UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
The Producers Entertainment Group Ltd.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
742893 50 6
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(CUSIP Number)
12/31/98
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed.
|X| Rule 13d-1(b)
|_| Rule 13d-1(c)
|_| Rule 13d-1(d)
*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).
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CUSIP No. 742893 50 6 SCHEDULE 13G Page 2 of 11 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Joseph Stevens & Company, Inc.(successor to Joseph Stevens & Company, L.P.)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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| 5 SOLE VOTING POWER
NUMBER OF |
SHARES | 498,473 shares of Common Stock. See Item 4.
BENEFICIALLY |-------------------------------------------------
OWNED BY | 6 SHARED VOTING POWER
EACH |
REPORTING |-------------------------------------------------
PERSON | 7 SOLE DISPOSITIVE POWER
WITH |
| 498,473 shares of Common Stock. See Item 4.
|-------------------------------------------------
| 8 SHARED DISPOSITIVE POWER
|
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
498,473 shares of Common Stock. See Item 4.
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
[ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8%
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12 TYPE OF REPORTING PERSON
BD
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CUSIP No. 742893 50 6 SCHEDULE 13G Page 3 of 11 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Joseph Sorbara
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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| 5 SOLE VOTING POWER
NUMBER OF |
SHARES | 498,473 shares of Common Stock. See Item 4.
BENEFICIALLY |-------------------------------------------------
OWNED BY | 6 SHARED VOTING POWER
EACH |
REPORTING |-------------------------------------------------
PERSON | 7 SOLE DISPOSITIVE POWER
WITH |
| 498,473 shares of Common Stock. See Item 4.
|-------------------------------------------------
| 8 SHARED DISPOSITIVE POWER
|
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
498,473 shares of Common Stock. See Item 4.
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
[ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8% of shares of Common Stock. See Item 4.
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12 TYPE OF REPORTING PERSON
IN
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CUSIP No. 742893 50 6 SCHEDULE 13G Page 4 of 11 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Steven Markowitz
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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| 5 SOLE VOTING POWER
NUMBER OF |
SHARES | 500,306 shares of Common Stock. See Item 4.
BENEFICIALLY |-------------------------------------------------
OWNED BY | 6 SHARED VOTING POWER
EACH |
REPORTING |-------------------------------------------------
PERSON | 7 SOLE DISPOSITIVE POWER
WITH |
| 500,306 shares of Common Stock. See Item 4.
|-------------------------------------------------
| 8 SHARED DISPOSITIVE POWER
|
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,306 shares of Common Stock. See Item 4.
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
[ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8% of shares of Common Stock. See Item 4.
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12 TYPE OF REPORTING PERSON
IN
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<PAGE>
CUSIP No. 742893 50 6 SCHEDULE 13G Page 5 of 11 Pages
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ITEM 1.
(a) Name of Issuer:
The Producers Entertainment Group Ltd.
(b) Address of Issuer's Principal Executive Offices:
5757 Wilshire Boulevard, PH 1
Los Angeles, California 90036
ITEM 2.
(a) Name of Persons Filing:
Joseph Stevens and Company, Inc. (successor to Joseph Stevens
& Company, L.P.), Mr. Joseph Sorbara and Mr. Steven Markowitz
(b) Address of Principal Business Office:
The principal business address for each of
Joseph Stevens & Company, Inc. and Messrs. Sorbara and
Markowitz is:
c/o Joseph Stevens & Company, Inc.
33 Maiden Lane
New York, New York 10038
(c) Citizenship:
Joseph Stevens & Company, Inc. is incorporated in the state of
New York. Mr. Sorbara and Mr. Markowitz are United States citizens.
(d) Title of Class of Securities:
Common Stock, $.001 par value per share (the "Common Stock").
(e) CUSIP Number:
742893 50 6
ITEM 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a) |X| Broker or Dealer registered under Section 15 of
the Act (15 U.S.C. 78o);
(b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c);
(c) |_| Insurance Company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c);
(d) |_| Investment Company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C.80a-8);
(e) |_| An investment advisor in accordance with
ss.240.13d-1(b)(1)(ii)(E);
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CUSIP No. 742893 50 6 SCHEDULE 13G Page 6 of 11 Pages
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(f) |_| An employee benefit plan or endowment fund in accordance
with ss.240.13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in accordance
with ss.240.13d-1(b)(ii)(G);
(h) |_| A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C.1813);
(i) |_| A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C.80a-3);
(j) |_| Group, in accordance with ss.240.13d-1(1)(ii)(J).
ITEM 4. Ownership.
(a) Amount Beneficially Owned:
As of December 31, 1998, Joseph Stevens & Company, Inc. owned warrants
("JSC Warrants") to purchase 200,000 units, each unit consisting of
one and one-third shares of Common Stock and two-thirds of a
redeemable common stock purchase warrant ("Redeemable Warrants"). Each
Redeemable Warrant entitled the holder to purchase an additional share
of Common Stock. The JSC Warrants were exercisable commencing on
September 12, 1997. Additionally, Joseph Stevens & Company, Inc. held
25,415 shares of Common Stock and 73,058 Redeemable Warrants in its
market making account on December 31, 1998. As of December 31, 1998,
each Redeemable Warrant was immediately exercisable to purchase an
additional share of Common Stock. Therefore, as of December 31, 1998,
Joseph Stevens & Company, Inc. beneficially owned 498,473 shares of
Common Stock within the meaning of Rule 13d-3 of the Act.
Mr. Joseph Sorbara was a controlling shareholder, director and officer
of Joseph Stevens & Company, Inc. as of December 31, 1998. Based upon
the foregoing, as of December 31, 1998, Mr. Sorbara beneficially owned
498,473 shares of Common Stock within the meaning of Rule 13d-3 of the
Act.
As of December 31, 1998, Mr. Steven Markowitz owned 1,833 shares of
Common Stock. Additionally, Mr. Markowitz was a controlling
shareholder, director and officer of Joseph Stevens & Company, Inc. as
of December 31, 1998. Based upon the foregoing, as of December 31,
1998, Mr. Markowitz beneficially owned 500,306 shares of Common Stock
within the meaning of Rule 13d-3 of the Act.
(b) Percent of Class:
As of December 31, 1998, Joseph Stevens & Company, Inc., was the
beneficial owner of an aggregate of 498,473shares of Common Stock,
which constituted approximately 5.8% of the shares of Common Stock
outstanding (based upon 8,081,647 shares of Common Stock outstanding
as reported in the Issuer's Form 10-QSB/A for the quarterly period
ended September 30, 1998).
As of December 31, 1998, Mr. Joseph Sorbara was the beneficial owner
of an aggregate of 498,473 shares of Common Stock, which constituted
approximately 5.8% of the shares of Common Stock outstanding (based
upon 8,081,647 shares of Common Stock
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CUSIP No. 742893 50 6 SCHEDULE 13G Page 7 of 11 Pages
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outstanding as reported in the Issuer's Form 10-QSB/A for the
quarterly period ended September 30, 1998).
As of December 31, 1998, Mr. Steven Markowitz was the beneficial owner
of an aggregate of 500,306 shares of Common Stock, which constituted
approximately 5.8% of the shares of Common Stock outstanding (based
upon 8,081,647 shares of Common Stock outstanding as reported in the
Issuer's Form 10-QSB/A for the quarterly period ended September 30,
1998).
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote:
As of December 31, 1998, Joseph Stevens & Company, Inc. had sole
power to vote or direct the vote of 498,473 shares of Common
Stock. See Item 4(a) above. As of December 31, 1998, Joseph
Sorbara had sole power to vote or direct the vote of 498,473
shares of Common Stock. See Item 4(a) above. As of December 31,
1998, Steven Markowitz had sole power to vote or direct the vote
of 500,306 shares of Common Stock. See Item 4(a) above.
(ii) Shared power to vote or direct the vote:
Not applicable.
(iii) Sole power to dispose or to direct the disposition of:
As of December 31, 1998, Joseph Stevens & Company, Inc. had sole
power to dispose or to direct the disposition of 498,473 shares
of Common Stock. See Item 4(a) above. As of December 31, 1998,
Joseph Sorbara had sole power to dispose or to direct the
disposition of 498,473 shares of Common Stock. See Item 4(a)
above. As of December 31, 1998, Steven Markowitz had sole power
to dispose or to direct the disposition of 500,306 shares of
Common Stock. See Item 4(a) above.
(iv) Shared power to dispose or to direct the disposition of:
Not applicable.
ITEM 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
ITEM 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
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CUSIP No. 742893 50 6 SCHEDULE 13G Page 8 of 11 Pages
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ITEM 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company.
Not Applicable.
ITEM 8. Identification and Classification of Members of the Group.
Not Applicable.
ITEM 9. Notice of Dissolution of Group.
Not Applicable.
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.
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CUSIP No. 742893 50 6 SCHEDULE 13G Page 9 of 11 Pages
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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.
February 10, 1999
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(Date)
JOSEPH STEVENS & COMPANY, INC.
/s/Joseph Sorbara
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Joseph Sorbara
Chief Executive Officer
February 10, 1999
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(Date)
/s/Joseph Sorbara
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(Signature)
Joseph Sorbara
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(Name)
February 10, 1999
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(Date)
/s/Steven Markowitz
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(Signature)
Steven Markowitz
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(Name)
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CUSIP No. 742893 50 6 SCHEDULE 13G Page 10 of 11 Pages
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EXHIBIT INDEX
Exhibit No. Title: Sequentially Numbered Page
on Which Exhibit Begins
1. Joint Filing Agreement pursuant 11
to Rule 13d-1(f)(1) under the
Securities Exchange Act of 1934,
as amended, among Joseph Stevens
& Company, Inc., Mr.Joseph Sorbara
and Mr. Steven Markowitz
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CUSIP No. 742893 50 6 SCHEDULE 13G Page 11 of 11 Pages
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EXHIBIT 1
Joint Filing Agreement pursuant to Rule 13d-1(f)(1) under the Securities
Exchange Act of 1934, as amended.
Each of the undersigned hereby agrees to be included in the filing of
the Schedule 13G dated February 10, 1999 with respect to the issued
and outstanding Common Stock of The Producers Entertainment Group
Ltd. beneficially owned by each of the undersigned, respectively.
Dated: February 10, 1999
Joseph Stevens & Company, Inc.
/s/Joseph Sorbara
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Joseph Sorbara
Chief Executive Officer
/s/Joseph Sorbara
--------------------------------------------------
Joseph Sorbara
/s/Steven Markowitz
--------------------------------------------------
Steven Markowitz
