SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 27, 1999
THE PRODUCERS ENTERTAINMENT GROUP LTD.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-18410 95-4233050
State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
5757 Wilshire Boulevard
Los Angeles, California 90036
(Address of Principal Executive Offices)
(323) 634-8634
(Registrant's Telephone Number)
None
(Former Name of Registrant)
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ITEM 5. OTHER INFORMATION
(a) Reference is made to the press release of the Company issued on April
27, 1999 which contains the information meeting the requirements of this Item 5
and is incorporated herein by this reference. A copy of this press release is
attached to this Form 8-K as Exhibit 99.1.
(b) In connection with the Company's offering in 1996, the Company issued
5,100,000 warrants to purchase 5,100,000 shares of common stock at an exercise
price of $1.75 per share (or one warrant for one share of Common Stock). These
warrants trade on the Nasdaq Small Cap market under the symbol "TPEGW". In April
1998, the Company's stockholders approved a 1- for-3 reverse stock split of the
Company's Common Stock. Pursuant to the terms of the Warrant Agreement governing
the warrants, the terms of the warrants were automatically adjusted so that the
5,100,000 warrants remained outstanding to purchase 1,700,000 shares of Common
Stock at an exercise price of $5.25 per share (or three warrants for one share
of Common Stock).
Separately, as of June 30, 1998, the Company had outstanding options (which
do not trade) to acquire 50,000 shares of common stock at prices ranging from
$21.00 to $24.00 per share, which options expire at December 31, 1999.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
99.1 Press Release.
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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.
April 29, 1999 THE PRODUCERS ENTERTAINMENT GROUP LTD.
By: /S/ IRWIN MEYER
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Irwin Meyer
Chief Executive Officer
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EXHIBIT INDEX
EXHIBITS
99.1 Press Release
EXHIBIT 99.1
NEWS
FOR IMMEDIATE RELEASE:
FOR IMMEDIATE RELEASE
THE PRODUCERS ENTERTAINMENT GROUP
TO FORM INVESTMENT LIMITED PARTNERSHIP
Los Angeles, April 27, 1999 - The Producers Entertainment Group Ltd. (NASDAQ:
TPEG; BSE: TPG) announced today that it plans to form a Limited Partnership
(IATR Internet Investments, L.P. #1) and to offer to accredited investors only
units in the Limited Partnership. The offering will be made on a best effort
basis. The Company plans to sell a minimum of $5 million and a maximum of $20
million of Limited Partnership units.
The Partnership, of which TPEG will be the General Partner, will offer units to
a limited number of accredited investors, at a price of $100,000 per unit. Each
unit will be divided into a Limited Partnership interest of $90,000 and an
equity investment in TPEG Common Stock of $10,000. TPEG will immediately
reinvest the proceeds it receives into the Partnership, giving the Company a 10%
interest.
The purpose of the offering is to raise capital to invest in Internet and
e-commerce related companies.
The Limited Partnership interests have not been registered under the Securities
Act and may not be offered or sold in the United States, absent registration or
an applicable exemption from the registration requirements. This press release
does not constitute an offer to sell or the solicitation of an offer to buy a
Limited Partnership interest, nor shall there be any sale of the Limited
Partnership interests in any state in which such an offer, solicitation or sale
would be unlawful prior to the qualification of such Limited Partnership
interests under the appropriate securities laws of any such state. Offers of
units in the Limited Partnership will be made only by means of an offering
memorandum.
This press release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Such forward-looking statements relate to, among other
things, the successful consummation of the private placement. These
forward-looking statements involve risks and uncertainties. A number of factors
could cause actual results to differ from those indicated in the forward-looking
statements, including
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the failure to attract investors. This and other risk factors are discussed in
the Company's filings with the Securities and Exchange Commission (including the
Company's Annual Report on Form 10-KSB). The Company undertakes no obligation to
publicly update or revise the forward-looking statements whether as a result of
new information, future events or otherwise.
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Contact: Irwin Meyer
(323) 634-8634
