UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 38)
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)
April 12, 1995
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed a statement on Schedule 13D 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.
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Page 2
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).
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SCHEDULE 13D
CUSIP No. 686285-50-3 Page of Pages
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]
Metromedia Company disclaims membership in a group although
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 7,195,325 shares
BENEFICIALLY OWNED
BY EACH REPORTING 8 SHARED VOTING POWER
PERSON
WITH 9 SOLE DISPOSITIVE POWER
7,195,325 shares
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,195,325 shares
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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 Page of Pages
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]
John W. Kluge disclaims membership in a group although
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.
NUMBER OF 7 SOLE VOTING POWER
SHARES 11,215,325 Includes 4,020,000 shares owned directly
BENEFICIALLY OWNED and 7,195,325 shares beneficially owned through
BY EACH REPORTING Metromedia Company.
PERSON
WITH 8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
11,215,325 Includes 4,020,000 shares owned directly
and 7,195,325 shares beneficially owned through
Metromedia Company.
10 SHARED DISPOSITIVE POWER
<PAGE>
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 Page of Pages
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]
Stuart Subotnick disclaims membership in a group, although 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.
NUMBER OF 7 SOLE VOTING POWER
SHARES 7,195,325 shares beneficially owned through
BENEFICIALLY OWNED Metromedia Company.
BY EACH REPORTING
PERSON 8 SHARED VOTING POWER
WITH
9 SOLE DISPOSITIVE POWER
7,195,325 shares beneficially owned through
Metromedia Company.
10 SHARED DISPOSITIVE POWER
<PAGE>
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
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AMENDMENT No. 38 TO SCHEDULE 13D
THIS Amendment No. 38, 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,
1999; Amendment No. 34 thereto filed on November 12, 1992; Amendment No. 35
thereto filed on June 23, 1993; Amendment No. 36 thereto filed on June 23,
1993; and Amendment No. 37 thereto filed on October 14, 1994 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:
Metromedia and the Lender entered into Amendment No. 1 dated as of
April 12, 1995 (a copy of such Amendment No. 1 is attached hereto as
Exhibit 35) to the Credit Agreement (a copy of which was previously
attached hereto as Exhibit 33) pursuant to which the term of the Loan was
extended to the earlier of (x) December 31, 1995, (y) a termination of the
proposed mergers (the "Mergers") of the Issuer, Metromedia International
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Telecommunications, Inc. and MCEG Sterling Incorporated with and into the
Lender or (z) the consummation of the proposed Mergers.
Item 7. Material to be Filed as Exhibits.
The following exhibits are annexed hereto:
Exhibit 35 - Amendment No. 1 dated as of April 12, 1995 to the
Credit Agreement dated as of October 11, 1994
between Metromedia Company and The Actava Group
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: April 20, 1995
/s/ STUART SUBOTNICK
-------------------------
Stuart Subotnick
General Partner
Metromedia Company
/s/ JOHN W. KLUGE
--------------------------
John W. Kluge
/s/ STUART SUBOTNICK
--------------------------
Stuart Subotnick
EXHIBIT 35
AMENDMENT NO. 1, dated as of April 12, 1995 (this "Amendment"), to
the Credit Agreement dated as of October 11, 1994 (the "Credit Agreement"),
between The Actava Group Inc., a Delaware corporation (the "Lender"), and
Metromedia Company, a Delaware general partnership (the "Borrower").
The Borrower has requested that the Lender amend certain
provisions of the Credit Agreement. Each party is willing, on the terms,
subject to the conditions and to the extent set forth below, to enter into
such an amendment.
In consideration of the premises and the agreements, provisions
and covenants herein contained, the parties hereto hereby agree, on the
terms and subject to the conditions set forth herein, as follows:
Section I. Amendment of the Credit Agreement. Section 1.1 of the
Credit Agreement is hereby amended as follows:
A. The definition of "Actava Termination Event" is hereby
amended and restated in its entirety to read as follows:
"Actava Termination Event: the abandonment or termination
of the Merger Agreement by any party thereto pursuant to Article 14
thereof."
B. The definition of "Business Combination" is hereby amended
and restated in its entirety to read as follows:
"Business Combination: the mergers, pursuant to the Merger
Agreement, of each of Orion, MITI and Sterling with and into Actava,
with Actava being the surviving corporation of each of such mergers."
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C. The following definition of "Merger Agreement" is hereby
inserted after the definition of "Material Adverse Effect" and before
the definition of "MITI":
"Merger Agreement: the Agreement and Plan of Merger dated
as of April 12, 1995 among Actava, Orion, Sterling and MITI."
D. The definition of "Orion/MITI Termination Event" is hereby
amended and restated in its entirety to read as follows:
"Orion/MITI Termination Event: the abandonment or
termination of the Merger Agreement by Orion or MITI pursuant to
Article 14 thereof."
E. The definition of "Termination Date" is hereby amended and
restated in its entirety to read as follows:
"'Termination Date': the earlier of (x) December 31, 1995,
(y) the date which is three months following the date of an Actava
Termination Event or (z) the consummation of the Business
Combination."
SECTION II. Representations and Warranties. The Borrower
represents and warrants to the Lender that:
A. This Amendment has been duly and validly authorized,
executed and delivered by it and constitutes its legal, valid and
binding obligation, enforceable in accordance with its terms except as
such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors'
rights generally and by general equity principles (regardless of
whether such enforceability is considered in a proceeding at law or in
equity).
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B. Before and after giving effect to this Amendment, the
representations and warranties set forth in Section 3 of the Credit
Agreement are true and correct in all material respects with the same
effect as if made on the date hereof (or, if any such representation
or warranty is expressly stated to have been made as of a specific
date, as if made on such date).
C. Before and after giving effect to this Amendment, no
Event of Default or Default has occurred and is continuing.
D. It shall be an Event of Default for all purposes of the
Credit Agreement as amended hereby, if any representation, warranty or
certification made by the Borrower in this Amendment, or in any
certificate, document or financial or other statement furnished by it
at any time under or in connection with this Amendment shall prove to
have been incorrect in any material respect on or as of the date made
or deemed made.
SECTION III. Credit Agreement. Except as specifically amended
hereby, the Credit Agreement shall continue in full force and effect in
accordance with the provisions thereof as in existence on the date hereof.
After the date hereof, any reference to the Credit Agreement shall mean the
Credit Agreement as amended hereby.
SECTION IV. Definitions. Capitalized terms used but not
defined herein shall have the respective meanings ascribed to such terms in
the Credit Agreement.
SECTION V. Binding Effect. This Amendment shall be binding upon
and inure to the benefit of the parties hereto and their respective
successors and assigns.
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SECTION VI. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION VII. Counterparts. This Amendment may be executed in
two or more counterparts, each of which shall constitute an original but
all of which when taken together shall constitute but one contract.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed by their respective authorized officers as of the day
and year first written above.
METROMEDIA COMPANY
/s/Silvia Kessel
--------------------
Name: Silvia Kessel
Title: Senior Vice President
THE ACTAVA GROUP INC.
/s/John D. Phillips
------------------------
Name: John D. Phillips
Title: President and CEO
