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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
American Independent Network, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
0000267801
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(CUSIP Number)
Gregory R. Samuel, Haynes and Boone, LLP
3100 NationsBank Plaza, Dallas, TX 75202
(214) 651-5645
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 30, 1999
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(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other persons 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).
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SCHEDULE 13D
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CUSIP No. 0000267801 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Alan Luckett
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
750,000
NUMBER OF --------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH --------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.8%
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14 TYPE OF REPORTING PERSON
IN
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* Based on 3,997,502 shares of Common Stock reported outstanding in the
Company's Form 10-QSB filed on November 17, 1998 with the Securities and
Exchange Commission.
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Item 1. Security and Issuer
This statement relates to the common stock, par value $0.01 per share ("Common
Stock"), of American Independent Network, Inc. (the "Company"). The address of
the principal executive offices of the Company is 6125 Airport Freeway, Suite
200, Haltom City, Texas 76117.
Item 2. Identity and Background
(a) Alan Luckett.
(b) 4610 River Forest, Arlington, Texas 76017
(c) Mr. Luckett is the director of Hispano Television Ventures which produces
television programs. The address of such business is 4610 River Forest,
Arlington, Texas 76017.
(d) Mr. Luckett has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations and similar
misdemeanors).
(e) Mr. Luckett has not, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
where as a result of such proceeding he 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.
(f) Mr. Luckett is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
The filing of this statement is necessitated by a change in the beneficial
ownership of and voting power of Mr. Luckett arising solely by virtue of the
execution by Mr. Luckett and Mr. Moseley, President and Chief Financial Officer
of the Company, of an Agreement dated March 30, 1999 (the "Agreement"), pursuant
to which Mr. Moseley irrevocably granted Mr. Luckett the right to vote 750,000
shares of Common Stock owned by Mr. Moseley until September 30, 1999.
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Item 4. Purposes of the Transaction.
On March 11, 1999, Mr. Luckett loaned the Company the aggregate principal amount
of $104,000 which is due 60 days from such date and is unsecured. Mr. Luckett
also purchased a judgment owed by the Company to Showplace Video in the
aggregate amount of $53,617 from Showplace Video. As a result, Mr. Luckett has
been reviewing the Company's performance. After reviewing the Company's
performance, Mr. Luckett believes that the Company's Board should promptly
evaluate all alternatives available to maximize the value of the Company for all
stockholders, including, among other things, a restructuring of the Company, a
sale of all or substantially all of the Company's assets, or merger or other
business combination.
On April 1, 1999, Mr. Luckett met with certain of the Company's officers and
members of the Company's current Board of Directors to discuss the Company. Mr.
Luckett may continue to engage in communications with one or more of the
Company's officers or members of the Company's current Board of Directors or
their advisors regarding the Company, including, without limitation, its
operations.
Mr. Luckett has also had discussions with certain other stockholders. In
accordance with applicable law, Mr. Luckett may continue to engage in
communications with one or more of the Company's stockholders regarding a
proposed reconstitution of the Board of Directors and the Company's need to
consider all alternatives to maximize stockholder value.
Mr. Luckett may nominate candidates for the Board of Directors of the Company.
Mr. Luckett may also, subject to applicable law, seek proxies, consents and/or
ballots in support of any such nominees or in support of or against other
matters that may come before the Company's stockholders for their vote or
consent.
As part of his review process, Mr. Luckett is also currently exploring, and may
explore from time to time in the future, ways to implement a variety of
alternatives with respect to the Company, including, without limitation: (a) the
acquisition of additional securities of the Company, or the disposition of
securities of the Company; (b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation of the Company or involving the Company or
any of its subsidiaries; (c) a sale or transfer of a material amount of assets
of the Company or any of its subsidiaries; (d) a material change in the present
capitalization or dividend policy of the Company; (e) any other material change
in the Company's business or corporate structure; (f) changes in provisions in
the Company's certificate of incorporation or bylaws; (g) causing a class of
securities of the Company to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities
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association; (h) a class of equity securities of the Company becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or (i) any action similar to any of those
enumerated above.
There can be no assurance that Mr. Luckett will develop any plans or proposals
with respect to any of the foregoing matters. Any strategies that Mr. Luckett
may pursue will depend upon a number of factors, including, without limitation,
current and anticipated future trading prices for the Common Stock, the
financial condition, results of operations and prospects of the Company and its
businesses, the relative attractiveness of alternative business and investment
opportunities, the actions of the Company's Board of Directors and its
management and general economic, market and industry conditions. Depending upon
the foregoing factors, Mr. Luckett may at any time buy Common Stock in the open
market or through privately negotiated transactions or sell any Common Stock
that he acquires.
Except as set forth above, Mr. Luckett has no plans or proposals with respect to
any of the matters set forth in paragraphs (a) through (i) of Item 4 of Schedule
13D.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Luckett beneficially owns 750,000 shares of Common Stock, which
represents approximately 18.8% of the outstanding shares of Common
Stock. Mr. Luckett has the power to vote such shares of Common Stock
owned by Mr. Moseley until September 30, 1999.
(b) Mr. Luckett has sole voting power over 750,000 shares of Common Stock
and does not share voting power over any shares of Common Stock. Mr.
Luckett does not have sole dispositive power over 750,000 shares of
Common Stock.
(c) Except for the acquisition of the 750,000 shares reported on this
Schedule 13D, in the past 60 days, Mr. Luckett has not engaged in any
transactions in respect of shares of Common Stock.
(d) With respect to the 750,000 shares of Common Stock owned directly by
Mr. Moseley that Mr. Luckett has the power to vote through September
30, 1999, Mr. Moseley has the right to receive any dividends on or the
proceeds from the sale of any such shares.
(e) Not applicable.
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Item 6. Contracts, Arrangements Understandings or Relations with Respect to
Securities of the Issuer.
Mr. Luckett and Mr. Moseley entered into the Agreement as of March 30, 1999.
Pursuant to the Agreement, among other things, Mr. Moseley irrevocably granted
Mr. Luckett the right to vote 750,000 shares of Common Stock owned by Mr.
Moseley until September 30, 1999.
Item 7. Material to be filed as Exhibits.
7.1 Agreement, dated as of March 30, 1999, by and between Alan Luckett and
Randy Moseley.
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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.
Date: April 9, 1999
/s/ ALAN LUCKETT
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Alan Luckett
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
7.1 Agreement, dated as of March 30, 1999, by and between Alan Luckett
and Randy Moseley.
</TABLE>
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EXHIBIT 7.1
VOTING AGREEMENT AND IRREVOCABLE PROXY
This VOTING AGREEMENT AND IRREVOCABLE PROXY (this "AGREEMENT AND
PROXY") is entered into as of March 30, 1999 by and between Patrick Alan Luckett
("LUCKETT") and Randy Moseley ("MOSELEY").
WHEREAS, in order to induce Luckett to continue negotiations with
American Independent Network, Inc. (the "COMPANY") for the possible acquisition
of certain shares of common stock of the Company (the "COMMON STOCK") to be
issued to Luckett, Luckett is requiring Moseley to execute and deliver this
Agreement and Proxy.
NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereby agree as follows:
1. Voting Agreement. Moseley agrees that, from and following the date
hereof and continuing until September 30, 1999, Moseley will at all times, with
respect to any matters on which shares of Common Stock are entitled to vote,
vote any and all shares of Common Stock which Moseley is entitled to vote in the
manner directed by Luckett in writing.
2. Irrevocable Proxy. In order to implement the voting agreement set
forth in Section 1, until September 30, 1999, Moseley hereby grants to Luckett,
with full power of substitution, a proxy (a "PROXY") to vote, on all matters on
which the Common Stock is entitled to vote, any and all shares of Common Stock
which Moseley is entitled to vote and to give written consents in lieu of voting
such Common Stock, in the same manner as other shares of Common Stock are voted
or written consents are given. Moseley acknowledges that Moseley's Proxy is
coupled with an interest, and Moseley agrees that Moseley's Proxy shall be
irrevocable and shall survive the death, disability or incapacity of Moseley.
Luckett shall have the right to vote or exercise (or refrain from voting or
exercising) the Proxy at any time and from time to time as he may elect in his
sole discretion.
3. Transfer of Common Stock. Moseley agrees that he will not transfer
any shares of Common Stock to any person or entity unless such person or entity
agrees in writing to be bound by the provisions of this Agreement and Proxy.
Moseley agrees that any attempted transfer in violation of this Section 3 shall
be null and void ab initio. Each transferee of Common Stock that is required
pursuant to this Section 3
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to agree in writing to be bound by the provisions of this Agreement and Proxy
shall be deemed to be Moseley for purposes of this Agreement and Proxy.
4. Right of Equitable Relief. Moseley acknowledges that monetary
damages are an inadequate remedy with respect to any breach of this Agreement
and Proxy by Moseley. Without limiting any other remedies that may be available
to Luckett, Moseley expressly agrees that Luckett shall have the right to
specific performance of this Agreement and Proxy with respect to Moseley and
shall not be required to post any bond or other security in connection with any
equitable remedy.
5. Notices. All notices, requests, consents or other communications
required or permitted under this Agreement and Proxy shall be in writing and
shall be deemed to have been duly given or delivered by any party (i) when
received by such party if delivered by hand, (ii) upon confirmation when
delivered by telecopy, (iii) within one day after being sent by recognized
overnight delivery service or (iv) within five business days after being mailed
by first-class mail, postage prepaid, and in each case addressed as follows:
If to Luckett:
4610 River Forest
Arlington, Texas 76017
If to Moseley:
PO Box 29
Cresson, Texas 76035
Any party by written notice to the other parties pursuant to this
Section may change the address to whom notices or copies thereof shall be
directed.
6. Binding Effect of this Agreement. This Agreement and Proxy (i)
constitutes the entire agreement between the parties relating to the subject
matter hereof, and (ii) supersedes all previous understandings and agreements
between the parties relating to the subject matter hereof, both oral and
written. The terms and conditions of this Agreement and Proxy shall inure to the
benefit of and be binding upon the respective successors and permitted assigns
of the parties hereto. Nothing in this Agreement and Proxy, express or implied,
is intended to confer upon any party, other than the parties hereto and their
respective permitted assigns, any rights, remedies, obligations or liabilities
under or by reason of this Agreement and Proxy and
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no person who is not a party to this Agreement and Proxy may rely on the terms
hereof.
7. Assignment. Neither party to this Agreement and Proxy may assign his
rights or delegate his obligations hereunder without the prior written consent
of the other party. Any such attempted assignment shall be null and void ab
initio.
8. Remedies. All rights and remedies under this Agreement and Proxy are
cumulative, not exclusive, and shall be in addition to all rights and remedies
available to either party at law or in equity.
9. Construction. This Agreement and Proxy shall be construed and
enforced in accordance with and governed by the laws of the State of Texas,
without regard to the conflicts of law principles thereof.
IN WITNESS WHEREOF, this Agreement and Proxy has been executed and
delivered as of the date first set forth above.
/s/ ALAN LUCKETT
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ALAN LUCKETT
/s/ RANDY MOSELEY
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RANDY MOSELEY
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