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): October 2, 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
ADJUSTMENT OF MERGER CONSIDERATION. On October 2, 1997, Cinergi Pictures
Entertainment Inc. (the "Company") announced that, pursuant to the terms of the
Agreement of Merger dated as of September 2, 1997 (the "Merger Agreement") among
the Company, Andrew G. Vajna (Chairman of the Board, President and Chief
Executive Officer of the Company), Valdina Corporation N.V. ("Valdina") and CPEI
Acquisition, Inc. ("Newco"), the cash amount per share which stockholders of the
Company (other than Mr. Vajna, Valdina and stockholders who perfect dissenters'
rights) will be entitled to receive upon conversion of shares of Company Common
Stock in the merger of Newco with and into the Company has been adjusted upwards
from $2.30 to $2.39 per share. The merger consideration has been adjusted
upwards as a result of the Company's receipt of overages in connection with
the soundtrack to EVITA and the Company's settlement of its obligations
under the Company's "first look" arrangement with Oliver Stone and certain
affiliates of Mr. Stone. Additional information regarding such adjustments
to the merger consideration is contained in the press release filed
herewith as Exhibit 99.1 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
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10.1 Termination Agreement dated as of September 10, 1997,
between Cinergi Pictures Entertainment Inc. and Cinergi
Productions N.V. Inc., on the one hand, and Ixtlan
Corporation, Illusion Entertainment Group,
Quetzalcoatl, Inc. and Oliver Stone, on the other hand.
99.1 Press Release issued on October 2, 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: October 9, 1997 By: /s/ Warren Braverman
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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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10.1 Termination Agreement dated as of September 10, 1997 between
Cinergi Pictures Entertainment Inc. and Cinergi Productions
N.V. Inc., on the one hand, and Ixtlan Corporation, Illusion
Entertainment Group, Quetzalcoatl, Inc. and Oliver Stone, on
the other hand.
99.1 Press Release issued on October 2, 1997.
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