SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 2)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
FIRST LOOK MEDIA, INC.
(f/k/a Overseas Filmgroup, Inc.)
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(Name of Subject Company (Issuer))
FIRST LOOK MEDIA, INC.
(f/k/a Overseas Filmgroup, Inc.)
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(Name of Filing Person, the Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
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(Title of Class of Securities)
320737109
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(CUSIP Number of Class of Securities)
William F. Lischak
Chief Operating Officer, Chief Financial Officer and Secretary
First Look Media, Inc.
8000 Sunset Boulevard, Suite B310
Los Angeles, California 90046
(323) 337-1000
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(Name, Address And Telephone Number Of Person Authorized To Receive Notices And
Communications On Behalf Of Filing Persons)
with a copy to:
David Alan Miller, Esq.
Graubard Miller
600 Third Avenue
New York, New York 10016
Telephone: (212) 818-8800
Fax: (212) 818-8881
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to
which the statement relates:
[ ] third party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of a tender offer:[ ]
This Amendment serves to amend and supplement the Issuer's
Schedule TO filed electronically on November 8, 2001 with the Securities and
Exchange Commission, as amended by Amendment No. 1 filed on November 29, 2001
(as so amended, the "Schedule"), in connection with its offer exchange up to
approximately 321,429 shares of the Issuer's common stock for all of its
outstanding warrants that were issued in connection with its initial public
offering in February 1995. The terms and conditions of the exchange offer are
set forth in the Offering Memorandum, dated November 8, 2001, the Supplement to
the Offering Memorandum, dated November 19, 2001, and in the related letter of
transmittal. This Amendment is being filed to report the Company's issuance
today of a press release, the text of which is attached hereto as an exhibit.
Only those items of the Schedule that are amended and supplemented hereby are
included herein.
Item 12. Exhibits
Item 12 of the Schedule is hereby amended and supplemented by
adding the following information:
(a)(5)(i) Press Release, dated December 19, 2001.
SIGNATURE
After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this Amendment is true, complete and
correct.
Dated: December 19, 2001
FIRST LOOK MEDIA, INC.
/s/ William F. Lischak
By:______________________________________
William F. Lischak, Chief Operating
Officer, Chief Financial Officer and
Secretary
EXHIBIT INDEX
Exhibit Number Description
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(a)(5)(i) Press Release, dated December 19, 2001.
Exhibit (a)(5)(i)
FIRST LOOK MEDIA EXTENDS EXCHANGE OF COMMON SHARES FOR
OUTSTANDING WARRANTS TO JANUARY 9, 2002
New York, NY and Los Angeles, CA - December 19, 2001 - First Look Media, Inc.
(OTCBB: FRST, FRSTW) (f/k/a Overseas Filmgroup, Inc. - OTCBB:OSFG), a
multi-faceted media company, announced today that it has extended the expiration
date of its previously announced warrant exchange for FRST common stock to 5:00
p.m. New York City time on January 9, 2002 from 5:00 p.m. New York City time on
December 18, 2001. All other terms, provisions and conditions of the exchange
offer remain in full force and effect.
In the exchange offer, the Company is offering FRSTW holders up to approximately
321,429 shares of FRST common stock in exchange for the 4.5 million outstanding
warrants issued in conjunction with its initial public offering in February
1995. Pursuant to the offer, First Look will exchange .0714 of a share of its
common stock for each of its outstanding warrants tendered and accepted by the
Company for exchange.
Holders who elect not to participate in the exchange offer will retain the right
to purchase one share of First Look common stock for $5.00, for each warrant
held. These warrants expire on February 16, 2002.
Upon completion of the exchange offer, the Company intends to deregister the
warrants pursuant to the Exchange Act and delist FRSTW warrants from trading on
the OTC Bulletin Board.
First Look Media, Inc. is a multi-faceted media company specializing in
worldwide independent film distribution, theatrical, video and DVD releases,
commercial production and Internet content creation. www.firstlookmedia.com
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This press release includes forward-looking statements that involve risks and
uncertainties. Certain factors may cause actual results to differ materially
from those contained in the forward looking statements, including, but not
limited to, quarterly and annual fluctuations in results of operations, the
unpredictability of audience acceptance of any particular motion pictures, the
highly speculative and inherently risky and competitive nature of the motion
picture industry, and other risks detailed from time to time in the Company's
reports filed with the Securities and Exchange Commission including, but not
limited to, its Annual Report on Form 10-K for the year ended December 31, 2000.
As the motion picture business and the Company's operations are subject to
numerous uncertainties, including, among other things in addition to the
forgoing factors, the financing requirements of various film projects,
competition from companies within the motion picture industry and in other
entertainment media (many of which have significantly greater financial and
other resources than the Company), and the release schedule of competing films,
no assurance can be given that the Company's acquisition, production, financing
and distribution goals and strategies (including as described herein) will be
achieved. Actual results may differ materially from management expectations
expressed in any forward-looking statements.
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of the securities in any state in
which such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such state.
CONTACT:
Company Investor Relations
William F. Lischak Robert Rinderman, Catherine DiTuri
COO and CFO Jaffoni & Collins
First Look Media, Inc. 212/835-8500
310/855-1475 FRST@jcir.com