<PAGE>
--------------------------------------------------------------------------------
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                            ------------------------

                                  FORM 10-K/A
                                AMENDMENT NO. 1
                            ------------------------

(MARK ONE)

<TABLE>
<C>        <S>
   /X/     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934
</TABLE>

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

                                       OR

<TABLE>
<C>        <S>
   / /     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934
</TABLE>

        FOR THE TRANSITION PERIOD FROM ______________ TO ______________

                          COMMISSION FILE NUMBER 23346
                            ------------------------

                             EQUITY MARKETING, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                     <C>
                       DELAWARE                                               13-3534145
          (State of or other jurisdiction of                     (I.R.S. employer identification no.)
            incorporation or organization)
</TABLE>

                             6330 SAN VICENTE BLVD.
                         LOS ANGELES, CALIFORNIA 90048
                    (Address of principal executive offices)

                                 (323) 932-4300
              (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12 (b) of the Act:

<TABLE>
<CAPTION>
TITLE OF EACH CLASS                                NAME OF EACH EXCHANGE ON WHICH REGISTERED
-------------------                                -----------------------------------------
<S>                                                <C>
    None                                                        None
</TABLE>

Securities registered pursuant to Section 12(g) of the Act:

                              TITLE OF EACH CLASS
                         ------------------------------

                         Common Stock, $0.001 par value

    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/  No / /

    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K/A or any amendment to
this Form 10-K/A. / /

    Approximate aggregate market value of the voting stock held by
non-affiliates of the registrant as of April 16, 2001 was $31,685,238.

    Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date:

<TABLE>
<CAPTION>
                                                              NUMBER OF SHARES
                                                               OUTSTANDING ON
                                                               APRIL 16, 2001
                                                              ----------------
<S>                                                           <C>
Common Stock, $0.001 par value..............................  6,104,411
</TABLE>

Documents Incorporated by Reference: None

    In accordance with instruction G(3) to Form 10-K, the Registrant is amending
its Annual Report on Form 10-K filed with the Securities and Exchange Commission
on April 2, 2001 to provide information required under Part III thereof.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
                             EQUITY MARKETING, INC.
                     INDEX TO ANNUAL REPORT ON FORM 10-K/A
               FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                          YEAR ENDED DECEMBER 31, 2000
                              ITEMS IN FORM 10-K/A

<TABLE>
<CAPTION>
                                                                                        PAGE
                                                                                      --------
<S>                     <C>                                                           <C>
Part III

                        Item 10. Directors and Executive Officers of the
                        Registrant..................................................      3

                        Item 11. Executive Compensation.............................      4

                        Item 12. Security Ownership of Certain Beneficial Owners and
                        Management..................................................     10

                        Item 13. Certain Relationships and Related Transactions.....     11
</TABLE>

                                       2
<PAGE>
                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

    Additional information relating to this item appears under the caption
"ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT" contained in the
Annual Report on Form 10-K for the year ended December 31, 2000 filed by Equity
Marketing, Inc., a Delaware corporation (the "Company"), with the Securities and
Exchange Commission (the "Commission") on April 2, 2001.

            SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

    Under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
the Company's directors, its executive officers, and any persons holding more
than 10% of the Company's common stock, $.001 par value per share (the "Common
Stock"), are required to report their ownership of the Common Stock and any
changes in that ownership to the Commission. Specific due dates for these
reports have been established and the Company is required to report herein any
failure to file by these dates during the fiscal year ended December 31, 2000.
All of these filing requirements were satisfied by its directors, officers and
10% holders, except for Lawrence J. Madden and Jonathan D. Kaufelt who each
filed Form 3's that were ten days late disclosing the fact that they had joined
the Company as Chief Financial Officer and as a Director, respectively. In
making these statements, the Company has relied on the written representations
of its directors, officers and its 10% holders and copies of the reports that
they have filed with the Commission.

                                       3
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION

                   EXECUTIVE COMPENSATION AND RELATED MATTERS

    The following table sets forth the cash compensation (including cash
bonuses) paid or accrued by the Company for its fiscal years ended December 31,
1998, 1999 and 2000 to its Chief Executive Officer and its four most highly
compensated officers other than the Chief Executive Officer (collectively, the
"Named Executive Officers") at December 31, 2000.

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                                                                                  LONG-TERM
                                                                                                COMPENSATION
                                                                                           -----------------------
                                                                            OTHER          SECURITIES
                                                                            ANNUAL         UNDERLYING     OPTION
                                   YEAR     SALARY($)   BONUS($)(1)   COMPENSATION($)(2)   OPTIONS(3)   PAYOUTS($)
                                 --------   ---------   -----------   ------------------   ----------   ----------
<S>                              <C>        <C>         <C>           <C>                  <C>          <C>
Donald A. Kurz.................    2000      397,500      257,621           24,600           50,000         --
  Chairman, Chief Executive        1999      375,000      300,000           19,200           50,000         --
    Officer                        1998      315,000           --           16,095               --         --

Kim H. Thomsen.................    2000      287,500      125,000           13,800          200,000         --
  President, Marketing and         1999      250,000      175,000           12,000           25,000         --
    Interactive Services,          1998      210,000      125,000           10,920           25,833         --
    Chief Creative Officer

Gaetano A. Mastropasqua........    2000      237,500      125,000           13,800          100,000         --
  Executive Vice President,        1999      187,500      165,000           12,000           90,000         --
    Client Services                1998      121,000       50,000            6,000           10,000         --

Edward T. Boyd.................    2000      241,250       85,000           13,800           15,000         --
  Senior Vice President,           1999      215,000      125,000           12,000           15,000         --
    Worldwide Operations(5)        1998      150,000       90,000            7,826          112,500         --

Leland P. Smith................    2000      192,500       60,000           13,800           10,000         --
  Senior Vice President,           1999      168,000      102,000           12,000           30,000         --
    General Counsel and            1998       66,666       50,000            4,550           60,000         --
    Secretary(6)

<CAPTION>

                                     ALL OTHER
                                 COMPENSATION($)(4)
                                 ------------------
<S>                              <C>
Donald A. Kurz.................        20,455
  Chairman, Chief Executive            21,924
    Officer                            21,924
Kim H. Thomsen.................         5,250
  President, Marketing and              5,000
    Interactive Services,               5,000
    Chief Creative Officer
Gaetano A. Mastropasqua........         5,250
  Executive Vice President,             5,000
    Client Services                     4,235
Edward T. Boyd.................         5,250
  Senior Vice President,                5,000
    Worldwide Operations(5)                --
Leland P. Smith................         5,250
  Senior Vice President,                5,000
    General Counsel and                    --
    Secretary(6)
</TABLE>

------------------------

(1) Amounts were earned in the years indicated. Annual bonuses are generally
    paid in the first quarter of the following year.

(2) Consists of an automobile and cellular phone allowance unless otherwise
    indicated.

(3) 1998 amounts include stock options that were granted in 1998 and then
    subsequently cancelled in 1998 in connection with a repricing in the
    following amounts: Mr. Boyd--75,000; and Mr. Smith--40,000.

(4) 2000 amounts consist of: (i) matching payments pursuant to the Company's
    401(k) Plan in the following amounts: Mr. Kurz--$5,250;
    Ms. Thomsen--$5,250; Mr. Mastropasqua--$5,250; Mr. Boyd--$5,250; and
    Mr. Smith--$5,250; (ii) premiums on term life insurance in the following
    amounts: Mr. Kurz--$4,538; and (iii) loan forgiveness in the following
    amounts: Mr. Kurz--$10,667.

(5) Mr. Boyd commenced employment in April, 1998. Mr. Boyd received a signing
    bonus of $50,000.

(6) Mr. Smith commenced employment in August, 1998. Mr. Smith received a signing
    bonus of $50,000.

                                       4
<PAGE>
EMPLOYMENT AGREEMENTS

    Donald A. Kurz has entered into an employment agreement with the Company.
The agreement runs from January 1, 1999 through December 31, 2002, subject to
earlier termination upon Mr. Kurz's death or disability or termination by the
Company For Cause or Other Than For Cause (each as defined in the agreement).
The agreement also terminates upon the first anniversary of a Change of Control
(as defined in the agreement). Under the agreement, Mr. Kurz is entitled to a
base salary of $375,000 per year, subject to upward annual adjustment at the
discretion of the Compensation Committee in an amount no less than increases in
the Consumer Price Index (as defined in the agreement), a car allowance of
$19,200 per year and certain medical, disability and life insurance benefits.
Pursuant to the agreement, Mr. Kurz received a grant of 50,000 stock options in
January 1999 priced at a 50% premium to fair market value on that date and may
receive future stock option grants at the discretion of the Compensation
Committee. Mr. Kurz is also entitled to an annual bonus of up to 50% of his base
salary based on the attainment of certain corporate earnings goals and, at the
discretion of the Compensation Committee, a strategic performance bonus of up to
50% of his base salary after taking into account the Company's long-term
prospects and position and the accomplishment of strategic goals devised by
Mr. Kurz and the Board of Directors. Upon termination of the employment term,
the Company has agreed to retain Mr. Kurz as a consultant for a period of three
years, unless the agreement is terminated pursuant to a Change of Control. If
the agreement is terminated by reason of death or disability, Mr. Kurz or his
estate shall receive his full base salary through the end of the month of his
death or disability and a prorated share of any other compensation or benefits
required under the agreement. If the agreement is terminated by the Company For
Cause, Mr. Kurz's compensation and benefits shall cease as of the date of
termination. If the agreement is terminated by the Company Other Than For Cause,
Mr. Kurz shall receive his full base salary and any other compensation or
benefits required under the agreement through the end of the term of the
agreement and double the annual corporate earnings goals bonus he would have
been entitled to if he was not terminated. Under the agreement, the Company has
agreed to use its best efforts to have Mr. Kurz elected as a director of the
Company.

STOCK OPTIONS

    The following table sets forth information with respect to grants of options
to purchase Common Stock under the Option Plan to the Named Executive Officers
during the fiscal year ended December 31, 2000.

                             OPTION GRANTS IN 2000

<TABLE>
<CAPTION>
                                                                                        POTENTIAL REALIZABLE
                                  NUMBER OF     % OF TOTAL                                VALUE AT ASSUMED
                                 SECURITIES      OPTIONS                                ANNUAL RATE OF STOCK
                                 UNDERLYING     GRANTED TO    EXERCISE                 APPRECIATION FOR OPTION
                                   OPTIONS     EMPLOYEES IN     PRICE     EXPIRATION         TERMS($)(2)
NAME                             GRANTED(#)    FISCAL YEAR    ($/SH)(1)      DATE          5%          10%
----                             -----------   ------------   ---------   ----------   ----------   ----------
<S>                              <C>           <C>            <C>         <C>          <C>          <C>
Donald A. Kurz.................     50,000(3)       7.5%        9.94         2010        312,558      792,089
Kim H. Thomsen.................    200,000(4)      30.2%        9.94         2010      1,250,233    3,168,355
Gaetano A. Mastropasqua........    100,000(4)      15.1%        9.94         2010        625,117    1,584,178
Edward T. Boyd.................     15,000(3)       2.3%        9.94         2010         93,767      237,627
Leland P. Smith................     10,000(3)       1.5%        9.94         2010         62,512      158,418
</TABLE>

------------------------

(1) Unless otherwise indicated, the exercise price was market value of the
    Common Stock on the date of grant.

(2) These amounts represent certain assumed rates of appreciation only. Actual
    gains, if any, on option exercises are dependent upon other factors,
    including the future performance of the Common Stock and overall stock
    market conditions.

(3) Options vest in four equal annual installments commencing on the first
    anniversary of the date of grant.

(4) Options vest in two equal annual installments commencing on the fourth
    anniversary of the date of grant and are fully vested on the fifth
    anniversary of the date of grant.

                                       5
<PAGE>
    The following table sets forth with respect to the Named Executive Officers
information with respect to options exercised, unexercised options and year-end
option values in each case with respect to options to purchase shares of Common
Stock.

               AGGREGATED OPTION EXERCISES DURING FISCAL 2000 AND
                         FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
                                                            NUMBER OF SECURITIES
                                                                 UNDERLYING                     VALUE OF UNEXERCISED
                                                           UNEXERCISED OPTIONS AT               IN THE MONEY OPTIONS
                            SHARES                            DECEMBER 31, 2000                AT DECEMBER 31, 2000(1)
                          ACQUIRED ON      VALUE      ---------------------------------   ---------------------------------
NAME                      EXERCISE(#)   REALIZED($)   EXERCISABLE(#)   UNEXERCISABLE(#)   EXERCISABLE($)   UNEXERCISABLE($)
----                      -----------   -----------   --------------   ----------------   --------------   ----------------
<S>                       <C>           <C>           <C>              <C>                <C>              <C>
Donald A. Kurz..........        0             0           52,500            97,500             17,125          241,875
Kim H. Thomsen..........        0             0          105,293           218,750          1,161,854          813,563
Gaetano A.
  Mastropasqua..........        0             0           32,500           167,500            146,775          633,825
Edward T. Boyd..........        0             0           18,750            48,750            113,663          257,513
Leland P. Smith.........        0             0           15,500            44,500             77,025          194,175
</TABLE>

------------------------

(1) Represents the difference between the last reported sale price of the Common
    Stock on December 31, 2000 and the exercise price of the option multiplied
    by the applicable number of shares.

DIRECTOR COMPENSATION

    STANDARD COMPENSATION.  Directors who are not employees of the Company or
its subsidiaries ("non-employee directors") receive $20,000 per year. Directors
who are employees of the Company or its subsidiaries serve as directors without
compensation. Pursuant to the Certificate of Incorporation of the Company and
the Certificate of Designation of the Series A senior cumulative participating
convertible preferred stock, $.001 par value per share, of the Company (the
"Series A Stock"), the holders of the Series A Stock, voting as a separate
class, shall be entitled to elect two directors of the Company (the "Series A
Directors"). The Series A Directors also serve without compensation; provided,
however, that the Company has agreed to make available and issue each such
Series A Director options to purchase equity securities of the Company on the
same terms and conditions as are then available to the Company's other
non-employee directors commencing in April, 2003.

    STOCK OPTIONS.  Non-employee directors receive additional compensation in
the form of stock options granted automatically under the Equity
Marketing, Inc. Non-Employee Director Stock Option Plan (the "Director Plan").
Each non-employee director automatically receives an option to purchase 30,000
shares of Common Stock upon the date such non-employee director first joins the
Board of Directors, and options to purchase 30,000 shares of Common Stock each
third or fourth time thereafter such non-employee director is elected to the
Board of Directors by the stockholders, all such options vesting in three equal
installments on each of the first, second and third anniversary of the date of
grant.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

    The members of the Compensation Committee of the Board of Directors are
Messrs. Climan, Kaufelt and Osborne. No member of the Board of Directors or the
Compensation Committee has any interlocking relationship with any other
corporation that requires disclosure under this heading.

                                       6
<PAGE>
         REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

    The following Report of the Compensation Committee on Executive Compensation
and the Performance Graph shall not be deemed to be "soliciting material" or to
be "filed" with the Commission or subject to Regulations 14A or 14C of the
Commission or the liabilities of Section 18 of the Exchange Act. Such Report and
Performance Graph shall not be deemed incorporated by reference into any filing
under the Securities Act of 1933, as amended (the "Securities Act"), or the
Exchange Act, notwithstanding any general incorporation by reference of this
Proxy Statement into any other document.

    GENERAL.  The Compensation Committee has the responsibility to determine and
administer the Company's executive compensation programs and make appropriate
recommendations concerning matters of executive compensation. In evaluating the
performance of members of management, the Compensation Committee consults with
the chief executive officer except when reviewing the chief executive officer's
performance, in which case it meets independently. The Committee reviews with
the Board all aspects of compensation for the senior executives, including the
Named Executive Officers. The Committee met once in 2000. The current members of
the Committee were appointed in December, 2000. Set forth below are the
principal factors underlying the Committee's philosophy used in setting
compensation for fiscal 2000.

    COMPENSATION PHILOSOPHY.  At the direction of the Board of Directors, the
Compensation Committee endeavors to ensure that the compensation programs for
executive officers of the Company are competitive and consistent in order to
attract and retain key executives critical to the Company's long-term success.
The Compensation Committee believes that the Company's overall financial
performance should be an important factor in the total compensation of executive
officers. At the executive officer level, the Compensation Committee has a
policy that a significant proportion of potential total compensation should
consist of variable, performance-based components, such as stock options and
bonuses, which can increase or decrease to reflect changes in corporate and
individual performance. These incentive compensation programs are intended to
reinforce management's commitment to the enhancement of profitability and
stockholder value.

    The Compensation Committee takes into account various qualitative and
quantitative indicators of corporate and individual performance in determining
the level and composition of compensation for the Company's chief executive
officer and other executive officers. In implementing the Company's executive
compensation objectives, the Compensation Committee has designed an executive
compensation program consisting of base salary, annual incentive compensation,
stock options and other employment benefits.

    The Compensation Committee seeks to maintain levels of compensation that are
competitive with similar companies in the Company's industry. To that end, the
Compensation Committee reviews proxy data and other compensation data relating
to companies within the Company's industry. In addition, from time to time, the
Compensation Committee also receives assessments and advice regarding the
Company's compensation practices from independent compensation consultants.

    BASE SALARY.  Base salary represents the fixed component of the executive
compensation program. The Company's philosophy regarding base salaries is to
maintain salaries for the aggregate group of executive officers at approximately
the competitive industry average. Periodic increases in base salary relate to
individual contributions evaluated against established objectives and the
industry's annual competitive pay practices.

    ANNUAL INCENTIVE COMPENSATION.  The Company's executive officers are
eligible for annual incentive compensation consisting primarily of cash bonuses
based on the attainment of corporate earnings goals, as well as divisional and
individual performance objectives. While performance against financial
objectives is the primary measurement for executive officers' annual incentive
compensation, non-financial performance also affects bonus pay. The Compensation
Committee considers such corporate performance measures as net income, earnings
per common and common equivalent share, return on average common stockholders'
equity, gross margin, sales growth and expense and asset

                                       7
<PAGE>
management in making bonus decisions. The Compensation Committee also
appreciates the importance of achievements that may be difficult to quantify,
and accordingly recognizes qualitative factors, such as successful supervision
of major corporate projects, demonstrated leadership ability and contributions
to industry and community development. The amount of each annual incentive award
is recommended for approval by management and approved by the Compensation
Committee and the Board.

    STOCK OPTIONS.  The Compensation Committee strongly believes that the
compensation program should provide employees with an opportunity to increase
their equity ownership and potentially gain financially from Company stock price
increases. By this approach, the best interests of stockholders, executives and
employees will be closely aligned. Therefore, executives and other key employees
are eligible to receive stock options, giving them the right to purchase shares
of Common Stock of the Company at a specified price in the future. The
Compensation Committee believes that the use of stock options as the basis for
long-term incentive compensation meets the Compensation Committee's compensation
strategy and business needs of the Company by achieving increased value for
stockholders and retaining key employees.

    OTHER EMPLOYMENT BENEFITS.  The Company provides health and welfare benefits
to executives and employees similar to those provided by other companies in the
Company's industry. The Company also provides a 401(k) plan in which all
employees are eligible and maintains a restricted stock plan for certain
employees who are not executive officers. Certain executives are also eligible
for a monthly car and cellular phone allowance.

    INTERNAL REVENUE CODE SECTION 162(M).  To the extent readily determinable
and as one of the factors in its consideration of compensation matters, the
Compensation Committee considers the anticipated tax treatment to the Company
and to the executives of various payments and benefits. Some types of
compensation payments and their deductibility depend upon the timing of an
executive's vesting or exercise of previously granted rights. Further,
interpretations of and changes in the tax laws and other factors beyond the
Compensation Committee's control also affect the deductibility of compensation.
For these and other reasons, the Compensation Committee will not necessarily
limit executive compensation to that deductible under Section 162(m) of the
Internal Revenue Code. The Compensation Committee will consider various
alternatives to preserve the deductibility of compensation payments and benefits
to the extent reasonably practicable and to the extent consistent with its other
compensation objectives.

    CHIEF EXECUTIVE OFFICER COMPENSATION.  The Compensation Committee is
responsible for evaluating and establishing the compensation paid to Donald A.
Kurz, the Company's chief executive officer. The 2000 base salary for Mr. Kurz
was based upon the employment agreement between Mr. Kurz and the Company dated
as of January 1, 1999. In evaluating the incentive compensation to be paid to
Mr. Kurz, the Compensation Committee applied the principles and procedures for
evaluating performance against corporate and individual objectives outlined
above. In 2000, the Company reported record sales and earnings (before
impairment of assets and other charges). Based on these results, the
Compensation Committee awarded Mr. Kurz a bonus of $257,621 for the year ended
December 31, 2000. In addition, Mr. Kurz received options to purchase 50,000
shares of Common Stock in March, 2000 at an exercise price equal to fair market
value on the date of grant.

                                          Compensation Committee
                                          Jonathan D. Kaufelt, Chairman
                                          Sanford R. Climan
                                          Alfred E. Osborne

                                       8
<PAGE>
                               PERFORMANCE GRAPH

    Set forth below is a line graph comparing the percentage change in the
cumulative total stockholder return on the Common Stock against the cumulative
total return of the Standard & Poors 500 Index ("S&P 500 Index"), and the
Russell 2000 Index ("Russell 2000 Index") for the period commencing January 1,
1996 and ended December 31, 2000. The data represented below assumes $100
invested in each of the Common Stock, the S&P 500 Index and the Russell 2000
Index on January 1, 1996. The stock performance graph shall not be deemed
incorporated by reference by any general statement incorporating by reference
this document into any filing under the Securities Act of 1933, as amended, or
under the Exchange Act except to the extent that the Company specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under such acts.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
       EQUITY MARKETING  S&P 500  RUSSELL 2000
<S>    <C>               <C>      <C>
01/96           $100.00  $100.00       $100.00
12/96           $133.33  $116.46       $114.98
12/97           $180.18  $152.58       $138.57
12/98            $59.46  $193.27       $133.79
12/99            $92.83  $231.01       $160.05
12/00            $99.10  $207.58       $153.32
</TABLE>

Comparison of cumulative return among the Company, the S&P 500 Index and the
Russell 2000 Index.

                                       9
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    The following table sets forth information as to the shares of Common Stock
and shares of Series A Stock owned as of April 15, 2001 by (i) each person known
to the Company to be the beneficial owner of more than 5% of the Common Stock
and Series A Stock; (ii) each director and nominee for director; (iii) each
Named Executive Officer; and (iv) all directors and nominees and executive
officers of the Company as a group. Unless otherwise indicated in the footnotes
following the table, the persons as to whom the information is given had sole
voting and investment power over the shares of Common Stock and Series A Stock
shown as beneficially owned by them, subject to community property laws where
applicable. Unless otherwise indicated, the address of each person shown is c/o
Equity Marketing, Inc., 6330 San Vicente Blvd., Los Angeles, California 90048.

<TABLE>
<CAPTION>
                                                            AMOUNT      PERCENT       AMOUNT      PERCENT
                                                         BENEFICIALLY   OF CLASS   BENEFICIALLY   OF CLASS
NAME AND ADDRESS OF BENEFICIAL OWNER                      OWNED (1)       (1)       OWNED (1)       (1)
------------------------------------                     ------------   --------   ------------   --------
<S>                                                      <C>            <C>        <C>            <C>
Crown EMAK Partners, LLC(2)............................   2,611,580       30.0%       25,000        100%
Peter Ackerman(2)......................................   2,611,580       30.0%       25,000        100%
Donald A. Kurz(3)......................................   1,626,703       26.3%
Stephen P. Robeck(3)...................................     984,038       16.0%
Baron Capital(4).......................................     425,000        7.0%
Bruce Raben(3).........................................     227,000        3.6%
Mitchell H. Kurz(3)....................................     131,600        2.1%
Kim H. Thomsen(3)......................................     107,151        1.7%
Sanford R. Climan(3)...................................     105,800        1.7%
Gaetano A. Mastropasqua(3).............................      45,613          *
Edward T. Boyd(3)......................................      36,015          *
Leland P. Smith(3).....................................      22,855          *
Jonathan D. Kaufelt....................................       2,000          *
Alfred E. Osborne......................................       1,000          *
Jeffrey S. Deutschman(2)...............................           0          *
Executive Officers and Directors as a Group
  (14 persons)(2)(5)...................................   5,901,356       63.2%       25,000        100%
</TABLE>

------------------------

*   Less than one percent.

(1) In accordance with Rule 13d-3(d)(1)(i) of the Exchange Act, shares
    beneficially owned at any date include shares issuable upon the exercise of
    options, warrants, rights or conversion privileges within 60 days of that
    date. For the purpose of computing the percentage of outstanding shares
    beneficially owned by a particular person, any securities not outstanding
    which are subject to options, warrants, rights or conversion privileges
    exercisable by that person within 60 days of April 15, 2001 have been deemed
    to be outstanding, but have not been deemed outstanding for the purpose of
    computing the percentage of the class beneficially owned by any other
    person.

(2) As reported on a Schedule 13D dated April 10, 2000 and filed with the
    Commission by Crown EMAK Partners, LLC, a Delaware limited liability company
    ("Crown"), Peter Ackerman, Jeffrey S. Deutschman and related parties. The
    address of Mr. Deutschman and Crown is 660 Madison Avenue, 15th Floor, New
    York, New York 10021. The address of Mr. Ackerman is 700 Eleventh Street
    N.W., Washington, DC 20001. Mr. Deutschman is the manager of Crown.
    Mr. Ackerman may be deemed to have shared power to vote or direct the vote,
    and to dispose or direct the disposition of the shares of Series A Stock. On
    March 29, 2000, Crown paid $11.9 million to the Company in exchange for
    11,900 shares of Series A Stock with a conversion price of $14.75 per share.
    In connection with such purchase, the Company granted to Crown five year
    warrants (collectively, the "Warrants") to purchase 5,712 shares of
    Series B senior cumulative participating convertible preferred stock, par
    value $.001 per share, of the Company (the "Series B Stock") at an exercise
    price of $1,000 per share, and 1,428 shares of Series C senior cumulative
    participating convertible preferred stock, par value $.001 per share, of the
    Company (the "Series C Stock") at

                                       10
<PAGE>
    an exercise price of $1,000 per share. The Warrants are immediately
    exercisable. The conversion prices of the Series B Stock and the Series C
    Stock are $16.00 and $18.00, respectively. On June 20, 2000, Crown paid an
    additional $13.1 million to the Company in exchange for an additional 13,100
    shares of Series A Stock with a conversion price of $14.75 per share. In
    connection with such purchase, the Company granted to Crown Warrants to
    purchase an additional 6,288 shares of Series B Stock and an additional
    1,572 shares of Series C Stock. As of the date hereof, each share of
    Series A Stock is currently convertible into 67.7966 shares of Common Stock,
    representing 1,694,915 shares of Common Stock in the aggregate. As of the
    date hereof, each share of Series B Stock and Series C Stock is currently
    convertible into 62.5 and 55.5556 shares of Common Stock, respectively,
    representing 916,666 shares of Common Stock in the aggregate.

(3) Includes shares of Common Stock which the following officers and directors
    have the right to acquire by exercise of options within 60 days following
    April 15, 2001: D. Kurz, 82,500; Robeck, 45,000; Raben, 150,000; M. Kurz,
    55,000; Thomsen, 105,293; Climan, 85,000; Mastropasqua, 41,250; Boyd,
    33,750; and Smith, 20,500.

(4) As reported on a Schedule 13G dated February 14, 2001 and filed with the
    Commission by Baron Capital. The address of Baron Capital is 767 Fifth
    Avenue, New York, NY 10153.

(5) The amount stated includes an aggregate of 3,229,873 shares of Common Stock
    which may be acquired upon the exercise of options or warrants within 60
    days following April 15, 2001.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    Stephen P. Robeck, formerly Chairman of the Board and Co-Chief Executive
Officer, has entered into a consulting agreement with the Company. The agreement
runs from January 1, 1999 through December 31, 2001, subject to earlier
termination upon Mr. Robeck's death or disability or termination by the Company
For Cause or Other Than For Cause (each as defined in the agreement). The
agreement provides that Mr. Robeck will serve as a financial and business
consultant to the Company and be available to fulfill his obligations thereunder
no less than twenty hours per month. The agreement contains provisions
restricting Mr. Robeck's ability to compete with the Company while providing
services as a consultant and to solicit the Company's employees through the
first anniversary of the end of the consulting period. Under the agreement,
Mr. Robeck receives a consulting fee of $210,000 per year, a car allowance of
$18,000 per year and certain medical, disability and life insurance benefits. He
is also entitled to reimbursement of certain business-related expenses incurred
for all reasonable travel and out-of-pocket expenses incurred in the performance
of his services as a consultant. If the agreement is terminated by reason of
death or disability, Mr. Robeck or his estate shall receive his full consulting
fee through the end of the month of his death or disability and a prorated share
of any other compensation or benefits required under the agreement. If the
agreement is terminated by the Company For Cause, Mr. Robeck's compensation and
benefits shall cease as of the date of termination. If the agreement is
terminated by the Company Other Than For Cause, Mr. Robeck shall receive his
full consulting fee and any other compensation or benefits required under the
agreement through the end of the term of the agreement. Under the agreement, the
Company has agreed to use its best efforts to have Mr. Robeck elected as a
director of the Company.

    In connection with the purchase of preferred stock, the Company agreed to
pay Crown a commitment fee in the aggregate amount of $1.25 million, paid in
equal quarterly installments of $62,500 commencing on June 30, 2000 and ending
on March 31, 2005. In 2000, commitment fee payments by the Company to Crown
totaled $187,500. Separately, in April, 2001, the Company contracted to purchase
print management services from ISG, a company controlled by Messrs. Ackerman,
Deutschman and affiliates. In 2001, the Company has paid ISG $200,000 in print
management fees, and the Company intends to use ISG for additional print
management services in the future. The Company believes that such services were
negotiated on an arms length basis. Jeffrey S. Deutschman, a director of the
Company, is the manager of Crown. Peter Ackerman, a director of the Company, may
be deemed to have shared power to vote or direct the vote, and to dispose or
direct the disposition of the shares of Series A Stock owned by Crown.

                                       11
<PAGE>
                                   SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to
Form 10-K on Form 10-K/A to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Los Angeles and State of California on
the 27th day of April, 2001.

<TABLE>
<S>                                                    <C>  <C>
                                                       EQUITY MARKETING, INC.

                                                       By:             /s/ LELAND P. SMITH
                                                            -----------------------------------------
                                                                         Leland P. Smith
                                                                      SENIOR VICE PRESIDENT,
                                                                  GENERAL COUNSEL AND SECRETARY
</TABLE>

    Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
                    NAME                                     TITLE                        DATE
                    ----                                     -----                        ----
<C>                                            <S>                                 <C>
                      *                        Chairman of the Board and Chief
    ------------------------------------         Executive Officer (Principal        April 27, 2001
               Donald A. Kurz                    Executive Officer)

                      *                        SVP and Chief Financial Officer
    ------------------------------------         (Principal Financial and            April 27, 2001
             Lawrence J. Madden                  Accounting Officer)

                      *
    ------------------------------------       Director                              April 27, 2001
               Peter Ackerman

                      *
    ------------------------------------       Director                              April 27, 2001
              Sanford R. Climan

                      *
    ------------------------------------       Director                              April 27, 2001
            Jeffrey S. Deutschman

                      *
    ------------------------------------       Director                              April 27, 2001
             Jonathan D. Kaufelt

                      *
    ------------------------------------       Director                              April 27, 2001
              Mitchell H. Kurz

                      *
    ------------------------------------       Director                              April 27, 2001
              Alfred E. Osborne
</TABLE>

                                       12
<PAGE>

<TABLE>
<CAPTION>
                    NAME                                     TITLE                        DATE
                    ----                                     -----                        ----
<C>                                            <S>                                 <C>
                      *
    ------------------------------------       Director                              April 27, 2001
                 Bruce Raben

                      *
    ------------------------------------       Director                              April 27, 2001
              Stephen P. Robeck
</TABLE>

<TABLE>
<S>   <C>                                            <C>                                 <C>
*By:               /s/ LELAND P. SMITH
             -------------------------------
                     Leland P. Smith
                 SENIOR VICE PRESIDENT,
              GENERAL COUNSEL AND SECRETARY
</TABLE>

                                       13