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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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SCHEDULE 13E-3/A
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 2)
CINERGI PICTURES ENTERTAINMENT INC.
(Name of the Issuer)
CINERGI PICTURES ENTERTAINMENT INC.
CPEI ACQUISITION, INC.
ANDREW G. VAJNA
VALDINA CORPORATION N.V.
(Name of Persons Filing Statement)
Cinergi Pictures Entertainment Inc.
Common Stock, $.01 par value per share 172470106
(Title of Class of Securities) (CUSIP Number of Class of Securities)
Warren Braverman,
Chief Operating Officer
Cinergi Pictures Entertainment Inc.
2308 Broadway
Santa Monica, California 90404
(310) 315-6000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Persons Filing Statement)
With a copy to:
Ronald L. Blanc, Esq. John Schuster, Esq. John R. McHale, Esq.
Blanc Williams Johnston & Kronstadt Cahill, Gordon & Reindel Gipson Hoffman & Pancione, P.C.
1900 Avenue of the Stars, Suite 1700 80 Pine Street 1901 Avenue of the Stars, Suite 1100
Los Angeles, California 90067 New York, New York 10005 Los Angeles, California 90067
(310) 788-8213 (212) 701-3000 (310) 556-4660
This statement is filed in connection with (check the appropriate box):
a. /X/ The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C, or Rule
13e-3(c) under the Securities Exchange of 1934.
b. / / The filing of a registration statement under the Securities
Act of 1933.
c. / / A tender offer.
d. / / None of the above.
Check the following box if the solicitation materials or information
statement referred to in checking box (a) are preliminary copies: /X/
(CONTINUATION OF COVER PAGE OF SCHEDULE 13E-3/A)
Calculation of Filing Fee
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Transaction Valuation Amount of Filing Fee
$17,394,320* $3,478.87
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* Such amount represents an estimate of the proposed maximum amount
of merger consideration that could be paid in the Merger ($2.70
per share in cash with respect to 6,442,341 shares). Such
amounts of merger consideration are only estimates, are being
used solely for purposes of calculating the filing fee, and do
not necessarily represent the actual (or maximum) aggregate, or
per share, cash merger consideration, as such merger
consideration may be adjusted pursuant to the terms of the
Agreement of Merger, to be paid to Issuer's stockholders.
/X/ Check if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee
was previously paid. Identify the previous filing by
registration statement number, or the form or schedule and date
of its filing.
Amount Previously Paid: $15,258.33 Filing Party: Cinergi Pictures
------------------- Entertainment Inc.
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Form or Registration No.: SCHEDULE 14A Date Filed: September 17, 1997
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Exhibit Index appears on page 4
This Amendment No. 2 amends and supplements the Rule 13E-3 Transaction
Statement (the "Statement") relating to the solicitation of proxies by
Cinergi Pictures Entertainment Inc., a Delaware Corporation (the "Issuer"),
in connection with a Special Meeting of Issuer's stockholders at which they
will be asked to consider the approval of, among other things, an Agreement
of Merger, dated as of September 2, 1997, as amended (the "Merger
Agreement"), among Andrew G. Vajna ("Affiliate"), Valdina Corporation N.V.,
a corporation organized under the laws of the Netherlands Antilles
("Valdina"), CPEI Acquisition, Inc., a Delaware corporation controlled
by Affiliate ("Buyer"), and Issuer pursuant to which Buyer will merge with
and into Issuer.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended as follows:
(a) - (c) This statement is being filed by the Issuer, the Affiliate, the
Buyer and Valdina. The Affiliate (Andrew G. Vajna) is the sole
director and executive officer of Buyer and the controlling
stockholder of Buyer. Mr. Myron Dania is the sole Managing
Director of Valdina. Reference is made to the information set
forth in the Proxy Statement under the caption "PROPOSAL
NO 2 - Parties to the Merger," which information is incorporated
herein by this reference.
(d) Reference is made to the information set forth in the Proxy
Statement under the captions "CERTAIN INFORMATION REGARDING
THE COMPANY -- Directors and Executive Officers of the Company"
and "PROPOSAL NO. 2 - Parties to the Merger," which information
is incorporated herein by this reference.
(e) Each of Mr. Vajna, the Affiliate and sole director, executive
officer and controlling stockholder of Buyer, and Mr. Myron Dania,
the sole Managing Director of Valdina, have not during the last
five years been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(f) Each of Mr. Vajna, the Affiliate and sole director, executive
officer and controlling stockholder of Buyer, and Mr. Dania,
the sole Managing Director of Valdina, during the last five
years was not a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in
a finding that he violated federal or state securities laws, or
which resulted in a judgement, decree or final order enjoining
any further violations of, or prohibiting activities subject to,
federal or state securities laws.
(g) The Affiliate, Mr. Vajna, is a citizen of the United States. Mr.
Dania, the sole Managing Director of Valdina, is a citizen of the
Netherlands Antilles.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 is hereby amended by the addition of the following Exhibits
thereto:
(c)(1) Amendment No. 1 to Agreement of Merger, dated as of November 23,
1997. Included in Appendix "C" to Exhibit (d)(2) hereto.
(d)(2) Cinergi Pictures Entertainment Inc. revised preliminary Proxy
Statement
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SIGNATURE
After due 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.
/s/ ANDREW G. VAJNA
Date: November 24, 1997 --------------------------------------
Andrew G. Vajna
CINERGI PICTURES ENTERTAINMENT INC.
Date: November 24, 1997 By: /s/ WARREN BRAVERMAN
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Name: Warren Braverman
Title: Executive Vice President,
Chief Operating Officer
and Chief Financial Officer
CPEI ACQUISITION INC.
Date: November 24, 1997 By: /s/ ANDREW G. VAJNA
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Name: Andrew G. Vajna
Title: President
VALDINA CORPORATION N.V.
Date: November 24, 1997 By: /s/ MYRON DANIA
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Name: Myron Dania
Title: Managing Director
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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(c)(1) Amendment No. 1 to Agreement of Merger dated as of
November 23, 1997. Included in Appendix "C" to
Exhibit (d)(2) hereto
(d)(2) Cinergi Pictures Entertainment Inc. revised
preliminary Proxy Statement
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