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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
S C H E D U L E 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
ENTERTAINMENT/MEDIA ACQUISITION CORPORATION
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(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE
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(Title of Class of Securities)
293980108
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(CUSIP Number)
Copy to:
Stephen A. Cohen, Esq.
Seneca Ventures Morrison Cohen Singer & Weinstein, LLP
68 Wheatley Road 750 Lexington Avenue
Brookville, NY 11545 New York, New York 10022
Telephone (516) 626-3070 Telephone (212) 735-8600
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
October 14, 1996
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(Date of Event which Requires Filing 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 space ____.
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.
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))
1 of 20
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CUSIP
No. 293980108 13D
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1 Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Woodland Partners
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2 Check the Appropriate Box if a Member of a Group* (a) /X/
(b) / /
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3 SEC Use Only
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4 Source of Funds* WC
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5 Check Box If Disclosure of Legal Proceedings is Required / /
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6 Citizenship or Place of Organization New York
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Number of 7 Sole Voting Power
Shares 0 shares 0%
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Beneficially 8 Shared Voting Power
Owned by 80,000 shares 3.1%
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Each 9 Sole Dispositive Power
Reporting 0 shares 0%
---------------------------------------------------
Person 10 Shared Dispositive Power
With 80,000 shares 3.1%
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11 Aggregate Amount Beneficially Owned By Each Reporting Person
80,000 shares
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12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* / /
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13 Percent of Class Represented by Amount in Row (11)
3.1%
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14 Type of Reporting Person*
PN
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*SEE INSTRUCTION BEFORE FILLING OUT!
2 of 20
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CUSIP
No. 293980108 13D
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1 Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Barry Rubenstein
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2 Check the Appropriate Box if a Member of a Group* (a) /X/
(b) / /
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3 SEC Use Only
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4 Source of Funds* PF
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5 Check Box If Disclosure of Legal Proceedings is Required / /
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6 Citizenship or Place of Organization United States
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Number of 7 Sole Voting Power
Shares 0 shares 0%
---------------------------------------------------
Beneficially 8 Shared Voting Power
Owned by 80,000 shares 3.1%
---------------------------------------------------
Each 9 Sole Dispositive Power
Reporting 0 shares 0%
---------------------------------------------------
Person 10 Shared Dispositive Power
With 80,000 shares 3.1%
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11 Aggregate Amount Beneficially Owned By Each Reporting Person
80,000 shares
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12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* / /
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13 Percent of Class Represented by Amount in Row (11)
3.1%
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14 Type of Reporting Person*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
3 of 20
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CUSIP
No. 293980108 13D
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1 Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Marilyn Rubenstein
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2 Check the Appropriate Box if a Member of a Group* (a) /X/
(b) / /
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3 SEC Use Only
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4 Source of Funds* PF
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5 Check Box If Disclosure of Legal Proceedings is Required / /
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6 Citizenship or Place of Organization United States
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Number of 7 Sole Voting Power
Shares 0 shares 0%
---------------------------------------------------
Beneficially 8 Shared Voting Power
Owned by 80,000 shares 3.1%
---------------------------------------------------
Each 9 Sole Dispositive Power
Reporting 0 shares 0%
---------------------------------------------------
Person 10 Shared Dispositive Power
With 80,000 shares 3.1%
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11 Aggregate Amount Beneficially Owned By Each Reporting Person
80,000 shares
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12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* / /
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13 Percent of Class Represented by Amount in Row (11)
3.1%
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14 Type of Reporting Person*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP
No. 293980108 13D
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1 Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Woodland Venture Fund
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2 Check the Appropriate Box if a Member of a Group* (a) /X/
(b) / /
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3 SEC Use Only
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4 Source of Funds* WC
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5 Check Box If Disclosure of Legal Proceedings is Required / /
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6 Citizenship or Place of Organization New York
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Number of 7 Sole Voting Power
Shares 55,000 shares 2.1%
---------------------------------------------------
Beneficially 8 Shared Voting Power
Owned by 25,000 shares 1.0%
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Each 9 Sole Dispositive Power
Reporting 55,000 shares 2.1%
---------------------------------------------------
Person 10 Shared Dispositive Power
With 25,000 shares 1.0%
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11 Aggregate Amount Beneficially Owned By Each Reporting Person
80,000 shares
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12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* / /
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13 Percent of Class Represented by Amount in Row (11)
3.1%
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14 Type of Reporting Person*
PN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP
No. 293980108 13D
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1 Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Senca Ventures
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2 Check the Appropriate Box if a Member of a Group* (a) /X/
(b) / /
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3 SEC Use Only
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4 Source of Funds* WC
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5 Check Box If Disclosure of Legal Proceedings is Required / /
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6 Citizenship or Place of Organization New York
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Number of 7 Sole Voting Power
Shares 25,000 shares 1.0%
---------------------------------------------------
Beneficially 8 Shared Voting Power
Owned by 55,000 shares 2.1%
---------------------------------------------------
Each 9 Sole Dispositive Power
Reporting 25,000 shares 1.0%
---------------------------------------------------
Person 10 Shared Dispositive Power
With 55,000 shares 2.1%
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11 Aggregate Amount Beneficially Owned By Each Reporting Person
80,000 shares
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12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* / /
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13 Percent of Class Represented by Amount in Row (11)
3.1%
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14 Type of Reporting Person*
PN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP
No. 293980108 13D
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1 Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Woodland Services Corp.
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2 Check the Appropriate Box if a Member of a Group* (a) /X/
(b) / /
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3 SEC Use Only
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4 Source of Funds* OO
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5 Check Box If Disclosure of Legal Proceedings is Required / /
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6 Citizenship or Place of Organization New York
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Number of 7 Sole Voting Power
Shares 0 shares 0%
---------------------------------------------------
Beneficially 8 Shared Voting Power
Owned by 80,000 shares 3.1%
---------------------------------------------------
Each 9 Sole Dispositive Power
Reporting 0 shares 0%
---------------------------------------------------
Person 10 Shared Dispositive Power
With 80,000 shares 3.1%
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11 Aggregate Amount Beneficially Owned By Each Reporting Person
80,000 shares
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12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* / /
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13 Percent of Class Represented by Amount in Row (11)
3.1%
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14 Type of Reporting Person*
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
7 of 20
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This statement, dated October 14, 1996 constitutes Amendment No. 1 to the
Schedule 13D, dated February 24, 1995, regarding the reporting persons'
ownership of certain securities of Entertainment/Media Acquisition Corporation
(the "Issuer"). On February 17, 1995, the Issuer offered 2,000,000 Units to the
public in an initial public offering (the "IPO"), each Unit consisting of one
share of common stock, $0.001 par value per share (the "Common Stock"), and two
redeemable common stock purchase warrants (the "Warrants").
The Schedule 13D is hereinafter referred to as the "Schedules". All
capitalized terms used herein and otherwise undefined shall have the meanings
ascribed in the Schedule.
This Amendment No. 1 to the Schedule is filed in accordance with Rule 13d-2
of the Securities Exchange Act of 1934, as amended, by the reporting persons.
The entire text of the Schedule is restated herein, in accordance with Rule
13d-2(c).
ITEM 1. SECURITY AND ISSUER
(a) Common Stock, $0.001 par value per share (CUSIP No. 293980108).
(b) Redeemable Common Stock Purchase Warrant, expiring February 16,
2002, entitling the holder thereof to purchase one share of Common Stock at
$5.00 per share (subject to adjustment in certain circumstances), exercisable as
of the later of (i) the consummation of a Business Combination (as defined in
the Issuer's prospectus, dated February 16, 1995 (the "Prospectus")) by the
Issuer, or (ii) February 16, 1996 (CUSIP No. 293980116).
(c) Unit, consisting of one (1) share of Common Stock and two (2)
Warrants (CUSIP No. 293980207).
Entertainment/Media Acquisition Corporation
745 Fifth Avenue
New York, New York 10151
ITEM 2. IDENTITY AND BACKGROUND
1. (a) WOODLAND PARTNERS, a general partnership organized under the laws
of the State of New York.
(b) Address:
68 Wheatley Road
Brookville, New York 11545
(c) Principal Business: Investments.
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(d) No.
(e) No.
The general partners of Woodland Partners are Barry Rubenstein and
Marilyn Rubenstein (husband and wife).
2. (a) BARRY RUBENSTEIN, a general partner of Woodland Partners, Seneca
Ventures, and Woodland Venture Fund.
(b) Address:
68 Wheatley Road
Brookville, New York 11545
(c) Principal Occupation: General Partner of partnerships and
limited partnerships engaged in the investment business.
(d) No.
(e) No.
(f) Citizenship: United States.
Barry Rubenstein is the husband of Marilyn Rubenstein.
3. (a) MARILYN RUBENSTEIN, a general partner of Woodland Partners.
(b) Address:
68 Wheatley Road
Brookville, New York 11545
(c) Principal occupation: Housewife
(d) No.
(e) No.
(f) Citizenship: United States.
Marilyn Rubenstein is the wife of Barry Rubenstein.
4. (a) WOODLAND VENTURE FUND, a limited partnership organized under the
laws of the State of New York (the "Fund").
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(b) Address:
68 Wheatley Road
Brookville, New York 11545
(c) Principal Business: Investments.
(d) No.
(e) No.
Woodland Services Corp. and Mr. Barry Rubenstein are the general
partners of the Fund. The limited partners of the Fund include certain other
investors.
5. (a) WOODLAND SERVICES CORP., a corporation organized under the laws
of the State of New York ("Services").
(b) Address:
68 Wheatley Road
Brookville, New York 11545
(c) Principal Business: Investments.
(d) No.
(e) No.
Mr. Rubenstein is the President and sole director of Services,
and Marilyn Rubenstein, his wife, is the Secretary and Treasurer of Services.
Mr. Rubenstein owns all of Service's outstanding shares of common stock, no par
value.
6. (a) SENECA VENTURES, a limited partnership organized under the laws
of the State of New York ("Seneca").
(b) Address:
68 Wheatley Road
Brookville, New York 11545
(c) Principal Business: Investments.
(d) No.
(e) No.
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The general partners of Seneca are Barry Rubenstein and Services.
The limited partners of Seneca include Marilyn Rubenstein and certain other
investors.
ITEM 3. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
The individual reporting persons obtained funds for the purchase of
the shares of Common Stock from their respective personal funds, and the
partnerships obtained funds for the purchase of the shares of Common Stock from
their respective working capital.
On February 1, 1994, Woodland Partners loaned $75,000 to the Issuer
and was issued promissory notes (the "Notes") in that amount and 150,000
warrants (the "Bridge Warrants"). The Notes bear interest at the rate of 10%
per annum and will be paid at the consummation of the IPO. The Bridge Warrants
are identical to the Warrants, except they are not redeemable until ninety (90)
days after the consummation of a Business Combination.
The amount of funds used in making the purchases of the Units in
connection with the IPO and in the over-the-counter market are set forth below:
Name Amount of Consideration
---- -----------------------
Woodland Partners $360,000
Barry Rubenstein Rollover IRA $240,000
Marilyn Rubenstein $360,000
Seneca Ventures $158,125
Woodland Venture Fund $346,875
ITEM 4. PURPOSE OF TRANSACTION.
The reporting persons acquired their shares for purposes of
investment.
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ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
(a) The following list sets forth the aggregate number and percentage
(based on 2,600,000 shares of Common Stock outstanding as reported in the
Issuer's Proxy Statement dated September 25, 1996) of outstanding shares of
Common Stock owned beneficially by each reporting person named in Item 2, as of
October 16, 1996:
Shares of Percentage of Shares
Common Stock of Common Stock
Name Beneficially Owned(1) Beneficially Owned(1)
- ---- ------------------ ------------------
Woodland Partners 80,000(2) 3.1%
Barry Rubenstein 80,000(3) 3.1%
Marilyn Rubenstein 80,000(4) 3.1%
Seneca Ventures 80,000(5) 3.1%
Woodland Venture Fund 80,000(6) 3.1%
Woodland Services Corp. 80,000(7) 3.1%
- ---------------
(1) Does not include shares of Common Stock issuable upon the exercise of the
Warrants or the Bridge Warrants.
(2) Woodland Partners disclaims beneficial ownership of 25,000 shares of Common
Stock owned by Seneca, and 55,000 shares of Common Stock owned by the Fund.
(3) 5,500 shares of Common Stock represents Mr. Rubenstein's equity interest in
Seneca and 22,246 shares of Common Stock represents Mr. Rubenstein's equity
interest in the Fund. Mr. Rubenstein disclaims beneficial ownership of
19,500 shares of Common Stock owned by Seneca and 32,754 shares of Common
Stock owned by the Fund.
(4) 2,240 shares of Common Stock represents Mrs. Rubenstein's equity interest
as a limited partner of Seneca. Mrs. Rubenstein disclaims beneficial
ownership of 22,760 shares of Common Stock owned by Seneca and 55,000
shares of Common Stock owned by the Fund.
(5) Seneca disclaims beneficial ownership of 55,000 shares of Common Stock
owned by the Fund.
(6) The Fund disclaims beneficial ownership of 25,000 shares of Common Stock
owned by Seneca.
(7) 75 shares of Common Stock beneficially owned by Services represents its
equity interest in the Fund, and 39 shares of Common Stock beneficially
owned by Services represents its equity interest in Seneca. Services
disclaims beneficial ownership of 54,925 shares of Common Stock owned by
the Fund and 24,961 shares of Common Stock owned by Seneca.
-12 of 20-
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(b) By virtue of being a general partner of Seneca and the Fund,
Barry Rubenstein may be deemed to have shared power to vote and to dispose of
80,000 shares of Common Stock representing approximately 3.1% of the outstanding
Common Stock.
Marilyn Rubenstein may be deemed to have shared power to vote and
to dispose of 80,000 shares of Common Stock representing approximately 3.1% of
the outstanding Common Stock.
Woodland Partners may be deemed to have shared power to vote and
to dispose of 80,000 shares of Common Stock.
Seneca has sole power to vote and dispose of 25,000 shares of
Common Stock, and may be deemed to have shared power to vote and to dispose of
55,000 shares of Common Stock.
The Fund has sole power to vote and dispose of 55,000 shares of
Common Stock, and may be deemed to have shared power to vote and to dispose of
25,000 shares of Common Stock.
Services may be deemed to have shared power to vote and to
dispose of 80,000 shares of Common Stock.
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(c) The following is a description of all transactions in Units of
the Issuer by the persons identified in Item 2 of this Schedule 13D effected
from August 14, 1996 through October 16, 1996 inclusive.
Shares of
Purchase or Common Stock Purchase or
Name of Shareholder Sale Date Purchased or (Sold) Sale Price
- ------------------- --------- ------------------- ----------
Woodland Partners 10/14/96 (50,000) $5.25
10/16/96 (10,000) $5.25
Marilyn Rubenstein 10/14/96 (10,000) $5.25
10/16/96 (50,000) $5.25
Barry Rubenstein Rollover IRA10/16/96 (40,000) $5.25
Woodland Partners, Barry Rubenstein Rollover IRA, and Marilyn
Rubenstein sold the shares of Common Stock in the over-the-counter market.
(d) No other person has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of such securities.
(e) On October 16, 1996, the reporting persons ceased to be the
beneficial owner of more than five percent (5%) of the Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
(a) Woodland Partners is a general partnership established and
governed by New York law and a partnership agreement. Pursuant to such
agreement, voting and investment power over the shares of Common Stock held by
Woodland Partners is vested in its general partners - Barry Rubenstein and
Marilyn Rubenstein.
(b) The Fund is a limited partnership established and governed by New
York law and a partnership agreement. Pursuant to such agreement, voting and
investment power over the shares of Common Stock held by the Fund is vested in
its general partners - Barry Rubenstein and Services. The limited partners have
no voting or investment power over the shares of Common Stock held by the Fund.
(c) Seneca is a limited partnership established and governed by New
York law and a partnership agreement. Pursuant to such agreement, voting and
investment power over the shares of Common Stock held by Seneca is vested in its
general partners - Barry Rubenstein
-14 of 20-
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and Services. The limited partners have no voting or investment power over the
shares of Common Stock held by Seneca.
(d) Woodland Partners agreed not to transfer its Bridge Warrants
until after the consummation of a Business Combination and not to exercise them
until ninety (90) days after such Business Combination. The Issuer has agreed
to register the Bridge Warrants and the shares of Common Stock underlying the
Bridge Warrants (the "Bridge Shares") under the Registration Statement of which
the Prospectus is a part, and granted Woodland Partners piggyback registrations
rights for the Bridge Warrants and the Bridge Shares.
(e) Except for the circumstances discussed or referred to in
paragraphs (a) through (d) above, there are no contracts, arrangements,
understandings, or relationships with respect to the securities of the Issuer
among any of the persons reporting in this Schedule 13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT A - Agreement, made effective as of October 14, 1996, among
the reporting persons by which they have agreed to file this Schedule 13D and
all necessary amendments, as required by Rule 13d-1(f).
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SIGNATURE
After reasonable inquiry and to the best of their knowledge and
belief, each of the undersigned hereby certifies that the information set forth
in this Schedule is true, complete, and correct.
Date: October 17, 1996
/s/ Barry Rubenstein
-------------------------------------------
Barry Rubenstein, individually, as General
Partner on behalf of Woodland Partners,
Seneca Ventures, and Woodland Venture Fund,
and as President of Woodland Services Corp.
/s/ Marilyn Rubenstein
-------------------------------------------
Marilyn Rubenstein
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
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Exhibit A
AGREEMENT PURSUANT TO RULE 13d-l(f)
OF THE SECURITIES AND EXCHANGE COMMISSION
AGREEMENT, to be effective as of October 14, 1996, among WOODLAND
PARTNERS, a New York general partnership, with its principal office at 68
Wheatley Road, Brookville, New York 11545, BARRY RUBENSTEIN, residing at 68
Wheatley Road, Brookville, New York 11545, MARILYN RUBENSTEIN, residing at 68
Wheatley Road, Brookville, New York 11545, SENECA VENTURES, with its principal
office at 68 Wheatley Road, Brookville, New York 11545, WOODLAND VENTURE FUND,
with its principal office at 68 Wheatley Road, Brookville, New York 11545, and
WOODLAND SERVICES CORP., with its principal office at 68 Wheatley Road,
Brookville, New York 11545.
WHEREAS, for convenience and expediency, each party hereto desires to
file the statements required by Section 13(d) of the Securities Exchange Act of
1934, as amended, jointly with all other parties hereto; and
WHEREAS, Rule 13d-1(f) promulgated by the Securities and Exchange
Commission requires that this Agreement be set forth in writing and filed with
the Commission;
NOW THEREFORE, it is hereby agreed as follows:
1. Each party hereto agrees that it will file all statements and
reports required under Section 13(d) of the Securities Exchange Act of 1934, as
amended, including without limitation, Schedule 13D, and all amendments of all
such statements and/or reports, jointly with all other parties hereto.
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2. Any party hereto may hereafter terminate this Agreement, with
respect to itself only, by giving written notice thereof to all other parties
hereto, and to ENTERTAINMENT/MEDIA ACQUISITION CORPORATION and the Securities
and Exchange Commission. The withdrawal of any one or more parties shall not
cause the termination of this Agreement with respect to the parties not giving
notice of termination as aforesaid.
3. Unless sooner terminated as provided in paragraph 2 above, this
Agreement shall be for a period of one (1) year from the date hereof, and shall
be automatically renewable for successive one (1) year periods, unless
terminated by any party, as to such party, on sixty (60) days notice.
4. This Agreement may be executed in counterparts, each of which
shall be deemed an original and all of which shall constitute one and the same
instrument.
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IN WITNESS WHEREOF, we have executed this Agreement with the intention
that it shall be binding upon us as of the day and year set forth above.
/s/ Barry Rubenstein
-------------------------------------------
Barry Rubenstein, individually, as General
Partner on behalf of Woodland Partners,
Seneca Ventures, and Woodland Venture Fund,
and as President of Woodland Services Corp.
/s/ Marilyn Rubenstein
-------------------------------------------
Marilyn Rubenstein
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