UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS TO BE FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(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)
Christopher J. Cooney
Rosemary Street Productions, LLC
222 East 44th Street
New York, New York 10017
Telephone: (212) 867-4030
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(Name, Address and Telephone Number of Persons Authorized
to Receive Notices and Communications)
July 27, 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 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 |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 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 that 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 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).
<PAGE>
CUSIP No. 690337 10 0 13D Page 2 of 10 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Rosemary Street Productions, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
NOT APPLICABLE - See Item 3
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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
Delaware
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7 SOLE VOTING POWER
7,830,430 Shares
---------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY ---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 7,830,430 Shares
WITH ---------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,830,430 Shares
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.2%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 690337 10 0 13D Page 3 of 10 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Christopher J. Cooney
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
NOT APPLICABLE - See Item 3
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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
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7 SOLE VOTING POWER
-0-
---------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 7,830,430 Shares
OWNED BY ---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH ---------------------------------------------------
10 SHARED DISPOSITIVE POWER
7,830,430 Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,830,430 Shares
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.2%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 690337 10 0 13D Page 4 of 10 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Jeffrey Cooney
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
NOT APPLICABLE - See Item 3
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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
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7 SOLE VOTING POWER
-0-
---------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 7,830,430 Shares
OWNED BY ---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH ---------------------------------------------------
10 SHARED DISPOSITIVE POWER
7,830,430 Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,830,430 Shares
-------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.2%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 690337 10 0 13D Page 5 of 10 Pages
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Item 1. Securities and Issuer
The class of equity securities to which this statement relates is the
common stock, par value $.001 per share ("Common Stock"), of Overseas Filmgroup,
Inc. ("Issuer"), a Delaware corporation, whose principal executive offices are
located at 8800 Sunset Boulevard, Third Floor, Los Angeles, California 90069.
The percentage of beneficial ownership reflected in Amendment No. 2 to
this Schedule 13D ("Amendment") is based upon 9,803,906 shares of Common Stock
outstanding on November 20, 2000, as set forth in the Issuer's Quarterly Report
on Form 10-Q for the quarter ended September 30, 2000.
Item 2. Identity and Background
This Amendment is being filed on behalf of Rosemary Street
Productions, LLC ("Rosemary Street"), Christopher J. Cooney ("C. Cooney") and
Jeffrey Cooney ("J. Cooney"). Rosemary Street, C. Cooney and J. Cooney are
collectively referred to as the "Reporting Persons."
Rosemary Street's business address is 222 East 44th Street, New York,
New York 10017. Rosemary Street is an entertainment holding company. C. Cooney
is one of the two designated managers and the President of Rosemary Street. J.
Cooney is one of the two designated managers and the Creative Director for
Rosemary Street. C. Cooney and J. Cooney are the only officers of Rosemary
Street. Each of C. Cooney's and J. Cooney's business addresses is the same as
that of Rosemary Street. C. Cooney and J. Cooney are brothers.
Rosemary Street is a limited liability company organized and existing
under the laws of the State of Delaware. C. Cooney and J. Cooney are citizens of
the United States.
C. Cooney and J. Cooney are both officers and directors of the Issuer.
Pursuant to written employment agreements, both dated as of June 20, 2000, C.
Cooney is employed as the Co-Chairman of the Board and Chief Executive Officer
of the Issuer and J. Cooney is employed as the Executive Vice President -
Creative Affairs of the Issuer.
None of the Reporting Persons has been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors) during the
last five years.
None of the Reporting Persons has been a party to any civil proceeding
of a judicial or administrative body of competent jurisdiction resulting in any
judgment, decree or final order enjoining it from engaging in future violations
<PAGE>
CUSIP No. 690337 10 0 13D Page 6 of 10 Pages
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of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws during the
last five years.
Item 3. Source and Amount of Funds or Other Consideration
On July 27, 2000, Rosemary Street entered into an agreement
("Agreement") with Wharton Capital Partners Ltd. ("Wharton Capital"), EUE/Screen
Gems, Ltd. ("EUE") and MRCo., Inc. ("MRCo."), pursuant to which Rosemary Street
agreed to redeem Wharton Capital's 10% Membership Interest (as such term is
defined in a Limited Liability Company Operating Agreement, dated August 20,
1999, among Rosemary Street, Wharton Capital, EUE and MRCo.) in Rosemary Street.
In exchange for this redemption, Rosemary Street transferred 690,735 of its
shares of the Issuer's Common Stock to Wharton Capital. Upon this redemption,
Wharton Capital's Membership Interest in Rosemary Street was reduced from 10% to
0%.
C. Cooney and J. Cooney did not acquire or dispose of any securities
of the Issuer and are only being reported in this Amendment for their beneficial
ownership in Rosemary Street's interest.
Item 4. Purpose of Transactions
Rosemary Street disposed of the securities specified in Item 3 of this
Amendment in consideration for the redemption of Wharton Capital's Membership
Interest in Rosemary Streets as contemplated by the Agreement described in Item
3 above. The Reporting Persons may undertake one or more of the actions set
forth below.
(a) Each of the Reporting Persons may acquire additional securities
from time to time in the public market or in private transactions. Rosemary
Street owns 904,971 shares of the Issuer's Series A Preferred Stock. The Series
A Preferred Stock is convertible at the holder's option, at any time prior to
October 15, 2001, into two shares of Common Stock. On October 15, 2001, any
shares of Series A Preferred Stock that remain outstanding will automatically be
converted. Rosemary Street also owns warrants, exercisable until June 19, 2005,
to purchase up to 1,613,810 shares of the Issuer's Common Stock at an exercise
price of $3.40 per share ("Warrants"). Rosemary Street acquired the Series A
Preferred Stock and Warrants pursuant to a securities purchase agreement, dated
May 3, 2000, between Rosemary Street, C. Cooney, J. Cooney and the Issuer
("Purchase Agreement").
None of the Reporting Persons has any agreements to acquire any
additional Common Stock at this time.
<PAGE>
CUSIP No. 690337 10 0 13D Page 7 of 10 Pages
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(b) The Reporting Persons and the directors of the Issuer designated
by the Reporting Persons may cause the Issuer to pursue a business objective of
identifying one or more operating businesses for acquisition and completing one
or more mergers or other business combinations with such business or businesses.
The Reporting Persons have not identified at this time any business for
acquisition and have no agreements or arrangements for a merger or other
business combination.
(c) The Reporting Persons and the directors of the Issuer designated
by the Reporting Persons may cause the Issuer to engage in a private offering of
its securities for the purpose of raising additional working capital.
(d) Pursuant to the Purchase Agreement, three individuals serving as
directors of the Issuer resigned, the Issuer's board of directors was increased
from seven members to nine members, and five individuals were appointed to fill
the vacancies created by the resignations and the expansion of the board. C.
Cooney and J. Cooney were among the five individuals that were appointed to fill
the vacancies on the Issuer's board. In addition, on the same date, Rosemary
Street, C. Cooney and J. Cooney entered into a voting agreement ("Voting
Agreement") with the Issuer, Ellen Dinerman Little, Robert B. Little (together
with Ellen Little, referred to as the "Littles") and MRCo. The Voting Agreement
provides that: (i) so long as Robert Little is employed as President of the
Issuer or the Littles own no less than 5% of the Issuer's issued and outstanding
voting securities, Rosemary Street will nominate and vote for Mr. Little to
serve as a member of the Issuer's board of directors; (ii) so long as C. Cooney
and J. Cooney own, in the aggregate, directly or indirectly, no less than 5% of
the Issuer's issued and outstanding voting securities, the Littles and other
members of Rosemary Street will vote for C. Cooney and J. Cooney to serve as
members of the Issuer's board of directors; and (iii) so long as MRCo. owns no
less than 5% of the Issuer's issued and outstanding voting securities, the
Littles and other members of Rosemary Street will vote for Joseph Linehan to
serve as a member of the Issuer's board of directors. The Voting Agreement
further provides that if the size of the Issuer's board of directors is
increased from nine members to eleven members prior to June 20, 2002, Rosemary
Street has the right to nominate for election or appoint as directors the two
persons to fill the vacancies created by the increase. The Littles have agreed
to vote all of their voting securities of the Issuer for the election of
Rosemary Street's two nominees in this situation.
The Voting Agreement provides that if Rosemary Street transfers any
shares to its members, such members will be subject to the terms of the Voting
Agreement and will be treated as if they were Rosemary Street. Accordingly,
Wharton Capital will have all of the same rights and obligations that Rosemary
Street has under the Voting Agreement, including, but not limited to, the right
to nominate or appoint directors of the Issuer.
<PAGE>
CUSIP No. 690337 10 0 13D Page 8 of 10 Pages
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As directors of the Issuer, C. Cooney and J. Cooney are involved in
making material business decisions regarding the Issuer's policies and
practices. Notwithstanding the foregoing, except as discussed above and in the
ordinary course as a director of the Issuer, the Reporting Persons do not have
any plans or proposals to effect any material change in the present
capitalization or dividend policy of the Issuer, cause any other material change
in the Issuer's business or corporate structure, cause any changes in the
Issuer's charter or bylaws or other actions that may impede the acquisition of
control of the Issuer by any person, cause a class of securities of the Issuer
to be delisted from a national securities exchange or to cease to be authorized
to be quoted on an inter-dealer quotation system of a registered national
securities association, cause a class of equity securities of the Issuer to
become eligible for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934, or take any other action similar to any of
those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) - (b) Rosemary Street is the beneficial owner of 7,830,430 shares
of Common Stock of the Issuer. This amount includes 4,406,678 shares of Common
Stock, 1,809,942 shares of Common Stock issuable upon conversion of 904,971
shares of Series A Preferred Stock and 1,613,810 shares of Common Stock issuable
upon exercise of the Warrants. Rosemary Street has sole voting and dispositive
power over such shares. Rosemary Street beneficially owns 59.2% of the Issuer's
outstanding shares of Common Stock.
C. Cooney does not directly own any shares of Common Stock of the
Issuer. C. Cooney has shared voting and dispositive power over 7,830,430 shares
of Common Stock because he is one of the two designated managers and one of the
two officers of Rosemary Street. Therefore, C. Cooney beneficially owns 59.2% of
the Issuer's outstanding shares of Common Stock. As an officer and director of
the Issuer, C. Cooney in the future may be issued options to purchase additional
shares of Common Stock under the Issuer's 1996 Basic Stock Option and Stock
Appreciation Rights Plan.
J. Cooney does not directly own any shares of Common Stock of the
Issuer. J. Cooney has shared voting and dispositive power over 7,830,430 shares
of Common Stock because he is one of the two designated managers and one of the
two officers of Rosemary Street. Therefore, J. Cooney beneficially owns 59.2% of
the Issuer's outstanding shares of Common Stock. As an officer and director of
the Issuer, J. Cooney in the future may be issued options to purchase additional
shares of Common Stock under the Issuer's 1996 Basic Stock Option and Stock
Appreciation Rights Plan.
(c) On July 27, 2000, Rosemary Street entered into an Agreement with
Wharton Capital, EUE and MRCo., pursuant to which Rosemary Street agreed to
redeem Wharton Capital's 10% Membership Interest in Rosemary Street. In exchange
<PAGE>
CUSIP No. 690337 10 0 13D Page 9 of 10 Pages
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for this redemption, Rosemary Street transferred 690,735 shares of the Issuer's
Common Stock to Wharton Capital. Upon this redemption, Wharton Capital's
Membership Interest in Rosemary Street was reduced from 10% to 0%.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to the Securities of the Issuer
On July 27, 2000, Rosemary Street entered into the Agreement described
in Item 5(c) above.
Item 7. Material to be Filed as Exhibits
1. Agreement, dated July 27, 2000, by and among Rosemary Street
Productions, LLC, Wharton Capital Partners Ltd., EUE/Screen
Gems, Ltd. and MRCo., Inc.
<PAGE>
CUSIP No. 690337 10 0 13D Page 10 of 10 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.
Dated: November 15, 2000
ROSEMARY STREET PRODUCTIONS, LLC
By: /s/ Christopher J. Cooney
----------------------------------
Name: Christopher J. Cooney
Title: President
/s/ Christopher J. Cooney
-------------------------------------
Christopher J. Cooney
/s/ Jeffrey Cooney
-------------------------------------
Jeffrey Cooney
<PAGE>
EXCHIBIT 1
OVERSEAS FILMGROUP, INC.
8800 Sunset Boulevard, Third Floor
Los Angeles, California 90069
As of July 27, 2000
Wharton Capital Partners Ltd.
545 Madison Avenue
New York, New York 10022
Ladies and Gentlemen:
Reference is made to Section 2 of the Voting Agreement, dated as of
June 20, 2000, by and among Overseas Filmgroup, Inc. ("Company"), Rosemary
Street Productions, LLC ("Rosemary Street"), Robert Little, Ellen Little, MRCo.,
Inc., Christopher J. Cooney and Jeffrey Cooney ("Voting Agreement"). Capitalized
terms used herein and not otherwise defined shall have the same meaning as set
forth in the Voting Agreement.
In consideration for the Company agreeing to effect the transfer on
its books and records from Rosemary Street to Wharton Capital Partners Ltd.
("Wharton Capital") of 690,735 shares of the Company's common stock ("Shares")
in connection with the redemption of Wharton Capital's membership interest in
Rosemary Street, Wharton Capital hereby acknowledges and agrees to be subject to
the terms of the Voting Agreement as if it were Rosemary Street. Accordingly,
Wharton Capital hereby accepts the obligations of the Voting Agreement as they
relate to the Shares and shall have the same rights under the Voting Agreement
that Rosemary Street had with respect to the Shares as to any nominations or
appointments of directors.
OVERSEAS FILMGROUP, INC.
By: /s/ William F. Lischak
----------------------------------------
Name: William F. Lischak
Title: Chief Financial Officer and
Chief Operating Officer
AGREED AND ACCEPTED:
WHARTON CAPITAL PARTNERS, LTD.
By: /s/ Barry R. Minsky
-----------------------------------------
Name: Barry R. Minsky
Title: Chief Executive Officer
<PAGE>
EXHIBIT 1
ROSEMARY STREET PRODUCTIONS, LLC
222 East 44th Street
New York, NY 10017
July 27, 2000
Wharton Capital Partners Ltd.
545 Madison Avenue
New York, NY 10022
Attention: Barry Minsky
Dear Barry:
Reference is made to that certain Limited Liability Company Operating
Agreement (as amended, the "Operating Agreement") dated August 20, 1999 by and
among Rosemary Street Productions, LLC ("RSP"), Wharton Capital Partners Ltd.
("Wharton"), EUE/Screen Gems, Ltd. and MRCo., Inc. RSP hereby agrees to redeem
Wharton's Membership Interest (as defined in the Operating Agreement) in RSP,
effective immediately (the "Redemption").
Upon the Redemption, Wharton's Membership Interest in RSP shall
entitle it to receive 690,735 shares of common stock of Overseas Filmgroup, Inc.
(the "Shares"), which are held by RSP. Upon Wharton's receipt of the Shares,
Wharton's Membership Interest shall be reduced from 10% to 0%.
Due to alterations in Exhibit C to the Operating Agreement because of
the Redemption, the attached new Exhibit C reflects the current Membership
Interests in RSP.
Very truly yours,
ROSEMARY STREET PRODUCTIONS, LLC
By:/s/ Christopher Cooney
----------------------------------
Christopher Cooney, Manager
Accepted and Agreed:
WHARTON CAPITAL PARTNERS LTD.
By: /s/ Barry R. Minsky, C.E.O.
--------------------------------
Name: Barry R. Minsky
Title: Chief Executive Officer
EUE/SCREEN GEMS, LTD.
By: /s/ Christopher J. Cooney
----------------------------------------------------
Name: Christopher J. Cooney
Title: Senior Vice President
MRCO., INC.
By: /s/ Joseph R. Linehan
--------------------------------------------------------
Name: Joseph R. Linehan
Title:
<PAGE>
Members and Capital Contribution
Initial Units of
Capital Membership
Member Contribution Interest
------ ------------ ----------
Name: EUE/Screen Gems, Ltd.
Address: 222 East 44th Street $6,000,000 79.62778%
New York, NY 10017
Attention: Christopher Cooney
Name: MRCo., Inc.
Address: 111 Massachusetts Avenue, N.W. $11,000,000 20.3722%
Washington, D.C. 20001
Attention: Michael Stead
Total: $17,000,000 100%
