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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 18, 1999
Four Media Company
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 0-21943 95-459940
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(State of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
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2813 West Alameda Avenue
Burbank, California 91505
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(Address of principal executive offices) (Zip Code)
(818) 840-7000
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
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Four Media Company (the "Company") issued a press release on March 18,
1999 announcing stockholder approval of three proposals presented to them at a
Special Meeting on such date relating to an investment in the Company by
Warburg, Pincus Equity Partners, L.P., Warburg, Pincus Netherlands Equity
Partners I, C.V., Warburg, Pincus Netherlands Equity Partners II, C.V. and
Warburg, Pincus Netherlands Equity Partners III, C.V. The press release is
attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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7(c) Exhibits
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99.1 Press Release of Four Media Company, dated March 18, 1999.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: March 23, 1999
FOUR MEDIA COMPANY
/s/ William E. Niles
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William E. Niles
Vice President and General Counsel
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EXHIBIT INDEX
99.1 Press Release of Four Media Company, dated March 18, 1999.
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EXHIBIT 99.1
[LOGO OF FOUR MEDIA COMPANY]
FOR IMMEDIATE RELEASE
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FOUR MEDIA SHAREHOLDERS APPROVE WARBURG, PINCUS INVESTMENT
-Equity Infusion Provides Capital to Continue Successful Growth Strategy-
Burbank, California, March 18, 1999 - Four Media Company (Nasdaq: FOUR)
announced that shareholders ratified the proposals presented at a special
shareholders meeting held today to approve the acquisition by Warburg, Pincus
Equity Partners, L.P. and certain affiliates ("Warburg, Pincus") of 10.2 million
shares of newly issued and existing Four Media Company common stock. Closing
remains subject to certain contingencies, including regulatory approval.
Under the terms of a definitive agreement signed January 18, 1999, Warburg,
Pincus will acquire from Technical Services Partners, L.P. ("TSP"), a limited
partnership controlled by Steinhardt Partners, L.P., 3.1 million shares of Four
Media Company common stock for approximately $23.4 million. In addition,
Warburg, Pincus will acquire approximately 6.6 million common shares from the
Company for $52.7 million and receive at closing a warrant to purchase 1.1
million shares at a price of $15.00 per share. The proceeds from the sale of
the newly-issued shares will be used to further the Company's consolidation of
the technical and creative services industry that supports the creation and
distribution of entertainment programming. An additional 498,000 shares will be
purchased by Warburg, Pincus for approximately $4.0 million from certain of the
Company's founders, who have agreed to long-term employment contracts in
connection with the transaction.
Robert T. Walston, Chairman of the Board and Chief Executive Officer, commented,
"We are pleased that the shareholders have shown their strong support of this
transaction. The new capital will enable us to continue building the most
comprehensive outsourcing network in our industry, encompassing an expanding
array of services as well as broadening our geographic reach. We are confident
that we will be able to quickly deploy this new capital to enhance shareholder
value."
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Burbank-Hollywood-Santa Monica-San Francisco-Singnapore-Universal City
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Page 2
Four Media Company is a leading provider of technical and creative services to
owners, producers and distributors of television programming, feature films and
other entertainment product both domestically and internationally. The
Company's services integrate a variety of systems and processes to enhance the
creation and distribution of entertainment content. Four Media's client base
includes the world's largest entertainment companies. As a result of its
investments and acquisitions, Four Media Company is one of the largest and most
diversified providers of technical and creative services to the entertainment
industry, which enables the Company to offer its customers a single source for
such services.
This press release contains forward-looking statements which are made pursuant
to the Safe-Harbor provisions of the Private Securities Litigation Reform Act of
1995. Words such as "intends", "believes" and similar expressions reflecting
something other than historical fact are intended to identify forward-looking
statements, but are not the exclusive means of identifying such statements.
These forward-looking statements involve a number of risks and uncertainties,
including the timely development and market acceptance of products and
technologies, successful integration of acquisitions, the ability to secure
additional sources of financing, the ability to reduce operating expenses and
other factors described in the Company's filings with the Securities and
Exchange Commission, including its 1997 Prospectus. The actual results that the
Company achieves may differ materially from any forward-looking statement due to
such risks and uncertainties. The Company undertakes no obligations to revise or
update any forward-looking statements in order to reflect events or
circumstances that may arise after the date of this release.
# # #
For additional information contact:
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Robert T. Walston
Chairman and Chief Executive Officer
Sandra C. Mays
Vice President, Investor Relations
FOUR MEDIA COMPANY
2813 W. Alameda Avenue
Burbank, CA 91505
(818) 840-7356 (phone)
(818) 846-5197 (fax)
www.4mc.com (web)
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Burbank-Hollywood-Santa Monica-San Francisco-Signapore-Universal City
