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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): February 22, 1999
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)
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ITEM 5.- OTHER EVENTS
On February 23, 1999, Trimark Holdings, Inc. (the "Registrant") and
broadcast.com inc. announced an agreement in which the Registrant would license
its library of films for distribution over the Internet via broadcast.com, and
that the parties would exchange stock. A copy of the press release issued by the
parties in connection with this matter is filed in this report as Exhibit 99.5
hereto.
ITEM 7.- FINANCIAL STATEMENTS AND EXHIBITS
a. FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
Not applicable.
b. PRO FORMA FINANCIAL INFORMATION
Not applicable.
c. EXHIBITS
Exhibit 99.5 - The press release issued by the Registrant and broadcast.com
inc. on February 23, 1999 is filed as Exhibit 99.5 to this report and
incorporated in this report by reference for all purposes.
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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 authorized.
TRIMARK HOLDINGS, INC.
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(Registrant)
Date: March 5, 1999 /s/Jeff Gonzalez
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Jeff Gonzalez
Chief Financial Officer
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<TABLE>
<CAPTION>
INDEX TO EXHIBITS
<S> <C> <C>
Exhibit No. Description Method of Filing
99.5 Press release of the Registrant filed herewith
and broadcast.com inc. dated electronically
February 23, 1999
</TABLE>
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EXHIBIT 99.5
TRIMARK CONTACT Broadcast.com CONTACT
David Van Houten Sherry Manno
Corporate Relations Corporate Communications
(310) 314-3024 (214) 748-6660 ext. 2156
[email protected] [email protected]
Trimark Inks Deal With Broadcast.com
To Broadcast Movies on the Internet
Companies Exchange Stock
FEBRUARY 23, 1999, SANTA MONICA, CA and DALLAS, TX... Trimark Holdings, Inc.
(NASDAQ-TMRK) and broadcast.com (NASDAQ-BCST) announced today an agreement in
which Trimark will license its library of films, for distribution over the
Internet via broadcast.com, starting with 50 titles, including the Warlock
series and the Leprechaun series. In addition, the companies will work together
to broadcast first run movies, previews and live premieres.
"Every few decades, a new media emerges which revolutionizes the film business.
In the fifties, it was television. In the eighties, it was home video. The
Internet is the new media of the twenty-first century and we want Trimark to be
at the forefront of this new media," said Mark Amin, chairman and CEO of
Trimark. "Broadcast.com is the leader in Internet broadcasting, and we look
forward to leveraging their audience of more than 800,000 daily visitors and
extensive network infrastructure to exploit new ways for consumers to view
movies. We believe this deal will, for the first time, allow a significant
library of theatrical motion pictures to be streamed on the Internet."
Amin added, "The dynamics of this deal allow us to be in direct contact with the
consumer. We will now be able to gain instantaneous feedback as well as
interaction with consumers throughout all aspects of production and distribution
of a movie."
"At broadcast.com we are leading the broadband revolution, and our partnership
with Trimark, a significant motion picture studio, allows us to lock in
distribution of compelling video content," said Mark Cuban, president and
chairman of broadcast.com. "We are pleased that Trimark is embracing the
Internet as an additional method of distribution for their movies, and we look
forward to creating new, non-traditional revenue opportunities together."
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EXHIBIT 99.5: (Continued)
Amin also commented on the compatibility of broadcast.com with Trimark's
licensing requirements. "Broadcast.com has the capability of controlling
from which geographical areas a user can access the movies. This utility
enables us to keep the integrity of our international distribution deals
while continuing the evolution and expansion of the Internet." The companies
will work together to distribute movies on the Internet under a variety of
new revenue models including pay-per-view, electronic commerce, integrated
advertising, personalized marketing and user interactive content. Some films
will be available free of charge, supported solely by advertising revenues,
while others will be available on a pay-per-view basis.
Negotiating the deal on Trimark's behalf was the Company's Senior Vice President
of Business Affairs and Acquisitions, Peter Block.
Under the terms of the agreement, Trimark will exchange 9% of its common stock
(412,363 shares) for the equivalent dollar value of broadcast.com stock (45,858
shares). The transaction is expected to be completed prior to March 15, 1999
and is subject to customary closing conditions including approval by the board
of directors of both companies.
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 distributes to the domestic home video market
under the Trimark Home Video label.
Broadcast.com (NASDAQ: BCST) is the leading aggregator and broadcaster of
streaming media programming on the Web with the network infrastructure and
expertise to deliver or "stream" hundreds of live and on-demand audio and video
programs over the Internet or intranets to hundreds of thousands of users. The
broadcast.com Web sites offer a large and comprehensive selection of
programming, including sports, talk and music radio, television, business
events, full-length CDs, news, video, commentary and full-length audiobooks,
serving an average of over 800,000 unique users per day. Broadcast.com
broadcasts on the Internet 24 hours a day, seven days a week, and its
programming includes more than 385 radio stations and networks, 40 television
stations and cable networks, and game broadcasts and other programming for over
420 college and professional sports teams. Broadcast.com also provides Internet
and intranet broadcasting services to businesses and other organizations,
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EXHIBIT 99.5: (Continued)
including turnkey production of live and archived press conferences, earnings
conference calls, investor conferences, trade shows, stockholder meetings,
product introductions, training sessions, distance learning telecourses and
media events. For more information on broadcast.com and its live and on-demand
programming, visit http://www.broadcast.com/.
Except for the historical information contained herein, certain matters
discussed in this news release, including the consummation of the stock
transaction and the potential success of the transactions and new technologies
described above, 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 Trimark and broadcast.com 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 Trimark's SEC reports, including the report on Form 10-K
for the year ended June 30, 1998 and the report on Form 10-Q for the quarter
ended December 31, 1998 and in broadcast.com's current filings with the SEC.
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