SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 3, 1997
CINERGI PICTURES ENTERTAINMENT INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-23958 95-4247952
(State or other (Commission (I.R.S. Employer
jurisdiction of Incorporation) File Number) Identification No.)
2308 BROADWAY, SANTA MONICA, CA 90404
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (310) 315-6000
N/A
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
On April 3, 1997, Cinergi Pictures Entertainment Inc. ("Cinergi") and
its subsidiary Cinergi Productions N.V. Inc. entered into a Purchase and Sale
Agreement with Walt Disney Pictures and Television, a subsidiary of The Walt
Disney Company, to sell to Disney substantially all of the films in Cinergi's
motion picture library and certain other assets. In exchange for the assets
being sold to Disney, Disney has agreed to relinquish its equity interest in
Cinergi (555,556 shares of Cinergi Common Stock and a warrant to purchase
150,000 shares of Cinergi Common Stock at an exercise price of $9.00 per
share), cancel its outstanding loans to Cinergi (approximately $38,400,000 as
of March 31, 1997), and assume with respect to the films and rights therein
being sold to Disney, all residuals and participation obligations, as well as
all scheduled obligations relating to Cinergi's existing exploitation
agreements. In addition, upon consummation of the sale to Disney, Cinergi's
twenty-five film domestic distribution arrangement with an affiliate of
Disney, under which nine films have been delivered, will be terminated.
Additional information regarding the terms and conditions of the sale of the
film library and the provisions of the Purchase and Sale Agreement (which is
filed herewith as Exhibit 2.1) is contained in the press release filed
herewith as Exhibit 99.1 which is incorporated herein by this reference.
On April 3, 1997, Cinergi also announced that it does not presently
intend to commence production on any additional motion pictures (although
the agreement with Disney does not preclude Cinergi, pending consummation
of the sale, from commencing production on films that would not be distributed
by Disney) and that it is in the process of considering its alternatives
assuming consummation of the sale of substantially all of the films in its
film library to Disney. Additional information regarding such announcement,
and Cinergi's consideration of its alternatives, as well as additional
information regarding other potential transactions, is contained in the
press release filed herewith as Exhibit 99.2 which is incorporated herein
by this reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
The Exhibits listed below are filed as part of this Report.
EXHIBIT NO. DESCRIPTION OF EXHIBIT
---------- ----------------------
2.1 Purchase and Sale Agreement, dated April 3, 1997, by and
between Cinergi Pictures Entertainment Inc. and Cinergi
Productions N.V. Inc. and Walt Disney Pictures and
Television Incorporated.
99.1 Press Release issued on April 3, 1997 regarding the sale of
the film library.
99.2 Press Release issued on April 3, 1997 regarding the
consideration of future plans.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CINERGI PICTURES ENTERTAINMENT INC.
By: /S/ WARREN BRAVERMAN
-----------------------------
Name: Warren Braverman
Title: Chief Operating Officer,
Chief Financial Officer and
Executive Vice President
Date: April 4, 1997
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
2.1 Purchase and Sale Agreement, dated April 3, 1997, by and between
Cinergi Pictures Entertainment Inc. and Cinergi Productions N.V.
Inc. and Walt Disney Pictures and Television Incorporated.
99.1 Press Release issued on April 3, 1997 regarding the sale of the
film library.
99.2 Press Release issued on April 3, 1997 regarding the consideration
of future plans.
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