Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D/A Amendment Number 2 to Schedule 13D 48 191K
6: EX-99 Agreement 2 11K
2: EX-99 Agreement and Plan of Merger 54 286K
5: EX-99 Amended and Restated Put and Call Agreement 7 29K
3: EX-99 Investor Representation Agreement 3 13K
7: EX-99 Joint Filing Statement 2 7K
4: EX-99 Stockholders Agreement 12 56K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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.
Credit Lyonnais White & Case
19 Boulevard des 633 W. 5th Street,
Italiens Suite 1900
75002 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)
August 11, 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
[Download Table]
CUSIP No. 143763-10-0 Page 2 of __ 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
4 SOURCE OF FUNDS
AF; WC: See discussion in Item 3
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 7 SOLE VOTING POWER
OWNED BY EACH REPORTING PERSON 0
WITH
8 SHARED VOTING POWER
Common Stock: 103,634,448
See discussion in Items 4 and 5
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
Common Stock: 103,634,448
See discussion in Items 4 and 5
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Common Stock: 103,634,448
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 42.5%
14 TYPE OF REPORTING PERSON
CO
[Download Table]
SCHEDULE 13D
CUSIP No. 143763-10-0 Page 3 of __ 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
AF; WC: See discussion in Item 3
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 7 SOLE VOTING POWER
BENEFICIALLY 0
OWNED BY EACH
8 SHARED VOTING POWER
REPORTING PERSON
Common Stock: 103,634,448
WITH
See discussion in Items 4 and 5
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
Common Stock: 103,634,448
See discussion in Items 4 and 5
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Common Stock: 103,634,448
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 42.5%
14 TYPE OF REPORTING PERSON
CO
[Download Table]
SCHEDULE 13D
CUSIP No. 143763-10-0 Page 4 of __ 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
AF; WC: See discussion in Item 3
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 7 SOLE VOTING POWER
BENEFICIALLY 0
OWNED BY EACH
8 SHARED VOTING POWER
REPORTING PERSON
Common Stock: 103,634,448
WITH
See discussion in Items 4 and 5
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
Common Stock: 103,634,448
See discussion in Items 4 and 5
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Common Stock: 103,634,448
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 42.5%
14 TYPE OF REPORTING PERSON
CO
This Amendment No. 2 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") 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 (the "Schedule 13D"). This Amendment
No. 2 is filed to disclose material developments in regard to the
securities of Carolco resulting from the proposed merger of Carolco and
another corporation, as more fully described herein, and related matters.
Item 2. Identity and Background.
Schedules I and II are amended to read as the attached Schedules
I and II.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and supplemented as follows:
The information set forth in Item 4 hereof is hereby incorporated
herein by reference.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented as follows:
Pursuant to an Agreement and Plan of Merger, dated as of August
10, 1994, among LIVE Entertainment Inc. ("LIVE"), CPI and Carolco
Acquisition Corp., a wholly-owned subsidiary of LIVE ("CAC"), a copy of
which is attached hereto as Exhibit A (the "Merger Agreement"), among other
things, (i) CAC will be merged with and into CPI and CPI will become a
wholly-owned subsidiary of LIVE (the "Merger"), (ii) LIVE will be renamed
"Carolco Entertainment Inc." ("CEI"), (iii) every 5.5 shares of CPI Common
Stock (subject to adjustments in certain events) will be converted into one
share of common stock, par value of $.01 per share, of CEI ("CEI Common
Stock"), (iv) every share of CPI Preferred Stock held by MGM Holdings will
be converted into a share of CEI Series D Preferred Stock, par value $1.00
("CEI Preferred Stock"), (v) the CPI Common Stock will be delisted from the
New York Stock Exchange and become eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), (vi) the board of directors of CEI will
consist of 21 members as designated in the Merger Agreement, (vii) the
management of CEI will be as designated in the Merger Agreement and (viii)
the Certificate of Incorporation and Bylaws of each of CPI and LIVE will be
amended as provided in the Merger Agreement.
As a condition to LIVE, CAC and CPI entering into the Merger
Agreement, CPI requested and, on August 11, 1994, MGM Holdings agreed to
enter into an Investor Representation Agreement, dated as of August 10,
1994, a copy of which is attached hereto as Exhibit B (the "Investor
Representation Agreement"). In the Investor Representation Agreement, MGM
Holdings (i) represented to LIVE and CPI that, as of August 10, 1994, it
had no plan or intention to, and (ii) agreed that, prior to the effective
date of the Merger (the "Effective Date"), it will not form a plan or
intention to enter into an arrangement to sell, transfer or otherwise
dispose of any share of CEI Common Stock or CEI Preferred Stock to be
received in the Merger by MGM Holdings. The Investor Representation
Agreement also provides, among other things, that MGM Holdings (i) on or
prior to the Effective Date, will not sell, transfer or otherwise dispose
of any of its shares of CPI Common Stock or CPI Preferred Stock; (ii) until
the Effective Date, will not (A) grant a proxy with respect to, or
otherwise encumber, any of its shares of CPI Common Stock or CPI Preferred
Stock, (B) acquire any additional shares of CPI Common Stock or CPI
Preferred Stock unless MGM Holdings executes an amendment whereby such
additional shares become subject to the Investor Representation Agreement,
(C) deposit any of its shares of CPI Common Stock or CPI Preferred Stock
into a voting trust or similar arrangement; and (iii) will vote all of its
shares of CPI Common Stock or CPI Preferred Stock in favor of the Merger
and the transactions contemplated thereby. The Investor Representation
Agreement terminates upon the earlier to occur of (i) the Effective Date
and (ii) the termination of the Merger Agreement pursuant to its terms, but
in no event later than December 31, 1994, unless an extension of such date
is agreed to by MGM Holdings.
Pursuant to the Merger Agreement and the transactions
contemplated thereby, the 5% Notes, of which MGM Holdings owns $30,000,000
in aggregate principal amount (plus interest amounts paid in-kind, under
the terms of the issuance of the 5% Notes) will be assumed by CEI and CPI,
as joint and several obligors, pursuant to an Amended and Restated
Indenture. The 5% Notes will be convertible to CEI Common Stock pursuant
to the terms of such Amended and Restated Indenture.
In order to effectuate the transactions contemplated by the
Merger Agreement, MGM Holdings and the Strategic Investors entered into
several agreements amending and restating their agreements entered into in
connection with the Restructuring in order to maintain similar corporate
governance controls in respect of CEI and to maintain their mutual
obligations in respect of the ownership and transfer of CEI securities.
Descriptions of such agreements are included herein in Item 6 and are
hereby incorporated by reference to this Item 4. These descriptions are
only a brief summary of such agreements, and are qualified in their
entirety by reference to the agreements which are attached hereto as
Exhibits and incorporated herein by reference.
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 51,770,390<F1> 21.2
CPI Common Stock 51,864,058<F2> 21.2
TOTAL 103,634,448 42.5<F3>
<F1> These shares may be acquired upon the conversion of 30,000 shares of CPI Preferred Stock and dividends accumulated as
of June 30, 1994.
<F2> These shares may be acquired upon the conversion of 5% Notes.
<F3> Does not foot due to rounding.
[Enlarge/Download Table]
BY CANAL +
Title of Class Number of Shares Percent of Class
CPI Common Stock 26,100,032 15.8
CPI Common Stock 21,570,996<F1> 13.1
TOTAL 47,671,028 28.9
<F1> These shares may be acquired upon the conversion of 12,500 shares of CPI Preferred Stock and dividends accumulated as
of June 30, 1994.
[Enlarge/Download Table]
BY PIONEER
Title of Class Number of Shares Percent of Class
CPI Common Stock 46,420,574 22.5
CPI Common Stock 69,027,187<F1> 33.4
CPI Common Stock 2,643,109<F2> .1
CPI Common Stock 500,001<F3> .0
TOTAL 118,590,872 57.4<F4>
<F1> These shares may be acquired upon the conversion of 40,000 shares of CPI Preferred Stock and dividends accumulated as
of June 30, 1994.
<F2> These shares are subject to a pledge agreement which does not satisfy the conditions set forth in SEC Rule 13-3(d)(3).
<F3> These shares may be acquired upon the exercise of an option.
<F4> Does not foot due to rounding.
(c) Since the date of the Restructuring, CPI has made three
interest payments on the 5% Notes issued to MGM Holdings in an aggregate
amount of $1,117,763.67. These included payments of $354,166.67,
$379,427.08 and $384,169.92 on January 15, 1994, April 15, 1994 and July
14, 1994, respectively. CPI has elected to make such payments in-kind in
the form of additional securities. By their terms, the securities are
convertible to approximately 1,864,058 shares of CPI Common Stock. The
payments were made by mail to the offices of MGM Holdings.
Since the date of the Restructuring, dividends have accrued, but
have not been paid, on the CPI Preferred Stock issued to MGM Holdings,
Canal+ and Pioneer. As of June 30, 1994, such accrued but unpaid dividends
would, if converted to CPI Common Stock, equal 1,770,390 shares for MGM
Holdings, 737,663 shares for Canal+ and 2,360,521 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.
(a) Amended and Restated Put and Call Agreement (Exhibit C).
MGM Holdings, Credit Lyonnais and Cinepole entered into the
Amended and Restated Put and Call Agreement, dated as of August 10, 1994,
the form of which is attached hereto as Exhibit C, (the "Amended Put and
Call Agreement"). The Amended Put and Call Agreement restates the
agreement set forth between the parties in the Put and Call Agreement in
respect of the CPI securities to be converted to CEI securities pursuant to
the Merger.
(b) 1994 Stockholders Agreement (Exhibit D).
MGM Holdings, Cinepole, Pioneer, RCS and New CIBV entered into an
amended and restated Stockholders Agreement, dated as of August 10, 1994,
the form of which is attached hereto as Exhibit D (the "1994 Stockholders
Agreement"). The 1994 Stockholders Agreement restates with respect to CEI
the corporate governance provisions agreed upon in the Stockholders
Agreement with respect to CPI. Each party to the 1994 Stockholders
Agreement agrees to form a Director Pool (as defined therein) to maintain
in the governance of CEI the corporate governance arrangements as agreed
among the parties therein in respect of CPI.
The 1994 Stockholders Agreement also restates with respect to CEI
securities the provisions of the Stockholders Agreement regarding the
purchase and sale of CPI securities by the parties thereto.
(c) Agreement in respect of the Subordination Agreement (Exhibit
E).
MGM Holdings and the Strategic Investors entered into an
Agreement in respect of the Subordination Agreement, dated as of August 10,
1994, the form of which is attached hereto as Exhibit E (the "Subordination
Amendment"). The parties thereto agreed to apply the terms and conditions
of the Subordination Agreement to the CEI Common Stock to be acquired by
each of them in connection with the Merger.
Item 7. Material to be Filed as Exhibits.
EXHIBIT A Merger Agreement
EXHIBIT B Investor Representation Agreement
EXHIBIT C Amended and Restated Put and Call Agreement
EXHIBIT D 1994 Stockholders Agreement
EXHIBIT E Subordination Amendment
EXHIBIT F 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.
August 22, 1994
(Date)
MGM HOLDINGS CORPORATION
/s/ G.E. Dufour
________________________________
(Signature)
G.E. Dufour Secretary
________________________________
(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.
August 22, 1994
(Date)
CREDIT LYONNAIS INTERNATIONAL
SERVICES
/s/ Michel Severe
________________________________
(Signature)
M. Severe Attorney-in-fact
________________________________
(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.
August 22, 1994
(Date)
CREDIT LYONNAIS
/s/ G.E. Dufour
________________________________
(Signature)
G.E. Dufour Gen. 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.
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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, Directeur Adjoint
of International Affairs of Credit Lyonnais
Guy-Etienne Dufour France Secretary of MGM Holdings, Directeur Adjoint
of International Affairs 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.
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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 CLIS.
Michel Severe France Attorney-in-fact, Relationship Manager for
Subsidiaries Department of Credit Lyonnais
Genevieve Martin maiden France Director, Relationship Manager for
Jacquier Subsidiaries Department of Credit Lyonnais
Pierre Vanden Broeck France Director, 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 Lyonnias
Pascal Bloch France Attorney-in-fact, Relationship Manager for
Subsidiaries Department of Credit Lyonnias
INDEX TO EXHIBITS
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Exhibit Title of Document
A Agreement and Plan of Merger, dated as of August 10, 1994, among LIVE, CPI and
Carolco.
B MGM Inventor Representation Agreement, dated as of August 10, 1994, among MGM
Holdings, LIVE and CPI.
C Amended and Restated Put and Call Agreement, dated as of August 10, 1994, among MGM
Holdings, Credit Lyonnais and Cinepole.
D 1994 Stockholders Agreement, dated as of August 10, 1994, among MGM Holdings,
Cinepole, Pioneer, RCS and New CIBV.
E Agreement in respect of the Subordination Agreement, dated as of August 10, 1994,
among MGM Holdings, Pioneer, Cinepole and RCS.
F Joint Filing Statement Pursuant to Rule 13d-1(f)1(iii).
Appendices included pursuant to Regulation S-T
item 101(a)(2)(ii)
The Reporting Persons, pursuant to Regulation S-T item 101(a)(2)(ii),
hereby include in the filing of this Amendment No. 2 the original Schedule
13D ("Schedule 13D"), filed with the Commission September 7, 1993 and
Amendment No. 1 ("Amendment No. 1") filed with the Commission November 1,
1993.
Appendix I Schedule 13D
Appendix II Amendment No. 1
Appendix I
to Amendment
No. 2
Schedule 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
Carolco Pictures Inc.
(Name of Issuer)
Series A Preferred Convertible Preferred Stock, par value $1.00
Common Stock, par value $.01 par value per share
(Title of Class of Securities)
143763-10-0
(CUSIP Number)
Mr. Rene-Claude Jouannet
Credit Lyonnais
19 Boulevard des Italiens
75002 Paris
France
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
* See below
____________________________________________________________
(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 (x).
*The reporting persons disclaim beneficial ownership and therefore any
obligation to file at this time and make this filing as a precautionary
manner in order to make their respective relationships to the issuer and
their membership in a group pursuant to Section 13(d)(3) of the Securities
Exchange Act of 1934 known.
[Download Table]
SCHEDULE 13D
CUSIP No. 143763-10-0 Page 2 of __ 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
4 SOURCE OF FUNDS
WC; CO: See discussion in Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ( )
PURSUANT TO ITEMS 2(d) or 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH 0: See discussion in Items 4 and 5.
REPORTING PERSON WITH
8 SHARED VOTING POWER
0: See discussion in Items 4 and 5.
9 SOLE DISPOSITIVE POWER
0: See discussion in Items 4 and 5.
10 SHARED DISPOSITIVE POWER
0: See discussion in Items 4 and 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0: See discussion in Items 4 and 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14 TYPE OF REPORTING PERSON
CO
[Download Table]
SCHEDULE 13D
CUSIP No. 143763-10-0 Page 3 of __ 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
WC; CO: See discussion in Item 3
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 7 SOLE VOTING POWER
BENEFICIALLY 0: See discussion in Items 4 and 5.
OWNED BY EACH
8 SHARED VOTING POWER
REPORTING PERSON
0: See discussion in Items 4 and 5.
WITH
9 SOLE DISPOSITIVE POWER
0: See discussion in Items 4 and 5.
10 SHARED DISPOSITIVE POWER
0: See discussion in Items 4 and 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0: See discussion in Items 4 and 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
CUSIP No. 143763-10-0 Page 4 of __ 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
WC; CO: See discussion in Item 3
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 7 SOLE VOTING POWER
BENEFICIALLY 0: See discussion in Items 4 and 5.
OWNED BY EACH
8 SHARED VOTING POWER
REPORTING PERSON
0: See discussion in Items 4 and 5.
WITH
9 SOLE DISPOSITIVE POWER
0: See discussion in Items 4 and 5.
10 SHARED DISPOSITIVE POWER
0: See discussion in Items 4 and 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0: See discussion in Items 4 and 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14 TYPE OF REPORTING PERSON
CO
Item 1. Security and Issuer.
The titles of the classes of equity securities to which this
statement relates are as follows:
(i) Series A Convertible Preferred Stock, par value $1.00 ("New
Preferred"), of Carolco Pictures Inc. ("Carolco"); and
(ii) 5% Payment-in-kind Convertible Subordinated Notes due 2002
("5% Notes") of Carolco.
The name and address of the principal executive offices of
Carolco are:
Carolco Pictures Inc.
8800 Sunset Boulevard
Los Angeles, California 90069
All information contained in this Schedule 13D relating to Carolco, Pioneer
LCDA ("Pioneer"), Canal+ S.A. ("Canal+") or RCS Video International
Services B.V. ("RCS"), or any of their respective officers, directors,
stockholders, affiliates or subsidiaries is based upon publicly available
information or information provided by such person.
Item 2. Identity and Background.
The name, address and principal executive office of MGM Holdings
Corporation ("MGM Holdings") are:
MGM Holdings Corporation
19, boulevard des Italiens
75002 Paris
France
MGM Holdings is a holding company organized and existing under
the laws of the state of Delaware.
The attached Schedule I is a list of the executive officers and
directors of MGM Holdings which contains the following information with
respect to each such person: (i) name; (ii) business address; (iii)
present principal occupation or employment and the name, principal business
and address of any corporation or other organization in which such
employment is conducted; and (iv) place of citizenship.
MGM Holdings is a wholly-owned subsidiary of Credit Lyonnais
International Services ("CLIS"), a corporation organized and existing under
the laws of France. The address of CLIS's principal executive office is:
19, boulevard des Italiens
75002 Paris
France
The attached Schedule II is a list of the executive officers and
directors of CLIS, which contains the following information with respect to
each such person: (i) name; (ii) business address; (iii) present principal
occupation or employment and the name, principal business and address of
any corporation or other organization in which such employment is
conducted; and (iv) place of citizenship.
CLIS is a wholly-owned subsidiary of Credit Lyonnais, a banking
institution organized and existing under the laws of France (collectively
with MGM Holdings and CLIS, the "Reporting Persons"). The address of
Credit Lyonnais' principal executive office is:
19, boulevard des Italiens
75002 Paris
France
The attached Schedule III is a list of the executive officers and
directors of Credit Lyonnais, which contains the following information with
respect to each such person: (i) name; (ii) business address; (iii)
present principal occupation or employment and the name, principal business
and address of any other organization in which such employment is
conducted; and (iv) place of citizenship.
During the last five years, none of the Reporting Persons or, to
the best knowledge of any of the Reporting Persons, any person named on
Schedule I, II or III hereto has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or has been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The amount of funds to be used by MGM Holdings in making the
purchases of Preferred Stock and 5% Notes to which this statement relates
is, (i) with respect to Preferred Stock, $30,000,000, and (ii) with respect
to 5% Notes, $30,000,000. At this time, MGM Holdings has not determined
what the source of the funds to be used in making the purchases will be;
however, the source of funds will be CLIS, Credit Lyonnais or the working
capital of MGM Holdings.
Neither any reference herein to Preferred Stock or 5% Notes nor
the filing of this Schedule 13D shall be construed as an admission that at
this time any of the Reporting Persons is the beneficial owner of any
shares of Preferred Stock or any 5% Notes, and the Reporting Persons
disclaim beneficial ownership of any shares of Preferred Stock or any 5%
Notes at this time.
Item 4. Purpose of Transaction.
The purchases of Preferred Stock and 5% Notes to which this
statement relates are part of a financial restructuring that Carolco is
currently undertaking through either (i) the proposed exchange of certain
of Carolco's existing debt securities and preferred stock, as well as the
cash sales of Preferred Stock and 5% Notes and the consummation of certain
related transactions (the "Restructuring"), or (ii) a prepackaged plan of
reorganization of Carolco pursuant to Chapter 11 of the United States
Bankruptcy Code, which would generally give effect to the same transactions
contemplated by the Restructuring (the "Prepackaged Plan"). It is
currently contemplated that the Restructuring will include the following
main elements:
(a) Carolco is offering to exchange up to an aggregate of (i)
$33,755,000 in principal amount of its 11.5%/10% Reducing Rate Senior
Notes due 2000, (the "New Senior Notes") for the $33,755,000 in
principal amount of the Company's 14% Senior Notes Due June 1, 1993
(the "14% Notes") outstanding and (ii) $16,145,000 in principal amount
of its 13%/12% Reducing Rate Senior Subordinated Notes due 1999, (the
"New Senior Subordinated Notes") for the $16,145,000 in principal
amount of Carolco's 13% Senior Subordinated Notes due December 1, 1996
(the "13% Notes") outstanding and not owned by Carolco. In connection
with the exchange, tendering holders of the 14% Notes will receive an
amount in cash equal to the amount of interest that would have accrued
on the New Senior Notes for the period of December 1, 1992, through
the date of issuance of the New Senior Notes. Tendering holders of
the 13% Notes will receive an amount 50% of which will consist of cash
and 50% of which will consist of additional New Senior Subordinated
Notes equal to the amount of interest that would have accrued on the
New Senior Subordinated Notes for the period of December 1, 1992
through the date of issuance of the new Senior Subordinated Notes.
Concurrently with the making of the offers to exchange the 13% Notes
and the 14% Notes, the Company is soliciting from the holders of the
13% Notes their consent to certain amendments to the indenture
pursuant to which the 13% Notes were issued and the wavier of certain
events of default under such indenture.
(b) Certain holders of Carolco's 10% Convertible Subordinated
Debentures Due 2006 ("10% Debentures") and one holder of its Series D
Convertible Exchangeable Preferred Stock, par value $1.00 ("Series D
Preferred"), will exchange such securities for an aggregate of
22,500,000 shares of the Common Stock, par value $.01, of Carolco
("Common Stock"), subject to an increase of an additional 4,500,000
shares upon certain conditions. In connection with this exchange, the
holder of the Series D Preferred will receive $20,000 in cash, which
represents a portion of the accrued but unpaid dividends on the Series
D Preferred.
(c) Carolco, MGM Holdings, Cinepole Productions B.V. (an
affiliate of Canal+ ("Cinepole")), and Pioneer have entered into a
Securities Purchase Agreement, dated as of May 25, 1993 which was
amended by amendments dated as of July 29, 1993 and as of August 19,
1993 (the "Purchase Agreement"). A copy of the Purchase Agreement, as
amended is attached hereto as Exhibit A. Pursuant to the Purchase
Agreement, MGM Holdings will purchase from Carolco (i) 30,000 shares
of Preferred Stock at a purchase price of $1,000 per share and (ii)
$30,000,000 in aggregate principal amount of 5% Notes. Cinepole will
purchase 12,500 shares of Preferred Stock at a purchase price of
$1,000 per share. Pioneer will purchase 40,000 shares of Preferred
Stock at a purchase price of $1,000 per share. The consummation of
the purchase by MGM Holdings of Preferred Stock and 5% Notes
contemplated under the Purchase Agreement (the "Acquisition") is
subject to numerous conditions set forth in the Purchase Agreement.
See Item 6 below for a summary of such conditions.
Each share of Preferred Stock will be convertible at the
option of the holder of such share into that number of shares of
Common Stock obtained by dividing the sum of (i) $1,000 and (ii) the
amount of accrued but unpaid dividends with respect to such share by
$.60, which amount is subject to adjustment. Consequently, the 30,000
shares of Preferred Stock to be purchased by MGM Holdings will be
convertible into 50,000,000 shares of Common Stock, subject to
adjustment. The holders of Preferred Stock will be entitled to the
same voting rights as such holders would be entitled to if such
holders converted their Preferred Stock into Common Stock.
The 5% Notes will be subject to mandatory conversion into
shares of Common Stock upon the following conditions:
(i) following the date upon which MGM Holdings' wholly-
owned subsidiary, Metro-Goldwyn-Mayer ("MGM"), receives
$100,000,000 in distribution fees pursuant to a proposed motion
picture distribution agreement with Carolco, relating to domestic
theatrical and non-theatrical rights, certain specified U.S.
television rights and certain specified foreign rights to take
effect, with respect to each of the rights granted, when
Carolco's current agreements or arrangements relating to such
rights expire (the "Distribution Agreement") (Carolco and MGM
have executed a term sheet with respect to the material terms of
the Distribution Agreement, a copy of which is attached hereto as
Exhibit B);
(ii) if Carolco terminates the Distribution Agreement
because of an uncured breach by MGM in accordance with its
termination rights set forth in the Distribution Agreement; or
(iii) if, after MGM receives $90,000,000 in distribution
fees pursuant to the Distribution Agreement, MGM fails to provide
certain informational reports to Carolco and fails to cure such
failure in accordance with the terms of the Distribution
Agreement.
The 5% Notes will be convertible at the option of the
holders thereof upon maturity and upon the occurrence of certain other
conditions set forth in the indenture relating to the %5 Notes.
In the event of a conversion, each $1,000 of principal
amount of 5% Notes will be converted into 1,666.667 shares of Common
Stock, which amount is subject to adjustment. In the event of a
mandatory conversion, each $1,000 of unpaid interest on the 5% Notes
being converted will also be converted into 1,666.667 shares of Common
Stock, which amount is subject to adjustment. Consequently, the
$30,000,000 in aggregate principal amount of 5% Notes to be purchased
by MGM Holdings will be convertible into approximately 50,000,000
shares of Common Stock, subject to adjustment.
(d) Carolco has agreed in principle with Pioneer, Le Studio
Canal+ (a wholly-owned subsidiary of Canal+ and the sole stockholder
of Cinepole ("Studio Canal+")), and RCS (collectively, the "Strategic
Investors") that the Strategic Investors will exchange certain of
their existing Carolco securities for shares of Common Stock and
discharge certain loan obligations of Carolco to them in exchange for
shares of Common Stock and all of the shares of the common stock of
Carolco's subsidiary, LIVE Entertainment Inc., owned by Carolco and
currently pledged to the Strategic Investors.
(e) Carolco and the Strategic Investors have agreed in principle
that (i) the Strategic Investors will exchange a portion of Carolco's
existing preferred stock and 10% Debentures held by the Strategic
Investors for an aggregate of 72,000,000 shares of Common Stock and
(ii) upon consummation of the Restructuring, each of the Strategic
Investors will transfer to Carolco as a capital contribution any
existing preferred stock or 10% Debentures held by them after the
exchanges are completed, together with certain other obligations of
Carolco to it.
(f) The fifteen-member Board of Directors of Carolco (the
"Board") will be reconstituted.
In connection with the Restructuring, Carolco has taken or will
take the following actions:
(a) On December 24, 1992, Carolco filed with the Securities and
Exchange Commission (the "SEC") a Registration Statement on Form S-1,
Registration Number 33-56380, relating to the Restructuring and the
other actions taken by Carolco in connection with the Restructuring
(the "Registration Statement"). On August 27, 1993, the SEC declared
the Registration Statement, as amended, effective.
(b) Carolco has entered into a standby purchase and investment
agreement (the "Standby Agreement") with the Strategic Investors and
Tele-Communications, Inc. ("TCI"). Pursuant to the Standby Agreement
Pioneer, RCS and Cinepole will purchase an aggregate of up to
$27,5000,000 of Carolco's 7% Convertible Subordinated Notes due 2006
on the later to occur of December 30, 1994 or the date on which
certain conditions are met. Canal+ and TCI will invest an aggregate
of up to $27,500,000 in co-productions of Carolco's motion pictures
upon the satisfaction of certain conditions, but in no event prior to
December 30, 1994. The total amount invested pursuant to the Standby
Agreement will not exceed $47,500,000.
(c) Carolco will offer to purchase all of the outstanding shares
of common stock of The Vista Organization, Ltd. ("Vista") other than
shares owned by Carolco, together with all of the Carolco Series A
Common Stock Put Rights associated with and represented by such shares
(the "Vista Tender Offer").
(d) Carolco will solicit acceptances of the Prepackaged Plan.
Carolco will not seek confirmation of the Prepackaged Plan if all of
the conditions to the Restructuring are satisfied.
(e) Carolco will solicit proxies from the holders of Common
Stock for use at a special meeting of its stockholders, at which such
stockholders will consider and vote upon certain amendments to
Carolco's Restated Certificate of Incorporation (the "Restated
Certificate") to (i) delete a provision that divides the Board into
three classes with staggered terms, (ii) delete a provision that
restricts Carolco's ability to engage in certain transactions with
interested stockholders unless approvals of stockholders or the Board
are obtained, and (iii) to increase the number of shares of Common
Stock that Carolco is authorized to issue to 500,000,000. The
stockholders will also consider and vote upon a proposal to amend
Carolco's 1989 Stock Option and Stock Appreciation Rights Plan (the
"1989 Plan"). The proposed amendments to the 1989 Plan would (i)
increase the maximum number of shares of Common Stock that may be
issued under the 1989 Plan from 2,500,000 shares to 20,000,000 shares,
(ii) change the committees of the Board that administer the 1989 Plan
to consist of two or more directors of Carolco in accordance with Rule
16b-3(c)(2)(i) promulgated under the Securities Exchange Act of 1934
instead of three or more directors, and (iii) add a provision for
formula grants of options to directors of Carolco and members of
certain committees of the Board.
In connection with the Restructuring, it is contemplated that MGM
Holdings, Credit Lyonnais and Cinepole will enter into a Put and Call
Agreement (the "Put and Call Agreement"), the most recent draft of which is
attached hereto as Exhibit C. The Put and Call Agreement will contain
provisions granting MGM Holdings the right to put certain shares of Common
Stock to Cinepole and granting Cinepole a similar right to purchase certain
shares of Common Stock from MGM Holdings upon the conversion of 5% Notes
pursuant to the terms and conditions of the indenture relating to the 5%
Notes. See Item 6 below for a summary of the provisions of the Put and
Call Agreement.
Following the Restructuring, it is currently contemplated that
MGM Holdings and the Strategic Investors will control a majority of the
Board. It is currently contemplated that MGM Holdings, the Strategic
Investors and New Carolco Investments, B.V. ("New CIBV") will enter into a
Stockholders Agreement (the "Stockholders Agreement"), the most recent
draft of which is attached hereto as Exhibit D, which shall contain
provisions relating to the composition of the Board, the election and
removal of directors and voting with respect to certain types of
transactions. See Item 6 below for a summary of the such provisions.
Upon the consummation of the Acquisition, MGM Holdings plans to
transfer to Bannon & Co., Inc., an investment banking firm, approximately
600 shares of Preferred Stock.
The agreements and arrangements described in this Item 4 to which
MGM Holdings or Credit Lyonnais is or will be a party have or will be
entered into by MGM Holdings and Credit Lyonnais to preserve the value of
MGM Holdings' subsidiary, MGM. Except as described above, none of the
Reporting Persons nor, to the best knowledge of any of the Reporting
Persons, any person identified in Schedule I, II or III has any plans or
proposals which relate to, or which result in, any of the matters referred
to in Paragraphs (a)-(j) of Item 4 of the Special Instructions for
Complying with Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Pursuant to the Purchase Agreement, MGM Holdings will
purchase 30,000 shares of Preferred Stock and $30,000,000 in aggregate
principal amount of 5% Notes. As stated in Item 4 above and more
particularly described in Item 6 below, the consummation of the Acquisition
is subject to numerous conditions. At this time, it is not known when such
consummation will occur. The Reporting Persons expressly disclaim
beneficial ownership of any Preferred Stock of 5% Notes covered by the
Purchase Agreement.
The Reporting Persons, Canal+, Studio Canal+, Cinepole Pioneer
and RCS may be deemed to have formed a group for the purpose of obtaining a
majority representation on the Board upon the consummation of the
Restructuring.
BY CANAL+
Canal+ may be deemed beneficially to own indirectly through
Studio Canal+:
[Enlarge/Download Table]
Title of Class Number of Shares Percent of Class
Common Stock 2,643,109<F1> 5.3
Common Stock 333,334<F2> 0.7
SUB-TOTAL 2,976,443 6.0
<F1> These shares are subject to a pledge agreement which does not satisfy the conditions set forth in SEC Rule 13d-
3(d)(3).
<F2> These shares may be acquired upon the exercise of an option.
Canal+ may be deemed beneficially to own indirectly through
Studio Canal+ (which owns such shares indirectly through Cinepole) the
following securities of Carolco:
[Enlarge/Download Table]
Title of Class Number of Shares Percent of Class
Common Stock 150,000<F1> 0.3
Common Stock 447,344<F2> 0.9
Common Stock 1,621,621<F3> 3.3
Common Stock 97,900 0.2
Common Stock 2,499,990<F4> 5.0
Common Stock 1,723,720<F5> 3.5
SUB-TOTAL 6,540,575 13.2
<FN>
<F1> These shares may be acquired upon the exercise of a warrant.
<F2> These shares may be acquired upon the exercise of an option.
<F3> These shares may be required upon the conversion of 30,000 shares of Series B Convertible Preferred Stock, which may
be converted at any time.
<F4> These shares may be acquired upon the conversion of 300,000 shares of Series D Preferred, which may be converted at
any time.
<f5) These shares may be acquired upon the conversion of 3,706 shares of Series E Convertible Preferred Stock ("Series E
Preferred"), which may be converted at any time.
[Enlarge/Download Table]
BY PIONEER
Title of Class Number of Shares Percent of Class
Common Stock 3,243,243<F1> 6.5
Common Stock 2,500,000<F2> 5.0
Common Stock 2,451,627<F3> 4.9
Common Stock 977,447<F4> 2.0
Common Stock 300,000<F5> 0.6
Common Stock 2,643,109<F6> 5.3
Common Stock 333,334<F7> 0.7
SUB-TOTAL 12,448,760 25.1<F8>
<FN>
<F1> These shares may be acquired upon the conversion of 60,000 shares of Series C Convertible Exchangeable Preferred
Stock, which may be converted at any time.
<F2> These shares may be acquired upon the conversion of $15,000,000 in principal amount of 10% Debentures, which may be
converted at any time.
<F3> These shares may be required upon the conversion of 5,271 shares of Series E Preferred, which may be converted at any
time.
<F4> These shares may be acquired upon the exercise of options.
<F5> These shares may be acquired upon the exercise of a warrant.
<F6> See Footnote 1 on page 9.
<F7> See Footnote 2 on page 9.
<F8> Does not foot due to rounding.
[Enlarge/Download Table]
BY RCS
Title of Class Number of Shares Percent of Class
Common Stock 1,481,481 3.0
Common Stock 3,333,333<F1> 6.7
Common Stock 1,778,140<F2> 3.6
Common Stock 2,643,109<F3> 5.3
Common Stock 333,334<F4> 0.7
SUB-TOTAL 9,569,397 19.3
TOTAL 31,535,175 63.5
<FN>
<F1> These shares may be acquired upon the conversion of $20,000,000 in principal amount of 10% Debentures, which may be
converted at any time.
<F2> These shares may be acquired upon the conversion of 3,823 shares of Series E Preferred, which may be converted at any
time.
<F3> See Footnote 1 on page 9.
<F4> See Footnote 2 on page 9.
(b) Each of Canal+, Studio Canal+ and Cinepole are deemed to
have shared power to vote, to direct the vote, to dispose and to direct the
disposition of all shares listed as being beneficially owned by any of them
in paragraph (a) above.
Except as described above, each person named in paragraph (a)
above has the sole power to vote or direct the vote and to dispose or
direct the disposition of all of the shares listed as being beneficially
owned by such person in paragraph (a) above. The Reporting Persons
expressly disclaim beneficial ownership of any Preferred Stock or 5% Notes.
(c) None of the Reporting Persons nor, to the best knowledge of
any of the Reporting Persons, any person listed on Schedule I, II or III
hereto nor any person named in paragraph (a) above has effected any
transactions contemplated by the instructions to Item 5(c) of Schedule 13D
in Common Stock, Preferred Stock or 5% Notes during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Except as described in Item 4 above and this Item 6 and as set
forth in the agreements referred to in such Items, none of the Reporting
Persons or, to the best knowledge of any of the Reporting Persons, any of
the individuals identified in Schedule I, II or III has any contract,
arrangement, understanding or relationship with any person with respect to
any security of Carolco.
The discussion of the terms of the agreements referred to below
is only a brief summary and is qualified in its entirety by reference to
the agreements which are attached hereto as Exhibits and incorporated
herein by reference.
(a) Securities Purchase Agreement (Exhibit A).
Pursuant to the Purchase Agreement, MGM Holdings is purchasing
from Carolco (i) 30,000 shares of Preferred Stock at a purchase price of
$1,000 per share and (ii) $30,000,000 in aggregate principal amount of 5%
Notes. Cinepole is purchasing 12,500 shares of Preferred Stock at a
purchase price of $1,000 per share. Pioneer is purchasing 40,000 shares of
Preferred Stock at a purchase price of $1,000 per share.
The consummation of the transactions contemplated in the Purchase
Agreement shall occur upon (a) the latest to occur of (i) the expiration or
earlier termination of any applicable waiting period under the Hart-Scott-
Rodino Anti-Trust Improvements Act of 1976 (the "HSR Act"),
(ii) consummation of all of the elements of the Restructuring, or
(iii) issuance of an order or judgment of the United States Bankruptcy
Court confirming the Prepackaged Plan pursuant to Section 1129 of Title 11
of the United States Code (the "Confirmation Order") with respect to the
Prepackaged Plan that has become a Final Order (as defined in the Purchase
Agreement), or (b) at such other time as may be agreed to in writing by the
parties to the Purchase Agreement.
The consummation of the transactions contemplated in the Purchase
Agreement is subject to a number of conditions that have not occurred,
including, but not limited to, the following:
(a) filing of the Certificate of Designation and the Amendment
(as defined and described in the Purchase Agreement) with the
Secretary of State of the State of Delaware;
(b) execution and delivery of the Registration Rights Agreement
described below and the Distribution Agreement, and execution and
delivery of the Loan Agreement, the 5% Indenture, the 10% Indenture,
the Standby Note Purchase Agreement, the Pay-Per-View Agreement, the
Standby Co-Production Agreement and the Subordination Agreement (each
as defined and described in the Purchase Agreement);
(c) either (i) the holders of at least 85% in aggregate
principal amount of the 13% Notes and 75% of the 14% Notes shall have
validly tendered and not withdrawn such notes pursuant to the Exchange
Offers on or prior to the expiration date of the Exchange Offers, and
the holders of more than 50% in aggregate principal amount of the 13%
Notes shall have given and not revoked their consents to the proposed
amendments to the indenture relating thereto, or (ii) the Confirmation
Order with respect to the Prepackaged Plan shall have been issued and
shall be a Final Order;
(d) either (i) all 10% Debentures and shares of Series D
Preferred, other than those held by the Strategic Investors, shall
have been tendered and not withdrawn and the conditions to the
Debenture and Series D Exchange (as defined and described in the
Purchase Agreement), other than the closing under the Purchase
Agreement, shall have been satisfied or waived, or (ii) the
Confirmation Order with respect to the Prepackaged Plan shall have
been issued and shall be a Final Order;
(e) either (i) the holders of at least a majority of the
combined voting power with respect to Carolco's voting securities
present at the special meeting of Carolco's stockholders to be held
shall have approved the proposal to approve the Restructuring and the
proposal to increase the authorized number of shares of Common Stock,
to 650,000,000 shares or (ii) Carolco shall have filed the Amendment
pursuant to the provisions of the Prepackaged Plan;
(f) Bear, Stearns & Co., Inc. ("Bear Stearns") shall have
delivered to Carolco an opinion that the Restructuring is fair from a
financial point of view to the holders of Common Stock other than the
Strategic Investors, and Bear Stearns shall have confirmed such
opinion on the effective date of the Registration Statement, as
amended, and, provided that the transactions comprising the
Restructuring are not effectuated pursuant to the Confirmation Order,
on the date of the consummation of the Purchase Agreement, in each
case without any material change in any conclusions or opinions
contained in such opinion;
(g) the Stockholders Agreement described below shall have been
executed and delivered by the parties thereto;
(h) either (i) the Vista Tender Offer shall have been
consummated or will be consummated concurrently with the transactions
contemplated in the Purchase Agreement, or (ii) the Confirmation Order
with respect to the Prepackaged Plan shall have been issued and shall
be a Final Order;
(i) the Put and Call Agreement described below shall have been
executed and delivered in substantially the form contemplated by the
Purchase Agreement; and
(j) Carolco shall have executed and delivered to MGM Holdings an
agreement between Carolco and Studio Canal+, with respect to certain rights
of first refusal granted to Studio Canal+, which agreement shall be in
substantially the form delivered to MGM Holdings under cover of letter
dated May 28, 1993.
The Purchase Agreement may be terminated and the transactions
contemplated therein abandoned (a) by Carolco if the Registration Statement
is withdrawn from the SEC, or (b) by any party to the Purchase Agreement if
the transactions contemplated therein have not been consummated by
December 31, 1993. Upon termination, the Purchase Agreement becomes void.
The Purchase Agreement contains certain other provisions
customary to an agreement of its nature.
(b) Put and Call Agreement (Exhibit C).
Pursuant to the Put and Call Agreement, MGM Holdings will have
the right to put to Cinepole at any one time during the 90-day period
immediately following the Trigger Date (as defined in the Put and Call
Agreement) 25,000,000 shares of Common Stock, which amount is subject to
adjustment, at a price to be determined according to a specified formula.
Cinepole will have a similar right to purchase once from MGM Holdings at
any time during the 90-day period immediately following the Trigger Date at
a purchase price to be determined according to a specified formula.
Cinepole may pay any or all of the put or purchase price by transferring 7%
Notes to MGM Holdings.
The amount of shares of Common Stock subject to the put or
purchase provisions will be reduced by an amount equal to 50% of the
aggregate face amount of any 5% Notes or the aggregate amount of any
Preferred Stock sold or disposed by MGM Holdings prior to the date of the
exercise of such put or purchase, except for any transfer of 5% Notes or
Preferred Stock by MGM Holdings under certain limited circumstances. The
put and purchase rights granted in the Put and Call Agreement will
terminate in the event that MGM Holdings and Credit Lyonnais own less than
1% of the outstanding capital stock of MGM.
The Put and Call Agreement contains certain other provisions
customary to an agreement of its nature.
(c) Stockholders Agreement (Exhibit D).
Pursuant to the Stockholders Agreement, Pioneer will have the
right to designate four directors to the Board, each of MGM Holdings and
Cinepole shall have the right to designate three directors and RCS shall
have the right to designate one director. Each of MGM Holdings, Cinepole,
Pioneer and RCS (individually, a "Designating Stockholder", and
collectively, the "Designating Stockholders") will agree to vote for the
designees of the other Designating Stockholders. Additionally, each
Designating Stockholder will agree to take all appropriate action to effect
the removal of any designee of another Designating Stockholder upon receipt
of a written request from such Designating Stockholder to do so. The
Stockholders Agreement provides for the reduction of the number of director
designees allocated to each Designating Stockholder upon the reduction of
the amount of Preferred Stock, 5% Notes and Common Stock held by such
Designating Stockholder below certain specified levels.
The Designating Stockholders will agree to cause their respective
designated directors to take the necessary corporate action to establish a
Supervisory Committee of the Board, if such action is consistent with such
director's fiduciary duty. Additionally, each Designating Stockholder will
agree to cause its designated directors to vote: (i) to adopt any
amendment to the Bylaws of Carolco (the "Bylaws") that may be proposed in
connection with the Registration Statement, if such adoption is consistent
with such director's fiduciary duty; (ii) against any proposal to amend the
Restated Certificate or Bylaws or change the composition of the Board
unless all of the Designating Stockholders agree to vote in favor of such
proposal; and (iii) to adopt resolutions requiring that any Major Decision
(as defined in the Stockholders Agreement) will require the affirmative
vote of at least 85% of the Board and of designated directors of at least
three of the Designating Stockholders.
The Stockholders Agreement will entitle MGM Holdings to
participate proportionately in certain sales or dispositions by any two or
more of the Strategic Investors of a required minimum amount of securities
of Carolco, subject to certain conditions. Pioneer, RCS and New CIBV will
be entitled to participate proportionately in certain sales and
dispositions by MGM Holdings and Cinepole of securities of Carolco, subject
to certain conditions. Cinepole, RCS and New CIBV will be entitled to
participate proportionately in certain sales and dispositions by MGM
Holdings and Pioneer of a required minimum amount of securities of Carolco,
subject to certain conditions.
The Stockholders Agreement contains certain other provisions
customary to an agreement of its nature.
(d) Registration Rights Agreement (Exhibit E).
In connection with the Restructuring, it is currently
contemplated that Carolco, MGM Holdings, Pioneer, Cinepole, and RCS
(collectively, the "Holders") will execute a Registration Rights Agreement
(the "Registration Rights Agreement") which will provide certain
registration rights to the parties thereto and certain successors-in-
interest thereof as holders of securities of Carolco (individually, a
"Holder", and collectively, the
"Holders"). The Registration Rights Agreement applies to Preferred Stock
and 5% Notes acquired pursuant to the Purchase Agreement, any shares of
Common Stock into which Preferred Stock or 5% Notes are converted, any
shares of Common Stock acquired by RCS pursuant to the RCS Stock Purchase
Agreement (as defined in the Registration Rights Agreement), any shares of
Common Stock received by Pioneer, Cinepole or RCS pursuant to the
Contribution and Exchange Agreement (as defined in the Registration Rights
Agreement) or owned by Pioneer, Cinepole or RCS on the date of the
execution of the Purchase Agreement that are not exchangeable or
contributed pursuant to the Contribution and Exchange Agreement, and
certain securities received by the Holders as a result of holding such
securities (individually, a "Registrable Security", and collectively,
"Registrable Securities").
Pursuant to the Registration Rights Agreement, MGM Holdings or
its successors-in-interest may make up to two requests, subject to certain
limitations set forth therein, that Carolco effect the registration under
the Securities Act of Registrable Securities that are beneficially owned by
them during the time period beginning six months after the consummation of
the transactions contemplated in the Purchase Agreement and ending the
earlier of 18 months after such consummation or the date on which MGM
Holdings no longer owns any Registrable Securities (the "MGM Registration
Period"). During the MGM Registration Period, MGM Holdings' right to
demand registration shall be exclusive, and Carolco will not effect a
registration during the MGM Registration Period for itself or any other
Holders.
Upon the expiration of the MGM Registration Period, any Holder
may make up to two requests, subject to certain limitations set forth
therein, that Carolco effect the registration under the Securities Act of
Registrable Securities that are beneficially owned by it.
The Registration Rights Agreement requires that any request cover
a minimum amount of Registrable Securities in order for Carolco to be
obligated to effect a registration with respect thereto.
If at any time, Carolco proposes to file a registration statement
under the Securities Act with respect to any offering by Carolco of any of
its securities (other than a registration statement on Form S-4 or S-8),
the Company will offer (a) to MGM Holdings and Holders who are transferees
from MGM Holdings prior to the expiration of the MGM Registration Period
and (b) thereafter, to all Qualifying Holders (as defined in the
Registration Rights Agreement) the opportunity to register such number,
which must exceed a specified minimum amount, of Registrable Securities, as
each such holder may request. If such Registrable Securities exceed the
number of securities that can be sold in such offering, Carolco shall
reduce the number of Registrable Securities to be offered for the account
of such holders pro rata based upon the relative number of any Registrable
Securities requested to be included in such registration by each such
holder.
The total number of demand registrations available to any Holder
will be reduced for such Holder by the number of piggyback registrations in
which such Holder includes the minimum number of Registrable Securities
which such Holder would be entitled to include in a demand registration.
The Registration Rights Agreement contains certain other
provisions that are customary to an agreement of its nature.
(e) Subordination Agreement (Exhibit F).
In connection with the Restructuring, it is currently
contemplated that MGM Holdings, Pioneer, Cinepole, RCS and RCS
International Communications N.V. will enter into a Subordination Agreement
(the "Subordination Agreement"). Pursuant to the Subordination Agreement,
any proceeds to be received by any of the Strategic Investors upon a
liquidation, dissolution or winding up of Carolco with respect to any
securities of Carolco held by such Strategic Investor prior to the
Restructuring ("Old Common") shall be subordinate, to the extent of the
Required Payment (as defined in the Subordination Agreement), to any
proceeds to be received with respect to any Common Stock resulting from the
conversion of Preferred Stock or 5% Notes held by any of the Strategic
Investors or MGM Holdings pursuant to the Purchase Agreement ("New
Common"). After the Required Payment has been paid to the holders of New
Common, all proceeds shall be payable pro rata to the Strategic Investors
with respect to Old Common in an amount equal to the Required Payment. To
the extent that any proceeds are then remaining, such proceeds shall be
allocated pro rata among MGM Holdings and the Strategic Investors and as
provided by Delaware law.
For purposes of the Subordination Agreement, each of the
Strategic Investors and MGM Holdings agree that the total amount of Carolco
Securities that it holds shall be allocated between Old Common and New
Common according with the following percentages:
Pioneer 35% Old Common
65% New Common
Cinepole 54% Old Common
46% New Common
RCS 100% Old Common
0% New Common
MGM Holdings 0% Old Common
100% New Common
Item 7. Material to be Filed as Exhibits.
EXHIBIT A Securities Purchase Agreement
EXHIBIT B Confidential Draft Term Sheet Proposed MGM Carolco
Distribution Agreement
EXHIBIT C Put and Call Agreement
EXHIBIT D Stockholders Agreement
EXHIBIT E Registration Rights Agreement
EXHIBIT F Subordination Agreement
EXHIBIT G 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.
_____________________________
(Date)
MGM HOLDINGS CORPORATION
_____________________________
(Signature)
_____________________________
(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.
_____________________________
(Date)
CREDIT LYONNAIS INTERNATIONAL
SERVICES
_____________________________
(Signature)
_____________________________
(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.
_____________________________
(Date)
CREDIT LYONNAIS
_____________________________
(Signature)
_____________________________
(Name/Title)
Appendix II
to Amendment No. 2
Amendment No. 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Carolco Pictures Inc.
(Name of Issuer)
Common Stock, par value $.01
(Title of Class of Securities)
143763-10-0
(CUSIP Number)
Mr. Rene-Claude Jouannet
Credit Lyonnais -- Paris
19 Boulevard des Italiens
75002 Paris
France
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
October 20, 1993
____________________________________________________________
(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 (x).
[Download Table]
SCHEDULE 13D
CUSIP No. 143763-10-0 Page 2 of __ 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
4 SOURCE OF FUNDS
AF; WC: See discussion in Item 3
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 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH 0
REPORTING PERSON WITH 8 SHARED VOTING POWER
Common Stock: 100,000,000;
See discussion in Items 4 and 5
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
Common Stock: 100,000,000;
See discussion in Items 4 and 5
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Common Stock: 100,000,000
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 41.7%
14 TYPE OF REPORTING PERSON
CO
[Download Table]
SCHEDULE 13D
CUSIP No. 143763-10-0 Page 3 of __ 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
AF; WC: See discussion in Item 3
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 7 SOLE VOTING POWER
BENEFICIALLY 0
OWNED BY EACH
8 SHARED VOTING POWER
REPORTING PERSON
Common Stock: 100,000,000;
WITH
See discussion in Items 4 and 5
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
Common Stock: 100,000,000;
See discussion in Items 4 and 5
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Common Stock: 100,000,000;
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 41.7%
14 TYPE OF REPORTING PERSON
CO
[Download Table]
SCHEDULE 13D
CUSIP No. 143763-10-0 Page 4 of __ 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
AF; WC: See discussion in Item 3
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 7 SOLE VOTING POWER
BENEFICIALLY 0
OWNED BY EACH
8 SHARED VOTING POWER
REPORTING PERSON
Common Stock: 100,000,000;
WITH
See discussion in Items 4 and 5
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
Common Stock: 100,000,000;
See discussion in Items 4 and 5
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Common Stock: 100,000,000;
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 41.7%
14 TYPE OF REPORTING PERSON
CO
This Amendment No. 1 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") and amends and restates in its entirety the initial
Statement dated September 7, 1993, filed by the Reporting Persons with
respect to Series A Convertible Preferred Stock, par value $1.00
("Preferred Stock"), and Common Stock, par value $.01 ("Common Stock"), of
Carolco Pictures, Inc. ("Carolco") (the "Schedule 13D"). This Amendment
No. 1 is filed to disclose transactions in the securities of Carolco
resulting from the previously disclosed financial restructuring of Carolco
and related matters.
Item 1. Security and Issuer.
The titles of the classes of equity securities to which this
statement relates are as follows:
(i) Preferred Stock of Carolco; and
(ii) Common Stock of Carolco.
The name and address of the principal executive offices of
Carolco are:
Carolco Pictures Inc.
8800 Sunset Boulevard
Los Angeles, California 90069
All information contained in this Amendment No. 1 relating to Carolco,
Pioneer LCDA ("Pioneer"), Canal+ S.A. ("Canal+") or RCS Video International
Services B.V. ("RCS"), or any of their respective officers, directors,
stockholders, affiliates or subsidiaries is based upon publicly available
information or information provided by such person.
Item 2. Identity and Background.
The name, address and principal executive office of MGM Holdings
are:
MGM Holdings Corporation
19, boulevard des Italiens
75002 Paris
France
MGM Holdings is a holding company organized and existing under
the laws of the state of Delaware.
The attached Schedule I is a list of the executive officers and
directors of MGM Holdings which contains the following information with
respect to each such person: (i) name; (ii) business address; (iii)
present principal occupation or employment and the name, principal business
and address of any corporation or other organization in which such
employment is conducted; and (iv) place of citizenship.
MGM Holdings is a wholly-owned subsidiary of CLIS, a corporation
organized and existing under the laws of France. The address of CLIS's
principal executive office is:
19, boulevard des Italiens
75002 Paris
France
The attached Schedule II is a list of the executive officers and
directors of CLIS, which contains the following information with respect to
each such person: (i) name; (ii) business address; (iii) present principal
occupation or employment and the name, principal business and address of
any corporation or other organization in which such employment is
conducted; and (iv) place of citizenship.
CLIS is a wholly-owned subsidiary of Credit Lyonnais, a banking
institution organized and existing under the laws of France. The address
of Credit Lyonnais' principal executive office is:
19, boulevard des Italiens
75002 Paris
France
The attached Schedule III is a list of the executive officers and
directors of Credit Lyonnais, which contains the following information with
respect to each such person: (i) name; (ii) business address; (iii)
present principal occupation or employment and the name, principal business
and address of any other organization in which such employment is
conducted; and (iv) place of citizenship.
During the last five years, none of the Reporting Persons or, to
the best knowledge of any of the Reporting Persons, any person named on
Schedule I, II or III hereto has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or has been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The amount of funds to be used by MGM Holdings in making the
purchases of Preferred Stock and 5% Payment-in-Kind Convertible
Subordinated Notes due 2002 ("5% Notes") to which this statement relates
is, (i) with respect to Preferred Stock, $30,000,000, and (ii) with respect
to 5% Notes, $30,000,000. The source of the funds used to purchase the
Preferred Stock and 5% Notes initially was an overdraft from Credit
Lyonnais Bank Nederland N.V., which shall be replaced with a capital
contribution to MGM Holdings from CLIS.
Item 4. Purpose of Transaction.
The purchases of Preferred Stock and 5% Notes to which this
statement relates are part of a financial restructuring undertaken by
Carolco through the exchange of certain of Carolco's existing debt
securities and preferred stock, as well as the cash sales of Preferred
Stock and 5% Notes and the consummation of certain related transactions
(the "Restructuring"). The Restructuring included the following main
elements:
(a) Carolco exchanged an aggregate of (i) $22,496,000 in
principal amount of its 11.5%/10% Reducing Rate Senior Notes due 2000,
(the "New Senior Notes") for $22,496,000 in principal amount of the
Company's 14% Senior Notes Due June 1, 1993 (the "14% Notes")
outstanding and (ii) $12,700,000 in principal amount of its 13%/12%
Reducing Rate Senior Subordinated Notes due 1999, (the "New Senior
Subordinated Notes") for $12,700,000 in principal amount of Carolco's
13% Senior Subordinated Notes due December 1, 1996 (the "13% Notes")
outstanding and not owned by Carolco. In connection with the
exchange, tendering holders of the 14% Notes received an amount in
cash equal to the amount of interest that accrued on the New Senior
Notes for the period of December 1, 1992, through the date of issuance
of the New Senior Notes. Tendering holders of the 13% Notes received
an amount, 50% of which consisted of cash and 50% of which consisted
of additional New Senior Subordinated Notes, equal to the amount of
interest that accrued on the New Senior Subordinated Notes for the
period of December 1, 1992 through the date of issuance of the new
Senior Subordinated Notes. Concurrently with the making of the offers
to exchange the 13% Notes and the 14% Notes, the Company successfully
solicited from the holders of the 13% Notes their consent to certain
amendments to the indenture pursuant to which the 13% Notes were
issued and the wavier of certain events of default under such
indenture. The amendments were adopted, and the events of default
were waived.
(b) Certain holders of Carolco's 10% Convertible Subordinated
Debentures Due 2006 ("10% Debentures") and one holder of its Series D
Convertible Exchangeable Preferred Stock, par value $1.00 ("Series D
Preferred"), exchanged such securities for an aggregate of 22,500,000
shares of Common Stock. In connection with this exchange, the holder
of the Series D Preferred received $20,000 in cash, which represents a
portion of the accrued but unpaid dividends on the Series D Preferred.
(c) Carolco, MGM Holdings, Cinepole Productions B.V. (an
affiliate of Canal+ ("Cinepole")), and Pioneer entered into a
Securities Purchase Agreement, dated as of May 25, 1993, which was
amended by amendments dated as of July 29, 1993, August 19, 1993 and
October 7, 1993 (the "Purchase Agreement"). A copy of the Purchase
Agreement, as amended, is attached hereto as Exhibit A. Pursuant to
the Purchase Agreement, MGM Holdings purchased from Carolco (i) 30,000
shares of Preferred Stock at a purchase price of $1,000 per share and
(ii) $30,000,000 in aggregate principal amount of 5% Notes. Cinepole
purchased 12,500 shares of Preferred Stock at a purchase price of
$1,000 per share. Pioneer purchased 40,000 shares of Preferred Stock
at a purchase price of $1,000 per share. Each of these purchases was
consummated on October 20, 1993.
Each share of Preferred Stock is convertible at the option
of the holder of such share into that number of shares of Common Stock
obtained by dividing the sum of (i) $1,000 and (ii) the amount of
accrued but unpaid dividends with respect to such share by $.60, which
amount is subject to adjustment. Consequently, the 30,000 shares of
Preferred Stock purchased by MGM Holdings are convertible into
50,000,000 shares of Common Stock, subject to adjustment. The holders
of Preferred Stock are entitled to the same voting rights as such
holders would be entitled to if they converted their Preferred Stock
into Common Stock.
The 5% Notes are subject to mandatory conversion into shares
of Common Stock upon the following conditions:
(i) following the date upon which MGM Holdings' subsidiary,
Metro-Goldwyn-Mayer ("MGM"), receives $100,000,000 in
distribution fees pursuant to motion picture distribution
agreements with Carolco, relating to domestic theatrical and non-
theatrical rights, certain specified U.S. television rights and
certain specified foreign rights to take effect, with respect to
each of the rights granted, when Carolco's current agreements or
arrangements relating to such rights expire (collectively, the
"Distribution Agreement") (Carolco and MGM have executed a term
sheet with respect to the material terms of the Distribution
Agreement, a copy of which is attached hereto as Exhibit B);
(ii) if Carolco terminates the Distribution Agreement
because of an uncured breach by MGM in accordance with its
termination rights set forth in the Distribution Agreement; or
(iii) if, after MGM receives $90,000,000 in distribution
fees pursuant to the Distribution Agreement, MGM fails to provide
certain informational reports to Carolco and fails to cure such
failure in accordance with the terms of the Distribution
Agreement.
The 5% Notes are convertible at the option of the holders
thereof upon maturity and upon the occurrence of certain other
conditions set forth in the indenture relating to the %5 Notes.
In the event of a conversion, each $1,000 of principal
amount of 5% Notes will be converted into 1,666.667 shares of Common
Stock, which amount is subject to adjustment. In the event of a
mandatory conversion, each $1,000 of unpaid interest on the 5% Notes
being converted will also be converted into 1,666.667 shares of Common
Stock, which amount is subject to adjustment. Consequently, the
$30,000,000 in aggregate principal amount of 5% Notes purchased by MGM
Holdings are convertible into approximately 50,000,000 shares of
Common Stock, subject to adjustment.
(d) Carolco, Pioneer, Le Studio Canal+ (a wholly-owned
subsidiary of Canal+ and the sole stockholder of Cinepole ("Studio
Canal+")), and RCS (collectively, the "Strategic Investors") executed
a Contribution and Exchange Agreement, dated as of May 25, 1993, which
was amended by amendments dated as of July 29, 1993 and October 15,
1993 (the "Contribution and Exchange Agreement"). A copy of the
Contribution and Exchange Agreement is attached hereto as Exhibit C.
Pursuant to the Contribution and Exchange Agreement, the Strategic
Investors (i) exchanged certain of their existing Carolco securities
for shares of Common Stock, (ii) discharged certain loan obligations
of Carolco to them in exchange for shares of Common Stock and all of
the shares of the common stock of Carolco's subsidiary, LIVE
Entertainment Inc., owned by Carolco and currently pledged to the
Strategic Investors, (iii) exchanged a portion of Carolco's existing
preferred stock and 10% Debentures held by them for an aggregate of
72,000,000 shares of Common Stock, and (iv) transferred to Carolco as
a capital contribution any existing preferred stock or 10% Debentures
held by them after the exchanges are completed, together with certain
other obligations of Carolco to it.
(e) The fifteen-member Board of Directors of Carolco (the
"Board") will be reconstituted.
In connection with the Restructuring, Carolco has taken the
following actions:
(a) On December 24, 1992, Carolco filed with the Securities and
Exchange Commission (the "SEC") a Registration Statement on Form S-1,
Registration Number 33-56380, relating to the Restructuring and the
other actions taken by Carolco in connection with the Restructuring
(the "Registration Statement"). On August 27, 1993, the SEC declared
the Registration Statement, as amended, effective.
(b) Carolco executed a Standby Purchase and Investment Agreement
(the "Standby Agreement") with the Strategic Investors and Tele-
Communications, Inc. ("TCI"), dated as of July 29, 1993, a copy of
which is attached hereto as Exhibit D. Pursuant to the Standby
Agreement, Pioneer, RCS and Cinepole will purchase an aggregate of up
to $27,500,000 of Carolco's 7% Convertible Subordinated Notes due 2006
on the later to occur of December 30, 1994 or the date on which
certain conditions are met. Canal+ and TCI will invest an aggregate
of up to $27,500,000 in co-productions of Carolco's motion pictures
upon the satisfaction of certain conditions, but in no event prior to
December 30, 1994. The total amount invested pursuant to the Standby
Agreement will not exceed $47,500,000.
(c) Carolco offered to purchase all of the outstanding shares of
common stock of The Vista Organization, Ltd. ("Vista") other than
shares owned by Carolco, together with all of the Carolco Series A
Common Stock Put Rights associated with and represented by such shares
(the "Vista Tender Offer"). 18,302,963 shares of common stock of
Vista were tendered to Carolco for purchase.
(d) At a special meeting, the stockholders of Carolco voted to
amend Carolco's Restated Certificate of Incorporation (the "Restated
Certificate") to (i) delete a provision that divides the Board into
three classes with staggered terms, (ii) delete a provision that
restricts Carolco's ability to engage in certain transactions with
interested stockholders unless approvals of stockholders or the Board
are obtained, and (iii) to increase the number of shares of Common
Stock that Carolco is authorized to issue to 500,000,000. The
stockholders also voted to amend Carolco's 1989 Stock Option and Stock
Appreciation Rights Plan (the "1989 Plan"). The amendments to the
1989 Plan (i) increased the maximum number of shares of Common Stock
that may be issued under the 1989 Plan from 2,500,000 shares to
20,000,000 shares, (ii) changed the committees of the Board that
administer the 1989 Plan to consist of two or more directors of
Carolco in accordance with Rule 16b-3(c)(2)(i) promulgated under the
Securities Exchange Act of 1934 instead of three or more directors,
and (iii) added a provision for formula grants of options to directors
of Carolco and members of certain committees of the Board.
In connection with the Restructuring, MGM Holdings, Credit
Lyonnais and Cinepole have executed a Put and Call Agreement (the "Put and
Call Agreement"), dated October 20, 1993, a copy of which is attached
hereto as Exhibit E. The Put and Call Agreement contains provisions
granting MGM Holdings the right to put certain shares of Common Stock to
Cinepole and granting Cinepole a similar right to purchase certain shares
of Common Stock from MGM Holdings upon the conversion of 5% Notes pursuant
to the terms and conditions of the indenture relating to the 5% Notes. See
Item 6 below for a summary of the provisions of the Put and Call Agreement.
Following the Restructuring, MGM Holdings and the Strategic
Investors will control a majority of the Board. MGM Holdings, the
Strategic Investors and New Carolco Investments, B.V. ("New CIBV") have
executed a Stockholders Agreement (the "Stockholders Agreement"), dated
October 20, 1993, a copy of which is attached hereto as Exhibit F, which
contains provisions relating to the composition of the Board, the election
and removal of directors and voting with respect to certain types of
transactions. See Item 6 below for a summary of the such provisions.
The agreements and arrangements described in this Item 4 to which
MGM Holdings or Credit Lyonnais is a party have been entered into by MGM
Holdings and Credit Lyonnais to preserve the value of MGM Holdings'
subsidiary, MGM. Except as described above, none of the Reporting Persons
nor, to the best knowledge of any of the Reporting Persons, any person
identified in Schedule I, II or III has any plans or proposals which relate
to, or which result in, any of the matters referred to in Paragraphs (a)-
(j) of Item 4 of the Special Instructions for Complying with Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Persons, Canal+, Studio Canal+, Cinepole,
Pioneer and RCS may be deemed to have formed a group for the purpose of
obtaining a majority representation on the Board upon the consummation of
the Restructuring.
Credit Lyonnais, CLIS and MGM Holdings may be deemed beneficially
to own:
[Enlarge/Download Table]
Title of Class Number of Shares Percent of Class
Common Stock 50,000,000<F1> 20.8
Common Stock 50,000,000<F2> 20.8
TOTAL 100,000,000 41.7<F3>
<FN>
<F1> These shares may be acquired upon the conversion of 30,000 shares of Preferred Stock.
<F2> These shares may be acquired upon the conversion of 5% Notes.
<F3> Does not foot due to rounding.
[Enlarge/Download Table]
BY CANAL+
Canal+ may be deemed beneficially to own indirectly through Studio Canal+:
Title of Class Number of Shares Percent of Class
Common Stock 2,643,109<F1> 1.6
Common Stock 333,334<F2> .2
TOTAL 2,976,443 1.8
<FN>
<F1> These shares are subject to a pledge agreement which does not satisfy the conditions set forth in SEC Rule 13d-
3(d)(3).
<F2> These shares may be acquired upon the exercise of an option.
Canal+ may be deemed beneficially to own indirectly through Studio Canal+
(which owns such shares indirectly through Cinepole) the following
securities of Carolco:
[Enlarge/Download Table]
Title of Class Number of Shares Percent of Class
Common Stock 26,100,032 16.2
Common Stock 20,833,333<F1> 12.9
TOTAL 46,933,365 29.1
<FN>
<F1> These shares may be acquired upon the conversion of 12,500 shares of Preferred Stock.
[Enlarge/Download Table]
BY PIONEER
Title of Class Number of Shares Percent of Class
Common Stock 46,420,574 22.4
Common Stock 66,666,666<F1> 32.2
Common Stock 2,643,109<F2> 1.3
Common Stock 333,334<F3> .2
TOTAL 116,063,683 56.1
<FN>
<F1> These shares may be acquired upon the conversion of 40,000 shares of Preferred Stock.
<F2> See Footnote 3 on page 14.
<F3> See Footnote 4 on page 14.
[Download Table]
BY RCS
Title of Class Number of Shares Percent of Class
Common Stock 15,960,316 11.4
Common Stock 2,643,109<F1> 1.9
Common Stock 333,334<F2> .2
TOTAL 18,936,759 13.5
<FN>
<F1> See Footnote 3 on page 14.
<F2> See Footnote 4 on page 14.
(b) Each of the Reporting Persons is deemed to have shared power
to vote, to direct the vote, to dispose and to direct the disposition of
all shares listed as being owned by them in paragraph (a) above. Each of
Canal+, Studio Canal+ and Cinepole is deemed to have shared power to vote,
to direct the vote, to dispose and to direct the disposition of all shares
listed as being beneficially owned by any of them in paragraph (a) above.
Except as described above, each person named in paragraph (a)
above has the sole power to vote or direct the vote and to dispose or
direct the disposition of all of the shares listed as being beneficially
owned by such person in paragraph (a) above.
(c) Except as otherwise disclosed in this Amendment No. 1, none
of the Reporting Persons nor, to the best knowledge of any of the Reporting
Persons, any person listed on Schedule I, II or III hereto nor any person
named in paragraph (a) above has effected any transactions contemplated by
the instructions to Item 5(c) of Schedule 13D in Common Stock, Preferred
Stock or 5% Notes during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Except as described in Item 4 above and this Item 6 and as set
forth in the agreements referred to in such Items, none of the Reporting
Persons or, to the best knowledge of any of the Reporting Persons, any of
the individuals identified in Schedule I, II or III has any contract,
arrangement, understanding or relationship with any person with respect to
any security of Carolco.
The discussion of the terms of the agreements referred to below
is only a brief summary and is qualified in its entirety by reference to
the agreements which are attached hereto as Exhibits and incorporated
herein by reference.
(a) Securities Purchase Agreement (Exhibit A).
Pursuant to the Purchase Agreement, MGM Holdings purchased from
Carolco (i) 30,000 shares of Preferred Stock at a purchase price of $1,000
per share and (ii) $30,000,000 in aggregate principal amount of 5% Notes.
Cinepole purchased 12,500 shares of Preferred Stock at a purchase price of
$1,000 per share. Pioneer purchased 40,000 shares of Preferred Stock at a
purchase price of $1,000 per share.
The Purchase Agreement contains certain other provisions
customary to an agreement of its nature.
(b) Put and Call Agreement (Exhibit E).
Pursuant to the Put and Call Agreement, MGM Holdings has the
right to put to Cinepole at any one time during the 90-day period
immediately following the Trigger Date (as defined in the Put and Call
Agreement) 25,000,000 shares of Common Stock, which amount is subject to
adjustment, at a price to be determined according to a specified formula.
Cinepole has a similar right to purchase Common Stock once from MGM
Holdings at any time during the 90-day period immediately following the
Trigger Date at a purchase price to be determined according to a specified
formula. Cinepole may pay any or all of the put or purchase price by
transferring 7% Notes to MGM Holdings.
The amount of shares of Common Stock subject to the put or
purchase provisions will be reduced by an amount equal to 50% of the
aggregate face amount of any 5% Notes or the aggregate amount of any
Preferred Stock sold or disposed by MGM Holdings prior to the date of the
exercise of such put or purchase, except for any transfer of 5% Notes or
Preferred Stock by MGM Holdings under certain limited circumstances. The
put and purchase rights granted in the Put and Call Agreement will
terminate in the event that MGM Holdings and Credit Lyonnais own less than
1% of the outstanding capital stock of MGM.
The Put and Call Agreement contains certain other provisions
customary to an agreement of its nature.
(c) Stockholders Agreement (Exhibit F).
Pursuant to the Stockholders Agreement, Pioneer has the right to
designate four directors to the Board, each of MGM Holdings and Cinepole
has the right to designate three directors and RCS has the right to
designate one director. Each of MGM Holdings, Cinepole, Pioneer and RCS
(individually, a "Designating Stockholder", and collectively, the
"Designating Stockholders") agree to vote for the designees of the other
Designating Stockholders. Additionally, each Designating Stockholder
agrees to take all appropriate action to effect the removal of any designee
of another Designating Stockholder upon receipt of a written request from
such Designating Stockholder to do so. The Stockholders Agreement provides
for the reduction of the number of director designees allocated to each
Designating Stockholder upon the reduction of the amount of Preferred
Stock, 5% Notes and Common Stock held by such Designating Stockholder below
certain specified levels.
The Designating Stockholders agree to cause their respective
designated directors to take the necessary corporate action to establish a
Supervisory Committee of the Board, if such action is consistent with such
director's fiduciary duty. Additionally, each Designating Stockholder
agrees to cause its designated directors to vote: (i) to adopt any
amendment to the Bylaws of Carolco (the "Bylaws") that may be proposed in
connection with the Registration Statement, if such adoption is consistent
with such director's fiduciary duty; (ii) against any proposal to amend the
Restated Certificate or Bylaws or change the composition of the Board
unless all of the Designating Stockholders agree to vote in favor of such
proposal; and (iii) to adopt resolutions requiring that any Major Decision
(as defined in the Stockholders Agreement) will require the affirmative
vote of at least 85% of the Board and of designated directors of at least
three of the Designating Stockholders.
The Stockholders Agreement entitles MGM Holdings to participate
proportionately in certain sales or dispositions by any two or more of the
Strategic Investors of a required minimum amount of securities of Carolco,
subject to certain conditions. Pioneer, RCS and New CIBV are entitled to
participate proportionately in certain sales and dispositions by MGM
Holdings and Cinepole of securities of Carolco, subject to certain
conditions. Cinepole, RCS and New CIBV are entitled to participate
proportionately in certain sales and dispositions by MGM Holdings and
Pioneer of a required minimum amount of securities of Carolco, subject to
certain conditions.
The Stockholders Agreement contains certain other provisions
customary to an agreement of its nature.
(d) Registration Rights Agreement (Exhibit G).
The Registration Rights Agreement (the "Registration Rights
Agreement") provides certain registration rights to MGM Holdings, Pioneer,
Cinepole, and RCS and certain successors-in-interest thereof as holders of
securities of Carolco (individually, a "Holder", and collectively, the
"Holders"). The Registration Rights Agreement applies to Preferred Stock
and 5% Notes acquired pursuant to the Purchase Agreement, any shares of
Common Stock into which Preferred Stock or 5% Notes are converted, any
shares of Common Stock acquired by RCS pursuant to the RCS Stock Purchase
Agreement (as defined in the Registration Rights Agreement), any shares of
Common Stock received by Pioneer, Cinepole or RCS pursuant to the
Contribution and Exchange Agreement (as defined in the Registration Rights
Agreement) or owned by Pioneer, Cinepole or RCS on the date of the
execution of the Purchase Agreement that are not exchangeable or
contributed pursuant to the Contribution and Exchange Agreement, and
certain securities received by the Holders as a result of holding such
securities (individually, a "Registrable Security", and collectively,
"Registrable Securities").
Pursuant to the Registration Rights Agreement, MGM Holdings or
its successors-in-interest may make up to two requests, subject to certain
limitations, that Carolco effect the registration under the Securities Act
of Registrable Securities that are beneficially owned by them during the
time period beginning six months after the consummation of the transactions
contemplated in the Purchase Agreement and ending the earlier of 18 months
after such consummation or the date on which MGM Holdings no longer owns
any Registrable Securities (the "MGM Registration Period"). During the MGM
Registration Period, MGM Holdings' right to demand registration shall be
exclusive, and Carolco will not effect a registration during the MGM
Registration Period for itself or any other Holders.
Upon the expiration of the MGM Registration Period, any Holder
may make up to two requests, subject to certain limitations, that Carolco
effect the registration under the Securities Act of Registrable Securities
that are beneficially owned by it.
The Registration Rights Agreement requires that any request cover
a minimum amount of Registrable Securities in order for Carolco to be
obligated to effect a registration with respect thereto.
If at any time, Carolco proposes to file a registration statement
under the Securities Act with respect to any offering by Carolco of any of
its securities (other than a registration statement on Form S-4 or S-8),
the Company will offer (a) to MGM Holdings and Holders who are transferees
from MGM Holdings prior to the expiration of the MGM Registration Period
and (b) thereafter, to all Qualifying Holders (as defined in the
Registration Rights Agreement) the opportunity to register such number,
which must exceed a specified minimum amount, of Registrable Securities, as
each such holder may request. If such Registrable Securities exceed the
number of securities that can be sold in such offering, Carolco shall
reduce the number of Registrable Securities to be offered for the account
of such holders pro rata based upon the relative number of any Registrable
Securities requested to be included in such registration by each such
holder.
The total number of demand registrations available to any Holder
will be reduced for such Holder by the number of piggyback registrations in
which such Holder includes the minimum number of Registrable Securities
which such Holder would be entitled to include in a demand registration.
The Registration Rights Agreement contains certain other
provisions that are customary to an agreement of its nature.
(e) Subordination Agreement (Exhibit H).
Pursuant to the Subordination Agreement, any proceeds to be
received by any of the Strategic Investors upon a liquidation, dissolution
or winding up of Carolco with respect to any securities of Carolco held by
such Strategic Investor prior to the Restructuring ("Old Common") shall be
subordinate, to the extent of the Required Payment (as defined in the
Subordination Agreement), to any proceeds to be received with respect to
any Common Stock resulting from the conversion of Preferred Stock or 5%
Notes held by any of the Strategic Investors or MGM Holdings pursuant to
the Purchase Agreement ("New Common"). After the Required Payment has been
paid to the holders of New Common, all proceeds shall be payable pro rata
to the Strategic Investors with respect to Old Common in an amount equal to
the Required Payment. To the extent that any proceeds are then remaining,
such proceeds shall be allocated pro rata among MGM Holdings and the
Strategic Investors and as provided by Delaware law.
For purposes of the Subordination Agreement, each of the
Strategic Investors and MGM Holdings agree that the total amount of Carolco
Securities that it holds shall be allocated between Old Common and New
Common according with the following percentages:
Pioneer 35% Old Common
65% New Common
Cinepole 54% Old Common
46% New Common
RCS 100% Old Common
0% New Common
MGM Holdings 0% Old Common
100% New Common
Item 7. Material to be Filed as Exhibits.
EXHIBIT A Securities Purchase Agreement
EXHIBIT B Confidential Draft Term Sheet Proposed MGM Carolco
Distribution Agreement
EXHIBIT C Contribution and Exchange Agreement
EXHIBIT D Standby Purchase Agreement
EXHIBIT E Put and Call Agreement
EXHIBIT F Stockholders Agreement
EXHIBIT G Registration Rights Agreement
EXHIBIT H Subordination Agreement
EXHIBIT I 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.
______________________________
(Date)
MGM HOLDINGS CORPORATION
______________________________
(Signature)
______________________________
(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.
______________________________
(Date)
CREDIT LYONNAIS INTERNATIONAL
SERVICES
______________________________
(Signature)
______________________________
(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.
______________________________
(Date)
CREDIT LYONNAIS
______________________________
(Signature)
______________________________
(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,
Directeur Adjoint of International Affairs 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.
[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 CLIS.
Dominique Ogee France Chairman of the Board and Chief Executive
Officer,
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.
[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 Yves Haberer France Chairman of the Board,
Chief Executive Officer and President
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
Pierre de Boissieu France Director,
Head of Economic and Foreign Affairs to the
Ministry of Foreign Affairs
37, quai d'Orsay
75007 Paris
France
Michel Covet France Director,
Credit Lyonnais employee
Jean-Claude Cuny France Director,
Credit Lyonnais employee
Denise Gerlat France Director,
Credit Lyonnais employee
Pierre Gisserot France Director,
Head of General Inspection of Finance of the
Ministry of Economy
139, rue de Bercy
75012 Paris
France
Daniel Houri France Director,
Chief Counsellor of the Government Audit
Office
26, rue de la Pepiniere
75008 Paris
France
Jacques Journoud France Director,
Credit Lyonnais employee
Marc de Lacharriere France Director,
Chairman of Fimalac
97, rue de Lille
75007 Paris
France
Jean Lavergne France Director,
Advisor for Social Affairs to the Presidency
of the French Republic
55-57, rue du Faubourg
Saint-Honore
75008 Paris
France
Raymond Levy France Director,
Honorary Chairman of Renault SA
34, quai le Gallo
92109 Boulogne-Billancourt
France
Didier Lombard France Director,
General Manager of the Industry to the
Ministry of Industry
3/5, rue Barbet de Jouy
75007 Paris
France
Jean Pierson France Director,
Director and Chief Executive Officer of
Airbus Industries
1, Rond point M. Bellonte
31707 Blagnac Cedex
France
Jean-Jacques Pouyadoux France Director,
Credit Lyonnais employee
Gilbert Trigano France Director,
Honorary Chairman of Club Mediterranee
2, rue de 4 Septembre
75002 Paris
France
Michel Renault France General Manager,
Member of the Executive Committee
Francois Gille France General Manager,
Member of the Executive Committee
Claude Rubinowicz France Deputy General Manager,
Member of the Executive Committee
Pierre Laurent France Deputy General Manager,
Member of the Executive Committee
Jean Yves Durance France Deputy General Manager,
Member of the Executive Committee
Serge Boutissou France Deputy General Manager,
Member of the Executive Committee
Chantal Lanchon France Deputy General Manager,
Member of the Executive Committee
Joseph Musseau France Executive Vice-President,
Member of the Executive Committee
Jean Cedelle France Executive Vice-President,
Member of the Executive Committee
Sylvain Carnot France Executive Vice-President,
Member of the Executive Committee
[Download Table]
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit Title of Document Page
A Securities Purchase Agreement, dated
as of May 25, 1993, among Carolco, MGM
Holdings, Cinepole and Pioneer, as
amended by amendments dated as of July
29, 1993, August 19, 1993 and October
7, 1993.
B Confidential Draft Term Sheet Proposed
MGM Carolco Distribution Agreement,
dated as of April 23, 1993, between
Carolco and Metro-Goldwyn-Mayer Inc.
C Contribution and Exchange Agreement,
dated as of May 25, 1993, as amended
by amendments dated as of July 29,
1993, and October 15, 1993, among
Carolco, Pioneer, Le Studio Canal+ and
RCS.
D Standby Purchase and Investment
Agreement, dated as of July 29, 1993,
among Carolco, Pioneer, Le Studio
Canal+, RCS and TCI.
E Put and Call Agreement, dated October
20, 1993 among MGM Holdings, Credit
Lyonnais and Cinepole.
F Stockholders Agreement, dated October
20, 1993, among MGM Holdings, Pioneer,
Studio Canal+, RCS and New CIBV.
G Registration Rights Agreement, dated
October 20, 1993, among Carolco, MGM
Holdings, Pioneer, Cinepole and RCS.
H Subordination Agreement, dated as of
October 20, 1993, among MGM Holdings,
Pioneer, Cinepole, RCS and RCS
International Communications N.V.
I Joint Filing Statement Pursuant to
Rule 13D-1 dated October 29, 1993,
among MGM Holdings, CLIS and Credit
Lyonnais.
Dates Referenced Herein and Documents Incorporated by Reference
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