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 ): December 10, 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 or other (Commission File Number) (I.R.S. Employer
jurisdiction of incorporation) 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 December 9, 1997, Alliance Entertainment Corp. (the "Company") announced
that Alvin Teller resigned as officer of the Company, effective January 1, 1998,
and that Eric Weisman has been namerd president and chief executive officer
replacing Mr. Teller. After his resignation, Mr. Teller will remain with the
Company as non-executive Chairman of the Board of Directors. The Company also
announced that its Board of Directors has appointed David Hawthorne as chief
financial officer, effective immediately.
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 December 9, 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: December 10, 1997
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EXHIBIT INDEX
Exhibit 99.1 Press Release dated December 9, 1997
News Release
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Sitrick and Company Inc.
Los Angeles/New York
Contact: Sandra Sternberg
Brenda Adrian
Sitrick and Company
310-788-2850
For Immediate Release
Alliance Entertainment Announces Management Changes
Coral Springs, Fla - December 9, 1997 - Alliance Entertainment Corp.
(OTC:AETTQ) today announced that Alvin Teller has resigned as an officer of the
Company, effective January 1, 1998, and that Eric Weisman has been named
president and chief executive officer replacing him. Mr. Teller will remain with
the Company as non-executive Chairman of the Board of Directors. Mr. Weisman has
served as chief operating officer of Alliance since July 1997 with
responsibility for all of the Company's day-to-day business operations.
According to Mr. Teller, "My decision to step down as president and chief
executive of Alliance reflects that fact that, with the Board's recent approval
of a business plan, the stage is now set for Alliance's successful emergence
from Chapter 11. That has been my overriding goal since July, and now that the
job is nearing completion, I feel my work here is - for the most part -
complete.
"The plan is the culmination of several months of work in which Mr. Weisman
and senior management, under my direction, developed a plan that provides for
the restructuring of Alliance as primarily a Florida-headquartered one-stop,
budget and special products distribution company. With the Board's approval of
that plan, I feel strongly that Eric Weisman and current management are more
than capable of executing Alliance's plans both in the short and long term. I
look forward to working with the Board to expedite Alliance's emergence from
Chapter 11."
Mr. Weisman stated, "I'm confident that, as a result of our restructuring,
Alliance is well positioned to service the changing needs of the retail music
industry into the millennium and that once the restructuring is completed, the
Company will be a driving force in the pre-recorded music distribution industry.
"Al and I have worked closely over the past several months to develop a
business plan that will serve as the foundation of the Company's plan of
reorganization," Mr. Weisman continued, "thus enabling Alliance to successfully
emerge from Chapter 11 as a viable competitor and a dominant force in the
one-stop, budget and special products music distribution business. I am
delighted that Al has agreed to remain as non-executive Chairman of the Alliance
Board, permitting us to continue to access his expertise in the music business."
Prior to being named chief operating office of Alliance, Eric Weisman
directed all new business development, strategic planning, information
technology and marketing activities for the Company. Mr. Weisman joined Alliance
from Premier Artists Services, where, as chief operating officer, he directed
activities in conjunction with the firm's representation of artists including
Frank Sinatra, Liza Minnelli, Sammy Davis, Jr., and Steve Lawrence and Eydie
Gorme. At Premier, Mr. Weisman also had responsibility for overseeing Corporate
Entertainment Productions (CEP), an entertainment marketing joint venture with
Burson-Marsteller and Young & Rubicam.
In a related announcement, Alliance said that its Board has appointed David
Hawthorne as chief financial officer, effective immediately. Mr. Hawthorne has
been acting in that capacity on an interim basis since the resignation of
Timothy Dahltorp in November.
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Prior to joining Alliance, Mr. Hawthorne was involved in the turn around of
several financially troubled companies. Most recently he served as chairman and
chief executive of Servico Hotels & Resorts, where he directed its successful
reorganization and emergence from Chapter 11. Mr. Hawthorne has also served as
executive vice president and chief financial officer of Kendavis Holding
Company, where he was involved with its successful reorganization through
Chapter 11. He has also worked with Zolfo Cooper & Company, in New York, and
Gardinier, Inc. U.S. Phosphoric Products of Tampa, Florida. Mr. Hawthorne holds
a B.A. degree from the University of South Florida and an M.B.A. from the
University of Tampa.
On July 14, 1997, Alliance Entertainment Corp. and several of its
subsidiaries voluntarily filed petitions to reorganize under Chapter 11.
Excluded from the filing were certain businesses in the Company's Proprietary
Products Group, including Castle Communications, the Company's U.K.-based
catalog and re-issue label, and St. Clair Entertainment, its Canadian
subsidiary. The Company's Red Ant Entertainment unit was sold in August 1997.
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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