UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): x Form 10-K Form 20-F Form 11-K Form 10-Q Form N-SAR
For Period Ended: February 28, 1994
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
Orion Pictures Corporation
Full Name of Registrant
Former Name if Applicable
1888 Century Park East
Address of Principal Executive Office (Street and Number)
Los Angeles, California 90067
City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
X (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will be
filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report of transition
report on Form 10-Q, or portion thereof will be filed on or before
the fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed)
See Attachments
SEC 1344 (11-91)
<PAGE>
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification James M. Dubin, Esq. (212) 373-3026
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports) been filed?
If answer is no, identify report(s). X Yes No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or
portion thereof? X Yes No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
Orion Pictures Corporation
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date May 31, 1994 By /s/ John W. Hester
John W. Hester, Executive Vice President,
General Counsel and Secretary
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities
of the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
Attachment A
The Registrant's delay in filing its Annual Report on
Form 10-K for the year ended February 28, 1994 (the "1994
Form 10-K") is due to circumstances described below leading to
the inability of its independent auditors, KPMG Peat Marwick, to
complete its audit of and report on the Registrant's financial
statements, financial statement schedules and review of the other
information to be included in the 1994 Form 10-K on a timely
basis. Because the financial information to be included in such
financial statements is to be cross-referenced and utilized
throughout the 1994 Form 10-K, the Registrant has determined that
it cannot file any part of the 1994 Form 10-K until the audit and
report is concluded.
Certain issues have recently arisen regarding the
interpretation of relevant provisions of the principal agreements
which the Registrant entered into in connection with its Modified
Third Amended Joint Consolidated Plan of Reorganization. As a
result of the complexities of such issues and their potential
impact on the independent auditor's report, the financial
statements and Management's Discussion and Analysis, KPMG Peat
Marwick is unable to complete, without the Registrant incurring
unreasonable effort and expense, the necessary procedures
required in connection with the Registrant's financial statements
and financial statement schedules to be included in the
Registrant's 1994 Form 10-K. In accordance with Rule 12b-25(c),
attached to this filing on Form 12b-25 as Attachment C is a
letter from KPMG Peat Marwick.
Pursuant to Rule 12b-25 of the Securities Exchange Act
of 1934, the Registrant represents that (i) the reason causing
the inability to file timely could not be eliminated by the
Registrant without unreasonable effort or expense and (ii) the
1994 Form 10-K will be filed no later than the fifteenth calendar
day following the prescribed due date.
ATTACHMENT B
Management of the Registrant anticipates that
there will be a significant change in results of operations
for the year ended February 28, 1994 ("Fiscal 1994") from
the year ended February 28, 1993 ("Fiscal 1993"). The
Registrant has not completed the accounting and audit work
necessary to announce precise annual financial results for
the reasons described in Part III of this Form 12b-25;
however, management estimates that the Registrant's loss
from operations for Fiscal 1994 will be significantly
greater than the $72,973,000 loss from operations that was
reported for Fiscal 1993. Such increase is due primarily to
the following:
1. Writedowns to estimated net realizable value
of the carrying amounts of the Registrant's released and
unreleased product aggregated approximately $35,800,000
during Fiscal 1993. Writedowns of such product during
Fiscal 1994 are expected to be significantly higher than
that amount due mainly to the less than expected performance
of the current year releases, the impact on Registrant's
inventory values of the settlement with Showtime that was
disclosed in the Registrant's Current Report on Form 8K
filed on March 29, 1994, and additional provisions for losses
on the five titles remained unreleased at February 28, 1994.
2. Revenues from operations were $222,318,000
for Fiscal 1993, and the Registrant expects that such
amounts will be less for Fiscal 1994.
Management of the Registrant also anticipates,
however, that the increase in the Registrant's loss from
operations for Fiscal 1994 as compared to the prior fiscal
year will be partially offset by significant reductions in
the Registrant's charge for chapter 11 reorganization items.
Certain significant adjustments to the
Registrant's consolidated financial statements were recorded
during Fiscal 1993 to reflect the Registrant's successful
emergence from its chapter 11 bankruptcy proceedings. Such
adjustments resulted in the recognition of approximately
$323,213,000 of extraordinary gains during Fiscal 1993,
which resulted in the reporting of net income for Fiscal
1993. No such gains will be recorded in Fiscal 1994;
therefore, Registrant anticipates a substantial net loss for
Fiscal 1994.
Attachment C
KPMG PEAT MARWICK
One World Trade Center
Suite 1700
Long Beach, CA 90831-1700
May 31, 1994
Orion Pictures Corporation
1888 Century Park East
Los Angeles, California 90067
Gentlemen:
Pursuant to Rule 12b-25 of the General Rules and Regulations
under the Securities Exchange Act of 1934, we inform you
that we have been furnished a copy of Form 12b-25 to be
filed by Orion Pictures Corporation on or about May 31, 1994
which contains notification of the registrant's inability to
file its form 10-K by May 31, 1994. We have read the
Company's statements contained in Part III therein and we
agree with the stated reason(s) as to why we have been
unable to complete our audit and report on the consolidated
financial statements for the year ended February 28, 1994 to
be included in Form 10-K.
Very truly yours,
/s/ KPMG Peat Marwick
