HALLMARK SIGNS AGREEMENT TO BUY RHI ENTERTAINMENT

KANSAS CITY, Mo. -- Hallmark Cards and RHI Entertainment signed a definitive agreement for Hallmark to purchase RHI, a production-distribution company, for $365 million in cash.

all outstanding shares of common stock at $36 per share, and all outstanding convertible subordinated debentures.

Robert Halmi Sr., chairman, and Robert Halmi Jr., president and chief executive officer, will continue to serve in these capacities following the acquisition, and will retain a small equity interest in the company.

RHI is the leading independent producer of long-form television programming, including mini-series and movies of the week. RHI develops and produces family-oriented programming with recognized performers. RHI also distributes its original productions and acquired programming to media domestically and internationally.

Hallmark and RHI have had an eight-year association through RHI's role as producer of five "Hallmark Hall of Fame" television specials.

"RHI Entertainment represents an opportunity for Hallmark to enhance television production efficiencies and profitably extend our involvement in the long-form television programming business," said Irvine O. Hockaday Jr., Hallmark president and chief executive officer.

"Our company has always had a family orientation with a strong emphasis on quality and creativity. This acquisition underscores that long-standing commitment."

Hallmark, which also owns Binney & Smith, Easton, Pa., reported revenues worldwide at $3.4 billion last year.