UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. *)
Overseas Filmgroup Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
743085102000
(CUSIP Number)
Peter E. Salas, General Partner
of Dolphin Offshore Partners, L.P.
c/o Dolphin Management
129 East 17th Street
New York, NY 10003
(212) 982-5071
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communication)
April 15, 1997
(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 / /.
* 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 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).
1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON: Peter E. Salas, as General Partner of
Dolphin Offshore Partners, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ___
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION: USA
7. SOLE VOTING POWER: 595,000
8. SHARED VOTING POWER: 0
9. SOLE DISPOSITIVE POWER: 595,000
10. SHARED DISPOSITIVE POWER: 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 595,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9.87%
14. TYPE OF REPORTING PERSON: IN
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Overseas Filmgroup Inc.
(Name of Company)
Item 1. Security and Issuer.
The title of the class of equity security to which this statement relates
is the Common Stock of Overseas Filmgroup Inc., whose
principal executive offices are located at 8800 Sunset Boulevard,
c/o Bannon & Co., Inc., Los Angeles, CA 90069
Item 2. Identity and Background
This statement is filed by Peter E. Salas, a United States citizen with
a business address at Dolphin Management, 129 East 17th Street, NY, NY
10003, as General Partner of Dolphin Offshore Partners, L.P. His present
principal occupation is President of the Company. During the last five
years, Mr. Salas has not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) nor been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
subjecting him to a judgement, decree or final order 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.
Item 3. Source and Amount of Funds or Other Consideration
The 595,000 shares (including 250,000 shares of Common Stock issuable
upon exercise of warrants expiring February 16th, 2002--which may be
exercised at a price of $5.00 per share) are beneficially owned by
Mr. Salas as General Partner of Dolphin Offshore Partners, L.P.were
purchased with the working capital of Dolphin Offshore Partners, L.P.
in open market transactions.
Item 4. Purpose of the Transaction
The shares of Common Stock were acquired for investment purposes only.
Item 5. Interest in Securities of the Issuer
(a) Mr. Salas is the beneficial owner of 595,000 shares of common
stock of the Company (including 250,000 shares of Common Stock issuable
upon exercise of warrants expiring February 16th, 2002). Such 595,000
shares constitute approximately 9.87% of the shares of the Company's
Common Stock outstanding as of April 15, 1997.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Mr. Salas has the exclusive right to vote the shares of Common
Stock at any regular or special meetings of the shareholders of the Company
and/or any actions in lieu of meetings or shareholder proceedings.
Item 7. Material to be Filed as Exhibits
Signatures
After reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: April 17th, 1997
/s/ Peter E. Salas
--------------------
Peter E. Salas as General Partner
of Dolphin Offshore Partners, L.P.
