UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
MOOVIES, INC.
(Name of Issuer)
Common Stock, $.001 Par Value
(Title of Class of Securities)
616347 10 0
(CUSIP Number)
Robert F. Dow, 2800 One Atlantic Center, 1201 West Peachtree Street,
Atlanta, Georgia 30309-3400; (404) 873-8706
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 28 - December 31, 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 |_|.
Check the following box if a fee is being paid with the statement |_|. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 616347 10 0 Page 2 of 6
SCHEDULE 13D
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1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person
Douglas M. Raines
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2 Check the Appropriate Box if a Member of a Group (a)|_|
(b)|_|
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3 SEC Use Only
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4 Source of Funds
PF
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5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d)or 2(E) |_|
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6 Citizenship or Place of Organization
South Carolina
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7 Sole Voting Power
5,000*
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8 Shared Voting Power
542,950
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9 Sole Dispositive Power
5,000*
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10 Shared Dispositive Power
542,950
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
547,950*
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares |_|
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13 Percent of Class Represented by Amount in Row (11)
4.4%
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14 Type of Reporting Person
IN
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SEE INSTRUCTIONS BEFORE FILLING OUT
*Includes 5,000 subject to currently exercisable options.
502766.1
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CUSIP NO. 616347 10 0 Page 3 of 6
Item 1. Security and Issuer.
This statement relates to the Common Stock, $.001 par value, of
Moovies, Inc., a Delaware corporation (the "Company"). The principal executive
offices of the Company are located at:
201 Brookfield Parkway
Suite 200
Greenville, South Carolina 29607
Item 2. Identity and Background.
1. (a) Douglas M. Raines.
(b) 201 Brookfield Parkway, Suite 200, Greenville, South
Carolina 29607.
(c) Director, Moovies, Inc., 201 Brookfield Parkway,
Suite 200, Greenville, South Carolina 29607.
(d) None.
(e) None.
(f) United States.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Raines received the securities which are the subject of this report
pursuant to the merger ("1995 Merger") of Tonight's Feature Limited Partnership
II, a South Carolina limited partnership ("Tonight's Feature"), and Tonight's
Feature, Inc., a South Carolina corporation and the general partner of Tonight's
Feature, into Moovies, Inc. on August 9, 1995, in exchange for his 50% equity
ownership of Tonight's Feature, Inc. Tonight's Feature, Inc. beneficially owned
90.1% of the partnership interests of Tonight's Feature. The merger was effected
in conjunction with Moovies, Inc.'s initial public offering of common stock and
its acquisition of several video specialty store chains.
On December 13, 1995, the reporting person made a gift of 12,000 shares
to a personal friend.
From October 28 through December 31, 1997 an aggregate of 86,199 Shares
were sold by the pledgee of such Shares after foreclosure in connection with a
margin call ("Margin Call").
Item 4. Purpose of Transaction.
See Item 3 above. The purpose of the 1995 Merger was to provide
Tonight's Feature, a limited partnership, with a corporate entity to conduct an
initial public offering of its common stock and to consummate the acquisitions
of several video specialty store chains. The disposition of stock in
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CUSIP NO. 616347 10 0 Page 4 of 6
December 1995 was a gift. The Margin Calls were effected by a pledgee to satisfy
a pre-existing debt without any specific intent or purpose on the part of the
Reporting Person.
The Company has entered into an Agreement and Plan of Merger by and
among Video Update, Inc. ("Video Update"), VUI Merger Corp. ("Sub") and the
Company dated as of July 9, 1997, as amended by Amendment to Agreement and Plan
of Merger dated as of October 27, 1997 ("Merger Agreement"). The Merger
Agreement is included as Exhibit B hereto. Pursuant to the Merger Agreement, the
Company will merge ("Video Update Merger") with and into Sub, a wholly-owned
subsidiary of Video Update, and each share of Common Stock will be converted
into the right to receive 75 shares of Class A Common Stock of Video Update
(Nasdaq/NMS Symbol: VUI). Sub will be surviving corporation and the Common Stock
of the Company will be delisted from Nasdaq. The Video Update Merger is subject
to approval of the stockholders of Video Update and the Company, and several
other contingencies, as described in the Merger Agreement. The Reporting Person
has agreed to vote his shares of Common Stock in favor of the Merger. See Item
6. Except as contemplated pursuant to the 1995 Merger and the Video Update
Merger, the reporting person has no plans or proposals which relate to or would
result in any of the occurrences listed in the instructions to Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) and (b) See Items 7, 8, 9, 10, 11 and 13 of cover pages.
(c) See Item 3. The Margin Call sales were effected by Prudential
Securities Incorporated ("PSI") as pledgee through the Nasdaq
Stock Market at prices ranging from $1.00 to $2.00 per share.
(d) PSI has the right to receive proceeds from the sale of the
securities.
(e) This Amendment is filed to report that the Reporting Person
ceased to be a beneficial owner of more than 5% of the
outstanding Common Stock on November 13, 1997.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to the Issuer.
The Reporting Person and the other directors and the executive officers
of the Company, and the directors and certain officers of Video Update, Inc.
("Video Update"), have entering into the Amended and Restated Voting Agreement
(the "Voting Agreement") dated October 27, 1997. Pursuant to the Voting
Agreement, the Reporting Person and the other directors and the executive
officers of the Company have agreed to vote their respective shares of Common
Stock in favor of the Video Update Merger. See Item 4 and Exhibit D hereto.
Item 7. Material to be Filed as Exhibits.
(a) Exhibit A - Agreement and Plan of Merger dated June 15, 1995
(Incorporated by reference to Exhibit 2.1 to Moovies, Inc.'s
Registration Statement on Form S-1 (File No. 33-93562) filed
with the Securities and Exchange Commission on June 16, 1995,
as amended)
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CUSIP NO. 616347 10 0 Page 5 of 6
(b) Exhibit B - Agreement and Plan of Merger by and among Video
Update, Sub and the Company, dated as of July 9, 1997,
(incorporated by reference to Exhibit 2 to the Company's
Current Report on Form 8-K filed on July 10, 1997 (File No.
0-26526)).
(c) Exhibit C - Amendment to Agreement and Plan of Merger by and
among Video Update, Sub and the Company, dated as of October
27, 1997 (incorporated by reference to Exhibit 2.1 to the
Company's Current Report on Form 8-K filed on November 4, 1997
(File No. 0-26526)).
(d) Exhibit D - Amended and Restated Voting Agreement dated
October 27, 1997 (incorporated by reference to Exhibit 10 to
Video Update's Quarterly Report on Form 10-Q for the quarter
ended October 31, 1997 (File No. 0-24347)).
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CUSIP NO. 616347 10 0 Page 6 of 6
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
___________________________
/s/ Douglas M. Raines
Douglas M. Raines
502766.1
