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): September 7, 1995
ORION PICTURES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-5979 13-1680528
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification 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 8, 1995, Orion Pictures Corporation ("Orion"),
disseminated a press release announcing that on September 7, 1995 it had
entered into a commitment letter with Chemical Bank in which Chemical
Bank and its affiliate, Chemical Securities Inc., have agreed to provide
certain financing arrangements in connection with the previously
announced merger of Orion with The Actava Group Inc. ("Actava"), MCEG
Sterling Incorporated and Metromedia International Telecommunications,
Inc.
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 8, 1995.
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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 14, 1995
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EXHIBIT INDEX
ORION PICTURES CORPORATION
Current Report on Form 8-K
Dated September 7, 1995
EXHIBIT NO. DESCRIPTION
99 Press Release dated September 8, 1995.
EXHIBIT 99
ORION PICTURES CORPORATION NEWS
FOR IMMEDIATE RELEASE
ORION PICTURES AND CHEMICAL BANK
ENTERING NEW CREDIT FACILITY
LOS ANGELES, SEPT. 8, 1995 --- Orion Pictures Corporation (NASDAQ:ORPC)
announced today that it has entered into a commitment letter with
Chemical Bank in which Chemical Bank and its affiliate, Chemical
Securities, Inc., have agreed to provide certain financing arrangements
in connection with the previously announced merger of Orion with The
Actava Group Inc. (NYSE:ACT), MCEG Sterling Incorporated (OTC:MCEG) and
Metromedia Telecommunications, Inc. (MITI) which will form a new entity
to be named Metromedia International Group.
Chemical's commitment to provide such financing remains subject
to a number of conditions precedent, including the consummation of the
merger of the four companies, Chemical's satisfactory due diligence
review of Orion and other customary conditions.
The financing to be provided by Chemical to Orion consists of a
$135 million secured term loan and a secured revolving credit facility of
up to $50 million, each secured by substantially all of Orion's assets.
The revolving credit facility also will be guaranteed by Metromedia
Company, Orion's majority stockholder, and John D. Phillips, the chief
executive officer of Actava.
The proceeds of the term loan portion of the Chemical financing
will be used to refinance a majority of Orion's indebtedness, including
Orion's Talent Notes due 1999 and Orion's Creditor Notes due 1999. As
Orion has previously disclosed, as of August 31, 1995, it had not
satisfied certain mandatory minimum amounts under the indentures pursuant
to which such notes were issued. The $50 million revolving line of
credit will be used to finance the production and acquisition of new film
product by Orion and for general working capital purposes.
The previously announced merger of the four companies remains
subject to a number of conditions, including the successful refinancing
of the currently outstanding indebtedness of Orion, shareholder approval
and other customary conditions.
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1888 Century Park East, Los Angeles, California 90067-1728
(310) 282-0550 Fax: (310) 201-0798
