UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
People's Choice TV Corp.
- ------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01
- ------------------------------------------------------------------------------
(Title of Class of Securities)
710847104
------------------------------
(CUSIP Number)
*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).
Page 1 of 6
<PAGE>
CUSIP No. 710847104 13G PAGE 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Matthew Oristano
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
Not applicable (b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5 SOLE VOTING POWER
NUMBER OF 314,475
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 485,292
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
314,475
8 SHARED DISPOSITIVE POWER
485,292
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
799,767
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.1%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Page 3 of 6
Item 1(a) NAME OF ISSUER: People's Choice TV Corp.
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
2 Corporate Drive, Suite 249
Shelton, CT 06484
Item 2(a) NAME OF PERSON FILING: Matthew Oristano
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
c/o People's Choice TV Corp.
2 Corporate Drive, Suite 249
Shelton, Connecticut 06484
Item 2(c) CITIZENSHIP: United States of America
Item 2(d) TITLE OF CLASS OF SECURITIES: Common Stock, par value $.01
Item 2(e) CUSIP NUMBER: 710847104
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b),
CHECK WHETHER THE PERSON FILING IS A:
Not Applicable.
<PAGE>
Page 4 of 6
Item 4. OWNERSHIP AS OF DECEMBER 31, 1996:
(a) Amount Beneficially Owned: 799,767(1,2)
(b) Percent of Class: 6.1%
(c) Number of Shares as to which such person has:
(i) sole power to vote or direct the vote: 314,475(1)
(ii) shared power to vote or direct
the vote: 485,292(2)
(iii) sole power to dispose of or to
direct the disposition of: 314,475(1)
(iv) shared power to dispose of or to
direct the disposition of: 485,292(2)
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not Applicable.
- -----------------
(1) Includes 201,667 shares which Matthew Oristano has an option to
acquire within 60 days pursuant to stock option agreements.
(2) The 485,292 shares that may be deemed beneficially owned by Matthew
Oristano with shared voting and dispositive power include 447,227 shares
owned of record by Alda Multichannels, Ltd., a corporation controlled by
Matthew Oristano and his two brothers, Mark Oristano and Michael
Oristano, 13,226 shares owned of record by Mark Oristano, Michael
Oristano and Matthew Oristano as Trustees under the Trust Agreement dated
May 3, 1983 f/b/o Kelly Robert Oristano, 13,226 shares owned of record by
Mark Oristano, Michael Oristano and Matthew Oristano as Trustees under
the Trust Agreement dated May 3, 1983 f/b/o Stacy Joan Oristano, 6,613
shares owned of record by Victor Oristano and Matthew Oristano as
Trustees of the Marital Trust under Article III.B.1 of the Joan M.
Oristano Revocable Trust under Agreement dated March 1, 1996, and 5,000
shares owned of record by The Oristano Foundation, a not-for-profit
corporation for which Matthew Oristano serves as President and a
director.
<PAGE>
Page 5 of 6
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
With respect to the 485,292 shares that may be deemed
beneficially owned by Matthew Oristano with shared voting and dispositive
power, (i) Matthew Oristano may be deemed to share the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the
sale of, the 447,227 shares owned of record by Alda Multichannels, Ltd.
with members of his immediate family who are shareholders, officers and
directors of Alda Multichannels, Ltd., (ii) Matthew Oristano may be deemed
to share the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the 13,226 shares owned
of record by Mark Oristano, Michael Oristano and Matthew Oristano as
Trustees under the Trust Agreement dated May 3, 1983 f/b/o Kelly Robert
Oristano, the 13,226 shares owned of record by Mark Oristano, Michael
Oristano and Matthew Oristano as Trustees under the Trust Agreement dated
May 3, 1983 f/b/o Stacy Joan Oristano, and the 6,613 shares owned of record
by Victor Oristano and Matthew Oristano as Trustees of the Marital Trust
under Article III.B.1 of the Joan M. Oristano Revocable Trust under
Agreement dated March 1, 1996 with the members of his immediate family who
are co-trustees and beneficiaries of such trusts, and (iii) Matthew
Oristano has no right to receive but may be deemed to share the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
5,000 shares owned of record by The Oristano Foundation with members of his
immediate family who are officers and directors of The Oristano Foundation.
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:
Not Applicable.
<PAGE>
Page 6 of 6
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 13, 1997
/S/ MATTHEW ORISTANO
- ------------------------
Matthew Oristano
