-----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, PxaTQ6hhLLGxSaXhIol0+4Z0nOAR/rNeCfGvBpoF5qTgs71jI4EjLu/Jchzx+quh XMF+qFz7HR/Lw27aB26x3g== 0000912057-97-023875.txt : 19970711 0000912057-97-023875.hdr.sgml : 19970711 ACCESSION NUMBER: 0000912057-97-023875 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970710 SROS: NASD GROUP MEMBERS: APOLLO PARTNERS LLC GROUP MEMBERS: BRUCE MAGGIN GROUP MEMBERS: H.A.M. MEDIA GROUP LLC GROUP MEMBERS: JOHN T. HEALY GROUP MEMBERS: KENNETH F. GORMAN GROUP MEMBERS: MEDIA EQUITIES INTERNATIONAL LLC GROUP MEMBERS: RONALD LIGHTSTONE GROUP MEMBERS: TERRENCE A. ELKES SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DOVE ENTERTAINMENT INC CENTRAL INDEX KEY: 0000930436 STANDARD INDUSTRIAL CLASSIFICATION: PHONOGRAPH RECORDS & PRERECORDED AUDIO TAPES & DISKS [3652] IRS NUMBER: 954015834 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46517 FILM NUMBER: 97639001 BUSINESS ADDRESS: STREET 1: 8955 BEVERLY BLVD CITY: WEST HOLLYWOOD STATE: CA ZIP: 90048 BUSINESS PHONE: 3102737722 MAIL ADDRESS: STREET 2: 8955 BEVERLY BLVD CITY: WEST HOLLYWOOD STATE: CA ZIP: 90048 FORMER COMPANY: FORMER CONFORMED NAME: DOVE AUDIO INC DATE OF NAME CHANGE: 19941021 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MEDIA EQUITIES INTERNATIONAL LLC CENTRAL INDEX KEY: 0001037240 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE STAMFORD PLAZA CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033231263 MAIL ADDRESS: STREET 1: ONE STAMFORD PLAZA CITY: STAMFORD STATE: CT ZIP: 06901 SC 13D/A 1 SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 S C H E D U L E 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* DOVE ENTERTAINMENT, INC. (F/K/A DOVE AUDIO, INC.) --------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE --------------------------------------------------------------------- (Title of Class of Securities) 259901106 ------------------------------ (CUSIP Number) Copy to: Mr. Terrence A. Elkes Peter D. Weinstein, Esq. Media Equities International, LLC Morrison Cohen Singer & Weinstein, LLP One Stamford Plaza, 12th Floor 750 Lexington Avenue Stamford, CT 06901 New York, New York 10022 Telephone (203) 323-1263 Telephone (212) 735-8600 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) JUNE 13, 1997 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing 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 space__ . 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). (Continued on following page(s)) CUSIP No. 259901106 13D ============================================================================= 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Media Equities International, LLC ============================================================================= 2 Check the Appropriate Box if a Member of a Group* (a) / / (b) / / ============================================================================= 3 SEC Use Only ============================================================================= 4 Source of Funds* WC ============================================================================= 5 Check Box if Disclosure of Legal Proceedings is Required / / ============================================================================= 6 Citizenship or Place of Organization New York ============================================================================= 7 Sole Voting Power 6,368,000 shares 56.9% ======================================================== Number of 8 Shared Voting Power Shares Beneficially 0 shares 0% Owned By ======================================================== Each 9 Sole Dispositive Power Reporting Person 3,583,000 shares 42.7% With ======================================================== 10 Shared Dispositive Power 0 shares 0% ============================================================================= 11 Aggregate Amount Beneficially Owned By Each Reporting Person 3,583,000 shares ============================================================================= 12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* / / ============================================================================= 13 Percent of Class Represented by Amount in Row (11) 42.7% ============================================================================= 14 Type of Reporting Person* OO ============================================================================= *SEE INSTRUCTIONS BEFORE FILLING OUT! 2 CUSIP No. 259901106 13D ============================================================================= 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Apollo Partners LLC ============================================================================= 2 Check the Appropriate Box if a Member of a Group* (a) / / (b) / / ============================================================================= 3 SEC Use Only ============================================================================= 4 Source of Funds* OO ============================================================================= 5 Check Box if Disclosure of Legal Proceedings is Required / / ============================================================================= 6 Citizenship or Place of Organization Connecticut ============================================================================= 7 Sole Voting Power 0 shares 0% ======================================================= Number of 8 Shared Voting Power Shares Beneficially 6,368,000 shares 56.9% Owned By ======================================================= Each 9 Sole Dispositive Power Reporting Person 0 shares 0% With ======================================================= 10 Shared Dispositive Power 3,583,000 shares 42.7% ============================================================================= 11 Aggregate Amount Beneficially Owned By Each Reporting Person 3,583,000 shares ============================================================================= 12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* / / ============================================================================= 13 Percent of Class Represented by Amount in Row (11) 42.7% ============================================================================= 14 Type of Reporting Person* OO ============================================================================= *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 CUSIP No. 259901106 13D ============================================================================ 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Terrence A. Elkes ============================================================================ 2 Check the Appropriate Box if a Member of a Group* (a) / / (b) / / ============================================================================ 3 SEC Use Only ============================================================================ 4 Source of Funds* OO ============================================================================ 5 Check Box if Disclosure of Legal Proceedings is Required / / ============================================================================ 6 Citizenship or Place of Organization United States ============================================================================ 7 Sole Voting Power 0 shares 0% ====================================================== Number of 8 Shared Voting Power Shares Beneficially 6,368,000 shares 56.9% Owned By ====================================================== Each 9 Sole Dispositive Power Reporting Person 0 shares 0% With ====================================================== 10 Shared Dispositive Power 3,583,000 shares 42.7% ============================================================================ 11 Aggregate Amount Beneficially Owned By Each Reporting Person 3,583,000 shares ============================================================================ 12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* / / ============================================================================ 13 Percent of Class Represented by Amount in Row (11) 42.7% ============================================================================ 14 Type of Reporting Person* IN ============================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! 4 CUSIP No. 259901106 13D ============================================================================ 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Kenneth F. Gorman ============================================================================ 2 Check the Appropriate Box if a Member of a Group* (a) / / (b) / / ============================================================================ 3 SEC Use Only ============================================================================ 4 Source of Funds* OO ============================================================================ 5 Check Box if Disclosure of Legal Proceedings is Required / / ============================================================================ 6 Citizenship or Place of Organization United States ============================================================================ 7 Sole Voting Power 0 shares 0% ====================================================== Number of 8 Shared Voting Power Shares Beneficially 6,368,000 shares 56.9% Owned By ====================================================== Each 9 Sole Dispositive Power Reporting Person 0 shares 0% With ====================================================== 10 Shared Dispositive Power 3,583,000 shares 42.7% ============================================================================ 11 Aggregate Amount Beneficially Owned By Each Reporting Person 3,583,000 shares ============================================================================ 12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* / / ============================================================================ 13 Percent of Class Represented by Amount in Row (11) 42.7% ============================================================================ 14 Type of Reporting Person* IN ============================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! 5 CUSIP No. 259901106 13D ============================================================================ 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person H.A.M. Media Group LLC ============================================================================ 2 Check the Appropriate Box if a Member of a Group* (a) / / (b) / / ============================================================================ 3 SEC Use Only ============================================================================ 4 Source of Funds* OO ============================================================================ 5 Check Box if Disclosure of Legal Proceedings is Required / / ============================================================================ 6 Citizenship or Place of Organization New York ============================================================================ 7 Sole Voting Power 0 shares 0% ====================================================== Number of 8 Shared Voting Power Shares Beneficially 6,368,000 shares 56.9% Owned By ====================================================== Each 9 Sole Dispositive Power Reporting Person 0 shares 0% With ====================================================== 10 Shared Dispositive Power 3,583,000 shares 42.7% ============================================================================ 11 Aggregate Amount Beneficially Owned By Each Reporting Person 3,583,000 shares ============================================================================ 12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* / / ============================================================================ 13 Percent of Class Represented by Amount in Row (11) 42.7% ============================================================================ 14 Type of Reporting Person* OO ============================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! 6 CUSIP No. 259901106 13D ============================================================================ 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person John T. Healy ============================================================================ 2 Check the Appropriate Box if a Member of a Group* (a) / / (b) / / ============================================================================ 3 SEC Use Only ============================================================================ 4 Source of Funds* PF, OO ============================================================================ 5 Check Box if Disclosure of Legal Proceedings is Required / / ============================================================================ 6 Citizenship or Place of Organization United States ============================================================================ 7 Sole Voting Power 5,000 shares 0.1% ======================================================= Number of 8 Shared Voting Power Shares Beneficially 6,368,000 shares 56.9% Owned By ======================================================= Each 9 Sole Dispositive Power Reporting Person 5,000 shares 0.1% With ======================================================= 10 Shared Dispositive Power 3,583,000 shares 42.7% ============================================================================ 11 Aggregate Amount Beneficially Owned By Each Reporting Person 3,588,000 shares ============================================================================ 12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* / / ============================================================================ 13 Percent of Class Represented by Amount in Row (11) 42.7% ============================================================================ 14 Type of Reporting Person* IN ============================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! 7 CUSIP No. 259901106 13D ============================================================================ 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Bruce Maggin ============================================================================ 2 Check the Appropriate Box if a Member of a Group* (a) / / (b) / / ============================================================================ 3 SEC Use Only ============================================================================ 4 Source of Funds* PF, OO ============================================================================ 5 Check Box if Disclosure of Legal Proceedings is Required / / ============================================================================ 6 Citizenship or Place of Organization United States ============================================================================ 7 Sole Voting Power 32,500 shares 0.6% ======================================================= Number of 8 Shared Voting Power Shares Beneficially 6,368,000 shares 56.9% Owned By ======================================================= Each 9 Sole Dispositive Power Reporting Person 32,500 shares 0.6% With ======================================================= 10 Shared Dispositive Power 3,583,000 shares 42.7% ============================================================================ 11 Aggregate Amount Beneficially Owned By Each Reporting Person 3,615,500 shares ============================================================================ 12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* / / ============================================================================ 13 Percent of Class Represented by Amount in Row (11) 43.1% ============================================================================ 14 Type of Reporting Person* IN ============================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! 8 CUSIP No. 259901106 13D ============================================================================ 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Ronald Lightstone ============================================================================ 2 Check the Appropriate Box if a Member of a Group* (a) / / (b) / / ============================================================================ 3 SEC Use Only ============================================================================ 4 Source of Funds* PF ============================================================================ 5 Check Box if Disclosure of Legal Proceedings is Required / / ============================================================================ 6 Citizenship or Place of Organization United States ============================================================================ 7 Sole Voting Power 0 shares 0% ===================================================== Number of 8 Shared Voting Power Shares Beneficially 6,368,000 shares 56.9% Owned By ===================================================== Each 9 Sole Dispositive Power Reporting Person 0 shares 0% With ===================================================== 10 Shared Dispositive Power 3,583,000 shares 42.7% ============================================================================ 11 Aggregate Amount Beneficially Owned By Each Reporting Person 3,583,000 shares ============================================================================ 12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* / / ============================================================================ 13 Percent of Class Represented by Amount in Row (11) 42.7% ============================================================================ 14 Type of Reporting Person* IN ============================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! 9 This statement, dated June 13, 1997 constitutes Amendment No. 1 to the Schedule 13D, dated March 28, 1997 regarding the reporting persons' ownership of certain securities of Dove Entertainment, Inc. (the "Issuer"). ITEM 1. SECURITY AND ISSUER (a) Common Stock, $0.01 par value per share (CUSIP No. 259901106) ("Common Stock"). (b) Warrants ("Warrant") entitling the holder to purchase an aggregate of 2,825,000 shares of Common Stock, exercisable immediately upon issuance, pursuant to which the following exercise prices and expiration dates are applicable, respectively, with respect to three equal tranches of the underlying shares of Common Stock: $2.00 per share with an expiration date of March 27, 2000; (ii) $2.50 per share with an expiration date of March 27, 2000; and (iii) $3.00 per share with an expiration date of March 27, 2001. (c) Series B Preferred Stock, $0.01 par value (the "Series B Preferred Stock") entitling the holder to convert one share of Series B Preferred Stock into 500 shares of Common Stock (subject to adjustment), following the date of six months after issuance, at a conversion price of $2.00 per share, and redeemable at the option of the Issuer, in whole or in part, at any time after the fifth anniversary of the date of the Certificate of Determination relating to the issuance of the Series B Preferred Stock, subject to certain conditions. The holders of the Series B Preferred Stock are entitled to vote as a single class together with all other voting classes and stock on all actions to be taken by the stockholders of the Issuer except with respect to voting for the election of directors, in which case, so long as the reporting persons hereunder own at least 750,000 shares of Common Stock (assuming for these purposes that the shares of Series B Preferred Stock were converted in their entirety) and so long as Media Equities holds a majority of the initially issued shares of Series B Preferred Stock, the holders of the Series B Preferred Stock are entitled to elect one third of the directors of the Issuer. (d) Series C Preferred Stock, $0.01 par value (the "Series C Preferred Stock") entitling the holder to convert one share of Series C Preferred Stock into 500 shares of Common Stock (subject to adjustment), following the date of six months after issuance, at a conversion price of $2.00 per share, and redeemable at the option of the Issuer, in whole or in part, at any time after the fifth anniversary of the date of the Certificate of Determination relating to the issuance of the Series C Preferred Stock, subject to certain conditions. The holders of the Series C Preferred Stock are entitled to vote as a single class together with all other voting classes and stock on all actions to be taken by the stockholders of the Issuer. (e) Series D Preferred Stock, $0.01 par value (the "Series D Preferred Stock") entitling the holder to convert one share of Series D Preferred Stock into 1.20497 shares of Common 10 Stock (subject to adjustment), at a conversion price of $3.31958 per share (subject to adjustment), and redeemable at the option of the Issuer, in whole or in part, at any time after the fifth anniversary of the date of the Certificate of Determination relating to the issuance of the Series D Preferred Stock, subject to certain conditions. The holders of the Series D Preferred Stock are entitled to vote as a single class together with all other voting classes and stock on all actions to be taken by the stockholders of the Issuer. The Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock are sometimes referred to herein as the "Preferred Stock". (f) Dove Entertainment, Inc. 8955 Beverly Boulevard Los Angeles, California 90048 ITEM 2. IDENTITY AND BACKGROUND 1. (a) MEDIA EQUITIES INTERNATIONAL, LLC ("MEDIA EQUITIES"), a limited liability company organized under the limited liability company laws of the State of New York. (b) Address: One Stamford Plaza, 12th Floor Stamford, Connecticut 06901 (c) Principal Business: Investments and consulting. (d) Within the last five (5) years, Media Equities has not been convicted in any criminal proceeding. (e) Within the last five (5) years, Media Equities has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of a violation with respect to such laws. The members of Media Equities are Apollo Partners LLC, H.A.M. Media Group LLC and Ronald Lightstone. 2. (a) APOLLO PARTNERS LLC ("APOLLO"), a limited liability company organized under the Limited Liability Company Act of the State of Connecticut, and a member of Media Equities. (b) Address: One Stamford Plaza 11 Stamford, Connecticut 06901 (c) Principal Business: Investments (d) Within the last five (5) years, Apollo has not been convicted in any criminal proceeding. (e) Within the last five (5) years, Apollo has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of a violation with respect to such laws. Terrence A. Elkes and Kenneth F. Gorman are the members and managers of Apollo. 3. (a) TERRENCE A. ELKES, a member and manager of Apollo. (b) Address: One Stamford Plaza - 12th Floor Stamford, Connecticut 06901 (c) Principal occupation: Investor (d) Within the last five (5) years, Terrence Elkes has not been convicted in any criminal proceeding (excluding traffic violations and similar misdemeanors, if any). (e) Within the last five (5) years, Terrence Elkes has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of a violation with respect to such laws. (f) Citizenship: United States. Terence A. Elkes is a member and a manager of Media Equities and is a newly elected director of the Issuer. See Item 4. 4. (a) KENNETH F. GORMAN, a member and manager of Apollo. (b) Address: One Stamford Plaza - 12th Floor Stamford, Connecticut 06901 12 (c) Principal occupation: Investor (d) Within the last five (5) years, Kenneth Gorman has not been convicted in any criminal proceeding (excluding traffic violations and similar misdemeanors, if any). (e) Within the last five (5) years, Kenneth Gorman has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of a violation with respect to such laws. (f) Citizenship: United States. Kenneth F. Gorman is a member and a manager of Media Equities and a newly elected director of the Issuer. See Item 4. 5. (a) H.A.M. MEDIA GROUP LLC ("H.A.M. Media") a limited liability company organized under the Limited Liability Company Law of the State of New York and a member of Media Equities. (b) Address: 305 Madison Avenue, Suite 3016 New York, New York 10017 (c) Principal business: Investments (d) Within the last five (5) years, H.A.M. Media has not been convicted in any criminal proceeding. (e) Within the last five (5) years, H.A.M. Media has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of a violation with respect to such laws. John T. Healy and Bruce Maggin are the members and managers of H.A.M. Media. 6. (a) JOHN T. HEALY, a member and manager of H.A.M. Media. (b) Address: 305 Madison Avenue, Suite 3016 13 New York, New York 10017 (c) Principal occupation: Investor (d) Within the last five (5) years, John Healy has not been convicted in any criminal proceeding (excluding traffic violations and similar misdemeanors, if any). (e) Within the last five (5) years, John Healy has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of a violation with respect to such laws. (f) Citizenship: United States. John T. Healy is a member and a manager of Media Equities and is a newly elected director of the Issuer. See Item 4. 7. (a) BRUCE MAGGIN, a member and manager of H.A.M. Media. (b) Address: 305 Madison Avenue, Suite 3016 New York, New York 10017 (c) Principal occupation: Investor (d) Within the last five (5) years, Bruce Maggin has not been convicted in any criminal proceeding (excluding traffic violations and similar misdemeanors, if any). (e) Within the last five (5) years, Bruce Maggin has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of a violation with respect to such laws. (f) Citizenship: United States. Bruce Maggin is a member and manager of Media Equities, and is a newly elected director of the Issuer. See Item 4. 14 8. (a) RONALD LIGHTSTONE (b) Address: 400 Parkwood Drive Los Angeles, California 90077-3530 (c) Principal occupation: Investor (d) Within the last five (5) years, Ronald Lightstone has not been convicted in any criminal proceeding (excluding traffic violations and similar misdemeanors, if any). (e) Within the last five (5) years, Ronald Lightstone has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of a violation with respect to such laws. (f) Citizenship: United States. Ronald Lightstone is a member and manager of Media Equities, and is a newly elected director of the Issuer. See Item 4. ITEM 3. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION Media Equities obtained funds for the purchase of the securities from its working capital, which in turn was obtained from contributions from the individual reporting persons from personal funds. The amount of funds used in making the purchase pursuant to the Stock Purchase Agreement and the purchase pursuant to the Securities Purchase Agreement is set forth below: NAME AMOUNT OF CONSIDERATION Media Equities $4,002,000 Media Equities $3,086,000 ITEM 4. PURPOSE OF TRANSACTION. The reporting persons acquired their shares for purposes of investment. By virtue of the transactions described herein, Media Equities may be deemed to control the Issuer. On March 27, 1997, Media Equities entered into the Stock Purchase Agreement (the "Stock Purchase Agreement") pursuant to which it became obligated, subject to the terms 15 and conditions therein, to purchase the Series B Preferred Stock and Warrants of the Issuer. The transaction contemplated two closings for the purchase of the securities. The first closing occurred March 28, 1997 pursuant to which Media Equities purchased (a) 3,000 shares of Series B Preferred Stock and (b) a Warrant to purchase 1,500,000 shares of Common Stock, of the Issuer. The second closing occurred in two parts, the first on May 15, 1997 pursuant to which Media Equities purchased (a) 250 shares of Series B Preferred Stock, and (b) a Warrant to purchase 125,000 shares of Common Stock, of the Issuer, and the second on June 3, 1997 pursuant to which Media Equities purchased (a) 750 shares of Series B Preferred Stock, and (b) a Warrant to purchase 375,000 shares of Common Stock, of the Issuer. Media Equities and certain other purchasers entered into a pledge agreement, dated March 27, 1997, with the Issuer pursuant to which it agreed to pledge certain of the shares of Series B Preferred Stock as collateral to secure the payment for the securities to be purchased in the second closing, described above. The Pledge Agreement was terminated upon completion of the second closing. Pursuant to the terms of the Stock Purchase Agreement and the terms of the Series B Preferred Stock, so long as Media Equities owns 750,000 shares of Common Stock of the Issuer (assuming for these purposes that the shares of Preferred Stock were converted in their entirety), (i) so long as Media Equities holds a majority of the initially issued shares of Series B Preferred Stock, the holders of the Series B Preferred Stock have the right to elect one third of the board of directors, and (ii) if Media Equities no longer owns a majority of the initially issued shares of the Series B Preferred Stock, Media Equities has the right to nominate, and the Issuer is obligated to use its best efforts to have elected as management nominees, one third of the Board of Directors of the Issuer. The Stock Purchase Agreement fixes the number of directors at nine. In addition, in the event of the default by the Issuer in the observance of certain covenants enumerated in the Stock Purchase Agreement, Media Equities has the right to appoint two additional directors, effectively giving Media Equities the right to nominate a majority of the Board of Directors, which directors shall continue to serve until the earlier of the next occurring annual meeting of the shareholders of the Issuer following the cure of any default or until Media Equities no longer owns at least 750,000 shares of Common Stock (assuming for these purposes that the shares of Series B Preferred Stock were converted in their entirety). In connection with the transaction pursuant to the Stock Purchase Agreement, in order to fulfill the Issuer's obligations, the number of directors constituting the Board was increased from six to nine, and Messrs. Gorman, Maggin and Lightstone were elected to the Board of Directors of the Issuer. The Stock Purchase Agreement also provides that one of the Media Equities' nominee directors shall be a member of the Executive Committee. The current nominee to the executive committee of the Board of Directors is Ronald Lightstone. 16 Concurrently with the initial closing under the Stock Purchase Agreement, Media Equities entered into a shareholders voting agreement (the "Shareholders Voting Agreement"), dated March 27, 1997, among Media Equities, Michael Viner ("Viner) and Deborah Raffin ("Raffin", and together with Viner, "Viner") pursuant to which Viner has agreed to vote, and to use his reasonable best efforts to cause all of his affiliates to vote, all of the shares of Common Stock of the Issuer beneficially owned thereby and entitled to vote thereon for the election of the requisite number of director designees of Media Equities then required pursuant to Section 6.3 or 7.2 of the Stock Purchase Agreement, and to take all actions to cause the election of such designees, including seeking the resignation of current directors of the Issuer. Pursuant to the Stock Purchase Agreement, Media Equities entered into a three-year consulting agreement (the "Consulting Agreement"), dated as of April 1, 1997, between Media Equities and the Issuer, pursuant to which Media Equities will provide substantial general management consulting advice relating to the business of Media Equities, in exchange for which the Issuer will pay Media Equities annual compensation in the amount of $300,000 per year as follows: $200,000 in cash payable quarterly in advance and $100,000 in Common Stock of the Issuer valued at current market value on the date of payment, payable quarterly in arrears. Pursuant to the Stock Purchase Agreement, Media Equities was also granted registration rights under a registration rights agreement (the "Registration Rights Agreement"), dated March 27, 1997 among the Issuer, Media Equities, Viner and Raffin. Pursuant to the Registration Rights Agreement, the Issuer has agreed to prepare and file with the Securities and Exchange Commission, by not later than July 31, 1997, one or more registration statements providing, among other things, for the sale by Media Equities or its principal, of the shares of Common Stock issuable upon exercise of the Warrants, upon conversion of the Series B Preferred Stock or Series C Preferred Stock and upon issuance of the shares of Common Stock pursuant to the Consulting Agreement. On June 13, 1997, Media Equities consummated the transactions contemplated by a Securities Purchase Agreement dated June 10, 1997 (the "Securities Purchase Agreement") between Media Equities, Viner and Raffin pursuant to which Media Equities purchased from Viner and Raffin (i) Warrants to purchase 825,000 shares of Common Stock, (ii) 1,570 shares of Series C Preferred Stock, (iii) 214,113 shares of Series D Preferred Stock and (iv) 500,000 shares of Common Stock of the Issuer. Pursuant to the terms of the Securities Purchase Agreement, Media Equities was also granted a right of first refusal for the three year period ending on the third anniversary of the date of the Securities Purchase Agreement, to purchase from Viner and Raffin any shares of Common Stock which they desire to transfer, including shares of Common Stock which they propose to sell through market transactions. Additionally, pursuant to the Securities Purchase Agreement, Viner and Raffin have assigned all of their respective rights under the Registration Rights Agreement to Media Equities. Concurrently with the closing under the Securities Purchase Agreement, Viner and Raffin entered into an Employment Termination Agreement under which each resigned as an 17 officer and director of the Issuer. Following such resignation, Terrence A. Elkes and John T. Healy were elected to the Board of Directors of the Issuer. As a result, representatives of Media Equities constitute five directors out of the entire Board which consists of nine directors. Additionally, Ronald Lightstone was appointed acting Chief Executive Officer of the Issuer. By virtue of the transactions consummated pursuant to the Securities Purchase Agreement certain of the ancillary agreements described above previously entered into by the reporting persons pursuant to the Stock Purchase Agreement may have been rendered inapplicable with respect to certain securities of the Issuer held by such reporting persons. ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER. (a) The following list sets forth the aggregate number and percentage (based on 5,313,240 shares of Common Stock outstanding as set forth in Section 2.3 of the Stock Purchase Agreement) of outstanding shares of Common Stock owned beneficially (within the meaning of Rule 13d-3 and the Securities Exchange Act of 1934) by each reporting person named in Item 2, as of June 13, 1997: 18
- ------------------------- ---------------- ------------------ ------------------- ---------- SHARES OF PERCENTAGE OF COMMON STOCK SHARES BENEFICIALLY OF COMMON STOCK NUMBER OF % OF VOTING NAME OWNED(1)(3) BENEFICIALLY OWNED VOTES HELD (2)(3) POWER(2) - ------------------------- ---------------- ------------------ ------------------- ----------- Media Equities 3,583,000 42.7% 6,368,000 56.9% - ------------------------- ---------------- ------------------ ------------------- ----------- Apollo(4) 3,583,000 42.7% 6,368,000 56.9% - ------------------------- ---------------- ------------------ ------------------- ----------- Terrence A. Elkes(4) 3,583,000 42.7% 6,368,000 56.9% - ------------------------- ---------------- ------------------ ------------------- ----------- Kenneth F. Gorman(4) 3,583,000 42.7% 6,368,000 56.9% - ------------------------- ---------------- ------------------ ------------------- ----------- H.A.M. Media(4) 3,583,000 42.7% 6,368,000 56.9% - ------------------------- ---------------- ------------------ ------------------- ----------- John T. Healy(4) 3,588,000 42.7% 6,373,000 57.0% - ------------------------- ---------------- ------------------ ------------------- ----------- Bruce Maggin(4) 3,615,000 43.1% 6,400,500 57.2% - ------------------------- ---------------- ------------------ ------------------- ----------- Ronald Lightstone(4) 3,583,000 42.7% 6,368,000 56.9% - ------------------------- ---------------- ------------------ ------------------- -----------
(1) Includes for all reporting persons 500,000 shares of Common Stock, 2,825,000 shares of Common Stock issuable upon exercise of Warrants, and 258,000 shares of Common Stock issuable upon conversion of Series D Preferred Stock, calculated based on a conversion ratio of 1.20497 shares of Common Stock to one share of Series D Preferred Stock. (2) Includes for all reporting persons for purposes of calculating voting power, (a) the shares referred to in note (1), and (b) the equivalent of 2,000,000 shares of Common Stock issuable upon conversion of Series B Preferred Stock, calculated based on a conversion ratio of 500 shares of Common Stock to one share of Series B Preferred Stock, and the equivalent of 785,000 shares of Common Stock issuable upon conversion of Series C Preferred Stock, calculated based on a conversion ratio of 500 shares of Common Stock to one share of Series C Preferred Stock. The Common Stock issuable upon conversion of the Series B Preferred Stock and Series C Preferred Stock is not considered beneficially owned because it is not convertible into Common Stock until six months following its issuance. (3) Does not include shares of Common Stock to be acquired by Media Equities pursuant to the Consulting Agreement referred to in Item 6(f), the amount of which is indeterminable as of the date hereof. (4) Except for Media Equities, each reporting person disclaims beneficial ownership of the shares of Common Stock referred to in note (1) and the voting rights associated with the shares of Preferred Stock referred to in Note (2). (b) Media Equities has sole power to cast all votes referred to under Number of Votes Held in the foregoing chart and sole power to dispose of all shares of Common Stock referred to under Shares of Common Stock Beneficially Owned in the foregoing chart. By virtue of being a member of Media Equities, Apollo may be deemed to have shared power to cast all votes to which Media Equities has the right to cast, and may be deemed to have shared power to dispose of all shares of Common Stock beneficially owned by Media Equities. 19 By virtue of being a member and a manager of Apollo, a member and a manager of Media Equities, and a manager of Media Equities, Terrence A. Elkes may be deemed to have shared power to cast all votes to which Media Equities has the right to cast, and may be deemed to have shared power to dispose of all shares of Common Stock beneficially owned by Media Equities. By virtue of being a member and a manager of Apollo, a member and a manager of Media Equities, Kenneth F. Gorman may be deemed to have shared power to cast all votes to which Media Equities has the right to cast, and may be deemed to have shared power to dispose of all shares of Common Stock beneficially owned by Media Equities. By virtue of being a member of Media Equities, H.A.M. Media may be deemed to have shared power to cast all votes to which Media Equities has the right to cast, and may be deemed to have shared power to dispose of all shares of Common Stock beneficially owned by Media Equities. By virtue of being a member and a manager of H.A.M. Media, a member and a manager of Media Equities, John T. Healy may be deemed to have shared power to cast all votes to which Media Equities has the right to cast, and may be deemed to have shared power to dispose of all shares of Common Stock beneficially owned by Media Equities. John T. Healy has sole power to vote and dispose of 5,000 shares of the Common Stock, representing approximately 0.1% of the outstanding Common Stock. By virtue of being a member and manager of H.A.M. Media, a member and a manager of Media Equities, Bruce Maggin may be deemed to have shared power to cast all votes to which Media Equities has the right to cast, and may be deemed to have shared power to dispose of all shares of Common Stock beneficially owned by Media Equities. Bruce Maggin has sole power to vote and dispose of 32,500 shares of the Common Stock, representing approximately 0.6% of the outstanding Common Stock. By virtue of being a member and a manager of Media Equities, Ronald Lightstone may be deemed to have shared power to cast all votes to which Media Equities has the right to cast, and may be deemed to have shared power to dispose of all shares of Common Stock beneficially owned by Media Equities. (c) The following is a description of all transactions in the Common Stock, Warrants and Preferred Stock of the Issuer by the persons identified in Item 2 of this Schedule 13D effected from March 28, 1997 through June 13, 1997 inclusive. 20
- --------------------------------------------------------------------------------------------------- NAME OF SHAREHOLDER PURCHASE DATE SECURITIES PURCHASED PURCHASE PRICE - --------------------------------------------------------------------------------------------------- Media Equities 3/28/97 Warrant to purchase $1,500 1,500,000 shares of Common Stock (1) - --------------------------------------------------------------------------------------------------- Media Equities 3/28/97 3,000 shares of $3,000,000 Series B Preferred Stock (1) - --------------------------------------------------------------------------------------------------- Media Equities 5/13/97 Warrant to purchase 125,000 shares $125 of Common Stock (1) - --------------------------------------------------------------------------------------------------- Media Equities 5/13/97 250 shares of Series B Preferred $250,000 Stock (1) - --------------------------------------------------------------------------------------------------- Media Equities 6/3/97 Warrant to purchase 375,000 shares $375 of Common Stock (1) - --------------------------------------------------------------------------------------------------- Media Equities 6/3/97 750 shares of Series B Preferred $750,000 Stock (1) - --------------------------------------------------------------------------------------------------- Media Equities 6/13/97 Warrant to purchase 825,000 shares $1,570,000 of Common Stock and 1,570 shares of Series C Preferred Stock (2) - --------------------------------------------------------------------------------------------------- Media Equities 6/13/97 214,113 shares of Series D Preferred $516,000 Stock (2) - --------------------------------------------------------------------------------------------------- Media Equities 6/13/97 500,000 shares of Common Stock (2) $1,000,000 - ---------------------------------------------------------------------------------------------------
(1) Media Equities acquired the securities of the Issuer in a private placement pursuant to the Stock Purchase Agreement. See Item 4 herein. (2) Media Equities acquired the securities of the Issuer in a private placement pursuant to the Securities Purchase Agreement. See Item 4 herein. (d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of such securities. (e) Not applicable. 21 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER (a) Media Equities is a limited liability company established and governed by the Limited Liability Company Law of the State of New York and an Operating Agreement. Pursuant to such agreement, voting and investment power over the securities of the Issuer held by Media Equities is vested in its members - Apollo, H.A.M. Media and Ronald Lightstone. (b) Apollo is a limited liability company established and governed by the Limited Liability Company Act of the State of Connecticut and an Operating Agreement. Pursuant to such agreement, voting and investment power over the shares of Common Stock of the Issuer held by Apollo through its interest in Media Equities is vested in the members of Apollo. The members of Apollo are Terrence A. Elkes and Kenneth F. Gorman. (c) H.A.M. Media is a limited liability company established and governed by the Limited Liability Company Law of the State of New York and an Operating Agreement. Pursuant to such agreement, voting and investment power over the shares of Common Stock of the Issuer held by H.A.M. Media through its interest in Media Equities is vested in the members of H.A.M. Media. The members of H.A.M. Media are John T. Healy and Bruce Maggin. (d) The reporting persons acquired certain securities of the Issuer in a private placement pursuant to the Stock Purchase Agreement, among the Issuer, Media Equities, Michael Viner ("Viner") and Deborah Raffin ("Raffin"). See Item 4. (e) The reporting persons acquired certain securities of the Issuer held by Viner and Raffin, pursuant to the Securities Purchase Agreement among Media Equities, Viner and Raffin. See Item 4. (f) Concurrently with the initial closing under the Stock Purchase Agreement, Media Equities entered into a shareholders voting agreement (the "Shareholders Voting Agreement") dated March 27, 1997, among Media Equities, Viner and Raffin (Viner and Raffin, together, "Viner") pursuant to which Viner has agreed to vote, and to use his reasonable best efforts to cause all of his affiliates to vote, all of the shares of Common Stock of the Issuer beneficially owned thereby and entitled to vote thereon for the election of the requisite number of director designees of Media Equities then required pursuant to Section 6.3 or 7.2 of the Stock Purchase Agreement, and to take all actions to cause the election of such designees, including seeking the resignation of current directors of the Issuer. See Item 4. (g) Pursuant the Stock Purchase Agreement, Media Equities entered into a three-year consulting agreement (the "Consulting Agreement"), dated as of April 1, 1997, between Media Equities and the Issuer, pursuant to which Media Equities will provide 22 substantial general management consulting advice relating to the business of Media Equities, in exchange for which the Issuer will pay to Media Equities annual compensation in the amount of $300,000 per year as follows: $200,000 in cash payable quarterly in advance and $100,000 in Common Stock of the Issuer valued at current market value on the date of payment, payable quarterly in arrears. See Item 4. (h) Pursuant to the Stock Purchase Agreement, Media Equities was also granted registration rights under a registration rights agreement (the "Registration Rights Agreement"), dated March 27, 1997 among the Issuer, Media Equities, Viner and Raffin. Pursuant to the Registration Rights Agreement, the Issuer has agreed to prepare and file with the Securities and Exchange Commission, by not later than July 31, 1997, one or more registration statements providing, among other things, for the sale by Media Equities or its principal, of the shares of Common Stock issuable upon exercise of the Warrants, upon conversion of the Series B Preferred Stock and Series C Preferred Stock and upon issuance of the shares of Common Stock pursuant to the Consulting Agreement. See Item 4. (i) Pursuant to the Securities Purchase Agreement, Media Equities was also granted the right of first refusal to purchase shares of Common Stock owned by Viner and Raffin, either privately or in market sales. See Item 4. (j) Pursuant to the Securities Purchase Agreement, Viner and Raffin assigned all of their rights under the Registration Rights Agreement to Media Equities. See Item 4. (k) Except for the circumstances discussed or referred to in paragraphs (a) through (j) above, there are no contracts, arrangements, understandings, or relationships with respect to the securities of the Issuer among any of the persons reporting in this Schedule 13D. 23 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS EXHIBIT 1 - Stock Purchase Agreement, dated March 27, 1997, among Dove Entertainment, Inc., a California corporation, Media Equities International, LLC, a New York limited liability company, Michael Viner and Deborah Raffin, incorporated by reference herein from the Issuer's Schedule 13-D dated March 28, 1997. EXHIBIT 2 - Stockholders Voting Agreement, dated March 27, 1997, among Media Equities International, LLC, a New York limited liability company, Michael Viner and Deborah Raffin, incorporated by reference herein from the Issuer's Schedule 13-D dated March 28, 1997. EXHIBIT 3 - Securities Purchase Agreement, dated June 10, 1997, among Media Equities International, LLC, a New York limited liability company, Michael Viner and Deborah Raffin, incorporated by reference herein from the Issuer's Form 8-K filed June 25, 1997. 24 SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned hereby certifies that the information set forth in this Schedule is true, complete, and correct. Date: MEDIA EQUITIES INTERNATIONAL, LLC By:___________________________________ Name: Title: APOLLO PARTNERS LLC By:___________________________________ Name: Title: -------------------------------------- Terrence A. Elkes -------------------------------------- Kenneth F. Gorman ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). 25 H.A.M. MEDIA GROUP LLC By:___________________________________ Name: Title -------------------------------------- Bruce Maggin -------------------------------------- John T. Healy -------------------------------------- Ronald Lightstone ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). 26 -----END PRIVACY-ENHANCED MESSAGE-----