<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. 1)*
DOVE ENTERTAINMENT, INC. (F/K/A DOVE AUDIO, INC.)
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(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
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(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)
JUNE 13, 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
=============================================================================
7 Sole Voting Power
6,368,000 shares 56.9%
========================================================
Number of 8 Shared Voting Power
Shares
Beneficially 0 shares 0%
Owned By ========================================================
Each 9 Sole Dispositive Power
Reporting
Person 3,583,000 shares 42.7%
With ========================================================
10 Shared Dispositive Power
0 shares 0%
=============================================================================
11 Aggregate Amount Beneficially Owned By Each Reporting Person
3,583,000 shares
=============================================================================
12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* / /
=============================================================================
13 Percent of Class Represented by Amount in Row (11)
42.7%
=============================================================================
14 Type of Reporting Person*
OO
=============================================================================
*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
=============================================================================
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 Connecticut
=============================================================================
7 Sole Voting Power
0 shares 0%
=======================================================
Number of 8 Shared Voting Power
Shares
Beneficially 6,368,000 shares 56.9%
Owned By =======================================================
Each 9 Sole Dispositive Power
Reporting
Person 0 shares 0%
With =======================================================
10 Shared Dispositive Power
3,583,000 shares 42.7%
=============================================================================
11 Aggregate Amount Beneficially Owned By Each Reporting Person
3,583,000 shares
=============================================================================
12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* / /
=============================================================================
13 Percent of Class Represented by Amount in Row (11)
42.7%
=============================================================================
14 Type of Reporting Person*
OO
=============================================================================
*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
============================================================================
7 Sole Voting Power
0 shares 0%
======================================================
Number of 8 Shared Voting Power
Shares
Beneficially 6,368,000 shares 56.9%
Owned By ======================================================
Each 9 Sole Dispositive Power
Reporting
Person 0 shares 0%
With ======================================================
10 Shared Dispositive Power
3,583,000 shares 42.7%
============================================================================
11 Aggregate Amount Beneficially Owned By Each Reporting Person
3,583,000 shares
============================================================================
12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* / /
============================================================================
13 Percent of Class Represented by Amount in Row (11)
42.7%
============================================================================
14 Type of Reporting Person*
IN
============================================================================
*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
============================================================================
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
============================================================================
7 Sole Voting Power
0 shares 0%
======================================================
Number of 8 Shared Voting Power
Shares
Beneficially 6,368,000 shares 56.9%
Owned By ======================================================
Each 9 Sole Dispositive Power
Reporting
Person 0 shares 0%
With ======================================================
10 Shared Dispositive Power
3,583,000 shares 42.7%
============================================================================
11 Aggregate Amount Beneficially Owned By Each Reporting Person
3,583,000 shares
============================================================================
12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* / /
============================================================================
13 Percent of Class Represented by Amount in Row (11)
42.7%
============================================================================
14 Type of Reporting Person*
IN
============================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
5
<PAGE>
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
============================================================================
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 New York
============================================================================
7 Sole Voting Power
0 shares 0%
======================================================
Number of 8 Shared Voting Power
Shares
Beneficially 6,368,000 shares 56.9%
Owned By ======================================================
Each 9 Sole Dispositive Power
Reporting
Person 0 shares 0%
With ======================================================
10 Shared Dispositive Power
3,583,000 shares 42.7%
============================================================================
11 Aggregate Amount Beneficially Owned By Each Reporting Person
3,583,000 shares
============================================================================
12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* / /
============================================================================
13 Percent of Class Represented by Amount in Row (11)
42.7%
============================================================================
14 Type of Reporting Person*
OO
============================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
6
<PAGE>
CUSIP
No. 259901106 13D
============================================================================
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
John T. Healy
============================================================================
2 Check the Appropriate Box if a Member of a Group* (a) / /
(b) / /
============================================================================
3 SEC Use Only
============================================================================
4 Source of Funds* PF, OO
============================================================================
5 Check Box if Disclosure of Legal Proceedings is Required / /
============================================================================
6 Citizenship or Place of Organization United States
============================================================================
7 Sole Voting Power
5,000 shares 0.1%
=======================================================
Number of 8 Shared Voting Power
Shares
Beneficially 6,368,000 shares 56.9%
Owned By =======================================================
Each 9 Sole Dispositive Power
Reporting
Person 5,000 shares 0.1%
With =======================================================
10 Shared Dispositive Power
3,583,000 shares 42.7%
============================================================================
11 Aggregate Amount Beneficially Owned By Each Reporting Person
3,588,000 shares
============================================================================
12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* / /
============================================================================
13 Percent of Class Represented by Amount in Row (11)
42.7%
============================================================================
14 Type of Reporting Person*
IN
============================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
7
<PAGE>
CUSIP
No. 259901106 13D
============================================================================
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Bruce Maggin
============================================================================
2 Check the Appropriate Box if a Member of a Group* (a) / /
(b) / /
============================================================================
3 SEC Use Only
============================================================================
4 Source of Funds* PF, OO
============================================================================
5 Check Box if Disclosure of Legal Proceedings is Required / /
============================================================================
6 Citizenship or Place of Organization United States
============================================================================
7 Sole Voting Power
32,500 shares 0.6%
=======================================================
Number of 8 Shared Voting Power
Shares
Beneficially 6,368,000 shares 56.9%
Owned By =======================================================
Each 9 Sole Dispositive Power
Reporting
Person 32,500 shares 0.6%
With =======================================================
10 Shared Dispositive Power
3,583,000 shares 42.7%
============================================================================
11 Aggregate Amount Beneficially Owned By Each Reporting Person
3,615,500 shares
============================================================================
12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* / /
============================================================================
13 Percent of Class Represented by Amount in Row (11)
43.1%
============================================================================
14 Type of Reporting Person*
IN
============================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
8
<PAGE>
CUSIP
No. 259901106 13D
============================================================================
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Ronald Lightstone
============================================================================
2 Check the Appropriate Box if a Member of a Group* (a) / /
(b) / /
============================================================================
3 SEC Use Only
============================================================================
4 Source of Funds* PF
============================================================================
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 8 Shared Voting Power
Shares
Beneficially 6,368,000 shares 56.9%
Owned By =====================================================
Each 9 Sole Dispositive Power
Reporting
Person 0 shares 0%
With =====================================================
10 Shared Dispositive Power
3,583,000 shares 42.7%
============================================================================
11 Aggregate Amount Beneficially Owned By Each Reporting Person
3,583,000 shares
============================================================================
12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* / /
============================================================================
13 Percent of Class Represented by Amount in Row (11)
42.7%
============================================================================
14 Type of Reporting Person*
IN
============================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
9
<PAGE>
This statement, dated June 13, 1997 constitutes Amendment No. 1 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 2,825,000 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: $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
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Stock (subject to adjustment), at a conversion price of $3.31958 per share
(subject to adjustment), 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
11
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Stamford, Connecticut 06901
(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
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(c) Principal occupation: Investor
(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
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New York, New York 10017
(c) Principal occupation: Investor
(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.
14
<PAGE>
8. (a) RONALD LIGHTSTONE
(b) Address:
400 Parkwood Drive
Los Angeles, California 90077-3530
(c) Principal occupation: Investor
(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 the purchase pursuant to
the Stock Purchase Agreement and the purchase pursuant to the Securities
Purchase Agreement is set forth below:
NAME AMOUNT OF CONSIDERATION
Media Equities $4,002,000
Media Equities $3,086,000
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
15
<PAGE>
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 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.
16
<PAGE>
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 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
17
<PAGE>
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 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.
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 June 13, 1997:
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<PAGE>
<TABLE>
<CAPTION>
- ------------------------- ---------------- ------------------ ------------------- ----------
SHARES OF PERCENTAGE OF
COMMON STOCK SHARES
BENEFICIALLY OF COMMON STOCK NUMBER OF % OF VOTING
NAME OWNED(1)(3) BENEFICIALLY OWNED VOTES HELD (2)(3) POWER(2)
- ------------------------- ---------------- ------------------ ------------------- -----------
<S> <C> <C> <C> <C>
Media Equities 3,583,000 42.7% 6,368,000 56.9%
- ------------------------- ---------------- ------------------ ------------------- -----------
Apollo(4) 3,583,000 42.7% 6,368,000 56.9%
- ------------------------- ---------------- ------------------ ------------------- -----------
Terrence A. Elkes(4) 3,583,000 42.7% 6,368,000 56.9%
- ------------------------- ---------------- ------------------ ------------------- -----------
Kenneth F. Gorman(4) 3,583,000 42.7% 6,368,000 56.9%
- ------------------------- ---------------- ------------------ ------------------- -----------
H.A.M. Media(4) 3,583,000 42.7% 6,368,000 56.9%
- ------------------------- ---------------- ------------------ ------------------- -----------
John T. Healy(4) 3,588,000 42.7% 6,373,000 57.0%
- ------------------------- ---------------- ------------------ ------------------- -----------
Bruce Maggin(4) 3,615,000 43.1% 6,400,500 57.2%
- ------------------------- ---------------- ------------------ ------------------- -----------
Ronald Lightstone(4) 3,583,000 42.7% 6,368,000 56.9%
- ------------------------- ---------------- ------------------ ------------------- -----------
</TABLE>
(1) Includes for all reporting persons 500,000 shares of Common Stock, 2,825,000
shares of Common Stock issuable upon exercise of Warrants, and 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) Includes for all reporting persons for purposes of calculating voting power,
(a) the shares referred to in note (1), and (b) 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, and the equivalent of 785,000 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. The Common Stock issuable upon conversion of the Series B
Preferred Stock and Series C Preferred Stock is not considered beneficially
owned because it is not convertible into Common Stock until six months following
its issuance.
(3) 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.
(4) Except for Media Equities, each reporting person disclaims beneficial
ownership of the shares of Common Stock referred to in note (1) and the voting
rights associated with the shares of Preferred Stock referred to in Note (2).
(b) Media Equities has sole power to cast all votes referred to under
Number of Votes Held in the foregoing chart and sole power to dispose of all
shares of 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.
19
<PAGE>
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.
(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 June 13, 1997 inclusive.
20
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
NAME OF SHAREHOLDER PURCHASE DATE SECURITIES PURCHASED PURCHASE PRICE
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
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 $3,000,000
Series B Preferred Stock (1)
- ---------------------------------------------------------------------------------------------------
Media Equities 5/13/97 Warrant to purchase 125,000 shares $125
of Common Stock (1)
- ---------------------------------------------------------------------------------------------------
Media Equities 5/13/97 250 shares of Series B Preferred $250,000
Stock (1)
- ---------------------------------------------------------------------------------------------------
Media Equities 6/3/97 Warrant to purchase 375,000 shares $375
of Common Stock (1)
- ---------------------------------------------------------------------------------------------------
Media Equities 6/3/97 750 shares of Series B Preferred $750,000
Stock (1)
- ---------------------------------------------------------------------------------------------------
Media Equities 6/13/97 Warrant to purchase 825,000 shares $1,570,000
of Common Stock
and
1,570 shares of Series C Preferred
Stock (2)
- ---------------------------------------------------------------------------------------------------
Media Equities 6/13/97 214,113 shares of Series D Preferred $516,000
Stock (2)
- ---------------------------------------------------------------------------------------------------
Media Equities 6/13/97 500,000 shares of Common Stock (2) $1,000,000
- ---------------------------------------------------------------------------------------------------
</TABLE>
(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.
(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.
21
<PAGE>
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.
(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
22
<PAGE>
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) Except for the circumstances discussed or referred to in
paragraphs (a) through (j) 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.
23
<PAGE>
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 Issuer's 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 Issuer's 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.
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:___________________________________
Name:
Title:
APOLLO PARTNERS LLC
By:___________________________________
Name:
Title:
--------------------------------------
Terrence A. Elkes
--------------------------------------
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:___________________________________
Name:
Title
--------------------------------------
Bruce Maggin
--------------------------------------
John T. Healy
--------------------------------------
Ronald Lightstone
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
26
