<PAGE>
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): July 21, 1997
TRIMARK HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-18613 95-4272695
(Commission File (I.R.S. Employer
Number) Identification Number)
2644 30TH STREET
SANTA MONICA, CALIFORNIA 90405
(Address of principal executive offices) (Zip Code)
(310) 314-2000
(Registrant's telephone number, including area code)
Page 1
Exhibit Index: Page 4
<PAGE>
ITEM 5. OTHER EVENTS
------------
On July 21, 1997, Trimark Holdings, Inc. (the "Registrant") announced that it
has retained the investment banking firm, Societe Generale Bannon, to advise the
company on various strategic alternatives to help enhance shareholder value. A
copy of the press release issued by the Registrant in connection with this
matter is filed with this report as Exhibit 99.4.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
---------------------------------
a. Financial Statements of Business Acquired
-----------------------------------------
Not applicable.
b. Pro Forma Financial Information
-------------------------------
Not applicable.
c. Exhibits
--------
Exhibit 99.4 - The press release issued by the Registrant on July 21, 1997
announcing that it has retained the investment banking firm Societe Generale
Bannon is filed as Exhibit 99.4 to this report and incorporated in this report
by reference for all purposes.
Page 2
<PAGE>
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.
TRIMARK HOLDINGS, INC.
--------------------------------
(Registrant)
Date: August 5, 1997 /s/ James E. Keegan
--------------- --------------------------------
James E. Keegan
Senior Vice President - Finance
and Chief Financial Officer
Page 3
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description Method of Filing
- ----------- --------------------------------------- ----------------
<S> <C> <C>
99.4 Press release of the Registrant filed herewith
dated July 21, 1997. electronically
</TABLE>
Page 4
<PAGE>
Exhibit No. 99.4
FOR IMMEDIATE RELEASE DOUGLAS L. LOWELL
Corporate Relations
(310-314-9535)
TRIMARK RETAINS INVESTMENT BANKING FIRM
July 21, 1997, Los Angeles. . . Trimark Holdings, Inc. (TMRK - NASDAQ/NNM)
announced today that it has retained the investment banking firm, Societe
Generale Bannon, to advise the company on various strategic alternatives to help
enhance shareholder value.
"Recent acquisitions in the entertainment industry," said Chairman Mark
Amin, "have left Trimark in a unique position as the leading independent
producer and distributor of specialized theatrical, television and video
product. This has resulted in the Company attracting an unusually high number of
unsolicited inquiries from interested parties. In order to minimize management's
distraction from the day-to-day operations of the Company, Trimark has hired an
investment banker to assist in evaluating strategic opportunities that are
periodically presented to the Company."
The Company expects to generate excellent cash flow in the quarter ending
September 30, 1997 based on the successful video release of "MEET WALLY SPARKS,"
the approximately $7 million and $4 million domestic box office generated
respectively by "SPRUNG" and the specialized film, "KAMA SUTRA: A TALE OF LOVE,"
and the line-up of quality theatrical and video product set for distribution.
Except for the historical information contained herein, certain matters
discussed in this news release are forward looking statements, within the
meaning of the Private Securities Litigation Reform Act of 1995, that involve
risks and uncertainties. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company to be materially different
from any future results, performance or achievements expressed or implied by
such forward looking statements. Other matters, uncertainties and risks are
detailed from time to time in the Company's SEC reports, including the report on
Form 10-K for the year ended June 30, 1996 and the Form 10-Q for the quarter
ended March 31, 1997.
Trimark Holdings, Inc. is a broad-based entertainment company which
acquires, produces and distributes motion pictures domestically and
internationally under the Trimark Pictures banner; licenses to the broadcast
industry under the Trimark Television moniker; and to the domestic home video
market under the Trimark Home Video label.
Page 5
