SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b) (c),
AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
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McClendon Transportation Group, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
57951710
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(CUSIP Number)
June 30, 2001
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
Page 1 of 5 pages
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CUSIP NO. 57951710 13G Page 2 of 5 Pages
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1 NAME(S) OF REPORTING PERSON(S)
S.S. OR I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S)
MDI Entertainment, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
A Delaware corporation
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5 SOLE VOTING POWER
NUMBER OF SHARES 1,656,000 shares of Common Stock
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BENEFICIALLY 6 SHARED VOTING POWER
- 0 - shares of Common Stock
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER
1,656,000 shares of Common Stock
REPORTING
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PERSON 8 SHARED DISPOSITIVE POWER
- 0 - shares of Common Stock
WITH
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,656,000 shares of Common Stock
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not applicable
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.9%
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12 TYPE OF REPORTING PERSON
CO
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Page 2 of 5 pages
Item 1(a) Name of Issuer
McClendon Transportation Group, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices
121 South Lafayette Street
Lafayette, Alabama 36362
Item 2(a) Name of Persons Filing
MDI Entertainment, Inc. ("MDI").
Item 2(b) Address of Principal Business Office or, if none, Residence
The address of the principal business office of MDI is 201 Ann
Street, Hartford, CT 06103.
Item 2(c) Citizenship
MDI is a corporation organized under the laws of the State of
Delaware.
Item 2(d) Title of Class of Securities
Common Stock
Item 2(e) CUSIP Number
57951710
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2
(b) or (c), check whether the person filing is a
(a) [ ] Broker or dealer registered under Section 15 of the
Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.
S.C. 78c).
(c) [ ] Insurance company as defined in Section 3(a)(19) of
the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment Adviser in accordance withss.240.13d-1
(b)(1)(ii)(E).
Page 3 of 5 pages
(f) [ ] An employee benefit plan or endowment fund in
accordance withss.240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in
accordance with ss.240.13d-1(b)(1)(ii)(G).
(h) [ ] A savings associations as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j) [ ] Group, in accordance withss.240.13d-1(b)(1)(ii)(J)
Item 4. Ownership
(a) Amount Beneficially Owned:
1,656,000 shares of Common Stock.
(b) Percent of Class:
8.9%. The foregoing percentage is calculated based upon the number of
outstanding shares of Common Stock set forth in the Issuer's Form 10-Q
filed with the Securities and Exchange Commission on July 10, 2001.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 1,656,000
shares.
(ii) shared power to vote or to direct the vote: - 0 -
shares
(iii) sole power to dispose or to direct the disposition
of:1,656,000 shares.
(iv) shared power to dispose or to direct the disposition
of: - 0 - shares.
MDI expressly disclaims beneficial ownership of any shares of Common Stock of
the Issuer reported herein to be beneficially owned by it except to the extent
of its pecuniary interest.
Page 4 of 5 pages
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following. [ ]
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
Issuer and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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 July 10, 2001 MDI ENTERTAINMENT, INC.
By: /s/ Steven M. Saferin
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Steven M. Saferin
President
Page 5 of 5 pages