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): July 9, 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
ASSIGNMENT AGREEMENT WITH TWENTIETH CENTURY FOX. On July 15, 1997, Cinergi
Pictures Entertainment Inc. and its subsidiary, Cinergi Productions N.V.
Inc., (collectively, the "Company") entered into an Assignment Agreement with
Twentieth Century Fox Film Corporation to sell to Fox, subject to certain
conditions, the Company's rights in DIE HARD WITH A VENGEANCE in exchange for
$11,250,000 in cash. Additional information regarding the terms and
conditions of the sale of the Company's rights in DIE HARD WITH A VENGEANCE
and the provisions of the Assignment 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.
CHANGE IN BENEFICIAL OWNERSHIP OF ANDREW G. VAJNA, CHAIRMAN OF THE BOARD
OF DIRECTORS AND CHIEF EXECUTIVE OFFICER OF THE COMPANY. On July 9, 1997,
Andrew G. Vajna, Chairman of the Board and Chief Executive Officer of the
Company, filed with the Securities and Exchange Commission an amendment to
his Schedule 13D indicating that, upon redemption of certain shares in a
foreign corporation by such corporation as described below (the
"Redemption"), Mr. Vajna will be the beneficial owner (as determined in
accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as
amended ("Rule 13d-3")) of 6,821,318 shares (approximately 50.7%) of the
Company's Common Stock. Those 6,821,318 shares include (i) 372,341 shares
(the "Proxy Shares") owned by Warren Braverman, the Company's Executive Vice
President, Chief Operating Officer and Chief Financial Officer, which Mr.
Vajna has the right to vote pursuant to an irrevocable proxy and (ii) 957,446
shares (the "Valdina Shares") owned by Valdina Corporation N.V. ("Valdina")
which, upon such Redemption, will be indirectly beneficially owned 99.8% by
Mr. Vajna and 0.2% by The Mong Family Trust which benefits certain
descendants of Mong Hing Yan, including the son of Mr. Vajna (the "Trust").
Prior to effectiveness of such Redemption, Mr. Vajna beneficially owns (as
determined in accordance with Rule 13d-3) 5,863,872 shares (approximately
43.6%) of the Company's Common Stock including the Proxy Shares, but
excluding the Valdina Shares as to which Mr. Vajna has disclaimed beneficial
ownership because, prior to the Redemption, Valdina is indirectly
beneficially owned 49.9% by Mr. Vajna and 50.1% by the Trust and Mr. Vajna
does not have voting, investment or dispositive power with respect to the
Valdina Shares. On June 27, 1997, Valdina's indirect Dutch parent corporation
("Valdina Parent Corporation"), which was then owned 49.9% by Mr. Vajna and
50.1% by a corporation indirectly wholly owned by the Trust (the "Trust
Subsidiary"), acted to redeem substantially all of the interest of the Trust
Subsidiary in Valdina Parent Corporation (such Redemption anticipated by Mr.
Vajna to be effective within sixty days of June 27, 1997). The consideration
for the Redemption was the transfer by Valdina Parent Corporation to the
Trust Subsidiary of Valdina Parent Corporation's right and interest in a
portion of a pre-existing promissory note originally made by Mr. Vajna in
favor of Valdina Parent Corporation in 1995 in an unrelated transaction. The
foregoing information was obtained from Mr. Vajna and his Schedule 13D, as
amended.
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
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2.1 Assignment Agreement, dated as of July 14, 1997, between
Twentieth Century Fox Film Corporation and Cinergi
Pictures Entertainment Inc. and Cinergi Productions N.V.
Inc.
99.1 Press Release issued on July 16, 1997.
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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.
Date: July 15, 1997 By: /s/ Warren Braverman
---------------------------------------------
Name: Warren Braverman
Title: Chief Operating Officer, Chief
Financial Officer and Executive
Vice President
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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2.1 Assignment Agreement, dated as of July 14, 1997, between
Twentieth Century Fox Film Corporation and Cinergi
Pictures Entertainment Inc. and Cinergi Productions N.V.
Inc.
99.1 Press Release issued on July 16, 1997.
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