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Technology Stocks : HOLL -- Ignore unavailable to you. Want to Upgrade?

To: Candle stick who wrote (69)	1/20/1999 2:41:00 PM
From: Kip518	Respond to of 126

January 20, 1999 14:30 BIG ENTERTAINMENT INC rpts important event, financial statements & exhibits. Excerpted from 8-K filed on 01/20 by BIG ENTERTAINMENT INC: BIG ENTERTAINMENT INC rpts important event, financial statements & exhibits. ITEM 5. OTHER EVENTS The registrant entered into an Agreement and Plan of Merger dated as of January 10, 1999 (the "Merger Agreement") with The Times Mirror Company, a Delaware corporation ("Times Mirror"), Hollywood Online Inc., a California corporation and a wholly owned subsidiary of Times Mirror ("HOL"), and Big Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the registrant ("Sub"). Pursuant to the Merger Agreement, Sub will merge with and into HOL and the registrant will issue to Times Mirror, in exchange for all of HOL's outstanding shares of common stock (which are held by Times Mirror), $31 million of shares of the registrant's common stock, par value $.01 per share. The number of shares of the registrant's common stock will be determined by dividing $31 million by the mean of (1)the average of the closing bid prices of the registrant's common stock on the NASDAQ SmallCap Market for the fifteen trading days ended January 6, 1999 (which was $12.98 per share) and (2) the average of the closing bid prices of the registrant's common stock on the NASDAQ SmallCap Market for the fifteen trading days beginning January 14, 1999. Simultaneous with the execution of the Merger Agreement, each of Mitchell Rubenstein, Laurie S. Silvers, Martin H. Greenberg and Tekno Simon, LLC signed a voting agreement (the "Voting Agreement") separately agreeing to vote their shares of the registrant's common stock in favor of the registrant's issuance of its common stock to Times Mirror pursuant to the Merger (if a shareholder vote is required by NASDAQ rules and regulations). Such shareholders collectively owned approximately 30% of the outstanding shares of the registrant's common stock as of January 10, 1999 (the date of the Voting Agreement). Reference is made to the Merger Agreement (including the Voting Agreement attached as Exhibit D thereto) and the press release dated January 11, 1999 issued by the registrant which are attached as Exhibits 2 and 99, respectively, and are incorporated herein by reference.