Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
2.1 Merger Agreement dated December 20, 1995, by and among Metromedia
International Group, Inc., Alliance Merger Corp. and the Registrant.
(Incorporated by reference from Exhibit 1 filed in the Registrant's
Form 8-K
dated December 21, 1995 (File No. 1-13054).)
2.2 Termination and Release Agreement dated April 29, 1996.
(Incorporated by reference from Exhibit 1 filed in the Registrant's
Form 8-K dated April 29, 1996 (File No 1-13054).)
3.1 Certificate of Incorporation, as amended. (Incorporated by
reference from Exhibit 3.1 filed in the Registrant's Amendment No. 1
to Registration Statement on Form S-4 filed September 22, 1995
(Registration No. 33-95386).)
3.2 Revised and Restated By-Laws.*
3.3 Certificate of Designations.*
4.1 Restated Stockholders' Agreement dated as of November 30, 1993.
(Incorporated by reference from Exhibit 4.1 filed in the Registrant's
Registration Statement on Form S-3 dated September 22, 1995
(Registration No. 33-97280).)
4.2 Amendment to Restated Stockholders' Agreement dated as of May 18,
1995. (Incorporated by reference from Exhibit 4.2 filed in the
Registrant's Registration Statement on Form S-3 dated September 22,
1995 (Registration No.
33-97280).)
*Filed Herewith
24
4.3 Indenture dated July 25, 1995, among the Company, the Subsidiary
Guarantors and Bankers Trust Company, as trustee. (Incorporated by
reference from Exhibit 4.1 filed in the Registrant's Registration
Statement on Form S-4 filed August 3, 1995 (Registration No. 33-
95386).)
4.4 First Supplemental Indenture dated July 26, 1995, among the
Company, the Subsidiary Guarantors and Bankers Trust Company, as
trustee. (Incorporated by reference from Exhibit 4.2 filed in the
Registrant's Amendment No. 1 to Registration Statement on Form S-4
filed September 22, 1995 (Registration No. 33-95386).)
4.5 Registration Rights Agreement dated July 25, 1995, among the
Company, the Subsidiary Guarantors and the Initial Purchasers.
(Incorporated by reference from exhibit 4.3 filed in the Registrant's
Registration Statement on Form S-4 filed August 3, 1995 (Registration
No. 33-95386).)
4.6 Purchase Agreement dated July 18, 1995, among the Company, the
Guarantors and the Initial Purchasers. (Incorporated by reference from
Exhibit 4.4 filed in the Registrant's Registration Statement on Form
S-4 filed August 3, 1995 (Registration No. 33-95386).)
4.7 Second Supplemental Indenture dated September 6, 1995, among the
Company, the Subsidiary Guarantors and Bankers Trust Company, as
trustee. (Incorporated by reference from Exhibit 4.5 filed in the
Registrant's Amendment No. 1 to Registration Statement on Form S-4
filed September 22, 1995 (Registration No. 33-95386).)
4.8 Purchase Agreement made as of May 18, 1995, between AEC Americas
Inc. and Bain Capital Fund IV L.P., Bain Capital Fund IV-B L.P., BCIP
Associates and BCIP Trust Associates, L.P. (Incorporated by reference
from Exhibit 4.5 filed in the Registrant's Form 10-Q for the period
ended June 30, 1995 (File No. 1-13054).)
4.9 Parent Covenant Agreement dated as of May 18, 1995, by and between
Alliance Entertainment Corp., AEC Americas, Inc. and Bain Capital Fund
IV L.P., Bain Capital Fund IV-B L.P., BCIP Associates and BCIP Trust
Associates, L.P. (Incorporated by reference from Exhibit 4.6 filed in
the Registrant's Form 10-Q for the period ended June 30, 1995 (File No
1-13054).)
4.10 Third Supplemental Indenture dated February 26, 1996, among the
Company, the Subsidiary Guarantors and Bankers Trust Company as
Trustee. (Incorporated by reference from Exhibit 4.10 filed in the
Registrant's Form 10-Q for the period ended March 31, 1996 (File No
1-13054).)
4.11 Preferred Stock Purchase Agreement dated July 16, 1996, between
the Company, BT Capital Partners, Inc. and BCI Growth IV, L.P.
(Incorporated by reference from Exhibit 4.11 filed in the Registrant's
Form 8-K dated July 16, 1996. (File No. 1-13054).)
*Filed Herewith
25
4.12 Voting Agreement dated as of August 15, 1996, among Joe Bianco,
John Friedman, Peter Kaufmann, Elliot Newman, Robert Marx, Alvin
Teller, Bain Capital Inc., BT Capital Partners Inc., U.S. Equity
Partners, L.P., U.S. Equity Partners (Offshore) L.P. and Wasserstein
& Co., Inc.*
10.1 Incentive Stock Option Plan for Executives of Jerry Bassin, Inc.
(Incorporated by reference from Exhibit 10.1 filed as a part of the
Proxy and Prospectus in connection with the Special Meeting held on
November 30, 1993 (File No. 33-68816).)
10.2 1992 Non-Qualified Stock Option Plan. (Incorporated by reference
from Exhibit 10.2 filed as part of the Proxy and Prospectus in
connection with the Special Meeting held on November 30, 1993 (File No.
33-68816).)
10.3 1993 Stock Option Plan. (Incorporated by reference from Exhibit
10.3 filed as part of the Proxy and Prospectus in connection with the
Special Meeting held on November 30, 1993 (File No. 33-68816).)
10.4 1993 Stock Option Incentive Plan. (Incorporated by reference from
Exhibit 10.4 filed as part of the Proxy and Prospectus in connection
with the Special Meeting held on November 30, 1993 (File No.
33-68816).)
10.5 Amended and Restated Employment Agreement dated as of August 15,
1996, between the Company and Joseph J. Bianco.*
10.6 Amended and Restated Employment Agreement dated as of August
15,1996, between the Company and Anil K. Narang.*
10.8 Amended and Restated Employment Agreement dated as of August 15,
1996, between the Company and Elliot B. Newman.*
10.10 Lease dated March 25, 1993, between Howard L. Bellowe and E.
James Judd (as Landlord) and Encore Distributors, Inc., relating to the
premises located at 2345 Delgany Street, Denver, Colorado.
(Incorporated by reference from Exhibit 10.11 filed as part of the
Proxy and Prospectus in connection with the Special Meeting held on
November 30, 1993 (File No. 33-68816).)
10.11 Lease dated November 30, 1992, between Harriet Shapiro and Jerry
Bassin, Inc., relating to the premises located at 15959 N.W. 15th
Avenue, Miami, Florida, as amended. (Incorporated by reference from
Exhibit 10.13 filed as part of the Proxy and Prospectus in connection
with the Special Meeting held on November 30, 1993 (File No.
33-68816).)
10.12 Stock Sale Agreement dated December 11, 1992, between R. Tobias
Knobel and the Registrant. (Incorporated by reference from Exhibit
10.20 filed as part of the Proxy and Prospectus in connection with the
Special Meeting held on November 30, 1993 (File No. 33-68816).)
*Filed Herewith
26
10.13 Merger Agreement dated August 11, 1993, among the Registrant, CD
Acquisition Corp., Titus Oaks Records, Inc., Alan Meltzer and Diana
Meltzer. (Incorporated by reference from Exhibit 10.21 filed as part
of the Proxy and Prospectus in connection with the Special Meeting held
on November 30, 1993 (File No. 33-68816).)
10.14 Engagement Letter dated October 29, 1992, between the Registrant
and Tucker Anthony Incorporated. (Incorporated by reference from
Exhibit 10.22 filed in the Registrant's Form 10-K for the year ended
December 31, 1993 (File No. 1-13054).)
10.15 Amendment of Stock Sale Agreement and Employment Agreement dated
as of September 30, 1993, between R. Tobias Knobel and the Registrant.
(Incorporated by reference from Exhibit 10.23 filed in the Registrant's
Form 10-K for the year ended December 31, 1993 (File No. 1-13054).)
10.16 Form of Employment Agreement dated as of March 14, 1994, between
the Registrant and Eric S. Weisman. (Incorporated by reference from
Exhibit 10.28 filed in the Registrant's Form 10-K for the year ended
December 31, 1993 (File No. 1-13054).)
10.17 Form of 1994 Long-Term Incentive and Share Award Plan.
(Incorporated by reference from Exhibit 10.29 filed in the Registrant's
Form 10-K for the year ended December 31, 1993 (File No. 1-13054).)
10.18 Form of Amendment to the 1994 Long-Term Incentive and Share Award
Plan. (Incorporated by reference from Exhibit 10.18 filed in the
Registrant's Form 10-K for the year ended December 31, 1995 (File No.
1-13054).)
10.19 Engagement Letter dated June 9, 1993, between the Registrant and
Paine Webber Incorporated. (Incorporated by reference from Exhibit
10.30 filed in the Registrant's Form 10-K for the year ended December
31, 1993 (File No. 1-13054).)
10.20 Engagement Letter dated May 27, 1993, between the Registrant and
Bear, Stearns & Co., Inc. (Incorporated by reference from Exhibit
10.31 filed in the Registrant's Form 10-K for the year ended December
31, 1993 (File No. 1-13054).)
10.21 Asset Purchase Agreement dated December 16, 1993, between the
Registrant and Nova Distributing Corp. (Incorporated by reference from
Exhibit 10.32 filed in the Registrant's Form 10-K for the year ended
December 31, 1993 (File No. 1-13054).)
10.22 Merger Agreement dated as of February 4, 1994, between the
Registrant and Airlie, Inc. (Incorporated by reference from Exhibit
10.35 filed in the Registrant's Form 8-K dated February 4, 1994 (File
No. 1-13054).)
10.24 Stock Purchase Agreement dated as of April 17, 1994, by and among
Alliance, Premier Artists Services and the shareholders thereof.
(Incorporated by reference from Exhibit 10.39 filed in the Registrant's
Form 8-K dated May 26, 1994 (File No. 1-13054).)
27
10.25 Offer Document dated July 28, 1994, from AEC Holdings (UK)
Limited to the Shareholders of Castle and press release issued in the
United Kingdom in connection therewith. (Incorporated by reference
from Exhibit 10.41 filed in the Registrant's Form 10-Q for the
quarterly period ended June 30, 1994 (File No. 1-13054).)
10.26 Lease between the Registrant and The Northwestern Mutual Life
Insurance Company dated January 12, 1995, relating to the premises
located at 15050 Shoemaker Avenue, Santa Fe Springs, California.
(Incorporated by reference from Exhibit 10.45 filed in the Registrant's
Form 10-K for the fiscal year ended December 31, 1994 (File No.
1-13054).)
10.27 Third Amended and Restated Credit Agreement and Guaranty dated as
of July 25, 1995, among the Company, the Guarantors, the Banks and The
Chase Manhattan Bank, N.A., as Agent. (Incorporated by reference from
Exhibit 10.50 filed in the Registrant's Registration Statement on Form
S-4 filed August 3, 1995 (Registration No. 33-95386).)
10.28 Merger Agreement dated as of September 1, 1995, relating to One
Way Records, Inc. (Incorporated by reference from Exhibit 10.51 filed
in the Registrant's Amendment No. 1 to Registration Statement on Form
S-4 filed September 22, 1995 (Registration No. 33-95386).)
10.29 Merger Agreement dated as of September 1, 1995, relating to Deja
Vu Music, Inc. (Incorporated by reference from Exhibit 10.52 filed in
the Registrant's Amendment No. 1 to Registration Statement on Form S-4
filed September 22, 1995 (Registration No. 33-95386).)
10.30 Management Consulting Agreement dated as of May 10, 1995, among
Alliance Entertainment Corp. and Bain Capital, Inc. (Incorporated by
reference from Exhibit 10.51 filed in the Registrant's Form 10-Q for
the period ended June 30, 1995 (File No. 1-13054).)
10.31 Merger Agreement by and between the Company, INDI Acquisition
Corp. and INDI Holdings, Inc., dated July 17, 1995. (Incorporated by
reference from Exhibit 2.3 filed in the Registrant's Form 10-Q for the
period ended June 30, 1995. (File No. 1-13054).)
10.32 Employment Agreement dated as of July 1, 1995, between the
Company and Christopher J. Joyce. (Incorporated by reference from
Exhibit 10.32 filed in the Registrant's Form 10-Q for the Quarter ended
March 31, 1996. (File No. 1-13054).)
10.33 Quota Purchase Agreement dated October 11, 1995, relating to the
acquisition of Distribuidora de Discos E Fitas Canta Brasil Ltda.
(Incorporated by reference from Exhibit filed in the Registrant's Form
10-Q for the Quarter ended March 31, 1996. (File No. 1-13054).)
10.34 Distribution Agreement dated June 21, 1996, between the Company
and EMI-Capitol Music Group. (Incorporated by reference from Exhibit 2
filed with the Registrant's Form 8-K dated June 21, 1996. (File No.
1-13054).)
10.35 Letter of Intent dated July 1, 1996 between the Company and
Matrix Software, Inc. (Incorporated by reference from Exhibit 10.35
filed with the Registrant's Form 10-Q for the period ended June 30,
1996 (File No. 1-13054).)
28
10.36 First Amendment to Third Amended and Restated Credit Agreement
and Guaranty dated as of September 30, 1995, among the Company, AEC
Holdings (UK) Limited, the Guarantors, the Banks and The Chase
Manhattan Bank, N.A., as Agent. (Incorporated by reference from
Exhibit 10.36 filed with the Registrant's Form 10-Q for the period
ended June 30, 1996 (File No. 1-13054).)
10.37 Second Amendment to Third Amended and Restated Credit Agreement
and Guaranty dated as of December 31, 1995, among the Company, AEC
Holdings (UK) Limited, Castle Communications Limited, the Guarantors,
the Banks and The Chase Manhattan Bank, N.A., as Agent. (Incorporated
by reference from Exhibit 10.37 filed with the Registrant's Form 10-Q
for the period ended June 30, 1996 (File No. 1-13054).)
10.38 Third Amendment to Third Amended and Restated Credit Agreement
and Guaranty dated as of June 30, 1996, among the Company, AEC Holdings
(UK) Limited, Castle Communication Limited, the Guarantors, the Banks
and The Chase Manhattan Bank, N.A., as Agent. (Incorporated by
reference from Exhibit 10.38 filed with the Registrant's Form 10-Q for
the period ended June 30, 1996 (File No. 1-13054).)
10.39 Stock Acquisition and Merger Agreement dated as of August 15,
1996, by and among the Company, Alvin N. Teller, Wasserstein & Co.
Inc., U.S. Equity Partners L.P. and others. (Incorporated by
reference from Exhibit 1 filed with the Registrant's Form 8-K dated
August 15, 1996. (File No. 1-13054).)
10.40 The 1994 Long Term Incentive and Share Award Plan. (Incorporated
by reference from the Registrant's Registration Statement on Form S-8
filed on June 10, 1994 - File No. 33-80134).
10.41 Amendment No. 1 to the 1994 Long Term Incentive and Share Award
Plan. (Incorporated by reference from the Registrant's Registration
Statement on Form S-8 filed on September 5, 1995 - File No. 33-96592.)
10.42 Employment Agreement dated as of August 15, 1996, between
Alliance Entertainment Corp. and Alvin N. Teller. *
10.43 Stock Option Agreement between Alliance Entertainment Corp. and
Alvin
N. Teller dated August 15, 1996. *
10.44 Engagement Letter Agreement among the Company and Wasserstein
Perella & Co., Inc. dated as of August 15, 1996.*
10.45 Right of First Refusal Agreement dated as of August 15, 1996, by
and among Alvin Teller and Joe Bianco and Anil Narang.*
*Filed Herewith
29
10.46 Fourth Amendment to Third Amended and Restated Credit Agreement
and Guaranty among the Company, AEC Holdings (UK) Limited, Castle
Communications Limited, The Guarantors, the Banks and The Chase
Manhattan Bank, N.A., as Agent.*
11.1 Statement Re: Computation of Earnings (Loss) per Share.
(Incorporated by reference from Exhibit 11.1 filed with the
Registrant's Form 10-K for the year ended December 31, 1995. (File No.
1-13054).)
27.1 Financial Data Schedule.*
(b) Reports on Form 8-K The Company reported under Item 5 on Form 8-K,
dated August 15, 1996, that it had entered into a Stock Acquisition and
Merger Agreement to acquire Red Ant L.L.C. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations - Recent Events - Acquisition of Red Ant L.L.C."
The Company reported under Item 5 on Form 8-K, dated August 27, 1996,
that it had consummated its acquisition of Red Ant. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations - Recent Events Acquisition of Red Ant L.L.C."
* Filed Herewith
Transmitted: 12/24/96 17:41 (ACDSI) |
