<PAGE>
INFORMATION REQUIREMENTS FOR FILINGS UPON ACQUISITION
OF FIVE PERCENT OF A CLASS OF EQUITY SECURITIES SUBJECT
TO THE REPORTING REQUIREMENTS OF THE 1934 ACT
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.2)*
PHOTOGEN TECHNOLOGIES, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
71932A-10-1
(CUSIP Number)
Theodore Tannebaum
875 North Michigan Avenue, Suite 2930, Chicago, Illinois 60611 (312/397-2626)
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
June 2, 1999
(Date of Event Which Requires Filing of this Statement)
If the 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 / /.
NOTE: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other parties to
whom copies are to be sent.
* 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 disclosures provided in a proper cover page.
The information required on 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).
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CUSIP No. 71932A-10-1
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(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Theodore Tannebaum
Nos. of Above Persons
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(2) Check the Appropriate Box if a (a) ---------------------
Member of a Group (See Instructions) (b) ---------------------
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(3) SEC Use Only
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(4) Source of Funds (See Instructions) PF
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization United States
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Number of Shares Beneficially (7) Sole Voting Power 2,110,421
Owned by Each Reporting Person ----------------------------------------------
With (8) Shared Voting Power 0
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(9) Sole Dispositive Power 2,110,421
----------------------------------------------
(10) Shared Dispositive Power 0
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(11) Aggregate Amount Beneficially Owned
By Each Reporting Person 2,110,421
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(12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)
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(13) Percent of Class Represented by Amount
in Row (11) 5.72%
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(14) Type of Reporting Person (See Instructions) IN
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Item 1. SECURITY AND ISSUER.
The title of the class of securities to which this Schedule 13D
relates is Common Stock ("Common Stock") of Photogen Technologies, Inc., a
Nevada corporation (the "Issuer"). The principal executive offices of the Issuer
are located at 7327 Oak Ridge Highway, Suite B, Knoxville, TN 37931.
Item 2. IDENTITY AND BACKGROUND.
Set forth below is the following information with respect to the
person filing this Schedule 13D: (a) name; (b) business address; (c) principal
occupation and name, business and address of employer; (d) information
concerning criminal convictions during the last five years; (e) information
concerning civil or administrative proceedings under state or federal securities
laws during the past five years with respect to any state or federal securities
laws and (f) citizenship.
a) Theodore Tannebaum
b) 875 North Michigan Avenue, Suite 2930, Chicago, IL 60611
c) Private investor, 875 North Michigan Avenue, Suite 2930,
Chicago, IL 60611
d) No criminal convictions (1)
e) No adverse civil judgments for violations of securities laws
f) United States
(1) During the last five years, Mr. Tannebaum has not been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors),
nor has he been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction that resulted in his becoming subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Tannebaum acquired 21,595,704 shares of Common Stock from the
Issuer on October 7, 1994 in a private transaction (adjusted to reflect a
subsequent two-for-one reverse stock split). The purchase price was $.0231528
per share, which Mr. Tannebaum paid with his personal funds.
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<PAGE>
On May 16, 1997, Mr. Tannebaum transferred 18,095,283 shares to the
Issuer's treasury for cancellation as part of a stockholder restructuring. Since
May of 1997, Mr. Tannebaum has disposed of certain shares of which he was the
beneficial owner from time to time. Amendment No. 1 reflected his acquisition of
150,000 restricted shares on September 15, 1998 from another Company stockholder
in a private transaction. The purchase price of $1,014,000 was paid in cash from
Mr. Tannebaum's personal funds. This Amendment No. 2 reflects Mr. Tannebaum's
purchase of a total of 10,000 shares in the open market during the month of
June, 1999. The purchase price, $9.34 per share for 5,000 shares purchased on
June 2, 1999, and $9.13 per share for 5,000 shares purchased on June 7, 1999,
was paid in cash from Mr. Tannebaum's personal funds.
Item 4. PURPOSE OF TRANSACTION.
The 150,000 shares of common stock Mr. Tannebaum acquired on
September 15, 1998 were acquired for his own account and for investment
purposes, as were the 10,000 shares of common stock Mr. Tannebaum acquired in
June, 1999.
Mr. Tannebaum does not have any current plans or proposals that
relate to or would result in:
a. The acquisition of additional securities of the Issuer, or the
disposition of securities of the Issuer;
b. An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
c. A sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
d. Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
e. Any material change in the present capitalization or dividend
policy of the Issuer;
f. Any other material change in the Issuer's business or corporate
structure;
g. Changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the Issuer by any person;
h. Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;
i. A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Exchange Act; or
j. Any action similar to any of those enumerated above.
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<PAGE>
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
<TABLE>
<CAPTION>
COMMON STOCK
NAME OF BENEFICIALLY % OF VOTING POWER
ITEM OR PERSON OWNED CLASS (1)
<S> <C> <C> <C>
Theodore Tannebaum 2,110,421 5.72% Sole
</TABLE>
All percentages in this table are based, pursuant to Rule
13d-1(e) of the Securities Exchange Act of 1934, on the 36,875,020 shares of
Common Stock of the Issuer outstanding as of March 31, 1999.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Mr. Tannebaum is not a party to any contracts, arrangements or
understandings made or entered into specifically with respect to holding,
voting or disposing of the Common Stock of the Issuer. Mr. Tannebaum was
previously a party to a Voting Agreement in which he agreed to vote his
shares for the election of certain directors and other matters. That Voting
Agreement was amended as of June 17, 1998 and arrangements to remove Mr.
Tannebaum as a party to that Voting Agreement were finalized on June 27, 1998.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: August 2, 1999
/s/ Theodore Tannebaum
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THEODORE TANNEBAUM
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