<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under The Securities Exchange Act of 1934
(Amendment No. 1)*
Graff Pay-Per View, Inc.
(Name of Issuer)
Common Stock, par value $.10 per share
(Title of Class of Securities)
384284 10 5
(CUSIP Number)
Terry Christensen, Esq.
CHRISTENSEN, MILLER, FINK, JACOBS, GLASER, WEIL & SHAPIRO, LLP
2121 Avenue of the Stars, 18th Flr.
Los Angeles, CA 90067
(310) 553-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 14, 1996
(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 Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / / (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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.
<PAGE> 2
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))
PAGE 2 OF 12 PAGES
<PAGE> 3
- --------------------- ------------------
CUSIP NO. 384284 10 5 13 D PAGE 3 OF 12 PAGES
- --------------------- ------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Spector Revocable Family Trust dated March 21, 1984
Edward Spector, Co-Trustee, SS # ###-##-####
Ilene Spector, Co-Trustee, SS # ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-**
NUMBER OF -------------------------------------------------------------
8 SHARED VOTING POWER
SHARES 666,000 shares**
BENEFICIALLY -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
OWNED BY -0-**
EACH -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING PERSON 666,000**
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
666,000 shares**
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /X/
- --------------------------------------------------------------------------------
13 PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.82%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Excludes shares not beneficially held by Spector Revocable Family Trust dated
March 21, 1984
<PAGE> 4
- --------------------- ------------------
CUSIP NO. 384284 10 5 13 D PAGE 4 OF 12 PAGES
- --------------------- ------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Eric M. Spector Revocable Living Trust dated February 16, 1996
Eric M. Spector, Trustee SS # ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO [with respect to 28,000 shares]
PF [with respect to 1,340 shares]
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
29,340 shares**
NUMBER OF -------------------------------------------------------------
8 SHARED VOTING POWER
SHARES -0-**
BENEFICIALLY -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
OWNED BY 29,340 shares**
EACH -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING PERSON -0-**
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON**
29,340 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /X/
- --------------------------------------------------------------------------------
13 PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.26%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Excludes shares not beneficially held by Eric M. Spector Revocable Living
Trust dated February 16, 1996
<PAGE> 5
- --------------------- ------------------
CUSIP NO. 384284 10 5 13 D PAGE 5 OF 12 PAGES
- --------------------- ------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Evan Spector SS # 158 70 8446
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
28,000 shares**
NUMBER OF -------------------------------------------------------------
8 SHARED VOTING POWER
SHARES -0-**
BENEFICIALLY -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
OWNED BY 28,000 shares**
EACH -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING PERSON -0-**
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON**
28,000 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /X/
- --------------------------------------------------------------------------------
13 PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.25%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Excludes shares not beneficially held by Evan Spector
<PAGE> 6
- --------------------- ------------------
CUSIP NO. 384284 10 5 13 D PAGE 6 OF 12 PAGES
- --------------------- ------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Staci Spector SS # 557 73 2687
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
28,000 shares**
NUMBER OF -------------------------------------------------------------
8 SHARED VOTING POWER
SHARES -0-**
BENEFICIALLY -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
OWNED BY 28,000 shares**
EACH -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING PERSON -0-**
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON**
28,000 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /X/
- --------------------------------------------------------------------------------
13 PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.25%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Excludes shares not beneficially held by Staci Spector
<PAGE> 7
Reference is hereby made to that certain Schedule 13D, dated November
8, 1996, filed by the Spector Revocable Family Trust dated March 21, 1984 (the
"Trust") with respect to the common stock, par value $.01 per share (the "Common
Stock"), of Graff Pay-Per View, Inc. ("Issuer"), referred to herein as the
"Schedule." Unless otherwise indicated, capitalized terms used herein have the
meanings ascribed to them in the Schedule. Unless otherwise indicated herein,
the information contained in the Schedule remains unchanged.
The Schedule is hereby amended as follows:
Item 2. Identity and background.
Item 2 of the Schedule is hereby amended and restated in its entirety
as follows:
This statement on Schedule 13D is filed on behalf of each of the
Spector Revocable Family Trust dated March 21, 1984, the Eric M.
Spector Revocable Living Trust dated February 16, 1996, Evan Spector
and Staci Spector. Each such person is described more fully below:
Spector Revocable Family Trust dated March 21, 1994 (the "Trust") is a
trust formed under the laws of the State of California, the settlors
and co-trustees of which are Edward M. Spector and Ilene Spector. The
address of Edward M. Spector, Ilene Spector and the Trust is 6349
Palomar Oaks Court, Carlsbad, CA 92009. None of Edward M. Spector,
Ilene Spector or the Trust has, during the past five years, been
convicted in a criminal proceeding (excluding traffic offenses or
similar misdemeanors). None of Edward M. Spector, Ilene Spector or the
Trust has, during the past five years, been party to a civil proceeding
resulting in a judgment, decree or final order against them 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. Edward M. Spector and Ilene Spector are United
States citizens. The principal occupations of Edward M. Spector and
Ilene Spector are Chief Executive Officer and Senior Vice President of
Administration, respectively, of Spector Entertainment Group, Inc., a
subsidiary of the Issuer.
Eric M. Spector Revocable Living Trust dated February 16, 1996 (the
"Eric M. Spector Trust") is a trust formed under the laws of the State
of California, the settlor and trustee of which is Eric M. Spector. The
address of both Eric M. Spector and the Eric M. Spector Trust is 6349
Palomar Oaks Court, Carlsbad, CA 92009. Eric M. Spector is the son of
Edward M. and Ilene Spector (the co-trustees of the Trust), and the
brother of Evan and Staci Spector. Neither Eric M. Spector nor the Eric
M. Spector Trust has, during the past five years, been convicted in a
criminal proceeding (excluding traffic offenses or similar
misdemeanors). Neither of Eric M. Spector nor the Eric M. Spector Trust
has, during the past five years, been party to a civil proceeding
resulting in a judgment, decree or final order against them enjoining
future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws, or finding any violation with
respect to such
PAGE 7 OF 12 PAGES
<PAGE> 8
laws. Eric M. Spector is a United States citizen. The principal
occupation of Eric M. Spector is Executive Vice President of Spector
Entertainment Group, Inc.
The address of Evan Spector is 6349 Palomar Oaks Court, Carlsbad, CA
92009. Evan Spector is the son of Edward M. and Ilene Spector (the
co-trustees of the Trust), and brother of Eric and Staci Spector. Evan
Spector has not, during the past five years, been convicted in a
criminal proceeding (excluding traffic offenses or similar
misdemeanors). Evan Spector has not during the past five years been
party to a civil proceeding resulting in a judgment, decree or final
order against him 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. Evan Spector is a
United States citizen. The principal occupation of Evan Spector is Vice
President of Operations of Spector Entertainment Group, Inc.
The address of Staci Spector is 6349 Palomar Oaks Court, Carlsbad, CA
92009. Staci Spector is the daughter of Edward M. and Ilene Spector
(the co-trustees of the Trust), and sister of Eric and Evan Spector.
Staci Spector has not, during the past five years, been convicted in a
criminal proceeding (excluding traffic offenses or similar
misdemeanors). Staci Spector has not during the past five years been
party to a civil proceeding resulting in a judgment, decree or final
order against her 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. Staci Spector is a
United States citizen. The principal occupation of Staci Spector is
independent actress and entertainer.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule is hereby amended by adding the following:
Each of Eric M., Evan and Staci Spector acquired 28,000 shares of
Common Stock on August 31, 1995 in the Merger. An additional 190 and
250 shares were acquired by Eric M. Spector on the open market on
January 10, 1996 and February 14, 1996, respectively, with his personal
funds. Upon the formation of the Eric M. Spector Trust, Eric M. Spector
contributed all of the shares then held by him to such trust. The Eric
M. Spector Trust acquired an additional 250, 500 and 150 shares on the
open market on March 18, 1996, April 10, 1996 and April 22, 1996,
respectively, with personal funds of Eric M. Spector.
PAGE 8 OF 12 PAGES
<PAGE> 9
Item 4. Purpose of Transaction
Item 4 is amended and restated in its entirety as follows:
The Common Stock was acquired by the reporting persons, and continues to be held
by the reporting persons, for investment purposes. The reporting persons hope to
persuade the Issuer's management to better protect shareholder value and to
realistically address the consequences of the Issuer's poor performance,
including a possible inability of the Issuer to renew or replace its principal
credit facility, which will soon expire. Failure to replace or extend this
credit facility could result in liquidity problems. The reporting persons intend
to continue to recommend intense reevaluation of the Issuer's current business
strategies and procedures. Such reevaluation is warranted given the Issuer's
history of seven consecutive quarters of reported losses and the continuing
decline in Issuer share price. The reporting persons believe that many of
the Issuer's fundamental business strategies are flawed, and the Issuer has
failed to provide a credible strategy as to how it will correct such flaws and
so maximize shareholder value. However, the reporting persons intend to review
their interest in the Issuer on a continuing basis, and reserve the right to
alter their plans or intentions at any time depending upon their evaluation of
then-existing circumstances. Each reporting person reserves the right to acquire
or dispose of Common Stock.
Item 5. Interest in Securities of the Issuer.
Clauses (a) and (b) to Item 5 of the Schedule are hereby amended and
restated in their entireties as follows:
(a) Aggregate Number and Percentage of Class Beneficially Owned by
Each Person Identified in Item 2:
Spector Revocable Family Trust dated March 21, 1984
666,000 5.82%
Eric M. Spector Revocable Living Trust dated February 16, 1996
29,340 .26%
Evan Spector
28,000 .25%
Staci Spector
28,000 .25%
PAGE 9 OF 12 PAGES
<PAGE> 10
(b) Sole/Shared Voting/Dispositive Power; Percentage of Ownership
Spector Revocable Family Trust dated March 21, 1984
Voting and dispositive power of the shares owned by the Trust is vested
with the co-trustees, Edward M. and Ilene Spector - 5.82%. Pursuant to
Rule 13d-4, the Trust expressly declares that this filing shall not be
construed as an admission that it is, for purposes of section 13(d) or
of the Act, the beneficial owner of any of the shares covered by this
filing other than those included in such 5.82%.
Eric M. Spector Revocable Living Trust dated February 16, 1996
Voting and dispositive power of the shares owned by the Eric M. Spector
Trust is vested with the trustee, Eric M. Spector - .26%. Pursuant to
Rule 13d-4, the Eric M. Spector Trust expressly declares that this
filing shall not be construed as an admission that it is, for purposes
of section 13(d) or of the Act, the beneficial owner of any of the
shares covered by this filing other than those included in such .26%.
Evan Spector
Voting and dispositive power of the shares owned by Evan Spector Trust
is vested with Evan Spector - .25%. Pursuant to Rule 13d-4, Evan
Spector expressly declares that this filing shall not be construed as
an admission that he is, for purposes of section 13(d) or of the Act,
the beneficial owner of any of the shares covered by this filing other
than those included in such .25%.
Staci Spector
Voting and dispositive power of the shares owned by Staci Spector Trust
is vested with Staci Spector - .25%. Pursuant to Rule 13d-4, Staci
Spector expressly declares that this filing shall not be construed as
an admission that she is, for purposes of section 13(d) or of the Act,
the beneficial owner of any of the shares covered by this filing other
than those included in such .25%.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of The Issuer.
Item 6 of the Schedule is hereby amended and restated in its entirety
as follows:
On November 14, 1996 the Spector Revocable Family Trust dated March 21,
1984, the Eric M. Spector Revocable Living Trust dated February 16,
1996, Evan Spector and Staci Spector reached an informal, unwritten
agreement to co-ordinate their actions with respect to the Common Stock
held by them, and to support each other as shareholders with respect to
the Issuer.
PAGE 10 OF 12 PAGES
<PAGE> 11
Item 7. Exhibits
Item 7 of the Schedule is hereby amended and restated in its entirety
as follows:
The following agreement, which has been entered into by the parties
thereto, is hereby incorporated herein as an Exhibit to this statement
on Schedule 13D:
The Spector Revocable Family Trust dated March 21, 1984, the
Eric M. Spector Revocable Living Trust dated February 16,
1996, Evan Spector and Staci Spector hereby agree that the
statement on Schedule 13D, dated November 19, 1996, attached
hereto and executed by each of the above shall be filed on
behalf of each of them.
Dated: November 18, 1996
Spector Revocable Family Trust dated March 21, 1984
By: /s/ Ilene Spector
Co-trustee
Eric M. Spector Revocable Living Trust dated February 16, 1996
By: /s/ Eric M. Spector
Trustee
/s/ Evan Spector
Evan Spector
/s/ Staci Spector
Staci Spector
PAGE 11 OF 12 PAGES
<PAGE> 12
After reasonable inquiry and to the best knowledge and belief of each
of the persons signatories below, each such person hereby certifies that the
information set forth in this statement with respect to such person is true,
complete and correct.
Dated: November 19, 1996
Spector Revocable Family Trust dated
March 21, 1984
By: /s/ Ilene Spector
-----------------------------------
Ilene Spector, Co-Trustee
Eric M. Spector Revocable Living Trust
dated February 16, 1996
By: /s/ Eric M. Spector
----------------------------------
Eric M. Spector, Trustee
/s/ Evan Spector
--------------------------------------
Evan Spector
/s/ Staci Spector
--------------------------------------
Staci Spector
PAGE 12 OF 12 PAGES
