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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. 2 )*
Media Arts Group, Inc.
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(NAME OF ISSUER)
Common Stock
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(TITLE OF CLASS OF SECURITIES)
58439 C 10 2
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(CUSIP NUMBER)
Sue Edstrom, 521 Charcot Ave, San Jose, California 95131 (408) 922-1577
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
March 31, 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 [ ].
Check the following box if a fee is being paid with the statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1: and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) 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 which 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 ("Act") 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).
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SCHEDULE 13D
CUSIP No. 58439 C 10 2 Page 1 of -- Pages
--------------------- -------- --------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas Kinkade
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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*
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
USA
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(7) SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 3,312,043
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 0
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(10) SHARED DISPOSITIVE POWER
3,312,043
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,312,043
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(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.0%
(14) TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP No. 58439 C 10 2 Page 2 of -- Pages
--------------------- -------- --------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nanette Kinkade
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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*
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
USA
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(7) SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 3,312,043
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 0
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
3,312,043
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,312,043
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(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.0%
(14) TYPE OF REPORTING PERSON*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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This Amendment No. 2 to Schedule 13D is being filed on behalf of the undersigned
reporting persons to amend the Schedule 13D filed on March 5, 1997 (the
"Schedule 13D"), relating to the common stock, par value $0.01 per share of
Media Arts Group, Inc., a Delaware corporation.
ITEM 1: SECURITY AND ISSUER
Item 1 to Schedule 13D is hereby amended and restated in its
entirety as follows:
This statement relates to shares of Common Stock par value of
$0.01 per share, of Media Arts Group, Inc., a Delaware
Corporation (the "Issuer"). The address of Issuer's
principal executive offices is 521 Charcot Avenue, San Jose,
California 95131.
ITEM 2: IDENTITY AND BACKGROUND
Item 2 to Schedule 13D is hereby amended and restated in its
entirety as follows:
(a) The names of the persons filing are Thomas Kinkade and Nanette
Kinkade (collectively, the "Reporting Persons").
(b) The address if the principal business office of each Reporting
Person is 521 Charcot Ave. San Jose, California 95131.
(c) Thomas Kinkade is the Art Director and a Board Member of the
Issuer. Nanette Kinkade is a homemaker and the spouse of
Thomas Kinkade.
(d) Neither Reporting Person has been convicted in any criminal
proceedings during the past five years.
(e) Neither Reporting Person has been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction during the past five years.
(f) Thomas Kinkade and Nanette Kinkade are United States Citizens.
ITEM 3: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 to Schedule 13D is hereby amended, in pertinent part,
as follows:
Since filing the Schedule 13D on March 5, 1997, on March
31, 1997, in consideration for receipt of the 24,500 shares of
the Issuer's Common Stock from Hyprom S.A., Thomas Kinkade
transferred to Hyprom, S.A. a promissory note held
beneficially by him issued by Dennis McCarthy on January 3,
1993, in original aggregate principal amount of $110,250
bearing interest at a rate of 6% per annum. Thomas Kinkade
and Nanette Kinkade jointly hold record title and beneficial
ownership to such 24,500 shares.
ITEM 4: PURPOSE OF TRANSACTION
Item 4 to Schedule 13D is hereby amended, in pertinent part,
as follows:
The transactions described in Item 3 were consummated for
investment purposes. The terms and provisions of the
Promissory Note Assignment and Stock Transfer Agreement
effecting the transactions described therein (a copy of
which is attached as Exhibit 2 hereto) are hereby incorporated
by reference into this Item 4.
ITEM 5: INTEREST IN SECURITIES OF THE ISSUER
Item 5 to Schedule 13D is hereby amended and restated in its
entirety as follows:
(a) The aggregate number of shares of Common Stock beneficially,
directly or indirectly, jointly owned by Thomas Kinkade and
Nanette Kinkade is 3,312,043, which represents 30.0% of the
shares of Issuer's Common Stock outstanding.
(b) Neither Thomas Kinkade nor Nanette Kinkade has any shares as
to which he or she has sole power to vote or to direct the
vote of such shares.
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Thomas Kinkade and Nanette Kinkade have 3,312,043 shares as to
which they have shared voting power to vote or to direct the
vote of such shares.
Neither Thomas Kinkade nor Nanette Kinkade has any shares to
which he or she has sole power to dispose or to direct the
disposition of such shares.
Thomas Kinkade and Nanette Kinkade have 3,312,043 shares as to
which they have shared power to dispose or to direct the
disposition of such shares.
(c) As more fully described in Amendment No. 1 to Schedule 13D
filed on behalf of the Reporting Persons on March 5, 1997, in
consideration for receipt of 24,500 shares of the Issuer's
Common Stock from Robert Wallace, on March 4, 1997, Thomas
Kinkade deemed satisfied and cancelled a promissory note held
beneficially by him issued by Robert Wallace on January 3,
1993, in original aggregate principal amount of $134,750
bearing interest at a rate of 6% per annum. Thomas Kinkade and
Nanette Kinkade jointly hold record title and beneficial
ownership to such 24,500 shares.
(d) Not applicable
(e) Not applicable
ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 to Schedule 13D is hereby amended, in pertinent part,
as follows:
The information set forth in Item 3, Item 4 and Item 5 above
and the Promissory Note Assignment and Stock Transfer Agreement
(a copy of which is attached as Exhibit 2 hereto) are
incorporated by reference into this Item 6. Thomas Kinkade and
Nanette Kinkade are married and residents of the State of
California, which is a community property state.
ITEM 7: MATERIALS TO BE FILED AS EXHIBITS.
Exhibit 1. Joint Filing Agreement dated March 5, 1997 by and
between Thomas Kinkade and Nanette Kinkade, which was filed as
Exhibit 1 to Schedule 13D filed on March 5, 1997 and is
incorporated herein by reference.
Exhibit 1. Promissory Note Assignment and Stock Transfer
Agreement entered into as of March 31, 1997 by and among Hyprom
S.A., Kenneth E. Raasch and Thomas Kinkade.
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After reasonable inquiry and to the best of our knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
April 1, 1997
/s/ Thomas Kinkade
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Thomas Kinkade
/s/ Nanette Kinkade
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Nanette Kinkade
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EXHIBIT INDEX
Exhibit
No. Document
1 Joint Filing Agreement dated March 5, 1997
by and between Thomas Kinkade and Nanette
Kinkade, which was filed as Exhibit 1 to
Schedule 13D filed on March 5, 1997 and
is incorporated herein by reference.
2 Promissory Note Assignment and Stock Transfer
Agreement entered into as of March 31, 1997 by
and among Hyprom, S.A. Kenneth E. Raasch and
Thomas Kinkade
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EXHIBIT 2
PROMISSORY NOTE ASSIGNMENT
AND
STOCK TRANSFER AGREEMENT
This Stock Transfer Agreement (the "Agreement") is entered into as of
March 31, 1997 by and among Hyprom S.A. ("Hyprom"), Kenneth E. Raasch, an
individual ("Raasch"), and Thomas Kinkade, an individual ("Kinkade" and,
together with Raasch, the "Stock Transferees").
RECITALS
A. WHEREAS, Hyprom desires to transfer to Raasch 24,500 shares of
common stock, $.01 par value (the "Raasch Shares"), of Media Arts Group, Inc.,
a Delaware corporation (the "Company") beneficially held by Hyprom;
B. WHEREAS, Raasch beneficially holds a promissory note issued by
Dennis McCarthy ("McCarthy") on January 3, 1993, in original aggregate
principal amount of $110,250 bearing interest at a rate of 6% per annum (the
"Raasch Note") which, in consideration for receipt of the Raasch Shares, Raasch
desires to transfer to Hyprom, as more fully provided herein.
C. WHEREAS, Hyprom desires to transfer to Kinkade 24,500 shares
of common stock, $.01 par value (the "Kinkade Shares" and, together with the
Raasch Shares, the "Shares"), of the Company beneficially held by Hyprom;
D. WHEREAS, Kinkade beneficially holds a promissory note issued
by McCarthy on January 3, 1993, in original aggregate principal amount of
$110,250 bearing interest at a rate of 6% per annum (the "Kinkade Note" and,
together with the Raasch Note, the "Notes") which, in consideration for receipt
of the Kinkade Shares, Kinkade desires to transfer to Hyprom, as more fully
provided herein.
AGREEMENT
NOW, THEREFORE, in order to implement the foregoing and in
consideration of the mutual agreements contained herein and for other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereto agree as follows:
1. Transfer of Raasch Shares. Effective as of the date hereof,
Hyprom hereby conveys, transfers, assigns and delivers to Raasch, and Raasch
hereby acquires, the Raasch Shares, free and clear of all Encumbrances (as
defined in Section 5.2(a) below).
2. Transfer of Raasch Note. Effective as of the date hereof,
Raasch hereby conveys, transfers and assigns all of his rights in the Raasch
Note and delivers the Raasch Note to Hyprom, and Hyprom hereby acquires the
Raasch Note, free and clear of all Encumbrances.
3. Transfer of Kinkade Shares. Effective as of the date hereof,
Hyprom hereby conveys, transfers, assigns and delivers to Kinkade, and Kinkade
hereby acquires, the Kinkade Shares, free and clear of all Encumbrances.
4. Transfer of Kinkade Note. Effective as of the date hereof,
Raasch hereby conveys, transfers and assigns all of his rights in the Kinkade
Note and delivers the Kinkade Note to Hyprom, and Hyprom hereby acquires the
Kinkade Note, free and clear of all Encumbrances.
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5. Closing.
5.1 Location and Time of Closing. The closing of the
transactions contemplated herein (the "Closing") shall be held concurrently
upon execution of this Agreement at the offices of Latham & Watkins, 505
Montgomery Street, Suite 1900, San Francisco, California.
5.2 Documents to be Delivered. To effect the transfers
described in Sections 1 through 4, respectively, the parties hereto shall
deliver the following concurrently upon execution of this Agreement:
(a) Hyprom shall surrender to the Company its
stock certificate(s) evidencing the Shares, free and clear of any claim, lien,
pledge, option, charge, easement, security interest, right-of-way, encumbrance
or other rights of third parties ("Encumbrances"), accompanied by stock powers
duly executed in blank, and Hyprom shall instruct the Company to issue to
Raasch a stock certificate evidencing the Raasch Shares, free and clear of any
Encumbrance whatsoever, and to Kinkade a stock certificate evidencing the
Kinkade Shares, free and clear of any Encumbrance whatsoever.
(b) Raasch shall deliver to Hyprom his original
execution copy of the Raasch Note, duly endorsed in blank for transfer.
(c) Kinkade shall deliver to Hyprom his original
execution copy of the Kinkade Note, duly endorsed in blank for transfer.
(d) All instruments and documents executed and
delivered pursuant hereto shall be in a form and substance, and shall be
executed in a manner, reasonably satisfactory to each party hereto.
6. Representations, Warranties, Covenants, and Acknowledgments of
Stock Transferees. Each of the Stock Transferees, severally and not jointly,
hereby represents, warrants, covenants, acknowledges and agrees that:
6.1 Investment. He is acquiring the Shares transferred
to him hereunder for his own account, and not for the account of any other
person. He is acquiring the Shares transferred to him hereunder for investment
and not with a view to distribution or resale thereof except in compliance with
applicable laws regulating securities.
6.2 Relation to Company. He is in a capacity such that
he has become personally familiar with the business, affairs, financial
condition, and results of operations of the Company.
6.3 Access to Information. He has had the opportunity to
ask questions of, and to receive answers from, appropriate executive officers
of the Company with respect to the terms and conditions of the transactions
contemplated hereby and with respect to the business, affairs, financial
condition, and results of operations of the Company. He has had access to such
financial and other information as is necessary in order for him to make a
fully-informed decision as to investment in the Company by way of acquisition
of the Shares transferred to him hereunder, and has had the opportunity to
obtain any additional information necessary to verify any of such information.
2
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6.4 Business Experience. As a result of his relationship
with the Company, study of the information provided by the Company and his
general business experience and experience in financial matters, he is capable
of evaluating the merits and risks of his investment in the Company evidenced
by the acquisition of the Shares transferred to him hereunder.
6.5 Speculative Investment. His investment in the
Company represented by the Shares transferred to him hereunder is speculative
in nature and is subject to a risk of loss in whole or in part. The amount of
such investment is within his risk capital means and is not so great in
relation to his total financial resources as would jeopardize the personal
financial needs of him or his family in the event such investment were lost in
whole or in part.
6.6 Registration. He may bear the economic risk of
investment for an indefinite period of time because the sale to him of the
Shares transferred to him hereunder has not been registered under the
Securities Act of 1933 (the "Act") and he cannot transfer, sell, distribute,
assign, pledge, hypothecate or otherwise dispose of ("Transfer") the Shares
transferred to him hereunder unless such Transfer is registered under the Act
or an exemption from such registration is available.
6.7 No Assignment. Neither Raasch nor Kinkade has
transferred to any person or entity any claim, demand, debt, liability,
account, obligation or cause of action represented by, or arising out of, the
Raasch Note or the Kinkade Note, respectively.
7. Hyprom's Representations and Warranties.
7.1 Valid Title. Hyprom represents and warrants to each
of the Stock Transferees that Hyprom has good and valid title to the Shares,
free and clear of any Encumbrance whatsoever. The Shares are not subject to
any voting trust agreement or other contract, agreement, arrangement,
commitment or understanding, including any such agreement, arrangement,
commitment or understanding restricting or otherwise relating to the voting,
dividend rights or disposition of the Shares.
7.2 Investment. Hyprom is acquiring the Notes for its
own account, and not for the account of any other person. Hyprom is acquiring
the Notes for investment and not with a view to distribution or resale thereof
except in compliance with applicable laws regulating securities.
7.3 Relation to McCarthy. Certain of Hyprom's officers
have become familiar with the financial condition and business affairs of
McCarthy.
7.4 Access to Information. Hyprom has had the
opportunity to ask questions of, and to receive answers from, McCarthy with
respect to his financial condition and business affairs. Hyprom has had access
to such financial and other information as is necessary in order to make a
fully-informed decision as to acquisition of the Notes, and has had the
opportunity to obtain any additional information necessary to verify any of
such information.
7.5 Business Experience. As a result of Hyprom's
business relationship with McCarthy, study of any information provided by
McCarthy and Hyprom's general business experience and experience in financial
matters, Hyprom is capable of evaluating the merits and risks of its investment
evidenced by the acquisition of the Notes.
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7.6 Speculative Investment. Hyprom's investment
represented by the Notes is speculative in nature and is subject to a risk of
loss in whole or in part. The amount of such investment is within Hyprom's
capital means and is not so great in relation to its total financial resources
as would jeopardize the financial condition of Hyprom in the event such
investment was lost in whole or in part.
8. Miscellaneous.
8.1 Survival of Representations and Warranties. The
representations and warranties contained in Sections 6 and 7 shall survive the
execution and delivery of this Agreement and consummation of the transactions
contemplated hereby.
8.2 Entire Agreement, No Reliance on Representations.
This Agreement constitutes the entire agreement and understanding concerning
the subject matter herein and supersedes and replaces any prior negotiations
and agreements between the parties hereto, or any of them, whether written or
oral. Each of the parties hereto acknowledges that no other party or agent or
attorney of any other party has made any promise, representation, or warranty
whatsoever, express or implied, not contained herein, concerning the subject
matter hereof, to induce the other party to execute this Agreement, and each
party hereto acknowledges that he has not executed this Agreement in reliance
upon any such promise, representation, or warranty not contained herein.
8.3 Binding Effect. Subject to the limitations set forth
in this Agreement, this Agreement shall be binding upon, and inure to the
benefit of, the executors, administrators, heirs, legal representatives,
successors and assigns of the parties hereto.
8.4 Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of California applicable
to contracts entered into and wholly to be performed within the State of
California.
8.5 Notices. Any notice, request, instruction or other
document to be given hereunder shall be in writing and delivered in person or
by courier, or by facsimile transmission or mailed by certified mail, postage
prepaid, return receipt requested (such mailed notice to be effective on the
date of such receipt is acknowledged), as follows:
<TABLE>
<S> <C>
Hyprom: Hyprom S.A.
Chemin Neuf 16
1028 Preverenges
Lausanne, Switzerland
Facsimile: (011) 021 801 9223
Raasch: Kenneth E. Raasch
521 Charcot Avenue
San Jose, California 95131
Facsimile: (408) 324-2034
Kinkade: Thomas Kinkade
521 Charcot Avenue
San Jose, California 95131
Facsimile: (408) 324-2034
</TABLE>
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8.6 Amendments. This Agreement may be amended only by a
written instrument signed by the parties hereto.
8.7 Fees. Each party hereto shall be responsible for its
own expenses, including, without limitation, fees and expenses of legal
counsel, incurred in connection with the negotiation and execution of this
Agreement and the consummation of the transactions contemplated hereby.
8.8 Counterparts. This Agreement may be executed in
counterparts, and each such counterpart for all purposes shall be deemed an
original and all such counterparts together shall constitute but one and the
same agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
By: HYPROM S.A.
/s/ Hyprom, S.A.
----------------------------------
Title:
By: /s/ Kenneth E. Raasch
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By: /s/ Thomas Kinkade
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