<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
TRIMARK HOLDINGS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
TRIMARK HOLDINGS, INC.
2644 30TH STREET
SANTA MONICA, CALIFORNIA 90405-3009
(310) 314-2000
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 19, 1998
------------------------
TO THE STOCKHOLDERS OF TRIMARK HOLDINGS, INC.:
NOTICE IS HEREBY GIVEN that the annual meeting of the stockholders (the
"Meeting") of Trimark Holdings, Inc., a Delaware corporation (the "Company")
will be held at the Park Hyatt Los Angeles, Chateau 2, 2151 Avenue of the Stars,
Los Angeles, California on Thursday, November 19, 1998 at 9:00 a.m., for the
following purposes, all as set forth in the attached Proxy Statement.
1. ELECTION OF DIRECTORS. To elect five persons to the Board of Directors
to serve until the next annual meeting of stockholders and until their
successors are elected and qualified or until their earlier resignation or
removal.
2. RATIFICATION OF APPOINTMENT OF ACCOUNTANTS. To ratify the appointment
of PricewaterhouseCoopers LLP as the independent accountants of the Company for
the fiscal year ending June 30, 1999.
3. OTHER BUSINESS. To transact such other business as properly may come
before the Meeting and at any and all adjournments thereof.
Stockholders of record at the close of business on October 9, 1998 are
entitled to notice of and to vote at the Meeting. In compliance with Section 219
of the General Corporation Law of the State of Delaware, a list of the
stockholders entitled to vote at the Meeting will be open for examination by any
stockholder for any purpose germane to the Meeting during ordinary business
hours for a period of ten days prior to the Meeting at the offices of the
Company. The list of stockholders will be available for examination at the site
of the Meeting on the Meeting date from 8:30 o'clock a.m. until adjournment of
the Meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO MARK,
SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS
REQUIRED FOR MAILING IN THE UNITED STATES.
By Order of the Board of Directors
/s/ Mark Amin
Mark Amin
CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER
Date: October 16, 1998
<PAGE>
TRIMARK HOLDINGS, INC.
2644 30TH STREET
SANTA MONICA, CALIFORNIA 90405-3009
(310) 314-2000
------------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 19, 1998
------------------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Trimark Holdings, Inc., a Delaware
corporation (the "Company"), for use at its annual meeting of stockholders (the
"Meeting") to be held at the Park Hyatt Los Angeles, Chateau 2, 2151 Avenue of
the Stars, Los Angeles, California, on Thursday, November 19, 1998 at 9:00 a.m.
and at any and all adjournments thereof. It is expected that this Proxy
Statement and the accompanying Notice of Annual Meeting of Stockholders and
Proxy will be mailed to stockholders on or about October 30, 1998.
MATTERS TO BE CONSIDERED
The matters to be considered and voted upon at the Meeting will be:
1. ELECTION OF DIRECTORS. To elect five persons to the Board of Directors
to serve until the next annual meeting of the stockholders and until their
successors are elected and qualified or until their earlier resignation or
removal.
2. RATIFICATION OF APPOINTMENT OF ACCOUNTANTS. To ratify the appointment
of PricewaterhouseCoopers LLP as the independent accountants of the Company for
the fiscal year ending June 30, 1999.
3. OTHER BUSINESS. To transact such other business as properly may come
before the Meeting and at any and all adjournments thereof.
REVOCABILITY OF PROXIES
A Proxy for use at the Meeting is enclosed. Any stockholder who executes and
delivers such Proxy has the right to revoke it at any time before it is voted by
filing with the Secretary of the Company an instrument revoking it or a duly
executed Proxy bearing a later date. It also may be revoked by attendance at the
Meeting and an election to vote in person. Subject to such revocation, all
shares represented by a properly executed Proxy received prior to or at the
Meeting will be voted by the proxy holders whose names are set forth in the
accompanying Proxy (the "Proxy Holders") in accordance with the instructions on
the Proxy. If no instruction is specified with respect to a matter to be acted
upon, the shares represented by the Proxy will be voted (i) "FOR" the election
of the nominees for director set forth herein; and (ii) "FOR" the proposal to
ratify the appointment of PricewaterhouseCoopers LLP as the independent
accountants of the Company for the fiscal year ending June 30, 1999. It is not
anticipated that any matters will be presented at the Meeting other than as set
forth in the accompanying Notice of Annual Meeting of Stockholders. If, however,
any other matters are properly presented at the Meeting, the Proxy will be voted
in accordance with the best judgment and in the discretion of the Proxy Holders.
COSTS OF SOLICITATION OF PROXIES
This solicitation of Proxies is made by the Board of Directors of the
Company, and the Company will bear the costs of this solicitation, including the
expense of preparing, assembling, printing and mailing this Proxy Statement and
the material used in the solicitation of Proxies. It is contemplated that
Proxies will be solicited principally through the mails, but directors, officers
and regular employees of the Company may
<PAGE>
solicit Proxies personally or by telephone. Although there is no formal
agreement to do so, the Company will reimburse banks, brokerage houses and other
custodians, nominees and fiduciaries for their reasonable expenses in forwarding
these proxy materials to their principals.
OUTSTANDING SECURITIES AND VOTING RIGHTS
Only stockholders of record at the close of business on October 9, 1998 (the
"Record Date") are entitled to notice of and to vote at the Meeting. As of the
Record Date, there were 4,169,412 shares of the Company's Common Stock, $.001
par value (the "Common Stock"), outstanding, excluding shares held by the
Company as treasury stock. There was no beneficial owner (as defined under the
rules of the Securities and Exchange Commission) of more than 5% of the Common
Stock known to the Company at September 1, 1998, other than as set forth under
the caption "Security Ownership of Certain Beneficial Owners and Management"
below. A quorum at the meeting is a majority of the outstanding shares of Common
Stock, and each stockholder shall have one vote for each share registered in
such stockholder's name on the books of the Company except that, as the result
of the application of certain provisions of the California Corporations Code
arising out of uncertainty as to the number of beneficial owners of Common Stock
as of the Record Date, in the election of Directors addressed by Proposal No. 1,
each stockholder has cumulative voting rights and is entitled to as many votes
as equal the number of shares held multiplied by the number of directors to be
elected (five). All such votes may be cast for a single candidate or distributed
among any or all the candidates as the stockholder sees fit. However, no
stockholder shall be entitled to cumulate votes unless the candidate's name has
been placed in nomination prior to the voting and the stockholder, or any other
stockholder, has given notice at the Meeting prior to the voting of their
intention to cumulate their votes. The Company is soliciting authority to
cumulate votes in the election of directors, and the enclosed Proxy grants
discretionary authority for such purpose. The election of directors requires the
affirmative vote for each candidate of a plurality of the votes cast. The
affirmative vote of a majority of all shares represented and voting at the
Meeting is required for approval of Proposal No. 2.
Under the General Corporation Law of the State of Delaware, the state in
which the Company is incorporated, an abstaining vote is not deemed to be a
"vote cast." As a result, abstentions and broker "non-votes" are not included in
the tabulation of the voting results on the election of directors or issues
requiring approval of a majority of the votes cast and, therefore, do not have
the effect of votes in opposition. A broker "non-vote" occurs when a nominee
holding shares for a beneficial owner does not vote on a particular proposal
because the nominee does not have discretionary voting power with respect to
that item and has not received instructions from the beneficial owner. Broker
"non-votes" and the shares as to which a stockholder abstains are included for
purposes of determining whether a quorum of shares is present at a meeting.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as to the shares of Common Stock
owned as of September 1, 1998 (except as otherwise indicated) by (i) each person
known to the Company to be the beneficial owner of more than 5% of the Common
Stock; (ii) each director (and nominee for director); (iii) each executive
officer named in the Summary Compensation Table herein; and (iv) all directors
and executive officers of the Company as a group. Unless otherwise indicated in
the footnotes following the table, the persons as to whom the information is
given had sole voting and investment power over the shares of
2
<PAGE>
Common Stock shown as beneficially owned by them, subject to community property
laws where applicable.
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY PERCENT
NAME OWNED OF CLASS
- ----------------------------------------------------------------- ----------------- ------------
<S> <C> <C>
Directors and Executive Officers
Mark Amin (1).................................................. 1,662,375(2) 37.9%
James E. Keegan................................................ 62,000(3) 1.5%
Gordon Stulberg................................................ 15,800(4) *
Matthew H. Saver............................................... 9,000(5) *
Tofigh Shirazi................................................. 30,762(6) *
Roger A. Burlage............................................... 0 0%
Tim Swain...................................................... 74,500(7) 1.7%
Cami Winikoff.................................................. 49,000(8) 1.2%
Sergio Aguero.................................................. 54,000(9) 1.3%
Directors and Executive Officers as a group
(11 persons)................................................. 1,959,437(10) 42.1%
Beneficial Owners
Reza Amin (1)(11).............................................. 571,316(12) 13.7%
Heartland Advisors, Inc. (13).................................. 925,000(14) 22.1%
</TABLE>
- ------------------------
* Represents less than 1% of the 4,182,627 shares of Common Stock outstanding
on September 1, 1998.
(1) Mark Amin and Reza Amin are brothers.
(2) Mark Amin disclaims beneficial ownership of 66,390 of these shares which he
holds as trustee of a trust for the benefit of certain family members.
Includes options to purchase 200,000 shares which are exercisable as of
September 1, 1998 or will become exercisable by November 1, 1998.
(3) Reflects options to purchase 62,000 shares which are exercisable as of
September 1, 1998 or will become exercisable by November 1, 1998. Mr. Keegan
is no longer employed by the Company.
(4) Includes options to purchase 14,000 shares which are exercisable as of
September 1, 1998 or will become exercisable by November 1, 1998.
(5) Includes options to purchase 8,000 shares which are exercisable as of
September 1, 1998 or will become exercisable by November 1, 1998.
(6) Includes options to purchase 8,000 shares which are exercisable as of
September 1, 1998 or will become exercisable by November 1, 1998, and 22,000
shares held by a family limited partnership.
(7) Reflects options to purchase 74,500 shares which are exercisable as of
September 1, 1998 or will become exercisable by November 1, 1998.
(8) Reflects options to purchase 49,000 shares which are exercisable as of
September 1, 1998 or will become exercisable by November 1, 1998.
(9) Reflects options to purchase 54,000 shares which are exercisable as of
September 1, 1998 or will become exercisable by November 1, 1998. Mr. Aguero
is no longer employed by the Company.
(10) Includes options to purchase 471,500 shares which are exercisable as of
September 1, 1998 or will become exercisable by November 1, 1998.
(11) The address of Reza Amin is 11962 Gorham Avenue, Los Angeles, California
90049.
(12) Reza Amin disclaims beneficial ownership of 132,780 of these shares which
he holds as trustee of a trust for the benefit of certain family members.
3
<PAGE>
(13) The address of Heartland Advisors, Inc. is 790 North Milwaukee Street,
Milwaukee, Wisconsin 53202.
(14) Reflects holdings as of September 21, 1998.
PROPOSAL 1
ELECTION OF DIRECTORS
BOARD OF DIRECTORS OF THE COMPANY
The By-Laws of the Company provide that the number of directors shall be not
less than three nor more than seven. Effective October 1, 1997, Johan A.
Wassenaar resigned as a director, and on March 27, 1998, Roger A. Burlage was
elected as a director by the Board of Directors. There are no vacancies on the
Board.
The persons named below, each of whom is currently a member of the Board of
Directors of the Company, have been nominated for election by the Board of
Directors to serve until the next annual meeting of stockholders and until their
successors are elected and qualified or until their earlier resignation or
removal. In the event that any of the nominees should become unavailable for
election as a director, it is intended that the Proxy Holders will vote for the
election of such substitute nominees, if any, as shall be designated by the
Board of Directors. The Board of Directors has no reason to believe that any
nominee will be unavailable to serve if elected to office.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE
NOMINEES LISTED BELOW.
The following table sets forth certain information, as of October 1, 1998,
with respect to each person who has been nominated by the Board of Directors for
election as a director.
<TABLE>
<CAPTION>
YEAR FIRST
POSITIONS WITH THE COMPANY ELECTED OR
AND PRINCIPAL OCCUPATION APPOINTED A
NAME FOR PAST FIVE YEARS (1) AGE DIRECTOR
- ------------------ ------------------------------------------------------------ --- -----------
<S> <C> <C> <C>
Mark Amin Chairman of the Board since November 1988, and Chief 48 1984(1)
Executive Officer since January 1994; President from
January until September 1994
Gordon Stulberg Former Chairman of the Board of Philips Interactive Media 74 1991
International (an interactive compact disc development
venture of companies) and was Chairman of the Board from
1986 to September 1993; formerly, President of PolyGram
Pictures; and a consultant to Cox Enterprises since 1985
Matthew H. Saver Of Counsel to the law firm of Myman, Abell, Fineman & 45 1994(1)
Greenspan since 1994; Chief Operating Officer of
Lightstorm Entertainment, Inc. (a motion picture
production company) from 1992 to 1993; attorney at the law
firm of Rosenfeld, Meyer & Susman, LLP, the Company's
outside counsel, from 1978 to 1992
Tofigh Shirazi Founder and president of Intercontinental United Investors 45 1994
Corporation (a Houston-based real estate development and
investment firm) since 1981
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
YEAR FIRST
POSITIONS WITH THE COMPANY ELECTED OR
AND PRINCIPAL OCCUPATION APPOINTED A
NAME FOR PAST FIVE YEARS (1) AGE DIRECTOR
- ------------------ ------------------------------------------------------------ --- -----------
<S> <C> <C> <C>
Roger A. Burlage Currently, entertainment industry producer and consultant; 55 1998(2)
President and Chief Executive Officer from January 1994
and Chairman of the Board from March 1996 to February 1998
of Live Entertainment, Inc., an entertainment company;
from 1988 to 1994 a director and from 1989 to 1994
President and Chief Executive Officer of the Company
</TABLE>
- ------------------------
(1) Includes service both with the Company and Trimark Pictures, Inc., a
California corporation ("Trimark") and a wholly-owned subsidiary of the
Company.
(2) Mr. Burlage was previously a director and officer or consultant of the
Company from 1988 to January 1994.
THE BOARD OF DIRECTORS AND COMMITTEES; DIRECTOR COMPENSATION
All directors are elected annually and serve until the next annual meeting
of stockholders or until their successors are elected and qualified or until
their earlier resignation or removal. Directors of the Company who are not
executive officers are entitled to receive a fee of $10,000 per year for serving
on the Board of Directors, options to purchase 2,000 shares of Common Stock per
year under the Company's Directors' Stock Option Plan and $1,000 for attendance
at each committee meeting.
During fiscal year 1998, the Board of Directors held four meetings and took
action by unanimous written consent on four occasions. During fiscal year 1998,
each director attended at least 75% of the total number of the meetings of the
Board and of the committees of the Board on which such member serves.
The Board of Directors has a standing Audit Committee presently comprised of
Gordon Stulberg, Matthew H. Saver and Tofigh Shirazi. The functions of the Audit
Committee are to review and approve the selection of, and all services performed
by, the Company's independent accountants; to meet and consult with and to
receive reports from, the Company's independent accountants and its financial
and accounting staff; and to review and act with respect to the scope of audit
procedures, accounting practices and internal accounting and financial controls
of the Company. During fiscal year 1998, the Audit Committee held one meeting.
The Board of Directors has a standing Stock Option Plan Committee presently
comprised of Matthew H. Saver and Tofigh Shirazi. The function of such committee
is to administer the Company's Stock Option and Stock Appreciation Rights Plan
described herein. During fiscal year 1998, the Stock Option Plan Committee did
not hold any meetings and did not take action by unanimous written consent.
The Board of Directors has a standing Compensation Committee presently
comprised of Gordon Stulberg, Matthew H. Saver and Tofigh Shirazi. The function
of such committee is to review, approve and recommend to the Board compensation
for certain officers of the Company. During fiscal year 1998, the Compensation
Committee did not hold any meetings. The Company has no Nominating Committee.
5
<PAGE>
EXECUTIVE COMPENSATION AND RELATED MATTERS
The following table sets forth the cash compensation (including cash
bonuses) paid by the Company for its fiscal years ended June 30, 1998, 1997 and
1996 to its Chief Executive Officer and its four most highly compensated
executive officers other than the Chief Executive Officer at June 30, 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION AWARDS
ANNUAL COMPENSATION(1) --------------------
---------------------------------- OPTIONS/ ALL OTHER
NAME AND PRINCIPAL POSITION FISCAL YEAR SALARY($) BONUS($) SARS(#) COMPENSATION($)(7)
- ---------------------------------------- ----------- ---------- --------- -------------------- ------------------
<S> <C> <C> <C> <C> <C>
Mark Amin 1998 $ 380,000 $ -- -- $ --
Chairman of the Board and Chief 1997 $ 380,000 $ -- -- $ --
Executive Officer (2) 1996 $ 380,000 $ -- 200,000 $ --
James E. Keegan 1998 $ 177,500 $ -- -- $ --
Executive V.P., Finance, Chief 1997 $ 165,000 $ -- -- $ --
Financial Officer, Treasurer and 1996 $ 152,000 $ -- -- $ --
Secretary (3)
Tim Swain, 1998 $ 213,472 $ -- -- $ --
Executive V.P., Domestic Distribution 1997 $ 217,949 $ -- 42,000 $ --
of Trimark (4) 1996 $ 180,000 $ -- 22,500 $ --
Sergio Aguero 1998 $ 225,190 $ -- -- $ --
Executive V.P., International Sales of 1997 $ 181,875 $ -- -- $ --
Trimark (5) 1996 $ 166,666 $ -- 36,000 $ --
Cami Winikoff, 1998 $ 157,049 $ -- -- $ --
Executive V.P. and Chief 1997 $ 155,222 $ -- 30,000 $ --
Administrative Officer of Trimark (6) 1996 $ 94,605 $ -- 18,000 $ --
</TABLE>
- ------------------------
(1) The compensation described in this table does not include medical, group
life insurance or other benefits received by the named executive officers
which are available generally to all employees of the Company and certain
perquisites and other personal benefits received by the named executive
officers of the Company, the value of which did not exceed the lesser of
$50,000 or ten percent of the executive officer's cash compensation in the
table.
(2) Mr. Amin has been Chairman of the Board of the Company since November 1988
and Chief Executive Officer of the Company since January 15, 1994. Mr. Amin
is not operating under an employment agreement with the Company. Mr. Amin is
being paid a salary at an annual rate of $380,000.
(3) Mr. Keegan resigned from the Company effective August 28, 1998.
(4) Trimark entered into a three-year employment agreement with Tim Swain
effective August 8, 1996. Mr. Swain is entitled to receive an annual base
salary of $200,000 during the first year, $215,000 during the second year
and $230,000 during the third year of the agreement. The agreement provides
that Mr. Swain will be eligible for a year-end bonus, for each fiscal year
of the Company during the term in which the Company's pre-tax profits are
greater than 6% of the Company's stockholders equity, equal to the aggregate
of the following: 3.6% of the Company's pre-tax profits up to $6,666,666 and
1.8% of the Company's pre-tax profits in excess thereof up to $15,555,555.
As an advance against such bonus, Trimark has agreed to pay Mr. Swain
$65,000 for each wide-release film that is initially distributed by Trimark
during an applicable year in which film rentals exceed Trimark's prints and
advertising
6
<PAGE>
expenditure for such film. The parties have agreed that in no event will the
aggregate of any bonus payments relating to any applicable fiscal year
exceed $400,000. If Mr. Swain's employment is terminated other than for
reasons of his breach, he will be entitled to be paid 50% of the remaining
balance of his salary (100% in the event of a change of control of the
Company) in accordance with its terms.
(5) Mr. Aguero resigned from Trimark effective September 15, 1998.
(6) Trimark entered into a three-year employment agreement with Cami Winikoff
effective January 13, 1997. Ms. Winikoff is entitled to receive an annual
base salary of $100,000 during the first year, $115,000 during the second
year and $125,000 during the third year of the agreement, plus a $50,000
bonus each year. Ms. Winikoff is also eligible to receive an additional
yearly bonus based on Trimark's profitability and at management's
discretion. If Ms. Winikoff's employment is terminated other than for cause,
she will be entitled to be paid 50% of the remaining balance of her contract
(100% in the event of a change of control of the Company).
(7) Represents cash contributions by the Company to its 401(k) Plan for the
account of the named individuals.
OTHER COMPENSATION ARRANGEMENTS
During the fiscal year ended June 30, 1998, Johan Wassenaar provided
consulting services to the Company. Mr. Wassenaar was compensated by the Company
for his consulting services at the rate of $200 per hour. During the most recent
fiscal year, the Company paid Mr. Wassenaar compensation of approximately
$208,400. Effective October 1, 1997, Mr. Wassenaar resigned as a director and
officer of the Company and its affiliates.
Effective March 15, 1998, Trimark entered into a consulting agreement with
Burlage/Edell Productions, Inc., a corporation controlled by Roger Burlage,
pursuant to which Mr. Burlage would provide non-exclusive consulting services to
Trimark regarding theatrical distribution of its product, its DVD business,
strategic planning, its acquisition of product and/or libraries and its
television business. Pursuant to such agreement, Trimark pays Burlage/Edell
Productions, Inc. a consulting fee of $8,334 per month. Either party may
terminate the agreement, after July 15, 1998, on thirty days notice. Effective
March 27, 1998, Mr. Burlage was elected a director of the Company by its Board
of Directors.
7
<PAGE>
STOCK OPTIONS
The following table sets forth information with respect to grants of options
("Options") to purchase Common Stock under the Company's Stock Option and Stock
Appreciation Rights Plan (the "Plan") to the executive officers named in the
Summary Compensation Table during the fiscal year ended June 30, 1998. The
Company did not grant any stock appreciation rights during such fiscal year.
OPTION GRANTS IN THE FISCAL YEAR ENDED JUNE 30, 1998
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
-------------------------------------------------------- ANNUAL RATES OF STOCK
% OF TOTAL EXERCISE PRICE APPRECIATION
OPTIONS OPTIONS GRANTED OR FOR OPTION TERMS(4)
GRANTED TO EMPLOYEES IN BASE PRICE EXPIRATION ---------------------
NAME (#)(1)(2) FISCAL YEAR ($/SH)(3) DATE 5%($) 10%($)
- -------------------------------- ----------- ------------------- ---------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Mark Amin....................... -- -- -- -- -- --
James E. Keegan................. -- -- -- -- -- --
Tim Swain....................... -- -- -- -- -- --
Sergio Aguero................... -- -- -- -- -- --
Cami Winikoff................... -- -- -- -- -- --
</TABLE>
- ------------------------
(1) Options are granted pursuant to the Stock Option and Stock Appreciation
Rights Plan. The Options generally vest and become exercisable with respect
to 33 1/3% of the shares on or about the first anniversary of the grant
date, and an additional 33 1/3% of the Options vest on each of the second
and third anniversary of the initial grant date if the optionee has remained
employed by the Company until such date.
(2) The Options granted shall terminate three months after the termination of
employment unless (i) such termination was by reason of death, in which case
the Options shall be exercisable for one year after the date of termination
of employment or (ii) such termination was for cause, in which case the
Options shall terminate on the date of termination of employment. However,
in no event will such Options be exercisable after ten years from the date
of grant.
(3) All Options were granted at or above market value on the date of grant. The
exercise price and tax withholding obligations related to exercise may be
paid by cash, by delivery of already owned shares or by offset of the
underlying shares, subject to certain conditions.
(4) These amounts represent certain assumed rates of appreciation only. Actual
gains, if any, on stock option exercises are dependent on the future
performance of the Common Stock, overall stock conditions, as well as the
optionholders' continued employment through the vesting period. The amounts
reflected in this table may not necessarily be achieved.
The following table sets forth information with respect to the exercise of
Options, ownership of Options and Option values as of June 30, 1998. The Company
has no outstanding stock appreciation rights, either freestanding or in tandem
with Options.
8
<PAGE>
AGGREGATED OPTION EXERCISES DURING FISCAL 1998
AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
SHARES FISCAL YEAR-END(#) FISCAL YEAR-END ($)*
ACQUIRED ON VALUE -------------------------- --------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------------- ------------- --------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Mark Amin......................... -- -- 133,334 66,666 -- --
James E. Keegan................... -- -- 62,000 -- -- --
Tim Swain......................... -- -- 60,500 28,000 -- --
Sergio Aguero..................... 9,000 $ 28,661 47,000 7,000 -- --
Cami Winikoff..................... -- -- 24,000 25,000 -- --
</TABLE>
- ------------------------
* Represents the difference between the closing price of the Common Stock on
June 30, 1998 ($3.75) and the exercise price of the Options, multiplied by
the applicable number of Options.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the fiscal year ended June 30, 1997, Trimark made a loan of (i)
$400,000 to Mark Amin, the Chairman of the Board and Chief Executive Officer of
the Company, and (ii) $250,000 to Johan Wassenaar, Vice-Chairman of the Board
and Secretary of the Company until October 1, 1997. In July 1997, Trimark loaned
an additional $350,000 to Mr. Amin. Mr. Wassenaar's loan was repaid in full
during the fiscal year ended June 30, 1998. Mr. Amin's loan is evidenced by a
promissory note, is secured by shares of the Company's Common Stock and bears
interest at Trimark's weighted average cost of funds under its credit facility
with its bank (which averaged 7.994% during the fiscal year ended June 30,
1998), but in no event less than the applicable federal rate set forth in
Section 1274(d) of the Internal Revenue Code. Interest payments are due
quarterly until June 30, 2000, at which time the entire loan balance is due. The
largest aggregate amount of indebtedness outstanding during the fiscal year
ended June 30, 1998 was $808,698 in the case of Mr. Amin and $260,169 in the
case of Mr. Wassenaar. As of October 1, 1998, the aggregate amount outstanding
was $795,226 in the case of Mr. Amin.
Effective November 1, 1996, Trimark entered into an agreement with Barry
Barnholtz, then an executive officer and over 5% stockholder of the Company,
pursuant to which Mr. Barnholtz ceased to be an officer or employee of Trimark
and agreed to render non-exclusive consulting services to Trimark. Such
consulting services consisted of advising Trimark on new film acquisitions.
Under the agreement, for a period of one year, Trimark was granted the right of
first negotiation with respect to all projects, screenplays, motion pictures,
television programming and all other intellectual property rights owned or
controlled by Mr. Barnholtz. Trimark is required to make payments to Mr.
Barnholtz (less the unrecouped advance described below) to the extent that
participation profits (as defined) with respect to any properties acquired by
Trimark from Mr. Barnholtz exceed the participation losses (as defined).
Pursuant to the agreement, Trimark was required to pay Mr. Barnholtz $220,000,
payable monthly for a one-year period commencing November 1, 1996. In addition,
the expiration date of options to acquire 10,000 shares of Common Stock
previously granted by the Company to Mr. Barnholtz under the Company's Stock
Option and Stock Appreciation Rights Plan on October 11, 1994 was extended by 21
months. The exercise price of the options had been $7.625 per share (equalling
the market price of the Common Stock on the date of grant) which exercise price
per share was reduced on January 30, 1996 by the Company's Stock Option and
Stock Appreciation Rights Plan Committee to $5.00, the market value of the
Common Stock on January 29, 1996.
Reference is made to the "Summary Compensation Table" and "Other
Compensation Arrangements" for a description of employment arrangements and
other arrangements between the Company and certain of its directors and
officers.
9
<PAGE>
STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN
Since May 1990, the Company has maintained a Stock Option and Stock
Appreciation Rights Plan (the "Plan"). The Plan currently provides for the grant
of options to purchase up to 820,000 shares of the Company's Common Stock to
officers, directors, key employees and consultants of the Company, and its
subsidiaries. As of June 30, 1998, 258,265 shares remained available for grant
under the Plan. In 1994 the Board of Directors and stockholders approved an
amendment to the Plan limiting the number of shares subject to options and stock
appreciation rights that may be granted annually to any participant to 200,000.
The Plan is administered by the Stock Option Plan Committee (the "Option
Committee") of the Board of Directors. The Option Committee is comprised of
Messrs. Matthew H. Saver and Tofigh Shirazi. The Option Committee has the
authority to determine to whom, and the time or times at which options and
"stock appreciation rights" or "SARs" will be granted, the number of shares of
Common Stock that comprise each option, the number of SARs, and the time or
times at which each option or SAR granted under the Plan may be exercised,
provided, however, that no option or SAR may be exercised later than 10 years
after the date of grant.
The Plan provides for the grant of both "incentive stock options" or "ISOs"
and "non-qualified stock options" to acquire the Company's Common Stock. ISOs
may only be issued to the Company's employees and non-qualified stock options
may be issued to the Company's regular employees as well as its consultants and
certain of its executive officers and directors. ISO's must be granted with an
exercise price of no less than the fair market value of the Company's Common
Stock at the time of grant, but if granted to stockholders owning at least 10%
of the Company's Common Stock outstanding, such options will be granted at a
price of at least 110% of the fair market value of such Common Stock at the time
of grant. The exercise price for non-qualified stock options is determined by
the Option Committee. The shares purchased upon the exercise of an option
granted under the Plan are to be paid for: (i) in cash or by certified or
cashier's check payable to the order of the Company, (ii) by cancellation of
indebtedness, (iii) through the delivery of other shares of the Company's Common
Stock having an aggregate fair market value equal to the total exercise price of
the option being exercised, (iv) with the approval of the Option Committee, by a
promissory note made by the optionee in favor of the Company upon terms and
conditions to be determined by the Option Committee and secured by the shares
issuable upon exercise of such option, or (v) any combination thereof.
SARs granted under the Plan may, at the discretion of the Option Committee,
enable the recipient upon exercise to receive payment in cash for increases in
the market value of the Company's Common Stock from the date of grant (the
"Initial Value") to the date of exercise. SARs may be issued to the Company's
employees and certain of its executive officers and directors. A maximum of
820,000 SARs may be granted under the Plan, subject to reduction for any options
outstanding under the Plan. A payment that represents appreciation of a SAR may
be made in cash or in the Company's Common Stock. SARs may be granted in tandem
with options under the Plan, in which event the exercise of one will extinguish
the other. The Initial Value of SARs granted under the Plan may not be less than
100% of the fair market value of the Company's Common Stock on the date the SAR
is granted.
Consideration for the options or SARs to be granted under the Plan is
provided by the recipient's past, present and expected future contributions to
the Company. No monetary consideration is provided by the recipient with respect
to the grant of options or SARs.
Except as otherwise provided by the Option Committee, no option or SAR
granted under the Plan is transferable, except in the event of a recipient's
death or permanent disability. ISOs may be exercised by the holder (a) while he
is an employee of the Company or (b) within three months after termination of
his employment if such termination is due to normal retirement or voluntary
resignation if the Company's Board of Directors consents. In the event of a
recipient's death or permanent disability, the recipient's ISOs may be exercised
at any time prior to expiration of the ISOs, but in any event not later than one
year after the date of his death or permanent disability. In the event of the
recipient's death, the ISOs may be exercised by the person entitled to do so
under the recipient's will or by the recipient's legal representative.
10
<PAGE>
The Plan is not subject to the Employee Retirement Income Security Act of 1974.
The Plan is not qualified under Section 401(a) of the Internal Revenue Code of
1986, as amended.
Certain of the options granted by the Option Committee to date provide that
such options shall become fully exercisable upon a "change of control" of the
Company. A "change of control" is deemed to have occurred (i) upon approval by
the stockholders of the Company of a reorganization, merger or consolidation, in
each case, with respect to which persons who were the stockholders of the
Company immediately prior to such reorganization, merger or consolidation do
not, immediately thereafter, own more than 50% of the combined voting power
entitled to vote generally in the election of directors of the reorganized,
merged or consolidated corporation's then outstanding voting securities; or (ii)
upon the acquisition (other than from the Company) by any person, entity or
"group," within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act
of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 51% or more of either the then outstanding shares or the
combined voting power of the Company's then outstanding voting securities
entitled to vote generally in the election of directors, but excluding, for this
purpose, any such acquisition by the Company or any of its subsidiaries, or any
employee benefit plan (or related trust) of the Company or its subsidiaries, or
any corporation with respect to which, following such acquisition, more than 50%
of the then outstanding voting securities of such corporation entitled to vote
generally in the election of directors is then beneficially owned, directly or
indirectly, by the individuals and entities who were the beneficial owners of
the voting securities of the Company immediately prior to such acquisition in
substantially the same proportion as their ownership, immediately prior to such
acquisition, of the then outstanding combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in the
election of directors.
The Board of Directors or the Option Committee may at any time suspend or
terminate the Plan except that (i) no such action may impair the rights of
optionees under any option or stock appreciation right previously granted
pursuant to the Plan and (ii) shareholder approval is required to effect any
amendment to or change in the Plan that would: (a) increase the maximum number
of shares which may be acquired pursuant to options, and the maximum number of
stock appreciation rights, granted under the Plan (except as to adjustments for
stock splits through a reorganization, recapitalization, stock dividend, stock
split, reverse stock split or other similar transaction as provided in the
Plan); (b) change the minimum exercise price of an option or the Initial Value
of a stock appreciation right; (c) increase the maximum number of options or
stock appreciation rights issuable under the Plan; or (d) change the designation
of persons eligible to receive options or stock appreciation rights under the
Option Plan.
DIRECTORS' STOCK OPTION PLAN
The Directors' Stock Option Plan ("Directors' Plan") was adopted by the
Board of Directors of the Company in October 1993 and approved by the
stockholders of the Company in November 1993. The purposes of the Directors'
Plan are to enable the Company to attract and retain the services of non-
employee and non-consultant members of the Board and to provide them with
increased motivation and incentive to exert their best efforts on behalf of the
Company by enlarging their personal stake in the Company. The Directors' Plan
covers an aggregate of 40,000 shares of Common Stock and no options may be
granted subsequent to January 14, 2003.
The Directors' Plan provides that each non-employee, non-consultant director
as of January 14, 1994 ("Effective Date") would receive an option to purchase
2,000 shares of Common Stock at an exercise price equal to the fair market value
as of such date. In addition, any person who is a non-employee/consultant
director on an annual anniversary date of the Effective Date (including and
terminating with the anniversary date in the year 2003) will receive an option
to purchase 2,000 shares at the fair market value on that date, subject to the
overall limit of the number of shares issuable under the Directors' Plan. The
maximum term of each option is ten years from the date the option is granted.
Each option vests fully upon the date of grant. The options are nontransferable,
except by will or the laws of descent and distribution, and must be exercised by
the optionee during the optionee's lifetime only by such optionee except that
the
11
<PAGE>
optionee's estate may exercise the option immediately within one year of the
optionee's death. Any outstanding option may be exercised within one year by an
optionee who ceases to be a director by reason of disability and within three
months by an optionee who ceases to be a director by reason of retirement. In
the event an optionee ceases to be a director otherwise than by reason of death,
disability or retirement, any outstanding option held by such optionee will
terminate. The Board of Directors may suspend, discontinue, modify or amend the
Directors' Plan in any respect except that the Board may not suspend,
discontinue, modify or amend the Directors' Plan so as to adversely affect the
rights of a participant with respect to any grants that have previously been
made to such participant without such participant's approval. In addition, no
amendment to or modification of the Directors' Plan which: (i) materially
increases the benefits accruing to participants; (ii) except for certain changes
in capital stock as a result of stock splits or other comparable transactions as
set forth in Section 10 of the Directors' Plan, increases the number of shares
that may be issued under the Directors' Plan; or (iii) modifies the requirements
as to eligibility for participation under the Directors' Plan, will be effective
without stockholder approval.
The current directors of the Company eligible to participate in the
Directors' Plan are Gordon Stulberg, Matthew H. Saver, Tofigh Shirazi and Roger
Burlage. To date, Mr. Stulberg has received a grant, on January 14, 1994, to
purchase 2,000 shares at $11.50 per share and each of Messrs. Stulberg, Saver
and Shirazi received a grant, on January 14, 1995, to purchase 2,000 shares at
$8.44 per share, a grant, on January 14, 1996, to purchase 2,000 shares at $5.25
per share, a grant, on January 14, 1997, to purchase 2,000 shares at $5.25 per
share, and a grant, on January 14, 1998, to purchase 2,000 shares at $5.50 per
share.
The Directors' Plan is not subject to ERISA and is not qualified under
Section 401(a) of the Code.
401(K) PLAN
Effective as of January 1, 1990, the Company adopted its 401(k) Plan (the
"Plan"), which includes a cash-or-deferred arrangement under Section 401(k) of
the Internal Revenue Code of 1986, as amended. The Plan, which has been amended
and restated as of July 1, 1997, was established to provide retirement and other
benefits to employees of the Company. Employees who have completed at least 6
months of service qualify for the Plan. Participants may designate up to 15% of
their compensation to be contributed to the Plan on a pre-tax basis ("Employee
Elective Contributions"). Participants will be 100% vested in their Employee
Elective Contributions (including earnings) at all times.
The Company does not make matching contributions to the Plan. The Company
may determine each plan year to make discretionary profit sharing contributions
on behalf of participants who meet certain eligibility requirements (i.e.
employed on the last day of the plan year or completion of at least 500 hours of
service during such year). Participants will generally vest in the Company's
contributions (including earnings) at the rate of 40% after the first year of
service, 60% after the second year of service, 80% after the third year of
service and 100% after the fourth year of service.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the securities laws of the United States, the Company's directors, its
executive (and certain other) officers, and any persons holding more than ten
percent of the Common Stock are required to report their ownership of the Common
Stock and any changes in that ownership to the Securities and Exchange
Commission ("Commission"). Specific due dates for these reports have been
established and the Company is required to report in this Proxy Statement any
failure to file by these dates during the fiscal year July 1, 1997 through June
30, 1998. All of these filing requirements were satisfied by its directors,
officers and ten percent holders, except that Sergio Aguero, former Executive
Vice President of Trimark, filed late one report relating to two transactions
involving sales of Common Stock; and (ii) Roger A. Burlage, a director of the
Company, filed late his initial ownership report on Form 3. In making these
statements, the Company has relied on the written representations of its
directors, officers and its ten percent holders and copies of the reports that
they have filed with the Commission.
12
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee are Gordon Stulberg, Matthew H.
Saver and Tofigh Shirazi. The members of the Stock Option and Stock Appreciation
Rights Plan Committee are Matthew H. Saver and Tofigh Shirazi. Messrs. Stulberg,
Saver and Shirazi are directors of the Company. No member of the Compensation
Committee or Stock Option and Stock Appreciation Rights Plan Committee has any
interlocking relationship with any other corporation that requires disclosure
under this heading.
COMPENSATION COMMITTEE AND STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN
COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee reviews, approves and recommends to the Board of
Directors compensation for the Company's Chairman of the Board and Chief
Executive Officer, and Executive Vice Presidents and Chief Financial Officer.
The Stock Option and Stock Appreciation Rights Plan Committee administers the
Company's Stock Option and Stock Appreciation Rights Plan.
The Company's policies underlying compensation decisions are designed to
attract and retain the best possible executive talent, to motivate Company
executives to achieve the Company's goals, to link executive and stockholder
interests through equity based compensation plans and to formulate compensation
packages that recognize individual contributions. Certain of the Company's
executive officers are currently employed pursuant to employment agreements,
some of which are described under "Executive Compensation and Related Matters."
No such employment agreements were entered into during fiscal 1998.
In establishing executive compensation, the Compensation Committee, based on
review and recommendation of executive performance by the Chief Executive
Officer, evaluates individual performance as it impacts overall Company
performance, with particular focus on an individual's contribution to the
realization of operating profits and achievement of strategic business goals.
The Compensation Committee attempts to rationalize a particular executive's
compensation with that of other executive officers of the Company in an effort
to distribute compensation fairly among the executive officers. No specific
weighting is assigned by the Compensation Committee to any of the foregoing
factors considered in determining compensation paid to the Chief Executive
Officer or other executive officers, although the principal factor in setting
compensation for persons other than the Chief Executive Officer is the
recommendation of the Chief Executive Officer, which recommendation may be based
on subjective factors, such as his perception of the particular executive's
overall performance.
In 1993, Congress enacted the Omnibus Reconciliation Act of 1993 (OBRA)
which, among other things, establishes certain requirements in order for
compensation exceeding $1,000,000 earned by certain senior executives to be
deductible. Although the Company's historical levels of executive compensation
have been substantially less than $1,000,000 per employee annually, the Company
currently intends to attempt to conform executive compensation programs and
payments to OBRA's deductibility requirements. Accordingly, the Board of
Directors has established certain restrictions on the granting of options or
other awards under the Company's Stock Option and Stock Appreciation Rights Plan
to assist in qualifying such compensation for an exemption. See "Executive
Compensation and Related Matters--The Company's Stock Option and Stock
Appreciation Rights Plan." The Board of Directors does not believe that other
components of the Company's compensation will be likely to exceed $1,000,000 for
any executive officer in the foreseeable future and therefore concluded that no
further action with respect to qualifying such compensation for deductibility
was necessary at this time. The Board will continue to evaluate the advisability
of qualifying the deductibility of such compensation in the future.
13
<PAGE>
The key elements of an executive's compensation consist of base salary, and,
as to certain executives, a contractual bonus award and stock compensation, such
as stock options. These items are discussed in more detail in the following
sections of this Report.
(a) Base Salary
The Company compensates its executive officers primarily through salaries.
As described above, based on the factors described therein, the Compensation
Committee reviews certain officers salaries, including Mr. Amin's (the Chief
Executive Officer), on an annual basis. Mr. Amin was paid an annual salary of
approximately $380,000 in fiscal 1998 which was the same salary paid during the
prior year. The Compensation Committee believed no increase was appropriate in
light of the net loss incurred by the Company in fiscal 1998. Neither Mr. Amin
nor the Compensation Committee believed an employment agreement was necessary.
(b) Bonus
The Company's senior executives and employees are eligible to receive a cash
bonus. Subject to negotiated and fixed contractual bonus provisions contained in
certain executives' employment agreements, the amount of bonuses and their
distribution is discretionary, and the general practice is that such bonuses are
recommended by the Chief Executive Officer and reviewed by the Compensation
Committee. For fiscal 1998, none of the executive officers named in the Summary
Compensation Table received a bonus. Mr. Amin did not receive a bonus in light
of the Company's net loss in fiscal 1998.
(c) Stock Based Compensation
Under the Stock Option and Stock Appreciation Rights Plan which was approved
by the stockholders in 1990, stock based compensation in the form of stock
options and stock appreciation rights may be granted to directors, officers and
key employees of the Company. During fiscal 1998, only stock options were
granted under the Plan. The purpose of equity participation is to further align
the interests between executive officers and the stockholders in the Company's
growth in real value over the long term.
STOCK OPTIONS
Stock options, which are exercisable for ten years from the date of grant,
have an exercise price equal to (or in some cases in excess of) the closing
market price (NASDAQ/National Market) of the Company's Common Stock on the date
of grant and vest in varying increments over periods ranging from the grant date
to (more typically) three years. This approach is designed to provide an
incentive to create stockholder value over the longer term, since the full
benefit of the stock option compensation package generally cannot be realized
unless stock appreciation occurs over several years.
The Stock Option and Stock Appreciation Rights Plan Committee determines the
number of options to be granted based principally upon the recommendation of the
Chief Executive Officer whose recommendation in turn is based on his subjective
analysis of individual performance, responsibility, the executive's other
compensation (including prior grants of options, if any) and the executive's
retention value to the Company. No specific weighting is assigned to these
factors.
In fiscal 1998, Mr. Amin was not granted options to purchase Common Stock.
No other executive officers were granted options in fiscal 1998. See "Option
Grants in the Fiscal Year Ended June 30, 1998."
The foregoing report of the Compensation Committee and the Stock Option and
Stock Appreciation Rights Plan Committee shall not be deemed to be incorporated
by reference into any filing of the Company under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as
14
<PAGE>
amended, except to the extent that the Company specifically incorporates such
information by reference, and shall not otherwise be deemed filed under such
Acts.
<TABLE>
<S> <C>
Compensation Committee Stock Option and Stock Appreciation Rights
Plan Committee
Gordon Stulberg, Chairman Matthew H. Saver, Chairman
Matthew H. Saver Tofigh Shirazi
Tofigh Shirazi
</TABLE>
15
<PAGE>
STOCK PERFORMANCE
Set forth below is a graph comparing, for the last five fiscal years, the
yearly cumulative total stockholder return on the Common Stock, with the yearly
cumulative total return on (a) the NASDAQ Stock Market (U.S.) Index, (b) an
index comprised of the common stock of two independent companies in the motion
picture industry (the "Peer Group"): Kushner-Locke Company and Overseas
FilmGroup, Inc. Last year, Live Entertainment Inc. was in the Peer Group, but it
became a privately-held company in July 1997, and thus stock quotations are no
longer available for such company.
The comparisons in the graph below are based on historical data and are not
indicative of, or intended to forecast, the possible future performance of the
Common Stock.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG TRIMARK HOLDINGS, INC.,
THE NASDAQ STOCK MARKET (U.S.) INDEX
AND A PEER GROUP
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
DOLLARS
<S> <C> <C> <C>
TRIMARK HOLDINGS, INC. PEER GROUP NASDAQ STOCK MARKET (U.S.)
6/93 100 100 100
6/94 94 102 101
6/95 83 57 135
6/96 60 89 173
6/97 57 20 210
6/98 42 27 278
</TABLE>
- ------------------------
* $100 INVESTED ON 06/30/93 IN STOCK OR INDEX--
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING JUNE 30.
16
<PAGE>
PROPOSAL 2
RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT ACCOUNTANTS
The Board of Directors has appointed PricewaterhouseCoopers LLP as the
Company's independent accountants for the fiscal year ending June 30, 1999.
PricewaterhouseCoopers LLP, the Company's accountants for the fiscal year ended
June 30, 1998, performed audit services for fiscal year 1998 which included the
examination of the consolidated financial statements of the Company and services
relating to filings with the Securities and Exchange Commission. All
professional services rendered by PricewaterhouseCoopers LLP during fiscal year
1998 were furnished at customary rates and terms.
Representatives of PricewaterhouseCoopers LLP will be invited to be present
at the Meeting, will have the opportunity to make a statement if they desire to
do so and will be available to respond to appropriate questions from
stockholders.
Stockholders are being asked to ratify the appointment of
PricewaterhouseCoopers LLP as the Company's independent accountants for the
fiscal year ending June 30, 1999. Ratification of the proposal requires the
affirmative vote of a majority of the Company's shares of Common Stock
represented and voting at the Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT ACCOUNTANTS OF THE
COMPANY.
ANNUAL REPORT
The Company's Annual Report for the fiscal year ended June 30, 1998
accompanies this Proxy Statement. The Annual Report includes consolidated
financial statements of the Company and its subsidiaries and the report thereon
of PricewaterhouseCoopers LLP, independent accountants.
UPON WRITTEN REQUEST OF ANY PERSON ENTITLED TO VOTE AT THE MEETING,
ADDRESSED TO TRIMARK HOLDINGS, INC., ATTENTION: INVESTOR RELATIONS, 2644 30TH
STREET, SANTA MONICA, CALIFORNIA 90405-3009, THE COMPANY WILL PROVIDE WITHOUT
CHARGE A COPY OF ITS ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED JUNE
30, 1998, INCLUDING THE FINANCIAL STATEMENTS AND THE SCHEDULES THERETO, FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE SECURITIES EXCHANGE
ACT OF 1934.
PROPOSALS OF STOCKHOLDERS
Under certain circumstances, stockholders are entitled to present proposals
for consideration at stockholder meetings. Any such proposal to be included in
the Proxy Statement for the Company's 1999 Annual Meeting of Stockholders must
be submitted to the Secretary of the Company prior to July 6, 1999 and in
accordance with Rule 14a-8 of the Exchange Act. In addition, proxies solicited
by management may confer discretionary authority to vote on matters which are
not included in the Proxy Statement but which are raised at the Annual Meeting
by stockholders, unless the Company receives written notice of such matters on
or before September 17, 1999. However, in the event that the date of the 1999
Annual Meeting of Stockholders is more than 30 days before or more than 30 days
after the anniversary date of the 1998 Annual Meeting, proposals to be
considered timely must be received a reasonable time before the Company begins
to print and mail its proxy materials. It is suggested that such proposals be
sent by Certified Mail--Return Receipt Requested.
17
<PAGE>
OTHER BUSINESS
The Board of Directors knows of no other business which will be presented
for consideration at the Meeting other than as stated in the accompanying Notice
of Annual Meeting of Stockholders. If, however, other matters are properly
brought before the Meeting, it is the intention of the persons named in the
accompanying form of Proxy to vote the shares represented thereby on such
matters in accordance with their best judgment and in their discretion, and
authority to do so is included in the Proxy.
TRIMARK HOLDINGS, INC.
/s/ Mark Amin
Mark Amin
CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER
Dated: October 16, 1998
18
<PAGE>
TRIMARK HOLDINGS, INC.
ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 19, 1998
The undersigned stockholder of Trimark Holdings, Inc. (the "Company") hereby
nominates, constitutes and appoints Mark Amin and Jeff Gonzalez, and each of
them, the agent and proxy of the undersigned, each with full power of
substitution to vote all shares of Common Stock of the Company which the
undersigned is entitled to vote at the Annual Meeting of Stockholders of the
Company to be held at the Park Hyatt Los Angeles, Chateau 2, 2151 Avenue of the
Stars, Los Angeles, California on November 19, 1998 at 9:00 a.m. and at any and
all adjournments thereof, as fully and with the same force and effect as the
undersigned might or could do if personally present thereat, as follows:
1. THE ELECTION OF DIRECTORS: Electing Mark Amin, Roger A. Burlage, Gordon
Stulberg, Matthew H. Saver and Tofigh Shirazi to serve on the Board of Directors
of the Company until the next annual meeting following their election and until
their successors are elected and have qualified.
AUTHORITY GIVEN / / AUTHORITY WITHHELD / /
(INSTRUCTION: To grant authority to vote for all of the nominees named
above check the "AUTHORITY GIVEN" box; to withhold authority for any individual
nominee check the "AUTHORITY GIVEN" box and cross out the name of the Individual
above; to withhold authority for all nominees check the "AUTHORITY WITHHELD"
box.)
2. RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS: Approving the
selection of PricewaterhouseCoopers LLP to serve as independent accountants of
the Company for the fiscal year ending June 30, 1999.
FOR / / AGAINST / / ABSTAIN / /
3. OTHER BUSINESS: To transact, and authority to vote in their discretion
on, such other business as may properly come before the meeting or any
adjournments thereof.
(PLEASE SIGN AND DATE THE OTHER SIDE)
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE OF "AUTHORITY GIVEN" ON PROPOSAL 1
AND A VOTE OF "FOR" ON PROPOSAL 2. THIS PROXY CONFERS AUTHORITY TO AND SHALL BE
VOTED IN ACCORDANCE WITH SUCH RECOMMENDATIONS OF THE BOARD OF DIRECTORS UNLESS A
CONTRARY INSTRUCTION IS INDICATED, IN WHICH CASE THE PROXY SHALL BE VOTED IN
ACCORDANCE WITH SUCH INSTRUCTION. IN ALL OTHER MATTERS, IF ANY, PRESENTED AT THE
MEETING, THIS PROXY SHALL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE
BOARD OF DIRECTORS.
PLEASE SIGN AND DATE BELOW.
DATED: _____________________________
I DO ____ DO NOT ____ EXPECT TO
ATTEND THE MEETING.
____________________________________
(SIGNATURE OF STOCKHOLDER)
____________________________________
(SIGNATURE OF STOCKHOLDER)
(PLEASE DATE THIS PROXY AND SIGN
YOUR NAME AS IT APPEARS ON THE STOCK
CERTIFICATE. EXECUTORS,
ADMINISTRATORS, TRUSTEES, ETC.
SHOULD GIVE THEIR FULL TITLE. ALL
JOINT OWNERS SHOULD SIGN.)
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS, AND MAY BE
REVOKED PRIOR TO ITS EXERCISE BY
FILING WITH THE SECRETARY OF THE
COMPANY AN INSTRUMENT REVOKING THIS
PROXY OR A DULY EXECUTED PROXY
BEARING A LATER DATE OR BY APPEARING
AND VOTING IN PERSON AT THE MEETING.
