COMMUNICATIONS, INC.
By: /s/ Richard Shapiro
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Name: Richard Shapiro
-----------------------------
Title: CFO
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THE ALLSTATE COMMUNICATIONS, INC.
PROFIT SHARING PLAN
By: /s/ Richard Shapiro
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Name: Richard Shapiro
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Title: Co-Trustee
-----------------------------
/s/ Russel Leventhal
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RUSSEL LEVENTHAL
