MARTIN LAWRENCE LIMITED EDITIONS INC
8-K, 1997-03-31
MISCELLANEOUS PUBLISHING
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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 28, 1997
 
 
 
                     MARTIN LAWRENCE LIMITED EDITIONS, INC.
- -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)
 
 
Delaware                            0-13141                     95-4103583 
- -------------------------------------------------------------------------------
(State or other juris-           (Commission                   (IRS Employer 
 diction of incorporation)       File Number)               Identification No.) 
 
 
 
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.)
 
 
 
 
 

 
 
 

<PAGE>   2

Item 3.  Bankruptcy or Receivership 
 
                On December 17, 1996, Martin Lawrence Limited Editions, Inc., a
Delaware corporation (the "Company"), filed a voluntary Petition for Relief
under the provisions of Chapter 11 of the U.S. Bankruptcy Code in the U.S.
Bankruptcy Court for the Central District of California (Bankruptcy Case No.
SV96-24875KL). Chapter 11 allows the Company to remain as debtor in possession
of its assets and business while being subject to the supervision and order of
the Bankruptcy Court for certain transactions and actions. 
 
                In addition, each of Martin Lawrence Limited Editions of
California, Inc., a California corporation, and Martin Lawrence Frame Shops,
Inc., a California corporation, both direct, wholly-owned subsidiaries of the
Company also filed a Voluntary Petition for Relief under the provisions of
Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the
Central District of California (Bankruptcy Case Nos. SV96-24877KL and
SV96-24874KL, respectively). 
 
 
Item 5.  Other Events 
 
                The Company issued a press release on March 28, 1997 regarding a
proposed plan of reorganization.  See Exhibit 99.1 attached hereto and
incorporated herein. 
 
 
Item 7.  Exhibits 
 
        Exhibit No.            Description 
        -----------            ------------ 
           99.1                Press Release issued 
                               March 28, 1997 
 
 
                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:  March 28, 1997                 By: /s/Allen A. Baron            
                                       -------------------------------------
                                                 Allen A. Baron  
                                            Chairman of the Board and 
                                             Chief Financial Officer 
 
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                                 EXHIBIT INDEX
 
EXHIBIT                                                                  PAGE 
  NO.                             DESCRIPTION                             NO. 
- -------                   -----------------------                        ---- 
 99.1                     Press release issued on                          4 
                          March 28, 1997 
 
 
 
 
     
 
<PAGE>   4

 
                                                                   EXHIBIT 99.1 
 
                                  Page 1 of 1
                                                          
 
                     MARTIN LAWRENCE LIMITED EDITIONS, INC.
                   -----------------------------------------
                   ANNOUNCES PROPOSED PLAN OF REORGANIZATION
                   -----------------------------------------
 
                 
                Van Nuys, Calif. - (Business Wire)--Allen A. Baron, chairman of
the board of Martin Lawrence Limited Editions, Inc. (NASDAQ OTCBB:MLLE),
testified at a meeting of the Company's creditors that Chalk & Vermilion Fine
Arts, LLC ("Chalk") and the Official Committee of Creditors Holding General
Unsecured Claims have approached the Company and requested that the Company
support a plan of reorganization to be funded by Chalk in connection with the
Company's Chapter 11 bankruptcy case which was commenced on December 17, 1996.
Under Chalk's plan, Chalk, the Company's largest secured creditor, would
exchange its approximately $1.2 million debt for 100% of the equity of the
reorganized company; $525,000 would be set aside for payment of general
unsecured claims; existing common stock and preferred stock of the Company would
be extinguished; and, among other things, details with respect to other secured
debt are still being determined.  However, Mr. Baron advised that the Company is
still exploring other alternatives in an effort to maximize the benefits to all
of the Company's constituencies.  Absent a more beneficial alternative, the
Company intends to file the Chalk proposal with the Bankruptcy Court prior to
April 16, 1997 which is the date on which the exclusive period during which only
the Company may file a reorganization plan with the Bankruptcy Court expires.

                In addition, the Company has requested permission from the
Securities and Exchange Commission to modify its public reporting obligations
for the term of the Company's Chapter 11 case.  The Company has sought approval
to file monthly reports prepared for the U.S. Trustee's Office (the "Trustee
Reports") under cover of Form 8-K, in lieu of the Company's Quarterly Reports on
Form 10-Q and Annual Report on Form 10-K.  In this connection, the Company
intends to request an exemption from filing on EDGAR (electronic filing) and
will seek permission to file in paper.  A response to the modified reporting
request is expected from the SEC in the near future. 
 
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