SC 13G 1 a13gmac.txt SCHEDULE 13 G 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) ------- McClendon Transportation Group, Inc. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock -------------------------------------------------------------------------------- (Title of Class of Securities) 57951710 -------------------------------------------------------------------------------- (CUSIP Number) June 30, 2001 ---------------------------------------------------------------------- (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 ================================================ ======================= CUSIP NO. 57951710 13G Page 2 of 5 Pages ================================================ =======================

================================================ ======= ============================================================== 5 SOLE VOTING POWER NUMBER OF SHARES 1,656,000 shares of Common Stock ------- -------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER - 0 - shares of Common Stock OWNED BY ------- -------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER 1,656,000 shares of Common Stock REPORTING ------- -------------------------------------------------------------- PERSON 8 SHARED DISPOSITIVE POWER - 0 - shares of Common Stock WITH ================================================ ======= ==============================================================

============ ========================================================================================================== 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,656,000 shares of Common Stock ------------ ---------------------------------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not applicable ------------ ---------------------------------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.9% ------------ ---------------------------------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON CO ============ ==========================================================================================================

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 --------------------------------------- Steven M. Saferin President Page 5 of 5 pages

MCCLENDON TRANSPORTATION GROUP INC SC 13G