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 ): July 16, 1997
ALLIANCE ENTERTAINMENT CORP.
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(Exact name of registrant as specified in its charter)
Delaware 1-13054 13-3645913
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(State of incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
110 East 59th Street, New York, New York 10022
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 935-6662
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Item 5. Other Events
On July 17, 1997, Alliance Entertainment Corp. (the "Company") issued a
press release to announce that it had received Court approval of interim
debtor-in-possession (DIP) financing provided under a loan agreement with a
syndicate of banks led by Chase Manhattan. The Honorable Burton R. Lifland on
Wednesday approved $20 million of the $50 million DIP financing intended to
support the Company's operations. The Court scheduled a final hearing with
respect to the remaining $30 million of the DIP financing for July 30, 1997.
The Company also announced that the New York Stock Exchange (NYSE) had
notified the Company that the NYSE had permanently halted trading of the
Company's common stock and was proceeding with an application to delist the
Company's common stock as a consequence of the Chapter 11 filing and the fact
that the Company no longer met the criteria for continued listing on the
Exchange. In spite of the action by the NYSE, the Company intends to remain
current with respect to its reporting obligations under the Securities Exchange
Act of 1934.
Certain matters discussed in this report are forward-looking statements
intended to qualify for the safe harbors from liability established by the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements can generally be identified as such because the context of the
statement will include words such as the Company "believes," "expects" or words
of similar import. Similarly, statements that describe the Company's future
plans, objectives, estimates or goals are also forward-looking statements. Such
statements address future events and conditions concerning capital expenditures,
earnings, sales, liquidity and capital resources, and accounting matters. Actual
results in each case could differ materially from those currently anticipated in
such statements, by reason of factors such as future economic conditions,
including changes in customer demand, legislative, regulatory and competitive
developments in markets in which the Company operates; and other circumstances
affecting anticipated revenues and costs.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 99.1 Press Release dated July 17, 1997
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SIGNATURE
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 thereunto duly authorized.
ALLIANCE ENTERTAINMENT CORP.
By: /s/ Christopher J. Joyce
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Name: Christopher J. Joyce
Title: Executive Vice President,
General Counsel and
Assistant Secretary
Date: July 18, 1997
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EXHIBIT INDEX
Exhibit 99.1 Press Release dated July 17, 1997.
2029 Century Park East, Suite 1750
Los Angeles, CA 90067
(310) 788-2850 Fax: (310) 788-2855
News Release
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SITRICK AND COMPANY INC.
Los Angeles/New York
Contact: Sitrick And Company
Sandra Sternberg
Rivian Bell
Patrick Lee
(310) 788-2850
For Immediate Release
Alliance Entertainment Receives Approval for
$20 Million Interim DIP Financing
New York, N.Y. - July 17, 1997 - Alliance Entertainment Corp. (NYSE:CDS),
one of the largest full-service distributors of prerecorded music and related
products and a developer and marketer of new artist and catalog proprietary
content in several genres, today announced that it had received Court approval
of interim debtor-in-possession (DIP) financing provided under a loan agreement
with a syndicate of banks led by Chase Manhattan.
The Honorable Burton R. Lifland on Wednesday approved $20 million of the
$50 million DIP financing intended to support the Company's operations. The
Court scheduled a final hearing with respect to the remaining $30 million of the
DIP financing for July 30, 1997. In hearings Monday and Wednesday, the Court
approved the Company's requests for payment of pre-petition wages and benefits,
retention of the Company's cash management systems and retention of legal and
financial professionals.
"We are pleased to have reached prompt approval on these matters presented
to the Court," stated Al Teller, Alliance chairman, president and chief
executive officer, "and are pleased that funds will be available today to
purchase merchandise and other services."
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Alliance Entertainment Corp. Page 2
Alliance also confirmed today that the New York Stock Exchange (NYSE) had
notified the Company that the NYSE had permanently halted trading of the
Company's common stock as a consequence of the Company's Chapter 11 filing and
the fact that the Company no longer met the criteria for continued listing on
the Exchange. In spite of the action by the NYSE, the Company intends to remain
current with respect to its reporting obligations under the Securities Exchange
Act of 1934.
Alliance Entertainment Corp. is a fully integrated, independent music
company with more than 1,300 employees in the United States, Canada and the
United Kingdom. The Company maintains corporate headquarters in New York and
operations headquarters at its facility in Coral Springs, Fla.
Forward-looking statements herein are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements can generally be identified as such because the
context of the statement will include words such as the Company "believes,"
"expects," "anticipates," or words of similar import. Similarly, statements that
describe the Company's future plans, objectives, estimates or goals are
forward-looking statements. There are certain important factors that could cause
results to differ materially from those anticipated by forward-looking
statements made herein. Investors are cautioned that all forward-looking
statements involve risks and uncertainty.
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