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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. Reza 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)
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)
Reza Amin
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Iran
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
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8 SHARED VOTING POWER
571,316 (see Item 5)
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9 SOLE DISPOSITIVE POWER
571,316 (see Item 5)
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
571,316 (see Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [x]
(see Item 5)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*
12.2%
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14 TYPE OF REPORTING PERSON
IN
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* Based on 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.
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ITEM 1 SECURITY AND ISSUER
Reza Amin ("Mr. Amin") hereby amends the Schedule 13G originally filed
with the Securities and Exchange Commission (the "Commission") on February 28,
1991, as amended by Amendment No. 1 thereto on Schedule 13G, filed with the
Commission on February 10, 1993, 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 citizen of Iran whose principal occupation is serving as
a Vice President of Giant Video, Inc., a corporation which owns and operates
20/20 Video, a video specialty store. His principal business address is 1833
South Vermont Avenue, Los Angeles, California 90006.
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
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, Mark Amin (each of
Mr. Amin and Mark 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
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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 and this Item 4 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 571,316 shares of the Common Stock (the "Shares"), which
represents approximately 12.2% of the outstanding shares of the Common Stock. Of
such Shares, Mr. Amin disclaims beneficial ownership of 132,780 shares which he
holds of record solely in his capacity as trustee for the benefit of certain of
his family members. The percentage of shares of Common Stock beneficially owned
by Mr. Amin has been calculated based upon 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.
(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
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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.
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).
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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/ Reza Amin
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Name: Reza Amin,
an individual
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Exhibit Index
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<CAPTION>
Document Exhibit No.
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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 99.2
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)
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