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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) February 14, 1996
MARTIN LAWRENCE LIMITED EDITIONS, INC.
(Exact name of registrant as specified in its charter)
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Delaware 0-13141 95-4103583
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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16250 Stagg Street, Van Nuys, CA 91406
Registrant's telephone number, including area code (818) 988-0630
Not applicable
(former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
On February 14, 1996, Martin Lawrence Limited Editions, Inc., a
Delaware corporation (the "Company"), issued a press release, a copy of which
is attached hereto as an exhibit and incorporated herein by this reference.
ITEM 7. EXHIBITS
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Exhibit No. Description
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99.1 Press Release issued
February 14, 1996
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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.
MARTIN LAWRENCE LIMITED
EDITIONS, INC.
Dated: February 13, 1996 By:/s/Allen A. Baron
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Allen A. Baron
Chairman of the Board and
Chief Financial Officer
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EXHIBIT INDEX
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EXHIBIT PAGE
NO. DESCRIPTION NO.
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99.1 Press release issued on 4
February 14, 1996
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EXHIBIT 99.1
Page 1 of 2
February 14, 1996 Contact: Allen A. Baron
Chairman of the Board
818-988-0630
MARTIN LAWRENCE LIMITED EDITIONS, INC.
ANNOUNCES TERMINATION OF PRIVATE PLACEMENT OF
CONVERTIBLE PREFERRED STOCK
VAN NUYS, Calif. - (BUSINESS WIRE)--Allen A. Baron, Chairman of the
Board of Martin Lawrence Limited Editions, Inc. (NYSE:MLE), announced today
that the Company had terminated its private placement of 10% Cumulative
Convertible Preferred Stock (the "Preferred Stock"), which was commenced in
October 1994. The Company received aggregate gross proceeds of $2,600,000 from
the private placement and issued 260,000 shares of Preferred Stock at $10 per
share. The maximum offering amount was $5,175,000.
Dividends on the Preferred Stock are payable semi-annually at the rate
of 10% per annum. Each share of Preferred Stock will automatically convert
into 10 shares of the Company's Common Stock, subject to adjustment in certain
events, when the Common Stock equals or exceeds $2.25 per share for 20
consecutive trading days. In addition, holders of the Preferred Stock may,
under certain circumstances, elect to convert the Preferred Stock into Common
Stock. The Preferred Stock is redeemable by the Company on or after January 1,
1997 at gradually decreasing rates. The Company must redeem all of the shares
of Preferred
(more)
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Page 2 of 2
February 14, 1996 Contact: Allen A. Baron
Chairman of the Board
818-988-0630
MARTIN LAWRENCE LIMITED EDITIONS, INC.
ANNOUNCES TERMINATION OF PRIVATE PLACEMENT OF
CONVERTIBLE PREFERRED STOCK
(Cont'd.)
Stock no later than January 1, 2005. The Preferred Stock is non-voting except
to elect directors upon two consecutive dividend arrearages and with respect to
certain matters.
The Company made the offering in order to raise capital for increasing
the Company's publishing activities, purchasing new inventory, expanding
marketing and sales efforts, opening new galleries and remodeling existing
galleries, paying certain lease obligations and for working capital and general
corporate purposes. The offering was effected by placement agents on a "best
efforts" basis primarily to institutional and other accredited investors.
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