SC 13G 1 emak13g.txt SEC 1745 (6-01) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. OMB APPROVAL OMB Number: 3235-0145 Expires: October 31, 2002 Estimated average burden hours per response. . . 14.9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ___________)* Equity Marketing, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 294724109 (CUSIP Number) February 13, 2002 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ X] 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). CUSIP No. ..........294724109............ 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). ..Gruber and McBaine Capital Management, LLC................ 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) .........X......... (b) ................... 3. SEC Use Only ........................................ 4. Citizenship or Place of Organization ........................................California...... Number of Shares Beneficially Owned by Each Reporting Person With 5. Sole Voting Power ...............................0........... 6. Shared Voting Power ..................268,800................. 7. Sole Dispositive Power...............................................0................. 8. Shared Dispositive Power ................... 268,800............ 9. Aggregate Amount Beneficially Owned by Each Reporting Person...268,800 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)................................. 11. Percent of Class Represented by Amount in Row (9) ......4.57% 12. Type of Reporting Person (See Instructions) IA & OO CUSIP No. ...........294724109.............. 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). .....Jon D. Gruber................................................. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) ...X............................................. (b) .................................................. 3. SEC Use Only ..................................... 4. Citizenship or Place of Organization .......................................California...... Number of Shares Beneficially Owned by Each Reporting Person With 5. Sole Voting Power ...........................................56,000. 6. Shared Voting Power ..................................... 268,800... 7. Sole Dispositive Power.......................................56,000...... 8. Shared Dispositive Power .................................268,800.............. 9. Aggregate Amount Beneficially Owned by Each Reporting Person...................................................324,800 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)................................. 11. Percent of Class Represented by Amount in Row (9) ...............................................................5.53% 12. Type of Reporting Person (See Instructions) IN CUSIP No. ..........294724109............... 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). ...J.Patterson McBaine.............................. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) ...X......................................... (b) ................................................. 3. SEC Use Only ...................................... 4. Citizenship or Place of Organization ....................................California......................... Number of Shares Beneficially Owned by Each Reporting Person With 5. Sole Voting Power ....................................................23,900....... 6. Shared Voting Power ...............................268,800... 7. Sole Dispositive Power................................................23,900... 8. Shared Dispositive Power ...........................268,800.... 9. Aggregate Amount Beneficially Owned by Each Reporting Person.....................................................292,700 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)............................4.98% 11. Percent of Class Represented by Amount in Row (9) ................................................................. 12. Type of Reporting Person (See Instructions) IN CUSIP No. ...........294724109................ 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). ...Thomas O. Lloyd-Butler...... 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) ...X........................ (b) ............................... 3. SEC Use Only ........................... 4. Citizenship or Place of Organization ...........................................................California. Number of Shares Beneficially Owned by Each Reporting Person With 5. Sole Voting Power ...............................................................0..... 6. Shared Voting Power .........................................268,800 7. Sole Dispositive Power...........................................................0.. 8. Shared Dispositive Power ....................................268,800. 9. Aggregate Amount Beneficially Owned by Each Reporting Person.................................................... 268,800 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)................................. 11. Percent of Class Represented by Amount in Row (9) .................................................................4.57% 12. Type of Reporting Person (See Instructions) IN CUSIP No. ......294724109............... 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). ........Eric B. Swergold... 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) ..X............. (b) ................. 3. SEC Use Only ....................... 4. Citizenship or Place of Organization ..............................................................California. Number of Shares Beneficially Owned by Each Reporting Person With 5. Sole Voting Power .........................................................0. 6. Shared Voting Power ....................................268,800. 7. Sole Dispositive Power...................................................0. 8. Shared Dispositive Power ...............................268,800. 9. Aggregate Amount Beneficially Owned by Each Reporting Person....................................................... 268,800 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)................................. 11. Percent of Class Represented by Amount in Row (9) .........................................................4.57% 12. Type of Reporting Person (See Instructions) IN Item 1. (a) Name of Issuer - Equity Marketing, Inc. (b) Address of Issuer's Principal Executive Offices - 6330 San Vicente Blvd., Los Angeles, California, 90048 Item 2. (a) Names of Persons Filing Gruber & McBaine Capital Management, LLC ("GMCM") Jon D. Gruber ("Gruber") J. Patterson McBaine ("McBaine") Thomas O. Lloyd-Butler ("Lloyd-Butler") Eric B. Swergold ("Swergold") (b) Address of Principal Business Office or, if none, Residence 50 Osgood Place, Penthouse San Francisco, CA 94133 (c) Citizenship - see item 4 of the cover sheet (d) Title of Class of Securities- common stock (e) CUSIP Number - 294724109 Item 3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-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) [X ] An investment adviser in accordance with 240.13d- 1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with 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 with 240.13d-1(b)(1)(ii)(J). Item 4. Ownership. See Items 5-9 and 11 of the cover page for each Filer 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. The filer is a registered investment advisor whose clients have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Stock. No individual client's holdings of the Stock are more than five percent of the outstanding Stock. 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 See item 2a of this schedule Item 9. Notice of Dissolution of Group Not applicable Item 10. Certification (a) The following certification is included with respect to GMCM By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. (b) The following certification is included with respect to Gruber, McBaine, Lloyd-Butler and Swergold: 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 of the securities 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: Gruber and McBaine Capital Management, LLC By: /s/ J. Patterson McBaine Print Name: J. Patterson McBaine Title: Manager /s/ Jon D. Gruber /s/ J. Patterson McBaine Jon D. Gruber J. Patterson McBaine /s/ Thomas O. Lloyd-Butler /s/ Eric B. Swergold Thomas O. Lloyd-Butler Eric B. Swergold