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MGM Holdings Corp, et al. – ‘SC 13D/A’ on 12/15/94 re: Carolco Pictures Inc

As of:  Thursday, 12/15/94   ·   Accession #:  950127-94-40   ·   File #:  5-38054

Previous ‘SC 13D’:  ‘SC 13D/A’ on 8/22/94   ·   Latest ‘SC 13D’:  This Filing

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/15/94  MGM Holdings Corp                 SC 13D/A               3:32K  Carolco Pictures Inc              White & Case LLP/FA
          Credit Lyonnais
          Credit Lyonnais International Services
          MGM Holdings Corp
          MGM Holdings Corporation

Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment #3 to Schedule 13D                          12     50K 
 3: EX-99       Joint Filing Statement (Exhibit H)                     1      6K 
 2: EX-99       Termination Agreement (Exhibit G)                      4     20K 


SC 13D/A   —   Amendment #3 to Schedule 13D
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"Schedule 13D
4Item 2. Identity and Background
"Item 3. Source and Amount of Funds of Other Consideration
"Item 3. Is Hereby Amended and Supplemented as Follows:
"Item 4. Purpose of Transaction
"Item 5. Interest in Securities of the Issuer
6Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
"Item 7. Material to Be Filed as Exhibits
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________ SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Carolco Pictures Inc. (Name of Issuer) Common Stock, $.01 par value per share (Title of Class of Securities) 143763-10-0 (CUSIP Number) Mr. Rene-Claude with copies to: Jouannet David G. Johnson, Esq. MGM Holdings White & Case Corporation 633 W. 5th Street, 1, rue des Italiens Suite 1900 75009 Paris Los Angeles, CA 90071 France (213) 620-7700 011-331-42-95-7000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 13, 1994 ____________________________________________________________ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ( ). ____________ Check the following box if a fee is being paid with this statement ( ). SCHEDULE 13D CUSIP No. Page 2 of __ 143763-10-0 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MGM Holdings Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (X) (b) ( ) 3 SEC USE ONLY
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4 SOURCE OF FUNDS See discussion in Item 5 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) ( ) 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER: 0 8 SHARED VOTING POWER: Common Stock: 104,928,758 See discussion in Item 5 9 SOLE DISPOSITIVE POWER: 0 10 SHARED DISPOSITIVE POWER: Common Stock: 104,928,758 See discussion in Item 5 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Common Stock: 104,928,758 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Common Stock 43.3% 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. Page 3 of __ 143763-10-0 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Credit Lyonnais International Services 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (x) (b) ( ) 3 SEC USE ONLY 4 SOURCE OF FUNDS See discussion in Item 5 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) ( ) 6 CITIZENSHIP OR PLACE OF ORGANIZATION France NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER: 0 8 SHARED VOTING POWER Common Stock: 104,928,758 See discussion in Item 5 9 SOLE DISPOSITIVE POWER: 0 10 SHARED DISPOSITIVE POWER
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Common Stock: 104,928,758 See discussion in Item 5 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Common Stock: 104,928,758 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Common Stock 43.3% 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. Page 4 of __ 143763-10-0 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Credit Lyonnais 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (x) (b) ( ) 3 SEC USE ONLY 4 SOURCE OF FUNDS See discussion in Item 5 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) ( ) 6 CITIZENSHIP OR PLACE OF ORGANIZATION France NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER: 0 8 SHARED VOTING POWER Common Stock: 104,928,758 See discussion in Item 5 9 SOLE DISPOSITIVE POWER: 0 10 SHARED DISPOSITIVE POWER Common Stock: 104,928,758 See discussion in Item 5 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Common Stock: 104,928,758 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Common Stock 43.3% 14 TYPE OF REPORTING PERSON CO This Amendment No. 3 is filed on behalf of MGM Holdings Corporation ("MGM Holdings"), Credit Lyonnais International Services ("CLIS") and Credit Lyonnais (collectively with MGM Holdings and CLIS, the "Reporting Persons")
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and amends Items 2, 3, 4, 5, 6 and 7 of the initial Statement dated September 7, 1993, filed by the Reporting Persons with respect to Series A Convertible Preferred Stock, par value $1.00 ("CPI Preferred Stock"), and Common Stock, par value $.01 ("CPI Common Stock"), of Carolco Pictures, Inc. ("CPI") as amended by Amendment No. 1 filed with the Commission on November 1, 1993 and Amendment No. 2 ("Amendment No. 2") filed with the Commission on August 23, 1994 (the "Schedule 13D"). This Amendment No. 3 is filed to disclose material developments in regard to the securities of CPI resulting from the termination of the proposed merger of CPI and another corporation, as more fully described herein, and related matters. ITEM 2. IDENTITY AND BACKGROUND. The address of the principal executive office of MGM Holdings is amended to read: 1, rue des Italiens 75009 Paris France Schedules I, II and III are amended to read as the attached Schedules I, II and III. ITEM 3. SOURCE AND AMOUNT OF FUNDS OF OTHER CONSIDERATION. Item 3 is hereby amended and supplemented as follows: The information set forth in Item 5 hereof is hereby incorporated by reference. ITEM 4. PURPOSE OF TRANSACTION. Item 4 is hereby amended and supplemented as follows: The Merger Agreement was terminated by the parties thereto on October 13, 1994 pursuant to a Termination Agreement, dated that date, among CPI, LIVE and CAC (the "Termination Agreement"). Upon the execution of the Termination Agreement, (i) the Merger Agreement automatically terminated and was of no further force and effect, (ii) all rights and obligations of the parties under the Merger Agreement were terminated, (iii) the Merger was abandoned, and (iv) except as set forth in the Termination Agreement, the parties and their respective officers and directors were released from liability under the Merger Agreement. The Investor Representation Agreement terminated upon the termination of the Merger Agreement. Each of the Amended Put and Call Agreement, the 1994 Stockholders Agreement and the Subordination Amendment was to become effective only upon the completion of the Merger and, accordingly, is of no force or effect. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended and supplemented as follows: (a) Credit Lyonnais, CLIS and MGM Holdings may be deemed beneficially to own: [Enlarge/Download Table] Title of Class Number of Shares Percent of Class CPI Common Stock 52,417,521<F1> 21.6 CPI Common Stock 52,511,237<F2> 21.6
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TOTAL 104,928,758 43.3* <FN> <F1> These shares may be acquired upon the conversion of 30,000 shares of CPI Preferred Stock and dividends accumulated as of October 1, 1994. <F2> These shares may be acquired upon the conversion of 5% Notes. * Does not foot due to rounding.
BY CANAL + [Enlarge/Download Table] Title of Class Number of Shares Percent of Class CPI Common Stock 26,100,031 14.1 CPI Common Stock 21,840,634<F3> 11.8 TOTAL 47,940,665 25.8* <FN> <F3> These shares may be acquired upon the conversion of 12,500 shares of CPI Preferred Stock and dividends accumulated as of October 1, 1994. * Does not foot due to rounding. BY PIONEER [Enlarge/Download Table] Title of Class Number of Shares Percent of Class CPI Common Stock 46,420,574 18.1 CPI Common Stock 69,890,027<F4> 27.2 CPI Common Stock 2,643,109<F5> 1.0 CPI Common Stock 500,001<F6> .2 TOTAL 119,453,711 46.5 <FN> <F4> These shares may be acquired upon the conversion of 40,000 shares of CPI Preferred Stock and dividends accumulated as of October 1, 1994. <F5> These shares are subject to a pledge agreement which does not satisfy the conditions set forth in SEC Rule 13-3(d)(3). <F6> These shares may be acquired upon the exercise of an option. (c) CPI made one interest payment on the 5% Notes issued to MGM Holdings in an aggregate amount of $388,972 on October 14, 1994. CPI elected to make such payment in-kind in the form of additional securities. By their terms, the securities are convertible to approximately 648,287 shares of CPI Common Stock. The payments were made by mail to the offices of MGM Holdings. Since the date upon which Amendment No. 2 to this Schedule 13D was filed with the Commission, dividends have accrued, but have not been paid, on
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the CPI Preferred Stock issued to MGM Holdings, Canal+ and Pioneer. As of October 1, 1994, such accrued but unpaid dividends would, if converted to CPI Common Stock, equal 639,140 shares for MGM Holdings, 269,637 shares for Canal+ and 862,840 shares for Pioneer. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 is hereby amended and supplemented as follows: The information set forth in Items 4 and 5 hereof is hereby incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. EXHIBIT G Termination Agreement EXHIBIT H Joint Filing Statement Pursuant to Rule 13d- 1(f)1(iii) SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. December 14, 1994 (Date) MGM HOLDINGS CORPORATION /s/ Rene-Claude Jouannet ----------------------------- (Signature) Rene-Claude Jouannet ----------------------------- President and Treasurer ----------------------------- (Name/Title) SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. December 14, 1994 (Date) CREDIT LYONNAIS INTERNATIONAL SERVICES /s/ Dominique Ogee ----------------------------- (Signature)
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Dominique Ogee ----------------------------- Chief Executive Officer ----------------------------- (Name/Title) SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. December 14, 1994 (Date) CREDIT LYONNAIS /s/ G.E. Dufour ----------------------------- (Signature) G.E. Dufour ----------------------------- General Manager E.I.F. ----------------------------- (Name/Title) Schedule I Each person named below is a director or executive officer of MGM Holdings, whose principal business is described under Item 2 above. Except as otherwise set forth below, the principal business address of each person is the address of MGM Holdings set forth in Item 2 above. [Download Table] Present principal occupation or employment; name, principal business and address of any corporation or other organization in which such employment is conducted if other than Name Citizenship MGM Holdings. Rene-Claude Jouannet France President and Treasurer of MGM Holdings, Director of MGM Holdings, General Counsel of Entertainment Industry Activities, Special Affairs Group of Credit Lyonnais
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Guy-Etienne Dufour France Secretary of MGM Holdings, Head of Entertainment Industry Financing, Special Affairs Group of Credit Lyonnais
Schedule II Each person named below is a director or executive officer of CLIS, whose principal business is described under Item 2 above. Except as otherwise set forth below, the principal business address of each person is the address of CLIS set forth in Item 2 above. [Enlarge/Download Table] Present principal occupation or employment; name, principal business and address of any corporation or other organization in Name Citizenship which such employment is conducted if other than CLIS. Dominique Ogee France Chairman of the Board and Chief Executive Officer, Relationship Manager for Subsidiaries Department of Credit Lyonnais Michel Severe France Attorney-in-fact, Relationship Manager for Subsidiaries Department of Credit Lyonnais Genevieve Martin France Director, maiden Jacquier Relationship Manager for Subsidiaries Department of Credit Lyonnais Pierre Vanden France Director, Broeck Relationship Manager for Subsidiaries Department of Credit Lyonnais Josette Novel France Director, Relationship Manager for Subsidiaries Department of Credit Lyonnais Gabriel Apelojg France Attorney-in-fact, Relationship Manager for Subsidiaries Department of Credit Lyonnais Pascal Bloch France Attorney-in-fact, Relationship Manager for Subsidiaries Department of Credit Lyonnais Schedule III Each person named below is a director or executive officer of Credit Lyonnais, whose principal business address is described under Item 2 above. Except as otherwise set forth below, the principal business address of each person is the address of Credit Lyonnais set forth in Item 2 above.
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[Enlarge/Download Table] Present principal occupation or employment; name, principal business and address of any corporation or other organization in which such employment is conducted if other than Name Citizenship Credit Lyonnais. Jean Peyrelevade France Director, Member of the Executive Committee Chairman of the Board President of Credit Lyonnais Pierre Achard France Director, Financial Advisor to the French Embassy An der Marienkapelle 3 D-53179 Bonn, Germany Bernard Arnault France Director, President of LVMH 30, avenue Hoche 75008 Paris France Christian Babusiaux France Director, General Manager of the Office for Consumer Affairs, Price Supervision and Fraud Control of the Ministry of Economy 59, boulevard v. Ariol 75013 Paris France Jean-Pascal Beaufret France Director, Head of Department for Monetary and Financial Affairs and Head of Department for Insurance Affairs of the Ministry of Economy 139, rue de Bercy 75012 Paris France Georges Begot France Director, Credit Lyonnais employee Gilbert Coppens France Director, Credit Lyonnais employee Alain Gomez France Director, President of Thomson-CSF Jacky Hortaut France Director, Credit Lyonnais employee Jacques Journoud France Director, Credit Lyonnais employee Jean-Luc Lagardere France Director, President of Lagardere Group 4, rue de Presbourg 75116 Paris France
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Jean-Pierre Landau France Director, Director of Economic Relations for the Ministry of the Economy Jean-Marie Linguenheld France Director, Credit Lyonnais employee Didier Lombard France Director, General Manager of the Industry to the Ministry of Industry 3/5, rue Barbet de Jouy 75007 Paris France Philippe Nasse France Director, Director of Provisions, Ministry of the Economy Claude Pierre-Brossolette France Director, Vice-President of Eurofin Bank 41, rue de la Bienfaisance 75008 Paris France Francois Pinault France Director, President of Artemis 5, boulevard de la Tour-Maubourg 75007 Paris France Jean-Jacques Pouyadoux France Director, Credit Lyonnais employee Dominique Bazy France Head of Nonbanking Subsidiaries and Affiliates, Member of the Executive Committee Pascal Lamy France Member of the Executive Committee Credit Lyonnais employee Michel Renault France General Manager, Member of the Executive Committee Jacques Baudouin France Head of Strategy Division, Member of the General Management Committee Jean-Paul Betbeze France Head of Economic and Financial Research Division, Member of the General Management Committee Alfred Bouckaert France Head of European Division, Member of the General Management Committee Serge Boutissou France Head of International Division, Member of the General Management Committee Sylvain Carnot France Head of World Corporate Division, Member of the General Management Committee
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Jean Cedelle France Head of Group Financial Management Division, Member of the General Management Committee Nicholas Chaine France Head of Communication Division, Member of the General Management Committee Pierre Dorel France Domestic Branch Network Division, Member of the General Management Committee Jean-Yves Durance France Head of Domestic Branch Network Division, Member of the General Management Committee Robert Ganne France International Division, Member of the General Management Committee Herve de Gouyon France Head of General Inspection, Member of the General Management Committee Alain Hindie France Head of Asset Management Division, Member of the General Management Committee Bernard Laffineur France Data Processing Division, Member of the General Management Committee Chantal Lanchon France Head of Capital Markets Division, Member of the General Management Committee Pierre Laurent France Head of Data Processing Division, Member of the General Management Committee Olivier Mas France Head of Innovation, Project and Asset Finance Division Member of the General Management Committee Joseph Musseau France Head of Personnel Division, Member of the General Management Committee Jean-Francois Verny France General Secretary, Member of the General Management Committee
INDEX TO EXHIBITS [Download Table] Exhibit Title of Document G Termination Agreement H Joint Filing Statement Pursuant to Rule 13d-1(f)1(iii)
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Dates Referenced Herein   and   Documents Incorporated by Reference

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Filed on:12/15/94
12/14/9467
10/14/945
10/13/94148-K
10/1/9456
8/23/944
11/1/934
9/7/934
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Filing Submission 0000950127-94-000040   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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