<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
S C H E D U L E 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
DOVE ENTERTAINMENT, INC. (f/k/a Dove Audio, Inc.)
- -------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
- -------------------------------------------------------------------------------
(Title of Class of Securities)
259901106
----------------------
(CUSIP Number)
Copy to:
Mr. Terrence A. Elkes Peter D. Weinstein, Esq.
Media Equities International, LLC Morrison Cohen Singer & Weinstein, LLP
One Stamford Plaza, 12th Floor 750 Lexington Avenue
Stamford, CT 06901 New York, New York 10022
Telephone (203) 323-1263 Telephone (212) 735-8600
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
August 22, 1997
- -------------------------------------------------------------------------------
(Date of Event which Requires Filing 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 space .
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).
(Continued on following page(s))
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CUSIP
No. 259901106 13D
- -------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Media Equities International, LLC
- -------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group* (a) / /
(b) / /
- -------------------------------------------------------------------------------
3 SEC Use Only
- -------------------------------------------------------------------------------
4 Source of Funds* WC
- -------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required / /
- -------------------------------------------------------------------------------
6 Citizenship or Place of Organization New York
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7 Sole Voting Power
6,718,000 shares 58.2%
-----------------------------------------------------------------
Number of 8 Shared Voting Power
Shares 0 shares 0%
Beneficially -----------------------------------------------------------------
Owned By
Each 9 Sole Dispositive Power
Reporting 6,718,000 shares 58.2%
Person -----------------------------------------------------------------
With
10 Shared Dispositive Power
0 shares 0%
- -------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned By Each Reporting Person
6,718,000 shares
- -------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* / /
- -------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
58.2%
- -------------------------------------------------------------------------------
14 Type of Reporting Person*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
2
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CUSIP
No. 259901106 13D
- -------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Apollo Partners LLC
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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
- -------------------------------------------------------------------------------
4 Source of Funds* OO
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5 Check Box if Disclosure of Legal Proceedings is Required / /
- -------------------------------------------------------------------------------
6 Citizenship or Place of Organization Connecticut
- -------------------------------------------------------------------------------
7 Sole Voting Power
0 shares 0%
-----------------------------------------------------------------
Number of 8 Shared Voting Power
Shares 6,718,000 shares 58.2%
Beneficially
Owned By -----------------------------------------------------------------
Each 9 Sole Dispositive Power
Reporting 0 shares 0%
Person
With -----------------------------------------------------------------
10 Shared Dispositive Power
6,718,000 shares 58.2%
- -------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned By Each Reporting Person
6,718,000 shares
- -------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* / /
- -------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
58.2%
- -------------------------------------------------------------------------------
14 Type of Reporting Person*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
3
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CUSIP
No. 259901106 13D
- -------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Terrence A. Elkes
- -------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group* (a) / /
(b) / /
- -------------------------------------------------------------------------------
3 SEC Use Only
- -------------------------------------------------------------------------------
4 Source of Funds* OO
- -------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required / /
- -------------------------------------------------------------------------------
6 Citizenship or Place of Organization United States
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7 Sole Voting Power
0 shares 0%
-----------------------------------------------------------------
Number of 8 Shared Voting Power
Shares 6,718,000 shares 58.2%
Beneficially -----------------------------------------------------------------
Owned By
Each 9 Sole Dispositive Power
Reporting 0 shares 0%
Person -----------------------------------------------------------------
With
10 Shared Dispositive Power
6,718,000 shares 58.2%
- -------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned By Each Reporting Person
6,718,000 shares
- -------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* / /
- -------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
58.2%
- -------------------------------------------------------------------------------
14 Type of Reporting Person*
IN
- -------------------------------------------------------------------------------0
*SEE INSTRUCTIONS BEFORE FILLING OUT!
4
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CUSIP
No. 259901106 13D
- -------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Kenneth F. Gorman
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2 Check the Appropriate Box if a Member of a Group* (a) / /
(b) / /
- -------------------------------------------------------------------------------
3 SEC Use Only
- -------------------------------------------------------------------------------
4 Source of Funds* OO
- -------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required / /
- -------------------------------------------------------------------------------
6 Citizenship or Place of Organization United States
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7 Sole Voting Power
0 shares 0%
-----------------------------------------------------------------
8 Shared Voting Power
Number of 6,718,000 shares 58.2%
Shares -----------------------------------------------------------------
Beneficially
Owned By 9 Sole Dispositive Power
Each 0 shares 0%
Reporting -----------------------------------------------------------------
Person
With 10 Shared Dispositive Power
6,718,000 shares 58.2%
- -------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned By Each Reporting Person
6,718,000 shares
- -------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* / /
- -------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
58.2%
- -------------------------------------------------------------------------------
14 Type of Reporting Person*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
5
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CUSIP
No. 259901106 13D
- -------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
H.A.M. Media Group LLC
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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
- -------------------------------------------------------------------------------
4 Source of Funds* OO
- -------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required / /
- -------------------------------------------------------------------------------
6 Citizenship or Place of Organization New York
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7 Sole Voting Power
0 shares 0%
-----------------------------------------------------------------
Number of
Shares 8 Shared Voting Power
Beneficially 6,718,000 shares 58.2%
Owned By -----------------------------------------------------------------
Each
Reporting 9 Sole Dispositive Power
Person 0 shares 0%
With -----------------------------------------------------------------
10 Shared Dispositive Power
6,718,000 shares 58.2%
- -------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned By Each Reporting Person
6,718,000 shares
- -------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* / /
- -------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
58.2%
- -------------------------------------------------------------------------------
14 Type of Reporting Person*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
6
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CUSIP
No. 259901106 13D
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
John T. Healy
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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, OO
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5 Check Box if Disclosure of Legal Proceedings is Required / /
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6 Citizenship or Place of Organization United States
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7 Sole Voting Power
5,000 shares 0.1%
-----------------------------------------------------------------
Number of
Shares 8 Shared Voting Power
Beneficially 6,718,000 shares 58.2%
Owned By -----------------------------------------------------------------
Each
Reporting 9 Sole Dispositive Power
Person 5,000 shares 0.1%
With -----------------------------------------------------------------
10 Shared Dispositive Power
6,718,000 shares 58.2%
- -------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned By Each Reporting Person
6,723,000 shares
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12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* / /
- -------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
58.3%
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14 Type of Reporting Person*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
7
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CUSIP
No. 259901106 13D
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Bruce Maggin
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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, OO
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5 Check Box if Disclosure of Legal Proceedings is Required / /
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6 Citizenship or Place of Organization United States
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7 Sole Voting Power
32,500 shares 0.6%
-----------------------------------------------------------------
Number of 8 Shared Voting Power
Shares 6,718,000 shares 58.2%
Beneficially -----------------------------------------------------------------
Owned By
Each 9 Sole Dispositive Power
Reporting 32,500 shares 0.6%
Person -----------------------------------------------------------------
With
10 Shared Dispositive Power
6,718,000 shares 58.2%
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11 Aggregate Amount Beneficially Owned By Each Reporting Person
6,750,500 shares
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12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* / /
- -------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
58.5%
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14 Type of Reporting Person*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
8
<PAGE>
CUSIP
No. 259901106 13D
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Ronald Lightstone
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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 / /
- -------------------------------------------------------------------------------
6 Citizenship or Place of Organization United States
- -------------------------------------------------------------------------------
7 Sole Voting Power
0 shares 0%
-----------------------------------------------------------------
Number of
Shares 8 Shared Voting Power
Beneficially 6,718,000 shares 58.2%
Owned By -----------------------------------------------------------------
Each
Reporting 9 Sole Dispositive Power
Person 0 shares 0%
With -----------------------------------------------------------------
10 Shared Dispositive Power
6,718,000 shares 58.2%
- -------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned By Each Reporting Person
6,718,000 shares
- -------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* / /
- -------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
58.2%
- -------------------------------------------------------------------------------
14 Type of Reporting Person*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
9
<PAGE>
This statement, dated August 22, 1997 constitutes Amendment No. 2 to the
Schedule 13D, dated March 28, 1997 regarding the reporting persons' ownership of
certain securities of Dove Entertainment, Inc. (the "Issuer").
ITEM 1. Security and Issuer
(a) Common Stock, $0.01 par value per share (CUSIP No. 259901106)
("Common Stock").
(b) Warrants ("Warrant") entitling the holder to purchase an
aggregate of 3,000,000 shares of Common Stock, exercisable immediately upon
issuance, pursuant to which the following exercise prices and expiration
dates are applicable, respectively, with respect to three equal tranches of
the underlying shares of Common Stock: (i) $2.00 per share with an expiration
date of March 27, 2000; (ii) $2.50 per share with an expiration date of March
27, 2000; and (iii) $3.00 per share with an expiration date of March 27, 2001.
(c) Series B Preferred Stock, $0.01 par value (the "Series B
Preferred Stock") entitling the holder to convert one share of Series B
Preferred Stock into 500 shares of Common Stock (subject to adjustment),
following the date of six months after issuance, at a conversion price of $2.00
per share, and redeemable at the option of the Issuer, in whole or in part, at
any time after the fifth anniversary of the date of the Certificate of
Determination relating to the issuance of the Series B Preferred Stock, subject
to certain conditions. The holders of the Series B Preferred Stock are entitled
to vote as a single class together with all other voting classes and stock on
all actions to be taken by the stockholders of the Issuer except with respect to
voting for the election of directors, in which case, so long as the reporting
persons hereunder own at least 750,000 shares of Common Stock (assuming for
these purposes that the shares of Series B Preferred Stock were converted in
their entirety) and so long as Media Equities holds a majority of the initially
issued shares of Series B Preferred Stock, the holders of the Series B Preferred
Stock are entitled to elect one third of the directors of the Issuer.
(d) Series C Preferred Stock, $0.01 par value (the "Series C
Preferred Stock") entitling the holder to convert one share of Series C
Preferred Stock into 500 shares of Common Stock (subject to adjustment),
following the date of six months after issuance, at a conversion price of $2.00
per share, and redeemable at the option of the Issuer, in whole or in part, at
any time after the fifth anniversary of the date of the Certificate of
Determination relating to the issuance of the Series C Preferred Stock, subject
to certain conditions. The holders of the Series C Preferred Stock are entitled
to vote as a single class together with all other voting classes and stock on
all actions to be taken by the stockholders of the Issuer.
(e) Series D Preferred Stock, $0.01 par value (the "Series D
Preferred Stock") entitling the holder to convert one share of Series D
Preferred Stock into 1.20497 shares of Common
10
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Stock, at a conversion price of $3.31958 per share, and redeemable at the
option of the Issuer, in whole or in part, at any time after the fifth
anniversary of the date of the Certificate of Determination relating to the
issuance of the Series D Preferred Stock, subject to certain conditions. The
holders of the Series D Preferred Stock are entitled to vote as a single
class together with all other voting classes and stock on all actions to be
taken by the stockholders of the Issuer.
The Series B Preferred Stock, Series C Preferred Stock and Series D
Preferred Stock are sometimes referred to herein as the "Preferred Stock".
(f)
Dove Entertainment, Inc.
8955 Beverly Boulevard
Los Angeles, California 90048
ITEM 2. Identity and Background
1. (a) Media Equities International, LLC ("Media Equities"), a limited
liability company organized under the limited liability company laws of the
State of New York.
(b) Address:
One Stamford Plaza, 12th Floor
Stamford, Connecticut 06901
(c) Principal Business: Investments and consulting.
(d) Within the last five (5) years, Media Equities has not been
convicted in any criminal proceeding.
(e) Within the last five (5) years, Media Equities has not been a
party to any civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in a judgment, decree, or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or a finding of a violation with respect to such laws.
The members of Media Equities are Apollo Partners LLC, H.A.M.
Media Group LLC and Ronald Lightstone.
2. (a)Apollo Partners LLC ("Apollo"), a limited liability company
organized under the Limited Liability Company Act of the State of Connecticut,
and a member of Media Equities.
(b) Address:
One Stamford Plaza
Stamford, Connecticut 06901
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(c) Principal Business: Investments
(d) Within the last five (5) years, Apollo has not been convicted in
any criminal proceeding.
(e) Within the last five (5) years, Apollo has not been a party to
any civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in a judgment, decree, or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or a finding of a violation with respect to such laws.
Terrence A. Elkes and Kenneth F. Gorman are the members and managers of Apollo.
3. (a) Terrence A. Elkes, a member and manager of Apollo.
(b) Address:
One Stamford Plaza - 12th Floor
Stamford, Connecticut 06901
(c) Principal occupation: Investor
(d) Within the last five (5) years, Terrence Elkes has not been
convicted in any criminal proceeding (excluding traffic violations and similar
misdemeanors, if any).
(e) Within the last five (5) years, Terrence Elkes has not been a
party to any civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in a judgment, decree, or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or a finding of a violation with respect to such laws.
(f) Citizenship: United States.
Terence A. Elkes is a member and a manager of Media Equities and
is a newly elected director of the Issuer. See Item 4.
4. (a) Kenneth F. Gorman, a member and manager of Apollo.
(b) Address:
One Stamford Plaza - 12th Floor
Stamford, Connecticut 06901
(c) Principal occupation: Investor
12
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(d) Within the last five (5) years, Kenneth Gorman has not been
convicted in any criminal proceeding (excluding traffic violations and similar
misdemeanors, if any).
(e) Within the last five (5) years, Kenneth Gorman has not been a
party to any civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in a judgment, decree, or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or a finding of a violation with respect to such laws.
(f) Citizenship: United States.
Kenneth F. Gorman is a member and a manager of Media Equities and
a newly elected director of the Issuer. See Item 4.
5. (a) H.A.M. Media Group LLC ("H.A.M. Media") a limited liability
company organized under the Limited Liability Company Law of the State of New
York and a member of Media Equities.
(b) Address:
305 Madison Avenue, Suite 3016
New York, New York 10017
(c) Principal business: Investments
(d) Within the last five (5) years, H.A.M. Media has not been
convicted in any criminal proceeding.
(e) Within the last five (5) years, H.A.M. Media has not been a party
to any civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in a judgment, decree, or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or a finding of a violation with respect to such laws.
John T. Healy and Bruce Maggin are the members and managers of H.A.M.
Media.
6. (a) John T. Healy, a member and manager of H.A.M. Media.
(b) Address:
305 Madison Avenue, Suite 3016
New York, New York 10017
(c) Principal occupation: Investor
13
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(d) Within the last five (5) years, John Healy has not been convicted
in any criminal proceeding (excluding traffic violations and similar
misdemeanors, if any).
(e) Within the last five (5) years, John Healy has not been a party
to any civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in a judgment, decree, or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or a finding of a violation with respect to such laws.
(f) Citizenship: United States.
John T. Healy is a member and a manager of Media Equities and is
a newly elected director of the Issuer. See Item 4.
7. (a) Bruce Maggin, a member and manager of H.A.M. Media.
(b) Address:
305 Madison Avenue, Suite 3016
New York, New York 10017
(c) Principal occupation: Investor
(d) Within the last five (5) years, Bruce Maggin has not been
convicted in any criminal proceeding (excluding traffic violations and similar
misdemeanors, if any).
(e) Within the last five (5) years, Bruce Maggin has not been a party
to any civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in a judgment, decree, or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or a finding of a violation with respect to such laws.
(f) Citizenship: United States.
Bruce Maggin is a member and manager of Media Equities, and is a
newly elected director of the Issuer. See Item 4.
8. (a) Ronald Lightstone
(b) Address:
400 Parkwood Drive
Los Angeles, California 90077-3530
(c) Principal occupation: Investor
14
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(d) Within the last five (5) years, Ronald Lightstone has not been
convicted in any criminal proceeding (excluding traffic violations and similar
misdemeanors, if any).
(e) Within the last five (5) years, Ronald Lightstone has not been a
party to any civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in a judgment, decree, or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or a finding of a violation with respect to such laws.
(f) Citizenship: United States.
Ronald Lightstone is a member and manager of Media Equities, and is a
newly elected director of the Issuer. See Item 4.
ITEM 3. Source and Amounts of Funds or Other Consideration
Media Equities obtained funds for the purchase of the securities from
its working capital, which in turn was obtained from contributions from the
individual reporting persons from personal funds.
The amount of funds used in making each of the purchases,
respectively, pursuant to each of the Stock Purchase Agreement, the
Securities Purchase Agreement, the First Securities Purchase Agreement, and
the Second Securities Purchase Agreement, respectively (See Item 4 herein),
is set forth below:
Name Amount of Consideration
Media Equities $4,002,000
Media Equities $3,086,000
Media Equities $ 100,000
Media Equities $ 250,000
ITEM 4. Purpose of Transaction.
The reporting persons acquired their shares for purposes of
investment. By virtue of the transactions described herein, Media Equities may
be deemed to control the Issuer.
On March 27, 1997, Media Equities entered into the Stock Purchase
Agreement (the "Stock Purchase Agreement") pursuant to which it became
obligated, subject to the terms and conditions therein, to purchase the Series B
Preferred Stock and Warrants of the Issuer. The transaction contemplated two
closings for the purchase of the securities. The first closing occurred March
28, 1997 pursuant to which Media Equities purchased (a) 3,000 shares of Series B
Preferred Stock and (b) a Warrant to purchase 1,500,000 shares of Common Stock,
of the Issuer. The second closing occurred in two parts, the first on May 15,
1997 pursuant to which Media Equities purchased (a) 250 shares of Series B
Preferred Stock, and (b) a Warrant to purchase 125,000 shares of Common Stock,
of the Issuer, and the second on June 3, 1997 pursuant to which Media Equities
15
<PAGE>
purchased (a) 750 shares of Series B Preferred Stock, and (b) a Warrant to
purchase 375,000 shares of Common Stock, of the Issuer.
Media Equities and certain other purchasers entered into a pledge
agreement, dated March 27, 1997, with the Issuer pursuant to which it agreed to
pledge certain of the shares of Series B Preferred Stock as collateral to secure
the payment for the securities to be purchased in the second closing, described
above. The Pledge Agreement was terminated upon completion of the second
closing.
Pursuant to the terms of the Stock Purchase Agreement and the terms of
the Series B Preferred Stock, so long as Media Equities owns 750,000 shares of
Common Stock of the Issuer (assuming for these purposes that the shares of
Preferred Stock were converted in their entirety), (i) so long as Media Equities
holds a majority of the initially issued shares of Series B Preferred Stock, the
holders of the Series B Preferred Stock have the right to elect one third of the
board of directors, and (ii) if Media Equities no longer owns a majority of the
initially issued shares of the Series B Preferred Stock, Media Equities has the
right to nominate, and the Issuer is obligated to use its best efforts to have
elected as management nominees, one third of the Board of Directors of the
Issuer. The Stock Purchase Agreement fixes the number of directors at nine. In
addition, in the event of the default by the Issuer in the observance of
certain covenants enumerated in the Stock Purchase Agreement, Media Equities has
the right to appoint two additional directors, effectively giving Media
Equities the right to nominate a majority of the Board of Directors, which
directors shall continue to serve until the earlier of the next occurring annual
meeting of the shareholders of the Issuer following the cure of any default or
until Media Equities no longer owns at least 750,000 shares of Common Stock
(assuming for these purposes that the shares of Series B Preferred Stock were
converted in their entirety).
In connection with the transaction pursuant to the Stock Purchase
Agreement, in order to fulfill the Issuer's obligations, the number of directors
constituting the Board was increased from six to nine, and Messrs. Gorman,
Maggin and Lightstone were elected to the Board of Directors of the Issuer.
The Stock Purchase Agreement also provides that one of the Media
Equities' nominee directors shall be a member of the Executive Committee. The
current nominee to the executive committee of the Board of Directors is Ronald
Lightstone.
Concurrently with the initial closing under the Stock Purchase
Agreement, Media Equities entered into a shareholders voting agreement (the
"Shareholders Voting Agreement"), dated March 27, 1997, among Media Equities,
Michael Viner ("Viner) and Deborah Raffin ("Raffin", and together with Viner,
"Viner") pursuant to which Viner has agreed to vote, and to use his reasonable
best efforts to cause all of his affiliates to vote, all of the shares of Common
Stock of the Issuer beneficially owned thereby and entitled to vote thereon for
the election of the requisite number of director designees of Media Equities
then required pursuant to Section 6.3 or 7.2 of the Stock
16
<PAGE>
Purchase Agreement, and to take all actions to cause the election of such
designees, including seeking the resignation of current directors of the
Issuer.
Pursuant to the Stock Purchase Agreement, Media Equities entered into
a three-year consulting agreement (the "Consulting Agreement"), dated as of
April 1, 1997, between Media Equities and the Issuer, pursuant to which Media
Equities will provide substantial general management consulting advice relating
to the business of Media Equities, in exchange for which the Issuer will pay
Media Equities annual compensation in the amount of $300,000 per year as
follows: $200,000 in cash payable quarterly in advance and $100,000 in Common
Stock of the Issuer valued at current market value on the date of payment,
payable quarterly in arrears.
Pursuant to the Stock Purchase Agreement, Media Equities was also
granted registration rights under a registration rights agreement (the
"Registration Rights Agreement"), dated March 27, 1997 among the Issuer, Media
Equities, Viner and Raffin. Pursuant to the Registration Rights Agreement, the
Issuer has agreed to prepare and file with the Securities and Exchange
Commission, by not later than July 31, 1997, one or more registration statements
providing, among other things, for the sale by Media Equities or its principal,
of the shares of Common Stock issuable upon exercise of the Warrants, upon
conversion of the Series B Preferred Stock or Series C Preferred Stock and upon
issuance of the shares of Common Stock pursuant to the Consulting Agreement.
On June 13, 1997, Media Equities consummated the transactions
contemplated by a Securities Purchase Agreement dated June 10, 1997 (the
"Securities Purchase Agreement") between Media Equities, Viner and Raffin
pursuant to which Media Equities purchased from Viner and Raffin (i) Warrants to
purchase 825,000 shares of Common Stock, (ii) 1,570 shares of Series C Preferred
Stock, (iii) 214,113 shares of Series D Preferred Stock and (iv) 500,000 shares
of Common Stock of the Issuer. Pursuant to the terms of the Securities Purchase
Agreement, Media Equities was also granted a right of first refusal for the
three year period ending on the third anniversary of the date of the Securities
Purchase Agreement, to purchase from Viner and Raffin any shares of Common Stock
which they desire to transfer, including shares of Common Stock which they
propose to sell through market transactions. Additionally, pursuant to the
Securities Purchase Agreement, Viner and Raffin have assigned all of their
respective rights under the Registration Rights Agreement to Media Equities.
Concurrently with the closing under the Securities Purchase Agreement,
Viner and Raffin entered into an Employment Termination Agreement under which
each resigned as an officer and director of the Issuer. Following such
resignation, Terrence A. Elkes and John T. Healy were elected to the Board of
Directors of the Issuer. As a result, representatives of Media Equities
constitute five directors out of the entire Board which consists of nine
directors. Additionally, Ronald Lightstone was appointed acting Chief Executive
Officer of the Issuer.
By virtue of the transactions consummated pursuant to the Securities
Purchase Agreement certain of the ancillary agreements described above
previously entered into by the
17
<PAGE>
reporting persons pursuant to the Stock Purchase Agreement may have been
rendered inapplicable with respect to certain securities of the Issuer held
by such reporting persons.
On August 15, 1997, Media Equities consummated the transactions
contemplated by a Securities Purchase Agreement, dated August 15, 1997 (the
"First Securities Purchase Agreement") between Media Equities and Howard Gittis
("Gittis") pursuant to which Media Equities purchased from Gittis (i) Warrants
to purchase 50,000 shares of Common Stock and (ii) 100 shares of Series C
Preferred Stock.
On August 22, 1997, Media Equities consummated the transactions
contemplated by a Securities Purchase Agreement dated August 22, 1997 (the
"Second Securities Purchase Agreement") between Media Equities and Al Bussen
("Bussen"), pursuant to which Media Equities purchased from Bussen (i) Warrants
to purchase 125,000 shares of Common Stock and (ii) 250 shares of Series C
Preferred Stock, of the Issuer.
ITEM 5. Interests in Securities of the Issuer.
(a) The following list sets forth the aggregate number and percentage
(based on 5,313,240 shares of Common Stock outstanding as set forth in Section
2.3 of the Stock Purchase Agreement) of outstanding shares of Common Stock
owned beneficially (within the meaning of Rule 13d-3 and the Securities Exchange
Act of 1934) by each reporting person named in Item 2, as of August 22, 1997:
18
<PAGE>
- -------------------------------------------------------------------------------
Percentage of
Shares of Shares
Common Stock of Common Stock
Names Beneficially Owned(1)(2) Beneficially Owned
----- ------------------------- ------------------
- -------------------------------------------------------------------------------
Media Equities 6,718,000 58.2%
- -------------------------------------------------------------------------------
Apollo(3) 6,718,000 58.2%
- -------------------------------------------------------------------------------
Terrence A. Elkes(3) 6,718,000 58.2%
- -------------------------------------------------------------------------------
Kenneth F. Gorman(3) 6,718,000 58.2%
- -------------------------------------------------------------------------------
H.A.M. Media(3) 6,718,000 58.2%
- -------------------------------------------------------------------------------
John T. Healy(3) 6,723,000 58.3%
- -------------------------------------------------------------------------------
Bruce Maggin(3) 6,750,500 58.5%
- -------------------------------------------------------------------------------
Ronald Lightstone(3) 6,718,000 58.2%
- -------------------------------------------------------------------------------
(1) Includes for all reporting persons (a) 500,000 shares of Common Stock, (b)
3,000,000 shares of Common Stock issuable upon exercise of Warrants, (c) the
equivalent of 2,000,000 shares of Common Stock issuable upon conversion of
Series B Preferred Stock, calculated based on a conversion ratio of 500 shares
of Common Stock to one share of Series B Preferred Stock, (d) the equivalent of
960,000 shares of Common Stock issuable upon conversion of Series C Preferred
Stock, calculated based on a conversion ratio of 500 shares of Common Stock to
one share of Series C Preferred Stock and (e) 258,000 shares of Common Stock
issuable upon conversion of Series D Preferred Stock, calculated based on a
conversion ratio of 1.20497 shares of Common Stock to one share of Series D
Preferred Stock.
(2) Does not include shares of Common Stock to be acquired by Media Equities
pursuant to the Consulting Agreement referred to in Item 6(f), the amount of
which is indeterminable as of the date hereof.
(3) Except for Media Equities, each reporting person disclaims beneficial
ownership of the shares of Common Stock referred to in note (1).
19
<PAGE>
(b) Media Equities has sole power to cast all votes and sole power
to dispose of all shares, with respect to the Common Stock referred to under
"Shares of Common Stock Beneficially Owned" in the foregoing chart.
By virtue of being a member of Media Equities, Apollo may be deemed to
have shared power to cast all votes to which Media Equities has the right to
cast, and may be deemed to have shared power to dispose of all shares of Common
Stock beneficially owned by Media Equities.
By virtue of being a member and a manager of Apollo, a member and a
manager of Media Equities, and a manager of Media Equities, Terrence A. Elkes
may be deemed to have shared power to cast all votes to which Media Equities has
the right to cast, and may be deemed to have shared power to dispose of all
shares of Common Stock beneficially owned by Media Equities.
By virtue of being a member and a manager of Apollo, a member and a
manager of Media Equities, Kenneth F. Gorman may be deemed to have shared power
to cast all votes to which Media Equities has the right to cast, and may be
deemed to have shared power to dispose of all shares of Common Stock
beneficially owned by Media Equities.
By virtue of being a member of Media Equities, H.A.M. Media may be
deemed to have shared power to cast all votes to which Media Equities has the
right to cast, and may be deemed to have shared power to dispose of all shares
of Common Stock beneficially owned by Media Equities.
By virtue of being a member and a manager of H.A.M. Media, a member
and a manager of Media Equities, John T. Healy may be deemed to have shared
power to cast all votes to which Media Equities has the right to cast, and may
be deemed to have shared power to dispose of all shares of Common Stock
beneficially owned by Media Equities. John T. Healy has sole power to vote and
dispose of 5,000 shares of the Common Stock, representing approximately 0.1% of
the outstanding Common Stock.
By virtue of being a member and manager of H.A.M. Media, a member and
a manager of Media Equities, Bruce Maggin may be deemed to have shared power to
cast all votes to which Media Equities has the right to cast, and may be deemed
to have shared power to dispose of all shares of Common Stock beneficially owned
by Media Equities. Bruce Maggin has sole power to vote and dispose of 32,500
shares of the Common Stock, representing approximately 0.6% of the outstanding
Common Stock.
By virtue of being a member and a manager of Media Equities, Ronald
Lightstone may be deemed to have shared power to cast all votes to which Media
Equities has the right to cast, and may be deemed to have shared power to
dispose of all shares of Common Stock beneficially owned by Media Equities.
20
<PAGE>
(c) The following is a description of all transactions in the Common
Stock, Warrants and Preferred Stock of the Issuer by the persons identified in
Item 2 of this Schedule 13D effected from March 28, 1997 through August 22, 1997
inclusive.
- -------------------------------------------------------------------------------
Name of Shareholder Purchase Date Securities Purchased Purchase Price
- ------------------- ------------- -------------------- --------------
- -------------------------------------------------------------------------------
Media Equities 3/28/97 Warrant to purchase $1,500
1,500,000 shares of Common
Stock (1)
- -------------------------------------------------------------------------------
Media Equities 3/28/97 3,000 shares of Series B $3,000,000
Preferred Stock (1)
- -------------------------------------------------------------------------------
Media Equities 5/13/97 Warrant to purchase 125,000 $125
shares of Common Stock (1)
- -------------------------------------------------------------------------------
Media Equities 5/13/97 250 shares of Series B $250,000
Preferred Stock (1)
- -------------------------------------------------------------------------------
Media Equities 6/3/97 Warrant to purchase 375,000 $375
shares of Common Stock (1)
- -------------------------------------------------------------------------------
Media Equities 6/3/97 750 shares of Series B $750,000
Preferred Stock (1)
- -------------------------------------------------------------------------------
Media Equities 6/13/97 Warrant to purchase 825,000 $1,570,000
shares of Common Stock
and
1,570 shares of Series C
Preferred Stock (2)
- -------------------------------------------------------------------------------
Media Equities 6/13/97 214,113 shares of Series D $516,000
Preferred Stock (2)
- -------------------------------------------------------------------------------
Media Equities 6/13/97 500,000 shares of Common $1,000,000
Stock (2)
- -------------------------------------------------------------------------------
Media Equities 8/15 /97 Warrant to purchase 50,000 $100,000
shares of Common Stock
and
100 shares of Series C
Preferred Stock (3)
- -------------------------------------------------------------------------------
Media Equities 8/22 /97 Warrant to purchase 125,000 $250,000
shares of Common Stock
and
250 shares of Series C
Preferred Stock (4)
- -------------------------------------------------------------------------------
21
<PAGE>
(1) Media Equities acquired the securities of the Issuer in a private placement
pursuant to the Stock Purchase Agreement. See Item 4 herein.
(2) Media Equities acquired the securities of the Issuer in a private placement
pursuant to the Securities Purchase Agreement. See Item 4 herein.
(3) Media Equities acquired the securities of the Issuer in a private placement
pursuant to the First Securities Purchase Agreement. See Item 4 herein.
(4) Media Equities acquired the securities of the Issuer in a private placement
pursuant to the Second Securities Purchase Agreement. See Item 4 herein.
(d) No other person has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of such securities.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities
of the Issuer
(a) Media Equities is a limited liability company established and
governed by the Limited Liability Company Law of the State of New York and an
Operating Agreement. Pursuant to such agreement, voting and investment power
over the securities of the Issuer held by Media Equities is vested in its
members - Apollo, H.A.M. Media and Ronald Lightstone.
(b) Apollo is a limited liability company established and governed by
the Limited Liability Company Act of the State of Connecticut and an Operating
Agreement. Pursuant to such agreement, voting and investment power over the
shares of Common Stock of the Issuer held by Apollo through its interest in
Media Equities is vested in the members of Apollo. The members of Apollo are
Terrence A. Elkes and Kenneth F. Gorman.
(c) H.A.M. Media is a limited liability company established and
governed by the Limited Liability Company Law of the State of New York and an
Operating Agreement. Pursuant to such agreement, voting and investment power
over the shares of Common Stock of the Issuer held by H.A.M. Media through its
interest in Media Equities is vested in the members of H.A.M. Media. The
members of H.A.M. Media are John T. Healy and Bruce Maggin.
(d) The reporting persons acquired certain securities of the Issuer
in a private placement pursuant to the Stock Purchase Agreement, among the
Issuer, Media Equities, Michael Viner ("Viner") and Deborah Raffin ("Raffin").
See Item 4.
22
<PAGE>
(e) The reporting persons acquired certain securities of the Issuer
held by Viner and Raffin, pursuant to the Securities Purchase Agreement among
Media Equities, Viner and Raffin. See Item 4.
(f) Concurrently with the initial closing under the Stock Purchase
Agreement, Media Equities entered into a shareholders voting agreement (the
"Shareholders Voting Agreement") dated March 27, 1997, among Media Equities,
Viner and Raffin (Viner and Raffin, together, "Viner") pursuant to which Viner
has agreed to vote, and to use his reasonable best efforts to cause all of his
affiliates to vote, all of the shares of Common Stock of the Issuer beneficially
owned thereby and entitled to vote thereon for the election of the requisite
number of director designees of Media Equities then required pursuant to Section
6.3 or 7.2 of the Stock Purchase Agreement, and to take all actions to cause the
election of such designees, including seeking the resignation of current
directors of the Issuer. See Item 4.
(g) Pursuant the Stock Purchase Agreement, Media Equities entered
into a three-year consulting agreement (the "Consulting Agreement"), dated as of
April 1, 1997, between Media Equities and the Issuer, pursuant to which Media
Equities will provide substantial general management consulting advice relating
to the business of Media Equities, in exchange for which the Issuer will pay to
Media Equities annual compensation in the amount of $300,000 per year as
follows: $200,000 in cash payable quarterly in advance and $100,000 in Common
Stock of the Issuer valued at current market value on the date of payment,
payable quarterly in arrears. See Item 4.
(h) Pursuant to the Stock Purchase Agreement, Media Equities was also
granted registration rights under a registration rights agreement (the
"Registration Rights Agreement"), dated March 27, 1997 among the Issuer, Media
Equities, Viner and Raffin. Pursuant to the Registration Rights Agreement, the
Issuer has agreed to prepare and file with the Securities and Exchange
Commission, by not later than July 31, 1997, one or more registration statements
providing, among other things, for the sale by Media Equities or its principal,
of the shares of Common Stock issuable upon exercise of the Warrants, upon
conversion of the Series B Preferred Stock and Series C Preferred Stock and upon
issuance of the shares of Common Stock pursuant to the Consulting Agreement. See
Item 4.
(i) Pursuant to the Securities Purchase Agreement, Media Equities was
also granted the right of first refusal to purchase shares of Common Stock owned
by Viner and Raffin, either privately or in market sales. See Item 4.
(j) Pursuant to the Securities Purchase Agreement, Viner and Raffin
assigned all of their rights under the Registration Rights Agreement to Media
Equities. See Item 4.
(k) On August 15, 1997, Media Equities consummated the transactions
contemplated by a Securities Purchase Agreement, dated August 15, 1997 (the
"First Securities Purchase Agreement") between Media Equities and Howard Gittis
("Gittis") pursuant to which Media Equities purchased from Gittis (i) Warrants
to purchase 50,000 shares of Common Stock and (ii) 100 shares of Series C
Preferred Stock.
23
<PAGE>
(l) On August 22, 1997, Media Equities consummated the transactions
contemplated by a Securities Purchase Agreement dated August 22, 1997 (the
"Second Securities Purchase Agreement") between Media Equities and Al Bussen
("Bussen"), pursuant to which Media Equities purchased from Bussen (i)
Warrants to purchase 125,000 shares of Common Stock and (ii) 250 shares of
Series C Preferred Stock, of the Issuer.
(m) Except for the circumstances discussed or referred to in
paragraphs (a) through (l) above, there are no contracts, arrangements,
understandings, or relationships with respect to the securities of the Issuer
among any of the persons reporting in this Schedule 13D.
ITEM 7. Material to be Filed as Exhibits
Exhibit 1 - Stock Purchase Agreement, dated March 27, 1997, among Dove
Entertainment, Inc., a California corporation, Media Equities International,
LLC, a New York limited liability company, Michael Viner and Deborah Raffin,
incorporated by reference herein from the Schedule 13-D dated March 28, 1997.
Exhibit 2 - Stockholders Voting Agreement, dated March 27, 1997, among
Media Equities International, LLC, a New York limited liability company, Michael
Viner and Deborah Raffin incorporated by reference herein from the Schedule 13-D
dated March 28, 1997.
Exhibit 3 - Securities Purchase Agreement, dated June 10, 1997, among
Media Equities International, LLC, a New York limited liability company,
Michael Viner and Deborah Raffin, incorporated by reference herein from the
Issuer's Form 8-K filed June 25, 1997.
Exhibit 4 - Securities Purchase Agreement, dated August 15, 1997,
between Media Equities International, LLC a New York limited liability company
and Howard Gittis.
Exhibit 5 - Securities Purchase Agreement, dated August 22, 1997,
between Media Equities International, LLC a New York limited liability company
and Al Bussen.
24
<PAGE>
Signature
After reasonable inquiry and to the best of their knowledge and
belief, each of the undersigned hereby certifies that the information set forth
in this Schedule is true, complete, and correct.
Date: MEDIA EQUITIES INTERNATIONAL, LLC
By: /s/ Terrence A. Elkes
-------------------------------------
Name: Terrence A. Elkes
Title:
APOLLO PARTNERS LLC
By: /s/ Terrence A. Elkes
-------------------------------------
Name: Terrence A. Elkes
Title:
/s/ Terrence A. Elkes
----------------------------------------
Terrence A. Elkes
/s/ Kenneth F. Gorman
----------------------------------------
Kenneth F. Gorman
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
25
<PAGE>
H.A.M. MEDIA GROUP LLC
By: /s/ Bruce Maggin
-------------------------------------
Name: Bruce Maggin
Title Vice President
/s/ Bruce Maggin
---------------------------------------
Bruce Maggin
/s/ John T. Healy
----------------------------------------
John T. Healy
/s/ Ronald Lightstone
----------------------------------------
Ronald Lightstone
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
26
<PAGE>
Exhibit 99.4
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT is made and entered into as of this day
of August, 1997 by and between Howard Gittis, an individual, ("Seller"), and
MEDIA EQUITIES INTERNATIONAL, LLC, a New York limited liability company
("Purchaser").
RECITALS
A. Seller owns 100 shares (the "Preferred Shares") of Series C Preferred
Stock of Dove Entertainment, Inc. ("Dove").
B. Seller owns a warrant to purchase up to 50,000 shares of Dove's
common stock, par value $0.01 per share (the "Warrant" and, together with the
Preferred Shares, the "Securities").
C. Seller desires to sell to Purchaser, and Purchaser desires to purchase
from Seller the Securities.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants in this Agreement,
the parties agree as follows:
SECTION I
PURCHASE AND SALE
Pursuant to the terms and conditions of this Agreement, Seller hereby sells
to Purchaser, and Purchaser hereby purchases the Securities from Seller for an
aggregate purchase price of $100,000 (the "Purchase Price").
Upon delivery to Purchaser of certificates representing the Securities
(i.e., certificates representing each of the Preferred Shares and the Warrant),
duly endorsed for transfer to Purchaser, Purchaser will wire the Purchase Price
to a U.S. bank account designated by Seller.
In connection with the foregoing, Seller hereby irrevocably assigns to
Purchaser all rights he has with respect to the registration of the Securities
under the Securities Act of 1933, as amended, and relinquishes any registration
rights with respect to any other securities of Dove he owns.
<PAGE>
SECTION II
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchaser hereby represents and warrants to Seller as follows:
2.1 Power. Purchaser has all requisite power to execute and deliver
this Agreement and to carry out and perform its obligations under this
Agreement.
2.2 Authorization. All action on the part of Purchaser and its
officers, directors and managers necessary for the performance of Purchaser's
obligations under this Agreement has been taken prior to the date hereof.
This Agreement is a valid and binding obligation of Purchaser, enforceable in
accordance with its terms.
2.3 Compliance with Other Instruments, None Burdensome, etc. The
execution, delivery and performance of this Agreement shall not result in any
violation of any term of Purchaser's operating agreement or bylaws, or any
default under any instrument or contract to which Purchaser is a party or of
any order, judgment, statute, rule or regulation applicable to Purchaser,
other than those violations or defaults which would not have a material
adverse effect on the financial condition of Purchaser.
2.4 "Accredited Investor" Status. Purchaser is an "accredited
investor," as defined in Rule 501 under the Securities Act of 1933, as
amended (the "Securities Act"); Purchaser is acquiring the Securities for its
own account for investment with no present intention of distributing or
reselling any such Securities with a view to any distribution within the
meaning of the Securities Act; Purchaser understands that the Securities have
not been registered under the Securities Act and the certificates
representing the Securities will bear an appropriate restrictive legend.
Purchaser agrees that it will not, directly or indirectly, voluntarily offer,
sell, pledge or otherwise dispose of (or solicit any offer to purchaser or
otherwise acquire or take a pledge of) any Securities unless (x) registered
pursuant to the provisions of the Securities Act, or (y) an exemption from
registration is available under the Securities Act.
SECTION III
REPRESENTATIONS OF SELLER
Seller hereby represents and warrants to Purchaser as follows:
3.1 Power. Seller has all requisite power to execute and deliver this
Agreement and to carry out and perform his obligations under this Agreement.
2
<PAGE>
3.2 Authorization. All action on the part of Seller necessary for the
performance of Seller's obligations under this Agreement has been taken.
This Agreement is a valid and binding obligation of Seller, enforceable in
accordance with its terms and conditions.
3.3 Compliance with Other Instruments, None burdensome, etc. The
execution, delivery and performance of this Agreement by Seller shall not
result in any violation of any term in any instrument or contract to which he
is a party or of any order, judgment, statute, rule or regulation applicable
to Seller, nor shall it be in conflict with or constitute a default under any
such term, or result in the creation of any mortgage, pledge, lien,
encumbrance or charge upon any of the properties or assets of Seller.
3.4 Good and Marketable Title; Access to Information. Seller
represents and warrants to Purchaser that he holds good and marketable title
to the Securities, free and clear of all claims, liens, options,
encumbrances, security interests and restrictions of any kind or nature
whatsoever and has full right and authority to deliver same to Purchaser, and
that upon delivery to Purchaser of certificates representing the Securities,
duly endorsed for transfer to purchaser, Purchaser shall receive good and
marketable title to the Securities, free and clear of all claims, liens,
encumbrances, options, security interests and restrictions whatsoever.
Seller further represents to Purchasers that he has had the opportunity to
obtain independent financial, legal and tax advice with respect to the
transaction contemplated by this Agreement and is not relying upon the
Purchaser for any such advice. Seller acknowledges that he has had
sufficient opportunity in connection with the sale of the Securities to
Purchaser to review all material information relating to Dove's business,
financial condition and prospects and to inquire of Dove's management with
respect thereto.
SECTION IV
INDEMNIFICATION
Each party agrees to indemnify and hold harmless the other and Dove in
respect of any and all claims, losses, damages, liabilities and expenses,
including but not limited to reasonable attorneys' fees and expenses
(collectively, "claims"), in connection with any breach by Seller of any of his
representations, warranties or obligations in this Agreement.
SECTION V
MISCELLANEOUS
5.1 Expenses. Seller and Purchaser shall each be responsible for the
payment of their own expenses incurred in connection with this Agreement and
the transactions contemplated under this Agreement.
3
<PAGE>
5.2 Governing Law. This Agreement shall be governed by the laws of the
State of California applicable to contracts entered into and to be performed
wholly within California.
5.3 Modification. This Agreement constitutes the entire agreement
between the parties with respect to the transactions contemplated by this
Agreement. This Agreement may not be modified or amended except by any
instrument in writing signed by or on behalf of both parties.
5.4 Successors and Assigns. This Agreement shall be binding upon the
parties and shall inure to the benefit of the successors, assigns, heirs and
legal representatives of the parties.
5.5 Legal Expenses. In the event of litigation arising out of this
Agreement, each party shall pay its or his own costs of such litigation.
IN WITNESS WHEREOF, the undersigned duly authorized representatives of
Purchaser and Seller have executed this Agreement on the date first set forth
above.
/s/ Howard Gittis
----------------------------------------
Howard Gittis
MEDIA EQUITIES INTERNATIONAL, LLC
By: /s/ Terrence A. Elkes
-------------------------------------
Name: Terrence A. Elkes
--------------------------------
Title:
-------------------------------
4
<PAGE>
Exhibit 99.5
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT is made and entered into as of this 22nd day
of August, 1997 by and between Al Bussen, an individual, ("Seller"), and MEDIA
EQUITIES INTERNATIONAL, LLC, a New York limited liability company ("Purchaser").
RECITALS
A. Seller owns 250 shares (the "Preferred Shares") of Series C Preferred
Stock of Dove Entertainment, Inc. ("Dove").
B. Seller owns a warrant to purchase up to 125,000 shares of Dove's
common stock, par value $0.01 per share (the "Warrant" and, together with the
Preferred Shares, the "Securities").
C. Seller desires to sell to Purchaser, and Purchaser desires to purchase
from Seller the Securities.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants in this Agreement,
the parties agree as follows:
SECTION I
PURCHASE AND SALE
Pursuant to the terms and conditions of this Agreement, Seller hereby sells
to Purchaser, and Purchaser hereby purchases the Securities from Seller for an
aggregate purchase price of $250,000 (the "Purchase Price").
On the date hereof, Seller has delivered to Purchaser certificates
representing the Securities (i.e., certificates representing each of the
Preferred Shares and the Warrant), duly endorsed for transfer to Purchaser,
against payment by Purchaser of the purchase Price by certified check or wire
transfer payable to the order of Seller.
SECTION II
REPRESENTATIONS AND WARRANTIES OF PURCHASER
<PAGE>
Purchaser hereby represents and warrants to Seller as follows:
2.1 Power. Purchaser has all requisite power to execute and deliver
this Agreement and to carry out and perform its obligations under this
Agreement.
2.2 Authorization. All action on the part of Purchaser and its
officers, directors and managers necessary for the performance of Purchaser's
obligations under this Agreement has been taken prior to the date hereof.
This Agreement is a valid and binding obligation of Purchaser, enforceable in
accordance with its terms.
2.3 Compliance with Other Instruments, None Burdensome, etc. The
execution, delivery and performance of this Agreement shall not result in any
violation of any term of Purchaser's operating agreement or bylaws, or any
default under any instrument or contract to which Purchaser is a party or of
any order, judgment, statute, rule or regulation applicable to Purchaser,
other than those violations or defaults which would not have a material
adverse effect on the financial condition of Purchaser.
2.4 "Accredited Investor" Status. Purchaser is an "accredited
investor," as defined in Rule 501 under the Securities Act of 1933, as
amended (the "Securities Act"); Purchaser is acquiring the Securities for its
own account for investment with no present intention of distributing or
reselling any such Securities with a view to any distribution within the
meaning of the Securities Act; Purchaser understands that the Securities have
not been registered under the Securities Act and the certificates
representing the Securities will bear an appropriate restrictive legend.
Purchaser agrees that it will not, directly or indirectly, voluntarily offer,
sell, pledge or otherwise dispose of (or solicit any offer to purchaser or
otherwise acquire or take a pledge of) any Securities unless (x) registered
pursuant to the provisions of the Securities Act, or (y) an exemption from
registration is available under the Securities Act.
SECTION III
REPRESENTATIONS OF SELLER
Seller hereby represents and warrants to Purchaser as follows:
3.1 Power. Seller has all requisite power to execute and deliver this
Agreement and to carry out and perform his obligations under this Agreement.
3.2 Authorization. All action on the part of Seller necessary for the
performance of Seller's obligations under this Agreement has been taken.
This Agreement is a valid and binding obligation of Seller, enforceable in
accordance with its terms and conditions.
2
<PAGE>
3.3 Compliance with Other Instruments, None burdensome, etc. The
execution, delivery and performance of this Agreement by Seller shall not
result in any violation of any term in any instrument or contract to which he
is a party or of any order, judgment, statute, rule or regulation applicable
to Seller, nor shall it be in conflict with or constitute a default under any
such term, or result in the creation of any mortgage, pledge, lien,
encumbrance or charge upon any of the properties or assets of Seller.
3.4 Good and Marketable Title; Access to Information. Seller
represents and warrants to Purchaser that he holds good and marketable title
to the Securities, free and clear of all claims, liens, options,
encumbrances, security interests and restrictions of any kind or nature
whatsoever and has full right and authority to deliver same to Purchaser, and
that upon delivery to Purchaser of certificates representing the Securities,
duly endorsed for transfer to purchaser, Purchaser shall receive good and
marketable title to the Securities, free and clear of all claims, liens,
encumbrances, options, security interests and restrictions whatsoever.
Seller further represents to Purchasers that he has had the opportunity to
obtain independent financial, legal and tax advice with respect to the
transaction contemplated by this Agreement and is not relying upon the
Purchaser for any such advice.
SECTION IV
INDEMNIFICATION
Seller agrees to indemnify and hold harmless Purchaser and Dove in respect
of any and all claims, losses, damages, liabilities and expenses, including but
not limited to reasonable attorneys' fees and expenses (collectively, "claims"),
in connection with any breach by Seller of any of his representations,
warranties or obligations in this Agreement.
SECTION V
MISCELLANEOUS
5.1 Expenses. Seller and Purchaser shall each be responsible for the
payment of their own expenses incurred in connection with this Agreement and
the transactions contemplated under this Agreement.
5.2 Governing Law. This Agreement shall be governed by the laws of the
State of California applicable to contracts entered into and to be performed
wholly within California.
3
<PAGE>
5.3 Modification. This Agreement constitutes the entire agreement
between the parties with respect to the transactions contemplated by this
Agreement. This Agreement may not be modified or amended except by any
instrument in writing signed by or on behalf of both parties.
5.4 Successors and Assigns. This Agreement shall be binding upon the
parties and shall inure to the benefit of the successors, assigns, heirs and
legal representatives of the parties.
5.5 Legal Expenses. In the event of litigation arising out of this
Agreement, each party shall pay its or his own costs of such litigation.
IN WITNESS WHEREOF, the undersigned duly authorized representatives of
Purchaser and Seller have executed this Agreement on the date first set forth
above.
/s/ Al Bussen
----------------------------------------
Al Bussen
MEDIA EQUITIES INTERNATIONAL, LLC
By: /s/ Terrence A. Elkes
-------------------------------------
Name: Terrence A. Elkes
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Title:
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