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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _____)*
EQUITY MARKETING, INC.
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(Name of Issuer)
Common Stock, $.001 par value per share
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(Title of Class of Securities)
294724 10 9
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(CUSIP Number)
Stephen P. Robeck with a copy to:
c/o Equity Marketing, Inc. Leland P. Smith, Esq.
6330 San Vicente Boulevard Equity Marketing, Inc.
Los Angeles, CA 90048 6330 San Vicente Boulevard
(323) 932-4300 Los Angeles, CA 90048
(323) 932-4300
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 29, 2000
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.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 ss.240.13d-7(b) 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).
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<TABLE>
<CAPTION>
CUSIP No. 294724 10 9
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<S> <C>
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Stephen P. Robeck
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2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) X
(b)
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3. SEC Use Only
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4. Source of Funds (See Instructions) Not Applicable
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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6. Citizenship or Place of Organization United States of America
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NUMBER OF SHARES 7. Sole Voting Power 0
BENEFICIALLY --------------------------------------------------------------------------------------------------------
OWNED BY EACH 8. Shared Voting Power (1)(2) 1,047,380
REPORTING PERSON --------------------------------------------------------------------------------------------------------
WITH 9. Sole Dispositive Power 0
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10. Shared Dispositive Power (1)(2) 1,047,380
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11. Aggregate Amount Beneficially Owned by Each Reporting Person (1)(2) 1,047,380
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) X
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13. Percent of Class Represented by Amount in Row (11) 16.7%*
* Based on the number of shares of Common Stock of Equity Marketing, Inc. reported as being
outstanding on Form 10-K of Equity Marketing, Inc. for the year ended December 31, 1999
- --------------- --- --------------------------------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
IN
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</TABLE>
(1) Mr. Robeck and Crown Acquisition Partners, LLC ("Crown") entered
into a Voting Agreement dated as of March 29, 2000 (the "Voting Agreement"),
described more fully in Item 6 below, a copy of which is attached hereto as
Exhibit 99.1, pursuant to which, unless terminated earlier as set forth
therein, Mr. Robeck agreed to vote all shares of Common Stock of Equity
Marketing, Inc. (the "Company") held by him (a) to approve the Securities
Purchase Agreement (as defined in Item 6 below), and (b) in favor of the
designees of
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Crown for election to the board of directors of the Company. Accordingly, Mr.
Robeck may be deemed to be a "group" with Crown, whereby Crown may be deemed
to have shared voting power over the shares of Common Stock beneficially
owned by Mr. Robeck. Mr. Robeck does not possess voting or dispositive power
with respect to the shares of Common Stock owned by Crown. In addition, Mr.
Robeck granted an irrevocable proxy to Crown to vote the shares of Common
Stock he is entitled to vote in accordance with (a) and (b) above. The Voting
Agreement, unless terminated earlier as set forth therein, also prevents Mr.
Robeck from disposing of any shares before the earlier to occur of the second
closing under the Securities Purchase Agreement or the record date of the
meeting of stockholders of the Company held to vote on the Crown transaction,
provided that Mr. Robeck may sell up to 100,000 shares of Common Stock at any
time without restriction. Accordingly, Crown may also be deemed to have
shared dispositive power over the shares of Common Stock beneficially owned
by Mr. Robeck.
(2) Includes 1,013,750 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, other than as indicated below.
Mr. Robeck expressly disclaims beneficial ownership of any shares of
Common Stock except 1,047,380 shares with respect to which he possesses voting
and dispositive power.
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ITEM 1.
(a) NAME OF ISSUER:
Equity Marketing, Inc., a Delaware corporation
(b) ADDRESS OF PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER:
6330 San Vicente Boulevard, Los Angeles, CA 90048
(c) TITLE OF CLASS OF EQUITY SECURITIES:
Common Stock, $.001 par value per share
ITEM 2.
(a) NAME OF PERSON FILING:
Stephen P. Robeck
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
c/o Equity Marketing, Inc.
6330 San Vicente Boulevard
Los Angeles, CA 90048
(c) OCCUPATION:
Consultant and Director of Equity Marketing, Inc.
(d) CONVICTIONS:
Not Applicable
(e) CIVIL PROCEEDINGS REGARDING SECURITIES LAWS VIOLATIONS:
Not Applicable
(f) CITIZENSHIP:
United States of America
ITEM 3.
Not Applicable
Page 4 of 8
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ITEM 4.
Not Applicable
ITEM 5.
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<S> <C> <C>
(a) AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: (1)(2) 1,047,380
--------------------------------------------------
(b) PERCENT OF CLASS: 16.7%
----------------
(c) NUMBER OF SHARES AS TO WHICH THE PERSON HAS:
(i) Sole power to vote or to direct the vote 0
(ii) Shared power to vote or to direct the vote (1)(2) 1,047,380
(iii) Sole power to dispose or to direct the disposition of 0
(iv) Shared power to dispose or to direct the disposition of (1)(2) 1,047,380
--------------------
(1) See Item 6.
(2) Includes 31,667 shares issuable within 60 days of March 21, 2000 upon
exercise of options to purchase Common Stock of the Company.
</TABLE>
ITEM 6.
THE ROBECK 1997 TRUST. Includes 1,013,750 shares owned 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, other than
as indicated below.
VOTING AGREEMENT. Pursuant to a Securities Purchase Agreement, dated as
of March 29, 2000 (the "Securities Purchase Agreement"), between the Company
and Crown Acquisition Partners, LLC ("Crown"), Crown has agreed to purchase
from the Company, and the Company has agreed to sell to Crown, (i) 25,000
shares of Series A preferred stock, (ii) warrants to purchase 12,000 shares
of Series B preferred stock, and (iii) warrants to purchase 3,000 shares of
Series C preferred stock. The transaction has been structured to close in two
stages. At the first closing, Crown purchased 11,900 shares of Series A
preferred stock and received warrants to purchase 5,712 shares of Series B
preferred Stock and 1,428 shares of Series C preferred stock. The remaining
shares and warrants will be issued and sold at the second closing. As an
inducement to Crown to enter into the Securities Purchase Agreement, a Voting
Agreement, dated as of March 29, 2000 (the "Voting Agreement"), was entered
into between Crown and Mr. Robeck.
Pursuant to the terms of the Voting Agreement, unless terminated earlier
as set forth therein, Mr. Robeck irrevocably and unconditionally agreed to
vote all shares of Common Stock that he is entitled to vote in favor of the
Securities Purchase Agreement, and the transactions contemplated thereby, and
against any action which would reasonably be expected to result in a failure
of the conditions to the
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consummation of such transactions. Mr. Robeck also irrevocably and
unconditionally agreed to vote all shares of Common Stock that he is entitled
to vote in favor of Crown's designees for the board of directors of the
Company for election as directors at any meeting of the Company's
stockholders called for such purpose. Mr. Robeck also granted a proxy to
Crown and appointed Crown as his attorney-in-fact and proxy, with full power
of substitution, for and in the his name, to vote, express, consent or
dissent, or otherwise to utilize such voting power solely in the manner
contemplated by the Voting Agreement.
Under the Voting Agreement, unless terminated earlier as set forth
therein, Mr. Robeck also agreed not to sell or otherwise dispose of any
shares of Common Stock held by him prior to the earlier to occur of the
second closing under the Securities Purchase Agreement or the record date of
the next meeting of stockholders called to approve the Securities Purchase
Agreement, provided that Mr. Robeck may sell up to 100,000 shares of Common
Stock at any time without restriction.
The Voting Agreement will terminate upon completion of the second
closing or the termination of the obligations of Crown and the Company to
consummate the second closing.
A copy of the Voting Agreement is filed herewith as Exhibit 99.1 and is
incorporated herein in its entirety. The foregoing descriptions of the terms
and provisions of the Voting Agreement are qualified in their entirety by
reference to the Voting Agreement.
ITEM 7.
EXHIBIT 99.1. Voting Agreement, dated as of March 29, 2000, by and among
Crown Acquisition Partners, LLC, a Delaware limited liability company,
Stephen P. Robeck and Stephen P. Robeck, as Trustee for the Robeck 1997 Trust.
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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.
Dated: April 6, 2000
/s/ Stephen P. Robeck
------------------------
Stephen P. Robeck
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EXHIBIT INDEX
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<CAPTION>
Exhibit No. Description
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<S> <C>
Exhibit 99.1 Voting Agreement, dated as of March 29, 2000, by and among Crown Acquisition Partners,
LLC, a Delaware limited liability company, Stephen P. Robeck and Stephen P. Robeck, as
Trustee for the Robeck 1997 Trust.
</TABLE>
Page 8 of 8
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VOTING AND IRREVOCABLE PROXY AGREEMENT
This VOTING AND IRREVOCABLE PROXY AGREEMENT (the "Voting Agreement"), is
dated as of March 29, 2000 among Crown Acquisition Partners, LLC, a Delaware
limited liability company ("Investor"), and each other person or entity set
forth on the signature page hereof (the "Stockholders").
WHEREAS, in order to induce Investor to enter into the Securities
Purchase Agreement, dated as of the date hereof (the "Securities Purchase
Agreement"), with Equity Marketing, Inc., a Delaware corporation (the
"Company"), Investor has requested the Stockholders, and each Stockholder has
agreed, to enter into this Agreement with respect to shares of common stock
of the Company, par value $.001 per share (the "Common Stock") that each
Stockholder beneficially owns, whether now or hereafter acquired (the
"Shares").
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1
GRANT OF PROXY; VOTING AGREEMENT; TRANSFER
Section 1.1 AGREEMENT TO VOTE FOR SECURITIES PURCHASE AGREEMENT.
Each Stockholder hereby irrevocably and unconditionally agrees to vote all
Shares that such Stockholder is entitled to vote, at the time of any vote to
approve the Securities Purchase Agreement and the transactions contemplated
thereby (including the issuance of the Additional Securities (as defined in
the Securities Purchase Agreement)) at any meeting of the stockholders of the
Company (if one is held), and at any adjournment or postponement thereof, at
which the Securities Purchase Agreement (or any amended version thereof to
which the Stockholder consents) is submitted for the consideration and vote
of the stockholders of the Company (or in connection with any consent
solicitation conducted for such purpose), in favor of the approval of the
Securities Purchase Agreement and the transactions contemplated by the
Securities Purchase Agreement (including the issuance of the Additional
Securities) and against any action which would reasonably be expected to
result in a failure of the conditions described in Sections 6.3 and 6.4 of
the Securities Purchase Agreement to be satisfied.
Section 1.2 AGREEMENT TO VOTE FOR NOMINEES. Each Stockholder hereby
irrevocably and unconditionally agrees to vote all Shares that such
Stockholder is entitled to vote and/or to cause such Shares to be voted in
favor of the Designees (as defined in the Securities Purchase Agreement) of
Investor nominated by the Company (or, if the Company fails to nominate such
Designees, which Investor is entitled to have nominated by the Company
pursuant to the Securities Purchase Agreement) for election as directors at
any meeting of the Company's stockholders called, or any consent solicitation
conducted, for the purpose of seeking the approvals set forth in Section 1.1,
if any.
Section 1.3 IRREVOCABLE PROXY. Each Stockholder hereby revokes any
and all previous proxies granted with respect to the Shares that are
inconsistent with the voting agreements set forth in Sections 1.1 and 1.2.
By entering into this Agreement, each Stockholder hereby grants a proxy,
effective upon the First Closing under the Securities Purchase Agreement,
appointing Investor as each Stockholder's attorney-in-fact and proxy, with
full power of substitution, for
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and in each Stockholder's name, to vote, express, consent or dissent, or
otherwise to utilize such voting power solely in the manner contemplated by
and regarding the proposals specifically described in Sections 1.1 and 1.2
above. The proxy granted by each Stockholder pursuant to this Article 1 is
irrevocable and is coupled with an interest and is granted in consideration
of Investor entering into this Agreement and the Securities Purchase
Agreement and as security for the obligations of such Stockholder under
Section 1.2. The proxy granted by each Stockholder shall terminate upon
termination of this Agreement in accordance with its terms or, with respect
to particular Shares, the sale of such Shares in accordance with the terms
hereof.
Section 1.4 NO PROXIES FOR OR DISPOSITIONS OF SHARES. Except pursuant
to the terms of this Agreement, a Stockholder shall not, without the prior
written consent of Investor, directly or indirectly, (i) grant any proxies or
enter into any voting trust or other agreement or arrangement with respect to
the voting of any Shares that are inconsistent with the voting agreements set
forth in Sections 1.1 and 1.2 or (ii) prior to the earlier to occur of the
Second Closing or the record date for the Company Stockholder Meeting (as
defined in the Securities Purchase Agreement) (the "No Sale Date"), sell,
assign, transfer, encumber or otherwise dispose of (collectively "Sell,"
correlative terms to have correlative meanings), or enter into any contract,
option or other arrangement or understanding with respect to the direct or
indirect sale of any Shares. Notwithstanding anything in Section 1.4(i) or
(ii) to the contrary, a Stockholder may sell up to 100,000 Shares at any
time, whether before or after the No Sale Date.
Section 1.5 RECORD OWNER. If a Stockholder is not the record owner of
any Shares as to which such Stockholder is the beneficial owner, such
Stockholder agrees to cause or direct the record holder to vote such Shares
in accordance with the terms of this Agreement or, to the extent permitted by
law, to provide a proxy to Investor with respect thereto.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF STOCKHOLDERS
Each Stockholder represents and warrants to Investor that:
Section 2.1 AUTHORIZATION. The execution, delivery and performance by
each Stockholder of this Agreement and the consummation by each Stockholder
of the transactions contemplated hereby are within the powers of each
Stockholder and, if Stockholder is an entity, such execution, delivery and
performance have been duly authorized by all necessary action of such entity
and the individual signing this Agreement on behalf of such Stockholder
represents he is authorized to bind the entity thereby. This Agreement
constitutes a valid and binding Agreement of each Stockholder, enforceable in
accordance with its terms, subject to the effect of applicable bankruptcy,
insolvency, reorganization, moratorium and other similar laws affecting the
rights of creditors generally and the effect of general principles of equity.
Section 2.2 NON-CONTRAVENTION. The execution, delivery and
performance by each Stockholder of this Agreement and the consummation of the
transactions contemplated hereby do not and will not, (i) violate any
applicable law, rule, regulation, judgment, injunction, order or decree, (ii)
except as set forth in Section 3.2(d) of the Securities Purchase Agreement,
require any consent or other action by any person or private or governmental
entity under, constitute a breach of or default under, or give rise to any
right of termination, cancellation or acceleration or
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to a loss of any benefit to which each Stockholder is entitled under any
provision of any agreement or other instrument binding on any Stockholder or
(iii)result in the imposition of any lien or encumbrance on any asset of the
Stockholders.
Section 2.3 OWNERSHIP OF SHARES. Subject to community property laws
where applicable, each Stockholder is the sole beneficial owner of the Shares
set forth under such Stockholder's name on the signature page hereto, free
and clear of any lien or encumbrance (including any restriction on the right
to vote or otherwise dispose of the Shares). None of such Shares is subject
to any voting trust, proxy or other agreement or arrangement with respect to
the voting of such Shares.
Section 2.4 TOTAL SHARES. Except for the Shares set forth under each
Stockholder's name on the signature page hereto, each Stockholder does not
beneficially own any (i) shares of capital stock or voting securities of the
Company, (ii) securities of the Company convertible into or exchangeable for
shares of capital stock or voting securities of the Company or (iii) options
or other rights to acquire from the Company any capital stock, voting
securities or securities convertible into or exchangeable for capital stock
or voting securities of the Company, other than options granted under the
Company's stock option plans.
Section 2.5 FINDER'S FEES. No investment banker, broker, finder or
other intermediary is entitled to a fee or commission from any Stockholder,
Investor or the Company in respect of this Agreement based upon any
arrangement or agreement made by or on behalf of any Stockholder or the
Company.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF INVESTOR
Investor represents and warrants to each Stockholder:
Section 3.1 CORPORATE AUTHORIZATION. The execution, delivery and
performance by Investor of this Agreement and the consummation by Investor of
the transactions contemplated hereby are within the limited partnership
powers of Investor and have been duly authorized by all necessary limited
partnership action. This Agreement constitutes a valid and binding Agreement
of Investor, enforceable in accordance with its terms, subject to the effect
of applicable bankruptcy, insolvency, reorganization, moratorium and other
similar laws affecting the rights of creditors generally and the effect of
general principles of equity.
Section 3.2 NON-CONTRAVENTION. The execution, delivery and
performance by Investor of this Agreement and the consummation of the
transactions contemplated hereby do not and will not, (i)violate any
applicable law, rule, regulation, judgment, injunction, order or decree,
(ii)except as set forth in Section 3.3(b) of the Securities Purchase
Agreement, require any consent or other action by any person or private or
governmental entity under, constitute a breach of or default under, or give
rise to any right of termination, cancellation or acceleration or to a loss
of any benefit to which Investor is entitled under any provision of any
agreement or other instrument binding on Investor or (iii)result in the
imposition of any lien or encumbrance on any asset of Investor.
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Section 3.3 FINDER'S FEES. No investment banker, broker, finder or
other intermediary is entitled to a fee or commission from a Stockholder or
the Company in respect of this Agreement based upon any arrangement or
agreement made by or on behalf of Investor.
ARTICLE 4
MISCELLANEOUS
Section 4.1 FURTHER ASSURANCES. Investor and each Stockholder will
execute and deliver, or cause to be executed and delivered, all further
documents and instruments and use all reasonable efforts to take, or cause to
be taken, all actions and to do, or cause to be done, all things necessary,
proper or advisable under applicable laws and regulations, to vote the
Stockholders' Shares to approve the Securities Purchase Agreement and the
transactions contemplated thereby (including the issuance of the Additional
Securities) and to take all other acts required to be taken by Investor or
each Stockholder pursuant to this Agreement; provided, however, that this
Section 4.1 shall not obligate any Stockholder to act in any capacity other
than as a stockholder of the Company, including, but not limited to, as an
officer, consultant or director of the Company.
Section 4.2 AMENDMENTS; TERMINATION. Any provision of this Agreement
may be amended or waived if, but only if, such amendment or waiver is in
writing and is signed, in the case of an amendment, by each party to this
Agreement or in the case of a waiver, by the party against whom the waiver is
to be effective. This Agreement shall terminate upon the earlier to occur of
(i)completion of the Second Closing (as defined in the Securities Purchase
Agreement) or (ii)the Termination Date (as defined in the Securities Purchase
Agreement).
Section 4.3 NOTICES. All notices and other communications hereunder
shall be in writing and shall be deemed given upon receipt by the parties at
the following addresses (or at such other address for a party as shall be
specified by like notice):
if to Investor, to: Crown Acquisition Partners, LLC
660 Madison Avenue, 15th Floor
New York, NY 10021
Attn: Kenneth Squire
Facsimile: (212) 207-8001
with a copy to: Latham & Watkins
633 West Fifth Street, Suite 4000
Los Angeles, California 90071-2007
Attn: W. Alex Voxman
Facsimile: (213) 891-8763
if to a Stockholder: to the address set forth under such
Stockholder's name on ExhibitA hereto, with a
copy to the person indicated on Exhibit A
hereto.
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with a copy to: Equity Marketing, Inc.
6330 San Vicente Boulevard
Los Angeles, California 90048
Attn: Leland P. Smith
Facsimile: (323) 932-4488
and
Riordan & McKinzie
300 S. Grand Avenue, 29th Floor
Los Angeles, California 90071
Attn: Thomas M. Cleary, Esq.
Facsimile: (213) 229-8550
Section 4.4 EXPENSES. Except as provided in Section 9.5 of the
Securities Purchase Agreement, all costs and expenses incurred in connection
with this Agreement shall be paid by the party incurring such cost or expense.
Section 4.5 SUCCESSORS AND ASSIGNS; THIRD PARTY BENEFICIARIES. The
provisions of this Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns; provided,
however, that no party may assign, delegate or otherwise transfer any of its
rights or obligations under this Agreement without the consent of the other
parties hereto. Notwithstanding anything contained in this Agreement to the
contrary, nothing in this Agreement, expressed or implied, is intended to
confer on any person other than the parties hereto or their respective
successors and assigns, any rights, remedies, obligations or liabilities
under or by reason of this Agreement, except that that the covenants made by
the Stockholders in Article 1 hereof shall also inure to the benefit of and
be enforceable by the Company (it being expressly understood, however, that
such Article may be amended by the parties, and compliance with any of the
provisions of that Article may be waived, in each case without the consent of
or notice to the Company).
Section 4.6 GOVERNING LAW. This Agreement shall be construed in
accordance with and governed by the laws of the State of Delaware, without
regard for the conflicts of law principles thereof.
Section 4.7 COUNTERPARTS; EFFECTIVENESS. This Agreement may be signed
in any number of counterparts (which may be by facsimile), each of which
shall be an original, with the same effect as if the signatures thereto and
hereto were upon the same instrument. This Agreement shall become effective
when each party hereto shall have received counterparts hereof signed by all
of the other parties hereto.
Section 4.8 SEVERABILITY. If any term, provision or covenant of this
Agreement is held by a court of competent jurisdiction or other authority to
be invalid, void or unenforceable, and if the rights or obligations of any
party hereto under this Agreement will not be materially and adversely
affected thereby, (i)such provision will be fully severable, (ii)this
Agreement will be construed and enforced as if such invalid, void or
unenforceable provision had never comprised a part hereof, (iii)the remaining
provisions of this Agreement will remain in full force and effect
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and will not be affected by the invalid, void or unenforceable provision or
by its severance herefrom and (iv)in lieu of such invalid, void or
unenforceable provision, there will be added automatically as a part of this
Agreement a legal, valid and enforceable provision as similar in terms to
such invalid, void or unenforceable provision as may be possible so as to
carry out the intent of the parties hereto to the maximum extent permitted by
law.
Section 4.9 NOTICE OF SALE. Through the date that is the earlier to
occur of the Second Closing and the record date of the Company Stockholders'
Meeting, each Stockholder agrees to provide written notice to Investor of any
proposed sale of Shares by such Stockholder (other than shares permitted to
be transferred pursuant to the last sentence of Section 1.4).
Section 4.10 ENTIRE AGREEMENT. This Agreement, its exhibits and the
documents executed in connection herewith, constitute the entire agreement
between the parties hereto with respect to the subject matter hereof and
supersede all prior agreements and understandings, oral and written, between
the parties hereto with respect to the subject matter hereof.
Section 4.11 SPECIFIC PERFORMANCE. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement
is not performed in accordance with the terms hereof and that the parties
shall be entitled to specific performance of the terms hereof in addition to
any other remedy to which they are entitled at law or in equity.
(SIGNATURE PAGE FOLLOWS)
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the day and year first above written.
CROWN ACQUISITION PARTNERS, LLC
By: /s/ Jeffrey S. Deutschman
-----------------------------------
Name: JEFFREY S. DEUTSCHMAN
Title: Manager
/s/ Stephen P. Robeck
-----------------------------------
Name: STEPHEN P. ROBECK, AS TRUSTEE
FOR THE ROBECK 1997 TRUST
1,013,750 Shares
/s/ Stephen P. Robeck
-----------------------------------
Name: STEPHEN P. ROBECK
With respect to 1,963 Shares
held in the
Equity Marketing, Inc. 401(k) Plan
<PAGE>
EXHIBIT A
Address of Stockholders
STEPHEN P. ROBECK
c/o Equity Marketing, Inc.
6330 San Vicente Boulevard
Los Angeles, CA 90048
