UNITED STATES
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) January 24,1996
Commission file Number 0-15435
First Entertainment, Inc.
(Exact name of registrant as specified in its charter.)
Colorado 84-0974303
(State or other jurisdiction of (I.R.S. Employer
incorporated or organization) Identification No.)
1380 Lawrence Street, Suite 1400 80204
(Address of principal executive offices (Zip Code)
Registrant's telephone number, including area code:
(303) 592-1235
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Act of 1934
Item 1. Changes in Control of Registrant.
Not Applicable
Item 2. Acquisition or Disposition of Assets.
Not Applicable
Item 3. Bankruptcy or Receivership.
Not Applicable
Item 4. Changes in Registrant's Certifying Accountant
Not Applicable
Item 5. Other Events
During 1995, the Registrant entered into a Development and Licensing
Agreement and a Licensing Agent Agreement (the "Licensing Agreements") with
Indian Motor Company. The License Agreements authorize the Registrant to engage
in a variety of licensing and other business activities using the "Indian"
mark in connection with motorcycles and all derivative uses (the "Trademark").
However, several parties, including the Chapter 7 Debtors and IMMI (as defined
below), have asserted competing claims to the Trademark. Such claims are the
subject of proceedings which are currently pending in the U.S. Bankruptcy Court
in Massachusetts and in U.S. District Court in Denver, Colorado.
At a hearing held on January 19, 1996 in the Massachusetts
Bankruptcy Court, David J. Noonan, as a trustee (the "Trustee") for Indian
Motocycle Company, Inc., Indian Motocylce Apparel and Acessories Co., Inc. and
Indian Motocycle Manufacturing Company, Inc. (collectively, the "Chapter 7
Debtors") and Sterling Consulting Corporation, as receiver (the "Receiver")
for Indian Motorcycle Manufacturing, Inc. ("IMMI"), agreed to a plan for
coordinated sale of the Trademark related assets of such companies (the
"Plan"). The Plan is intended to unite in a single, newly-formed entity (the
"Company") all of the claims to the Trademark which are owned by IMMI and the
Chapter 7 Debtors. In addition, the Trustee withdrew his motion before the
Massachusetts Bankruptcy Court for a contract of the sale of the Chapter 7
estate with MBL, Investments, Inc.
Pursuant to the Plan, IMMI and the Chapter 7 debtors will convey
their assets to the Company. The Company will initially be owned by certain
persons having claims against IMMI who elect to convert their claims into
equity. The Trustee and the Receiver will then solicit bids from prospective
purchasers of the Company. Bids will specify the precentage ownership of the
Company which the purchaser desires to acquire, as well as the proposed purchase
price. That percentage of the Company which is not sold would be retained by
its original shareholders.
The Plan provides that the terms of the bids will be announced and that
"upset" bids may be submitted by competing bidders. Any sale must be approved
by the U.S. District Court in Denver and in Massachusetts Bankruptcy Court.
Proceeds from the sale will first be used to pay the claims of the Chapter 7
Debtors and then to pay those claims of IMMI which are not converted into equity
in the Company.
The Registrant believes that the Plan was approved by the
Massachusetts Bankruptcy Court on January 19, 1996 and that IMMI has moved the
U.S. District Court in Denver for an order approving the Plan. Neither court
has ruled upon the validity or enforceability of the Registrant's rights under
the License Agreements.
The Regisrant intends to assemble a group which will submit a bid to
purchase a controlling intrest in the Company. There can be no assurance that
the Registrant will succeed in acquiring an intrest in the Company, or that its
rights under the License Agreements will be preserved.
Item 6. Resignation of Registant's Directors.
Not Applicable
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Not Applicable
Item 8. Change in Fiscal Year.
Not Applicable
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 hereunto duly autorized.
FIRST ENTERTAINMENT, INC.
By:A.B. Goldberg
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A.B. Goldberg
President
Dated: January 24, 1996
