-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RtlKKFjT7e+OyNJROwwOYSTMNEOYoNdDPsKt9giXIHf/CUWcbvTPHmJMfOEzgvMM Hwb7daHzcyBtgXNqLTtgqg== 0000891092-04-005654.txt : 20041119 0000891092-04-005654.hdr.sgml : 20041119 20041119135530 ACCESSION NUMBER: 0000891092-04-005654 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20041119 DATE AS OF CHANGE: 20041119 EFFECTIVENESS DATE: 20041119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOVIE GALLERY INC CENTRAL INDEX KEY: 0000925178 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-VIDEO TAPE RENTAL [7841] IRS NUMBER: 631120122 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-24548 FILM NUMBER: 041157361 BUSINESS ADDRESS: STREET 1: 900 WEST MAIN STREET CITY: DOTHAN STATE: AL ZIP: 36301 BUSINESS PHONE: 3346772108 MAIL ADDRESS: STREET 1: 900 WEST MAIN STREET CITY: DOTHAN STATE: AL ZIP: 36301 DEFA14A 1 e19780defa_14a.txt SOLICITING MATERIAL As filed with the Securities and Exchange Commission on November 19, 2004 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [X] Soliciting Material Pursuant to Rule 14a-12 [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) MOVIE GALLERY, INC. (Name of Registrant as Specified in Its Charter) ________________________________________________________________________________ (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: ____ ____________________________________________________________________ (2) Aggregate number of securities to which transaction applies: _______ ____________________________________________________________________ (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): _____ ____________________________________________________________________ (4) Proposed maximum aggregate value of transaction: ___________________ (5) Total fee paid: ____________________________________________________ [ ] Fee paid previously with preliminary materials. ____________________ [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. _____________________________________________________ (1) Amount previously paid: ____________________________________________ (2) Form, Schedule or Registration Statement No.: ______________________ (3) Filing Party: ______________________________________________________ (4) Date Filed: ________________________________________________________ UNITED STATES 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 Date of Report (Date of earliest event reported): November 19, 2004 Movie Gallery, Inc. (Exact name of registrant as specified in its charter) Delaware 0-24548 63-1120122 (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification Number) 900 West Main Street Dothan, Alabama 36301 (Address of principal executive offices) (Zip Code) (334) 677-2108 (Registrant's telephone number, including area code) 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: | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |X| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 8.01. Other Events. On November 19, 2004, the Company issued a press release confirming it has delivered a proposal to acquire Hollywood Entertainment Corporation. A copy of the press release is attached hereto as Exhibit 99.1 . Item 9.01 Financial Statements and Exhibits (c) Exhibits 99.1 Press Release dated November 19, 2004 2 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. MOVIE GALLERY, INC. Date: November 19, 2004 BY: /s/ Ivy M. Jernigan ------------------------- Ivy M. Jernigan Senior Vice President and Chief Financial Officer 3 INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION ----------- ------------------------------------- 99.1 Press Release dated November 19, 2004 4 EX-99.1 2 e19780ex99_1.txt PRESS RELEASE Exhibit 99.1 Movie Gallery Announces a Proposal to Acquire Hollywood Entertainment Corporation Movie Gallery Presents Superior Alternative to the Current Merger Agreement with Leonard Green Partners A Successful Movie Gallery Bid has Less Antitrust Risk and Offers a Faster Closing than a Blockbuster Offer DOTHAN, Ala., Nov. 19 /PRNewswire-FirstCall/ -- Movie Gallery, Inc. (Nasdaq: MOVI) today confirmed that it has delivered an acquisition proposal to the special committee of the board of directors of Hollywood Entertainment Corporation (Nasdaq: HLYW). Terms of Movie Gallery's proposal have not been disclosed. If consummated, the proposed transaction would be immediately accretive to Movie Gallery's earnings. The combined company would be the second largest North American video rental company with annual revenue in excess of $2.6 billion and more than 4,300 stores located in all 50 U.S. states, Mexico and Canada. Commenting on the proposal, Joe Malugen, Chairman and CEO of Movie Gallery, said, "Our fully financed proposal would allow us to broaden our revenue base and strengthen our presence in the western United States. We have successfully acquired and integrated more than 200 companies since 1994 and believe this transaction represents another significant growth opportunity for Movie Gallery." "We also believe our proposal presents almost no antitrust risk," stated Malugen. "Conversely, Blockbuster's proposed acquisition would create a dominant player with significant competitive overlap in the vast majority of markets served by Blockbuster and Hollywood Entertainment. We do not believe regulators will adopt the expanded view of the market that Blockbuster needs to complete a transaction." "In addition, we believe Hollywood Entertainment is a well-positioned rentailer in its markets with attractive competitive dynamics and significant future growth opportunities," said Malugen. "The combined business would have a broader store presence creating a leading North American rentailer that can successfully compete in urban, suburban and rural markets. We also believe that the combination of the two businesses is extremely compelling for our customers, associates and shareholders as it will create one company with greatly expanded points of distribution and significant opportunities for improved scale and operating efficiencies." Movie Gallery does not anticipate commenting further on its proposal until it has completed its negotiating process with the Hollywood Entertainment special committee. Merrill Lynch & Co. and Wachovia Securities are advising Movie Gallery in connection with its proposal. This news release contains forward-looking statements relating to Movie Gallery's expressed interest in negotiating a proposal to acquire Hollywood Entertainment Corporation. Specific forward-looking statements relate to Movie Gallery's expectations regarding the potential benefits of such transaction, including (i) the anticipated benefits to Movie Gallery's and Hollywood's stockholders and (ii) the competitive advantages that could result from the transaction. These forward-looking statements are based on Movie Gallery's current intent, expectations, estimates and projections and are not guarantees of future performance. These statements involve risks, uncertainties, assumptions and other factors that are difficult to predict and that could cause actual results to vary materially from those expressed in or indicated by them. In addition, some factors are beyond Movie Gallery's control. The statements made in this release are contingent upon the completion of the proposed transaction discussed above and are subject to the execution of a definitive acquisition agreement. Movie Gallery cautions investors that this announcement is made pursuant to full disclosure requirements and that Movie Gallery can give no assurance that a definitive agreement will be executed. Other factors that could cause actual results to differ materially from the statements made in this release include, among others: (i) Movie Gallery's and Hollywood's ability to receive all necessary approvals, including any necessary governmental or regulatory approvals and the approval of the respective Board's of Directors and stockholders, if applicable; (ii) changes to Movie Gallery's strategy and business plan, including its plans regarding use of capital; (iii) consumer demand for Movie Gallery's planned product and service offerings; (iv) the variability in consumer appeal of the movie titles and games software released for rental and sale; (v) Movie Gallery's ability to respond to changing consumer preferences and to effectively adjust its product mix, service offerings and marketing and merchandising initiatives; (vi) Movie Gallery's ability to timely implement and maintain the necessary information technology systems and infrastructure to support shifts in consumer preferences and any corresponding changes to Movie Gallery's operating model, including changes related to the proposed transaction; (vii) the extent and timing of Movie Gallery's continued investment of incremental operating expenses and capital expenditures to continue to develop and implement its initiatives; (viii) vendor determinations relating to pricing and distribution of their product and Movie Gallery's ability to reach agreements with service, product and content providers on acceptable commercial terms; and (ix) other factors as described in Movie Gallery's filings with the Securities and Exchange Commission, including the detailed factors discussed under the heading "Cautionary Statements" in Movie Gallery's annual report on Form 10-K for the fiscal year ended January 4, 2004. IF A DEFINITIVE AGREEMENT IS SIGNED, STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. If a definitive agreement is signed, stockholders will be able to obtain a free copy of the proxy statement, as well as other filings containing information about the parties, without charge, at the SEC's Internet site ( http://www.sec.gov ). If a definitive agreement is signed, copies of the proxy statement and the filings with the SEC that will be incorporated by reference in the proxy statement will also be available, without charge, by directing a request to Hollywood Entertainment Corp., 9275 S.W. Peyton Lane, Wilsonville, Oregon 97070, Attn: Investor Relations. If a definitive agreement is signed, the directors and executive officers of Hollywood Entertainment and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Hollywood Entertainment's directors and executive officers will be available in the proxy statement. If a definitive agreement is signed, other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC if and when they become available. Contact: Thomas D. Johnson, Jr. SVP of Investor Relations (334) 702-2400 SOURCE Movie Gallery, Inc. -0- 11/19/2004 /CONTACT: Thomas D. Johnson, Jr., SVP of Investor Relations of Movie Gallery, Inc., +1-334-702-2400/ /Web site: http://www.moviegallery.com / (MOVI HLYW) CO: Movie Gallery, Inc.; Hollywood Entertainment Corporation ST: Alabama IN: ENT SU: TNM -----END PRIVACY-ENHANCED MESSAGE-----