percentage of ownership by "institution and price paid per share:) 8.9% ownership:
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Princeton Media Group Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, No Par Value
--------------------------------------------------------------------------------
(Title of Class of Securities)
742217 102
-----------------------------------------------------------------------
(CUSIP Number)
Russel Leventhal, 21621 Nordhoff Street, Chatsworth, California 91311,
(818) 678-4500
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 1, 1998
-----------------------------------------------------------------------
(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 |X|.
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 prior 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).
SCHEDULE 13D
CUSIP No. 742217 102 Page 2 of 8 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Russel Leventhal
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
NUMBER OF 315,500
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 56,000 (see Exhibit 2)
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
315,500
10 SHARED DISPOSITIVE POWER
56,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
371,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9%
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.
SCHEDULE 13D
CUSIP No. 742217 102 Page 3 of 8 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Allstate Communications, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
7 SOLE VOTING POWER
NUMBER OF 25,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 56,000 (see Exhibit 2)
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
25,000
10 SHARED DISPOSITIVE POWER
56,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
371,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9%
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.
SCHEDULE 13D
CUSIP No. 742217 102 Page 4 of 8 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Allstate Communications, Inc. Profit Sharing Plan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
7 SOLE VOTING POWER
NUMBER OF 31,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 56,000 (see Exhibit 2)
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
31,000
10 SHARED DISPOSITIVE POWER
56,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
371,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9%
14 TYPE OF REPORTING PERSON*
EP
-------- -----------------
*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.
SCHEDULE 13D
Item 1. Security and Issuer
This statement relates to 371,500 shares of Common Stock, no par value per
share, of Princeton Media Group Inc. The name and address of the issuer of such
shares is Princeton Media Group Inc., 214 Brazilian Avenue, Suite 300, Palm
Beach, Florida 33480 (the "Issuer").
Item 2. Identity and Background
This statement is being filed by the following persons (collectively, the
"Reporting Persons"):
Name. Russel Leventhal
Address. 21621 Nordhoff Street, Chatsworth, California 91311
Occupation. Director of Marketing, 21621 Nordhoff Street, Chatsworth,
California 91311
Convictions. None
Civil Proceedings. None
Citizenship. U.S.A.
Name. Allstate Communications, Inc., a California corporation
Address. 21621 Nordhoff Street, Chatsworth, California 91311
Business. Telecommunications
Convictions. None
Civil Proceedings. None
Name. The Allstate Communications, Inc. Profit Sharing Plan,
a California corporation
Address. 21621 Nordhoff Street, Chatsworth, California 91311
Business. Qualified profit sharing plan
Convictions. None
Civil Proceedings. None
Item 3. Source and Amount of Funds or Other Consideration
The sources of funds will be the personal funds of Russel Leventhal and the
working capital of Allstate Communications, Inc. and The Allstate
Communications, Inc. Profit Sharing Plan.
Item 4. Purpose of Transaction
The purpose of the transaction is to acquire additional securities of the
Issuer in order to increase the Reporting Persons' shareholdings in the Issuer
and eventually influence the composition of the Board of Directors and
management of the Issuer.
Item 5. Interest in Securities of the Issuer
(a)
Reporting Person Number of Shares % Shares
Russel Leventhal 315,500 7.558%
Allstate Communications, Inc. 25,000 0.599%
The Allstate Communications, Inc. 31,000 0.743%
Profit Sharing Plan
(b)
Shares with Shares with Shares with Shares with
Reporting Person Sole Power to Shared Power Sole Power to Shared Power
Vote to Vote* Dispose to Dispose*
Russel Leventhal 315,500 56,000 315,500 56,000
Allstate Communications, Inc. 25,000 56,000 25,000 56,000
The Allstate Communications, Inc. 31,000 56,000 31,000 56,000
Profit Sharing Plan
* The power to vote or dispose is shared with the other two Reporting
Persons.
(c) Russel Leventhal has purchased the following shares of the Issuer within
the last 60 days:
Date Number of Shares Price per Share
---- ---------------- ---------------
August 20, 1998 10,000 $0.97
August 28, 1998 40,000 $0.94
September 1, 1998 15,000 $0.90
September 3, 1998 5,000 $1.08
September 4, 1998 45,000 $1.08
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
None.
Item 7. Material to be Filed as Exhibits
Exhibit 1 Joint Filing Agreement
After reasonable inquiry and to the best of their knowledge and belief,
each of the undersigned certifies that the information set forth in this
Statement is true, complete and accurate.
/s/ Russel Leventhal
------------------------------------------
RUSSEL LEVENTHAL
ALLSTATE COMMUNICATIONS, INC.,
a California corporation
By: /s/ Richard J. Shapiro
--------------------------------------
Name: Richard J. Shapiro
Title: Vice President, Chief Financial Officer
THE ALLSTATE COMMUNICATIONS, INC.
PROFIT SHARING PLAN,
a California corporation
By: /s/ Richard J. Shapiro
--------------------------------------
Name: Richard J. Shapiro
Title: Co-Trustee
EXHIBIT 1
Joint Filing Agreement
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned agreed to the joint filing on behalf of each
of them, a Statement on Schedule 13D (including amendments thereto) with respect
to the Common Stock of Princeton Media Group, Inc. and further agree that this
Agreement be included as an exhibit to such filing. Each party to this Agreement
expressly authorizes each other party to file on its behalf any and all
amendments to such Statement.
In evidence whereof, the undersigned have caused this Agreement to be
executed on their behalf this 10th day of September, 1998.
ALLSTATE COMMUNICATIONS, INC.
By: /s/ Richard Shapiro
------------------------
Richard Shapiro
Chief Financial Officer
THE ALLSTATE COMMUNICATIONS, INC.
PROFIT SHARING PLAN
By: /s/ Richard Shapiro
------------------------
Richard Shapiro
Co Trustee
/s/ Russel Leventhal
------------------------
Russel Leventhal
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