UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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)
December 29, 1995
(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 [X]
PAGE 1 OF 13 PAGES
Exhibit Index Page 12
<PAGE>
CUSIP NO. 710847104 13D PAGE 2 OF 13 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 -0-
SHARES -----------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 661,304
EACH -----------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON -0-
WITH -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
661,304
- -----------------------------------------------------------------------------
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 13 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 60,834
SHARES -----------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 661,304
EACH -----------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 60,834
WITH -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
661,304
- -----------------------------------------------------------------------------
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 13 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 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*
PN
- -----------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 710847104 13D Page 5 of 13 Pages
INTRODUCTION
This Amendment No. 1 (this "Amendment") amends and restates that
certain Schedule 13D dated July 26, 1994 and filed with the Securities
and Exchange Commission on July 27, 1994 (the "Original Schedule 13D";
together with this Amendment, this "Schedule") for the following
reporting persons: Alda Communications Corp. ("Alda CC") and Victor
Oristano ("Oristano"). This Amendment is made in order to add Alda
Limited Partnership (the "Partnership"; together with Alda CC and Oristano,
collectively, the "Reporting Persons") to this Schedule as a filing person
pursuant to Regulation 13d-1(f) under the Securities Exchange Act of 1934,
as amended, and accordingly constitutes the initial filing for the Partnership.
On June 23, 1994, 664,521 shares of Common Stock, $.01 par value
(the "Shares"), of People's Choice TV Corp. (the "Issuer") were received
by Alda CC as part of a pro rata distribution (the "Distribution") by Omni
Microwave Television Partners Limited Partnership ("Omni") to its
partners of Shares held in Omni's portfolio. On May 10, 1995, Alda CC sold
3,217 Shares of the Issuer. On December 29, 1995, Alda CC, at that time the
sole limited partner of the Partnership, contributed all of its assets,
including all 661,304 Shares of the Issuer then owned by Alda CC, to the
capital of the Partnership. In addition, Oristano has options to acquire
60,834 Shares within 60 days of the date hereof pursuant to stock option
agreements with the Issuer.
Oristano is Vice Chairman and a director of the Issuer. Alda CC
is a Delaware corporation, of which Oristano is chairman, a director and the
controlling stockholder. The Partnership is a Delaware limited Partnership,
of which Alda CC at December 29, 1995 was the sole limited partner having
the power as such to remove and replace the sole general partner of the
Partnership and to dissolve the Partnership.
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Schedule 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 Schedule is being filed on behalf of each Reporting Person.
<PAGE>
CUSIP No. 710847104 13D Page 6 of 13 Pages
Alda Communications Corp. is a Delaware corporation ("Alda CC"),
the principal business of which is wireless cable television. The
Address of Alda CC's principal business and principal office is c/o People's
Choice TV Corp., 2 Corporate Drive, Suite 249, Shelton, Connecticut
06484. Set forth below is the name, position, residence or business
address, present principal occupation or employment and the name,
principal business and address of any corporation or other organization
in which such employment is conducted, and the citizenship of each of the
executive officers of Alda CC, who together constitute all of the directors
of Alda CC:
<TABLE>
<CAPTION>
Business of Address of
Name Position Address Occupation Employer Employer Citizenship
- ---- -------- ------- ---------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Victor Oristano Chairman c/o People's Vice Chairman Wireless Cable People's Choice U.S.A.
Choice TV Corp. of Issuer Television TV Corp.
2 Corporate Drive 2 Corporate Drive
Suite 249 Suite 249
Shelton, CT 06484 Shelton, CT 06484
Matthew Oristano President and c/o People's Chairman and Wireless Cable People's Choice U.S.A.
Secretary Choice TV Corp. CEO of Issuer Television TV Corp.
2 Corporate Drive 2 Corporate Drive
Suite 249 Suite 249
Shelton, CT 06484 Shelton, CT 06484
Mark Oristano Vice President c/o People's Writer N/A N/A U.S.A.
Choice TV Corp.
2 Corporate Drive
Suite 249
Shelton, CT 06484
Michael Oristano Vice President c/o People's FBI Special N/A N/A U.S.A.
Choice TV Corp. Agent
2 Corporate Drive
Suite 249
Shelton, CT 06484
</TABLE>
Alda Limited Partnership is a Delaware limited partnership (the
"Partnership"), the principal business of which is to make investments. The
address of the Partnership's principal business and principal office is c/o
Alda, Inc., 2 Corporate Drive, Suite 249, Shelton, Connecticut 06484.
The sole general partner of the Partnership is Alda, Inc., a
Delaware corporation ("Alda Inc."), the principal business of which is to
act as general partner of the Partnership. The address of Alda Inc.'s
principal business and principal office is c/o Alda, Inc., 2 Corporate
Drive, Suite 249, Shelton, Connecticut 06484. Set forth below is the name,
position, residence or business
<PAGE>
CUSIP No. 710847104 13D Page 7 of 13 Pages
address, present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which such
employment is conducted, and the citizenship of each of the executive officers
of Alda Inc., who together constitute all of the directors of Alda Inc.:
<TABLE>
<CAPTION>
Business of Address of
Name Position Address Occupation Employer Employer Citizenship
- ---- -------- ------- ---------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Matthew Oristano President and c/o People's Chairman and Wireless Cable People's Choice U.S.A.
Secretary Choice TV Corp. CEO of Issuer Television TV Corp.
2 Corporate Drive 2 Corporate Drive
Suite 249 Suite 249
Shelton, CT 06484 Shelton, CT 06484
Victor Oristano Chairman c/o People's Vice Chairman Wireless Cable People's Choice U.S.A.
Choice TV Corp. of Issuer Television TV Corp.
2 Corporate Drive 2 Corporate Drive
Suite 249 Suite 249
Shelton, CT 06484 Shelton, CT 06484
</TABLE>
No Reporting Person nor any other person named above has, during the
last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violations with respect
to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On June 23, 1994, Alda CC received 664,521 Shares as part of the
Distribution. The Distribution was without any requirement that the partners
of Omni furnish any consideration in return for the distributed Shares.
On December 29, 1995, Alda CC, at that time the sole limited partner
of the Partnership, contributed all of its assets, including all 661,304
Shares of the Issuer then owned by Alda CC, to the capital of the Partnership.
Such contribution to the Partnership was without any requirement that the
Partnership furnish any consideration. This Amendment is made as a result
of such contribution of Shares to the Partnership in order to add the
Partnership to this Schedule as a filing person pursuant to Regulation
13d-1(f) under the Securities Exchange Act of 1934, as amended.
<PAGE>
CUSIP No. 710847104 13D Page 8 of 13 Pages
Oristano's option to acquire 60,000 shares within 60 days of the
date hereof was granted in April 1993 and his option to acquire 834 shares
within 60 days of the date hereof was granted in December 1994, in each case
by the Issuer pursuant to a stock option agreement.
ITEM 4. PURPOSE OF TRANSACTION
See Item 3 above with respect to the Distribution and Oristano's
stock options.
On December 29, 1995, Alda CC, at that time the sole limited partner
of the Partnership, contributed all of its assets, including all 661,304 Shares
of the Issuer then owned by Alda CC, to the capital of the Partnership for
Oristano family wealth and tax planning purposes.
The Reporting Persons have no plans or proposals which relate to or
would result in any of the consequences listed in paragraphs (a) - (j) of
Item 4 of Schedule 13D.
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 as of December 29, 1995:
<PAGE>
CUSIP No. 710847104 13D Page 9 of 13 Pages
<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 0 661,304<F1> 661,304<F1> 5.1%<F1>
Communications
Corp.
Alda Limited 661,304 0 661,304 5.1%
Partnership
Alda Inc. 0 661,304<F2> 661,304<F2> 5.1%<F2>
Victor Oristano 60,834<F3> 661,304<F4> 722,138<F3><F4> 5.6%<F3><F4>
Matthew Oristano 558,894<F5> 661,304<F6> 1,220,198<F5><F6> 9.4%<F5><F6>
Mark Oristano 0 0 0 0.0%
Michael Oristano 0 0 0 0.0%
<FN>
<F1> The 661,304 Shares that may be deemed beneficially owned by Alda CC
with shared voting and dispositive power as of December 29, 1995 were
owned by the Partnership, of which Alda CC was then the sole limited
partner having the power as such to remove and replace the sole general
partner of the Partnership and to dissolve the Partnership.
<F2> The 661,304 Shares that may be deemed beneficially owned by Alda Inc.
with shared voting and dispositive power as of December 29, 1995 were
owned by the Partnership, of which Alda Inc. was the sole general
partner.
<F3> Includes 60,834 Shares which Victor Oristano has an option to acquire
within 60 days of the date hereof pursuant to stock option agreements.
<F4> The 661,304 Shares that may be deemed beneficially owned by Victor
Oristano with shared voting and dispositive power as of December 29,
1995 were owned by the Partnership. Oristano is the Chairman, a
director and the controlling stockholder of Alda CC, then the sole
limited partner of the Partnership having the power as such to remove
and replace the sole general partner of the Partnership and to dissolve
the Partnership, and a director and Vice President and the Secretary of
Alda Inc., the sole general partner of the Partnership.
<F5> 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.
<F6> The 661,304 Shares that may be deemed beneficially owned by Matthew
Oristano with shared voting and dispositive power as of December 29,
1995 were owned by the Partnership. Matthew Oristano is the President,
Secretary and a director of Alda CC, which was at December 29, 1995 the
sole limited partner of the Partnership, and President, a director and
the controlling stockholder of Alda Inc., the sole general partner of
the Partnership.
</FN>
</TABLE>
<PAGE>
CUSIP No. 710847104 13D Page 10 of 13 Pages
(c) None.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
On April 30, 1993, non-qualified options to purchase shares were
granted by the Issuer to Victor Oristano and Matthew Oristano in the amounts
of 100,000 Shares (of which 60,000 Shares are exercisable) and 200,000 Shares
(of which 120,000 Shares are exercisable), respectively, at a per share
exercise price of $10.50, pursuant to option agreements between the Issuer
and each of Victor Oristano and Matthew Oristano. The option agreements
entitle the grantees to exercise the options on the tenth anniversary of the
effective date of grant, subject to certain accelerated exercise rights
beginning on April 30, 1994.
Except as otherwise noted in this Schedule, none of the Reporting
Persons nor any of the other persons named in Item 2 of this Schedule 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 December 29, 1995 among Reporting Persons
relating to filing of joint acquisition statements.
<PAGE>
CUSIP No. 710847104 13D Page 11 of 13 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 10, 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 10, 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 10, 1996 ALDA LIMITED PARTNERSHIP
By: ALDA, INC
Its: General Partner
By: \s\Victor Oristano
-------------------------------
Victor Oristano
Vice President
<PAGE>
CUSIP No. 710847104 13D Page 12 of 13 Pages
EXHIBIT INDEX
Exhibit
Number Description Page
- ------ ----------- ----
1 Agreement, dated as of December 29, 1995 among Reporting 13
Persons relating to filing of joint acquisition statements.
<PAGE>
CUSIP No. 710847104 13D Page 13 of 13 Pages
EXHIBIT 1
---------
AGREEMENT
This Agreement is made as of the 29th day of December, 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 July 26, 1994 among Alda and
Oristano 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, Oristano and 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
<PAGE>
