CLEARVIEW CINEMA GROUP INC
8-K, 1998-06-16
MOTION PICTURE THEATERS
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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): June 11, 1998

                          Clearview Cinema Group, Inc.
               (Exact name of registrant as specified in charter)


           Delaware                      001-13187              22-3338356
  (State or other jurisdiction    (Commission file number     (IRS employer
        of incorporation)                 number)           identification no.)


97 Main Street                                                     07928
Chatham, New Jersey                                             (Zip code)
(Address of principal executive offices)




Registrant's telephone number, including 
area code:  (973) 377-4646



<PAGE>


Item 5. Other Events

            The registrant's press release dated June 11, 1998 is filed herewith
and incorporated herein by reference.


Item 7.  Financial Statements and Exhibits

     (c) Exhibits. The following exhibit is filed as part of this Current Report
on Form 8-K:


                                                                Exhibit
 Description                                                       No.
 -----------                                                    -------

 Press release dated June 11, 1998                               99.01















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<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 thereunto duly authorized.



                                 CLEARVIEW CINEMA GROUP, INC.


                                 By:
                                     ----------------------------------------
                                 Name:   A. Dale Mayo
                                 Title:  Chairman of the Board, President and
                                         Chief Executive Officer

Date:  June 15, 1998



                                     - 3 -
<PAGE>




Exhibit Index

                                                                    SEQUENTIAL
 EXHIBIT NO.                       DOCUMENT                          PAGE NO.

    99.01       Press Release dated June 11, 1998.                      5



                                     - 4 -




FOR IMMEDIATE RELEASE
                                                          Contact:
                                                          John Halecky
                                                          Investor Relations
                                                          (973) 377-4646
                                                          (908) 242-6251

             Clearview Cinema Group To Complete $80 Million Offering

CHATHAM,  NEW JERSEY (JUNE 11, 1998)- - Clearview Cinema Group, Inc. (AMEX: CLV)
announced  today that it will issue on Friday,  June 12, $80  million of 10.875%
Senior Notes due 2008 to qualified institutional buyers, as defined in Rule 144A
under the U.S. Securities Act of 1933, as amended,  or in offshore  transactions
pursuant to Regulation S under that Act.

The Company intends to use the net proceeds to refinance existing  indebtedness,
to redeem its Class B Preferred Stock, to fund a number of pending  acquisitions
and a new theatre development, to pay the fees and expenses of the offering, and
for general corporate purposes.

The issuance of the Notes by Clearview will not be, and has not been, registered
under the  Securities Act and the Notes may not be offered or sold in the United
States  absent  registration  or  applicable  exemption  from  the  registration
requirements of the Securities Act.



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