FRIENDS WITH BENEFITS an original screenplay by Gorman Bechard
Transcription
FRIENDS WITH BENEFITS an original screenplay by Gorman Bechard
What Were We Thinking Films, Inc. and FRIENDS WITH BENEFITS, Limited Partnership Present FRIENDS WITH BENEFITS Limited Partnership Offer The Contents of this informational packet are confidential and are disclosed pursuant to a confidential relationship and may not be reproduced or otherwise used except for the purpose intended herein. Table of Contents 2. Confidential Statement 5. What Were We Thinking Films, Inc. 6. Director - Gorman Bechard 8. Producer - Frank Loftus 9. Director of Photography - Chris Squires 10. Film Synopsis 11. Film Budget 12. Film Overview and Markets 14. Time Table 16. The Fine Print 17. Investment Structure 17. Investment Returns- And the list keeps growing... (see www.YouAreAlone.com for more details) Production Company: What Were We Thinking Films, Inc. Formed in early 2004 by Gorman Bechard & Frank Loftus with the set goal of completing its inaugural project by year’s end, What Were We Thinking Films, Inc., burst out of the starting gate with YOU ARE ALONE, its first feature film. A review in PLAY NEW HAVEN magazine had this to say: “...although YOU ARE ALONE is intentionally dark, explicit, and candid, it’s also a film that’s intelligent, nuanced, and reflective.” And on the performances of leads Jessica Bohl and Richard Brundage: “The outward confidence and dominance over the film frame that Bohl brings to Daphne serves as an ideal counterpoint to Brundage’s wounded, soft-spoken Buddy, and both seem finely attuned to the manner in which Bechard’s script has the two characters repeatedly open and close themselves to each other emotionally.” NEW ENGLAND FILM called it: “Last Tango in New Haven.” FILM THREAT gave it four stars! Budgeted at $150,000 and filmed entirely in the greater New Haven, CT area, the dark drama wrapped production in mid-October. Since it’s festival premiere in June 2005, the film has played 15 major film festivals, winning awards for Best Narrative Feature, Best of Fest, Best Actress Award (twice) and Best Screenplay. Distribution deals are just being signed as of late February. The company is currently developing a reality series with MEG-TV called DEEP, BLUE & SKERRY, which is based on the adventures of famed underwater photographer Brian Skerry. Also in development are two feature film projects: THE SECOND GREATEST STORY EVER TOLD and FRIENDS WITH BENEFITS. An adaptation of Bechard’s first novel, SECOND GREATEST is a comedy about a Second Coming in which God sends his teenaged Daughter to save the planet. This projects is in early stages of development, and currently seeking star attachments for the supporting roles. FRIENDS WITH BENEFITS, is a film based on an original screenplay by Bechard about best friends Chloe and Owen who decide to have no-stringsattached sex. Complications arise. A lot of complications. Scheduled to shoot on Digital Video in New Haven, FRIENDS WITH BENEFITS is a tale of sexual identity and true love, a thinking person's "American Pie," a romantic comedy with belly-laughs. 5 Writer & Director GORMAN BECHARD After writing and directing the awardwinning and ground breaking short film, THE PRETTY GIRL (2000), Bechard landed a gig in Hollywood directing THE KISS, starring Eliza Dushku, Terence Stamp, Billy Zane, and Illeana Douglas. Based on an original script he co-wrote with Stephen Manzi, the $3 million feature went on to win a BEST ACTRESS award for its then unknown star, Francoise Surel, at the 2003 San Diego Film Festival and have a long run on the SHOWTIME cable network. Next up: the 15 minute short, OBJECTS IN THE MIRROR ARE FURTHER THAN THEY APPEAR, which Bechard not only wrote and directed, but produced, shot and edited as well. Another film festival favorite and awardwinner like THE PRETTY GIRL, OBJECTS is based on the prologue to Bechard's New Haven-based mystery novel, NINTH SQUARE (published by Forge/TOR, 2003). Besides NINTH SQUARE, he has penned GOOD NEIGHBORS (1998, Carroll & Graf Publishers), BALLS (1995, Dutton/Penguin) and the cult favorite THE SECOND GREATEST STORY EVER TOLD (1991, Citadel Press). In chosing his next project, his original script, FRIENDS WITH BENEFITS, seemed the logical choice: a romantic comedy with just the right amount of sexual humor, commercial yet controversial. And with more than double the budget he was afforded on YOU ARE ALONE, Bechard is confident he will find the perfect cast to produce another award winning, film festival favorite. Gorman Bechard's YOU ARE ALONE, is an independently financed feature which had its World Premiere at the BROOKLYN INTERNATIONAL FILM FESTIVAL in June 2005, where the film won the BEST ACTRESS award for its star Jessica Bohl. The dark drama, which also stars Richard Brundage, takes a look at how far its characters will go to relieve loneliness, even if only for an hour. It was filmed during September and October 2004, largely at the historic Hotel Duncan in downtown New Haven. At this year's NORTHAMPTON INDEPENDENT FILM FESTIVAL it won Best Narrative Feature, while at INDIEFEST CHICAGO, it won the VISION AWARD for Best of Fest, BEST SCREENPLAY, and its second BEST ACTRESS award. It has recently played the following festivals: the SIDEWALK MOVING PICTURE FESTIVAL, the 30th NEW ENGLAND FILM & VIDEO FESTIVAL, BROOKLYN DIGIFEST, the NOLITA FILM FESTIVAL, and the New York version of the AVIGNON FILM FESTIVAL, and has just been invited to the NEW ORLEANS FILMS FESTIVAL,, the OMAHA FILM FESTIVAL, the LAKE COUNTY FILM FESTIVAL, the BROOKLYN INDEPENDENCE CINEMA SERIES and the BUCHAREST INTERNATIONAL FILM FESTIVAL in Romania. 6 7 Producer FRANK LOFTUS While working on YOU ARE ALONE, Frank Loftus did exactly what a great producer is supposed to do: he allowed director Gorman Bechard the freedom to make his vision of YOU ARE ALONE come to life. By expertly controlling the behind-the-scene details so important to any film production, offering up the most astute creative suggestions, and, most importantly, finishing the project on-budget and ahead of schedule, Loftus was the perfect “ying” to Bechard’s “yang.” Currectly Loftus is overseeing the development of the reality television series DEEP BLUE & SKERRY with producers at MEG-TV, while assisting Bechard in the pre-production and development of the feature films, FRIENDS WITH BENEFITS and THE SECOND GREATEST STORY EVER TOLD. With two New England Emmy Awards under his belt for co-producing the television specials HIP TO BE SAFE and CHOLESTEROL CHECK under his belt, Loftus brings over twenty years of producing experience to FRIENDS WITH BENEFITS. Besides YOU ARE ALONE, his credits include producing, shooting, and editing the ESPN2 series EXTREME MAGAZINE, the ESPN documentary, FIELD OF DREAMS, the PBS documentary, THE ELEVENTH HOUR, and the feature REMOTE AREA VETS for National Geographic Television. He recently shot a feature in Iceland on Keiko, the whale of FREE WILLY fame, for the Humane Society of the United States (HSUS), the world's largest animal protection organization. Loftus has traveled the globe covering domestic animal and wildlife issues for HSUS, co-creating their streaming video website, www.animalchannel.org, while working closely with Real Networks, the leaders in streaming video technology, creating and testing new concepts with them. Under his leadership, HSUS quickly became one of the top Internet producers, streaming millions of video files every month. Director of Photography CHRIS SQUIRES Chris Squires was the Director of Photography on Gorman Bechard’s THE KISS, shot in both Los Angeles and Paris, France. Creating a powerful synergy with Bechard, Squires commerical style is a perfect fit for the quirky, comical, and sexy feel of FRIENDS WITH BENEFITS. Most recently Squires has been working with InDigEnt Films in the Digital Video format that will be used to film FRIENDS WITH BENEFITS. With over 25 years of experience as a cinematographer, Squires has garnered many awards and has a very impressive resume. He honed his skills working on crews led by world-renowned cinematographers Haskell Wexler, Vilmos Zsigmond, and Caleb Deschanel. He has worked as camera or Steadicam operator on such films as FORREST GUMP, COPYCAT, DANGEROUS MINDS, THE GLASS HOUSE, THE 13TH FLOOR, MY GIRL, BATMAN RETURNS, IF THESE WALLS COULD TALK 2, THE NET, and THE USUAL SUSPECTS. Squires has perfected his craft by working in every genre and medium, from bigbudget action movies to low budget films to commercials and music videos. Squires has also written a feature script that he would one day love to direct. He is originally from Honolulu, Hawaii. An interest in photography led him to cinematography which he chose to study at Stanford University because of its strong film program. Chris was named a finalist in the International Cinematographers Guild’s “Sixth Annual Film Showcase Competition.” SELECT FILM AND TELEVISION CREDITS: 2005 2004 2003 2001 2001 2000 2000 1999 1998 1997 1998 1996 1996 1994 1994 1992 State of the Union (steadicam operator) Iron Jawed Angels (HBO) (steadicam operator) The Kiss (director of photography) The Glass House (camera operator, steadicam operator) Life as a House (camera operator, steadicam operator) The Breed (director of photography) If These Walls Could Talk 2 (camera operator, steadicam operator) Forces of Nature (steadicam operator) Paulie (camera operator) Lola and Billy the Kid (director of photography) Mad City (camera operator, steadicam operator) True Crime (director of photography) Escape from L.A. (camera operator) Forrest Gump (camera operator) The Air Up There (camera operator, steadicam operator) Batman Returns (camera operator) 9 FRIENDS WITH BENEFITS an original screenplay by Gorman Bechard LOGLINE: Best friends Chloe and Owen decide to have no-strings-attached sex. Complications arise...a lot of complications. SYNOPSIS: Best friends since childhood, Chloe and Owen are both now studying at Yale Medical School. But between classes and work, neither has time for dating, or any interest in onenight-stands. So...they become friends with benefits...friends who have no-strings-attached sex. It would work, in theory, if the two hadn't always been secretly in love with one another. Their friends Alison, Shirley, Jeff and Brad are distressed when they discover what's going on, claiming it's sure to ruin the friendship. But on a boring night, as the four lament their own pathetic sex lives, they realize Chloe and Owen are doing exactly what they'd also like to be doing at the moment. Brad hooks up with Shirley, Jeff with Alison. All hell breaks loose... But the complications have only begun. Chloe and Owen are each frightened to admit their love, both thinking it could ruin everything they share. And as pursuing a medical degree eats into every moment of their lives, a tension backrub between Shirley and Alison becomes a whole lot more, with Brad and Jeff watching in shock. But instead of joining the two girls, Brad and Jeff hook up in their own “special” way. And it's the girls' turn to watch in stunned disbelief...but not for long. So...now Chloe's not speaking to Owen, who can't believe Brad hooked up with Jeff, who both may or may not be gay, while Shirley is angry with Alison for being a lot more comfortable with what they did than she is, and with Brad for ever wasting her time to begin with. Then there's Owen's ex, Laetitia... FRIENDS WITH BENEFITS is a tale of sexual identity and true love, a thinking person's "American Pie," a controversial romantic comedy with belly-laughs. wgae registered 10 Budget Top Sheet The budget for FRIENDS WITH BENEFITS is summarizes the various categories of the $360,000. This is a very realistic budget when Development, Pre-production, Production, and Postshooting on Digital Video. production phases of the film. It will continue to evolve and shift during production, but will always What follows is the “Budget Top Sheet,” which stay under $360,000. FRIENDS WITH BENEFITS budget ABOVE THE LINE Development (legal, printing, press releases, script) Producers Unit (producers’ salaries) Directors Unit (director salary, director’s Assistant, storyboards) Talent (actor salaries, casting, rehearsals, animals) A-T-L Travel/ Living (travel and lodging for cast) PRODUCTION Production Staff (first asst. director, script supervisor, and assistants) Art Direction (production designer) Set Decoration (set decorations/construction) Property Dept. (props) Directors of Photography's Unit (cinematographer, First Asst. Cameraman, B-cam operator, rental of camera and accessories) Electrical Unit (best boy salary, asst. gaffer, rental of lights) Grip Operation (grip salary, rental of dolly and grip package) Production Sound (production mixer and boom operator salaries, recording gear) Wardrobe Unit (costume designer salary, costumes) Make-up & Hair (makeup artist salary, hair stylist salary, supplies) Locations (food for cast and crew, site rentals, transportation) Studio Facilities (rental of studio space) POST PRODUCTION Editing (editor salaries, equipment, mixing) Music (score and songs rights) OTHER Insurance (commercial package and other) Legal & Accounting (contracts and accounting) Publicity (submission to film festivals, web development, creating buzz) Contingency (overruns and additional miscellaneous charges) TOTAL $ 40,500 41,300 8,400 25,500 18,600 39,500 8,600 10,000 5,100 20,100 6,500 8,500 5,700 5,700 7,000 22,000 12,000 20,000 10,000 6,000 4,000 2,500 32,500 $ 360,000 11 Our goal is to produce FRIENDS WITH BENEFITS, an independent (“indie”) feature film of the highest quality that, because of the controversial nature of its story, is destined to generate a curiosity-driven, must-see “BUZZ”, which will surely excite and intrigue general audiences, film festival coordinators, distributors and investors alike. financial success, as discussed below. Cable Networks We believe FRIENDS WITH BENEFITS is the type of film that HBO, Showtime, Cinemax, and like channels program regularly; plus there are additional outlets for the film on independent film channels like IFC and Sundance. Once the film is complete, we will begin submitting FRIENDS WITH BENEFITS to film festivals, such as Cannes, Tribeca, LA/IFP, Toronto, Sundance, where we will fervently promote it to secure its worldwide distribution. Film festivals are the quintessential market place for independent films. Soundtrack Album Acting as his own music supervisor, Bechard, utilizing both his vast knowledge of rock history and years worth of connections in the music industry, will be putting together a collection of songs from many well-known alternative and underground bands, making for a very “cool” and appealing soundtrack CD. How will FRIENDS WITH BENEFITS recoup its budget? FRIENDS WITH BENEFITS has many markets from which to potentially earn revenue. Any one of these markets could recoup the entire investment, considering our extremely low budget. But again, bear in mind that this is a highly speculative venture with no guarantee to recoup any of the initial investment capital. DVD The largest and most profitable market for a film like FRIENDS WITH BENEFITS is its American DVD release. According to an article in a recent issue of Daily Variety, DVD releases are “saving independent film.” The DVD release of FRIENDS WITH BENEFITS can potentially sell hundreds of thousands, if not millions, of copies. The same article goes on to say: “The impact of DVD in the specialty arena is massive, where edgy content, cult material, or even documentaries make for a precise fit with the format’s capacity to tap into an avid collectors’ market.” These markets include: Domestic Theatrical Because of it being shot on Digital Video, FRIENDS WITH BENEFITS could easily follow in the footsteps of many other “indie” digital features that have gone before it by playing the art house circuit, especially considering the certain controversy the film will generate. Most recently think: NAPOLEON DYNAMITE. In a recent issue of New England Film, Harvey Avidon of Boston Screen Partners was quoted as saying, “a film financed by an independent producer stands a real chance of making money.” Avidon goes on to add that he started his company “to convince investors that making profits in film is not just a movie fantasy. Big firms salivate over IPOs. I like to think of indie films as the IPO for smaller investors." Foreign Theatrical Aside from being an “indie” film at heart, the story is also global in scope with universally identifiable themes; in addition, there is a huge art film market in many countries, including France, England, Germany, Spain, China, India, and Japan. Domestic and Foreign Home Video (DVD, VHS) The DVD market has “exploded” over the past few years! because of this combined with the film’s selfperpetuating, controversial story line “buzz”, it is anticipated that this is the market where FRIENDS WITH BENEFITS will have the most CONCLUSION: THERE IS MONEY TO BE MADE ON INDEPENDENT FILMS! 12 guarantee that the film will sell at any of the film festival markets. or that there will be an advance. How does FRIENDS WITH BENEFITS get released on DVD? What happens if you miss the Tribeca deadline? Film Festivals will play a key role in securing distribution for FRIENDS WITH BENEFITS. Bechard has had tremendous success in film festivals around the world since late 2000 with the release of his short film, THE PRETTY GIRL. His short films have played in over 20 film festivals, while YOU ARE ALONE has played 15, with the list still growing. Chronologically, we would move right on to the next big film festival in line, Cannes. While not every film festival is a buying mecca, there are a number of prestigious festivals where deals are regularly made, including: Cannes (May/deadline March); IFP/Los Angeles (June/deadline March); Telluride (August/deadline July); Venice (September/deadline July); Toronto (September/deadline in late May); and Sundance (January/deadline in early October). YOU ARE ALONE has made quite a splash by playing a number of the mid-sized fests, such as Sidewalk, Northampton, and Avignon/New York. Festivals get your film noticed! Our goal is to have FRIENDS WITH BENEFITS completed in time for submission to the 2007 Tribeca Film Festival. According to THE FILM FESVITAL SURVIVAL GUIDE, Tribeca has grown into one of the top ten film festivals in the world for independent features. Last year is was a haven for acquisitions, with an unprecedented number of deals being made during the festival. What are buyers looking for at these film festivals? At Tribeca, Cannes, Toronto, and other top film festivals, buyers from around the globe acquire films for release through their distribution companies. At these festivals, FRIENDS WITH BENEFITS will most likely be represented by a sales agent (such as Washington Square Arts, which reps YOU ARE ALONE) who will negotiate and close the best possible purchase contract from world-wide distributors. As an incentive, this agent will be paid a commission on the purchase price, BUT only after the sale is completed. At home, we will screen the film for every possible United States distributor, with our U.S. agent (who is also working on commission) acting as our representative to again negotiate and close the best possible purchase contract. In a nutshell: quality, particularly of content. A film with a storyline that can create a certain “buzz” for itself, in essence becoming its own promoter, is the ideal product. Because of the nature of its story, and the reputation of its director, FRIENDS WITH BENEFITS has that built-in “buzz” element. Bob Berney of Newmarket Films (which released the “indie” hits MONSTER, THE PASSION OF THE CHRIST, MEMENTO, THE WOODSMAN, and WHALE RIDER) said, “Usually we’re looking for something under the radar.” According to author David Geffner: “Art films look, smell and feel different from their antecedents because that's the best way they'll sell.” People who go to art houses are looking for something more than explosions and special effects. They don’t want the next Julia Roberts film, they want the next great unknown: a film with enough head-turning originality and “buzz” to get noticed. We know there’s no guarantee, but out of curiosity, what do films sell for at one of these festivals? You honestly can never tell . . . but historically films have sold for as high as ten million dollars, which of course is the very rare exception. On average, a good purchase price for worldwide distribution rights is in the one to two million dollar range. A low purchase price would be an advance of a few hundred thousand dollars for North American distribution rights. And of course, there is no FRIENDS WITH BENEFITS IS THAT FILM! It deals with a questionably taboo subject...and a little controversy never hurt film sales. Its solid script, backed by beautiful cinematography, nuanced performances, and a haunting soundtrack, will be everything the art film buyer is looking for in a feature film. 13 Time Table: The script to FRIENDS WITH BENEFITS was originally written in 1999. To help in both creating “buzz” and selling the film, a good trailer (film preview) is very important. Because of our connections to ifilm.com (see below), we’ll be able to get the trailer to FRIENDS WITH BENEFITS online and available for anyone to see, free of charge...as we did with the trailers and music video for YOU ARE ALONE. What We Were Thinking Films, Inc. was created in early 2004. Casting for FRIENDS WITH BENEFITS will begin in late Spring 2006, in New York City. We will also develop a MySpace page for the film, creating interest in the world biggest playground of young adults. (YOU ARE ALONE has two myspace pages, one for the film, one for the soundtrack.) Script rewrites, along with rehearsals and readings, will continue through late summer 2006. Production is expected to begin in FALL 2006, for six weeks, working five days per week. According to the book “Shoot Me,” filmmaker Ted Bonnitt, in discussing how he marketed his first film said: “we have had nearly a half-million people watch our trailer on ifilm. That’s huge.” He also adds: “you can market your movie globally on the internet for no money whatsoever.” Then, the meticulous Post-Production process continues until the middle of December 2006. By the second week of December 2006, we will have a finecut version of the film, ready in time for the Tribeca deadline. Bechard’s dramatic short, THE PRETTY GIRL, and his music video for the Trollops’ “Down On Me,” have surpassed the 640,000 view mark and the 1,320,000 view mark respectively, landing both of these works into ifilm’s all-time top 10 list. The trailer for YOU ARE ALONE was viewed by over 25,000 people in its first week online. Again, if we should miss the Tribeca deadline, we aim next for Cannes, Los Angeles/IFP, or the American Film Market. Any of these film festivals will offer us ample opportunities to screen FRIENDS WITH BENEFITS for film buyers. What if you don’t get accepted into one of the film festivals? Bonnitt goes on to say: “Packaging is all-important. I had everything packaged. I had a soundtrack album. I had the poster.” Most of the larger film festivals offer screening rooms from which you can meet with buyers to screen your film. We can also bypass the film festival circuit altogether and go directly to the various U.S. distributors for North American distribution, or seek worldwide distribution through an international sales agent. As you can see from the cover of this prospectus, we already have a very impressive and eye-catching poster design. And with Bechard’s musical connections, a deal for the release of a soundtrack CD is a virtual certainty. How do you get people to hear about FRIENDS WITH BENEFITS? Next, we aim for reviews. According to Bonnitt: “A good New York Times review books you all over the country.” Also, the premiere film and TV industry publications, Variety and the Hollywood Reporter, always review films from the major festivals. These will help in not only creating a large audience “buzz,” but also in attracting the attention of prospective buyers. In a word: “BUZZ!” The story itself is daring and humorous. It takes our sexuality for a comedic ride, examining what’s really going on in the bedrooms of this nation’s twentysomethings. 14 LATER and OPEN WATER, and the film festival favorites, PERSONAL VELOCITY, TADPOLE, THE ANNIVERSARY PARTY, DOGVILLE (with Nicole Kidman), DANCER IN THE DARK, and THE CELEBRATION. Currently, it is the format of choice for independent filmmakers around the world. Who will star in the film? We will attempt to populate the film with brilliant new stars. (Such as Jessica Bohl, who radiated in YOU ARE ALONE, winning two best actress awards in her FIRST film role.) We will also look for recognizable names for a few of the smaller roles. But instead of dropping names now, we will announce them in a timely fashion through our investor email newsletters when acting contracts are finalized for each of the pertinent roles. Even mainstream Hollywood studios, which, in the past, have relied so heavily and almost exclusively on celluloid media, are attempting to make the switch to Digital Video. Consider that almost all of the Hollywood “blockbuster” COLLATERAL (with Tom Cruise) was shot in Digital Video. Why Digital Video? Digital Video is most assuredly less expensive than traditional celluloid film media. Most incredibly, however, this format does not in any way diminish the typical high-end visual quality which is expected of films made in this day and age. CONCLUSION: DIGITAL VIDEO IS HERE TO STAY! FRIENDS WITH BENEFITS is positioned to take advantage of Digital Video’s rise in the filmmaking world. But there’s more to it...so much more, as history will attest! Consider the following: The field of feature films shot on video format exploded in 1999 with THE BLAIR WITCH PROJECT. It was the first feature film of its kind shot entirely on video that earned as much money at the box office as most of the major Hollywood releases shot using typical celluloid film. Where is FRIENDS WITH BENEFITS being filmed? A large portion of FRIENDS WITH BENEFITS will be shot locally at the spacious and appropriately wellequipped TriPeg studios in Hamden, Connecticut. This will allow us greater control of the production quality especially with regards to the look and sound of the film. Following the video evolutionary process, Digital Video technology has significantly improved the visual quality of this format. In recent years, there has been a dramatic increase in the number of films having originated on the Digital Video format. Today, at any given film festival, more than half the films were shot on Digital Video. Exterior locations will be shot in and around New Haven. Many of today’s major filmmakers and cinematographers (including Spike Lee, Lars Van Trier, and Barbet Schroeder) have since worked in this exciting new medium. In fact, following this trend, most critically acclaimed “indie” hits today were shot on Digital Video. These include the Academy Award® nominated film, PIECES OF APRIL, the smash horror hits, 28 DAYS 15 The Fine Print An investment in any film involves a high degree of risk and is suitable only for investors who can afford to bear those risks and have no need for immediate or even short-term liquidity from such investment. Partners will be able to enter into any distribution, license, or sale agreements or that the proceeds from these agreements, if any, will be sufficient to recoup any or all investment capital or to provide any return on investment. Each prospective investor should consider carefully the risk factors attendant upon such an investment, Domestic Theatrical Agreement: and should consult their own legal, tax, and financial advisors with respect thereto. In certain DOMESTIC THEATRICAL Sale or Distribution agreements, the portion of the cash flow An investment in any film is highly speculative. received by the General Partners and the Limited There’s no guarantee for recoupment of any Partners is based upon a percentage of the box office capital used for this investment. receipts. Under these arrangements, the Distributor incurs all marketing and advertising costs associated To provide a return to the Limited Partners in this with distributing the film. Such agreements generally offering, the General Partners (What Were We require the recouping of all marketing expenses Thinking Films, Inc., Gorman Bechard and Frank before cash distribution to the General Partners and Loftus) must either: a) sell the Film outright; b) Limited Partners can be made. Under such License the distribution rights to a major or minor agreements, the General Partners will have either studio or distribution company; or c) consider self- limited or no control over additional expenses that distribution. need to be recouped by the Distributor before the Limited Partners receive any cash distributions. To reach this stage, the General Partners must complete the pre-production, principal photography, If this situation were to present itself - if this sort of postproduction, and marketing process. Yet, there is distribution deal were entered into - then the General no guarantee that upon completion of the above the Partners may endeavor to hold out certain territories film will sell, and that any part of the investment will as insurance against just such a contingency. be recouped. Likewise, this does not necessarily limit or prevent sales in other markets. The General Partners will take all reasonable steps to ensure no overrun of the budget. The General Screen Actor’s Guild Agreement: Partners agree to cover any overrun out of pocket, to ensure the completion of the film. In order to obtain the best cast available for FRIENDS WITH BENEFITS, the General Partners External Agreements: may enter into a signatory agreement with the Screen Actor’s Guild (SAG), which will allow for union actors Because the best chances for selling FRIENDS to appear in the film at a lower than normal up-front WITH BENEFITS begin at the film festival markets salary. When the film is purchased for distribution, after the film has been completed, there are no the balance (the difference between the low budget currently existing sales or distribution arrangements salary rate and the normal SAG day-rate) will be due and the General Partners do not anticipate entering to SAG. Based on our careful projections, we into any such agreements prior to completing the film. anticipate this amount to be approximately $50,000. The General Partners have made no arrangements According to the anticipated SAG Agreement, this for the sale or distribution of the film and do not amount must be paid prior to any investor expect to do so until after completing production. reimbursement. On completion of the film and despite best efforts, NOTE: The offer contained in this prospectus is VOID there can be no assurances that the General in the state of Pennsylvania, and this investment opportunity is not available to its residents. 16 Limited Partners Shares: The Limited Partner shares do not possess voting rights. Consequently, the Limited Partners must rely on the General Partners for the management and day-to-day operations of the Company. Limited Partners must also rely on the General Partners for the management of all artistic matters and decisions regarding the film FRIENDS WITH BENEFITS. General Partners, jointly or individually, may be involved with other business ventures that may compete with the business of the Company, but at no time will they ignore or postpone responsibilities directly related to the completion and distribution of the film. The Limited Partners will not have a right to participate in the management of the business of the Company, of the film, or in the decisions of the General Partners. Accordingly, no prospective Limited Partner should purchase shares unless he or she is willing to entrust all aspects of management of the film and its completion to the General Partners. When Do Limited Partners receive money? Each unit is valued at Nine Thousand Dollars ($9,000.00), representing a one and a quarter percent (1.25%) Share of the Film’s Profits after investor payback. (Half-units and quarter units can also be sold at a prorated cost.) Until recoupment of the initial $360,000 budget is reached, and after all monies due to the Screen Actor’s Guild are paid in full, all monies received by FRIENDS WITH BENEFITS (after all monies due to the Screen Actor’s Guild are paid in full) will be paid to the Limited Partners (the investors). After this breakeven point is reached, profits will be divided equally, a 50/50 split, between Limited Partners and General Partners. FOR ILLUSTRATION PURPOSES ONLY, we provide the following three examples of what an investor might expect as monetary return if the film should be purchased under a variety of contractual arrangements: If the film were to sell for $200,000 up front. The U.S. agent handling the sale would receive a fee of no more that 20%, leaving $160,000. Approximately $50,000 would be due to the Screen Actor’s Guild, leaving a balance of $110,000. That amount would then be disbursed pro rata to the investors. Thus on an investment of $9,000 (one unit), the investor would be paid back $2,750 toward your original investment. (Note: there could still be other markets and areas where the film might be sold.) Any cash distributed to the Limited Partners will be derived from the sale or licensing of the distribution rights to, or from, the film. As previously stated, investing in film involves a high speculative risk and If the film were to sell for $1,000,000 up front. The agent there’s no guarantee of any return on or handling the sale would receive a fee of no more that 20%, reimbursement of investment. leaving $800,000. Approximately $50,000 would be due to the The General Partners expect it will be a minimum of one year from the start of production before any revenue from the sales of FRIENDS WITH BENEFITS can be expected. Screen Actor’s Guild, leaving a balance of $750,000. Of that amount, $360,000 would then be disbursed to the investors. Thus on an investment of $9,000 (one unit), the investor would be paid back the entire $9,000. The remaining $390,000 would then be split evenly between the General Partners and the Limited Partners. A $9,000 investment would net one and a quarter percent of that amount, thus a $4,875 profit on your investment, after payback. The second year could see the largest share of revenue, with sales continuing throughout the life of If the film were to sell for $2,000,000 up front. The agent the film. handling the sale would receive a fee of no more that 20%, Investment Structure: What Were We Thinking Films, Inc. will be the General Partner in FRIENDS WITH BENEFITS, LIMITED PARTNERSHIP. leaving $1,600,000. Approximately $50,000 would be due to the Screen Actor’s Guild, leaving a balance of $1,550,000. Of that amount, $360,000 would then be disbursed to the investors. Thus on an investment of $9,000 (one unit), the investor would be paid back the entire $9,000. The remaining $1,190,000 would then be split evenly between the General Partners and the Limited Partners. A $9,000 investment would net one and a quarter percent of that amount, thus a $14,875 profit on your investment, after payback. FRIENDS WITH BENEFITS will be comprised of the General Partner and a as-yet-to-be-determined Again, please note, investing in this film or any other film is number of Limited Partners. There are a total of forty highly speculative, and there’s no guarantee of any return on an (40) Units available for sale to the Limited Partners. investment. 17 PO Box 6260 Hamden Connecticut 06517 tel: 203-287-0728 | fax: 203-287-9086 Gorman Bechard cellular: 203-988-4248 Frank Loftus cellular: 860-803-1690 email: [email protected] www.whatwerewethinkingfilms.com www.YouAreAlone.com