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EX-99.1 - EX-99.1 - RHI Entertainment, Inc. | y04697exv99w1.htm |
EX-99.2 - EX-99.2 - RHI Entertainment, Inc. | y04697exv99w2.htm |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 22, 2011
RHI ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
DELAWARE | 001-34102 | 36-4614616 | ||
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification No.) |
1325 Avenue of Americas, 21st Floor, New York, NY |
10019 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code (212) 977-9001
N/A
(Former name or former address, if changed since last report.)
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 7.01. Regulation FD Disclosure. | ||||||||
Item 9.01. Financial Statements and Exhibits | ||||||||
INDEX TO EXHIBITS | ||||||||
EX-99.1 | ||||||||
EX-99.2 |
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Item 7.01. Regulation FD Disclosure.
As previously disclosed, on December 10, 2010, RHI Entertainment, Inc. (the Company) and
certain of its direct and indirect subsidiaries (collectively, the Debtors) filed voluntary
petitions for relief under Chapter 11 of Title 11 of the United States Code (the Bankruptcy Code)
in the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy
Court, and the filing therein, the Chapter 11 Filing). The Chapter 11 cases are being jointly
administered under the caption In re RHI Entertainment, Inc., et. al. Case No. 10-16536.
On February 22, 2011, the Debtors filed their monthly operating report for the period from
December 10, 2010 to January 31, 2011 (the First Monthly Operating Report) with the Bankruptcy
Court. The First Monthly Operating Report is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
On March 22, 2011, the Debtors filed their monthly operating report for the period from
February 1, 2011 to February 28, 2011 (the Second Monthly Operating Report and together with the
First Monthly Operating Report, the Monthly Operating Reports) with the Bankruptcy Court. The
Second Monthly Operating Report is attached hereto as Exhibit 99.2 and is incorporated herein by
reference.
Limitation on Incorporation by Reference
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01
shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall
such information be deemed incorporated by reference in any filing under the Securities Act of
1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Cautionary Statements Regarding Financial and Operating Data
The Company cautions investors not to place undue reliance upon the information contained in
the Monthly Operating Reports, as they were not prepared for the purpose of providing the basis for
an investment decision relating to any of the securities of the Company. As previously disclosed,
the Company expects that its current equityholders will have no continuing interest in the assets
and operations of the Company upon the Companys emergence from bankruptcy. The Monthly Operating
Reports were not audited or reviewed by independent accountants, will not be subject to audit or
review by the Companys external auditors at any time in the future, are in a format consistent
with applicable bankruptcy laws, and are subject to future adjustment and reconciliation. There can
be no assurances that, from the perspective of an investor or potential investor in the Companys
securities, the Monthly Operating Reports are accurate or complete. The Monthly Operating Reports
also contain information for periods which are shorter or otherwise different from those required
in the Companys reports pursuant to the Exchange Act, and such information might not be indicative
of the Companys financial condition or operating results for the period that would be reflected in
the Companys financial statements or in its reports pursuant to the Exchange Act. Results set
forth in the Monthly Operating Reports should not be viewed as indicative of future results.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K, Exhibit 99.1 and Exhibit 99.2 contain forward-looking
statements within the meaning of the federal securities laws. Statements regarding future events
and developments and the Debtors future performance, as well as managements expectations,
beliefs, plans, estimates, or projections related to the future, are forward-looking statements
within the meaning of these laws. These forward-looking statements include and may be indicated by
words or phrases such as may, anticipate, estimate, plans, expects, projects, should,
believes, or intends and similar words and phrases.
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All forward-looking statements, as well as the Debtors business and strategic initiatives,
are subject to risks and uncertainties that could cause actual results to differ materially from
expected results. Management believes that these forward-looking statements are reasonable.
However, you should not place undue reliance on such statements. These statements are based on
current expectations and speak only as of the date of such statements. The Debtors undertake no
obligation to publicly update or revise any forward-looking statement, whether as a result of
future events, new information or otherwise. Additional information concerning the risks and
uncertainties that you may wish to consider are contained in Part VIII of the Debtors Disclosure
Statement and in the section entitled Risk Factors in the Companys Annual Report on Form 10-K
for the fiscal year ended December 31, 2009 filed with the Securities and Exchange Commission on
March 26, 2010. The Disclosure Statement is available on the public website of the bankruptcy
administration agent at http://www.loganandco.com, under case RHI Entertainment. The information on
the bankruptcy administration agent website is not incorporated by reference in this Current Report
on Form 8-K.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
99.1
|
Monthly Operating Report for the period from December 10, 2010 to January 31, 2011 | |
99.2
|
Monthly Operating Report for the period from February 1, 2011 to February 28, 2011 |
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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 hereunto duly authorized.
RHI ENTERTAINMENT, INC. (Registrant) |
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Date: March 30, 2011 | By: | /s/ Henry S. Hoberman | ||
Name: | Henry S. Hoberman | |||
Title: | Executive Vice President, General Counsel & Secretary |
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