<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13(d)-2(a)
(Amendment No. ______)
Panavision Inc.
------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
--------------------------------------
(Title of Class of Securities)
6983OE 209
-------------------------------
(CUSIP Number)
Teruhisa Tokunaka
Deputy President and
Chief Financial Officer
Sony Corporation
6-7-35 Kitashinagawa
Shinagawa-ku, Tokyo 141-0001 Japan
81-3-5448-2111
------------------------
with copies to:
David H. Landau, Esq.
Rosenman & Colin LLP
575 Madison Avenue
New York, New York 10022
(212) 940-8800
-----------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 26, 2000
-------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. / /
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
Page 1 of 14
<PAGE>
---------------------- --------------------
CUSIP No. 6983OE 209 Page 2 of 14
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sony Electronics Inc.
IRS No.: 22-2878067
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(SEE INSTRUCTIONS) (b) / /
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3 SEC Use Only
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or (e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,428,600 Shares See Item 3
BENEFICIALLY -------------------------------------------
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING
PERSON -------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
1,428,600 Shares See Item 3
-------------------------------------------
10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,428,600 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES (SEE INSTRUCTIONS)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
15.06%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 14
<PAGE>
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CUSIP No. 6983OE 209 Page 3 of 14
-------------------------- -----------------
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sony Corporation
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(SEE INSTRUCTIONS) (b) / /
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or (e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,428,600 Shares See Item 3
BENEFICIALLY -------------------------------------------
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING
PERSON -------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
1,428,600 Shares See Item 3
-------------------------------------------
10 SHARED DISPOSITIVE POWER
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,428,600 Shares / /
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
15.06%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 14
<PAGE>
Item 1. Security and Issuer.
--------------------
This statement relates to shares of Common Stock, par value
$.01 per share, (the "Shares") of Panavision Inc., a Delaware corporation (the
"Company"). The principal executive offices of the Company are located at 6219
De Soto Avenue, Woodland Hills, California 91367.
Item 2. Identity and Background.
------------------------
This statement is being filed by Sony Corporation, a Japanese
corporation ("Sony") and Sony Electronics Inc., a Delaware corporation ("Sony
Electronics", together with Sony, the "Reporting Persons"). Pursuant to Rule
13d-1(k) under the Securities Act of 1934 (the "Exchange Act"), the Reporting
Persons have agreed to file jointly one statement with respect to their
beneficial ownership of the Shares, and this joint statement of the Reporting
Persons is hereinafter referred to as the "Statement".
Sony has its principal executive offices at 6-7-35
Kitashinagawa, Shinagawa-ku, Tokyo 141-0001 Japan. The principal business of
Sony Corporation is the development, design, manufacture and sale of various
kinds of electronic equipment, instruments and devices for consumer and
professional markets.
Sony Electronics, an indirect wholly owned subsidiary of Sony,
has its principal executive offices at 1 Sony Drive, Park Ridge, New Jersey
07656. The principal business of Sony Electronics is the development,
manufacture and sale of audio, video, communications and information technology
products for the consumer and professional markets.
The name, business address, present principal occupation or
employment, name, principal business and address of any corporation or other
organization in which such employment is conducted and the citizenship of each
director and executive officer of each of the Reporting Persons is set forth in
Schedule A or B, as the case may be, and Schedules A and B are incorporated
herein by reference.
None of the Reporting Persons nor, to the best knowledge of
the Reporting Persons, any person listed in Schedule A or B, as appropriate, has
been convicted during the last five years in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or was a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
Page 4 of 14
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
On July 26, 2000, Sony Electronics entered into a stock and
warrant purchase agreement (the "Stock and Warrant Purchase Agreement") with the
Company. Pursuant to the Stock and Warrant Purchase Agreement, on July 26, 2000
Sony Electronics purchased from the Company, and the Company sold and issued to
Sony Electronics, for an aggregate purchase price of $10,000,000, (i) 714,300
Shares (the "Purchase Shares") and (ii) a warrant to purchase an additional
714,300 Shares (the "Warrant") at an exercise price (the "Exercise Price") of
$17.50 per Share, provided, however, that in the event that the Company's EBITDA
for its fiscal year ended December 31, 2000 is less than $69,000,000, then the
Exercise Price shall equal the Exercise Price that would have been in effect at
the time of filing of the Company's Annual Report on Form 10-K for its fiscal
year ended December 31, 2000 had the Exercise Price on the date of issuance of
the Warrant been $15.50. The number of Shares issuable upon exchange of the
Warrant and the Exercise Price are each subject to adjustment in the event of
certain issuances of securities by the Company and certain changes in the
Shares. Sony Electronics used working capital for payment of the purchase price
for the Purchase Shares and the Warrant.
The description of the terms of each of the Stock and Warrant
Purchase Agreement and the Warrant set forth in this Statement are qualified in
their entirety by reference to the terms of the Stock and Warrant Purchase
Agreement and the Warrant attached as Exhibits 1 and 2, respectively.
Item 4. Purpose of Transaction.
-----------------------
The Reporting Persons acquired the Shares for investment
purposes. Although none of the Reporting Persons has a present intention to
acquire additional Shares, other than pursuant to the exercise of the Warrant,
or to dispose of Shares beneficially owned by such Reporting Person, any of the
Reporting Persons, acting alone or separately, may in the future acquire
beneficial ownership of additional Shares or dispose of Shares beneficially
owned by such Reporting Person, in any case in the open market or in a
negotiated transaction.
In connection with the execution and delivery of the Stock and
Warrant Purchase Agreement, Sony Electronics, PX Holding Corporation, a Delaware
corporation ("PX Holding") and the Company entered into a stockholders
agreement, dated July 26, 2000 (the "Stockholders Agreement"). Prior to the
consummation of the transactions contemplated by the Stock and Warrant Purchase
Agreement, PX Holding owned more than 90% of the issued and outstanding Shares
of the Company. Pursuant to the terms of the Stockholders Agreement and subject
to the conditions set forth therein, PX Holding agreed to vote, and to cause its
Affiliates (as defined in the Stockholders Agreement) to vote, all Shares owned
or held of record by PX Holding and its Affiliates at any stockholders meeting
of the Company called for the purpose of filling positions on the Board of
Directors of the Company, and to take all actions necessary to ensure the
election of one (1) director designated by Sony Electronics (subject to the
approval of PX Holding, such approval not to be unreasonably withheld) to the
Company's Board of Directors. In addition, PX Holding granted Sony Electronics
co-sale rights in connection with a bona fide transaction (or series of related
transactions), other than with an Affiliate of PX Holding, involving a sale by
PX
Page 5 of 14
<PAGE>
Holding or one of its Affiliates of at least 40% of all Shares then issued or
outstanding (or, after such a transaction or transactions, a number of Shares
which constitute at least 5% of all Shares then issued and outstanding).
In connection with the execution and delivery of the Stock and
Warrant Purchase Agreement, Sony Electronics and the Company entered into a
registration rights agreement, dated July 26, 2000 (the "Registration Rights
Agreement"), pursuant to which Sony Electronics was granted certain rights to
registration under the Securities Act of 1933, as amended, of the Shares held by
it.
The description of the terms of each of the Stockholders
Agreement and the Registration Rights Agreement set forth in this Statement are
qualified in their entirety by reference to the terms of the Stockholders
Agreement and the Registration Rights Agreement attached as Exhibits 3 and 4,
respectively.
Except as otherwise set forth herein, Sony Electronics has no
plans or proposals which relate to, or could result, in any matters referred to
in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Sony Electronics and the Company established a strategic
relationship to form a new company to supply Sony Electronics' state-of-the-art
24P CineAlta(TM) high definition video cameras with the Company's advanced Primo
Digital(TM) lenses for use in the motion pictures industry.
Item 5. Interest In Securities of Issuer.
---------------------------------
As of the date hereof, the Reporting Persons are the
beneficial owner of 1,428,600 Shares (or approximately 15.06% of the outstanding
Shares of the Company) representing the aggregate of (i) the Purchase Shares and
(ii) Shares into which the Warrant is currently exercisable.
Sony Electronics has the power to vote, and the power to
dispose of, 1,428,600 Shares. Sony is deemed the beneficial owner of 1,428,600
Shares through Sony Electronics.
Except as described herein, none of the Reporting Persons,
nor, to the best knowledge of the Reporting Persons, any person listed in
Schedule A or B, as appropriate, beneficially owns, or has acquired or disposed
of, any Shares during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to the Securities of the Issuer.
--------------------------------
Except as described above in Item 3 or 4 of this Statement,
none of the Reporting Persons, nor, to the best knowledge of the Reporting
Persons, any person listed in Schedule A or B, as appropriate, has any contract,
arrangement, understanding or relationship (legal or otherwise) with any person
with respect to any securities of the Company, including, but not limited to,
the transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or losses, or the giving or withholding of proxies.
Page 6 of 14
<PAGE>
SIGNATURE
After reasonable inquiry, and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: August 4, 2000
SONY CORPORATION
By: /s/ Tamotsu Iba
-----------------------------------
Name: Tamotsu Iba
Title: Vice Chairman
SONY ELECTRONICS INC.
By: /s/ Frank M. Lesher
-----------------------------------
Name: Frank M. Lesher
Title: Executive Vice President,
General Counsel and
Secretary
Page 7 of 14
<PAGE>
Item 7. Material to be Filed as Exhibits.
---------------------------------
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
1 Stock and Warrant Purchase Agreement, dated July 26, 2000, by and between
Sony Electronics Inc. and Panavision Inc.
2 Warrant, dated July 26, 2000, from Panavision Inc. in favor of Sony
Electronics Inc.
3 Stockholders Agreement, dated July 26, 2000, by and among Sony Electronics
Inc., Panavision Inc. and PX Holding Inc.
4 Registration Rights Agreement, dated July 26, 2000, by and between Sony
Electronics Inc. and Panavision Inc.
5 Joint Filing Agreement, dated August 4, 2000, by and between Sony
Corporation and Sony Electronics Inc.
</TABLE>
Page 8 of 14
<PAGE>
Directors and Executive Officers of Sony Corporation SCHEDULE A
The names and present principal occupations of the directors
and executive officers of Sony Corporation are set forth below. Unless otherwise
indicated, all directors and officers listed below are citizens of Japan.
<TABLE>
<CAPTION>
Principal Occupation or
Name Office Employment and Address
---- ------ ----------------------
<S> <C> <C>
Nobuyuki Idei Chairman; Chairman and Representative Director; Chief
Representative Executive Officer
Director; Chief Sony Corporation*
Executive Officer
Norio Ohga Chairman of the Board; Chairman of the Board; Director
Director Sony Corporation*
Minoru Morio Vice Chairman and Vice Chairman and Director
Director Sony Corporation*
Kunitake Ando President; Chief President; Chief Operating Officer;
Operating Officer; Representative Director
Representative Sony Corporation*
Director
Tamotsu Iba Vice Chairman and Vice Chairman and Director
Director Sony Corporation*
Teruhisa Tokunaka Executive Deputy Executive Deputy President and Chief Financial
President, Chief Officer; Representative Director
Financial Officer; Sony Corporation*
Representative
Director
Ken Kutaragi Director President and Representative Director
Sony Computer Entertainment Inc.**
Teruo Masaki Corporate Senior Corporate Senior Executive Vice President;
Executive Vice Director
President; Director Sony Corporation*
Howard Stringer *** Director Chairman and Chief Executive Officer;
President
Sony Corporation of America****
Peter G. Peterson***** Director Chairman
The Blackstone Group
345 Park Avenue
New York, NY 10154
</TABLE>
Page 9 of 14
<PAGE>
<TABLE>
<CAPTION>
Principal Occupation or
Name Office Employment and Address
---- ------ ----------------------
<S> <C> <C>
Kenichi Suematsu Director Advisor
The Sakura Bank
1-3-1 Kudan-minami, Chiyoda-ku
Tokyo 100-8611 Japan
Iwao Nakatani Director Part-time Lecturer
Hitotsubashi University
2-1 Naka, Kunitachi
Tokyo 186-8601 Japan
Junchi Kodera Executive Deputy Executive Deputy President
President Sony Corporation*
Akiyoshi Kawashima Corporate Senior Corporate Senior Executive Vice President
Executive Vice Sony Corporation*
President
Akira Kondo Corporate Senior Corporate Senior Executive Vice President
Executive Vice Sony Corporation*
President
Suehiro Nakamura Corporate Senior Corporate Senior Executive Vice President
Executive Sony Corporation*
Vice President
Kenichi Oyama Corporate Senior Corporate Senior Executive Vice President
Executive Sony Corporation*
Vice President
Masayoshi Morimoto Corporate Senior Corporate Senior Executive Vice President
Executive Sony Corporation*
Vice President
Shizuo Takashino Corporate Senior Corporate Senior Executive Vice President
Executive Sony Corporation*
Vice President
Mario Tokoro Corporate Executive Corporate Executive Vice President
Vice President Sony Corporation*
Sumio Sano Corporate Executive Corporate Executive Vice President
Vice President Sony Corporation*
Teruaki Aoki Corporate Executive Corporate Executive Vice President
Vice President Sony Corporation*
Mitsuyuki Watanabe Corporate Executive Corporate Executive Vice President
Vice President Sony Corporation*
Toshitada Doi Corporate Executive Corporate Executive Vice President
Vice President Sony Corporation*
Seiichi Watanabe Corporate Executive Corporate Executive Vice President
Vice President Sony Corporation*
</TABLE>
Page 10 of 14
<PAGE>
<TABLE>
<CAPTION>
Principal Occupation or
Name Office Employment and Address
---- ------ ----------------------
<S> <C> <C>
Katsuaki Tsurushima Corporate Executive Corporate Executive Vice President
Vice President Sony Corporation*
Katsumi Ihara Corporate Executive Corporate Executive Vice President
Vice President Sony Corporation*
Tadakatsu Hasebe Corporate Executive Corporate Executive Vice President
Vice President Sony Corporation*
Kenichiro Yonezawa Corporate Executive Corporate Executive Vice President
Vice President Sony Corporation*
Sunobu Horigome Corporate Executive Corporate Executive Vice President
Vice President Sony Corporation*
</TABLE>
* The business address of Sony Corporation is 6-7-35 Kitashingawa,
Shinagawa-ku, Tokyo 141-0001, Japan
** The business address of Sony Computer Entertainment Inc. is
919 East Hillsdale Boulevard, Faster City, California 94404.
*** Citizen of the United Kingdom and United States
**** The business address of Sony Corporation of America is 550
Madison Avenue, New York, New York 10022.
***** Citizen of the United States
Page 11 of 14
<PAGE>
Directors and Executive Officers of Sony Electronics Inc. SCHEDULE B
The names and present principal occupations of the directors
and executive officers of Sony Electronics Inc. are set forth below. Unless
otherwise indicated, all directors and officers listed below are citizens of the
United States.
<TABLE>
Principal Occupation or
Name Office Employment and Address
---- ------ ----------------------
<S> <C> <C>
Howard Stringer* Chairman and Director Chairman and Chief Executive
Officer; President
Sony Corporation of America**
Kunitake Ando*** Co-Chairman and Director President; Chief Operating
Officer; Representative Director
Sony Corporation****
Fujio Nishida*** President, Chief Operating President, Chief Operating
Officer and Director Officer and Director
Sony Electronics Inc.*****
Edward Grebow Deputy President and Director Deputy President and Director
Sony Electronics Inc.*****
Nobuyuki Oneda*** Deputy President, Chief Financial Deputy President, Chief Financial
Officer and Director Officer and Director
Sony Electronics Inc.*****
Frank M. Lesher Executive Vice President, General Executive Vice President, General
Counsel and Secretary Counsel and Secretary
Sony Electronics Inc.*****
Edward Cotter Senior Vice President Senior Vice President
Sony Electronics Inc.*****
Kenneth L. Nees Senior Vice President & Assistant Senior Vice President & Secretary
Secretary Sony Corporation of America**
Kiyohiko Niwa*** Vice President & Treasurer Vice President & Treasurer
Sony Electronics Inc.*****
Karen Halby Vice President & Assistant Vice President and Assistant
Secretary Secretary
Sony Corporation of America**
</TABLE>
Page 12 of 14
<PAGE>
<TABLE>
Principal Occupation or
Name Office Employment and Address
---- ------ ----------------------
<S> <C> <C>
Stephanie H. Roth Vice President and Assistant Vice President and Assistant
Secretary Secretary
Sony Corporation of America**
Nobuyuki Idei*** Director Chairman and Representative
Director; Chief Executive Officer
Sony Corporation****
Tamotsu Iba*** Director Vice Chairman and Director
Sony Corporation****
Katsumi Ihara*** Director Corporate Executive Vice President
Sony Corporation****
Junichi Kodera*** Director Executive Deputy President
Sony Corporation****
Teruo Masaki*** Director Corporate Senior Executive Vice
President; Director
Sony Corporation****
Minoru Morio*** Director Vice Chairman and Director
Sony Corporation****
Suehiro Nakamura*** Director Corporate Senior Executive Vice
President
Sony Corporation****
Kenichi Oyama*** Director Corporate Senior Executive Vice
President
Sony Corporation****
</TABLE>
Page 13 of 14
<PAGE>
<TABLE>
Principal Occupation or
Name Office Employment and Address
---- ------ ----------------------
<S> <C> <C>
Shizuo Takashino*** Director Corporate Senior Executive Vice
President
Sony Corporation****
Teruhisa Tokunaka*** Director Executive Deputy President and Chief
Financial Officer, Representative Director
Sony Corporation****
</TABLE>
* Citizen of the United Kingdom and United States
** The business address of Sony Corporation of America is 550 Madison
Avenue, New York, New York 10022
*** Citizen of Japan
**** The business address of Sony Corporation is 6-7-35 Kitashingawa,
Shinagawa-ku, Tokyo 141-0001, Japan
***** The business address of Sony Electronics Inc. is 1 Sony Drive,
Park Ridge, New Jersey 07656
Page 14 of 14
