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
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Date of Report (Date of earliest event reported): June 12, 1998
Clearview Cinema Group, Inc.
(Exact name of registrant as specified in charter)
Delaware 001-13187 22-3338356
(State or other (Commission file (IRS employer
jurisdiction of number) identification no.)
incorporation)
97 Main Street 07928
Chatham, New Jersey (Zip code)
(Address of principal executive
offices)
Registrant's telephone number,
including area code: (973) 377-4646
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Item 5. Other Events
On June 12, 1998, Clearview Cinema Group, Inc. (the "Company") completed
the offer and sale of $80 million in aggregate principal amount of its 10 7/8%
Senior Notes due 2008 (the "Notes") pursuant to, and in accordance with the
terms of an Indenture dated as of June 12, 1998 (the "Indenture") by and among
the Company, its subsidiaries as guarantors (the "Subsidiary Guarantors"), and
The Bank of New York, as Trustee. The Indenture is included as Exhibit 4.01
hereto and is incorporated by reference herein in its entirety.
Pursuant to a Registration Rights Agreement, dated as of June 12, 1998
(the "Registration Rights Agreement"), by and among the Company, the Subsidiary
Guarantors and the Initial Purchaser (as defined), the Company agreed to prepare
and file with the Securities and Exchange Commission not later than August 11,
1998, a registration statement on Form SB-2 (the "Exchange Offer Registration
Statement") with respect to an offer to exchange the Notes (the "Exchange
Offer") for a new issue of debt securities of the Company (the "New Notes")
registered under the Securities Act of 1933, as amended, with terms identical in
all material respects to those of the Notes. If the Exchange Offer is not
permitted by applicable law and in certain other circumstances, the Company also
agreed to file a registration statement on Form SB-2 as a "shelf" registration
under Rule 415 of the Securities Exchange Act of 1934, as amended, covering the
resale of the Notes. A copy of the Registration Rights Agreement is included as
Exhibit 10.01 hereto and is incorporated by reference herein in its entirety.
On June 12, 1998, the Company also amended and restated its Credit
Agreement with The Provident Bank (the "New Credit Facility") to provide for a
secured revolving credit loan of $15 million. A copy of the New Credit Facility
is included as Exhibit 10.02 hereto and is incorporated by reference herein in
its entirety.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
4.01 Indenture dated as of June 12, 1998 by and among Clearview
Cinema Group, its subsidiaries as guarantors, and The Bank of
New York, as Trustee.
10.01 Registration Rights Agreement, dated as June 12, 1998, by and
between Clearview Cinema Group, Inc., its subsidiaries as
guarantors, and Lehman Brothers, Inc.
10.02 Second Amended and Restated Credit Agreement, dated as of June
12, 1998, by and between Clearview Cinema Group, Inc.
and The Provident Bank.
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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 thereunto duly authorized.
CLEARVIEW CINEMA GROUP, INC.
By: /s/ A. Dale Mayo
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Name: A. Dale Mayo
Title: Chairman of the Board, President
and Chief Executive Officer
Date: July 9, 1998
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EXHIBIT INDEX
EXHIBIT NO. DOCUMENT
4.01 Indenture dated as of June 12, 1998 by and among Clearview Cinema
Group, Inc., its subsidiaries as guarantors, and
The Bank of New York, as Trustee (incorporated by references to
Exhibit 4.04 to Registration Statement on Form SB-2 filed July 2,
1998).
10.01 Registration Rights Agreement dated as June 12, 1998, by and
between Clearview Cinema Group, Inc., its subsidiaries as
guarantors, and Lehman Brothers, Inc. (incorporated by references
to Exhibit 10.32 to Registration Statement on Form SB-2 filed
July 2, 1998).
10.02 Second Amended and Restated Credit Agreement, dated as of June
12, 1998, by and between Clearview Cinema Group, Inc. and The
Provident Bank (incorporated by references to Exhibit 10.21 to
Registration Statement on Form SB-2 filed July 2, 1998).
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