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UNITED STATES Expires: August 31, 1999
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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. 4)
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)
Douglas B. McClure, 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)
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 8 Pages
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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
United States
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7. SOLE VOTING POWER
1,614,406 Shares
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NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICALLY 250,000 Shares
OWNED BY -------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,614,406 Shares
WITH -------------------------------------------------------
10. SHARED DISPOSITIVE POWER
250,000 Shares
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11. AGGREGATE AMOUNT BENEIFICALLY OWNED BY EACH REPORTING PERSON
1,864,406 Shares
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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)
18.1%
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14. TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 690337 10 0 Page 3 of 8 Pages
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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
United States
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7. SOLE VOTING POWER
1,614,406 Shares
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NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICALLY 250,000 Shares
OWNED BY -------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,614,406 Shares
WITH -------------------------------------------------------
10. SHARED DISPOSITIVE POWER
250,000 Shares
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11. AGGREGATE AMOUNT BENEIFICALLY OWNED BY EACH REPORTING PERSON
1,864,406 Shares
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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)
18.1%
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14. TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 690337 10 0 Page 4 of 8 Pages
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This Amendment No. 4 adds the following information to Items 3, 4, 6 and 7
an 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").
The percentage of beneficial ownership reflected in this Amendment No. 4 is
based upon 9,803,906 shares of Common Stock outstanding on June 20, 2000.
Item 3. Source and Amount of Funds or Other Consideration
On June 20, 2000, the Issuer consummated a Securities Purchase Agreement
(the "Purchase Agreement") with Rosemary Street Productions, LLC ("Rosemary
Street"). In connection with the Purchase Agreement and as approved by the board
of directors of the Issuer, the Issuer and the Reporting Persons entered into an
Amended and Restated 1996 Special Stock Option Plan and Agreement ("Amended and
Restated Agreement") which amended and restated the Issuer's existing 1996
Special Stock Option Plan and Agreement in its entirety. Pursuant to the Amended
and Restated Agreement, the Issuer cancelled the Reporting Persons' existing
options to purchase an aggregate of (i) 1,075,000 shares of Common Stock at an
exercise price of $5.00 per share and (ii) 1,125,000 shares of Common Stock at
an exercise price of $8.50 per share and granted each of the Reporting Persons
new options ("New Options") each to purchase 250,000 shares of Common Stock at
an exercise price of $3.40 per share. The New Options are immediately
exercisable and expire on June 19, 2005.
Item 4. Purpose of Transactions
The Issuer and the Reporting Persons entered into the Amended and Restated
Agreement in order to induce Rosemary Street to enter into the Securities
Purchase.
(a) Pursuant to the Amended and Restated Agreement, the Issuer cancelled
the Reporting Persons existing options to purchase an aggregate of 2,200,000
shares of Common Stock and granted each of the Reporting Persons an option to
purchase a total of 250,000 shares of Common Stock per Reporting Person (all of
which are currently exercisable). See response to Item 3 above.
Immediately prior to the closing of the Securities Purchase, the Reporting
Persons entered into a Note and Debt Contribution Agreement with the Issuer
pursuant to which: (i) the Reporting Persons forgave an aggregate of
approximately $1,997,810 of obligations and indebtedness that the Issuer owed to
them; (ii) the Reporting Persons contributed $130,000 in cash and 1,588,812 of
their shares of the Issuer's Common Stock to the Issuer's capital; and (iii) the
Issuer paid the Reporting Persons an aggregate of $1,430,000 of other
obligations and indebtedness owed to them.
<PAGE>
CUSIP No. 690337 10 0 Page 5 of 8 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) In connection with the Securities Purchase, effective June 20, 2000,
three individuals serving on the Issuer's board of directors, including Ms.
Little, resigned, the Issuer's board 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. On the same date, the Reporting
Persons entered into a voting agreement with the Issuer, Rosemary Street, MRCo.,
Inc., Christopher J. Cooney and Jeffrey Cooney. The voting agreement provides
that: (i) so long as Robert Little is employed as President of the Issuer or the
Reporting Persons 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
Christopher Cooney and Jeffrey Cooney own, in the aggregate, directly or
indirectly, no less than 5% of the Issuer's issued and outstanding voting
securities, the Reporting Persons and other members of Rosemary Street will vote
for Christopher Cooney and Jeffrey 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 Reporting Persons 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 Reporting Persons have agreed to vote all
of their voting securities of the Issuer for the election of Rosemary Street's
two nominees in this situation.
<PAGE>
CUSIP No. 690337 10 0 Page 6 of 8 Pages
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Item 5. Interest in Securities of the Issuer
Robert B. Little is the beneficial owner of 1,864,406 shares of Common
Stock. This amount includes 1,364,406 shares of Common Stock held by Mr. Little
and Ms. Ellen Dinerman Little, Mr. Little's spouse, as community property in a
revocable living trust and 500,000 shares subject to currently exercisable
options. Of the 500,000 shares subject to currently exercisable options, 250,000
shares are subject to currently exercisable options granted to Mr. Little's
spouse pursuant to the Issuer's Amended and Restated Agreement which generally
may only be exercised by Mr. Little's spouse. The filing of this Amendment No.4
to Schedule 13D shall not be deemed an admission that Robert B. Little is the
beneficial owner of the options granted to his spouse. Robert B. Little
beneficially owns 18.1% of the Issuer's outstanding shares of Common Stock.
Ellen Dinerman Little is the beneficial owner of 1,864,406 shares of Common
Stock. This amount includes 1,364,406 shares of Common Stock held by Ms. Little
and Mr. Robert B. Little, Ms. Little's spouse, as community property in a
revocable living trust and 500,000 shares subject to currently exercisable
options. Of the 500,000 shares subject to currently exercisable options, 250,000
shares are subject to currently exercisable options granted to Ms. Little's
spouse pursuant to the Issuer's Amended and Restated Agreement which generally
may only be exercised by Ms. Little's spouse. The filing of this Amendment No.4
to Schedule 13D shall not be deemed an admission that Ellen Dinerman Little is
the beneficial owner of the options granted to her spouse. Ellen Dinerman Little
beneficially owns 18.1% of the Issuer's outstanding shares of Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to the Securities of the Issuer
On May 3, 2000, the Issuer entered into the Purchase Agreement with
Rosemary Street. The Purchase Agreement was consummated on June 20, 2000.
Immediately prior to the consummation of the Purchase Agreement, the Reporting
Persons entered into a Note and Debt Contribution Agreement with the Issuer
pursuant to which: (i) the Reporting Persons forgave an aggregate of
approximately $1,997,810 of obligations and indebtedness that the Issuer owed to
them; (ii) the Reporting Persons contributed $130,000 in cash and 1,588,812 of
their shares of the Issuer's Common Stock to the Issuer's capital; and (iii) the
Issuer paid the Reporting Persons an aggregate of $1,430,000 of other
obligations and indebtedness owed to them.
<PAGE>
CUSIP No. 690337 10 0 Page 7 of 8 Pages
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Pursuant to the Purchase Agreement, the Issuer and the Reporting Persons
entered into the Amended and Restated Agreement which amended and restated the
Issuer's existing 1996 Special Stock Option Plan and Agreement in its entirety
(described above in Item 3 above).
The Reporting Persons also entered into a voting agreement with the Issuer,
Rosemary Street, MRCo., Inc., Christopher J. Cooney and Jeffrey Cooney
(described in Item 4 above).
Each of the Reporting Persons has also entered into a lock-up agreement
pursuant to which, without the prior written consent of two officers of the
Issuer and subject to certain exceptions, they will not offer, sell, contract to
sell, pledge, gift or otherwise dispose of, directly or indirectly, any shares
of Common Stock, or any warrants, options, or other rights to purchase,
subscribe for, or otherwise acquire any shares of Common Stock for a period of
one year ending on June 19, 2001.
Item 7. Material to be Filed as Exhibits
1. Joint Filing Agreement (incorporated by reference from Exhibit 1 of
the Reporting Persons' Schedule 13D filed with the SEC on November 12,
1996).
2. Securities Purchase Agreement, dated May 3, 2000, between the Issuer
and Rosemary Street (incorporated by reference from Exhibit 10.35 of
the Issuer's Current Report on Form 8-K/A filed on June 29, 2000).
3. Amended and Restated 1996 Special Stock Option Plan and Agreement
among Robert Little, Ellen Little and the Issuer (incorporated by
reference from Exhibit 10.37 of the Issuer's Current Report on Form
8-K/A filed on June 29, 2000).
4. Note and Debt Contribution Agreement among Robert Little, Ellen Little
and the Issuer (incorporated by reference from Exhibit 10.44 of the
Issuer's Current Report on Form 8-K/A filed on June 29, 2000).
5. Form of Management Letter between each of Robert Little and Ellen
Little and the Issuer (incorporated by reference from Exhibit 10.45 of
the Issuer's Current Report on Form 8-K/A filed on June 29, 2000).
6. Voting Agreement among the Issuer, Rosemary Street, Robert Little,
Ellen Little, MRCo., Inc., C. Cooney and J. Cooney (incorporated by
reference from Exhibit 10.46 of the Issuer's Current Report on Form
8-K/A filed on June 29, 2000).
<PAGE>
CUSIP No. 690337 10 0 Page 8 of 8 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: August 18, 2000
/s/ Robert B. Little
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Robert B. Little
/s/ Ellen Dinerman Little
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Ellen Dinerman Little
