ALLIANCE ENTERTAINMENT CORP
8-K, 1998-07-07
DURABLE GOODS, NEC
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                  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): May 21, 1998

                       ALLIANCE ENTERTAINMENT CORP.
- -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



 Delaware                           1-13054                     13-3645913
- -------------------------------------------------------------------------------
(State or other                (Commission File Number)     (I.R.S. Employer
jurisdiction of incorporation)                              Identification No.)


4250 Coral Ridge Drive, Coral Springs, Florida                 33065
- -------------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code)



        Registrant's telephone number, including area code: (954) 346-0110



<PAGE>


Item 5.     Other Events

     On June 26, 1998,  Alliance  Entertainment  Corp. (the "Company")  issued a
press  release  announcing  that the  Company  had  received  approval  from the
Bankruptcy  Court  in  the  Southern  District  of  New  York  ("Court")  of its
Disclosure  Statement  for its Plan of  Reorganization  ("Plan"). The  Company
stated that the approval  allows the Company to commence  solicitation  of votes
for approval of the Plan.  Plan  materials  and ballots have been mailed and the
deadline  for  returning  the ballots is July 24, 1998. A hearing to confirm the
Plan is  scheduled  for July 30,  1998.  The  Company  also  reported  the Court
approved the sale of its U.K.  subsidiary,  Castle COmmuications to London-based
Rutland Trust PLC.

     Certain  matters  discussed  in  the  press  release  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 June 26, 1998.


<PAGE>


                                    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/ Eric Weisman
                                           ----------------------------
                                           Name: Eric Weisman  
                                           Title:President and
                                                 Chief Executive Officer
                                              

Date:     July 6, 1998


<PAGE>


                                  EXHIBIT INDEX



Exhibit 99.1      Press Release dated June 26, 1998.



                                                      
News Release
- ----------------------------------------------
Sitrick and Company Inc.
Los Angeles/New York

                                              Contact: Sandra Sternberg
                                                       Brenda Adrian
                                                       Sitrick and Company
                                                       310-788-2850

For Immediate Release
- ---------------------

      [INSERT BODY OF PRESS RELEASE]

     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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