SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
-----------------------------------------
(Amendment No. 5)
People's Choice TV Corp.
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(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
710847104
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(CUSIP Number)
Robert L. Friedman Wireless Holding LLC
Blackstone Management C/o Murray Capital
Associates II L.L.C. Management, Inc.
345 Park Avenue Attn: James B. Hoffman
New York, New York 10154 110 East 59th Street
(212) 935-2626 New York, New York 10022
(212) 588-1511
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(Names, Addresses and Telephone Numbers of Persons
Authorized to Receive Notices and Communications)
May 21, 1999
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(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
statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box: [ ]
<PAGE>
CUSIP No. 710847104 13D
(1) NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Blackstone Capital Partners II Merchant Banking Fund L.P.
I.R.S. Identification No. - 13-3805280
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) / /
(b) /x/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
00
(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
(7) SOLE VOTING POWER
0
(8) SHARED VOTING POWER
NUMBER OF SHARES BENE- 417,436.87
FICIALLY OWNED BY EACH
REPORTING PERSON WITH (9) SOLE DISPOSITVE POWER
0
(10) SHARED DISPOSITIVE POWER
417,436.87
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
417,436.87
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
3.1%
(14) TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 710847104 13D
(1) NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Blackstone Offshore Capital Partners II L.P.
I.R.S. Identification No. - Not Applicable
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) / /
(b) /x/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
00
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
(7) SOLE VOTING POWER
0
(8) SHARED VOTING POWER
NUMBER OF SHARES BENE- 109,531.76
FICIALLY OWNED BY EACH
REPORTING PERSON WITH (9) SOLE DISPOSITVE POWER
0
(10) SHARED DISPOSITIVE POWER
109,531.76
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
109,531.76
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.8%
(14) TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 710847104 13D
(1) NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Blackstone Family Investment Partnership II L.P.
I.R.S. Identification No. - 13-3702088
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) / /
(b) /x/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
00
(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
(7) SOLE VOTING POWER
0
(8) SHARED VOTING POWER
NUMBER OF SHARES BENE- 28,531.37
FICIALLY OWNED BY EACH
REPORTING PERSON WITH (9) SOLE DISPOSITVE POWER
0
(10) SHARED DISPOSITIVE POWER
28,531.37
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,531.37
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.2%
(14) TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 7010847104 13D
(1) NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Blackstone Management Associates II L.L.C.
I.R.S. Identification No. - 13-3734135
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) / /
(b) /x/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
00
(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
(7) SOLE VOTING POWER
0
(8) SHARED VOTING POWER
NUMBER OF SHARES BENE- 555,500
FICIALLY OWNED BY EACH
REPORTING PERSON WITH (9) SOLE DISPOSITVE POWER
0
(10) SHARED DISPOSITIVE POWER
555,500
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
555,500
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.1%
(14) TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 7010847104 13D
(1) NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Wireless Holding LLC
I.R.S. Identification No. - 13-4045417
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) / /
(b) /x/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
00
(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
(7) SOLE VOTING POWER
0
(8) SHARED VOTING POWER
NUMBER OF SHARES BENE- 555,500
FICIALLY OWNED BY EACH
REPORTING PERSON WITH (9) SOLE DISPOSITVE POWER
0
(10) SHARED DISPOSITIVE POWER
555,500
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
555,500
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.1%
(14) TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 7010847104 13D
(1) NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Murray Capital Management, Inc.
I.R.S. Identification No. - 13-3832203
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) / /
(b) /x/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
00
(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
(7) SOLE VOTING POWER
0
(8) SHARED VOTING POWER
NUMBER OF SHARES BENE- 555,500
FICIALLY OWNED BY EACH
REPORTING PERSON WITH (9) SOLE DISPOSITVE POWER
0
(10) SHARED DISPOSITIVE POWER
555,500
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
555,500
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.1%
(14) TYPE OF REPORTING PERSON*
C0
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Amendment No. 5 to Schedule 13D
Amendment No. 5 to this Schedule 13D is being filed jointly by
Blackstone Capital Partners II Merchant Banking Fund L.P., a Delaware limited
partnership ("BCP II"), Blackstone Offshore Capital Partners II L.P., a Cayman
Islands exempted limited partnership ("BOCP II"), Blackstone Family Investment
Partnership II L.P. a Delaware limited partnership ("BFIP II"), Blackstone
Management Associates II L.L.C., a Delaware limited liability company
("Blackstone Management"), Wireless Holding LLC, a Delaware limited liability
company ("Wireless Holding"), and Murray Capital Management, Inc., a Delaware
corporation ("Murray Capital") (the foregoing, collectively, the "Reporting
Persons"). Capitalized terms used herein without definition have the meanings
set forth in the Reporting Persons' Schedule 13D as amended by Amendments No. 1
to 3 thereto.
Item 5 is hereby amended as follows:
Item 5. Interest in Securities of the Issuer.
On May 21, 1999, Sprint exercised its previously reported option to
purchase 123,699 shares of Preferred Stock for an aggregate purchase price of
$4,480,109, plus interest totalling $34,347.50.
After giving effect to the exercise of the option, BCP II, BOCP II and
BFIP II may be deemed to beneficially own approximately 93,932.69, 24,647.11 and
6,420.20 shares of Preferred Stock, respectively, all of which are convertible,
at any time into approximately 417,436.87, 109,531.76 and 28,531.37 shares of
Common Stock, respectively. Wireless Holding is the beneficial owner of an
aggregate of 125,000 of Preferred Stock, which are convertible, at any time into
approximately 555,500 shares of Common Stock. Such shares of Common Stock would
represent in the aggregate approximately 4.1%the total number of shares of
Common Stock outstanding as of May 12, 1999 (based on the number of shares
outstanding on such date as represented by the Issuer), after giving effect to
the issuance of such additional Common Stock upon the conversion of the
Preferred Stock.
As of May 21, 1999, the Reporting Persons ceased to be the beneficial
owners of more than 5% of the Company's Common Stock.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
BLACKSTONE CAPITAL PARTNERS II
MERCHANT BANKING FUND L.P.
By: BLACKSTONE MANAGEMENT
ASSOCIATES II L.L.C.
By: /s/ Robert L.Friedman
--------------------------
Name: Robert L. Friedman
Title: Authorized Person
BLACKSTONE OFFSHORE CAPITAL
PARTNERS II L.P.
By: BLACKSTONE MANAGEMENT
ASSOCIATES II L.L.C.
By: /s/ Robert L. Friedman
---------------------------
Name: Robert L. Friedman
Title: Authorized Person
BLACKSTONE FAMILY INVESTMENT
PARTNERSHIP II L.P.
By: BLACKSTONE MANAGEMENT
ASSOCIATES II L.L.C.
By: /s/ Robert L. Friedman
---------------------------
Name: Robert L. Friedman
Title: Authorized Person
BLACKSTONE MANAGEMENT
ASSOCIATES II L.L.C.
By: /s/ Robert L. Friedman
---------------------------
Name: Robert L. Friedman
Title: Authorized Person
WIRELESS HOLDING L.L.C.
By: /s/ Marti P. Murray
---------------------------
Name: Marti P. Murray
Title: Authorized Person
MURRAY CAPITAL MANAGEMENT, INC.
By: /s/ Marti P. Murray
-----------------------------
Name: Marti P. Murray
Title: President and Secretary
Dated: May 27, 1999
