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) May 5, 2000
_________________________
ON STAGE ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
Nevada ____ 0-92402 88-0214292
(State or Other Jurisdiction (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
4625 West Nevso Drive, Las Vegas, Nevada 89103
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (702) 253-1333 _
N/A
________________________________________________________________________________
(Former Name or Former Address, if Changed Since Last Report.)
<PAGE>
Item 5. Other Events
On May 5, 2000, On Stage Entertainment, Inc. (the "Company") issued a press
release announcing that it has entered into a partial settlement with its first
mortgage lender, Imperial Credit Commercial Mortgage Investment Corp.
("ICCMIC"), pursuant to which the Company agreed not to take measures to prevent
ICCMIC from foreclosing upon the Fort Liberty and King Henry's Feast theaters in
exchange for: (1) an aggregate credit of $9.0mm for its Fort Liberty ($3.0mm),
King Henry's Feast ($4.0mm) and Legends in Concert Surfside Beach ($2.0mm)
theaters; and (2) a thirty (30) day extension of time during which ICCMIC has
agreed: (i) to forego collection on its deficiency judgment in Nevada; and (ii)
to extend the foreclosure date on the Legends in Concert Surfside Beach theater.
Additionally, the Company has orally agreed with ICCMIC to temporarily operate
the King Henry's and Fort Liberty Theaters for an indefinite period of time and
has engaged in active negotiations with ICCMIC to resolve the issue of the
deficiency judgment. However, there can be no assurance that: (1) ICCMIC will
allow the Company to continue to operate the theaters for any definite period in
the future; (2) the Company will be successful in negotiating a final settlement
with ICCMIC to resolve the remaining issue of the deficiency judgment; and/or
(3) ICCMIC will not pursue collection on the deficiency judgment after June 1,
2000.
A copy of this press release is attached as Exhibit 99.1 to this Current
Report on Form 8-K.
Item 7. Financial Statements and Exhibits
The following exhibit is filed as part of this Current Report on Form
8-K.
Exhibit No. Description
99.1 Press release dated May 5, 2000
2
<PAGE>
SIGNATURES
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.
Date: May 5, 2000 ON STAGE ENTERTAINMENT, INC.
(Registrant)
By: /s/ John W. Stuart
________________________________
John W. Stuart
Chairman of the Board and
Chief Executive Officer
3
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
99.1 Press release dated May 5, 2000
___________________________
NEWS RELEASE
________________________________
4625 W. Nevso Drive
Las Vegas, NV 89103
702-253-1333 Telephone
702-253-1122 Fax
FOR IMMEDIATE RELEASE
On Stage Entertainment Reports Partial Settlement with
First Mortgage Lender
May 5, 2000
On Stage Entertainment, Inc. (ONST.OTCBB; ONSTW.OTCBB)(the "Company") announced
today that it has entered into a partial settlement with its first mortgage
lender, Imperial Credit Commercial Mortgage Investment Corp. ("ICCMIC"),
pursuant to which the Company agreed not to take measures to prevent ICCMIC from
foreclosing upon the Fort Liberty and King Henry's Feast theaters in exchange
for: (1) an aggregate credit of $9.0mm for its Fort Liberty ($3.0mm), King
Henry's Feast ($4.0mm) and Legends in Concert Surfside Beach ($2.0mm) theaters;
and (2) a thirty (30) day extension of time during which ICCMIC has agreed: (i)
to forego collection on its deficiency judgment in Nevada; and (ii) to extend
the foreclosure date on the Legends in Concert Surfside Beach theater.
Additionally, the Company has orally agreed with ICCMIC to temporarily operate
the King Henry's and Fort Liberty Theaters for an indefinite period of time and
has engaged in active negotiations with ICCMIC to resolve the issue of the
deficiency judgment. However, there can be no assurance that: (1) ICCMIC will
allow the Company to continue to operate the theaters for any definite period in
the future; (2) the Company will be successful in negotiating a final settlement
with ICCMIC to resolve the remaining issue of the deficiency judgment; and/or
(3) ICCMIC will not pursue collection on the deficiency judgment after June 1,
2000.
Summary of First Mortgage Debt
In March 1998, ICCMIC agreed to provide the Company with up to $20,000,000 of
mortgage financing. Concurrently, the Company used $12,500,000 of the facility
to fund the cash portion of acquisition of assets from Gedco USA, Inc., which
consisted primarily of two dinner theaters, a retail shopping complex and a
<PAGE>
piano bar in the greater Orlando area and one dinner theater in Buena Park,
California. On June 30, 1998, the Company used an additional $1,100,000 to fund
the cash portion of the purchase of a fee simple interest in the Legends Theater
in Surfside Beach, South Carolina, and the purchase of a leasehold interest in
the Eddie Miles Theater in North Myrtle Beach, South Carolina. In October 1998,
the Company used an additional $550,000 for working capital purposes. The
initial $12,500,000 loan and the subsequent $1,650,000 in loans extended by
ICCMIC to On Stage under the mortgage financing facility bear interest at the
rate of 9.06% and 9.9%, respectively.
Events Leading up to the Partial Settlement
The Company was able to make the January and February 1999 payments due under
the ICCMIC facility but was late in making each of those payments. As a result
of those delinquencies, the Company incurred late charges and default interest,
which it was unable to pay. As of May 5, 2000, the Company had not made any
payments to ICCMIC on this first mortgage loan facility since March 1999.
On November 5, 1999, the Company received a formal demand from ICCMIC to pay
them the sum of $16,163,305 as a guarantor under the loan, which represented all
of the indebtedness due ICCMIC as of that date. On November 12, 1999, ICCMIC
filed a complaint against us in the District Court for Clark County, Nevada,
alleging, among other things, that On Stage was in breach of the guaranty. On
December 10, 1999, On Stage agreed to allow ICCMIC to obtain a judgment against
the Company for the amount of the guaranty, in return for forbearance on the
collection of this judgment until March 31, 2000. ICCMIC has extended the date
for collection on this judgment until June 1, 2000.
On December 9, 1999, ICCMIC obtained judgment of foreclosure against the
Company's subsidiaries, Fort Liberty, Inc. and King Henry's, Inc., for the sale
of the Fort Liberty Shopping Complex and Wild Bill's Dinner Theater in
Kissimmee, Florida and The King Henry's Feast in Orlando, Florida. While the
foreclosure sales on these properties were originally scheduled for late January
2000, ICCMIC honored the Company's requests to extend these foreclosure sales
until May 2 and 3, 2000, respectively. However, these foreclosure sales occurred
as scheduled, pursuant to the Company's agreement with ICCMIC as discussed
above.
On January 5, 2000, ICCMIC obtained a foreclosure decree for the judicial sale
of our Legends in Concert Family Theater in Surfside Beach, South Carolina. The
foreclosure sale was set for February 7, 2000, but was extended by ICCMIC until
early June 2000.
Status of Negotiations with ICCMIC
The Company has had extensive negotiations with the executives of ICCMIC in an
attempt to negotiate an amicable resolution of the Nevada deficiency judgment.
The Company intends to continue to pursue its negotiations with ICCMIC. However,
<PAGE>
there can be no assurance that the Company and ICCMIC will be able to come to a
resolution of the Nevada deficiency judgment or that ICCMIC will not enforce
upon this judgment after June 1, 2000.
On Stage Entertainment, Inc. produces and markets theatrical productions and
operates live theaters and dinner theaters worldwide.
This document contains certain forward-looking statements that are subject to
risks and uncertainties. Forward-looking statements include certain information
relating to anticipated acquisitions, as well as other forward-looking
statements that may be contained elsewhere in this document. For such
statements, On Stage 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 those
discussed in the various documents filed by On Stage with the Securities and
Exchange Commission.
# # #
For further information, contact:
Christopher R. Grobl, Esq.
General Counsel
On Stage Entertainment, Inc.
702-253-1333 (tel.)
702-253-1333 (fax)
