TYPE: 425
SEQUENCE: 1
DESCRIPTION: RULE 425 COMMUNICATIONS
Filer: Trimark Holdings, Inc.
Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant
to Rule 14a-12 under the Securities Exchange Act of 1934
Subject Company: Trimark Holdings, Inc.
Commission File No.: 0-18613
On September 21, 2000, Trimark Holdings, Inc. issued the following press
release:
FOR IMMEDIATE RELEASE TRIMARK PICTURES TOM J. EKMAN
JEFF GONZALEZ, CFO SITRICK AND CO.
(310) 314-2000 (310) 788-2850
TRIMARK HOLDINGS, INC. REPORTS 4TH QUARTER 2000 AND
YEAR END RESULTS
NET EARNINGS UP 133% FOR THE QUARTER AND 211% FOR THE YEAR
MARINA DEL REY, CA, September 21, 2000, --Trimark Holdings, Inc. (Nasdaq: TMRK)
reported today net earnings for the fourth quarter ended June 30, 2000 of
$868,000 or $.19 per share, an increase of $3,463,000 or 133% compared with a
net loss of $2,595,000 or $.60 per share for the same quarter in the prior year.
Net earnings for the fiscal year ended June 30, 2000 were $5,711,000 or $1.24
per share, an increase of $10,872,000 or 211% compared with a net loss of
$5,161,000 or $1.19 per share for the prior fiscal year. The substantial
increase in net earnings enabled the Company to reduce its outstanding debt
balance by 30%.
Mark Amin, Chairman & CEO, said, "This has been the most eventful year in
Trimark's 16 year history. After posting some of the most profitable quarters
in recent history, launching and developing our newest Internet enterprise,
CinemaNow, and signing a merger agreement with Lions Gate Entertainment
(AMEX:LGF), we are preparing to forge ahead into an exciting new era of our
business."
Net revenue was $28,490,000 for the three months ended June 30, 2000, an
increase of $2,617,000 or 10%, compared to $25,873,000 for the same period in
the prior fiscal year. The increase in net revenue was primarily due to the
theatrical release of "Held Up," starring Jamie Foxx, along with an increase in
foreign distribution revenue as the Company released five new productions into
the foreign market during the three month period. Net revenue for the fiscal
year ended June 30, 2000 was $95,534,000 compared to $92,143,000 for the prior
year.
Merger with Lions Gate Entertainment Corp.
Trimark's special meeting of stockholders is scheduled for October 12, 2000 to
vote upon its previously announced proposed merger with a wholly owned
subsidiary of Lions Gate Entertainment Corp. The record date for the meeting is
August 31, 2000. The Registration Statement on Form S-4 was declared effective
by the Securities and Exchange Commission on September 8, 2000, and distribution
to Trimark stockholders of printed proxy materials began on that date. An
electronic version of the proxy materials is accessible via the "EDGAR" system
of the Securities and Exchange Commission. Lions Gate's shareholder meeting is
scheduled for September 26, 2000.
Upcoming theatrical releases include "What's Cooking," starring Joan Chen,
Julianna Margulies, Mercedes Ruehl, Kyra Sedgwick and Alfre Woodard, which opens
in November, and "Songcatcher," starring Janet McTeer and Aidan Quinn, which
opens in December.
Trimark Home Video will continue building upon its strong sell-thru slate in the
4th quarter of 2000. Streeting in October are "Saturday Night Live: The Best of
Politics" and "Hercules in New York," starring Arnold Schwarzenegger and
featuring his real voice for the first time ever. November sell-thru releases
include the highly anticipated 3-tape set from the popular cartoon series
"Voltron," "Saturday Night Live: The Best of Tim Meadows" and "The World's Most
Amazing Videos Vol.3&4."
Upcoming rental releases include the successful theatrical release "The Last
September," "The Bogus Witch Project," starring Pauly Shore, "Eye of the
Killer," starring Kiefer Sutherland, "Prince of Central Park," starring Danny
Aiello, Harvey Keitel, Cathy Moriarity and Kathleen Turner, and "Uninvited
Guest," starring Mekhi Phifer, Mari Morrow, Malinda Williams, Mel Jackson and
Wanya Morris.
Trimark Holdings, Inc. is a broad-based entertainment company which produces,
acquires and distributes motion pictures both domestically and internationally
under the Trimark Pictures banner; licenses to the broadcast industry under the
Trimark Television
moniker; and distributes to the domestic home video market under the Trimark
Home Video label.
EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, CERTAIN MATTERS
DISCUSSED IN THIS NEWS RELEASE, INCLUDING THE COMPANY'S FUTURE OPERATING
RESULTS, ARE FORWARD-LOOKING STATEMENTS, WITHIN THE MEANING OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995, THAT INVOLVE RISKS AND UNCERTAINTIES.
SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES
AND OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE OR
ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS,
PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING
STATEMENTS. OTHER MATTERS, UNCERTAINTIES AND RISKS ARE DETAILED FROM TIME TO
TIME IN THE COMPANY'S SEC REPORTS, INCLUDING THE PROXY STATEMENT/PROSPECTUS
RELATING TO THE MERGER.
INVESTOR NOTICE: INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON FORM F-4 FILED
WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER, BECAUSE IT CONTAINS
IMPORTANT INFORMATION. The proxy statement/prospectus has been filed with the
Securities and Exchange Commission by Trimark and Lions Gate. Investors and
security holders may obtain a free copy of such filing and other documents filed
by Trimark and Lions Gate with the SEC at the SEC's website at www.sec.gov or
from the companies.
Trimark and its officers and directors may be deemed to be participants in the
solicitation of proxies from Trimark's stockholders with respect to the merger
and related transactions. Certain information regarding such officers and
directors is contained in the proxy statement/prospectus and is included in
Trimark's Proxy Statement for its 1999
Annual Meeting of Stockholders filed with the SEC on October 21, 1999. These
documents are available free of charge at the SEC's website (www.sec.gov) and
may be obtained for free from Trimark by directing a request to Trimark
Holdings, Inc., 4553 Glencoe Avenue, Suite 200, Marina del Rey, California
90292, Attention: Investor Relations, telephone (310) 314-2000.
TRIMARK HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
------------------------------------------------------
(Dollars in Thousands, Except Income (Loss) Per Share)
Year Ended
June 30,
---------------------
2000 1999
-------- --------
Net revenues $ 95,534 $ 92,143
Film costs and distribution expenses 75,625 81,188
-------- --------
Gross Profit 19,909 10,955
-------- --------
Operating expenses:
Selling 7,055 7,209
General and administrative 7,044 5,465
Bad debt 343 (288)
-------- --------
14,442 12,386
-------- --------
Operating income (loss) 5,467 (1,431)
Other (income) expenses:
Interest expense 2,639 3,849
Interest and investment income (3,026) (79)
Minority Interest (259) -
-------- --------
(646) 3,770
-------- --------
Income (loss) before income taxes 6,113 (5,201)
Income taxes 402 (40)
-------- --------
Net income (loss) $ 5,711 $ (5,161)
-------- --------
Weighted average number of common shares:
basic 4,623 4,341
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Fully diluted 4,647 4,341
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Net income (loss) per common share:
Basic $ 1.24 $ (1.19)
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Fully diluted $ 1.23 $ (1.19)
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