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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))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/X/ Soliciting Material Pursuant to Section 240.14a-12
Trimark Holdings, Inc.
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(Name of Registrant as Specified In Its Charter)
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(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:
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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/ / Fee paid previously with preliminary materials.
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Exhibit 99
FOR IMMEDIATE RELEASE
LIONS GATE ENTERTAINMENT CORP. AND TRIMARK HOLDINGS
AGREE TO MERGE IN U.S. $50 MILLION TRANSACTION
VANCOUVER AND LOS ANGELES- JUNE 6, 2000 - CANADIAN-BASED LIONS GATE
ENTERTAINMENT CORP. (TSE AND AMEX: LGF) and TRIMARK HOLDINGS, INC., (NASDAQ:
TMRK) announced today that the two companies have entered into a definitive
agreement in which Trimark will be merged into a newly formed, wholly owned
subsidiary of Lions Gate. The transaction, valued at approximately U.S. $50
million in cash and Lions Gate stock, plus the assumption of Trimark's debt was
jointly announced today by Jon Feltheimer, Lions Gate's Vice Chairman and CEO,
and Mark Amin, Trimark's Chairman and CEO.
Under the merger agreement Lions Gate Entertainment will provide U.S. $4.50 in
cash and two shares of Lions Gate Entertainment stock for each share of Trimark
stock. A stock adjustment provision will assure that the minimum total value of
the consideration will be U.S.$10 per Trimark share at time of closing. The
stock adjustment provision provides that in the event the average of the last
sales price of the Lions Gate common stock on the American Stock Exchange for
the 30 trading days ending immediately prior to the fifth calendar day before
the Trimark shareholder meeting to vote on the transaction is less than U.S.
$2.75 per share, then additional Lions Gate common stock will be issued such
that the total value of the share component will be U.S. $5.50. The deal is
subject to closing of an expanded credit line and regulatory and shareholder
approval by both parties.
Lions Gate will be headed by Mr. Feltheimer and Mr. Amin will join the board of
directors of Lions Gate and will be appointed as Vice Chairman.
"This merger is the first step in the strategy we have laid out to grow the
company through acquisitions and consolidations," said Feltheimer. "The fit
between Lions Gate and Trimark is ideal. Trimark has a strong video operation
with excellent vendor relations, a library of over 650 films, an active
broadband operation and a great track record for producing and distributing
specialty and genre films."
"We intend to exploit the many synergies between our two companies to form a
formidable independent film studio, which will be a viable competitor in the
motion picture industry," said Mark Amin. This transaction provides the
opportunity for significant growth in all areas of our current business model."
" The Trimark merger represents a continued strategy by Lions Gate to
successfully penetrate into the U.S entertainment marketplace," added Lions Gate
Chairman Frank Giustra.
In connection with the merger agreement, Mr. Amin and another Amin family member
who own approximately 46% of Trimark's common stock, have entered into an
agreement with Lions Gate to vote their common stock in favor of the merger
agreement. Frank Giustra, Chairman of Lions Gate, who owns approximately 10% of
Lions Gate common stock, has entered into an agreement with Trimark to vote his
common stock in favor of the merger agreement.
The two companies currently have combined annual revenues approaching U.S. $300
million. Trimark recently reported a 3rd quarter net earnings increase of 132%
and a 29% jump in overall revenue, which represents its third consecutive
profitable quarter.
Among Trimark Pictures recent theatrical features are "Beautiful People," "The
Last September" and "Held Up." Upcoming theatrical releases include "Skipped
Parts," starring Jennifer Jason Leigh, Brad Renfro and Drew Barrymore; "The St.
Francisville Experiment," a ghost hunt captured on film by real participants,
which continues the cinema revolution and definitively proves that something
else exists; and "Rules of Attraction," (formerly known as "Stalk") starring
Gretchen Mol, Samantha Mathis, Tom Everett Scott and Matthew Settle.
Trimark Home Video entered into a first-look output deal with NBC in May of
1999, whereby the Company would distribute many of NBC's programs and
movies-of-the-week on Home Video and have a first look at future product. The
Company has released several "Saturday Night Live" compilations as well as
several of NBC's event programs. The Company also announced last month that it
acquired home video rights to the critically and religiously acclaimed epic,
"Jesus," starring Jeremy
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Sisto, Debra Messing, Armin Mueller-Stahl, Jacqueline Bisset and Gary Oldman.
"Jesus," which aired as a May sweeps event on CBS, will enter the home video
market at a sell through price on both VHS and DVD and is slated to street on
July 25th.
Trimark Pictures is the majority-owner of the broadband website CinemaNow Inc.
(www.cinemanow.com). The community-driven, streaming media site links
independent filmmakers to independent film watchers. As a site for independent
filmmakers, it provides the resources to create, market, exhibit, and distribute
films. CinemaNow is a conduit from independent filmmakers to audiences through
both its user base and as a pathway to more conventional distribution:
theatrical, video, and television. CinemaNow also provides access to popular
films and exclusive, original content including titles from the Trimark Pictures
library and now from the Lions Gate library and an expanding selection of
exclusively licensed theatrical and short films.
These added properties will complement Lions Gate's growing roster of highly
successful independent films and television movies and series. The company's
recent releases include "Dogma," "American Psycho" and "The Big Kahuna." Among
its upcoming motion pictures are "Jesus' Son," "But I'm a Cheerleader," "Shadow
of the Vampire" and "Eyes of Tammy Faye." Lions Gate Television recently began
production on the dramatic series "Mysterious Ways" for PAX and, through
wholly-owned Termite Arts, will produce more than 80 hours of non-fiction
programming in the current fiscal year.
Lions Gate creates, produces and distributes a broad range of motion picture,
television and other filmed entertainment content through its four operating
divisions - Motion Pictures, Television, Animation and Studio Facilities. The
distinctive Lions Gate brand is recognized as a symbol of quality entertainment
throughout North American and around the world.
Trimark Holdings, Inc. 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.
FORWARD LOOKING STATEMENTS
This release contains forward-looking statements within the meaning of the "Safe
Harbor" provisions of the Private Securities Litigation Reform Act of 1995.
These statements are based on management's current expectations or beliefs and
are subject to a number of factors and uncertainties that could cause actual
results to differ materially from those described in the forward-looking
statements. The forward-looking statements in this release address the following
subjects: expected date of closing the merger; future financial and operating
results; and timing and benefits of the merger.
The following factors, among others, could cause actual results to differ
materially from those described in the forward-looking statements: the risk that
Trimark's and Lions Gate's businesses will not be integrated successfully; costs
related to the merger; failure of the Trimark or Lions Gate stockholders to
approve the merger; inability to obtain, or meet conditions imposed for,
regulatory approvals related to the merger.
For a detailed discussion on these and other cautionary statements, please refer
to Trimark's and Lions Gate's filings with the Securities and Exchange
Commission.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS REGARDING THE BUSINESS COMBINATION TRANSACTION REFERENCED
IN THE FOREGOING INFORMATION, WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. The joint proxy statement/prospectus will be filed with
the Securities and Exchange Commission by Trimark and Lions Gate. Investors and
security holders may obtain a free copy of such filings (when they become
available) and other documents filed by Trimark and Lions Gate with the SEC at
the SEC's website at www.sec.gov or from the companies.
Trimark and its officers and directors may be deemed to be participants in the
solicitation of proxies from Trimark's stockholders with respect to the merger
and related transactions. Information regarding such officers and directors is
included in Trimark's Proxy Statement for its 1999 Annual Meeting of
Stockholders filed with the SEC on October 21, 1999. This document is available
free of charge at the SEC's website (www.sec.gov). In addition, Trimark's Proxy
Statement for its 1999 Annual Meeting of Stockholders may be obtained for free
from Trimark by directing a request to Trimark Holdings, Inc., 4553 Glencoe
Avenue, Suite 200, Marina del Rey, California 90292, Attention: Investor
Relations, telephone (310) 314-2000.
www.lionsgate-ent.com
www.trimarkpictures.com
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Contacts:
Richard Licata
Rogers & Cowan
310.201.8825
[email protected]
Bill Bence
Rogers & Cowan
310.201.8822
[email protected]
Tom Ekman/Art Maulsby
Sitrick and Company
310-788-2850
