OVERSEAS FILMGROUP INC
8-K/A, EX-99.2, 2000-06-29
MOTION PICTURE & VIDEO TAPE PRODUCTION
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                                                                  EXHIBIT 99.2



CONTACT:

Robert L. Rinderman, David C. Collins
Jaffoni & Collins
212-835-8500 / [email protected]

FOR IMMEDIATE RELEASE

                OVERSEAS FILMGROUP COMPLETES $57 MILLION FUNDING

           - $17 Million Equity Financing by New York Investor Group -

     - Chase Expands New Credit Facility to $40 Million from $30 Million -

Los Angeles, CA and New York, NY (June 26, 2000) - Worldwide independent film
distributor Overseas Filmgroup, Inc. (OTC BB: OSFG, http:\\www.ofg.com)
announced today that it has closed on the $17 million equity investment by New
York investor group, Rosemary Street Productions, LLC. In combination with the
closing of the new equity, the Company also finalized its new credit facility
with Chase Securities, Inc. The Chase facility was originally arranged as a $30
million credit line, but was increased to $40 million based on Overseas
Filmgroup's enhanced capital structure, operating strategy and management team
additions. The credit facility is a five-year, secured revolving credit
facility.

Overseas plans to utilize the $40 million Chase facility to refinance
indebtedness under an existing credit facility; to finance the production and/or
acquisition of theatrical, video and television motion pictures; for working
capital; and for other general corporate purposes.

Pursuant to the agreement, Rosemary Street Productions now holds 59.5% of the
outstanding voting shares of Overseas Filmgroup, including 5,097,413 common
shares and 904,971 preferred (each preferred share is convertible into two
shares of common stock). Rosemary Street also holds warrants to purchase an
additional 2,313,810 shares of common stock at $3.40 per share.

John Miller, Managing Director, Entertainment Industries Group at The Chase
Manhattan Bank, commented, "Overseas Filmgroup has built an impressive, quality
feature film library over the past 20 years, which nicely complements their
management talent and strong track record of success in the international film
distribution market. The new equity infusion provides a platform for further
growth, and we are pleased to assist in financing the next stage of their
corporate evolution, commencing what we view will be a mutually beneficial
long-term relationship between Overseas Filmgroup and Chase."

Newly appointed Chief Executive Officer and Co-Chairman Christopher Cooney,
commented, "Our strategic plan is to leverage Overseas Filmgroup's unique
expertise and long-standing relationships in the international distribution



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arena. We expect to continue to grow our extensive feature film library, further
expand our new digital media footprint, broaden our existing distribution
infrastructure, our theatrical distribution operation, First Look Pictures, and
launch a commercial production division - with creative ties to our other
entertainment ventures. We also plan to secure either a NASDAQ or AMEX stock
listing, based on our new enhanced capital structure."

In recent weeks, the Company has signed a first look agreement with respected
feature film producer Jon Kilik (Dead Man Walking, Pleasantville), and appointed
Randy Lippert, a producer of independent films, commercials, and music videos,
to head its newly formed Commercial Production and Internet divisions.

Overseas Filmgroup is one of the few truly independent worldwide film
distribution companies specializing in the acquisition, financing, packaging and
distribution of independently produced feature films of all genre. The upcoming
slate include Cheri (adapted from the novel written by Colette and starring
Jessica Lang); Gein (based on the true life story of the serial killer Ed Gein);
Till the End of Time (based on the love affair between Georgia O'Keefe and
Alfred Steiglitz and starring Linda Fiorentino and Ben Kingsley); Proximity
(starring Rob Lowe and James coburn); Relative Values (based on the Noel Coward
play and starring Julie Andrews, William Baldwin and Jeanne Tripplehorn);
Greenfingers (starring Clive Owen, Helen Mirren and David Kelly). Previous films
include Titus (directed by Julie Taymor and starring Anthony Hopkins and Jessica
Lange); Waking Ned Devine (which grossed over $25 million in the U.S. box
office); The Prophecy (starring Christopher Walken and achieving $17 million in
U.S. box office);

The domestic division First Look Pictures next releases are The Opportunists
(starring Christopher Walken); Me & Isaac Newton (directed by Michael Apted and
produced by Clear Blue Sky Productions); Blessed Art Thou (directed by Tim
Disney). Previous films include A Map of the World (starring Sigourney Weaver
and Julianne Moore and produced by Kathleen Kennedy and Frank Marshall);
Antonia's Line (Academy Award winner for Best Foreign Language Film of 1995);
Guncrazy (directed by Tamra Davis and starring Drew Barrymore); and The Secret
of Roan Inish (directed by John Sayles). The Company's First Look Pictures
division also specializes in the video and DVD release of films in the U.S., and
is focused on exploiting non-theatrical rights and new distribution
opportunities.

This press release includes forward-looking statements that involve risks and
uncertainties. Certain factors may cause actual results to differ materially
from those contained in the forward looking statements, including, but not
limited to, quarterly and annual fluctuations in results of operations, the
unpredictability of audience acceptance of any particular motion pictures, the
highly speculative and inherently risky and competitive nature of the motion
picture industry, and other risks detailed from time to time in the Company's
reports filed with the Securities and Exchange Commission including, but not
limited to, its Annual Report on Form 10-K for the year ended December 31, 1999.
As the motion picture business and the Company's operations are subject to
numerous uncertainties, including, among other things in addition to the
forgoing factors, the financing requirements of various film projects,
competition from companies within the motion picture industry and in other
entertainment media (many of which have significantly greater financial and

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other resources than the Company), and the release schedule of competing films,
no assurance can be given that the Company's acquisition, production, financing
and distribution goals and strategies (including as described herein) will be
achieved. Actual results may differ materially from management expectations
expressed in any forward-looking statements.

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