UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
ALLIANCE ENTERTAINMENT CORP.
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(Name of Issuer)
Common Stock, Par Value $.0001 Per Share
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(Title of Class of Securities)
018593 10 3
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(CUSIP Number)
Wasserstein Perella Group, Inc.
31 West 52nd Street, 27th Floor
New York, New York 10019-6163
Attention: W. Townsend Ziebold, Jr.
Telephone: (212) 969-2700
Copy to:
Peter Lyons, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022-6069
Telephone: (212) 848-4000
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
August 27, 1996
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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 Rule 13d-1(b)(3) or (4), check the following box |_|.
Check the following box if a fee is being paid with this Statement |X|.
(Continued on following pages)
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Signature
After reasonable inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct and agrees that this statement may be
jointly filed on behalf of it and each of the other undersigned.
Date: August 27, 1996 WASSERSTEIN PERELLA GROUP, INC.
By /s/ Vincent J. Capurso
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Name: Vincent J. Capurso
Title: Vice President
WASSERSTEIN & CO. INC.
By /s/ Vincent J. Capurso
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Name: Vincent J. Capurso
Title: Vice President
WP MANAGEMENT PARTNERS, L.L.C.
By /s/ Vincent J. Capurso
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Name: Vincent J. Capurso
Title: Vice President
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ALVIN N. TELLER
/s/ Alvin N Teller
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U.S. EQUITY PARTNERS, L.P.
By WP MANAGEMENT PARTNERS, L.L.C.
Its Sole General Partner
By /s/ Vincent J. Capurso
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Name: Vincent J. Capurso
Title: Vice President
U.S. EQUITY PARTNERS (OFFSHORE), L.P.
By WP MANAGEMENT PARTNERS, L.L.C.
Its Sole General Partner
By /s/ Vincent J. Capurso
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Name: Vincent J. Capurso
Title: Vice President
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EXHIBIT 4
VOTING AGREEMENT DATED AS OF AUGUST 15, 1996 AMONG JOSEPH BIANCO,
JOHN FRIEDMAN, PETER KAUFMAN, ELLIOT NEWMAN, ROBERT MARX,
ALVIN TELLER, BAIN CAPITAL, INC., BT CAPITAL PARTNERS, INC.,
U.S. EQUITY PARTNERS (OFFSHORE), L.P. AND WASSERSTEIN & CO., INC.
VOTING AGREEMENT
Voting Agreement, dated as of August 15, 1996 (this "Agreement") among
Joseph Bianco, John Friedman, Peter Kaufmann, Elliot Newman, Robert Marx, Alvin
Teller, Bain Capital, Inc., BT Capital Partners, Inc., U.S. Equity Partners,
L.P., U.S. Equity Partners (Offshore), L.P., and Wasserstein & Co. Inc.
(individually a "Party", and collectively "Parties") which are or will become
record or beneficial owners of Common Stock, par value $.0001 per share ("Common
Stock") of Alliance Entertainment Corp., a Delaware corporation (the "Company").
WHEREAS, pursuant to a Stock Acquisition and Merger
Agreement dated as of August 15, 1996, among Alvin Teller
("AT"), Wasserstein & Co., Inc., ("WCI"), U.S. Equity Partners,
L.P. ("USEP Delaware"), U.S. Equity Partners (Offshore), L.P.
("USEP Offshore" and, together with USEP Delaware, "USEP"), the
Company and the parties thereto (the "Acquisition Agreement"),
AT, USEP, and WCI will receive shares of Common Stock of the
Company, and
WHEREAS, pursuant to Stock Purchase Agreements dated as of August 15,
1996, WCI and USEP will purchase from certain officers of the Company an
aggregate of 1,850,000 shares of Common Stock, and
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WHEREAS, the Parties are the owners of, or by proxy or otherwise
exercise irrevocable voting control over shares of Common Stock of the Company
as set forth in Exhibit A hereto,
NOW, THEREFORE, for and in consideration of the premises and the
mutual covenants and agreements hereinafter contained, the Parties hereby agree
as follows:
1. Voting of Shares by Parties. Each Party agrees to vote all of the
shares of Common Stock which are now or hereafter owned by such Party,
beneficially or of record, or which he or it is entitled to vote by proxy or
otherwise, including without limitation those shares identified on Exhibit A
attached hereto, at any special or annual meeting of the stockholders of the
Company, or by any written consent, whereat or whereby the same are considered
for approval by the stockholders of the Company, for (a) the approval of the
conversion rights of the Series A Convertible Preferred Stock issued to BT
Capital Partners, Inc. and BCI Growth IV, L.P. (the "Purchasers") pursuant to a
Preferred Stock Purchase Agreement dated July 16, 1996, as set forth in the
Certificate of Designations attached thereto, (b) the approval of the Company's
issuance of Common Stock pursuant to any Party's exercise of any such conversion
rights, (c) the approval of the
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Purchase Agreement and the transactions contemplated thereby, including the
issuance of the contingent shares of Common Stock as contemplated by Sections
1.9 and 2.4 thereof, and (d) the election of directors of the Company designated
by WCI and AT pursuant to Section 9.2 of the Acquisition Agreement, two (2)
directors designated by BT Capital Partners, Inc., one (1) director designated
by Bain Capital Inc. and the remainder of the directors designated by Joseph
Bianco.
2. Changes in Common Stock. In the event that subsequent to the date
of this Agreement any shares or other securities (other than any shares or
securities of another corporation issued to the stockholders of the Company
pursuant to a plan of merger) are issued on, or in exchange for, any of the
shares of the Common Stock or Preferred Stock held by the Parties by reason of
any stock divided, stock split, consolidation of shares, reclassification, or
consolidation involving the Company, such shares or securities shall be deemed
to be Common Stock for purposes of this Agreement.
3. Representations of Parties. Each Party hereby represents
and warrants that (i) such Party owns and/or has the right to vote the
number of shares of the Common Stock set forth opposite his or its name on
Exhibit A attached hereto,
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(ii) such Party has full power to enter into this Agreement and has not, prior
to the date of this Agreement, executed or delivered any proxy or entered into
any other voting agreement or similar arrangement that would conflict with the
purposes or provisions of this Agreement, (iii) such Party will not take any
action inconsistent with the purposes and provisions of this Agreement and (iv)
this Agreement is a valid, binding and enforceable obligation of such Party.
4. Proxy. Joseph Bianco agrees to use his best efforts to
cause each of the signatories to the Restated and Amended Stockholders'
Agreement dated as of November 30, 1993, as amended on May 18, 1995 (the
"Stockholders' Agreement"), who granted an irrevocable proxy to Joseph
Bianco with respect to the shares of stock of the Company which they own,
to grant an irrevocable proxy to Al Teller with respect to the shares of
stock of the Company which they own to the same extent as set forth in the
Stockholders' Agreement; provided, that such proxy shall be effective only
upon the death of Mr. Bianco. Mr. Bianco shall also use his best efforts
to cause such persons to agree that they shall not grant any other proxy
with respect to their shares of stock.
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5. Enforceability. Each Party expressly agrees that this
Agreement shall be specifically enforceable in any court of competent
jurisdiction in accordance with its terms against each of the parties
hereto.
6. Benefit. This Agreement shall be binding upon and inure
to the benefit of the respective parties hereto and their successors.
7. Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of New York
applicable to agreements made and to be performed entirely within the State
of New York.
8. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of
the date first above written.
/s/ Joseph Bianco
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Joseph Bianco
/s/ John Friedman
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John Friedman
/s/ Peter Kaufmann
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Peter Kaufmann
/s/ Robert Marx
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Robert Marx
/s/ Elliot Newman
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Elliot Newman
/s/ Alvin Teller
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Alvin Teller
BAIN CAPITAL, INC.
By: /s/ Robert C. Gay
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Name: Robert C. Gay
Title: Managing Director
BT CAPITAL PARTNERS, INC.
By: /s/ Robert Marakovits
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Name: Robert Marakovits
Title: Managing Director
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U.S. EQUITY PARTNERS, L.P.
by its general partner,
W.P. Management Partners, L.L.C.
By: /s/ Vincent J. Capurso
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Name: Vincent J. Capurso
Title: Vice President
U.S. EQUITY PARTNERS (OFFSHORE),
L.P. by its general partner,
W.P. Management Partners, L.L.C.
By: /s/ Vincent J. Capurso
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Name: Vincent J. Capurso
Title: Vice President
WASSERSTEIN & CO., INC.
By: /s/ Vincent J. Capurso
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Name: Vincent J. Capurso
Title: Vice President
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Exhibit A
Common Stock
Joseph Bianco 7,604,250
John Friedman 101,000
Peter Kaufmann 315,000
Robert Marx 60,000
Elliot Newman 112,000
Alvin Teller 760,823*
Bain Capital, Inc. 3,306,972
BT Capital Partners, Inc. 3,974,937
U.S. Equity Partners, L.P. 4,903,162*
Wasserstein & Co., Inc. 2,904,766*
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* Shares to be acquired upon the closing of the Acquisition
Agreement.
