UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
PEOPLE'S CHOICE TV CORP.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
710847104
(CUSIP Number)
Victor Oristano
c/o People's Choice TV Corp.
2 Corporate Drive, Suite 249
Shelton, Connecticut 06484
(203) 929-2800
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
January 29, 1996
(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 [ ]
Page 1 of 11 pages
Exhibit Index Page 10
<PAGE>
CUSIP NO. 710847104 13D PAGE 2 OF 11 PAGES
--------- -- --
- -----------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alda Communications Corp.
- -----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- -----------------------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------------------
4. SOURCE OF FUNDS*
00 (See Item 3)
- -----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
- -----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware corporation
- -----------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 661,304
SHARES -----------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH -----------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 661,304
WITH -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
- -----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
661,304
- -----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- -----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
- -----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
- -----------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 710847104 13D PAGE 3 OF 11 PAGES
--------- -- --
- -----------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Victor Oristano
- -----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- -----------------------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------------------
4. SOURCE OF FUNDS*
00 (See Item 3)
- -----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
- -----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -----------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 722,138
SHARES -----------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH -----------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 722,138
WITH -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
- -----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
722,138
- -----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- -----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
- -----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
- -----------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 710847104 13D PAGE 4 OF 11 PAGES
--------- -- --
- -----------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alda Limited Partnership
- -----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- -----------------------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------------------
4. SOURCE OF FUNDS*
00 (See Item 3)
- -----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
- -----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited partnership
- -----------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF -0-
SHARES -----------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH -----------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON -0-
WITH -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
- -----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
- -----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- -----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
- -----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
PN
- -----------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 710847104 13D Page 5 of 11 Pages
INTRODUCTION
This Statement constitutes Amendment No. 2 (this "Amendment") to
that certain Schedule 13D dated July 26, 1994 and filed with the
Securities and Exchange Commission (the "Commission") on July 27, 1994,
as amended by that certain Amendment No. 1 dated June 10, 1996 and filed
with the Commission on June 19, 1996 (as so amended, the "Amended
Schedule 13D"), for the following reporting persons: Alda Communications
Corp. ("Alda CC"), Victor Oristano ("Oristano") and Alda Limited Partnership
(the "Partnership"; together with Alda CC and Oristano, collectively, the
"Reporting Persons"). This Amendment is made in order to remove the
Partnership from its status as a reporting person on the Amended Schedule
13D (as amended hereby).
On January 29, 1996, the Partnership distributed all 661,304
shares of Common Stock, $.01 par value (the "Shares"), of People's Choice
TV Corp. (the "Issuer") then owned by the Partnership to Alda CC, at that
time its sole limited partner, such that the Partnership was no longer
the beneficial owner of any Shares of the Issuer.
Capitalized terms used herein and not defined herein have the
respective meanings set forth in the Amended Schedule 13D. Except as
expressly amended hereby, the statements in the Amended Schedule 13D
remain unchanged.
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Amendment relates
is the Issuer's Common Stock, $.01 par value. The Issuer is People's
Choice TV Corp. and its principal executive offices are located at 2
Corporate Drive, Suite 249, Shelton, Connecticut 06484.
ITEM 2. IDENTITY AND BACKGROUND
This Amendment is being filed on behalf of the Reporting Persons
in order to remove the Partnership from the Amended Schedule 13D (as amended
hereby) as a Reporting Person.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On January 29, 1996, the Partnership distributed all 661,304
Shares of the Issuer then owned by the Partnership to Alda CC, at that time
its sole limited partner. Such distribution of Shares by the Partnership
to Alda CC was without any requirement that Alda CC furnish any consideration
in return for the distributed Shares. Upon such distribution of Shares,
the Partnership no longer beneficially owned any Shares of the Issuer.
This Amendment is made as a result of such distribution of Shares by the
Partnership to Alda CC in order to remove the Partnership from the Amended
Schedule 13D (as amended hereby) as a filing person.
<PAGE>
CUSIP No. 710847104 13D Page 6 of 11 Pages
ITEM 4. PURPOSE OF TRANSACTION
For Oristano family wealth and tax planning purposes, the
Partnership distributed on January 29, 1996 all 661,304 Shares of the
Issuer it then owned to Alda CC, which was then its sole limited partner.
In addition, for Oristano family wealth and tax planning purposes, Alda CC
has proposed to the Issuer that Alda CC be merged with and into the Issuer,
with the Issuer as the surviving corporation, such that all 661,304
Shares of the Issuer owned by Alda CC at the effective time of such merger
would become treasury shares of the Issuer and an equal number of Shares
would be issued to the stockholders of Alda CC in a non-taxable transaction.
Except as otherwise noted in the Amended Schedule 13D and this
Amendment, the Reporting Persons have no plans or proposals which would
result in any of the consequences listed in paragraphs (a) - (j) of Item
4 of Schedule 13D.
<PAGE>
CUSIP No. 710847104 13D Page 7 of 11 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b) Set forth in the table below are the number and
percentage of Shares beneficially owned by each Reporting Person and each
other person named in Item 2 from January 29, 1996 through the date
hereof:
<TABLE>
<CAPTION>
Number Of
Number Of Shares Shares Beneficially
Beneficially Owned Owned With Shared Aggregate Number Percentage
With Sole Voting And Voting And Of Shares Of Shares
Name Dispositive Power Dispositive Power Beneficially Owned Beneficially Owned
---- -------------------- ------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
Alda 661,304 0 661,304 5.1%
Communications
Corp.
Alda Limited 0 0 0 0.0%
Partnership
Alda Inc. 0 0 0 0.0%
Victor Oristano 722,138<F1> 0 722,138<F1> 5.6<F1>
Matthew Oristano 558,894<F2> 661,304<F3> 1,220,198<F2><F3> 9.4%<F2><F3>
(c) None.
(d) None.
(e) On January 29, 1996, the Partnership distributed all 661,304
Shares of the Issuer it then beneficially owned to Alda CC, which was then its
sole limited partner. Accordingly, on such date, the Partnership ceased to be
the beneficial owner of more than five percent (5%) of the Shares.
<FN>
<F1> Includes 60,834 Shares which Victor Oristano has an option to acquire
within 60 days of the date hereof pursuant to stock option agreements
and 661,304 Shares owned of record by Alda CC, of which Victor Oristano
is chairman, a director and the controlling stockholder.
<F2> Includes 121,667 shares which Matthew Oristano has an option to acquire
within 60 days of the date hereof pursuant to stock option agreements
and 437,227 Shares owned of record by Alda Multichannels, Ltd., a
corporation controlled by Matthew Oristano and his two brothers.
<F3> The 661,304 Shares that may be deemed beneficially owned by Matthew
Oristano with shared voting and dispositive power from January 29, 1996
through the date hereof are owned of record by Alda CC. Matthew Oristano
is the President, Secretary and a director of Alda CC and may be deemed to
share with Alda CC and Victor Oristano voting and dispositive power as to
the 661,304 Shares owned of record by Alda CC.
</FN>
</TABLE>
<PAGE>
CUSIP No. 710847104 13D Page 8 of 11 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Except as otherwise noted in the Amended Schedule 13D (as amended
hereby), none of the Reporting Persons nor any of the other persons named in
Item 2 of this Statement has any contract, arrangement, understanding or
relationship (legal or otherwise) with any person with respect to any
securities of the Issuer, including, but not limited to, transfer or voting of
such securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or loss or the giving
or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit
Number Description
- -------- -----------
1 Agreement dated as of January 29, 1996 among Reporting Persons
relating to filing of joint acquisition statements.
<PAGE>
CUSIP No. 710847104 13D Page 9 of 11 Pages
SIGNATURES
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: June 11, 1996 ALDA COMMUNICATIONS CORP.
By: \s\Victor Oristano
-------------------------------
Victor Oristano
Chairman
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: June 11, 1996 \s\Victor Oristano
-------------------------------
Victor Oristano
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: June 11, 1996 ALDA LIMITED PARTNERSHIP
By: ALDA, INC
Its: General Partner
By: \s\Victor Oristano
-------------------------------
Victor Oristano
Vice President
<PAGE>
CUSIP No. 710847104 13D Page 10 of 11 Pages
EXHIBIT INDEX
Exhibit
Number Description Page
- ------ ----------- ----
1 Agreement, dated as of January 29, 1996 among Reporting 11
Persons relating to filing of joint acquisition statements.
<PAGE>
EXHIBIT 1
---------
AGREEMENT
This Agreement is made as of the 29th day of January, 1995 by and
among Alda Communications Corp. ("Alda"), Victor Oristano ("Oristano") and
Alda Limited Partnership (the "Partnership").
The parties hereto hereby agree as follows:
1. That certain Agreement dated as of December 29, 1995 among Alda,
Oristano and the Partnership with respect to filing the information required
by Schedule 13D under the Securities Exchange Act of 1934 with respect to
beneficial ownership of the shares of Common Stock of People's Choice TV Corp.,
a Delaware corporation, is hereby superseded by this Agreement in all respects.
2. One statement containing the information required by Schedule
13D under the Securities Exchange Act of 1934 with respect to beneficial
ownership of the shares of Common Stock of People's Choice TV Corp., a Delaware
corporation, may be filed with the Securities and Exchange Commission on behalf
of each of Alda and Oristano, but shall no longer be filed on behalf of the
Partnership.
3. This Agreement may be executed in counterparts.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
ALDA COMMUNICATIONS CORP.
By: \s\Victor Oristano
----------------------------------
Victor Oristano, Chairman
\s\Victor Oristano
-------------------------------------
Victor Oristano
ALDA LIMITED PARTNERSHIP
By: ALDA, INC
By: \s\Victor Oristano
-------------------------------
Victor Oristano, Vice President
