-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UspLZJiR3Z1vTOAIGC3URqccZBGn5GjjWeGqfW2cd/50sJc6m1kRyCHE2tX3VQOz vD9pK+oOSajfrnH9v3svXg== 0001144204-07-019693.txt : 20070420 0001144204-07-019693.hdr.sgml : 20070420 20070419202708 ACCESSION NUMBER: 0001144204-07-019693 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070420 DATE AS OF CHANGE: 20070419 GROUP MEMBERS: HENRY G. LUKEN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Equity Media Holdings CORP CENTRAL INDEX KEY: 0001327012 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 202763411 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80990 FILM NUMBER: 07777134 BUSINESS ADDRESS: STREET 1: 595 SOUTH FEDERAL HIGHWAY STREET 2: SUITE 600 CITY: BOCA RATON STATE: FL ZIP: 33432 BUSINESS PHONE: 561-955-7300 MAIL ADDRESS: STREET 1: 595 SOUTH FEDERAL HIGHWAY STREET 2: SUITE 600 CITY: BOCA RATON STATE: FL ZIP: 33432 FORMER COMPANY: FORMER CONFORMED NAME: Coconut Palm Acquisition Corp. DATE OF NAME CHANGE: 20050513 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LUKEN HENRY GEORGE III CENTRAL INDEX KEY: 0001071118 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 900 FAIRWAY LN CITY: SODDY DAISY STATE: TN ZIP: 37379 BUSINESS PHONE: 4233321314 MAIL ADDRESS: STREET 1: 900 FAIRWAY LANE CITY: SODDY DAISY STATE: TN ZIP: 37379 SC 13D 1 v072098_sc13d.htm Unassociated Document
SCHEDULE 13D
(Rule 13d-102)
 
Information To Be Included In Statements Filed Pursuant To Rule 13d-1(A) And Amendments
Thereto Filed Pursuant To Rule 13d-2(A)
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Under the Securities Exchange Act of 1934
 
(Amendment No. ______________)*

Equity Media Holdings Corp.
 
(Name of Issuer)
 
Common Stock
 
(Title of Class of Securities)
 
191885102
 
(CUSIP Number)
 
William Horton
835 Georgia Avenue
Suite 600
Chattanooga, TN 37402
(423) 265-2560
 
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
March 30, 2007
 
(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 §240.13d-1(e), § 240.13d-1(f) or § 240.13d-1(g), check the following box. o
 
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 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 disclosure 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. 191885201
  
Page 2 of 4
 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Henry G. Luken III       
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  o
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)  o 
 
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
6,825,917 shares
8.
SHARED VOTING POWER
0 shares
9.
SOLE DISPOSITIVE POWER
6,825,917 shares
10.
SHARED DISPOSITIVE POWER
0 shares
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,825,917 shares
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   o
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.8%
14.
TYPE OF REPORTING PERSON
IN

 
SCHEDULE 13D
CUSIP No. 191885201
  
Page 3 of 4
 
Item 1.  Security and Issuer

This Statement on Schedule 13D relates to the common stock (the “Common Stock”) of Equity Media Holdings Corp., a Florida corporation (the “Issuer”). The principal executive offices of the Issuer are located at 595 South Federal Highway, Suite 500, Boca Raton, Florida 33432.

Item 2.  Identity and Background

This Schedule 13D is being filed Henry G. Luken III, an individual residing in the State of Tennessee. Mr. Luken's principal business address is 641 Battery Place, Chattanooga, TN 37403.

Mr. Luken is a United States citizen whose present principal occupation is private investor.

During the last five years, Mr. Luken has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is 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

6,549,239 shares of the Common Stock were acquired in exchange for 3,400,000 shares of Equity Broadcast Corporation (“EBC”) Class A common stock and 337,400 shares of EBC Class B common stock held by Mr. Luken before EBC’s merger with Coconut Palm Acquisition Corp., which merger was completed on March 30, 2007. In connection with the merger, each share of EBC Class A common stock was converted into the right to receive 1.461988 shares of the Common Stock and each share of EBC Class B common stock was converted into the right the receive 4.678362 shares of the Common Stock. Thus, as a result of the merger, Mr. Luken was issued 6,549,239 shares of the Common Stock.

Before the merger, on March 30, 2007, Mr. Luken acquired an additional 102,471 shares of the Common Stock in a private transaction with another stockholder for a purchase price of $5.45 per share. Mr. Luken used his personal funds to purchase these shares.

Before the merger, on March 30, 2007, Mr. Luken acquired an additional 169,207 shares of the Common Stock in a private transaction with another stockholder for a purchase price of $5.71 per share. Mr. Luken used his personal funds to purchase these shares.

Before the merger, on March 28, 2007, Mr. Luken acquired an additional 5,000 shares of the Common Stock in a private transaction with another stockholder for a purchase price of $5.07 per share. Mr. Luken used his personal funds to purchase the shares.
 
SCHEDULE 13D
CUSIP No. 191885201
  
Page 4 of 4
 
Item 4.  Purpose of Transaction

Mr. Luken has acquired all of the shares of Common Stock for investment purposes and has no plan or proposal thereto relates to or would result in any of the events or transactions described in Items 4(a) through 4(j) of Schedule 13D.

Item 5.  Interest in Securities of the Issuer

Mr. Luken beneficially owns 6,825,917 Shares of Common Stock. The 6,825,917 Shares of Common Stock beneficially owned constitute 16.8% of the Issuer’s outstanding shares of Common Stock, based upon 40,665,830 Shares of Common Stock outstanding as of April 16, 2007 and calculated in accordance with Rule 13d-3(d). Mr. Luken has the sole power to vote and dispose such shares of Common Stock.

Except for the shares of Common Stock acquired pursuant to the Merger and in private transactions before the merger (each as described in Item 3 of this report), no transaction in the Common Stock of the Issuer was effected by Mr. Luken during the past 60 days.

No other person is known by Mr. Luken to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the shares of Common Stock subject to this report.

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

Mr. Luken does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, the division of profits or losses or the giving or withholding of proxies.

Item 7.  Materials to be Filed as Exhibits

Exhibit A - Power of Attorney



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.



April 19, 2007
  
/s/ William Horton                                                          
William Horton, as duly authorized attorney-in-fact*
 
 
 
 
* Power of attorney is filed as an exhibit to this Schedule 13D.

 
 
 EX-99.A 2 v072098_ex99-a.htm
DURABLE GENERAL POWER OF ATTORNEY
 
OF
 
HENRY G. LUKEN, III
 
KNOW ALL MEN BY THESE PRESENTS, that I, HENRY G. LUKEN, III of Hamilton County, Tennessee, do hereby make, publish, constitute and appoint WILLIAM H. HORTON, of Hamilton County, Tennessee, my true and lawful agent and attorney-in-fact for me and in my name, place and stead and on behalf of me for my use and benefit upon the following terms and conditions.
 
1. Authorization to Act.
 
My said agent and attorney-in-fact is hereby authorized for me and in my name, place and stead and on behalf of me for my use and benefit to do all of the following:
 
 
i.
Purchase of Bonds and Securities. To purchase for my account bonds, securities, United States of America treasury bonds in general and also of the kind which are redeemable at par in payment of Federal Estate Taxes, to borrow money and obtain credit in my name from any source for such purpose and in connection therewith to make, execute, endorse, and deliver any and all necessary or desirable promissory notes, bills of exchange, drafts, agreements or other obligations and, as security therefor, to pledge, mortgage, and assign any stocks, bonds, insurance values, securities or other properties, whether real, personal or mixed, which I may own or in which I may have an interest, and to arrange for the safekeeping and custody of any such bonds and securities.
 
 
ii.
Contracts. To bargain, contract, agree for, buy, sell, mortgage, hypothecate, and in any and every way and manner deal in and with goods and merchandise, choses in action, and other real or personal property, in possession or in action, and to release mortgages on lands or chattels, and to make, do and transact all and every kind of business of every nature and kind.
 
 
iii.
Real Estate. To bargain, contract, agree for, purchase, receive and take lands, tenements, hereditaments and accept the seisin and possession of all lands and all deeds and other assurances, and to lease, let, demise, bargain, sell, release, convey, mortgage and hypothecate lands, tenements and hereditaments, upon such terms and conditions, and under such covenants, as my agent and attorney-in-fact shall think fit and also for me and in my name and as my act and deed to sign, execute and deliver and acknowledge such deeds, leases and assignment of leases, covenants, indentures, agreements, mortgages, deeds of trust, security deeds, hypothecations, bills, bonds, notes, receipts, evidences of debt releases, and satisfaction of mortgages, judgments and other debts, and such other instruments in writing of whatever kind or nature as may be necessary or proper in the premises.
 
 
 
 
 
 
 
iv.
Insurance. To obtain insurance of any kind, nature or description whatsoever, on any of my lands, tenements and hereditaments or in connection with the management, use or operation thereof or on any personal property belonging to me or in respect of the rents, issues and profits arising therefrom, and to make, execute and file proof or proofs of all loss or losses sustained or claimable thereunder, and all other instruments in and about the same, and to make, execute and deliver receipts, releases or other discharges therefor, under seal or otherwise.
 
 
v.
Negotiable Instruments. To make, execute, endorse, accept, collect and deliver any and all bills of exchange, checks, drafts and notes and, generally, to do any and all things incident to carrying on banking transactions in my name and on my behalf at any bank or trust company, wheresoever situated, where there may be occasion to handle any banking business or account of mine, and it shall not be obligatory on any such bank or trust company to make inquiry as to the circumstances of such occasion or the disposition of the proceeds involved in such account.
 
 
vi.
Safe Deposit Box. To have free and private access to any safe deposit box in my name or rented by me, in any bank, with full right to deposit and withdraw therefrom.
 
 
vii.
Corporate Stock. To receive and accept cash or stock dividends or other income or increment on any corporate stock or other security owned by me, to endorse checks and other instruments in satisfaction thereof, to vote stock held in my name, to execute proxies and consents with reference thereto, and to sell, assign, exchange and do any act necessary to effect the transfer of any shares of stock or other security owned by me or in which I may have any interest in any corporation or other organization, and to receive and give receipt for any money or other obligation due or to become due to me from the United States of America, or any agency or subdivision thereof.
 
 
viii.
Tax Matters. To make, verify, and file Federal, State and local income, gift or other tax returns of all kinds, claims for refund, requests for extensions of time, petitions to the Tax Court or other courts regarding tax matters, any and all other tax related documents, including receipts, offers, waivers, consents, powers of attorney, closing agreements of all kinds without limit, and generally to act in behalf of me in all tax matters of all kinds and for all periods before all officers of the Internal Revenue Service or any other taxing authority, including the receipt of confidential information, and to cause me to be represented in any and all such proceedings or to represent me in any and all such proceedings. Further, my attorney-in-fact is hereby authorized to sign on my behalf a Form 2848 Internal Revenue Service Power of Attorney form with respect to any type of tax, for any or all tax years and for any and all tax matters.
 
 
2
 
 
 
ix.
Gifts. To make gifts or other transfers of property, both real and personal, either outright or in trust, and including the forgiveness or cancellation of any indebtedness due to me, and the completion of any charitable pledges which I have made to such persons or organizations, and in such amounts, and at such times, as my said agent and attorney-in-fact shall determine; provided, however, that no single gift to any donee shall exceed the Federal gift tax annual exclusion then in effect for such year.; to consent to the splitting of gifts under §2513 and any similar provision of any successor tax law and any similar provisions of any state or local gift tax laws; and to pay any taxes that may be assessed by reason of such gifts.
 
 
x.
Collection of Assets. To collect, receive and assemble securities, bonds, treasury bonds, monies, checking and savings accounts, dividends, notes receivable, certificates of deposit, and property and interests in property, whether real, personal or mixed, of all kinds and descriptions, and to ask, demand, sue for, collect, recover and receive all sums of money, debts, dues, accounts, interests, dividends, and demands whatsoever as are now or shall hereafter become due, owing, payable or belonging to me, and have, use and take all lawful ways and means in my name or otherwise for the recovery thereof, by attachments, arrests, distress or otherwise, and to compromise and agree for the same, and give acquittances or other sufficient charges for the same, for me, and in my name.
 
 
xi.
General Authority. To exercise all powers, without diminution or restriction of the powers specifically enunciated above, that are vested in an attorney-in-fact pursuant to Tennessee Code Annotated, Section 34-6-109, or which may be exercised by an executor or trustee as enumerated in Tennessee Code Annotated, Section 35-50-110, as amended from time to time, which powers here are incorporated by reference and, generally to do, execute and perform any other act, deed, matter or thing whatsoever, that ought to be done, executed and performed, or that, in the opinion of my said attorney ought to be done, executed or performed in and about the premises, of every nature and kind whatsoever, as fully and effectually as I could do if personally present and acting.
 
2. Enabling Powers. With respect to any of the matters authorized under this power of attorney, my agent and attorney-in-fact is hereby authorized to perform all, any and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as the principal might or could do if personally present, including, without limitation, authority to enter into agreements and to execute, acknowledge and deliver any stock power, deed or other written instrument of any kind.
 
3. Ratification. I hereby ratify and confirm all and every act that my agent and attorney-in-fact shall do or cause to be done by virtue hereof and all documents of any kind executed or delivered by my agent and attorney-in-fact shall bind me and my heirs, distributees, legal representatives, successors and assigns.
 
 
3
 
4. Inducement. For the purpose of inducing any bank, broker, custodian, insurer, lender, transfer agent or other party to act in accordance with the powers granted in this power of attorney, I hereby represent, warrant, and agree that, if this power of attorney is terminated for any reason whatsoever, I and my heirs, distributees, legal representatives, successors, and assigns will save such party or parties harmless from any loss suffered or liability incurred by such party or parties in acting in accordance with this power of attorney prior to such party's receipt of actual notice of any such termination.
 
5. Exculpation. Under no circumstances shall my agent and attorney-in-fact named herein incur any liability to the principal for acting or refraining from acting hereunder, except for such agent and attorney-in-fact's own willful misconduct or gross negligence.
 
6. Durability. This power of attorney shall not be affected by my debility, disability, incompetence or incapacity, but rather shall remain effective even in the event of mental or physical disability, debility, incompetency or incapacity on my part, whether or not the same shall be adjudicated by any court, it being my intent that the authorizations and powers granted herein shall remain exercisable notwithstanding any such occurrence.
 
7. Governing Law. This power of attorney shall be governed by the laws of the State of Tennessee in all respects, including its validity, construction, interpretation and termination. Should any provisions herein be held invalid, such invalidity shall not affect the other provisions which shall remain in full force and effect.
 
8. Termination. THIS POWER OF ATTORNEY SHALL REMAIN IN FULL FORCE AND EFFECT UNTIL IT IS TERMINATED BY THE UNDERSIGNED BY WRITTEN NOTICE TO THE ATTORNEY-IN-FACT APPOINTED HEREIN. Any party may rely on the representation of my agent and attorney-in-fact regarding whether any such notice has been given and regarding whether this power of attorney continues to be in full force and effect.
 
9. Photocopies. My agent and attorney-in-fact is authorized to make photocopies of this document as frequently and in such quantity as my agent and attorney-in-fact shall deem appropriate. All photocopies shall have the same force and effect as any original.
 
IN WITNESS WHEREOF, I have duly executed this durable general power of attorney, this 4th day of February, 1999.
 
/s/ Henry G. Luken III
    
   
HENRY G. LUKEN III
Signed, sealed and delivered
in the presence of:
    
/s/ Colleen Luken
    
Witness
    
 
 
 
4
 
 
STATE OF TENNESSEE
)
   
COUNTY OF HAMILTON
)

Personally appeared before me, a Notary Public, duly appointed, commissioned and qualified in and for said County and State, HENRY G. LUKEN, III, the within named bargainor, with whom I am personally acquainted, who signed, sealed and delivered the foregoing instrument in my presence, and who acknowledged that he executed the within instrument for the purposes therein contained as his free act and deed.
 
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal at my office in said State and County, on this the 4th day of February, 1999.
 
/s/ Janet Raines
Notary Public
My commission expires: 11/7/2000
 
prepared by:
 
horton, maddox and anderson, pllc
one central plaza, suite 600
835 georgia avenue
chattanooga, tennessee 37402
 
 
 
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