o you're probably wondering why you can't find Desperate But Not Serious on DVD, Blu-Ray or Digital Download (at least legally). Well, the answer can be found in the empty, disgraced, vacated halls of the former Franchise Pictures, the company that made (financed?) the film.

Franchise Pictures LLC was an independent motion picture production and distribution company, founded by former actor Andrew Stevens (Subliminal Seduction, Night Eyes Four: Fatal Passion, Body Chemistry 4: Full Exposure, Blood Chase, Hollywood Wives, Forbidden Love, The Seduction, The Bastard) and Elie Kheir Samaha, a one-time nightclub doorman at Studio 54 in New York who has managed supermodels, owned the Roxbury nightclub in Los Angeles, and developed and ran a 35-store chain of drycleaners.

Samaha and Stevens formed Franchise Pictures with another partner in the fall of 1997, and it sister company, Phoenician Entertainment, shortly therafter. Franchise, which had a domestic co-production and distribution deal with Morgan Creek Prods., produced the bigger budget pictures. Phoenician produced smaller films, and was mainly known for its productions in the action film genre (in their first year, Phoenician did three Dolph Lungren movies, alone). But they also made low-budget indie and romantic comedies like Desperate But Not Serious in the $5-15 million range (or so their budget sheets claimed). During its first year, Franchise Pictures and Phoenician jointly produced twenty-two films, with Desperate But Not Serious included.

Then in February of 1999, Phoenician amalgamated with Franchise with the joint entity simply called "Franchise Pictures," which handled the international distribution of all their films, with Stevens as President and Elie as Chairman, and re-positioned itself as a supplier of higher-budget and studio-level pics.¹ There were three branches of the company: "Franchise Pictures" were big-budget films released theatrically through an output deal with Warner Brothers Studios; "Franchise Classics Pictures" were smaller, less commercial art house or specialty films (known for the company manta, "I can't actually pay your talent any substantial money. This isn't a Franchise Pictures film, it's a Franchise Classics film"); and the Phoenician Entertainment brand -- a production entity for the partners' lower-budget pics that specialized in non-theatrical, straight-to-home-video and DVD films that could be created without a bank loan and packaged with the larger Franchise Pictures films to international markets.

Then in May at the Cannes Film Festival, Samaha signed an agreement with Rudiger "Barry" Baeres (the chief executive officer of Intertainment AG, a Munich, Germany-based public company) to make 60 films in a five-year period. The films were to have an aggregate cost of $1.25 billion. The deal that Samaha struck with Baeres would quickly establish Franchise as the most prolific independent production company in Hollywood. Samaha's company produced 25 films during the next 22 months.

In a plot that could have been lifted straight from the Mel Brooks movie, The Producers, Elie and Stevens decided they could become major Hollywood players by acquiring projects A-list stars desperately wanted to make that were floundering at major studios (Scientology-inspired space adventures, Evis impersonator heist movies), making them as cheaply as possible, and selling them on star power alone. Their unorthodox deals raised eyebrows and the entertainment industry magazine Variety commented that they were "often so complex and variable as to leave outsiders scratching their heads."²

From 1998 to 2004, Franchise produced eight to ten films in the $15-65 million range each year. Franchise had a domestic distribution deal in place with Morgan Creek at Warner Brothers, and their deal with Intertainment, with the help of a bank and bond-holders, had the potential of creating the next big Hollywood studio. They attracted such talented actors as John Travolta, Holly Hunter, Antonio Banderas, Marlon Brando, Cuba Gooding Jr., Kevin Spacey, Danny DeVito, Sylvester Stallone, and Wesley Snipes. Franchise also has a co-production deal with Oliver Stone's Illusion Entertainment.

Unfortunately, many of Franchise's films were huge bombs, including Get Carter (starring Sylvester Stallone in a remake of a Michael Caine movie, nominated for two Golden Raspberry Awards), 3000 Miles to Graceland (starring Kurt Russell and Kevin Costner as Elvis impersonators, nominated for five Golden Raspberry Awards), Ballistic: Ecks vs. Sever (starring Antonio Banderas and Lucy Liu as FBI agents, receiving a 0% score on review aggregator web site Rotten Tomatoes, based on 115 reviews), and of course Battlefield Earth: A Saga of the Year 3000 (starring John Travolta in a film based upon the first half of Scientology founder L. Ron Hubbard's novel of the same name; it swept the 2000 Golden Raspberry Awards, receiving seven in all; it's also included on Rotten Tomatoes' "100 Worst Of The Worst Movies" list). In the midst of these flops, Intertainment's stock had plummeted from a high of $137 to $4 per share.

Soon after, the Wall Street Journal reported that the United States' Federal Bureau of Investigation was probing "the question of whether some independent motion picture companies have vastly inflated the budget of films in an effort to scam investors." In December of 2000, Intertainment AG filed a lawsuit alleging that Franchise Pictures had fraudulently inflated budgets in films including Battlefield Earth, which Intertainment had helped to finance.⁵ Intertainment had agreed to pay 47% of the production costs of several films in exchange for European distribution rights, but ended up paying for between 60% and 90% of the costs instead. The company alleged that Franchise had defrauded it to the tune of over $75 million by systematically submitting "grossly fraudulent and inflated budgets."⁶

The case was heard before a jury in a Los Angeles federal courtroom in May-June 2004. The court heard testimony from Intertainment that according to Franchise's bank records the real cost of Battlefield Earth was only $44 million, not the $75 million declared by Franchise. The remaining $31 million had been fraudulent "padding". Intertainment's head Barry Baeres told the court that he had only funded Battlefield Earth because it was packaged as a slate that included two more commercially attractive films, the Wesley Snipes vehicle The Art of War and the Bruce Willis comedy The Whole Nine Yards. Baeres testified that "Mr. Samaha said, 'If you want the other two pictures, you have to take Battlefield Earth—it's called packaging.'" Baeres commented: "We would have been quite happy if he had killed Battlefield Earth".⁷

Intertainment won the case and was awarded $121.7 million in damages, of which Samaha himself was declared by the court to be personally liable for $77 million. However, the jury rejected Intertainment's claims under the Racketeer Influenced and Corrupt Organizations (RICO) statute, which would have trebled the damages if Franchise had been found liable on that charge.⁸ Samaha vowed to appeal but the fraud judgment destroyed Franchise's viability; the company and its subsidiaries all filed Chapter 11 bankruptcy petitions on August 19, 2004.⁹

Samaha eventually settled with Intertainment for a mere $3 million of the $97 million verdict, but also signed over his ownership interest of 100 film production and film distribution companies that he controlled before the 2004 ruling. This included Phoenician Entertainment's library of over 35 titles. Most of them are now in limbo.ⁱ⁰ Desperate But Not Serious, which had been released on DVD by 20th Century Fox in the US and renamed Reckless + Wild in 2002, is now without domestic distributorship, along with most of Franchise's other non-Warner's assets (so long, Dolph Lundgren).¹¹

Elie gave up movie making but is still around the show business world. He is currently running (via a sub-lease deal) the Vogue nightclub at Hollywood and Cahuenga as well as the Playhouse (a club that used to be the Fox Theatre on Hollywood Boulevard), and is now a co-owner of the Grauman's Chinese Theatre, where under his guidance Groucho Marx's cement handprints have been removed and replaced by the likes of Alvin and the Chipmunks.¹²

Stevens, who paid unspecified damages in return for being dropped from the Intertainment suit in a last-minute out-of-court settlement,¹³ presides over his own production company that makes lower budget action B-films (he even starred in the recent TV film Mongolian Death Worm ), and sells books, DVDs and holds seminars on how to get rich in the film business.

After gaining ownership of Elie's film companies and all of their flops, Intertainment Licensing (its disgraced name changed to Phoenix Media) filed for insolvency protection itself in 2011, after a hostile takeover and losing a long-running lawsuit charging Comerica with complicity in fraud connected to the Franchise Pictures case.ⁱ⁴

Where does that leave Desperate But Not Serious, a little-known straight-to-video film that had a budget of $5 million, was revised to $2 million but probably really only cost 500 Grand? God only knows... and maybe a few dozen lawyers...

TOP PHOTO: Alberto Rodriguez/Berliner Studio/BEI Images. From left: Andrew Stevens, producer Moshe Diamant and Elie Samaha at the premier of mega-flop Spartan ($23 million budget; $4 million US gross).

BOTTOM PHOTO: Elie and new partner Don Kushner in front of their Chinese Theatre in Hollywood (Source: The Hollywood Reporter).

SOURCES:
¹—"Franchise, Phoenician form sales co.", by by Benedict Carver (2/10/09), Variety. "Foolproof Filmmaking: Making a Movie That Makes a Profit," by Andrew Stevens; Published by Easton Studio Press, LLC (Apr 29, 2014); pages xxi-xxiv.
²—"The Samaha Syndrome", by Bing, Jonathan (2003-06-09). Variety.
³—"The Time When 'Ballistic: Ecks vs. Sever' Landed at AFM" by McKenna Aiello; The Hollywood Reporter AFM Daily, 11/10/2014 8:04am PST.
⁴—"The Samaha Formula for Hollywood Success," by Hirschberg, Lynn (2000-05-14); New York Times. According to "Suits Fly as a Multifilm Deal Sours," by Ross Johnson, Daily Journal (May 1, 2001): Samaha had four different budgets for each film: "The highest one was the one we showed Intertainment," Samaha said. "Next came a lower one that we showed the bank. Then we would show the director [of the film] a lower budget than that, 'cause you never want the director to know how much fucking money you really have to spend on the movie. And the lowest one would be what we showed the [talent and crew] guilds."
⁵—"Franchise, Intertainment duel; Countersuits ask $75 million-plus each in film licensing dispute," by Randall, Laura (2000-12-22). The Hollywood Reporter; According to "Suits Fly as a Multifilm Deal Sours," by Ross Johnson, Daily Journal (May 1, 2001): Under the contract, Intertainment was to put up to 47 percent of the "bonded budgets" of the Franchise films in exchange for European distribution rights. Intertainment had almost no creative control over the films produced and hardly any control over the cash flow of the Franchise productions once Intertainment signed off on the bonded budgets of each film, Stephen Brown, head of Intertainment's American office, said. According to the lawsuit, Franchise submitted two line-item budgets before the films in dispute were made. The first budget, the "high" one, went to Intertainment. That budget bore the signature of one of the bonding companies and a line producer or other film executive from Franchise. Intertainment relied on the signature sheet of the bonding company representative when it calculated its 47 percent financial obligation for each film. Franchise, according to Intertainment's lawsuit, was then almost invariably bound by the license agreement to shoot the film with a budget that would meet or exceed the bonded budget. The license agreement then would be assigned to Imperial Bank, which counted on the license agreement with Intertainment for security against its production loans to Franchise. Intertainment claims that Franchise submitted a second, much-lower budget, to Imperial Bank. This second budget also was signed by a bonding company representative and, usually, by a Franchise-paid line producer. The "low" budget, or bank budget, was the one on which Imperial based its production loan and was the budget Franchise used to make the film. Because it saw only the high budget, Baeres claimed his company based its guarantees on inflated numbers. He cited the Franchise film "Get Carter," released in October as an example of the Franchise scheme. Intertainment signed off on a $63.6 million budget for the Sylvester Stallone action film. But the actual budget was $44.6 million. Imperial Bank knew of the two different budgets but did not inform Intertainment, Baeres said. Under that formula, Intertainment overpaid by $8.9 million for the European rights to "Get Carter." The overpayments on the other nine Franchise films bring the total to $75 million, according to the lawsuit.
⁶—"Judge Finds Samaha Liable for $97 Million", by Bates, James (2004-08-18); Los Angeles Times. "$75M Battlefield Over Film Flops" (2001-01-19); New York Post.
⁷—"Baeres: No secret budget deal" by Hiestand, Jesse (2004-05-10). The Hollywood Reporter.
⁸—"Legal eagle says Eli fudged budgets" (2009-07-31); "Attempt to Collect" (2004-06-21); "Samaha Slammed" (2004-06-17), by Shprintz, Janet; Variety. According to "Suits Fly as a Multifilm Deal Sours," by Ross Johnson, Daily Journal (May 1, 2001): "Franchise and Imperial Bank committed no fraud, according to Samaha and Franchise lawyer Larry Stein of Alschuler, Grossman Stein & Kahan. They said Intertainment is trying to forestall lawsuits from its shareholders, who lost hundreds of millions when Intertainment's stock plummeted from a post-deal high of $138 to a low of $4 in December. Samaha said Baeres knew exactly what was happening. 'He always knew the budgets were high,' Samaha said. 'He wanted them high so that his stockholders would think the films were more valuable than they were. He pumped up the cost figures of the films when he sold them to European subdistributors.' According to the Intertainment lawsuit, Franchise had made "Battlefield Earth" for $44 million after telling Intertainment in February 1999 that the budget would be $55 million. But in a March 17, 2000, letter to his Intertainment shareholders, Baeres pegged the budget of "Battlefield Earth" at $80 million."
⁹—"Elie's new chapter: Samaha's Franchise files for bankruptcy" by Shprintz, Janet; Dana Harris (2004-08-23); Variety.
ⁱ⁰—Phoenician Films IMDB page project list (1995-2000); Phoenician Entertainment project list (1999-2002).
¹¹—"Warner Bros. Sued for Allegedly Distributing Movies Without License" by Eriq Gardner (3/22/2012); The Franchise/Morgan Creek Bankruptcy decision can be read here; "Samaha settles with Intertainment," by Ed Meza (8/22/2006) Variety.
¹²—"Grauman's Chinese Theatre to Be Sold to Producers Elie Samaha, Don Kushner" by Miller, Daniel (28 April 2011). Hollywood Reporter; "Concrete Handprint Shuffle at Grauman's Chinese Theatre" by Adrian Glick Kudler, Curbed.com, Friday, December 30, 2011.
¹³—"Achtung, Baby: A Long Night in Munich," by Ross Johnson, Daily Journal (May 2, 2001): "Exactly what happened between Dec. 14 and Dec. 21 depends on who is talking. Both sides agree that, hours after Franchise filed the initial lawsuit on Dec. 14, Stevens was on the phone with Intertainment lawyers. The next day, he was on a plane to Germany... The Intertainment lawyers said that, during a negotiating session in Munich, Franchise President Andrew Stevens acknowledged the fraud, agreed that Imperial Bank was involved and signed an indemnity agreement in exchange for his testimony. Stevens and his lawyers said he never made such claims. Stein labeled any signed indemnity agreement a forgery. On Dec. 15 2000, Stevens and Franchise International Sales executive Lisa Wilson flew to Munich, hoping to settle the dispute with Intertainment. Without benefit of counsel, Stevens engaged in a marathon negotiating session on Dec. 17 and 18 with various Intertainment board members and a team of lawyers, including Baeres, Intertainment Vice President David Williamson (a lawyer formerly at various L.A. firms) and John LaViolette, Intertainment's transactional lawyer at Bloom Hergott Diemer & Cook. 'I thought I would be discussing a business resolution,' Stevens said. 'But they hit me with lawyers for 18 hours. I wasn't even offered any food.' USA Intertainment head Stephen Brown told Ross Johnson in 2001: 'From the moment he got to Munich, Stevens was asking for an indemnity release... Stevens told me that what had happened with Franchise defrauding Intertainment made him 'physically ill' and gave him an ulcer,' Brown said. "He said that not only was Samaha involved in the fraud but that [executives] at Imperial Bank knew all about it.' Stevens allegedly promised to help Intertainment get back the lost millions from Imperial Bank, which had deeper pockets than Franchise. Imperial was about to be acquired by banking giant Comerica." (That merger was completed on Feb. 1, 2001.) "While sources have described a rift between Samaha and his partner, Stevens, as a result of the aborted settlement efforts, no one at Franchise will discuss it publicly. A friend of Samaha said the relationship between Samaha and Stevens 'is stressful, but Elie has a lot to deal with now, and he'll get to Andrew's thing at the right time.'"
ⁱ⁴—"Infamous Franchise Pictures Blow-Up Ends with Arbitrator Clearing Bank of Wrongdoing" by Eriq Gardner (11/10/2011); The Hollywood Reporter; "Intertainment Subsidiary Files for Bankruptcy After Losing Comercia Case" by Scott Roxborough (11/30/2011); The Hollywood Reporter. The breakdown of the money involved in the original lawsuit can be found at Troubled Company Reporter," Friday, August 27, 2004, Vol. 8, No. 18. Here is the meat of it:

Intertainment AG, Ismaning (Munich), has been informed, shortly
after the presentation of the final judgment in the fraud case
brought against U.S. film producer Franchise Pictures and others,
that Franchise Pictures and nearly all subsidiary companies
convicted in the lawsuit have filed for bankruptcy.

As a result of this predictable step, the companies have placed
themselves under the protection of American insolvency law.  This
means that Intertainment will assert its claims against Franchise
Pictures and the subsidiary companies resulting from the lawsuit
as part of the insolvency proceedings.

It is possible that Elie Samaha, the CEO of Franchise Pictures,
will also file for personal bankruptcy.  Samaha was -- like
Franchise Pictures and the subsidiary companies -- found guilty of
defrauding Intertainment.  Following the judgment, Intertainment
is entitled to receive $121.7 million, with all the convicted
parties being jointly liable for $92.7 million.

Regardless of this latest development, Intertainment will continue
with its preparations for the arbitral proceedings scheduled for
January 2005 against the other parties involved in the Franchise
Pictures fraud. These include Comerica Bank, and the insurance
companies Film Finances and others.  As part of the proceedings,
Intertainment is claiming -- as in the case of the Franchise
lawsuit -- damages in excess of 100 million dollars.

Headquartered in Los Angeles, California, Franchise Pictures LLC
is an independent motion picture production and distribution
company founded by Elie Samaha and Andrew Stevens, two of the
more prolific producers in the entertainment industry.  Franchise
Pictures and twenty debtor-affiliates filed for chapter 11
protection on August 18, 2004 (Bankr. C.D. Cal. Case No.
04-27996). David L. Neale, Esq., at Levene Neale Bender Rankin &
Brill, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, each
debtor entity listed less than $50,000 in total assets and more
than $100 million in total debts.


FRANCHISE PICTURES: Case Summary & Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Franchise Pictures LLC
             8228 Sunset Boulevard
             Los Angeles, California 90046

Bankruptcy Case No.: 04-27996

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      3000 Miles Productions Inc.                04-28020
      Carter Productions LLC                     04-28023
      Seraph Productions Inc.                    04-28024
      VLN Productions Inc.                       04-28025
      Suite Productions Inc.                     04-28027
      Heightened Productions Inc.                04-28028
      Phoenician Entertainment LLC               04-28029
      Valentine Productions Inc.                 04-28033
      Rangers Productions Inc.                   04-28036
      Franchise Films LLC                        04-28038
      Auggie Rose Productions Inc.               04-28041
      Franchise Pictures Inc.                    04-28042
      Battlefield Productions LLC                04-28043
      Nine Yards Productions Inc.                04-28044
      Franchise Entertainment LLC                04-28045
      Split Card Films Inc.                      04-28048
      Pledge Productions Inc.                    04-28049
      Alex and Emma Productions Inc.             04-28051
      Champs Productions Inc.                    04-28054
      Conprod Inc.                               04-28058

Type of Business: The Debtor is a film producer.

Chapter 11 Petition Date: August 18, 2004

Court: Central District of California (Los Angeles)

Judge: Maureen Tighe

Debtors' Counsel: David L. Neale, Esq.
                  Levene Neale Bender Rankin & Brill
                  1801 Avenue of the Stars #1120
                  Los Angeles, California 90067
                  Tel: 310-229-1234

                                 Estimated         Estimated
                                   Assets            Debts
                                 ---------         ---------
Franchise Pictures LLC          $0 to $50,000   More than $100 M
3000 Miles Productions Inc.     $0 to $50,000   More than $100 M
Carter Productions LLC          $0 to $50,000   More than $100 M
Seraph Productions Inc.         $0 to $50,000   More than $100 M
VLN Productions Inc.            $0 to $50,000   More than $100 M
Suite Productions Inc.          $0 to $50,000   More than $100 M
Heightened Productions Inc.     $0 to $50,000   More than $100 M
Phoenician Entertainment LLC    $0 to $50,000   More than $100 M
Valentine Productions Inc.      $0 to $50,000   More than $100 M
Rangers Productions Inc.        $0 to $50,000   More than $100 M
Franchise Films LLC             $0 to $50,000   More than $100 M
Auggie Rose Productions Inc.    $0 to $50,000   More than $100 M
Franchise Pictures Inc.         $0 to $50,000   More than $100 M
Battlefield Productions LLC     $0 to $50,000   More than $100 M
Nine Yards Productions Inc.     $0 to $50,000   More than $100 M
Franchise Entertainment LLC     $0 to $50,000   More than $100 M
Split Card Films Inc.           $0 to $50,000   More than $100 M
Pledge Productions Inc.         $0 to $50,000   More than $100 M
Alex and Emma Productions Inc.  $0 to $50,000   More than $100 M
Champs Productions Inc.         $0 to $50,000   More than $100 M
Conprod Inc.                    $0 to $50,000   More than $100 M


A. Franchise Pictures, LLC's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Intertainment AG                       $106,000,000
Osterfeldstrasse 84
85737 Ismaning, Germany

Morgan Creek Productions                 $5,000,000
10351 Santa Monica Blvd., Suite 200
Los Angeles, California 90026

Alschuler Grossman Stein & Kahane        $1,500,000
1620 26th Street, 3rd Floor North
Santa Monica, California 90404

Plan B. Productions                      $1,300,000
2100 S. Sawtelle Blvd., 17th Fl.
New York, New York 10019

Quinn Emanuel Urquhart et al.              $714,694
865 S. Figeroa St., 10th Fl.
Los Angeles, California 90017

Stein & Flugge LLP                         $543,617
6100 Wilshire Boulevard, Ste. 1250
Los Angeles, California 90048

Dennis Dreith, Adm, Film Musicians         $500,000
c/o Brian Cella
Cella, Lange & Cella
1600 S. Main Plaza, Ste. 180
Walnut Creek, California 94596

Bryan Cave LLP                             $241,260

MPL Communications                         $185,000

Coudert Bros.                              $114,116

Technicolor                                 $92,586

Tenon Ltd.                                  $89,003

Tiny Pink Pig Productions                   $80,000

Fotokem                                     $74,394

Beausoliel Productions                      $73,750

United Airlines Travel Pass                 $58,178

Ascent Media                                $48,881

American Federation of Musicians            Unknown

Director's Guild of America                 Unknown

IATSE General Office                        Unknown


B. 3000 Miles Productions' 8 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Intertainment AG                       $106,000,000
Osterfeldstrasse 84
85737 Ismaning, Germany

Comerica Bank                            $6,471,150
Comerica Tower at Detroit Center
500 Woodward Avenue, M/C 3391
Detroit, Michigan  48226

Dennis Dreith, Adm, Film Musicians         $500,000
c/o Brian Cella
Cella, Lange & Cella
1600 South Main Plaza, Suite 180
Walnut Creek, California 94596

IATSE General Office                        $87,718

American Federation of Musicians            $44,715

Directors Guild of America                  Unknown
Los Angeles Headquarters

Screen Actors Guild                         Unknown

Writers Guild of America, West              Unknown


C. Carter Productions' 6 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Intertainment AG                       $106,000,000
Osterfeldstrasse 84
85737 Ismaning, Germany

Morgan Creek                             $5,000,000
4000 Warner Boulevard, Building 76
Burbank, California 90026

Writers Guild of America, West             $120,609

Directors Guild of America                  $89,388
Los Angeles Headquarters

IATSE General Office                        $72,498

Screen Actors Guild                         $36,183


D. Seraph Productions' 7 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Intertainment AG                       $106,000,000
Osterfeldstrasse 84
85737 Ismaning, Germany

Morgan Creek                             $5,000,000
4000 Warner Boulevard, Building 76
Burbank, California 90026

Writers Guild of America, West              $81,923

Directors Guild of America                  $81,923
Los Angeles Headquarters

IATSE General Office                        $56,816

American Federation of Musicians            Unknown

Screen Actors Guild                         Unknown


E. VLN Productions' 5 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Intertainment AG                       $106,000,000
Osterfeldstrasse 84
85737 Ismaning, Germany

IATSE General Office                        $11,400

Writers Guild of America, West               $8,529

American Federation of Musicians            Unknown

Screen Actors Guild                         Unknown


F. Suite Productions' 6 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Intertainment AG                       $106,000,000
Osterfeldstrasse 84
85737 Ismaning, Germany

Screen Actors Guild                          $1,728

IATSE General Office                           $411

American Federation of Musicians               $393

Directors Guild of America                  Unknown
Los Angeles Headquarters

Writers Guild of America, West              Unknown


G. Heightened Productions' 8 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Intertainment AG                       $106,000,000
Osterfeldstrasse 84
85737 Ismaning, Germany

Morgan Creek                             $5,000,000
4000 Warner Boulevard, Building 76
Burbank, California 90026

Comerica Bank                            $2,880,294
Comerica Tower at Detroit Center
500 Woodward Avenue, M/C 3391
Detroit, Michigan  48226

Writers Guild of America, West              $60,155

Directors Guild of America                  $60,155
Los Angeles Headquarters

IATSE General Office                        $27,474

American Federation of Musicians            Unknown

Screen Actors Guild                         Unknown


H. Phoenician Entertainment's Largest Unsecured Creditor:

   Entity                              Claim Amount
   ------                              ------------
Intertainment AG                       $106,000,000
Osterfeldstrasse 84
85737 Ismaning, Germany


I. Valentine Productions' 5 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Intertainment AG                       $106,000,000
Osterfeldstrasse 84
85737 Ismaning, Germany

Writers Guild of America, West              $24,104

IATSE General Office                        $16,540

Directors Guild of America                   $2,751
Los Angeles Headquarters

American Federation of Musicians            Unknown


J. Rangers Productions' 6 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Intertainment AG                       $106,000,000
Osterfeldstrasse 84
85737 Ismaning, Germany

Screen Actors Guild                         $11,205

American Federation of Musicians            Unknown

Directors Guild of America                  Unknown
Los Angeles Headquarters

IATSE General Office                        Unknown

Writers Guild of America, West              Unknown


K. Franchise Films' Largest Unsecured Creditor:

   Entity                              Claim Amount
   ------                              ------------
Intertainment AG                       $106,000,000
Osterfeldstrasse 84
85737 Ismaning, Germany


L. Auggie Rose Productions' 6 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Intertainment AG                       $106,000,000
Osterfeldstrasse 84
85737 Ismaning, Germany

IATSE General Office                        $31,463

Screen Actors Guild                         $23,839

Writers Guild of America, West               $7,946

American Federation of Musicians             $5,183

Directors Guild of America                  Unknown
Los Angeles Headquarters


M. Franchise Pictures, Inc.'s 2 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Intertainment AG                       $106,000,000
Osterfeldstrasse 84
85737 Ismaning, Germany

Dennis Dreith, Adm., Film Musicians        $500,000
c/o Brian Cella
Cella, Lange & Cella
1600 S. Main Plaza, Suite 180
Walnut Creek, CA 94696


N. Battlefield Productions' 7 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Intertainment AG                       $106,000,000
Osterfeldstrasse 84
85737 Ismaning, Germany

Morgan Creek Productions                 $5,000,000
Attn: Howard Kaplan
4000 Warner Blvd., Bldg. 76
Burbank, CA 91522

Writers Guild of America, West              $38,945

IATSE General Office                        $36,410

American Federation of Musicians            Unknown

Director's Guild of America                 Unknown

Screen Actors Guild                         Unknown


O. Nine Yards Productions' 8 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Intertainment AG                       $106,000,000
Osterfeldstrasse 84
85737 Ismaning, Germany

Morgan Creek Productions                 $5,000,000
Attn: Howard Kaplan
4000 Warner Blvd., Bldg. 76
Burbank, CA 91522

Dennis Dreith, Adm., Film Musicians        $500,000
c/o Brian Cella
Cella, Lange & Cella
1600 S. Main Plaza, Suite 180
Walnut Creek, CA 94696

IATSE General Office                        $91,608

Writers Guild of America, West              $77,495

Director's Guild of America                 $77,495

American Federation of Musicians            $47,327

Screen Actors Guild                         Unknown


P. Franchise Entertainment's Largest Unsecured Creditor:

   Entity                              Claim Amount
   ------                              ------------
Intertainment AG                       $106,000,000
Osterfeldstrasse 84
85737 Ismaning, Germany


Q. Split Card Films' 8 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Intertainment AG                       $106,000,000
Osterfeldstrasse 84
85737 Ismaning, Germany

Morgan Creek Productions                 $5,000,000
Attn: Howard Kaplan
4000 Warner Blvd., Bldg. 76
Burbank, CA 91522

Dennis Dreith, Adm., Film Musicians        $500,000
c/o Brian Cella
Cella, Lange & Cella
1600 S. Main Plaza, Suite 180
Walnut Creek, CA 94696

IATSE General Office                        $91,608

Writers Guild of America, West              $77,495

Director's Guild of America                 $77,495

American Federation of Musicians            $47,327

Screen Actors Guild                         Unknown


R. Pledge Productions' 8 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Intertainment AG                       $106,000,000
Osterfeldstrasse 84
85737 Ismaning, Germany

Morgan Creek Productions                 $5,000,000
Attn: Howard Kaplan
4000 Warner Blvd., Bldg. 76
Burbank, CA 91522

Comerica Bank                            $1,720,666
Corporate Headquarters
Comerica Tower at Detroit Center
400 Woodward Ave. M/C 3391
Detroit, MI 48226

Writers Guild of America, West              $48,795

Director's Guild of America                 $48,795

IATSE General Office                        $35,144

American Federation of Musicians            Unknown

Screen Actors Guild                         Unknown


S. Alex and Emma Productions' 7 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Intertainment AG                       $106,000,000
Osterfeldstrasse 84
85737 Ismaning, Germany

Dennis Dreith, Adm., Film Musicians        $500,000
c/o Brian Cella
Cella, Lange & Cella
1600 S. Main Plaza, Suite 180
Walnut Creek, CA 94696

IATSE General Office                       $284,448
1430 Broadway, 20th Floor
New York, NY 10018

Screen Actors Guild                        $215,517

Writers Guild of America, West              $71,839

Director's Guild of America                 $71,839

American Federation of Musicians            $39,532


T. Champs Productions' 6 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Intertainment AG                       $106,000,000
Osterfeldstrasse 84
85737 Ismaning, Germany

Writers Guild of America, West             $246,563

Director's Guild of America                $246,563

IATSE General Office                       $144,977

American Federation of Musicians            Unknown

Screen Actors Guild                         Unknown


U. Conprod's 6 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Intertainment AG                       $106,000,000
Osterfeldstrasse 84
85737 Ismaning, Germany

Screen Actors Guild                         $64,739

Writers Guild of America, West              $21,966

Director's Guild of America, West           $21,965

American Federation of Musicians            $18,208

IATSE General Office                        Unknown



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