A Proposal for

RIDING ON DUKE’S TRAIN

An Animated Feature Film

(Based on the Novel of the Same Name)

By

Ken Kimmelman Ken Kimmelman, President Imagery Film, Ltd. 91 Bedford Street New York, NY 10014 212-243-5579 imageryfilm.com ifl@mindspring.com

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RIDING ON DUKE’S TRAIN (Based on the Novel of the Same Name)

“I knew Duke Ellington for over 25 years. Duke was my mentor.

The Ellington in Mick Carlon’s Riding on Duke’s Train, is the man I knew. Mick Carlon is a soul storyteller. I’ve read the screenplay by Carlon

and Kimmelman three times and it becomes richer with each reading.” Nat Hentoff, Jazz Historian, Critic and Columnist EXCUTIVE SUMMARY: The animated film industry continues to be one of the fastest growing segments of worldwide cinema. The animated feature, such as RIDING ON DUKE’S TRAIN, represents a wide-open field for the exploration of the creative process using new technologies and artistries to tell the story. The global animation market is a $220+ billion industry growing at the rate of from 7% to 10% per year, cutting across all demographics. Animated features may be targeted to children (typical Disney features, such as FINDING NEMO) or to adults (THE TRIPLETS OF BELLEVILLE) or to both (THE POLAR EXPRESS). The well-crafted animated feature, such as RIDING ON DUKE’S TRAIN, successfully appeals to a demographic from younger children (pre-adolescent) to older adults who hold to a certain nostalgia about the topic and themes of the film.

RIDING ON DUKE’S TRAIN, set in 1939 on the cusp of World War II, is about a young black orphan boy (Danny) who literally stumbles upon bandleader Duke Ellington’s private rail cars, is discovered as a stowaway, and is “adopted” by Ellington and the members of his band. Danny’s adventures with the Ellington family lead to his eventual achievements in life as an adult. Ultimately, the success of most genres of feature film is based on the quality of the story-telling. This principle is especially true of animated features, since they are not “action films,” “blockbusters,” or reliant on technical effects as are certain live-action genres. Films that are story-based first and foremost achieve their success by:

! A central premise with a universality that reaches into the heart and core of

viewers that is simple, emotional and “real”

! An enticing “hook” which immediately grabs the viewer’s attention and keeps it sustained through action

! Authentic dialogue which clearly communicates the intent of the story, with an

attention to detail, especially what the characters are hearing, seeing, touching, tasting, smelling, etc.

! Strong character development, with multi-dimensional characters who change

over time – thus is presented the story arc of a journey of transformation

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! A strong implication of the characters’ inner monologue – insight into the heart

and soul of the characters

! A central character who is on a quest

! An antagonist or challenges that serve to put the central character(s) in position to overcome them and prevail

! Sustained, modulated action within a well-defined space of action

! An ending with a resolution of conflict and a demonstration of the character’s

growth from where the story began RIDING ON DUKE’S TRAIN contains all of these elements in a very strong script with wide appeal. Along with top-quality animation techniques, this feature is both a literal and figurative journey. By the time viewers leave the cinema, they will have taken an emotional and historical ride on Duke’s train, which will initiate and sustain excellent word of mouth about it. Coupled with marketing and advertising campaigns, the return-on-investment for RIDING ON DUKE’S TRAIN is potentially significantly profitable. With a product strategy that carefully considers the worldwide first-release cinema market with the after-market in DVD sales and other potentials, the economic success of RIDING ON DUKE’S TRAIN is assured. And make no mistake, RIDING ON DUKE’S TRAIN does have global appeal: the love of jazz music, Duke Ellington, and Black culture is widely documented in European and Asian markets particularly. These considerations will ensure that RIDING ON DUKE’S TRAIN takes its place among top performers in a growth market eager for new animated product and its ancillaries.

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RIDING ON DUKE’S TRAIN PURPOSE: RIDING ON DUKE’S TRAIN, a feature-length animated movie, captures the excitement and drama of life aboard DUKE ELLINGTON’S private rail cars, as well as the historic 1939 tour to a Europe poised on the brink of World War II. Based on Mick Carlon’s best-selling book of the same title, the film is a window into the legacy of America’s own music—jazz—through the prism of the magnificent, legendary composer and bandleader, DUKE ELLINGTON. RIDING ON DUKE’S TRAIN provides the potential for ongoing delight in, and perpetuation of, the important contributions of this American master, icon and musical genius. The younger generation of today will discover a unique and major aspect of American culture. Audiences of all ages, and those lucky enough to have heard Ellington and his Orchestra live, will be sublimely educated and entertained by the dazzling RIDING ON DUKE’S TRAIN. OVERVIEW: As an animated film, RIDING ON DUKE’S TRAIN offers the potential of inventive, expressive and tremendously exciting visuals, combined with loving and creative imagination, bringing both fact and fiction to life. The film is sure to hit a grand slam with high musical, educational, cultural, and entertainment values, as it tells the story of Ellington and his band through the eyes of the fictitious 10 year-old Danny Bolden. JAZZ AT LINCOLN CENTER has endorsed RIDING ON DUKE’S TRAIN and supports the film as mission-aligned with their mandate to preserve and promote the culture of jazz – as well as to educate and inspire today’s youth about jazz and its important message against the brutality of racism. Jazz at Lincoln Center is slated to provide the music for the film under the direction of modern-day jazz icon, WYNTON MARSALIS, who established Jazz at Lincoln Center on the ethic of Duke Ellington. The content and message of RIDING ON DUKE’S TRAIN is so important to the cultural heritage of our nation, that we will hold free screenings for young people in major cities of the United States. This purposeful education mission also includes talk-backs and talks by distinguished guest speakers knowledgeable in jazz history and technique. Study guides will be available at the screenings, along with copies of the book on which the film is based. STORYLINE: Told in flashback, RIDING ON DUKE’S TRAIN is about ten year-old Danny Bolden, an African-American boy living in the backwoods of Georgia with his beloved Granny, in the 1930s. His life is suddenly and dramatically changed when his Grandmother dies, and he is left an orphan. Facing an uncertain future, Danny decides to take his chances; he leaves his home and heads north to seek a new life. One moonlit night, he comes upon a beautiful silver train. Entranced by this almost ethereal vision he sneaks aboard. Danny soon discovers he’s on Duke Ellington’s private train carrying the legendary jazz composer and his famous orchestra. Ellington and his talented musicians take Danny under their wing and make him part of their touring family, with Ellington’s lead vocalist, Ivie Anderson, becoming a big sister to him. The adventure begins!

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Duke Ellington and his band in front of their private train.

Through Danny’s wondrous eyes, we meet Ellington up close and learn about Duke’s passion for music, his care for knowledge, his generous nature and his undying energy. Duke shows Danny how to copy music for the band and he learns to play on the great Cootie William’s old trumpet. Danny travels across the U.S. with the orchestra, playing small and large venues, such as the Howard Theatre in Washington, DC, and the Apollo in New York. The boy is bowled over by the sights and sounds he is exposed to. When Duke’s orchestra travels down south, Danny finds himself in a hair-raising racial situation from which he is narrowly saved. The boy accompanies the orchestra on their triumphant 1939 European tour. While Duke and his musicians are hailed in Paris, Danny falls head-over-heels for a young Parisian girl and marvels at the sights of the city from the back of her scooter. On their way to Scandinavia, Duke and the orchestra are detained in Nazi Germany. Danny and the band members are pursued by the Gestapo through the streets of Hamburg and are miraculously rescued by young German jazz enthusiasts. The European tour winds up with Duke’s majestic concert in Sweden celebrating his 40th birthday. Book-ending the story is a flash-forward to Danny, now on in his years, and living and teaching music in England. PRODUCTION: RIDING ON DUKE’S TRAIN is a beautifully designed feature-length odyssey utilizing a combination of Digital 2-D animation and the latest in CGI technology. It’s slated to be produced by the esteemed Canadian animation studio, BARDEL ENTERTAINMENT, INC. Bardel has provided script-to-screen creative services for the international animation industry for over 24 years, partnering with almost every major Hollywood studio including Disney, Dreamworks, Nickelodeon, Warner Bros., Fox, Paramount, Sony, and Turner/Cartoon Network. Bardel has also enjoyed a long and fruitful relationship with Nelvana, Canada's largest studio.

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Bardel produces content in Traditional and Digital 2D as well as CGI (Maya) and is known for the being one of the few studios in Canada with both feature film and television experience. The company has, in conjunction with the above-named studios, produced the following major animated feature productions: The Prince of Egypt, Space Jam, Anastasia, Adam Sandler’s 8 Crazy Nights, Bebe’s Kids, Spirit: Stallion of the Cimarron, and most recently, Salma Hayek’s The Prophet, adapted from the best-selling book by Kahlil Gibran. Bardel also produced the television series Bob’s Burgers and Teenage Mutant Ninja Turtles. The cast of RIDING ON DUKE’S TRAIN will be drawn from A-list talent. Currently under review for key roles are Morgan Freeman as the older Danny (the narrator); James Earl Jones, Jr. or Will Smith in the role of Duke Ellington; the voice of young Danny, by Jaden Smith, and Ivie Anderson’s voice by Jada Pinkett Smith. The film’s spectacular soundtrack will be a carefully selected, with an appropriate and correct array of Ellington’s evergreen music recorded by the Jazz at Lincoln Center Orchestra under the supervision of Wynton Marsalis. FORMAT: RIDING ON DUKE’S TRAIN will be filmed in a wide-screen, digital format with 35mm print distribution. BUDGET: The budget for RIDING ON DUKE’S TRAIN, including pre-production and production, is estimated at twelve million dollars. The Canadian government will provide approximately half the budget through its grant programs. DISTRIBUTION: The film’s target audience is young persons familiar or unfamiliar with jazz and the great music of Duke Ellington, and of course, music lovers around the world from 8 to 80 and beyond. Because of the film’s cultural, educational, and entertainment value, it will be widely distributed as family-friendly entertainment in the Americas, Europe, and in the Far East on all platforms, including theatrical, VOD, BluRay and DVD. It will also be distributed to schools and libraries. The film will be suitable for broadcast licensing around the world, and is expected to be especially sought after in countries such as France, Germany and Japan, where jazz music is particularly prized and appreciated. KEYS TO SUCCESS: The development model for RIDING ON DUKE’S TRAIN allows producers to efficiently combine the use of emerging talent, along with a prudent use of “A” list actors, to employ high-performance staff, and oversee a well-managed overhead – placing a high degree of value per budget dollar on screen. The end result is the very best film product possible. Strategies to success include:

a) Protect the money b) Start with a great story c) Work smart d) Work efficiently e) Produce the very best entertainment product possible f) Calculate exposure of the final product through all of the existing and

emerging markets available to us at the time

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ANIMATED MOVIE MARKET ANALYSIS: (All figures sourced from Box Office Mojo/Imdb and the Motion Picture Association of America) The global animation industry is a $220+ billion industry growing at the rate of from 7% to 10% per year. The rapid advancement of technology has made computer animation one of the fastest growing industries in the motion picture business. The exposure generated from increased broadcast hours in cable, satellite TV, as well as the internet has helped create a greater demand for animated entertainment, especially in the feature film market. The major animation markets include the United States, Canada, Japan, China, France, Britain and Germany. Concurrently these same markets are the ones that most support jazz music. The top-grossing animated feature films from 2010 to the present in terms of worldwide gross are: 1. Frozen (2013) 1,279,852,693 2. Toy Story 3 (2010) 1,063,171,911 3. Despicable Me 2 (2013) 970, 761,885 4. Ice Age: Continental Drift (2012) 877,244,782 5. Shrek Forever After (2010) 752,600,867 6. Madagascar 3 (2012) 746,921,274 While the figures noted above reflect the mega-power of the major animation studios, the gross on animated films produced independently (and often for more sophisticated audiences) also show more than respectable profit margins. Top-grossing independent animated films of the last several years (by year) are: 1. The Wind Rises (2013) 136,333, 220 2. Ernest & Celestine (2013) 5,075,362 3. The Rabbi’s Cat (2011) 3,734,799 4. Secret World of Arietty (2010) 145,570,827 5. Chico and Rita (2010) 2,347,919 6. A Cat In Paris (2010) 2,080,634 7. Waltz With Bashir (2008) 11, 125, 849 7. Howl’s Moving Castle (2004) 235,184,110 8. The Triplets of Belleville (2003) 14,776,76 Even a cursory glance at the market for animated feature films over the last decade shows that, relative to budget and number of screens, animated feature film nearly always make money. There are very few “failures,” and it’s apparent that those which don’t make money suffer from deficiencies, such as poor production values, lack of solid story, limited distribution, etc. PRODUCT STRATEGY: RIDING ON DUKE’S TRAIN is a prime candidate for a solid after-market. According to the Motion Picture Association of America, film revenue growth for the major studios has been driven by home video. DVD sales are increasingly becoming the largest contributor to overall total sales of individual films. Merchandising opportunities can be achieved in clothing items, a range of toys (including train-related toys and music-related toys), musical-themed items,

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and ancillary items, such as calendars, mugs, bags, etc. over a wide range of demographics. THE VIDEO GAME MARKET: (Statistics according the Entertainment Software Association) The gaming market is a growing multibillion industry, projected to reach $242.92 billion by 2016. It’s estimated that currently, 59% of American play video games, 29% under the age of eight and 32% in the 18-35 year-old category; 56% percent of parents say video games are a positive part of their children’s lives. The top trends in the gaming market include: 1. The gaming population is becoming more diverse, with an increase in women and older-generation gamers. Consequently, more games are being tailored to these demographics. 2. Gaming families and friend networks are becoming the norm. 3. Revenue from games and game content is up and on par with the movie industry. 4. Games are going more and more mobile In the U.S. 5. With 91% of games developed geared towards teens and kids, there are many options available outside of mature games. The development of kid- and teen-friendly games based on RIDING ON DUKE’S TRAIN across multiple platforms represents a lucrative potential. Major developers in the industry: Microsoft Corp, Mattel Inc., Lego Group, Sony Corp., Takara Tomy Co. Ltd., Bandai Namco Group, and Nintendo Co. Ltd. can be challenged to devise games based on the story both from educational and purely entertainment points of view, which are consistent with the Ellington ethos, image and brand. THE ELLINGTON BRAND: Duke Ellington was a prodigy and genius. He began composing as an adolescent and never stopped, amassing a catalog of music approaching 3,000 works. In addition, he was a pianist, arranger, orchestrator, painter, writer and wit. From 1923 until his death in May 1974 he worked continuously, keeping his band together and relevant nonstop. Always ahead of his time, his music covered many genres. There is probably no serious musician past or present who doesn’t acknowledge a debt of gratitude to Ellington:

At least one day out of a year, all musicians should just put their instruments down and give thanks to Duke Ellington.

Miles Davis

Duke Ellington always had a style: original, clean with interesting color combinations. He had an artist's eye.

Wynton Marsalis You know, I always when people ask me, like, what is my

most favorite song, I quote Duke Ellington. Stevie Wonder

I was also inspired by Ellington's own philosophy, which he thought

the same way about his music – he constantly rearranged and reinvented his own compositions. Sometimes in quite radical ways.

Joe Jackson

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The Duke Ellington Orchestra at a 1930s recording session.

By 1939, when RINDING ON DUKE’S TRAIN is set, Ellington had already contributed to the American Songbook. Tunes such as “In A Sentimental Mood,” “It Don’t Mean A Thing If It Ain’t Got That Swing,” “Mood Indigo,” “Sophisticated Lady,” “Solitude,” ”Caravan,” and “I Let A Song Go Out Of My Heart,” among others, continue to be recorded and played today. RIDING ON DUKE’S TRAIN (novel) author, Mick Carlon, notes when he plays Ellington’s music to young people who’ve never heard it, they come alive and become fans. RIDING ON DUKE’S TRAIN, the film, will attract viewers who already know and love the Ellington brand, and potentially will captivate and engage new generations of film-goers who will attach to the story and come to love the music as well. SUMMARY: RIDING ON DUKE’S TRAIN is seeking straight capital investments with profit participation and/or capital investment with an equity position in the film project. Target markets are clearly defined, across a wide demographic of “all ages,” from young people, to young adults, to parents and grandparents. This wider market is on a consistent growth trend as the world continues to expand into digital markets that are far from saturated, and those for whom quality entertainment holds a major appeal. Independent animated features of this nature have proven consistently profitable. The current dominance of the worldwide box office market, and the appetite for more products both point to the potential financial success theatrically. Plus, by making focused use of the other growing ancillary and emerging markets (DVD, the Internet, gaming) there is a potential for control of the positive return over and over again – from the one product for a one time investment. The root of success for RIDING ON DUKE’S TRAIN is the combination of a great story,

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well-managed production costs, and an experienced production team working through a unified goal to produce quality entertainment. ABOUT KIN KIMMELMAN: Ken Kimmelman, award-winning filmmaker, is president of Imagery Film Ltd. (imageryfilm.com), and a consultant on the faculty of the Aesthetic Realism Foundation (AestheticRealism.org), a not-for-profit educational foundation in New York City. He produced films for the United Nations against prejudice and apartheid. He is the recipient of

an Emmy Award for his anti-prejudice public service film The Heart Knows Better, airing nationally on TV, including CNN & ESPN. The U.S. Department of Defense’s Armed Forces Radio/ Television Services has shown it in 58 countries. The New York Yankees have been showing it at their home games at Yankee Stadium since 1995. He also received a 1997-98 Emmy Award for his contributions to Sesame Street, and as a director on the animated TV series Doug, received Emmy nominations in 1992 & 1993, and a 1993 Ace Award nomination. Mr. Kimmelman’s film, Thomas Comma (2010), the animated adventure of a lonely comma looking for the right sentence, won many awards, including “Best Animation,” New York International Film Festival; “Platinum Remi Award, “ Worldfest Houston International Film Festival. It is being broadcast on PBS stations. Hot Afternoons Have Been in Montana (2006), based on the 1925 Nation prize-winning poem by Eli Siegel,

won the “Best US Short,“ Avignon/New York; “Gold Remi Award;” “Grand Festival Award in the Arts,” Berkeley Film Festival, among others, and airs on PBS. His public service film against homelessness, What Does a Person Deserve? received the Silver Cindy Award and airs nationally on TV and has been screened in movie theatres. In 1968 he produced and directed the documentary People Are Trying to Put Opposites Together about Eli Siegel, the American poet, critic, and founder of Aesthetic Realism, televised on WNET-TV Channel 13. He also produced promotional films for NBC, political films, theatricals, TV commercials, and a film for New York City Opera’s Beatrix Cenci, performed at Lincoln Center. He made numerous films for “Sesame Street,” including Elmo’s World, and was a director of the animated TV series Clifford’s Puppy Days, Daria and The Wild Thornberries. He also produced films for the Children’s Museum of Manhattan. He is currently in collaboration with Jazz at Lincoln Center on an animated feature-length film about Duke Ellington, and is in development on several documentaries: “Fascinating Rhythm: Dr. Jimmy Slyde,” about the great tap dancer; a TV series titled “American Women Undercover,” and Horn & Hardart’s Automat. Ken Kimmelman taught film and animation at New York University, the School of Visual Arts, teaches Film Studies at the Aesthetic Realism Foundation, and is on the Advisory Board of the High School of Art and Design. At the Modern Language Association’s annual conference in Los Angeles in 2011, he gave a ‘Special Presentation’ titled Aesthetic Realism and the Literary Cinema of Ken Kimmelman. In 2006 in the Artists Talk on Art series given at SVA, he presented Aesthetic Realism: The Opposites of Technique and Feeling in Film. He also recently gave presentations of Film—and ‘The Art of Enjoying Justice’! at the Masters Program at Syracuse University; the City University of New York;

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Stanford University, and Wilfrid Laurier University in Canada. His talk, Can Contempt Be Animated? was presented at the Flushing Library, and other institutions. He has been a guest lecturer at the Manhattan School of Music, and has presented papers on the lives and work of D.W. Griffith, Charlie Chaplin, Ingmar Bergman, and others. His articles have been published in journals and newspapers across the country. His work was part of the 2006 Whitney Biennial Peace Tower. As a lecturer on the answer to racism and bullying he has spoken at the Brooklyn Children’s Museum, the annual Queens Borough Public Library Tribute to Martin Luther King, Jr., the Flushing Library, in schools from New York to Oregon, and in colleges and organizations, such as the CSEA (New York City & State Employees Association) educational conference, and workshops at AFSCME (American Federation of State, County, and Municipal Employees). A founding member of Housing: A Basic Human Right (housingaright.org), he participated in presentations at many colleges, including at Boston University, where he was the Keynote speaker; Vassar; NYU; Pace; Dickinson, and at the American Institute of Architects 2000 Convention in Philadelphia, the annual conference of the National Student Campaign Against Hunger & Homelessness at the University of Maryland; the Campus Outreach Opportunity Conference (COOL) at Harvard University; the Public Policy Institute at North Shore Community College, Lynn, MA, and more.

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