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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): June 5, 1997
Panavision Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
001-12391 13-3593063
(Commission File Number) (I.R.S. Employer Identification No.)
6219 De Soto Avenue
Woodland Hills, California 91367
(Address of principal executive offices)
Registrant's telephone number, including
area code: (818) 316-1000
Not Applicable
(Former name or former address, if changed since last report.)
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Item 2. Acquisition of Assets.
On June 5, 1997, Panavision Inc. (the "Company"), together with certain of its
subsidiaries, consummated the transactions contemplated by an Agreement, dated
as of May 18, 1997, to acquire all of the outstanding share capital of Samuelson
Group Limited, a U.K. company, from Visual Action Holdings PLC. In connection
with this transaction, the Company also purchased all of the outstanding capital
stock of Victor Duncan, Inc., a Delaware corporation, and of Visual Action
Holdings (N.Z.) Limited, a New Zealand company. The total purchase price for the
three companies was (pound)37,500,000 (approximately $61,000,000), including
approximately (pound)2,160,000 (approximately $3,500,000) of assumed
indebtedness, which amount was determined as a result of arm's length
negotiations between representatives of each of the Company and Visual Action
Holdings PLC.
The predominant portion of the equipment acquired in connection with these
transactions consisted of film cameras, lenses and accessories which were
rented by the sellers to makers of commercials, television programs and feature
films. The Company intends to continue to rent such equipment.
The acquisition was financed under a Credit Agreement, dated as of June 5, 1997,
between the Company and The Chase Manhattan Bank for a revolving line of credit
and term loans in a maximum aggregate amount of $150,000,000.
Item 7. Financial Statements and Exhibits
(a) Financial Statements
The financial statements of the businesses acquired will be
filed by amendment not later than 60 days after the date by
which this Current Report on Form 8-K must be filed.
(b) Pro Forma Financial Information
Pro forma financial information that would be required
pursuant to Article 11 of Regulation S-X will be filed by
amendment not later than 60 days after the date by which this
Current Report on Form 8-K must be filed.
(c) Exhibits:
The following exhibits are filed as part of this report:
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2.1 Agreement, dated May 18, 1997, among Visual Action
Holdings PLC, Panavision Europe Limited and Panavision,
Inc.*
2.2 Agreement, dated May 18, 1997 between Visual Action
Holdings PLC and Panavision Inc.*
2.3 Stock Purchase Agreement, dated May 18, 1997, among
Visual Action Holdings, Inc., Visual Action Holdings
PLC and Panavision Inc.*
99.1 Press Release issued by Panavision Inc., dated
June 5, 1997
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* Incorporated by reference to Item 7(c) of the Current
Report on Form 8-K of the Company dated May 18, 1997, as
filed with the Securities and Exchange Commission via
EDGAR on May 29, 1997.
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SIGNATURES
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.
Panavision Inc.
Dated: June 11, 1997 By: /s/ William C. Scott
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William C. Scott
Chairman and Chief
Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
2.1 Agreement, dated May 18, 1997, among Visual Action Holdings
PLC, Panavision Europe Limited and Panavision Inc.*
2.2 Agreement, dated May 18, 1997, between Visual Action Holdings
PLC and Panavision Inc.*
2.3 Stock Purchase Agreement, dated May 18, 1997, among Visual
Action Holdings Inc., Visual Action Holdings PLC and Panavision
Inc.*
99.1 Press Release issued by Panavision Inc., dated June 5, 1997
- ------------------
* Incorporated by reference to Item 7(c) of the Current
Report on Form 8-K of the Company dated May 18, 1997, as
filed with the Securities and Exchange Commission via
EDGAR on May 29, 1997.
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EXHIBIT 99.1
PANAVISION
140 East 45th Street,35th Floor
New York, New York 10017
(212) 867-5420
Telefax: (212) 867-5428
FOR IMMEDIATE RELEASE
PANAVISION INC. COMPLETES ACQUISITION OF
FILM SERVICES GROUP
New York, NY -- June 5, 1997 -- Panavision Inc. (NYSE: PVI) today
announced that it has completed the purchase of the Film Services Group of
Visual Action Holdings PLC, London, for (pound)37.5 million (or approximaTELy
$61 million) in cash.
The Film Services Group includes camera rental operations in the UK,
France, Australia, New Zealand and three US cities -- Atlanta, Chicago and
Dallas -- as well as smaller rental operations in Singapore, Malaysia and
Indonesia.
Panavision Inc. is a leading designer and manufacturer of
high-precision film camera systems, comprising cameras, lenses and accessories
for the motion picture and television industries. Panavision systems are rented
through its domestic and international owned and operated facilities and agent
network.
# # #
For further information contact:
William C. Scott Jeff Majtyka
Chairman and Chief Executive Brainerd Communicators, Inc.
Officer 212-986-6667
Panavision Inc.
212-867-5420
ULTRA PRECISION EQUIPMENT FOR THE MOTION PICTURE INDUSTRY
