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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. 4)*
PHOTOGEN TECHNOLOGIES, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
71932A-10-1
(CUSIP Number)
Theodore Tannebaum Trust U/A/D 2/18/99
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)
September 18, 2000
(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).
CUSIP No. 71932A-10-1
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(1) Names of Reporting Persons.
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S.S. or I.R.S. Identification Theodore Tannebaum Trust
Nos. of Above Persons U/A/D 2/18/99
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(2) Check the Appropriate Box if a (a)
Member of a Group (See Instructions) ----------------------------
(b) /X/
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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 2,116,921(A)
Owned by Each Reporting Person ---------------------------------------------
With (8) Shared Voting Power 0(A)
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(9) Sole Dispositive Power 2,116,921
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(10) Shared Dispositive Power 0
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(11) Aggregate Amount Beneficially Owned
By Each Reporting Person 2,116,921(A)
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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) 5.66%
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(14) Type of Reporting Person (See Instructions) IN
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(A) Reporting Person disclaims beneficial ownership of shares by persons
other than it who are parties to an Amended and Restated Standby Agreement. See
Item 3, below.
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Item 1. SECURITY AND ISSUER.
This Schedule 13D relates to 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 Trust U/A/D 2/18/99, Theodore Tannebaum, Trustee
b) c/o Theodore Tannebaum, 875 North Michigan Avenue, Suite 2930,
Chicago, IL 60611
c) Revocable Trust
d) No criminal convictions (1)
e) No adverse civil judgments for violations of securities laws
f) Illinois
(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.
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 from time to time gifted a total of 1,551,000
shares of Common Stock of which he was the beneficial owner to various third
parties.
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Amendment No. 1 to this Schedule 13D reflected his acquisition of
150,000 restricted shares on September 15, 1998 from another stockholder of the
Issuer in a private transaction. The purchase price of $1,014,000 was paid in
cash from Mr. Tannebaum's personal funds.
Amendment No. 2 to this Schedule 13D reflected Mr. Tannebaum's purchase
of a total of 10,500 shares in the open market during the month of June, 1999.
The purchase price, $9.34 per share for 5,500 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. In February 1999, Mr. Tannebaum transferred
all of his shares of the Issuer to the Theodore Tannebaum Trust U/A/D 2/18/99.
Mr. Tannebaum is the Trustee and the beneficiary of the Trust, and retains
beneficial ownership over all shares owned by the Trust.
Amendment No. 3 to this Schedule 13D reflected the Theodore Tannebaum
Trust's purchase of a total of 7,000 shares in the open market in July, 1999.
The Trust paid for the shares purchased in July, 1999 with cash from its
personal funds. The purchase price for 4,000 shares purchased on July 27, 1999
was $8.88 per share, and $8.90 per share for 3,000 shares purchased on July 28,
1999. Additionally, Amendment No. 3 corrected an incorrectly reported purchase
reflected in Amendment No. 2: the Theodore Tannebaum Trust purchased 5,500
shares on June 2, 1999, not 5,000 as originally reported.
This Amendment No. 4 to this Schedule 13D reports that Mr. Tannebaum
entered into an Amended and Restated Standby Agreement with John Smolik, Craig
Dees, Walter G. Fisher, Timothy Scott, and Eric A. Wachter, Director.
Mr. Smolik, Drs. Scott, Wachter, Dees and Fisher, who as of September 1, 2000
collectively hold approximately 22,558,435 shares of the Issuer's Common Stock,
have agreed not to sell or otherwise dispose of those shares for a period ending
August 2001, without the prior written consent of Mr. Tannebaum. Under the
Amended and Restated Standby Agreement, Mr. Tannebaum must consult with the
placement agent for the Issuer's private placement of Series B Convertible
Preferred Stock concerning any proposed disposition by those five individuals
until December 31, 2000. Mr. Tannebaum disclaims beneficial ownership of all
shares owned by Mr. Smolik and Drs. Dees, Fisher, Scott and Wachter, or by the
Issuer's placement agent.
This Amendment No. 4 to this Schedule 13D also reports Mr. Tannebaum's
purchase from the Issuer of 59,241 shares of the Issuer's Series B Convertible
Preferred Stock ("Series B Preferred") in the Issuer's private offering to
accredited investors. The Series B Preferred is convertible into Common Stock of
the Issuer. Mr. Tannebaum purchased the 59,241 shares on February 18, 2000 for
$16.88 per share with cash from his personal funds. Mr. Tannebaum subsequently
sold all 59,241 shares of Series B Preferred to a relative in a private
placement on March 31, 2000 for $16.88 per share pursuant to a five year, 6.8%
note. Mr. Tannebaum did not receive any profit from the sale of the Series B
Preferred.
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Item 4. PURPOSE OF TRANSACTION.
All shares of commons stock of issuer purchased by Mr. Tannebaum or the
Theodore Tannebaum U/A/D 2/18/99 were purchased for his or its own account for
investment purposes; 59,241 shares of Series B Preferred acquired in February,
2000 were acquired for his own account and for investment purposes.
Mr. Tannebaum is a director of the Issuer and, in that capacity, may
be called upon to consider, evaluate or propose a variety of possible
transactions involving the Issuer which could include without limitation the
following:
a. The acquisition or disposition of additional securities of
the Issuer, by himself or an entity which he controls, or
by another unaffiliated entity
b. Extraordinary corporate transactions (such as a merger,
consolidation or reorganization) involving the Issuer or
any of its subsidiaries or affiliates; or
c. The acquisition by Issuer or its subsidiaries of assets of
or an interest in one or more companies, or the possible
sale of assets by the Issuer or its subsidiaries.
Except as discussed herein or as previously disclosed in this Schedule 13D,
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.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
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<TABLE>
<CAPTION>
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NAME OF ITEM OR PERSON COMMON STOCK % OF CLASS VOTING POWER
BENEFICIALLY OWNED
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<S> <C> <C> <C>
Theodore Tannebaum Trust 2,116,921 5.66% Sole
U/A/D 2/18/99
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</TABLE>
All percentages in this table are based, pursuant to Rule 13d-1(e)
of the Securities Exchange Act of 1934, on the 37,383,386 shares of Common Stock
of the Issuer outstanding as of September 1, 2000
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
The Amended and Restated Standby Agreement with Mr. Tannebaum is
described in Item 3, above. There are no other contracts, arrangements or
understandings with Mr. Tannebaum made or entered into specifically with respect
to holding, voting or disposing of the Common Stock of the Issuer.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibits are filed with this Schedule 13D
1. Amended and Restated Standby Agreement by and between Theodore
Tannebaum, John T. Smolik, as President of the Issuer and individually,
Craig Dees, Ph.D., Walter G. Fisher, Ph.D., Timothy Scott and Eric A.
Wachter, Ph.D., dated November 9, 1999.
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: September 18, 2000
/s/ Theodore Tannebaum
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THEODORE TANNEBAUM, as Trustee of the
Theodore Tannebaum U/A/D 2/18/99
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