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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES ACT OF 1934
Date of Report (Date of earliest event reported)
June 5, 1996
COMMISSION FILE NUMBER 0-24548
MOVIE GALLERY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 63-1120122
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
739 WEST MAIN STREET, DOTHAN, ALABAMA 36301
(Address of principal executive offices) (Zip Code)
(334) 677-2108
(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
On June 5, 1996, Movie Gallery, Inc. ("Movie Gallery") entered into an
Agreement of Merger (the "Agreement") with Home Vision Entertainment, Inc.
("Home Vision") pursuant to which a wholly-owned subsidiary of Movie Gallery
will be merged into Home Vision and the shareholders of Home Vision will receive
shares of Movie Gallery Common Stock pursuant to a formula set forth in the
Agreement. At the closing, Movie Gallery will issue $18.5 million in value of
its Common Stock (the "Initial Issuance") which will be valued based upon a
formula which is related to the average of the last reported sale prices of
Movie Gallery Common Stock for the 15 trading days immediately prior to the
closing of the merger. The shares of Common Stock issued in the Initial
Issuance are subject to adjustment to reflect the actual liabilities and
available cash of Home Vision at the closing.
The closing is subject to numerous conditions precedent, including, but not
limited to, completion of due diligence, treatment of the merger for accounting
purposes as a "pooling" and completion of certain regulatory procedures. While
Movie Gallery anticipates that the merger will close within the next 30 days
there can be no assurance that the transaction will be consummated.
Home Visions owns and operates 55 video specialty stores in Maine, New
Hampshire and Massachusetts.
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 hereunto duly authorized.
MOVIE GALLERY, INC.
Date: June 17, 1996 /s/ J. Steven Roy
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J. Steven Roy, Senior Vice President
