MOVIEFONE INC
DEFA14A, 1996-05-14
COMMUNICATIONS SERVICES, NEC
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     Dear Fellow Shareholder,

     Fiscal 1995 proved to be a very successful year for MovieFone,
     during which we significantly expanded our market presence,
     increased our revenues, and enhanced our brand identity. 
      
               THE LARGEST SINGLE SOURCE OF MOVIE INFORMATION

     The most important of the year s developments was the rapid
     growth in consumer usage of MovieFone.  We are proud to report
     that according to a study by Audits & Surveys Worldwide,
     MovieFone is now the largest source of movie information in
     America, used by more moviegoers than any newspaper or any other
     single source.  As a result of this increased popularity, we were
     featured in major print media including USA Today, People
     Magazine, and Entertainment Weekly, and on television s Late
     Night with David Letterman, Saturday Night Live, and a full
     episode of Seinfeld.  

                          MOVIELINK ONLINE LAUNCH

     In fact, Entertainment Tonight chronicled another major event in
     MovieFone history as actress Sandra Bullock launched our new
     online service, MovieLink, by purchasing the first movie ticket
     ever sold over the Internet, for Columbia Pictures  movie The
     Net.  MovieLink has allowed us to leverage our brand name in this
     new medium, quickly becoming one of the most popular
     entertainment destinations on the Internet, with about 60,000
     individual users each week.

                       IMPROVED OPERATING STATISTICS

     During 1995, the number of calls received by our MovieFone
     service, which we consider to be the most important barometer of
     our performance, increased 35% to 45 million calls.  Same market
     call volume increased 23%.  This rapid growth in call volume was
     a result of increased  promotional efforts in our existing
     markets and the addition of 5 new markets, including Toronto, our
     first international city.  We sold advertising time on 86% of
     calls received during the year, and increased the number of
     tickets we sold through MovieFone to 2.2 million.

                             ACCOUNTING CHANGES

     In an effort to simplify our statement of operations, we
     implemented a number of changes in the presentation of revenue. 
     Previously, MovieFone reported ticket sales revenue which
     included the face value of the movie ticket, in addition to the
     service charge MovieFone collects.  This presentation resulted in
     higher revenue and associated costs.  In the modified
     presentation, the face value of tickets is eliminated from
     revenue and cost of services.  In addition, advertising,
     sponsorship, and new business revenues, will be reported as a
     separate line items.  The modified presentation is intended to
     simplify the reporting of financial results; it does not reflect
     a change in our business or impact operations. Comparable
     information for each 1995 quarter is presented in an accompanying
     table.

                             FINANCIAL RESULTS

     Total revenue for 1995 increased 38% to $11.2 million from $8.1
     million in 1994.  The net loss for 1995 decreased 11% to $1.72
     million, or $0.13 per share, compared to $1.94 million, or $0.17
     per share, in 1994.  Legal expenses, most of which are associated
     with the ongoing arbitration and litigation with Pacer/CATS,
     accounted for $1.02 million.  Our arbitration is set to begin on
     July 16 and is expected to end in the third quarter.  We look
     forward to a significant decrease in our legal expenses after the
     conclusion of the arbitration.  In addition, as of December 1,
     1995, we increased our teleticketing service fee by 25% in most
     of our markets, and effective January 1, 1996, implemented a 15%
     advertising rate card increase. 

                              EXPANSION PLANS

     MovieFone is now available in 26 markets, covering approximately
     10,000 movie screens, and we intend to continue our expansion
     efforts in 1996 by entering at least five new markets.  In
     addition, we believe we can improve our service, and
     simultaneously increase the inventory of available advertising
     positions we offer our studio clients (beyond the single Feature
     Billboard played at the start of each call) by adding a new
     featured called  MovieFone Previews.   Unlike the Feature
     Billboard, which must be heard by every caller, callers can
     choose to browse through Previews to help them decide on which
     movie they want to see.  We have already introduced Previews in
     Houston as a test market, and plan to launch this feature
     nationally during the third quarter of 1996.  

                       LEVERAGING THE MOVIEFONE BRAND

     To further leverage our brand, we also recently launched, in
     conjunction with Variety, MovieFone s annual  American Moviegoer
     Awards.  These Awards allow avid moviegoers who call MovieFone to
     register their votes for their favorite movies and performers.  
     We also implemented our recently-announced relationship with
     KABC-TV in which  Mr. MovieFone  appears twice each Friday night
     on the top-rated news broadcast in Los Angeles, to preview the
     most popular weekend movie releases according to MovieFone caller
     inquiries.  In addition to providing us with valuable weekly
     television promotion in the home-town of our studio clients, this
     feature will also lend credibility to MovieFone s efforts to
     become a research vehicle for the studios.

     We are proud of our achievements over the past year, and want to
     thank our dedicated employees, valued customers, and fellow
     shareholders for making our success possible.  We look forward to
     updating you on our progress in months ahead.

     Sincerely,



     Andrew R. Jarecki
     Chief Executive Officer





     Welcome to MovieFone's first newsletter... 

     In the past year, we reached a number of major milestones: We
     received our 150 millionth call, making MovieFone the largest
     single source of information for U.S. moviegoers; completed 
     our first year as a public company; 
     expanded to 26 cities; launched MovieLink online; initiated
     "Theater Express" codes; implemented "MovieFone Previews;"
     announced 
     our relationship with ABC TV; 
     inaugurated the American Moviegoer Awards; and of course, we were 
     featured on TV's number one sitcom Seinfeld.  Not bad for one
     year.

     Since we started MovieFone, a lot has changed, but one thing has
     stayed the same: our commitment to combining insight, enthusiasm,
     and technology to make moviegoing and movie marketing easier than
     ever before.  We hope you enjoy this first issue of our newsletter
     and that we will get a chance to speak 
     to you in person very soon.

     Andrew R. Jarecki                       J. Russell Leatherman
     Chief Executive Officer                 President

     "Mr. MovieFone" Exposed On Seinfeld
     "Hello and welcome to MovieFone..."     Moviegoers have heard and
     responded to the infamous voice of  "Mr. MovieFone" over 150
     million times, but who is that guy?  After years of being heard
     and not seen, "Mr. MovieFone" (aka Russ Leatherman, MovieFone
     president) has finally been exposed.  It all began with "guest
     voice" spots on national television programs including Late Show
     with David Letterman, The Simpsons, Saturday Night Live, Mad About
     You, and the MTV Movie Awards, but Leatherman's identity remained
     a mystery.

     All that changed when the producers of the smash-hit sitcom
     Seinfeld, called the MovieFone offices in search of Russ'
     services.  In one episode, Kramer takes on the personality of 
     "Mr. MovieFone" (he mimicks the signature Leatherman style to a
     "t") offering callers movie information. Kramer's reign comes to
     an abrupt end when "Mr. MovieFone" pays him a visit to reclaim his
     identity.  
     "We never expected this," said Leatherman, "but we couldn't be 
     happier."  "When I was on the set, Jerry, Julia, and Michael all
     told me they 
     never go to the movies without calling MovieFone, so it was a 
     perfect fit." 

     The aftermath of the MovieFone Seinfeld episode shifted Leatherman

     from behind the mic, 
     into the spotlight.  He's been featured in national articles in
     USA Today, Entertainment Weekly, and People , and has appeared on
     popular shows including The Oprah Winfrey Show and Hard Copy.  If
     all this weren't enough, get ready Los Angeles... Mr. MovieFone's
     got a 
     regular Friday slot on KABC Channel 7 News providing the most
     updated information on what's hot at the movies [see article
     below].  Is there a negative to all this attention?  You bet - now
     he has to take time explaining how and why he created the quirky
     voice millions of Americans often imitate, but will never quite
     duplicate. 

     KABC And MovieFone Join Forces
      MovieFone and KABC have joined forces to create the Channel 7
     MovieFone Preview, airing every Friday at 5:00 and 11:00 PM,
     exclusively on Eyewitness News. This 
     segment highlights "what's hot" at the box office, as 
     currently reflected by MovieFone caller inquiries, and provides
     valuable 
     information to viewers who 
     are making their weekend movie plans.  
     Preview also shows clips of new movie releases, all brought to Los
     Angelinos by none other than the illustrious "Mr. MovieFone,"
     president Russ Leatherman.  According to KABC News Director Cheryl
     Fair, "KABC prides itself on providing the most informative
     up-to-the-minute news in Los Angeles. MovieFone is 
     the only service that can 
     identify which movies will be most popular, before the weekend
     even starts.  This unique and timely information will be another
     compelling reason for viewers to turn to Channel 7 Eyewitness News
     on Friday nights."

     MovieLink   Hosts  Millionth User
     In March, MovieLink (http://www.movielink.com or 777FILM.com), the
     country's first and only online, national movie guide and
     ticketing service, celebrated a major milestone, hosting its one
     millionth user.  Consistently one of the hottest entertainment
     destinations on the Internet, the 
     service originally debuted last July 
     when MovieLink was featured on Entertainment Tonight as actress
     Sandra Bullock purchased the first movie ticket sold via the
     Internet for Columbia Pictures' The Net.
     Since that time, MovieLink has grown substantially, receiving over
     3 million "hits" a week, representing over 60,000 individuals each
     week. Here are some of the e-mail comments we've received from
     MovieLink users so far...

     "I'm a frequent user of the 777-FILM phone service. I've been
     wanting an online version for quite a while now.  We've just
     checked out your site, and I'm in 777th heaven!" kdg@novell

     "This is great!  Now we can plan our moviegoing the modern way." 
     bknight@grossmont

     "This is wonderful.  This is the first and only Web site I'll use
     each weekend.  This is the first site my wife would even look at
     for more than 10 seconds.  You're onto something good here.  Nice
     work."  gmeltzer@gordon
     "What a great service! I think I'll be seeing a few more movies
     now that I can find them so easily."  conor@barkeep

     Moviegoers' Picks For '95: The American Moviegoer Awards
     This year MovieFone began what will become an annual event: The
     American Moviegoer Awards.  From Monday, March 4 through Thursday,
     March 21st, MovieFone callers were able to place their votes for
     Best Picture, Best Actor,
     Best Actress, and Best Director of 1995.  Andrew Jarecki, Chief
     Executive Officer, said, "The Awards let moviegoers express their
     opinions about the movies they've seen, and help the industry
     identify what works at the box office."  

     MovieFone's network of local media sponsors did a wonderful job
     spreading the word about the Awards, and the event was a
     resounding success with over 150,000 votes cast. 

     So, you want to know the results of 1995 Awards?  Best Picture:
     Braveheart; Best Actor: Nicolas Cage, Leaving Las Vegas; Best
     Actress: Susan Sarandon, Dead Man Walking; Best Director: Mel
     Gibson, Braveheart.  Do these winners sound familiar?  That may be
     because they predicted the results of the Academy Awards exactly. 
     Kudos to the Academy for having their finger on the pulse of the
     moviegoing public, although next year will be the true test. 
     Tallying and announcement of the American Moviegoer Awards will
     take place earlier in the year, and we're looking forward to it. 
     Fun Fact:
     With awards like these, don't you always want to know who came in
     second?  The winners and runners-up are:

     best picture
     winner: Braveheart
     runner-up: Apollo 13
     Best Actor
     winner: Nicolas Cage, 
     Leaving Las Vegas
     runner-up: Richard Dreyfuss, 
     Mr. Holland's Opus
     Best Actress
     winner: Susan Sarandon, 
     Dead Man Walking
     runner-up: Sharon Stone, Casino
     Best Director
     winner: Mel Gibson, Braveheart
     runner-up: Tim Robbins, 
     Dead Man Walking

     What Exhibitors Are Doing With MovieFone
     GENERAL CINEMAS
     *    GCC implemented "Theater Express Codes" for all theaters in
     Philadelphia
     *    MovieFone provided GCC with 100,000 20 second  ads on the
     system to promote its "MaTOONays"- a big screen cartoon for kids
     ages 6-11, and an incredible action ride with super realistic
     visuals and awesome sound 
     *    General Cinema Theaters went online with teleticketing in the
     NY Metro area 
     FAMOUS PLAYERS
     * Famous Players implemented "Theater Express Codes" for all
     theaters in Toronto
     * Famous Players went online with 
     teleticketing in Toronto
     CENTURY THEATRES
     * Century implemented "Theater Express Codes" for all theatres in
     MovieFone markets
     *    MovieFone promoted the Grand Openings of the Laguna and
     Folsom Theaters - Sacramento's newest and largest theaters 
     AMC THEATRES
     *    AMC implemented "Theater Express Codes" for all Houston
     theaters
     *    MovieFone and AMC teamed up to promote Atlanta's largest
     theater opening, The Colonial 18
     UNITED ARTISTS
     *    MovieFone provided over 100,000 20-second ads to announce The
     Galaxy coming to Dallas and Denver's newest Virtual Theme Park -
     The Starport 
     CINEPLEX ODEON
     *    Cineplex Odeon implemented "Theater Express Codes" for all
     theaters in Houston and NY Metro area
     *    MovieFone announced opening of Chicago's Navy Pier IMAX
     Theater
     EDWARDS THEATRES
     *    Edwards installed the MARS II box office system in "The Big
     One" 21-plex
     *    MovieFone provided teleticketing for Edwards' largest
     theaters including "The Big One"
     *    MovieFone assigned "Theater Express Codes" to Edwards
     Theaters
     HARKINS THEATRES
     * MARS II installed at 3 locations 
     including the Shea 14
     LANDMARK THEATRES
     *    Landmark implemented "Theater Express Codes" in all MovieFone
     markets
     *    Landmark went online with teleticketing in Houston
     SONY THEATRES
     *    Sony implemented "Theater Express Codes" for all theaters in
     Boston
     *    MovieFone provided Sony with over 100,000 20-second ads to
     promote the IMAX Theater at Lincoln Square

     EXHIBITORS  HIGHLIGHTED   ON MOVIELINK

     General Cinema Theaters
     Famous Players
     Century Cinemas
     Edwards Cinemas
     Harkins Theatres
     Landmark Theatres
     Pacific Theatres
     Crown Theatres
     Kerasotes Theatres

     These exhibitors now have 
     free customized 
     promotional  "pages" on MovieLink

     TOP 10 THEATERS 
     ON MOVIEFONE

     1. Sony
     Lincoln Square in New York City
     2. United Artists Theaters
     Cheltenham in Philadelphia
     3. Cineplex Odeon
     Chelsea Cinemas in New York City
     4. United Artists Theaters
     Sameric in Philadelphia
     5. Sony
     Village 7 in New York City
     6. Cineplex Odeon
     Worldwide Cinemas in New York City
     7. AMC
     Century 14 in Los Angeles
     8. Century Theatres
     Century Cinema Mountain View in San Francisco
     9. Sony 
     Assembly Square in Boston
     10.AMC
     The Grand in Dallas

     (Based on total number of theater inquiries 
     on MovieFone for April 1996)

     Leading Research Company Confirms MovieFone Is Single Largest
     Source Of Movie Information
     According to a recent study by Audits & Surveys Worldwide, one of
     the world's leading research firms, MovieFone now serves more
     movie-goers than any newspaper or any other single source.

     Richard Bachman, Sr. Vice President of Marketing for MovieFone
     said, "MovieFone has grown tremendously since it started in 1989,
     and is now used by millions of moviegoers each week in 26 of the
     country's largest movie markets, which account for 
     60% of all U.S. admissions. In fact MovieFone is now used by more
     moviegoers than the country's top 
     5 newspapers combined. This 
     summer," he continued, "we expect 
     to receive up to 2 million calls in a 
     single week.  Since there are 2.3 people in a moviegoing party,
     two million callers represent about five million moviegoers, or
     more than 20% of all U.S. moviegoers.  In a $5 billion industry,
     that means MovieFone callers can represent $1 billion in annual
     box-office revenues."

     New MovieFone Feature! 
     Previews...So You Know What The Movies Are About
     Starting this summer, moviegoers 
     will be able to hear not only the titles 
     of movies, but also brief Previews of the films complete with
     ratings, running times, and cast members. They can jump from one
     Preview to the next by pressing the buttons on their phone (we
     call this "turbo-browsing"). 

     For the past four months, MovieFone has been testing Previews in
     Houston and the response has been excellent. We provided an 800#
     comment line to Houston MovieFone callers and perfected the
     system,  in preparation for the national roll-out this summer.  

     How do Previews work?  Callers are given the option to "press 2 to
     hear previews of current movies." Now callers have the option of
     choosing to browse through movie titles (as they do now), or to
     "turbo-browse" through Previews as described above. To promote the
     national roll-out of Previews, MovieFone will run ads 
     on its powerful network of 
     media partners (including a new TV 
     commercial) and will distribute a new Previews trailer to all
     theaters.

     MARS II Installed In The World's Largest Theater
     We are pleased to report that in November 1995, MARS II, our
     complete theater management system, was installed in the largest
     theater in the world: "The Big One," Edwards 21. Located in the
     Irvine Spectrum in Irvine, California, "The Big One" contains
     stadium seating and an IMAX theater.  

     John Ventura, MARS II Senior Vice President and General Manager
     said, "MARS II was specifically designed to meet the needs of
     today's larger multiplex theaters, so we were well prepared for
     the challenge." 

     Mike Tiemeyer, Edwards Executive Director of Operations and
     operator of the Edwards 21, had this to say about opening the
     theater on the busiest weekend of the year, "We could not have
     done this without a reliable and flexible theater management
     system and have already concluded that MARS II is more than up to
     the very challenging demands of the Edwards 21 Cinemas. We expect
     that this system will continue to help us get the most out of this
     great new theater and are very happy that we have chosen it. It is
     a very good system."  
     MovieFone recently launched its live MARS II Help Desk, designed
     to provide our customers with even better support (via a real live
     person at all hours of the day and night). The MARS II Help Desk
     has already become a great resource for our customers.  

     Many other exhibitors including AMC, Harkins, CinemaStar, City
     Cinemas, and SoCal Cinemas are  enjoying 
     multiplex management made easier on MARS.  To learn more about
     MARS II, call John Ventura at 212 504-7584.

     Do  You  Know  Your  Code?
     Exhibitors across the country, including selected AMC, United
     Artists, Cineplex Odeon, Sony Famous Players, Crown, Dickinson,
     City Cinemas, Century, and other theaters, all know their codes...
     their Theater Express Codes that is. Now MovieFone callers trying
     to find out 
     information for their favorite theaters can 
     enter "#" plus a 3-digit code for Express access to a particular
     theater. 
     Benefits to the Moviegoer
     Because MovieFone is never busy, calling the MovieFone number
     eliminates the moviegoer's frustration with the busy signals
     common to most theater information lines.  In addition, callers
     can choose to hear only the information they need, avoiding the
     endless lists of movies and showtimes on answering machines at
     multiplex theaters.  Also, they can get the information they need
     for multiple movies and theaters all in one call, saving time and
     money. 
     Benefits to the Exhibitor
     For exhibitors, listing the local MovieFone number and Theater
     Express Codes in place of local theater answering machine numbers
     makes good business sense.  First, it means that patrons who are
     loyal to their theaters can instantly access them on MovieFone,
     bypassing information for other theaters.  Second, MovieFone's
     professional voice and state-of-the-art interactive system
     provides patrons with a far superior service to the traditional
     theater answering machine.  For theaters that have Express Codes,
     MovieFone even gives callers the option of hearing additional
     customized information, such as ticket prices, directions, and
     parking information.  Third, routing phone calls to the thousands
     of MovieFone lines, lets exhibitors save the cost and labor
     associated with individual theater phone lines and answering
     machines. Over 1,000 screens have already signed up for Theater
     Express Codes.  If your theaters don't have Express Codes, call us
     and request them.

     MovieFone: The Secret Weapon in the Battle For Market Share
     In today's highly competitive market for feature films, studios
     are releasing four to five major films and spending $45 million on
     marketing every weekend to reach moviegoers with their message. 
     But with movie attendance stable at a billion attendees a year,
     more movies and ad dollars are chasing the same limited number of
     moviegoers.  It is a battle for market share.

     Increasingly, studios are turning to MovieFone as a way to be sure
     they maximize the number of  moviegoers they can steal from the
     competition, and steer to their movie.  With the large number of
     movies being released weekly, opening weekend is more important
     than ever.  The avid moviegoers who will see your movie on opening
     weekend create the box-office momentum and word-of-mouth that will
     drive the success of the movie throughout its life cycle - and a
     successful theatrical run is the best way to ensure profits in
     ancillary markets, like video rental and international sales.

     As Audits & Surveys research shows (see below), targeting
     moviegoers by playing an uninterruptible advertisement for them on
     MovieFone at the moment they are deciding which movie to see, is
     the only proven way to convince them to see your movie over the
     competition.

     Study Shows Moviegoers Who Hear Ad On MovieFone Are Far More
     Likely To Choose Advertised Movie
     A study by Audits & Surveys Worldwide confirmed the methodology
     used in MovieFone's conversion analysis, which shows that callers
     who hear an ad for a movie on MovieFone choose that movie far more
     frequently than callers who don't hear the ad.

     To determine this, the company uses a simple method, made 
     possible by the fact that MovieFone collects data on which movies
     callers choose.  MovieFone compares the selections of callers who
     hear the ad for a given movie, versus a control group who do not
     hear the ad, and counts the number of incremental callers who
     choose the advertised movie after hearing the ad.
     According to Russ Leatherman, "The 'promise' of interactive
     advertising that we have been hearing about for years, is here
     today with MovieFone.  MovieFone's interactivity lets us determine
     how many additional people saw a movie because they heard the ad
     on MovieFone.  It takes all the guesswork out of that portion of a
     studio's media plan."

     "It makes perfect sense," he continued.  "Most callers have a few
     movies in mind, and if you can play them a persuasive,
     uninterruptible, exclusive ad at the moment they are deciding
     which movie to see, you can convert a significant number of them
     to your movie."

     What Studios Are Doing With MovieFone This Summer
     #In the highly competitive summer season, studios advertise on
     MovieFone to break through the clutter 
     of an over-crowded marketplace. MovieFone's unique ability to
     reach avid moviegoers during their decision-making process,
     combined with its state-of-the-art interactive promotional
     capabilities, allow studios 
     to create exciting programs that make their films stand out.  What
     follows are some highlights of what we're working on for the
     summer:
     DISNEY
     *    Disney supports Leslie Nielson's new action spoof Spy Hard
     with a strong advertising campaign on MovieFone.
     *    Other MovieFone-supported Disney films slated to open 
     this summer include Nicolas Cage's Alcatraz-based action thriller,
     The Rock, and John Travolta's Phenomenon, a 
     contemporary romantic fable. 
     SONY
     *    As part of their strong MovieFone advertising campaign, Sony
     will undertake the biggest promotion in MovieFone history entitled

     "A Sony Summer."  We cannot reveal the details of this
     unprecedented event, but stay tuned...it promises to 
     be spectacular. 
     MGM/UNITED ARTISTS
     *    Moll Flanders, based on William Defoe's classic 1772 novel,
     will open the summer for MGM/UA's advertising efforts on
     MovieFone.  Other films slated for advertising on MovieFone
     include the Woody Harrelson and Randy Quaid bowling comedy,
     Kingpin, and the action comedy, Fled, starring Laurence Fishburne 
     and Stephen Baldwin.
     MIRIMAX
     *    To complement their advertising on MovieFone, Miramax
     initiated a whole new form of contest entry via 777-FILM -- voice-
     recording.
     *    It began with Beautiful Girls, when callers were given 30 -
     40 seconds to describe in their own words why a woman they know is
     the most "beautiful girl" in the world.
     *    The success of Beautiful Girls led to similar campaigns for
     Flirting With Disaster, and The Pallbearer. 
     UNIVERSAL
     *    To support their significant advertising schedule on
     MovieFone, Universal Pictures and MovieFone are working on
     exciting summer promotions that are sure to enhance awareness and
     increase ticket sales:
     *    First out of the gate is the Flipper Sweepstakes, where
     MovieFone callers can enter to win a fun family trip for four to
     the Bahamas.
     *    Universal and MovieFone are also working on promotions for
     Dragonheart, The Nutty Professor, and The Frighteners.

     Fun Fact:

     MovieFone received its 
     150 Millionth call in...
     March 1996

     The Debut Of The
      "Amazing Cornelius"
     Keep an eye out for the 
     new MovieFone trailers this summer
     As the summer blockbusters begin to appear on screen, so will new
     MovieFone trailers, featuring  "Cornelius," 
     the amazing  psychic.  
     A fictitious 
     game show, "The Psychic Challenge" 
     provides the interesting 
     setting for world-renowned 
     psychic, Cornelius, to 
     test his skills against Ethel Strassberg, a 70-year-old retired
     seamstress.  The challenge is to see which contestant can answer
     the  simple question presented by the game show host:  
     "What action movie just opened?"  

     The trailer will be unveiled this summer on all theater screens,
     as well as on  KABC-TV in Los Angeles 
     and Citytv in Toronto.

     Down the road, look for other new trailers as well.  We don't want
     to spoil the surprise, but we can give you the inside scoop.  In
     what is becoming something of a series, Cornelius will once again
     try to beat the clock against another menacing opponent. 

     Welcome To Our New Sponsors
     Beginning April 12, New York MovieFone callers were greeted with
     something NEW... we mean W-N-E-W.  WNEW 102.7 is our new exclusive
     radio sponsor in NY, bringing a fresh, cutting-edge perspective to
     promoting MovieFone.  Their sponsorship of 777-FILM rounds out
     their already strong promotional efforts to target moviegoers in
     the market. 

     MovieFone's newest market, Kansas City, has seen rapid growth, no
     doubt due to the strength of our sponsors, The Kansas City Star
     and KPRS HOT 103 JAMZ, and local exhibitors including CCC and
     Dickinson.  We're looking forward to doing great things with them.

     As the summer heats up  
     and call volume continues 
     to climb, MovieFone will 
     generate even greater 
     sponsor awareness with moviegoers in all our 
     markets.

     What's New On The Local Scene?  City Highlights
     On the horizon:  Expansion into new markets this summer will
     include Cincinnati and Salt Lake City, bringing the overall number
     of MovieFone markets to 28.
     Chicago Film
     Critics Awards:
     MovieFone was proud to be a sponsor of the 8th Annual Chicago Film
     Critics Awards, held Monday, March 11. MovieFone supported
      the Awards by providing information on the Chicago MovieFone
     system, alerting over 100,000 avid movie-goers in market about the
     special event.  We're 
     looking forward to 
     participating next year.
     New York Events: Because MovieFone supports  local industry
     events, millions of New York MovieFone callers will learn about:  
     The Gen Art Film Festival,  featuring nights of films by today's
     most promising young independent filmmakers. (Saturday, April 27 -

     Friday, May 3).
     "A Day at the Movies," An all day street festival with live
     events, an auction of valuable movie memorabilia, celebrity
     appearances, the "Movie Parade," floats, movie vendor booths,
     celebrity look-alike contests, and much more (Sunday, 
     June 2).

     How To Reach Us
     Four World Trade Center  5th Floor  New York, NY  10048   Phone:
     212-504-7442    Fax:212-504-7494 
      1875 Century Park East  22nd Floor  Los Angeles, CA  90067  
     Phone: (310) 557-1555  Fax:(310) 557-1666
     [email protected]    MovieFone is a publicly traded company
     (Nasdaq: MOFN)




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