SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
People's Choice TV Corp.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
710847104
(CUSIP Number)
Andrew S. Paul, Esq.
c/o Tudor Investment Corporation
One Liberty Plaza (51st Floor)
New York, New York 10006
(212) 602-6700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 23, 1999
(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 [ ].
<PAGE>
- --------------------
CUSIP NO. 710847104
- --------------------
- -----------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tudor Investment Corporation
TIN: 22-2514825
- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X ]
- -----------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- -----------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[X ]
- -----------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -----------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 628,600
EACH ------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH ------------------------------------------
10 SHARED DISPOSITIVE POWER
628,600
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
628,600
- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- -----------------------------------------------------------------
<PAGE>
- --------------------
CUSIP NO. 710847104
- --------------------
- -----------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul Tudor Jones, II
TIN:
- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X ]
- -----------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- -----------------------------------------------------------------
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 of America
- -----------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 670,000
EACH ------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH ------------------------------------------
10 SHARED DISPOSITIVE POWER
670,000
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
670,000
- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- -----------------------------------------------------------------
<PAGE>
- --------------------
CUSIP NO. 710847104
- --------------------
- -----------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Raptor Global Fund Ltd.
TIN: n/a
- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X ]
- -----------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- -----------------------------------------------------------------
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
NUMBER OF 0
SHARES ------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 332,800
EACH ------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH ------------------------------------------
10 SHARED DISPOSITIVE POWER
332,800
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
332,800
- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- -----------------------------------------------------------------
<PAGE>
- --------------------
CUSIP NO. 710847104
- --------------------
- -----------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Raptor Global Fund L.P.
TIN: 13-3735415
- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X ]
- -----------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- -----------------------------------------------------------------
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
NUMBER OF 0
SHARES ------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 88,100
EACH ------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH ------------------------------------------
10 SHARED DISPOSITIVE POWER
88,100
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
88,100
- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- -----------------------------------------------------------------
<PAGE>
- --------------------
CUSIP NO. 710847104
- --------------------
- -----------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Upper Mill Capital Appreciation Fund Ltd.
TIN: n/a
- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X ]
- -----------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- -----------------------------------------------------------------
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
NUMBER OF 0
SHARES ------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 39,600
EACH ----------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH ------------------------------------------
10 SHARED DISPOSITIVE POWER
39,600
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
39,600
- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- -----------------------------------------------------------------
<PAGE>
- --------------------
CUSIP NO. 710847104
- --------------------
- -----------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tudor BVI Futures, Ltd.
TIN: n/a
- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X ]
- -----------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- -----------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
- -----------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
- -----------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 168,100
EACH ------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH ------------------------------------------
10 SHARED DISPOSITIVE POWER
168,100
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
168,100
- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- -----------------------------------------------------------------
<PAGE>
- --------------------
CUSIP NO. 710847104
- --------------------
- -----------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tudor Proprietary Trading, L.L.C.
TIN: 13-3720063
- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X ]
- -----------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- -----------------------------------------------------------------
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
NUMBER OF 0
SHARES ------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 41,400
EACH ------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH ------------------------------------------
10 SHARED DISPOSITIVE POWER
41,400
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
41,400
- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
- -----------------------------------------------------------------
<PAGE>
Item 1. Security and Issuer
This Schedule 13D, dated April 30, 1999, relates to the Common
Stock, $0.01 par value per share ("Common Stock"), of People's Choice TV Corp.,
a Delaware corporation (the "Company"), and is filed by Tudor Investment
Corporation, a Delaware corporation ("TIC"), Paul Tudor Jones, II, a natural
person and a citizen of the United States ("Mr. Jones"), The Raptor Global Fund
Ltd., a company organized under the laws of the Cayman Islands ("Raptor Ltd."),
The Raptor Global Fund L.P., a Delaware limited partnership ("Raptor L.P."), The
Upper Mill Capital Appreciation Fund Ltd., a company organized under the laws of
the Cayman Islands ("Upper Mill"), Tudor Proprietary Trading, L.L.C., a Delaware
limited liability company ("TPT"), and Tudor BVI Futures, Ltd., a corporation
organized under the laws of the British Virgin Islands ("Tudor BVI" and
collectively with TIC, Mr. Jones, Raptor Ltd., Raptor L.P., Upper Mill and TPT,
the "Reporting Persons").* The summaries of information on the schedules
attached hereto are qualified in their entirety by reference to such schedules,
which are incorporated by reference herein.
The Company's principal executive offices are located at 2
Corporate Drive, Suite 249, Shelton, CT 06484.
Item 2. Identity and Background.
The Reporting Persons are TIC, Mr. Jones, Raptor Ltd., Raptor
L.P., Upper Mill, TPT and Tudor BVI. The business address of each of TIC, Mr.
Jones, Raptor L.P., and TPT is c/o Tudor Investment Corporation, 600 Steamboat
Road, Greenwich, Connecticut 06830. The business address of each of Raptor Ltd.,
Upper Mill and Tudor BVI is c/o Curacao International Trust Company N.V., Kaya
Flamboyan 9, Curacao, Netherlands Antilles.
TIC is an international money management firm that provides
investment advice to Raptor Ltd., Raptor L.P., Upper Mill and Tudor BVI, among
others. TIC is also the sole general partner of Raptor L.P.
Mr. Jones' principal employment is as Chairman and Chief
Executive Officer of TIC of which he owns a majority of the capital stock and
voting securities.
Each of Raptor Ltd., Raptor L.P., Upper Mill, TPT and Tudor
BVI is an investment fund which principally invests in debt, equity, derivative
securities and other financial
- --------------------------
* For purposes of this Statement on Schedule 13D the Reporting Persons have
filed as a "group". Nevertheless, the Reporting Persons hereby disclaim that
they are members of a "group" for purposes of Section 13(d) of the Securities
Exchange Act of 1934 or for any other purpose.
<PAGE>
instruments for the benefit of the holders of its partnership, stock and other
capital securities.
The name, residence or business address, present principal
occupation or employment, the name, principal business and address of any
corporation or other organization in which such employment is conducted and the
citizenship of each natural person that is a director or executive officer of
TIC, Raptor Ltd., TPT, Upper Mill or Tudor BVI is set forth on Schedule I hereto
and is incorporated by reference herein.
During the last five years, none of the Reporting Persons, or
to the best knowledge and belief of the Reporting Persons, any of the
individuals listed on Schedule I hereto, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which any Reporting Person or any person listed on
Schedule I was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting activities subject to, federal or state
securities laws or finding any violation of such law, except as follows:
On September 12, 1996, TIC settled a proceeding with the
Securities and Exchange Commission (the "SEC") relating to alleged violations of
the "uptick rule" in connection with certain sales of stock over a two day
period in March 1994. Without admitting or denying the SEC's findings, TIC paid
a civil penalty of $800,000, and agreed not to violate the uptick rule in the
future.
Item 3. Source and Amount of Funds or Other Consideration.
The shares of Common Stock beneficially owned by each of
Raptor Ltd., Raptor L.P., Upper Mill, TPT and Tudor BVI were acquired in open
market purchases for cash. The cash used to make these purchases consisted of
capital contributions and the proceeds from earlier investments and cash
borrowed pursuant to margin loans with Morgan Stanley & Co. Incorporated, which
are secured by all of the shares of Common Stock.
Item 4. Purpose of Transaction.
Each of Raptor Ltd., Raptor L.P., Upper Mill, TPT and Tudor
BVI initially acquired the Common Stock beneficially owned by such Reporting
Person for investment purposes. The Reporting Persons have entered into a
Stockholder and Option Agreement with Sprint Corporation ("Sprint"), pursuant to
which the Reporting Persons have granted to Sprint the right to vote the Common
Stock and have further agreed not to sell the Common Stock to any persons other
than Sprint without Sprint's prior consent.
<PAGE>
Item 5. Interest in Securities of the Issuer.
Attached hereto as Schedule II is a list of the transactions
by each of the Reporting Persons in Common Stock in the past sixty days.
Because TIC is the sole general partner of Raptor L.P. and
provides investment advisory services to Raptor Ltd., Raptor L.P., Upper Mill
and Tudor BVI, TIC may be deemed to beneficially own the shares of Common Stock
owned by each of such Reporting Persons. In addition, because Mr. Jones owns a
majority of the capital stock and voting securities of TIC and indirectly owns a
majority of the equity interests in TPT, Mr. Jones may be deemed to beneficially
own the shares of Common Stock deemed beneficially owned by TIC and TPT.
Based on information contained in the Company's Quarterly
Report on Form 10-Q that there were 12,923,817 shares of Common Stock issued and
outstanding as of November 10, 1998, each Reporting Person beneficially owns
(or, with respect to TIC and Mr. Jones, may be deemed to beneficially own) the
number and percentage of outstanding shares of Common Stock listed in the
responses to Items 11 and 13, respectively, of the cover page filed herewith for
such Reporting Person. In addition, the number of shares of Common Stock
beneficially owned (or, with respect to TIC and Mr. Jones, which may be deemed
beneficially owned) by each Reporting Person with respect to which such
Reporting Person (i) has sole voting power, (ii) shares voting power, (iii) has
sole dispositive power and (iv) shares dispositive power are listed in the
responses to Items 7, 8, 9 and 10, respectively, of the cover page filed
herewith for such Reporting Person. The voting and dispositive power is reported
as shared because each of the Reporting Persons (other than TIC, TPT and Mr.
Jones) has the power to remove TIC as its investment advisor or general partner.
Each of the Reporting Persons (other than TIC and Mr. Jones) expressly disclaim
beneficial ownership of the shares of Common Stock beneficially owned by any
other Reporting Person and each of TIC and Mr. Jones disclaim beneficial
ownership of the Common Stock beneficially owned by Raptor Ltd., Raptor L.P.,
Upper Mill, Tudor BVI and TPT.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to Securities
of the Issuer
Pursuant to a Stockholder and Option Agreement with Sprint
entered into on behalf of the Reporting Persons, the Reporting Persons have
granted to Sprint the right to vote the Common Stock and have further agreed not
to sell the Common Stock to any persons other than Sprint without Sprint's prior
consent.
<PAGE>
Item 7. Material to Be Filed as Exhibits
Form of Stockholder and Option Agreement.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Schedule 13D is true,
complete and correct.
Dated: April 30, 1999
TUDOR INVESTMENT CORPORATION
By: \s\ Andrew S. Paul
-------------------------
Name: Andrew S. Paul
Title: Managing Director &
General Counsel
\s\ Paul Tudor Jones, II
----------------------------
Paul Tudor Jones, II
THE RAPTOR GLOBAL FUND LTD.
By: TUDOR INVESTMENT CORPORATION,
Trading Advisor
By: \s\ Andrew S. Paul
-------------------------
Name: Andrew S. Paul
Title: Managing Director &
General Counsel
THE RAPTOR GLOBAL FUND L.P.
By: TUDOR INVESTMENT CORPORATION,
General Partner
By: \s\ Andrew S. Paul
-------------------------
Name: Andrew S. Paul
Title: Managing Director &
General Counsel
<PAGE>
THE UPPER MILL CAPITAL APPRECIATION FUND
LTD.
By: TUDOR CAPITAL (U.K.), L.P.
General Partner
By: \s\ Andrew S. Paul
-------------------------
Name: Andrew S. Paul
Title: Managing Director &
General Counsel
TUDOR BVI FUTURES, LTD.
By: TUDOR INVESTMENT CORPORATION,
Trading Advisor
By: \s\ Andrew S. Paul
-------------------------
Name: Andrew S. Paul
Title: Managing Director &
General Counsel
TUDOR PROPRIETARY TRADING, L.L.C.
By: \s\ Andrew S. Paul
-------------------------
Name: Andrew S. Paul
Title: Managing Director &
General Counsel
<PAGE>
Schedule I
EXECUTIVE OFFICERS AND DIRECTORS
OF THE REPORTING PERSONS
I. TIC
The name, residence or business address, present principal
occupation or employment, the name, principal business and address of any
corporation or other organization in which such employment is conducted and the
citizenship of each executive officer or director of TIC is set forth below.
Unless otherwise indicated (i) the principal occupation or employment of such
person is as an executive officer or director of TIC, (ii) the business address
of such person is c/o TIC at the address of TIC set forth under Item 2 of this
Schedule 13D, (iii) such person is a citizen of the United States and (iv) to
the knowledge of the Reporting Persons, such person does not beneficially own
and has not had any transactions in the Common Stock.
Principal Occupation/
Name Business Address
Paul Tudor Jones, II* Chairman of the Board of Directors, Chief Executive
Officer of TIC.
Mark F. Dalton Director and President of TIC.
John G. Macfarlane, III Director, Chief Operating Officer and Managing
Director of TIC.
James J. Pallotta Director and Managing Director of TIC.
David E. Allanson Director of TIC. Mr. Allanson is an executive
Citizen of United officer of Tudor Capital (U.K.), Ltd., an affiliate
Kingdom of TIC located at The Upper Mill, Kingston Road,
Ewell, Surrey KT17 2AF, England.
Andrew S. Paul Director, Managing Director, General Counsel and
Corporate Secretary of TIC.
Richard L. Fisher Director of TIC. Mr. Fisher is Managing Director of
Investments and Acquisitions and a Managing Director
of Dunavant Enterprises, Inc., 3797 Getwell Road,
Memphis, TN 38118.
Mark Pickard Director, Managing Director and Chief Financial
Officer of TIC.
Robert P. Forlenza Director and Managing Director of TIC.
- ---------------------------
* See Item 5 of this Schedule 13D for a discussion of Mr. Jones' potential
beneficial ownership of Common Stock.
<PAGE>
II. RAPTOR LTD.
The name, residence or business address, present principal
occupation or employment, the name, principal business and address of any
corporation or other organization in which such employment is conducted and the
citizenship of each executive officer or director of Raptor Ltd. is set forth
below. To the knowledge of the Reporting Persons, such person does not
beneficially own and has not had any transactions in the Common Stock.
Principal Occupation/
Name Business Address
Inter Caribbean Director of Raptor Ltd. The principal
Services Ltd. place of business of Inter Caribbean
Incorporated in Services Ltd. is c/o Curacao International
British Virgin Trust Company N.V. ("CITCO"), Kaya Flamboyan
Islands 9, Curacao, Netherlands Antilles.
Bernard A. Loze Director of Raptor Ltd. Chairman and Chief
Citizen of France Executive Officer of Loze et Associe, 43,
Avenue Marceau, Paris 75116, France, which
is a consulting firm that provides financial
and investment advice to international
clients.
Arpad A. Busson Director of Raptor Ltd. Chairman of European
Citizen of France Investment Managers, c/o Harney, Westwood &
Riegels, P.O. Box 71, Road Town, Tortola,
British Virgin Islands, which is a
consulting and money management firm.
Jean-Pierre Jacquemoud Director of Raptor Ltd. Attorney, Jacquemoud
Citizen of Switzerland & Stanislas, 2, rue Bellow, Geneva 1206,
Switzerland.
<PAGE>
III. TUDOR BVI
The name, residence or business address, present principal
occupation or employment, the name, principal business and address of any
corporation or other organization in which such employment is conducted and the
citizenship of each executive officer or director of Tudor BVI is set forth
below. To the knowledge of the Reporting Persons, the below listed persons
neither currently beneficially own nor have had any transactions in the Common
Stock.
Principal Occupation/
Name Business Address
Inter Caribbean Director of Tudor BVI. See information
Services Ltd. under Raptor Ltd.
David P. d'Abrumenil Director of Tudor BVI. Chairman,
Citizen of United Lionspring Enterprises Limited,
Kingdom 3A Queen's Gate, London SW7 5EH, England,
which is a financial consulting firm.
Jean-Pierre Jacquemoud Director of Tudor BVI. See information
under Raptor Ltd.
Bernard A. Loze Director of Tudor BVI. See information
under Raptor Ltd.
Arpad A. Busson Director of Tudor BVI. See information
under Raptor Ltd.
Karl-Erbo G. Kageneck Director of Tudor BVI. Attorney,
Citizen of Germany TMW/AG, Wittelsbacher Platz 1, Munich
Germany 80333
<PAGE>
IV. TUDOR PROPRIETARY TRADING, L.L.C.
The name and present principal occupation or employment of
each executive manager of TPT is set forth below. Each of such persons is a
director or officer of TIC. The business address of each such person is c/o TIC
at the address set forth under Item 2 of this Schedule 13D, with the exception
of Mr. Allanson whose business address is c/o TPT at the address set forth under
Item 2 of this Schedule 13D. Each such person is a citizen of the United States,
with the exception of Mr. Allanson who is a citizen of the United Kingdom. To
the knowledge of the Reporting Persons, such person does not beneficially own
and has not had any transactions in the Common Stock.
Name Principal Occupation/
Business Address
Paul Tudor Jones, II* Chairman of the Board of Directors, Chief
Executive Officer of TIC.
Mark F. Dalton Director and President of TIC.
John G. Macfarlane, III Director, Chief Operating Officer and
Managing Director of TIC.
James J. Pallotta Director and Managing Director of TIC.
Andrew S. Paul Director, Managing Director, General Counsel
and Corporate Secretary of TIC.
David E. Allanson Director of TIC and Managing Director of
TPT.
Mark Pickard Managing Director and Chief Financial
Officer of TIC.
- ----------------------------
* See Item 5 of this Schedule 13D for a discussion of Mr. Jones' potential
beneficial ownership of Common Stock.
<PAGE>
V. THE UPPER MILL CAPITAL APPRECIATION FUND LTD
The name, residence or business address, present principal
occupation or employment, the name, principal business and address of any
corporation or other organization in which such employment is conducted and the
citizenship of each executive officer or director of Upper Mill is set forth
below. To the knowledge of the Reporting Persons, the below listed persons
neither currently beneficially own nor have had any transactions in the Common
Stock.
Principal Occupation/
Name Business Address
Inter Caribbean Director of Upper Mill. See information
Services Ltd. under Raptor Ltd.
Anthony J. Stocks Director of Upper Mill. Managing
Citizen of United Director of Curacao International Trust
Kingdom Company N.V., Kaya Flamboyan 9, Curacao,
Netherlands Antilles, which provides
administrative and other services to
investment funds.
Jean-Pierre Jacquemoud Director of Upper Mill. See information
under Raptor Ltd.
Bernard A. Loze Director of Upper Mill. See information
under Raptor Ltd.
Arpad A. Busson Director of Upper Mill. See information
under Raptor Ltd.
Karl-Erbo G. Kageneck Director of Upper Mill. See information
Citizen of Germany under Tudor BVI.
<PAGE>
Schedule II
TRANSACTIONS
All shares of Common Stock were acquired in connection with the
Exchange.
Raptor LP
Date Transaction # of Shares $/Share
4/15/99 Purchase 6,600 7.44
4/16/99 Purchase 9,800 7.5625
4/20/99 Purchase 7,900 8.0755
4/20/99 Purchase 32,800 8.1375
4/21/99 Purchase 1,300 8.4219
4/21/99 Purchase 16,500 8.48
4/23/99 Purchase 13,200 8.25
Total Common Stock beneficially owned as of the date of this Schedule 13D:
88,100
Raptor Ltd.
Date Transaction # of Shares $/Share
4/15/99 Purchase 24,700 7.44
4/16/99 Purchase 37,400 7.5625
4/20/99 Purchase 29,900 8.0755
4/20/99 Purchase 124,500 8.1375
4/21/99 Purchase 5,000 8.4219
4/21/99 Purchase 61,800 8.48
4/23/99 Purchase 49,500 8.25
Total Common Stock beneficially owned as of the date of this Schedule 13D:
332,800
Tudor BVI
Date Transaction # of Shares $/Share
4/15/99 Purchase 12,600 7.44
4/16/99 Purchase 18,800 7.5625
4/20/99 Purchase 15,000 8.0755
4/20/99 Purchase 62,500 8.1375
4/21/99 Purchase 2,500 8.4219
4/21/99 Purchase 31,500 8.48
4/23/99 Purchase 25,200 8.25
Total Common Stock beneficially owned as of the date of this Schedule 13D:
168,100
<PAGE>
Upper Mill
Date Transaction # of Shares $/Share
4/15/99 Purchase 3,000 7.44
4/16/99 Purchase 4,400 7.5625
4/20/99 Purchase 3,500 8.0755
4/20/99 Purchase 14,800 8.1375
4/21/99 Purchase 600 8.4219
4/21/99 Purchase 7,400 8.48
4/23/99 Purchase 5,900 8.25
Total Common Stock beneficially owned as of the date of this Schedule 13D:
39,600
TPT
Date Transaction # of Shares $/Share
4/15/99 Purchase 3,100 7.44
4/16/99 Purchase 18,800 7.5625
4/20/99 Purchase 4,600 8.0755
4/20/99 Purchase 3,700 8.1375
4/21/99 Purchase 15,400 8.4219
4/21/99 Purchase 7,800 8.48
4/23/99 Purchase 6,200 8.25
Total Common Stock beneficially owned as of the date of this Schedule 13D:
41,400
<PAGE>
STOCKHOLDER AND OPTION AGREEMENT
THIS STOCKHOLDER AND OPTION AGREEMENT (this "Agreement") dated as of
April __, 1999, is entered into between Sprint Corporation, a Kansas corporation
("Sprint"), and__________________________________, a ___________________________
("Stockholder"), with respect to the shares of common stock, par value $.01 per
share (the "Company Common Stock"), of People's Choice TV Corp., a Delaware
corporation (the "Company"), owned by Stockholder.
W I T N E S S E T H:
WHEREAS, as of the date hereof, the Stockholder beneficially owns and
has the power to vote _______ shares of Company Common Stock (including any and
all rights attached thereto to acquire shares of stock of the Company if the
Company adopts a stockholders' rights plan, and any other rights associated
therewith, the "Option Shares"); and
WHEREAS, Sprint desires to enter into this Agreement in connection with
its efforts to consummate an acquisition of the Company.
NOW, THEREFORE, in contemplation of the foregoing and in consideration
of the mutual agreements, covenants, representations and warranties contained
herein and intending to be legally bound hereby, the parties hereto agree as
follows:
1. Certain Covenants.
1.1 Lock-Up. Stockholder hereby covenants and agrees during the term of
this Agreement that (a) except as consented to in writing by Sprint in its sole
discretion, Stockholder will not sell, transfer, assign, pledge, hypothecate,
tender or otherwise dispose of or limit its right to vote in any manner any of
the Option Shares, or agree to do any of the foregoing, and (b) Stockholder will
not take any action which would have the effect of preventing or disabling
Stockholder from performing its obligations under this Agreement.
1.2 Irrevocable Proxy. Stockholder has revoked or terminated any
proxies, voting agreements or similar arrangements previously given or entered
into with respect to the Option Shares and hereby irrevocably appoints Sprint,
during the term of this Agreement, as proxy for Stockholder to vote (or refrain
from voting) in any manner as Sprint, in its sole discretion, may see fit, all
of the Option Shares for Stockholder and in Stockholder's name, place and stead,
at any annual, special or other meeting or action of the stockholders of the
Company, as applicable, or at any adjournment thereof or pursuant to any consent
of the stockholders of the Company, in lieu of a meeting or otherwise, with
respect to any issue brought before the stockholders of the Company, other than
with respect to the election of directors of the Company, for which the
stockholders of the Company are entitled to vote.
<PAGE>
1.3 Public Announcement. Stockholder shall consult with Sprint before
issuing any press releases or otherwise making any public statements with
respect to the transactions contemplated herein and shall not issue any such
press release or make any such public statement without the approval of Sprint,
except as may be required by law.
1.4 Stop Transfer Instruction. Promptly following the date hereof,
Stockholder and Sprint shall deliver joint written instructions to the Company
and to the Company's transfer agent stating that the Option Shares may not be
sold, transferred, pledged, assigned, hypothecated, tendered or otherwise
disposed of in any manner without the prior written consent of Sprint or except
in accordance with the terms and conditions of this Agreement.
1.5 HSR Filing. Promptly following the date hereof, Sprint will make
all filings with and give all notices to governmental or regulatory authorities
required of Sprint pursuant to the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended ("HSR Act"), in connection with consummating the
transactions contemplated by this Agreement. Sprint will use all commercially
reasonable efforts to obtain early termination of all applicable waiting periods
under the HSR Act.
2. Grant of Option.
2.1 Option. Upon the terms and subject to the conditions of
this Agreement, Stockholder hereby grants to Sprint or Sprint's designee an
irrevocable option (the "Option") to purchase the Option Shares. Upon exercise
of the Option and purchase of the Option Shares, Sprint shall not assume any
liabilities or obligations (if any) of Stockholder related to or in connection
with such Option Shares and arising prior to the Option Closing Date (as defined
hereinafter).
2.2 Option Price. The purchase price payable by Sprint or its
designee at the Option Closing (as hereinafter defined) for the Option Shares
shall be an amount equal to $10.00 per Option Share (the "Option Price");
provided, however, if prior to the Option Closing, Sprint shall purchase any
shares of the Company Common Stock, or make a tender offer for shares of the
Company Common Stock, for an amount per share in excess of the Option Price or
amend the merger agreement with the Company to increase the per share
consideration in an amount per share in excess of the Option Price or (in either
case, the "Excess Amount"), then the amount per Option Share to be paid by
Sprint shall equal the sum of the Option Price plus the Excess Amount. If
following the Option Closing, Sprint shall purchase any shares of the Company
Common Stock, or make a tender offer for shares of the Company Common Stock, for
an amount per share, or amend the merger agreement with the Company to increase
the per share consideration in an amount per share, in excess of the sum of the
Option Price plus, if applicable, the Excess Amount plus any other amount
previously remitted pursuant to this Section 2.2 (the "Subsequent Excess
Amount"), then Sprint shall forthwith remit to Stockholder an amount equal to
the Subsequent Excess Amount for each Option Share purchased at the Option
Closing. References in this Section 2.2 to the purchase of shares of Company
Common Stock shall include such purchases pursuant to a merger agreement with
the Company.
<PAGE>
2.3 Exercise.
(a) Sprint or its designee shall be entitled to
exercise the Option by giving written notice to Stockholder. Such notice shall
specify a date (not earlier than one business day or later than three business
days from the date such notice is delivered to Stockholder) and place for
closing of the exercise of the Option (the "Option Closing"). Upon delivery of
notice exercising the Option, the Option shall be deemed to have been exercised
by Sprint or its designee irrespective of the actual date of the Option Closing
(the actual date of the Option Closing is referred to hereinafter as the "Option
Closing Date"). At the Option Closing, Sprint or its designee will deliver to
Stockholder the Option Price (as adjusted pursuant to Section 2.2, if necessary)
with respect to the Option Shares, by wire transfer of immediately available
funds to an account designated in writing by Stockholder prior to the Option
Closing Date.
(b) Upon payment of the Option Price as provided in
Section 2.3 hereof, the Stockholder shall deliver to Sprint or its designee at
the Option Closing, (i) the certificates representing the Option Shares duly
endorsed in blank for transfer, or accompanied by duly executed stock powers in
blank, in each case with signatures guaranteed by a national bank or trust
company or a member firm of the New York Stock Exchange, Inc. and (ii) all such
other agreements, endorsements, assignments and other instruments as are
necessary or desirable, in Sprint's sole and absolute discretion, to vest in
Sprint or its designee good and marketable title to such Option Shares or to
evidence of record the sale and assignment of such Option Shares to Sprint or
its designee.
2.4 Option Expiration/Put Right. Except as provided below, the
Option shall terminate and expire 10 days after the transactions contemplated by
this Agreement receive approval required by the HSR Act, including early
termination or lapse of the HSR Act waiting period ("HSR Approval"), if the
Option has not been exercised by Sprint or its designee on or before such date
(the "Expiration Date"). If the Option has not been exercised by Sprint on or
before the Expiration Date, Stockholder shall have the right at such time, and
for a period of 30 days thereafter, to deliver a written notice to Sprint (the
"Stockholder Notice") requiring that Sprint or its designee purchase the Option
Shares at the Option Price, as adjusted (if necessary), including payment of any
Excess Amount or Subsequent Excess Amount that would be payable if Sprint
exercised the Option, in accordance with Section 2.2 hereof (the "Put Right").
Upon the exercise by Stockholder of the Put Right, the parties hereto shall
consummate the purchase and sale of the Option Shares in accordance with Section
2.3 hereof.
3. Representations and Warranties of Stockholder. Stockholder hereby
represents and warrants to Sprint, as of the date hereof and as of the Closing
Date, as follows:
3.1 Ownership. Stockholder has good and marketable title to,
and is the sole legal and beneficial owner of the Option Shares, in each case
free and clear of all liabilities, claims, liens, options, proxies, charges,
participations and encumbrances of any kind or character whatsoever. At the
Option Closing, Stockholder will transfer and convey to Sprint or its
<PAGE>
designee good and marketable title to the Option Shares, free and clear of all
liabilities, claims, liens, options, proxies, charges, participations and
encumbrances of any kind or character whatsoever created by or arising through
Stockholder.
3.2 Authorization. Stockholder has all requisite power and
authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby and has sole voting power and sole power of
disposition, with respect to all of the Option Shares owned by Stockholder with
no restrictions on its voting rights or rights of disposition pertaining
thereto. Stockholder has duly executed and delivered this Agreement and this
Agreement is a legal, valid and binding agreement of Stockholder, enforceable
against Stockholder in accordance with its terms.
3.3 Stockholder Has Adequate Information. Stockholder is a
sophisticated seller with respect to the Option Shares and has adequate
information concerning the business and financial condition of the Company to
make an informed decision regarding the sale of the Option Shares and has
independently and without reliance upon Sprint and based on such information as
Stockholder has deemed appropriate, made its own analysis and decision to enter
into this Agreement. Stockholder acknowledges that Sprint has not made and does
not make any representation or warranty, whether express or implied, of any kind
or character except as expressly set forth in this Agreement. Stockholder
acknowledges that the sale of the Option Shares by Stockholder to Sprint is
irrevocable, and that Stockholder shall have no recourse to the Option Shares or
Sprint, except with respect to breaches of representations, warranties,
covenants and agreements expressly set forth in this Agreement.
3.4 Sprint's Excluded Information. Stockholder acknowledges
and confirms that (a) Sprint may possess or hereafter come into possession of
certain non-public information concerning the Option Shares and the Company
which is not known to Stockholder and which may be material to Stockholder's
decision to sell the Option Shares ("Sprint's Excluded Information"), (b)
Stockholder has requested not to receive Sprint's Excluded Information and has
determined to sell the Option Shares notwithstanding its lack of knowledge of
Sprint's Excluded Information, and (c) Sprint shall have no liability or
obligation to Stockholder in connection with, and Stockholder hereby waives and
releases Sprint from, any claims which Stockholder or its successors and assigns
may have against Sprint (whether pursuant to applicable Option Shares, laws or
otherwise) with respect to the non-disclosure of Sprint's Excluded Information;
provided, however, nothing contained in this Section 3.4 shall limit
Stockholder's right to rely upon the express representations and warranties made
by Sprint in this Agreement, or Stockholder's remedies in respect of breaches of
any such representations and warranties.
4. Survival of Representations and Warranties. The respective
representations and warranties of Stockholder and Sprint contained herein shall
not be deemed waived or otherwise affected by any investigation made by the
other party hereto, and each representation and warranty contained herein shall
survive the closing of the transactions contemplated hereby until the expiration
of the applicable statute of limitations, including extensions thereof.
<PAGE>
5. Specific Performance. Stockholder acknowledges that Sprint will be
irreparably harmed and that there will be no adequate remedy at law for a
violation of any of the covenants or agreements of Stockholder which are
contained in this Agreement. It is accordingly agreed that, in addition to any
other remedies which may be available to Sprint upon the breach by Stockholder
of such covenants and agreements, Sprint shall have the right to obtain
injunctive relief to restrain any breach or threatened breach of such covenants
or agreements or otherwise to obtain specific performance of any of such
covenants or agreements.
6. Miscellaneous.
6.1 Binding Effect. This Agreement shall be binding upon and inure to
the benefit of and be enforceable by the parties hereto and their respective
representatives and permitted successors and assigns.
6.2 Entire Agreement. This Agreement contains the entire understanding
of the parties and supersedes all prior agreements and understandings between
the parties with respect to its subject matter. This Agreement may be amended
only by a written instrument duly executed by the parties hereto.
6.3 Headings. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Time is of the essence with respect to all
provisions of this Agreement.
6.4 Assignment. This Agreement may not be transferred or assigned by
Stockholder but may be assigned by Sprint to any of its affiliates or to any
successor to its business and will be binding upon and inure to the benefit of
any such affiliate or successor.
6.5 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be an original, but each of which together
shall constitute one and the same Agreement.
6.6 Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly given if so given) by delivery, telegram or telecopy,
or by mail (registered or certified mail, postage prepaid, return receipt
requested) or by any national courier service, provided that any notice
delivered as herein provided shall also be delivered by telecopy at the time of
such delivery. All communications hereunder shall be delivered to the respective
parties at the following addresses (or at such other address for a party as
shall be specified by like notice, provided that notices of a change of address
shall be effective only upon receipt thereof):
(a) If to Sprint: Sprint Corporation
2330 Shawnee Mission Parkway
Westwood, Kansas 66205
Attention: Corporate Secretary
Telecopy: (913) 624-2256
<PAGE>
with a copy to: King & Spalding
191 Peachtree Street
Atlanta, Georgia 30303-1763
Attention: Bruce N. Hawthorne, Esq.
Telecopy: (404) 572-5146
(b) If to
Stockholder: _____________________________
_____________________________
_____________________________
Attention: __________________
Telecopy: (___) _____________
with a copy to: _____________________________
_____________________________
_____________________________
Attention: __________________
Telecopy: (___) _____________
6.7 Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of New York, without
regard to its principles of conflicts of laws.
6.8 Enforceability. The invalidity or unenforceability of any provision
or provisions of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement, which shall remain in full force and
effect.
6.9 Further Assurances. From time to time at or after the Option
Closing, at Sprint's request and without further consideration, Stockholder
shall execute and deliver to Sprint such documents and take such action as
Sprint may reasonably request in order to consummate more effectively the
transactions contemplated hereby and to vest in Sprint good, valid and
marketable title to the Option Shares, including, but not limited to, using its
best efforts to cause the appropriate transfer agent or registrar to transfer of
record the Option Shares.
<PAGE>
IN WITNESS WHEREOF, Sprint and Stockholder have caused this Agreement
to be duly executed as of the day and year first above written.
SPRINT CORPORATION
By: ___________________________
Name: __________________________
Title: _________________________
________________________________
By: ____________________________
Name: __________________________
Title: _________________________
