UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Filed Pursuant to Section 13 OR 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 31, 1995
ORION PICTURES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-5979 13-1680528
(State or other jurisdiction (Commission File (IRS Employer Identification
of incorporation) Number) Number)
1888 Century Park East
Los Angeles, California 90067
(Address of principal executive offices)
Registrant's telephone number, including area code: (310) 282-0550
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Item 5. OTHER EVENTS
On September 1, 1995, Orion Pictures Corporation ("Orion"),
disseminated a press release announcing that as of August 31, 1995, it
had not satisfied certain mandatory minimum payment amounts under the
indentures pursuant to which Orion's Talent Notes due March 1, 1999
("Talent Notes") and Orion's Creditor Notes due March 1, 1999 ("Creditor
Notes") were issued. As previously announced, Orion has signed a
definitive merger agreement to combine with The Actava Group Inc.,
Metromedia International Telecommunications, Inc. and MCEG Sterling
Incorporated to form a new entity, Metromedia International Group, Inc.
It is a condition to the consummation of the merger agreement that
substantially all of Orion's indebtedness, including the Talent Notes and
the Creditor Notes be refinanced in full. Orion is currently in
negotiations with a major commercial bank to provide financing to
refinance Orion's indebtedness. In addition to the refinancing of
Orion's indebtedness, the consummation of the merger remains subject to a
number of conditions precedent, including shareholder approval and
certain other customary conditions. The press release is filed as an
exhibit to this Report.
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Item 7. FINANCIAL STATEMENTS, PRO FORMA
FINANCIAL INFORMATION AND EXHIBITS
(c) The following are exhibits to this Report and are filed
herewith:
Exhibit 99 Press Release dated September 1, 1995,
announcing that Orion had not satisfied certain
mandatory minimum payment amounts under the
indentures pursuant to which its Talent Notes
due March 1, 1999 and its Creditor Notes due
March 1, 1999 were issued.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
ORION PICTURES CORPORATION
(Registrant)
By: /S/ JOHN W. HESTER
------------------------
John W. Hester
Executive Vice President
and General Counsel
Dated: September 7, 1995
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EXHIBIT INDEX
ORION PICTURES CORPORATION
Current Report on Form 8-K
Dated August 31, 1995
EXHIBIT NO. DESCRIPTION
99 Press Release dated September 1, 1995,
announcing that Orion had not satisfied
certain mandatory minimum payment amounts
under the indentures pursuant to which its
Talent Notes due March 1, 1999 and its
Creditor Notes due March 1, 1999 were
issued.
EXHIBIT 99
ORION PICTURES CORPORATION NEWS
FOR IMMEDIATE RELEASE
LOS ANGELES, SEPT. 1, 1995 --- Orion Pictures Corporation (NASDAQ:ORPC)
announced today that as of August 31, 1995, it had not satisfied certain
mandatory minimum payment amounts under the indentures pursuant to which
Orion's Talent Notes due March 1, 1999, and Orion's Creditor Notes due
March 1, 1999, were issued.
As previously announced, Orion has signed a definitive merger
agreement to combine with The Actava Group Inc. (NYSE:ACT), Metromedia
International Telecommunications, Inc. and MCEG Sterling Incorporated
(NASDAQ:MCEG) to form a new entity, Metromedia International Group, Inc.
It is a condition to the consummation of the merger agreement that
substantially all of Orion's indebtedness, including the Talent Notes and
the Creditor Notes be refinanced in full. Orion is currently in
negotiations with a major commercial bank to provide financing to
refinance Orion's indebtedness. In addition to the refinancing of
Orion's indebtedness, the consummation of the merger remains subject to a
number of precedent conditions, including shareholder approval and
certain other customary conditions.
# # #
1888 Century Park East, Los Angeles, California 90067-1728
(310) 282-0550 Fax: (310) 201-0798
