EQUITY MARKETING INC
SC 13G/A, 1999-02-12
GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES)
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                  SCHEDULE 13G

             INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                                (AMENDMENT No. 4)*

                             EQUITY MARKETING, INC.

                    ----------------------------------------
                                (Name of Issuer)

                          COMMON STOCK, $.001 PAR VALUE
                    ----------------------------------------
                         (Title of Class of Securities)

                                   294724 10 9
                                 (CUSIP NUMBER)


          * The  remainder of this cover age shall be filled out for a reporting
person's  initial  filing on this  form with  respect  to the  subject  class of
securities,  and for any subsequent amendment containing information which would
alter the disclosures provided in a prior coverage page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).

                                Page 1 of 6 Pages



<PAGE>
CUSIP No. 294724 10 9                    13G                  Page 2 of 6 Pages

1      NAME OF REPORTING PERSON
       S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

       Stephen P. Robeck**

2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                    (a) [  ]
                                                    (b) [  ]
3      SEC USE ONLY

4      CITIZENSHIP OR PLACE OF ORGANIZATION

       United States of America

               5       SOLE VOTING POWER          
NUMBER OF              1,182,084 **

SHARES         6       SHARED VOTING POWER        
BENEFICIALLY           21,919

OWNED BY EACH  7       SOLE DISPOSITIVE POWER     
REPORTING              1,182,084 **

PERSON WITH    8       SHARED DISPOSITIVE POWER   
                       21,919

9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

       1,183,597 shares**

10     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)    [ X ]
       EXCLUDES CERTAIN SHARES*

11     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

       19.0%

12     TYPE OF REPORTING PERSON*

       IN

**   Includes 1,163,750 shares held by the Robeck 1997 Trust. Mr. Robeck and his
     wife are  co-trustees  of the Robeck 1997 Trust and have sole voting  power
     and dispositive power over such shares.  Amount beneficially owned excludes
     20,406 of the 21,919 shares held by the Equity Marketing,  Inc. 401(k) Plan
     Trust, as to which Mr. Robeck disclaims  beneficial  ownership.  Stephen P.
     Robeck and Donald A. Kurz are trustees of the Equity  Marketing 401(k) Plan
     Trust. *SEE INSTRUCTION BEFORE FILLING OUT!

                                Page 2 of 6 Pages

<PAGE>

ITEM 1.          (A)   NAME OF ISSUER.

                       Equity Marketing, Inc.

                 (B)   ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.

                       6330 San Vicente Blvd.
                       Los Angeles, CA 90048

ITEM 2.          (A)   NAME OF PERSON FILING.

                       Stephen P. Robeck

                 (B)   ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,

                      RESIDENCE.

                      Principal Business Office:
                      6330 San Vicente Blvd.
                      Los Angeles CA 90048

              (C)     CITIZENSHIP.

                      United States of America

              (D)     TITLE OF CLASS OF SECURITIES.

                      Common Stock, par value $0.001 per share

              (E)     CUSIP NUMBER.

                      294724 10 9

ITEM 3.       IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1 (B), OR 13D-
2(B),
              CHECK WHETHER THE PERSON FILING IS A:

              Not Applicable

                                Page 3 of 6 pages

<PAGE>

ITEM 4.       OWNERSHIP.

              (A)     AMOUNT BENEFICIALLY OWNED.

                      1,183,597*

              (B)     PERCENT OF CLASS.

                      19.0%

              (C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

                      (I) SOLE POWER TO VOTE OR TO DIRECT THE VOTE.

                             1,182,084*

                      (II) SHARED POWER TO VOTE OR TO DIRECT THE VOTE.

                             21,919

                      (III)  SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION
                             OF.

                             1,182,084*

                      (IV)   SHARE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION
                             OF:
                             21,919

*    Includes 1,163,750 shares held by the Robeck 1997 Trust. Mr. Robeck and his
     wife are  co-trustees  of the Robeck 1997 Trust and have sole voting  power
     and dispositive power over such shares.  Amount beneficially owned excludes
     20,406 of the 21,919 shares held by the Equity Marketing,  Inc. 401(k) Plan
     Trust, as to which Mr. Robeck disclaims  beneficial  ownership.  Stephen P.
     Robeck and Donald A. Kurz are trustees of the Equity  Marketing 401(k) Plan
     Trust.

ITEM 5.       OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

              Not Applicable

                                Page 4 of 6 Pages


<PAGE>

ITEM 6.       OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
              PERSON.

              Includes  1,163,750  shares  held by the Robeck  1997  Trust.  Mr.
Robeck  and his wife are  co-trustees  of the  Robeck  1997  Trust and have sole
voting power and dispositive power over such shares.

ITEM 7.       IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
              ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
              HOLDING COMPANY.

              Not Applicable.

ITEM 8.       IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

              Not Applicable.

ITEM 9.       NOTICE OF DISSOLUTION OF GROUP.

              Not Applicable

ITEM 10.      CERTIFICATION.

              Not Applicable


                                Page 5 of 6 Pages


<PAGE>


                                    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.


                                                   February 12, 1999

                                                   - - - - - - - - - -- - -
                                                         (Date)

                                                   /S/ Stephen P. Robeck
                                                   - - - - - - - - - - -- -

                                                         (Signature)

                                                   Stephen P. Robeck
                                                   - - - - - - - - - - -- -
                                                        (Name/Title)


                                Page 6 of 6 Pages

<PAGE>




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