<PAGE>
SCHEDULE 13D
(RULE 13D-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
NEWSTAR MEDIA INC. (f/k/a DOVE ENTERTAINMENT, INC.)
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
652503 10 3
- --------------------------------------------------------------------------------
(CUSIP Number)
Mr. Terrence A. Elkes Peter D. Weinstein, Esq.
500 5th Avenue Morrison, Cohen, Singer &
Suite #3520 Weinstein, LLP
New York, NY 10110 750 Lexington Avenue
New York, NY 10022
Telephone 212/735-8680
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 31, 1998
- --------------------------------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. [ ]
NOTE. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule
13d-7(b) 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).
<PAGE>
13D
CUSIP
No. 652503103
Page 2 of 39 Pages
- -------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification Nos. of Above Persons (Entities Only)
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* 00
- -------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e) / /
- -------------------------------------------------------------------------------
6 Citizenship or Place of Organization New York
- -------------------------------------------------------------------------------
7 Sole Voting Power
7,642,042 shares 34.3%
-----------------------------------------------------------------
Number of 8 Shared Voting Power
Shares 0 shares 0%
Beneficially -----------------------------------------------------------------
Owned By
Each 9 Sole Dispositive Power
Reporting 7,642,042 shares 34.3%
Person -----------------------------------------------------------------
With
10 Shared Dispositive Power
0 shares 0%
- -------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned By Each Reporting Person
16,646,068 shares
- -------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* / /
- -------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
74.7%
- -------------------------------------------------------------------------------
14 Type of Reporting Person*
OO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
2
<PAGE>
13D
CUSIP
No. 652503103
Page 3 of 39 Pages
- -------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification Nos. of Above Persons (Entities Only)
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 Pursuant to Item
2(d) or 2(e) / /
- -------------------------------------------------------------------------------
6 Citizenship or Place of Organization Connecticut
- -------------------------------------------------------------------------------
7 Sole Voting Power
0 shares 0%
-----------------------------------------------------------------
Number of 8 Shared Voting Power
Shares 7,642,042 shares 34.3%
Beneficially
Owned By -----------------------------------------------------------------
Each 9 Sole Dispositive Power
Reporting 0 shares 0%
Person
With -----------------------------------------------------------------
10 Shared Dispositive Power
7,642,042 shares 34.3%
- -------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned By Each Reporting Person
16,646,068 shares
- -------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* / /
- -------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
74.7%
- -------------------------------------------------------------------------------
14 Type of Reporting Person*
OO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
3
<PAGE>
13D
CUSIP
No. 652503103
Page 4 of 39 Pages
- -------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification Nos. of Above Persons (Entities Only)
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 Pursuant to Item
2(d) or 2(e) / /
- -------------------------------------------------------------------------------
6 Citizenship or Place of Organization United States
- -------------------------------------------------------------------------------
7 Sole Voting Power
4,009,848 shares 18.0%
-----------------------------------------------------------------
Number of 8 Shared Voting Power
Shares 7,642,042 shares 34.3%
Beneficially -----------------------------------------------------------------
Owned By
Each 9 Sole Dispositive Power
Reporting 4,009,848 shares 18.0%
Person -----------------------------------------------------------------
With
10 Shared Dispositive Power
7,642,042 shares 34.3%
- -------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned By Each Reporting Person
16,646,068 shares
- -------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* / /
- -------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
74.7%
- -------------------------------------------------------------------------------
14 Type of Reporting Person*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
4
<PAGE>
13D
CUSIP
No. 652503103
Page 5 of 39 Pages
- -------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification Nos. of Above Persons (Entities Only)
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 Pursuant to Item
2(d) or 2(e) / /
- -------------------------------------------------------------------------------
6 Citizenship or Place of Organization United States
- -------------------------------------------------------------------------------
7 Sole Voting Power
4,009,847 shares 18.0%
-----------------------------------------------------------------
8 Shared Voting Power
Number of 7,642,042 shares 34.3%
Shares -----------------------------------------------------------------
Beneficially
Owned By 9 Sole Dispositive Power
Each 4,009,847 shares 18.0%
Reporting -----------------------------------------------------------------
Person
With 10 Shared Dispositive Power
7,642,042 shares 34.3%
- -------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned By Each Reporting Person
16,646,068 shares
- -------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* / /
- -------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
74.7%
- -------------------------------------------------------------------------------
14 Type of Reporting Person*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
5
<PAGE>
13D
CUSIP
No. 652503103
Page 6 of 39 Pages
- -------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification Nos. of Above Persons (Entities Only)
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 Pursuant to Item
2(d) or 2(e) / /
- -------------------------------------------------------------------------------
6 Citizenship or Place of Organization New York
- -------------------------------------------------------------------------------
7 Sole Voting Power
0 shares 0%
-----------------------------------------------------------------
Number of
Shares 8 Shared Voting Power
Beneficially 7,642,042 shares 34.3%
Owned By -----------------------------------------------------------------
Each
Reporting 9 Sole Dispositive Power
Person 0 shares 0%
With -----------------------------------------------------------------
10 Shared Dispositive Power
7,642,042 shares 34.3%
- -------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned By Each Reporting Person
16,646,068 shares
- -------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* / /
- -------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
74.7%
- -------------------------------------------------------------------------------
14 Type of Reporting Person*
OO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
6
<PAGE>
13D
CUSIP
No. 652503103
Page 7 of 39 Pages
- -------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification Nos. of Above Persons (Entities Only)
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 Pursuant to Item
2(d) or 2(e) / /
- -------------------------------------------------------------------------------
6 Citizenship or Place of Organization United States
- -------------------------------------------------------------------------------
7 Sole Voting Power
5,000 shares 0.1%
-----------------------------------------------------------------
Number of
Shares 8 Shared Voting Power
Beneficially 7,642,042 shares 34.3%
Owned By -----------------------------------------------------------------
Each
Reporting 9 Sole Dispositive Power
Person 5,000 shares 0.1%
With -----------------------------------------------------------------
10 Shared Dispositive Power
7,642,042 shares 34.3%
- -------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned By Each Reporting Person
16,646,068 shares
- -------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* / /
- -------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
74.7%
- -------------------------------------------------------------------------------
14 Type of Reporting Person*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
7
<PAGE>
13D
CUSIP
No. 652503103
Page 8 of 39 Pages
- -------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification Nos. of Above Persons (Entities Only)
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 Pursuant to Item
2(d) or 2(e) / /
- -------------------------------------------------------------------------------
6 Citizenship or Place of Organization United States
- -------------------------------------------------------------------------------
7 Sole Voting Power
32,500 shares 0.1%
-----------------------------------------------------------------
Number of 8 Shared Voting Power
Shares 7,642,042 shares 34.3%
Beneficially -----------------------------------------------------------------
Owned By
Each 9 Sole Dispositive Power
Reporting 32,500 shares 0.1%
Person -----------------------------------------------------------------
With
10 Shared Dispositive Power
7,642,042 shares 34.3%
- -------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned By Each Reporting Person
16,646,068 shares
- -------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* / /
- -------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
74.7%
- -------------------------------------------------------------------------------
14 Type of Reporting Person*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
8
<PAGE>
13D
CUSIP
No. 652503103
Page 9 of 39 Pages
- -------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification Nos. of Above Persons (Entities Only)
Ronald Lightstone
- -------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group* (a) / /
(b) / /
- -------------------------------------------------------------------------------
3 SEC Use Only
- -------------------------------------------------------------------------------
4 Source of Funds* PF,00
- -------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e) / /
- -------------------------------------------------------------------------------
6 Citizenship or Place of Organization United States
- -------------------------------------------------------------------------------
7 Sole Voting Power
964,920 shares 4.3%
-----------------------------------------------------------------
Number of
Shares 8 Shared Voting Power
Beneficially 7,642,042 shares 34.3%
Owned By -----------------------------------------------------------------
Each
Reporting 9 Sole Dispositive Power
Person 964,920 shares 4.3%
With -----------------------------------------------------------------
10 Shared Dispositive Power
7,642,042 shares 34.3%
- -------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned By Each Reporting Person
16,646,068 shares
- -------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* / /
- -------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
74.7%
- -------------------------------------------------------------------------------
14 Type of Reporting Person*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
9
<PAGE>
13D
CUSIP
No. 652503103
Page 10 of 39 Pages
- -------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification Nos. of Above Persons (Entities Only)
Elkes Limited Partnership
- -------------------------------------------------------------------------------
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 Pursuant to Item
2(d) or 2(e) / /
- -------------------------------------------------------------------------------
6 Citizenship or Place of Organization Delaware
- -------------------------------------------------------------------------------
7 Sole Voting Power
4,009,848 shares 18.0%
-----------------------------------------------------------------
Number of 8 Shared Voting Power
Shares 0 shares 0%
Beneficially -----------------------------------------------------------------
Owned By
Each 9 Sole Dispositive Power
Reporting 4,009,848 shares 18.0%
Person -----------------------------------------------------------------
With
10 Shared Dispositive Power
0 shares 0%
- -------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned By Each Reporting Person
16,646,068 shares
- -------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* / /
- -------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
74.7%
- -------------------------------------------------------------------------------
14 Type of Reporting Person*
PN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
10
<PAGE>
13D
CUSIP
No. 652503103
Page 11 of 39 Pages
- -------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification Nos. of Above Persons (Entities Only)
Gorman Limited Partnership
- -------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group* (a) / /
(b) / /
- -------------------------------------------------------------------------------
3 SEC Use Only
- -------------------------------------------------------------------------------
4 Source of Funds* 00
- -------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e) / /
- -------------------------------------------------------------------------------
6 Citizenship or Place of Organization Delaware
- -------------------------------------------------------------------------------
7 Sole Voting Power
4,009,847 shares 18.0%
-----------------------------------------------------------------
Number of
Shares 8 Shared Voting Power
Beneficially 0 shares 0%
Owned By -----------------------------------------------------------------
Each
Reporting 9 Sole Dispositive Power
Person 4,009,847 shares 18.0%
With -----------------------------------------------------------------
10 Shared Dispositive Power
0 shares 0%
- -------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned By Each Reporting Person
16,646,068 shares
- -------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* / /
- -------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
74.7%
- -------------------------------------------------------------------------------
14 Type of Reporting Person*
PN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
11
<PAGE>
This statement, dated January 8, 1999 constitutes Amendment No. 4 to the
Schedule 13D, dated March 28, 1997, regarding the reporting persons' ownership
of certain securities of NewStar Media Inc. (formerly known as Dove
Entertainment, Inc.) (the "Issuer").
ITEM 1. Security and Issuer
(a) Common Stock, $0.01 par value per share (CUSIP No. 652503 10 3)
("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.
12
<PAGE>
(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 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) NewStar Media 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: 500 5th Avenue, Suite #3520, New York, NY 10110
(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: 500 5th Avenue, Suite #3520, New York, NY 10110
13
<PAGE>
(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
(b) Address: Apollo Partners, 500 5th Avenue, Suite #3520, New
York, NY 10110
(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 manager of Media Equities, a member and manager of Apollo,
the managing general partner of Elkes Limited Partnership, and the Chairman of
the Board of Directors of the Issuer.
4.
(a) Kenneth F. Gorman
(b) Address: Apollo Partners, 500 5th Avenue, Suite #3520, New
York, NY 10110
(c) Principal occupation: Investor
14
<PAGE>
(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 manager of Media Equities, a member and manager of
Apollo, the managing general partner of Gorman Limited Partnership, and the
Vice-Chairman of the Board of Directors of the Issuer.
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
(b) Address: H.A.M. Media Group, 305 Madison Avenue, Suite 3016,
New York, New York 10017
(c) Principal occupation: Investor
15
<PAGE>
(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 manager of Media Equities, a member and manager of H.A.M.
Media, and a director of the Issuer.
7.
(a) Bruce Maggin
(b) Address: H.A.M. Media Group, 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 manager of Media Equities, a member and manager of H.A.M.
Media, and a director of the Issuer.
8.
(a) Ronald Lightstone
(b) Address: NewStar Media Inc., 8955 Beverly Boulevard, Los
Angeles, California 90048
(c) Principal occupation: President and Chief Executive Officer of
the Issuer
16
<PAGE>
(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 the
President and Chief Executive Officer and a director of the Issuer.
9.
(a) Elkes Limited Partnership ("ELP"), a limited partnership
organized under the limited partnership laws of the State of
Delaware.
(b) Address: c/o Apollo Partners, 500 5th Avenue, Suite #3520, New
York, NY 10110
(c) Principal Business: Investments
(d) Within the last five (5) years, ELP has not been convicted in
any criminal proceeding.
(e) Within the last five (5) years, GLP 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 managing general partner of ELP is Terrence A. Elkes.
10.
(a) Gorman Limited Partnership ("GLP"), a limited partnership
organized under the limited partnership laws of the State of
Delaware.
(b) Address: c/o Apollo Partners, 500 5th Avenue, Suite #3520,
New York, NY 10110
(c) Principal Business: investments
(d) Within the last five (5) years, GLP has not been convicted in
any criminal proceeding.
17
<PAGE>
(e) Within the last five (5) years, GLP 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 managing general partner of GLP is Kenneth F. Gorman.
ITEM 3. Source and Amount of Funds or Other Consideration.
(a) 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
In addition to the securities purchased pursuant to each of the Stock Purchase
Agreement, the Securities Purchase Agreement, the First Securities Purchase
Agreement and the Second Securities Purchase Agreement, Media Equities has
acquired (i) 308,028 shares of Common Stock from the Issuer as payment of the
consulting fees payable by the Issuer to Media Equities pursuant to the
Consulting Agreement (including those payments which were to have been made in
cash) (see Item 4 herein), (ii) 34,014 shares of Common Stock from the Issuer as
payment of a guarantee fee payable by the Issuer to Media Equities and (iii)
582,000 shares of Common Stock as payment of accrued dividends on the referred
Stock. The amount of the consideration for the acquisition of such securities is
set forth below:
18
<PAGE>
NAME AMOUNT OF CONSIDERATION
---- -----------------------
Media Equities $300,000
Media Equities $ 50,000
Media Equities $695,552
(b) ELP obtained funds for the purchase of shares from its working capital,
which in turn was obtained from contributions from its partners (Terrence Elkes
and Kenneth Gorman), from personal funds. The amount of funds used in making the
purchases pursuant to each of the First Elkes/Gorman/Lightstone Purchase
Agreement and the Second Elkes/Gorman/Lightstone Purchase Agreement and on
December 31, 1998, respectively (see Item 4 herein) is set forth below:
NAME AMOUNT OF CONSIDERATION
---- -----------------------
Elkes Limited Partnership $2,500,000
Elkes Limited Partnership $ 153,000
Elkes Limited Partnership $ 250,000
(c) GLP obtained funds for the purchase of shares from its working capital,
which in turn was obtained from contributions from its partners (Kenneth Gorman
and Terrence Elkes), from personal funds. The amount of funds used in making the
purchases pursuant to each of the First Elkes/Gorman/Lightstone Purchase
Agreement and the Second Elkes/Gorman/Lightstone Purchase Agreement and on
December 31, 1998, respectively (see Item 4 herein), is set forth below:
NAME AMOUNT OF CONSIDERATION
---- -----------------------
Gorman Limited Partnership $2,500,000
Gorman Limited Partnership $ 153,000
Gorman Limited Partnership $ 250,000
(d) Pursuant to his employment agreement with the Issuer, Ronald Lightstone is
to receive 400,000 shares of Common Stock. As of the date of this filing,
200,000 of such shares have vested and 22,222 will vest within the next 60 days.
Ronald Lightstone, pursuant to the First Elkes/Gorman/Lightstone Purchase
Agreement, purchased 347,705 shares of Common Stock from the Issuer for
$500,000, which funds were his personal funds. On December 31, 1998, Mr.
Lightstone acquired an additional 347,705 shares of Common Stock to effect a
change in the purchase price of the 347,705 shares previously purchased. Ronald
Lightstone, pursuant to the Second Elkes/Gorman/Lightstone Purchase Agreement,
purchased 47,288 shares of Common Stock from the Issuer for $34,000, which funds
were his personal funds.
19
<PAGE>
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
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
20
<PAGE>
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 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.
21
<PAGE>
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 seven directors.
Additionally, Ronald Lightstone was appointed 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.
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.
22
<PAGE>
Pursuant to guaranty agreements, each dated as of November 4, 1997,
each of Messrs. Elkes, Gorman, Healy, Lightstone and Maggin have agreed to
guaranty the obligations of the Issuer under the Issuer's credit facility with
the Chase Manhattan Bank, in an amount not to exceed the lesser of $4,000,000
and the outstanding principal of and any interest on all loans made under such
credit facility in excess of the borrowing base (which borrowing base will be
equal to or less than $6,000,000). The Issuer is not permitted to borrow any
amounts under such credit facility in excess of the borrowing base without the
prior written approval of Media Equities. The Issuer has agreed to pay Media
Equities a fee of $50,000 for such guaranty by its principals.
On July 8, 1998, Media Equities agreed to accept payment of accrued
dividends on the Preferred Stock for year ended December 31, 1997 in the form of
Common Stock. On July 30, 1998, Media Equities agreed to accept payment of
accrued dividends on the Preferred Stock for the quarter ended March 31, 1998
and June 30, 1998 in the form of Common Stock. The aggregate amount of accrued
dividends (plus accrued interest) was $588,897. On August 17, 1998 Media
Equities acquired 392,854, shares of Common Stock as payment of such accrued
dividends. On November 11, 1998, Media Equities agreed to accept payment of
accrued dividends on the Preferred Stock for the quarter ended September 30,
1998. The aggregate amount of accrued dividends was $ $106,655. In December
1998, Media Equities acquired 189,146 shares of Common Stock as payment of such
accrued dividends.
Ronald Lightstone and the Issuer are parties to an employment
agreement, dates as of February 4, 1998. Mr. Lightstone is employed as the
President and Chief Executive Officer of the Issuer. The term of Mr.
Lightstone's employment agreement commenced on June 10, 1997 and ends on June
10, 1999. Pursuant to the agreement Mr. Lightstone was granted 400,000 shares of
Common Stock, ownership of which will vest over a three year period (1/36 of
such shares vesting each month), commencing July 1997. As of the date of this
filing 200,000 shares of such employment agreement shares have vested and an
additional 22,222 will vest within 60 days.
On August 31, 1998, Ronald Lightstone, ELP, and GLP consummated the
transactions contemplated by a Stock Purchase Agreement dated as of July 30,
1998 among the Issuer, Apollo and Mr. Lightstone (the "First
Elkes/Gorman/Lightstone Purchase Agreement") pursuant to which (i) ELP, as
assignee of Apollo, purchased 1,738,526 shares of Common Stock from the Issuer
for a cash purchase price of $2,500,000, (ii) GLP, as assignee of Apollo,
purchased 1,738,526 shares of Common Stock from the Issuer for a cash purchase
price of $2,500,000 and (iii) Mr. Lightstone purchased 347,705 shares of Common
Stock from the Issuer for a cash purchase price of $500,000. In the event of the
default by the Issuer in the observance of certain covenants enumerated in the
First Elkes/Gorman/Lightstone Purchase Agreement, ELP, GLP, and Mr. Lightstone
have the right to appoint two additional 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 they no
longer own at least 750,000 shares of Common Stock. Pursuant to the First
23
<PAGE>
Elkes/Gorman/Lightstone Stock Purchase Agreement, ELP, GLP and Mr. Lightstone
were also granted registration rights pursuant to which the Issuer has agreed to
prepare and file with the Securities and Exchange Commission one or more
registration statements providing for the sale of the shares purchased pursuant
to such agreement.
On November 16, 1998, Ronald Lightstone, ELP, and GLP consummated the
transactions contemplated by a Stock Purchase Agreement dated as of November 12,
1998 among the Issuer, Apollo and Mr. Lightstone (the "Second
Elkes/Gorman/Lightstone Purchase Agreement") pursuant to which (i) ELP, as
assignee of Apollo, purchased 212,796 shares of Common Stock from the Issuer for
a cash purchase price of $153,000, (ii) GLP, as assignee of Apollo, purchased
212,795 shares of Common Stock from the Issuer for a cash purchase price of
$153,000 and (iii) Mr. Lightstone purchased 47,288 shares of Common Stock from
the Issuer for a cash purchase price of $34,000. In the event of the default by
the Issuer in the observance of certain covenants enumerated in the Second
Elkes/Gorman/Lightstone Purchase Agreement, ELP, GLP, and Mr. Lightstone have
the right to appoint two additional 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 they no longer owns at
least 750,000 shares of Common Stock. Pursuant to the Second
Elkes/Gorman/Lightstone Stock Purchase Agreement, ELP, GLP and Mr. Lightstone
were also granted registration rights pursuant to which the Issuer has agreed to
prepare and file with the Securities and Exchange Commission one or more
registration statements providing for the sale of the shares purchased pursuant
to such agreement.
The Second Elkes/Gorman/Lightstone Purchase Agreement provides that
ELP, GLP and Lightstone have the option to adjust the purchase price of the
Common Stock purchased by them under the First Elkes/Gorman/Lightstone Purchase
Agreement to a price equal to $0.719 per share. Such right was effective during
the period November 16, 1998 to January 10, 1999. In December, 1998, ELP, GLP,
and Mr. Lightstone elected to exercise their right to adjust the purchase price.
Accordingly, to effect such adjustment in the purchase price, on December 31,
1998, ELP, received 1,738,526 shares of Common Stock, GLP received 1,738,526
shares of Common Stock and Ronald Lightstone received 347,705 shares of Common
stock.
On December 31, 1998, ELP purchased from the Issuer 320,000 shares of
Common Stock for $250,000. On December 31, 1998, GLP purchased from the Issuer
320,000 shares of Common Stock for $250,000.
ITEM 5. Interests in Securities of the Issuer.
24
<PAGE>
The following list sets forth the aggregate number and percentage 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 December 31, 1998:
NAMES SHARES OF PERCENTAGE OF SHARES
COMMON STOCK OF COMMON STOCK
BENEFICIALLY BENEFICIALLY OWNED (3)
OWNED (1)(2)
- -------------------------------- --------------------- ------------------------
Media Equities (4) 16,646,068 74.7%
- -------------------------------- --------------------- ------------------------
Apollo (5) 16,646,068 74.7%
- -------------------------------- --------------------- ------------------------
Terrence A. Elkes (5) 16,646,068 74.7%
- -------------------------------- --------------------- ------------------------
Kenneth F. Gorman (5) 16,646,068 74.7%
- -------------------------------- --------------------- ------------------------
H.A.M. Media (5) 16,646,068 74.7%
- -------------------------------- --------------------- ------------------------
John T. Healy (6) 16,646,068 74.7%
- -------------------------------- --------------------- ------------------------
Bruce Maggin(7) 16,646,068 74.7%
- -------------------------------- --------------------- ------------------------
Ronald Lightstone(8) 16,646,068 74.7%
- -------------------------------- --------------------- ------------------------
Elkes Limited Partnership(9) 16,646,068 74.7%
- -------------------------------- --------------------- ------------------------
Gorman Limited Partnership (10) 16,646,068 74.7%
- -------------------------------- --------------------- ------------------------
(1) (a) Media Equities owns directly (i) 1,424,042 shares of Common Stock, (ii)
3,000,000 shares of Common Stock issuable upon exercise of Warrants, (iii)
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, (iv) 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 (v)
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.
(b) ELP owns directly 4,009,848 shares of Common Stock.
(c) GLP owns directly 4,009,847 shares of Common Stock.
(d) Ronald Lightstone owns directly 964,920 shares of Common Stock. Mr.
Lightstone has the right to receive an additional 177,778 shares on Common
Stock pursuant to his Employment Agreement. Because those shares have not
yet vested and will not vest within 60 days from the date of this filing
those shares have not been included as being beneficially owned by Mr.
Lightstone.
25
<PAGE>
(e) Bruce Maggin owns directly 32,500 shares of Common Stock.
(f) John T. Healy owns directly 5,000 shares of Common Stock.
For purposes of this filing, all reporting persons have been deemed to
beneficially own all of the shares set forth in this note (1).
(2) Does not include shares of Common Stock to be acquired by Media Equities
pursuant to the Consulting Agreement referred to in Item 6(g), the amount
of which is indeterminable as of the date hereof.
(3) For purposes of calculating the percentage of shares beneficially owned,
the following shares are deemed to be outstanding for all reporting
persons, for all purposes: (i) 11,337,625, as reported in the Issuer's
10-QSB for the quarter ended September 30, 1998; (ii) 59,260 shares that
have vested pursuant to Mr. Lightstone's employment agreement but were not
included in the number of shares in (i) above; (iii) 22,222 shares that
will vest pursuant to Mr. Lightstone's employment agreement within 60 days
from the date of this filing; (iv) 189,146 shares issued as dividends on
Preferred Stock that were not included in the number of shares in (i)
above; (v) 3,000,000 shares issuable upon exercise of warrants; (vi)
2,000,000 shares issuable upon conversion of Series B Preferred Stock;
(vii) 960,000 shares issuable upon conversion of Series C Preferred Stock;
(viii) 258,000 shares issuable upon conversion of Series D Preferred Stock;
(ix) 1,738,526 shares which Elkes Limited Partnership acquired from the
Issuer on December 31, 1998 to effect the change in the purchase price of
shares previously purchased by Elkes Limited Partnership; (x) 1,738,526
shares which Gorman Limited Partnership acquired from the Issuer on
December 31, 1998 to effect the change in the purchase price of shares
previously purchased by Gorman Limited Partnership, (xi) 347,705 shares
which Mr. Lightstone acquired from the Issuer on December 31, 1998, to
effect the change in the purchase price of shares previously purchased by
Mr. Lightstone, (xii) 320,000 shares acquired by Elkes Limited Partnership
from the Issuer on December 31, 1998 and (xiii) 320,000 shares acquired by
Gorman Limited Partnership from the Issuer on December 31, 1998.
Accordingly, for purposes of calculating the percentage of shares
beneficially owned, the total number of outstanding shares is deemed to be
22,191,010.
(4) Media Equities, disclaims beneficial ownership of the shares of Common
Stock referred to in note (1)(b),(c),(d),(e), and (f).
(5) Each of Apollo, H.A.M., Terrance Elkes and Kenneth Gorman disclaims
beneficial ownership of the shares of Common Stock referred to in note (1).
(6) John T. Healy disclaims beneficial ownership of the shares of Common Stock
referred to in note (1) (a),(b),(c),(d), and (e).
26
<PAGE>
(7) Bruce Maggin disclaims beneficial ownership of the shares of Common Stock
referred to in note (1) (a),(b),(c),(d), and (f).
(8) Ronald Lightstone disclaims beneficial ownership of the shares of Common
Stock referred to in note (1) (a),(b),(c),(e), and (f).
(9) ELP disclaims beneficial ownership of the shares of Common Stock referred
to in note (1) (a),(c),(d),(e), and (f).
(10) GLP disclaims beneficial ownership of the shares of Common Stock referred
to in note (1) (a),(b),(d),(e), and (f).
(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 note (1)(a) 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 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. In addition, by virtue of being the managing
general partner of ELP, Mr. Elkes has sole power to cast all
votes to which ELP has the right to cast and has sole power to
dispose of all shares of Common Stock directly owned by ELP
(i.e. those shares referred to in note (1)(b) of the foregoing
chart).
By virtue of being a member and a manager of Apollo 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. In addition, by virtue of being the managing
general partner of GLP, Mr. Gorman has sole power to cast all
votes to which GLP has the right to cast and has sole power to
dispose of all shares of Common Stock directly owned by GLP
(i.e. those shares referred to in note (1)(c) of the foregoing
chart).
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.
27
<PAGE>
By virtue of being a member and a manager of H.A.M. Media 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 less
than 0.1% of the outstanding Common Stock.
By virtue of being a member and manager of H.A.M. Media 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
less than 0.1% 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. Ronald
Lightstone has sole power to vote and dispose of all shares
Common Stock. referred to in note (1)(d) of the foregoing
chart.
ELP has the sole power to cast all votes and sole power to
dispose of all shares, with respect to the Common Stock
referred to in note (1)(b) in the foregoing chart.
GLP has the sole power to cast all votes and sole power to
dispose of all shares, with respect to the Common Stock
referred to in note (1)(c) in the foregoing chart.
(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 December 31, 1998 inclusive.
<PAGE>
28
<TABLE>
<CAPTION>
NAME OF DATE OF SECURITIES PURCHASE PRICE
SHAREHOLDER ACQUISITION ACQUIRED
- ---------------------------- -------------------------- ----------------------------- --------------------------
<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
125,000 shares of
Common Stock (1)
- ---------------------------- -------------------------- ----------------------------- --------------------------
Media Equities 5/13/97 250 shares of Series $ 250,000
B Preferred Stock
(1)
- ---------------------------- -------------------------- ----------------------------- --------------------------
Media Equities 6/3/97 Warrant to purchase $ 375
375,000 shares of
Common Stock (1)
- ---------------------------- -------------------------- ----------------------------- --------------------------
Media Equities 6/3/97 750 shares of Series $ 750,000
B Preferred Stock
(1)
- ---------------------------- -------------------------- ----------------------------- --------------------------
Media Equities 6/13/97 Warrant to purchase $1,570,000
825,000 shares of
Common Stock and
1,570 shares of
Series C Preferred
Stock (2)
- ---------------------------- -------------------------- ----------------------------- --------------------------
Media Equities 6/13/97 214,113 shares of $ 516,000
Series D Preferred
Stock (2)
- ---------------------------- -------------------------- ----------------------------- --------------------------
Media Equities 6/13/97 500,000 shares of $1,000,000
Common Stock (2)
- ---------------------------- -------------------------- ----------------------------- --------------------------
Media Equities 8/15/97 Warrant to purchase $ 100,000
50,000 shares of
Common Stock and
100 shares of Series
C Preferred Stock
(3)
- ---------------------------- -------------------------- ----------------------------- --------------------------
</TABLE>
29
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------- -------------------------- ----------------------------- --------------------------
<S> <C> <C> <C>
Media Equities 8/22/97 Warrant to purchase $ 250,000
125,000 shares of
Common Stock and
250 shares of Series
C Preferred Stock
(4)
- ---------------------------- -------------------------- ----------------------------- --------------------------
Media Equities 8/17/98 68,028 shares of $ 100,000
Common Stock (5)
- ---------------------------- -------------------------- ----------------------------- --------------------------
Media Equities 8/17/98 34,014 shares of $ 50,000
Common Stock (6)
- ---------------------------- -------------------------- ----------------------------- --------------------------
Media Equities 8/17/98 392,854 shares of $ 588,897
Common Stock (7)
- ---------------------------- -------------------------- ----------------------------- --------------------------
Media Equities 5/22/98 240,000 shares of $ 200,000
Common Stock (8)
- ---------------------------- -------------------------- ----------------------------- --------------------------
Media Equities 11/11/98 189,146 shares of $ 106,655
Common Stock (9)
- ---------------------------- -------------------------- ----------------------------- --------------------------
Ronald Lightstone 8/31/98 347,705 shares of $ 500,000
Common Stock (10)
- ---------------------------- -------------------------- ----------------------------- --------------------------
Ronald Lightstone 2/4/98 400,000 shares of (11)
Common Stock (11)
- ---------------------------- -------------------------- ----------------------------- --------------------------
Ronald Lightstone 11/16/98 47,288 shares of $ 34,000
Common Stock (12)
- ---------------------------- -------------------------- ----------------------------- --------------------------
Ronald Lightstone 12/31/98 347,705 shares of Common (13)
Stock (13)
- ---------------------------- -------------------------- ----------------------------- --------------------------
Elkes Limited 8/31/98 1,738,526 shares of $2,500,000
Partnership Common Stock (14)
- ---------------------------- -------------------------- ----------------------------- --------------------------
Elkes Limited 11/16/98 212,796 shares of $ 153,000
Partnership Common Stock (15)
- ---------------------------- -------------------------- ----------------------------- --------------------------
Elkes Limited 12/31/98 1,738,526 shares of Common (16)
Partnership Stock (16)
- ---------------------------- -------------------------- ----------------------------- --------------------------
Elkes Limited 12/31/98 320,000 shares of Common $ 250,000
Partnership Stock (17)
- ---------------------------- -------------------------- ----------------------------- --------------------------
Gorman Limited 8/31/98 1,738,526 shares of $2,500,000
Partnership Common Stock (18)
- ---------------------------- -------------------------- ----------------------------- --------------------------
Gorman Limited 11/16/98 212,795 shares of $ 153,000
Partnership Common Stock (19)
- ---------------------------- -------------------------- ----------------------------- --------------------------
</TABLE>
30
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------- -------------------------- ----------------------------- --------------------------
<S> <C> <C> <C>
Gorman Limited 12/31/98 1,738,526 shares of Common (20)
Partnership Stock(20)
- ---------------------------- -------------------------- ----------------------------- --------------------------
Gorman Limited 11/16/98 320,000 shares of Common $ 250,000
Partnership Stock(21)
- ---------------------------- -------------------------- ----------------------------- --------------------------
</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.
(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.
(5) Media Equities acquired securities of the Issuer as payment of the stock
portion of the consulting fee pursuant to the Consulting Agreement. See
Item 4 herein.
(6) Media Equities acquired securities of the Issuer as payment of a guaranty
fee. See Item 4 herein.
(7) Media Equities acquired securities as payment of accrued dividends on
Preferred Stock (in lieu of cash payments). See Item 4 herein.
(8) Media Equities acquired securities as payment of the cash portion of the
consulting fee pursuant to the Consulting Agreement (in lieu of receiving
cash). See Item 4 herein.
(9) Media Equities acquired securities as payment of accrued dividends on
Preferred Stock (in lieu of cash payments). See Item 4 herein.
(10) Ronald Lightstone acquired securities of the Issuer in a private placement
pursuant to the First Elkes/Gorman/Lightstone Stock Purchase Agreement. See
Item 4 herein.
(11) Ronald Lightstone acquired securities of the Issuer pursuant to his
employment agreement. Not all of these shares have vested. As of the date
of this filing 200,000 of such shares have vested and 22,222 will vest
within the next 60 days. See Item 4 herein.
31
<PAGE>
(12) Ronald Lightstone acquired securities of the Issuer in a private placement
pursuant to the Second Elkes/Gorman/Lightstone Purchase Agreement. See Item
4 herein.
(13) As provided for in the Second Elkes/Gorman/Lightstone Purchase Agreement,
Ronald Lightstone acquired securities of the Issuer to effect the
adjustment of the purchase price of shares of Common Stock acquired by Mr.
Lightstone under the First Elkes/Gorman/Lightstone Purchase Agreement. See
Item 4 herein.
(14) ELP acquired securities of the Issuer in a private placement pursuant to
the First Elkes/Gorman/Lightstone Purchase Agreement. See Item 4 herein.
(15) ELP acquired securities of the Issuer in a private placement pursuant to
the Second Elkes/Gorman/Lightstone Purchase Agreement. See Item 4 herein.
(16) As provided for in the Second Elkes/Gorman/Lightstone Purchase Agreement,
ELP acquired securities of the Issuer to effect the adjustment of the
purchase price of shares of Common Stock acquired by ELP under the First
Elkes/Gorman/Lightstone Purchase Agreement. See Item 4 herein.
(17) On December 31, 1998, ELP purchased from the Issuer 320,000 shares of
Common Stock for $250,000.
(18) GLP acquired securities of the Issuer in a private placement pursuant to
the First Elkes/Gorman/Lightstone Purchase Agreement. See Item 4 herein.
(19) GLP acquired securities of the Issuer in a private placement pursuant to
the Second Elkes/Gorman/Lightstone Purchase Agreement. See Item 4 herein.
(20) As provided for in the Second Elkes/Gorman/Lightstone Purchase Agreement,
GLP acquired securities of the Issuer to effect the adjustment of the
purchase price of shares of Common Stock acquired by ELP under the first
Elkes/Gorman/Lightstone Purchase Agreement. See Item 4 herein.
(21) On December 31, 1998, GLP purchased from the Issuer 320,000 shares of
Common Stock for $250,000.
(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.
32
<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.
33
<PAGE>
(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.
(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.
34
<PAGE>
(m) Ronald Lightstone acquired certain shares of Common Stock from
the Issuer pursuant to the First Elkes/Gorman/Lightstone
Purchase Agreement and the Second Elkes/Gorman/Lightstone
Purchase Agreement. See Item 4.
(n) Pursuant to the First Elkes/Gorman/Lightstone Purchase
Agreement and the Second Elkes/Gorman/Lightstone Stock
Purchase Agreement, ELP, GLP and Mr. Lightstone were granted
registration rights. The Issuer has agreed to prepare and file
with the Securities and Exchange Commission, one or more
registration statements providing, among other things, for the
sale by ELP, GLP or Mr. Lightstone, the shares of Common Stock
purchased under such agreements. See Item 4.
(o) ELP is a limited partnership established and governed by the
limited partnership laws of the State of Delaware and a
partnership agreement. Pursuant to such agreement, voting and
investment power over the securities of the Issuer held by ELP
is vested in its managing general partner - Terrance Elkes.
ELP, as assignee of Apollo, acquired shares of Common Stock
from the Issuer pursuant to the First Elkes/Gorman/Lightstone
Purchase Agreement and the Second Elkes/Gorman/Lightstone
Purchase Agreement. See Item 4 herein.
(p) GLP is a limited partnership established and governed by the
law of the State of Delaware and a partnership agreement.
Pursuant to such agreement, voting and investment power over
he securities of the Issuer help by GLP is vested in its
managing general partner - Kenneth Gorman. GLP, as assignee of
Apollo acquired shares of Common Stock from the Issuer
pursuant to the First Elkes/Gorman/Lightstone Purchase
Agreement and the Second Elkes/Gorman/Lightstone Purchase
Agreement. See Item 4 herein.
(q) Ronald Lightstone acquired certain shares of common stock from
the Issuer pursuant to his employment agreement. See Item 4.
(r) 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.
35
<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 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, incorporated by reference herein from Amendment No. 2 to
Schedule 13-D filed September 11, 1997.
Exhibit 5 - Securities Purchase Agreement, dated August 22, 1997,
between Media Equities International, LLC a New York limited liability company
and Al Bussen incorporated by reference herein from the Amendment No. 2 to
Schedule 13-D filed September 11, 1997.
Exhibit 6 - Stock Purchase Agreement, dated as of July 30, 1998. among
NewStar Media Inc., Apollo Partners, LLC and Ronald Lightstone, incorporated by
reference herein from Amendment No. 3 to Schedule 13-D filed December 16, 1998.
Exhibit 7 - Stock Purchase Agreement, dated as of November 12, 1998,
among NewStar Media Inc., Apollo Partners, LLC and Ronald Lightstone,
incorporated by reference herein from Amendment No. 3 to Schedule 13-D filed
December 16, 1998.
Exhibit 8 - Agreement of Limited Partnership of Elkes Limited
Partnership dated as of August 28,1998, incorporated by reference herein from
Amendment No. 3 to Schedule 13-D filed December 16, 1998.
Exhibit 9 - Agreement of Limited Partnership of Gorman Limited
Partnership dated as of August 28,1998, incorporated by reference herein from
Amendment No. 3 to Schedule 13-D filed December 16, 1998.
Exhibit 10 - Agreement that Schedule 13D is being filed on behalf of
Media Equities, Apollo, H.A.M. Media, Terrence A. Elkes, Kenneth F. Gorman,
Bruce Maggin, John T. Healy, and Ronald Lightstone. See statement below.
36
<PAGE>
Pursuant to Rule 13d-1(k)(1) this Schedule 13D is being filed on behalf
of each of Media Equities, Apollo, H.A.M. Media, Terrence A. Elkes, Kenneth F.
Gorman, Bruce Maggin, John T. Healy, Ronald Lightstone, Elkes Limited
Partnership and Gorman Limited Partnership. By their signatures on this Schedule
13D, each of Media Equities, Apollo, H.A.M. Media, Terrence A. Elkes, Kenneth F.
Gorman, Bruce Maggin, John T. Healy, Ronald Lightstone, Elkes Limited
Partnership and Gorman Limited Partnership agrees for itself or himself, that
this Schedule 13D is filed on behalf of each of them.
[SIGNATURES ON FOLLOWING PAGE]
37
<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: January 8, 1999
MEDIA EQUITIES INTERNATIONAL, LLC
By: /s/ RONALD LIGHTSTONE
Name: Ronald Lightstone
Title: Member
APOLLO PARTNERS LLC
By: /S/ KENNETH F. GORMAN
Name: Kenneth F. Gorman
Title: Member
/S/ TERRENCE A. ELKES
- ----------------------------------------
Terrence A. Elkes
/S/ KENNETH F. GORMAN
- ----------------------------------------
Kenneth F. Gorman
38
<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
ELKES LIMITED PARTNERSHIP
By: /S/ TERRENCE A. ELKES
Name: Terrence A. Elkes
Title: Managing General Partner
GORMAN LIMITED PARTNERSHIP
By: /S/ KENNETH F. GORMAN
Name: Kenneth F. Gorman
Title: Managing General Partner
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
39
