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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 3, 1999
Hollywood Theaters, Inc.
Hollywood Theater Holdings, Inc.
Crown Theatre Corporation
(Exact name of registrant as specified in its charter)
Delaware 333-36763 75-2598844
Delaware 333-36763-01 75-2605571
Missouri 333-38157-05 75-2605571
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
2911 Turtle Creek Blvd., Dallas, TX 75219
(Address of principal executive offices) (Zip code)
Registrant's telephone number including area code: (214) 528-9500
Not Applicable
(Former name or former address if changed from last report)
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Item 5. Other Events.
In a press release issued March 3, 1999, Hollywood Theaters, Inc.
("Hollywood" or the "Company") announced that it has agreed to a
recapitalization (the "Recapitalization") sponsored by GTCR Fund VI, L.P., an
investment fund managed by GTCR Golder Rauner. As part of the Recapitalization,
Hollywood's parent, Hollywood Theater Holdings, Inc. ("Holdings"), will merge
(the "Merger") with a subsidiary of Wallace Theater Corporation II ("Wallace
Theater"). As a result of the Merger, Holdings will become a wholly owned
subsidiary of Wallace Theater and Hollywood will continue as a subsidiary of
Holdings.
The consummation of the Merger is subject to a number of conditions,
including successful completion of a tender offer for at least 85% of the
outstanding 10-5/8% Senior Subordinated Notes due August 1, 2007 of the Company,
for which the Company expects to begin mailing offer and consent solicitation
documents by Friday, March 5th.
A copy of the press release issued by the Company is attached as an exhibit
hereto and is incorporated by reference herein.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.1 Press release, dated March 3, 1999, issued by Hollywood Theaters,
Inc.
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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 thereunto duly authorized.
HOLLYWOOD THEATER HOLDINGS, INC.
(Registrant)
By: /s/ Thomas W. Stephenson, Jr.
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Thomas W. Stephenson, Jr.
Chief Executive Officer
By: /s/ James R. Featherstone
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James R. Featherstone
Chief Financial Officer
Date: March 4, 1999
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EXHIBIT 99.1
PRESS RELEASE
For release 7 a.m. CST, Wednesday, March 3, 1999
HOLLYWOOD THEATERS ANNOUNCES RECAPITALIZATION AND MERGER AGREEMENT
Company to Tender For Its 10-5/8% Senior Subordinated Notes Due 2007 and Solicit
Consents to Proposed Amendments to the Indenture as part of Transaction
DALLAS, March 3, 1999 -- Hollywood Theaters, Inc. ("Hollywood" or the
"Company") announced that it has agreed to a recapitalization (the
"Recapitalization") sponsored by GTCR Fund VI, L.P., an investment fund managed
by GTCR Golder Rauner. As part of the Recapitalization, Hollywood's parent,
Hollywood Theater Holdings, Inc. ("Holdings"), will merge (the "Merger") with a
subsidiary of Wallace Theater Corporation II ("Wallace Theater"). As a result
of the Merger, Holdings will become a wholly owned subsidiary of Wallace Theater
and Hollywood will continue as a subsidiary of Holdings.
In connection with the Recapitalization, and as a condition thereto, the
Company will commence an offer to purchase the $110 million principal amount
outstanding of its 10-5/8% Senior Subordinated Notes due 2007 (the "Notes") and
a related solicitation of consents to proposed amendments to the indenture
governing the Notes. The proposed amendments would permit the Recapitalization
and related financing transactions and provide Hollywood with significant
operational flexibility following the Recapitalization.
Subject to the terms and conditions of the offer and solicitation, holders
who tender Notes and deliver consents to the proposed amendments will receive
total cash consideration of $700 per $1,000 principal amount of Notes. This
amount consists of a consent payment of $30 and tender consideration of $670,
which includes all accrued and unpaid interest to but not including the payment
date under the offer. The offer and consent solicitation will be conditioned
on, among other things, consummation of the Recapitalization and related
financing transactions, receipt of consents to the proposed amendments from the
holders of a majority of the aggregate principal amount of Notes outstanding and
the valid tender of at least 85% of the aggregate principal amount of the Notes
outstanding.
In addition to consummation of the offer and consent solicitation, the
Recapitalization is subject to a number of conditions, many of which are beyond
the control of Holdings and Hollywood.
Hollywood said that it expects to begin mailing offer and consent
solicitation documents by Friday, March 5th. Donaldson, Lufkin & Jenrette
Securities Corporation is the financial advisor to the Company. Chase
Securities Inc. is the financial advisor to GTCR and to Wallace
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Theater. MacKenzie Partners, Inc. will serve as Information Agent for the offer
and consent solicitation.
This press release contains forward-looking statements with respect to the
proposed Recapitalization, Merger and the transactions related thereto,
including but not limited to the anticipated tender offer and consent
solicitation and amendments to the indenture governing the Notes. Such
statements are based upon current expectations and involve a number of risks and
uncertainties. For the Company to use the "safe harbor" provisions of the
Private Litigation Reform Act of 1995, you are hereby cautioned that these
statements may be affected by the important factors, among others, set forth
below or noted in Hollywood's periodic filings with the SEC, and, consequently,
actual operations and results may differ materially from those expressed in
these forward-looking statements. The important factors include, but are not
limited to, contingencies affecting the timing of the consummation of the
transactions referenced herein; the Company's dependence on motion picture
production and performance; risks associated with expansion and acquisitions;
and competition experienced by the Company's theaters.
