AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 18, 1995
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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Filed by the Registrant X
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Sec.240.14a-11(c) or Sec.240.14a-12
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ORION PICTURES CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
XFee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration No.:
3) Filing Party:
4) Date Filed:
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<PAGE>
SUPPLEMENT TO THE JOINT PROXY STATEMENT DATED SEPTEMBER 28, 1995 OF
THE ACTAVA GROUP INC.,
ORION PICTURES CORPORATION,
METROMEDIA INTERNATIONAL TELECOMMUNICATIONS, INC.
AND
MCEG STERLING INCORPORATED
FOR
MEETINGS OF STOCKHOLDERS TO
BE HELD ON NOVEMBER 1, 1995
AND TO THE
PROSPECTUS OF
THE ACTAVA GROUP INC.
SHARES OF COMMON STOCK, $1.00 PAR VALUE
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October 16, 1995
The following information (the "Supplement") amends and supplements the
Joint Proxy Statement/Prospectus, dated September 28, 1995 (the "Joint Proxy
Statement/Prospectus"), of The Actava Group Inc., a Delaware corporation
("Actava"), Orion Pictures Corporation, a Delaware corporation ("Orion"),
Metromedia International Telecommunications, Inc., a Delaware corporation
("MITI"), and MCEG Sterling Incorporated, a Delaware corporation ("Sterling"). A
copy of the Joint Proxy Statement/Prospectus has been sent to you previously. An
additional copy of the Joint Proxy Statement/Prospectus will be furnished
without charge, upon written or oral request to stockholders of Actava, Orion,
MITI or Sterling, respectively, by requesting a copy thereof from Actava, 945
East Paces Ferry Road, Suite 2210, Atlanta, Georgia 30326, from Orion, 1888
Century Park East, Los Angeles, California 90067, from MITI, 41 West Putnam
Avenue, Greenwich, Connecticut 06830 and from Sterling, 1888 Century Park East,
Suite 1777, Los Angeles, California 90067-1721. Certain information contained in
this Supplement modifies, and should be read in conjunction with, the Joint
Proxy Statement/Prospectus. Capitalized terms used but not defined herein shall
have the meanings set forth in the Joint Proxy Statement/Prospectus.
Cross-references set forth in this Supplement are to material in the Joint Proxy
Statement/Prospectus.
MEETINGS OF STOCKHOLDERS
The Special Meeting of the stockholders of Actava is scheduled to be held on
November 1, 1995 at 9:00 a.m. local time in the Conference Center, Resurgens
Plaza, 945 East Paces Ferry Road, Atlanta, Georgia 30326 (the "Actava Special
Meeting"). The Special Meeting of the stockholders of Orion is scheduled to be
held on November 1, 1995 at 9:00 a.m. local time in the Concourse Level at 1285
Avenue of the Americas, New York, New York 10019 (the "Orion Special Meeting").
The Special Meeting of the stockholders of Sterling is scheduled to be held on
November 1, 1995 at 9:00 a.m. local time in the Concourse Level at 1285 Avenue
of the Americas, New York, New York 10019 (the "Sterling Special Meeting"; and
together with the Orion Special Meeting and the Actava Special Meeting, the
"Meetings"). In lieu of MITI holding a Special Meeting of the stockholders of
MITI, the holders of MITI Common Stock will be asked, in accordance with Section
228 of the Delaware General Corporation Law, to act by written consent with
respect to the matters described herein that are subject to their approval.
The purpose of the Meetings is to consider and vote upon the terms of an
Amended and Restated Agreement and Plan of Merger dated as of September 27, 1995
(the "Merger Agreement") among Orion, Actava, MITI, Sterling, OPC Merger Corp.,
a newly formed, wholly-owned subsidiary of Actava ("OPC Mergerco"), and MITI
Merger Corp., a newly formed, wholly-owned subsidiary of Actava ("MITI
Mergerco"). The Merger Agreement amends and restates in its entirety an
Agreement and Plan of Merger dated as of April 12, 1995 (the "Initial Merger
Agreement") among Actava, Orion, Sterling and MITI. Pursuant to the Merger
Agreement, at the Effective Time (as defined below),
<PAGE>
(i) Orion will merge with and into OPC Mergerco (the "Orion Merger") with OPC
Mergerco being the surviving corporation of the Orion Merger, (ii) MITI will
merge with and into MITI Mergerco (the "MITI Merger") with MITI Mergerco being
the surviving corporation of the MITI Merger, and (iii) Sterling will merge with
and into Actava (the "Sterling Merger" and together with the Orion Merger and
the MITI Merger, the "Mergers") with Actava being the surviving corporation of
the Sterling Merger. OPC Mergerco, as the surviving corporation of the Orion
Merger, will be renamed "Orion Pictures Corporation" and will continue the
business and operations of Orion and Sterling (see below). MITI Mergerco, as the
surviving corporation of the MITI Merger, will be renamed "Metromedia
International Telecommunications, Inc." and will continue the business and
operations of MITI. Actava, as the surviving corporation of the Sterling Merger,
will be renamed "Metromedia International Group, Inc." and will then transfer
the operating assets of Sterling to New Orion.
CONSUMMATION OF THE MERGERS REMAINS SUBJECT TO, AMONG OTHER THINGS, THE
APPROVAL OF THE STOCKHOLDERS OF EACH OF ACTAVA, ORION, MITI AND STERLING.
At the effective time of the Mergers (the "Effective Time"):
. Holders of Orion Common Stock will receive a number of shares of
Common Stock for each share of Orion Common Stock (the "Orion Exchange
Ratio") determined pursuant to a formula as more fully described in the
Joint Proxy Statement/Prospectus (assuming that the Determination Date (as
defined below) occurred on September 20, 1995, holders of Orion Common Stock
would have received .57143 shares of Common Stock for each share of Orion
Common Stock);
. Holders of MITI Common Stock will receive a number of shares of Common
Stock for each share of MITI Common Stock (the "MITI Exchange Ratio")
determined pursuant to a formula as more fully described in the Joint Proxy
Statement/Prospectus (assuming that the Determination Date occurred on
September 20, 1995, holders of MITI Common Stock would have received 5.54937
shares of Common Stock for each share of MITI Common Stock); and
. Holders of Sterling Common Stock will receive a number of shares of
Common Stock for each share of Sterling Common Stock (the "Sterling Exchange
Ratio") determined pursuant to a formula as more fully described in the
Joint Proxy Statement/Prospectus (assuming that the Determination Date
occurred on September 20, 1995, holders of Sterling Common Stock would have
received .04627 shares of Common Stock for each share of Sterling Common
Stock).
A toll-free number (800-846-1635) has been established from which
stockholders, commencing from the date of the Joint Proxy Statement/Prospectus
and continuing until the date of the Meetings, can obtain information regarding
the Orion Exchange Ratio, the MITI Exchange Ratio and the Sterling Exchange
Ratio as of each such date, the Actava Average Closing Price as of each such
date and the number of outstanding shares of Orion Common Stock, MITI Common
Stock and Sterling Common Stock as of each date during such period. Such
information will be updated daily following the close of business, New York City
time, and the Orion Exchange Ratio, the MITI Exchange Ratio and the Sterling
Exchange Ratio will be finally determined in accordance with the terms of the
Merger Agreement on the Determination Date (i.e., the day which is five calendar
days prior to the day of the Meetings--October 27, 1995).
ORION, ACTAVA AND STERLING PROXIES
A proxy card has been enclosed with this Supplement. Stockholders of Orion,
Actava and Sterling should complete and return the proxy card accompanying this
Supplement if they have not previously completed and returned a proxy card or if
they desire to revoke any proxy previously given. All properly executed proxy
cards delivered pursuant to these solicitations and not revoked will be voted at
the respective Meetings in accordance with the directions given. IF NO SPECIFIC
INSTRUCTIONS ARE GIVEN WITH REGARD TO THE MATTERS TO BE VOTED UPON, THE SHARES
OF ORION COMMON STOCK, THE SHARES OF COMMON STOCK
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OR THE SHARES OF STERLING COMMON STOCK, AS THE CASE MAY BE, REPRESENTED BY A
SIGNED PROXY CARD WILL BE VOTED "FOR" EACH OF THE PROPOSALS LISTED ON THE
RESPECTIVE PROXY CARDS. If any other matters properly come before the Orion
Special Meeting, the Actava Special Meeting or the Sterling Special Meeting, as
the case may be, the persons named as proxies will vote upon such matters
according to their judgment.
All proxy cards delivered pursuant to this solicitation are revocable at any
time prior to the Orion Special Meeting, the Actava Special Meeting, or the
Sterling Special Meeting at the option of the persons executing them, in the
case of Orion Stockholders, by giving written notice to the Secretary of Orion,
by delivering a later dated proxy card or by voting in person at the Orion
Special Meeting, in the case of Actava Stockholders, by giving written notice to
the Secretary of Actava, by delivering a later dated proxy card or by voting in
person at the Actava Special Meeting, or in the case of Sterling Stockholders,
by giving written notice to the Secretary of Sterling, by delivering a later
dated proxy card or by voting in person at the Sterling Special Meeting. All
written notices of revocation and other communications with respect to
revocations of proxies should be addressed by Orion Stockholders to: Orion
Pictures Corporation, 1888 Century Park East, Seventh Floor, Los Angeles, CA
90067, Attention: John W. Hester, Secretary, by Actava Stockholders to: The
Actava Group Inc., 945 East Paces Ferry Road, Suite 2210, Atlanta, GA 30326,
Attention: Walter M. Grant, Secretary, and by Sterling Stockholders to: MCEG
Sterling Incorporated, 1888 Century Park East, Suite 1777, Los Angeles, CA
90067, Attention: Kathleen E. Morris, Secretary. In addition, both proxies and
revocations of proxies may be given by Orion Stockholders and Actava
Stockholders by delivering to Chemical Mellon Shareholder Services, by means of
facsimile at (201) 296-4956, or by Sterling Stockholders by delivering to
Sterling by means of facsimile at (310) 282-8303, in each case before 6:00 p.m.,
New York City time, on the business day immediately preceding the Meetings, both
sides of an executed form of proxy or notice of revocation bearing a later date
than the earlier delivered proxy.
RECENT DEVELOPMENTS--TRITON
On October 12, 1995, Triton Group Ltd. filed with the Commission Amendment
No. 12 to its Schedule 13D ("Amendment No. 12") relating to its ownership of
Common Stock. In Amendment No. 12, Triton disclosed that on October 12, 1995, it
had entered into a letter agreement (the "Triton Letter Agreement") with Actava
pursuant to which Actava agreed to register approximately 3,000,000 shares of
Common Stock held by Triton on a Form S-3 registration statement (the "Triton
Form S-3"). The Triton Form S-3 was filed with the Commission on October 13,
1995. Pursuant to the Triton Letter Agreement, Actava agreed to use all
reasonable efforts to cause the Triton Form S-3 to remain effective until ninety
days after the consummation of the Mergers. On October 13, 1995, Triton
delivered to Actava executed proxies covering all of Triton's shares of Common
Stock, which will enable Actava's proxyholders to vote all of the Actava shares
held by Triton in favor of the Mergers. In the Triton Letter Agreement, Triton
agreed that it will not revoke, amend or rescind such proxies, unless proxies
are required to be resolicited from all stockholders of Actava as a result of a
material change in information regarding the Mergers contained in the Joint
Proxy Statement/Prospectus as supplemented hereby. Triton also agreed to pay
certain reasonable out-of pocket expenses incurred by Actava in effecting the
registration. Both parties will cooperate with each other to ensure the
concurrent application of the net proceeds of any offering first to repay in
full all obligations of Triton under the Amended and Restated Loan Agreement
between Triton and Actava. In addition, Actava and Triton will provide the other
with certain indemnification regarding the Triton Form S-3.
Subject to favorable market conditions, including, in particular, the stock
price of the Common Stock, Triton intends to sell all or a portion of its shares
of Common Stock being registered under the
Triton Form S-3. Such sales may primarily consist of block transactions but also
may involve market transactions or other transactions effected through a
registered broker dealer. Actava has agreed with Triton to use its reasonable
efforts to assist Triton in its sales effort. In addition, Triton may distribute
a portion of its shares of Common Stock to its stockholders.
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<PAGE>
Triton has also agreed to pay the reasonable costs and expenses associated
with the preparation and mailing of this Supplement, up to a maximum of $35,000.
As was disclosed in the Joint Proxy Statement/Prospectus, as of the record
date for the Actava Special Meeting, directors, executive officers and
affiliates of Actava owned beneficially an aggregate of 5,199,991 shares of
Common Stock (excluding shares which may be received upon the exercise of
options to acquire shares of Common Stock), or approximately 29.8% of the
outstanding shares of Common Stock. Included among the 5,199,991 shares of
Common Stock owned beneficially by Actava's directors, executive officers and
affiliates is an aggregate of 4,413,598 shares of Common Stock, or approximately
25.3% of the outstanding shares of Common Stock, owned by Triton. As a result of
the developments described above, it is anticipated that all such shares of
Common Stock held by Actava's directors, officers and affiliates will be voted
in favor of the Merger Agreement.
Pursuant to the Triton Letter Agreement, Triton agreed with Actava, subject
to the consummation of the Mergers, to waive the provisions of the Triton
Stockholders Agreement requiring that the Board of Directors of Actava consist
of nine members and that Triton be entitled to designate one member of the Board
of Directors of Actava. As a result of Triton's agreement to waive its rights
under the Triton Stockholders Agreement to appoint one director to the Surviving
Corporation's Board of Directors, at the Effective Time, the number of members
of the Surviving Corporation's Board of Directors will be fixed at ten persons
to be designated prior to the Effective Time. Six of the ten directors are to be
designated by Orion and the remaining four directors are to be designated by
Actava. It is currently anticipated that Messrs. John W. Kluge, Stuart
Subotnick, Richard J. Sherwin, Arnold L. Wadler and Leonard White and Ms. Silvia
Kessel will be designated by Orion to the Surviving Corporation's Board of
Directors and that John D. Phillips, Carl E. Sanders, John P. Imlay Jr. and
Clark A. Johnson will be designated by Actava to the Surviving Corporation's
Board of Directors.
Certain biographical, share ownership and other pertinent information
regarding the persons who will serve as directors or executive officers of
the Surviving Corporation is incorporated by reference herein from documents
filed by Actava and Orion with the Commission pursuant to the Exchange Act and
is included elsewhere in the Joint Proxy Statement/Prospectus. Such information
regarding Messrs. Kluge, Subotnick, Wadler and White and Ms. Kessel can be found
in Orion's Form 10-K/A Amendment No. 1 filed on June 28, 1995 amending Orion's
Annual Report on Form 10-K for the fiscal year ended February 28, 1995 (File No.
1-5979). Such information regarding Messrs. Phillips, Sanders, Imlay and Johnson
can be found in Actava's Form 10-K/A Amendment No. 1 filed on April 28, 1995
amending Actava's Annual Report on Form 10-K for the year ended December 31,
1994 (File No. 1-5706). See "AVAILABLE INFORMATION" and "INCORPORATION OF
CERTAIN DOCUMENTS BY REFERENCE." For information regarding Mr. Sherwin, See
"INFORMATION REGARDING MITI--Nominee to Surviving Corporation's Board of
Directors."
RECENT DEVELOPMENTS--PUBLIC TRADING MARKET
It is a condition to the consummation of the Mergers that the outstanding
shares of Common Stock and the shares of Common Stock to be isued in the Mergers
be accepted for listing on the NYSE or the AMEX or accepted for quotation on the
NASDAQ/NMS. The outstanding shares of Common Stock and the shares of Common
Stock to be issued in the Mergers have been accepted for listing on the AMEX,
subject to an official notice of issuance.
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