PRINCETON MEDIA GROUP INC
8-K, 1998-11-03
TELEPHONE & TELEGRAPH APPARATUS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): October 27, 1998

                           PRINCETON MEDIA GROUP, INC.
             (Exact name of registrant as specified in its charter)

Ontario, Canada                 0-16355             98-0082860
(State or other jurisdiction    (Commission        (IRS Employer
of incorporation)               File Number)       Identification No.)

              214 Brazilian Ave., Suite 300, Palm Beach, FL 33480
                (Address of principal executive offices)  (Zip Code)
                               

                                 (561) 659-0121
               Registrant's telephone number, including area code


         (Former name or former address, if changed since last report.)

Item 5.  Other Events.

The two wholly-owned subsidiaries of Princeton Media Group, Inc. (the Company)
and a wholly-owned subsidiary of one of the subsidiaries are unable to meet
current obligations as they become due. Management of the Company has made
extensive efforts over the last several months to obtain sufficient financing to
fund a plan of restructure that would improve cash flows and maintain operations
of these subsidiaries. Management determined that such financing was not
obtainable in the time necessary for operations to remain viable.

On October 27, 1998, Princeton Publishing, Inc. and Firestone Publishing, Inc.,
wholly-owned subsidiaries of Princeton Media Group, Inc., and Kingston Press,
Inc., a wholly-owned subsidiary of Princeton Publishing, Inc., each filed an
Assignment for the Benefit of Creditors (The Assignment(s)), a proceeding
governed under the laws of the State of Florida. The Assignments were filed
with the Court of the 11th Judicial Circuit in and for Miami-Dade County,
Florida on October 27, 1998. The Assignment proceeding gives creditors the
opportunity to file proofs of claims. The Assignments were filed in order to
expedite an orderly sale and disposition of the assets of the entities and pay
claims in order of priority.

The three companies filing the Assignments were in the publishing and printing
business. Their operations constituted all of the operations of the Company.

The Assignee is Development Specialists, Inc., 200 Biscayne Boulevard, Suite
900, Miami, Florida 33131, Attn: William A. Brandt, Jr. and the attorneys for
the Assignee are Gunster, Yoakley, Valdes-Fauli, & Stewart, P.A., Attn: Phillip
M. Hudson, III, Esq., One Biscayne Tower, Suite 3400, Miami, Florida 33131-1897.
The Assignee is required to contact all known creditors within 30 days. All
creditors and interested parties must file a proof of claim with the assignee or
his attorney on or before March 1, 1999.

                                                             

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                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                          PRINCETON MEDIA GROUP, INC.



Date: November 3, 1998                    By: /s/ James J. McNamara
                                              ---------------------------
                                              Chairman of the Board
                                              and Chief Executive Officer



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Press Release                                                       EXHIBIT 99.1

                           PRINCETON MEDIA GROUP, INC.
                     ANNOUNCES RESTRUCTURING OF SUBSIDIARIES

Palm Beach, FL, November 3, 1998 - Princeton Media Group, Inc. (Nasdaq: PMGIF)
announced today that its wholly-owned subsidiaries have been assigned for
benefit to the creditors to Development Specialiss, Inc. ("DSI.") On October 27,
1998, Princeton Publishing, Inc. and Firestone Publishing, Inc., wholly-owned
subsidiaries of Princeton Media Group, Inc., and Kingston Press, Inc., a
wholly-owned subsidiary of Princeton Publishing, Inc., each filed an Assignment
for the Benefit of Creditors, a proceeding governed under the e laws of the
State of Florida. The Assignment proceeding gives creditors the opportunity to
file proofs of claims. The Assignments were filed in order to expedite an
orderly sale and disposition of the assets of the entities and pay claims in
order of priority.

The Company has made extensive efforts over the last year to obtain sufficient
financing to improve cash flows and restore existing vendor relationships.
Management has determined that due to continuing degradation of the core
business, the Company's highly levered balance sheet, and increased volatility
in the capital markets, that the Company will be unable to secure such financing
in a timeframe that would allow operations to continue on a day to day basis.

The company believes that its actions are in the best interest of all parties,
creditors and shareholders alike.

The Assignee is Development Specialists, Inc., 200 Biscayne Boulevard, Suite
900, Miami, Florida 33131, Attn: William A. Brandt, Jr. and the attorneys for
the Assignee are Gunster, Yoakley, Valdes-Fauli, & Stewart, P.A., Attn: Phillip
M. Hudson, III, Esq., One Biscayne Tower, Suite 3400, Miami, Florida 33131-1897.
The Assignee is required to contact all known creditors within 30 days. All
creditors and interested parties must file a proof of claim with the assignee or
his attorney on or before March 1, 1999.

       For further information contact: William A. Purdy III, (561) 659-0121.











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