<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
People's Choice TV Corp.
------------------------------------------
(Name of Issuer)
Common Stock, $0.01 par value
------------------------------------------
(Title of Class of Securities)
710847104
------------------------------------------
(CUSIP Number of Class of Securities)
Matthew Oristano
c/o People's Choice TV Corp.
2 Corporate Drive, Suite 249
Shelton, CT 06484
(203) 929-2800
------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Daniel D. Rubino
Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019-6099
(212) 728-8000
April 12, 1999
------------------------------------------
(Date of Event which Requires
Filing of this Schedule)
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:
<PAGE>
SCHEDULE 13D
- ---------------------------------- --------------------------------
CUSIP No. 710847104 Page 2 of 6 Pages
- ---------------------------------- --------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Matthew Oristano
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,261,327
-----------------------------------------------------------------
NUMBER 8 SHARED VOTING POWER
OF SHARES
BENEFICIALLY 88,873
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 1,261,327
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
88,873
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,350,200
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ---------------------------------- --------------------------------
CUSIP No. 710847104 Page 3 of 6 Pages
- ---------------------------------- --------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alda Multichannels Ltd.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
936,327
-----------------------------------------------------------------
NUMBER 8 SHARED VOTING POWER
OF SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
936,327
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
936,327
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
This Amendment No. 1 to Schedule 13D relates to the common stock, $.01
par value (the "Common Stock"), of People's Choice TV Corp., a Delaware
corporation (the "Issuer"). This Amendment No. 1 supplementally amends the
initial statement on Schedule 13D of the Reporting Persons filed on February 11,
1998 (the "Initial Statement"). The principal executive offices of the Issuer
are located at 2 Corporate Drive, Suite 249, Shelton, CT. This Amendment No. 1
is being filed by the Reporting Persons solely to report recent transactions in
the Common Stock as a result of which the percentage of shares of Common Stock
of which the Reporting Persons may be deemed the beneficial owners of has
changed by more than one percent. Capitalized terms used herein and not
otherwise defined herein shall have the meanings given to them in the Initial
Statement.
Item 3 is hereby amended as follows:
Item 3. Sources and Amounts of Funds or Other Consideration.
Since the filing of the Initial Statement, Alda purchased for
approximately $45,000 the Common Stock reported in Item 5 below using its
working capital.
Item 4 is hereby amended as follows:
Item 4. Purpose of the Transaction.
On April 12, 1999, the Issuer entered into an Agreement and Plan of
Merger, dated as of April 12, 1999 (the "Merger Agreement"), with Sprint
Corporation ("Sprint") and MM Acquisition Corp., a wholly owned subsidiary of
Sprint ("Merger Sub"). Pursuant to the terms and subject to the conditions of
the Merger Agreement, Merger Sub will merge with and into the Company (the
"Merger"), with the Issuer as the surviving corporation. As a result of the
Merger, each outstanding share of Common Stock of the Issuer (other than shares
owned by Sprint, Merger Sub or held by the Issuer as treasury stock or shares
with respect to which the holders have perfected appraisal rights under Delaware
law) will be converted into the right to receive $8.00 per share in cash.
As a condition and inducement to Sprint entering into the Merger
Agreement, on April 12, 1999, the Reporting Persons entered into a Stockholder
and Option Agreement (the "Option Agreement") with Sprint pursuant to which the
Reporting Persons granted Sprint an option (the "Option") to purchase their
shares of Common Stock ("Option Shares") at a price equal to $8.00 per share of
Common Stock, as adjusted if necessary ("Option Price"). The Option must be
exercised by Sprint promptly, but in no event later than 10 days after the
expiration or termination of all applicable waiting periods under the
Hart-Scott-Rodino Antitrust Improvements Act and regulations thereunder. If the
Option has not been exercised by such time, the Reporting Persons have the right
to require Sprint to purchase the Option Shares at the Option Price.
The above description of the Option Agreement and related matters set
forth in this Item and in Item 6 are summaries, and are qualified in their
entirety by reference to the complete text of such Option Agreement which is
filed as an exhibit to this Amendment No. 1
4 of 6 Pages
<PAGE>
to Schedule 13D.
Item 5 is hereby amended as follows:
Item 5. Interest in Securities of the Issuer.
On April 29, 1998, Alda purchased in the open market 12,500 shares of
Common Stock at $0.88 per share and 25,000 shares of Common Stock at $0.96 per
share at a total purchase price of $45,000. On April 30, 1998, Alda purchased in
the open market 10,000 shares of Common Stock at $1.00 per share at a total
purchase price of $10,000.
On December 20, 1998, Oristano gave 45,808 shares of Common Stock to
his wife and contributed 60,000 shares of Common Stock to a trust for his
daughter. Oristano is deemed to beneficially own the shares owned by his wife
and the trust for his daughter.
Upon the closing of the transactions contemplated by the Option
Agreement, the Reporting Persons will cease to beneficially own any shares of
Common Stock of the Company.
Item 6 is hereby amended as follows:
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
The Option Agreement sets forth certain terms and conditions under the
Reporting Persons' continued ownership of the Common Stock. Under the Option
Agreement, the Reporting Persons are prohibited from selling, transferring,
assigning, pledging, hypothecating or otherwise disposing of or limited its
right to vote in any manner any of its shares of Common Stock. In addition, the
Reporting Persons have irrevocably appointed Sprint as their proxy to vote the
Option Shares in any manner as Sprint, in its sole discretion, may see fit, at
any annual, special or other meeting or action of the stockholders of the
Company with respect to any issues brought before the stockholders of the
Company.
Except as described herein and by reference to Item 4 above, there are
no contracts, arrangements, understandings or relationships among the Reporting
Persons and Sprint with respect to any securities of the Issuer.
Item 7 is hereby amended as follows:
Item 7. Material to be Filed as Exhibits.
4. Stockholder and Option Agreement dated as of April 12, 1999
between Sprint Corporation and Matthew Oristano and other parties
named therein.
5 of 6 Pages
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: April 19, 1999 MATTHEW ORISTANO
/s/ Matthew Oristano
------------------------------------
ALDA MULTICHANNELS LTD.
By: /s/ Matthew Oristano
---------------------------------
President
6 of 6 Pages
<PAGE>
INDEX OF EXHIBITS
Exhibit
Number Description
- ------ -----------
4 Stockholder and Option Agreement dated as of April 12, 1999
between Sprint Corporation and Matthew Oristano and other
parties named therein.
Exhibit 4
---------
STOCKHOLDER AND OPTION AGREEMENT
THIS STOCKHOLDER AND OPTION AGREEMENT (this "Agreement") dated as of
April 12, 1999, is entered into between Sprint Corporation, a Kansas corporation
("Parent"), and Matthew Oristano, an individual resident of the State of
Connecticut, on his own behalf and as attorney-in-fact for the stockholders
identified on Schedule I hereto (collectively, "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 1,694,823 shares of Company Common Stock as identified on
Schedule I hereto (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, Parent desires to enter into this Agreement in connection with
its efforts to consummate an acquisition of the Company and Parent requires that
Stockholder enter into this Agreement as a condition to its willingness to enter
into an acquisition agreement with 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 Parent
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
Parent, during the term of this Agreement, as proxy for Stockholder to vote (or
refrain from voting) in any manner as Parent, 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
<PAGE>
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.
1.3. Public Announcement. Stockholder shall consult with
Parent 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 Parent, except as may be required by law.
1.4. Stop Transfer Instruction. Promptly following the date
hereof, Stockholder and Parent 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 Parent or except
in accordance with the terms and conditions of this Agreement.
1.5. HSR Filing. Promptly following the date hereof, Parent
will make all filings with and give all notices to governmental or regulatory
authorities required of Parent 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. Parent 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 Parent or Parent's designee an
irrevocable option (the "Option") to purchase the Option Shares. Upon exercise
of the Option and purchase of the Option Shares, Parent 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 Parent or
its designee at the Option Closing (as hereinafter defined) for the Option
Shares shall be an amount equal to $8.00 per Option Share (the "Option Price");
provided, however, if prior to the Option Closing, Parent shall purchase any
shares of the Company Common Stock for an amount per share in excess of the
Option Price (the "Excess Amount"), then the amount per Option Share to be paid
by Parent shall equal the sum of the Option Price plus the Excess Amount. If
following the Option Closing, Parent shall purchase any shares of the Company
Common Stock for 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 Parent shall
forthwith remit to Stockholder an amount equal to the Subsequent Excess Amount
for each Option Share purchased at the Option Closing.
2.3. Exercise.
-2-
<PAGE>
(a) Parent 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 Parent 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, Parent 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 Parent 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 Parent's sole and absolute discretion, to vest
in Parent 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 Parent or
its designee.
2.4. Option Expiration/Put Right. Except as provided below,
the Option shall terminate and expire ten days after the transactions
contemplated by this Agreement receive approval required by the HSR Act ("HSR
Approval") if the Option has not been exercised by Parent or its designee on or
before such date (the "Expiration Date"). If the Option has not been exercised
by Parent 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 Parent (the "Stockholder Notice") requiring that Parent or its designee
purchase the Option Shares at the Option Price, as adjusted (if necessary) 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 Parent, 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 Parent or its 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-
<PAGE>
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 Parent and based on such information as
Stockholder has deemed appropriate, made its own analysis and decision to enter
into this Agreement. Stockholder acknowledges that Parent 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 Parent is
irrevocable, and that Stockholder shall have no recourse to the Option Shares or
Parent, except with respect to breaches of representations, warranties,
covenants and agreements expressly set forth in this Agreement.
3.4. Parent's Excluded Information. Stockholder acknowledges
and confirms that (a) Parent 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 ("Parent's Excluded Information"), (b)
Stockholder has requested not to receive Parent's Excluded Information and has
determined to sell the Option Shares notwithstanding its lack of knowledge of
Parent's Excluded Information, and (c) Parent shall have no liability or
obligation to Stockholder in connection with, and Stockholder hereby waives and
releases Parent from, any claims which Stockholder or its successors and assigns
may have against Parent (whether pursuant to applicable Option Shares, laws or
otherwise) with respect to the non-disclosure of Parent'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 Parent 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 Parent 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.
5. Specific Performance. Stockholder acknowledges that Parent 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 Parent upon the breach by
-4-
<PAGE>
Stockholder of such covenants and agreements, Parent 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 Parent 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 Parent:
Sprint Corporation
Shawnee Mission Parkway
Westwood, Kansas 66205
Attention: Corporate Secretary
Telecopy: (913) 624-2256
-5-
<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:
Matthew Oristano
Old Quarry Road
Woodbridge, CT 06525
Telecopy: (203) 393-3852
with a copy to:
Cummings & Lockwood
Stamford Plaza
Box 120
Stamford, CT 06904
Attention: John Flaherty
Telecopy: (203) 351-4140
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 Parent's request and without further consideration,
Stockholder shall execute and deliver to Parent such documents and take such
action as Parent may reasonably request in order to consummate more effectively
the transactions contemplated hereby and to vest in Parent 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.
-6-
<PAGE>
IN WITNESS WHEREOF, Parent and Stockholder have caused this Agreement
to be duly executed as of the day and year first above written.
SPRINT CORPORATION
By: /s/ Theodore H. Schell
----------------------------
Senior Vice President
MATTHEW ORISTANO
/s/ Matthew Oristano
---------------------------------
In his individual capacity and as
attorney-in-fact for the stockholders
identified on Schedule I hereto
-7-
<PAGE>
SCHEDULE I
- --------------------------------------------------------------------------------
Name of Stockholder Shares of Company Common Stock
- ------------------- ------------------------------
- --------------------------------------------------------------------------------
Alda Multichannels Limited 936,327
- --------------------------------------------------------------------------------
Matthew Oristano 10,000
- --------------------------------------------------------------------------------
Jean Oristano 45,000
- --------------------------------------------------------------------------------
Matthew Oristano, as custodian for 110,000
Rachel Oristano
- --------------------------------------------------------------------------------
Mark Oristano 79,357
- --------------------------------------------------------------------------------
Michael Oristano 105,809
- --------------------------------------------------------------------------------
Trust FBO Stacey Oristano 13,226
- --------------------------------------------------------------------------------
Trust FBO Kelley Oristano 13,226
- --------------------------------------------------------------------------------
Victor Oristano 5,000
- --------------------------------------------------------------------------------
Joan and Victor Oristano Gifting Trust # 1 179,522
- --------------------------------------------------------------------------------
Joan and Victor Oristano Gifting Trust # 2 72,743
- --------------------------------------------------------------------------------
Joan Oristano Generation Skipping Trust 6,613
exempt marital trust
- --------------------------------------------------------------------------------
The Oristano Foundation 108,000
- --------------------------------------------------------------------------------
Alda LP 10,000
- --------------------------------------------------------------------------------
TOTAL: 1,694,823
- ----- ---------
- --------------------------------------------------------------------------------
