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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): June 21, 1995
VENTURA ENTERTAINMENT GROUP LTD.
(Exact name of registrant as specified in its charter)
Delaware 95-4165135 0-17349
(State or other jurisdiction of (I.R.S. Employer (Commission
incorporation or organization) Identification No.) File Number)
11466 San Vicente Boulevard, Los Angeles, California 90049
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (310) 820-0607
(Former name or former address, if changed since last report): N/A
-1-
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Item 1. Changes in Control of Registrant
On June 7, 1995 the Board of Directors of Ventura Entertainment Group Ltd.
accepted a proposal from Trivest Financial Services Corp. to provide Ventura
with a $7.5 million financing package which included $6.5 million in equity and
$1 million in debt. The proposal contained certain conditions which Ventura
needed to fulfill before funding would commence.
On June 16, 1995 the Board of Directors took actions regarding each condition
referred to above and was informed by Trivest that all conditions were
satisfactorily met. On June 16, 1995 initial funding of the first $2 million of
equity was received.
The agreement with Trivest provides for $2 million to be received for 4,000,000
shares of Ventura common stock in June 1995 and $1 million in debt in the form
of a two-year unsecured note. An additional $4.5 million will be provided in
July 1995 for 9 million shares of Ventura common stock. When this financing is
completed, Trivest will own in excess of 50% of the common shares outstanding.
Trivest has stated that the funds being provided to Ventura are from working
capital.
A director of Ventura, Mr. Coy Eklund is the CEO of Trivest and Mr. Carleton
Burtt, the Chief Operating Officer of Ventura is also the President of Trivest.
Item 7. Financial Statements and Exhibits
Financial statements required by Regulation S-X will be filed with an amendments
to this form 8-K.
(c) Exhibits:
Letter from Trivest Financial Services Corp. Dated June 3, 1995. Press
release of Ventura Entertainment Group. Ltd. dated June 8, 1995.
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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 authorized.
VENTURA ENTERTAINMENT GROUP LTD.
By: David H. Ward
--------------------------------
David H. Ward
Chief Financial Officer
Dated: June 21, 1995
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TRIVEST FINANCIAL SERVICES CORP.
787 SEVENTH AVENUE 38C
NEW YORK, NEW YORK 10019
TEL: 212 554-3535
FAX: 212-554-1201
June 3, 1995
Mr. Floyd W. Kephart
Chairman and Chief Executive Officer
Ventura Entertainment Group, Ltd.
11466 San Vicente Boulevard
Los Angeles, CA 90049
Dear Floyd:
Trivest Financial Services Corp. ('Trivest') is pleased to present to you
for consideration by the Board of directors of Ventura Entertainment Group, Ltd.
('Ventura') a proposal to provide up to $7,500,000 in financing to Ventura. Of
this amount, $6,500,000 would be equity. The equity investment would be provided
upon the following terms and conditions:
Trivest will purchase from Ventura 4,000,000 shares of Ventura common stock
at a price of $0.50 per share, for a total purchase price of $2,000,000, upon
the occurrence of each of the following:
(a) Approval by the Board of Directors of Ventura of the sale of
Kaleidoscope Acquisition Corporation in accordance with the Memorandum of
Agreement which is to be attached hereto as Exhibit A;
(b) A change in the management of Ventura's 80% owned subsidiary, Soundview
Media, Inc., acceptable to Trivest;
(c) Approval by the Board of directors of Ventura of the call of a
shareholders' meeting of Ventura to be held at the earliest possible date. The
agenda of such meeting shall include the election of a new Board of Directors of
Ventura and the nominees to such Board shall be approved by Trivest;
(d) There shall be no change in the executive management of Ventura.
Funding of this equity investment of $2,000,000 shall occur promptly upon
the satisfaction of all of these conditions.
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In addition, Trivest will purchase from Ventura an additional 9,000,000
shares of Ventura common stock at a price of $0.50 per share, for a total
additional purchase price of $4,500,000. Such additional purchase shall occur on
or before July 31, 1995, and is subject only to the satisfaction of the
conditions precedent to the funding of the $2,000,000 equity investment set
forth above.
In addition, Trivest will purchase a $1,000,000 11% Two Year unsecured note
for the sole purpose of redeeming the Soundview Media Preferred Stock issue
outstanding. Interest on the Note will be payable monthly in arrears. The Note
can be prepaid at par. The Note purchase will be funded five business days
following the execution of a definitive agreement entered into by all
stockholders of Soundview, such agreement to include:
(a) the return of the 1,000,000 common shares of Ventura to Ventura.
(b) the transfer to Ventura of the 20% of the common stock of Soundview
currently owned by the other stockholders of Soundview Media.
(c) the buy out of the Soundview employment contracts of Bennett Smith
and Brian Brady for an agreed payment to each individual of $10,000 per
month for eighteen months.
(c) full waivers and releases in favor of Ventura, and also in favor of
the other stockholders of Soundview Media.
As a fee for arranging the equity financing of $6,500,000, Ventura shall
deliver to Trivest a promissory note in the face principal amount of $500,000.
Such Note shall bear interest at the rate of 8% per annum and shall be due and
payable in one installment of principal and interest which shall be payable upon
the earlier of (a) one year from the date of the note, or (b) the consummation
of the purchase by Trivest of 13,000,000 shares of common stock of Ventura.
Upon approval of the enclosed by the Board of Directors of Ventura, please
indicate your acceptance by signing a copy of this letter where indicated and
returning it to the undersigned.
Very truly yours,
Coy Eklund
Coy Eklund, Chairman and
Chief Executive Officer
Approved by:
Ventura Entertainment Group, Ltd.
By: Floyd W. Kephart
.................................
Floyd Kephart
Chairman and Chief Executive Officer
Date: June 7, 1995
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[LOGO]
VENTURA
ENTERTAINMENT GROUP LTD.
NEWS: For Immediate Release
Contact: TERRI MacINNIS, Dir. of Investor Relations
(310) 446-7715
VENTURA ENTERTAINMENT GROUP
OBTAINS $7.5 MILLION FINANCING
LOS ANGELES, CA, JUNE 8 -- The Board of Directors of Ventura Entertainment
Group Ltd. (NASDAQ: VEGG) has accepted a proposal from Trivest Financial
Services Corp. to provide Ventura with a $7.5 million financing package which
includes $6.5 million in equity and $1 million in debt, it was announced today
by Floyd W. Kephart, Ventura's chairman and CEO. Trivest will immediately
provide $1 million in debt financing in the form of a two-year unsecured note
and $2 million in equity in exchange for 4,000,000 shares of VEGG common stock.
An additional $4.5 million of equity will be provided to the company in
exchange for 9 million shares of Ventura common stock by July 31, 1995.
Trivest has agreed to lock-up on the sale of the stock for an initial
period of six months. Trivest has also agreed that it will not acquire any
additional ownership in Ventura for 12 months.
Coy Eklund, chairman of Trivest and director of VEGG, said that, 'As a
director of Ventura for the past year, I have watched the company struggle in
its efforts to develop what I believe to be a very sound business plan. Due to a
lack of resources, it has been unable to complete that plan thus far. Trivest is
pleased to
-More -
11466 San Vicente Boulevard, Los Angeles, California 90049 Phone: (310) 820-0607
Fax: (310) 820-0692
Charlotte - Detroit - Los Angeles - Naples - New York - San Diego
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VEGG OBTAINS $7.5 MILLION FINANCING PAGE TWO
have the opportunity to participate in this financing and looks forward to being
a major contributor to the growth of Ventura.'
Carleton Burtt, chief operating officer of Ventura and president of
Trivest, said, 'Almost three years ago Floyd, Coy and I joined forces and
committed to build Ventura into a diversified communications and broadcast
company. Trivest has been a shareholder of Ventura and since then, has worked
closely with the company in developing and pursuing its current business plan.
The company's plan to expand its corporate communication business and to acquire
broadcast stations is one which we fully endorse.
'The recent decline in the price of Ventura's stock provided Trivest with
an unexpected opportunity to fulfill its goal to become increasingly involved
with Ventura on an equity basis.'
Kephart said, 'Trivest has long supported Ventura's efforts. This financing
provides our equity requirements for the near term and enables us to implement
our business plan.'
Ventura Entertainment Group Ltd. is a diversified corporate communications,
entertainment and broadcast company. Ventura provides services to major
corporations through sports marketing, corporate sponsorship management,
promotions, event management, film production and distribution. Ventura owns 80
percent of Soundview Media, Inc., its broadcast subsidiary, and its owns 51
percent of Greenwich Entertainment Group, a developer of interactive theaters
and operator of motion simulation entertainment.
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