UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 37)
ORION PICTURES CORPORATION
(Name of Issuer)
Common Stock, $.25 Par Value
(Title of Class of Securities)
686285-50-3
(CUSIP Number)
ARNOLD L. WADLER
Senior Vice President, Secretary &
General Counsel, Metromedia Company
One Meadowlands Plaza, East Rutherford, New Jersey 07073-2137
Tel. No: (201) 531-8000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
October 11, 1994
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ___.
Check the following box if a fee is being paid with the statement ___.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
The remainder of this cover page shall be filled out for a reporting
person's 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-50-3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
METROMEDIA COMPANY
62-1293303
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Metromedia Company disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
7,195,325 shares
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 7,195,325 shares
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,195,325 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.98%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-50-3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOHN W. KLUGE
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
John W. Kluge disclaims membership in a group although a group (b) X
might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
11,215,325 Includes 4,020,000 shares owned
directly and 7,195,325 shares beneficially
owned through Metromedia Company.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 11,215,325 Includes 4,020,000 shares owned
WITH directly and 7,195,325 shares beneficially
owned through Metromedia Company.
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,215,325 Includes 4,020,000 shares owned directly and 7,195,325
shares beneficially owned through Metromedia Company.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.08%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-50-3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STUART SUBOTNICK
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Stuart Subotnick disclaims membership in a group, although a (b) X
group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
7,195,325 shares beneficially owned through
Metromedia Company.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 7,195,325 shares beneficially owned through
WITH Metromedia Company.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,195,325 shares beneficially owned through Metromedia Company
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.98%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
AMENDMENT No. 37 TO SCHEDULE 13D
THIS Amendment No. 37, supplements Schedule 13D (the
"Schedule 13D") filed on June 2, 1986 by John W. Kluge and Metromedia, Inc.,
as amended by Amendment No. 1 thereto filed on September 12, 1986; Amendment
No. 2 thereto filed on November 4, 1986; Amendment No. 3 thereto filed on
January 2, 1987; Amendment No. 4 thereto filed on April 7, 1987; Amendment
No. 5 thereto filed on October 27, 1987; Amendment No. 6 thereto filed on
October 30, 1987; Amendment No. 7 thereto filed on November 23, 1987;
Amendment No. 8 thereto filed on December 15, 1987; Amendment No. 9
thereto filed on January 20, 1988; Amendment No. 10 thereto filed on
January 22, 1988; Amendment No. 11 thereto filed on February 1, 1988;
Amendment No. 12 thereto filed on February 10, 1988; Amendment No. 13 thereto
filed on February 11, 1988; Amendment No. 14 thereto filed on February 12,
1988; Amendment No. 15 thereto filed on February 19, 1988; Amendment No. 16
thereto filed on March 1, 1988; Amendment No. 17 thereto filed on April 11,
1988; Amendment No. 18 filed on April 14, 1988; Amendment No. 19 filed on
April 18, 1988; Amendment No. 20 thereto filed on May 24, 1988; Amend-
ment No. 21 thereto filed on June 6, 1988; Amendment No. 22 thereto filed on
June 15, 1988; Amendment No. 23 thereto filed on July 6, 1988; Amendment No. 24
thereto filed on July 14, 1988, Amendment 25 thereto filed on August 3, 1988;
Amendment No. 26 thereto filed on December 14, 1988; Amendment No. 27 thereto
filed on January 11, 1989, Amendment No. 28 thereto filed on October 9, 1990
and Amendment No. 29 thereto filed on February 7, 1991; Amendment No. 30
thereto filed on April 3, 1991, Amendment No. 31 thereto filed on February
14, 1992; Amendment No. 32 thereto filed on April 23, 1992; Amendment No. 33
thereto filed on July 13, 1999; Amendment No. 34 thereto filed on November 12,
1992; Amendment No. 35 thereto filed on June 23, 1993; and Amendment No. 36
thereto filed on June 23, 1993 in the following respect only (capitalized
terms used herein shall have the meanings ascribed to such terms in the
Schedule 13D):
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to the Securities of the Issuer.
Item 6 is amended by adding thereto the following paragraph:
On October 11, 1994, Metromedia and The Actava Group Inc. (the
"Lender") entered into a Credit Agreement (a copy of which is attached hereto
as Exhibit 33) pursuant to which the Lender agreed to make available to
Metromedia up to $55 million to fund (i) advances or loans to be made or
reimburse Metromedia for loans made by it to, or (ii) obligations paid by
Metromedia on behalf of, any of the Issuer, Metromedia International
Telecommunications, Inc. or MCEG Sterling Incorporated or any Subsidiary
or affiliate of the foregoing (the "Loan"). The Credit Agreement contains
standard provisions regarding the maturity of the Loan, the events of default
and other provisions. In connection with the Loan, Metromedia and
<PAGE>
Mr. Kluge pledged to the Lender 11,215,325 shares of Common Stock of the
Issuer, which number constitutes all of the shares of Common Stock of the
Issuer owned by Metromedia and Mr. Kluge to secure Metromedia's obligations
under the Credit Agreement.
Item 7. Material to be Filed as Exhibits.
The following exhibits are annexed hereto:
Exhibit 33 - Credit Agreement dated as of October 11, 1994
between Metromedia Company and The Actava
Group Inc.
Exhibit 34 - Pledge Agreement dated October 11, 1994
between Metromedia Company and certain of its
affiliates made in favor of The Actava Group Inc.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
hereby certify that the information set forth in this statement is true,
complete and correct.
Dated: October 11, 1994
/s/ STUART SUBOTNICK
Stuart Subotnick
General Partner
Metromedia Company
/s/ JOHN W. KLUGE
John W. Kluge
/s/ STUART SUBOTNICK
Stuart Subotnick
EXHIBIT 33
================================================================
CREDIT AGREEMENT
between
METROMEDIA COMPANY
and
THE ACTAVA GROUP INC.,
as Lender
Dated as of October 11, 1994
================================================================
<PAGE>
TABLE OF CONTENTS
Page
SECTION 1. DEFINITIONS . . . . . . . . . . . . . . . . . 1
1.1 Defined Terms . . . . . . . . . . . . . . . . . 1
1.2 Other Definitional Provisions . . . . . . . . . 7
SECTION 2. AMOUNT AND TERMS OF COMMITMENT. . . . . . . . 7
2.1 Commitment. . . . . . . . . . . . . . . . . . . 7
2.2 Note. . . . . . . . . . . . . . . . . . . . . . 8
2.3 Procedure for Borrowing . . . . . . . . . . . . 8
2.4 Optional Prepayments. . . . . . . . . . . . . . 8
2.5 Interest Rates and Payment Dates. . . . . . . . 9
2.6 Computation of Interest . . . . . . . . . . . . 9
2.7 Payments. . . . . . . . . . . . . . . . . . . . 10
2.8 Payment Date. . . . . . . . . . . . . . . . . . 10
SECTION 3. REPRESENTATIONS AND WARRANTIES. . . . . . . . 10
3.1 Existence; Compliance with Law. . . . . . . . . 10
3.2 Power; Authorization; Enforceable Obliga-
tions . . . . . . . . . . . . . . . . . . . . . 11
3.3 No Legal Bar. . . . . . . . . . . . . . . . . . 12
3.4 No Material Litigation. . . . . . . . . . . . . 12
3.5 No Default. . . . . . . . . . . . . . . . . . . 12
3.6 Taxes . . . . . . . . . . . . . . . . . . . . . 13
3.7 No Untrue Statement . . . . . . . . . . . . . . 13
3.9 Federal Regulations . . . . . . . . . . . . . . 13
3.10 Investment Company Act . . . . . . . . . . . . 14
SECTION 4. CONDITIONS PRECEDENT. . . . . . . . . . . . . 14
4.1 Conditions to Initial Loans . . . . . . . . . . 14
4.2 Conditions to Each Loan . . . . . . . . . . . . 15
SECTION 5. COVENANTS . . . . . . . . . . . . . . . . . . 16
5.1 Use of Proceeds . . . . . . . . . . . . . . . . 16
5.2 Payment of Obligations. . . . . . . . . . . . . 17
5.3 Compliance of Laws. . . . . . . . . . . . . . . 17
5.4 Maintenance of Existence. . . . . . . . . . . . 17
5.5 Maintenance of Property; Insurance. . . . . . . 17
5.6 Notices . . . . . . . . . . . . . . . . . . . . 18
SECTION 6. EVENTS OF DEFAULT . . . . . . . . . . . . . . 19
SECTION 7. MISCELLANEOUS . . . . . . . . . . . . . . . . 22
7.1 Amendments and Waivers. . . . . . . . . . . . . 22
7.2 Costs and Expenses. . . . . . . . . . . . . . . 23
7.3 WAIVER OF JURY TRIAL. . . . . . . . . . . . . . 23
7.4 Further Assurances. . . . . . . . . . . . . . . 23
7.5 Notices . . . . . . . . . . . . . . . . . . . . 24
7.6 No Waiver; Cumulative Remedies. . . . . . . . . 25
7.7 Survival of Representations and Warranties. . . 25
7.8 Successors and Assigns. . . . . . . . . . . . . 25
Page i
<PAGE>
7.9 Counterparts. . . . . . . . . . . . . . . . . . 26
7.10 Severability . . . . . . . . . . . . . . . . . 26
7.11 Integration. . . . . . . . . . . . . . . . . . 26
7.12 GOVERNING LAW. . . . . . . . . . . . . . . . . 26
7.13 Interest Rate Limitation. . . . . . . . . . . . 27
Page ii
<PAGE>
CREDIT AGREEMENT, dated as of October 11, 1994,
between METROMEDIA COMPANY, a Delaware general partnership
(the "Borrower"), and THE ACTAVA GROUP INC., a Delaware
corporation (the "Lender").
The parties hereto hereby agree as follows:
SECTION 1. DEFINITIONS
1.1 Defined Terms. As used in this Agreement,
the following terms shall have the following meanings:
"Actava Termination Event": the abandonment or
termination of the Business Combination as a result of (i)
the failure (or the withdrawal of approval) by Lender's
Board of Directors or stockholders to approve the Business
Combination or (ii) a determination by the Lender not to
proceed with the Business Combination.
"Affiliate": as defined in the Pledge Agreement.
"Agreement": this Credit Agreement, as amended,
supplemented or otherwise modified from time to time.
"Available Commitment": at any time, an amount
equal to the excess, if any, of (a) the amount of the
Lender's Commitment over (b) the aggregate principal amount
of all Loans made by the Lender during the Commitment
Period.
"Borrowing Date": any Business Day specified in a
notice pursuant to subsection 2.3 as a date on which the
Borrower requests the Lender to make Loans hereunder.
<PAGE>
Page 2 of 28
"Business Combination": the proposed business
combination among the Lender, MITI, Orion and Sterling as
set forth in those certain Letters of Intent among the
Lender, MITI, Orion and Sterling, each dated as of August
31, 1994.
"Business Day": a day other than a Saturday,
Sunday or other day on which commercial banks in New York
City are authorized or required by law to close.
"Closing Date": the date on which the conditions
precedent set forth in subsection 4.1 shall be satisfied.
"Code": the Internal Revenue Code of 1986, as
amended from time to time.
"Collateral": as defined in the Pledge Agreement.
"Commitment": the obligation of the Lender to
make Loans to the Borrower hereunder in an aggregate princi-
pal amount at any one time outstanding not to exceed
$55,000,000, as such amount is reduced by the amount of any
Loans made hereunder.
"Commitment Period": the period from and includ-
ing the Closing Date to but not including the Termination
Date or such earlier date on which the Commitment shall
terminate as provided herein.
"Contractual Obligation": as to any Person, any
provision of any security issued by such Person or of any
agreement, instrument or other undertaking to which such
Person is a party or by which it or any of its property is
bound.
<PAGE>
Page 3 of 28
"Default": any of the events specified in Sec-
tion 7, whether or not any requirement for the giving of
notice, the lapse of time, or both, or any other condition,
has been satisfied.
"Dollars" and "$": dollars in lawful currency of
the United States of America.
"Equity Interest": any and all shares, interests,
participations or other equivalents (however designated) of
capital stock of a corporation, any and all equivalent
ownership interests in a Person (other than a corporation),
including, without limitation, all partnership interests in
any Person, and any and all warrants or options to purchase
any of the foregoing.
"Event of Default": any of the events specified
in Section 6, provided that any requirement for the giving
of notice, the lapse of time, or both, or any other condi-
tion, has been satisfied.
"GAAP": generally accepted accounting principles
in the United States of America in effect from time to time.
"Governmental Authority": any nation or govern-
ment, any state or other political subdivision thereof and
any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to
government.
"Guaranty": the Guaranty to be executed and
delivered by John W. Kluge, substantially in the form of
<PAGE>
Page 4 of 28
Exhibit C, as the same may be amended, supplemented or
otherwise modified from time to time.
"Interest Payment Date": (i) the date which is
three months from the date of the first borrowing hereunder
and (ii) the Termination Date.
"Lien": any mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statu-
tory or other), charge or other security interest or any
preference, priority or other security agreement of any kind
or nature whatsoever.
"Loan": as defined in subsection 2.1.
"Loan Documents": this Agreement, the Note, the
Pledge Agreement and the Guarantee.
"Material Adverse Effect": a material adverse
effect on (a) the business, operations, property, condition
(financial or otherwise) or prospects of the Borrower and
its Subsidiaries taken as a whole or (b) the validity or
enforceability of this Agreement, the Note or any of the
other Loan Documents or the rights or remedies of the Lender
hereunder or thereunder.
"MITI": Metromedia International
Telecommunications, Inc., a Delaware corporation.
"Note": as defined in subsection 2.2.
"Orion": Orion Pictures Corporation, a Delaware
corporation.
"Orion/MITI Termination Event": the abandonment
or termination of the Business Combination as a result of
<PAGE>
Page 5 of 28
(i) the failure (or the withdrawal of approval) by the Board
or Directors or stockholders of either of Orion or MITI to
approve the Business Combination or (ii) a determination by
either Orion or MITI not to proceed with the Business
Combination.
"Partners' Capital": as determined in accordance
with GAAP.
"Pledge Agreement": the Pledge Agreement to be
executed and delivered by the Borrower, John W. Kluge,
Stuart Subotnick and Anita Subotnick, as joint tenants, Met
Tellcell, Inc. and Met International, Inc., substantially in
the form of Exhibit B, as the same may be amended,
supplemented or otherwise modified from time to time.
"Person": an individual, partnership, corpora-
tion, business trust, joint stock company, trust,
unincorporated association, joint venture, Governmental
Authority or other entity of whatever nature.
"Prime Rate": shall mean the rate of interest per
annum publicly announced from time to time by Chemical Bank
as its prime rate in effect at its principal office in New
York City.
"Regulation U": Regulation U of the Board of
Governors of the Federal Reserve System as in effect from
time to time.
"Requirement of Law": as to any Person, the
Certificate of Incorporation and By-Laws or other organiza-
tional or governing documents of such Person, and any law,
<PAGE>
Page 6 of 28
treaty, rule or regulation or determination of an arbitrator
or a court or other Governmental Authority, in each case
applicable to or binding upon such Person or any of its
property or to which such Person or any of its property is
subject.
"Responsible Officer": the chief executive
officer and the president or executive vice president of the
Borrower or, with respect to financial matters, the chief
financial officer or senior vice president-finance of the
Borrower.
"Sterling": MCEG Sterling Incorporated, a Delaware
corporation.
"Subsidiary": as to any Person, a corporation,
partnership or other entity of which shares of stock or
other ownership interests having ordinary voting power
(other than stock or such other ownership interests having
such power only by reason of the happening of a contingency)
to elect a majority of the board of directors or other
managers of such corporation, partnership or other entity
are at the time owned, or the management of which is other-
wise controlled, directly or indirectly through one or more
intermediaries, or both, by such Person. Unless otherwise
qualified, all references to a "Subsidiary" or to "Sub-
sidiaries" in this Agreement shall refer to a Subsidiary or
Subsidiaries of the Borrower.
"Termination Date": the date of which is six
months following the Closing Date; provided, that, upon the
<PAGE>
Page 7 of 28
occurrence of an Actava Termination Event, the Termination
Date shall be the date which is three months following the
date of such Actava Termination Event; provided, further,
that in no event shall the Termination Date be later than
April 30, 1995.
1.2 Other Definitional Provisions. (a) The
words "hereof," "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to
this Agreement as a whole and not to any particular
provision of this Agreement, and Section, subsection,
Exhibit references are to this Agreement unless otherwise
specified.
(b) The meanings given to terms defined
herein shall be equally applicable to both the singular and
plural forms of such terms.
SECTION 2. AMOUNT AND TERMS OF COMMITMENT
2.1 Commitment. Subject to the terms and
conditions hereof, the Lender agrees to make loans ("Loans")
to the Borrower from time to time during the Commitment
Period in an aggregate principal amount at any one time
outstanding not to exceed the amount of the Lender's
Commitment. The Lender's Commitment shall be reduced
permanently by the amount of any Loans advanced by the
Lender pursuant to this Section 2 regardless of whether such
Loans are prepaid prior to the Termination Date.
<PAGE>
Page 8 of 28
2.2 Note. The Loans made by the Lender shall be
evidenced by a promissory note of the Borrower, substan-
tially in the form of Exhibit A (the "Note"), payable to the
order of the Lender and in a principal amount equal to the
lesser of (a) the amount of the initial Commitment of the
Lender and (b) the aggregate unpaid principal amount of all
Loans made by the Lender.
2.3 Procedure for Borrowing. The Borrower may
borrow under the Commitment during the Commitment Period on
any Business Day, provided that the Borrower shall give the
Lender irrevocable notice (which notice must be received by
the Lender prior to 1:00 P.M., New York City time, one
Business Day prior to the requested Borrowing Date),
specifying (i) the amount to be borrowed and (ii) the
requested Borrowing Date. Each borrowing under the Commit-
ment shall be in an amount equal to $1,000,000 or a whole
multiple of $100,000 in excess thereof (or, if the then
Available Commitment is less than $100,000, such lesser
amount). The Lender will make the amount of each borrowing
available to the Borrower by 11:00 A.M. New York City time
by wire transfer of immediately available funds to an
account maintained by the Borrower and specified in writing
to the Lender.
2.4 Optional Prepayments. The Borrower may at
any time and from time to time upon three (3) days advance
notice to the Lender, prepay the Loans, in whole or in part,
<PAGE>
Page 9 of 28
without premium or penalty. Such prepayment shall be
applied first to interest and then to principal.
2.5 Interest Rates and Payment Dates.
(a) Each Loan shall bear interest at a rate
per annum equal to the Prime Rate; provided, however, upon
the occurrence of an Orion/MITI Termination Event, each Loan
shall bear interest at a rate per annum equal to the Prime
Rate plus 3%.
(b) If all or a portion of (i) the principal
amount of any Loan or (ii) any interest payable thereon
shall not be paid when due (whether at the stated maturity,
by acceleration or otherwise), such overdue amount shall
bear interest at a rate per annum which is (x) in the case
of overdue principal, the rate that would otherwise be
applicable thereto pursuant to the foregoing provisions of
this subsection plus 2% or (y) in the case of overdue
interest, the Prime Rate plus 2%, in each case from the date
of such non-payment until such amount is paid in full.
(c) Interest shall be payable in arrears on
each Interest Payment Date, provided that interest accruing
pursuant to paragraph (b) of this subsection shall be pay-
able from time to time on demand.
2.6 Computation of Interest. Interest shall be
calculated on the basis of a 360-day year for the actual
days elapsed. Any change in the interest rate on a Loan
resulting from a change in the Prime Rate shall become
effective as of the opening of business on the day on which
<PAGE>
Page 10 of 28
such change becomes effective. The Lender shall as soon as
practicable notify the Borrower of the effective date and
the amount of each such change in interest rate.
2.7 Payments. All payments (including prepay-
ments) to be made by the Borrower hereunder and under the
Note, whether on account of principal, interest, or
otherwise, shall be made without set off or counterclaim and
shall be made prior to 12:00 Noon, New York City time, on
the due date thereof to the Lender in immediately available
funds. If any payment hereunder becomes due and payable on
a day other than a Business Day, such payment shall be
extended to the next succeeding Business Day, and, with
respect to payments of principal, interest thereon shall be
payable at the then applicable rate during such extension.
2.8 Payment Date. All principal and any unpaid
interest outstanding hereunder shall be due and payable in
full on the Termination Date.
SECTION 3. REPRESENTATIONS AND WARRANTIES
To induce the Lender to enter into this Agreement
and to make the Loans, the Borrower hereby represents and
warrants to the Lender that:
3.1 Existence; Compliance with Law. The Borrower
(a) is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization,
(b) has the partnership power and authority, and the legal
right, to own and operate its property, to lease the prop-
<PAGE>
Page 11 of 28
erty it operates as lessee and to conduct the business in
which it is currently engaged, and (c) is in compliance with
all Requirements of Law except to the extent that the fail-
ure to comply therewith could not, in the aggregate, reason-
ably be expected to have a Material Adverse Effect.
3.2 Power; Authorization; Enforceable Obliga-
tions. The Borrower has the partnership power and
authority, and the legal right, to make, deliver and perform
the Loan Documents and to borrow hereunder and has taken all
necessary partnership action to authorize the borrowings on
the terms and conditions of this Agreement and the Note and
to authorize the execution, delivery and performance of the
Loan Documents. Except as set forth on Schedule 3.2, no
consent or authorization of, filing with, notice to or other
act by or in respect of, any Governmental Authority or any
other Person is required in connection with the borrowings
hereunder or with the execution, delivery, performance,
validity or enforceability of the Loan Documents. This
Agreement and each other Loan Document have been duly
executed and delivered on behalf of the Borrower and the
Affiliates, as the case may be. This Agreement and each
other Loan Document constitutes a legal, valid and binding
obligation of the Borrower and/or the Affiliates, as the
case may be, enforceable against such Person in accordance
with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of
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creditors' rights generally and by general equitable
principles (whether enforcement is sought by proceedings in
equity or at law).
3.3 No Legal Bar. The execution, delivery and
performance of the Loan Documents, the borrowings hereunder
and the use of the proceeds thereof will not violate any
Requirement of Law or Contractual Obligation of the Borrower
or any Affiliate and will not result in, or require, the
creation or imposition of any Lien on any of its properties
or revenues pursuant to any such Requirement of Law or
Contractual Obligation, except to the extent such violations
could not, in the aggregate, be reasonably expected to have
a Material Adverse Effect.
3.4 No Material Litigation. No litigation,
investigation or proceeding of or before any arbitrator or
Governmental Authority is pending or, to the knowledge of
the Borrower, threatened by or against the Borrower or
against any of its properties or revenues (a) with respect
to any of the Loan Documents or any of the transactions
contemplated hereby or thereby, or (b) which could reason-
ably be expected to have a Material Adverse Effect.
3.5 No Default. The Borrower is not in default
under or with respect to any of its Contractual Obligations
in any respect which could reasonably be expected to have a
Material Adverse Effect. No Default or Event of Default has
occurred and is continuing.
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3.6 Taxes. The Borrower has filed or caused to
be filed all tax returns or applied for extensions which, to
the knowledge of the Borrower, are required to be filed and
has paid all taxes that are due and payable, and has paid
any assessments made against it or any of its property and
all other taxes, fees or other charges imposed on it or any
of its property by any Governmental Authority (other than
any taxes, assessments, fees or other charges the amount of
which are currently being contested in good faith by
appropriate proceedings and with respect to which reserves
in conformity with GAAP have been provided on the books of
the Borrower).
3.7 No Untrue Statement. No statement contained
in this Agreement, nor in any certificate or other document
delivered to the Lender by the Borrower (or its
representatives) in connection with this Agreement or the
transactions contemplated hereby, contains any untrue
statement of a material fact, or omits to state a material
fact necessary in order to make the statements contained
therein or herein not misleading.
3.8 Partner's Capital. The Borrower has
Partners' Capital in excess of $[CONFIDENTIAL -- REDACTED].
3.9 Federal Regulations. No part of the proceeds
of any Loans will be used for "purchasing" or "carrying" any
"margin stock" within the respective meanings of each of the
quoted terms under Regulation G or Regulation U of the Board
of Governors of the Federal Reserve System as now and from
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time to time hereafter in effect or for any purpose which
violates the provisions of the Regulations of such Board of
Governors.
3.10 Investment Company Act. The Borrower is not
an "investment company" or a company "controlled" by an
"investment company," within the meaning of the Investment
Company Act of 1940, as amended.
SECTION 4. CONDITIONS PRECEDENT
4.1 Conditions to Initial Loans. The agreement
of the Lender to make the initial Loan requested to be made
by it is subject to the satisfaction, immediately prior to
or concurrently with the making of such Loan on the Closing
Date, of the following conditions precedent:
(a) Loan Documents. The Lender shall have
received (i) this Agreement, executed and delivered by a
duly authorized officer of the Borrower, (ii) the Note,
executed and delivered by a duly authorized officer of the
Borrower, (iii) the Pledge Agreement, executed and delivered
by a duly authorized officer of the Borrower and each of the
Affiliates and (iv) the Guaranty, executed and delivered by
John W. Kluge.
(b) Partnership Proceedings of the Borrower.
The Lender shall have received a copy of the resolutions, in
form and substance satisfactory to the Lender, of the Bor-
rower authorizing (i) the execution, delivery and perfor-
mance of this Agreement, the Note and the other Loan Docu-
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ments, (ii) the borrowings contemplated hereunder and
(iii) the granting by it of the Liens created pursuant to
the Pledge Agreement, certified by the Secretary or an
Assistant Secretary of the Borrower as of the Closing Date,
which certificate shall be in form and substance
satisfactory to the Lender and shall state that the
resolutions thereby certified have not been amended,
modified, revoked or rescinded.
(c) Borrower Incumbency Certificate. The
Lender shall have received a Certificate of the Borrower,
dated the Closing Date, as to the incumbency and signature
of the officers of the Borrower executing any Loan Document
satisfactory in form and substance to the Lender, executed
by the President or any Vice President and the Secretary or
any Assistant Secretary of the Borrower.
(d) Pledged Stock; Stock Power. The Lender
shall have received the certificates representing the shares
pledged pursuant to the Pledge Agreement, together with an
undated stock power for each such certificate executed in
blank.
(e) Opinions. The Lender shall have
received the opinion of Paul, Weiss, Rifkind, Wharton &
Garrison, counsel to the Borrower, in the form of Exhibit D
of this Agreement.
4.2 Conditions to Each Loan. The agreement of
the Lender to make any Loan requested to be made by it on
any date (including, without limitation, its initial Loan)
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is subject to the satisfaction of the following conditions
precedent:
(a) Representations and Warranties. Each of
the representations and warranties made by the Borrower in
or pursuant to the Loan Documents shall be true and correct
in all material respects on and as of such date as if made
on and as of such date.
(b) No Default. No Default or Event of
Default shall have occurred and be continuing on such date
or after giving effect to the Loans requested to be made on
such date.
Each borrowing by the Borrower hereunder shall
constitute a representation and warranty by the Borrower as
of the date of such Loan that the conditions contained in
this subsection 4.2 have been satisfied.
SECTION 5. COVENANTS
The Borrower hereby agrees that, so long as the
Commitment remains in effect, the Note remains outstanding
and unpaid or any other amount is owing to the Lender here-
under, the Borrower shall:
5.1 Use of Proceeds. The proceeds of the Loans
shall be used by the Borrower to fund (i) advances or loans
to be made or reimburse the Borrower for loans made by the
Borrower to, or (ii) obligations paid by the Borrower on
behalf of, any of Orion, MITI or Sterling or any subsidiary
or affiliate of the foregoing.
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5.2 Payment of Obligations. Pay, discharge or
otherwise satisfy at or before maturity or before they
become delinquent, as the case may be, all its obligations
of whatever nature, except where the amount or validity
thereof is currently being contested in good faith by
appropriate proceedings and reserves in conformity with GAAP
with respect thereto have been provided on the books of the
Borrower or its Subsidiaries, as the case may be.
5.3 Compliance of Laws. Comply with all
applicable laws regulations, orders of Governmental
Authorities and obtain and comply in all material respects
with, and maintain any and all licenses, approvals,
notifications, registrations or permits required by
applicable laws, regulations or orders, except in each such
case to the extent that failure to do so could not be
reasonably expected to have a Material Adverse Effect.
5.4 Maintenance of Existence. Preserve, renew
and keep in full force and effect its existence and take all
reasonable action to maintain all its rights, privileges and
franchises as necessary and desirable in the normal conduct
of its business; provided, that the Borrower may merge or
consolidate with or transfer or assign all or substantially
all of its property, business or assets to another Person as
long as such Person assumes all of the Borrower's obliga-
tions under this Agreement.
5.5 Maintenance of Property; Insurance. Keep all
property necessary in its business in good working order and
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condition; maintain with financially sound and reputable
insurance companies insurance on all its property in at
least such amounts and against at least such risks (but
including in any event public liability, product liability
and business interruption) as are usually insured against in
the same general area by companies engaged in the same or a
similar business; and furnish to the Lender, upon written
request, full information as to the insurance carried.
5.6 Notices. Promptly give notice to the Lender
of:
(a) the occurrence of any Default or Event
of Default; and
(b) the occurrence of any event which causes
any representation or warranty of the Borrower to be untrue
or a breach of any covenant of the Borrower set forth in
this Agreement; and
(c) the assertion of any claim by any Person
of any rights to or the imposition of any Lien on the
Collateral; and
(d) any material adverse change in the
business, operations, property, condition (financial or
otherwise) or prospects of the Borrower and its Subsidiaries
taken as a whole or any development or event which could
reasonably be expected to have a Material Adverse Effect.
<PAGE>
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SECTION 6. EVENTS OF DEFAULT
If any of the following events shall occur and be
continuing:
(a) The Borrower shall fail to pay any
principal of the Note when due in accordance with the terms
thereof or hereof; or the Borrower shall fail to pay any
interest on the Note, or any other amount payable hereunder,
within five days after any such interest or other amount
becomes due in accordance with the terms thereof or hereof;
or
(b) Any representation or warranty made or
deemed made by the Borrower herein or in any other Loan
Document or which is contained in any certificate, document
or financial or other statement furnished by it at any time
under or in connection with this Agreement or any such other
Loan Document shall prove to have been incorrect in any
material respect on or as of the date made or deemed made;
or
(c) The Borrower shall default in the
observance or performance of any other agreement contained
in this Agreement or any other Loan Document, and such
default shall continue unremedied for a period of 30 days;
or
(d) (i) The Borrower shall commence any
case, proceeding or other action (A) under any existing or
future law of any jurisdiction, domestic or foreign,
relating to bankruptcy, insolvency, reorganization or relief
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of debtors, seeking to have an order for relief entered with
respect to it, or seeking to adjudicate it a bankrupt or
insolvent, or seeking reorganization, arrangement,
adjustment, winding-up, liquidation, dissolution,
composition or other relief with respect to it or its debts,
or (B) seeking appointment of a receiver, trustee,
custodian, conservator or other similar official for it or
for all or any substantial part of its assets, or the
Borrower shall make a general assignment for the benefit of
its creditors; or (ii) there shall be commenced against the
Borrower any case, proceeding or other action of a nature
referred to in clause (i) above which (A) results in the
entry of an order for relief or any such adjudication or
appointment or (B) remains undismissed, undischarged or
unbonded for a period of 90 days; or (iii) there shall be
commenced against the Borrower any case, proceeding or other
action seeking issuance of a warrant of attachment,
execution, distraint or similar process against all or any
substantial part of its assets which results in the entry of
an order for any such relief which shall not have been
vacated, discharged, or stayed or bonded pending appeal
within 90 days from the entry thereof; or (iv) the Borrower
shall take any action in furtherance of, or indicating its
consent to, approval of, or acquiescence in, any of the acts
set forth in clause (i), (ii), or (iii) above; or (v) the
Borrower shall generally not, or shall be unable to, or
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shall admit in writing its inability to, pay its debts as
they become due; or
(e) One or more judgments or decrees shall
be entered against the Borrower involving in the aggregate
liability (not paid or fully covered by insurance) of
$10,000,000 or more, and all such judgments or decrees shall
not have been vacated, discharged, stayed or bonded pending
appeal within 60 days from the entry thereof; or.
(f) Any warrant of attachment, levy or
execution involving an amount in excess of $10,000,000 shall
be issued or levied against any of the Borrower and such
warrant of attachment, levy or execution shall not be
released, vacated, stayed or bonded within 60 days of its
issue or levy; or
(g) The Lien created by the Pledge Agreement
shall crease to be enforceable and of the same effect and
priority purported to be created thereby; or
(h) A material adverse change in the
business, operations, property, condition (financial or
otherwise) or prospects of the Borrower and its Subsidiaries
taken as a whole shall have occurred since the date of the
first borrowing under this Agreement;
then, and in any such event, (A) if such event is an Event
of Default specified in clause (i) or (ii) of paragraph (d)
above with respect to the Borrower, automatically the
Commitment shall immediately terminate and the Loans
hereunder (with accrued interest thereon) and all other
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amounts owing under this Agreement and the Note shall
immediately become due and payable, and (B) if such event is
any other Event of Default, either or both of the following
actions may be taken, in the Lender's discretion: the Lender
may by notice to the Borrower declare the Commitment to be
terminated forthwith, whereupon the Commitment shall
immediately terminate; and the Lender may by notice to the
Borrower, declare the Loans hereunder (with accrued interest
thereon) and all other amounts owing under this Agreement
and the Note to be due and payable forthwith, whereupon the
same shall immediately become due and payable. Except as
expressly provided above in this Section, presentment,
demand, protest and all other notices of any kind are hereby
expressly waived.
SECTION 7. MISCELLANEOUS
7.1 Amendments and Waivers. Neither this
Agreement, the Note or any other Loan Document, nor any
terms hereof or thereof may be amended, supplemented or
modified except in an instrument executed by the Lender and
the Borrower in accordance with the provisions of this
subsection. The Lender may, from time to time, waive, on
such terms and conditions as the Lender may specify in such
instrument, any of the requirements of this Agreement, the
Note or the other Loan Documents or any Default or Event of
Default and its consequences. Any such wavier and any such
amendment, supplement or modification shall be binding upon
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the Borrower and the Lender. In the case of any waiver, the
Borrower and the Lender shall be restored to their former
position and rights hereunder and under the Note and any
other Loan Documents, and any Default or Event of Default
waived shall be deemed to be cured and not continuing; but
no such waiver shall extend to any subsequent or other
Default or Event of Default, or impair any right consequent
thereon.
7.2 Costs and Expenses. The Borrower agrees to
pay or reimburse the Lender for all of its reasonable,
direct, actual out-of-pocket costs and expenses incurred in
connection with (i) the negotiation, execution and delivery
of this Agreement, the Note and the other Loan Documents,
including, without limitation, the reasonable fees and
disbursements of outside counsel to the Lender; provided
that such expenses shall in no event exceed $5,000; and
(ii) the enforcement of any rights under this Agreement, the
Note or any other Loan Documents including, without
limitation, the reasonable fees and disbursements of outside
counsel to the Lender.
7.3 WAIVER OF JURY TRIAL. THE BORROWER AND THE
LENDER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR THE NOTE OR ANY OTHER LOAN DOCUMENT OR FOR ANY
COUNTERCLAIM THEREIN.
7.4 Further Assurances. From and after the date
hereof, upon the reasonable request of any party to this
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Agreement, the other party shall execute, acknowledge and
deliver, all such further agreements, instruments and
assurances as may be necessary and appropriate to carry out
the transactions contemplated by this Agreement and the
other Loan Documents.
7.5 Notices. All notices, requests and demands
to or upon the respective parties hereto to be effective
shall be in writing (including by telecopy), and, unless
otherwise expressly provided herein, shall be deemed to have
been duly given or made when delivered, or three days after
being deposited in the mail, postage prepaid, or, in the
case of telecopy notice, when received, addressed as
follows, or to such other address as may be hereafter
notified by the respective parties hereto and any future
holders of the Note:
The Borrower: Metromedia Company
Metropolitan Executive Tower, One
Meadowlands Plaza
East Rutherford, New Jersey 07073
Attention: General Counsel
Telecopy: (201) 531-2803
with a copy to: Paul, Weiss, Rifkind, Wharton &
Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
Attention: James M. Dubin, Esq.
Telecopy: (212) 757-3990
The Lender: The Actava Group, Inc.
4900 Georgia-Pacific Center
Atlanta, Georgia
Attention: General Counsel
Telecopy: (404) 525-3010
with a copy to: Long, Aldridge & Norman
One Peachtree Center, Suite 5300
Atlanta, Georgia 30308
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Page 25 of 28
Attention: Clay C. Long, Esq.
Telecopy: (404) 527-4198
7.6 No Waiver; Cumulative Remedies. No failure
to exercise and no delay in exercising, on the part of the
Lender, any right, remedy, power or privilege hereunder or
under the other Loan Documents shall operate as a waiver
thereof; nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder preclude any
other or further exercise thereof or the exercise of any
other right, remedy, power or privilege. The rights,
remedies, powers and privileges herein provided are
cumulative and not exclusive of any rights, remedies, powers
and privileges provided by law.
7.7 Survival of Representations and Warranties.
All representations and warranties made hereunder, in the
other Loan Documents and in any document, certificate or
statement delivered pursuant hereto or in connection
herewith shall survive the execution and delivery of this
Agreement and the Note and the making of the Loans
hereunder.
7.8 Successors and Assigns. This Agreement shall
be binding upon and inure to the benefit of the Borrower and
the Lender and their respective successors and assigns,
except that neither the Borrower nor the Lender may assign
or transfer any of their rights or obligations under this
Agreement, and the Lender may not pledge its rights here-
under, without the prior written consent of the other party,
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which consent, in the case of the Borrower giving consent,
shall not be unreasonably withheld or delayed.
7.9 Counterparts. This Agreement may be executed
by one or more of the parties to this Agreement on any
number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute
one and the same instrument.
7.10 Severability. Any provision of this
Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision
in any other jurisdiction.
7.11 Integration. This Agreement and the other
Loan Documents represent the agreement of the Borrower and
the Lender with respect to the subject matter hereof, and
there are no promises, undertakings, representations or
warranties by the Lender relative to the subject matter
hereof not expressly set forth or referred to herein or in
the other Loan Documents.
7.12 GOVERNING LAW. THIS AGREEMENT AND THE NOTE
AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS
AGREEMENT AND THE NOTE SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
NEW YORK.
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7.13 Interest Rate Limitation. Notwithstanding
anything herein or in the Note to the contrary, if at
anytime the applicable interest rate, together with all fees
and charges that are treated as interest under applicable
law (collectively, the "Charges"), as provided for herein or
any other Loan Document, or otherwise contracted for
charged, received, taken or reserved by the Lender shall
exceed the maximum lawful rate (the "Maximum Rate") that may
be contracted for, charged, taken, received or reserved by
the Lender in accordance with applicable law, the rate of
interest payable under the Note, together with all Charges
payable to the Lender shall be limited to the Maximum Rate.
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IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed and delivered by their
proper and duly authorized officers as of the day and year
first above written.
METROMEDIA COMPANY
By: /s/ Stuart Subotnick
Name:
Title:
THE ACTAVA GROUP INC.
By: /s/ John D. Phillips
Name:
Title:
EXHIBIT 34
PLEDGE AGREEMENT
PLEDGE AGREEMENT, dated as of October 11, 1994,
made by METROMEDIA COMPANY (the "Borrower"), MET TELCELL,
INC., a Delaware corporation, ("Met Telcell"), MET
INTERNATIONAL, INC., a Delaware corporation, ("Met
International"), JOHN W. KLUGE ("Kluge"), and ANITA H.
SUBOTNICK and STUART SUBOTNICK, as joint tenants
("Subotnick", and together with Met Telcell, Met
International and Kluge, the "Affiliates") on behalf of the
Borrower, in favor of THE ACTAVA GROUP INC., as lender (in
such capacity, the "Lender") under the Credit Agreement,
dated as of October 11, 1994 (as amended, supplemented or
otherwise modified from time to time, the "Credit
Agreement"), between the Borrower and the Lender.
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, the
Lender has agreed to make Loans to the Borrower upon the
terms and subject to the conditions set forth therein, to be
evidenced by the Note issued by the Borrower under the
Credit Agreement;
WHEREAS, the Borrower and/or Affiliates, as the
case may be, are the legal and beneficial owner of the
shares of Pledged Stock (as hereinafter defined) issued by
the Issuers (as hereinafter defined); and
WHEREAS, it is a condition precedent to the
obligation of the Lender to make its Loans to the Borrower
under the Credit Agreement that the Borrower and the
Affiliates, on behalf of the Borrower, shall have executed
and delivered this Pledge Agreement to the Lender.
NOW, THEREFORE, in consideration of the premises
and to induce the Lender to enter into the Credit Agreement
and to induce the Lender to make its Loans under the Credit
Agreement, the Borrower and the Affiliates, on behalf of the
Borrower, hereby agree with the Lender, as follows:
1. Defined Terms.
(a) Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have
the meanings given to them in the Credit Agreement.
(b) The following terms shall have the
following meanings:
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"Agreement": this Pledge Agreement, as the same
may be amended, modified or otherwise supplemented from time
to time.
"Code": the Uniform Commercial Code from time to
time in effect in the State of New York.
"Collateral": the Pledged Stock and all Proceeds.
"Collateral Account": any account established to
hold money Proceeds, maintained under the sole dominion and
control of the Lender, subject to withdrawal by the Lender
for the account of the Lender only as provided in para-
graph 7(a).
"Issuers": shall mean collectively Orion Pictures
Corporation, a Delaware corporation, and Metromedia
International Telecommunications Inc., a Delaware
corporation.
"Obligations": the unpaid principal of and
interest on the Note and all other obligations and
liabilities of the Borrower to the Lender, whether direct or
indirect, absolute or contingent, due or to become due, or
now existing or hereafter incurred, which may arise under,
out of, or in connection with, the Credit Agreement, the
Note, this Agreement, the other Loan Documents or any other
document made, delivered or given in connection therewith.
"Pledged Stock": the shares of capital stock of
the Issuers owned by the Borrower and the Affiliates all as
listed on Schedule 1 hereto, together with all stock
certificates, options or rights of any nature whatsoever
that may be issued or granted by the Issuers to the Borrower
and/or the Affiliates, as the case may be, in respect of the
Pledged Stock while this Agreement is in effect.
"Proceeds": all "proceeds" as such term is
defined in Section 9-306(1) of the Uniform Commercial Code
in effect in the State of New York on the date hereof and,
in any event, shall include, without limitation, all
dividends or other income from the Pledged Stock,
collections thereon or distributions with respect thereto.
"Securities Act": the Securities Act of 1933, as
amended.
(c) The words "hereof," "herein" and
"hereunder" and words of similar import when used in this
Agreement shall refer to this Agreement as a whole and not
to any particular provision of this Agreement, and section
and paragraph references are to this Agreement unless
otherwise specified.
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(d) The meanings given to the terms defined
herein shall be equally applicable to both the singular and
plural forms of such terms.
2. Pledge; Grant of Security Interest. The
Borrower and the Affiliates, on behalf of the Borrower,
hereby deliver to the Lender, all the Pledged Stock and
hereby grant to the Lender, a first security interest in the
Collateral, as collateral security for the prompt and
complete payment and performance when due (whether at the
stated maturity, by acceleration or otherwise) of the
Obligations.
3. Stock Powers. Concurrently with the delivery
to the Lender of each certificate representing one or more
shares of Pledged Stock to the Lender, the Borrower and the
Affiliates, on behalf of the Borrower, shall deliver an
undated stock power covering such certificate, duly executed
in blank by the Borrower or the Affiliate who owns such
Pledged Stock.
4. Representations and Warranties. The Borrower
represents and warrants that:
(a) To the best of Borrower's knowledge all
the shares of the Pledged Stock have been duly and validly
issued and are fully paid and nonassessable.
(b) The Borrower and/or the Affiliates, as
set forth on Schedule 1, are the record and beneficial
owners of, and have good and marketable title to, the
Pledged Stock, free of any and all Liens or option in favor
of, or claims of, any other Person, except the security
interest created by this Agreement. The Pledged Stock
constitutes all of the shares of any class of stock of the
Issuers that are owned by the Borrower and the Affiliates,
respectively.
(c) Except as set forth on Schedule 4(c) and
except for this Agreement and restrictions and limitations
imposed by securities laws generally, no portion of the
Pledged Stock is or will be subject to any option, right of
first refusal, shareholders agreement or other contractual
restriction, which restricts in any manner the rights of any
present or future holder of any of the Pledged Stock to
transfer, assign or otherwise dispose of such Pledged Stock.
(d) Except as set forth on Schedule 4(d), no
registration, recordation or filing with any governmental
body, agency or official is required in connection with the
execution or delivery of this Agreement or necessary for the
validity or enforceability hereof or for the perfection or
enforcement of the security interest granted hereby.
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(e) Upon delivery to the Lender of the stock
certificates evidencing the Pledged Stock, the security
interest created by this Agreement will constitute a valid,
perfected first priority security interest in the
Collateral, enforceable in accordance with its terms against
all creditors of the Borrower and any Persons purporting to
purchase any Collateral from the Borrower, except as
affected by bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating
to or affecting creditors' rights generally, general
equitable principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and
fair dealing.
5. Covenants. The Borrower covenants and agrees
with the Lender on its own behalf and on behalf of the
Affiliates that, from and after the date of this Agreement
until this Agreement is terminated and the security
interests created hereby are released:
(a) if the Borrower and/or the Affiliates,
as the case may be, shall, as a result of their ownership of
the Pledged Stock, become entitled to receive or shall
receive any stock certificate (including, without
limitation, any certificate representing a stock dividend or
a distribution in connection with any reclassification,
increase or reduction of capital or any certificate issued
in connection with any reorganization), option or rights,
whether in addition to, in substitution of, as a conversion
of, or in exchange for any shares of the Pledged Stock, or
otherwise in respect thereof, the Borrower and/or the
Affiliates, as the case may be, shall accept the same as the
agent of the Lender, hold the same in trust for the Lender
and deliver the same forthwith to the Lender in the exact
form received, duly endorsed by the Borrower and/or the
Affiliates, as the case may be, to the Lender, if required,
together with an undated stock power covering such
certificate duly executed in blank by the Borrower and/or
the Affiliates, as the case may be, to be held by the
Lender, subject to the terms hereof, as additional
collateral security for the Obligations. Any sums paid upon
or in respect of the Pledged Stock upon the liquidation or
dissolution of either of the Issuers shall be paid over to
the Lender to be held by it hereunder as additional
collateral security for the Obligations, and in case any
distribution of capital shall be made on or in respect of
the Pledged Stock or any property shall be distributed upon
or with respect to the Pledged Stock pursuant to the
recapitalization or reclassification of the capital of the
Issuers or pursuant to the reorganization thereof, the
property so distributed shall be delivered to the Lender to
be held by it hereunder as additional collateral security
for the Obligations. If any sums of money or property so
<PAGE>
Page 5 of 11
paid or distributed in respect of the Pledged Stock shall be
received by the Borrower and/or the Affiliates, as the case
may be, the Borrower and/or the Affiliates, as the case may
be, shall, until such money or property is paid or delivered
to the Lender, hold such money or property in trust for the
Lender, segregated from other funds of the Borrower and/or
the Affiliates, as the case may be, as additional collateral
security for the Obligations.
(b) Without the prior written consent of the
Lender, the Borrower will not and will cause the Affiliates
not to (i) sell, assign, transfer, exchange, or otherwise
dispose of, or grant any option with respect to, the
Collateral or (ii) create, incur or permit to exist any Lien
or option in favor of, or any claim of any Person with
respect to, any of the Collateral, or any interest therein,
except for the security interests created by this Agreement.
(c) The Borrower shall maintain the security
interest created by this Agreement as a first, perfected
security interest and shall defend such security interest
against claims and demands for all persons whomsoever. At
any time and from time to time, upon the written request of
the Lender, and at the sole expense of the Borrower, the
Borrower will, or will cause the appropriate Affiliates to,
promptly and duly execute and deliver such further instru-
ments and documents and take such further actions as the
Lender may reasonably request for the purposes of obtaining
or preserving the full benefits of this Agreement and of the
rights and powers herein granted. If any amount payable
under or in connection with any of the Collateral shall be
or become evidenced by any promissory note, other instrument
or chattel paper, such note, instrument or chattel paper
shall be immediately delivered to the Lender, duly endorsed
in a manner satisfactory to the Lender, to be held as
Collateral pursuant to this Agreement.
(d) The Borrower shall pay, and save the
Lender harmless from, any and all liabilities with respect
to, or resulting from any delay in paying, any and all
stamp, excise, sales or other taxes which are payable with
respect to any of the Collateral or in connection with any
of the transactions contemplated by this Agreement.
6. Cash Dividends; Voting Rights. Unless an
Event of Default shall have occurred and be continuing, the
Borrower and the Affiliates, as the case may be, shall be
permitted to receive all cash dividends paid in the normal
course of business of the Issuers in respect of the Pledged
Stock and to exercise all voting and corporate rights with
respect to the Pledged Stock.
<PAGE>
Page 6 of 11
7. Rights of the Lender.
(a) All money Proceeds received by the
Lender hereunder shall be held by the Lender in a Collateral
Account. All Proceeds while held by the Lender in a
Collateral Account (or by the Borrower or the Affiliates in
trust for the Lender) shall continue to be held as
collateral security for all the Obligations and shall not
constitute payment thereof until applied as provided in
paragraph 8(a).
(b) If an Event of Default shall occur and
be continuing (i) the Lender shall have the right to receive
any and all cash dividends paid in respect of the Pledged
Stock and make application thereof to the Obligations in
such order as the Lender may determine, (ii) all shares of
the Pledged Stock may at Lender's election, be registered in
the name of the Lender or its nominee, and (iii) the Lender
or its nominee may exercise (A) all voting, corporate and
other rights pertaining to such shares of the Pledged Stock
at any meeting of shareholders of the Issuers or otherwise
and (B) any and all rights of conversion, exchange,
subscription and any other rights, privileges or options
pertaining to such shares of the Pledged Stock as if it were
the absolute owner thereof. In such event, the Lender shall
account to the Borrower promptly for property actually
received by it on account of the Pledged Shares.
8. Remedies.
(a) If an Event of Default shall have
occurred and be continuing, at any time at the Lender's
election, the Lender may apply all or any part of Proceeds
held in any Collateral Account in payment of the Obligations
in such order as the Lender may elect.
(b) If an Event of Default shall have
occurred and be continuing, the Lender may exercise, in
addition to all other rights and remedies granted in this
Agreement and in any other instrument or agreement securing,
evidencing or relating to the Obligations, all rights and
remedies of a secured party under the Code. Without
limiting the generality of the foregoing, the Lender, may in
such circumstances forthwith collect, receive, appropriate
and realize upon the Collateral, or any part thereof, and/or
may forthwith sell, assign, give option or options to
purchase or otherwise dispose of and deliver the Collateral
or any part thereof (or contract to do any of the
foregoing), in one or more parcels at public or private sale
or sales, in the over-the-counter market, at any exchange,
broker's board or office of the Lender or elsewhere upon
such terms and conditions as it may deem advisable and at
such prices as it may deem best, for cash or on credit or
<PAGE>
Page 7 of 11
for future delivery without assumption of any credit risk.
The Lender shall have the right upon any such public sale or
sales, and, to the extent permitted by law, upon any such
private sale or sales, to purchase the whole or any part of
the Collateral so sold, free of any right or equity of
redemption in the Borrower and/or the Affiliates, as the
case may be, which right or equity is hereby waived or
released. The Lender shall apply any Proceeds from time to
time held by it and the net proceeds of any such collection,
recovery, receipt, appropriation, realization or sale, to
the payment in whole or in part of the Obligations, in such
order as the Lender may elect, and after such application
and after the payment by the Lender of any other amount
required by any provision of law, including, without
limitation, Section 9-504(1)(c) of the Code, the Lender
shall account for the surplus, if any, to the Borrower
and/or the Affiliates, as the case may be. The Borrower
and/or the Affiliates, as the case may be, shall remain
liable for any deficiency if the proceeds of any sale or
other disposition of Collateral are insufficient to pay the
Obligations and the reasonable fees and disbursements of any
attorneys employed by the Lender to collect such deficiency.
9. Private Sales.
(a) The Borrower recognizes that the Lender
may be unable to effect a public sale of any or all the
Pledged Stock, by reason of certain prohibitions contained
in the Securities Act and applicable state securities laws
or otherwise, and may be compelled to resort to one or more
private sales thereof to a restricted group of purchasers
which will be obliged to agree, among other things, to
acquire such securities for their own account for investment
and not with a view to the distribution or resale thereof.
The Lender shall be under no obligation to delay a sale of
any of the Pledged Stock for the period of time necessary to
permit the applicable Issuer thereof to register such
securities for public sale under the Securities Act, or
under applicable state securities laws, even if such Issuer
would agree to do so.
(b) The Borrower further agrees to use its
reasonable efforts to do or cause to be done all such other
acts as may be necessary to make such sale or sales of all
or any portion of the Pledged Stock pursuant to this Section
valid and binding and in compliance with any and all other
applicable Requirements of Law.
10. Irrevocable Authorization and Instruction to
Issuers. The Borrower and the Affiliates, on behalf of the
Borrower, hereby authorize and instruct each of the Issuers
to comply with any instruction received by it from the
Lender in writing that (a) states that an Event of Default
<PAGE>
Page 8 of 11
has occurred and (b) is otherwise in accordance with the
terms of this Agreement, without any other or further
instructions from the Borrower and/or the Affiliates, as the
case may be, and the Borrower and the Affiliates, on behalf
of the Borrower, agree that the Issuer shall be fully
protected in so complying.
11. Lender's Appointment as Attorney-in-Fact.
The Borrower and the Affiliates, on behalf of the Borrower,
hereby irrevocably constitute and appoint the Lender and any
officer or agent of the Lender, with full power of
substitution, as its true and lawful attorney-in-fact with
full irrevocable power and authority in the place and stead
of the Borrower and the Affiliates and in the name of the
Borrower and/or the Affiliates, as the case may be, or in
the Lender's own name, from time to time in the Lender's
discretion, for the purpose of carrying out the terms of
this Agreement, to take any and all appropriate action and
to execute any and all documents and instruments which may
be necessary or desirable to accomplish the purposes of this
Agreement, including, without limitation, any financing
statements, endorsements, assignments or other instruments
of transfer. All powers, authorizations and agencies
contained in this Agreement are coupled with an interest and
are irrevocable until this Agreement is terminated and the
security interests created hereby are released.
12. Duty of Lender. The Lender's sole duty with
respect to the custody, safekeeping and physical
preservation of the Collateral in its possession, under
Section 9-207 of the Code or otherwise, shall be to deal
with it in the same manner as the Lender deals with similar
securities and property for its own account, except that the
Lender shall have no obligation to invest funds held in any
Collateral Account and may hold the same as demand deposits.
Upon payment in full by the Borrower or Guarantor of the
Obligations, the Lender shall promptly return the Collateral
to the Borrower.
13. Execution of Financing Statements. Pursuant
to Section 9-402 of the Code, the Borrower and the
Affiliates, on behalf of the Borrower, authorize the Lender
to file financing statements with respect to the Collateral
without the signature of the Borrower and/or the Affiliates,
as the case may be, in such form and in such filing offices
and the Lender reasonably determines appropriate to perfect
the security interests of the Lender under this Agreement.
A carbon, photographic or other reproduction of this
Agreement shall be sufficient as a financing statement for
filing in any jurisdiction. Upon termination of the
Commitment and repayment in full of all Obligations, the
Lender shall, at the sole cost and expense of the Borrower
<PAGE>
Page 9 of 11
and the Affiliates, on behalf of the Borrower, take any
actions requested to terminate any financing statements.
14. Notices. All notices, requests and demands
to or upon the Lender or the Borrower and the Affiliates to
be effective shall be in writing (or by telex, fax or
similar electronic transfer confirmed in writing) and shall
be deemed to have been duly given or made (1) when delivered
by hand or (2) if given by mail, when deposited in the mails
by certified mail, return receipt requested, or (3) if by
telex, fax or similar electronic transfer, when sent and
receipt has been confirmed, addressed to the Lender or the
Borrower at its address or transmission number for notices
provided in subsection 7.2 of the Credit Agreement. The
Lender and the Borrower may change their addresses and
transmission numbers for notices in the manner provided in
this Section. The Borrower shall have the authority to
receive all notices on behalf of the Affiliates.
15. Severability. Any provision of this
Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibitions or unenforceability
without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision
in any other jurisdiction.
16. Amendments in Writing; No Waiver; Cumulative
Remedies.
(a) None of the terms or provisions of this
Agreement may be modified except by a written instrument
executed by the Borrower, the Affiliates and the Lender,
provided that any provision of this Agreement may be waived
by the Lender in a letter or agreement executed by the
Lender.
(b) The Lender shall not by any act (except
by a written instrument pursuant to paragraph 16(a) hereof),
delay, indulgence, omission or otherwise be deemed to have
waived any right or remedy hereunder or to have acquiesced
in any Default or Event of Default or in any breach of any
of the terms and conditions hereof. No failure to exercise,
nor any delay in exercising, on the part of the Lender, any
right, power or privilege hereunder shall operate as a
waiver thereof. No single or partial exercise of any right,
power or privilege hereunder shall preclude any other or
further exercise thereof or the exercise of any other right,
power or privilege. A waiver by the Lender of any right or
remedy hereunder on any one occasion shall not be construed
as a bar to any right or remedy which the Lender would
otherwise have on any future occasion.
<PAGE>
Page 10 of 11
(c) The rights and remedies herein provided
are cumulative, may be exercised singly or concurrently and
are not exclusive of any other rights or remedies provided
by law.
17. Security Interest Absolute. The obligations
of the Borrower and the Affiliates hereunder shall not be
released, discharged or otherwise affected by: (i) any
extension, renewal, settlement, compromise, waiver or
release in respect of any obligation of the Borrower under
the Credit Agreement or any other Loan Document, by
operation of law or otherwise; (ii) any renewal, extension,
modification, amendment or restatement of or supplement to
the Credit Agreement or any other Loan Document; (iii) any
release, non-perfection or invalidity of any security for
any obligation of the Borrower under the Credit Agreement or
any other Loan Document; (iv) any change in the partnership
existence, structure or ownership of the Borrower and/or the
Affiliates or any insolvency, bankruptcy, reorganization or
other similar proceeding affecting the Borrower and/or the
Affiliates, their assets or any resulting release or
discharge of any obligation of the Borrower and/or the
Affiliates contained in the Credit Agreement or any other
Loan Document; (v) the existence of any claim, set-off or
other rights which the Borrower and/or the Affiliates may
have at any time against one another or against the Lender,
whether in connection herewith or any unrelated transaction,
provided that nothing herein shall prevent the assertion of
any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or
against the Borrower for any reason of the Credit Agreement
or any other Loan Document, or any provision of applicable
law or regulation purporting to prohibit the payment by the
Borrower of the principal of or interest on the Note or any
other amount payable by the Borrower under the Credit
Agreement; or (vii) any other act or omission to act or
delay of any kind by the Borrower, the Affiliates or the
Lender or any other Person or any other circumstance
whatsoever which might, but for the provisions of this
Section, constitute a legal or equitable discharge of the
Borrower's and/or the Affiliates' obligations hereunder
(other than the indefeasible payment in full of the
Obligations by the Borrower).
18. Section Headings. The section headings used
in this Agreement are for convenience of reference only and
are not to affect the construction hereof or be taken into
consideration in the interpretation hereof.
19. Successors and Assigns. This Agreement shall
be binding upon the successors and assigns of the Borrower
and the Affiliates and shall inure to the benefit of the
Lender and its successors and assigns. The Lender shall
<PAGE>
Page 11 of 11
have the right to assign or pledge its rights under this
Agreement with the consent of the Borrower and the
Affiliates, which consent shall not be unreasonably withheld
or delayed.
20. Governing Law. THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the undersigned has caused
this Agreement to be duly executed and delivered as of the
date first above written.
METROMEDIA COMPANY
By: /s/ Stuart Subotnick
Name:
Title:
MET TELCELL, INC.
By: /s/ Stuart Subotnick
Name:
Title:
MET INTERNATIONAL, INC.
By: /s/ Stuart Subotnick
Name:
Title:
/s/ John W. Kluge
/s/ Anita H. Subotnick and Stuart
Subotnick, as joint tenants
THE ACTAVA GROUP INC.
By: /s/ John D. Phillips
Name:
Title:
Explanatory Note.
In order to comply with Rule 13d-2(c) promulgated under the Securities
Exchange of 1934, included for filing with this Amendment No. 37 to the
Schedule 13D is the Schedule 13D, as amended by Amendment No. 1 through
Amendment No. 36 (in reverse chronological order) which were previously filed
with the Securities and Exchange Commission.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 36)
ORION PICTURES CORPORATION
(Name of Issuer)
Common Stock, $.25 Par Value
(Title of Class of Securities)
686285-50-3
(CUSIP Number)
ARNOLD L. WADLER
Senior Vice President, Secretary &
General Counsel, Metromedia Company
One Meadowlands Plaza, East Rutherford, New Jersey 07073-2137
Tel. No: (201) 804-7100
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
June 23, 1993
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ___.
Check the following box if a fee is being paid with the statement ___.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
The remainder of this cover page shall be filled out for a reporting
person's 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).
<PAGE>
SCHEDULE 13d
CUSIP No. 686285-50-3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
METROMEDIA COMPANY
62-1293303
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
7,195,325 shares
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 7,195,325 shares
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,195,325 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.98%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-50-3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOHN W. KLUGE
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
11,215,325 Includes 4,020,000 shares owned
directly and 7,195,325 shares beneficially
owned through Metromedia Company.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 11,215,325 Includes 4,020,000 shares owned
WITH directly and 7,195,325 shares beneficially
owned through Metromedia Company.
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,215,325 Includes 4,020,000 shares owned directly and 7,195,325
shares beneficially owned through Metromedia Company.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.08%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-50-3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STUART SUBOTNICK
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
7,195,325 shares beneficially owned through
Metromedia Company.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 7,195,325 shares beneficially owned through
WITH Metromedia Company.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,195,325 shares beneficially owned through Metromedia Company
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.98%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
AMENDMENT No. 36 TO SCHEDULE 13D
THIS Amendment No. 36, supplements Schedule 13D
(the "Schedule 13D") filed on June 2, 1986 by John W. Kluge
and Metromedia,.Inc., as amended by Amendment No. 1 thereto
filed on September 12, 1986; Amendment No. 2 thereto filed
on November 4, 1986; Amendment No. 3 thereto filed on
January 2, 1987; Amendment No. 4 thereto filed on April 7,
1987; Amendment No. 5 thereto filed on October 27, 1987;
Amendment No. 6 thereto filed on October 30, 1987; Amendment
No. 7 thereto filed on November 23, 1987; Amendment No. 8
thereto filed on December 15, 1987; Amendment No. 9 thereto
filed on January 20, 1988; Amendment No. 10 thereto filed on
January 22, 1988; Amendment No. 11 thereto filed on
February 1, 1988; Amendment No. 12 thereto filed on
February 10, 1988; Amendment No. 13 thereto filed on
February 11, 1988; Amendment No. 14 thereto filed on
February 12, 1988; Amendment No. 15 thereto filed on
February 19, 1988; Amendment No. 16 thereto filed on
March 1, 1988; Amendment No. 17 thereto filed on April 11,
1988; Amendment No. 18 filed on April 14, 1988; Amendment
No. 19 filed on April 18, 1988; Amendment No. 20 thereto
filed on May 24, 1988; Amendment No. 21 thereto filed on
June 6, 1988; Amendment No. 22 thereto filed on June 15,
1988; Amendment No. 23 thereto filed on July 6, 1988;
Amendment No. 24 thereto filed on July 14, 1988,
Amendment 25 thereto filed on August 3, 1988; Amendment
No. 26 thereto filed on December 14, 1988; Amendment No. 27
thereto filed on January 11, 1989, Amendment No. 28 thereto
filed on October 9, 1990 and Amendment No. 29 thereto filed
on February 7, 1991; Amendment No. 30 thereto filed on
April 3, 1991, Amendment No. 31 thereto filed on
February 14, 1992; Amendment No. 32 thereto filed on
April 23, 1992; Amendment No. 33 thereto filed on July 13,
1992; Amendment No. 34 thereto filed on November 12, 1992;
and Amendment No. 35 thereto filed on June 23, 1993 in the
following respect only (capitalized terms used herein shall
have the meanings ascribed to such terms in the Schedule
13D):
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended by replacing paragraphs
5(a), 5(b) and adding the following paragraph 5(c) thereto:
(a) Metromedia beneficially owns directly
7,195,325 shares of New Orion Common Stock which constitutes
approximately 35.98% of the shares of New Orion Common
Stock. Mr. Kluge beneficially owns directly 4,020,000
shares of New Orion Common Stock, which, together with the
New Orion Common Stock owned directly by Metromedia,
constitutes approximately 56.08% of the New Orion Common
Stock outstanding.
<PAGE>
(b) Metromedia and Mr. Kluge have sole power to
vote and to dispose of the 7,195,325 shares beneficially
owned directly by Metromedia, and Mr. Kluge has sole power
with respect to the voting and disposition of the 4,020,000
shares beneficially owned directly by him.
(c) On June 23, 1993, Metromedia purchased
325,000 shares of New Orion Common Stock which were
purchased at an aggregate purchase price of $1,015,625.00.
The 325,000 shares were purchased in an open market
transaction.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information
set forth in this statement is true, complete and correct.
Dated: June 23, 1992
/s/ STUART SUBOTNICK
Stuart Subotnick
General Partner
Metromedia Company
/s/ John W. KLUGE
John W. Kluge
/s/ STUART SUBOTNICK
Stuart Subotnick
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 35)
ORION PICTURES CORPORATION
(Name of Issuer)
Common Stock, $.25 Par Value
(Title of Class of Securities)
686285-50-3
(CUSIP Number)
ARNOLD L. WADLER
Senior Vice President, Secretary and
General Counsel, Metromedia Company
One Meadowlands Plaza, East Rutherford, New Jersey 07073-2137
Tel. No: (201) 804-7100
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
June 23, 1993
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ___.
Check the following box if a fee is being paid with the statement ___.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
The remainder of this cover page shall be filled out for a reporting
person's 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).
<PAGE>
SCHEDULE 13d
CUSIP No. 686285-50-3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
METROMEDIA COMPANY
62-1293303
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
6,870,325 shares
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 6,870,325 shares
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,870,325 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.35%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-50-3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOHN W. KLUGE
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
10,890,325 Includes 4,020,000 shares owned
directly and 6,870,325 shares beneficially
owned through Metromedia Company.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 10,890,325 Includes 4,020,000 shares owned
WITH directly and 6,870,325 shares beneficially
owned through Metromedia Company.
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,890,325 Includes 4,020,000 shares owned directly and 6,870,325
shares beneficially owned through Metromedia Company.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.45%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-50-3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STUART SUBOTNICK
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
6,870,325 shares beneficially owned through
Metromedia Company.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 6,870,325 shares beneficially owned through
WITH Metromedia Company.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,870,325 shares beneficially owned through Metromedia Company
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.35%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
AMENDMENT No. 35 TO SCHEDULE 13D
THIS Amendment No. 35, supplements Schedule 13D
(the "Schedule 13D") filed on June 2, 1986 by John W. Kluge
and Metromedia, Inc., as amended by Amendment No. 1 thereto
filed on September 12, 1986; Amendment No. 2 thereto filed
on November 4, 1986; Amendment No. 3 thereto filed on
January 2, 1987; Amendment No. 4 thereto filed on April 7,
1987; Amendment No. 5 thereto filed on October 27, 1987;
Amendment No. 6 thereto filed on October 30, 1987; Amendment
No. 7 thereto filed on November 23, 1987; Amendment No. 8
thereto filed on December 15, 1987; Amendment No. 9 thereto
filed on January 20, 1988; Amendment No. 10 thereto filed on
January 22, 1988; Amendment No. 11 thereto filed on
February 1, 1988; Amendment No. 12 thereto filed on
February 10, 1988; Amendment No. 13 thereto filed on
February 11, 1988; Amendment No. 14 thereto filed on
February 12, 1988; Amendment No. 15 thereto filed on
February 19, 1988; Amendment No. 16 thereto filed on
March 1, 1988; Amendment No. 17 thereto filed on April 11,
1988; Amendment No. 18 filed on April 14, 1988; Amendment
No. 19 filed on April 18, 1988; Amendment No. 20 thereto
filed on May 24, 1988; Amendment No. 21 thereto filed on
June 6, 1988; Amendment No. 22 thereto filed on June 15,
1988; Amendment No. 23 thereto filed on July 6, 1988;
Amendment No. 24 thereto filed on July 14, 1988,
Amendment 25 thereto filed on August 3, 1988; Amendment
No. 26 thereto filed on December 14, 1988; Amendment No. 27
thereto filed on January 11, 1989, Amendment No. 28 thereto
filed on October 9, 1990 and Amendment No. 29 thereto filed
on February 7, 1991; Amendment No. 30 thereto filed on
April 3, 1991, Amendment No. 31 thereto filed on
February 14, 1992; Amendment No. 32 thereto filed on
April 23, 1992; Amendment No. 33 thereto filed on July 13,
1992; and Amendment No. 34 thereto filed on November 12,
1992 in the following respect only (capitalized terms used
herein shall have the meanings ascribed to such terms in the
Schedule 13D):
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended by replacing paragraphs
5(a), 5(b) and adding thereto the following paragraph 5(c)
thereto:
(a) Metromedia beneficially owns directly
6,870,325 shares of New Orion Common Stock which constitutes
approximately 34.35% of the shares of New Orion Common
Stock. Mr. Kluge beneficially owns directly 4,020,000
shares of New Orion Common Stock, which, together with the
New Orion Common Stock owned directly by Metromedia,
constitutes approximately 54.45% of the New Orion Common
Stock outstanding.
<PAGE>
(b) Metromedia and Mr. Kluge have sole power to
vote and to dispose of the 6,870,325 shares beneficially
owned directly by Metromedia, and Mr. Kluge has sole power
with respect to the voting and disposition of the 4,020,000
shares beneficially owned directly by him.
(c) On June 22, 1993, Metromedia purchased
870,325 shares of New Orion Common Stock. 770,325 shares of
which were purchased at an aggregate purchase price of
$2,334,084.75 and 100,000 shares of which were purchased at
an aggregate purchase price of $313,000.00. The 870,325
shares were purchased in an open market transaction.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information
set forth in this statement is true, complete and correct.
Dated: June 23, 1992
/s/ STUART SUBOTNICK
Stuart Subotnick
General Partner
Metromedia Company
/s/ John W. KLUGE
John W. Kluge
/s/ STUART SUBOTNICK
Stuart Subotnick
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 34)
ORION PICTURES CORPORATION
(Name of Issuer)
Common Stock, $.25 Par Value
(Title of Class of Securities)
686285-50-3
(CUSIP Number)
ARNOLD L. WADLER
Senior Vice President, Secretary and
General Counsel, Metromedia Company
One Meadowlands Plaza, East Rutherford, New Jersey 07073-2137
Tel. No: (201) 804-7100
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
November 5, 1992
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ___.
Check the following box if a fee is being paid with the statement ___.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
The remainder of this cover page shall be filled out for a reporting
person's 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).
<PAGE>
SCHEDULE 13d
CUSIP No. 686285-50-3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
METROMEDIA COMPANY
62-1293303
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
6,109,282 shares
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 6,109,282 shares
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,109,282 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.55%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-50-3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOHN W. KLUGE
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
10,129,424. Includes 4,020,142 shares owned
directly and 6,109,282 shares beneficially
owned through Metromedia Company.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 10,129,424. Includes 4,020,142 shares owned
WITH directly and 6,109,282 shares beneficially
owned through Metromedia Company.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,129,424. Includes 4,020,142 shares owned directly and
6,109,282 shares beneficially owned through Metromedia Company.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.65%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-50-3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STUART SUBOTNICK
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
6,109,282 shares owned through Metromedia
Company.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 6,109,282 shares beneficially owned
WITH through Metromedia Company.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,109,282 shares beneficially owned through Metromedia Company.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.55%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
AMENDMENT No. 34 TO SCHEDULE 13D
THIS Amendment No. 34, supplements Schedule 13D
(the "Schedule 13D") filed on June 2, 1986 by John W. Kluge
and Metromedia, Inc., as amended by Amendment No. 1 thereto
filed on September 12, 1986; Amendment No. 2 thereto filed
on November 4, 1986; Amendment No. 3 thereto filed on
January 2, 1987; Amendment No. 4 thereto filed on April 7,
1987; Amendment No. 5 thereto filed on October 27, 1987;
Amendment No. 6 thereto filed on October 30, 1987; Amendment
No. 7 thereto filed on November 23, 1987; Amendment No. 8
thereto filed on December 15, 1987; Amendment No. 9 thereto
filed on January 20, 1988; Amendment No. 10 thereto filed on
January 22, 1988; Amendment No. 11 thereto filed on
February 1, 1988; Amendment No. 12 thereto filed on
February 10, 1988; Amendment No. 13 thereto filed on
February 11, 1988; Amendment No. 14 thereto filed on
February 12, 1988; Amendment No. 15 thereto filed on
February 19, 1988; Amendment No. 16 thereto filed on
March 1, 1988; Amendment No. 17 thereto filed on April 11,
1988; Amendment No. 18 filed on April 14, 1988; Amendment
No. 19 filed on April 18, 1988; Amendment No. 20 thereto
filed on May 24, 1988; Amendment No. 21 thereto filed on
June 6, 1988; Amendment No. 22 thereto filed on June 15,
1988; Amendment No. 23 thereto filed on July 6, 1988;
Amendment No. 24 thereto filed on July 14, 1988, Amend-
ment 25 thereto filed on August 3, 1988; Amendment No. 26
thereto filed on December 14, 1988; Amendment No. 27 thereto
filed on January 11, 1989, Amendment No. 28 thereto filed on
October 9, 1990 and Amendment No. 29 thereto filed on
February 7, 1991; Amendment No. 30 thereto filed on April 3,
1991, Amendment No. 31 thereto filed on February 14, 1992;
Amendment No. 32 thereto filed on April 23, 1992; and
Amendment No. 33 thereto filed on July 13, 1992 in the
following respect only (capitalized terms used herein
shall have the meanings ascribed to such terms in the
Schedule 13D):
Item 1. Security and Issuer.
Item 1 is hereby amended by adding thereto the
following sentence:
Pursuant to the Modified Third Amended Joint
Consolidated Plan of Reorganization for Orion and certain of
its subsidiaries, on November 5, 1992 (the "Effective Date")
the outstanding shares of common stock of Orion, par value
$.25 per share (the "Old Orion Common Stock"), were deemed
canceled and 20,000,000 shares of common stock, par value
$.25 per share, of Orion (the "New Orion Common Stock") were
deemed issued. This statement relates to the New Orion
Common Stock.
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding thereto the
following paragraph:
As described more fully in Item 4, the cash
portion $15,000,000 of the aggregate consideration for the
purchases described in Item 4 was provided by personal funds
of John W. Kluge.
Item 4. Purpose of Transaction.
Item 4 is amended by adding thereto the following
paragraphs:
As previously reported, on July 13, 1992, Orion
and Metromedia filed with the United States Bankruptcy Court
for the Southern District of New York, a Joint Consolidated
Plan of Reorganization providing for the reorganization of
Orion and subsidiaries. As permitted thereunder, such Plan
of Reorganization was amended and modified through the date
hereof (as so amended and modified, the "Plan"). Pursuant
to the Plan, among other things, Orion, Metromedia and
John W. Kluge entered into a Stock Purchase Agreement, dated
as of September 18, 1992, as amended (the "Stock Purchase
Agreement"), pursuant to which Metromedia and Mr. Kluge
agreed to purchase an aggregate of 50.1% of the New Orion
Common Stock for an aggregate consideration (the "Considera-
tion") consisting of (i) $15,000,000 in cash, (ii) the
contribution to Orion of all claims of MetMermaids, a
Delaware joint venture, against Orion relating to or arising
from a Letter Agreement dated November 28, 1990 between
Orion and MetMermaids, and (iii) the delivery of a guaranty
of Orion indebtedness owed to certain Orion bank lenders.
On the Effective Date, the conditions precedent to the
closing of the Stock Purchase Agreement were satisfied or
waived, the Plan was consummated and Orion delivered an
aggregate of 50.1% of the New Orion Common Stock (30% to
Metromedia and 20.1 to Mr. Kluge) in return for the
Consideration. In addition, in accordance with the terms of
the Plan, in exchange for the shares of Old Orion Common
Stock held by Metromedia and Mr. Kluge prior to the
Effective Date, Metromedia and Mr. Kluge became entitled to
receive their pro rata share of the New Orion Common Stock
to be distributed to holders of Old Orion Common Stock.
Such pro rata share aggregates .55% of the New Orion Common
Stock.
In connection with the confirmation of the Plan,
Metromedia agreed to offer to purchase, within 30 days of
the Effective Date, an aggregate of .1% of the New Orion
Common Stock issuable pursuant to the Plan to the holders of
claims in Class 10 under the Plan for an aggregate amount of
$250,000.
<PAGE>
In accordance with the Plan, the Certificate of
Incorporation and By-Laws of Orion were amended and restated
in their entirety on the Effective Date. Accordingly, as of
the Effective Date, Orion's Board of Directors consists of
John W. Kluge, Stuart Subotnick, Silvia K. Merkle, Arnold L.
Wadler and Michael I. Sovern, all of whom were members of
Orion's board of directors prior to the Effective Date,
Leonard White, currently President, and Steven Wertheimer,
Joel Packer and Raymond Steele, all of whom were nominated
by certain creditors of Orion pursuant to the Plan.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended by replacing paragraphs
5(a) and 5(b) thereto with the following:
(a) Metromedia beneficially owns directly
6,109,282 shares of New Orion Common Stock which constitutes
approximately 30.55% of the shares of New Orion Common Stock
deemed to be outstanding as of the Effective Date.
Mr. Kluge beneficially owns directly 4,020,142 shares of New
Orion Common Stock, which, together with the New Orion
Common Stock owned directly by Metromedia, constitutes
approximately 50.65% of the New Orion Common Stock deemed to
be outstanding as of the Effective Date.
(b) Metromedia and Mr. Kluge have sole power to
vote and to dispose of the 6,109,282 shares beneficially
owned directly by Metromedia, and Mr. Kluge has sole power
with respect to the voting and disposition of the 4,020,142
shares beneficially owned directly by him.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to the Securities
of the Issuer.
Item 6 is hereby amended by adding thereto the
following paragraph:
On September 18, 1992, Orion, Metromedia and
John W. Kluge entered into the Stock Purchase Agreement (a
copy of which is attached hereto as Exhibit 31) which was
amended by an Amendment dated as of October 15, 1992 (a copy
of which is attached hereto as Exhibit 32) pursuant to which
Orion agreed to sell an aggregate of 50.1% of the New Orion
Common Stock to Metromedia and Mr. Kluge on the Effective
Date in return for the Consideration. In addition, in
connection with the confirmation of the Plan, Metromedia
agreed to offer to purchase, within 30 days of the Effective
Date, an aggregate of 1% of the New Orion Common Stock
issuable to holders of claims in Class 10 under the Plan for
an aggregate purchase price of $250,000.
<PAGE>
Item 7. Material to be Filed as Exhibit Items.
Item 7 Is hereby amended by adding the following
thereto:
Exhibit 30 - Modified Third Amended Joint
Consolidation Plan of Reorgani-
zation for Orion Pictures
Corporation and certain of its
subsidiaries.
Exhibit 31 - Stock Purchase Agreement.
Exhibit 32 - Amendment to Stock Purchase
Agreement.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information
set forth in this statement is true, complete and correct.
Dated: November 12, 1992
/s/ STUART SUBOTNICK
Stuart Subotnick
General Partner
Metromedia Company
/s/ John W. KLUGE
John W. Kluge
/s/ STUART SUBOTNICK
Stuart Subotnick
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 33)
ORION PICTURES CORPORATION
(Name of Issuer)
Common Stock, $.25 Par Value
(Title of Class of Securities)
686285-10-7
(CUSIP Number)
ARNOLD L. WADLER
Senior Vice President, Secretary and
General Counsel, Metromedia Company
One Meadowlands Plaza, East Rutherford, New Jersey 07073-2137
Tel. No: (201) 804-7100
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
July 13, 1992
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ___.
Check the following box if a fee is being paid with the statement ___.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
The remainder of this cover page shall be filled out for a reporting
person's 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 page(s))
<PAGE>
SCHEDULE 13d
CUSIP No. 686285-50-3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
METROMEDIA COMPANY
(I.R.S. Identification No. 62-1293303)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Metromedia Company disclaims membership in a group although a (b) X
group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
15,382,500 shares
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 15,382,500 shares
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,382,500 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.4%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-50-3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOHN W. KLUGE --
Social Security No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
John W. Kluge disclaims membership in a group, although a (b) X
group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
15,402,500. Includes 20,000 shares owned
directly and 15,382,500 shares beneficially
owned through Metromedia Company.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 15,402,500. Includes 20,000 shares owned
WITH directly and 15,382,500 shares beneficially
owned through Metromedia Company.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,402,500. Includes 20,000 shares owned directly and 15,382,500
shares beneficially owned through Metromedia Company.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.5%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-50-3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STUART SUBOTNICK --
Social Security No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Stuart Subotnick disclaims membership in a group, although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
15,382,500 shares beneficially owned through
Metromedia Company.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 15,382,500 shares beneficially owned
WITH through Metromedia Company.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,382,500 shares beneficially owned through Metromedia Company.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.4%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
AMENDMENT No. 33 TO SCHEDULE 13D
THIS Amendment No. 33, supplements Schedule 13D
(the "Schedule 13D") filed on June 2, 1986 by John W. Kluge
and Metromedia, Inc., as amended by Amendment No. 1 thereto
filed on September 12, 1986; Amendment No. 2 thereto filed
on November 4, 1986; Amendment No. 3 thereto filed on
January 2, 1987; Amendment No. 4 thereto filed on April 7,
1987; Amendment No. 5 thereto filed on October 27, 1987;
Amendment No. 6 thereto filed on October 30, 1987; Amendment
No. 7 thereto filed on November 23, 1987; Amendment No. 8
thereto filed on December 15, 1987; Amendment No. 9 thereto
filed on January 20, 1988; Amendment No. 10 thereto filed on
January 22, 1988; Amendment No. 11 thereto filed on
February 1, 1988; Amendment No. 12 thereto filed on
February 10, 1988; Amendment No. 13 thereto filed on
February 11, 1988; Amendment No. 14 thereto filed on
February 12, 1988; Amendment No. 15 thereto filed on
February 19, 1988; Amendment No. 16 thereto filed on
March 1, 1988; Amendment No. 17 thereto filed on April 11,
1988; Amendment No. 18 filed on April 14, 1988; Amendment
No. 19 filed on April 18, 1988; Amendment No. 20 there,to
filed on May 24, 1988; Amendment No. 21 thereto filed on
June 6, 1988; Amendment No. 22 thereto filed on June 15,
1988; Amendment No." 23 thereto filed on July 6, 1988;
Amendment No. 24 thereto filed on July 14, 1988, Amendment
25 thereto filed on August 3, 1988; Amendment No. 26 thereto
filed on December 14, 1988; Amendment No. 27 thereto filed
on January 11, 1989, Amendment No. 28 thereto filed on
October 9, 1990 and Amendment No. 29 thereto filed on
February 7, 1991; Amendment No. 30 thereto filed on April 3,
1991, Amendment No. 31 thereto filed on February 14, 1992;
and Amendment No. 32 thereto filed on April 23, 1992 in the
following respect only (capitalized terms used herein shall
have the meanings ascribed to such terms in the Schedule
13D):
Item 4. Purpose of Transaction.
Item 4 is amended by adding thereto the following
paragraph:
On July 13, 1992, Orion and Metromedia filed with
the United States Bankruptcy Court for the Southern District
of New York, a Joint Consolidated Plan of Reorganization
(the "Plan") providing for the reorganization of Orion and
subsidiaries. A copy of the Plan is attached as Exhibit 29
to this Amendment. Capitalized terms used herein but not
otherwise defined have the meanings given to them in the
Plan.
<PAGE>
The Plan provides generally that certain of the
Debtor's secured creditors (the Banks and Sony) will share
85% of the Reorganized Debtor's Net Cash Flow, and certain
unsecured creditors will receive, on a pari passu basis, the
remaining 15% of Net Cash Flow. After payment in full of
the Allowed Claims of the Banks and Sony, the Plan provides
that 100% of Net Cash Flow will be applied to the Allowed
Claims of such unsecured creditors.
Under the Plan, the holders of Participation
Claims and Residuals Claims will release the Debtors from
15% of such Claims (other than post-petition Residuals
Claims) In respect of the preconfirmation period, in
exchange for Talent Notes, which will bear interest at the
rate of LIBOR plus 1.75% per annum and will be payable
currently out of that portion of Net Cash Flow not required
to be paid to the Banks and Sony. The holders of certain
other unsecured Claims will receive Creditor Notes, which
generally do not bear interest but also are payable
currently out of that portion of Net Cash Flow not required
to be paid to the Banks and Sony. The Plan provides that
two-thirds of the portion of Net Cash Flow to be distributed
to the holders of the Talent Notes and Creditor Notes will
be applied to the Talent Notes, so long as any are outstand-
ing, and the remaining one-third (or 100% after payment of
the Talent Notes) will be applied to the Creditor Notes.
Under the Plan, the holders of Orion's sub-
ordinated debt will receive an aggregate of $100,000,000 in
zero coupon notes of Reorganized Orion due September 30,
1999, which will be paid only out of Net Cash Flow after the
Talent Notes and Creditor Notes have been paid in full, as
well as 49% of the equity of Reorganized Orion.
Holders of Allowed Interests consisting of Series
B Preferred Stock and Old Orion Common Stock (including
Metromedia) will receive, in the aggregate, 0.2% and 0.7%,
respectively, of the New Orion Common Stock. The Old Orion
Common Stock will be canceled and no longer will be regis-
tered under Section 12 of the Securities Exchange Act of
1934.
The Plan also contemplates that an Affiliate of
Metromedia will invest $15 million in cash and contribute
and release the MetMermaids Rights (and any recoveries
otherwise payable under the Plan in respect of the
MetMermaids Rights), in exchange for 50.1% of the New Orion
Common Stock. In addition, the Plan contemplates that
Metromedia and an Affiliate thereof will guarantee certain
payments to the Banks (and Reorganized Orion will enter into
a Reimbursement Agreement with Metromedia and such Affiliate
generally providing, among other things, for the reimburse-
ment of any amounts paid by them to the Banks on behalf of
Reorganized Orion).
The Plan provides that for a period of five years
from the Effective Date, shareholders of Reorganized Orion
(other than Metromedia or its Affiliates) will have right to
designate three out of a total of not more than twelve board
seats of Reorganized Orion, to be filled pursuant to
<PAGE>
inter creditor agreement, subject to approval by Metromedia and
its Affiliates, which approval will not be unreasonably
withheld. The Plan also contemplates that Reorganized Orion
shall have an Executive Committee and one member of that
Committee shall be selected by the non-Metromedia related
board members.
Confirmation and consummation of the Plan are
subject to significant conditions precedent, as set forth in
the Plan, including the condition that each of the condi-
tions to consummation shall have been satisfied or waived in
accordance with the terms of the Plan on or before
September 30, 1992. The Plan may be amended or modified at
any time prior to the entry of a confirmation order, and
thereafter, at any time prior to substantial consummation of
the Plan (provided such amendment or modification is in
accordance with the Bankruptcy Code and the Plan).
Item 7. Material to be Filed as Exhibit Items.
Item 7 is hereby amended by adding the following
thereto:
Exhibit 29 - Joint Consolidation Plan of
Reorganization
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information
set forth in this statement is true, complete and correct.
Dated: July 14, 1992
/s/ STUART SUBOTNICK
Stuart Subotnick
General Partner
Metromedia Company
/s/ John W. KLUGE
John W. Kluge
/s/ STUART SUBOTNICK
Stuart Subotnick
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 32)
ORION PICTURES CORPORATION
(Name of Issuer)
Common Stock, $.25 Par Value
(Title of Class of Securities)
686285-10-7
(CUSIP Number)
ARNOLD L. WADLER
Senior Vice President, Secretary and
General Counsel, Metromedia Company
One Meadowlands Plaza, East Rutherford, New Jersey 07073-2137
Tel. No: (201) 804-7100
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
April 22, 1992
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ___.
Check the following box if a fee is being paid with the statement ___.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
The remainder of this cover page shall be filled out for a reporting
person's 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 page(s))
<PAGE>
SCHEDULE 13d
CUSIP No. 686285-50-3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
METROMEDIA COMPANY
(I.R.S. Identification No. 62-1293303)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
15,382,500 shares
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 15,382,500 shares
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,382,500 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.4%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-50-3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOHN W. KLUGE --
Social Security No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
15,402,500. Includes 20,000 shares owned
directly and 15,382,500 shares beneficially
owned through Metromedia Company.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 15,402,500. Includes 20,000 shares owned
WITH directly and 15,382,500 shares beneficially
owned through Metromedia Company.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,402,500. Includes 20,000 shares owned directly and 15,382,500
shares beneficially owned through Metromedia Company.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.5%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-50-3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STUART SUBOTNICK --
Social Security No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Stuart Subotnick disclaims membership in a group, (b) X
althought a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,382,500 shares beneficially owned through Metomedia Company.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.4%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
AMENDMENT No. 32 TO SCHEDULE 13D
THIS Amendment No. 32, supplements Schedule 13D
(the "Schedule 13D") filed on June 2, 1986 by John W. Kluge
and Metromedia, Inc., as amended by Amendment No. 1 thereto
filed on September 12, 1986; Amendment No. 2 thereto filed
on November 4, 1986; Amendment No. 3 thereto filed on
January 2, 1987; Amendment No. 4 thereto filed on April 7,
1987; Amendment No. 5 thereto filed on October 27, 1987;
Amendment No. 6 thereto filed on October 30, 1987; Amendment
No. 7 thereto filed on November 23, 1987; Amendment No. 8
thereto filed on December 15, 1987; Amendment No. 9 thereto
filed on January 20, 1988; Amendment No. 10 thereto filed on
January 22, 1988; Amendment No. 11 thereto filed on February
1, 1988; Amendment No. 12 thereto filed on February 10,
1988; Amendment No. 13 thereto filed on February 11, 1988;
Amendment No. 14 thereto filed on February 12, 1988;
Amendment No. 15 thereto filed on February 19, 1988;
Amendment No. 16 thereto filed on March 1, 1988; Amendment
No. 17 thereto filed on April 11, 1988; Amendment No. 18
filed on April 14, 1988; Amendment No. 19 filed on April 18,
1988; Amendment No. 20 thereto filed on May 24, 1988;
Amendment No. 21 thereto filed on June 6, 1988; Amendment
No. 22 thereto filed on June 15, 1988; Amendment No. 23
thereto filed on July 6, 1988; Amendment No. 24 thereto
filed on July 14, 1988, Amendment 25 thereto filed on August
3, 1988; Amendment No. 26 thereto filed on December 14,
1988; Amendment No. 27 thereto filed on January 11, 1989,
Amendment No. 28 thereto filed on October 9, 1990 and Amend-
ment No. 29 thereto filed on February 7, 1991; Amendment
No. 30 thereto filed on April 3, 1991, and Amendment No. 31
thereto filed on February 14, 1992, in the following respect
only (capitalized terms used herein shall have the meanings
ascribed to such terms in the Schedule 13D):
Item 4. Purpose of Transaction.
Item 4 is amended by adding thereto the following
paragraph:
On April 21, 1992, New Line Cinema Corporation
("New Line") announced that it had ended its efforts with
Orion Pictures Corporation ("Orion") and Metromedia Company
("Metromedia") to arrange a joint reorganization plan for
Orion. On February 6, 1992, as previously disclosed in a
Schedule 13D filing, Orion, Metromedia and New Line entered
into a Letter of Intent which, among other things,
contemplated that the parties propose a joint plan of
reorganization for Orion.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information
set forth in this statement is true, complete and correct.
Dated: April 22, 1992
/s/ Stuart Subotnick
Stuart Subotnick
General Partner
Metromedia Company
/s/ John W. Kluge
John W. Kluge
/s/ Stuart Subotnick
Stuart Subotnick
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 31)
ORION PICTURES CORPORATION
(Name of Issuer)
Common Stock, $.25 Par Value
(Title of Class of Securities)
686285-10-7
(CUSIP Number)
ARNOLD L. WADLER
Senior Vice President, Secretary and
General Counsel, Metromedia Company
One Meadowlands Plaza, East Rutherford, New Jersey 07073-2137
Tel. No: (201) 348-3244
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
February 6, 1992
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ___.
Check the following box if a fee is being paid with the statement ___.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
The remainder of this cover page shall be filled out for a reporting
person's 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 page(s))
<PAGE>
SCHEDULE 13d
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Metromedia Company
(I.R.S. Identification No. 62-1293303)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Metromedia Company disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
15,382,500 shares
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 15,382,500 shares
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,382,500 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.4%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John W. Kluge - S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
John W. Kluge disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
15,402,500. Includes 20,000 shares owned
directly and 15,382,500 shares beneficially
owned through Metromedia Company.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 15,402,500. Includes 20,000 shares owned
WITH directly and 15,382,500 shares beneficially
owned through Metromedia Company.
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,402,500. Includes 20,000 shares owned directly and 15,382,500
shares beneficially owned through Metromedia Company.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.5%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stuart Subotnick - S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Stuart Subotnick disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
15,382,500 shares beneficially owned through
Metromedia Company
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 15,382,500 shares beneficially owned through
WITH Metromedia Company
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,382,500 shares beneficially owned through Metromedia Company
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.4%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
AMENDMENT No. 31 TO SCHEDULE 13D
THIS Amendment No. 31, supplements Schedule 13D
(the "Schedule 13D") filed on June 2, 1986 by John W. Kluge
and Metromedia, Inc., as amended by Amendment No. 1 thereto
filed on September 12, 1986; Amendment No. 2 thereto filed
on November 4, 1986; Amendment No. 3 thereto filed on
January 2, 1987; Amendment No. 4 thereto filed on April 7,
1987 Amendment No. 5 thereto filed on October 27, 1987;
Amendment No. 6 thereto filed on October 30, 1987; Amendment
No. 7 thereto filed on November 23, 1987; Amendment No. 8
thereto filed on December 15, 1987; Amendment No. 9 thereto
filed on January 20, 1988; Amendment No. 10 thereto filed on
January 22, 1988; Amendment No. 11 thereto filed on February
1, 1988; Amendment No. 12 thereto filed on February 10,
1988; Amendment No. 13 thereto filed on February 11, 1988;
Amendment No. 14 thereto filed on February 12, 1988;
Amendment No. 15 thereto filed on February 19, 1988;
Amendment No. 16 thereto filed on March 1, 1988; Amendment
No. 17 thereto filed on April 11, 1988; Amendment No. 18
filed on April 14, 1988; Amendment No. 19 filed on April 18,
1988; Amendment No. 20 thereto filed on May 24, 1988;
Amendment No. 21 thereto filed on June 6, 1988; Amendment
No. 22 thereto filed on June 15, 1988; Amendment No. 23
thereto filed on July 6, 1988; Amendment No. 24 thereto
filed on July 14, 1988; Amendment 25 thereto filed on
August 3, 1988; Amendment No. 26 thereto filed on
December 14, 1988; Amendment No. 27 thereto filed on
January 11, 1989; Amendment No. 28 thereto filed on
October 9, 1990 and Amendment No. 29 thereto filed on
February 7, 1991; and Amendment No. 30 thereto filed on
April 3, 1991, in the following respect only (capitalized
terms used herein shall have the meanings ascribed to such
terms in the Schedule 13D):
Item 4. Purpose of Transaction.
Item 4 is amended by adding thereto the following
paragraphs:
On February 6, 1992, Orion Pictures Corporation
("Orion"), Metromedia Company ("Metromedia") and New Line
Cinema Corporation ("New Line") entered into a Letter of
Intent (the "Letter of Intent") (attached hereto as Exhibit
28) which, among other things, (i) contemplates that the
parties prepare and enter into a purchase agreement (the
"Purchase Agreement") generally containing the terms
described below and (ii) contemplates that the parties
propose a joint plan of reorganization for Orion generally
containing the terms described below (the "Plan").
The Letter of Intent provides that under the
Purchase Agreement (a) New Line would agree to purchase
forty-six (46%) percent of the common stock of a reorganized
Orion (the "New Common Stock") for (i) $12.5 million in
cash; and (ii) the assignment to Orion for cancellation of
certain rights (the "MetMermaids Rights") in respect of a
letter agreement, dated November 28, 1990 between Orion and
MetMermaids, a joint venture between John W. Kluge, as
trustee, and Stuart Subotnick ("MetMermaids") currently held
by MetMermaids and (b) Metromedia would
<PAGE>
agree to purchase 7.5% of the New Common Stock for $12.5 million
in cash. It is intended that the Plan would provide for 1.5% of
the New Common Stock to be issued to current shareholders (including
Metromedia) and 45% of the New Common Stock to be issued to
the holders of Orion's subordinated debt. Orion would make
limited representations and warranties under the Purchase
Agreement, none of which would survive the closing of the
transactions contemplated thereunder (the "Closing"). New
Line and Metromedia each would make customary representa-
tions and warranties, none of which would survive the Clos-
ing. Orion would be subject to certain covenants, to be
agreed upon by Orion, New Line and Metromedia, regarding the
operation of its business through the Closing. The obliga-
tions of New Line and Metromedia to consummate the trans-
actions contemplated by the Purchase Agreement would be
subject to certain conditions, including material perform-
ance by Orion of its obligations, Orion's representations
and warranties being true and correct, Orion's execution and
delivery to New Line of a distribution and management agree-
ment described below, Orion's execution and delivery to
Metromedia of a commission agreement described below,
receipt of all required governmental approvals, and confirm-
ation of the transactions contemplated by the Plan.
Metromedia's obligation to consummate the Purchase Agreement
would be subject to the further condition that all litiga-
tion against Orion, its subsidiaries, officers, directors,
employees, and agents of Orion and its subsidiaries,
Metromedia and officers, directors, partners, employees and
agents of Metromedia, shall have been terminated with pre-
judice and that all such persons and entities shall have
received general releases in form and substance satisfactory
to Metromedia. Orion's obligation to consummate the trans-
actions contemplated by the Purchase Agreement would be
subject to the approval of the Bankruptcy Court and certain
other conditions, including material performance by New Line
and Metromedia of their obligations, New Line's and
Metromedia's respective representatives and warranties being
true and correct, New Line's execution and delivery to Orion
of the distribution and management agreement described
below, receipt of all required governmental approvals, and
confirmation of the Plan.
The Letter of Intent provides that the Purchase
Agreement would expressly permit Orion and Metromedia to
seek out and negotiate, enter into agreements in respect of,
and consummate an Acquisition Transaction (defined therein)
which, in the judgment of Orion, has terms which, from the
point of view of the advantage conferred on Orion's
creditors and shareholders, are higher or better, in the
aggregate, than those of the Purchase Agreement and the
Plan. The Purchase Agreement would further provide that, if
such an Acquisition Transaction is the subject of a con-
firmed plan or if Orion materially breaches its covenants in
the Purchase Agreement, Orion promptly shall pay to New
Line, in addition to any payments described in the last
paragraph hereof, $1.5 millIon in cash, as liquidated
damages, subject to certain exceptions. The Purchase
Agreement would be terminable by any party upon the
happening of certain events.
The Letter of Intent provides that the Purchase
Agreement would be executed on the later of (i) the date on
which the Official Committee of Unsecured Creditors
signifies its support of or non-objection to the Purchase
Agreement and (ii) the date on which New Line and Metromedia
disclose to Orion that they have agreed in principal for the
following
<PAGE>
(x) Metromedia's receiving from New Line an
option with customary provisions to purchase from New Line
up to 2-1/2% of the New Common Stock at an aggregate
exercise price of $2.5 million; (y) Metromedia's receiving
from New Line 1.6 million shares of New Line common stock In
exchange for the MetMermaids Rights and (z) Metromedia's
acquiring 5- and 7-year warrants with customary provisions,
each to acquire 100,000 shares of New Line common stock at
an exercise price of $10.00 and $25.00 per share,
respectively.
The Letter of Intent contemplates that the Plan
would provide, among other things, (i) assuming that the
aggregate amount of unsecured claims does not exceed a total
previously discussed with Orion, creditors of Orion would
not be impaired (except pursuant to a settlement or com-
promise or an Impairment of general unsecured creditors
(other than trade creditors, profit participants, gross
participants and residual payees) that is lawful notwith-
standing superior treatment or non-impairment of other
general unsecured creditors), except for the following
creditors: the banks who are parties to Orion's revolving
credit facility; Columbia Pictures Entertainment, Inc. and
its affiliates; and holders of Orion's subordinated
debentures and notes; (ii) except as otherwise provided in
the Plan or confirming order, for the discharge of all then
existing indebtedness or Orion; (iii) for the cancellation
of all existing equity securities of Orion; (iv) for the
existing shareholders of Orion (including Metromedia) to
receive, in the aggregate, shares of New Common Stock
constituting 1-1/2% of the New Common Stock; (v) for the
Bondholders to receive, in the aggregate: shares of New
Common Stock constituting 45% of the New common Stock, $60
million aggregate principal amount of 11% subordinated
debentures due 2002 of Orion (having sinking fund payment of
$15 million per annum commencing on the seventh anniversary
of issue and having a New Line 630,000 registered shares of
New Line common stock; and (vi) for the other impaired
creditors to be treated in a manner acceptable to New Line,
Metromedia and Orion. The Plan otherwise will have terms
satisfactory to the parties and will comply with the
Bankruptcy Code.
The Letter of Intent contemplates that on the
Closing Date, New Line and Orion would enter into a dis-
tribution and management agreement, to be approved by the
Bankruptcy Court, pursuant to which New Line would manage
the operations of Orion and provide all distribution ser-
vices to Orion (subject to outstanding licenses, as the same
may be modified in Orion's Chapter 11 proceeding) as well as
provide production, supervision and related services to
Orion with respect to future product to be developed. In
exchange for such services, New Line would receive fees (in
addition to reimbursement of expenses) ranging form 5% to
25% of revenues, with certaIn annual limits on such fees.
The Letter of Intent contemplates that on the
Closing Date, Metromedia and Orion would enter into a
commission agreement pursuant to which Metromedia would
receive a commission of 5% of all funds accepted by Orion
(as a license fee, an investment or otherwise) from a
foreign source which previously has been identified to
Orion.
The Letter of Intent provides that if the
transactions described therein are abandoned by Orion, or
Orion accepts an Acquisition Transaction not approved by New
Line, and the Purchase Agreement shall not have previously
been executed and delivered, Orion promptly shall
<PAGE>
pay to New Line all reasonable, documented out-of-pocket
expenses incurred by it since December 11, 1991, up to $500,000.
Except for the immediately preceding sentence, and the
agreement by Orion promptly to file with the Bankruptcy
Court a motion seeking approval of Orion's agreements
contemplated by such sentence, the Letter of Intent provides
that it does not constitute a binding agreement among the
parties.
Item 7. Material to be Filed as Exhibit Items.
Item 7 is hereby amended by adding the following
thereto:
Exhibit 28 - Letter of Intent.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information
set forth in this statement is true, complete and correct.
Dated: February 13, 1992
METROMEDIA COMPANY
By: /s/ Stuart Subotnick
STUART SUBOTNICK
General Partner
/s/ John W. Kluge
John W. KLUGE
/s/ Stuart Subotnick
STUART SUBOTNICK
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 30)
ORION PICTURES CORPORATION
(Name of Issuer)
Common Stock, $.25 Par Value
(Title of Class of Securities)
686285-10-7
(CUSIP Number)
ARNOLD L. WADLER
Senior Vice President, Secretary and
General Counsel, Metromedia Company
One Harmon Plaza, Secaucus, New Jersey 07094
Tel. No: (201) 348-3244
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
April 3, 1991
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ___.
Check the following box if a fee is being paid with the statement ___.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
The remainder of this cover page shall be filled out for a reporting
person's 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 page(s))
<PAGE>
SCHEDULE 13d
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
METROMEDIA COMPANY
(I.R.S. Identification No. 62-1293303)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Metromedia Company disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
15,382,500 shares
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 15,382,500 shares
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,382,500 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.4%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOHN W. KLUGE --
Social Security No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
John W. Kluge disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
15,402,500. Includes 20,000 shares owned
directly and 15,382,500 shares beneficially
owned through Metromedia Company.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 15,402,500. Includes 20,000 shares owned
WITH directly and 15,382,500 shares beneficially
owned through Metromedia Company.
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,402,500. Includes 20,000 shares owned directly and 15,382,500
shares beneficially owned through Metromedia Company.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.5%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STUART SUBOTNICK --
Social Security No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Stuart Subotnick disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
15,382,500 shares owned through Metromedia
Company.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 15,382,500 shares beneficially owned through
Metromedia Company.
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,382,500 shares beneficially owned through Metromedia Company.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.4%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
AMENDMENT No. 30 TO SCHEDULE 130
THIS Amendment No. 30, supplements Schedule 13D
(the "Schedule 13D") filed on June 2, 1986 by John W. Kluge
and Metromedia, Inc., as amended by Amendment No. 1 thereto
filed on September 12, 1986; Amendment No. 2 thereto filed
on November 4, 1986; Amendment No. 3 thereto filed on
January 2, 1987; Amendment No. 4 thereto filed on April 7,
1987; Amendment No. 5 thereto filed on October 27, 1987;
Amendment No. 6 thereto filed on October 30, 1987; Amendment
No. 7 thereto filed on November 23, 1987; Amendment No. 8
thereto filed on December 15, 1987; Amendment No. 9 thereto
filed on January 20, 1988; Amendment No. 10 thereto filed on
January 22, 1988; Amendment No. 11 thereto filed on
February 1, 1988; Amendment No. 12 thereto filed on
February 10, 1988; Amendment No. 13 thereto filed on
February 11, 1988; Amendment No. 14 thereto filed on
February 12, 1988; Amendment No. 15 thereto filed on
February 19, 1988; Amendment No. 16 thereto filed on
March 1, 1988; Amendment No. 17 thereto filed on April 11,
1988; Amendment No. 18 filed on April 14, 1988; Amendment
No. 19 filed on April 18, 1988; Amendment No. 20 thereto
filed on May 24, 1988; Amendment No. 21 thereto filed on
June 6, 1988; Amendment No. 22 thereto filed on June 15,
1988; Amendment No. 23 thereto filed on July 6, 1988;
Amendment No. 24 thereto filed on July 14, 1988, Amendment
25 thereto filed on August 3, 1988; Amendment No. 26 thereto
filed on December 14, 1988; Amendment No. 27 thereto filed
on January 11, 1989, Amendment No. 28 thereto filed on
October 9, 1990 and Amendment No. 29 thereto filed on
February 7, 1991, in the following respect only (capitalized
terms used herein shall have the meanings ascribed to such
terms in the Schedule 13D):
Item 4. Purpose of Transaction.
Item 4 is amended by adding thereto the following
paragraphs:
On April 1, 1991, the Board of Directors of Orion
Pictures Corporation ("Orion") named William Bernstein as
President and Chief Executive Officer of Orion. Eric
Pleskow, the then President and Chief Executive Officer of
Orion, was named Chairman of the Board, and Arthur Krim, who
was Chairman of the Board, assumed the position of Founder
Chairman. Mr. Krim remains Chairman of the Executive
Committee.
<PAGE>
The Board of Directors also promoted David Forbes,
President of Orion Pictures Distribution Corporation, and
Marc E. Platt, President of Orion Pictures Productions, to
Executive Vice Presidents of Orion Pictures Corporation.
All of the management changes became effective on April 1,
1991.
In addition to the creation of the new management
team, Orion Pictures Corporation announced its intention to
address its present financial situation by exploring a
capital or financial restructuring to significantly reduce
its current debt burden. The action taken by the Orion
Board, both in revitalizing the management of the Company
and in announcing its intention to explore the means to
reorganize the Company's financial condition, was made with
the full support of Metromedia Company, which is committed
to the long-term viability of Orion.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of
my knowledge and belief, I hereby certify that the
information set forth in this statement is true, complete
and correct.
Dated: April 3, 1991
METROMEDIA COMPANY
By: /s/ Stuart Subotnick
STUART SUBOTNICK
General Partner
/s/ John W. Kluge
John W. KLUGE
/s/ Stuart Subotnick
STUART SUBOTNICK
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 29)
ORION PICTURES CORPORATION
(Name of Issuer)
Common Stock, $.25 Par Value
(Title of Class of Securities)
686285-10-7
(CUSIP Number)
ARNOLD L. WADLER
Senior Vice President, Secretary and
General Counsel, Metromedia Company
One Harmon Plaza, Secaucus, New Jersey 07094
Tel. No: (201) 348-3244
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
February 7, 1991
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ___.
Check the following box if a fee is being paid with the statement ___.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
The remainder of this cover page shall be filled out for a reporting
person's 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 page(s))
<PAGE>
SCHEDULE 13d
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Metromedia Company
(I.R.S. Identification No. 62-1293303)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Metromedia Company disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
15,382,500 shares
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 15,382,500 shares
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,382,500 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14 TYPE OF REPORTING PERSON
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John W. Kluge -
S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
John W. Kluge disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
15,402,500. Includes 20,000 shares owned
directly and 15,382,500 shares beneficially
owned through Metromedia Company.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 15,402,000. Includes 20,000 shares owned
WITH directly and 15,382,500 shares beneficially
owned through Metromedia Company.
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,402,500. Include 20,000 shares owned directly and 15,382,500
beneficially owned through Metromedia Company.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.5%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STUART SUBOTNICK --
Social Security No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Stuart Subotnick disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
15,382,500 shares owned through Metromedia
Company.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 15,382,500 shares beneficially owned through
Metromedia Company.
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,382,500 shares beneficially owned through Metromedia Company.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.4%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
AMENDMENT No. 29 TO SCHEDULE 13D
THIS Amendment No. 29, supplements Schedule 13D
(the "Schedule 13D") filed on June 2, 1986 by John W. Kluge
and Metromedia, Inc., as amended by Amendment No. 1 thereto
filed on September 12, 1986; Amendment No. 2 thereto filed
on November 4, 1986; Amendment No. 3 thereto filed on
January 2, 1987; Amendment No. 4 thereto filed on April 7,
1987; Amendment No. 5 thereto filed on October 27, 1987;
Amendment No. 6 thereto filed on October 30, 1987; Amendment
No. 7 thereto filed on November 23, 1987; Amendment No. 8
thereto filed on December 15, 1987; Amendment No. 9 thereto
filed on January 20, 1988; Amendment No. 10 thereto filed on
January 22, 1988; Amendment No. 11 thereto filed on
February 1, 1988; Amendment No. 12 thereto filed on
February 10, 1988; Amendment No. 13 thereto filed on
February 11, 1988; Amendment No. 14 thereto filed on
February 12, 1988; Amendment No. 15 thereto filed on
February 19, 1988; Amendment No. 16 thereto filed on
March 1, 1988; Amendment No. 17 thereto filed on April 11,
1988; Amendment No. 18 filed on April 14, 1988; Amendment
No. 19 filed on April 18, 1988; Amendment No. 20 thereto
filed on by 24, 1988; Amendment No. 21 thereto filed on
June 6, 1988; Amendment No. 22 thereto filed on June 15,
1988; Amendment No. 23 thereto filed on July 6, 1988;
Amendment No. 24 thereto filed on July 14, 1988, Amendment
25 thereto filed on August 3, 1988; Amendment No. 26 thereto
filed on December 14 1988; Amendment No. 27 thereto filed on
January 11, 1989 and Amendment No. 28 thereto filed on
October 9, 1990, in the following respect only (capitalized
terms used herein shall have the meanings ascribed to such
terms in the Schedule 13D):
Item 4. Purpose of Transaction.
Item 4 is amended by adding thereto the following
paragraphs:
On February 7, 1991, the Board of Directors of
Orion Pictures Corporation, acting by unanimous written
consent in an instrument dated as of February 4, 1991,
increased the size of the Board to 13 members and elected
five new directors to fill the vacancies created by such
increase. As a result of the action taken by the Board,
Metromedia Company has a majority representation on the
Board. The Board's action was a result of Metromedia
Company's desire, in light of its approximately 68%
beneficial ownership of Orion Pictures Corporation, to have
greater representation on the Board and thereby better
protect its investment.
The new directors are: Howard Finkelstein,
President of Metromedia Communications Corporation and also
President of Metromedia HotelNet, Inc.; Michael S. Kaufman,
a Managing Director of Kluge & Co., a division of
Metromedia Company; Silvia K. Merkle, a Managing Director of
Kluge & Co., a division of Metromedia Company; Arnold L.
Wadler, Senior Vice President, Secretary and General Counsel
of Metromedia Company; and Seymour H. Wigod, a Senior Vice
President of Metromedia Company.
Messrs. Kaufman and Wigod and Ms. Merkle have been
elected to serve in the Class of Directors with terms
expiring in 1991; Mr. Wadler has been elected to the Class
of Directors with terms expiring in 1992; and
Mr. Finkelstein has been elected to the Class of Directors
with terms expiring in 1993.
Since the most recent filing of Schedule 13D,
Orion Pictures Corporation engaged Salomon Brothers Inc to
advise and assist Orion in its review of certain financial
and strategic alternatives. In connection therewith,
Metromedia engaged Salomon Brothers to render advisory
services in connection with the possible sale of all or a
portion of Metromedia's equity interest in Orion Pictures.
In addition, since the most recent filing of
Schedule 13D, an Agreement between Orion Pictures and a
joint venture between John W. Kluge (as Trustee) and Stuart
Subotnick (the "Joint Venture") was executed pursuant to
which the Joint Venture was granted an interest in certain
of the proceeds of "Mermaids", a feature-length motion
picture, in return for an investment by the Joint Venture in
the picture of approximately $23,000,000. The Agreement
provides that if the Joint Venture does not recover its
total investment amount plus a specified return thereon from
its share of "Mermaids" proceeds, the Joint Venture may
receive advances against its future interest in "Mermaids"
from certain proceeds derived from the distribution of "The
Silence of the Lambs", a feature-length motion picture
scheduled for release in February 1991. Orion Pictures has
not guaranteed any amount of gross receipts with respect to
the two motion pictures, nor has it guaranteed the recovery
of any amount paid by the Joint Venture or any return
thereon.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information
set forth in this statement is true, complete and correct.
Dated: February 7, 1991
METROMEDIA COMPANY
By: /s/ Stuart Subotnick
STUART SUBOTNICK
General Partner
/s/ John W. Kluge
John W. KLUGE
/s/ Stuart Subotnick
STUART SUBOTNICK
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 28)
ORION PICTURES CORPORATION
(Name of Issuer)
Common Stock, $.25 Par Value
(Title of Class of Securities)
686285-10-7
(CUSIP Number)
ARNOLD L. WADLER
Senior Vice President, Secretary and
General Counsel, Metromedia Company
One Harmon Plaza, Secaucus, New Jersey 07094
Tel. No: (201) 348-3244
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
October 5, 1990
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ___.
Check the following box if a fee is being paid with the statement ___.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
The remainder of this cover page shall be filled out for a reporting
person's 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 page(s))
<PAGE>
SCHEDULE 13d
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Metromedia Company
(I.R.S. Identification No. 62-1293303)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Metromedia Company disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
15,382,500 shares
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 15,382,500 shares
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,382,500 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.4%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John W. Kluge -
S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
John W. Kluge disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
15,402,500. Includes 20,000 shares owned
directly and 15,382,500 shares beneficially
owned through Metromedia Company.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 15,402,000. Includes 20,000 shares owned
WITH directly and 15,382,500 shares beneficially
owned through Metromedia Company.
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,402,500. Include 20,000 shares owned directly and 15,382,500
beneficially owned through Metromedia Company.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.5%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STUART SUBOTNICK --
Social Security No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Stuart Subotnick disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
15,382,500 shares owned through Metromedia
Company.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 15,382,500 shares beneficially owned through
Metromedia Company.
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,382,500 shares beneficially owned through Metromedia Company.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.41%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
AMENDMENT No. 28 TO SCHEDULE 13D
THIS Amendment No. 28, supplements Schedule 13D
(the "Schedule 13D") filed on June 2, 1986 by John W. Kluge
and Metromedia, Inc., as amended by Amendment No. 1 thereto
filed on September 12, 1986; Amendment No. 2 thereto filed
on November 4, 1986; Amendment No. 3 thereto filed on
January 2, 1987; Amendment No. 4 thereto filed on April 7,
1987; Amendment No. 5 thereto filed on October 27, 1987;
Amendment No. 6 thereto filed on October 30, 1987; Amendment
No. 7 thereto filed on November 23, 1987; Amendment No. 8
thereto filed on December 15, 1987; Amendment No. 9 thereto
filed on January 20, 1988; Amendment No. 10 thereto filed on
January 22, 1988; Amendment No. 11 thereto filed on
February 1, 1988; Amendment No. 12 thereto filed on
February 10, 1988; Amendment No. 13 thereto filed on
February 11, 1988; Amendment No. 14 thereto filed on
February 12, 1988; Amendment No. 15 thereto filed on
February 19, 1988; Amendment No. 16 thereto filed on
March 1, 1988; Amendment No. 17 thereto filed on April 11,
1988; Amendment No. 18 filed on April 14, 1988; Amendment
No. 19 filed on April 18, 1988; Amendment No. 20 thereto
filed on May 24, 1988; Amendment No. 21 thereto filed on
June 6, 1988; Amendment No. 22 thereto filed on June 15,
1988; Amendment No. 23 thereto filed on July 6, 1988;
Amendment No. 24 thereto filed on July 14, 1988, Amendment
25 thereto filed on August 3, 1988; Amendment No. 26 thereto
filed on December 14, 1988 and Amendment No. 27 thereto
filed on January 11, 1989, in the following respect only
(capitalized terms used herein shall have the meanings
ascribed to such terms in the Schedule 13D):
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding thereto the
following paragraph:
The aggregate cost of the shares of Orion Common
Stock acquired by the Company through the exercise of
previously acquired warrants since the transactions
reflected on the most recent filing on Schedule 13D, were
borrowed by the Company from Manufacturers Hanover Trust
Company pursuant to a loan made in the ordinary course of
business by that Bank under the Company's existing credit
facility with such Bank. The credit facility is utilized
for working capital purposes.
<PAGE>
Item 4. Purpose of Transaction.
Item 4 is amended by adding thereto the following
paragraph.
On October 5, 1990, Metromedia exercised
previously acquired warrants to purchase 4,319,760 shares of
Orion Common Stock at $6.00 per share for an aggregate price
of $25,918,760 in accordance with the terms and conditions
of the warrants.
Item 5. Interest in Securities of the Issuer.
Paragraph 5(a) is amended, in full, by
substituting therefor the following paragraphs.
The Company, Mr. Kluge and Mr. Subotnick,
each own (beneficially or otherwise) 15,582,500 shares of
Orion stock. Such 15,582,500 shares constitute
approximately 68.4% of the outstanding shares of Orion
Common Stock.
Mr. Kluge, owns directly, an additional
20,000 shares of Orion Common Stock. The wife of Stuart
Subotnick also owns 15,000 shares of Orion Common Stock;
Mr. Subotnick disclaims ownership of such shares.
Paragraph 5(c) is amended by adding thereto the
following paragraph:
Since the most recent filing of Schedule 13D,
Metromedia purchased on August 21, 1990, 24,000 shares of
Orion Common Stock at 8.375 per share for an aggregate
purchase price of $201,000. The foregoing purchase was an
open market transaction.
Item 6. Contracts, Arrangements, Understandings
or Relationships With Respect to
Securities of the Issuer.
Item 6 is hereby amended by adding thereto the
following paragraph:
On October 5, 1990, Metromedia Company
exercised warrants to purchase 4,319,760 shares of Orion
Common Stock at $6.00 per share for an aggregate exercise
price of $25,918,560.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information
set forth in this statement is true, complete and correct.
Dated: October 5, 1990
METROMEDIA COMPANY
By: /s/ Stuart Subotnick
STUART SUBOTNICK
General Partner
/s/ John W. Kluge
John W. KLUGE
/s/ Stuart Subotnick
STUART SUBOTNICK
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 27)
ORION PICTURES CORPORATION
(Name of Issuer)
Common Stock, $.25 Par Value
(Title of Class of Securities)
686285-10-7
(CUSIP Number)
ARNOLD L. WADLER
Senior Vice President, Secretary and
General Counsel, Metromedia Company
One Harmon Plaza, Secaucus, New Jersey 07094
Tel. No: (201) 348-3244
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
January 11, 1989
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ___.
Check the following box if a fee is being paid with the statement ___.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
The remainder of this cover page shall be filled out for a reporting
person's 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 page(s))
<PAGE>
SCHEDULE 13d
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Metromedia Company
(I.R.S. Identification No. 62-1293303)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Metromedia Company disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
15,457,500 (includes 4,419,760 shares
issuable upon exercise of currently
exercisable warrants).
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 15,457,500 (includes 4,419,760 shares
WITH issuable upon exercise of currently
exercisable warrants).
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,457,500 (includes 4,419,760 shares issuable upon exercise of
currently exercisable warrants).
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70.9%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John W. Kluge -
S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
John W. Kluge disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
15,477,500. Includes 20,000 shares owned
directly and 15,457,500 (including 4,419,760
shares issuable upon execise of currently
exercisable warrants) beneficially owned
through Metromedia Company.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 15,477,500. Includes 20,000 shares owned
WITH directly and 15,457,500 (including 4,419,760
shares issuable upon execise of currently
exercisable warrants) beneficially owned
through Metromedia Company.
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,477,500. Includes 20,000 shares owned directly and 15,457,500
(including 4,419,760 shares issuable upon execise of currently
exercisable warrants) beneficially owned through Metromedia
Company.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STUART SUBOTNICK --
Social Security No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Stuart Subotnick disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
15,457,500 (includes 4,419,760 shares
issuable upon exercise of currently
exercisable warrants) beneficially owned
through Metromedia Company
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 15,457,500 (includes 4,419,760 shares
WITH issuable upon exercise of currently
exercisable warrants) beneficially owned
through Metromedia Company
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,457,500 (includes 4,419,760 shares issuable upon exercise of
currently exercisable warrants) beneficially owned through
Metromedia Company
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70.9%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
This Amendment No. 27 supplements the Schedule 13D
(the "Schedule 13D") filed on June 2, 1986 by John W. Kluge
and Metromedia, Inc., as amended by Amendment No. 1 thereto
filed on September 12, 1986, Amendment No. 2 thereto filed
on November 4, 1986, Amendment No. 3 thereto filed on
January 2, 1987, Amendment No. 4 thereto filed on April 7,
1987, Amendment No. 5 thereto filed on October 27, 1987,
Amendment No. 6 thereto filed on October 30, 1987, Amendment
No. 7 thereto filed on November 23, 1987, Amendment No. 8
thereto filed on December 15, 1987, Amendment No. 9 thereto
filed on January 20, 1988, Amendment No. 10 thereto filed on
January 22, 1988, Amendment No. 11 filed on February l,
1988, Amendment No. 12 filed on February 10, 1988, Amendment
No. 13 filed on February 11, 1988, Amendment No. 14 filed on
February 12, 1988, Amendment No. 15 filed on February 19,
1988, Amendment No. 16 filed on March 1, 1988, Amendment
No. 17 filed on April 11, 1988, Amendment No. 18 filed on
April 14, 1988, Amendment No. 19 filed on April 18, 1988,
Amendment No. 20 filed on May 24, 1988, Amendment No. 21
filed on June 6, 1988, Amendment No. 22 filed on June 15,
1988, Amendment No. 23 filed on July 6, 1988, Amendment
No. 24 filed on July 14, 1988 and Amendment No. 25 filed on
August 3, 1988 and Amendment No. 26 filed on December 14,
1988 in the following respect only (capitalized terms used
herein shall have the meanings ascribed to such terms in the
Schedule 13D):
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding thereto the
following paragraph:
The aggregate cost of the 225,000 Warrants to
purchase shares of Orion Common Stock purchased by Company
since the transactions reflected on the most recent filing
on Schedule 13D were borrowed by Company from Manufacturers
Hanover Trust Company pursuant to a loan made in the
ordinary course of business by that bank under Company's
existing credit facility with such bank. The credit
facility is utilized for working capital purposes.
Item 4. Purpose of Transaction.
Item 4 is hereby amended by replacing the last
paragraph thereto with the following paragraph:
On January 11, 1989, Metromedia consummated the
previously reported purchase of warrants to purchase 225,000
shares of Orion Common Stock (exercisable at $6.00 per
share) from Marcia Medavoy Ross for an aggregate purchase
price of $1,350,000 pursuant to a Warrant Purchase
Agreement.
<PAGE>
Item 5. Interest in Securities of the Issuer.
Paragraph 5(a) is amended in full by substituting
therefor the following paragraphs:
Company, Mr. Kluge and Mr. Subotnick each own
(beneficially or otherwise) 15,457,500 shares of Orion
stock, which figure includes 4,419,760 shares issuable upon
the exercise of Orion Warrants. Such 15,457,500 shares
constitute approximately 70.9% of the outstanding shares of
Orion Common Stock (assuming exercise of all warrants to
purchase Common Stock of Orion held by Company).
Mr. Kluge owns directly an additional 20,000
Shares of Orion Common Stock. The wife of Stuart Subotnick
also owns 15,000 Shares of Orion Common Stock; Mr. Subotnick
disclaims ownership of such shares.
Paragraph 5(b) is amended in full by substituting
therefor the following sentence:
Each of Company, Mr. Kluge and Mr. Subotnick has
sole power to vote and dispose of the 15,457,500 shares
beneficially owned by Company and Mr. Kluge has sole power
to vote and dispose of the 20,000 shares owned directly by
him.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the
Issuer.
Item 6 is hereby amended by substituting the last
paragraph thereto with the following paragraph:
On January 11, 1989, Metromedia and Marcia Medavoy
Ross entered into a Warrant Purchase Agreement pursuant to
which Metromedia purchased Warrants to purchase 225,000
shares of Common Stock of Orion at an aggregate purchase
price of $1,350,000. (The Warrants are currently exercisable
and entitle the holder thereof to purchase one share of
Common Stock per Warrant at an exercise price of $6.00 per
share of Common Stock.)
<PAGE>
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended by adding thereto the
following:
Exhibit 27 - Warrant Purchase Agreement, dated
January 11, 1989, between Marcia Medavoy Ross and
Metromedia.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information
set forth in this statement is true, complete and correct.
Dated: January Il, 1988
/s/ Stuart Subotnick
Stuart Subotnick
General Partner
Metromedia Company
/s/ John W. Kluge
John W. Kluge
/s/ Stuart Subotnick
Stuart Subotnick
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information
set forth in this statement is true, complete and correct.
Dated: January 11, 1989
/s/ Stuart Subotnick
Stuart Subotnick
General Partner
Metromedia Company
/s/ John W. Kluge
John W. Kluge
/s/ Stuart Subotnick
Stuart Subotnick
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 26)
ORION PICTURES CORPORATION
(Name of Issuer)
Common Stock, $.25 Par Value
(Title of Class of Securities)
686285-10-7
(CUSIP Number)
ARNOLD L. WADLER
Senior Vice President, Secretary and
General Counsel, Metromedia Company
One Harmon Plaza, Secaucus, New Jersey 07094
Tel. No: (201) 348-3244
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
December 13, 1988
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ___.
Check the following box if a fee is being paid with the statement ___.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
The remainder of this cover page shall be filled out for a reporting
person's 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 page(s))
<PAGE>
SCHEDULE 13d
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Metromedia Company
(I.R.S. Identification No. 62-1293303)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Metromedia Company disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
15,232,500 (includes 4,194,760 shares
issuable upon exercise of currently
exercisable warrants).
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 15,232,500 (includes 4,194,760 shares
WITH issuable upon exercise of currently
exercisable warrants).
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,232,500 (includes 4,194,760 shares issuable upon exercise of
currently exercisable warrants).
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70.6%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John W. Kluge -
S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
John W. Kluge disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
15,252,500. Includes 20,000 shares owned
directly and 15,232,500 (including 4,194,760
shares issuable upon execise of currently
exercisable warrants) beneficially owned
through Metromedia Company.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 15,252,500. Includes 20,000 shares owned
WITH directly and 15,232,500 (including 4,194,760
shares issuable upon execise of currently
exercisable warrants) beneficially owned
through Metromedia Company.
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,252,500. Includes 20,000 shares owned directly and 15,232,500
(including 4,194,760 shares issuable upon execise of currently
exercisable warrants) beneficially owned through Metromedia
Company.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70.7%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STUART SUBOTNICK --
Social Security No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Stuart Subotnick disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
15,232,500 (includes 4,194,760 shares
issuable upon exercise of currently
exercisable warrants) beneficially owned
through Metromedia Company
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 15,232,500 (includes 4,194,760 shares
WITH issuable upon exercise of currently
exercisable warrants) beneficially owned
through Metromedia Company
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,232,500 (includes 4,194,760 shares issuable upon exercise of
currently exercisable warrants) beneficially owned through
Metromedia Company
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70.6%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
This Amendment No. 26 supplements the Schedule 13D
(the "Schedule 13D") filed on June 2, 1986 by John W. Kluge
and Metromedia, Inc., as amended by Amendment No. 1 thereto
filed on September 12, 1986, Amendment No. 2 thereto filed
on November 4, 1986, Amendment No. 3 thereto filed on
January 2, 1987, Amendment No. 4 thereto filed on April 7,
1987, Amendment No. 5 thereto filed on October 27, 1987,
Amendment No. 6 thereto filed on October 30, 1987, Amendment
No. 7 thereto filed on November 23, 1987, Amendment No. 8
thereto filed on December 15, 1987, Amendment No. 9 thereto
filed on January 20, 1988, Amendment No. 10 thereto filed on
January 22, 1988, Amendment No. 11 filed on February l,
1988, Amendment No. 12 filed on February 10, 1988, Amendment
No. 13 filed on February 11, 1988, Amendment No. 14 filed on
February 12, 1988, Amendment No. 15 filed on February 19,
1988, Amendment No. 16 filed on March 1, 1988, Amendment
No. 17 filed on April 11, 1988, Amendment No. 18 filed on
April 14, 1988, Amendment No. 19 filed on April 18, 1988,
Amendment No. 20 filed on May 24, 1988, Amendment No. 21
filed on June 6, 1988, Amendment No. 22 filed on June 15,
1988, Amendment No. 23 filed on July 6, 1988, Amendment
No. 24 filed on, July 14, 1988 and Amendment No. 25 filed on
August 3, 1988 in the following respect only (capitalized
terms used herein shall have the meanings ascribed to such
terms in the Schedule 13D):
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding thereto the
following paragraph:
The aggregate cost of the 49,900 shares of Orion
Common Stock purchased by Company since the transactions
reflected on the most recent filing on Schedule 13D were
borrowed by Company from Manufacturers Hanover Trust Company
pursuant to a loan made in the ordinary course of business
by that bank under Company's existing credit facility with
such bank. The credit facility is utilized for working
capital purposes.
Item 4. Purpose of Transaction.
On December 13, 1988, Metromedia agreed in
principle to purchase 225,000 Warrants to purchase Orion
Common Stock (exercisable at $6 per share) from Marcia
Medavoy Ross for a purchase price of $6 per Warrant. The
purchase is subject to the satisfaction of certain
conditions and the entering into of definitive
documentation.
<PAGE>
Upon consummation of such acquisition, Metromedia
would own 15,457,500 shares of Orion Common Stock, including
4,419,760 currently exercisable Warrants to purchase Orion
Common Stock, or 70.9% of the class of Common Stock
(assuming exercise of all Orion Warrants held by
Metromedia).
Item 5. Interest in Securities of the Issuer.
Paragraph 5(a) is amended in full by substituting
therefor the following paragraphs:
Company, Mr. Kluge and Mr. Subotnick each own
(beneficially or otherwise) 15,232,500 shares of Orion
Common Stock, which figure includes 4,194,760 shares
issuable upon the exercise of Orion Warrants. Such
15,232,500 shares constitute approximately 70.6% of the
outstanding shares of Orion Common Stock (assuming exercise
of all Warrants to purchase Common Stock of Orion held by
Company).
Mr. Kluge owns directly an additional 20,000
shares of Orion Common Stock. The wife of Stuart Subotnick
also owns 15,000 shares of Orion Common Stock; Mr. Subotnick
disclaims beneficial ownership of such shares.
Paragraph 5(b) is amended in full by substituting
therefor the following sentence:
Each of Company, Mr. Kluge and Mr. Subotnick has
sole power to vote and dispose of the 15,232,500 shares
beneficially owned by Company and Mr. Kluge has sole power
to vote and dispose of the 20,000 shares owned directly by
him.
Item 6. Contracts, Arrangements, Understandings
or Relationships With Respect to
Securities of the Issuer.
Item 6 is hereby amended by adding thereto the
following paragraph:
On December 13, 1988, Metromedia and Marcia
Medavoy Ross entered into an agreement in principle pursuant
to which Metromedia agreed to purchase 225,000 Warrants to
Purchase Common Stock of Orion at an aggregate purchase
price of $1,350,000, subject to the satisfaction of certain
conditions and the entering into of definitive
documentation. (The Warrants are currently exercisable and
entitle the holder to purchase one share of Common Stock per
Warrant at an exercise price of $6.00 per share of Common
Stock.)
<PAGE>
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended by adding thereto the
following:
Exhibit 26 - Letter, dated December 8, 1988,
from Metromedia to Marcia Medavoy
Ross, acknowledged and agreed to by
Ms. Ross on December 13, 1988.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information
set forth in this statement is true, complete and correct.
Dated: December 13, 1988
/s/ Stuart Subotnick
Stuart Subotnick
General Partner
Metromedia Company
/s/ John W. Kluge
John W. Kluge
/s/ Stuart Subotnick
Stuart Subotnick
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 25)
ORION PICTURES CORPORATION
(Name of Issuer)
Common Stock, $.25 Par Value
(Title of Class of Securities)
686285-10-7
(CUSIP Number)
ARNOLD L. WADLER
Senior Vice President, Secretary and
General Counsel, Metromedia Company
One Harmon Plaza, Secaucus, New Jersey 07094
Tel. No: (201) 348-3244
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
August 1, 1988
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ___.
Check the following box if a fee is being paid with the statement ___.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
The remainder of this cover page shall be filled out for a reporting
person's 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 page(s))
<PAGE>
SCHEDULE 13d
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Metromedia Company
(I.R.S. Identification No. 62-1293303)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Metromedia Company disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
15,182,600 (includes 4,194,760 shares
issuable upon exercise of currently
exercisable warrants).
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 15,182,600 (includes 4,194,760 shares
WITH issuable upon exercise of currently
exercisable warrants).
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,182,600 (includes 4,194,760 shares issuable upon exercise of
currently exercisable warrants).
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70.4%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John W. Kluge -
S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
John W. Kluge disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
15,202,600. Includes 20,000 shares owned
directly and 15,182,600 (including 4,194,760
shares issuable upon execise of currently
exercisable warrants) beneficially owned
through Metromedia Company.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 15,202,600. Includes 20,000 shares owned
WITH directly and 15,182,600 (including 4,194,760
shares issuable upon execise of currently
exercisable warrants) beneficially owned
through Metromedia Company.
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,202,600. Includes 20,000 shares owned directly and 15,182,600
(including 4,194,760 shares issuable upon execise of currently
exercisable warrants) beneficially owned through Metromedia
Company.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70.5%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stuart Subotnick -
Social Security No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Stuart Subotnick disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
15,182,600 (includes 4,194,760 shares
issuable upon exercise of currently
exercisable warrants) beneficially owned
through Metromedia Company
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 15,182,600 (includes 4,194,760 shares
WITH issuable upon exercise of currently
exercisable warrants) beneficially owned
through Metromedia Company
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,182,600 (includes 4,194,760 shares issuable upon exercise of
currently exercisable warrants) beneficially owned through
Metromedia Company
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70.4%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
This Amendment No. 25 supplements the Schedule 13D
(the "Schedule 13D") filed on June 2, 1986 by John W. Kluge
and Metromedia, Inc., as amended by Amendment No. 1 thereto
filed on September 12, 1986, Amendment No. 2 thereto filed
on November 4, 1986, Amendment No. 3 thereto filed on
January 2, 1987, Amendment No. 4 thereto filed on April 7,
1987, Amendment No. 5 thereto filed on October 27, 1987,
Amendment No. 6 thereto filed on October 30, 1987, Amendment
No. 7 thereto filed on November 23, 1987, Amendment No. 8
thereto filed on December 15, 1987, Amendment No. 9 thereto
filed on January 20, 1988, Amendment No. 10 thereto filed on
January 22, 1988, Amendment No. 11 filed on February l,
1988, Amendment No. 12 filed on February 10, 1988, Amendment
No. 13 filed on February 11, 1988, Amendment No. 14 filed on
February 12, 1988, Amendment No. 15 filed on February 19,
1988, Amendment No. 16 filed on March 1, 1988, Amendment
No. 17 filed on April 11, 1988, Amendment No. 18 filed on
April 14, 1988, Amendment No. 19 filed on April 18, 1988,
Amendment No. 20 filed on May 24, 1988, Amendment No. 21
filed on June 6, 1988, Amendment No. 22 filed on June 15,
1988, Amendment No. 23 filed on July 6, 1988 and Amendment
No. 24 filed on July 14, 1988 in the following respect only
(capitalized terms used herein shall have the meanings
ascribed to such terms in the Schedule 13D):
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding thereto the
following paragraph:
The aggregate cost of the 176,500 shares of Orion
Common Stock purchased by Company since the transactions
reflected on the most recent filing on Schedule 13D will be
borrowed by Company from Manufacturers Hanover Trust Company
pursuant to a loan made in the ordinary course of business
by that bank under Company's existing credit facility with
such bank. The credit facility is utilized for working
capital purposes.
Item 5. Interest in Securities of the Issuer.
Paragraph 5(a) is amended in full by substituting
therefor the following paragraphs:
Company, Mr. Kluge and Mr. Subotnick each own
(beneficially or otherwise) 15,182,600 shares of Orion
Common Stock, which figure includes 4,194,760 shares
issuable upon the exercise of Orion Warrants. Such
15,182,600 shares constitute approximately 70.4% of the
outstanding shares of Orion Common Stock (assuming exercise
of all Orion Warrants held by Company).
<PAGE>
Mr. Kluge owns directly an additional 20,000
shares of Orion Common Stock. The wife of Stuart Subotnick
also owns 15,000 shares of Orion Common Stock; Mr. Subotnick
disclaims beneficial ownership of such shares.
Paragraph 5(b) is amended in full by substituting
therefor the following sentence:
Each of Company, Mr. Kluge and Mr. Subotnick has
sole power to vote and dispose of the 15,182,600 shares
beneficially owned by Company and Mr. Kluge has sole power
to vote and dispose of the 20,000 shares owned directly by
him.
Paragraph 5(c) is amended by adding thereto the
following paragraphs:
Exhibit 26 sets forth a listing of the shares of
Orion Common Stock purchased by Metromedia in open-market
broker transactions on the Exchange since the transactions
reflected on the most recent filing on Schedule 13D,
including the number of shares purchased, the dates of the
purchases and the prices per share.
Exhibit 26 is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended by adding thereto the
following:
Exhibit 26 - Open-market Purchases of Orion
Common Stock
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information
set forth in this statement is true, complete and correct.
Dated: August 2, 1988
/s/ Stuart Subotnick
Stuart Subotnick
General Partner
Metromedia Company
/s/ John W. Kluge
John W. Kluge
/s/ Stuart Subotnick
Stuart Subotnick
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 24)
ORION PICTURES CORPORATION
(Name of Issuer)
Common Stock, $.25 Par Value
(Title of Class of Securities)
686285-10-7
(CUSIP Number)
ARNOLD L. WADLER
Senior Vice President, Secretary and
General Counsel, Metromedia Company
One Harmon Plaza, Secaucus, New Jersey 07094
Tel. No: (201) 348-3244
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
July 12, 1988
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ___.
Check the following box if a fee is being paid with the statement ___.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
The remainder of this cover page shall be filled out for a reporting
person's 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 page(s))
<PAGE>
SCHEDULE 13d
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Metromedia Company
(I.R.S. Identification No. 62-1293303)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Metromedia Company disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
15,006,100 (includes 4,194,760 shares
issuable upon exercise of currently
exercisable warrants).
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 15,006,100 (includes 4,194,760 shares
WITH issuable upon exercise of currently
exercisable warrants).
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,006,100 (includes 4,194,760 shares issuable upon exercise of
currently exercisable warrants).
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
69.6%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John W. Kluge -
S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
John W. Kluge disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
15,026,100. Includes 20,000 shares owned
directly and 15,006,100 shares (including
4,194,760 shares issuable upon execise of
currently exercisable warrants) beneficially
owned through Metromedia Company.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 15,026,100. Includes 20,000 shares owned
WITH directly and 15,006,100 shares (including
4,194,760 shares issuable upon execise of
currently exercisable warrants) beneficially
owned through Metromedia Company.
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,026,100. Includes 20,000 shares owned directly and 15,006,100
(including 4,194,760 shares issuable upon execise of currently
exercisable warrants) beneficially owned through Metromedia
Company.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
69.7%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stuart Subotnick -
Social Security No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Stuart Subotnick disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
15,006,100 (includes 4,194,760 shares
issuable upon exercise of currently
exercisable warrants) beneficially owned
through Metromedia Company
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 15,006,100 (includes 4,194,760 shares
WITH issuable upon exercise of currently
exercisable warrants) beneficially owned
through Metromedia Company
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,006,100 (includes 4,194,760 shares issuable upon exercise of
currently exercisable warrants) beneficially owned through
Metromedia Company
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
69.6%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
This Amendment No. 24 supplements the Schedule 13D
(the "Schedule l3D") filed on June 2, 1986 by John W. Kluge
and Metromedia, Inc., as amended by Amendment No. l thereto
filed on September 12, 1986, Amendment No. 2 thereto filed
on November 4, 1986, Amendment No. 3 thereto filed on
January 2, 1987, Amendment No. 4 thereto filed on April 7,
1987, Amendment No. 5 thereto filed on October 27, 1987,
Amendment No. 6 thereto filed on October 30, 1987, Amendment
No. 7 thereto filed on November 23, 1987, Amendment No. 8
thereto filed on December 15, 1987, Amendment No. 9 thereto
filed on January 20, 1988, Amendment No. 10 thereto filed on
January 22, 1988, Amendment No. 11 filed on February l,
1988, Amendment No. 12 filed on February 10, 1988, Amendment
No. 13 filed on February 11, 1988, Amendment No. 14 filed on
February 12, 1988, Amendment No. 15 filed on February 19,
1988, Amendment No. 16 filed on March 1, 1988, Amendment
No. 17 filed on April 11, 1988, Amendment No. 18 filed on
April 14, 1988, Amendment No. 19 filed on April 18, 1988,
Amendment No. 20 filed on May 24, 1988, Amendment No. 21
filed on June 6, 1988, Amendment No. 22 filed on June 15,
1988 and Amendment No. 23 filed on July 6, 1988 in the
following respect only (capitalized terms used herein shall
have the meanings ascribed to such terms in the Schedule
13D):
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding thereto the
following paragraph:
The aggregate cost of the 205,300 shares of Orion
Common Stock purchased by Company since the transactions
reflected on the most recent filing on Schedule 13D will be
borrowed by Company from Manufacturers Hanover Trust Company
pursuant to a loan made in the ordinary course of business
by that bank under Company's existing credit facility with
such bank. The credit facility is utilized for working
capital purposes.
Item 5. Interest in Securities of the Issuer.
Paragraph 5(a) is amended in full by substituting
therefor the following paragraphs:
Company, Mr. Kluge and Mr. Subotnick each own
(beneficially or otherwise) 15,006,100 shares of Orion
Common Stock, which figure includes 4,194,760 shares
issuable upon the exercise of Orion Warrants. Such
15,006,100 shares constitute approximately 69.6% of the
outstanding shares of Orion Common Stock (assuming exercise
of all Orion Warrants held by Company).
<PAGE>
Mr. Kluge owns directly an additional 20,000
shares of Orion Common Stock. The wife of Stuart Subotnick
also owns 15,000 shares of Orion Common Stock; Mr. Subotnick
disclaims beneficial ownership of such shares.
Paragraph 5(b) is amended in full by substituting
therefor the following sentence:
Each of Company, Mr. Kluge and Mr. Subotnick has
sole power to vote and dispose of the 15,006,100 shares
beneficially owned by Company and Mr. Kluge has sole power
to vote and dispose of the 20,000 shares owned directly by
him.
Paragraph 5(c) is amended by adding thereto the
following paragraphs:
Exhibit 25 sets forth a listing of the shares of
Orion Common Stock purchased by Metromedia in open-market
broker transactions on the Exchange since the transactions
reflected on the most recent filing on Schedule 13D,
including the number of shares purchased, the dates of the
purchases and the prices per share.
Exhibit 25 is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended by adding thereto the
following:
Exhibit 25 - Open-market Purchases of Orion
Common Stock
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information
set forth in this statement is true, complete and correct.
Dated: July 13, 1988
/s/ Stuart Subotnick
Stuart Subotnick
General Partner
Metromedia Company
/s/ John W. Kluge
John W. Kluge
/s/ Stuart Subotnick
Stuart Subotnick
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 23)
ORION PICTURES CORPORATION
(Name of Issuer)
Common Stock, $.25 Par Value
(Title of Class of Securities)
686285-10-7
(CUSIP Number)
ARNOLD L. WADLER
Senior Vice President, Secretary and
General Counsel, Metromedia Company
One Harmon Plaza, Secaucus, New Jersey 07094
Tel. No: (201) 348-3244
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
July 5, 1988
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ___.
Check the following box if a fee is being paid with the statement ___.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
The remainder of this cover page shall be filled out for a reporting
person's 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 page(s))
<PAGE>
SCHEDULE 13d
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Metromedia Company
(I.R.S. Identification No. 62-1293303)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Metromedia Company disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
14,800,800 (includes 4,194,760 shares
issuable upon exercise of currently
exercisable warrants).
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 14,800,800 (includes 4,194,760 shares
WITH issuable upon exercise of currently
exercisable warrants).
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,800,800 (includes 4,194,760 shares issuable upon exercise of
currently exercisable warrants).
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.6%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John W. Kluge -
S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
John W. Kluge disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
14,820,800. Includes 20,000 shares owned
directly and 14,800,800 shares (including
4,194,760 shares issuable upon execise of
currently exercisable warrants) beneficially
owned through Metromedia Company.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 14,820,800. Includes 20,000 shares owned
WITH directly and 14,800,800 shares (including
4,194,760 shares issuable upon execise of
currently exercisable warrants) beneficially
owned through Metromedia Company.
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,820,800. Includes 20,000 shares owned directly and 14,800,800
shares (including 4,194,760 shares issuable upon execise of
currently exercisable warrants) beneficially owned through
Metromedia Company.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.7%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stuart Subotnick -
Social Security No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Stuart Subotnick disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
14,800,800 (includes 4,194,760 shares
issuable upon exercise of currently
exercisable warrants) beneficially owned
through Metromedia Company
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 14,800,800 (includes 4,194,760 shares
WITH issuable upon exercise of currently
exercisable warrants) beneficially owned
through Metromedia Company
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,800,800 (includes 4,194,760 shares issuable upon exercise of
currently exercisable warrants) beneficially owned through
Metromedia Company
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.6%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
This Amendment No. 23 supplements the Schedule 13D
(the "Schedule 13D") filed on June 2, 1986 by John W. Kluge
and Metromedia, Inc., as amended by Amendment No. 1 thereto
filed on September 12, 1986, Amendment No. 2 thereto filed
on November 4, 1986, Amendment No. 3 thereto filed on
January 2,, 1987, Amendment No. 4 thereto filed on April 7,
1987, Amendment No. 5 thereto filed on October 27, 1987,
Amendment No. 6 thereto filed on October 30, 1987, Amendment
No. 7 thereto filed on November 23, 1987, Amendment No. 8
thereto filed on December 15, 1987, Amendment No. 9 thereto
filed on January 20, 1988, Amendment No. 10 thereto filed on
January 22, 1988, Amendment No. 11 filed on February 1,
1988, Amendment No. 12 filed on February 10, 1988, Amendment
No. 13 filed on February 11, 1988, Amendment No. 14 filed on
February 12, 1988, Amendment No. is filed on February 19,
1988, Amendment No. 16 filed on March 1, 1988, Amendment
No. 17 filed on April 11, 1988, Amendment No. 18 filed on
April 14, 1988, Amendment No. 19 filed on April 18, 1988,
Amendment No. 20 filed on May 24, 1988, Amendment No. 21
filed on June 6, 1988 and Amendment No. 22 filed on June 15,
1988 in the following respect only (capitalized terms used
herein shall have the meanings ascribed to such terms in the
Schedule 13D):
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding thereto the
following paragraph:
The aggregate cost of the 206,400 shares of Orion
Common Stock purchased by Company since the transactions
reflected on the most recent filing on Schedule 13D has been
or will be borrowed by Company from Manufacturers Hanover
Trust Company pursuant to a loan made in the ordinary course
of business by that bank under Company's existing credit
facility with such bank. The credit facility is utilized
for working capital purposes.
Item 5. Interest in Securities of the Issuer.
Paragraph 5(a) is amended in full by substituting
therefor the following paragraphs:
Company, Mr. Kluge and Mr. Subotnick each own
(beneficially or otherwise) 14,800,800 shares of Orion
Common Stock, which figure includes 4,194,760 shares
issuable upon the exercise of Orion Warrants. Such
14,800,800 shares constitute approximately 68.6% of the
outstanding shares of Orion Common Stock (assuming exercise
of all Orion Warrants held by Company).
<PAGE>
Mr. Kluge owns directly an additional 20,000
shares of Orion Common Stock. The wife of Stuart Subotnick
also owns 15,000 shares of Orion Common Stock; Mr. Subotnick
disclaims beneficial ownership of such shares.
Paragraph 5(b) is amended in full by substituting
therefor the following sentence:
Each of Company, Mr. Kluge and Mr. Subotnick has
sole power to vote and dispose of the 14,800,800 shares
beneficially owned by Company and Mr. Kluge has sole power
to vote and dispose of the 20,000 shares owned directly by
him.
Paragraph 5(c) is amended by adding thereto the
following Paragraphs:
Exhibit 24 sets forth a listing of the shares of
Orion Common Stock purchased by Metromedia in open-market
broker transactions on the Exchange since the transactions
reflected on the most recent filing on Schedule 13D,
including the number of shares purchased, the dates of the
purchases and the prices per share.
Exhibit 24 is incorporated herein by reference.
On June 30, 1988, Metromedia purchased from the
Estate of Michael Redstone 15,000 shares of Orion Common
Stock at a price of $17.00 per share. This purchase was
undertaken pursuant to the Stock Purchase Agreement
described in Item 6 of Amendment No. 21 to this Schedule 13D
filed on June 6, 1988. The transaction was effected by
simultaneous transfers of the securities and the cash
purchase price.
Item 6. Contracts, Arrangements, Understandings
or Relationships With Respect to
Securities of the Issuer.
Item 6 is hereby amended by adding thereto the
following paragraph:
Pursuant to the Stock Purchase Agreement
referred to in the preceding Paragraph of this Item, on June
30, 1988, Metromedia acquired the 15,000 shares of Orion
Common Stock from the Estate of Michael Redstone.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended by adding thereto the
following:
Exhibit 24 - Open-market Purchases of Orion
Common Stock
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information
set forth in this statement is true, complete and correct.
Dated: July 6, 1988
/s/ Stuart Subotnick
Stuart Subotnick
General Partner
Metromedia Company
/s/ John W. Kluge
John W. Kluge
/s/ Stuart Subotnick
Stuart Subotnick
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 22)
ORION PICTURES CORPORATION
(Name of Issuer)
Common Stock, $.25 Par Value
(Title of Class of Securities)
686285-10-7
(CUSIP Number)
ARNOLD L. WADLER
Senior Vice President, Secretary and
General Counsel, Metromedia Company
One Harmon Plaza, Secaucus, New Jersey 07094
Tel. No: (201) 348-3244
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
June 13, 1988
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ___.
Check the following box if a fee is being paid with the statement ___.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
The remainder of this cover page shall be filled out for a reporting
person's 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 page(s))
<PAGE>
SCHEDULE 13d
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Metromedia Company
(I.R.S. Identification No. 62-1293303)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Metromedia Company disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
14,594,400 (includes 4,194,760 shares
issuable upon exercise of currently
exercisable warrants).
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 14,594,400 (includes 4,194,760 shares
WITH issuable upon exercise of currently
exercisable warrants).
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,594,400 (includes 4,194,760 shares issuable upon exercise of
currently exercisable warrants).
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.7%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John W. Kluge -
S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
John W. Kluge disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
14,614,400. Includes 20,000 shares owned
directly and 14,594,400 shares (including
4,194,760 shares issuable upon execise of
currently exercisable warrants) beneficially
owned through Metromedia Company.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 14,614,400. Includes 20,000 shares owned
WITH directly and 14,594,400 shares (including
4,194,760 shares issuable upon execise of
currently exercisable warrants) beneficially
owned through Metromedia Company.
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,614,400. Includes 20,000 shares owned directly and 14,594,400
shares (including 4,194,760 shares issuable upon execise of
currently exercisable warrants) beneficially owned through
Metromedia Company.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.8%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stuart Subotnick -
Social Security No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Stuart Subotnick disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
14,594,400 (includes 4,194,760 shares
issuable upon exercise of currently
exercisable warrants) beneficially owned
through Metromedia Company
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 14,594,400 (includes 4,194,760 shares
WITH issuable upon exercise of currently
exercisable warrants) beneficially owned
through Metromedia Company
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,594,400 (includes 4,194,760 shares issuable upon exercise of
currently exercisable warrants) beneficially owned through
Metromedia Company
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.7%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
This Amendment No. 22 supplements the Schedule 13D
(the "Schedule 13D") filed on June 2, 1986 by John W. Kluge
and Metromedia, Inc., as amended by Amendment No. 1 thereto
filed on September 12, 1986, Amendment No. 2 thereto filed
on November 4, 1986, Amendment No. 3 thereto filed on
January 2, 1987, Amendment No. 4 thereto filed on April 7,
1987, Amendment No. 5 thereto filed on October 27, 1987,
Amendment No. 6 thereto filed on October 30, 1987, Amendment
No. 7 thereto filed on November 23, 1987, Amendment No. 8
thereto filed on December 15, 1987, Amendment No. 9 thereto
filed on January 20, 1988, Amendment No. 10 thereto filed on
January 22, 1988, Amendment No. 11 filed on February 1,
1988, Amendment No. 12 filed on February 10, 1988, Amendment
No. 13 filed on February 11, 1988, Amendment No. 14 filed on
February 12, 1988, Amendment No. 15 filed on February 19,
1988, Amendment No. 16 filed on March 1, 1988, Amendment
No. 17 filed on April 11, 1988, Amendment No. 18 filed on
April 14, 1988, Amendment No. 19 filed on April 18, 1988,
Amendment No. 20 filed on May 24, 1988, and Amendment No. 21
filed on June 6, 1988 in the following respect only
(capitalized terms used herein shall have the meanings
ascribed to such terms in the Schedule 13D):
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding thereto the
following paragraph:
The aggregate cost of the 192,100 shares of Orion
Common Stock purchased by Company in the open market since
the transactions reflected on the most recent filing on
Schedule 13D has been or will be borrowed by Company from
Manufacturers Hanover Trust Company pursuant to a loan made
in the ordinary course of business by that bank under
Company's existing credit facility with such bank. The
credit facility is utilized for working capital purposes.
Item 5. Interest in Securities of the Issuer.
Paragraph 5(a) is amended in full by substituting
therefor the following paragraphs:
Company, Mr. Kluge and Mr. Subotnick each own
(beneficially or otherwise) 14,594,400 shares of Orion
Common Stock, which figure includes 4,194,760 shares
issuable upon the exercise of Orion Warrants. Such
14,594,400 shares constitute approximately 67.7% of the
outstanding shares of Orion Common Stock (assuming exercise
of all Orion Warrants held by Company).
Mr. Kluge owns directly an additional 20,000
shares of Orion Common Stock. The wife of Stuart Subotnick
also owns 15,000 shores of Orion Common Stock; Mr. Subotnick
disclaims beneficial ownership of such shares.
Paragraph 5(b) is amended in full by substituting
therefor the following sentence:
Each of Company, Mr. Kluge and Mr. Subotnick has
sole power to vote and dispose of the 14,594,400 shares
beneficially owned by Company and Mr. Kluge has sole power
to vote and dispose of the 20,000 shares owned directly by
him.
Paragraph 5(c) is amended by adding thereto the
following paragraphs:
Exhibit 23 sets forth a listing of the shares of
Orion Common Stock purchased by Metromedia in open-market
broker transactions on the Exchange since the transactions
reflected on the most recent filing on schedule 13D,
including the number of shares purchased, the dates of the
purchases and the prices per share.
Exhibit 23 is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended by adding thereto the
following:
Exhibit 23 - Open-market Purchases of Orion
Common Stock
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information
set forth in this statement is true, complete and correct.
Dated: June 13, 1988
/s/ Stuart Subotnick
Stuart Subotnick
General Partner
Metromedia Company
/s/ John W. Kluge
John W. Kluge
/s/ Stuart Subotnick
Stuart Subotnick
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 21)
ORION PICTURES CORPORATION
(Name of Issuer)
Common Stock, $.25 Par Value
(Title of Class of Securities)
686285-10-7
(CUSIP Number)
ARNOLD L. WADLER
Senior Vice President, Secretary and
General Counsel, Metromedia Company
One Harmon Plaza, Secaucus, New Jersey 07094
Tel. No: (201) 348-3244
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
June 3, 1988
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ___.
Check the following box if a fee is being paid with the statement ___.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
The remainder of this cover page shall be filled out for a reporting
person's 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 page(s))
<PAGE>
SCHEDULE 13d
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Metromedia Company
(I.R.S. Identification No. 62-1293303)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Metromedia Company disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC, BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
14,402,300 (includes 4,194,760 shares
issuable upon exercise of currently
exercisable warrants)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 14,402,300 (includes 4,194,760 shares
WITH issuable upon exercise of currently
exercisable warrants)
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,402,300 (includes 4,194,760 shares issuable upon exercise of
currently exercisable warrants)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.8%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John W. Kluge - S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
John W. Kluge disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
14,422,300. Includes 20,000 shares owned
directly and 14,402,300 shares (including
4,194,760 shares issuable upon exercise of
currently exercisable warrants) beneficially
owned through Metromedia Company.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 14,422,300. Includes 20,000 shares owned
WITH directly and 14,402,300 shares (including
4,194,760 shares issuable upon exercise of
currently exercisable warrants) beneficially
owned through Metromedia Company.
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,422,300. Includes 20,000 shares owned directly and 14,402,300
shares (including 4,194,760 shares issuable upon exercise of
currently exercisable warrants) beneficially owned through
Metromedia Company.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.9%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stuart Subotnick - S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Stuart Subotnick disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
14,402,300 (includes 4,194,760 shares
issuable upon exercise of currently
exercisable warrants) beneficially owned
through Metromedia Company
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 14,402,300 (includes 4,194,760 shares
WITH issuable upon exercise of currently
exercisable warrants) beneficially owned
through Metromedia Company
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,402,300 (includes 4,194,760 shares issuable upon exercise of
currently exercisable warrants) beneficially owned through
Metromedia Company
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.8%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
This Amendment No. 21 supplements the Schedule 13D
(the "Schedule 13D") filed on June 2, 1986 by John W. Kluge
and Metromedia, Inc., as amended by Amendment No. 1 thereto
filed on September 12, 1986, Amendment No. 2 thereto filed
on November 4, 1986, Amendment No. 3 thereto filed on
January 2, 1987, Amendment No. 4 thereto filed on April 7,
1987, Amendment No. 5 thereto filed on October 27, 1987,
Amendment No. 6 thereto filed on October 30, 1987, Amendment
No. 7 thereto filed on November 23, 1987, Amendment No. 8
thereto filed on December 15, 1987, Amendment No. 9 thereto
filed on January 20, 1988, Amendment No. 10 thereto filed on
January 22, 1988, Amendment No. 11 filed on February 1,
1988, Amendment No. 12 filed on February 10, 1988, Amendment
No. 13 filed on February 11, 1988, Amendment No. 14 filed on
February 12, 1988, Amendment No. 15 filed on February 19,
1988, Amendment No. 16 filed on March 1, 1988, Amendment
No. 17 filed on April 11, 1988, Amendment No. 18 filed on
April 14, 1988, Amendment No. 19 filed on April 18, 1988 and
Amendment No. 20 filed on May 24, 1988 in the following
respect only (capitalized terms used herein shall have the
meanings ascribed to such terms in the Schedule 13D):
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding thereto the
following paragraph:
Of the aggregate cost of the 2,871,800 shares of
Orion Common Stock purchased by Company in the open market
and in a private transaction and the 2,762,500 Warrants to
Purchase Common Stock purchased in a private transaction
since the transactions reflected on the most recent filing
on Schedule 13D, $21,069,100 was paid out of working capital
of Company and $57 million was borrowed by Company from
Manufacturers Hanover Trust Company pursuant to a loan made
in the ordinary course of business by that bank under
Company's existing credit facility with such bank. The
credit facility is utilized for working capital purposes.
Item 4. Purpose of Transaction.
Item 4 is hereby amended by adding thereto the
following paragraph:
On June 3, 1988, after having previously received
clearance under the H-S-R Act, Metromedia consummated the
previously reported purchase of Orion Common Stock and
Warrants from Sumner Redstone, National Amusements, Inc.,
Viacom
<PAGE>
International Inc. and the Estate of Michael
Redstone, except that Metromedia purchased 2,804,800 of the
previously reported 2,819,800 shares of Orion Common Stock
and agreed to purchase the remaining 15,000 shares from the
Estate of Michael Redstone on or before June 30, 1988 if
such shares become available for purchase. Metromedia also
purchased, as previously reported, 2,762,500 Warrants to
Purchase Common Stock.
Item 5. Interest in Securities of the Issuer.
Paragraph 5(a) is amended in full by substituting
therefor the following paragraphs:
Company, Mr. Kluge and Mr. Subotnick each own
(beneficially or otherwise) 14,402,300 shares of Orion
Common Stock, which figure includes 4,194,760 shares
issuable upon the exercise of Orion Warrants. Such
14,402,300 shares constitute approximately 66.8% of the
outstanding shares of Orion Common Stock (assuming exercise
of all Orion Warrants held by Company).
Mr. Kluge owns directly an additional 20,000
shares of Orion Common Stock. The wife of Stuart Subotnick
also owns 15,000 shares of Orion Common Stock; Mr. Subotnick
disclaims beneficial ownership of such shares.
Paragraph 5(b) is amended in full by substituting
therefor the following sentence:
Each of Company, Mr. Kluge and Mr. Subotnick has
sole power to vote and dispose of the 14,402,300 shares
beneficially owned by Company and Mr. Kluge has sole power
to vote and dispose of the 20,000 shares owned directly by
him.
Paragraph 5(c) is amended by adding thereto the
following paragraphs:
On June 3, 1988, Company purchased from Sumner
Redstone, National Amusements, Inc., Viacom International
Inc. and the Estate of Michael Redstone 2,804,800 shares of
Orion Common Stock and 2,762,500 Warrants to Purchase Common
Stock (which are exercisable at $6.00 per share and expire
on February 8, 1992) for a purchase price of $17 per share
of Common Stock and $11 per Warrant. The transaction was
effected by simultaneous delivery of the acquired securities
and, by wire transfer, the cash payment therefor; the
closing was held at the offices of Paul, Weiss, Rifkind,
Wharton & Garrison, 1285 Avenue of the Americas, New York,
New York 10019.
Exhibit 22 sets forth a listing of the shares of
Orion Common Stock purchased by Metromedia in open-market
broker
<PAGE>
transactions on the Exchange since the transactions
reflected on the most recent filing on Schedule 13D,
including the number of shares purchased, the dates of the
purchases and the prices per share.
Exhibit 22 is incorporated herein by reference.
Item 6. Contracts, Arrangements, Understandings
or Relationships With Respect to
Securities of the Issuer.
Item 6 is hereby amended by adding thereto the
following paragraph:
On June 3, 1988, Company, Sumner Redstone,
National Amusements, Inc., Viacom International Inc. and the
Estate of Michael Redstone entered into a Stock Purchase
Agreement pursuant to which Company, simultaneously with the
execution thereof, purchased 2,804,800 shares of Orion
Common Stock and 2,762,500 Warrants to Purchase Common
Stock. The aggregate purchase price for the shares of
Common Stock and the Warrants was $78,069,100. (The
Warrants are currently exercisable and entitle the holder to
purchase one share of Common Stock per Warrant at an
exercise price of $6.00 per share of Common Stock.) Company
also agreed to purchase 15,000 additional shares (at $17 per
share) from the Estate of Michael Redstone on or before June
30, 1988 if such shares become available for purchase.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended by adding thereto the
following:
Exhibit 21 - Stock Purchase Agreement dated
June 3, 1988 among Metromedia,
Sumner Redstone, National
Amusements, Inc., Viacom
International Inc. and the Estate
of Michael Redstone
Exhibit 22 - Open-market Purchases of Orion
Common Stock
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information
set forth in this statement is true, complete and correct.
Dated: June 6, 1988
/s/ Stuart Subotnick
Stuart Subotnick
General Partner
Metromedia Company
/s/ John W. Kluge
John W. Kluge
/s/ Stuart Subotnick
Stuart Subotnick
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 20)
ORION PICTURES CORPORATION
(Name of Issuer)
Common Stock, $.25 Par Value
(Title of Class of Securities)
686285-10-7
(CUSIP Number)
ARNOLD L. WADLER
Senior Vice President, Secretary and
General Counsel, Metromedia Company
One Harmon Plaza, Secaucus, New Jersey 07094
Tel. No: (201) 348-3244
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
May 20, 1988
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ___.
Check the following box if a fee is being paid with the statement ___.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
The remainder of this cover page shall be filled out for a reporting
person's 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 page(s))
<PAGE>
SCHEDULE 13d
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Metromedia Company
(I.R.S. Identification No. 62-1293303)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Metromedia Company disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
8,768,000 (includes 1,432,260 shares issuable
upon exercise of currently exercisable
warrants)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 8,768,000 (includes 1,432,260 shares issuable
WITH upon exercise of currently exercisable
warrants)
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,768,000 (includes 1,432,260 shares issuable upon exercise of
currently exercisable warrants)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.6%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John W. Kluge - S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
John W. Kluge disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
8,788,000. Includes 20,000 shares owned
directly and 8,768,000 shares (including
1,432,260 shares issuable upon exercise of
currently exercisable warrants) beneficially
owned through Metromedia Company).
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 8,788,000. Includes 20,000 shares owned
WITH directly and 8,768,000 shares (including
1,432,260 shares issuable upon exercise of
currently exercisable warrants) beneficially
owned through Metromedia Company.
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,788,000. Includes 20,000 shares owned directly and 8,768,000
shares (including 1,432,260 shares issuable upon exercise of
currently exercisable warrants) beneficially owned through
Metromedia Company.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.7%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stuart Subotnick - S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Stuart Subotnick disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
8,768,000 (includes 1,432,260 shares issuable
upon exercise of currently exercisable
warrants) beneficially owned through
Metromedia Company
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 8,768,000 (includes 1,432,260 shares issuable
WITH upon exercise of currently exercisable
warrants) beneficially owned through
Metromedia Company
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,768,000 (includes 1,432,260 shares issuable upon exercise of
currently exercisable warrants) beneficially owned through
Metromedia Company
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.6%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
This Amendment No. 20 supplements the Schedule 13D
(the "Schedule 13D") filed on June 2, 1986 by John W. Kluge
and Metromedia, Inc., as amended by Amendment No. 1 thereto
filed on September 12, 1986, Amendment No. 2 thereto filed
on November 4, 1986, Amendment No. 3 thereto filed on
January 2, 1987, Amendment No. 4 thereto filed on April 7,
1987, Amendment No. 5 thereto filed on October 27, 1987,
Amendment No. 6 thereto filed on October 30, 1987, Amendment
No. 7 thereto filed on November 23, 1987, Amendment No. 8
thereto filed on December 15, 1987, Amendment No. 9 thereto
filed on January 20, 1988, Amendment No. 10 thereto filed on
January 22, 1988, Amendment No. 11 filed on February 1,
1988, Amendment No. 12 filed on February 10, 1988, Amendment
No. 13 filed on February 11, 1988, Amendment No. 14 filed on
February 12, 1988, Amendment No. 15 filed on February 19,
1988, Amendment No. 16 filed on March 1, 1988, Amendment
No. 17 filed on April 11, 1988, Amendment No. 18 filed on
April 14, 1988 and Amendment No. 19 filed on April 18, 1988
in the following respect only (capitalized terms used herein
shall have the meanings ascribed to such terms in the
Schedule 13D):
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding thereto the
following paragraph:
The aggregate cost of the 131,100 shares of Orion
Common Stock purchased by Company in the open market since
the transactions reflected on the most recent filing on
Schedule 13D were paid out of working capital of Company.
Item 4. Purpose of Transaction.
Item 4 is hereby amended by adding thereto the
following paragraphs:
On May 20, 1988, Metromedia informed Orion that it
had agreed in principle with Sumner Redstone, National
Amusements, Inc., Viacom International Inc. and the Estate
of Michael Redstone to acquire the 2,819,800 shares of Orion
Common Stock and the 2,762,500 Warrants to Purchase Common
Stock held by such persons for a purchase price of $17 per
share and $11 per Warrant (the Warrants are exercisable at
$6 per share). The purchase is subject to clearance under
the H-S-R Act and to the entering into of definitive
documentation.
<PAGE>
On May 20, 1988, Metromedia filed with the Federal
Trade Commission and the Department of Justice a
Notification and Report Form pursuant to the H-S-R Act in
which Metromedia indicated that it is filing for the 50%
notification threshold and that it intends to consummate the
acquisition described in the preceding paragraph and thereby
exceed the 50% ownership threshold.
Upon consummation of such acquisition, Metromedia
would own 10,155,540 shares of Orion Common Stock and
4,194,760 Warrants to purchase Common Stock, or 66.6% of the
class of Common Stock (assuming exercise of all Orion
warrants held by Metromedia). At such time, each of
Metromedia, John W. Kluge and Stuart Subotnick would be
controlling persons of Orion within the meaning of the
Exchange Act.
It is expected that, upon consummation of such
acquisition, Mark M. Weinstein, Vice President and General
Counsel of Viacom International Inc., would resign from the
Orion Board of Directors and that the number of directors
would thereby be reduced from 11 to 10.
Metromedia may make additional purchase of or may
dispose of Orion Common Stock either in the open market or
in private transactions, dependent upon Metromedia's
valuation of Orion's business, prospects and financial
condition, the market for the Common Stock, other
opportunities available to Metromedia, general economic
conditions, money and stock market conditions and other
future developments.
Other than as set forth above, Metromedia
currently has no plans or proposals that will relate to or
result in any of the matters described in clauses
(a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Paragraph 5(a) is amended in full by substituting
therefor the following paragraphs:
Company, Mr. Kluge and Mr. Subotnick each own
(beneficially or otherwise) 8,768,000 shares of Orion Common
Stock, which figure includes 1,432,260 shares issuable upon
the exercise of Orion warrants. Such 8,768,000 shares
constitute approximately 46.6% of the outstanding shares of
Orion Common Stock (assuming exercise of all Orion warrants
held by Company).
Mr. Kluge owns directly an additional 20,000
shares of Orion Common Stock. The wife of Stuart Subotnick
also owns 15,000 shares of Orion Common Stock; Mr. Subotnick
disclaims beneficial ownership of such shares.
<PAGE>
Item 6. Contracts, Arrangements, Understandings
or Relationships With Respect to
Securities of the Issuer.
Item 6 is hereby amended by adding thereto the
following paragraph:
As referred to in Item 4, Metromedia has entered
into an oral agreement-in-principle with Sumner Redstone,
National Amusements, Inc., Viacom International Inc. and the
Estate of Michael Redstone to acquire the 2,819,800 shares
of Orion Common Stock and the 2,762,500 Warrants to purchase
Common Stock held by such persons for a purchase price of
$17 per share and $11 per Warrant (which are exercisable at
$6 per share). The purchase is subject to clearance under
the H-S-R Act and to the entering into of definitive
documentation
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended by adding thereto the
following:
Exhibit 20 - Open-market Purchases of Orion
Common Stock
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information
set forth in this statement is true, complete and correct.
Dated: May 23, 1988
/s/ Stuart Subotnick
Stuart Subotnick
General Partner
Metromedia Company
/s/ John W. Kluge
John W. Kluge
/s/ Stuart Subotnick
Stuart Subotnick
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 19)
ORION PICTURES CORPORATION
(Name of Issuer)
Common Stock, $.25 Par Value
(Title of Class of Securities)
686285-10-7
(CUSIP Number)
ARNOLD L. WADLER
Senior Vice President, Secretary and
General Counsel, Metromedia Company
One Harmon Plaza, Secaucus, New Jersey 07094
Tel. No: (201) 348-3244
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
April 14, 1988
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ___.
Check the following box if a fee is being paid with the statement ___.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
The remainder of this cover page shall be filled out for a reporting
person's 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 page(s))
<PAGE>
SCHEDULE 13d
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Metromedia Company
(I.R.S. Identification No. 62-1293303)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Metromedia Company disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
8,636,900 (includes 1,432,260 shares issuable
upon exercise of currently exercisable
warrants)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 8,636,900 (includes 1,432,260 shares issuable
WITH upon exercise of currently exercisable
warrants)
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,636,900 (includes 1,432,260 shares issuable upon exercise of
currently exercisable warrants)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.2%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John W. Kluge - S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
John W. Kluge disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
8,656,900. Includes 20,000 shares owned
directly and 8,636,900 shares (including
1,432,260 shares issuable upon exercise of
currently exercisable warrants) beneficially
owned through Metromedia Company).
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 8,656,900. Includes 20,000 shares owned
WITH directly and 8,636,900 shares (including
1,432,260 shares issuable upon exercise of
currently exercisable warrants) beneficially
owned through Metromedia Company.
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,656,900. Includes 20,000 shares owned directly and 8,636,900
shares (including 1,432,260 shares issuable upon exercise of
currently exercisable warrants) beneficially owned through
Metromedia Company.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.3%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stuart Subotnick - S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Stuart Subotnick disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
8,636,900 (includes 1,432,260 shares issuable
upon exercise of currently exercisable
warrants) beneficially owned through
Metromedia Company
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 8,636,900 (includes 1,432,260 shares issuable
WITH upon exercise of currently exercisable
warrants) beneficially owned through
Metromedia Company
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,636,900 (includes 1,432,260 shares issuable upon exercise of
currently exercisable warrants) beneficially owned through
Metromedia Company
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.2%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
This Amendment No. 19 supplements the Schedule 13D
(the "Schedule 13D") filed on June 2, 1986 by John W. Kluge
and Metromedia, Inc., as amended by Amendment No. 1 thereto
filed on September 12, 1986, Amendment No. 2 thereto filed
on November 4, 1986, Amendment No. 3 thereto filed on
January 2, 1987, Amendment No. 4 thereto filed on April 7,
1987, Amendment No. 5 thereto filed on October 27, 1987,
Amendment No. 6 thereto filed on October 30, 1987, Amendment
No. 7 thereto filed on November 23, 1987, Amendment No. 8
thereto filed on December 15, 1987, Amendment No. 9 thereto
filed on January 20, 1988, Amendment No. 10 thereto filed on
January 22, 1988, Amendment No. 11 filed on February 1,
1988, Amendment No. 12 filed on February 10, 1988, Amendment
No. 13 filed on February 11, 1988, Amendment No. 14 filed on
February 12, 1988, Amendment No. 15 filed on February 19,
1988, Amendment No. 16 filed on March 1, 1988, Amendment
No. 17 filed on April 11, 1988, and Amendment No. 18 filed
on April 14, 1988 in the following respect only (capitalized
terms used herein shall have the meanings ascribed to such
terms in the Schedule 13D):
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding thereto the
following paragraph:
The aggregate cost of the 205,500 shares of Orion
Common Stock purchased by Company in the open market since
the transactions reflected on the most recent filing on
Schedule 13D will be paid out of working capital of Company.
Item 5. Interest in Securities of the Issuer.
Paragraph 5(a) is amended in full by substituting
therefor the following paragraphs:
Company, Mr. Kluge and Mr. Subotnick each own
(beneficially or otherwise) 8,636,900 shares of Orion Common
Stock, which figure includes 1,432,260 shares issuable upon
the exercise of Orion warrants. Such 8,636,900 shares
constitute approximately 46.2% of the outstanding shares of
Orion Common Stock (assuming exercise of all Orion warrants
held by Company).
Mr. Kluge owns directly an additional 20,000
shares of Orion Common Stock. The wife of Stuart Subotnick
also owns 15,000 shares of Orion Common Stock; Mr. Subotnick
disclaims beneficial ownership of such shares.
<PAGE>
Paragraph 5(b) is amended in full by substituting
therefor the following sentence:
Each of Company, Mr. Kluge and Mr. Subotnick has
sole power to vote and dispose of the 8,636,900 shares owned
directly by Company and Mr. Kluge has sole power to vote and
dispose of the 20,000 shares owned directly by him.
Paragraph 5(c) is amended by adding thereto the
following paragraphs:
Exhibit 19 sets forth a listing of the shares of
Orion Common Stock purchased by Metromedia since the trans-
actions reflected on the most recent filing on Schedule 13D
in open-market broker transactions on the Exchange, includ-
ing the number of shares purchased, the dates of the pur-
chases and the prices per share.
Exhibit 19 is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended by adding thereto the
following:
Exhibit 19 - Open-market Purchases of Orion
Common Stock
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information
set forth in this statement is true, complete and correct.
Dated: April 15, 1988
/s/ Stuart Subotnick
Stuart Subotnick
General Partner
Metromedia Company
/s/ John W. Kluge
John W. Kluge
/s/ Stuart Subotnick
Stuart Subotnick
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 18)
ORION PICTURES CORPORATION
(Name of Issuer)
Common Stock, $.25 Par Value
(Title of Class of Securities)
686285-10-7
(CUSIP Number)
ARNOLD L. WADLER
Senior Vice President, Secretary and
General Counsel, Metromedia Company
One Harmon Plaza, Secaucus, New Jersey 07094
Tel. No: (201) 348-3244
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
April 12, 1988
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ___.
Check the following box if a fee is being paid with the statement ___.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
The remainder of this cover page shall be filled out for a reporting
person's 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 page(s))
<PAGE>
SCHEDULE 13d
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Metromedia Company
(I.R.S. Identification No. 62-1293303)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Metromedia Company disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
8,431,400 (includes 1,432,260 shares issuable
upon exercise of currently exercisable
warrants)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 8,431,400 (includes 1,432,260 shares issuable
WITH upon exercise of currently exercisable
warrants)
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,431,400 (includes 1,432,260 shares issuable upon exercise of
currently exercisable warrants)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.1%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John W. Kluge - S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
John W. Kluge disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
8,451,400. Includes 20,000 shares owned
directly and 8,431,400 shares (including
1,432,260 shares issuable upon exercise of
currently exercisable warrants) beneficially
owned through Metromedia Company).
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 8,451,400. Includes 20,000 shares owned
WITH directly and 8,431,400 shares (including
1,432,260 shares issuable upon exercise of
currently exercisable warrants) beneficially
owned through Metromedia Company.
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,451,400. Includes 20,000 shares owned directly and 8,431,400
shares (including 1,432,260 shares issuable upon exercise of
currently exercisable warrants) beneficially owned through
Metromedia Company.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.2%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stuart Subotnick - S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Stuart Subotnick disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
8,431,400 (includes 1,432,260 shares issuable
upon exercise of currently exercisable
warrants) beneficially owned through
Metromedia Company
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 8,431,400 (includes 1,432,260 shares issuable
WITH upon exercise of currently exercisable
warrants) beneficially owned through
Metromedia Company
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,431,400 (includes 1,432,260 shares issuable upon exercise of
currently exercisable warrants) beneficially owned through
Metromedia Company
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.1%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
This Amendment No. 18 supplements the Schedule 13D
(the "Schedule 13D") filed on June 2, 1986 by John W. Kluge
and Metromedia, Inc., as amended by Amendment No. 1 thereto
filed on September 12, 1986, Amendment No. 2 thereto filed
on November 4, 1986, Amendment No. 3 thereto filed on
January 2, 1987, Amendment No. 4 thereto filed on April 7,
1987, Amendment No. 5 thereto filed on October 27, 1987,
Amendment No. 6 thereto filed on October 30, 1987, Amendment
No. 7 thereto filed on November 23, 1987, Amendment No. 8
thereto filed on December 15, 1987, Amendment No. 9 thereto
filed on January 20, 1988, Amendment No. 10 thereto filed on
January 22, 1988, Amendment No. 11 filed on February 1,
1988, Amendment No. 12 filed on February 10, 1988, Amendment
No. 13 filed on February 11, 1988, Amendment No. 14 filed on
February 12, 1988, Amendment No. 15 filed on February 19,
1988, Amendment No. 16 filed on March 1, 1988, and Amendment
No. 17 filed on April 11, 1988 in the following respect only
(capitalized terms used herein shall have the meanings
ascribed to such terms in the Schedule 13D):
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding thereto the
following paragraph:
The aggregate cost of the 191,500 shares of Orion
Common Stock purchased by Company in the open market since
the transactions reflected on the most recent filing on
Schedule 13D will be paid out of working capital of Company.
Item 5. Interest in Securities of the Issuer.
Paragraph 5(a) is amended in full by substituting
therefor the following paragraphs:
Company, Mr. Kluge and Mr. Subotnick each own
(beneficially or otherwise) 8,431,400 shares of Orion Common
Stock, which figure includes 1,432,260 shares issuable upon
the exercise of Orion warrants. Such 8,431,400 shares
constitute approximately 45.1% of the outstanding shares of
Orion Common Stock (assuming exercise of all Orion warrants
held by Company).
Mr. Kluge owns directly an additional 20,000
shares of Orion Common Stock. The wife of Stuart Subotnick
also owns 15,000 shares of Orion Common Stock; Mr. Subotnick
disclaims beneficial ownership of such shares.
<PAGE>
Paragraph 5(b) is amended in full by substituting
therefor the following sentence:
Each of Company, Mr. Kluge and Mr. Subotnick has
sole power to vote and dispose of the 8,431,400 shares owned
directly by Company and Mr. Kluge has sole power to vote and
dispose of the 20,000 shares owned directly by him.
Paragraph 5(c) is amended by adding thereto the
following paragraphs:
Exhibit 18 sets forth a listing of the shares of
Orion Common Stock purchased by Metromedia since the trans-
actions reflected on the most recent filing on Schedule 13D
in open-market broker transactions on the Exchange, includ-
ing the number of shares purchased, the dates of the pur-
chases and the prices per share.
Exhibit 18 is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended by adding thereto the
following:
Exhibit 18 - Open-market Purchases of Orion
Common Stock
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information
set forth in this statement is true, complete and correct.
Dated: April 13, 1988
/s/ Stuart Subotnick
Stuart Subotnick
General Partner
Metromedia Company
/s/ John W. Kluge
John W. Kluge
/s/ Stuart Subotnick
Stuart Subotnick
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 17)
ORION PICTURES CORPORATION
(Name of Issuer)
Common Stock, $.25 Par Value
(Title of Class of Securities)
686285-10-7
(CUSIP Number)
ARNOLD L. WADLER
Senior Vice President, Secretary and
General Counsel, Metromedia Company
One Harmon Plaza, Secaucus, New Jersey 07094
Tel. No: (201) 348-3244
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
April 8, 1988
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ___.
Check the following box if a fee is being paid with the statement ___.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
The remainder of this cover page shall be filled out for a reporting
person's 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 page(s))
<PAGE>
SCHEDULE 13d
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Metromedia Company
(I.R.S. Identification No. 62-1293303)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Metromedia Company disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK, WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
8,239,900 (includes 1,432,260 shares issuable
upon exercise of currently exercisable
warrants)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 8,239,900 (includes 1,432,260 shares issuable
WITH upon exercise of currently exercisable
warrants)
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,239,900 (includes 1,432,260 shares issuable upon exercise of
currently exercisable warrants)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.1%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John W. Kluge - S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
John W. Kluge disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
8,259,900. Includes 20,000 shares owned
directly and 8,239,900 shares (including
1,432,260 shares issuable upon exercise of
currently exercisable warrants) beneficially
owned through Metromedia Company).
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 8,259,900. Includes 20,000 shares owned
WITH directly and 8,239,900 shares (including
1,432,260 shares issuable upon exercise of
currently exercisable warrants) beneficially
owned through Metromedia Company.
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,259,900. Includes 20,000 shares owned directly and 8,239,900
shares (including 1,432,260 shares issuable upon exercise of
currently exercisable warrants) beneficially owned through
Metromedia Company.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.2%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stuart Subotnick - S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Stuart Subotnick disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
8,239,900 (includes 1,432,260 shares issuable
upon exercise of currently exercisable
warrants) beneficially owned through
Metromedia Company
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 8,239,900 (includes 1,432,260 shares issuable
WITH upon exercise of currently exercisable
warrants) beneficially owned through
Metromedia Company
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,239,900 (includes 1,432,260 shares issuable upon exercise of
currently exercisable warrants) beneficially owned through
Metromedia Company
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.1%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
This Amendment No. 17 supplements the Schedule 13D
(the "Schedule 13D") filed on June 2, 1986 by John W. Kluge
and Metromedia, Inc., as amended by Amendment No. 1 thereto
filed on September 12, 1986, Amendment No. 2 thereto filed
on November 4, 1986, Amendment No. 3 thereto filed on
January 2, 1987, Amendment No. 4 thereto filed on April 7,
1987, Amendment No. 5 thereto filed on October 27, 1987,
Amendment No. 6 thereto filed on October 30, 1987, Amendment
No. 7 thereto filed on November 23, 1987, Amendment No. 8
thereto filed on December 15, 1987, Amendment No. 9 thereto
filed on January 20, 1988, Amendment No. 10 thereto filed on
January 22, 1988, Amendment No. 11 filed on February 1,
1988, Amendment No. 12 filed on February 10, 1988, Amendment
No. 13 filed on February 11, 1988, Amendment No. 14 filed on
February 12, 1988, Amendment No. 15 filed on February 19,
1988 and Amendment No. 16 filed on March 1, 1988 in the
following respect only (capitalized terms used herein shall
have the meanings ascribed to such terms in the Sched-
ule 13D):
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding thereto the
following paragraph:
The aggregate cost of the 134,300 shares of Orion
Common Stock purchased by Company in the open market on
March 1, 1988 was borrowed by Company from Manufacturers
Hanover Trust Company pursuant to a loan made in the ordi-
nary course of business by that bank under Company's exist-
ing credit facility with such bank. The credit facility is
utilized for working capital purposes. The aggregate cost
of the 712,700 shares of Orion Common Stock purchased by
Company in the open market on the date hereof will be paid
out of working capital of Company.
Item 5. Interest in Securities of the Issuer.
Paragraph 5(a) is amended in full by substituting
therefor the following paragraphs:
Company, Mr. Kluge and Mr. Subotnick each own
(beneficially or otherwise) 8,239,900 shares of Orion Common
Stock, which figure includes 1,432,260 shares issuable upon the
<PAGE>
exercise of Orion warrants. Such 8,239,900 shares
constitute approximately 44.1% of the outstanding shares of
Orion Common Stock (assuming exercise of all Orion warrants
held by Company).
Mr. Kluge owns directly an additional 20,000
shares of Orion Common Stock. The wife of Stuart Subotnick
also owns 15,000 shares of Orion Common Stock; Mr. Subotnick
disclaims beneficial ownership of such shares.
Paragraph 5(b) is amended in full by substituting
therefor the following sentence:
Each of Company, Mr. Kluge and Mr. Subotnick has
sole power to vote and dispose of the 8,239,900 shares owned
directly by Company and Mr. Kluge has sole power to vote and
dispose of the 20,000 shares owned directly by him.
Paragraph 5(c) is amended by adding thereto the
following paragraphs:
Exhibit 17 sets forth a listing of the shares of
Orion Common Stock purchased by Metromedia since the trans-
actions reflected on the most recent filing on Schedule 13D
in open-market broker transactions on the Exchange, includ-
ing the number of shares purchased, the dates of the pur-
chases and the prices per share.
Exhibit 17 is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended by adding thereto the
following:
Exhibit 17 - Open-market Purchases of Orion
Common Stock
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information
set forth in this statement is true, complete and correct.
Dated: April 8, 1988
/s/ Stuart Subotnick
Stuart Subotnick
General Partner
Metromedia Company
/s/ John W. Kluge
John W. Kluge
/s/ Stuart Subotnick
Stuart Subotnick
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 16)
ORION PICTURES CORPORATION
(Name of Issuer)
Common Stock, $.25 Par Value
(Title of Class of Securities)
686285-10-7
(CUSIP Number)
ARNOLD L. WADLER
Senior Vice President, Secretary and
General Counsel, Metromedia Company
One Harmon Plaza, Secaucus, New Jersey 07094
Tel. No: (201) 348-3244
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
February 29, 1988
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ___.
Check the following box if a fee is being paid with the statement ___.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
The remainder of this cover page shall be filled out for a reporting
person's 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 page(s))
<PAGE>
SCHEDULE 13d
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Metromedia Company
(I.R.S. Identification No. 62-1293303)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Metromedia Company disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
7,392,900 (includes 1,432,260 shares issuable
upon exercise of currently exercisable
warrants)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 7,392,900 (includes 1,432,260 shares issuable
WITH upon exercise of currently exercisable
warrants)
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,392,900 (includes 1,432,260 shares issuable upon exercise of
currently exercisable warrants)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.5%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John W. Kluge - S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
John W. Kluge disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
7,412,900. Includes 20,000 shares owned
directly and 7,392,900 shares (including
1,432,260 shares issuable upon exercise of
currently exercisable warrants) beneficially
owned through Metromedia Company).
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 7,412,900. Includes 20,000 shares owned
WITH directly and 7,392,900 shares (including
1,432,260 shares issuable upon exercise of
currently exercisable warrants) beneficially
owned through Metromedia Company.
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,412,900. Includes 20,000 shares owned directly and 7,392,900
shares (including 1,432,260 shares issuable upon exercise of
currently exercisable warrants) beneficially owned through
Metromedia Company.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.6%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stuart Subotnick - S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Stuart Subotnick disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
7,392,900 (includes 1,432,260 shares issuable
upon exercise of currently exercisable
warrants) beneficially owned through
Metromedia Company
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 7,392,900 (includes 1,432,260 shares issuable
WITH upon exercise of currently exercisable
warrants) beneficially owned through
Metromedia Company
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,392,900 (includes 1,432,260 shares issuable upon exercise of
currently exercisable warrants) beneficially owned through
Metromedia Company
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.5%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
This Amendment No. 16 supplements the Schedule 13D
(the "Schedule 13D") filed on June 2, 1986 by John W. Kluge
and Metromedia, Inc., as amended by Amendment No. 1 thereto
filed on September 12, 1986, Amendment No. 2 thereto filed
on November 4, 1986, Amendment No. 3 thereto filed on
January 2, 1987, Amendment No. 4 thereto filed an April 7,
1987, Amendment No. 5 thereto filed on October 27, 1987,
Amendment No. 6 thereto filed on October 30, 1987, Amendment
No. 7 thereto filed on November 23, 1987, Amendment No. 8
thereto filed on December 15, 1987, Amendment No. 9 thereto
filed on January 20, 1988, Amendment No. 10 thereto filed on
January 22, 1988, Amendment No. 11 filed on February 1,
1988, Amendment No. 12 filed an February 10, 1988, Amendment
No. 13 filed on February 11, 1988, Amendment No. 14 filed on
February 12, 1988 and Amendment No. 15 filed on February 19,
1988 in the following respect only (capitalized terms used
herein shall have the meanings ascribed to such terms in the
Schedule 13D):
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding thereto the
following paragraph:
The aggregate cost of the 1,557,400 shares of
Orion Common Stock and warrants to purchase 90,000 shares of
Orion Common Stock purchased by Company in the open market
since the transactions reflected on the most recent filing
on Schedule 13D was borrowed by Company from Manufacturers
Hanover Trust Company pursuant to a loan made in the ordi-
nary course of business by that bank under Company's exist-
ing credit facility with such bank. The credit facility is
utilized for working capital purposes.
Item 4. Purpose of Transaction.
Item 4 is hereby amended by adding to the last
paragraph thereof the following sentence:
Early termination of the H-S-R Act waiting period
was granted on February 25, 1988.
Item 5. Interest in Securities of the Issuer.
Paragraph 5(a) is amended in full by substituting
therefor the following paragraphs:
Company, Mr. Kluge and Mr. Subotnick each own
(beneficially or otherwise) 7,392,900 shares of Orion Common
Stock, which figure includes 1,432,260 shares issuable upon the
<PAGE>
exercise of Orion warrants. Such 1,392,900 shares
constitute approximately 39.5% of the outstanding shares of
Orion Common Stock (assuming exercise of all Orion warrants
held by Company).
Mr. Kluge owns directly an additional 20,000
shares of Orion Common Stock. The wife of Stuart Subotnick
also owns 15,000 shares of Orion Common Stock; Mr. Subotnick
disclaims beneficial ownership of such shares.
Paragraph 5(b) is amended in full by substituting
therefor the following sentence:
Each of Company, Mr. Kluge and Mr. Subotnick has
sole power to vote and dispose of the 7,392,900 shares owned
directly by Company and Mr. Kluge has sole power to vote and
dispose of the 20,000 shares owned directly by him.
Paragraph 5(c) is amended by adding thereto the
following paragraphs:
Exhibit 16 sets forth a listing of the shares of
Orion Common Stock purchased by Metromedia since the trans-
actions reflected on the most recent filing on Schedule 13D
in open-market broker transactions on the Exchange, includ-
ing the number of shares purchased, the dates of the pur-
chases and the prices per share. Exhibit 16 also sets forth
a listing of warrants to purchase shares of Orion Common
Stock purchased by Metromedia since the transactions
reflected on the most recent filing on Schedule 13D in open-
market broker transactions on the over-the-counter market.
The Warrants are currently exercisable and entitle the
holder to purchase Orion Common Stock at an exercise price
of $20.50 per share.
Exhibit 16 is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended by adding thereto the
following:
Exhibit 16 - Open-market Purchases of Orion
Common Stock and Warrants to
Purchase Orion Common Stock
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information
set forth in this statement is true, complete and correct.
Dated: February 29, 1988
/s/ Stuart Subotnick
Stuart Subotnick
General Partner
Metromedia Company
/s/ John W. Kluge
John W. Kluge
/s/ Stuart Subotnick
Stuart Subotnick
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 15)
ORION PICTURES CORPORATION
(Name of Issuer)
Common Stock, $.25 Par Value
(Title of Class of Securities)
686285-10-7
(CUSIP Number)
ARNOLD L. WADLER
Senior Vice President, Secretary and
General Counsel, Metromedia Company
One Harmon Plaza, Secaucus, New Jersey 07094
Tel. No: (201) 348-3244
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
February 17, 1988
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ___.
Check the following box if a fee is being paid with the statement ___.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
The remainder of this cover page shall be filled out for a reporting
person's 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 page(s))
<PAGE>
SCHEDULE 13d
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Metromedia Company
(I.R.S. Identification No. 62-1293303)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Metromedia Company disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
5,745,500 (includes 1,342,260 shares issuable
upon exercise of currently exercisable
warrants)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 5,745,500 (includes 1,342,260 shares issuable
WITH upon exercise of currently exercisable
warrants)
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,745,500 (includes 1,342,260 shares issuable upon exercise of
currently exercisable warrants)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.0%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John W. Kluge - S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
John W. Kluge disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
5,765,500. Includes 20,000 shares owned
directly and 5,745,500 shares (including
1,342,260 shares issuable upon exercise of
currently exercisable warrants) beneficially
owned through Metromedia Company).
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 5,765,500. Includes 20,000 shares owned
WITH directly and 5,745,500 shares (including
1,342,260 shares issuable upon exercise of
currently exercisable warrants) beneficially
owned through Metromedia Company.
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,765,500. Includes 20,000 shares owned directly and 5,745,500
shares (including 1,342,260 shares issuable upon exercise of
currently exercisable warrants) beneficially owned through
Metromedia Company.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.0%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stuart Subotnick - S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Stuart Subotnick disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
5,745,500 (includes 1,342,260 shares issuable
upon exercise of currently exercisable
warrants) beneficially owned through
Metromedia Company
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 5,745,500 (includes 1,342,260 shares issuable
WITH upon exercise of currently exercisable
warrants) beneficially owned through
Metromedia Company
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,745,500 (includes 1,342,260 shares issuable upon exercise of
currently exercisable warrants) beneficially owned through
Metromedia Company
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.9%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
This Amendment No. 15 supplements the Schedule 13D
(the "Schedule 13D") filed on June 2, 1986 by John W. Kluge
and Metromedia, Inc., as amended by Amendment No. 1 thereto
filed on September 12, 1986, Amendment No. 2 thereto filed
on November 4, 1986, Amendment No. 3 thereto filed on
January 2, 1987, Amendment No. 4 thereto filed on April 7,
1987, Amendment No. 5 thereto filed on October 27, 1987,
Amendment No. 6 thereto filed on October 30, 1987, Amendment
No. 7 thereto filed on November 23, 1987, Amendment No. 8
thereto filed on December 15, 1987, Amendment No. 9 thereto
filed on January 20, 1988, Amendment No. 10 thereto filed on
January 22, 1988, Amendment No. 11 filed on February 1,
1988, Amendment No. 12 filed on February 10, 1988, Amendment
No. 13 filed on February 11, 1988 and Amendment No. 14 filed
on February 12, 1988 in the following respect only (capi-
talized terms used herein shall have the meanings ascribed
to such terms in the Schedule 13D):
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding thereto the
following paragraph:
The aggregate cost of the 485,700 shares of Orion
Common Stock purchased by Company in the open market since
the transactions reflected on the most recent filing on
Schedule 13D was borrowed by Company from Manufacturers
Hanover Trust Company pursuant to a loan made in the ordi-
nary course of business by that bank under Company's exist-
ing credit facility with such bank. The credit facility is
utilized for working capital purposes.
Item 4. Purpose of Transaction.
Item 4 is hereby amended by adding thereto the
following paragraph:
On February 19, 1988, Metromedia is filing with
the Federal Trade Commission and the Department of Justice a
Notification and Report Form pursuant to the H-S-R Act in
which Metromedia indicates that it is filing for the 25%
notification threshold; that, subject to the expiration of
the H-S-R Act waiting period, Metromedia has a good faith
intention to exceed the 25% ownership threshold (as calcu-
lated pursuant to the H-S-R Act) and that such a filing
would permit Metromedia to acquire up to (but not including)
50% of Orion's outstanding voting securities (as calculated
pursuant to the H-S-R Act). Metromedia's intention to make
additional purchases of Orion Common Stock either in the
open market or in private transactions will depend upon
Metromedia's evaluation of Orion's business, prospects and
financial condition, the market for the Common Stock, other
opportunities available to Metromedia, general economic
conditions, money and stock market conditions and other
future developments.
<PAGE>
Item 5. Interest in Securities of the Issuer.
Paragraph 5(a) is amended in full by substituting
therefor the following paragraphs:
Company, Mr. Kluge and Mr. Subotnick each own
(beneficially or otherwise) 5,745,500 shares of Orion Common
Stock, which figure includes 1,342,260 shares issuable upon
the exercise of Orion warrants. Such 5,745,500 shares
constitute approximately 30.9% of the outstanding shares of
Orion Common Stock (assuming exercise of all Orion warrants
held by Company).
Mr. Kluge owns directly an additional 20,000
shares of Orion Common Stock. The wife of Stuart Subotnick
also owns 15,000 shares of Orion Common Stock; Mr. Subotnick
disclaims beneficial ownership of such shares.
Paragraph 5(b) is amended in full by substituting
therefor the following sentence:
Each of Company, Mr. Kluge and Mr. Subotnick has
sole power to vote and dispose of the 5,745,500 shares owned
directly by Company and Mr. Kluge has sole power to vote and
dispose of the 20,000 shares owned directly by him.
Paragraph 5(c) is amended by adding thereto the
following paragraphs:
Exhibit 15 sets forth a listing of the shares of
Orion Common Stock purchased by Metromedia since the trans-
actions reflected on the most recent filing on Schedule 13D
in open-market broker transactions on the Exchange, includ-
ing the number of shares purchased, the dates of the pur-
chases and the prices per share.
Exhibit 15 is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended by adding thereto the
following:
Exhibit 15 - Open-market Purchases of Orion
Common Stock
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information
set forth in this statement is true, complete and correct.
Dated: February 18, 1988
/s/ Stuart Subotnick
Stuart Subotnick
General Partner
Metromedia Company
/s/ John W. Kluge
John W. Kluge
/s/ Stuart Subotnick
Stuart Subotnick
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)
ORION PICTURES CORPORATION
(Name of Issuer)
Common Stock, $.25 Par Value
(Title of Class of Securities)
686285-10-7
(CUSIP Number)
ARNOLD L. WADLER
Senior Vice President, Secretary and
General Counsel, Metromedia Company
One Harmon Plaza, Secaucus, New Jersey 07094
Tel. No: (201) 348-3244
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
February 10, 1988
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ___.
Check the following box if a fee is being paid with the statement ___.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
The remainder of this cover page shall be filled out for a reporting
person's 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 page(s))
<PAGE>
SCHEDULE 13d
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Metromedia Company
(I.R.S. Identification No. 62-1293303)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Metromedia Company disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
5,259,800 (includes 1,342,260 shares issuable
upon exercise of currently exercisable
warrants)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 5,259,800 (includes 1,342,260 shares issuable
WITH upon exercise of currently exercisable
warrants)
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,259,800 (includes 1,342,260 shares issuable upon exercise of
currently exercisable warrants)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.3%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John W. Kluge - S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
John W. Kluge disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
5,279,800. Includes 20,000 shares owned
directly and 5,259,800 shares (including
1,342,260 shares issuable upon exercise of
currently exercisable warrants) beneficially
owned through Metromedia Company).
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 5,279,800. Includes 20,000 shares owned
WITH directly and 5,259,800 shares (including
1,342,260 shares issuable upon exercise of
currently exercisable warrants) beneficially
owned through Metromedia Company.
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,279,800. Includes 20,000 shares owned directly and 5,259,800
shares (including 1,342,260 shares issuable upon exercise of
currently exercisable warrants) beneficially owned through
Metromedia Company.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.4%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stuart Subotnick - S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Stuart Subotnick disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
5,259,800 (includes 1,342,260 shares issuable
upon exercise of currently exercisable
warrants) beneficially owned through
Metromedia Company
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 5,259,800 (includes 1,342,260 shares issuable
WITH upon exercise of currently exercisable
warrants) beneficially owned through
Metromedia Company
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,259,800 (includes 1,342,260 shares issuable upon exercise of
currently exercisable warrants) beneficially owned through
Metromedia Company
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.3%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
This Amendment No. 14 supplements the Schedule 13D
(the "Schedule 13D") filed on June 2, 1986 by John W. Kluge
and Metromedia, Inc., as amended by Amendment No. 1 thereto
filed on September 12, 1986, Amendment No. 2 thereto filed
on November 4, 1986, Amendment No. 3 thereto filed on
January 2, 1987, Amendment No. 4 thereto filed on April 7,
1987, Amendment No. 5 thereto filed on October 27, 1987,
Amendment No. 6 thereto filed on October 30, 1987, Amendment
No. 7 thereto filed on November 23, 1987, Amendment No. 8
thereto filed on December 15, 1987, Amendment No. 9 thereto
filed on January 20, 1988, Amendment No. 10 thereto filed on
January 22, 1988, Amendment No. 11 filed on February 1,
1988, Amendment No. 12 filed on February 10, 1988 and
Amendment No. 13 filed on February 11, 1988 in the following
respect only (capitalized terms used herein shall have the
meanings ascribed to such terms in the Schedule 13D):
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding thereto the
following paragraph:
The aggregate cost of the 291,100 shares of Orion
Common Stock purchased by Company in the open market since
the transactions reflected on the most recent filing on
Schedule 13D was borrowed by Company from Manufacturers
Hanover Trust Company pursuant to a loan made in the ordi-
nary course of business by that bank under Company's exist-
ing credit facility with such bank. The credit facility is
utilized for working capital purposes.
Item 5. Interest in Securities of the Issuer.
Paragraph 5(a) is amended in full by substituting
therefor the following paragraphs:
Company, Mr. Kluge and Mr. Subotnick each own
(beneficially or otherwise) 5,259,800 shares of Orion Common
Stock, which figure includes 1,342,260 shares issuable upon
the exercise of Orion warrants. Such 5,259,800 shares
constitute approximately 28.3% of the outstanding shares of
Orion Common Stock (assuming exercise of all Orion warrants
held by Company).
Mr. Kluge owns directly an additional 20,000
shares of Orion Common Stock. The wife of Stuart Subotnick
also owns 15,000 shares of Orion Common Stock; Mr. Subotnick
disclaims beneficial ownership of such shares.
<PAGE>
Paragraph 5(b) is amended in full by substituting
therefor the following sentence:
Each of Company, Mr. Kluge and Mr. Subotnick has
sole power to vote and dispose of the 5,259,800 shares owned
directly by Company and Mr. Kluge has sole power to vote and
dispose of the 20,000 shares owned directly by him.
Paragraph 5(c) is amended by adding thereto the
following paragraphs:
Exhibit 14 sets forth a listing of the shares of
Orion Common Stock purchased by Metromedia since the trans-
actions reflected on the most recent filing on Schedule 13D
in open-market broker transactions on the Exchange,
including the number of shares purchased, the dates of the
purchases and the prices per share.
Exhibit 14 is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended by adding thereto the
following:
Exhibit 14 - Open-market Purchases of Orion
Common Stock
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information
set forth in this statement is true, complete and correct.
Dated: February 11, 1988
/s/ Stuart Subotnick
Stuart Subotnick
General Partner
Metromedia Company
/s/ John W. Kluge
John W. Kluge
/s/ Stuart Subotnick
Stuart Subotnick
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)
ORION PICTURES CORPORATION
(Name of Issuer)
Common Stock, $.25 Par Value
(Title of Class of Securities)
686285-10-7
(CUSIP Number)
ARNOLD L. WADLER
Senior Vice President, Secretary and
General Counsel, Metromedia Company
One Harmon Plaza, Secaucus, New Jersey 07094
Tel. No: (201) 348-3244
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
February 9, 1988
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ___.
Check the following box if a fee is being paid with the statement ___.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
The remainder of this cover page shall be filled out for a reporting
person's 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 page(s))
<PAGE>
SCHEDULE 13d
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Metromedia Company
(I.R.S. Identification No. 62-1293303)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Metromedia Company disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
4,968,700 (includes 1,342,260 shares issuable
upon exercise of currently exercisable
warrants)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 4,968,700 (includes 1,342,260 shares issuable
WITH upon exercise of currently exercisable
warrants)
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,968,700 (includes 1,342,260 shares issuable upon exercise of
currently exercisable warrants)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.7%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John W. Kluge - S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
John W. Kluge disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
4,988,700. Includes 20,000 shares owned
directly and 4,968,700 shares (including
1,342,260 shares issuable upon exercise of
currently exercisable warrants) beneficially
owned through Metromedia Company).
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 4,988,700. Includes 20,000 shares owned
WITH directly and 4,968,700 shares (including
1,342,260 shares issuable upon exercise of
currently exercisable warrants) beneficially
owned through Metromedia Company.
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,988,700. Includes 20,000 shares owned directly and 4,968,700
shares (including 1,342,260 shares issuable upon exercise of
currently exercisable warrants) beneficially owned through
Metromedia Company.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.8%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stuart Subotnick - S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Stuart Subotnick disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
4,968,700 (includes 1,342,260 shares issuable
upon exercise of currently exercisable
warrants) beneficially owned through
Metromedia Company
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 4,968,700 (includes 1,342,260 shares issuable
WITH upon exercise of currently exercisable
warrants) beneficially owned through
Metromedia Company
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,968,700 (includes 1,342,260 shares issuable upon exercise of
currently exercisable warrants) beneficially owned through
Metromedia Company
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.7%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
This Amendment No. 13 supplements the Schedule 13D
(the "Schedule 13D") filed on June 2, 1986 by John W. Kluge
and Metromedia, Inc., as amended by Amendment No. 1 thereto
filed on September 12, 1986, Amendment No. 2 thereto filed
on November 4, 1986, Amendment No. 3 thereto filed on
January 2, 1987, Amendment No. 4 thereto filed on April 7,
1987, Amendment No. 5 thereto filed on October 27, 1987,
Amendment No. 6 thereto filed on October 30, 1987, Amendment
No. 7 thereto filed on November 23, 1987, Amendment No. 8
thereto filed on December 15, 1987, Amendment No. 9 thereto
filed on January 20, 1988, Amendment No. 10 thereto filed on
January 22, 1988, Amendment No. 11 filed on February 1,
1988 and Amendment No. 12 filed on February 10, 1988 in the
following respect only (capitalized terms used herein shall
have the meanings ascribed to such terms in the Sched-
ule 13D):
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding thereto the
following paragraph:
The aggregate cost of the 221,400 shares of Orion
Common Stock and a warrant to purchase 10,000 shares of
Orion Common Stock purchased by Company in the open market
since the transactions reflected on the most recent filing
on Schedule 13D was borrowed by Company from Manufacturers
Hanover Trust Company pursuant to a loan made in the ordi-
nary course of business by that bank under Company's exist-
ing credit facility with such bank. The credit facility is
utilized for working capital purposes.
Item 5. Interest in Securities of the Issuer.
Paragraph 5(a) is amended in full by substituting
there for the following paragraphs:
Company, Mr. Kluge and Mr. Subotnick each own
(beneficially or otherwise) 4,968,700 shares of Orion Common
Stock, which figure includes 1,342,260 shares issuable upon
the exercise of Orion warrants. Such 4,968,700 shares
constitute approximately 26.7% of the outstanding shares of
Orion Common Stock (assuming exercise of all Orion warrants
held by Company).
Mr. Kluge owns directly an additional 20,000
shares of Orion Common Stock. The wife of Stuart Subotnick
also owns 15,000 shares of Orion Common Stock; Mr. Subotnick
disclaims beneficial ownership of such shares.
<PAGE>
Paragraph 5(b) is amended in full by substituting
therefor the following sentence:
Each of Company, Mr. Kluge and Mr. Subotnick has
sole power to vote and dispose of the 4,968,700 shares owned
directly by Company and Mr. Kluge has sole power to vote and
dispose of the 20,000 shares owned directly by him.
Paragraph 5(c) is amended by adding thereto the
following paragraphs:
Exhibit 13 sets forth a listing of the shares of
Orion Common Stock purchased by Metromedia since the trans-
actions reflected on the most recent filing on Schedule 13D
in open-market broker transactions on the Exchange, includ-
ing the number of shares purchased, the dates of the pur-
chases and the prices per share. On February 9, 1988,
Company also purchased for a purchase price of $21,025, a
Warrant to Purchase 10,000 shares of Orion Common Stock.
The purchase was effected in an open-market broker trans-
action on the over-the-counter market. The warrant is
currently exercisable and entitles the holder to purchase up
to 10,000 shares of Orion Common Stock at an exercise price
of $20.50 per share.
Exhibit 13 is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended by adding there to the
following:
Exhibit 13 - Open-market Purchases of Orion
Common Stock
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information
set forth in this statement is true, complete and correct.
Dated: February 10, 1988
/s/ Stuart Subotnick
Stuart Subotnick
General Partner
Metromedia Company
/s/ John W. Kluge
John W. Kluge
/s/ Stuart Subotnick
Stuart Subotnick
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)
ORION PICTURES CORPORATION
(Name of Issuer)
Common Stock, $.25 Par Value
(Title of Class of Securities)
686285-10-7
(CUSIP Number)
ARNOLD L. WADLER
Senior Vice President, Secretary and
General Counsel, Metromedia Company
One Harmon Plaza, Secaucus, New Jersey 07094
Tel. No: (201) 348-3244
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
February 8, 1988
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ___.
Check the following box if a fee is being paid with the statement ___.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
The remainder of this cover page shall be filled out for a reporting
person's 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 page(s))
<PAGE>
SCHEDULE 13d
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Metromedia Company
(I.R.S. Identification No. 62-1293303)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Metromedia Company disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
4,737,300 (includes 1,332,260 shares issuable
upon exercise of currently exercisable
warrants)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 4,737,300 (includes 1,332,260 shares issuable
WITH upon exercise of currently exercisable
warrants)
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,737,300 (includes 1,332,260 shares issuable upon exercise of
currently exercisable warrants)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.5%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John W. Kluge - S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
John W. Kluge disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
4,757,300. Includes 20,000 shares owned
directly and 4,737,300 shares (including
1,332,260 shares issuable upon exercise of
currently exercisable warrants) beneficially
owned through Metromedia Company).
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 4,757,300. Includes 20,000 shares owned
WITH directly and 4,737,300 shares (including
1,332,260 shares issuable upon exercise of
currently exercisable warrants) beneficially
owned through Metromedia Company.
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,757,300. Includes 20,000 shares owned directly and 4,737,300
shares (including 1,332,260 shares issuable upon exercise of
currently exercisable warrants) beneficially owned through
Metromedia Company.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.6%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stuart Subotnick - S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Stuart Subotnick disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
4,737,300 (includes 1,332,260 shares issuable
upon exercise of currently exercisable
warrants) beneficially owned through
Metromedia Company
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 4,737,300 (includes 1,332,260 shares issuable
WITH upon exercise of currently exercisable
warrants) beneficially owned through
Metromedia Company
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,737,300 (includes 1,332,260 shares issuable upon exercise of
currently exercisable warrants) beneficially owned through
Metromedia Company
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.5%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
This Amendment No. 12 supplements the Schedule 13D
(the "Schedule 13D") filed on June 2, 1986 by John W. Kluge
and Metromedia, Inc., as amended by Amendment No. 1 thereto
filed on September 12, 1986, Amendment No. 2 thereto filed
on November 4, 1986, Amendment No. 3 thereto filed on
January 2, 1987, Amendment No. 4 thereto filed on April 7,
1987, Amendment No. 5 thereto filed on October 27, 1987,
Amendment No. 6 thereto filed on October 30, 1987, Amendment
No. 7 thereto filed on November 23, 1987, Amendment No. 8
thereto filed on December 15, 1987, Amendment No. 9 thereto
filed on January 20, 1988, Amendment No. 10 thereto filed on
January 22, 1988, and Amendment No. 11 filed on February 1,
1988 in the following respect only (capitalized terms used
herein shall have the meanings ascribed to such terms in the
Schedule 13D):
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding thereto the
following paragraph:
The aggregate cost of the 283,100 shares of Orion
Common Stock purchased by Company in the open market since
the transactions reflected on the most recent filing on
Schedule 13D was borrowed by Company from Manufacturers
Hanover Trust Company pursuant to a loan made in the ordi-
nary course of business by that bank under Company's exist-
ing credit facility with such bank. The credit facility is
utilized for working capital purposes.
Item 5. Interest in Securities of the Issuer.
Paragraph 5(a) is amended in full by substituting
therefor the following paragraphs:
Company, Mr. Kluge and Mr. Subotnick each own
(beneficially or otherwise) 4,737,300 shares of Orion Common
Stock, which figure includes 1,332,260 shares issuable upon
the exercise of the Orion Warrants. Such 4,737,300 shares
constitute approximately 25.5% of the outstanding shares of
Orion Common Stock (assuming exercise of all Orion Warrants
held by Company).
Mr. Kluge owns directly an additional 20,000
shares of Orion Common Stock. The wife of Stuart Subotnick
also owns 15,000 shares of Orion Common Stock; Mr. Subotnick
disclaims beneficial ownership of such shares.
Paragraph 5(b) is amended in full by substituting
therefor the following sentence:
Each of Company, Mr. Kluge and Mr. Subotnick has
sole power to vote and dispose of the 4,737,300 shares owned
directly by Company and Mr. Kluge has sole power to vote and
dispose of the 20,000 shares owned directly by him.
<PAGE>
Paragraph 5(c) is amended by adding thereto the
following paragraphs:
Exhibit 12 sets forth a listing of the shares of
Orion Common Stock purchased by Metromedia since the trans-
actions reflected on the most recent filing on Schedule 13D
in open-market broker transactions on the Exchange, includ-
ing the number of shares purchased, the dates of the pur-
chases and the prices per share.
Exhibit 12 is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended by adding there to the
following:
Exhibit 12 - Open-market Purchases of Orion
Common Stock
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information
set forth in this statement is true, complete and correct.
Dated: February 9, 1988
/s/ Stuart Subotnick
Stuart Subotnick
General Partner
Metromedia Company
/s/ John W. Kluge
John W. Kluge
/s/ Stuart Subotnick
Stuart Subotnick
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
ORION PICTURES CORPORATION
(Name of Issuer)
Common Stock, $.25 Par Value
(Title of Class of Securities)
686285-10-7
(CUSIP Number)
ARNOLD L. WADLER
Senior Vice President, Secretary and
General Counsel, Metromedia Company
One Harmon Plaza, Secaucus, New Jersey 07094
Tel. No: (201) 348-3244
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
January 28, 1988
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ___.
Check the following box if a fee is being paid with the statement ___.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
The remainder of this cover page shall be filled out for a reporting
person's 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 page(s))
<PAGE>
SCHEDULE 13d
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Metromedia Company
(I.R.S. Identification No. 62-1293303)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Metromedia Company disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
4,454,200 (includes 1,332,260 shares issuable
upon exercise of currently exercisable
warrants)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 4,454,200 (includes 1,332,260 shares issuable
WITH upon exercise of currently exercisable
warrants)
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,454,200 (includes 1,332,260 shares issuable upon exercise of
currently exercisable warrants)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.0%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John W. Kluge - S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
John W. Kluge disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
4,474,200. Includes 20,000 shares owned
directly and 4,454,200 shares (including
1,332,260 shares issuable upon exercise of
currently exercisable warrants) beneficially
owned through Metromedia Company).
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 4,474,200. Includes 20,000 shares owned
WITH directly and 4,454,200 shares (including
1,332,260 shares issuable upon exercise of
currently exercisable warrants) beneficially
owned through Metromedia Company.
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,474,200. Includes 20,000 shares owned directly and 4,454,200
shares (including 1,332,260 shares issuable upon exercise of
currently exercisable warrants) beneficially owned through
Metromedia Company.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.1%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stuart Subotnick - S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Stuart Subotnick disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
4,454,200 (includes 1,332,260 shares issuable
upon exercise of currently exercisable
warrants) beneficially owned through
Metromedia Company
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 4,454,200 (includes 1,332,260 shares issuable
WITH upon exercise of currently exercisable
warrants) beneficially owned through
Metromedia Company
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,454,200 (includes 1,332,260 shares issuable upon exercise of
currently exercisable warrants) beneficially owned through
Metromedia Company
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.0%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
This Amendment No. 11 supplements the Schedule 13D
(the "Schedule 13D") filed on June 2, 1986 by John W. Kluge
and Metromedia, Inc., as amended by Amendment No. 1 thereto
filed on September 12, 1986, Amendment No. 2 thereto filed
on November 4, 1986, Amendment No. 3 thereto filed on
January 2, 1987, Amendment No. 4 thereto filed on April 7,
1987, Amendment No. 5 thereto filed on October 27, 1987,
Amendment No. 6 thereto filed on October 30, 1987, Amendment
No. 7 thereto filed on November 23, 1987, Amendment No. 8
thereto filed on December 15, 1987, Amendment No. 9 thereto
filed on January 20, 1988, and Amendment No. 10 thereto
filed on January 22, 1988 in the following respect only
(capitalized terms used herein shall have the meanings
ascribed to such terms in the Schedule 13D):
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding thereto the
following paragraph:
The aggregate cost of the 203,300 shares of Orion
Common Stock purchased by Company in the open market since
the transactions reflected on the most recent filing on
Schedule 13D was borrowed by Company from Manufacturers
Hanover Trust Company pursuant to a loan made in the ordi-
nary course of business by that bank under Company's exist-
ing credit facility with such bank. The credit facility is
utilized for working capital purposes.
Item 5. Interest in Securities of the Issuer.
Paragraph 5(a) is amended in full by substituting
therefor the following paragraphs:
Company, Mr. Kluge and Mr. Subotnick each own
(beneficially or otherwise) 4,454,200 shares of Orion Common
Stock, which figure includes 1,332,260 shares issuable upon
the exercise of the Orion Warrants. Such 4,454,200 shares
constitute approximately 24.0% of the outstanding shares of
Orion Common Stock (assuming exercise of all Orion Warrants
held by Company).
Mr. Kluge owns directly an additional 20,000
shares of Orion Common Stock. The wife of Stuart Subotnick
also owns 15,000 shares of Orion Common Stock; Mr. Subotnick
disclaims beneficial ownership of such shares.
Paragraph 5(b) is amended in full by substituting
therefor the following sentence:
Each of Company, Mr. Kluge and Mr. Subotnick has
sole power to vote and dispose of the 4,454,200 shares owned
directly by Company and Mr. Kluge has sole power to vote and
dispose of the 20,000 shares owned directly by him.
<PAGE>
Paragraph 5(c) is amended by adding thereto the
following paragraphs:
Exhibit 11 sets forth a listing of the shares of
Orion Common Stock purchased by Metromedia since the trans-
actions reflected on the most recent filing on Schedule 13D
in open-market broker transactions on the Exchange, includ-
ing the number of shares purchased, the dates of the pur-
chases and the prices per share.
Exhibit 11 is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended by adding thereto the
following:
Exhibit 11 - Open-market Purchases of Orion
Common Stock
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information
set forth in this statement is true, complete and correct.
Dated: January 29, 1988
/s/ Stuart Subotnick
Stuart Subotnick
General Partner
Metromedia Company
/s/ John W. Kluge
John W. Kluge
/s/ Stuart Subotnick
Stuart Subotnick
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)
ORION PICTURES CORPORATION
(Name of Issuer)
Common Stock, $.25 Par Value
(Title of Class of Securities)
686285-10-7
(CUSIP Number)
ARNOLD L. WADLER
Senior Vice President, Secretary and
General Counsel, Metromedia Company
One Harmon Plaza, Secaucus, New Jersey 07094
Tel. No: (201) 348-3244
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
January 20, 1988
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ___.
Check the following box if a fee is being paid with the statement ___.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
The remainder of this cover page shall be filled out for a reporting
person's 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 page(s))
<PAGE>
SCHEDULE 13d
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Metromedia Company
(I.R.S. Identification No. 62-1293303)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Metromedia Company disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
4,250,900 (includes 1,332,260 shares issuable
upon exercise of currently exercisable
warrants)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 4,250,900 (includes 1,332,260 shares issuable
WITH upon exercise of currently exercisable
warrants)
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,250,900 (includes 1,332,260 shares issuable upon exercise of
currently exercisable warrants)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.9%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John W. Kluge - S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
John W. Kluge disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
4,270,900. Includes 20,000 shares owned
directly and 4,250,900 shares (including
1,332,260 shares issuable upon exercise of
currently exercisable warrants) beneficially
owned through Metromedia Company).
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 4,270,900. Includes 20,000 shares owned
WITH directly and 4,250,900 shares (including
1,332,260 shares issuable upon exercise of
currently exercisable warrants) beneficially
owned through Metromedia Company.
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,270,900. Includes 20,000 shares owned directly and 4,250,900
shares (including 1,332,260 shares issuable upon exercise of
currently exercisable warrants) beneficially owned through
Metromedia Company.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.0%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stuart Subotnick - S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Stuart Subotnick disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
4,250,900 (includes 1,332,260 shares issuable
upon exercise of currently exercisable
warrants) beneficially owned through
Metromedia Company
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 4,250,900 (includes 1,332,260 shares issuable
WITH upon exercise of currently exercisable
warrants) beneficially owned through
Metromedia Company
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,250,900 (includes 1,332,260 shares issuable upon exercise of
currently exercisable warrants) beneficially owned through
Metromedia Company
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.9%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
This Amendment No. 10 supplements the Schedule 13D
(the "Schedule 13D") filed on June 2, 1986 by John W. Kluge
and Metromedia, Inc., as amended by Amendment No. 1 thereto
filed on September 12, 1986, Amendment No. 2 thereto filed
on November 4, 1986, Amendment No. 3 thereto filed on
January 2, 1987, Amendment No. 4 thereto filed on April 7,
1987, Amendment No. 5 thereto filed on October 27, 1987,
Amendment No. 6 thereto filed on October 30, 1987, Amendment
No. 7 thereto filed on November 23, 1987, Amendment No. 8
thereto filed on December 15, 1987 and Amendment No. 9
thereto filed on January 20, 1988 in the following respect
only (capitalized terms used herein shall have the meanings
ascribed to such terms in the Schedule 13D):
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding thereto the
following paragraph:
The aggregate cost of the 176,200 shares of Orion
Common Stock purchased by Company in the open market since
the transactions reflected on the most recent filing on
Schedule 13D was borrowed by Company from Manufacturers
Hanover Trust Company pursuant to a loan made in the ordi-
nary course of business by that bank under Company's exist-
ing credit facility with such bank. The credit facility is
utilized for working capital purposes.
Item 5. Interest in Securities of the Issuer.
Paragraph 5(a) is amended in full by substituting
therefor the following paragraphs:
Company, Mr. Kluge and Mr. Subotnick each own
(beneficially or otherwise) 4,250,900 shares of Orion Common
Stock, which figure includes 1,332,260 shares issuable upon
the exercise of the Orion warrants. Such 4,250,900 shares
constitute approximately 22.9% of the outstanding shares of
Orion Common Stock (assuming exercise of all Orion warrants
held by Company).
Mr. Kluge owns directly an additional 20,000
shares of Orion Common Stock. The wife of Stuart Subotnick
also owns 15,000 shares of Orion Common Stock; Mr. Subotnick
disclaims beneficial ownership of such shares.
Paragraph 5(b) is amended in full by substituting
therefor the following sentence:
Each of Company, Mr. Kluge and Mr. Subotnick has
sole power to vote and dispose of the 4,250,900 shares owned
directly by Company and Mr. Kluge has sole power to vote and
dispose of the 20,000 shares owned directly by him.
<PAGE>
Paragraph 5(c) is amended by adding thereto the
following paragraphs:
Exhibit 10 sets forth a listing of the shares of
Orion Common Stock purchased by Metromedia since the trans-
actions reflected on the most recent filing on Schedule 13D
in open-market broker transactions on the Exchange, includ-
ing the number of shares purchased, the dates of the pur-
chases and the prices per share.
Exhibit 10 is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended by adding thereto the
following:
Exhibit 10 - Open-market Purchases of Orion
Common Stock
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information
set forth in this statement is true, complete and correct.
Dated: January 21, 1988
/s/ Stuart Subotnick
Stuart Subotnick
General Partner
Metromedia Company
/s/ John W. Kluge
John W. Kluge
/s/ Stuart Subotnick
Stuart Subotnick
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
ORION PICTURES CORPORATION
(Name of Issuer)
Common Stock, $.25 Par Value
(Title of Class of Securities)
686285-10-7
(CUSIP Number)
ARNOLD L. WADLER
Senior Vice President, Secretary and
General Counsel, Metromedia Company
One Harmon Plaza, Secaucus, New Jersey 07094
Tel. No: (201) 348-3244
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
January 18, 1988
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ___.
Check the following box if a fee is being paid with the statement ___.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
The remainder of this cover page shall be filled out for a reporting
person's 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 page(s))
<PAGE>
SCHEDULE 13d
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Metromedia Company
(I.R.S. Identification No. 62-1293303)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Metromedia Company disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
4,074,700 (includes 1,332,260 shares issuable
upon exercise of currently exercisable
warrants)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 4,074,700 (includes 1,332,260 shares issuable
WITH upon exercise of currently exercisable
warrants)
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,074,700 (includes 1,332,260 shares issuable upon exercise of
currently exercisable warrants)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.9%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John W. Kluge - S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
John W. Kluge disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
4,094,700. Includes 20,000 shares owned
directly and 4,074,700 shares (including
1,332,260 shares issuable upon exercise of
currently exercisable warrants) beneficially
owned through Metromedia Company).
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 4,094,700. Includes 20,000 shares owned
WITH directly and 4,074,700 shares (including
1,332,260 shares issuable upon exercise of
currently exercisable warrants) beneficially
owned through Metromedia Company.
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,094,700. Includes 20,000 shares owned directly and 4,074,700
shares (including 1,332,260 shares issuable upon exercise of
currently exercisable warrants) beneficially owned through
Metromedia Company.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.0%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stuart Subotnick - S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Stuart Subotnick disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
4,074,700 (includes 1,332,260 shares issuable
upon exercise of currently exercisable
warrants) beneficially owned through
Metromedia Company
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 4,074,700 (includes 1,332,260 shares issuable
WITH upon exercise of currently exercisable
warrants) beneficially owned through
Metromedia Company
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,074,700 (includes 1,332,260 shares issuable upon exercise of
currently exercisable warrants) beneficially owned through
Metromedia Company
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.9%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
This Amendment No. 9 supplements the Schedule 13D
(the "Schedule 13D") filed on June 2, 1986 by John W. Kluge
and Metromedia, Inc., as amended by Amendment No. 1 thereto
filed on September 12, 1986, Amendment No. 2 thereto filed
on November 4, 1986, Amendment No. 3 thereto filed on
January 2, 1987, Amendment No. 4 thereto filed on April 7,
1987, Amendment No. 5 thereto filed on October 27, 1987,
Amendment No. 6 thereto filed on October 30, 1987, Amendment
No. 7 thereto filed on November 23, 1987 and Amendment No. 8
thereto filed on December 15, 1987 in the following respect
only (capitalized terms used herein shall have the meanings
ascribed to such terms in the Schedule 13D):
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding thereto the
following paragraph:
The aggregate cost of the 192,200 shares of Orion
Common Stock purchased by Company in the open market since
the transactions reflected on the most recent filing on
Schedule 13D was borrowed by Company from Manufacturers
Hanover Trust Company pursuant to a loan made in the ordi-
nary course of business by that bank under Company's exist-
ing credit facility with such bank. The credit facility is
utilized for working capital purposes.
Item 4. Purpose of Transaction.
Item 4 is hereby amended by adding to the last
paragraph thereof the following sentence:
The H-S-R Act waiting period expired on
January 13, 1988.
Item 5. Interest in Securities of the Issuer.
Paragraph 5(a) is amended in full by substituting
therefor the following paragraphs:
Company, Mr. Kluge and Mr. Subotnick each own
(beneficially or otherwise) 4,074,700 shares of Orion Common
Stock, which figure includes 1,332,260 shares issuable upon
the exercise of the Orion Warrants. Such 4,074,700 shares
constitute approximately 21.9% of the outstanding shares of
Orion Common Stock (assuming exercise of all Orion Warrants
held by Company).
Mr. Kluge owns directly an additional 20,000
shares of Orion Common Stock. The wife of Stuart Subotnick
also owns 15,000 shares of Orion Common Stock; Mr. Subotnick
disclaims beneficial ownership of such shares.
<PAGE>
Paragraph 5(b) is amended in full by substituting
therefor the following sentence:
Each of Company, Mr. Kluge and Mr. Subotnick has
sole power to vote and dispose of the 4,074,700 shares owned
directly by Company and Mr. Kluge has sole power to vote and
dispose of the 20,000 shares owned directly by him.
Paragraph 5(c) is amended by adding thereto the
following paragraphs:
Exhibit 9 sets forth a listing of the shares of
Orion Common Stock purchased by Metromedia since the trans-
actions reflected on the most recent filing on Schedule 13D
in open-market broker transactions on the Exchange, includ-
ing the number of shares purchased, the dates of the pur-
chases and the prices per share.
Exhibit 9 is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended by adding thereto the
following:
Exhibit 9 - Open-market Purchases of Orion
Common Stock
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information
set forth in this statement is true, complete and correct.
Dated: January 19, 1988
/s/ Stuart Subotnick
Stuart Subotnick
General Partner
Metromedia Company
/s/ John W. Kluge
John W. Kluge
/s/ Stuart Subotnick
Stuart Subotnick
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
ORION PICTURES CORPORATION
(Name of Issuer)
Common Stock, $.25 Par Value
(Title of Class of Securities)
686285-10-7
(CUSIP Number)
ARNOLD L. WADLER
Senior Vice President, Secretary and
General Counsel, Metromedia Company
One Harmon Plaza, Secaucus, New Jersey 07094
Tel. No: (201) 348-3244
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
December 14, 1987
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ___.
Check the following box if a fee is being paid with the statement ___.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
The remainder of this cover page shall be filled out for a reporting
person's 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 page(s))
<PAGE>
SCHEDULE 13d
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Metromedia Company
(I.R.S. Identification No. 62-1293303)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Metromedia Company disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
3,882,500 (includes 1,332,260 shares issuable
upon exercise of currently exercisable
warrants)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 3,882,500 (includes 1,332,260 shares issuable
WITH upon exercise of currently exercisable
warrants)
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,882,500 (includes 1,332,260 shares issuable upon exercise of
currently exercisable warrants)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.9%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John W. Kluge - S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
John W. Kluge disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
3,902,500. Includes 20,000 shares owned
directly and 3,882,500 shares (including
1,332,260 shares issuable upon exercise of
currently exercisable warrants) beneficially
owned through Metromedia Company).
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 3,902,500. Includes 20,000 shares owned
WITH directly and 3,882,500 shares (including
1,332,260 shares issuable upon exercise of
currently exercisable warrants) beneficially
owned through Metromedia Company.
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,902,500. Includes 20,000 shares owned directly and 3,882,500
shares (including 1,332,260 shares issuable upon exercise of
currently exercisable warrants) beneficially owned through
Metromedia Company.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stuart Subotnick - S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Stuart Subotnick disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
3,882,500 (includes 1,332,260 shares issuable
upon exercise of currently exercisable
warrants) beneficially owned through
Metromedia Company
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 3,882,500 (includes 1,332,260 shares issuable
WITH upon exercise of currently exercisable
warrants) beneficially owned through
Metromedia Company
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,882,500 (includes 1,332,260 shares issuable upon exercise of
currently exercisable warrants) beneficially owned through
Metromedia Company
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.9%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
This Amendment No. 8 supplements the Schedule 13D
(the "Schedule 13D") filed on June 2, 1986 by John W. Kluge
and Metromedia, Inc., as amended by Amendment No. 1 thereto
filed on September 12, 1986, Amendment No. 2 thereto filed
on November 4, 1986, Amendment No. 3 thereto filed on
January 2, 1987, Amendment No. 4 thereto filed on April 7,
1987, Amendment No. 5 thereto filed on October 27, 1987,
Amendment No. 6 thereto filed on October 30, 1987, and
Amendment No. 7 thereto filed on November 23, 1987 in the
following respect only (capitalized terms used herein shall
have the meanings ascribed to such terms in the Sched-
ule 13D):
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding thereto the
following paragraph:
The aggregate cost of the 113,900 shares of Orion
Common Stock purchased by Company in the open market since
the transactions reflected on the most recent filing on
Schedule 13D was borrowed by Company from Manufacturers
Hanover Trust Company pursuant to a loan made in the ordi-
nary course of business by that bank under Company's exist-
ing credit facility with such bank. The credit facility is
utilized for working capital purposes.
Item 4. Purpose of Transaction.
Item 4 is hereby amended by adding thereto the
following paragraph:
On December 14, 1987, Metromedia filed with the
Federal Trade Commission and the Department of Justice a
Notification and Report Form pursuant to the Hart-Scott-
Rodino Antitrust Improvements Act of 1976 (the "H-S-R Act")
in which Metromedia indicated that it was filing for the 15%
notification threshold; that, subject to the expiration of
the H-S-R Act waiting period, Metromedia has a good faith
intention to exceed the 15% ownership threshold (as calcu-
lated pursuant to the H-S-R Act) and that such a filing
would permit Metromedia to acquire up to (but not including)
25% of Orion's outstanding voting securities (as calculated
pursuant to the H-S-R Act). Metromedia's intention to make
additional purchases of Orion Common Stock either in the
open market or in private transactions will depend upon
Metromedia's evaluation of Orion's business, prospects and
financial condition, the market for the Common Stock, other
opportunities available to Metromedia, general economic
conditions, money and stock market conditions and other
future developments.
<PAGE>
Item 5. Interest in Securities of the Issuer.
Paragraph 5(a) is amended in full by substituting
therefor the following paragraphs:
Company, Mr. Kluge and Mr. Subotnick each own
(beneficially or otherwise) 3,882,500 shares of Orion Common
Stock, which figure includes 1,332,260 shares issuable upon
the exercise of the Orion Warrants. Such 3,882,500 shares
constitute approximately 20.9% of the outstanding shares of
Orion Common Stock (assuming exercise of all Orion Warrants
held by Company).
Mr. Kluge owns directly an additional 20,000
shares of Orion Common Stock. The wife of Stuart Subotnick
also owns 15,000 shares of Orion Common Stock; Mr. Subotnick
disclaims beneficial ownership of such shares.
Paragraph 5(b) is amended in full by substituting
therefor the following sentence:
Each of Company, Mr. Kluge and Mr. Subotnick has
sole power to vote and dispose of the 3,882,500 shares owned
directly by Company and Mr. Kluge has sole power to vote and
dispose of the 20,000 shares owned directly by him.
Paragraph 5(c) is amended by adding thereto the
following paragraphs:
Exhibit 8 sets forth a listing of the shares of
Orion Common Stock purchased by Metromedia since the trans-
actions reflected on the most recent filing on Schedule 13D
in open-market broker transactions on the Exchange,
including the number of shares purchased, the dates of the
purchases and the prices per share.
Exhibit 8 is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended by adding thereto the
following:
Exhibit 8 - Open-market Purchases of Orion
Common Stock
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information
set forth in this statement is true, complete and correct.
Dated: December 14, 1987
/s/ Stuart Subotnick
Stuart Subotnick
General Partner
Metromedia Company
/s/ John W. Kluge
John W. Kluge
/s/ Stuart Subotnick
Stuart Subotnick
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
ORION PICTURES CORPORATION
(Name of Issuer)
Common Stock, $.25 Par Value
(Title of Class of Securities)
686285-10-7
(CUSIP Number)
ARNOLD L. WADLER
Senior Vice President, Secretary and
General Counsel, Metromedia Company
One Harmon Plaza, Secaucus, New Jersey 07094
Tel. No: (201) 348-3244
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
November 20, 1987
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ___.
Check the following box if a fee is being paid with the statement ___.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
The remainder of this cover page shall be filled out for a reporting
person's 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 page(s))
<PAGE>
SCHEDULE 13d
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Metromedia Company
(I.R.S. Identification No. 62-1293303)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Metromedia Company disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
3,768,600 (includes 1,332,260 shares issuable
upon exercise of currently exercisable
warrants)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 3,768,600 (includes 1,332,260 shares issuable
WITH upon exercise of currently exercisable
warrants)
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,768,600 (includes 1,332,260 shares issuable upon exercise of
currently exercisable warrants)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.3%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John W. Kluge - S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
John W. Kluge disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
3,788,600. Includes 20,000 shares owned
directly and 3,768,600 shares (including
1,332,260 shares issuable upon exercise of
currently exercisable warrants) beneficially
owned through Metromedia Company).
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 3,788,600. Includes 20,000 shares owned
WITH directly and 3,768,600 shares (including
1,332,260 shares issuable upon exercise of
currently exercisable warrants) beneficially
owned through Metromedia Company.
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,788,600. Includes 20,000 shares owned directly and 3,768,600
shares (including 1,332,260 shares issuable upon exercise of
currently exercisable warrants) beneficially owned through
Metromedia Company.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.4%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stuart Subotnick - S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Stuart Subotnick disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
3,768,600 (includes 1,332,260 shares issuable
upon exercise of currently exercisable
warrants) beneficially owned through
Metromedia Company
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 3,768,600 (includes 1,332,260 shares issuable
WITH upon exercise of currently exercisable
warrants) beneficially owned through
Metromedia Company
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,768,600 (includes 1,332,260 shares issuable upon exercise of
currently exercisable warrants) beneficially owned through
Metromedia Company
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.3%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
This Amendment No. 7 supplements the Schedule 13D
(the "Schedule 13D") filed on June 2, 1986 by John W. Kluge
and Metromedia, Inc., as amended by Amendment No. l thereto
filed on September 12, 1986, Amendment No. 2 thereto filed
on November A, 1986, Amendment No. 3 thereto filed on
January 2, 1987, Amendment No. 4 thereto filed on April 7,
1987, Amendment No. 5 thereto filed on October 27, 1987 and
Amendment No. 6 thereto filed on October 30, 1987 in the
following respect only (capitalized terms used herein shall
have the meanings ascribed to such terms in the Sched-
ule 13D):
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding thereto the
following paragraph:
The aggregate cost of the 194,100 shares of Orion
Common Stock purchased by Company since the transactions
reflected on the most recent filing on Schedule 13D (includ-
ing 5,000 shares purchased on October 23, 1987, the confir-
mation of which became available since the most recent
filing) on the open market was borrowed by Company from
Manufacturers Hanover Trust Company pursuant to a loan made
in the ordinary course of business by that bank under Com-
pany's existing credit facility with such bank. The credit
facility is utilized for working capital purposes.
Item 5. Interest in Securities of the Issuer.
Paragraph 5(a) is amended in full by substituting
therefor the following paragraphs:
Company, Mr. Kluge and Mr. Subotnick each own
(beneficially or otherwise) 3,768,600 shares of Orion Common
Stock, which figure includes 1,332,260 shares issuable upon
the exercise of the Orion Warrants. Such 3,768,600 shares
constitute approximately 20.3% of the outstanding shares of
Orion Common Stock (assuming exercise of all Orion Warrants
held by Company).
Mr. Kluge owns directly an additional 20,000
shares of Orion Common Stock. The wife of Stuart Subotnick
also owns 15,000 shares of Orion Common Stock; Mr. Subotnick
disclaims beneficial ownership of such shares.
Paragraph 5(b) is amended in full by substituting
therefor the following sentence:
Each of Company, Mr. Kluge and Mr. Subotnick has
sole power to vote and dispose of the 3,768,600 shares owned
directly by Company and Mr. Kluge has sole power to vote and
dispose of the 20,000 shares owned directly by him.
<PAGE>
Paragraph 5(c) is amended by adding thereto the
following paragraphs:
Exhibit 7 sets forth a listing of the shares of
Orion Common Stock purchased by Metromedia since the trans-
actions reflected on the most recent filing on Schedule 13D
(including 5,000 shares purchased on October 23, 1987, the
confirmation of which became available after the most recent
filing on Schedule 13D) in open-market broker transactions
on the Exchange, including the number of shares purchased,
the dates of the purchases and the prices per share.
Exhibit 7 is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended by adding thereto the
following:
Exhibit 7 - Open-market Purchases of Orion
Common Stock
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information
set forth in this statement is true, complete and correct.
Dated: November 20, 1987
/s/ Stuart Subotnick
Stuart Subotnick
General Partner
Metromedia Company
/s/ John W. Kluge
John W. Kluge
/s/ Stuart Subotnick
Stuart Subotnick
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
ORION PICTURES CORPORATION
(Name of Issuer)
Common Stock, $.25 Par Value
(Title of Class of Securities)
686285-10-7
(CUSIP Number)
ARNOLD L. WADLER
Senior Vice President, Secretary and
General Counsel, Metromedia Company
One Harmon Plaza, Secaucus, New Jersey 07094
Tel. No: (201) 348-3244
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
October 29, 1987
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ___.
Check the following box if a fee is being paid with the statement ___.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
The remainder of this cover page shall be filled out for a reporting
person's 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 page(s))
<PAGE>
SCHEDULE 13d
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Metromedia Company
(I.R.S. Identification No. 62-1293303)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Metromedia Company disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
3,574,500 (includes 1,332,260 shares issuable
upon exercise of currently exercisable
warrants)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 3,574,500 (includes 1,332,260 shares issuable
WITH upon exercise of currently exercisable
warrants)
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,574,500 (includes 1,332,260 shares issuable upon exercise of
currently exercisable warrants)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John W. Kluge - S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
John W. Kluge disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
3,594,500. Includes 20,000 shares owned
directly and 3,574,500 shares (including
1,332,260 shares issuable upon exercise of
currently exercisable warrants) beneficially
owned through Metromedia Company).
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 3,594,500. Includes 20,000 shares owned
WITH directly and 3,574,500 shares (including
1,332,260 shares issuable upon exercise of
currently exercisable warrants) beneficially
owned through Metromedia Company.
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,594,500. Includes 20,000 shares owned directly and 3,574,500
shares (including 1,332,260 shares issuable upon exercise of
currently exercisable warrants) beneficially owned through
Metromedia Company.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.3%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stuart Subotnick - S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Stuart Subotnick disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
3,574,500 (includes 1,332,260 shares issuable
upon exercise of currently exercisable
warrants) beneficially owned through
Metromedia Company
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 3,574,500 (includes 1,332,260 shares issuable
WITH upon exercise of currently exercisable
warrants) beneficially owned through
Metromedia Company
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,574,500 (includes 1,332,260 shares issuable upon exercise of
currently exercisable warrants) beneficially owned through
Metromedia Company
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
This Amendment No. 6 supplements the Schedule 13D
(the "Schedule 13D") filed on June 2, 1986 by John W. Kluge
and Metromedia, Inc., as amended by Amendment No. 1 thereto
filed on September 12, 1986, Amendment No. 2 thereto filed
on November 4, 1986, Amendment No. 3 thereto filed on
January 2, 1987, Amendment No. 4 thereto filed on April 7,
1987 and Amendment No. 5 thereto filed on October 27, 1987
in the following respect only (capitalized terms used herein
shall have the meanings ascribed to such terms in the Sched-
ule 13D):
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding thereto the
following paragraph:
The aggregate cost of the 176,700 shares of Orion
Common Stock purchased by Company since the transactions
reflected on the most recent filing on Schedule 13D (includ-
ing 5,000 shares purchased on October 21, 1987, the confir-
mation of which became available on October 29, 1987) on the
open market was borrowed by Company from Manufacturers
Hanover Trust Company pursuant to a loan made in the ordi-
nary course of business by that bank under Company's exist-
ing credit facility with such bank. The credit facility is
utilized for working capital purposes.
Item 5. Interest in Securities of the Issuer.
Paragraph 5(a) is amended in full by substituting
therefor the following paragraphs:
Company, Mr. Kluge and Mr. Subotnick each own
(beneficially or otherwise) 3,574,500 shares of Orion Common
Stock, which figure includes 1,332,260 shares issuable upon
the exercise of the Orion Warrants. Such 3,574,500 shares
constitute approximately 19.2% of the outstanding shares of
Orion Common Stock (assuming exercise of all Orion Warrants
held by Company).
Mr. Kluge owns directly an additional 20,000
shares of Orion Common Stock. The wife of Stuart Subotnick
also owns 15,000 shares of Orion Common Stock; Mr. Subotnick
disclaims beneficial ownership of such shares.
Paragraph 5(b) is amended in full by substituting therefor
the following sentence:
Each of Company, Mr. Kluge and Mr. Subotnick has
sole power to vote and dispose of the 3,574,500 shares owned
directly by Company and Mr. Kluge has sole power to vote and
dispose of the 20,000 shares owned directly by him.
<PAGE>
Paragraph 5(c) is amended by adding thereto the
following paragraphs:
Exhibit 6 sets forth a listing of the shares of
Orion Common Stock purchased by Metromedia since the trans-
actions reflected on the most recent filing on Schedule 13D
(including 5,000 shares purchased on October 21, 1987, the
confirmation of which became available on October 29, 1987)
in open-market broker transactions on the Exchange, includ-
ing the number of shares purchased, the dates of the pur-
chases and the prices per share.
Exhibits 5 and 6 are incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended by adding thereto the
following:
Exhibit 6 - Open-market Purchases of Orion
Common Stock
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information
set forth in this statement is true, complete and correct.
Dated: October 29, 1987
/s/ Stuart Subotnick
Stuart Subotnick
General Partner
Metromedia Company
/s/ John W. Kluge
John W. Kluge
/s/ Stuart Subotnick
Stuart Subotnick
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
ORION PICTURES CORPORATION
(Name of Issuer)
Common Stock, $.25 Par Value
(Title of Class of Securities)
686285-10-7
(CUSIP Number)
ARNOLD L. WADLER
Senior Vice President, Secretary and
General Counsel, Metromedia Company
One Harmon Plaza, Secaucus, New Jersey 07094
Tel. No: (201) 348-3244
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
October 20, 1987
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ___.
Check the following box if a fee is being paid with the statement ___.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
The remainder of this cover page shall be filled out for a reporting
person's 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 page(s))
<PAGE>
SCHEDULE 13d
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Metromedia Company
(I.R.S. Identification No. 62-1293303)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Metromedia Company disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
3,397,800 (includes 1,332,260 shares issuable
upon exercise of currently exercisable
warrants)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 3,397,800 (includes 1,332,260 shares issuable
WITH upon exercise of currently exercisable
warrants)
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,397,800 (includes 1,332,260 shares issuable upon exercise of
currently exercisable warrants)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.4%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John W. Kluge - S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
John W. Kluge disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
3,417,800. Includes 20,000 shares owned
directly and 3,397,800 shares (including
1,332,260 shares issuable upon exercise of
currently exercisable warrants) beneficially
owned through Metromedia Company).
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 3,417,800. Includes 20,000 shares owned
WITH directly and 3,397,800 shares (including
1,332,260 shares issuable upon exercise of
currently exercisable warrants) beneficially
owned through Metromedia Company.
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,417,800. Includes 20,000 shares owned directly and 3,397,800
shares (including 1,332,260 shares issuable upon exercise of
currently exercisable warrants) beneficially owned through
Metromedia Company.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.3%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stuart Subotnick - S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Stuart Subotnick disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
3,397,800 (includes 1,332,260 shares issuable
upon exercise of currently exercisable
warrants) beneficially owned through
Metromedia Company
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 3,397,800 (includes 1,332,260 shares issuable
WITH upon exercise of currently exercisable
warrants) beneficially owned through
Metromedia Company
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,397,800 (includes 1,332,260 shares issuable upon exercise of
currently exercisable warrants) beneficially owned through
Metromedia Company
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.3%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
This Amendment No. 5 supplements the Schedule 13D
(the "Schedule 13D") filed on June 2, 1986 by John W. Kluge
and Metromedia, Inc., as amended by Amendment No. 1 thereto
filed on September 12, 1986, Amendment No. 2 thereto filed
on November 4, 1986, Amendment No. 3 thereto filed on
January 2, 1987 and Amendment No. 4 thereto filed on
April 7, 1987 in the following respect only (capitalized
terms used herein shall have the meanings ascribed to such
terms in the Schedule 13D):
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding thereto the
following paragraph:
The aggregate cost of the 360,300 shares of Orion
Common Stock purchased by Company on the open market was
borrowed by Company from Manufacturers Hanover Trust Company
pursuant to a loan made in the ordinary course of business
by that bank under Company's existing credit facility with
such bank. The credit facility is utilized for working
capital purposes.
Item 4. Purpose of Transaction.
Item 4 is hereby amended by adding thereto the
following sentence:
Depending upon market conditions Metromedia may,
from time to time, purchase additional shares of Orion
Common Stock.
Item 5. Interest in Securities of the Issuer.
Paragraph 5(a) is amended in full by substituting
therefor the following paragraphs:
Company, Mr. Kluge and Mr. Subotnick each own
(beneficially or otherwise) 3,397,800 shares of Orion Common
Stock, which figure includes 1,332,260 shares issuable upon
the exercise of the Orion Warrants. Such 3,397,800 shares
constitute approximately 18.3% of the outstanding shares of
Orion Common Stock (assuming exercise of all Orion Warrants
held by Company).
Mr. Kluge owns directly an additional 20,000
shares of Orion Common Stock. The wife of Stuart Subotnick
also owns 15,000 shares of Orion Common Stock; Mr. Subotnick
disclaims beneficial ownership of such.shares.
Paragraph 5(b) is amended in full by substituting therefor
the following sentence:
Each of Company, Mr. Kluge and Mr. Subotnick has
sole power to vote and dispose of the 3,397,800 shares owned
directly by Company and Mr. Kluge has sole power to vote and
dispose of the 20,000 shares owned directly by him.
<PAGE>
Paragraph 5(c) is amended by adding thereto the
following paragraph:
Exhibit 5 sets forth a listing of the shares of
Orion Common Stock purchased by Metromedia in open-market
broker transactions on the New York Stock Exchange (the
"Exchange"), including the number of shares purchased, the
dates of the purchases and the prices per share. Because of
record-breaking trading volume on the Exchange last week,
Metromedia only received confirmations of two-thirds of
these transactions today; Metromedia may have made addi-
tional purchases of Orion Common Stock for which confir-
mations are not yet available.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended by adding thereto the
following:
Exhibit 5 - Open-market Purchases of Orion
Common Shock
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information
set forth in this statement is true, complete and correct.
Dated: October 26, 1987
/s/ Stuart Subotnick
Stuart Subotnick
General Partner
Metromedia Company
/s/ John W. Kluge
John W. Kluge
/s/ Stuart Subotnick
Stuart Subotnick
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
ORION PICTURES CORPORATION
(Name of Issuer)
Common Stock, $.25 Par Value
(Title of Class of Securities)
686285-10-7
(CUSIP Number)
ARNOLD L. WADLER
Senior Vice President, Secretary and
General Counsel, Metromedia Company
One Harmon Plaza, Secaucus, New Jersey 07094
Tel. No: (201) 348-3244
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
April 3, 1987
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ___.
Check the following box if a fee is being paid with the statement ___.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
The remainder of this cover page shall be filled out for a reporting
person's 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 page(s))
<PAGE>
SCHEDULE 13d
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Metromedia Company
(I.R.S. Identification No. 62-1293303)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Metromedia Company disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
3,037,500 (includes 1,332,260 shares issuable
upon exercise of currently exercisable
warrants)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 3,037,500 (includes 1,332,260 shares issuable
WITH upon exercise of currently exercisable
warrants)
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,037,500 (includes 1,332,260 shares issuable upon exercise of
currently exercisable warrants)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.4%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John W. Kluge - S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
John W. Kluge disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
3,057,500. Includes 20,000 shares owned
directly and 3,037,500 shares (including
1,332,260 shares issuable upon exercise of
currently exercisable warrants) beneficially
owned through Metromedia Company).
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 3,057,500. Includes 20,000 shares owned
WITH directly and 3,037,500 shares (including
1,332,260 shares issuable upon exercise of
currently exercisable warrants) beneficially
owned through Metromedia Company.
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,057,500. Includes 20,000 shares owned directly and 3,037,500
shares (including 1,332,260 shares issuable upon exercise of
currently exercisable warrants) beneficially owned through
Metromedia Company.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.49%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stuart Subotnick - S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Stuart Subotnick disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
3,037,500 (includes 1,332,260 shares issuable
upon exercise of currently exercisable
warrants) beneficially owned through
Metromedia Company
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 3,037,500 (includes 1,332,260 shares issuable
WITH upon exercise of currently exercisable
warrants) beneficially owned through
Metromedia Company
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,037,500 (includes 1,332,260 shares issuable upon exercise of
currently exercisable warrants) beneficially owned through
Metromedia Company
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.4%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
This Amendment No. 4 supplements the Schedule 13D
(the "Schedule 13D") filed on June 2, 1986 by John W. Kluge
and Metromedia, Inc., as amended by Amendment No. l thereto
filed on September 12, 1986, Amendment No. 2 thereto filed
on November 4, 1986 and Amendment No. 3 thereto filed on
January 2, 1987 in the following respect only (capitalized
terms used herein shall have the meanings ascribed to such
terms in the Schedule 13D):
Item 2. Identity and Background.
Item 2 is hereby amended by substituting the
following sentence for the last two sentences of the first
paragraph thereof:
None of Company, Mr. Kluge or Mr. Subotnick (or,
to the best knowledge of Company, any of its other executive
officers) has, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations or
similar misdemeanors) nor has any of them been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which any of them 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.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding thereto the
following paragraph:
The $10,000,000 aggregate cost of the Warrant to
Purchase 800,000 shares of Orion Common Stock purchased by
Company from Home Box Office, Inc. on April 3, 1987 was
borrowed by Company from Manufacturers Hanover Trust Company
pursuant to a loan made in the ordinary course of business
by that bank under Company's existing credit facility with
such bank. The credit facility is utilized for working
capital purposes.
Item 5. Interest in Securities of the Issuer.
Paragraph 5(a) is amended in full by substituting
therefor the following paragraphs:
Company, Mr. Kluge and Mr. Subotnick each own
(beneficially or otherwise) 3,037,500 shares of Orion Common
Stock, which figure includes 1,332,260 shares issuable upon
the exercise of the Orion Warrants. Such 3,037,500 shares
constitute approximately 16.4% of the outstanding shares of
Orion Common Stock (assuming exercise of all Orion Warrants
held by Company).
The wife of Stuart Subotnick also owns 15,000
additional shares of Orion Common Stock; Mr. Subotnick
disclaims beneficial ownership of such shares.
<PAGE>
Paragraph 5(b) is amended in full by substituting
therefor the following sentence:
Company, Mr. Kluge and Mr. Subotnick have sole
power to vote and dispose of the 3,037,500 shares owned
directly by Company and Mr. Kluge has sole power to vote and
dispose of the 20,000 shares owned directly by him.
Paragraph 5(c) is amended by adding thereto the
following paragraph:
On April 3, 1987, Company purchased from Home Box
Office, Inc., for a purchase price of $10,000,000 paid in
cash pursuant to the Purchase Agreement described in Item 6
hereof, a Warrant to Purchase 800,000 shares of Orion Common
Stock. The Warrant is currently exercisable (subject to any
applicable Hart-Scott-Rodino notification requirements) and
entitles the holder to purchase up to 800,000 Common Shares,
at an exercise price of $6.00 per Common Share. The trans-
action was effected by simultaneous delivery of the acquired
security and, by transfer, the cash payment therefor; the
closing was held at the offices of Orion, 711 Fifth Avenue,
New York, New York 10022.
Item 6. Contracts, Arrangements, Understandings or Rela-
tionships With Respect to Securities of the
Issuer.
Item 6 is amended by adding thereto, immediately
after the first paragraph thereof, the following paragraph:
On April 3, 1987, Company and Home Box Office,
Inc. ("HBO") entered into a Purchase Agreement pursuant to
which Company, simultaneously with the execution thereof,
purchased from HBO a Warrant to Purchase 800,000 shares of
Orion Common Stock. The purchase price for the Warrant was
$10,000,000. The Warrant is currently exercisable (subject
to any applicable Hart-Scott-Rodino notification require-
ments) and entitles the holder to purchase up to 800,000
Common Shares, at an exercise price of $6.00 per Common
Share.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended by adding thereto the
following sentences:
Exhibit 2 - Additional Item 2 information with
respect to certain executive officers of Company.
Exhibit 4 - Conformed copy of the HBO Purchase
Agreement disclosed in Item 6.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information
set forth in this statement is true, complete and correct.
Dated: April 6, 1987
/s/ Stuart Subotnick
Stuart Subotnick
General Partner
Metromedia Company
/s/ John W. Kluge
John W. Kluge
/s/ Stuart Subotnick
Stuart Subotnick
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
ORION PICTURES CORPORATION
(Name of Issuer)
Common Stock, $.25 Par Value
(Title of Class of Securities)
686285-10-7
(CUSIP Number)
ARNOLD L. WADLER
Senior Vice President, Secretary and
General Counsel, Metromedia Company
One Harmon Plaza, Secaucus, New Jersey 07094
Tel. No: (201) 348-3244
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
December 29, 1986
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ___.
Check the following box if a fee is being paid with the statement ___.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
The remainder of this cover page shall be filled out for a reporting
person's 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 page(s))
<PAGE>
SCHEDULE 13d
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Metromedia Company
(I.R.S. Identification No. 62-1293303)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Metromedia Company disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
2,237,500 (includes 532,260 shares issuable
upon exercise of currently exercisable
warrants)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 2,237,500 (includes 532,260 shares issuable
WITH upon exercise of currently exercisable
warrants)
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,237,500 (includes 532,260 shares issuable upon exercise of
currently exercisable warrants)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.36%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Metromedia, Inc.
(I.R.S. Identification No. 13-1805096)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Metromedia Company disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John W. Kluge - S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
John W. Kluge disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
2,257,500. Includes 20,000 shares owned
directly and 2,237,500 shares (including
532,260 shares issuable upon exercise of
currently exercisable warrants) beneficially
owned through Metromedia Company).
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 2,257,500. Includes 20,000 shares owned
WITH directly and 2,237,500 shares (including
532,260 shares issuable upon exercise of
currently exercisable warrants) beneficially
owned through Metromedia Company.
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,257,500. Includes 20,000 shares owned directly and 2,237,500
shares (including 532,260 shares issuable upon exercise of
currently exercisable warrants) beneficially owned through
Metromedia Company.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.49%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stuart Subotnick - S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Stuart Subotnick disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
2,357,500 (includes 532,260 shares issuable
upon exercise of currently exercisable
warrants) beneficially owned through
Metromedia Company
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 2,237,500 (includes 532,260 shares issuable
WITH upon exercise of currently exercisable
warrants) beneficially owned through
Metromedia Company
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,237,500 (includes 532,260 shares issuable upon exercise of
currently exercisable warrants) beneficially owned through
Metromedia Company
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.36%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
This Amendment No. 3 supplements the Schedule l3D
(the "Schedule 13D") filed on June 2, 1986 by John W. Kluge
and Metromedia, Inc., as amended by Amendment No. 1 thereto
filed on September 12, 1986, and Amendment No. 2 thereto
filed on November 4, 1986 in the following respect only
(capitalized terms used herein shall have the meanings
ascribed to such terms in the Schedule 13D):
Item 2. Identity and Background.
Item 2 is hereby amended in full by substituting
therefor the following paragraphs:
This statement is being filed by Metromedia
Company ("Company"), a Delaware general partnership in which
John W. Kluge beneficially owns a 97.42% interest and Stuart
Subotnick beneficially owns a 2.58% interest, and by John W.
Kluge and Stuart Subotnick. Mr. Kluge (through a revocable
trust) and Mr. Subotnick are the sole general partners of
Company. Mr. Kluge is the Chairman, President and Chief
Executive Officer of Company and Mr. Subotnick is the Execu-
tive Vice President of Company. Company's principal busi-
ness is telecommunications. Company's address of principal
business and a principal office address are One Harmon
Plaza, Secaucus, New Jersey 07094. Each of Mr. Kluge and
Mr. Subotnick has been a director of Orion since his respec-
tive election of January 24, 1986 and October 9, 1986. None
of Company, Mr. Kluge, or Mr. Subotnick has, during the last
five years, been convicted in a criminal proceeding (exclud-
ing traffic violations or similar misdemeanors) nor has Com-
pany, Mr. Kluge or Mr. Subotnick been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which Company, Mr. Kluge or
Mr. Subotnick 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 secu-
rities laws or finding any violation with respect to such
laws. Mr. Kluge and Mr. Subotnick are U.S. citizens.
Metromedia, Inc., a Delaware corporation
("Metromedia") and a reporting person for purposes of the
Schedule 13D, made a liquidating distribution of substan-
tially all of its assets, subject to liabilities, on
December 17, 1988 to its sole stockholder, Company, pursuant
to a previously announced plan of complete liquidation.
Included in the distribution were the shares of Orion Common
Stock and warrants to purchase Orion Common Stock previously
reported as owned by Metromedia.
Exhibit 2 to this Statement, which is incorporated
herein by reference, lists the name; residence or business
<PAGE>
address; present principal occupation or employment and the
name, principal business and address of any corporation or
other organization in which such employment is conducted;
and citizenship of each general partner and executive
officer of Company, including John W. Kluge and Stuart
Subotnick.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding thereto the
following paragraph:
The $20,400,000 aggregate cost of the 1,600,000
shares of Orion Common Stock purchased by Company on
December 29, 1986 was borrowed by Company from Manufacturers
Hanover Trust Company pursuant to a loan made in the ordi-
nary course of business by that bank under Company's exist-
ing credit facility with such bank. The credit facility is
utilized for working capital purposes.
Item 4. Purpose of Transaction.
Item 4 is hereby amended by substituting for the
first sentence thereof the following sentence:
Each of Company, Mr. Kluge and Mr. Subotnick has
acquired the subject securities of Orion for investment.
Item 5. Interest in Securities of the Issuer.
Paragraph 5(a) is amended in full by substituting
therefor the following paragraphs:
Company, Mr. Kluge and Mr. Subotnick each own
(beneficially or otherwise) 2,237,500 shares of Orion Common
Stock, which figure includes 532,260 shares issuable upon
the exercise of the Orion Warrants. Such 2,237,500 shares
constitute approximately 14.36% of the outstanding shares of
Orion Common Stock (assuming exercise of the Orion
Warrants).
Mr. Kluge also directly owns beneficially an addi-
tional 20,000 shares of Orion Common Stock which, together
with the Orion securities owned directly by Company, con-
stitute approximately 14.49% of the outstanding shares of
Orion Common Stock (assuming exercise of the Orion War-
rants).
The wife of Stuart Subotnick also owns 15,000
additional shares of Orion Common Stock; Mr. Subotnick
disclaims beneficial ownership of such shares.
<PAGE>
Paragraph 5(b) is amended in full by substituting
therefor the following sentence:
Company, Mr. Kluge and Mr. Subotnick have sole
power to vote and dispose of the 2,237,500 shares owned
directly by Company and Mr. Kluge has sole power to vote and
dispose of the 20,000 shares owned directly by him.
Paragraph 5(c) is amended by adding thereto the
following paragraph:
On December 29, 1986, Company purchased 1,600,000
shares of Orion Common Stock at a price of $12.75 per share
(or an aggregate purchase price of $20,400,000) paid in cash
pursuant to the Purchase Agreement described in Item 6
hereof. The transaction was effected by simultaneous deliv-
ery of the acquired securities and, by wire transfer, the
cash payment therefor; the closing was held at the offices
of Paul, Weiss, Rifkind, Wharton & Garrison, 1285 Avenue of
the Americas, New York, New York 10019.
Item 5 is amended by adding thereto the following
paragraph:
(e) On December 17, 1986, Metromedia ceased to be
the beneficial owner of more than 5% of Orion Common Stock.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 is hereby deleted.
Exhibit 2 is amended in its entirety by substi-
tuting therefor Exhibit 2 annexed hereto.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information
set forth in this statement is true, complete and correct.
Dated: December 31, 1986
/s/ Stuart Subotnick
Stuart Subotnick
Executive Vice President
Metromedia, Inc.
/s/ Stuart Subotnick
Stuart Subotnick
General Partner
Metromedia Company
/s/ John W. Kluge
John W. Kluge
/s/ Stuart Subotnick
Stuart Subotnick
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
ORION PICTURES CORPORATION
(Name of Issuer)
Common Stock, $.25 Par Value
(Title of Class of Securities)
686285-10-7
(CUSIP Number)
ARNOLD L. WADLER
Senior Vice President, Secretary and
General Counsel, Metromedia Company
One Harmon Plaza, Secaucus, New Jersey 07094
Tel. No: (201) 348-3244
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
October 28, 1986
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ___.
Check the following box if a fee is being paid with the statement ___.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
The remainder of this cover page shall be filled out for a reporting
person's 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 page(s))
<PAGE>
SCHEDULE 13d
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Metromedia Company
(I.R.S. Identification No. applied for)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Metromedia Company disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
637,500 (includes 532,260 shares issuable
upon exercise of currently exercisable
warrants) beneficially owned through
Metromedia, Inc.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 637,500 (includes 532,260 shares issuable
WITH upon exercise of currently exercisable
warrants) beneficially owned through
Metromedia, Inc.
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
637,500 (includes 532,260 shares issuable upon exercise of
currently exercisable warrants) beneficially owned through
Metromedia, Inc.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stuart Subotnick - S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Stuart Subotnick disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
637,500 (includes 532,260 shares issuable
upon exercise of currently exercisable
warrants) beneficially owned through
Metromedia, Inc.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 637,500 (includes 532,260 shares issuable
WITH upon exercise of currently exercisable
warrants) beneficially owned through
Metromedia, Inc.
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
637,500 (includes 532,260 shares issuable upon exercise of
currently exercisable warrants) beneficially owned through
Metromedia, Inc.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14 TYPE OF REPORTING PERSON
IN
<PAGE>
This Amendment No. 2 supplements the Schedule 13D
filed on June 2, 1986 by John W. Kluge and Metromedia, Inc.,
as amended by Amendment No. l thereto filed on September 12,
1986, in the following respect only (capitalized terms used
herein shall have the meaning ascribed to such terms in the
Schedule 13D):
Item 2. Identity and Background.
Item 2 is hereby amended by adding thereto the
following paragraph:
This statement is also filed by Metromedia Company
("Company"), a general partnership in which John W.
Kluge beneficially owns a 97.42% interest and Stuart
Subotnick beneficially owns a 2.58% interest.
Mr. Kluge and Mr. Subotnick are the sole general
partners of Company. Mr. Kluge is the Chairman,
President and Chief Executive Officer of Company and
Mr. Subotnick is the Executive Vice President of Com-
pany. Company acquired all of the outstanding capital
stock of Metromedia on September 25, 1986. Company's
principal business is telecommunications, in which
Company engages through its ownership of Metromedia.
Company's address of principal business and its
principal office address are identical to those of
Metromedia. Mr. Subotnick is a director of Metromedia
and its Executive Vice President. Mr. Subotnick's
business address is One Harmon Plaza, Secaucus, New
Jersey 07094. He was elected a director of Orion on
October 9, 1986. Mr. Subotnick has not, during the
last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors) nor has he been a party to a civil
proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he 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.
Exhibit 2 to this Statement, which is incorporated
herein by reference, lists the name; residence or business
address; present principal occupation or employment and the
name, principal business and address of any corporation or
other organization in which such employment is conducted;
and citizenship of each executive officer and director of
Company, including John W. Kluge and Stuart Subotnick.
Item 4. Purpose of Transaction.
Item 4 is hereby amended by substituting the first
sentence thereof with the following sentence:
<PAGE>
Each of Metromedia, Company, John W. Kluge and
Stuart Subotnick has acquired the subject securities of
Orion for investment.
Item 5. Interest in Securities of the Issuer.
Paragraph 5(a) is hereby amended by substituting
the first sentence thereof with the following sentence:
Company, Mr. Kluge, Mr. Subotnick and Metromedia
beneficially own 637,500 shares of Orion's Common
Stock, which figure includes 532,260 shares issuable
upon the exercise of the Orion Warrants.
Paragraph 5(a) is hereby amended further by adding
thereto the following paragraph:
The wife of Stuart Subotnick also owns 5,000
additional shares, which were purchased on Septem-
ber 16, 1986; Mr. Subotnick disclaims beneficial
ownership of such shares.
Paragraph 5(b) is amended in full by substituting
therefor the following sentence:
Company, Mr. Kluge, Mr. Subotnick and Metromedia
have sole power to vote and dispose of the 637,500
shares owned directly by Metromedia, and Mr. Kluge has
sole power to vote and dispose of the 20,000 shares
owned directly by him.
Item 6. Contracts, Arrangements, Understandings and Rela-
tionships with Respect to Securities of the
Issuer.
Item 6 is hereby amended in full by substituting
therefor the following paragraphs:
On October 28, 1986, Company and Orion entered
into a Purchase Agreement (the "Purchase Agreement")
pursuant to which Company agreed to acquire and Orion
agreed to sell 1,600,000 shares of Orion Common Stock
at an aggregate purchase price of $20,400,000 in cash,
or $12.75 per share. The closing under the Purchase
Agreement will take place following the termination of
the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 and the satisfaction
of certain other conditions precedent. The transaction
will be effected by simultaneous delivery of the acquired
<PAGE>
securities and the cash payment at the offices
of Orion, 711 Fifth Avenue, New York, New York 10022.
There are no other contracts, arrangements,
understandings or relationships (legal or otherwise)
among the persons named in Item 2 and between such
persons and any person with respect to any securities
of Orion.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 is hereby amended by amending in full
the "Principal Occupation or Employment" of Arnold L. Wadler
to state as follows: "Vice President, General Counsel and
Secretary."
Exhibit 1 is hereby amended by adding thereto the
following information under the subheading "Officers":
Name and Business Principal Occupation
or Residence Address or Employment Citizenship
Seymour H. Wigod Senior Vice U.S.A.
Metromedia, Inc. President
One Harmon Plaza
Secaucus, N.J. 07094
Item 7 is hereby amended by adding thereto the
following sentences:
Exhibit 2 - Additional Item 2 information with
respect to each executive officer of Company including
John W. Kluge and Stuart Subotnick.
Exhibit 3 - Conformed copy of the Purchase
Agreement disclosed in Item 6.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information
set forth in this statement is true, complete and correct.
Dated: November 3, 1986
/s/ Stuart Subotnick
Stuart Subotnick
Executive Vice President
Metromedia, Inc.
/s/ Stuart Subotnick
Stuart Subotnick
General Partner
Metromedia Company
/s/ John W. Kluge
John W. Kluge
/s/ Stuart Subotnick
Stuart Subotnick
<PAGE>
This Amendment No. 2 supplements the Schedule 13D
filed on June 2, 1986 by John W. Kluge and Metromedia, Inc.,
as amended by Amendment No. 1 thereto filed on September 12,
1986, in the following respect only (capitalized terms used
herein shall have the meaning ascribed to such terms in the
Schedule 13D):
Item 2. Identity and Background.
Item 2 is hereby amended by adding thereto the
following paragraph:
This statement is also filed by Metromedia Company
("Company"), a general partnership in which John W.
Kluge beneficially owns a 97.42% interest and Stuart
Subotnick beneficially owns a 2.58% interest.
Mr. Kluge and Mr. Subotnick are the sole general
partners of Company. Mr. Kluge is the Chairman,
President and Chief Executive Officer of Company and
Mr. Subotnick is the Executive Vice President of Com-
pany. Company acquired all of the outstanding capital
stock of Metromedia on September 25, 1986. Company's
principal business is telecommunications, in which
Company engages through its ownership of Metromedia.
Company's address of principal business and its
principal office address are identical to those of
Metromedia. Mr. Subotnick is a director of Metromedia
and its Executive Vice President. Mr. Subotnick's
business address is One Harmon Plaza, Secaucus, New
Jersey 07094. He was elected a director of Orion on
October 9, 1986. Mr. Subotnick has not, during the
last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors) nor has he been a party to a civil
proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he 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>
Exhibit 2 to this Statement, which is incorporated
herein by reference, lists the name; residence or
business address; present principal occupation or
employment and the name, principal business and address
of any corporation or other organization in which such
employment is conducted; and citizenship of each
executive officer and director of Company, including
John W. Kluge and Stuart Subotnick.
Item 4. Purpose of Transaction.
Item 4 is hereby amended by substituting the first
sentence thereof with the following sentence:
Each of Metromedia, Company, John W. Kluge and
Stuart Subotnick has acquired the subject securities of
Orion for investment.
Item 5. Interest in Securities of the Issuer.
Paragraph 5(a) is hereby amended by substituting
the first sentence thereof with the following sentence:
Company, Mr. Kluge, Mr. Subotnick and Metromedia
beneficially own 637,500 shares of Orion's Common
Stock, which figure includes 532,260 shares issuable
upon the exercise of the Orion Warrants.
Paragraph 5(a) is hereby amended further by adding
thereto the following paragraph:
The wife of Stuart Subotnick also owns 5,000
additional shares, which were purchased on Septem-
ber 16, 1986; Mr. Subotnick disclaims beneficial
ownership of such shares.
Paragraph 5(b) is amended in full by substi-
tuting therefor the following sentence:
Company, Mr. Kluge, Mr. Subotnick and Metromedia
have sole power to vote and dispose of the 637,500
shares owned directly by
<PAGE>
Metromedia, and Mr. Kluge has
sole power to vote and dispose of the 20,000 shares
owned directly by him.
Item 6. Contracts, Arrangements, Understandings and Rela-
tionships with Respect to Securities of the
Issuer.
Item 6 is hereby amended in full by substituting
there for the following paragraphs:
On October 28, 1986, Company and Orion entered
into a Purchase Agreement (the "Purchase Agreement")
pursuant to which Company agreed to acquire and Orion
agreed to sell 91,600,000 shares of Orion Common Stock
at an aggregate purchase price of $20,400,000 in cash,
or $12.75 per share. The closing under the Purchase
Agreement will take place following the termination of
the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 and the satisfaction
of certain other conditions precedent. The transaction
will be effected by simultaneous delivery of the
acquired securities and the cash payment at the offices
of Orion, 711 Fifth Avenue, New York, New York 10022.
There are no other contracts, arrangements, under-
standings or relationships (legal or otherwise) among
the persons named in Item 2 and between such persons
and any person with respect to any securities of Orion.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended by adding thereto the
following sentences:
Exhibit 2 - Additional Item 2 information with
respect to each executive officer of Company including
John W. Kluge and Stuart Subotnick.
Exhibit 3 - Conformed copy of the Purchase
Agreement disclosed in Item 6.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information
set forth in this statement is true, complete and correct.
Dated: , 1986
Stuart Subotnick
Executive Vice President
Metromedia, Inc.
Stuart Subotnick
General Partner
Metromedia Company
John W. Kluge
Stuart Subotnick
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)
ORION PICTURES CORPORATION
(Name of Issuer)
Common Stock, $.25 Par Value
(Title of Class of Securities)
686285-10-7
(CUSIP Number)
ARNOLD L. WADLER
Senior Vice President, Secretary and
General Counsel, Metromedia, Inc.
One Harmon Plaza, Secaucus, New Jersey 07094
Tel. No: (201) 348-3244
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
Not applicable
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ___.
Check the following box if a fee is being paid with the statement ___.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
The remainder of this cover page shall be filled out for a reporting
person's 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 page(s))
<PAGE>
This Amendment No. 1 supplements the Schedule 13D filed on
June 2, 1986 by John W. Kluge and Metromedia, Inc. in the
following respect only (capitalized terms used herein shall
have the meaning ascribed to such terms in the Sched-
ule 13D):
Item 5. Interest in Securities of the Issuer.
Stuart Subotnick, the Executive Vice President and
a Director of Metromedia, Inc., is the beneficial owner of
10,000 shares of Orion Common Stock, which he acquired more
than 60 days prior to May 22, 1986. Mr. Subotnick has the
sole power to vote and to dispose of such shares.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information
set forth in this statement is true, complete and correct.
Dated: June 12, 1986
Stuart Subotnick
Executive Vice President
Metromedia, Inc.
After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information
set forth in this statement is true, complete and correct.
Dated: June 12, 1986
John W. Kluge
<PAGE>
This Amendment No. 1 supplements the Schedule 13D filed on
June 2, 1986 by John W. Kluge and Metromedia, Inc. in the
following respect only (capitalized terms used herein shall
have the meaning ascribed to such terms in the Sched-
ule 13D):
Item 5. Interest in Securities of the Issuer.
Paragraph 5(a) is hereby amended by adding thereto
the following sentence:
The wife of Stuart Subotnick, the Executive Vice
President and a Director of Metromedia, Inc., owns 10,000
shares of Orion Common Stock, which were purchased more than
60 days prior to May 22, 1986; Mr. Subotnick disclaims
beneficial ownership of such shares.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information
set forth in this statement is true, complete and correct.
Dated: August 29, 1986 /s/ Stuart Subotnick
Stuart Subotnick
Executive Vice President
Metromedia, Inc.
After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information
set forth in this statement is true, complete and correct.
Dated: August 29, 1986 /s/ John W. Kluge
John W. Kluge
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
ORION PICTURES CORPORATION
(Name of Issuer)
Common Stock, $.25 Par Value
(Title of Class of Securities)
686285-10-7
(CUSIP Number)
Leonard B. Pack, Secretary, Metromedia, Inc.
1 Harmon Plaza, Secaucus, NJ 07094
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
May 22, 1986
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ___.
Check the following box if a fee is being paid with the statement _X_.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
The remainder of this cover page shall be filled out for a reporting
person's 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 page(s))
SCHEDULE 13d
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Metromedia, Inc.
(I.R.S. Identification No. 13-1805096)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Metromedia Company disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
637,500 (includes 532,260 shares issuable
upon exercise of currently exercisable
warrants)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 637,500 (includes 532,260 shares issuable
WITH upon exercise of currently exercisable
warrants)
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
637,500 (includes 532,260 shares issuable upon exercise of
currently exercisable warrants)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 686285-10-7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John W. Kluge - S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
John W. Kluge disclaims membership in a group although (b) X
a group might be deemed to exist.
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
657,500. Includes 20,000 shares owned
directly and 637,500 shares (including
532,260 shares issuable upon exercise of
currently exercisable warrants) beneficially
owned through Metromedia, Inc.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 657,500. Includes 20,000 shares owned
WITH directly and 637,500 shares (including
532,260 shares issuable upon exercise of
currently exercisable warrants) beneficially
owned through Metromedia, Inc.
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
657,500. Includes 20,000 shares owned directly and 637,500
shares (including 532,260 shares issuable upon exercise of
currently exercisable warrants) beneficially owned through
Metromedia, Inc..
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
14 TYPE OF REPORTING PERSON
IN
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Item 1. Security and Issuer.
This Statement relates to the Common Stock, $.25
par value, ("Orion Common Stock") of Orion Pictures
Corporation ("Orion"). The principal executive offices of
Orion are located at 711 Fifth Avenue, New York, New York
10022.
Item 2. Identity and Background.
This Statement is filed by Metromedia, Inc., a
Delaware corporation ("Metromedia") and by John W. Kluge.
Metromedia's principal business is telecommunications. The
address of its principal business is 429 Sylvan Avenue,
Englewood Cliffs, New Jersey 07632. Metromedia's principal
office address is One Harmon Plaza, Secaucus, New Jersey
07094. John W. Kluge is a director of Metromedia, its
Chairman of the Board, President and Chief Executive Offi-
cer, and is the holder of 97.42% of its voting common stock.
Mr. Kluge's business address is 205 East 67th Street,
New York, NY 10021. He has been a director of Orion since
his election to that position by the Board of Directors of
Orion on January 24, 1986. Neither Mr. Kluge nor Metromedia
(nor, to the best knowledge of Metromedia, any of its other
executive officers or directors) has, during the last five
years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) nor has any of
them been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of
which any of them was or is subject to a judgement, decree
or final order enjoining future violations of, or prohibit-
ing or mandating activities subject to, federal or state
securities laws or finding any violation with respect to
such laws.
Exhibit 1 to this Statement, which is incorporated
herein by reference, lists the name; residence or business
address; present principal occupation or employment and the
name, principal business and address of any corporation or
other organization in which such employment is conducted;
and citizenship of each executive officer and director of
Metromedia, including John W. Kluge.
Item 3. Source and Amount of Funds or Other Consideration.
The $5,093,940 aggregate cost of the 105,240
shares of Orion Common Stock and the 532,260 warrants
expiring February 19, 1992 and which are immediately
exercisable and entitle the holder to purchase 532,260
shares of Orion Common Stock at a price of $6.00 per share
(Orion Warrants) was borrowed by Metromedia from Manu-
facturers Hanover Trust Company pursuant to a loan made in
the ordinary course of business by that bank under Metro-
media's existing credit facility with such bank.
Item 4. Purpose of Transaction.
Each of Metromedia and John W. Kluge has acquired
the subject securities of Orion for investment. Each of
them may, from time to time, evaluate the status of such
investment in the light of then existing conditions.
Item 5. Interest in Securities of the Issuer.
(a) Metromedia beneficially owns directly 637,500
shares of Orion's Common Stock, which figure includes
532,260 shares issuable upon the exercise of the Orion
Warrants. Such 637,500 shares constitute approximately 6.3%
of the outstanding shares of Orion Common Stock (assuming
exercise of the Orion Warrants). Mr. Kluge also directly
owns beneficially an additional 20,000 shares of Orion
Common Stock which, together with the Orion securities owned
directly by Metromedia, constitute approximately 6.5% of the
outstanding shares of Orion Common Stock (assuming exercise
of the Orion Warrants).
(b) Metromedia and John W. Kluge have sole power
to vote and to dispose of the 637,500 shares owned directly
by Metromedia, and Mr. Kluge has sole power with respect to
the voting and disposition of the 20,000 shares owned
directly by him.
(c) In simultaneous, privately negotiated trans-
actions, Metromedia purchased 105,240 shares of Orion Common
Stock at a price of $13.00 per share and 532,260 Orion War-
rants at a price of $7.00 per Warrant. The transaction took
place on May 22, 1986 and was effected by simultaneous
delivery of the acquired securities and the cash payment at
the offices of Metromedia, Inc., 1 Harmon Plaza, Secaucus,
New Jersey 07094.
(d) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Rela-
tionships with Respect to Securities of the
Issuer.
There are no contracts, arrangements, understand-
ings or relationships (legal or otherwise) among the persons
named in Item 2 and between such persons and any person with
respect to any securities of Orion.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 - Additional Item 2 information with
respect to each executive officer and director of Metromedia
including John W. Kluge.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information
set forth in this statement is true, complete and correct.
Dated: May 30, 1986 STUART SUBOTNICK
Stuart Subotnick
Executive Vice President
Metromedia, Inc.
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SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information
set forth in this statement is true, complete and correct.
Dated: May 30, 1986 /s/ John W. Kluge
John W. Kluge
