SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): April 12, 1999
THE KUSHNER-LOCKE COMPANY
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
California 0-17295 95-4079057
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
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11601 Wilshire Boulevard, 21st Floor, Los Angeles, California 90025
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 481-2000
No Change
(Former name or former address, if changed since last report.)
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Item 5. Other Events
The attached Exhibits are incorporated by reference herein, and the
descriptions set forth below are qualified in their entirety by reference to
the Exhibits. On April 12, 1999, The Kushner-Locke Company (the "Company")
issued a press release announcing the filing of a Form S-1. On April 13,
1999, the Company issued a press release announcing the redemption of its
Class C Redeemable Common Stock Purchase Warrants and its outstanding 10%
Convertible Subordinated Debentures, Series A Due 2000.
Item 7. Exhibits
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<S> <C>
Exhibit No. Description
20.1 Notice to Holders of Class C Redeemable Common Stock Purchase
Warrants
20.2 Holders of 10% Convertible Subordinated Debentures due 2000,
Series A
99.1 Press Release - April 12, 1999
99.2 Press Release - April 13, 1999
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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.
THE KUSHNER-LOCKE COMPANY
Date: April 15, 1999
By: /s/ DONALD KUSHNER
Donald Kushner
Co-Chairman of the Board and
Co-Chief Executive Officer
<PAGE>
EXHIBIT 20.1
[LOGO]
KUSHNER-LOCKE
COMPANY
April 13, 1999
To: Holders of Class C Redeemable Common Stock Purchase Warrants
On April 8, 1999, the Board of Directors (the "Board") of The Kushner-Locke
Company (the "Company") determined to redeem all of the issued and outstanding
Company Class C Redeemable Common Stock Purchase Warrants (the "Class C
Warrants") issued pursuant to that certain Warrant Agreement (the "Warrant
Agreement"), dated as of July 24, 1996, among the Company, Lew Lieberbaum &
Co., Inc. and Corporate Stock Transfer, Inc., as the warrant agent (the
"Warrant Agent").
The Board has set May 14, 1999 as the date for redemption for all of the Class
C Warrants. In accordance with the Warrant Agreement and the Class C Warrant
certificate, the redemption price shall be $0.10 per Class C Warrant. The
high bid price of the Company's common stock, no par value per share (the
"Common Stock"), exceeded the required $10.29375 per share amount for each of
the ten consecutive trading days ending on April 8, 1999 thus permitting the
Company to redeem the Class C Warrants as set forth in the Warrant Agreement.
This notice of redemption is being sent to all registered holders of Class C
Warrants on the date hereof at the addresses for such holders recorded in the
Warrant register in accordance with the provisions of the Warrant Agreement.
Holders of Class C Warrants may exercise such Class C Warrants to purchase
shares of Common Stock at an exercise price of $6.8625 per share on or prior
to the close of business of the Warrant Agent on May 13, 1999. In order to
properly exercise Class C Warrants, holders thereof must:
1 present and surrender the certificate or certificates evidencing Class C
Warrants the holder thereof wishes to exercise;
2 present and surrender a duly completed and executed exercise form on the
reverse side of the certificate evidencing the Class C Warrants the holder
thereof wishes to exercise; and
3 pay to the order of Corporate Stock Transfer Escrow for The Kushner-Locke
Company the aggregate exercise price of all of the Class C Warrants to be
exercised ($6.8625 times the number of Class C Warrants to be exercised).
Certificates evidencing the Class C Warrants and the duly completed and
executed exercise forms on the reverse side thereof must be presented and
surrendered to the Warrant Agent at:
Corporate Stock Transfer, Inc.
370 17th Street, Suite 2350
Denver, Colorado 80202
Attention: Carylyn Bell
If you have any questions in connection with the redemption or the exercise of
Class C Warrants, please contact Carylyn Bell at Corporate Stock Transfer at
(303) 395-3300 or contact Maili Bergman at (310) 481-2000.
Sincerely,
/S/ DONALD KUSHNER /S/ PETER LOCKE
Donald Kushner Peter Locke
Co-Chairmen of the Board and Co-Chief Executive Officers
<PAGE>
EXHIBIT 20.2
[LOGO]
KUSHNER-LOCKE
COMPANY
April 13, 1999
To: Holders of 10% Convertible Subordinated Debentures due 2000, Series A
On April 8, 1999, the Board of Directors (the "Board") of The Kushner-Locke
Company (the "Company") determined to redeem all of the issued and outstanding
10% Convertible Subordinated Debentures due 2000, Series A (the "Debentures")
issued pursuant to that certain Indenture (the "Indenture"), dated as of
December 1, 1990, between the Company and National City Bank of Minneapolis,
as trustee (the "Fiscal Agent").
The Board has set May 14, 1999 as the date for redemption for all of the
Debentures (the "Redemption Date"). In accordance with the Indenture, the
redemption price shall be 100% of the principal amount represented by each
Debenture with all accrued and unpaid interest on the principal amount thereof
to the date of redemption (collectively, the "Redemption Price"). On the
Redemption Date the Redemption Price will become due and payable upon each
Debenture and interest on the Debentures will cease to accrue on and after the
Redemption Date. Payment of the Redemption Price shall be made upon the
surrender of the Debenture at:
If by U.S. mail: National City Bank of Minneapolis
Corporate Trust Operations
P.O. Box 1919
Minneapolis, MN 55480
If in person: National City Bank of Minneapolis
5th Floor Paying Agent
651 Nicollet Mall
Minneapolis, Minnesota 55402
This notice of redemption is being sent to all registered holders of Debentures
on the date hereof at the addresses for such holders recorded in the Debenture
register in accordance with the provisions of the Indenture.
The Debentures are convertible into shares of common stock of the Company
("Common Stock") at a conversion price of $7.6142 per share on or prior to the
close of business on the Redemption Date. In order to properly convert the
Debenture, holders thereof must:
1 surrender the original Debenture or Debentures to the Fiscal Agent during
usual business hours;
2 deliver to the Fiscal Agent a written notice in form satisfactory to the
Fiscal Agent, duly endorsed, that the holder elects to convert such
Debenture or Debentures;
3 if the certificate or certificates for the shares of Common Stock to be
issued upon such conversion are to be in a name other than the registered
holder of such Debenture or Debentures, the notice shall also state the
name or names (with addresses) in which the certificate or certificates for
such shares of Common Stock will be issued and shall be accompanied by a
written instrument or instruments of transfer, in form satisfactory to the
Fiscal Agent, duly executed by the holder thereof or such holder's attorney
duly authorized in writing.
Such documents shall be delivered on or prior to the Redemption Date to the
office of the Fiscal Agent at:
If by U.S. mail: National City Bank of Minneapolis
Corporate Trust Operations
P.O. Box 1919
Minneapolis, MN 55480
If in person: National City Bank of Minneapolis
5th Floor Paying Agent
651 Nicollet Mall
Minneapolis, Minnesota 55402
No fractional shares shall be issuable upon conversion of a Debenture. If a
fractional shares would otherwise be issuable upon the conversion of all
Debentures of a holder, the Company may pay a cash adjustment price for such
fractional interest based upon a 30 trading day average closing price of the
Common Stock. If the Company does not make such payment, the holder may
choose to purchase the additional fractional interest required to make up a
full share of Common Stock or to sell such fractional interest. The holder of
Debentures must make such determination in writing when presenting the
Debenture for conversion. The procedures set forth in the Indenture shall
govern the handling of fractional shares.
If you have any questions in connection with the redemption or the conversion
of Debentures, please contact Mr. Timothy Murphy at National City Bank of
Minneapolis at (612) 904-8372 or contact Maili Bergman at (310) 481-2000.
Sincerely,
/S/ DONALD KUSHNER /S/ PETER LOCKE
Donald Kushner Peter Locke
Co-Chairmen of the Board and Co-Chief Executive Officers
<PAGE>
EXHIBIT 99.1
[LOGO]
KUSHNER-LOCKE
COMPANY
For Immediate Release Contact: Maili Bergman
April 12, 1999 310-481-2000
US SEARCH CORP.COM FILES
FOR PROPOSED INITIAL PUBLIC OFFERING
LOS ANGELES, CA---The Kushner-Locke Company (Nasdaq: KLOC) announced today
that its majority owned subsidiary, US SEARCH Corp.com (US SEARCH), currently
operated as 1-800 U.S. SEARCH, has filed a registration statement on Form S-1
for a proposed initial public offering of common stock of US SEARCH Corp.com.
Kushner-Locke may be a selling shareholder in this offering. The proposed
offering will be managed by Bear, Stearns & Co. Inc., BancBoston Robertson
Stephens Inc. and Wit Capital Corporation (as e-manager).
US SEARCH, through its 1800USEARCH.com web site and its toll-free 1-800 US
SEARCH telephone number, provides clients with a single, comprehensive access
point for a broad range of public record information about individuals. US
SEARCH's current services can be used for the purposes of locating people,
conducting background checks, identity verification, national court records
searches and adoption reunion services and are available 24 hours a day, 7 days
a week. US SEARCH also provides value added search services, including
assisted searches both online and over the telephone.
The Kushner-Locke Company is a leading independent producer and distributor
of feature films, direct to video films, television series, made for
television movies, mini-series, and animated programming for theaters,
network, and cable television. Other operations include satellite channel,
Gran Canal Latino and 1-800-U.S.SEARCH. Visit our Web site at
www.kushner-locke.com.
KLOC - NASDAQ/NNM
A registration statement relating to these securities has been filed with
the Securities and Exchange Commission but has not yet become effective.
These securities may not be sold nor may offers to buy be accepted prior to
the time the registration statement becomes effective. This press release
shall not onstitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of these securities in any state in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.
The address for Bear, Stearns & Co. Inc. is 245 Park Avenue, New York, NY
10167, and for BancBoston Robertson Stephens Inc. is 555 California Street,
Suite 2600, San Francisco, CA 94104.
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EXHIBIT 99.2
[LOGO]
KUSHNER-LOCKE
COMPANY
Contact: Maili Bergman
April 13, 1999 310-481-2000
KUSHNER-LOCKE COMPANY CALLS CLASS C WARRANTS FOR REDEMPTION
LOS ANGELES---The Kushner-Locke Co. (NASDAQ/KLOC) announced today that it is
redeeming its publicly traded Class C Redeemable Common Stock Purchase
Warrants (NASDAQ/KLOCZ). The redemption date is May 14, 1999. The redemption
price of the Class C Warrants is $0.10 per Class C Warrant.
The Class C Warrants will remain exercisable into Kushner-Locke Common Stock
at an exercise price of $6.8625 per share until the transfer agent's close of
business (Central Daylight time) on May 14, 1999.
Robert Swan, CFO of Kushner-Locke, stated "Should warrant holders elect to
exercise, the exercise will improve the capital structure of the company by
providing new equity at rates per share in excess of current net book values."
The Company also announced that it is redeeming the remaining $77,000 of its
10% Convertible Subordinated Debentures, Series A Due 2000. The redemption
date for the Debentures is May 14, 1999, and the redemption price is 100% of
the principal amount plus interest to the date of redemption. The Debentures
will remain convertible into Common Stock at a $7.6142 per share conversion
price until May 14, 1999.
The Kushner-Locke Company is a leading independent producer and distributor
of feature films, direct to video films, television series, made for
television movies, mini-series, and animated programming for theaters,
network, and cable television. Other operations include satellite channel Gran
Canal Latino and 1-800-U.S.SEARCH. Visit our Web sites at
www.kushner-locke.com and www.1800USSEARCH.com. KLOC - NASDAQ/NNM
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