<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Dove Entertainment, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
259901 110 6
(CUSIP Number)
Charles A. Sweet, Esq.
Williams & Connolly
725 - 12th Street, N.W.
Washington, D.C. 20005
202-434-5000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 28, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box [].
Exhibit index is on page 12.
Page 1 of 13
<PAGE> 2
SCHEDULE 13D
CUSIP No. 259901 10 6
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael Viner (S.S. No. ###-##-####)
Deborah Raffin Viner (S.S. No. ###-##-####)
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3) SEC USE ONLY
4) SOURCE OF FUNDS*
PF,00
PF,00
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
United States of America
NUMBER OF SHARES 7) SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 0
PERSON WITH
8) SHARED VOTING POWER
2,983,884
9) SOLE DISPOSITIVE POWER
0
10) SHARED DISPOSITIVE POWER
2,983,884
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,983,884
Page 2 of 13
<PAGE> 3
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
[ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
43.8%
14) TYPE OF REPORTING PERSON*
IN
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION)
Page 2 of 13
<PAGE> 4
SCHEDULE 13D
Item 1. Security and Issuer.
The class of equity securities to which this statement relates is the
common stock, par value $0.01 per share (the "Common Stock"), of Dove
Entertainment, Inc., a California corporation ("Dove" or the "Issuer"). The
principal executive offices of Dove are located at 8955 Beverly Boulevard, Los
Angeles, California 90048.
Item 2. Identity and Background.
This statement is being filed by Michael Viner ("Mr. Viner") and
Deborah Raffin Viner ("Ms. Raffin"). As of the date of the event reported
herein, Mr. Viner was the President, Chief Executive Officer and a director of
the Issuer and Ms. Raffin Viner was the Executive Vice President, Secretary and
a director of the Issuer. Mr. Viner and Ms. Raffin are citizens of the United
States of America. The business address for each of Mr. Viner and Ms. Raffin
currently is 301 North Canon Drive, Suite 207, Beverly Hills, California 90210.
During the last five years, neither Mr. Viner nor Ms. Raffin (a) has
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (b) been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Viner and Ms. Raffin obtained funds in the aggregate of $920,500
for the acquisition of (a) 920 shares of 6% Series C Preferred Stock, par value
$.01 per share, of the Issuer (the "Series C Preferred Stock") and (b) warrants
to purchase 500,000 shares of Common Stock (the "Warrants") from their personal
funds and through the retirement of certain obligations owed to them by the
Issuer.
Item 4. Purpose of Transaction.
The reporting persons acquired their shares of Common Stock for
investment purposes. Mr. Viner and Ms. Raffin's purpose in purchasing the
Series C Preferred Stock and Warrants was to make a further equity investment
in Dove and to provide needed funding, along with the funds raised by the sale
and issuance of securities to Media Equities International, LLC ("MEI") as
described below, for Dove to expand its business operation.
<PAGE> 5
Mr. Viner and Ms. Raffin intend to continuously review the possible
courses of action that may be available to them and take such action with
respect to the Common Stock of the Issuer as they consider desirable in light
of the circumstances then prevailing. Pending their decision whether or not to
pursue any of such courses of action and depending on market conditions and
other factors, Mr. Viner and Ms. Raffin reserve the right to purchase shares of
Common Stock individually, or with others as part of a group (and through
borrowings, if deemed appropriate), in brokerage transactions on the Nasdaq
SmallCap Market or in private transactions, if appropriate opportunities to do
so are available, on such terms and at such times as they consider desirable.
As of the date of the event reported herein, Mr. Viner and Ms. Raffin currently
intend to make occasional dispositions of Common Stock in brokerage
transactions on the Nasdaq SmallCap Market from time to time.
On March 27, 1997, Mr. Viner and Ms. Raffin entered into a stock
purchase agreement, dated as of March 27, 1997, among the Issuer, MEI, Mr.
Viner and Ms. Raffin (the "Stock Purchase Agreement"). As part of the first of
two closings contemplated by the Stock Purchase Agreement, which occurred on
March 28, 1997 (the "First Closing"), Mr. Viner and Ms. Raffin purchased (a)
920 shares of Series C Preferred Stock and (b) Warrants to purchase an
aggregate of 500,000 shares of Common Stock exercisable immediately upon
issuance, at the following exercise prices and with the following expiration
dates: (i) 166,666 shares at $2.00 per share expiring the third anniversary
from the date of issuance (the "Issuance Date"); (ii) 166,667 shares at $2.50
per share expiring the third anniversary from the Issuance Date; and (iii)
166,667 shares at $3.00 per share expiring the fourth anniversary of the
Issuance Date (such exercise prices, expiration dates and allocation of shares
to tranches, the "Warrant Terms"). As part of the Stock Purchase Agreement,
Mr. Viner and Ms. Raffin committed to purchase in a second closing (a) an
additional 1,000 shares of Series C Preferred Stock and (b) Warrants to
purchase an additional 500,00 shares of Common Stock on the same Warrant Terms.
Such second closing was expected to occur on or before May 25, 1997 (the
"Second Closing").
Pursuant to the Stock Purchase Agreement MEI (which acquired (a) 3,000
shares of 6% Series B Preferred Stock, par value $.01 per share of the Issuer
(the "Series B Preferred Stock") and (b) Warrants to purchase an aggregate of
1,500,000 shares of Common Stock) has the right, for so long as it owns at
least 750,000 shares of Common Stock (assuming for this purpose the full
conversion of all shares of Series B Preferred Stock then held by MEI) to
nominate three members of the Issuer's Board of Directors (the "Board").
Ronald Lightstone, John T. Healy and Kenneth Gorman were designated pursuant to
such right. In addition, in the event Dove breaches certain covenants of the
Stock Purchase
Page 4 of 13
<PAGE> 6
Agreement and such breach is continuing unremedied for a period of 30 days
after notice thereof, MEI will have a right to nominate two additional
directors, effectively giving MEI the right to nominate a majority of the
Board, 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 such breach or until MEI no longer owns at least 750,000 shares of
Common Stock (assuming for purposes that the shares of Series B Preferred Stock
were converted in their entirety). Pursuant to the Stock Purchase Agreement,
MEI has the right to consent, which right of consent is required to be
exercised in good faith and in a commercially reasonable manner, prior to the
Issuer undertaking certain activities (including adoption an annual budget,
incurring any debt for borrowed money or selling and issuing debt or equity
securities (subject to certain limited exceptions) or changing or altering its
principal business or entering into new businesses) and prior to the Issuer's
executive officers undertaking certain activities (including certain personnel
matters, changes in certain of the Issuer's outside advisors, certain
litigation matters, certain acquisition or production matters and certain other
activities.)
In connection with the transaction, in order to fulfill the Issuer's
obligations set forth above, the number of directors constituting the Board
authorized under the bylaws was increased from six to nine. The Stock Purchase
Agreement fixes the number of directors at nine. The Stock Purchase Agreement
also provides that one of MEI's nominee directors shall be a member of the
Executive Committee. Mr. Lightstone was designated to serve on the Executive
Committee of the Board.
Concurrently with the First Closing under the Stock Purchase Agreement,
Mr. Viner and Ms. Raffin agreed to exchange 214,113 shares of Series A
Preferred Stock, par value $.01 per share (the "Series A Preferred Stock") for
an equal amount of shares of Series D Preferred Stock, par value $.01 per share
(the "Series D Preferred Stock") on terms substantially similar to those for
the Series B Preferred Stock and Series C Preferred Stock. Based on certain
information provided by the Issuer, Mr. Viner and Ms. Raffin believe that the
Issuer authorized them to receive either 22,079 additional shares of Series D
Preferred Stock or 80,000 shares of Common Stock in lieu of accrued and unpaid
dividends on the Series A Preferred Stock. However, Mr. Viner and Ms. Raffin
have been unable to confirm this with either the Issuer or with the Issuer's
counsel.
Except as set forth above, as of the date of the event reported
herein, Mr. Viner and Ms. Raffin had no plans or proposals which relate to or
would result in any of the actions set forth in parts (a) through (j) of Item
4.
Item 5. Interests in Securities of the Issuer.
(a) The following list sets forth the aggregate number and
percentage of outstanding shares of Common Stock owned
Page 5 of 13
<PAGE> 7
beneficially by each reporting person named in Item 2, as of March 28,
1997, the date of the transactions reported herein:
<TABLE>
<CAPTION>
Shares of Percentage of
Common Stock Shares of Common % of
Beneficially Stock Beneficially Shared Voting
Name Owned Owned Power
- ---- ----- ----- -----
<S> <C> <C> <C>
Mr. Viner 2,983,844(1) 43.8%(1) 43.8%(2)
Ms. Raffin 2,983,844(1) 43.8%(1) 43.8%(2)
</TABLE>
- --------------------
(1) All of such shares are held jointly by Mr. Viner and Ms. Raffin
as community property. In addition to 1,442,511 shares of Common
Stock, includes: (i) 250,000 shares of Common Stock currently issuable
on exercise of options issued on September 2, 1995 with an exercise
price of $.01 per share; (ii) 33,333 shares of Common Stock currently
issuable upon exercise of options issued on September 4, 1996 with an
exercise price of $3.50 per share; (iii) 1,000,000 shares of Common
Stock issuable upon exercise of the Warrants in accordance with the
Warrant Terms (which includes Warrants to purchase 500,000 shares of
Common Stock as to which Mr. Viner and Ms. Raffin were committed to
purchase at the Second Closing); and (iv) 258,000 shares of Common
Stock currently issuable upon conversion of 214,113 shares of the
Series D Preferred Stock. The 80,000 shares of Common Stock or 22,079
shares of Series D Preferred Stock that may have been authorized by
the Issuer in lieu of accrued and unpaid dividends on the Series A
Preferred Stock are not included because Mr. Viner and Ms. Raffin have
been unable to confirm such authorization with either the Issuer or
the Issuer's counsel. The Common Stock issuable upon conversion of
the Series C Preferred Stock is not considered beneficially owned
because the Series C Preferred Stock is not convertible into Common
Stock until six months following the issuance thereof, which is more
than 60 days after the date hereof. The Common Stock issuable upon
exercise of an additional 66,667 options issued on September 4, 1996
with an exercise price of $3.50 per share is not considered
beneficially owned because 33,333 of such options are not vested until
September 4, 1997, and 33,334 of such options are not vested until
September 4, 1998. The reported percentages may be greater than
actual because they are based on 6,814,573 shares, which includes the
5,273,240 shares of Common Stock outstanding as set forth in Dove's
Form 10-KSB for the fiscal year ended December 31, 1996, as well as
the securities beneficially owned by Mr. Viner and Ms. Raffin included
in (i)-(iv) above, but which does not include any other outstanding
options, warrants, convertible preferred stock and other outstanding
securities convertible into Common Stock but not owned by Mr. Viner or
Ms. Raffin.
(2) Calculated based on a total of 2,983,844 shares, which includes:
all items included in "Shares of Common Stock
Page 6 of 13
<PAGE> 8
Beneficially Owned." For the reasons stated in note 1, above,
the total does not include 960,000 shares of Common Stock issuable
upon conversion of the 1,920 shares of Series C Preferred Stock owned
by Mr. Viner and Ms. Raffin, 920 of which were acquired in the First
Closing and 1,000 shares of which are shares of Series C Preferred
Stock as to which Mr. Viner and Ms. Raffin were committed to purchase
at the Second Closing. Each share of Series C Preferred Stock and
Series D Preferred Stock has the right to vote together with all other
voting classes and series of stock of the Issuer as a single class on
all actions to be taken by the shareholders of the Issuer. On each
such action that the shares of Series C Preferred Stock and Series D
Preferred Stock vote together with other classes, each share of Series
C Preferred Stock and Series D Preferred Stock shall be entitled to
such number of votes as such shares are then convertible into. The
reported percentages may be greater than actual because they are based
on 6,814,573 shares, which includes the 5,273,240 shares of Common
Stock outstanding as set forth in Dove's Form 10-KSB for the fiscal
year ended December 31, 1996, as well as the securities beneficially
owned by Mr. Viner and Ms. Raffin included in note (1)(i)-(iv) above,
but which does not include any other outstanding options, warrants,
convertible preferred stock and other outstanding securities
convertible into Common Stock but not beneficially owned by Mr. Viner
or Ms. Raffin.
(b) Mr. Viner and Ms. Raffin have shared power to vote 3,943,844
shares of Common Stock, which includes all shares described above in footnotes
(1) and (2) to the table in Item 5(a). Mr. Viner and Ms. Raffin have the
shared power to dispose of 2,983,844 shares of Common Stock, which includes all
shares described above in footnote (1) of the table in Item 5(a).
(c) The following is a description of all transactions in the
Common Stock of the Issuer by the persons identified in Item 2 of this Schedule
13D effected from January 28, 1997 through March 28, 1997 inclusive.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
NAME OF ACQUISITION TRANSACTION AMOUNT OF PRICE WHERE AND
SHAREHOLDER (A) OR DATE SECURITIES PER UNIT HOW EFFECTED
DISPOSITION INVOLVED
(D)
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Mr. Viner & D 1/30/97 5,000 $2.50 Market sale
Ms. Raffin
- ---------------------------------------------------------------------------------------------
Mr. Viner & D 1/31/97 10,000 $2.25 Market sale
Ms. Raffin
- ---------------------------------------------------------------------------------------------
Mr. Viner & D 2/3/97 10,000 $2.375 Market sale
Ms. Raffin
- ---------------------------------------------------------------------------------------------
Mr. Viner & D 2/4/97 5,000 $2.375 Market sale
Ms. Raffin
- ---------------------------------------------------------------------------------------------
Mr. Viner & D 2/5/97 2,000 $2.875 Market sale
Ms. Raffin
- ---------------------------------------------------------------------------------------------
</TABLE>
Page 7 of 13
<PAGE> 9
<TABLE>
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Mr. Viner & D 2/5/97 2,000 $3.00 Market sale
Ms. Raffin
- ---------------------------------------------------------------------------------------------
Mr. Viner & D 2/5/97 5,000 $2.4375 Market sale
Ms. Raffin
- ---------------------------------------------------------------------------------------------
Mr. Viner & D 2/6/97 10,000 $2.875 Market sale
Ms. Raffin
- ---------------------------------------------------------------------------------------------
Mr. Viner & D 2/6/97 2,000 $2.9375 Market sale
Ms. Raffin
- ---------------------------------------------------------------------------------------------
Mr. Viner & D 2/6/97 8,000 $3.00 Market sale
Ms. Raffin
- ---------------------------------------------------------------------------------------------
Mr. Viner & D 2/7/97 5,000 $2.9375 Market sale
Ms. Raffin
- ---------------------------------------------------------------------------------------------
Mr. Viner & D 2/11/97 10,000 $2.8125 Market sale
Ms. Raffin
- ---------------------------------------------------------------------------------------------
Mr. Viner & D 2/13/97 6,000 $2.8125 Market sale
Ms. Raffin
- ---------------------------------------------------------------------------------------------
Mr. Viner & D 2/13/97 2,000 2.875 Market sale
Ms. Raffin
- ---------------------------------------------------------------------------------------------
Mr. Viner & D 2/14/97 14,000 $2.75 Market sale
Ms. Raffin
- ---------------------------------------------------------------------------------------------
Mr. Viner & D 2/14/97 2,000 $2.8125 Market sale
Ms. Raffin
- ---------------------------------------------------------------------------------------------
Mr. Viner & D 3/7/97 2,500 $2.75 Market sale
Ms. Raffin
- ---------------------------------------------------------------------------------------------
Mr. Viner & D 3/11/97 4,000 $2.8125 Market sale
Ms. Raffin
- ---------------------------------------------------------------------------------------------
Mr. Viner & D 3/13/97 2,000 $2.50 Market sale
Ms. Raffin
- ---------------------------------------------------------------------------------------------
Mr. Viner & D 3/13/97 5,000 $2.65625 Market sale
Ms. Raffin
- ---------------------------------------------------------------------------------------------
Mr. Viner & D 3/13/97 3,800 $2.625 Market sale
Ms. Raffin
- ---------------------------------------------------------------------------------------------
Mr. Viner & D 3/13/97 4,000 $2.5625 Market sale
Ms. Raffin
- ---------------------------------------------------------------------------------------------
Mr. Viner & D 3/16/97 2,000 $2.8125 Market sale
Ms. Raffin
- ---------------------------------------------------------------------------------------------
Mr. Viner & D 3/28/97 214,113 N/A Private
Ms. Raffin transaction
with Issuer
as described
above in
Item 4 (1)
- ---------------------------------------------------------------------------------------------
Mr. Viner & A 3/28/97 258,000 N/A Private
Ms. Raffin transaction
with Issuer
as described
above in
Item 4 (1)
- ---------------------------------------------------------------------------------------------
</TABLE>
Page 8 of 13
<PAGE> 10
<TABLE>
<S> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------
Mr. Viner & A 3/28/97 500,000 $.001 Private
Ms. Raffin purchase
from Issuer
as described
above in
Item 4 (2)
- ---------------------------------------------------------------------------------------------
</TABLE>
(1) Mr. Viner and Ms. Raffin agreed to exchange 214,113 shares of
Series A Preferred Stock, convertible to Common Stock at a ratio of
1:1, for an equal amount of shares of Series D Preferred Stock,
convertible to Common Stock at a ratio of 1:1.20497.
(2) Mr. Viner and Ms. Raffin purchased Warrants to purchase 500,000
shares of Common Stock. The Common Stock issuable upon conversion of
the Series C Preferred Stock is not considered beneficially owned
because the Series C Preferred Stock is not convertible into Common
Stock until six months following the issuance thereof, which is more
than 60 days after the date hereof.
The foregoing table excludes the 80,000 shares of Common Stock or
22,079 Shares of Series D Preferred Stock that may have been
authorized by the Issuer in lieu of accrued and unpaid dividends
on the Series A Preferred Stock, as Mr. Viner and Ms. Raffin have been
unable to confirm such authorization with either the Issuer or the
Issuer's counsel.
(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.
The reporting persons acquired their Series C Preferred Stock and
Warrants pursuant to the Stock Purchase Agreement, as described above in Item
4.
Concurrently with the First Closing under the Stock Purchase
Agreement, MEI, Mr. Viner and Ms. Raffin entered into a shareholders voting
agreement, dated as of March 27, 1997, pursuant to which Mr. Viner and Ms.
Raffin agreed to vote all of their voting stock for the election as directors
all director nominees of MEI, to the extent MEI had at such time a right to
make such nominations in accordance with certain applicable agreements, to use
their reasonable best efforts to cause their affiliates to vote their voting
stock for such nominees and to use their reasonable best efforts to take all
steps necessary to cause the election of such nominees.
MEI, Mr. Viner and Ms. Raffin entered into a pledge agreement, dated
as of March 27, 1997, with the Issuer pursuant
Page 9 of 13
<PAGE> 11
to which Mr. Viner and Ms. Raffin agreed to pledge certain of their shares of
Series C Preferred Stock as collateral to secure the payment for securities to
be purchased in the Second Closing described in Item 4 above.
Except for the circumstances discussed or referred to 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 A: Joint Filing Agreement under Section 13d-1(f) under
the Securities Exchange Act of 1934, dated as of
August 10, 1997, between Mr. Viner and Ms. Raffin.
Exhibit 1: Stock Purchase Agreement, dated March 27, 1997, among
Dove, MEI, Mr. Viner and Ms. Raffin (incorporated by
reference from Exhibit 10.40 to Dove's Annual Report
on Form 10-KSB filed with the Securities and Exchange
Commission on April 14, 1997)
Exhibit 2: Pledge Agreement, dated March 27, 1997, among Dove,
MEI, Mr. Viner and Ms. Raffin (incorporated by
reference from Exhibit 10.42 to Dove's Annual
Report on Form 10-KSB filed with the Securities and
Exchange Commission on April 14, 1997)
Page 10 of 13
<PAGE> 12
SIGNATURE
After reasonable inquiry and to the best of their knowledge and
belief, each of the undersigned certifies that the information set forth in
this Schedule is true, complete and correct.
Dated: August 10, 1997 /s/ Michael Viner
------------------------------
Michael Viner
/s/ Deborah Raffin
------------------------------
Deborah Raffin
Page 11 of 13
<PAGE> 13
EXHIBIT INDEX
Exhibit Description Page
- ------- ----------- ----
Exhibit A Joint Filing Agreement under Section 13
13d-1(f) under the Securities Exchange
Act of 1934, dated as of August 10,
1997, between Mr. Viner and Ms. Raffin
Exhibit 1 Stock Purchase Agreement, dated March 27,
1997, among Dove, MEI, Mr. Viner and
Ms. Raffin (filed as Exhibit 10.40 to
Dove's Annual Report on Form 10-KSB
filed with the Securities and Exchange
Commission on April 14, 1997)
Exhibit 2 Pledge Agreement, dated March 27, 1997,
among Dove, MEI, Mr. Viner and Ms.
Raffin (filed as Exhibit 10.42 to Dove's
Annual Report on Form 10-KSB filed with
the Securities and Exchange Commission
on April 14, 1997)
Page 12 of 13
<PAGE> 14
EXHIBIT A
JOINT FILING AGREEMENT
Agreement among Michael Viner and Deborah Raffin whereby, in
accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, each
of the persons named below agrees to the joint filing on behalf of each of them
of a Statement on Schedule 13D (including amendments thereto) with respect to
the equity securities of Dove Entertainment, Inc. and further agree that this
Joint Filing Agreement be included as an exhibit to such joint filings provided
that, as contemplated by Section 13d-1(f)(1)(ii), no person shall be
responsible for the completeness of accuracy of the information concerning the
other person making the filing, unless such person knows or has reason to
believe that such information is inaccurate.
In evidence thereof, the undersigned, being duly authorized, hereby
execute this Agreement in counterpart as of the 10 day of August, 1997.
/s/ Michael Viner
------------------------------
Michael Viner
/s/ Deborah Raffin
------------------------------
Deborah Raffin
Page 13 of 13
