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FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 33-64559
PROSPECTUS
825,400 SHARES
SPELLING ENTERTAINMENT GROUP INC.
COMMON STOCK
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This Prospectus relates to 825,400 shares of the Common Stock, $0.001 par
value per share (the "Common Stock"), of Spelling Entertainment Group Inc., a
Delaware corporation (the "Company" or the "Registrant"), which may be sold
from time to time by some or all of the selling stockholders named herein (the
"Selling Stockholders"). The Common Stock which is the subject of this
Prospectus may be acquired by the Selling Stockholders pursuant to their
exercise of certain warrants (the "Warrants") which were issued by the Company
in connection with its acquisition of Republic Entertainment Inc. (formerly
Republic Pictures Corporation, hereinafter "Republic"). See "Selling
Stockholders" and "Plan of Distribution." The Company will not receive any of
the proceeds from the sale of Common Stock pursuant to this Prospectus. The
Company will receive the amounts payable in connection with the exercise of
the Warrants. See "Use of Proceeds." All expenses incurred in connection with
this offering are being borne by the Company.
The Company has been advised by the Selling Stockholders that they intend to
sell all of the shares offered hereby from time to time on the New York Stock
Exchange or the Pacific Stock Exchange and that such sales, which may involve
block transactions, will be made at prices prevailing at the time of such
sales. The Selling Stockholders may also make private sales directly or
through a broker or dealer. The Selling Stockholders and the broker executing
selling orders on behalf of the Selling Stockholders may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended
(the "Securities Act"), in which event commissions received by such broker may
be deemed to be underwriting commissions under the Securities Act. See "Plan
of Distribution."
The Company's Common Stock is listed on the New York Stock Exchange and on
the Pacific Stock Exchange under the symbol "SP." On November 21, 1995, the
closing price for the Company's Common Stock, as reported on the New York
Stock Exchange Composite Tape, was $13 1/4.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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No person is authorized to give any information or to make any
representations, other than as contained in this Prospectus, in connection
with the offering described herein. This Prospectus does not constitute an
offer to sell securities in any state to any person to whom such offer would
be unlawful.
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THE DATE OF THIS PROSPECTUS IS DECEMBER 7, 1995.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy and information statements and other
information with the Securities and Exchange Commission (the "Commission").
Such reports, proxy and information statements and other information can be
inspected and copied at the offices of the Commission at 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549, and at the Commission's regional
offices at Seven World Trade Center, New York, New York 10048, and 500 West
Madison Street, Room 1400, Chicago, Illinois 60661. Copies of such material
can also be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The
Company's Common Stock is listed on the New York Stock Exchange, 20 Broad
Street, New York, New York 10005 and the Pacific Stock Exchange, 801 Pine
Street, San Francisco, California 94194; and reports, proxy and information
statements and other information concerning the Company can be inspected at
such exchanges.
This Prospectus constitutes a part of a registration statement (the
"Registration Statement") filed by the Company with the Commission under the
Securities Act. This Prospectus omits certain of the information contained in
the Registration Statement, and reference is hereby made to the Registration
Statement and to the exhibits relating thereto for further information with
respect to the Company and the shares offered hereby. Any statements contained
herein concerning the provisions of any document are not necessarily complete
and, in each instance, reference is made to the copy of such document filed as
an exhibit to the Registration Statement or otherwise filed with the
Commission. Each such statement is qualified in its entirety by such
reference.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents heretofore filed by the Company with the Commission
are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995;
3. The Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1995;
4. The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995;
5. The Company's definitive Proxy Statement, dated April 14, 1995, with
respect to its 1995 Annual Meeting of Shareholders held on May 23, 1995;
and
6. The description of the Company's Common Stock as set forth in the
Registration Statement filed by the Company on Form 8-A pursuant to Section
12 of the Exchange Act, dated April 17, 1972, and any amendments or reports
thereto filed with the Commission for the purpose of updating such
description.
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All documents and any amendments thereto subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference and to be a
part of this Prospectus from the date of filing of such documents and/or
amendments thereto. Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for all purposes
to the extent that a statement contained in this Prospectus, or in any other
subsequently filed document which is also incorporated by reference, modifies
or replaces such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Prospectus.
The Company will cause to be furnished without charge to each person to whom
this Prospectus is delivered, upon the written or oral request of such person,
a copy of any or all of the documents described above, other than exhibits to
such documents. Requests should be addressed to: Spelling Entertainment Group
Inc., Attention: Sally Suchil, Esq., 5700 Wilshire Boulevard, Los Angeles,
California 90036 (telephone: (213) 965-5700).
THE COMPANY
Spelling Entertainment Group Inc. (the "Company" or the "Registrant") is a
fully-integrated producer and distributor of television series, mini-series,
movies-for-television, interactive video games and feature films (collectively
referred to hereinafter as "entertainment product"). The Company has an
extensive library of entertainment product, which it distributes worldwide.
The Company also licenses and otherwise exploits ancillary rights in this
product, such as music and merchandising rights. The Company's principal
operating subsidiaries include: Spelling Television Inc.; Big Ticket
Television Inc.; Spelling Films International Inc.; Virgin Interactive
Entertainment Limited; Republic; Worldvision Enterprises, Inc.; and Hamilton
Projects, Inc.
The Company was incorporated in Delaware on April 6, 1995. The business of
the Company was previously conducted by Spelling Entertainment Group Inc., a
Florida corporation (the "Florida Corporation"). On May 26, 1995, the Florida
Corporation merged into the Company. Such merger did not involve any change in
the business, properties or management of the Company.
As used herein, the terms "Company" and "Registrant" refer to Spelling
Entertainment Group Inc. and its subsidiaries, unless the context otherwise
requires. The principal executive offices of the Company are located at 5700
Wilshire Boulevard, Los Angeles, California 90036 (telephone: (213) 965-5700).
USE OF PROCEEDS
All of the shares offered hereby will be sold by the Selling Stockholders
identified below, for their own respective accounts, who will receive and
retain all of the proceeds from the sale thereof. The Company will not receive
any of the net proceeds from the sale of the shares offered hereby. However,
upon the exercise of the Warrants from time to time by the Selling
Stockholders, the Company will receive all amounts payable in connection with
the exercise price of the Warrants, and will retain such proceeds for use as
additional working capital and other general corporate purposes. See "Selling
Stockholders."
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RECENT DEVELOPMENTS
Possible Change in Control. Viacom Inc. ("Viacom") announced on August 10,
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1995 that it intends to sell all of the Company's Common Stock which it
presently owns. Viacom currently owns approximately 76% of the issued and
outstanding shares of the Company's Common Stock. As a result of any such
sale, there may be a change in control of the Company. At this time, it is not
possible to predict how any such change in control might affect the management
and operations of the Company. There can be no assurance that in any
transaction, the acquiror would acquire shares of the Company's Common Stock
other than those owned by Viacom.
Proposed Sale of Virgin. On August 10, 1995, Viacom also announced its
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intention to acquire from the Company all of its equity interest in Virgin
Interactive Entertainment Limited ("VIE"). The Company presently owns
approximately 90% of VIE's issued and outstanding stock and has a put/call
option to acquire the remaining 10%. The Company acquired its interest in VIE
on July 30, 1994. VIE develops and publishes video game and entertainment
software. The Company has appointed a Special Committee of its Board of
Directors to negotiate the proposed sale of VIE to Viacom. No agreement has
been reached with Viacom and there is no assurance that any agreement will be
reached to sell VIE to Viacom.
Environmental Litigation. A subsidiary of the Company has been named as a
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defendant in a number of personal injury and property damage actions arising
from the alleged improper disposal in 1971 of waste material, which was later
determined to contain dioxin, at a number of sites in Missouri. These actions
were brought by approximately 2,450 individual plaintiffs, the United States,
the State of Missouri and certain co-defendants. U.S. v. Bliss, et al., U.S.
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District Court for the Eastern District of Missouri, filed January 20, 1984.
The Company and two other subsidiaries were joined as defendants in many of
these actions. The Company and its subsidiaries have resolved the claims of
all of the individual plaintiffs, the United States and the State of Missouri.
On November 14, 1995, the U.S. Court of Appeals for the District of Columbia
affirmed a decision by the U.S. District Court for the District of Columbia
ruling that the insurers of the Company and its subsidiaries are not obligated
to provide coverage for the Missouri dioxin related claims. The Company does
not believe that this decision will have a material, adverse affect on its
financial condition or results of operations. This belief is based upon, in
addition to the Company's allowances established for losses on disposal of
former operations and a corporate indemnity from a former controlling
shareholder, the fact that the claims of all of the individual plaintiffs have
been resolved, principally through settlements funded by the insurance
companies, and the only unsatisfied government claim has been settled and is
collectable only through potential insurance proceeds. Nonetheless, the
appellate decision means that the Company will not have insurance coverage for
additional claims pursued against the Company with respect to the dioxin
related matters.
Resignation of the Chairman of the Board of Directors. H. Wayne Huizenga
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resigned from the Company's Board of Directors effective December 1, 1995. Mr.
Huizenga had been Chairman of the Company's Board of Directors since April
1993, when Blockbuster Entertainment Corporation acquired its original
ownership interest in the Company. Mr. Huizenga's resignation followed his
previously announced resignation from the Board of Directors of Viacom. Mr.
Huizenga's successor as Chairman has not yet been appointed. The Company does
not anticipate that there will be any material change in its operations,
policies or practices as a result of Mr. Huizenga's resignation.
SELLING STOCKHOLDERS
On April 26, 1994, a wholly-owned subsidiary of the Company merged (the
"Merger") with and into Republic. As a result of the Merger, Republic became a
wholly-owned subsidiary of the Company. Republic is engaged in the acquisition
of made-for-video films and the distribution of such product and its extensive
library of feature films, television movies, mini-series and specials.
In connection with the Merger, each share of the common stock of Republic
("Republic Common Stock") outstanding immediately prior to the effective time
of the Merger (the "Effective Time") was converted into the right to receive
$13.00, without interest. Options and warrants to acquire Republic Common
Stock outstanding immediately prior to the Effective Time were converted into
the right to receive, upon payment of the exercise price (as adjusted as set
forth below), 1.6508 shares of the Company's Common Stock for each share of
Republic
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Common Stock into which each such option or warrant was exercisable
immediately prior to the Effective Time. The exercise price of such options
and warrants was adjusted by multiplying such exercise price by 0.6058.
Prior to the Merger, The Paragon Group, A California Limited Partnership
("Paragon") held a warrant to purchase 500,000 shares of Republic Common
Stock. As a result of the Merger, such warrant was converted into the
Warrants, thereby giving to Paragon the right to purchase 825,400 shares of
the Company's Common Stock. The Warrants were later assigned by Paragon to the
Selling Stockholders pursuant to that certain Assignment, dated September 7,
1994, from Paragon to the Selling Stockholders (the "Assignment").
The Warrants entitle the Selling Stockholders to purchase shares of the
Company's Common Stock at an exercise price of $7.5725 per share. The Warrants
are currently exercisable and will remain exercisable until February 11, 1998.
The exercise price of the Warrants and the number of shares covered thereby
adjust proportionately in the event that the number of outstanding shares of
the Company's Common Stock is changed as a consequence of any stock dividend,
stock split or combination of shares. Any proceeds from the exercise of the
Warrants will be added to the Company's working capital. See "Use of
Proceeds."
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock of each Selling Stockholder and as
adjusted to give effect to the sale of the shares offered hereby.
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF
SHARES NUMBER OF SHARES
BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR COVERED OWNED
NAME AND ADDRESS TO THIS BY THIS AFTER THIS
OF SELLING STOCKHOLDER OFFERING(1) PERCENT PROSPECTUS OFFERING
- ---------------------- ------------ ------- ---------- ------------
<S> <C> <C> <C> <C>
Bram and Elaine Goldsmith 340,147 * 340,147 0
Family Trust, Bram Goldsmith as
Trustee
c/o City National Bank
400 N. Roxbury Drive
Beverly Hills, CA 90210
Russell Goldsmith 230,039 * 230,039 0
c/o City National Bank
400 N. Roxbury Drive
Beverly Hills, CA 90210
Center Trust, Jerome D. Mack as 113,492 * 113,492 0
Trustee
Jerome D. Mack
c/o Thomas & Mack
2300 West Sahara
Box 1
Las Vegas, NV 89102
The Richard and Nancy Bloch 84,934 * 84,934 0
Trust,
Richard and Nancy Bloch as
Trustees
Richard and Nancy Bloch
c/o Pinon Farm, Inc.
123 Marcy Street #205
Santa Fe, NM 87501
M.M. Maltz Trust, Chuck Maltz as 56,788 * 56,788 0
Trustee
Chuck Maltz
Wilshire Terrace
10375 Wilshire Blvd., #8G
Los Angeles, CA 90024
</TABLE>
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* Less than one percent (1%).
(1) The respective numbers of shares and percentages shown include the shares
of the Company's Common Stock that each Selling Stockholder may acquire
upon the exercise of all of the Warrants held by such Selling Stockholder.
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None of the Selling Stockholders is a director, officer or employee of the
Company and none of the Selling Stockholders has a material business
relationship with the Company, except as set forth herein. The Company and
Russell Goldsmith were parties to an Executive Agreement, dated as of January
4, 1994, pursuant to which Mr. Goldsmith acted as a Special Advisor to the
Chairman and the President of the Company. Mr. Goldsmith was employed in such
capacity from April 27, 1994 to October 27, 1995, earning total compensation
of $1,500,000.
PLAN OF DISTRIBUTION
The Company has been advised by the Selling Stockholders that, upon their
exercise of the Warrants, they intend to sell all of the shares offered hereby
from time to time on the New York Stock Exchange or the Pacific Stock
Exchange, and that such sales, which may involve block transactions, will be
made at prices prevailing at the time of such sales. The Selling Stockholders
may also make private sales of the Warrants or the shares offered hereby to or
through brokers or dealers, and such brokers or dealers may receive
compensation in the form of discounts, concessions or commissions from the
Selling Stockholders or the purchasers of such Warrants or shares for whom
such brokers or dealers may act as agent or to whom they sell as principal, or
both (which compensation to a particular broker or dealer might be in excess
of customary commissions). Sales may also be made through a broker pursuant to
a procedure whereby the Selling Stockholder will sell the Warrants to a broker
who shall immediately exercise the relevant Warrants and sell the underlying
shares. To facilitate these sales, the Company has agreed to keep the
Registration Statement, of which this Prospectus is a part, effective for the
earlier of a period not to exceed two years from the date the Registration
Statement is declared effective by the Commission or until all shares
registered pursuant to the Registration Statement are sold. In connection with
any sales, the Selling Stockholders and any brokers participating in such
sales may be deemed to be "underwriters" within the meaning of the Securities
Act and any commissions received by them and profit on any resale of the
shares as principal might be deemed to be underwriting discounts or
commissions under the Securities Act.
The Company has informed the Selling Stockholders that the anti-manipulative
Rules 10b-3, 10b-6 and 10b-7 of the Exchange Act may apply to their sales in
the market and has furnished each Selling Stockholder with a copy of these
Rules and has informed them of the need for delivery of copies of this
Prospectus.
There is no assurance that any of the Selling Stockholders will sell any or
all of the shares of the Company's Common Stock offered by such Selling
Stockholder.
The Company will pay all expenses incident to the offering and sale of the
Common Stock to the public other than commissions and discounts of
underwriters, dealers or agents.
DESCRIPTION OF COMMON STOCK
As of the date of this Prospectus, the Company's Certificate of
Incorporation authorizes the issuance of 300,000,000 shares of Common Stock
and 20,000,000 shares of preferred stock, $.001 par value per share (the
"Preferred Stock"), issuable in one or more series at any time and from time
to time by action of the Company's Board of Directors (the "Board of
Directors"), without further stockholder approval. The designation, relative
rights, preferences and limitations of each series of the Preferred Stock are
determined by the Board of Directors. As of September 30, 1995, 88,641,426
shares of the Company's Common Stock were outstanding and no shares of the
Preferred Stock were outstanding.
Holders of the Common Stock are entitled to receive such dividends, as may
from time to time be declared by the Board of Directors. Subject to the
provisions of the Company's By-laws, as from time to time amended, with
respect to the closing of the transfer books and the fixing of a record date,
holders of shares of the Common Stock are entitled to one vote per share of
the Common Stock held on all matters requiring a vote of the
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stockholders. Holders of Preferred Stock are entitled to such voting rights,
if any, as the Board of Directors may in the future determine. In the event of
any liquidation, dissolution, or winding up of the Company, either voluntary
or involuntary, after payment shall have been made to the holders of Preferred
Stock, if any, of the full amount to which they shall be entitled, the holders
of the Common Stock shall be entitled to share ratably, according to the
number of shares held by them, in all remaining assets of the Company
available for distribution. Shares of the Common Stock are not redeemable and
have no subscription, conversion or preemptive rights.
Further information as to the Common Stock can be found in the documents
incorporated herein by reference.
LEGAL MATTERS
Graham & James, counsel to the Company, has rendered an opinion to the
Company that the Common Stock offered hereby will be duly and validly issued,
fully paid and nonassessable.
EXPERTS
The consolidated financial statements of the Company for the year ended
December 31, 1994 incorporated in this Prospectus by reference to the
Company's Annual Report on Form 10-K for the year ended December 31, 1994 have
been so incorporated in reliance on the report of Price Waterhouse LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
The consolidated financial statements of the Company for the year ended
December 31, 1993 incorporated in this Prospectus by reference to the
Company's Annual Report on Form 10-K for the year ended December 31, 1994 have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said report.
The consolidated financial statements of Spelling Entertainment Group Inc.
and subsidiaries for the year ended December 31, 1992, incorporated by
reference in this Prospectus and Registration Statement and included in
Spelling Entertainment Group Inc.'s Annual Report (Form 10-K) for the year
ended December 31, 1994, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
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