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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
Overseas Filmgroup, Inc.
(formerly named "Entertainment Media Acquisition Corporation")
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
690337 10 0
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(CUSIP Number)
Deborah Chiaramonte, Esq.
Overseas Filmgroup, Inc.
8800 Sunset Boulevard, Third Floor, Los Angeles, CA 90069
(310) 855-1199
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 30, 1997
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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 / /.
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CUSIP No. 690337 10 0
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENITIFICATION NO. OF ABOVE PERSON
Robert B. Little
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) []
(b) []
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
00, PF
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5. CHECK BOX 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
U.S.
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
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8. SHARED VOTING POWER
3,802,778
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9. SOLE DISPOSITIVE POWER
0
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10. SHARED DISPOSITIVE POWER
3,553,218
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11. AGGREGATE AMOUNT BENEIFICALLY OWNED BY EACH REPORTING PERSON
3,802,778 (See response to Item 5)
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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)
60%
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14. TYPE OF REPORTING PERSON*
IN
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CUSIP No. 690337 10 0
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENITIFICATION NO. OF ABOVE PERSON
Ellen Dinerman Little
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) []
(b) []
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
00, PF
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5. CHECK BOX 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
U.S.
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
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8. SHARED VOTING POWER
3,802,778
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9. SOLE DISPOSITIVE POWER
0
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10. SHARED DISPOSITIVE POWER
3,553,218
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11. AGGREGATE AMOUNT BENEIFICALLY OWNED BY EACH REPORTING PERSON
3,802,778 (See response to Item 5)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
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This Amendment No. 1 adds the following information to Items 3 and 4 and
amends and restates in its entirety Item 5 of the Schedule 13D filed jointly
by Ellen Dinerman Little and Robert B. Little (the "Reporting Persons") with
respect to ownership of the Common Stock, par value $.001 per share (the
"Common Stock") of Overseas Filmgroup, Inc. ("Issuer"). A joint filing
agreement pursuant to Rule 13d-1(f)(1)(iii) was filed as Exhibit 1 to the
Schedule 13D and is incorporated herein by this reference.
Item 3. Source and Amount of Funds or Other Consideration
In April 1997, the Reporting Persons purchased an aggregate of 25,000
shares of Common Stock in open market transactions at an average price of
1.921875 per share.
On October 30, 1997, an additional portion of the two options that were
previously granted to each of the Reporting Persons pursuant to the
Management Option Plan vested. Each Reporting Person holds one option for
537,000 shares of Common Stock at an exercise price of $5.00 per share (which
is currently exercisable for 187,500 shares as the result of the October 30,
1997 vesting of an additional 87,500 shares) and one option for 562,500
shares at an exercise price of $8.50 per share (which is currently
exercisable for 112,500 shares as the result of the October 30, 1997 vesting
of 112,500 shares).
Item 4. Purpose of the Transaction
The 25,000 shares of Common Stock that were purchased in open market
transactions were acquired for investment purposes. The options to purchase
Common Stock were granted in October 1996 pursuant to the Management Option
Plan which was adopted in connection with the October 1996 merger of Overseas
Filmgroup, Inc. and Entertainment/Media Acquisition Corporation.
Item 5. Interest in Securities of the Issuer
(a) Ellen Dinerman Little beneficially owns 3,802,778 shares of Common Stock
(including 600,000 shares subject to currently exercisable options and
249,560 shares pursuant to an irrevocable proxy granted by William F. Lischak
to Ms. Little and her spouse). 2,953,218 of such shares are owned as
community property with Robert B. Little, Ms. Little's spouse, including
25,000 shares held as community property in revocable living trust. Of the
600,000 shares subject to currently exercisable options, 300,000 shares are
subject to currently exercisable options granted to Ellen Dinerman Little's
spouse (Robert B. Little) pursuant to the Issuer's Management Option Plan
which generally may only be exercised by Ms. Little's spouse. The filing of
this Schedule 13D shall not be deemed an admission that Ellen Dinerman Little
is the beneficial owner of the options granted to her spouse.
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The number of shares of Common Stock beneficially owned by Ms. Little
does not include (i) 800,000 shares of Common Stock subject to options
granted to her pursuant to the Management Option Plan, the exercisability of
which is subject to certain additional vesting requirements, or (ii) 800,000
shares of Common Stock subject to options granted to her spouse pursuant to
the Management Option Plan, the exercisability of which is subject to certain
additional vesting requirements.
Robert B. Little beneficially owns 3,802,778 shares of Common Stock
(including (including 600,000 shares subject to currently exercisable options
and 249,560 shares pursuant to an irrevocable proxy granted by William F.
Lischak to Mr. Little and his spouse). 2,953,218 of such shares are owned as
community property with Ellen Dinerman Little, Mr. Little's spouse, including
25,000 shares held as community property in revocable living trust. Of the
600,000 shares subject to currently exercisable options, 300,000 shares are
subject to currently exercisable options granted to Robert B. Little's spouse
(Ellen Dinerman Little) pursuant to the Issuer's Management Option Plan which
generally may only be exercised by Mr. Little's spouse. The filing of this
Schedule 13D shall not be deemed an admission that Robert B. Little is the
beneficial owner of the options granted to his spouse.
The number of shares of Common Stock beneficially owned by Mr. Little
does not include (i) 800,000 shares of Common Stock subject to options
granted to him pursuant to the Management Option Plan, the exercisability of
which is subject to certain additional vesting requirements, or (ii) 800,000
shares of Common Stock subject to options granted to her spouse pursuant to
the Management Option Plan, the exercisability of which is subject to certain
additional vesting requirements.
The foregoing is based upon the Issuer's Proxy Statement dated August 29,
1997 which reported that as of August 20, 1997, 5,732,778 shares of Common
Stock were outstanding.
(b) Ellen Dinerman Little:
sole power to vote or direct the vote: 0 shares
shared power to vote or direct the vote: 3,802,778
sole or shared power to dispose of or to direct the disposition:
3,553,218 shares
Robert B. Little:
sole power to vote or direct the vote: 0 shares
shared power to vote or direct the vote: 3,802,778
sole or shared power to dispose of or to direct the disposition:
3,553,218 shares
(c), (d) and (e) are inapplicable
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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.
November 9, 1997
/s/ Ellen Dinerman Little
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ELLEN DINERMAN LITTLE
November 9, 1997
/s/ Robert B. Little
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ROBERT B. LITTLE
