SC 13D/A 1 a74200asc13da.txt AMENDMENT NO. 12 TO SCHEDULE 13D 1 ------------------------------- OMB APPROVAL ------------------------------- OMB Number: 3235-0145 Expires: October 31, 2002 Estimated average burden hours per response.........14.9 ------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------------------- SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 12)* ------------------------------------------- Media Arts Group, Inc. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock -------------------------------------------------------------------------------- (Title of Class of Securities) 58439 C 10 2 -------------------------------------------------------------------------------- (CUSIP Number) Ronit E. Attlesey, Gibson, Dunn & Crutcher LLP, 4 Park Plaza, Irvine, CA 92614 (949) 451-3800 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 12, 2001 -------------------------------------------------------------------------------- (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 Sections 240.13d-l(e), 240.13d-l(f) or 240.13d-l(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, should be filed with the Commission. See Section 240.13d-7 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). 2 SCHEDULE 13D CUSIP No. 58439 C 10 2 -------------------------------------------------------------------------------- (1) Name of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). THOMAS KINKADE -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] N/A -------------------------------------------------------------------------------- (3) SEC Use Only -------------------------------------------------------------------------------- (4) Source of Funds (See Instructions) PF -------------------------------------------------------------------------------- (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] N/A -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization U.S. -------------------------------------------------------------------------------- (7) Sole Voting Power 600,000 NUMBER ------------------------------------------------------- OF SHARES (8) Shared Voting Power BENEFICIALLY OWNED 4,140,651 BY EACH ------------------------------------------------------- REPORTING (9) Sole Dispositive Power PERSON WITH 600,000 ------------------------------------------------------- (10) Shared Dispositive Power 4,140,651 -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,740,651 -------------------------------------------------------------------------------- (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] N/A -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 35.9% -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) IN -------------------------------------------------------------------------------- 2 3 SCHEDULE 13D CUSIP No. 58439 C 10 2 -------------------------------------------------------------------------------- (1) Name of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). NANETTE KINKADE -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] N/A -------------------------------------------------------------------------------- (3) SEC Use Only -------------------------------------------------------------------------------- (4) Source of Funds (See Instructions) PF -------------------------------------------------------------------------------- (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] N/A -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization U.S. -------------------------------------------------------------------------------- (7) Sole Voting Power 0 NUMBER ------------------------------------------------------- OF SHARES (8) Shared Voting Power BENEFICIALLY OWNED 4,140,651 BY EACH ------------------------------------------------------- REPORTING (9) Sole Dispositive Power PERSON WITH 0 ------------------------------------------------------- (10) Shared Dispositive Power 4,140,651 -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,140,651 -------------------------------------------------------------------------------- (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] N/A -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 31.4% -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) IN -------------------------------------------------------------------------------- 3 4 ITEM 1. SECURITY AND ISSUER This Schedule 13D (the "Statement") relating to common shares, par value $0.01 per share (the "Common Stock"), of Media Arts Group, Inc., a Delaware Corporation (the "Issuer") is amended to furnish the additional information set forth herein. The address of the Issuer's principal executive offices is 900 Lightpost Way, Morgan Hill, CA 95037. ITEM 2. IDENTITY AND BACKGROUND Item 2 to this Statement is hereby amended, in pertinent part, as follows: (b) The address of the principal business office of each Reporting Person is 900 Lightpost Way, Morgan Hill, CA 95037 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Item 3 to this Statement is hereby amended, in pertinent part, as follows: On July 12, 2001, The Kenneth and Linda Raasch Trust ("Seller") and Thomas Kinkade ("Kinkade") entered into a Stock Sale Agreement (the "Agreement") whereby Seller agreed to sell and Kinkade agreed to buy 500,000 shares of Common Stock for $4.00 per share, for a purchase price of $2,000,000 on or before July 13, 2001 and Seller agreed to sell and Kinkade agreed to buy 500,000 shares of Common Stock for $4.00 per share, for a purchase price of $2,000,000 on or before January 21, 2002. Kinkade used personal funds for this transaction. ITEM 4. PURPOSE OF TRANSACTION Item 4 to this Statement is hereby amended, in pertinent part, as follows: (a) The purchase of Common Stock by Kinkade pursuant to the Agreement is for investment purposes. The description of the Agreement in Item 3 is incorporated herein by reference. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 to this Statement is hereby amended, in pertinent part, as follows: (a) (i) The aggregate number of shares of Common Stock beneficially owned by Thomas Kinkade is 4,740,651 which represents 35.9% of the Issuer's outstanding Common Stock. (ii) The aggregate number of shares of Common Stock beneficially owned by Nanette Kinkade is 4,140,651, and represent 31.4% of the Issuer's outstanding Common Stock. (b) (i) Thomas Kinkade has: 1) 600,000 shares as to which he has sole power to vote or to direct the vote; 2) 4,140,651 shares as to which he has shared power to vote or to direct the vote: 3) 600,000 shares as to which he has sole power to dispose or to direct the disposition; and 4) 4,140,651 shares as to which he has shared power to dispose or to direct the disposition. (ii) Nanette Kinkade has: 1) 0 shares as to which she has sole power to vote or to direct the vote; 2) 4,140,651 shares as to which she has shared power to vote or to direct the vote; 3) 0 shares as to which she has sole power to dispose or to direct the disposition; and 4) 4,140,651 shares as to which she has shared power to dispose or to direct the disposition. (c) Except as set forth in Item 3, a description of the transaction which is incorporated herein by reference, to the best knowledge of the Reporting Person, within the past 60 days, none of the Reporting Persons has engaged in any transactions of the Issuer's Common Stock. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER Item 6 to this Statement is hereby amended, in pertinent part, as follows: As disclosed in Item 3, Seller and Kinkade entered into a Stock Sale Agreement. The description of the Stock Sale Agreement is incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 10. Stock Sale Agreement dated July 12, 2001 by and between The Kenneth and Linda Raasch Trust and Thomas Kinkade. 4 5 SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. /s/ THOMAS KINKADE July 18, 2001 ------------------------------------- Thomas Kinkade /s/ NANETTE KINKADE July 18, 2001 ------------------------------------- Nanette Kinkade 5 6 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ----------- ----------- 1 Joint Filing Agreement dated March 5, 1997 by and between Thomas Kinkade and Nanette Kinkade, previously filed on March 5, 1997. 2 License Agreement entered into as of December 3, 1997 by and between Media Arts Group, Inc. and Thomas Kinkade, previously filed on December 16, 1997. 3 Stock Option Agreement dated December 3, 1997 by and between Media Arts Group, Inc. and Thomas Kinkade, previously filed on September 25, 1998. 4 Letter from Thomas Kinkade to the Board of Directors of Media Arts Group, Inc., dated October 17, 2000 previously filed on October 18, 2000. 5 Standstill Agreement dated as of November 15, 2000 by and between Thomas Kinkade & Media Arts Group, Inc. previously filed on November 21, 2000. 6 Additional Standstill Agreement dated as of December 15, 2000 by and between Thomas Kinkade & Media Arts Group, Inc. previously filed on December 18, 2001. 7 Letter from Thomas Kinkade to the Board of Directors of Media Arts Group, Inc. dated February 5, 2001 previously filed on February 6, 2001. 8 Letter from Thomas Kinkade to the Board of Directors of Media Arts Group, Inc. dated February 5, 2001 amending and replacing the letter filed as Exhibit 7 hereto, previously filed on February 6, 2001. 9 Letter from Thomas Kinkade to the Board of Directors of Media Arts Group, Inc. dated April 10, 2001. 10 Stock Sale Agreement dated July 12, 2001 by and between The Kenneth and Linda Raasch Trust and Thomas Kinkade. 6