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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____________)*
TRIMARK HOLDINGS, INC. (formerly Vidmark, Inc.)
(Name of Issuer)
COMMON STOCK, PAR VALUE US$0.001 PER SHARE
(Title of Class of Securities)
89621J 10 0 (formerly 92658E 10 2)
(CUSIP Number)
Mr. Mark Amin
c/o Trimark Holdings, Inc.
4553 Glencoe Avenue, Suite 200
Marina del Rey, California 90292
(310) 314-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
- with copies to -
Barry L. Dastin, Esq.
Kaye, Scholer, Fierman, Hays & Handler, LLP
1999 Avenue of the Stars, Suite 1600
Los Angeles, California 90067
(310) 788-1000
June 6, 2000
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
/ /.
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* 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, as amended (the "Exchange Act"), or otherwise subject to the
liabilities of that section of the Exchange Act but shall be subject to all
other provisions of the Exchange Act (however, see the NOTES).
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CUSIP No. 89621J 10 0 SCHEDULE 13D
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(1) Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only)
Mohammed Mark Amin
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(2) Check the Appropriate Box if a Member (a) / /
of a Group (b) / /
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(3) SEC Use Only
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(4) Source of Funds
OO
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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
United States
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Number of Shares (7) Sole Voting Power
Beneficially Owned ----
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
1,755,375 (see Item 5)
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(9) Sole Dispositive Power
1,755,375 (see Item 5)
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(10) Shared Dispositive Power
----
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,755,375 (see Item 5)
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(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(see Item 5) /X/
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(13) Percent of Class Represented by Amount in Row (11)*
35.9%
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(14) Type of Reporting Person
IN
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* Based on 4,892,000 shares of Common Stock, which includes (i)
4,692,000 shares of Common Stock issued and outstanding on March 31, 2000 as
reported by the Company on its Form 10-Q filed with the Securities and Exchange
Commission on May 15, 2000, and (ii) 200,000 shares of Common Stock which are
issuable pursuant to stock options exercisable by Mr. Amin within sixty (60)
days from the date hereof.
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ITEM 1 SECURITY AND ISSUER
Mohammed Mark Amin ("Mr. Amin") hereby amends the Schedule 13G
originally filed with the Securities and Exchange Commission (the "Commission")
on February 13, 1991, as amended by Amendment No. 1 thereto on Schedule 13G,
filed with the Commission on February 2, 1993, as amended by Amendment No. 2
thereto on Schedule 13G, filed with the Commission on February 14, 1994, as
amended by Amendment No. 3 thereto on Schedule 13G, filed with the Commission on
February 6, 1995, as amended by Amendment No. 4 thereto on Schedule 13G, filed
with the Commission on February 5, 1996, as amended by Amendment No. 5 thereto
on Schedule 13G, filed with the Commission on February 6, 1997, as amended by
Amendment No. 6 thereto on Schedule 13G, filed with the Commission on February
6, 1998, as amended by Amendment No. 7 thereto on Schedule 13G, filed with the
Commission on February 5, 1999 as amended by Amendment No. 8 thereto on Schedule
13G, filed with the Commission on January 25, 2000, each of which relates to the
common stock, US$0.001 par value per share (the "Common Stock"), of Trimark
Holdings, Inc., a Delaware corporation (the "Company").
The principal executive offices of the Company are located at 4553
Glencoe Avenue, Suite 200, Marina del Rey, California 90292.
ITEM 2 IDENTITY AND BACKGROUND
Mr. Amin is a United States citizen whose principal occupation is acting
as the Company's Chief Executive Officer. Mr. Amin also serves as the Chairman
of the Board of Directors of the Company. His principal business address is 4553
Glencoe Avenue, Suite 200, Marina del Rey, California 90292.
During the last five years, Mr. Amin has not been (i) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
ITEM 3 SOURCE AND AMOUNT OF CONSIDERATION
No funds or other consideration were used by Mr. Amin to purchase any
securities of the Company within the last sixty days.
As more fully described in Item 4 hereof, Lions Gate Entertainment
Corp., a corporation formed under the laws of British Columbia ("Lions Gate"),
and Mr. Amin have entered into the Voting Agreement (as such term is defined in
Item 4) in connection with the Merger (as such term is defined in Item 4). The
transactions contemplated by the Voting Agreement are not expected to require
the expenditure of any funds. Mr. Amin entered into the Voting Agreement as an
inducement and a condition to Lions Gate entering into the Merger Agreement (as
such term is defined in Item 4).
ITEM 4 PURPOSE OF TRANSACTION
On June 6, 2000, the Company, Lions Gate and LGE Merger Sub Inc., a
Delaware corporation and a wholly owned subsidiary of Lions Gate ("Merger Sub"),
executed that certain Agreement and Plan of Merger (the "Merger Agreement")
providing for the acquisition of the Company by the form of a merger (the
"Merger") of the Company with and into Merger Sub, with Merger Sub surviving as
a wholly owned subsidiary of Lions Gate. In the Merger, each share of the Common
Stock will be exchanged for (i) US$4.50 in cash and (ii) two (2) shares, without
par value, of the common shares of Lions Gate (the "Lions Gate Common Shares");
provided, however, that if the average of the last reported sale price of Lions
Gate Common Shares on the American Stock Exchange during the 30 consecutive
trading days calculated as of the fifth calendar day preceding the Company'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 Lions
Gate Common Shares to be issued for each share of Common Stock shall be the
result obtained by dividing US$5.50 by the Current Market Price. The
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consummation of the Merger is subject to the approval of the Merger by holders
of a majority of the Common Stock and to certain other customary closing
conditions. A copy of the Merger Agreement is attached hereto as Exhibit 99.1.
In connection with the Merger Agreement, Mr. Amin, Reza Amin (each of
Mr. Amin and Reza Amin, a "Stockholder") and Lions Gate entered into that
certain Trimark Stockholders Voting Agreement, dated June 6, 2000 (the "Voting
Agreement"), with respect to each Stockholder's shares of the Common Stock now
owned, whether beneficially or of record, and which may hereafter be acquired by
such Stockholder, within the meaning of Rule 13d-3 of the Exchange Act. A copy
of the Voting Agreement is attached hereto as Exhibit 99.2.
Pursuant to the Voting Agreement, each Stockholder, solely in each of
their individual capacities as a stockholder of the Company and not as a
director of the Company, as the case may be, agreed that at any meeting of the
holders of Common Stock, however called, or in connection with any written
consent of the holders of the Common Stock, to vote each of their outstanding
shares of Common Stock (i) in favor of approval of the Merger Agreement and any
actions required in furtherance thereof and of the Voting Agreement, and (ii)
except as permitted by the Merger Agreement or as otherwise agreed to in writing
in advance by Lions Gate, against any Acquisition Proposal (as defined in the
Merger Agreement) other than the Merger. Each Stockholder further agreed not to
enter into any written agreement with any third party the effect of which would,
as determined in the sole discretion of such Stockholder, be inconsistent or
violative of the provisions and agreements contained in the foregoing sentence.
Each Stockholder further agreed that so long as the Board of Directors
of the Company and the Company have not exercised their respective rights
specified in Sections 6.5(c) and 11.1(c) of the Merger Agreement, each would not
directly (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or
otherwise dispose of, or enter into any contract, option or other arrangement or
understanding with respect to or consent to the offer for sale, sale, transfer,
tender, pledge, encumbrance, assignment or other disposition of, any or all of
such Stockholder's Common Stock or any interest therein; (ii) grant any proxies
or powers of attorney with respect to the subject matter of the Voting
Agreement, deposit any Common Stock into a voting trust or enter into a voting
agreement with respect to any Common Stock; or (iii) take any action that would,
as determined in the sole discretion of such Stockholder, be expected to make
any representation or warranty of such Stockholder contained in the Voting
Agreement untrue or incorrect or that would, as determined in the sole
discretion of such Stockholder, have the effect of preventing or disabling such
Stockholder from performing such Stockholder's obligations under the Voting
Agreement. The foregoing restrictions are subject to certain permitted
exceptions as set forth in the Voting Agreement.
The Voting Agreement shall terminate at the earliest to occur of the
following: (i) the Effective Time (as defined in the Merger Agreement); (ii) the
termination or expiration of the Merger Agreement; (iii) the exercise by the
Board of Directors of the Company and the Company of their respective rights
specified in Sections 6.5(c) and 11.1(c) of the Merger Agreement.
The discussion in this Schedule 13D of the Merger Agreement and the
Voting Agreement and each of the principal terms thereof is subject to, and is
qualified in its entirety by reference to, the Merger Agreement and the Voting
Agreement, each of which are incorporated herein by this reference and each of
which are filed as exhibits hereto.
Except as disclosed in Item 3, this Item 4 and Item 6 of this Schedule
13D, Mr. Amin presently 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) Except as set forth in this paragraph, Mr. Amin is the
beneficial owner of 1,755,375 shares of the Common Stock (the "Shares"), which
represents approximately 35.9% of the outstanding shares of the Common Stock. Of
such Shares,
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(i) Mr. Amin disclaims beneficial ownership of 66,390 shares which he holds of
record solely in his capacity as trustee for the benefit of certain of his
family members, and (ii) 200,000 shares are issuable upon the exercise of stock
options which are exercisable within sixty (60) days from the date hereof. The
percentage of shares of Common Stock beneficially owned by Mr. Amin has been
calculated based upon 4,892,000 shares of Common Stock, which includes (i)
4,692,000 shares of Common Stock issued and outstanding on March 31, 2000 as
reported by the Company on its Form 10-Q filed with the Commission on May 15,
2000, and (ii) 200,000 shares of Common Stock which are issuable pursuant to
stock options exercisable by Mr. Amin within sixty (60) days from the date
hereof.
(b) Pursuant to the Voting Agreement, Mr. Amin may be deemed, as to
certain matters, to share voting power of the Shares with Lions Gate. Otherwise,
except as set forth in Items 4 and 6 of this Schedule 13D, Mr. Amin has the sole
power to vote or direct the vote of, and dispose or direct the disposition of,
the Shares.
(c) Except as disclosed in Item 4 hereof, Mr. Amin has not effected any
transaction in the Common Stock during the past sixty (60) days.
(d) Not applicable.
(e) Not applicable.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Except as otherwise set forth in this Schedule 13D (and the
agreements referenced herein which are incorporated herein by this
reference), to the knowledge of Mr. Amin, no contracts, arrangements,
understandings, or relationships (legal or otherwise) exist among the persons
named in Item 2 or between such persons and any other person with respect to
any securities of the Company including, but not limited to, the transfer or
voting of any of the securities of the Company, finder's fees, joint
ventures, loan or option agreements, puts or calls, guarantees of profits,
division of profits or loss, the giving or withholding of proxies, or a
pledge or a contingency, the occurrence of which would give another person
voting power over the securities of the Company.
In accordance with that certain Pledge Agreement, dated May 1, 1997
(the "Pledge Agreement"), by and among Mark Amin and Susan Amin, on the one
hand (collectively, the "Pledgor"), and Trimark Pictures, Inc., a California
corporation and a wholly owned subsidiary of the Company ("Trimark
Pictures"), on the other hand, the Pledgor has pledged to Trimark Pictures
230,000 of the Shares (the "Pledged Shares") as collateral for that certain
Secured Promissory Note, dated May 1, 1997 (the "Note") by Mr. Amin in favor
of Trimark Pictures, in the amount of US$750,000. The Pledge Agreement
provides that so long as the Pledgor is not in default in the performance of
any of the terms and conditions of the Pledge Agreement or the Note, the
Pledgor shall have all of the voting rights attached to the Pledged Shares.
Notwithstanding the foregoing, upon the occurrence and during the continuance
of any default by the Pledgor in the performance of any of the terms of the
Pledge Agreement or the Note, there shall become vested immediately in
Trimark Pictures exclusive authority to exercise all voting rights relative
to the Pledged Shares. A copy of the Pledge Agreement and the Note are
attached hereto as Exhibits 99.3 and 99.4, respectively.
The discussion in this Schedule 13D of the Pledge Agreement and the Note
and each of the principal terms thereof is subject to, and is qualified in its
entirety by reference to, the Pledge Agreement and the Note, each of which are
incorporated herein by this reference and each of which are filed as exhibits
hereto.
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ITEM 7 MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99.1 Agreement and Plan of Merger, dated June 6, 2000, by and among
Lions Gate Entertainment Corp., Trimark Holdings, Inc. and LGE
Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 of
the Company's Current Report on Form 8-K filed with the
Commission on June 16, 2000).
Exhibit 99.2 Trimark Stockholders Voting Agreement, dated June 6, 2000, by and
among Lions Gate Entertainment Corp., Mark Amin and Reza Amin
(incorporated by reference to Exhibit 2.3 of the Company's
Current Report on Form 8-K filed with the Commission on
June 16, 2000).
Exhibit 99.3 Pledge Agreement, dated May 1, 1997, by and among Mark Amin,
Susan Amin and Trimark Pictures, Inc. (incorporated by reference
to Exhibit 10.72 of the Company's Form 10-K filed with the
Commission on September 29, 1997).
Exhibit 99.4 Secured Promissory Note, dated May 1, 1997, by and between Mark
Amin and Trimark Pictures, Inc. (incorporated by reference to
Exhibit 10.73 of the Company's Form 10-K filed with the
Commission on September 29, 1997).
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: June 16, 2000
By: /s/ Mohammed Mark Amin
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Name: Mohammed Mark Amin,
an individual
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Exhibit Index
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<CAPTION>
Document Exhibit No.
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<S> <C>
Agreement and Plan of Merger, dated June 6, 2000, by and among Lions Gate 99.1
Entertainment Corp., Trimark Holdings, Inc. and LGE Merger Sub, Inc. (incorporated
by reference to Exhibit 2.1 of the Company'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
Lions Gate 99.2 Entertainment Corp., Mark Amin and Reza Amin (incorporated
by reference to Exhibit 2.3 of the Company's Current Report on Form 8-K
filed with the Commission on June 16, 2000)
Pledge Agreement, dated May 1, 1997, by and among Mark Amin, Susan Amin and 99.3
Trimark Pictures, Inc. (incorporated by reference to Exhibit 10.72 of the
Company's Form 10-K filed with the Commission on September 29, 1997)
Secured Promissory Note, dated May 1, 1997, by and between Mark Amin and Trimark 99.4
Pictures, Inc. (incorporated by reference to Exhibit 10.73 of the Company's Form
10-K filed with the Commission on September 29, 1997)
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