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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. 1)*
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)
June 20, 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>
SCHEDULE 13D
CUSIP No. 690337 10 0 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)
OO - 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
10,146,425 Shares
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY ---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 10,146,425 Shares
WITH ---------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,146,425 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)
68.3%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 690337 10 0 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)
OO - 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 10,146,425 Shares
OWNED BY ---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH ---------------------------------------------------
10 SHARED DISPOSITIVE POWER
10,146,425 Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,146,425 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)
68.3%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 690337 10 0 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)
OO - 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 10,146,425 Shares
OWNED BY ---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH ---------------------------------------------------
10 SHARED DISPOSITIVE POWER
10,146,425 Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,146,425 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)
68.3%
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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 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. 1 to this
Schedule 13D ("Amendment") is based upon 9,803,906 shares of Common Stock
outstanding on June 20, 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. These persons took these positions as a result
of a securities purchase by Rosemary Street consummated on June 20, 2000
(described in Item 3 below).
None of the Reporting Persons has been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors) during the last five
years.
<PAGE>
CUSIP No. 690337 10 0 Page 6 of 10 Pages
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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
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 June 20, 2000, Rosemary Street purchased from the Issuer (i) 5,097,413
shares of the Issuer's Common Stock, (ii) 904,971 shares of the Issuer's Series
A Preferred Stock, each share of which is convertible into two shares of the
Issuer's Common Stock ("Series A Preferred Stock") and (iii) warrants,
exercisable until June 19, 2005, to purchase up to 2,313,810 shares of the
Issuer's Common Stock at an exercise price of $3.40 per share ("Warrants") for a
cash purchase price of $17,000,000. Immediately thereafter, Rosemary Street
transferred an aggregate of 700,000 Warrants issued to it to various persons and
entities in consideration for services rendered in connection with the
transactions contemplated by the securities purchase.
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 5(c) of this
Amendment in consideration for services rendered in connection with the
transactions contemplated by the securities purchase 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 market or in private transactions. Rosemary Street owns
904,971 shares of 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 and an option ("Option"), exercisable until September 17, 2000,
to purchase an additional 1,625,260 shares of the Issuer's Common Stock for an
aggregate purchase price of $4,000,000.
The Issuer currently owns 17,454 shares of common stock of Yahoo! Inc.
("Yahoo Shares"). Pursuant to the Purchase Agreement, if the average daily
<PAGE>
CUSIP No. 690337 10 0 Page 7 of 10 Pages
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closing bid price of the common stock of Yahoo! Inc. listed on Nasdaq for the 20
trading days commencing on the first day that the Issuer can sell the Yahoo
Shares free of the Issuer's "lock-up" agreement with Yahoo! Inc. is $110 or
less, then the Issuer will issue to Rosemary Street 650,729 shares of Common
Stock and 115,527 shares of Series A Preferred Stock at no additional cost to
Rosemary Street.
Other than the rights described above, none of the Reporting Persons has
any agreements to acquire any additional Common Stock at this time.
(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) In connection with the purchase by Rosemary Street of the shares of
Common Stock, Series A Preferred Stock, Warrants and Option reported on in this
Amendment as owned by it, Rosemary Street, C. Cooney and J. Cooney entered into
an Securities Purchase Agreement, dated May 3, 2000, with the Issuer pursuant to
which three individuals serving as its directors 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 with the Issuer, Ellen Dinerman Little, Robert B. Little (together
with Ellen Little, referred to as the "Littles") and MRCo., Inc. 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
<PAGE>
CUSIP No. 690337 10 0 Page 8 of 10 Pages
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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.
Except as discussed above, 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 10,146,425 shares of
Common Stock of the Issuer. This amount includes 5,097,413 shares of Common
Stock, 1,809,942 shares of Common Stock issuable upon conversion of 904,971
shares of Series A Preferred Stock, 1,613,810 shares of Common Stock issuable
upon exercise of the Warrants and 1,625,260 shares of Common Stock issuable upon
exercise of the Option. Rosemary Street has sole voting and dispositive power
over such shares. Rosemary Street beneficially owns 68.3% 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 10,146,425 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 68.3% 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 10,146,625 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 68.3% of the
Issuer's outstanding shares of Common Stock. As an officer and director of the
<PAGE>
CUSIP No. 690337 10 0 Page 9 of 10 Pages
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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 June 20, 2000, Rosemary Street transferred an aggregate of 700,000
Warrants issued to it to various persons and entities in consideration for
services rendered in connection with transactions contemplated by the securities
purchase. No other transactions were effected during the past 60 days by the
Reporting Persons.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to the Securities of the Issuer
No Change.
Item 7. Material to be Filed as Exhibits
No Change.
<PAGE>
CUSIP No. 690337 10 0 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: July 26, 2000
ROSEMARY STREET PRODUCTIONS, LLC
By: /s/ Christopher J. Cooney
--------------------------
Name: Christopher J. Cooney
Title: President
/s/ Christopher J. Cooney
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Christopher J. Cooney
/s/ Jeffrey Cooney
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Jeffrey Cooney
