ACTAVA GROUP INC, 10-K/A, 1994-10-07

ACTAVA GROUP INC
10-K/A, 1994-10-07
PHOTOFINISHING LABORATORIES

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 10-K/A

AMENDMENT NO. 3

(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER 1-5706.

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THE ACTAVA GROUP INC.
(EXACT NAME OF REGISTRANT, AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C>
DELAWARE 58-0971455
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>

4900 GEORGIA-PACIFIC CENTER, ATLANTA, GEORGIA 30303
(ADDRESS AND ZIP CODE OF PRINCIPAL EXECUTIVE OFFICES)

(404) 658-9000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

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SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

<TABLE>
<CAPTION>
NAME OF EACH EXCHANGE ON WHICH
TITLE OF EACH CLASS REGISTERED
<S> <C>
COMMON STOCK, $1 PAR VALUE NEW YORK STOCK EXCHANGE
PACIFIC STOCK EXCHANGE
9 1/2% SUBORDINATED DEBENTURES, DUE AUGUST 1, 1998 NEW YORK STOCK EXCHANGE
9 7/8% SENIOR SUBORDINATED DEBENTURES, DUE MARCH 15,
1997 NEW YORK STOCK EXCHANGE
10% SUBORDINATED DEBENTURES, DUE OCTOBER 1, 1999 NEW YORK STOCK EXCHANGE
</TABLE>

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE

INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO

INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K. [ ]

THE AGGREGATE MARKET VALUE OF VOTING STOCK OF THE REGISTRANT HELD BY
NONAFFILIATES OF THE REGISTRANT AT MARCH 24, 1994 COMPUTED BY REFERENCE TO THE
LAST REPORTED SALE PRICE OF THE COMMON STOCK ON THE COMPOSITE TAPE ON SUCH DATE
WAS $127,855,099.

THE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AS OF MARCH 24, 1994 WAS
17,635,186 SHARES.

DOCUMENTS INCORPORATED BY REFERENCE:
NONE

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PART I

ITEM 1. BUSINESS.

The Actava Group Inc. ("Actava" or the "Company") provides high quality,
brand-name products through distribution channels to retail markets across the
United States. Actava operates in three distinct businesses: photofinishing,
lawn and garden equipment and sporting goods. A description of each segment
appears below.

Actava was organized in 1929 under Pennsylvania law and reincorporated in
1968 under Delaware law. On July 19, 1993, the Company changed its name from
Fuqua Industries, Inc. to The Actava Group Inc. Actava's principal executive
offices are located at 4900 Georgia-Pacific Center, Atlanta, Georgia 30303 and
its telephone number is (404) 658-9000.

PHOTOFINISHING

Actava owns 51% of the voting stock and 50% of the equity of Qualex Inc.
("Qualex"). Qualex, the largest wholesale photofinishing company in the United
States, was created in 1988 through a combination of Actava's photofinishing
subsidiary, Colorcraft Corporation, and the United States photofinishing
operations of Eastman Kodak Company ("Kodak"). Kodak owns all of the voting
stock and equity interest of Qualex not owned by Actava. Both Actava and Kodak
have granted to the other a right of first refusal for the purchase of their
respective interests in Qualex.

Qualex is engaged in the processing of photographic film for consumer use
throughout the United States. Qualex primarily processes color film to produce
prints and slides, but also processes black and white and movie film. Qualex is
a wholesale photofinisher, obtaining over 98% of its sales from independent
retailers in 1993. Qualex's business also includes a limited amount of direct
sales to consumers through owned and operated retail photographic stores and
mail order operations.

Qualex offers nonbranded photofinishing products which are sold to major
retailers, largely drug, mass merchant and grocery operators, who market these
products under their own retail brands. In addition, Qualex offers certain
branded photofinishing products, including premium-quality photofinishing
through its Kodalux(R) Processing Services ("KPS"). KPS is available to all
Qualex customers and is currently offered from ten Qualex processing plants.
Kodalux(R) is a Kodak-owned trademark licensed to Qualex under an agreement
which expires on April 15, 1997. In addition to color roll processing, KPS
includes chrome processing (slides and movies) and ancillary work such as
reprints, enlargements and other services.

Qualex provides pickup and delivery services for over 41,000 retail stores
in all 50 states. These pickup and delivery services are provided by either
Qualex-owned vehicles or through third party contract delivery services. Qualex
provides 24-hour (next day) processing services, often on a seven-day-a-week
basis, to all major metropolitan areas it serves. The film to be processed is
picked up throughout the day and then delivered to Qualex's plants for
processing. Consequently, Qualex plants perform the majority of their processing
work at night.

Plants are located as close to customers as possible to minimize the
delivery constraints inherent in next-day service. Qualex currently operates 50
plants located in 33 states. The combination of Colorcraft and Kodak initially
permitted Qualex to consolidate plants and other distribution systems which
serviced overlapping geographic areas. The consolidation of redundant services
has allowed and will continue to allow Qualex to enjoy the benefits of economies
of scale and cost savings.

In early 1987, Colorcraft Corporation entered into long-term arrangements
to purchase a significant portion of its photofinishing materials from Kodak.
Upon its formation, Qualex assumed these arrangements on substantially the same
terms and conditions. Additionally, all of Qualex's photofinishing plants which
offer nonbranded products participate in the Kodak Colorwatch(R) photofinishing
marketing program and, therefore, use exclusively Kodak consumable materials. As
a result of the long-term arrangements and the fact that substantially all of
Qualex's plants are on the Kodak Colorwatch(R) program, Qualex purchases
substantially all

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of its photofinishing material from Kodak. SEE "CONSOLIDATED STATEMENTS OF
OPERATIONS" IN CONSOLIDATED FINANCIAL STATEMENTS.

In addition to its traditional photofinishing services, Qualex also
provides microlabs and related maintenance and supplies to customers who desire
to offer on-site processing. Because of the continuing development of the
microlab, the ultimate level of acceptance by retail stores and consumers cannot
be determined. Management believes the new microlabs will allow both Qualex and
its retail customers to participate in the well established on-site processing
market. SEE ITEM 3. "LEGAL PROCEEDINGS."

Qualex has not incurred significant research and development costs. In
order to deliver high-quality pictures in a brief period of time at a
competitive price, Qualex utilizes high-speed printers, paper processors and
other sophisticated equipment which require significant ongoing capital
expenditures. Capital expenditures in 1993 were approximately $44 million.

Competition in the photofinishing industry is aggressive and is based upon
price, quality processing, dependable delivery time and convenience. There are
many processors in each market, including mini-labs and microlabs which offer
"one-hour" on-site developing. In 1993, Qualex's largest account constituted 11%
of its sales volume, its five largest accounts produced approximately 31% of its
sales volume and its 10 largest accounts produced approximately 43% of its sales
volume. Due to the next day processing nature of the business, there is no
material backlog.

Actava and Kodak are parties to a Shareholders' Agreement (as amended, the
"Qualex Shareholders' Agreement") which sets forth certain rights of and
limitations on Actava and Kodak with regard to their Qualex stock. The Qualex
Shareholders' Agreement provides that certain decisions regarding Qualex's
operations are to be approved by a majority of the members of the Qualex Board
of Directors, including at least one of Kodak's representatives on the Board.
The declaration of dividends by Qualex merely requires the approval of a
majority of the Qualex directors. Actava has control over the distribution of
dividends from Qualex because its appointees constitute a majority of the Qualex
directors.

Upon any change of control of Actava, as defined in the Qualex
Shareholders' Agreement ("Qualex Control Event"), the Qualex Shareholders'
Agreement provides for changes in the stock ownership and the composition and
voting requirements of the Qualex Board of Directors that would eliminate
Actava's ability, among other things, unilaterally to cause the declaration of
dividends by Qualex. Pursuant to the terms of an amendment to the Qualex
Shareholders' Agreement (the "Amendment"), the parties have stipulated that the
election of Mr. Charles R. Scott as president and chief executive officer of
Actava on February 6, 1991 constituted a Qualex Control Event. Under the terms
of the Amendment, Kodak initially waived its Qualex Control Event rights under
the Qualex Shareholders' Agreement with respect to such Qualex Control Event,
but Kodak reserved the right to withdraw its waiver and enforce such rights on
March 1, 1992 or any subsequent March 1, by providing Actava with at least 30
days' prior written notice. Kodak did not withdraw its waiver and seek to
enforce its rights as a result of such Qualex Control Event on March 1, 1992,
March 1, 1993 or March 1, 1994. Kodak also retained its rights to require the
changes permitted by the Qualex Shareholders' Agreement if any other Qualex
Control Event occurs. If Kodak in the future elects to enforce its Qualex
Control Event rights, Actava would lose the ability to control the declaration
of dividends by Qualex, and therefore, any distribution of profits by Qualex.

The results of Qualex are consolidated with the results of Actava. In 1993,
Qualex accounted for 62% of Actava's consolidated sales. SEE ITEM 7.
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS." If Actava in the future is deemed to be no longer in control of
Qualex, then Actava would cease to consolidate the accounts of Qualex. In that
event, Actava would account for its ownership of Qualex using the equity method
of accounting. SEE "PHOTOFINISHING TRANSACTION" IN NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS.

LAWN AND GARDEN EQUIPMENT

Actava's Snapper Division manufactures Snapper(R) brand power lawnmowers,
lawn tractors, garden tillers, snow throwers, and related parts and accessories
and distributes blowers, string trimmers and edgers.

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The lawnmowers include rear engine riding mowers, front engine riding mowers or
lawn tractors, and self-propelled and push-type walk-behind mowers. Snapper also
manufactures a line of commercial lawn and turf equipment, a Blackhawk(TM) line
of mowers and markets a fertilizer line under the Snapper(R) brand.

Snapper products are premium priced, generally selling at retail from $250
to $8,200. They are sold exclusively through 54 independent distributors and to
approximately 7,800 dealers throughout the United States. In addition, Snapper
products are exported to 27 independent distributors and four company-owned
distributors covering 41 foreign countries. Snapper does no private label
manufacturing of lawn and garden equipment and does not sell directly to
multi-unit retailers or mass merchandisers. While the ultimate consumers
generally purchase lawnmowers in the spring and early summer, Snapper sells to
its distributors nearly year-round utilizing accounts receivable dating
programs, with the greatest volume of production and shipment preceding ultimate
consumer purchasing periods. Accounts receivable dating programs establish the
due dates for distributor accounts receivable to coincide with the anticipated
sales to the ultimate consumer. Therefore, Snapper's cash flow needs are
seasonal, with the greatest need for funds being in the first quarter of the
year. SEE ITEM 7. "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
AND RESULTS OF OPERATIONS."

Snapper makes available, through General Electric Credit Corporation, a
retail customer revolving credit plan which allows consumers to pay for Snapper
products in installments. Consumers also receive Snapper credit cards which can
be used to purchase additional Snapper products.

In addition, Snapper has an agreement with a financial institution which
makes available to dealers floor plan financing for Snapper products. This
agreement provides financing for dealer inventories and accelerates cash flow to
Snapper's distributors and to Snapper. Under the terms of the agreement, a
default in payment by one of the dealers on the program is non-recourse by the
financial institution to both the distributor and Snapper. However, the
distributor is obligated to repurchase any equipment recovered from the dealer
and Snapper is obligated to repurchase the recovered equipment if the
distributor defaults.

Snapper manufactures its products in McDonough, Georgia at facilities
totaling approximately 1,000,000 square feet. A substantial portion of the
component parts for Snapper products is manufactured by Snapper, excluding
engines and tires.

During the three years ended December 31, 1993, Snapper has expended an
average of $4.9 million per year for research and development. While it holds
several design and mechanical patents, Snapper is not dependent upon any one or
more patents, nor does it consider that patents play a material role in its
business. Snapper does believe, however, that its registered trademark
Snapper(R) is an important asset in its business. Snapper walk-behind mowers are
subject to Consumer Product Safety Commission safety standards and are designed
and manufactured in accordance therewith.

The lawn and garden business is highly competitive, with the competition
being based upon price, image, quality and service. While no one company
dominates the market, Actava believes Snapper is one of the significant
manufacturers of lawn and garden products. There are approximately 50
manufacturers in competition with Snapper. Snapper's principal brand name
competitors in the sale of power lawnmowers include The Toro Company, Lawn-Boy
(a product group of The Toro Company), Sears, Roebuck and Co., Deere & Company,
Ariens Company, Honda Corporation, Murray Ohio Manufacturing Co., American Yard
Products, Inc. (a subsidiary of AB Electrolux), MTD Products, Inc. and
Simplicity Manufacturing, Inc.

The Company announced in March 1993 that it had retained Merrill Lynch to
assist in exploring alternatives for realizing value from the Company's
investment in Snapper. These efforts have not been successful and management
believes they have resulted in a substantial distraction for Snapper's
management, distributors and dealers. As a result, the Company has suspended its
efforts to find alternatives for Snapper and has instructed Snapper's management
to devote their full time and attention to improving operating results.

At December 31, 1993, Snapper had approximately $122 million in backlog
orders believed to be firm as compared to approximately $114 million at December
31, 1992. In 1993, Snapper accounted for 18% of

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Actava's consolidated sales. SEE ITEM 7. "MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS."

SPORTING GOODS

The companies which comprise Actava Sports manufacture, import and
distribute products for a broad cross section of the sporting goods and leisure
time markets. Products are sold under a variety of Actava's own brand names,
including DP(R), Hutch(R), Reach(R), Weather-Rite(R) and American Camper(R).
Actava also sells exercise equipment under a license for the Body By Jake(R)
trademark and various other products under licenses from the National Football
League, National Basketball Association, National Hockey League, Major League
Baseball, The Walt Disney Company, Inc., Remington Arms Company, Inc. and
numerous colleges and universities. In addition, Actava has a nationally
distributed line of hosiery and is a licensee for the officially licensed socks
of the National Football League, Major League Baseball, Keds(R) and Pro-Keds(R)
(copyrights and registered trademarks which are held by third parties) and
various colleges and universities.

On June 8, 1993, Actava acquired substantially all of the assets of
Diversified Products Corporation ("DP"), a fitness and recreation equipment
company based in Opelika, Alabama, for a net purchase price consisting of
$11,629,500 in cash, the issuance of 1,090,909 shares of the Company's Common
Stock valued at $12,000,000 and the assumption or payment of certain liabilities
including trade payables and a revolving credit facility. Actava also entered
into an agreement which may provide the seller with the right to receive
additional payments, or additional shares of Actava Common Stock, depending upon
the value of the issued shares over a period of not longer than one year from
the purchase. SEE ITEM 7. "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS." The transaction has been accounted for
using the purchase method of accounting; accordingly, the purchased assets and
liabilities have been recorded at their estimated fair value at the date of the
acquisition. The results of operations of the acquired business have been
included in the consolidated financial statements of Actava since the date of
acquisition.

Approximately 57% of the sales of Actava Sports consists of products
manufactured or purchased domestically by Actava. These include hosiery,
footballs, uniforms and related equipment. The remaining 43% of sales comes from
imported merchandise, including fitness and camping equipment, soccer balls,
volleyballs, basketballs, footballs, rainwear and other related sports items.
Imported products come from a large number of suppliers, located primarily in
the Far East. Analyzed by product lines, camping and outdoor equipment comprised
approximately 26% of the Actava Sports sales in 1993, exercise equipment
represented 36% and products for team and other recreational activities
comprised approximately 38%.

International buying is an important part of the Actava Sports operations.
Actava World Trade Corporation maintains offices in The People's Republic of
China, Taiwan, Hong Kong and South Korea to facilitate purchasing in the Pacific
Rim.

To the extent the business of Actava Sports is dependent upon imports,
factors affecting foreign trade (such as dock and carrier strikes, tariff rates,
import and export quotas, currency fluctuations and revaluations, local economic
conditions in foreign countries, foreign relations between the United States and
other countries and international political and economic situations) are
significant in determining the general availability and prices paid by Actava
Sports for purchases abroad. Actava Sports has not encountered a shortage of raw
materials or finished goods and is generally not dependent upon any sole
supplier, although in 1993 DP was adversely affected by delays experienced in
receiving electronic components for DP treadmills. SEE ITEM 7. "MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS."

Sporting goods are sold by Actava Sports through manufacturers'
representatives and directly to mass merchandisers and other retailers. The
sporting goods market is highly competitive. Actava Sports does not spend a
significant amount of funds for research and development. The trademarks used by
Actava Sports in the aggregate are considered to be of material importance, but
no single patent or trademark is of material importance to consolidated
operations. The loss of certain significant patents or trademarks could have a
material effect on the affected individual Actava Sports company.

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Actava Sports had approximately $34 million in backlog orders believed to
be firm as of December 31, 1993 as compared to approximately $19 million at
December 31, 1992. This increase is primarily due to the acquisition of DP. In
1993, Actava Sports accounted for 19% of Actava's consolidated sales. SEE ITEM
7. "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS."

ENVIRONMENTAL PROTECTION

Actava's manufacturing and processing plants are subject to federal, state
and local pollution laws and regulations. Compliance with such laws and
regulations has not materially affected, and is not expected to have a material
effect on, Actava's competitive position, financial condition or results of
operations. Actava's capital expenditures for environmental control facilities
and incremental operating costs in connection therewith were not material in
1993, and are not expected to be material in future years for compliance
relating to facilities owned by Actava in 1993. The Company is involved in
various environmental matters including clean-up efforts at landfill or refuse
sites and groundwater contamination. The Company's participation in three
existing superfund sites has been quantified and its remaining exposure is
estimated to be less than $300,000 for all three sites. The Company is
participating with the Federal and Ohio Environmental Protection Agencies in
initial investigations of a potential environmental contamination site involving
a divested subsidiary. The Company has been advised by the Ohio agency that
remediation costs for the site may be as much as $1.7 million; however, at this
time the Company's share of these costs, if any, cannot be reasonably estimated.
DP is also complying with various requirements under a compliance order under
the Resource Conservation Recovery Act as administered by the State of Alabama.
A reserve of approximately $1.5 million has been established for expected
clean-up costs by DP. This estimate was based on discussions with legal counsel,
a feasability study performed by an environmental engineering company
commissioned by the Company and a review of the compliance order as administered
by the State of Alabama.

EMPLOYEES

At December 31, 1993, Actava, including Qualex, had approximately 11,200
employees, of whom approximately 1,400 were represented by unions under various
collective bargaining agreements. In general, Actava believes its employee
relations to be good.

INDUSTRY SEGMENT DATA

Industry Segment Data is included in ITEM 7. "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS."

ITEM 2. PROPERTIES.

The following is a list of Actava's principal properties. Certain of the
properties are subject to mortgages securing indebtedness, which, as of December
31, 1993, aggregated approximately $1.8 million, including mortgages on
machinery and equipment. SEE "NOTES PAYABLE AND LONG-TERM DEBT" IN NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS.

<TABLE>
<CAPTION>
NUMBER
--------------------
DESCRIPTION OWNED LEASED LOCATION
------------------------------------------------- ----- ------ ------------
<S> <C> <C> <C> <C>
Lawn and Garden:
Manufacturing plant............................ 1 -- 1 state
Distribution facility.......................... -- 1 1 state
Photofinishing:
Processing plants.............................. 19 31 33 states
Retail photographic stores..................... -- 5 5 states
Sporting Goods:
Distribution facility.......................... -- 4 4 states
Manufacturing plant............................ 1 -- 1 state
</TABLE>

The owned lawn and garden manufacturing plant is located in Georgia. The
leased lawn and garden distribution facility is also located in Georgia and is
subject to a lease which terminates in 1994 with a five-

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year option. The photofinishing processing plants are located in Alabama,
Alaska, Arizona, California, Colorado, Florida, Georgia, Hawaii, Illinois,
Indiana, Iowa, Maryland, Massachusetts, Michigan, Minnesota, Mississippi,
Missouri, Montana, Nebraska, North Carolina, North Dakota, New Jersey, New
Mexico, New York, Ohio, Oregon, Pennsylvania, Tennessee, Texas, Utah, Virginia
and Washington. The photofinishing retail photographic stores are located in
Georgia, North Carolina, Pennsylvania, South Carolina, Virginia and Wisconsin.
There are 3, 6, 5, 7, 3, and 12 leased photofinishing facilities with
terminations of 1994, 1995, 1996, 1997, 1998 and post-1998, respectively. The
sporting goods distribution facilities are located in California, Kansas,
Kentucky and North Carolina with lease terminations of 1998, 1999, 1996 and
1994, respectively. The sporting goods manufacturing plant is located in
Alabama.

The management of Actava believes that its various facilities have
productive capacity sufficient to meet its current and anticipated production
needs and are, in general, reasonably well utilized. In addition, Actava owns or
leases miscellaneous real estate, offices and warehouse facilities, machinery
and equipment at various locations which are not currently utilized in Actava's
current operations and are, or may be, offered for sale or other disposal. The
properties are generally from the divestiture of former subsidiaries and are not
material individually or in the aggregate.

ITEM 3. LEGAL PROCEEDINGS.

Qualex

On February 18, 1994, Photographic Concepts Inc. (PCI), a Florida
corporation, sued Qualex in the United States District Court for the Middle
District of North Carolina, in a lawsuit captioned Photographic Concepts, Inc.
v. Qualex, Inc., Civil Action No. 1:94-CV-00081. PCI's claims arise out of
allegations that Qualex entered into and then breached an agreement with PCI
relating to the marketing of on-site microlab photofinishing services. During
1993, Qualex's microlab business resulted in $33.3 million in revenues and $7.3
million in gross profits, and Qualex expects such business to increase in the
future. PCI alleges, among other things, that Qualex breached an agreement to
purchase an interest in PCI, violated a confidentiality agreement with PCI, and
misappropriated trade property and other information from PCI. PCI is seeking an
injunction against Qualex's alleged use and misappropriation of PCI's allegedly
confidential and proprietary trade methods and techniques, an accounting for and
payment over to PCI of Qualex's profits from such alleged use and
misappropriation, unspecified consequential and punitive damages and attorneys'
fees and other costs of litigation. Qualex is currently gathering the
information and documents necessary to file its response to PCI's Complaint.
That response must be filed by April 25, 1994. Qualex intends to defend the case
vigorously, but the Company is unable to determine the probable impact of the
suit at this early stage in the proceeding.

Divested Subsidiary

The DOJ alleges that American Seating failed to disclose certain
information relating to its price discount practices that it contends was
required in an offer submitted by American Seating to the General Services
Administration for possible contracts for sales of systems furniture and related
services. The complaint seeks recovery of unspecified single and treble damages,
penalties, costs and prejudgment and post-judgment interest. The parties have
engaged in settlement discussions but have not agreed on a disposition of the
case. The DOJ has asserted damages against American Seating of approximately
$3.5 million. If such damages were awarded and then trebled, the total damages,
excluding penalties, costs and interest, could

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exceed $10 million. In addition, penalties, if assessed, could range from
several thousand dollars to several million dollars. As a result, the lawsuit
could have a material effect on the results of operations and financial
condition of the Company. Management, however, believes that American Seating
has meritorious defenses to the allegations made by the DOJ and does not expect
the Company to incur any material liability as a result of this suit.

Shareholder Litigation

In 1991, Virginia E. Abrams and Fuqua Industries, Inc. v. J. B. Fuqua, et
al., Civil Action No. 11974, was filed in the Delaware Chancery Court. The named
defendants are certain current and former members of Actava's Board of Directors
and Intermark, Inc., a predecessor of Triton Group Ltd., which currently owns
25.0% of the Company's Common Stock. The Company was named as a nominal
defendant. The action is brought derivatively in the right of and on behalf of
the Company and was purportedly brought as a class action on behalf of all
common stockholders of the Company other than the defendants. The complaint
alleges, among other things, a long-standing pattern and practice by the
defendants of misusing and abusing their power as directors and insiders of the
Company by manipulating the affairs of the Company to the detriment of the
Company's past and present stockholders. The complaint seeks (i) monetary
damages from the director defendants, including a joint and several judgment for
$15.7 million for alleged improper profits obtained by Mr. J. B. Fuqua in
connection with the sale of his shares in the Company to Intermark; (ii)
injunctive relief against the Company, Intermark and its current directors,
including a prohibition against approving or entering into any business
combination with Intermark without specified approval; and (iii) costs of suit
and attorneys' fees.

In 1991, two additional complaints, Behrens and Harris v. Fuqua Industries,
Inc., et al., Civil Action No. 11988 and Freberg and Lewis v. Fuqua Industries,
Inc., et al., Civil Action No. 11989, were filed in the Delaware Chancery Court
by plaintiffs who allege that they are stockholders of the Company. Each of
these complaints purport to be brought on behalf of a class of stockholders of
the Company other than the named defendants. The named defendants are the
Company and certain of its current and former directors. The complaints allege,
among other things, that members of the Company's Board of Directors presently
contemplate either a sale, a merger or other business combination involving
Intermark and the Company or one or more of its subsidiaries or affiliates. The
complaints seek costs of suit and attorneys' fees and preliminary and permanent
injunctive relief and other equitable remedies, ordering the director defendants
to carry out their fiduciary duties to the plaintiffs and other members of the
class and to take all appropriate steps to enhance the Company's value as a
merger or acquisition candidate.

On motion by the defendants in all three class action suits, the Delaware
Chancery Court ordered the consolidation of the three suits in re Fuqua
Industries, Inc. Shareholder Litigation, Civil Action No. 11974 on May 1, 1991.
The action is in the discovery stage and no significant events occurred in
regard to these legal proceedings in 1993.

Other Litigation

Actava is the defendant in various other legal proceedings. Actava is not
aware, however, of any other action which, in the opinion of management, would
materially and adversely affect liquidity, results of operations or the
financial position of Actava. SEE ITEM 1. "ENVIRONMENTAL PROTECTION."

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PART II

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

Actava provides high-quality, brand name consumer products through
distribution channels to retail markets across the United States. The Company's
businesses encompass the broad leisure industry, including photofinishing,
fitness equipment and sporting goods, as well as lawn and garden equipment.

Actava owns 51% of the voting stock of Qualex, the largest photofinisher in
the United States, processing approximately 20% of all color print rolls of
film. Qualex also processes black and white and movie film. Qualex is a
wholesale photofinisher, obtaining substantially all of its sales from
independent retailers in 1993. Qualex's business also includes a limited amount
of direct sales to consumers through owned and operated retail photographic
stores and mail-order operations.

Actava's Snapper Division manufactures Snapper(R) brand power lawnmowers,
lawn tractors, garden tillers, snow throwers, and related products, parts and
accessories and distributes blowers, string trimmers and edgers. The lawnmowers
include rear engine riding mowers, front engine riding mowers or lawn tractors,
and walk-behind mowers. Snapper also manufactures a line of commercial lawn and
turf equipment and a Blackhawk(TM) line of mowers and markets a fertilizer line
under the Snapper(R) brand.

Actava Sports companies manufacture, import and distribute products for a
broad cross-section of the sporting goods, fitness and leisure markets. Products
are sold under a variety of Actava companies' own brand names, as well as under
licenses from the National Football League, National Basketball Association,
Major League Baseball, The Walt Disney Company, Inc., Remington Arms Company,
Inc., The Keds Corporation (Keds(R) and Pro-Keds(R)), Body by Jake Licensing
Corporation (Body by Jake(R)), and numerous colleges and universities.

Actava's long-range strategy is to maximize stockholder wealth by
concentrating its capital resources on its companies which offer the highest
potential returns. As a result, the Company continues to analyze its businesses
with a view toward enhancing their value through marketing alliances, licensing
arrangements and joint ventures, with particular emphasis on cost efficiencies
through plant consolidations or product-line expansions or improvements.

The following is a discussion of the operating results and financial
position of the Company on a consolidated basis and the operating results of
each of these business segments.

CONSOLIDATED CONTINUING OPERATIONS

The Company's consolidated sales for 1993 increased $92.4 million, or 8.0%
from 1992 principally because of the acquisition of DP. Gross profit as a
percentage of sales for 1993 of 22.9% is a decrease from 29.2% while gross
profit dollars decreased by $52.1 million to $283.7 million. This is primarily
due to gross profit declines suffered by Snapper and Qualex, but partially
offset by an increase in gross profits by Actava Sports companies. The Snapper
gross profit decline is primarily attributable to manufacturing problems
associated with the introduction of a new Blackhawk(TM) product line for which
current manufacturing has been limited and new Snapper mowers which incorporated
additional operational features. The manufacturing problems included costs due
to new tooling requirements and higher direct labor variances. The manufacturing
problems have been corrected and the Company believes that there will be no
material effect on future results of operations.

In 1992, sales increased $224.1 million, or 24.2%, from 1991, primarily as
a result of the resumption of production and shipment to distributors at
Snapper, the impact of the acquisitions at Qualex in the fourth quarter of 1991
and the first quarter of 1992 as well as increased market share with certain
Qualex customers and the expansion of business with existing customers for each
of the companies comprising Actava Sports.

The gross profit for 1992 of $335.8 million compared to the gross profit
for 1991 of $255.5 million, an increase of $80.3 million. This increase was
primarily attributable to the increased production and shipment levels at
Snapper for 1992 which resulted in significantly higher sales and absorption of
fixed manufacturing

8
<PAGE> 10

costs and the additional gross profit at Qualex attributable to acquisition
activities. During 1991, certain inventory quantities at Snapper were reduced,
resulting in a liquidation of LIFO inventory quantities which were carried at
lower costs prevailing in years prior to 1991 as compared with the cost of 1991
purchases. The effect of this decreased the 1991 net loss by approximately $1.5
million and decreased loss per share of common stock by $.09.

Selling, general and administrative expenses, which include provisions for
doubtful accounts, decreased by $11.5 million, or 4.3%, to $253.7 million for
1993 in comparison to 1992. The reductions in selling, general and
administrative expenses are primarily attributable to cost reductions at Qualex
achieved through plant closures. Provisions for doubtful accounts increased by
$3.8 million for 1993 in comparison to 1992, primarily due to increases of $1.2
million and $2.1 million for Snapper and Qualex, respectively. The increase in
Snapper's expense is primarily due to reserves established upon the sale of a
company-owned Snapper distributor. The Company historically experiences higher
losses upon the sale of a distributor due to the termination of the Company's
relationship with the distributor's customers. The increase in Qualex's expense
is primarily due to additional reserves established for bad debts related to
financial difficulties experienced by certain retail customers. Selling, general
and administrative expenses, which include provisions for doubtful accounts,
decreased by $200,000 in 1992 in comparison to 1991. The 1992 decrease is
related to the additional costs at Qualex associated with the increased volume
of prints processed as well as higher promotional and advertising expenses
partially offset by reductions at Snapper due to the curtailment of special
promotional programs.

In 1993, Actava recorded an operating profit of $26.7 million, compared to
an operating profit from 1992 of $72.1 million. The 1993 operating profit
includes provisions of $3.2 million for plant closures and an additional $4.0
million for a change in estimate of future warranty costs at Snapper due to
increased warranty claims. The increase in warranty claims was the result of
claims associated with the new Blackhawk(TM) product line for which
manufacturing has been limited and from costs related to an all-inclusive
warranty program which was initiated in 1991 and has expired except for products
previously sold under the program. Since the new products have been subject to
limited manufacturing and improvements have been implemented while the
all-inclusive warranty program has expired, management believes there will not
be a material effect on future results of operations. The need for an accrual
for additional warranty costs was not estimable until 1993 due to the time lag
in reported claims under the all-inclusive warranty program since the products
covered by the program beginning in 1991 were not sold to the ultimate consumer
until some time after that. Sufficient claims history for the preceding two year
period was established during 1993 to identify the existence of greater than
anticipated warranty claims under the all-inclusive program and the need for an
additional accrual. A similar time lag was experienced for the warranty claims
related to Blackhawk(TM) products as the products were manufactured for recent
model years and the claims history had not developed until 1993. Also negatively
impacting operating profits for 1993 in comparison to 1992 was underutilization
of plant capacity and manufacturing inefficiencies at Snapper and DP, lower
gross margins on initial product introductions by Snapper, and an increase in
corporate expenses of approximately $4.0 million. The corporate expense increase
is primarily attributable to additional self-insurance reserves, as well as an
increase in insurance administrative expense, and the impact of reduced expense
for 1992 due to the reversal in 1992 of certain reserves previously established
for settlement of employee agreements and office lease agreements.

The 1992 operating profit of $72.1 million compares to an operating loss of
$35.7 million for 1991. The operating loss for 1991 included provisions for
plant closures totaling $19.0 million and provisions for the settlement of
employee agreements and related costs of $6.8 million. Operating profit for 1991
was adversely affected by production costs at Snapper. The $1.5 million credit
to income in 1992 related primarily to the reversal of $1.1 million of costs
accrued in 1991 for the termination of Actava's corporate office lease. These
costs were estimated in 1991 when management made the decision to move out of
its corporate office. The Company subleased a portion of its space in 1991 and
utilized $300,000 of the original reserve of $1.4 million. However, in 1992, it
became apparent that the remaining space could not be subleased as anticipated
in 1991 and the Company decided to reverse its remaining reserve and utilize its
remaining space until the lease expires in 1995.

9
<PAGE> 11

Interest expense for 1993 of $43.3 million is an increase of $9.8 million
from 1992. This increase is primarily attributable to higher average borrowings
at both Qualex and Snapper and the addition of interest associated with DP. The
increased borrowing resulted from the Qualex $200 million Senior Note private
placement completed in the second quarter of 1992 and the revolving credit
facilities established to provide working capital for Snapper and the Actava
Sports companies, including DP. These credit lines have substantially reduced
subsidiary reliance on Actava for working capital needs.

Interest expense for 1992 of $33.5 million is an increase of $9.9 million
from 1991. This increase is primarily attributable to higher average borrowings
at both Qualex and Snapper. The increased borrowing resulted from the financing
required for the acquisitions made by Qualex in the fourth quarter of 1991 and
January 1992, borrowings in excess of debt repayments from the Qualex Senior
Note private placement, and the revolving credit facilities established in 1992
to provide working capital for Snapper.

Other income (net of other deductions) decreased $9.0 million for 1993 when
compared to 1992. This is primarily due to a decrease in investment income from
lower levels of investment, increases in early payment interest credit expense
at Snapper, losses on asset sales at Qualex and an increase of $3.0 million in a
valuation allowance for a real estate investment due to an accelerated plan of
disposition. This plan of disposition was changed in the fourth quarter in order
to facilitate a return on the real estate investment by offering the real estate
for sale as raw or minimally developed land, rather than fully developing or
participating in the full development of the real estate. The Company revised
its disposition plan in order to accelerate a sale to provide additional
liquidity.

Other income (net of other deductions) in 1992 increased $2.6 million in
comparison to 1991. This increase is the result of a decrease in early payment
interest credit expenses at Snapper, partially offset by reduced investment
income due to lower average investment levels and rates of return.

During the year, the Company provides for income taxes using anticipated
effective annual tax rates for Qualex and for all other company operations. The
rates are based on expected operating results for the year and estimated
permanent differences between book and taxable income. Due to the recognition of
net operating loss benefits to the extent possible through a reduction in
deferred income tax liabilities in a prior year, Actava, excluding Qualex,
recognizes the benefit of current net operating losses only to the extent of
potential refunds from carrybacks. SEE "INCOME TAXES" IN NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS.

The Company has net deferred taxes of approximately $24.3 million composed
of deferred tax liabilities of approximately $78.1 million offset by deferred
tax assets of approximately $53.8 million. Deferred income taxes reflect the net
tax effects of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for income tax
purposes. Included in the approximate $53.8 million of deferred tax assets is
approximately $16.2 million as recognized by Qualex, which is not included in
the Actava consolidated federal income tax return. The remaining approximate
$37.6 million of deferred assets have been recognized by Actava due to available
income tax carrybacks and the company's determination that available net
operating losses should not be allowed to expire, as the tax savings represent
significant amounts. The Company plans to implement actions to create sufficient
taxable income to utilize the carryover prior to any expiration. In order to
implement its tax planning strategy to utilize its tax carryforwards, the
Company would pursue the sale of certain corporate assets, including its
investment in Qualex. SEE "INCOME TAXES" IN NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS.

The minority interest shown on Actava's Consolidated Statements of
Operations represents Kodak's portion of the earnings of Qualex. In accordance
with the Shareholders' Agreement, the Company and Kodak are each entitled to 50%
of Qualex's net income for income reporting purposes. Although Qualex accounted
for 62% of Actava's 1993 revenues and had pre-tax profits of $33.7 million in
1993, only approximately 25% of its pre-tax profits ($8.5 million in 1993) is
reported in Actava's consolidated net income due to Qualex's income tax
provision at an effective rate of 49% and the 50% minority interest effect. SEE
"PHOTOFINISHING TRANSACTION" IN NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

Effective January 1, 1992, Qualex changed its method of accounting for the
cost of its proof advertising program to recognize advertising expense as it is
incurred rather than at the time of the initial sale to the

10
<PAGE> 12

customer. SEE "SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- ACCOUNTING
CHANGES -- CHANGE IN ACCOUNTING FOR CERTAIN ADVERTISING COSTS" IN NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS.

The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes". The Company adopted
the new method of accounting for income taxes as of January 1, 1993. Statement
No. 109 affects the manner and rates at which deferred income taxes are
reflected on the balance sheet and the amount of taxes reflected in the
statement of operations. The adoption of Statement No. 109 did not result in a
material effect on net income for 1993. SEE "SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES ACCOUNTING CHANGES -- CHANGE IN METHOD OF ACCOUNTING FOR INCOME TAXES"
IN NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits
Other Than Pensions". Statement No. 106 requires the cost of postretirement
benefits to be recognized in the financial statements over an employee's active
working career. The Company adopted the new method of accounting for these
benefits as of January 1, 1993. The adoption of Statement No. 106 resulted in a
charge to net income of $4.4 million and was reported as the cumulative effect
of change in accounting principle in the first quarter of 1993. SEE "SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES -- ACCOUNTING CHANGES -- CHANGE IN METHOD OF
ACCOUNTING FOR POSTRETIREMENT BENEFITS" IN NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS.

The Company and its subsidiaries provide benefits to former or inactive
employees after employment, but before retirement, such as severance benefits,
continuation of health care benefits and life insurance coverage. The costs of
these are currently accounted for on a pay-as-you-go (cash) basis. The Financial
Accounting Standards Board has issued Statement of Financial Accounting
Standards No. 112, "Employers' Accounting for Postemployment Benefits," which
requires employers to recognize the obligation to provide these benefits when
certain conditions are met. The Company is required to adopt the new method of
accounting for these benefits no later than January 1, 1994. The adoption of
Statement No. 112 will not have a significant effect on the Company's financial
position or results of operations.

The Company and its subsidiaries invest in various debt and equity
securities. The Financial Accounting Standards Board has issued Statement of
Financial Accounting Standards No. 115, "Accounting for Certain Investments in
Debt and Equity Securities," which requires certain debt securities to be
reported at amortized cost, certain debt and equity securities to be reported at
market with current recognition of unrealized gains and losses, and certain debt
and equity securities to be reported at market with unrealized gains and losses
as a separate component of shareholders' equity. The Company is required to
adopt the new method of accounting no later than January 1, 1994. The adoption
of Statement No. 115 will not have a significant impact on the Company's
financial position or results of operations.

As a result of the items described above, Actava reported a net loss in
1993 of $47.6 million in comparison to net income in 1992 of $11.6 million and a
net loss in 1991 of $50.8 million, respectively.

11
<PAGE> 13

OPERATING SEGMENTS
SEGMENT PERFORMANCE

THE ACTAVA GROUP INC. AND SUBSIDIARIES

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------------------------------------------
1993 1992 1991 1990 1989
-------- -------- ------ ------ ------
(IN MILLIONS)
<S> <C> <C> <C> <C> <C>
NET SALES
Photofinishing............................. $ 775.3 $ 770.8 $649.7 $623.9 $629.9
Lawn and Garden............................ 225.0 248.2 158.5 237.7 190.8
Sporting Goods............................. 240.8 129.7 116.4 110.7 105.0
-------- -------- ------ ------ ------
Total............................... $1,241.1 $1,148.7 $924.6 $972.3 $925.7
======== ======== ====== ====== ======
PRE-TAX EARNINGS (LOSS)(A)
Photofinishing............................. $ 51.3(c) $ 54.6 $ 28.0(c) $ 44.1(c) $ 43.7(c)
Lawn and Garden............................ (17.1)(d) 17.8 (50.6) (.3)(d) 2.3
Sporting Goods............................. 2.7 5.9 4.3 3.6 2.9
-------- -------- ------ ------ ------
Operating profit (loss) -- segments(b)... 36.9 78.3 (18.3) 47.4 48.9
Unallocated corporate expenses............... (10.2) (6.2) (10.6) (9.6) (12.3)
Settlement of employee agreements and related
costs...................................... -- -- (6.8) -- --
-------- -------- ------ ------ ------
Operating profit (loss)...................... 26.7 72.1 (35.7) 37.8 36.6
Interest expense............................. (43.3) (33.4) (23.5) (25.7) (27.8)
Other income (expense) -- net................ (2.9) 6.1 3.5 9.9 14.7
-------- -------- ------ ------ ------
Total pre-tax earnings (loss)....... $ (19.5) $ 44.8 $(55.7) $ 22.0 $ 23.5
======== ======== ====== ====== ======
</TABLE>

- ---------------

(a) Pre-Tax Earnings include the minority interest of Eastman Kodak Company in
Qualex Inc.
(b) Operating profit represents total sales less costs of products sold and
selling, general and administrative expenses including goodwill
amortization. There were no significant intersegment sales or transfers.
(c) Includes a provision of $4.1 million in 1993, $17.0 million in 1991, $15.7
million in 1990, and $2.9 million in 1989 before tax for the closure of
certain photofinishing plants.
(d) Includes warranty expense of $4.0 million before tax in 1993 due to a change
in accounting estimate and provisions in 1990 of $13.7 million before tax
for the consolidation of lawn and garden manufacturing facilities and $4.8
million before tax for the write-off of excess inventory created as a result
of the elimination of certain models from lawn and garden product lines.
Also, includes losses in 1993 due to inventory shortages and shut-down costs
of approximately $2.0 million due to employee misconduct and the subsequent
closing of a company owned foreign distributor.

Photofinishing: In 1988, the Company combined its photofinishing
operations, with the domestic photofinishing operations of Eastman Kodak Company
in a transaction accounted for as a purchase, forming a jointly owned company,
Qualex Inc. SEE "PHOTOFINISHING TRANSACTION" IN NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS.

In October, 1993, Qualex entered into an Agreement of General Partnership
with JVQ Capital One, Inc. for the purpose of acquiring, owning, holding,
leasing, and selling on-site microlab equipment. In the future, Qualex intends
to sell to this partnership qualifying leases of microlab equipment with the
result that Qualex will record income upon the sale of the lease rather than
over the life of the lease. Qualex will continue to service the equipment under
an agreement with the lessee of the equipment and will pay fees for management
and leasing services to the parent corporation of JVQ Capital One, Inc., a
general partner.

Actava, which owns 51% of the voting shares of Qualex, consolidates the
accounts of Qualex with its accounts. Kodak's interest in the earnings and
equity of Qualex are reflected as minority interest.

Photofinishing sales increased $4.4 million or .6% in 1993 as compared to
1992 due primarily to the conversion of former microlab operating leases to
salestype financing leases as a result of the expiration of early cancellation
periods for certain of such leases. An overall increase in equivalent prints
processed from 1992 to 1993 partially offset continued per print price declines.
Photofinishing sales increased $121.1 million or

12
<PAGE> 14

18.6% in 1992 as compared to 1991. Generally, Qualex experienced price declines
of 4% to 5% during the 1992 year while sales increased. These price decreases
occurred due to the effect of price reductions offered by competitors and the
associated demand for similar prices from Qualex customers. The primary reasons
for the sales increase were the added print volume resulting from acquisitions
finalized in the last quarter of 1991 and in January 1992 (SEE "ACQUISITIONS" IN
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS), and an overall increase in rolls
processed through comparable 1991 plants, partially offset by continued price
declines. Although sales increased in 1993, per print price continued to
decline, resulting in a decrease in gross profit as a percent of sales from
31.3% for 1992 to 28.3% for 1993, with 1992 restated to include route
distribution costs as a cost of sales component. Gross profit dollars decreased
$22.2 million in 1993 from 1992 levels. Gross profit as a percentage of sales
was 31.3% for 1992 and 1991. However, because of the increase in sales, gross
profit dollars rose $38.4 million or 18.9% in 1992 in comparison to 1991. The
1991 increase, however, was partially offset by increases in selling, general
and administrative expenses. As a result of the additional sales volume, selling
expense increased $8.1 million or 16.4% and route pick-up and delivery costs
increased by $9.0 million or 14.7% for 1992 in comparison to 1991. In addition,
advertising and promotional expenses decreased $1.7 million or 5.5% as a result
of an accounting principle change which resulted in the deferral of $3.5 million
of advertising expenses to later periods. If the accounting principle for the
recognition of certain advertising expenses had not been changed, advertising
and promotional expenses would have increased by $1.8 million or 5.8% in 1992.
Qualex also incurred increased administrative expenses of $19.3 million or 24.8%
for 1992 in comparison to 1991. This increase was primarily due to acquired
administrative offices, amortization of intangibles associated with the 1991 and
1992 acquisitions and the increased volume of prints processed, even though the
cost per print has decreased. This contributed to the increase in operating
profit of $26.6 million, or 95%, from 1991 to 1992, and to a decrease in
operating profit of $3.3 million, or 6%, from 1992 to 1993.

As a result of the above factors, Qualex recorded an operating profit of
$51.3 million for 1993, a decrease of $3.3 million or 6.0% from 1992. The
operating profit for 1992 of $54.6 million was an increase of $26.6 million from
1991.

Management anticipates lower pricing trends in the wholesale photofinishing
industry to continue in 1994. Qualex will attempt to offset the effects of lower
pricing with improved product mix, lower prices for paper and chemicals, the
sale of certain microlab leases and continuing plant closures and consolidations
of administrative offices.

In an effort to achieve operating efficiencies, Qualex consolidated certain
photofinishing labs during 1991, 1992 and 1993. The provisions for plant closure
costs were a result of an extensive study performed by Qualex to evaluate the
number of photo labs needed for anticipated sales volume and the optimal
location of such labs. This evaluation included operations, engineering,
distribution, sales and finance analyses and was based on the locations of
customers, sales volume and required level of customer service. This study
resulted in Qualex management and the Board of Directors deciding in late 1991
to close 12 existing photo labs resulting in a charge for restructuring of
approximately $17.0 million as well as closing several labs acquired during
1991. In 1993, Qualex management and the Board decided to consolidate the
operations of three additional photo labs with other existing photo labs and
provided a reserve for restructuring of approximately $4.1 million. The costs of
closing existing labs was charged to operations by a provision for plant closure
costs.

The components of the provisions for plant closure costs are described below:

<TABLE>
<CAPTION>
1991 1993
------- ------
(IN THOUSANDS)
<S> <C> <C>
Employee severance and termination.............................. $ 4,827 $1,475
Lease termination costs......................................... 4,494 1,294
Fixed asset and facility closure................................ 7,716 1,327
------- ------
Total................................................. $17,037 $4,096
======= ======
</TABLE>

Employee severance and termination. In connection with the consolidation
of photofinishing labs, Qualex reduced its workforce in an effort to achieve
efficiencies. The related restructuring charge consists of severance pay and
other personnel related costs incurred in connection with the closing of photo
labs.

13
<PAGE> 15

Lease termination costs. Qualex recorded a restructuring charge for
estimated lease termination costs for each location closed based on the period
of time the lease would remain in place after each lab was closed.

Fixed asset and facility closure. This charge consists of fixed asset
write-offs of equipment to be disposed of as deemed worthless and the cost of
relocating other equipment to remaining photofinishing labs. In addition, Qualex
recorded a restructuring charge for the estimated loss on the sale of certain
buildings and the estimated costs of other expenses relating to the closure of
the buildings including clean-up costs and insurance, property taxes and
utilities costs.

In an effort to increase market share, Qualex acquired 11 photo labs during
1991, and 1 photo lab in 1992. In connection with management's plan of achieving
a certain sales volume level and operating efficiencies, these labs were
included in management's overall analysis of determining optimal locations of
photofinishing labs. Due to existing photo labs serving the same market area of
labs acquired, Qualex recorded plant closing reserves on certain labs acquired.
The costs of closing acquired photofinishing labs was provided for through
purchase accounting adjustments. During 1991 and 1992, Qualex recorded
approximately $15.4 million and $1.2 million, respectively, in purchase
accounting reserves for the closing of acquired photo labs.

Based on the financial analysis of the economic benefits of consolidation
and the costs for expanding certain locations to handle increased volumes
considered with the goals of maintaining quality and customer service,
management feels that the process of acquiring and consolidating photofinishing
labs during 1991, 1992 and 1993 has resulted in increased market share and the
attainment of operating efficiencies through the reduction of lab overhead,
labor costs and route costs.

Lawn and Garden: Snapper's sales to distributors decreased by $23.2
million, or 9.4% for 1993 in comparison to 1992, despite a strong retail sales
year for lawn and garden equipment, as Snapper continued to control production
to estimated retail sales by reducing production and shipments to distributors
in order to decrease retail inventories. Sales for 1993 and 1992 were $225.0
million and $248.2 million, respectively. Gross profit as a percentage of sales
decreased to 13.9% for 1993 as compared to 27.5% in 1992. Gross profit in
dollars decreased by $37.0 million from $68.2 million to $31.2 million for these
same respective periods. These decreases resulted from continued manufacturing
problems which resulted in unfavorable manufacturing variances and cost
over-runs incurred in the production of a new Blackhawk(TM) product line for
which manufacturing has been limited and new Snapper mowers which incorporated
additional operational features. The manufacturing problems included costs due
to new tooling requirements and higher direct labor variances. The manufacturing
problems have been corrected and the Company believes that there will be no
material effect on future results of operations. An increase in product related
expenses such as warranty expense also contributed to the decrease. The start-up
costs, overall product mix and delays associated with these new products
negatively impacted Snapper's cost of sales. In addition, because Snapper's new
Blackhawk(TM) line of mowers, which represented sales of approximately $10.9
million in 1993, is a lower price-point and margin product than the Snapper(TM)
brand line, per unit gross margin has been lower when compared to last year's
margins. Management does not expect sales of Blackhawk(TM) line to be as
significant in 1994 as in 1993. A $4.0 million warranty expense was charged to
operations in the fourth quarter of 1993 due to recent unanticipated increases
in warranty claims. The increase in warranty claims was the result of claims
associated with the new Blackhawk(TM) product line for which manufacturing has
been limited and from costs related to an all-inclusive warranty program which
was initiated in 1991 and has expired except for products previously sold under
the program. Since the new products have been subject to limited manufacturing
and improvements have been implemented while the all-inclusive warranty program
has expired, management believes there will not be a material effect on future
results of operations. Also, gross profit was lower because of inventory
shortages and shut-down costs for a company owned foreign distributor.
Management believes the inventory shortages resulted from employee misconduct
and the distributor was closed down upon discovery. The Company is presently
pursuing reimbursement under its insurance program. Snapper's sales to
distributors and gross profit increased $89.7 million and $40.2 million or 56.5%
and 143.7%, respectively, for 1992 in comparison to 1991. 1991 sales to
distributors were purposely reduced as a result of the decision to decrease
retail inventories by producing and shipping less product than that sold at
retail. Production and shipment to distributors was increased for the 1992 model
year. In addition, in 1992 Snapper redesigned and reengineered its product
offerings, with particular emphasis on recycling and mulching capability.

14
<PAGE> 16

Because sales were down for 1993, selling, general and administrative
expenses, including sales volume related expenses such as co-operative
advertising, decreased by 2.5% in comparison to 1992. Income of $849,000 was
provided by reducing a reserve for plant closures in recognition of finalizing a
plant closing. During 1993, Snapper's management extended the due dates of
certain receivables for terms beyond one year and as a result recorded unearned
discounts in the amount of approximately $1.8 million as a charge to other
expense. The decreased gross profit, partially offset by reduced selling,
general and administrative expenses, resulted in an operating loss of $17.1
million at Snapper in 1993 as compared to an operating profit of $17.8 million
for 1992. Operating profit decreased $34.9 million in 1993, compared to 1992,
because selling, general and administrative expenses remained relatively
constant whereas gross profit decreased by $37.0 million. In 1991, Snapper
initiated an aggressive retail marketing campaign in order to further accelerate
the reduction of inventory. Snapper reduced its expenditures for marketing
promotions and advertising campaigns in 1992 in comparison to 1991,
concentrating its 1992 programs on the new product offerings with particular
emphasis on mulching capabilities as well as quality and service. As a result,
selling, general and administrative expenses decreased $28.1 million or 35.8% in
1992, in comparison to 1991. In addition, certain cost reductions were achieved
as a result of the 1991 closing of two of the three Snapper manufacturing
facilities. Management believes these savings were approximately $10.0 million.
As a result of the factors discussed above, Snapper recorded an operating profit
of $17.8 million in 1992 in comparison to an operating loss of $50.6 million for
1991.

The Company announced in March, 1993, that it had retained Merrill Lynch to
assist in exploring alternatives for realizing value from the Company's
investment in Snapper. These efforts have not been successful and management
believes they have resulted in a substantial distraction for Snapper's
management, distributors and dealers. As a result, the Company has suspended its
efforts to find alternatives for Snapper and has instructed Snapper's management
to devote their full time and attention to improving operating results.

On August 9, 1993, the Company announced that a new Chief Executive Officer
had been employed for Snapper.

Sporting Goods: Sales for Actava Sports increased by $111.2 million, or
85.7% for 1993 when compared to 1992. This increase is primarily due to the
acquisition of DP in June, 1993. In addition to the increase resulting from the
acquisition, sales increased for other Actava Sports companies during 1993.
Gross profit as a percent of sales decreased from 20.1% to 13.8% for 1993 but
gross profit in dollars increased by $7.2 million, or 27.4%, from $26.0 million
to $33.2 million, when compared to 1992. Selling, general and administrative
expenses increased by $10.3 million for 1993 as compared to 1992, from $20.1
million to $30.4 million. This was due to $8.6 million of DP selling, general
and administrative expense incurred from the acquisition date to year-end 1993.
Operating profit decreased from $5.9 million in 1992 to $2.7 million in 1993.
The decrease in operating profit is primarily attributable to DP, which recorded
a loss for the six months ended December 31, 1993 due to the cautious retail
environment and production problems caused by late delivery of electronic
components for treadmill equipment. Actava announced on October 26, 1993, that a
new President and Chief Executive Officer had been appointed for DP.

Sales for Actava Sports increased $13.2 million or 11.4% in 1992 as
compared to 1991. Each of the three subsidiaries that comprised this segment in
1992 had increased net sales in 1992 to their major multi-unit retail customers.
The Actava Sports operating profit of $5.9 million for 1992 was an increase of
33.3% from 1991. Operating profit as a percent of net sales was 4.5% and 3.7%,
respectively, for 1992 and 1991. In addition, operating profit for 1991 included
the impact of provisions for plant closures of $500,000 before tax benefits for
the costs of closing certain manufacturing and warehouse facilities of one of
the companies in Actava Sports.

FINANCIAL POSITION

Actava's working capital was $103.4 million at December 31, 1993 as
compared to $176.1 million at December 31, 1992. The decrease reflects the loss
incurred by the Company for 1993, repayment by Qualex of long-term debt using
cash realized through collections and sales of accounts receivable, the payment
of certain

15
<PAGE> 17

sinking fund requirements, the use of approximately $11.6 million of cash in the
DP acquisition and $23.0 million of additional cash provided to DP. Increases in
accounts receivable and increases in inventory are principally financed by
borrowings from working capital lines of credit.

Cash and short-term investments at Actava, excluding Qualex, decreased by
$31.6 million in 1993, to $44.3 million. The primary reasons for this decrease
were the cash requirements for the DP acquisition, plus a $15.0 million equity
contribution and an $8.0 million working capital advance made by Actava to DP
following the acquisition. Increased inventory also contributed to the decrease
in cash. At December 31, 1993, approximately $5.0 million of Actava's cash and
short-term investments were pledged to secure a Snapper credit line and
approximately $20.7 million of cash and short-term investments were pledged to
support outstanding letters of credit. Due to the seasonal nature of its
businesses, the Company has the greatest need for funds in the first and last
quarters of the year.

For 1993, consolidated cash flows of $12.9 million were used by operations,
investing activities used $25.0 million of cash, and financing activities
provided $35.9 million of cash. Cash flow used by operations included
depreciation of $44.7 million and amortization of $25.8 million. Investing
activities used $25.0 million of cash, including payments for property, plant
and equipment (net of disposals) of $39.5 million, payments for purchases of
businesses of $9.4 million, representing the acquisition of DP, and net sales of
investments of $34.2 million. Financing activities provided $35.9 million during
the year with borrowings under short-term bank agreements of $52.3 million, net
payments of $311,000 under longterm debt agreements, payments of subordinated
debt of $1.8 million, and payments of dividends by Qualex and the Company of
$8.6 million and $6.3 million, respectively.

Actava's senior long-term debt increased slightly from $220.4 million at
December 31, 1992 to $220.9 million at December 31, 1993. This increase is
primarily attributable to borrowings by Qualex, partially offset by the
termination of capitalized lease obligations for Snapper.

Actava's long-term subordinated debt position of $190.6 million at December
31, 1993 is a decrease of $3.0 million from year-end 1992. Subordinated debt is
46.5% of Actava's total long-term debt, including the current portion, with the
first significant maturity due in 1996.

The Company has a currency swap agreement with a financial institution in
order to eliminate exposure to foreign currency exchange rates for its 6% Senior
Subordinated Swiss Franc Bonds. A default by the financial institution that is a
party to the swap agreement would expose the Company to potential currency
exchange risk on the remaining bond interest and principal payments. SEE
"SUBORDINATED DEBENTURES" IN NOTES TO FINANCIAL STATEMENTS.

During 1993, Qualex entered into a hedge agreement with a bank which
expires in 1996 related to Qualex's $200,000,000 of Senior Notes. The hedge
agreement includes a Basic Transaction for a notional amount of $100,000,000
under which Qualex pays an interest rate based on the three-month London
Interbank Offered Rate (LIBOR) and receives a fixed interest rate of 4.0587%
quarterly, and an Enhancement Transaction for a notional amount of $163,000,000
under which Qualex pays an interest rate based on the three-month LIBOR and
receives a variable interest rate based on the prime rate less 2.49%. A net
settlement is calculated and paid on a quarterly basis. At December 31, 1993,
termination of this interest rate swap agreement would require a cash payment by
Qualex of $1,158,000 based on market quotes.

Qualex also entered into various commodity swaps to provide protection
regarding future variable prices for silver recoveries from photofinishing
processes by setting a current price for future silver sales. The outstanding
contracts at December 31, 1993 cover the sale of 2.9 million troy ounces of
silver at index amounts of $3.85 to $4.67 per ounce in 1994 and 1.4 million troy
ounces per year at index amounts of $4.23 to $5.10 per ounce from 1995 to 2005.
In 1997, Qualex has the sale of 4.3 million troy ounces covered by swap
agreements at an index amount of $5.15 per ounce. During 1993 and 1992, $2.9
million and $1.7 million of these gains were amortized as reductions of cost of
sales while $1.9 million and $782,000 of gain amortization reduced interest
expense in 1993 and 1992, respectively. At December 31, 1993 and 1992,
respectively, $7.4 million and $11.5 million of these gains were recorded as
deferred income. The deferred gains are amortized over the

16
<PAGE> 18

original effective lives of the agreements and $5.0 million, $1.3 million,
$835,000 and $279,000 will be amortized in 1994, 1995, 1996 and 1997,
respectively. At December 31, 1993, termination of the commodity swap agreements
would require cash payments by Qualex of $18.7 million based on market quotes.
Termination of the commodity swap agreements could occur at Qualex's election
and an economic gain could result, due to changes in silver market prices. See
"Index Protection Agreements" in "Summary of Significant Accounting Policies" in
Notes to Consolidated Financial Statements.

On June 8, 1993, the Company acquired substantially all the assets of DP
for a net purchase price consisting of $11.6 million in cash, the issuance of
1,090,909 shares of the Company's Common Stock valued at $12 million, and the
assumption or payment of certain liabilities including trade payables and a
revolving credit facility. SEE "ACQUISITIONS" IN NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS. The Company also entered into an agreement which may provide the
seller with the right to receive additional payments of cash, or additional
shares of Company Common Stock, depending upon the value of the issued shares
over a period of not longer than one year from the purchase date. The agreement
gives the seller the right under certain circumstances, to require the Company
to purchase the 1,090,909 shares issued to the seller in connection with the
acquisition (the "Acquisition Shares") at a price equal to $11.00 per share. The
payment of additional cash or the issuance of additional shares will not
increase the cost recorded by Actava for DP, but will affect the manner in which
the total purchase price is recorded by Actava. The right of the seller to
receive additional payments of cash or additional shares of Company Common Stock
becomes exercisable after June 8, 1994. In the event that a registration
statement under the Securities Act of 1933, as amended, is in effect with
respect to the Acquisition Shares, the Company may require the seller to sell
the Acquisition Shares to purchasers other than the Company and pay to the
seller the difference between the price received and $11.00 per share. The
Company has filed a Registration Statement under the Securities Act of 1933, as
amended, with respect to the Acquisition Shares. If the Registration Statement
is not declared effective on or before June 8, 1994, the Company will be
required to repurchase the Acquisition Shares for $12.0 million in cash. Any
such repurchase would violate covenants in the Company's credit and subordinated
debt agreements.

Actava's debt agreements contain covenants which, among other things, place
restrictions upon the amount of stock the Company may repurchase and dividends
it may pay. Under the terms of Actava's 6% Senior Subordinated Swiss Franc Bonds
due 1996, Actava may not make any cash redemptions (in excess of the aggregate
net cash proceeds from the sale of Common Stock) of its Common Stock or declare
any cash dividends after September 30, 1985 in excess of $25 million plus (or
minus) the net income (or loss) of Actava subsequent to September 30, 1985. As
of December 31, 1993 Actava had approximately $3.4 million available for
dividends or redemptions pursuant to this covenant. The Qualex credit agreement
and the Shareholders' Agreement with Eastman Kodak Company also restrict the
amount of net assets of Qualex which may be transferred to the Company or Kodak
by dividend or other means. In addition, the DP credit agreement requires that
Actava maintain, at all times, an unrestricted cash and short-term investment
position of $20 million after September 30, 1994. Non-compliance with this
requirement subjects this agreement to termination by the lender upon
seventy-five days notice to Actava.

In November 1991, the Company entered into a Loan Agreement with its 25.0%
stockholder, Triton Group Ltd. ("Triton"), whereby Triton could borrow up to
$32.0 million from the Company secured by the stock in the Company owned by
Triton (the "Triton Loan"). SEE "TRITON GROUP LTD." IN NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS. The Triton Loan Agreement was modified in June 1993,
pursuant to the Plan of Reorganization filed by Triton in its Chapter 11
bankruptcy proceeding. The modification reduced the interest rate on the Triton
Loan, extended the maturity date from November 1994 to April 1997 and modified
the mandatory payment (margin call) provisions and the Stockholder Agreement
between Actava and Triton, as described in the Notes to the Consolidated
Financial Statements. As modified, the Triton Loan provided for quarterly
payments of interest only with no scheduled principal payments due until final
maturity in April 1997. In December 1993, Triton and Actava entered into a
further amendment to the Loan Agreement pursuant to which Triton made a
principal payment of $5.0 million plus accrued interest on the Triton Loan,
reducing the loan balance to approximately $26.7 million. In addition, the
December 1993 amendment provided for quarterly principal payments of $1.25
million commencing March 31, 1994 and modified the

17
<PAGE> 19

mandatory payment (margin call) provisions of the loan, as described in the
Notes to Consolidated Financial Statements. Triton has announced that it is
seeking to make arrangements to prepay the remaining balance of approximately
$26.7 million due under the Triton Loan and has obtained a bank commitment,
subject to certain conditions, that would enable Triton to prepay its
obligations in full. Triton has also announced, however, that it may seek to
impose additional requirements on Actava as a condition to Triton's repayment of
the loan.

On December 31, 1993, the Company, excluding its subsidiaries and Snapper,
had $9.3 million of unrestricted cash and short-term investments. The Company's
subsidiaries, excluding Qualex, had unused borrowing capacity of approximately
$36.5 million at December 31, 1993 under credit agreements secured by assets
such as accounts receivable and inventory. Such subsidiaries, however, are
restricted by financial covenants in their credit agreements from paying the
Company more than 70% of their net income as dividends. Qualex is subject to
similar restrictions under its credit agreements. In addition, Qualex is subject
to the Change of Control provisions in the Shareholders Agreement between the
Company and Kodak. These Change of Control provisions could have the effect of
eliminating the Company's ability to control the payment of dividends by Qualex.
During 1994, the Company will be entitled, under these covenants, to receive
approximately $8.8 million in cash dividends from its subsidiaries, including
Qualex and Snapper, based on their earnings in 1993 plus an additional dividend
of approximately $4.7 million from Qualex pursuant to a waiver of the dividend
restrictions by the lender to Qualex. These subsidiary dividends are usually
paid in the first three months of the year. The Company uses its existing cash
and short-term investments, as well as dividends from its subsidiaries and
payments on the Triton Loan, to provide for items such as operating expense
payments, debt service, and dividend payments to shareholders. On March 3, 1994,
the Company announced it was suspending dividend payments to shareholders, which
will result in approximately $6.3 million of cash savings in 1994. The Company,
excluding its subsidiaries and Snapper, has debt service payments scheduled in
1994 of approximately $21.3 million, and the Company anticipates that its total
cash needs in 1994 will exceed the anticipated amount of additional cash to be
received by the Company, including dividends from its subsidiaries. As a result,
if the Company does not receive additional cash through either a refinancing,
the repayment of the Triton Loan or the realization of value from the sale or
partial sale of one of its operating entities, the Company will end 1994 with
less unrestricted cash and short-term investments than it held at the end of
1993.

The amended credit agreements (SEE "NOTES PAYABLE AND LONG-TERM DEBT" IN
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS), with Snapper and one of the
Company's sporting goods subsidiaries contain financial covenants (involving
tangible net worth, book net worth and other matters) which the Company must
comply with to prevent a default. A default under these credit agreements would
have serious adverse consequences, including the elimination of funding for the
operations of Snapper and the sporting goods company, as well as the prohibition
on payment of any dividends to the Company by these businesses. As a result of
the net loss for 1993, it was necessary for the Company to obtain financial
covenant amendments from the lenders in order for the Company to be in
compliance with these covenants at December 31, 1993. Management expects the
Company to remain in compliance with these covenants, as amended, for the first
and second quarters of 1994 and thereafter if certain events take place,
including increased earnings. Management expects that the Company would continue
to be in compliance after the second quarter of 1994 without regard to increased
earnings if the $26.7 million Triton Loan is repaid because the Triton Loan is
excluded for purposes of determining compliance with certain covenants in the
credit agreements. If existing cash, dividends from subsidiaries and payments on
the Triton Loan are not sufficient to meet its cash requirements, the Company
will seek to generate additional cash by selling or pledging certain assets, and
will consider additional options to reduce its cash expenditures.

The Company is subject to various contingent liabilities and commitments.
These include a floor plan agreement entered into by Snapper under which
approximately $23.0 million is outstanding for 1993, various guaranties of debt
totaling approximately $8.6 million, various real estate leases with estimated
future payments of approximately $9.1 million, an agreement for Qualex which
involves sales of an undivided interest in certain accounts receivable with a
maximum of $75.0 million, a supply agreement between Qualex and Kodak, various
environmental matters, a ten year agreement entered into by Qualex to purchase
information

18
<PAGE> 20

systems services for annual charges of approximately $13.0 million, and various
pledges of cash and short-term investments. SEE "CONTINGENT LIABILITIES AND
COMMITMENTS" IN NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

OTHER ITEMS

On March 28, 1991, the Qualex Shareholders Agreement between Actava and
Eastman Kodak Company was amended. The amendment stipulates that a change of
control of Actava, as defined in the Shareholders' Agreement ("Change of
Control"), occurred on February 6, 1991. However, in the amendment, Kodak waived
its Change of Control rights under the Shareholders' Agreement with respect to
the February 6, 1991 Change of Control. Kodak may withdraw its waiver and
enforce its rights under the agreement as of each March 1, by providing Actava
with 30 days written notice. Kodak did not give the notice required to exercise
its Change of Control rights on March 1, 1994. The amendment also provides that
the Board of Directors of Qualex would be increased to nine members, comprised
of five representatives of Actava, three representatives of Kodak and the chief
executive officer of Qualex.

Since the formation of Qualex in March, 1988, Actava has consolidated the
accounts of Qualex as Actava has a controlling interest in the entity. Actava is
deemed to control Qualex because it owns 51% of the voting stock of Qualex, is
entitled to and has elected a majority of the members of the Board of Directors
of Qualex, and has the ability through its control of the Board of Directors to
declare dividends, remove the executive officers of Qualex and otherwise direct
the management and policies of Qualex, except for policies relating to certain
designated actions requiring the consent of at least one member of the Board of
Directors of Qualex designated by Kodak. The Company believes that consolidation
of the accounts of Qualex with those of the Company clearly reflects the
financial position and results of operation of the Company and its subsidiaries.
The effect on the Company of accounting for its ownership in Qualex by using the
equity method -- rather than by consolidation -- is disclosed under
"PHOTOFINISHING TRANSACTION" IN THE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
While the March, 1991 amendment does not change Actava's controlling interest in
Qualex, if Kodak were to withdraw its waiver, or if an additional Change of
Control of Actava were to occur, the Shareholders' Agreement, as amended,
provides for the redemption of certain of Qualex's preferred stock, including
the voting preferred stock owned by Actava. Upon redemption, Actava would own
50% of the voting securities of Qualex. While Actava's voting stock would be
reduced from 51% to 50%, this change would not alter Actava's and Kodak's
current equal interest in the equity, earnings and cash dividends of Qualex. In
addition, the Board of Directors of Qualex would be composed of 11 members,
comprised of five representatives of Actava, five representatives of Kodak and
the chief executive officer of Qualex and all actions of the board would require
the affirmative vote of at least seven board members. In the event these changes
were to occur, Actava may possibly be deemed to no longer control Qualex and
Actava would no longer be in a position to unilaterally control, among other
things, the declaration of dividends to Actava and Kodak by Qualex as the
declaration would require the concurrence of Kodak.

If Actava were deemed in the future to no longer be in control of Qualex,
Actava would cease to consolidate the accounts of Qualex. In that event, Actava
would account for its ownership of Qualex using the equity method of accounting.
Such a development would not affect the net income and shareholders' equity of
Actava. However, Actava's consolidated total assets, liabilities, sales and
costs and expenses would be reduced as they would no longer include specific
accounts of Qualex. If Actava had accounted for Qualex using the equity method
during all of 1993, Actava's total assets and liabilities at December 31, 1993
would have been $696.4 million and $500.5 million, respectively, and sales and
total costs and expenses would have been $465.8 million and $519.0 million,
respectively.

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<PAGE> 21

superfund sites has been quantified and its remaining exposure is estimated to
be less than $300,000 for all three sites. The Company is participating with the
Federal and Ohio Environmental Protection Agencies in initial investigations of
a potential environmental contamination site involving a divested subsidiary.
The Company has been advised by the Ohio agency that remediation costs for the
site may be as much as $1.7 million; however, at this time the Company's share
of these costs, if any, cannot be reasonably estimated. DP is also complying
with various requirements under a compliance order under the Resource
Conservation Recovery Act as administered by the State of Alabama. Upon the
acquisition of DP, a reserve of approximately $1.5 million was established for
expected clean-up costs.

OTHER SEGMENT DATA

THE ACTAVA GROUP INC. AND SUBSIDIARIES

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------------
1993 1992 1991
-------- -------- --------
<S> <C> <C> <C>
(IN MILLIONS)
ASSETS
Photofinishing............................................... $ 778.2 $ 787.8 $ 702.2
Lawn and Garden.............................................. 230.7 236.8 186.3
Sporting Goods............................................... 165.7 47.2 45.3
-------- -------- --------
Segments.................................................. 1,174.6 1,071.8 933.8
Corporate(a).............................................. 100.5 146.1 155.8
-------- -------- --------
Total................................................ $1,275.1 $1,217.9 $1,089.6
======= ======= =======
DEPRECIATION AND AMORTIZATION
Photofinishing............................................... $ 58.3 $ 50.3 $ 35.7
Lawn and Garden.............................................. 8.9 8.1 7.6
Sporting Goods............................................... 3.1 .4 .4
-------- -------- --------
Segments.................................................. 70.3 58.8 43.7
Corporate................................................. .1 .2 .3
-------- -------- --------
Total................................................ $ 70.4 $ 59.0 $ 44.0
======= ======= =======
CAPITAL EXPENDITURES
Photofinishing............................................... $ 43.9 $ 68.5 $ 45.5
Lawn and Garden.............................................. 6.4 13.0 13.7
Sporting Goods............................................... .3 .2 .2
-------- -------- --------
Segments.................................................. 50.6 81.7 59.4
Corporate................................................. -- .1 .1
-------- -------- --------
Total................................................ $ 50.6 $ 81.8 $ 59.5
======= ======= =======
</TABLE>

- ---------------

(a) Corporate assets consist primarily of short-term investments, land, notes
receivable and certain property and equipment.

ACCOUNTING PRINCIPLE DEVELOPMENTS

The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes." Actava adopted the
new method of accounting for income taxes on January 1, 1993. Statement No. 109
affects the manner and rates at which deferred income taxes are reflected on the
balance sheet and therefore, possibly the amount of taxes reflected in the
statement of operations. The adoption of Statement No. 109 did not result in a
significant impact to net income when reported as the cumulative effect of a
change in accounting principle in the first quarter of 1993. SEE "SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES -- INCOME TAXES" IN NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS.

20
<PAGE> 22

The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits
Other Than Pensions." Statement No. 106 requires the cost of postretirement
benefits to be recognized in the financial statements over an employee's active
working career. Actava adopted the new method of accounting for these benefits
on January 1, 1993. The adoption of Statement No. 106 resulted in a $4.4 million
charge to net income and was reported as the cumulative effect of a change in
accounting principle in the first quarter of 1993. SEE "SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES -- POSTRETIREMENT BENEFITS OTHER THAN PENSIONS" IN NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required under this item is submitted as a separate section
in this report.

21
<PAGE> 23

PART III

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

CERTAIN RELATIONSHIPS BETWEEN THE COMPANY AND DIRECTORS

Mr. Sanders is Chairman of Troutman Sanders, a law firm which provides
legal services to the Company. During 1993, the Company paid approximately
$785,000 to Troutman Sanders for legal services. Triton reimbursed the Company
for approximately $332,500 of this amount as required by the provisions of the
Loan Agreement between the Company and Triton. See "RELATIONSHIP WITH
TRITON -- TRITON LOAN."

Mr. Darden is chairman and chief executive officer of Sands, a food service
business headquartered in Atlanta. For approximately ten years, Sands has
provided snack bar and vending machine services to the employees of the
Company's Snapper Division in McDonough, Georgia ("Snapper"). During 1993, the
revenue received by Sands from this relationship totalled approximately
$314,000, all of which was paid by employees of Snapper rather than by the
Company. The relationship between Sands and Snapper existed before Mr. Darden
was elected as a director of the Company.

INDEMNIFICATION AGREEMENTS

The Company entered into indemnification agreements (the "Indemnification
Agreements") with each person who was an officer or director of the Company
during 1993, and the Company has approved Indemnification Agreements for Mr.
Cahr and Mr. Phillips, who became directors in 1994. The Indemnification
Agreements provide for indemnification of directors and officers to the full
extent authorized or permitted by law. The Indemnification Agreements also
provide for (i) advancement by the Company of expenses incurred by the director
or officer in defending certain litigation, (ii) the appointment of an
independent legal counsel to determine whether the director or officer is
entitled to indemnity after a change in control, and (iii) the continued
maintenance by the Company of the directors' and officers' liability insurance
currently in effect ($5 million of primary coverage and an excess policy
providing $5 million of additional coverage). These Indemnification Agreements
were approved by the stockholders of the Company at the 1993 Annual Meeting of
Stockholders.

INDEBTEDNESS OF MANAGEMENT

During 1991, certain executive officers of the Company purchased shares of
Common Stock from the Company under the Company's Restricted Stock Plan in
exchange for full recourse promissory notes issued to the Company in the amounts
indicated below:

<TABLE>
<CAPTION>
NO. OF SHARES OF AMOUNT OF
NAME AND TITLE OF RESTRICTED INDEBTEDNESS
EXECUTIVE OFFICER STOCK PURCHASED TO COMPANY
- ------------------------------------------------------------------- ---------------- ------------
<S> <C> <C>
Frederick B. Beilstein, III........................................ 20,000 $254,719
Senior Vice President -- Treasurer and Chief Financial Officer
Paul N. Kiel....................................................... 2,000 $ 26,569
Former Vice President -- Legal and Secretary
Michael A. Lustig.................................................. 6,000 $ 81,334
Former Vice President -- Corporate Development
</TABLE>

These notes are payable on August 1, 2001 and originally provided for
interest at 9% per annum. In addition, as a condition of his employment, the
Company loaned to Mr. Beilstein $117,000, pursuant to a full recourse promissory
note which originally provided for interest at 9% per annum and is payable on
August 1, 2001, to finance his purchase of 10,000 shares of the Company's Common
Stock in an open market transaction. All of the notes described above were
modified in 1993, with the approval of the Compensation Committee, to provide
for interest at the prime rate plus 1/2% per annum.

22
<PAGE> 24

SHAREHOLDER RIGHTS AGREEMENT WITH WESTINGHOUSE

On June 8, 1993, in connection with the Company's acquisition of
substantially all of the assets of Diversified Products Corporation ("DP"), the
Company and Westinghouse entered into a Shareholder Rights Agreement with regard
to the 1,090,909 shares (the "Westinghouse Shares") which were included in the
net purchase price for DP's assets. The Shareholder Rights Agreement provides
that Westinghouse has the right (the "Put Right"), under certain circumstances,
to require the Company to purchase any Westinghouse Shares owned by Westinghouse
at a price equal to $11.00 per share which price is subject to adjustment (the
"Applicable Price"). This Put Right may be exercised on June 8, 1994, the first
anniversary date of the Shareholder Rights Agreement. In the event that a
registration statement is in effect with respect to the Westinghouse Shares
under the Securities Act of 1933, as amended, at the time the Put Right is
exercised, the Company may request that Westinghouse sell the Westinghouse
Shares to purchasers other than the Company in lieu of requiring the Company to
purchase such shares. If, pursuant to this request, Westinghouse sells any
Westinghouse Shares to purchasers other than the Company for a price less than
the Applicable Price, the Company will be required to pay the difference between
the price received by the selling shareholder and the Applicable Price. The
Company, at its election, may pay this amount in cash or in additional shares of
Common Stock of the Company provided that a registration statement is in effect
with respect to such additional shares at the time of exercise of the Put Right.
The Shareholder Rights Agreement also provides that the Westinghouse Shares will
be voted in favor of the slate of nominees for directors of the Company proposed
by management of the Company (i) at each regular or special meeting of the
Company's stockholders at which directors are elected held between June 8, 1993
and the sixtieth (60th) day after the Exercise Date of the Put Right and (ii)
pursuant to any solicitation of votes for directors of the Company circulated
between June 8, 1993 and the sixtieth (60th) day after the Exercise Date.
Westinghouse has agreed to cause certain transferees of the Westinghouse Shares,
including the Westinghouse Executive Pension Trust Fund which currently holds
the Westinghouse Shares, to agree in writing with the Company to vote the
Westinghouse Shares held by it in accordance with such provisions.

RELATIONSHIP WITH TRITON

Triton is the beneficial owner of approximately 24% of the outstanding
shares of the Company's Common Stock. See "OWNERSHIP OF COMPANY STOCK BY CERTAIN
HOLDERS." Charles R. Scott, the former president and chief executive officer of
the Company and currently a senior officer of the Company, served, until
February 15, 1993, as chairman and a director of Intermark (which was merged
into Triton on June 25, 1993) and as chairman of the board of Triton. Triton and
the Company are parties to a Stockholder Agreement which, among other things,
contains provisions regarding the composition of the Board of Directors of the
Company. Richard Nevins and Michael E. Cahr were designated by Triton and
elected as directors of the Company pursuant to the Stockholder Agreement. See
"DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT."

STOCKHOLDER AGREEMENT

On May 22, 1989, Triton and the Company entered into a Stockholder
Agreement, as amended (the "Original Stockholder Agreement"), pursuant to which
Triton agreed to certain conditions required by the Board of Directors of the
Company to obtain its approval, pursuant to Section 203(a)(1) of the Delaware
General Corporation Law, for the purchase by Triton of in excess of 15% of the
outstanding shares of the Company's Common Stock in open market or private
purchases. The Original Stockholder Agreement provided that Triton may not
engage, or cause any affiliate of Triton to engage, in any "business
combination" (as defined in Section 203 of the Delaware General Corporation Law)
with the Company without the prior approval of a majority of the directors of
the Company who are "disinterested" from Triton or any affiliate of Triton
(except the Company). The Original Stockholder Agreement further provided that
the Board of Directors of the Company would consist of not less than seven
directors, at least three of whom would be disinterested from Triton, and that
Triton would cause all shares of voting stock of the Company owned by it or any
affiliate to vote for all of the Company's nominees to the Board of Directors.
Under the Original Stockholder Agreement, the term "disinterested director" is
defined to mean "any member of the Board of Directors of the Company who is not
an officer, director or a person who controls or is under common control

23
<PAGE> 25

with [Triton] or any Affiliate of [Triton]." The Company is not deemed an
"Affiliate" of Triton for purposes of the agreement. The Original Stockholder
Agreement was entered into when Triton owned 9.9% of the outstanding shares of
the Company's Common Stock. The term of the Original Stockholder Agreement
originally expired on July 7, 1992, which is the third anniversary of Triton's
becoming a 15% owner of Common Stock. On November 27, 1991, the Company and
Triton entered into an amendment to the Original Stockholder Agreement in
connection with a loan made by the Company to Triton. See "TRITON LOAN" below.
The 1991 amendment extended the term of the Original Stockholder Agreement until
the later to occur of: (i) July 7, 1993; or (ii) twelve (12) months from the
payment in full of the loan made by the Company to Triton, but in no event later
than November 27, 1994 unless the loan has not been paid in full by such date,
in which case the Original Stockholder Agreement would expire on the date the
loan is paid in full.

In October 1992, Intermark and Triton filed petitions for reorganization
under Chapter 11 of the U.S. Bankruptcy Code (the "Chapter 11 Proceeding"). On
February 10, 1993, Triton filed a motion with the bankruptcy court in the
Chapter 11 Proceeding seeking to have the Original Stockholder Agreement
rejected as an executory contract and seeking the bankruptcy court's approval
for the use of estate property to fund the solicitation of proxies for Triton's
own slate of directors at the Company's 1993 Annual Meeting of Stockholders. On
March 8, 1993, the bankruptcy court denied Triton's motion and Triton voted its
shares in favor of the Company's nominees for the Board of Directors at the 1993
Annual Meeting of Stockholders.

On June 4, 1993, the bankruptcy court approved the Joint Plan of
Reorganization of Triton and Intermark in the Chapter 11 Proceeding, and
Intermark was merged into Triton pursuant to the Plan of Reorganization on June
25, 1993. The Original Stockholder Agreement was amended on June 25, 1993 (the
"Stockholder Agreement") pursuant to the Plan of Reorganization to permit Triton
to designate two directors (who are not officers or employees of Triton) on an
expanded nine-member Board of Directors of the Company as long as Triton
continues to own 20% or more of the outstanding shares of the Company's Common
Stock. The Stockholder Agreement provides that if Triton's ownership of the
Company's Common Stock is reduced to less than 20%, but not less than 10%, then
Triton can designate one director, and if Triton's ownership is reduced to less
than 10% of the Common Stock, then Triton is not entitled to designate any
directors. Under the Stockholder Agreement, Triton is obligated to vote the
shares of Common Stock owned by it in favor of the Company's nominees to the
Board of Directors so long as any obligations are outstanding under the loan
made by the Company to Triton. See "TRITON LOAN" below. "The Stockholder
Agreement continues to require approval of a majority of the "disinterested
directors" of the Company for any business combination between the Company and
Triton or any of its Affiliates, and the definition of 'disinterested director'
was not changed from the Original Stockholder Agreement." Mr. Nevins and Mr.
Cahr are the only current directors of the Company who are not disinterested
directors. In addition, Triton's right to designate any directors under the
Stockholder Agreement terminates and each designated director is required to
resign if Triton directly or indirectly initiates, participates in, finances or
otherwise supports any effort to solicit from other stockholders proxies or
consents for the election of directors of the Company other than the Company's
nominees for the Board of Directors. The Stockholder Agreement terminates after
Triton's obligations under the loan made by the Company to Triton have been
satisfied in full and after Triton is no longer entitled to designate any of the
Company's directors under the Stockholder Agreement. See "TRITON LOAN".

TRITON LOAN

In November 1991, after an independent review by the Company's
disinterested directors, the Company and Triton entered into a Loan Agreement
(the "Triton Loan Agreement") under which the Company agreed to lend up to $32
million to Triton secured by a pledge of the shares of the Company's Common
Stock owned by Triton (the "Triton Loan"). The directors of the Company who were
then affiliated with Triton did not attend the meeting of the Company's Board of
Directors at which the Triton Loan Agreement was approved. Triton's initial draw
under the Triton Loan was approximately $27 million, but subsequent draws, in
accordance with margin requirements, increased the principal amount of the
Triton Loan to $32 million. In connection with the Triton Loan, Triton granted
to the Company a right of first refusal to purchase the shares of the Company's
Common Stock held by Triton upon a proposed sale of all or any portion of such
shares (voluntary or involuntary) by Triton.

24
<PAGE> 26

The proposed Plan of Reorganization originally filed by Triton in the
Chapter 11 Proceeding contemplated significant revisions in the terms of the
Triton Loan and the elimination of the Stockholder Agreement and the Company's
right of first refusal to purchase the shares of the Company's Common Stock
owned by Triton. The Company filed an objection to the proposed Plan of
Reorganization after a special committee of the Board of Directors consisting of
directors not affiliated with Triton (the "Special Committee") concluded that
the terms of the proposed Plan of Reorganization were not acceptable. Triton
then initiated settlement discussions with the Special Committee in an effort to
eliminate the Company's objections to the Plan of Reorganization. As a result of
these discussions, the proposed revisions to the terms of the Triton Loan and
related documents were modified in a manner acceptable to the Special Committee
and the Company withdrew its objections to the Plan of Reorganization.

In accordance with the settlement agreement reached between Triton and the
Company, the Triton Loan Agreement was amended pursuant to the Plan of
Reorganization to extend the maturity date of the Triton Loan from November 1994
to April 1997, the interest rate was reduced from prime plus 4% to an escalating
rate averaging prime plus 1 3/4% per annum for the balance of the term of the
Triton Loan, the ratio of minimum collateral value to loan balance required
under the mandatory payment (margin call) provisions of the Triton Loan
Agreement was reduced from approximately 154% (approximately $11.25 per share)
to 125% (approximately $9.14 per share), and release provisions were added
allowing Triton to withdraw shares pledged as collateral if and to the extent
the collateral exceeded approximately 190% of the loan balance ($14.00 per
share). The Company's right of first refusal with respect to any sale by Triton
of its shares of Common Stock of the Company was continued in effect until the
Triton Loan is paid in full. These changes in the Triton Loan Agreement and
related documents took effect upon consummation of Triton's Plan of
Reorganization on June 25, 1993.

On August 19, 1993, following an unsuccessful attempt by Triton to obtain
bankruptcy court approval for a modification or elimination of the mandatory
payment (margin call) provisions of the Triton Loan Agreement, the Company and
Triton entered into an amendment to the Triton Loan Agreement to permit Triton
to make deposits into a deposit account in lieu of pledging additional
certificates of deposit pursuant to the mandatory payment (margin call)
provisions of the Triton Loan Agreement. As of December 6, 1993, as a result of
declines in the market price of the Company's Common Stock, Triton had deposited
an aggregate of $7.5 million into a deposit account pursuant to these mandatory
payment provisions.

On December 7, 1993, the Company and Triton executed a further amendment to
the Triton Loan Agreement (the "Second Amendment") pursuant to which Triton made
a principal payment of $5 million plus accrued interest on the Triton Loan and
the loan repayment provisions were revised to provide for quarterly principal
payments of $1,250,000 on March 31, June 30, September 30 and December 31 of
each year, commencing March 31, 1994, with the remaining balance of the loan
being due and payable on April 1, 1997. In addition, the Second Amendment
provides that the per share value of the Company's Common Stock shall be deemed
to be not be less than $7.50 for purposes of the mandatory payment (margin call)
provisions of the Triton Loan. In addition, Triton granted to the Company in
connection with the execution of the Second Amendment a security interest in
75,000 additional shares of the Company's Common Stock purchased by Triton
earlier in 1993. The effect of the $7.50 valuation floor and the additional
security interest was to cause the $7.5 million that had been deposited in the
deposit account under the mandatory payment provisions of the Triton Loan
Agreement to be released to Triton.

TRITON'S EFFORTS TO REFINANCE THE TRITON LOAN

In February 1994, Triton informed the Company that it was seeking a bank
loan to finance its prepayment of the remaining balance of approximately $27
million owed to the Company under the Triton Loan. The Company was advised that
Triton's bank lender, as a condition to making a loan to Triton, required that
the Company enter into certain agreements to protect the value of the Company's
Common Stock to be held by the bank as collateral for the new loan. These
agreements included a Stock Rights Agreement and a Registration Rights
Agreement. Under the Stock Rights Agreement, the Board of Directors of the
Company approved, for purposes of Section 203 of the Delaware General
Corporation Law, any acquisition of the shares of Common Stock of the Company by
the bank lender to Triton pursuant to the new loan agreement between

25
<PAGE> 27

Triton and the bank. As a result of the Stock Rights Agreement, the bank lender
to Triton would be able to foreclose on the shares of Common Stock of the
Company held by Triton without incurring the three-year restrictions on
transactions with the Company applicable to any new 15% stockholder under the
Delaware corporate law. In addition, the Stock Rights Agreement prohibits the
Company from taking certain actions such as adopting a shareholder rights
agreement, amending certain provisions of the Company's Certificate of
Incorporation and Bylaws, and taking other prescribed actions that would
detrimentally affect the rights of Triton's new lender as a stockholder of the
Company. Under the Registration Rights Agreement, the Company granted certain
registration rights to the bank lender to permit it to register with the
Securities and Exchange Commission any shares of Common Stock of the Company
that it acquires upon foreclosure of the new loan to Triton. The Company's
directors approved these agreements, after considerable discussion with
representatives of Triton and after the Company had obtained an agreement from
Triton committing that Triton would use the proceeds of this new loan to prepay
its obligations to the Company in full. These agreements expire if the Triton
Loan is not paid in full by July 1, 1994.

On March 2, 1994, Triton amended its Schedule 13D filed with the Securities
and Exchange Commission to report that it had obtained the bank commitment
discussed above which would permit Triton to prepay in full its obligations to
the Company under the Triton Loan. The amended Schedule 13D stated that the
commitment remained subject to the preparation of definitive documents and to
certain conditions to closing. The Schedule 13D also stated that Triton intended
to communicate with up to ten major holders of the Company's Common Stock with
respect to the strategic direction and performance of the Company and that
Triton would not make any further decisions with respect to its holdings of the
Company's Common Stock until it had received the results of such communications.

On March 15, 1994, a further amendment to Triton's Schedule 13D was filed
stating that the new loan that would enable Triton to prepay in full the
remaining balance owed to the Company under the Triton Loan was scheduled to be
funded on or about March 31, 1994, subject to certain conditions, and that
Triton "may seek to impose certain requirements on [the Company] as a condition
to Triton's prepayment of the loan, including, but not limited to, possible
additional nominees of Triton on [the Company's] Board of Directors." Triton's
13D amendment stated that Triton supported the effort of the Company's Board of
Directors in its search for a new president and chief executive officer of the
Company and that Triton had suggested that the Company's Board of Directors
convene a meeting prior to the prepayment of the Triton Loan to consider further
these matters.

On March 29, 1994, the Company's Board of Directors received a letter from
Triton seeking assurances from the Board of Directors that it would not take
certain actions (including selection of a new chief executive officer and any
sale of a major asset) over the objection of Triton and demanding that the
Company pay $1 million of Triton's alleged costs in arranging the loan to
refinance the Triton Loan. The Company's counsel responded to this letter by
stating that the disinterested directors of the Company had made it clear that
they did not believe it is in the best interest of the Company for the repayment
of the Triton Loan to be linked to additional concessions to Triton. On March
31, 1994, Triton's representatives advised representatives of the Company that
Triton had decided not to proceed at that time with the closing of its bank loan
to finance the prepayment of the Triton Loan and that Triton would pursue
certain alternatives to reduce the cost of its new bank loan prior to the
expiration of the bank lender's commitment on June 30, 1994.

26
<PAGE> 28

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a)(1) Financial Statements

INDEX OF FINANCIAL STATEMENTS

The following consolidated financial statements of The Actava Group Inc.
and subsidiaries are included in Item 8:

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Auditors................................................ F-3
Consolidated Balance Sheets as of December 31, 1993 and 1992.................. F-4
Consolidated Statements of Operations for the years ended December 31, 1993,
1992 and 1991............................................................... F-5
Consolidated Statements of Cash Flows for the years ended December 31, 1993,
1992 and 1991............................................................... F-6
Consolidated Statements of Stockholders' Equity for the years ended December
31, 1993, 1992 and 1991..................................................... F-7
Notes to Consolidated Financial Statements -- December 31, 1993............... F-8
Summary of Quarterly Earnings and Dividends................................... F-31
</TABLE>

(a)(2) Schedules

INDEX OF FINANCIAL STATEMENT SCHEDULES

The following consolidated financial statement schedules of The Actava
Group Inc. and subsidiaries are included in Item 14(d):

<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C> <C>
Schedule II -- Amounts Receivable From Related Parties and Underwriters,
Promoters, and Employees Other Than Related Parties........... S-2
Schedule III -- Condensed Financial Information of The Actava Group Inc....... S-3
Schedule V -- Property, Plant and Equipment................................. S-7
Schedule VI -- Accumulated Depreciation, Depletion and Amortization of
Property, Plant and Equipment................................. S-8
Schedule VIII -- Valuation and Qualifying Accounts............................. S-9
Schedule IX -- Short-term Borrowings......................................... S-12
Schedule X -- Supplementary Income Statement Information.................... S-13
</TABLE>

All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not required
under the related instructions or are inapplicable, and therefore have been
omitted.

27
<PAGE> 29

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

THE ACTAVA GROUP INC.

By: FREDERICK B. BEILSTEIN, III
------------------------------------
Frederick B. Beilstein, III
Senior Vice President and
Chief Financial Officer

Dated: October 7, 1994

28
<PAGE> 30

THE ACTAVA GROUP INC.

ANNUAL REPORT ON FORM 10-K

ITEM 14(A)(1) AND (2), (C) AND (D)
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

CERTAIN EXHIBITS

FINANCIAL STATEMENT SCHEDULES

YEAR ENDED DECEMBER 31, 1993

F-1
<PAGE> 31

FORM 10-K-ITEM 14(A)(1) AND (2)

The Actava Group Inc. and Subsidiaries

List of Financial Statements and Financial Statement Schedules

The following consolidated financial statements of The Actava Group Inc.
and subsidiaries are included in Item 8:

Consolidated balance sheets -- December 31, 1993 and 1992

Consolidated statements of operations -- Years ended December 31, 1993, 1992
and 1991

Consolidated statements of cash flows -- Years ended December 31, 1993, 1992
and 1991

Consolidated statements of stockholders' equity -- Years ended December 31,
1993, 1992 and 1991

Notes to consolidated financial statements -- December 31, 1993

The following consolidated financial statement schedules of The Actava
Group Inc. and subsidiaries are included in Item 14(d)

<TABLE>
<S> <C> <C>
Schedule II -- Amounts receivable from related parties and underwriters, promoters, and
employees other than related parties
Schedule III -- Condensed financial information of registrant
Schedule V -- Property, plant and equipment
Schedule VI -- Accumulated depreciation, depletion, and amortization of property, plant and
equipment
Schedule VIII -- Valuation and qualifying accounts
Schedule IX -- Short-term borrowings
Schedule X -- Supplementary income statement information
</TABLE>

F-2
<PAGE> 32

REPORT OF INDEPENDENT AUDITORS

To The Stockholders
The Actava Group Inc.

We have audited the accompanying consolidated balance sheets of The Actava
Group Inc. and subsidiaries as of December 31, 1993 and 1992, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
each of the three years in the period ended December 31, 1993. Our audits also
included the financial statement schedules listed in the Index at Item 14(a).
These financial statements and schedules are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
The Actava Group Inc. and subsidiaries at December 31, 1993 and 1992, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1993, in conformity with generally
accepted accounting principles. Also, in our opinion, the related financial
statement schedules, when considered in relation to the basic financial
statements taken as a whole, present fairly in all material respects the
information set forth therein.

As discussed in the notes to consolidated financial statements, in 1993
Actava changed its method of accounting for income taxes and postretirement
benefits, and in 1992 Actava changed its method of accounting for the cost of
its proof advertising program.

ERNST & YOUNG

Atlanta, Georgia
March 3, 1994,
except for the
Notes Payable
and Long-Term Debt Note
as to which the date
is March 29, 1994

F-3
<PAGE> 33

THE ACTAVA GROUP INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------
1993 1992
---------- ----------
(IN THOUSANDS)
<S> <C> <C>
ASSETS
Current Assets
Cash.......................................................................... $ 18,770 $ 20,792
Short-term investments........................................................ 29,635 63,842
Receivables (less allowance for doubtful accounts of $10,227 in 1993 and
$12,805 in 1992)............................................................ 276,018 243,368
Inventories................................................................... 108,439 63,987
Prepaid expenses.............................................................. 43,809 38,365
Income tax benefits........................................................... 32,434 45,790
---------- ----------
Total Current Assets................................................... 509,105 476,144
Property, Plant and Equipment
Land.......................................................................... 8,303 8,700
Buildings and improvements.................................................... 72,289 57,490
Machinery and equipment....................................................... 393,643 343,140
---------- ----------
474,235 409,330
Less allowances for depreciation.............................................. (198,881) (165,720)
---------- ----------
Total Property, Plant and Equipment.................................... 275,354 243,610
Notes Receivable from Triton Group Ltd.......................................... 26,726 31,726
Other Assets (less allowance for doubtful notes and accounts of $3,988 in 1993
and $3,104 in 1992)........................................................... 50,702 45,754
Long-term investments........................................................... 26,611 24,719
Intangibles (less accumulated amortization of $88,281 in 1993 and $65,219 in
1992)......................................................................... 386,626 395,913
---------- ----------
Total Assets........................................................... $1,275,124 $1,217,866
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable.............................................................. $ 86,163 $ 69,665
Accrued expenses and other current liabilities................................ 177,720 160,810
Notes payable................................................................. 135,114 64,795
Current portion of long-term debt............................................. 6,665 10,013
---------- ----------
Total Current Liabilities.............................................. 405,662 305,283
Deferred Income Taxes........................................................... 56,715 53,431
Long-Term Debt.................................................................. 220,887 220,357
Subordinated Debt............................................................... 190,551 193,566
Minority Interest in Photofinishing Subsidiary.................................. 205,395 205,382
Redeemable Common Stock......................................................... 12,000 --
Stockholders' Equity
Common Stock (22,767,744 shares in 1993 and 1992)............................. 22,768 22,768
Additional capital............................................................ 46,362 46,362
Retained earnings............................................................. 236,333 292,266
Less treasury stock -- at cost (6,223,467 shares in 1993 and 1992)............ (121,549) (121,549)
---------- ----------
Total Stockholders' Equity............................................. 183,914 239,847
---------- ----------
Contingent Liabilities and Commitments
Total Liabilities and Stockholders' Equity............................. $1,275,124 $1,217,866
========== ==========
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

F-4
<PAGE> 34

THE ACTAVA GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------------------
1993 1992 1991
---------- ---------- --------
<S> <C> <C> <C>
(IN THOUSANDS EXCEPT PER SHARE
AMOUNTS)
Net sales................................................. $1,241,111 $1,148,743 $924,635
Costs, expenses and other costs of products sold (includes
$219,825 in 1993, $202,360 in 1992 and $172,652 in 1991
purchased from Eastman Kodak Company)................... 957,440 812,932 669,129
Selling, general and administrative....................... 246,465 261,762 259,904
Interest expense.......................................... 43,299 33,454 23,534
Provision for doubtful accounts........................... 7,262 3,419 5,485
Other (income) expense-net................................ 2,915 (6,099) (3,537)
Provision for plant closure costs......................... 3,231 (1,506) 18,969
Provision for employee agreements and related costs....... -- -- 6,839
---------- ---------- --------
Total costs, expenses and other........................... 1,260,612 1,103,962 980,323
Income (Loss) before Income Taxes, Minority Interest and
Cumulative Effect of Change in Accounting
Principle............................................ (19,501) 44,781 (55,688)
Income tax expense (benefit).............................. 15,163 23,328 (10,033)
---------- ---------- --------
Income (Loss) before Minority Interest and Cumulative
Effect of Change in Accounting Principle............. (34,664) 21,453 (45,655)
Minority interest......................................... (8,526) (10,888) (5,166)
---------- ---------- --------
Income (Loss) before Cumulative Effect of Change in
Accounting Principle................................. (43,190) 10,565 (50,821)
Cumulative effect of change in accounting principle....... (4,404) 1,034 --
---------- ---------- --------
Net Income (Loss)....................................... $ (47,594) $ 11,599 $(50,821)
========= ========= ========
Earnings (Loss) Per Share of Common Stock
Primary
Continuing operations..................................... $ (2.52) $ .64 $ (3.08)
Cumulative effect of change in accounting principle....... (.25) .06 --
---------- ---------- --------
Net Income (Loss)......................................... $ (2.77) $ .70 $ (3.08)
========= ========= ========
Pro forma Effect Assuming the Changes in Accounting
Principles are Applied Retroactively:
Net Income (Loss)......................................... $ (43,190) $ 10,565 $(50,667)
========= ========= ========
Net Income (Loss) Per Share............................... $ (2.77) $ .64 $ (3.07)
========= ========= ========
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

F-5
<PAGE> 35

THE ACTAVA GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------------
1993 1992 1991
-------- --------- ---------
(IN THOUSANDS)
INCREASE (DECREASE) IN CASH
<S> <C> <C> <C>
Cash Flows from Operating Activities:
Net Income (Loss)............................................ $(47,594) $ 11,599 $ (50,821)
Cumulative effect of change in accounting principle.......... (4,404) 1,034 --
-------- --------- ---------
Income (loss) before cumulative effect of change in
accounting principle....................................... (43,190) 10,565 (50,821)
Items providing cash from operating activities............... 30,243 13,714 95,965
-------- --------- ---------
Net Cash Provided (Used) by Operating Activities............. (12,947) 24,279 45,144
-------- --------- ---------
Cash Flows from Investing Activities:
Purchases of investments (maturities over 90 days)........... (99,510) (99,198) (288,996)
Sales of investments (maturities over 90 days)............... 111,851 107,932 284,980
Net sales of other investments............................... 21,866 6,143 50,739
Purchase of long-term investments............................ -- (24,719) --
Payments for property, plant and equipment................... (55,554) (81,800) (59,499)
Proceeds from disposals of property, plant and equipment..... 16,024 10,230 6,018
Payments for purchases of businesses......................... (9,415) (30,560) (90,019)
Loans to Triton Group Ltd.................................... 5,000 (1,426) (30,300)
Other investing activities -- net............................ (15,221) (3,604) 5,801
-------- --------- ---------
Net Cash Used by Investing Activities........................ (24,959) (117,002) (121,276)
-------- --------- ---------
Cash Flows from Financing Activities:
Net borrowings (payments) under short-term bank agreements... 52,284 51,107 (4,013)
Borrowings under long-term debt agreements................... 21,503 817,000 774,740
Payments on long-term debt agreements........................ (21,192) (771,136) (653,895)
Payments of subordinated debt................................ (1,847) (200) (5,824)
Proceeds from issuance of Actava Common Stock................ -- 365
Cash dividends paid by Qualex to minority interest........... (8,614) (3,886) (5,884)
Cash dividends paid by Actava................................ (6,250) (5,956) (5,947)
-------- --------- ---------
Net Cash Provided by Financing Activities.................. 35,884 86,929 99,542
-------- --------- ---------
Increase (Decrease) in Cash............................. (2,022) (5,794) 23,410
Cash at beginning of year.................................... 20,792 26,586 3,176
-------- --------- ---------
Cash at End of Year..................................... $ 18,770 $ 20,792 $ 26,586
======== ========= =========
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

F-6
<PAGE> 36

THE ACTAVA GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON STOCK TREASURY STOCK
---------------- ADDITIONAL RETAINED ------------------
SHARES AMOUNT CAPITAL EARNINGS SHARES AMOUNT TOTAL
------ ------- ---------- -------- ------ --------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
(IN THOUSANDS)
Balance -- January 1, 1991........................ 22,768 $22,768 $ 46,276 $344,622 6,254 $(122,136) $291,530
Net (loss) for the year......................... (50,821 ) (50,821)
Cash dividends on Common Stock, $.36 per
share......................................... (5,947 ) (5,947)
Common Stock issued under employee stock
options....................................... (220) (30 ) 585 365
Common Stock purchased and other................ 306 (2) 304
------ ------- ---------- -------- ------ --------- --------
Balance -- December 31, 1991...................... 22,768 22,768 46,362 287,854 6,224 (121,553) 235,431
Net income for the year......................... 11,599 11,599
Cash dividends on Common Stock, $.36 per
share......................................... (5,956 ) (5,956)
Common Stock issued under employee stock
options....................................... (1 ) 4 4
Other, principally foreign currency translation
adjustment.................................... (1,231 ) (1,231)
------ ------- ---------- -------- ------ --------- --------
Balance -- December 31, 1992...................... 22,768 22,768 46,362 292,266 6,223 (121,549) 239,847
Net income for the year......................... (47,594 ) (47,594)
Cash dividends on Common Stock, $.36 per
share......................................... (6,250 ) (6,250)
Common Stock issued from Treasury............... 12,000
Other, principally foreign currency translation
adjustment.................................... (2,089 ) (2,089)
------ ------- ---------- -------- ------ --------- --------
Balance -- December 31, 1993...................... 22,768 $22,768 $ 46,362 $236,333 6,223 $(121,549) $195,914
====== ======= ========= ======== ====== ========= ========
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

F-7
<PAGE> 37

THE ACTAVA GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of Actava and
its majority-owned subsidiaries. All significant intercompany transactions and
accounts have been eliminated in consolidation.

Accounting Changes

Change in Method of Accounting for Certain Advertising Costs

Effective January 1, 1992, Qualex changed its method of accounting for the
cost of its proof advertising program to recognize these costs at the time the
advertising is placed by the customer. Under the proof advertising program,
Qualex reimburses certain advertising costs incurred by its customers up to a
percentage of sales to that customer. Qualex previously accrued such costs at
the time of the initial sale. Qualex believes that this new method is preferable
because it recognizes advertising expense as it is incurred rather than at the
time of the initial sale to the customer. The 1992 adjustment of $1,034,000, net
of income taxes of $1,437,000 and minority interest of $1,033,000, was included
in income for 1992 to apply retroactively the new method. The 1992 adjustment
before income taxes and minority interest was $3,504,000. The pro forma amounts
presented in the consolidated statements of operations for 1992 and 1991 reflect
the effect of the retroactive application of applying the new method and related
taxes and minority interest.

Change in Method of Accounting for Income Taxes

Effective January 1, 1993, the Company adopted FASB Statement No. 109,
"Accounting for Income Taxes." Under Statement 109, the liability method is used
in accounting for income taxes: deferred tax assets and liabilities are
determined based on differences between financial reporting and tax bases of
assets and liabilities and are measured using the enacted tax rates and laws
that will be in effect when the differences are expected to reverse. Prior to
the adoption of Statement 109, income tax expense was determined using the
deferred method: deferred tax expense was based on items of income and expense
that were reported in different years in the financial statements and tax
returns and were measured at the tax rate in effect in the year the difference
originated.

As permitted by Statement 109, the Company has elected not to restate the
financial statements of any prior years. The presentation of some items, such as
depreciation, has changed; however, the cumulative effect of the change in
accounting principle on pre-tax income from continuing operations, net income
and financial position was not material.

Change in Method of Accounting for Postretirement Benefits

Effective January 1, 1993, the Company adopted FASB Statement No. 106,
"Accounting for Postretirement Benefits Other Than Pensions." The Company and
its subsidiaries provide group medical plans and life insurance coverage for
certain employees subsequent to retirement. The plans have been funded on a
pay-as-you-go (cash) basis. The plans are contributory, with retiree
contributions adjusted annually, and contain other cost-sharing features such as
deductibles, coinsurance and life-time maximums. The plan accounting anticipates
future cost-sharing changes that are consistent with the Company's expressed
intent to increase the retiree contribution rate annually for the expected
medical trend rate for that year. The Company funds the excess of the cost of
benefits under the plans over the participants' contributions as the costs are
incurred. The coordination of benefits with medicare uses a supplemental, or
exclusion of benefits, approach.

As permitted by Statement 106, the Company elected to immediately recognize
the effect in the statement of operations for the first quarter of 1993 as a
$4,404,000 charge to net income as the cumulative effect of a change in
accounting principle. The annual net periodic postretirement benefit expense for
1993 decreased by $38,000 as a result of adopting the new rules. Postretirement
benefit expense for 1992 and 1991,

F-8
<PAGE> 38

THE ACTAVA GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

recorded on a cash basis, has not been restated. The pro forma amounts presented
in the consolidated statements of operations reflect no effect of the
retroactive application of applying the new method as it is not material. The
assumed health care cost trend rate used to measure the expected cost of
benefits covered by the plan for 1993 is 14%. This trend rate is assumed to
decrease in 1% decrements to 6% in 2001 and years thereafter. A 7% discount rate
per year, compounded annually, was assumed to measure the accumulated
postretirement benefit obligation as of December 31, 1993, as compared to 9% for
January 1, 1993. A 1% increase in the assumed health care cost trend rate would
increase the accumulated postretirement benefit obligations as of December 31,
1993, by 16% and the net periodic postretirement benefit cost by 18%.

The following table presents the plans' funded status reconciled with
amounts recognized in the Company's consolidated balance sheet:

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------
1993 1992
------- -------
(IN THOUSANDS)
<S> <C> <C>
Accumulated postretirement benefit obligation:
Retirees....................................................... $(1,094) $ (990)
Fully eligible active plan participants........................ (788) (932)
Other active plan participants................................. (1,149) (2,482)
------- -------
(3,031) (4,404)
Plan assets...................................................... -- --
------- -------
Accumulated postretirement benefit obligation in excess of plan
assets......................................................... (3,031) (4,404)
Unrecognized prior service cost.................................. (1,995) --
Unrecognized net (gain) or loss.................................. 544 --
Unrecognized transition obligation............................... -- 4,404
------- -------
Accrued postretirement benefit cost.............................. $(4,482) $ --
======= =======
</TABLE>

Net periodic postretirement benefit cost includes the following components:

<TABLE>
<CAPTION>
1993 1992
------- -------
(IN THOUSANDS)
<S> <C> <C>
Service cost..................................................... $ 96 $ --
Interest cost.................................................... 296 --
Amortization of unrecognized prior service cost.................. (154) --
Cash basis expense............................................... -- 102
------- -------
$ 238 $ 102
======= =======
</TABLE>

Change in Accounting Estimate

During 1993, Snapper revised its estimate of accrued product warranty
expense to reflect an increase in the amount of future warranty expense to be
incurred due to increased warranty claims. This change in accounting estimate
resulted in an additional $4,000,000 charge to net income in 1993.

Short-Term Investments

Short-term investments which are classified as current assets are carried
at the lower of aggregate cost or market value. These investments consist of
interest bearing obligations and other obligations whose return is based upon
market rates of interest. There is no significant concentration of short-term
investments in any single issuer.

F-9
<PAGE> 39

THE ACTAVA GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Marketable equity securities which are classified as long-term investments
are carried at the lower of aggregate cost or market value. Marketable debt
securities which are classified as long-term investments are carried at cost
which approximates market value. Market values for these securities are based on
quoted market prices. Interest income is accrued as earned, while dividend
income is recorded on the exdividend date. The cost of marketable securities
sold is determined on the specific identification method and realized gains and
losses are reflected in income.

Inventories

Inventories of finished goods, work in process and raw materials are stated
at the lower of cost or market. The Last-In, First-Out (LIFO) method of
determining cost is used for a substantial portion of these inventories.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost and are depreciated over
their expected useful lives. Generally, depreciation is provided on the
straight-line method for financial reporting purposes and on accelerated methods
for tax purposes. Amortization associated with capitalized leases is included in
depreciation expense.

Intangibles

Intangibles consist of the excess of the purchase price over the net assets
of businesses acquired, customer lists and covenants not to compete. Amounts
relating to the excess of the purchase price over the net assets of businesses
acquired are amortized over a 40-year period using the straight-line method.
Amounts relating to customer lists and covenants not to compete are amortized
over two to five years or the life of the agreement, respectively. Management
continuously evaluates intangible assets to determine that no diminishment in
value has occurred. Management evaluates intangible assets on the basis of the
operations of the particular entity to which the intangible relates to determine
whether any changes in the nature and expected benefits to be derived from the
intangible have occurred which would require an adjustment to its recorded
value. In the event management believes that the recorded value of the
intangible is greater than its actual value, the Company will write-down the
value of the intangible. In conjunction with the evaluation of any possible
impairment of its intangibles, the Company also similarly assesses whether a
change in the life of the intangible is required for amortization purposes.

Intangible assets are summarized as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------
1993 1992
-------- --------
<S> <C> <C>
(IN THOUSANDS)
Excess of purchase price over net assets of businesses
acquired....................................................... $349,546 $344,948
Customer lists................................................... 29,847 40,912
Covenants not to compete......................................... 7,233 10,053
-------- --------
$386,626 $395,913
======== ========
</TABLE>

Income Taxes

Income taxes are provided for all taxable items in the statement of
operations regardless of when these items are reported for federal income tax
purposes. Actava elects to utilize certain provisions of the federal income tax
laws to reduce current taxes payable. Deferred income taxes are provided for
temporary differences in recognition of income and expenses for tax and
financial reporting purposes.

F-10
<PAGE> 40

THE ACTAVA GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Postemployment Benefits

Certain Investments in Debt and Equity Securities

Earnings Per Share of Common Stock

Primary earnings per share are computed by dividing net income (loss) by
the average number of common and common equivalent shares outstanding during the
year. Common equivalent shares include shares issuable upon the assumed exercise
of stock options using the treasury stock method when dilutive. Computations of
common equivalent shares are based upon average prices during each period.

Fully diluted earnings per share are computed using such average shares
adjusted for any additional shares which would result from using end-of-year
prices in the above computations, plus the additional shares that would result
from the conversion of the 6 1/2% Convertible Subordinated Debentures. Net
income (loss) is adjusted by interest (net of income taxes) on the 6 1/2%
Convertible Subordinated Debentures. The computation of fully diluted earnings
per share is used only when it results in an earnings per share number which is
lower than primary earnings per share.

Revenue Recognition

Sales from the lawn and garden and sporting goods segments are recognized
when the products are shipped to their customers. Sales from the photofinishing
segment are recognized when the products are delivered to their customer.

Index Protection Agreements

The Company uses index protection agreements to hedge interest rate risk
associated with its borrowings and to hedge the risk or market price
fluctuations of commodities bought and sold in the normal course of

F-11
<PAGE> 41

THE ACTAVA GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

business. These contracts are accounted for as hedges and any gains or losses
are deferred and included in the basis of the underlying transactions. Cash
flows from the contracts are accounted for in the same categories as the cash
flows from the items being hedged.

Qualex also entered into various commodity swaps to provide protection for
silver recoveries from photofinishing processes. The outstanding contracts at
December 31, 1993 cover the sale of 2,900,000 troy ounces of silver at index
amounts of $3.85 to $4.67 per ounce in 1994 and 1,420,000 troy ounces per year
at index amounts of $4.23 to $5.10 per ounce from 1995 to 2005. In 1997, Qualex
has the sale of 4,300,000 troy ounces covered by swap agreements at an index
amount of $5.15 per ounce. During 1993 and 1992, $2,928,000 and $1,683,000 of
these gains were amortized as reductions of cost of sales while $1,961,000 and
$782,000 of gain amortization reduced interest expense in 1993 and 1992,
respectively. At December 31, 1993 and 1992, respectively, $7,442,000 and
$11,476,000 of these gains were recorded as deferred income. The deferred gains
are amortized over the original effective lives of the agreements and
$4,990,000, $1,338,000, $835,000 and $279,000 will be amortized in 1994, 1995,
1996 and 1997, respectively. At December 31, 1993, termination of the commodity
swap agreements would require cash payments by Qualex of $18,688,000 based on
market quotes.

Self-Insurance

The Company is primarily self-insured for workers' compensation, health,
automobile, product and general liability costs. The self-insurance claim
liability is determined based on claims filed and an estimate of claims incurred
but not yet reported.

Accrued Warranty

The Company provides an accrual for estimated future warranty costs related
to various product coverage programs, based on the historical relationship of
actual costs as a percentage of sales.

Reclassifications

Certain reclassifications were made in prior years' financial statements to
conform to current presentations.

F-12
<PAGE> 42

THE ACTAVA GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

SUPPLEMENTAL CASH FLOW INFORMATION

The following tables provide additional information related to the
Consolidated Statements of Cash Flows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------------
1993 1992 1991
-------- -------- --------
<S> <C> <C> <C>
(IN THOUSANDS)
Items providing (not providing) cash from continuing
operations:
Minority interest............................................ $ 8,526 $ 11,922 $ 5,166
Depreciation................................................. 44,665 35,030 30,896
Amortization................................................. 25,780 24,006 13,118
Provision for doubtful accounts.............................. 7,262 3,419 5,485
Provision for plant closure costs............................ 3,231 -- 18,969
Changes in operating assets and liabilities, net of effects
from purchases and dispositions:
Accounts receivable.......................................... (30,665) (25,464) 41,399
Inventories.................................................. (31,435) (4,763) 27,336
Prepaid expenses and other assets............................ (13,912) (23,621) (2,965)
Accounts payable, accrued expenses and other current
liabilities............................................... 299 (22,129) (12,603)
Current and deferred taxes................................... 16,118 16,332 (24,336)
Other operating activities -- net............................ 374 (1,018) (6,500)
-------- -------- --------
Net items providing cash from continuing operations............ $ 30,243 $ 13,714 $ 95,965
======== ======== ========
Net assets of business sold:
Total assets................................................. $ -- $ -- $ 2,696
Total liabilities............................................ -- -- 871
-------- -------- --------
Net assets................................................... $ -- $ -- $ 1,825
======== ======== ========
Net assets of businesses purchased:
Total assets................................................. $ 71,693 $ 58,040 $127,825
Total liabilities............................................ 48,063 27,448 37,437
-------- -------- --------
Net assets................................................... $ 23,630 $ 30,592 $ 90,388
======== ======== ========
Interest paid................................................ $ 44,570 $ 27,279 $ 23,142
Income taxes paid............................................ $ 11,406 $ 3,334 $ 11,060
======== ======== ========
</TABLE>

PHOTOFINISHING TRANSACTION

Photofinishing operations are conducted by Qualex Inc., which was formed in
March 1988 by the combination of Actava's photofinishing subsidiary with the
domestic photofinishing operations of Eastman Kodak Company. Actava and Kodak
currently share equally in Qualex's equity, income and dividends. Actava,
however, is deemed to control Qualex because it owns 51% of the voting stock of
Qualex, is entitled to and has elected a majority of the members of the Board of
Directors of Qualex, and has the ability through its control of the Board of
Directors to declare dividends, remove the executive officers of Qualex and
otherwise direct the management and policies of Qualex, except for policies
relating to certain designated actions requiring the consent of at least one
member of the Board of Directors of Qualex designated by Kodak. As a result of
its control of Qualex, Actava consolidates the accounts of Qualex and presents
Kodak's portion of ownership and equity in the income of Qualex as a minority
interest. Actava believes that consolidation of the accounts of Qualex with
those of Actava clearly reflects the financial position and results of operation
of Actava and its subsidiaries.

F-13
<PAGE> 43

THE ACTAVA GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Actava consolidates the accounts of Qualex and presents Kodak's portion of
ownership and equity in the income of Qualex as minority interest.

The Qualex Shareholders' Agreement between Actava and Eastman Kodak Company
stipulates that upon a change of control at Actava certain Qualex preferred
stock, including the voting preferred owned by Actava, will be redeemed. On
March 28, 1991, the Qualex Shareholders' Agreement between Actava and Kodak was
amended. The amendment stipulates that a change of control of Actava, as defined
in the Shareholders' Agreement, occurred on February 6, 1991. However, in the
amendment Kodak waived its change of control rights under the Shareholders'
Agreement with respect to the February 6, 1991 change of control. As of March 1,
1992, and each subsequent March 1, Kodak may withdraw its waiver, and enforce
its rights under the Agreement by providing Actava with 30 days written notice.
At March 3, 1994, Kodak had not provided notice to Actava of an election to
withdraw its waiver. The Board of Directors of Qualex was increased from seven
to nine members, comprised of five representatives of Actava, three
representatives of Kodak and the chief executive officer of Qualex, pursuant to
the amendment.

Should Kodak withdraw its waiver or if an additional change in control of
Actava were to occur and if the Qualex preferred stock were redeemed, Actava
would own 50% of the voting securities of Qualex. While Actava's voting stock
would be reduced from 51% to 50%, this change would not alter Actava's and
Kodak's current equal interest in the equity, earnings and cash dividends of
Qualex. In addition, the Board of Directors of Qualex would be composed of 11
members, comprised of five representatives of Actava, five representatives of
Kodak and the chief executive officer of Qualex, and all actions of the Board
would require the affirmative vote of at least seven board members. In the event
these changes were to occur, Actava may possibly be deemed to no longer control
Qualex and Actava would no longer be in a position unilaterally to control,
among other things, the declaration of dividends to Actava and Kodak by Qualex.

If Actava were deemed in the future to no longer be in control of Qualex,
Actava would cease to consolidate the accounts of Qualex. In that event, Actava
would account for its ownership of Qualex by using the equity method of
accounting. Such a development would not affect the net income or shareholders'
equity of Actava. However, Actava's consolidated total assets, liabilities,
sales and costs and expenses would be reduced as they would no longer include
the specific accounts of Qualex. If Actava had accounted for Qualex using the
equity method during all of 1993, Actava's total assets and liabilities would
have been $696,374,000 and $500,460,000, respectively, and sales and total costs
and expenses would have been $465,812,000 and $518,963,000, respectively.

ACQUISITIONS

On June 8, 1993, the Company acquired substantially all the assets of
Diversified Products Corporation ("DP") for a net purchase price consisting of
$11,629,500, the issuance of 1,090,909 shares of the Company's Common Stock
valued at $12,000,000, and the assumption or payment of certain liabilities
including trade payables and a revolving credit facility. The Company also
entered into an agreement which may provide the seller the right to additional
payments depending upon the value of the issued shares over a period of not
longer than one year from the purchase date. The issuance of additional payments
of cash since the cost of DP will be increased by the amount of the cash payment
and simultaneously reduced by the same amount due to a corresponding adjustment
to the respective redeemable common stock. This transaction was accounted for
using the purchase method of accounting; accordingly, the purchased assets and
liabilities have been recorded at their estimated fair value at the date of the
acquisition. The purchase price resulted in an excess of costs over net assets
acquired of approximately $11,417,000. The results of operations of the acquired
business have been included in the consolidated financial statements since the
date of acquisition.

The following data represents the combined unaudited operating results of
Actava on a pro forma basis as if the above transaction had taken place at the
beginning of 1992. The pro forma information does not necessarily reflect the
results of operations as they would have been had the transaction actually taken
place at

F-14
<PAGE> 44

THE ACTAVA GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

that time. Adjustments include amounts of depreciation to reflect the fair value
and economic lives of property, plant and equipment and amortization of
intangible assets:
<TABLE>
<CAPTION>
PRO FORMA
YEAR ENDED
DECEMBER 31,
-------------------------
1993 1992
---------- ----------
<S> <C> <C>
(IN THOUSANDS EXCEPT PER
SHARE AMOUNTS)

<CAPTION>
UNAUDITED
<S> <C> <C>
Sales....................................................... $1,294,776 $1,304,993
Net income (loss)........................................... (56,988) 1,352
Income (loss) per share -- primary.......................... (3.23) .08
</TABLE>

During 1992, Qualex acquired Samiljan Foto, L.P. and certain other
photofinishing operations for $21,228,000 and $22,997,000 respectively,
including expenses. For one of the businesses in which Qualex purchased a
majority interest in 1992, the sellers have the right to require Qualex to
purchase the remaining interest, beginning in 1997, at an amount not to exceed
$18,000,000. During 1991, Qualex acquired Guardian Photo Inc. and Phototron
Corporation for $73,785,000 and $16,137,000, respectively, including expenses.
In a concurrent transaction with the acquisition of Phototron Corporation,
Actava, Kodak and Qualex settled the litigation brought against them by
Phototron Corporation.

These transactions were accounted for using the purchase method of
accounting, accordingly; the assets and liabilities of the purchased businesses
have been recorded at their estimated fair value at the dates of acquisition.
The purchase price resulted in an excess of costs over net assets acquired of
approximately $23,321,000 and $53,848,000 during 1992 and 1991, respectively, in
addition to $19,215,000 and $30,300,000 attributed to customer lists,
respectively. The results of operations of the businesses acquired have been
included in the consolidated financial statements since the dates of
acquisition.

The following data represents the combined unaudited operating results of
Actava on a pro forma basis as if the 1991 transactions had taken place at the
beginning of 1991. Pro forma information for 1992 acquisitions would not be
significantly different from the results reported. The pro forma information
does not necessarily reflect the results of operations as they would have been
had the transaction actually taken place at that time. Adjustments include
amounts of depreciation to reflect the fair value and economic lives of
property, plant and equipment and amortization of intangible assets.
<TABLE>
<CAPTION>
PRO FORMA
YEAR ENDED
DECEMBER 31,
1991
----------------

(IN THOUSANDS
EXCEPT PER SHARE
AMOUNTS)
UNAUDITED
<S> <C>
Sales......................................................................... $1,029,676
Net (loss).................................................................... (53,538)
(Loss) per share -- primary................................................... (3.24)
</TABLE>

ACCOUNTS AND NOTES RECEIVABLE

Receivables from sales of Actava's lawn and garden products amounted to
$146,994,000 and $157,605,000 at December 31, 1993 and 1992, respectively. The
receivables are primarily due from independent distributors located throughout
the United States. Amounts due from distributors are supported by a security
interest in the inventory or accounts receivable of the distributors. The
receivables generally have extended due dates which correspond to the seasonal
nature of the products' retail selling season. Concentrations of credit risk due
to the common business of the customers are limited due to the number of
customers

F-15
<PAGE> 45

THE ACTAVA GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

comprising the customer base and their geographic location. Ongoing credit
evaluations of customer's financial condition are performed and reserves for
potential credit losses are maintained. Such losses, in the aggregate, have not
exceeded management's expectations.

Photofinishing sales are made to national, regional and local retailers
located throughout the United States, including mass merchants, grocery store
chains and drug store chains. Photofinishing receivables, which were $70,744,000
and $76,202,000 at December 31, 1993 and 1992, respectively, are unsecured and
generally due within 20 days following the end of each month. Included in
accounts receivable at December 31, 1993 and 1992 are $54,711,000 and
$47,564,000, respectively, due from national retail chains. Of these amounts,
$9,812,000 and $9,465,000 at December 31, 1993 and 1992, respectively, were
receivable from one such customer on net sales of $84,297,000 and $86,611,000,
respectively. The Company provides an allowance for doubtful accounts equal to
the estimated losses expected to be incurred in the collection of accounts
receivable. Such losses have consistently been within management's expectations.

Receivables from the sale of sporting goods are primarily from mass
merchants and sporting goods retailers located throughout the United States. The
receivables, which are unsecured, were $71,836,000 and $19,781,000 at December
31, 1993 and 1992, respectively, and are generally due within 30 to 60 days. Of
these amounts, $23,362,000, and $4,686,000 are from the same four highest
balance customers for December 31, 1993 and 1992, respectively. The companies
which comprise the sporting goods group maintain allowances for potential credit
losses and such losses, in the aggregate, have not exceeded management's
expectations.

TRITON GROUP LTD. LOAN

At December 31, 1993, the Company had a $26,726,000 million note receivable
from Triton Group Ltd. secured by 4,413,598 shares of Actava Common Stock. At
December 31, 1992, $31,726,000 was outstanding under the agreement and was
secured by 4,338,598 shares of Actava Common Stock.

Effective June 25, 1993, the Company and Triton modified the terms of the
loan as part of a plan of reorganization filed by Triton under Chapter 11 of the
U.S. Bankruptcy Code. The modifications, which became effective June 25, 1993,
included: extending the due date of the Loan to April 1, 1997; reducing the
interest rate to prime plus 1 1/2% for the first six months following June 25,
1993, to prime plus 2% for the next six months, and to prime plus 2 1/2% for the
remainder of the term of the note; revising collateral maintenance (margin call)
requirements; and providing for release of collateral under certain
circumstances. Under the modified agreements, Actava's right of first refusal
with respect to any sale by Triton of its Actava Common stock will continue in
effect until the loan is paid off. The Stockholder Agreement was amended to
permit Triton to designate two directors (who are not officers or employees of
Triton) on an expanded nine-member Board of Directors so long as Triton
continues to own 20% or more of Actava's outstanding Common Stock.

Triton filed a motion on July 30, 1993, with the United States Bankruptcy
Court for the Southern District of California seeking to modify Triton's
recently approved Plan of Reorganization. The modifications sought by Triton
would have amended or eliminated the collateral maintenance (margin call)
provisions that are an integral part of the Amended and Restated Loan Agreement.
On August 2, 1993, the Bankruptcy Court entered a temporary restraining order
suspending the effectiveness of the margin call provisions until the Court had
an opportunity to hear Triton's motion seeking preliminary injunction. The
motion seeking a preliminary injunction was heard on August 10, 1993, and was
denied. Triton then withdrew its motion to modify its Plan of Reorganization.
Therefore, the provisions of the Amended and Restated Loan Agreement continue to
remain in effect. On August 19, 1993, the Amended and Restated Loan agreement
was amended to allow Triton to satisfy certain margin call requirements by
making deposits to a Collateral Deposit Account in lieu of delivering
certificates of deposit. The margin call provisions for principal repayments and
transfers of shares of Company Common Stock were not amended. On December 7,
1993, the Amended and Restated Loan Agreement was amended, in connection with a
$5,000,000 prepayment of principal received on December 7, 1993, to provide for
quarterly principal payment installments of $1,250,000 due on the last day of
each quarter

F-16
<PAGE> 46

THE ACTAVA GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

of each year beginning March 31, 1994, with any unpaid principal and accrued
interest due on April 1, 1997. The Agreement was also amended to require 75,000
additional shares of Actava Common Stock to be pledged as collateral and to
modify the margin call provisions of the Agreement to provide a $7.50 minimum
per share value of Actava Common Stock for purposes of determining the amount of
any margin call mandatory payments. These modifications limit the circumstances
under which Triton must pledge additional collateral for the loan; however, the
4,413,598 shares of Actava Common Stock owned by Triton will continue to be
pledged to secure the loan until the loan is paid in full. At March 3, 1994, the
pledged shares had a market value of $30,895,000 as compared to the loan balance
of $26,726,000. In the opinion of management, the shares held as collateral are,
and will continue to be, sufficient to provide for realization of the loan.

INVENTORIES

Inventory balances are summarized as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------
1993 1992
-------- --------
<S> <C> <C>
(IN THOUSANDS)
Finished goods and goods purchased for resale.................. $ 82,559 $ 49,279
Raw materials and supplies..................................... 46,018 33,537
-------- --------
128,577 82,816
Reserve for LIFO cost valuation................................ (20,138) (18,829)
-------- --------
$108,439 $ 63,987
======== ========
</TABLE>

Work in process is not considered significant.

During 1991, certain inventory quantities were reduced resulting in a
liquidation of LIFO inventory quantities which were carried at lower costs
prevailing in prior years as compared with the cost of current year purchases.
The utilization of this lower cost inventory decreased net loss by approximately
$1,487,000 and decreased loss per share of common stock by $.09.

LONG-TERM INVESTMENTS

Marketable securities are summarized as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------
1993 1992
------- -------
<S> <C> <C>
(IN THOUSANDS)
Marketable equity securities, at lower cost or market............ $15,850 $15,031
Bonds and commercial paper....................................... 3,003 7,430
U.S. Treasury bills.............................................. 7,758 2,258
------- -------
Total.................................................. $26,611 $24,719
======= =======
</TABLE>

Net realized gains (losses) on the sale of these securities totaled
$(185,000) and $134,000 in 1993 and 1992, respectively, and have been included
in the determination of income. At December 31, 1993, the value of marketable
equity securities exceeded their cost by $265,000, while at December 31, 1992,
unrealized losses on these securities of $201,000 were recorded to a valuation
allowance and included in shareholders' equity. The market value of debt
securities approximates cost.

F-17
<PAGE> 47

THE ACTAVA GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accounts payable, accrued expenses and other current liabilities, including
$31,392,000 in 1993 and $44,274,000 in 1992 due to Eastman Kodak Company, are
summarized as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------
1993 1992
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Accrued salaries and wages....................................... $ 8,363 $ 10,211
Accrued interest................................................. 14,471 15,741
Accrued advertising and promotion................................ 25,238 15,039
Deferred income.................................................. 13,791 17,251
Self-insurance claims payable.................................... 35,070 35,683
Reserve for plant closure costs.................................. 6,754 15,286
Other............................................................ 74,033 51,599
-------- --------
$177,720 $160,810
======== ========
</TABLE>

NOTES PAYABLE AND LONG-TERM DEBT

Qualex has three separate line of credit agreements for working capital
needs. These agreements are $5,000,000 each, for a total of $15,000,000. The
Company pays a facility fee of 1/4% per annum on the committed line of credit
agreements. At December 31, 1993, $3,200,000 was outstanding under these
agreements while no amounts were outstanding at December 31, 1992.

Included in Notes Payable at December 31, 1993 and 1992 is $87,359,000 and
$58,243,000, respectively, which was outstanding under a three year Finance and
Security Agreement which provides working capital to the Snapper division. The
Agreement, dated October 23, 1992, is for $75,000,000 (and may be increased
under certain circumstances up to $100,000,000 for a specified period of time).
Interest is payable at the prime rate plus 3/4% to 1 1/4%, depending upon the
prime rate in effect. The Agreement provides for the payment of an annual line
fee of $487,500 which is subject to increases in certain circumstances. The loan
is principally secured by Snapper assets and certain inventory of Snapper and
requires Actava to comply with various restrictive financial covenants. The
assets which serve as collateral are determined by reference to the outstanding
balance under the credit agreement and the qualification of the assets as
collateral is defined in the credit agreement; however, the assets potentially
available as collateral are, in the aggregate, $173,068,000. As of March 29,
1994, effective as of December 31, 1993, various provisions of the Agreement,
including the financial covenants, were amended.

During 1992, in order to provide additional working capital and for general
corporate purposes, an Actava Sports subsidiary entered into a three year Loan
and Security Agreement with a financial institution to provide up to $35,000,000
of working capital. Interest is payable at the prime rate plus 1 1/4%. The
Agreement provides for a facility fee of $350,000. The loan is principally
secured by certain receivables and inventory of the subsidiary and requires the
subsidiary to comply with various restrictive financial covenants. The assets
which serve as collateral are determined by reference to the outstanding balance
under the credit agreement and the qualification of the assets as collateral is
defined in the credit agreement; however, the assets potentially available as
collateral are, in the aggregate, $23,681,000. At December 31, 1993, $1,846,000
was outstanding under the agreement while no amounts were outstanding at
December 31, 1992.

During 1992, in order to provide additional working capital and for general
corporate purposes, an Actava Sports subsidiary entered into a one-year
Revolving Loan Agreement with a financial institution to provide up to
$6,500,000 for working capital. Interest is payable at the prime rate of the
financial institution. The loan is unsecured and requires the subsidiary to
comply with various restrictive financial covenants. In August, 1993, the
agreement was amended to increase the facility limit to $8,000,000 for a
six-month period beginning

F-18
<PAGE> 48

THE ACTAVA GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

September 1, 1993, and to extend the term of the agreement until August 31,
1994. At December 31, 1993, $2,700,000 was outstanding under the Agreement while
no amounts were outstanding at December 31, 1992.

In April 1993, a Revolving Loan and Security Agreement with respect to a
revolving credit facility of up to $10,000,000 was entered into by an Actava
Sports subsidiary. Interest is payable at the prime rate plus 1%. The agreement
provides for a facility fee of $25,000. The loan is principally secured by
certain receivables and inventory of the subsidiary and requires the subsidiary
to comply with various restrictive financial covenants. The assets which serve
as collateral are determined by reference to the outstanding balance under the
credit agreement and the qualification of the assets as collateral is defined in
the credit agreement; however, the assets potentially available as collateral
are, in the aggregate, $12,881,000. At December 31, 1993 and 1992, no amounts
were outstanding under the agreement.

In December 1993, an Actava Sports subsidiary, DP, entered into a Finance
and Security Agreement with two financial institutions in order to provide up to
$50,000,000 of working capital under a revolving credit facility. The agreement
is secured by certain receivables, inventories, property, plant and equipment,
and intangibles, as well as DP's issued and outstanding common stock and
requires compliance with various restrictive financial covenants. The assets
which serve as collateral are determined by reference to the outstanding balance
under the credit agreement and the qualification of the assets as collateral is
defined in the credit agreement; however, the assets potentially available as
collateral are, in the aggregate, $109,000,000. As of March 29, 1994, effective
December 31, 1993, various provisions of the Agreement, including the financial
covenants, were amended. Interest is payable at the prime rate plus 1 1/2%. The
Agreement provides for an annual facility fee of $375,000. At December 31, 1993,
$36,178,000 was outstanding under the agreement.

Long-term debt is summarized as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------
1993 1992
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Senior notes -- Qualex........................................... $200,000 $200,000
Revolving credit agreement -- Qualex............................. 10,000 --
Capitalized lease obligations.................................... 545 5,053
Other long-term debt:
Secured (4-9% notes due at various dates to 2002)................ 1,900 2,630
Unsecured (4-8% notes due at various dates to 2001).............. 8,442 12,674
-------- --------
$220,887 $220,357
======== ========
</TABLE>

Qualex issued through a private placement $200,000,000 of Senior Notes in
1992 with September 1 maturities in 1997, 1999 and 2002 of $60,000,000,
$70,000,000 and $70,000,000, respectively, with interest rates of 7.99%, 8.45%
and 8.84%, respectively.

During 1992, Qualex entered into an unsecured $115,000,000 Revolving Credit
Agreement with eight financial institutions which will expire in May 1995.
Interest is payable under three rate options which are determined by reference
to the prime rate, the London interbank offered rate plus 1/2% to 3/4%, and
competitive bids. The Agreement provides for a participation fee of 1/8% and an
annual facility fee of 1/4%. At December 31, 1993, $10,000,000 was outstanding
under the agreement while no amounts were outstanding at December 31, 1992.

The Qualex Credit Agreement and the Shareholders' Agreement with Eastman
Kodak Company restrict the amount of net assets of Qualex which may be
transferred to Actava by dividend or other means. At December 31, 1993,
approximately $166,000,000 of the $194,000,000 representing Actava's share of
the net assets of Qualex was restricted under the terms of these agreements.

F-19
<PAGE> 49

THE ACTAVA GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Collateral for certain of the long-term debt includes real property. Assets
pledged as collateral under the borrowings are not material. Maturities of
long-term and subordinated debt are $15,142,000 in 1995, $35,172,000 in 1996,
$75,783,000 in 1997 and $59,121,000 in 1998.

The fair value of Actava's long-term and subordinated debt, including the
current portion, at December 31, 1993 is estimated to be approximately
$445,000,000 and was estimated at $425,000,000 at December 31, 1992. This
estimate is based on a discounted cash flow analysis using Actava's current
incremental borrowing rates for similar types of agreements and on quoted market
prices for issues which are traded. Actava does not anticipate settlement of
long-term debt at fair value and currently does not intend to pay the debt prior
to maturity.

SUBORDINATED DEBT

Subordinated debt is summarized as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------
1993 1992
-------- --------
(IN THOUSANDS)
<S> <C> <C>
6% Senior Swiss Franc Bonds due 1996........................... $ 30,152 $ 30,152
6 1/2% Convertible Debentures due 2002......................... 75,000 75,000
9 1/2% Debentures due 1998, net of unamortized discount of
$1,308 in 1993 and $1,593 in 1992............................ 58,176 57,891
9 7/8% Senior Debentures due 1997, net of unamortized discount
of $468 in 1993 and $661 in 1992............................. 20,532 23,339
10% Debentures due 1999........................................ 6,691 7,184
-------- --------
$190,551 $193,566
======== ========
</TABLE>

In 1986 Actava issued 6% Senior Subordinated Swiss Franc Bonds due 1996 for
100,000,000 Swiss francs. Simultaneously, in order to eliminate exposure to
fluctuations in the currency exchange rate over the life of the bonds, Actava
entered into a currency swap agreement with a financial institution whereby
Actava received approximately $48,000,000 in exchange for the Swiss Franc Bond
proceeds. As a result of the swap agreement, Actava will, in effect, make its
interest and principal bond repayments in U.S. dollars without regard for
changes in the currency exchange rate. A default by the counterparty to the swap
agreement would expose Actava to potential currency exchange risk on the
remaining bond interest and principal payments in that Actava would be required
to purchase Swiss francs at current exchange rates rather than at the swap
agreement exchange rate. The amount of this potential risk cannot be currently
calculated as the principal and interest payments will be made in future years
and alternative swap agreements could be entered into by Actava. At December 31,
1993, the swap agreement has an effective exchange rate over its remaining term
of .5459 Swiss francs per U.S. dollar while the U.S. dollar equivalent market
exchange rate was .6734. After considering the stated interest rate, the cost of
the currency swap agreement, taxes and underwriting commissions, the effective
cost of the bonds is approximately 11.3%. The fair value of the currency swap as
of December 31, 1993 and 1992, was $10,795,000 and $7,242,000, respectively;
however, this is subject to change as domestic interest rates and foreign
currency markets are determining factors.

Actava, at its option, may redeem the Senior Subordinated Swiss Franc Bonds
at 101.0% plus accrued interest for one year subsequent to March 6, 1994 and at
decreasing amounts thereafter. The Bonds include a covenant which restricts the
amount of stockholders' equity available for cash dividends and the cash
redemption of capital stock. At December 31, 1993, $3,412,000 was available for
these purposes pursuant to this covenant.

In 1987 Actava issued $75,000,000 of 6 1/2% Convertible Subordinated
Debentures due in 2002 in the Euro-dollar market. The Debentures are convertible
into Actava's Common Stock at a conversion price of

F-20
<PAGE> 50

THE ACTAVA GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

41 5/8 per share. At Actava's option the Debentures may be redeemed at 101% plus
accrued interest prior to August 4, 1994 and at 100% thereafter.

The 9 7/8% Senior Subordinated Debentures are redeemable at the option of
Actava at 101.555% of the principal amount plus accrued interest if redeemed
prior to March 15, 1994, and at decreasing prices thereafter. Mandatory sinking
fund payments of $3,000,000 (which Actava may increase to $6,000,000 annually)
began in 1982 and are intended to retire, at par plus accrued interest, 75% of
the issue prior to maturity.

At the option of Actava, the 10% Subordinated Debentures are redeemable, in
whole or in part, at the principal amount plus accrued interest. Sinking fund
payments of 10% of the outstanding principal amount commenced in 1989; however,
Actava receives credit for Debentures redeemed or otherwise acquired in excess
of sinking fund payments.

REDEEMABLE COMMON STOCK

Redeemable common stock represents 1,090,909 shares of common stock which
were issued in the acquisition of substantially all the assets and liabilities
of Diversified Products Corporation. These shares are subject to a right of
redemption at the option of the holder with an exercise date, as amended on
August 17, 1994, of February 7, 1995.

CAPITAL STOCK

Preferred and Preference Stock

There are 5,000,000 authorized shares of Preferred Stock and 1,000,000
authorized shares of Preference Stock, none of which were outstanding or
designated as to a particular series at December 31, 1993.

Common Stock

There are 100,000,000 authorized shares of Common Stock, $1 par value. At
December 31, 1993, 1992 and 1991 there were 17,635,186, 16,544,277 and
16,544,027 shares issued and outstanding, respectively, after deducting
6,223,467, 6,223,467 and 6,223,717 treasury shares, respectively, and after the
issuance of 1,090,909 shares of redeemable common stock during the year ended
December 31, 1993.

Actava has reserved the shares of Common Stock listed below for possible
future issuance:

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------
1993 1992
--------- ---------
<S> <C> <C>
Stock options................................................. 761,000 871,375
6 1/2% Convertible Subordinated Debentures.................... 1,801,802 1,801,802
Restricted stock plan......................................... 102,800 102,800
--------- ---------
2,665,602 2,775,977
========= =========
</TABLE>

F-21
<PAGE> 51

THE ACTAVA GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Stock Options

Actava's stock option plans provide for the issuance of qualified incentive
stock options and nonqualified stock options. Incentive stock options may be
issued at a per share price not less than the market value of Actava's Common
Stock at the date of grant. Nonqualified options may be issued generally at
prices and on terms determined by the stock option committee. The following
table reflects changes in the incentive stock options issued under these plans:

<TABLE>
<CAPTION>
APPROXIMATE
PRICE RANGE
SHARES PER SHARE
-------- -----------
<S> <C> <C>
Options outstanding at January 1, 1991......................... 138,525 $ 20-28
Granted...................................................... 64,500 12
Exercised.................................................... (30,000) 12
Canceled..................................................... (13,000) 28
Expired...................................................... (104,775) 20
-------- -----------
Options outstanding at December 31, 1991....................... 55,250 12-28
Granted...................................................... 60,000 12-15
Exercised.................................................... (250) 12
Canceled..................................................... (17,125) 12-28
-------- -----------
Options outstanding at December 31, 1992....................... 97,875 12-28
Granted...................................................... 50,000 9-12
Canceled..................................................... (21,125) 12-28
-------- -----------
Options outstanding at December 31, 1993....................... 126,750 $ 9-28
======== =========
</TABLE>

During 1993 nonqualified options for 75,500 shares at $13.75 per share were
granted.

At December 31, 1993, incentive stock options totaling 64,000 shares were
exercisable at prices ranging from $11.875 to $27.875 and nonqualified options
totaling 53,875 shares were exercisable at prices ranging from $13.75 to $14.50.
There were 591,550 and 696,300 shares under Actava's stock option plans at
December 31, 1993 and 1992, respectively, which were available for the granting
of additional stock options.

PROVISIONS FOR PLANT CLOSURE COSTS

The 1993 and 1991 consolidated provisions for plant closure costs include
$4,096,000 and $17,037,000, respectively, before tax and minority interest for
the costs of closing 3 and 12, respectively of Qualex's photofinishing plants.
After tax benefit and minority interest, the Qualex provisions amounted to
$1,038,000 and $5,196,000 or $.06 and $.31 per share for 1993 and 1991,
respectively. The provision for plant closure for Qualex includes lease
termination costs and fixed asset and facility closure costs which may be
incurred over several years based on the remaining terms of the leases and
employee severance and termination costs.

The reserve for closing certain lawn and garden facilities was established
in 1990 by a provision for plant closure of approximately $13,700,000. Lawn and
garden production at these facilities ceased in early 1991, however, inventory
previously produced at these sites continued to be distributed from these sites
until 1992. Costs associated with this warehouse and distribution function were
included in costs of sales in 1992 and 1991 and were immaterial. Due to market
conditions and the size of these lawn and garden facilities, the Company
estimated in 1990 that it would require approximately three years to dispose of
these facilities and in 1993 this was accomplished. During 1993, 1992 and 1991,
costs of approximately $3,400,000, $2,100,000 and $4,280,000 respectively were
incurred related to employee severance, plant maintenance, interest on
capitalized lease obligations and the loss on disposal of equipment and
buildings. In 1993, the provision for plant

F-22
<PAGE> 52

THE ACTAVA GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

closure costs includes reductions of $849,000, before and after tax, of $.05 per
share, to the reserve for closing the lawn and garden facilities as this
disposal was completed.

The 1991 provision for plant closure costs also includes $500,000 before
tax ($315,000 net of tax or $.02 per share) for closing facilities at a sporting
goods subsidiary and $1,432,000 before tax ($945,000 net of tax or $.06 per
share) for reducing the Actava corporate office facilities. The costs related to
the planned reduction of corporate office facilities were estimated in 1991 when
management made the decision to move out of its corporate office. The Company
subleased a portion of its space in 1991 and utilized $300,000 of the original
reserve. However, in 1992, it became apparent that the remaining space could not
be subleased as anticipated in 1991 and the Company decided to reverse its
remaining reserve of approximately $1,100,000 through the provision for plant
closure costs and utilize its remaining space until the lease expires in 1995.

Changes in the reserve for plant closure costs were as follows:

<TABLE>
<CAPTION>
RECORDED
THROUGH PURCHASE
CHARGED ACCOUNTING IN THE
TO EXPENSE YEAR OF ACQUISITION TOTAL
---------- ------------------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Balance at January 1, 1991........................... $ 29,534 $ 4,190 $ 33,724
Additions for:
Lease termination costs(a)...................... 5,027 1,292 6,319
Employee severance & termination
benefits(a)................................... 5,926 6,334 12,260
Fixed asset and facility closure costs.......... 8,016 7,734 15,750
---------- ------------------- --------
Total additions............................ 18,969 15,360 34,329
Costs incurred(b)............................... (8,075) (4,132) (12,207)
Balance at December 31, 1991......................... 40,428 15,418 55,846
Additions for:
Fixed asset and facility closure costs.......... -- 1,244 1,244
Reductions in reserves.......................... (1,506) -- (1,506)
---------- ------------------- --------
Total additions (reductions)............... (1,506) 1,244 (262)
Costs incurred(b)............................... (26,073) (11,755) (37,828)
Balance at December 31, 1992......................... 12,849 4,907 17,756
Additions for:
Lease termination costs(a)...................... 1,475 -- 1,475
Employee severance & termination benefits(a).... 1,294 -- 1,294
Fixed asset and facility closure costs.......... 1,327 906 2,233
Reduction in reserves........................... (865) (865)
---------- ------------------- --------
Total additions, net....................... 3,231 906 4,137
Costs incurred(b).................................. (11,026) (4,432) (15,458)
Balance at December 31, 1993......................... $ 5,054 $ 1,381 $ 6,435
======== ============== ========
</TABLE>

- ---------------

(a) Substantially all amounts accrued require future cash expenditures.

(b) Costs were generally incurred in accordance with line item categories as
presented above.

F-23
<PAGE> 53

THE ACTAVA GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

OTHER INCOME -- NET

Other income net of other (expenses) from continuing operations is
summarized as follows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------------
1993 1992 1991
------- ------- -------
<S> <C> <C> <C>
(IN THOUSANDS)
Interest and investment income.......................... $ 8,731 $ 8,399 $ 7,459
Miscellaneous income (expense).......................... (11,646) (2,300) (3,922)
------- ------- -------
$(2,915) $ 6,099 $ 3,537
======= ======= =======
</TABLE>

Early payment interest credit expense which is the result of cash payments
received by Snapper from distributors prior to receivable due dates is included
in net miscellaneous income (expense). The early payment interest credit expense
was $4,322,000 for 1993, $2,522,000 for 1992, and $4,348,000 for 1991.

Miscellaneous income (expense) for 1993 includes a charge to operations of
$3,000,000 for an increase in a valuation allowance for a real estate
investment.

INCOME TAXES

Income tax expense (benefit) is composed of the following:

Income tax expense (benefit) computed by applying federal statutory rates
to income (loss) before income taxes is reconciled to the actual income tax
expense (benefit) as follows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------------
LIABILITY DEFERRED
METHOD METHOD
--------- -------------------
1993 1992 1991
--------- ------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Computed tax at statutory rates........................ $ (6,825) $15,226 $(18,934)
State tax, net of federal benefit...................... 2,243 2,877 2,149
Effect of tax rate changes on realization of timing
differences.......................................... 414 153 301
Amortization of goodwill............................... 3,123 3,235 2,753
Effect of nontax basis adjustments in connection with
acquisitions......................................... -- 914 1,037
Tax-exempt interest.................................... (26) (80) (70)
Dividends received deduction........................... (290) -- --
Undistributed earnings of majority-owned subsidiary.... 603 812 351
Over provision of current tax.......................... -- -- 1,675
Deferred tax valuation allowance....................... 16,227 -- --
Other.................................................. (306) 191 705
--------- ------- --------
$ 15,163 $23,328 $(10,033)
======= ======= ========
</TABLE>

F-24
<PAGE> 54

THE ACTAVA GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Significant components of deferred tax assets and liabilities at December
31, 1993, are as follows:

<TABLE>
<CAPTION>
DEFERRED TAX DEFERRED TAX
ASSETS LIABILITIES
------------ ------------
(IN THOUSANDS)
<S> <C> <C>
Net operating loss carryforward........................ $ 30,383
Reserves for losses and write-down of certain assets... 14,885
Reserves for self-insurance............................ 11,781
Alternative minimum tax credit......................... 8,805
Provision for loss on loans and receivables............ 3,509
Tax amortizable intangible............................. 3,145
State tax accruals..................................... 2,676
Gain on hedge transaction.............................. 2,609
Obligation for postretirement benefits................. 1,966
Plant closure costs.................................... 1,541
Charitable contribution carryforward................... 1,053
Other.................................................. 1,913 $ 1,793
Investment in less than 80% owned subsidiary........... -- 37,627
Basis differences in fixed assets...................... -- 29,387
Purchase of safe harbor lease investment............... -- 9,783
Undistributed earnings of majority-owned subsidiary.... -- 1,282
------------ ------------
Subtotal............................................... 84,266 79,872
Valuation allowance.................................... 28,675 --
------------ ------------
Total deferred taxes................................... $ 55,591 $ 79,872
========= =========
Net deferred taxes..................................... $ 24,281
=========
</TABLE>

The valuation allowance recorded upon adoption of FASB Statement No. 109,
"Accounting for Income Taxes," at January 1, 1993 was approximately $12,500,000.

The components of deferred income tax expense (benefit) for the years ended
December 31, 1992 and 1991 are as follows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------
1992 1991
------- --------
(IN THOUSANDS)
<S> <C> <C>
Accelerated depreciation.................................. $ 5,138 $ 3,273
Provision for loss on loans and receivables............... 366 (1,178)
Reserves for losses and write-down of certain assets...... 1,961 (1,337)
Plant closure costs....................................... 9,148 (1,714)
Gain on hedge transaction................................. (3,356) 273
Difference in book and tax basis of assets disposed of.... (881) 197
Undistributed earnings of majority-owned subsidiary....... 547 (110)
Recognition of income tax net operating loss benefit...... -- (19,986)
Other..................................................... (855) (73)
------- --------
$12,068 $(20,655)
======= ========
</TABLE>

Actava has a net operating loss carryforward for federal income tax
purposes of approximately $86,800,000 at December 31, 1993, which will expire in
years 2006 through 2008. Actava has an alternative minimum tax credit
carryforward of approximately $8,800,000, which may be carried forward
indefinitely, available to offset regular tax in certain circumstances.

F-25
<PAGE> 55

THE ACTAVA GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

PENSION PLANS

Actava and its subsidiaries have several noncontributory defined benefit
and other pension plans which are "qualified" under federal tax law and cover
substantially all employees. In addition Actava has a "nonqualified"
supplemental retirement plan which provides for the payment of benefits to
certain employees in excess of those payable by the qualified plans. Benefits
under the qualified and nonqualified plans are based upon the employee's years
of service and level of compensation. Actava's funding policy for the qualified
plans is to contribute annually such amounts as are necessary to provide assets
sufficient to meet the benefits to be paid to the plans' members and to keep the
plans actuarially sound. Contributions are intended to provide not only for
benefits attributed to service to date but also for those expected to be earned
in the future.

The components of net periodic pension costs are as follows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------
1993 1992 1991
------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C>
Service cost -- benefits earned during the period......... $ 2,724 $ 3,234 $ 2,707
Interest cost on projected benefit obligation............. 1,892 1,712 1,378
Actual return on plan assets.............................. (2,318) (1,912) (2,304)
Net amortization and deferral............................. 454 298 1,001
------- ------- -------
$ 2,752 $ 3,332 $ 2,782
======= ======= =======
</TABLE>

Assumptions used in the accounting for the defined benefit plans are as
follows:

<TABLE>
<CAPTION>
YEARS ENDED
DECEMBER 31,
----------------------
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
Weighted-average discount rates............................... 7.2 % 8.4 % 8.3 %
Rates of increase in compensation levels...................... 4.7 % 6.1 % 6.2 %
Expected long-term rate of return on assets................... 7.6 % 8.3 % 8.3 %
</TABLE>

These actuarial assumptions were changed during 1993 for accounting for the
defined benefit plans as of December 31, 1993. The change in discount rates from
8.4% for 1992 to 7.2% for 1993 increased projected benefit obligations by
approximately 12%.

F-26
<PAGE> 56

THE ACTAVA GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The following tables set forth the funded status and amount recognized in
the Consolidated Balance Sheets for Actava's defined benefit pension plans:

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------
1993 1992
-------- --------
<S> <C> <C>
(IN THOUSANDS)
PLANS WHOSE ASSETS EXCEED ACCUMULATED BENEFITS
Actuarial present value of benefit obligations:
Vested benefit obligations................................... $ (4,652) $(11,717)
======== ========
Accumulated benefit obligation............................... $ (5,232) $(13,100)
======== ========
Projected benefit obligations................................ $ (5,232) $(15,035)
Plan assets at fair value.................................... 6,296 15,197
-------- --------
Funded status -- plan assets in excess of projected benefit
obligation................................................ $ 1,064 $ 162
======== ========
Comprised of:
Accrued pension cost......................................... $ -- $ (2,265)
Prepaid pension cost......................................... 415 332
Unrecognized net gain (loss)................................. (523) 702
Unrecognized prior service cost.............................. 187 325
Unrecognized net assets at January 1, 1987, net of
amortization.............................................. 985 1,068
-------- --------
$ 1,064 $ 162
======== ========
PLANS WHOSE ACCUMULATED BENEFITS EXCEED ASSETS
Actuarial present value of benefit obligations:
Vested benefit obligation.................................... $(21,174) $ (8,198)
======== ========
Accumulated benefit obligation............................... $(22,224) $ (8,340)
======== ========
Projected benefit obligation................................. $(25,320) $ (9,035)
Plan assets at fair value.................................... 18,615 5,594
-------- --------
Funded status -- projected benefit obligation in excess of
plan assets............................................... $ (6,705) $ (3,441)
======== ========
Comprised of:
Accrued pension cost......................................... $ (4,637) $ (3,246)
Prepaid pension cost......................................... -- 596
Unrecognized net gain (loss)................................. (2,157) (1,098)
Unrecognized prior service cost.............................. (215) (215)
Unrecognized net obligation at January 1, 1987, net of
amortization.............................................. 304 522
-------- --------
$ (6,705) $ (3,441)
======== ========
</TABLE>

Substantially all of the plan assets at December 31, 1993 and 1992 are
invested in governmental bonds, mutual funds and temporary investments.

Some of the Company's subsidiaries also have defined contribution plans
which provide for discretionary annual contributions covering substantially all
of their employees. Contributions from continuing operations of approximately
$5,900,000 in 1993, $7,000,000 in 1992, and $4,800,000 in 1991 were made to
these plans.

LEASES

Actava and its subsidiaries are lessees of warehouses, manufacturing
facilities and other properties under numerous noncancelable leases.

F-27
<PAGE> 57

THE ACTAVA GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Capitalized leased property, which is not significant, is included in
property, plant and equipment and other assets.

Future minimum payments for the capital leases and noncancelable operating
leases with initial or remaining terms of one year or more are summarized as
follows:

<TABLE>
<CAPTION>
YEARS ENDING OPERATING CAPITAL
DECEMBER 31, LEASES LEASES
------------------------------------------------------------- --------- -------
<S> <C> <C>
(IN THOUSANDS)
1994......................................................... $12,976 $ 462
1995......................................................... 10,321 287
1996......................................................... 8,813 157
1997......................................................... 7,717 138
1998......................................................... 5,377 0
Thereafter................................................... 12,847 0
--------- -------
Total minimum lease payments................................. $58,051 1,044
=======
Less amounts representing interest........................... (128)
-------
Present value of net minimum lease payments.................. 916
======
</TABLE>

Rental expense charged to continuing operations for all operating leases
was $19,729,000, $21,499,000 and $17,720,000 for the years ended December 31,
1993, 1992 and 1991, respectively.

Certain noncancelable leases have renewal options for up to 10 years, and
generally, related real estate taxes, insurance and maintenance expenses are
obligations of Actava. Certain leases have escalation clauses which provide for
increases in annual rentals in certain circumstances.

LITIGATION

On February 18, 1994, Photographic Concepts Inc. ("PCI"), a Florida
corporation, sued Qualex in the United States District Court for the Middle
District of North Carolina, in a lawsuit captioned Photographic Concepts, Inc.
v. Qualex, Inc., Civil Action No. 1:94-CV-00081. PCI's claims arise out of
allegations that Qualex entered into and then breached an agreement with PCI
relating to the marketing of on-site "microlab" photofinishing services. During
1993, Qualex's microlab business resulted in $33,300,000 in revenues and
$7,300,000 in gross profits, and Qualex expects such business to increase in the
future. PCI alleges, among other things, that Qualex breached agreement with
PCI, and misappropriated trade property and other information from PCI. PCI is
seeking an injunction against Qualex's alleged use and misappropriation of PCI's
allegedly confidential and proprietary trade methods and techniques, an
accounting for and payment over to PCI of Qualex's profits from such alleged use
and misappropriation, unspecified consequential and punitive damages and
attorneys' fees and other costs of litigation. Qualex is currently gathering the
information and documents necessary to file its response to PCI's Complaint.
That response must be filed by April 25, 1994. Qualex intends to defend the case
vigorously, but the Company is unable to determine the probable impact of the
suit at this early stage in the proceeding.

In 1991, three lawsuits were filed against Actava, certain of Actava's
current and former directors and Intermark, Inc., which owned approximately 26%
of Actava's Common Stock. One complaint alleged, among other things, a
long-standing pattern and practice by the defendants of misusing and abusing
their power as directors and insiders of Actava by manipulating the affairs of
Actava to the detriment of Actava's past and present stockholders. The complaint
sought monetary damages from the director defendants, injunctive relief against
Actava, Intermark and its current directors, and costs of suit and attorney's
fees. The other two complaints alleged, among other things that members of the
Actava Board of Directors contemplate either a sale, a merger, or other business
combination involving Intermark, Inc. and Actava or one or more of its

F-28
<PAGE> 58

THE ACTAVA GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

subsidiaries or affiliates. The complaints sought costs of suit and attorney's
fees and preliminary and permanent injunctive relief and other equitable
remedies, ordering the director defendants to carry out their fiduciary duties
and to take all appropriate steps to enhance Actava's value as a
merger/acquisition candidate. These three suits were consolidated on May 1,
1991. While these actions are in their preliminary stages, management currently
believes the actions will not materially affect the operations or financial
position of Actava.

On November 30, 1993, a lawsuit was filed by the Department of Justice
("DOJ") against American Seating Company ("American Seating"), a former
subsidiary of Actava, in the United States District Court for the Western
District of Michigan. The lawsuit is captioned United States v. American Seating
Co., Civil Action No. 1:93-CV-956. Pursuant to an asset purchase agreement
between Actava and Amseco Acquisition, Inc., dated July 15, 1987, Actava assumed
the obligation for certain liabilities incurred by American Seating arising out
of litigation or other disputes, involving events occurring on or before June
22, 1987. The DOJ alleges among other things that American Seating failed to
disclose certain information relating to its price discount practices that it
contends was required in an offer submitted by American Seating to the General
Services Administration for possible contracts for sales of systems furniture
and related services. The complaint seeks recovery of unspecified single and
treble damages, penalties, costs and prejudgment and post-judgment interest. The
parties have engaged in settlement discussions but not have agreed on a
disposition of the case. A trial, if necessary, has been scheduled for June
1995. The DOJ has asserted damages of approximately $3.5 million. If such
damages were awarded and then trebled, the total damages, excluding penalties,
costs and interest, could exceed $10 million. In addition, penalties, if
assessed, could range from several thousand dollars to several million dollars.
As a result, the lawsuit could have a material effect on the results of
operations and financial condition of the Company. Management, however, believes
that American Seating has meritorious defenses to the allegations made by the
DOJ and does not expect the Company to incur any material liability as a result
of this suit.

Actava is a defendant in various other legal proceedings. However, Actava
is not aware of any action which, in the opinion of management, would materially
affect the financial position or results of operations of Actava.

CONTINGENT LIABILITIES AND COMMITMENTS

Actava, on behalf of its Snapper division, has an agreement with a
financial institution which makes available to dealers floor plan financing for
Snapper products. This agreement provides financing for dealer inventories and
accelerates cash flow to Snapper's distributors and to Snapper. Under the terms
of the agreement, a default in payment by one of the dealers on the program is
non-recourse to both the distributor and to Snapper. However, the distributor is
obligated to repurchase any equipment recovered from the dealer and Snapper is
obligated to repurchase the recovered equipment if the distributor defaults. At
December 31, 1993 and 1992, there was approximately $23,000,000 and $20,000,000,
respectively, outstanding under these floor plan financing arrangements.

Actava is contingently liable under various guarantees of debt totaling
approximately $8,600,000. The debt is primarily Industrial Revenue Bonds which
were issued by former subsidiaries to finance their manufacturing facilities and
equipment, and is secured by the facilities and equipment. In addition, upon the
sale of the subsidiaries, Actava received lending institution guarantees or bank
letters of credit to support Actava's contingent obligations. There are no
material defaults on the debt agreements.

Actava is contingently liable under various real estate leases of former
subsidiaries. The total future payments under these leases, including real
estate taxes, is estimated to be approximately $9,100,000. The leased properties
generally have financially sound subleases.

F-29
<PAGE> 59

THE ACTAVA GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

In January 1992, Qualex entered into an agreement with a bank whereby it
sells an undivided interest in a designated pool of trade accounts receivable on
an ongoing basis. The receivables are discounted at the commercial paper rate.
At December 31, 1993 this rate was 3.42%. In addition, the bank charges Qualex a
program fee of .425% of the balance outstanding at the end of each month.

The maximum allowable amount of receivables to be sold, initially set at
$50,000,000, was increased to $75,000,000 in August 1992. Qualex continued to
service the receivables at no charge to the purchaser since any servicing cost
would be negligible due to the nature of the receivables, e.g., short-term
(generally collected in 45 days based on invoice terms). As collections reduce
the pool of sold accounts receivable, Qualex sells participating interest in new
receivables to bring the amount sold up to the desired level. At December 31,
1993 and 1992, the uncollected balance of receivables sold amounted to
$60,000,000 and $30,000,000, respectively. The proceeds are reported as
operating cash flows in the statement of cash flows and a reduction of
receivables in Qualex's balance sheet. Total proceeds received by Qualex during
the year were $519,000,000 for 1993 and $220,000,000 for 1992. The allowance for
doubtful accounts for Qualex includes a reserve for losses on receivables sold
with recourse pursuant to this agreement which was recorded at the time of sale.
During 1993 and 1992, Qualex recorded expense of $2,200,000 and $1,100,000,
respectively, which represents the discount and fees charged on these sales. No
other gains or losses are recorded on the sale of these receivables.

Qualex has a supply contract with Kodak for the purchase of sensitized
photographic paper and purchases substantially all of the chemicals used in
photoprocessing from Kodak. Qualex also purchases various other production
materials and equipment from Kodak.

Qualex and DP handle and store various materials in the normal course of
business that have been classified as hazardous by various federal, state and
local regulatory agencies. As of December 31, 1993, Qualex and DP are continuing
to conduct tests at various sites and will perform any necessary cleanup where
and to the extent legally required. At those sites where tests have been
completed, cleanup costs have been immaterial. The Company may also be liable
for remediation of environmental damage relating to businesses previously sold
in excess of amounts accrued. At the sites currently being tested, it is
management's opinion that cleanup costs will not have a material effect on
Actava's financial position or results of operations.

In January 1993, Qualex signed a ten year agreement to purchase its
information systems services from an outside agency. Annual service charges
under this agreement are approximately $13,000,000.

At December 31, 1993, approximately $5,000,000 of Actava's cash and
short-term investments were pledged to secure a Snapper credit line and
approximately $20,700,000 of cash and short-term investments were pledged to
support outstanding letters of credit.

SEGMENT INFORMATION

A description of Actava's segments is presented in the first four
paragraphs of Item 7. "Management's Discussion and Analysis of Financial
Condition and Results of Operations." Additional segment information as of and
for the three years ended December 31, 1993 is presented in the tables captioned
"Segment Performance" and "Other Segment Data" which are included in Item 7.
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

F-30
<PAGE> 60

THE ACTAVA GROUP INC. AND SUBSIDIARIES

SUMMARY OF QUARTERLY EARNINGS AND DIVIDENDS

<TABLE>
<CAPTION>
QUARTERS ENDED IN 1993
-----------------------------------------
MARCH 31 JUNE 30 SEPT. 30 DEC. 31
-------- -------- -------- --------
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C>
Net Sales............................................. $263,887 $313,261 $344,479 $319,484
Gross Profit.......................................... 61,402 82,210 85,632 54,427
Cumulative effect of change in accounting
principle(c)........................................ (4,404) -- -- --
Net income (loss)(a)(c)(d)(e)......................... $ (7,604) $ 43 $ (9,047) $(30,986)
======== ======== ======== ========
Earnings (loss) per share before cumulative effect of
change in accounting principle...................... $ (.19) $ -- $ (.51) $ (1.76)
Cumulative effect of change in accounting principle... (.27) -- -- --
Net income (loss)..................................... $ (.46) $ -- $ (.51) $ (1.76)
======== ======== ======== ========
Cash dividends........................................ $ .09 $ .09 $ .09 $ .09
</TABLE>

<TABLE>
<CAPTION>
QUARTERS ENDED IN 1992
-----------------------------------------
MARCH 31 JUNE 30 SEPT. 30 DEC. 31
-------- -------- -------- --------
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C>
Net Sales............................................. $276,284 $288,248 $307,585 $276,626
Gross Profit.......................................... 86,607 106,136 119,885 92,985
Cumulative effect of change in accounting
principle(b)........................................ 1,034 -- -- --
Net income (loss)(a)(b)............................... $ (772) $ 2,631 $ 4,713 $ 5,027
======== ======== ======== ========
Earnings (loss) per share before cumulative effect of
change in accounting principle...................... $ (.11) $ .16 $ .28 $ .31
Cumulative effect of change in accounting principle... .06 -- -- --
Net income (loss)..................................... $ (.05) $ .16 $ .28 $ .31
======== ======== ======== ========
Cash dividends........................................ $ .09 $ .09 $ .09 $ .09
</TABLE>

- ---------------

(a) Actava's lawn and garden division estimates certain sales related expenses
for the year and charges these expenses to income based upon estimated sales
for the year. Sales and expenses for 1993 were different than estimated in
the first three quarters. If the expenses had been charged to income based
upon actual sales for the year, net loss would have increased in the first
and second quarter by $4,500,000 and $7,450,000, respectively, and decreased
in the third and fourth quarters by $1,750,000 and $10,200,000,
respectively. Sales and expenses for the year were also different in 1992
than estimated in the first three quarters. If the expenses had been charged
to income based upon actual sales for the year, net income would have
increased in the first and third quarters by $3,500,000 and $700,000,
respectively, and decreased in the fourth quarter by $4,200,000.
(b) Effective January 1, 1992, Qualex changed its method of accounting for the
cost of its proof advertising program to recognize these costs at the time
the advertising is placed by the customer. Under the proof advertising
program, Qualex reimburses certain advertising costs incurred by its
customers up to a percentage of sales to that customer. Qualex previously
accrued such costs at the time of the initial sale. Qualex believes that
this new method is preferable because it recognizes advertising expense as
it is incurred rather than at the time of the initial sale to the customer.
Information for the first quarter of 1992, as previously reported, differs
from the above amounts as a result of this change. The effects of this
change do not have a significant effect on the other quarters.
(c) Effective January 1, 1993, Actava adopted FASB Statement No. 106,
"Accounting for Postretirement Benefits Other Than Pensions". Actava and its
subsidiaries provide group medical plans and life insurance coverage for
certain employees subsequent to retirement. In prior years, these benefits
had been charged to operations on a pay-as-you-go (cash) basis; effective as
of 1993 they are charged to operations

F-31
<PAGE> 61

on an accrual basis. Information for the first quarter of 1993, as
previously reported, differs from the above amounts because the cumulative
effect was originally reported net-of-tax.
(d) During the fourth quarter of 1993, Actava's lawn and garden division revised
its estimate of accrued product warranty expense to reflect an increase in
the amount of future warranty cost to be incurred due to increased warranty
claims. This change in accounting estimate resulted in an increase in the
net loss for the fourth quarter of approximately $4,000,000.
(e) During the fourth quarter of 1993, Actava increased its valuation allowance
for an investment in a real estate development from $1,425,000 to
$4,425,000, due to an accelerated plan for disposition. This plan of
disposition was changed in the fourth quarter in order to facilitate a
return on the real estate investment by offering the real estate for sale as
raw or minimally developed land, rather than fully developing or
participating in the full development of the real estate. This change in
estimate resulted in an increase in the net loss for the fourth quarter of
approximately $3,000,000.

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

F-32