ALLIANCE ENTERTAINMENT CORP
8-K, 1998-05-22
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 May 21, 1998,  Alliance  Entertainment  Corp. (the  "Company")  issued a
press release announcing that it had filed its Disclosure  Statement and Plan of
Reorganization  with the Bankruptcy Court in the Southern  District of New York.
The Company stated that,  following a hearing  expected to occur in late June on
the adequacy of the Disclosure  Statement,  the Company will commence soliciting
votes for approval of its Plan of Reorganization.

     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 May 21, 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:     May 22, 1998


<PAGE>


                                  EXHIBIT INDEX



Exhibit 99.1      Press Release dated May 21, 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
- ---------------------

       Alliance Entertainment Corp. Files Disclosure Statement and Plan of
                     Reorganization with Bankruptcy Court

     New  York - May  21,  1998 - Less  than a year  after  filing  Chapter  11,
Alliance  Entertainment  Corp.  (OTC:  AETTQ)  announced  that is has  filed its
Disclosure Statement and Plan of Reorganization with the Bankruptcy Court in the
Southern  District of New York.  Following  a hearing  expected to occur in late
June on the adequacy of the  Disclosure  Statement,  Alliance  will commence the
solicitation of votes for approval of its Plan of Reorganization.

     "The  Company  has  worked  very hard over the last 10 months to bring this
process to a timely and successful  conclusion.  We have made the hard decisions
and taken the  necessary  steps to  consolidate  our  operations  and return the
Company  to  profitability.  We have met the  operating  goals  set forth in our
long-range business plan and expect to continue to do so. We have positioned the
Company to take  advantage  of the current  rebound in the  conventional  retail
music  market,  and the growth of new emerging  channels of  distribution,  most
significantly  the Internet.  We are confident  that with creditor  approval and
confirmation  of the plan,  we will  emerge  from  Chapter  11 by the end of the
summer a  smaller,  but  considerably  stronger  operation  with a  bright,  new
future," said Eric Weisman,  Alliance's  president and chief executive  officer.

     The  newly  reorganized  Alliance   Entertainment  will  become  a  private
corporation,  with nearly all equity in the Company to be held by a syndicate of
banks led by The Chase  Manhattan  Bank, as agent.  Under the terms of the Plan,
The Company's existing common stock will be canceled and shareholders in the Old
Alliance  Entertainment  will receive no distribution,  either in cash or common
stock in the new Company.

     Alliance Entertainment Corp. is the largest wholesaler of prerecorded music
and  related  products.   Alliance   Entertainment  Corp.  and  certain  of  its
subsidiaries  voluntarily filed to reorganize under Chapter 11 on July 14, 1997.
The Company currently employs  approximately 800 people in the United States and
Canada  and  maintains  headquarters  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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