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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 13, 1998
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ON STAGE ENTERTAINMENT, INC.
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(Exact Name of Registrant Specified in Charter)
Nevada 0-92402 88-0214292
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(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification No.)
Incorporation)
4625 W. Nevso Drive #2
Las Vegas, Nevada 89103
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (702) 253-1333
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(Former Name or Former Address, if Changed Since Last Report)
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Item 2. Acquisition or Disposition of Assets.
On March 13, 1998, On Stage Entertainment, Inc. (the "Company"),
completed its previously announced acquisition (the "Acquisition") of certain
assets from Gedco USA, Inc. and its affiliates for a purchase price of $14
million, consisting of $11.5 million in cash and 595,238 shares of the Company's
common stock, par value $0.01 per share (the "Common Stock") valued at $2.5
million (the "Gedco Acquisition"). The purchase price for the assets is subject
to adjustment to the extent that EBITDA and working capital of the acquired
company on the closing date vary from established thresholds.
Included in the Gedco Acquisition are substantially all of the income
producing assets and associated real property of Orlando Entertains and LA
Entertains, consisting of King Henry's Feast, Blazing Pianos piano bar, the Fort
Liberty shopping complex that includes a Wild Bill's Dinner Theater, each of
which is located in greater Orlando, Florida, and a second Wild Bill's Dinner
Theater located in Buena Park, California. Gerard O'Riordan, President of Gedco
USA, Inc., joined the Company as President of On Stage Theaters, Inc., a
wholly-owned subsidiary of the Company that manages the acquired dinner theaters
and piano bar as well as other selected theaters.
The Company funded the cash portion of the purchase price and
transaction fees and expenses with $12.5 million of mortgage financing from
Imperial Credit Commercial Mortgage Investment Corporation ("ICCMIC") out a
total committed financing from ICCMIC for up to $20 million of mortgage-related
financing. Under the terms of the loan agreement, ICCMIC also has the right to
provide the Company with up to $30 million of similar mortgage financing. In
connection with the financing, the Company issued ICCMIC and Imperial Capital
Group LLC a total of 575,000 warrants exercisable for common stock at an
exercise price of $4.44. In addition, concurrent with the ICCMIC financing, the
Company elected Mark Karlan, the President ICCMIC, to the Company's Board of
Directors.
The Company issued a press release announcing the completion of the
Acquisition, which release is filed herewith as Exhibit 99.1 and is incorporated
herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
To be filed on Form 8-K/A as soon as practicable, but not later than
60 days after this Form 8-K is filed.
(b) Pro Forma Financial Information (Unaudited).
To be filed on Form 8-K/A as soon as practicable, but not later than
60 days after this Form 8-K is filed.
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(c) Exhibits.
99.1 Press release dated March 15, 1998
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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.
ON STAGE ENTERTAINMENT, INC.
(Registrant)
By \s\ Kiranjit S. Sidhu
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Kiranjit S. Sidhu
Chief Financial Officer and Treasurer
Dated: March 30, 1998
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 March 15, 1998 press release: On Stage Completes Gedco Acquisition
for $14 Million and Secures a $20 Million Acquisition Facility
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EXHIBIT 99.1
ON STAGE COMPLETES GEDCO ACQUISITION FOR $14 MILLION
AND SECURES A $20 MILLION ACQUISITION FACILITY
ORLANDO, March 15, 1998 -- On Stage Entertainment (NASDAQ: ONST) today announced
that it has completed the previously announced acquisition of certain assets
from Gedco USA, Inc. (the "Gedco Acquisition") for $14 million by using $12.5
million of a $20 million credit facility provided to On Stage Entertainment by
Imperial Credit Commercial Mortgage Investment Corporation (NASDAQ: ICMI). Under
the terms of their agreement Imperial may also provide On Stage Entertainment
with up to an additional $30 million of mortgage related financing.
On Stage Entertainment anticipates that the Gedco Acquisition will more than
double On Stage Entertainment's annual revenues in 1998 to over $30 million. For
the nine months ended September 30, 1997 the acquired assets from Gedco USA,
Inc. had unaudited revenues of $10.7 million and earnings before interest,
taxes, depreciation and amortization of $2.0 million. The Gedco Acquisition
affirms On Stage Entertainment's position as a leading worldwide provider of
affordable live entertainment and gives the company leading positions in the
lucrative Orlando and Southern California dinner theater markets.
Gerard O'Riordan, President of Gedco USA, Inc. has joined On Stage Entertainment
as President of On Stage Theaters, Inc., a wholly owned subsidiary, which holds
and manages the acquired dinner theaters and piano bar as well as other selected
theaters of On Stage Entertainment. Prior to founding Gedco, Gerard worked with
Planet Hollywood, Hard Rock Cafe and Rank PLC in various senior management and
advisory positions.
"We warmly welcome Gedco's employees to the On Stage family. We are very excited
to have Gerard O'Riordan as part of our senior management team. The combination
of On Stage's production talents with Gedco's operational expertise takes On
Stage Entertainment to another level," said John Stuart, Chairman and CEO of On
Stage Entertainment.
Included in the Gedco Acquisition are substantially all of the income producing
assets and associated real property of Orlando Entertains and LA Entertains;
consisting of King Henry's Feast, Blazing Pianos(R) piano bar and the Fort
Liberty shopping complex that includes a Wild Bill's Dinner Theater located in
greater Orlando, Florida; and a second Wild Bill's Dinner Theater located in
Buena Park, California.
On Stage Entertainment, Inc. develops and produces live theatrical productions
for domestic and international audiences. The Company's flagship Legends in
Concert(R) production is a live tribute show featuring talented artists
re-creating the performances of legendary superstars of past and present music
and motion picture icons. Legends in Concert(R) is the longest running
independently produced show in Las Vegas history. With the recent announcement
of three additional Legends in Concert(R) shows, the Company now will have ten
continuously running
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shows during the 1998 season. In addition to Legends in Concert(R), the Company
has developed and produced 15 other theatrical productions since its founding in
1985, including other tribute-type shows, and a variety of musical reviews,
magic, ice and specialty shows.
This document contains certain forward-looking statements that are subject to
risks and uncertainties. Forward-looking statements include certain information
relating to future financial results, the Company's consolidation strategy, as
well as information that may be contained elsewhere in this document where
statements are preceded by, followed by or include the words "believes,"
"expects," "estimates," "anticipates" "plans, or similar expressions. For such
statements On Stage Entertainment, Inc. claims the protection of the safe harbor
for forward-looking statements contained in the Private Securities Litigation
Reform Act of 1995. Actual events or results may differ materially from those
discussed in forward-looking statements as a result of various factors,
including without limitation, those discussed in the various documents filed by
On Stage Entertainment, Inc. with the Securities and Exchange Commission.
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For further information, contact:
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Kiran Sidhu Tom Payne
Chief Financial Officer President
On Stage Entertainment, Inc. Payne & Associates
702-253-1333 (tel.) 954-783-6992 (tel.)
