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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Lions Gate Entertainment Corp.
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(Name of Issuer)
Common Shares without par value
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(Title of Class of Securities)
535919203
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(CUSIP Number)
Mark Amin
Trimark Holdings, Inc.
4553 Glencoe Ave., Suite 200
Marina del Rey, CA 90292
(310) 314-2000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
- with copies to -
William M. Ross, Esq.
Bryan Cave LLP
120 Broadway, Suite 300
Santa Monica, California 90401
(310) 576-2102
June 6, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following page(s))
Page 1 of 9 Pages
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CUSIP No. 535919203 13D Page 2 of 9 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Trimark Holdings, Inc.
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
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(3) SEC Use Only
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(4) Source of Funds*
00(1)
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
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(6) Citizenship or Place of Organization
Delaware
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Number of Shares (7) Sole Voting
Beneficially Owned Power -0-
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 3,057,401 (1)
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(9) Sole Dispositive
Power -0-
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(10) Shared Dispositive
Power -0-
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
3,057,401 (1)
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by Amount in Row (11)
9.7% (1)
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(14) Type of Reporting Person*
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
(1) No shares of Lions Gate Entertainment Corp. have been purchased, directly or
indirectly, by the reporting entity. Rather, the reporting entity may be deemed
to have beneficial ownership of the shares reported herein pursuant to the Lions
Gate Voting Agreement (as described in the Introduction and in Items 3 and 4 of
this Schedule 13D), entered into in connection with a proposed merger with Lions
Gate Entertainment Corp. Any such beneficial ownership is expressly disclaimed
by the reporting entity.
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CUSIP No. 535919203 13D Page 3 of 9 Pages
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Introduction.
No shares of Lions Gate Entertainment Corp., a British Columbia, Canada
corporation (the "Issuer"), have been acquired directly or indirectly by
Trimark Holdings, Inc. ("Trimark"). Trimark is making this filing solely
because it may be deemed to have beneficial ownership of the shares reported
herein pursuant to the Lions Gate Voting Agreement (as described below).
On June 6, 2000, Trimark, the Issuer and a wholly-owned subsidiary of
the Issuer ("LGE Merger Sub"), executed an agreement and plan of merger, a
copy of which is included herein as Exhibit 99.1 (the "Merger Agreement")
pursuant to which Trimark agreed to merge (the "Merger") with and into LGE
Merger Sub. In the Merger, each share of the common stock, par value $.001
per share, of Trimark will be exchanged for (i) US$4.50 in cash and (ii) two
(2) shares, without par value, of the Issuer's common shares (the "Common
Shares"); provided, however, that if the average of the last reported sale
price of the Common Shares on the American Stock Exchange during the 30
consecutive trading days calculated as of the fifth calendar day preceding
Trimark's stockholder meeting (and not any adjournment thereof) to vote on
the Merger (the "Current Market Price") is less than US$2.75 per share,
then the number of Common Shares to be issued for each share of Trimark
common stock shall be the result obtained by dividing US$5.50 by the Current
Market Price. The specific terms of the exchange are included in the Merger
Agreement, Article II, Section 2.7. Capitalized terms used in this Schedule
13D without definition have the meanings given to them in the Merger
Agreement.
The completion of the Merger is subject to a number of conditions,
including the approval of the Merger Agreement and the Merger by the holders
of Common Shares of the Issuer and the holders of the common stock of
Trimark. In connection therewith, Frank Giustra (the "Stockholder"), who
according to the Lions Gate Voting Agreement (as defined herein) is deemed to
beneficially own or otherwise have voting power over 3,057,401 Common Shares
of the Issuer (collectively, the "Shares"), representing approximately 9.7%
(based on 31,421,374 Common Shares outstanding as represented by the Issuer
in the Merger Agreement) of the Issuer's outstanding Common Shares, has
entered into the Lions Gate Stockholders Voting Agreement with Trimark, dated
June 6, 2000, in the form included herein as Exhibit 99.2 (the "Lions Gate
Voting Agreement"). Under the Lions Gate Voting Agreement, the Stockholder
has agreed that at any meeting of the holders of Common Shares, however
called, or in connection with any written consent of the holders of the
Common Shares, the Stockholder shall vote or cause to be voted the Shares
held of record or beneficially owned by the Stockholder, whether heretofore
owned or acquired thereafter, (i) in favor of approval of the Merger
Agreement and any actions required in furtherance thereof and (ii) except as
permitted by the Merger Agreement or as otherwise agreed to in writing in
advance by Trimark, against any action or agreement that would result in a
breach in any respect of any covenant, representation or warranty or any
other obligation or agreement of the Issuer under the Merger Agreement (after
giving effect to any materiality or similar qualification contained therein).
The Stockholder has agreed not to enter into any written agreement with any
third party the effect of which would be inconsistent or violative of the
provisions set forth in the foregoing sentence.
The Stockholder further agreed that, although the Stockholder would be
free to transfer his Shares, if the Stockholder transfers any Shares (A) to
the Stockholder's spouse, (B) to lineal descendants of the Stockholder, (C)
to a trust which is substantially for the benefit of the Stockholder, the
Stockholder's spouse or any lineal descendants of the Stockholder or (D) upon
the death of the Stockholder, then, as a precondition to any such transfer,
the transferee(s) thereof would agree in a writing delivered to Trimark to be
bound by the terms and conditions of the Lions Gate Voting Agreement.
The representations, warranties, covenants and agreements in the Lions
Gate Voting Agreement will terminate upon the earlier to occur of (i) the
Effective Time, (ii) the termination or expiration of the Merger Agreement,
or (iii) the exercise by the Board of Directors of Trimark and Trimark of
their respective rights specified in Sections 6.5(c) and 11.1(c) of the
Merger Agreement.
In connection with the Merger Agreement, the Issuer; Mark Amin, Chairman
of the Board, Chief Executive Officer and the largest stockholder of Trimark;
and Reza Amin, brother of Mark Amin, entered into the Trimark Stockholders
Voting Agreement, dated June 6, 2000, in the form included herein as Exhibit
99.3 (the "Trimark Voting Agreement"). Under the Trimark Voting Agreement,
each of Mark Amin and Reza Amin has agreed that at any meeting of the holders
of common stock of Trimark, however called, or in connection with any written
consent of the holders of the common stock of Trimark, each shall vote or
cause to be voted the outstanding shares of common stock of Trimark held of
record or beneficially owned by such stockholder, whether heretofore owned or
acquired thereafter, (i) in favor of approval of the Merger Agreement and any
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CUSIP No. 535919203 13D Page 4 of 9 Pages
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actions required in furtherance thereof and of the Trimark Voting Agreement
(ii) except as permitted by the Merger Agreement or as otherwise agreed to in
writing in advance by the Issuer against any Acquisition Proposal (other than
the Merger). Each of Mark Amin and Reza Amin has agreed not to enter into
any written agreement with any third party the effect of which would, as
determined in the sole discretion of Mark Amin and Reza Amin, as applicable,
be inconsistent or violative of the provisions set forth in the foregoing
sentence.
The representations, warranties, covenants and agreements in the Trimark
Voting Agreement will terminate upon the earlier to occur of (i) the
Effective Time, (ii) the termination or expiration of the Merger Agreement,
or (iii) the exercise by the Board of Directors of Trimark and Trimark of
their respective rights specified in Sections 6.5(c) and 11.1(c) of the
Merger Agreement.
In connection with the Merger Agreement, the Issuer, Mark Amin and Reza
Amin have entered into a Registration Rights Agreement dated as of June 6,
2000 (the "Registration Rights Agreement"), in the form included herein as
Exhibit 99.4, granting to Mark Amin and Reza Amin certain demand and/or
incidental registration rights with respect to Common Shares held by them,
which shall become effective on the closing date of the Merger.
In connection with the Merger Agreement, the Issuer and Mark Amin have
entered into an Employment Agreement dated as of June 6, 2000 (the
"Employment Agreement"), in the form included herein as Exhibit 99.5, with
respect to the employment of Mark Amin by the Issuer upon the closing of the
Merger. Under the Employment Agreement, Mark Amin will render services to
the Issuer in exchange for the consideration set forth therein and as
described in Item 6.
The discussion in this Schedule 13D of the Merger Agreement, the Lions
Gate Voting Agreement, the Trimark Voting Agreement, the Registration Rights
Agreement and the Employment Agreement and the principal terms thereof is
subject to, and is qualified in its entirety by reference to, such agreements
which are incorporated herein by this reference and which are filed as
exhibits hereto.
Item 1. Security and Issuer.
The class of securities to which this Schedule 13D relates is the common
shares, no par value (defined above as the "Common Shares"), of Lions Gate
Entertainment Corp., a British Columbia, Canada corporation (defined above as
the "Issuer"), whose principal executive offices are located at Suite 3123,
Three Bentall Centre, 595 Burrand Street, Vancouver, British Columbia V7X 1J1
Canada.
Item 2. Identity and Background.
Trimark Holdings, Inc. ("Trimark") is a Delaware corporation whose
principal place of business is 4553 Glencoe Avenue, Suite 200, Marina del
Rey, California 90292. Trimark is a broad-based entertainment company which
produces, acquires and distributes motion pictures both 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.
The response to Items 2(d) and (e) of this Schedule is negative with
respect to Trimark.
The directors and executive officers of Trimark are as follows:
Mark Amin is the Chairman of the Board of Directors and Chief
Executive Officer of Trimark, and a citizen of the United States.
Mr. Amin's principal business address is c/o Trimark Holdings, Inc.,
4553 Glencoe Avenue, Suite 200, Marina del Rey, California 90292 and his
principal occupation is serving as the Chairman and Chief Executive Officer
of Trimark.
Gordon Stulberg is a Director of Trimark and a citizen of the United
States. Mr. Stulberg's principal address is 425 Comstock, Los Angeles,
California 90024. He is a retired former Chairman of the Board of Philips
Interactive Media International.
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CUSIP No. 535919203 13D Page 5 of 9 Pages
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Matthew H. Saver is a Director of Trimark and a citizen of the United
States. Mr. Saver's principal business address is c/o Myman, Abell,
Fineman, Greenspan & Rowan, 11777 San Vicente Boulevard, Suite 880, Los
Angeles, California 90049 and his principal occupation is as an attorney
at such law firm.
Tofigh Shirazi is a Director of Trimark and a citizen of the United
States. Mr. Shirazi's principal business address is 3621 West Alabama,
Suite 200, Houston, Texas 77027. His principal occupation is serving as
president of Intercontinental United Investors Corporation, a real estate
development and investment firm.
Peter J. Dekom is a Director of Trimark and a citizen of the United
States. Mr. Dekom's principal business address is 1401 Ocean Avenue,
Suite 300, Santa Monica, California 90401. His principal occupation is
serving as a management and business consultant and advisor.
Cami Winikoff is Chief Operating Officer of Trimark Pictures, Inc., a
wholly owned subsidiary of Trimark ("Trimark Pictures") and a citizen of
the United States. Ms. Winikoff's principal business address is c/o
Trimark Holdings, Inc., 4553 Glencoe Avenue, Suite 200, Marina del Rey,
California 90292 and her principal occupation is serving as an executive of
Trimark Pictures.
Andrew Reimer is Senior Vice President, Worldwide Television of
Trimark Pictures and a citizen of the United States. Mr. Reimer's
principal business address is c/o Trimark Holdings, Inc., 4553 Glencoe
Avenue, Suite 200, Marina del Rey, California 90292 and his principal
occupation is serving as an executive of Trimark Pictures.
Peter Block is Executive Vice President of Trimark Pictures and a
citizen of the United States. Mr. Block's principal business address is
c/o Trimark Holdings, Inc., 4553 Glencoe Avenue, Suite 200, Marina del Rey,
California 90292 and his principal occupation is serving as an executive of
Trimark Pictures.
Jeff Gonzalez is Chief Financial Officer, Treasurer and Secretary of
Trimark and a citizen of the United States. Mr. Gonzalez's principal
business address is c/o Trimark Holdings, Inc., 4553 Glencoe Avenue,
Suite 200, Marina del Rey, California 90292 and his principal occupation
is serving as an executive of Trimark.
Sergei Yershov is Senior Vice President of Trimark Pictures and a
citizen of Russia. Mr. Yershov's principal business address is c/o Trimark
Pictures, Inc., 4553 Glencoe Avenue, Suite 200, Marina del Rey, California
90292 and his principal occupation is serving as an executive of Trimark
Pictures.
The response to Items 2(d) and (e) of this Schedule is negative with
respect to each of the above-identified individuals.
Item 3. Source and Amount of Funds or Other Consideration.
No Common Shares of the Issuer have been purchased directly or
indirectly by Trimark. Rather, as an inducement for and a condition to
Trimark's entering into the Merger Agreement, Trimark and the Stockholder
have entered into the Lions Gate Voting Agreement, pursuant to which the
Stockholder has agreed to vote his Common Shares in favor of the Merger and
against any action which would be inconsistent with the Merger (as more fully
described in the Introduction to this Schedule 13D, which is incorporated by
reference herein).
Item 4. Purpose of Transaction.
Reference is made to the Introduction which is incorporated herein by
reference. No Common Shares of the Issuer have been acquired directly or
indirectly by Trimark. Trimark and the Stockholder have entered into the
Lions Gate Voting Agreement as a condition and an inducement for the
execution by Trimark of the Merger Agreement.
As a result of the Merger, Trimark will merge into a wholly owned
subsidiary of the Issuer.
For a description of options to purchase Common Shares and other
securities of the Issuer granted or to be granted to Mark Amin in connection
with the Employment Agreement, see Item 6. In the Merger Agreement, the
Issuer has agreed that following the Merger, Mark Amin will be appointed to
its Board of Directors.
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CUSIP No. 535919203 13D Page 6 of 9 Pages
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Except as disclosed in the Introduction, Item 4 and Item 6 of this
Schedule 13D, Trimark does not have any plans or proposals that relate to or
would result in any of the actions described in subparagraphs (a) through (j)
of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Trimark could be deemed to have "acquired" beneficial ownership
of the Common Shares to which this Schedule 13D relates only in the
sense that it and the Stockholder have entered into the Lions Gate
Voting Agreement (as described in the Introduction and in Item 3 of this
Schedule 13D, which are incorporated by reference herein) in order to
facilitate the Merger pursuant to the Merger Agreement. Reference is
made to Items 11 and 13 on the cover page to this Schedule 13D, which
are incorporated by reference herein, for the aggregate number and
percentage (based on information received from the Issuer) of the
Common Shares which may be deemed to be beneficially owned by Trimark.
Trimark disclaims beneficial ownership over any Common Shares, including
the power to vote, to dispose, or to direct the disposition of, any
Common Shares of the Issuer. Trimark disclaims membership in any group
with respect to the Common Shares, by virtue of the Lions Gate Voting
Agreement or otherwise. To the knowledge of Trimark, none of the
persons named in Item 2, other than Trimark, could be deemed to
beneficially own any Common Shares of the Issuer, although the directors
and executive officers of Trimark, by virtue of owning shares of common
stock and/or options of Trimark may receive Common Shares in the Merger.
(b) Reference is made to Items 7 through 10 on the cover page to this
Schedule 13D on page 2 and Item 2 of this Schedule 13D, which are
incorporated herein by this reference, for a description of the
beneficial ownership of Trimark.
Trimark may be deemed to share the power to vote the Shares with
the Stockholder, which such power Trimark disclaims. The following
paragraph provides the applicable information required by Item 2 with
respect to the Stockholder, which information is based solely on
information disclosed by the Issuer to Trimark:
Frank Giustra is a Canadian citizen, with his principal business
address c/o the Issuer, Suite 3123, Three Bentall Centre,
595 Burrand Street, Vancouver, British Columbia, V7X 1J1 Canada.
Mr. Giustra's principal occupation is serving as Chairman of the
Issuer.
To the knowledge of Trimark, the Stockholder has not, during the
last five years, been convicted in any criminal proceeding,
excluding traffic violations or similar misdemeanors.
To the knowledge of Trimark, the Stockholder has not, during the
last five years, been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of
which he was or is subject to a judgment, decree, or final order
enjoining violations of, or prohibiting or mandating activities
subject to, federal or state securities laws, or finding any
violation with respect to such laws.
(c) Neither Trimark nor, to the knowledge of Trimark, any of the persons
or entities named in response to Item 5(a) has effected any transactions
in the Common Shares during the past sixty (60) days.
(d) Trimark does not have knowledge as to who has the right to receive
and the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Shares.
(e) Paragraph (e) of Item 5 is inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Reference is made to the Introduction to this Schedule 13D, which is
incorporated by reference herein, for the description of the contracts,
arrangements, understandings, or relationships (legal or otherwise)
(including but not limited to the Merger Agreement, Lions Gate Voting
Agreement, Trimark Voting Agreement, Registration Rights Agreement and
Employment Agreement) among the persons listed in Item 2 and between such
persons and any person with respect to any securities of the Issuer,
including but not limited to the transfer or voting of any of the securities,
finder fees, joint ventures,
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CUSIP No. 535919203 13D Page 7 of 9 Pages
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loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
Under the Employment Agreement, Mark Amin has been granted, subject
to the approval thereof by the Issuer's stockholders, options to purchase (i)
1,000,000 Common Shares at a price of US$2.55 per share and (ii) 400,000
Common Shares at US$4.00 per share, all of which options are subject to
certain restrictions on exercisability. Further, upon closing of the Merger,
the Issuer shall issue and Mark Amin shall be entitled to purchase all of the
issued and outstanding Series B Preferred Shares of the Issuer for an
aggregate purchase price of US$100.00. The Series B Preferred Shares provide
certain rights, preferences, privileges and restrictions, including, without
limitation, the ability of the holder of the Series B Preferred Shares to
elect one member of the Issuer's Board of Directors, which member shall be
Mark Amin.
Item 7. Material to be filed as Exhibits.
The following are filed as exhibits:
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DOCUMENT EXHIBIT NO.
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Agreement and Plan of Merger dated June 6, 2000 among the Issuer, LGE Merger Sub 99.1
and Trimark (incorporated by reference to Exhibit 2.1 of Trimark's Current
Report on Form 8-K filed with the Commission on June 16, 2000)
Lions Gate Stockholders Voting Agreement dated June 6, 2000 by and between 99.2
Trimark and Frank Giustra (incorporated by reference to Exhibit 2.2 of Trimark's
Current Report on Form 8-K filed with the Commission on June 16, 2000)
Trimark Stockholders Voting Agreement dated June 6, 2000 by and among the 99.3
Issuer, Mark Amin and Reza Amin (incorporated by reference to Exhibit 2.3 of
Trimark's Current Report on Form 8-K filed with the Commission on June 16, 2000)
Registration Rights Agreement dated as of June 6, 2000 by and among the Issuer, 99.4
Mark Amin and Reza Amin (incorporated by reference to Exhibit 2.4 of Trimark's
Current Report on Form 8-K filed with the Commission on June 16, 2000)
Employment Agreement dated as of June 6, 2000 between the Issuer and Mark Amin 99.5
(incorporated by reference to Exhibit 2.5 of Trimark's Current Report on Form
8-K filed with the Commission on June 16, 2000)
</TABLE>
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CUSIP No. 535919203 13D Page 8 of 9 Pages
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: June 16, 2000
TRIMARK HOLDINGS, INC.
By: /s/ Jeff Gonzalez
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Jeff Gonzalez
Chief Financial Officer and Secretary
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CUSIP No. 535919203 13D Page 9 of 9 Pages
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Exhibit Index
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DOCUMENT EXHIBIT NO.
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Agreement and Plan of Merger dated June 6, 2000 among the Issuer, LGE Merger Sub 99.1
and Trimark (incorporated by reference to Exhibit 2.1 of Trimark's Current
Report on Form 8-K filed with the Commission on June 16, 2000)
Lions Gate Stockholders Voting Agreement dated June 6, 2000 by and between 99.2
Trimark and Frank Giustra (incorporated by reference to Exhibit 2.2 of Trimark's
Current Report on Form 8-K filed with the Commission on June 16, 2000)
Trimark Stockholders Voting Agreement dated June 6, 2000 by and among the 99.3
Issuer, Mark Amin and Reza Amin (incorporated by reference to Exhibit 2.3 of
Trimark's Current Report on Form 8-K filed with the Commission on June 16, 2000)
Registration Rights Agreement dated as of June 6, 2000 by and among the Issuer, 99.4
Mark Amin and Reza Amin (incorporated by reference to Exhibit 2.4 of Trimark's
Current Report on Form 8-K filed with the Commission on June 16, 2000)
Employment Agreement dated as of June 6, 2000 between the Issuer and Mark Amin 99.5
(incorporated by reference to Exhibit 2.5 of Trimark's Current Report on Form
8-K filed with the Commission on June 16, 2000)
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