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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2a
(AMENDMENT NO. 2)
Overseas Filmgroup, Inc.
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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, 1998
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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 / /.
(Page 1 of 6 Pages)
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CUSIP No. 690337 10 0
1. NAME OF REPORTING PERSON
I.R.S. IDENITIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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
4,202,778
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9. SOLE DISPOSITIVE POWER
0
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10. SHARED DISPOSITIVE POWER
3,953,218
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,202,778 (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)
62.4%
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14. TYPE OF REPORTING PERSON*
IN
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(Page 2 of 6 Pages)
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CUSIP No. 690337 10 0
1. NAME OF REPORTING PERSON
I.R.S. IDENITIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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
---------------------
8. SHARED VOTING POWER
4,202,778
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9. SOLE DISPOSITIVE POWER
0
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10. SHARED DISPOSITIVE POWER
3,953,218
---------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,202,778 (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)
62.4%
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14. TYPE OF REPORTING PERSON*
IN
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(Page 3 of 6 Pages)
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This Amendment No. 2 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(k)(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
On October 30, 1998, 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 275,000 shares as the result of the October 30, 1998 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 225,000 shares as
the result of the October 30, 1998 vesting of 112,500 shares).
Item 4. Purpose of the Transaction
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 4,202,778 shares of Common
Stock (including 1,000,000 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 held as community
property with Robert B. Little, Ms. Little's spouse, in a revocable living
trust. Of the 1,000,000 shares subject to currently exercisable options,
500,000 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.
The 4,202,778 shares of Common Stock beneficially owned by Ms. Little
constitute 62.4% of the Issuer's outstanding Common Stock (calculated in
accordance with Rule 13d-3(d)(1)).
The number of shares of Common Stock beneficially owned by Ms. Little does
not include (i) 600,000 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) 600,000 shares of Common
Stock subject to
(Page 4 of 6 Pages)
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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 4,202,778 shares of Common Stock
(including (including 1,000,000 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, in a
revocable living trust. Of the 1,000,000 shares subject to currently
exercisable options, 500,000 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 4,202,778 shares of Common Stock beneficially owned by Mr. Little
constitute 62.4% of the Issuer's outstanding Common Stock (calculated in
accordance with Rule 13d-3(d)(1)).
The number of shares of Common Stock beneficially owned by Mr. Little does
not include (i) 600,000 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) 600,000 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 Definitive Proxy Statement dated
September 16, 1998 which reported that as of September 3, 1998, 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: 4,202,778
sole or shared power to dispose of or to direct the disposition:
3,953,218 shares
Robert B. Little:
sole power to vote or direct the vote: 0 shares
shared power to vote or direct the vote: 4,202,778
sole or shared power to dispose of or to direct the disposition:
3,953,218 shares
(c), (d) and (e) are inapplicable
(Page 5 of 6 Pages)
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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, 1998
/s/ Ellen Dinerman Little
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ELLEN DINERMAN LITTLE
November 9, 1998
/s/ Robert B. Little
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ROBERT B. LITTLE
(Page 6 of 6 Pages)
