SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended DECEMBER 31, 1999 or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _____________ to ______________
Commission file number: 0-18613
TRIMARK HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-4272695
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
4553 GLENCOE AVE., SUITE 200
MARINA DEL REY, CALIFORNIA 90292
(Address of principal executive offices) (Zip code)
(310) 314-2000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
---- ----
As of February 10, 2000, 4,604,677 shares of Trimark Holdings, Inc. common stock
were outstanding, excluding shares held by Trimark Holdings, Inc. as treasury
stock.
TRIMARK HOLDINGS, INC.
INDEX
Page No.
Part I. Financial Information
Item 1. Financial Statements:
Consolidated Balance Sheets at December 31, 1999 and June 30, 1999 3
Consolidated Statements of Operations - Six months and three months ended 4
December 31, 1999 and 1998
Consolidated Statements of Cash Flows - Six months ended December 31, 1999 5
and 1998
Notes to Consolidated Financial Statements 6-8
Item 2. Management's Discussion and Analysis of Financial Condition and 8-14
Results of Operations
Item 3. Quantitative and Qualitative Disclosures about Market Risk 15
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders 16
Item 6. Exhibits and Reports on Form 8-K 16
2
TRIMARK HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
-----------------------------------------
(Dollars in Thousands, Except Share Data)
December 31, June 30,
ASSETS 1999 1999
----------- ----------
(Unaudited)
Cash and cash equivalents $ 787 $ 2,121
Accounts receivable, less allowances of
$9,603 and $5,352, respectively 17,001 20,231
Film costs, net (Note 2) 49,091 49,230
Deferred marketing costs 1,292 1,518
Inventories, net 2,778 1,552
Equity investments 1,298 6,036
Property and equipment at cost, less accumulated
depreciation of $3,098 and $2,872,respectively 444 565
Due from officers 779 792
Other assets 876 1,233
----------- ----------
$ 74,346 $ 83,278
=========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Revolving line of credit $ 38,500 $ 48,330
Accounts payable and accrued expenses 7,952 5,710
Minimum guarantees and royalties payable 9,442 12,204
Deferred income 726 889
Income taxes payable 49 64
----------- ----------
Total liabilities 56,669 67,197
----------- ----------
Minority interest (19) --
----------- ----------
Stockholders' equity:
Common stock, $.001 par value. Authorized
20,000,000 shares; 5,570,092 shares issued
at September 30, 1999 and June 30, 1999 6 6
Additional paid in capital 18,617 18,617
Preferred stock, $.01 par value. Authorized
2,000,000 shares; no shares issued and
Outstanding -- --
Retained earnings 2,487 (1,180)
Accumulated Comprehensive income 1,049 3,101
Less treasury shares, at cost - 965,415 shares (4,463) (4,463)
----------- ----------
Stockholders' equity 17,696 16,081
----------- ----------
$ 74,346 $ 83,278
=========== ==========
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3
TRIMARK HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------------------
(Dollars in Thousands, Except earnings Per Share)
Six Months Ended Three Months Ended
December 31, December 31,
-------------------------- --------------------------
1999 1998 1999 1998
---------- ---------- ---------- ---------
(Unaudited)
Net revenues $ 41,281 $ 46,281 $ 20,719 $ 26,902
Film costs and distribution expenses 32,465 37,288 17,019 22,045
---------- --------- ---------- ---------
Gross Profit 8,816 8,993 3,700 4,857
---------- --------- ---------- ---------
Operating expenses:
Selling 3,368 3,688 1,680 1,805
General and administrative 2,764 2,672 1,522 1,503
Bad debt 355 (341) 134 143
---------- --------- ---------- ---------
6,487 6,019 3,336 3,451
---------- --------- ---------- ---------
Operating earnings 2,329 2,974 364 1,406
Other (income) expenses:
Interest expense 1,645 2,152 731 1,042
Interest and investment income (2,925) (17) (744) (2)
Minority interest (19) -- (19) --
---------- --------- ---------- ---------
(1,299) 2,135 (32) 1,040
---------- --------- ---------- ---------
Earnings before income taxes 3,628 839 396 366
Income taxes (Note 5) (38) (240) (31) --
---------- --------- ---------- ---------
Net earnings $ 3,666 $ 1,079 $ 427 $ 366
---------- --------- ---------- ---------
Other comprehensive income, net of tax (2,051) -- 469 --
---------- --------- ---------- ---------
Comprehensive income 1,615 1,079 896 366
========== ========= ========== =========
Weighted average number of common shares
basic and fully diluted (Note 6) 4,605 4,169 4,605 4,169
========== ========= ========== =========
Net earnings per common share
basic and fully diluted (Note 6) $ 0.80 $ 0.26 $ 0.09 $ 0.09
========== ========= ========== =========
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4
TRIMARK HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
(Dollars in Thousands)
Six Months Ended
December 31,
1999 1998
----------- -----------
(Unaudited)
Operating activities:
Net earnings $ 3,666 $ 1,079
Adjustments to reconcile net earnings to
Net cash used by operating activities:
Film amortization 19,250 22,696
Depreciation and other amortization 226 213
Provision for returns and bad debt 4,251 238
Provision for inventory obsolescence (548) --
Change in operating assets and liabilities:
Increase in accounts receivable (1,021) (8,607)
Additions to film costs (19,111) (21,158)
Decrease in deferred marketing costs 226 850
(Increase) decrease in inventories (678) 911
Decrease in notes receivable
From officers 13 --
Decrease in other assets 357 58
Increase (decrease) in accounts payable and
accrued expenses 2,242 (1,765)
(Decrease) increase in minimum guarantees and
royalties payable (2,762) 2,908
(Decrease) increase in income taxes payable (15) 6
Decrease in deferred income (163) (636)
Decrease in minority interest (19) --
---------- ---------
Net cash provided (used) by operating activities 5,914 (3,207)
---------- ---------
Investing activities:
Acquisition of property and equipment (105) (120)
Sale of equity investments at cost 2,687 --
---------- ---------
Net cash provided (used) by investing activities 2,582 (120)
---------- ---------
Financing activities:
Net (decrease) increase in revolving line of credit (9,830) 2,440
Purchase of treasury stock -- (33)
---------- ---------
Net cash (used) provided by financing activities (9,830) 2,407
---------- ---------
Decrease in cash and cash equivalents (1,334) (920)
Cash and cash equivalents at beginning of period 2,121 1,159
---------- ---------
Cash and cash equivalents at end of period $ 787 $ 239
========== =========
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5
TRIMARK HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - THE COMPANY:
The consolidated financial statements of Trimark Holdings, Inc. and subsidiaries
(the "Company") have been prepared in accordance with generally accepted
accounting principles for interim financial information. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. The accompanying
financial statements should be read in conjunction with the more detailed
financial statements and related footnotes filed with the Form 10-K for the year
ended June 30, 1999. Significant accounting policies used by the Company are
summarized in Note 2 to the June 30, 1999 financial statements.
In the opinion of management, all adjustments required for a fair
presentation of the financial position as of December 31, 1999 and the
results of operations and cash flows for the periods ended December 31, 1999
and December 31, 1998 have been made and all adjustments were of a normal and
recurring nature. Operating results for the six and three month period are
not necessarily indicative of the operating results for the fiscal year.
During the six month period ended December 31, 1999, Trimark Holdings, Inc.
organized a majority owned subsidiary called CinemaNow, Inc. CinemaNow, Inc.
connects independent film watchers with independent filmmakers through the
business of streaming theatrical and short films over the internet while
providing comprehensive virtual studio resources to independent filmmakers.
6
NOTE 2 - FILM COSTS:
Film costs, net of amortization, consist of the following:
December 31, June 30,
1999 1999
------------- -------------
(in thousands)
Released $ 32,145 $ 36,352
Completed not released 4,435 3,938
In process and development 12,511 8,940
------------- -------------
$ 49,091 $ 49,230
============= =============
NOTE 3 - COMMITMENTS & CONTINGENCIES:
The Company has entered into certain agreements, which provide for royalty
advances and promotional and advertising commitments totaling $8.3 million. If
the conditions to these agreements are not met by the licensors, the Company may
withdraw from the arrangements. These commitments extend to September 2000.
NOTE 4 - SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the six month period for:
December 31,
1999 1998
------------- -------------
(in thousands)
Interest $1,789 $2,421
Income taxes 40 131
NOTE 5 - INCOME TAXES
The $240,000 tax benefit represents a tax receivable from a prior year return
recognized in the fiscal year ended June 30, 1999.
7
NOTE 6 - NET EARNINGS PER COMMON SHARE:
Basic earnings per common share amounts are based on the weighted average number
of common shares outstanding during the respective periods. Diluted earnings per
common share amounts are based on the weighted average common shares outstanding
during the period and shares assumed issued upon conversion of stock options
when the effect of such conversions would have been dilutive to net earnings.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
NET REVENUES:
Six months ended Three months ended
December 31, December 31,
------------------------------- -------------------------------
1999 1998 1999 1998
-------------- --------------- --------------- --------------
(in thousands)
Domestic:
Home video distribution $28,521 $29,024 $14,831 $15,380
Theatrical distribution 799 721 (41) 180
Television distribution 4,920 6,732 2,301 5,460
Foreign:
All media 7,041 9,804 3,628 5,882
-------------- --------------- --------------- --------------
$41,281 $46,281 $20,719 $26,902
-------------- --------------- --------------- --------------
Net revenue for the six month and three month period ended December 31, 1999
decreased $5 million or 11% and $6.2 million or 23% respectively, compared with
the same periods in fiscal year 1999. The decrease for the six month period was
primarily due to decreases in net revenue from the home video, television and
foreign markets of $503,000, $1.8 million and $2.8 million respectively. The
modest decrease in home video revenue was due to the minimum guarantee advance
of revenue share receipts from Blockbuster for the film "The Curve," during the
six months ended December 31, 1998. There was no such advance during the same
period for fiscal year 2000. The decrease in television revenue was due to the
availability of the wide theatrical release "Star Kid" and the highly successful
theatrical release "Eve's Bayou" during the six month period ended December 31,
1998. In contrast, "Meet Wally Sparks" was the only wide theatrical release film
available in the television market
8
during the same period in fiscal year 2000. The decrease in foreign revenue
resulted from the initial release of six films in the foreign market along
with the initial release of "Eve's Bayou" in major international territories
during the six months ended December 31, 1998. In contrast, during the same
period in fiscal year 2000, only three films were initially released into the
international market.
The decrease in net revenue for the quarter ended December 31, 1999 was due
primarily to decreases in net revenue from the home video, television and
foreign markets of $549,000, $3.2 million and $2.3 million respectively. The
decrease in the home video revenue was primarily a result of the Blockbuster
advance for "The Curve," during the quarter ended December 31, 1998. No such
advance occurred during the same period in fiscal 2000. However, a 200%
increase in home video sell through market sales over the same period in the
prior fiscal year made up much of the difference in home video revenue. The
decrease in television revenue was primarily due to the availability of the
wide theatrical release films "Star Kid" and "Eve's Bayou" during the quarter
ended December 31, 1998. There were no comparable releases during the same
period in fiscal year 2000. The decrease in foreign distribution was
primarily due to the availability of "Eve's Bayou" in major foreign
territories during the quarter ended December 31, 1998; in contrast, there
was no comparable release during the same period in fiscal year 2000.
The Company continues to focus its resources on producing and acquiring films
with specialized theatrical potential and the made for television market and
the home video sell through market. See "Liquidity and Capital Resources."
The Company anticipates that the domestic home video rental market will
continue to be extremely competitive.
GROSS PROFIT: Gross profit as a percentage of net revenues for the six month
period ended December 31, 1999 and 1998 was 21% and 19% respectively, and for
the quarters ended December 31, 1999 and 1998 was 18%.
The increase in gross profit for the six month period was primarily due to
the sale of product which require less capital expenditure and carry higher
profit margins. In contrast, during the same
9
period in fiscal year 1999, two films with no profit margins, "Star Kid" and
"Chairman of the Board", were released in the video market.
SELLING EXPENSES: Selling expenses as a percentage of net revenues for the
six months ended December 31, 1999 and 1998 were 8%. For the three months
ended December 31, 1999 selling expenses decreased $125,000 or 7% compared
with the same period in fiscal 1999. Selling expenses during the most
recently completed quarter included $89,000 in expenses from the newly
formed company, CinemaNow, Inc.
GENERAL AND ADMINISTRATIVE EXPENSES: For the six months ended December 31,
1999 general and administrative expenses increased $92,000 or 3% compared
with the same period in fiscal 1999. Approximately 56% of the increase is due
to the start up costs associated with CinemaNow, Inc.
BAD DEBT EXPENSE: Bad debt expense for the six months ended December 31, 1999
increased $696,000 or 204% compared with the same period in fiscal 1999. Bad
debt expense primarily represents reserves taken against domestic video and
foreign sales. The increase was partially due to $355,000 in collections
during fiscal 1999 on past due video receipts which were previously reserved
for during the prior year. In addition, the reserve was increased due to a
number of international customers' accounts going into arbitration.
INTEREST EXPENSE: Interest expense for the six month period ended December
31, 1999 decreased $507,000 or 24%. Interest expense for the quarter ended
December 31, 1999 decreased $311,000 or 30% compared with the same period in
fiscal 1999. The decrease in interest expense during fiscal 2000 was
primarily due to a lower average borrowing level from the same period in
fiscal 1999. As of December 31, 1999, there was $38.5 million outstanding
under the credit facility as opposed to $59.7 million on December 31, 1998.
The Company expects to use excess cash flow generated by theatrical and
library product to decrease current debt levels. See "Liquidity and Capital
Resources."
INTEREST AND INVESTMENT INCOME: Interest and investment income for the six
months ended December 31, 1999 increased $2.9 million as a result of the sale
of 32,411 shares of Yahoo!, Inc. Interest and investment income increased
$742,000 during the second quarter of fiscal year 2000 as 3,000 shares of
Yahoo!, Inc. were sold during the period.
10
NET EARNINGS: The Company's net earnings for the six months ended December 31,
1999 increased $2.6 million or 240% compared with the same period in fiscal
1999. The net earnings for the three months ended December 31, 1999 increased
$61,000 or 17% compared with the same period in fiscal 1999. The increase for
the six month period was primarily attributable to the sale of Yahoo!, Inc.
shares along with the reduction in interest expense offset by the increase in
bad debt.
OTHER COMPREHENSIVE INCOME: The comprehensive income reported during the period
ending December 31, 1999 is a result of the realized and unrealized gain in
Yahoo!, Inc. shares resulting from the sale of the stock during the period and
change in per share price at December 31, 1999.
Six Months Ended
December 31, 1999
------------------------
Unrealized Holding Gains Arising During Period $ 812,000
Less: Reclassification adjustment for gains
included in net income (2,439,000)
Reversal of unrealized gain (424,000)
------------------------
Other Comprehensive Income, Net of Tax (2,051,000)
Accumulated Comprehensive Income @ 6/30/99 3,101,000
------------------------
Accumulated Comprehensive Income @ 12/31/99 $ 1,049,000
========================
11
LIQUIDITY AND CAPITAL RESOURCES
The Company relies on cash generated by operations and borrowings under its
credit facility to finance its operations. The Company's cash flows from
operating, investing and financing activities for the six months ended December
31, 1999 and 1998 were as follows:
Six Months Ended
December 31,
-------------------------------------
1999 1998
---------------- ------------------
(in thousands)
Net cash provided (used) by operating activities $ 5,914 ($ 3,207)
Net cash provided (used) by investing activities 2,582 (120)
Net cash (used) provided by financing activities (9,830) 2,407
Cash provided by operations increased by $9.1 million for the six month
period ended December 31, 1999 compared to the same period in fiscal 1999
principally as the result of a $2.6 million increase in net profits, a $7.6
million decrease in the change in accounts receivable, and a $4 million
increase in the change in accounts payable. The increase was partially offset
by a $5.7 million decrease in the change in minimum guarantees and royalties
payable. The $19.1 million addition to film costs was primarily used for the
production and acquisition of new product with approximately $2.8 million
used for prints and advertising costs on the specialized theatrical releases
of "Twice Upon a Yesterday," "Better Than Chocolate," "Romance" and "Joe the
King."
Investing activities for the six months ended December 31, 1999 consisted of
the sale of Yahoo!, Inc. stock. Investing activities for fiscal 1999
primarily consisted of expenditures on production equipment improvements.
Financing activities, consisting primarily of borrowings and repayments under
the Company's credit facility, decreased $12.2 million in the six months
ended December 30, 1999 as compared to the six months ended December 31,
1998. The decrease was primarily the result of the increase in operating cash
flows and investing activities. The Company's cash requirements vary in part
with the size and timing of production advances and minimum guarantee
payments along with the timing of its theatrical, home video, television and
international releases. The combination of steady sales growth in sell
through video product along with lower investments in prints and advertising
costs and the sale of equity investments has led to the continued reduction
in the overall debt balance.
12
On December 20, 1996, the Company's principal operating subsidiaries, Trimark
Pictures, Inc. and Trimark Television, Inc., entered into a $75 million
revolving credit facility with a consortium of banks agented and arranged by
The Chase Manhattan Bank which replaced a $25 million revolving credit
facility with Bank of America NT & SA and Westdeustche Landesbank. The credit
facility expires December 19, 2000. Under the credit agreement, the Company
may borrow for various corporate purposes provided that the aggregate
borrowings do not exceed the Borrowing Base which is derived from specified
percentages of approved accounts receivable and film library. The credit
agreement is guaranteed by the Company and certain of its subsidiaries and is
secured by substantially all of the assets of the Company and its significant
subsidiaries. Loans outstanding under the credit facility bear interest at
the rate of 1.5% above Chase Manhattan's prime rate or 2.5% above Chase
Manhattan's London Interbank Market for Eurodollars for the loan term
specified. An unused commitment fee is payable on the average unused
availability under the credit facility, at the rate of 0.3725% per annum. As
of December 31, 1999 there was $38.5 million outstanding under the credit
facility. The Company expects to use excess cash flow generated by theatrical
and library product to decrease current borrowing levels. The credit
agreement contains various financial and other covenants to which the Company
must adhere. These covenants, among other things, require the maintenance of
minimum net worth and various financial ratios which are reported to the bank
on a quarterly basis and include limitations on additional indebtedness,
liens, investments, disposition of assets, guarantees, affiliate transactions
and the use of proceeds. In relation to the release schedule described below,
the Company amended the current credit agreement as of December 31, 1998 and
September 27, 1999. The amended agreement provides for less stringent minimum
net worth ratios and minimum equity requirements. In consideration for the
adjustment of these ratios and minimum equity requirement, the amended credit
facility reduces the borrowing limits over the remaining life of the credit
facility. For the year ended June 30, 1999, the amended borrowing limit was
reduced to $60 million. By January 31, 2000, the borrowing limit is reduced
to $50 million and by June 30, 2000 is reduced to $40 million. The amendments
to the debt covenants and borrowing limits were structured to incorporate the
Company's overall strategy and presently planned productions, acquisitions,
distribution and overhead expenditures. The Company is in compliance with all
debt covenants as of December 31, 1999.
13
The Company's ability to maintain availability under its Credit Facility is
primarily dependent upon the timing of collections on existing sales during
the next twelve months and the amount and timing of collection on anticipated
sales of the Company's current library and films which the Company plans to
release or make available over the next twelve months. Management believes
the existing capital, cash flow from operations and availability under the
Company's amended Credit Facility will be sufficient to enable the Company to
fund its planned productions, acquisitions, distribution and overhead
expenditures for the next twelve months.
In the domestic specialized theatrical market the Company plans to release
six to eight motion pictures in fiscal 2000 (of which three were released in
the first six months of fiscal 2000). Furthermore, the Company plans to
release approximately thirty-five motion pictures into the domestic home
video rental market (of which eighteen were released in the first six months
of fiscal 2000) and to continue to expand distribution in the sell through
market. The Company intends to sell three to four films and "movies of the
week" which will premier on major cable networks or broadcast stations. Also
in fiscal 2000, the Company plans to release approximately eight to ten motion
pictures initially into international distribution (of which three were
released in the first six months of the fiscal year).
Technicolor Videocassette, Inc. currently serves as the Company's video
cassette duplicator and fulfillment contractor. Technicolor Videocassette,
Inc. has a general lien on all of the Company's materials and products in its
possession.
IMPACT OF YEAR 2000. No material financial losses were attributed or are
expected in relation to the year 2000 processing issues of time sensitive
information by computerized information systems.
14
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Except for the historical information contained herein, the matters discussed
in "Management's Discussion and Analysis of Financial Condition and Results
of Operations" are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievement of the
Company, or industry results, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, the
following: Changes in public tastes, industry trends and demographic changes,
which may influence the distribution and exhibition of films in certain
areas; public reaction to and acceptance of the Company's video, theatrical
and television product, which will impact the Company's revenues;
competition, including competition from major motion picture studios, which
may affect the Company's ability to generate revenues; reliance on management
and key personnel; consolidation in the retail video industry; whether the
Company's current strategy which includes theatrical releases of only
specialized films and production and acquisition of made for television
product is successful; new methods of distributing motion pictures; and other
factors referenced in this Form 10-Q and the Company's other filings with the
Securities and Exchange Commission.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company does not consider that the potential loss of future earnings
which could be caused by interest rate volatility would have a material
impact on its financial position.
15
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The 1999 annual meeting of stockholders of the Company occurred on November
17, 1999. The following matters were voted upon at the meeting: the election
as directors of the Company of each of Mark Amin, Gordon Stulberg, Matthew H.
Saver, Tofigh Shirazi and Peter Dekom; the resolutions relating to the
approval of the 1999 Stock Option Plan and the 1999 Director's Option Plan;
and the ratification of the appointment of PricewaterhouseCoopers LLP as
independent accountants of the Company. The results of the voting were as
follows:
BROKER
MATTER VOTED VOTES FOR VOTES AGAINST ABSTAINED NON-VOTES
- ------------------------------------------------------------------------------------------------------------------------
Election of Mark Amin 4,566,368 110,750 -- --
Election of Gordon Stulberg 4,566,368 110,750 -- --
Election of Matthew H. Saver 4,566,368 110,750 -- --
Election of Tofigh Shirazi 4,566,368 110,750 -- --
Election of Peter J. Dekom 4,566,368 110,750 -- --
1999 Stock Option Plan 2,551,278 186,392 2,530 1,937,098
1999 Directors' Option Plan 2,549,808 187,392 2,820 1,937,098
Ratification of PricewaterhouseCoopers LLP 1,395,985 -- -- 1,937,098
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit No Description
- ---------- -----------------------------------------------------
10.110 Amendment No. 5 to the Credit, Security, Guaranty and
Pledge Agreement, dated December 20, 1999, by and
between the Registrant's principal operating subsidiaries,
Trimark Pictures, Inc. and Trimark Television, Inc.,
and The Chase Manhattan Bank, as Administrative Agent
and Fronting Bank.
10.111 Standard Office Lease - Dated May 5, 1999, by and between
Trimark Pictures, Inc., a California corporation and TIAA
Realty, Inc., a Delaware corporation.
27 Financial Data Schedule.
(b) Reports on Form 8-K:
None.
16
PART II. OTHER INFORMATION (CONTINUED)
17
SIGNATURES
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.
TRIMARK HOLDINGS, INC.
By: /s/ Jeff Gonzalez
--------------------------------
Jeff Gonzalez
Chief Financial Officer
(Principal Financial
Officer and authorized to sign
on behalf of the Registrant)
Date: February 14, 2000
--------------------
18
INDEX TO EXHIBITS
Exhibit No Description Method of Filing
- ---------- ------------------------------------------------------ ----------------
10.110 Amendment No. 5 to the Credit, Security, Guaranty and filed herewith
Pledge Agreement, dated December 20, 1999, by and electronically
between the Registrant's principal operating
subsidiaries, Trimark Pictures, Inc. and Trimark
Television, Inc., and The Chase Manhattan Bank, as
Administrative Agent and Fronting Bank.
10.111 Standard Office Lease - Dated May 5, 1999, by and filed herewith
between Trimark Pictures, Inc., a California electronically
corporation and TIAA Realty, Inc., a Delaware
corporation.
27 Financial Data Schedule. filed herewith
electronically
19