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Filed Pursuant to Rule 424(b)(3)
Registration No. 33-63401
PROSPECTUS
3,000,000 SHARES
THE ACTAVA GROUP INC.
COMMON STOCK
The 3,000,000 shares (the "Shares") of common stock, par value $1.00
per share (the "Common Stock"), of The Actava Group Inc. (the "Company")
offered hereby are being offered for the account of Triton Group Ltd. ("Triton"
or the "Selling Stockholder"). The Selling Stockholder will use a portion of
the net proceeds of this offering to repay a loan made by the Company to the
Selling Stockholder. See "Selling Stockholder."
The Selling Stockholder may sell the Shares offered hereby from time
to time, with such sales to be primarily through block transactions but also
may be through market transactions effected through registered broker dealers
on the New York and The Pacific Stock Exchanges or such other national
securities exchange or automated interdealer quotation system on which shares
of the Company's Common Stock are then listed at market prices prevailing at
the time of the sale. Such brokers or dealers may receive compensation in the
form of commissions or otherwise in such amounts as may be negotiated by them.
As of the date of this Prospectus, no agreements have been reached for the sale
of the Shares or the amount of any compensation to be paid to brokers or
dealers in connection therewith. The Selling Stockholder will bear all
expenses in connection with the registration and sale of the Shares being
offered hereby, including commissions, concessions or discounts to brokers or
dealers and fees and expenses of counsel or other advisors to the Selling
Stockholder and up to $25,000 of the fees of counsel to the Company. See "Plan
of Distribution." To the extent that any of the Shares offered hereby remain
unsold upon the termination of this offering, it is anticipated that the
Selling Stockholder will distribute such unsold shares to its stockholders on a
pro rata basis.
The Common Stock of the Company is listed on the New York and The
Pacific Stock Exchanges under the trading symbol "ACT." On October 11, 1995,
the last reported sale price of the Company's Common Stock on the New York
Stock Exchange was $17 per share.
_________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAP-
PROVED BY THE SECURITIES AND EXCHANGE COMMIS-
SION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE COMMISSION OR ANY STATE SECURI-
TIES COMMISSION PASSED UPON THE AC-
CURACY OR ADEQUACY OF THIS PRO-
SPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A
CRIMINAL OFFENSE.
_________________
The date of this Prospectus is October 16, 1995.
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No person has been authorized in connection with this offering to give
any information or to make any representation not contained or incorporated by
reference in this Prospectus, and, if given or made, such information or
representation must not be relied upon as having been authorized by the
Company. Neither the delivery of this Prospectus nor any sales hereunder shall
under any circumstances create any implication that the information contained
herein is correct as of any time subsequent to the date hereof or the dates as
of which information is otherwise set forth or incorporated by reference
herein. This Prospectus does not constitute an offer to sell or a solicitation
of an offer to purchase any securities other than those to which it relates or
an offer to any person in any jurisdiction where such offer or solicitation
would be unlawful.
AVAILABLE INFORMATION
Additional information regarding the Company and the Shares offered
hereby is contained in the Registration Statement on Form S-3 (of which this
Prospectus forms a part) and the exhibits relating thereto (the "Form S-3
Registration Statement") filed by the Company with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"1933 Act"). The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and in accordance
therewith files reports, proxy statements, information statements and other
information with the Commission. Such reports, proxy statements, information
statements and other information can be inspected and copied at the public
reference facilities of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's regional offices at CitiCorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and 7
World Trade Center, 13th Floor, New York, New York 10048. Copies of such
material can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Such
reports, proxy statements and other information also may be inspected at the
offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the
Commission pursuant to the 1934 Act hereby are incorporated by reference into
this Prospectus as of their respective dates:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1994, Form 10-K/A Amendment No. 1 filed on April
28, 1995 and Form 10-K/A Amendment No. 2 filed July 13, 1995
amending the Company's Form 10-K for the year ended December
31, 1994;
(2) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995;
(3) The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1995;
(4) The Company's Current Report on Form 8-K dated April 12, 1995
and Form 8-K/A Amendment No. 1 dated April 28, 1995 amending
the Company's Current Report on Form 8-K dated April 12, 1995;
(5) The Company's Current Report on Form 8-K dated September 27,
1995; and
(6) The description of the Common Stock as contained in the
Company's Registration Statement on Form 8-A (Registration
No.1-5706) as filed with the Commission on September 26, 1969,
as amended.
Also incorporated by reference into this Prospectus is the following
document filed by the Company with the Commission:
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Registration Statement on Form S-4 (Registration No. 33-63003)
declared effective by the Commission on September 28, 1995, which includes the
Joint Proxy Statement/Prospectus ("Joint Proxy Statement/Prospectus") with
respect to a special meeting of Stockholders of the Company to be held on
November 1, 1995 (the "Company's Special Meeting"), and all subsequent
amendments thereof, but excluding the material set forth under the following
captions:
"Summary Information -- Opinion of Actava's Financial Advisor," "--
Opinion of Orion's Financial Advisor," "Opinion of MITI's Financial Adviser,"
and "-- Opinion of Sterling's Financial Advisor."
"Proposal No. 1 -- The Proposed Mergers -- Opinions of Financial
Advisors"
"Appendix B -- Fairness Opinion of CS First Boston Corporation"
"Appendix C -- Fairness Opinion of Alex. Brown & Sons Incorporated"
"Appendix D -- Fairness Opinion of Gerard Klauer Mattison & Co.,
L.L.C."
"Appendix E -- Fairness Opinion of Houlihan, Lokey, Howard & Zukin,
Inc."
In addition, all reports and documents filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and made a part hereof from the date of the filing of such
documents.
The Company will provide without charge to each person to whom this
Prospectus is delivered, at the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated herein by reference,
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference into the foregoing documents). The Company also will
provide without charge upon request a copy of the Company's latest Annual
Report. Written or telephonic requests should be directed to Walter M. Grant,
Esq., Senior Vice President and General Counsel, The Actava Group Inc., 945
East Paces Ferry Road, Suite 2210, Atlanta, Georgia 30326; (404) 261-6190.
THE COMPANY
GENERAL
The Company was organized in 1929 under Pennsylvania law and was
reincorporated in 1968 under Delaware law. On July 19, 1993, the Company
changed its name from Fuqua Industries, Inc. to The Actava Group Inc. The
Company's principal executive offices are located at 945 East Paces Ferry Road,
Suite 2210, Atlanta, Georgia 30326, and its telephone number is (404) 261-6190.
Since the late 1960's, the Company has owned, operated and sold dozens
of companies in many diverse industries, including photofinishing, recreation,
sporting goods, yacht and sailboat manufacturing, outdoor power equipment,
manufactured housing, petroleum distribution, movie theaters, retailing,
broadcasting, trucking, food and beverages, grain storage bins, taxicabs,
seating and banking. At the beginning of 1994, the Company owned and operated
businesses in three industries: photofinishing, lawn and garden equipment, and
sporting goods. The Company sold its photofinishing subsidiary and its four
sporting goods subsidiaries during 1994. As a result of these transactions,
the Company presently operates only one business, Snapper Power Equipment
Company ("Snapper"), which is a division of the Company and is engaged in the
manufacture and sale of lawn and garden equipment. In addition to operating
Snapper, the Company owns at the date of this Prospectus 19,169,000 shares or
approximately 39% of the outstanding common stock of Roadmaster Industries,
Inc. ("Roadmaster"). These shares were issued to the Company in connection
with the sale of the Company's four sporting goods subsidiaries to Roadmaster.
The Company is presently evaluating new opportunities and strategies for
enhancing stockholder value, including the proposed business combination with
three other companies as discussed below.
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RECENT DEVELOPMENTS
On September 27, 1995, the Company, Orion Pictures Corporation
("Orion"), MCEG Sterling Incorporated ("Sterling"), and Metromedia
International Telecommunications, Inc. ("MITI") entered into an Amended and
Restated Agreement and Plan of Merger (the "Merger Agreement"), which amends
and restates in its entirety an Agreement and Plan of Merger dated as of April
12, 1995 among the Company, Orion, Sterling and MITI (the "Initial Merger
Agreement"). Pursuant to the Merger Agreement, at the Effective Time (as
defined below), (i) Orion will merge with and into OPC Merger Corp. ("OPC
Mergerco"), a newly formed, wholly-owned subsidiary of the Company (the "Orion
Merger"), with OPC Mergerco being the surviving corporation of the Orion
Merger, (ii) MITI will merge with and into MITI Merger Corp. ("MITI
Mergerco"), a newly formed, wholly-owned subsidiary of the Company (the "MITI
Merger"), with MITI Mergerco being the surviving corporation of the MITI
Merger, and (iii) Sterling will merge with and into the Company (the "Sterling
Merger" and together with the Orion Merger and the MITI Merger, the "Mergers")
with the Company being the surviving corporation of the Sterling Merger. OPC
Mergerco, as the surviving corporation of the Orion Merger (referred to herein
as "New Orion"), will be renamed "Orion Pictures Corporation" and will continue
the business and operations of Orion and Sterling (see below). MITI Mergerco,
as the surviving corporation of the MITI Merger, will be renamed "Metromedia
International Telecommunications, Inc." and will continue the business and
operations of MITI. The Company, as the surviving corporation of the Sterling
Merger, will be renamed "Metromedia International Group, Inc." and will then
transfer the operating assets of Sterling to New Orion. The terms of the
Initial Merger Agreement were approved by the Board of Directors of the Company
by a vote of five to four at a meeting held on April 12, 1995 and, following
the resignations of two members of the Board of Directors, the Board of
Directors unanimously approved the Merger Agreement on September 15, 1995.
The consummation of the Mergers is subject to, among other things, the
approval of the stockholders of each of the Company, Orion, MITI and Sterling.
As of October 11, 1995, there were 17,476,401 shares of Common Stock
outstanding.
The Mergers are described more fully in the Company's Current Report
on Form 8-K dated April 12, 1995, as amended, the Company's Current Report on
Form 8-K dated September 27, 1995, and the Joint Proxy Statement/Prospectus,
included in the Company's Registration Statement on Form S-4 (Registration No.
33-63003) (the "Form S-4 Registration Statement") as declared effective by the
Commission on September 28, 1995, and any subsequent amendment thereto,
regarding the Company's Special Meeting to be held with respect to the Mergers.
All or a portion of such documents are incorporated by reference into this
Prospectus, and copies are available upon request to the Company. See
"Incorporation of Certain Documents By Reference."
SELLING STOCKHOLDER
The Selling Stockholder is Triton Group Ltd., a Delaware corporation.
All of the 3,000,000 Shares offered hereby (17.2% of the presently outstanding
shares of Common Stock as of October 11, 1995) are being offered for the
account of Triton, the Selling Stockholder. Triton acquired the Shares pursuant
to a series of open market purchases and purchases directly from former
affiliates of the Company. As of October 11, 1995, the Selling Stockholder
beneficially owned 4,413,598 shares of Common Stock.
On October 12, 1995, Triton entered into a letter agreement (the
"Triton Letter Agreement") with the Company pursuant to which the Company
agreed to file the Form S-3 Registration Statement of which this Prospectus
forms a part with the Commission within ten days following the date of the
Triton Letter Agreement. Pursuant to the Triton Letter Agreement, the Company
agreed to use all reasonable efforts to cause the Form S-3 Registration
Statement to remain effective until 90 days after the consummation of the
Mergers. Triton agreed that, upon the filing of the Form S-3 Registration
Statement, Triton will deliver to the Company executed proxies covering all of
Triton's shares of Common Stock, which will enable the Company's proxyholders
to vote all of such shares in favor of the Mergers, and that Triton will not
revoke, amend or rescind such proxies unless proxies are required to be
resolicited from all stockholders of the Company as a result of a material
change in the information regarding the Mergers contained in the Company's Form
S-4 Registration Statement. Triton also agreed to pay certain reasonable
out-of-pocket expenses incurred by the Company in effecting the registration.
See "Plan of Distribution." Both parties will cooperate with each other to
ensure the concurrent application of the net proceeds of this offering first to
repay in full all obligations of Triton under the Loan Agreement between Triton
and the Company described below.
In connection with the offering of the Shares hereunder, the Company
has agreed to indemnify and hold harmless the Selling Stockholder and each
other person who participates in the offering or sale of such Shares and their
respective directors, officers, partners, agents and affiliates against any
losses, claims, damages, liabilities (or
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actions or proceedings, whether commenced or threatened, in respect thereof),
joint or several, and expenses (collectively, a "Loss" or "Losses") to which
such party may become subject, insofar as such Losses relate to any untrue
statement or omission, or alleged untrue statement or omission, made in the
Form S-3 Registration Statement to which this Prospectus forms a part, other
than the information provided by Triton for inclusion herein and therein; and
the Selling Stockholder has agreed to indemnify and hold harmless the Company
and each person who participates in the offering or sale of such shares and
their respective directors, officers, partners, agents and affiliates against
any Losses to which such party becomes subject, insofar as such Losses relate
to any untrue statement or omission, or alleged untrue statement or omission,
made in such registration statement in reliance upon and in conformity with
written information furnished to the Company by the Selling Stockholder
expressly for use herein and therein.
Triton and the Company are parties to a Stockholder Agreement (the
"Stockholder Agreement") which, among other things, contains provisions
regarding the Composition of the Board of Directors of the Company.
Under the Triton Letter Agreement, Triton agreed, subject to the consummation
of the Mergers, to waive the provisions of the Stockholder Agreement requiring
that the Board of Directors of the Company consist of nine members and
providing that Triton would be entitled to designate one member of the Board of
Directors of the Company. Triton also has agreed to pay the reasonable costs
and expenses associated with the preparation and mailing of a supplement to the
Joint Proxy Statement/Prospectus, up to a maximum of $35,000. As disclosed in
the Joint Proxy Statement/Prospectus, as of the record date for the Company's
Special Meeting, directors, executive officers and affiliates of the Company
owned beneficially an aggregate of 5,199,991 shares of Common Stock (excluding
shares which may be received upon the exercise of options to acquire shares of
Common Stock), or approximately 29.8% of the outstanding shares of Common
Stock. Included among the 5,199,991 shares of Common Stock owned beneficially
by the Company's directors, executive officers and affiliates is an aggregate
of 4,413,598 shares of Common Stock, or approximately 25.3% of the outstanding
shares of Common Stock, owned by Triton. As a result of the developments
described above, it is anticipated that all such shares of Common Stock held by
the Company's directors, officers and affiliates will be voted in favor of the
Merger Agreement.
Triton and the Company are parties to a Loan Agreement (the "Loan
Agreement") under which the Company has loaned up to $32 million to Triton
secured by a pledge of shares of the Common Stock owned by Triton. As of
October 10, 1995, the outstanding principal balance under the Loan Agreement
was $17,976,000. As of October 10, 1995, the Company held 1,900,776 shares of
the Common Stock owned by Triton as security for the Triton loan. Triton has
agreed to repay all amounts outstanding under the Loan Agreement with the net
proceeds from the sale of the Shares, with payments to be applied initially
toward accrued and unpaid interest and then toward the outstanding principal
balance of the loan. Accordingly, the Company will receive up to approximately
$17,976,000 (not including accrued and unpaid interest which was $56,175 as of
October 10, 1995) of the net proceeds from the sale of the Shares, which amount
will be used for general working capital purposes. The Stockholder Agreement
and the Loan Agreement are described more fully in the Company's Form 10-K/A
Amendment No. 1 filed on April 28, 1995 with the Commission. See
"Incorporation of Certain Documents by Reference." If all of the Shares
offered by the Selling Stockholder hereby are sold, the Selling Stockholder
will beneficially own 1,413,598 shares of Common Stock, or 8.1% of the
outstanding shares as of October 11, 1995.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Stockholder,
with such sales to consist primarily of block sales to institutions but also
may include market transactions effected through registered broker dealers on
the New York or The Pacific Stock Exchanges or such other national securities
exchange or automated interdealer quotation system on which shares of Common
Stock are then listed, at market prices then prevailing. Brokers or dealers
will receive commissions, concessions or discounts from the Selling Stockholder
and/or the purchasers of the Shares in amounts to be negotiated prior to the
sale. In addition, any Shares covered by this Prospectus which qualify for
sale pursuant to Rule 144 under the 1933 Act may be sold under Rule 144 rather
than pursuant to this Prospectus. To the extent that any of the Shares offered
hereby remain unsold upon the termination of this offering, it is anticipated
that the Selling Stockholder will distribute such unsold shares to its
stockholders on a pro rata basis.
The Selling Stockholder will bear all expenses in connection with the
registration and sale of the Shares, including commissions, concessions or
discounts to brokers or dealers and fees and expenses of counsel or other
advisors to the Selling Stockholders and up to $25,000 of the fees of counsel
to the Company.
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The Selling Stockholder and any broker or dealer who acts in
connection with the sale of the Shares hereunder may be deemed to be
"underwriters" within the meaning of Section 2(11) of the 1933 Act, and any
compensation received by them and any profit on any resale of the Shares as
principals might be deemed to be underwriting discounts and commissions under
the 1933 Act.
LEGAL MATTERS
The legality of the Shares offered hereby has been passed upon for the
Company by Long, Aldridge & Norman, Atlanta, Georgia, counsel to the Company
and the beneficial owner of 52,708 shares of Common Stock.
EXPERTS
The consolidated financial statements and related schedule of Orion as
of February 28, 1995 and 1994 and for each of the years in the three-year
period ended February 28, 1995, have been incorporated by reference herein and
in the Form S-3 Registration Statement in reliance upon the report of KPMG Peat
Marwick LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing.
The report of KPMG Peat Marwick LLP on the February 28, 1995, 1994 and
1993 consolidated financial statements of Orion contains an explanatory
paragraph that states that Orion is a defendant in certain litigation which
alleges various breaches of agreements by Orion, and seeks certain damages. It
is not possible to assess the ultimate damages, if any, at this time.
The report of KPMG Peat Marwick LLP on the February 28, 1995
consolidated financial statements of Orion contains an explanatory paragraph
that states that based upon Orion's inability to meet required debt payments
that are due within the next year under the terms of its Indentures (as defined
in Note 6 of the Notes to Consolidated Financial Statements) there exists
substantial doubt about the entity's ability to continue as a going concern.
The consolidated financial statements do not include any adjustments that might
result from the outcome of that uncertainty.
The report of KPMG Peat Marwick LLP on the February 28, 1994
consolidated financial statements of Orion includes an explanatory paragraph on
the Company's change in method of accounting for income taxes.
The consolidated financial statements of the Company included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1994, have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference. Such
financial statements have been incorporated herein by reference in reliance
upon such report given upon the authority of such firm as experts in accounting
and auditing.
The consolidated financial statements of MITI as of December 31, 1994
and 1993 and for each of the years in the two-year period ended December 31,
1994, have been incorporated by reference herein and in the Form S-3
Registration Statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
The report of KPMG Peat Marwick LLP on the December 31, 1994 and 1993,
consolidated financial statements of MITI contains an explanatory paragraph
that states that MITI's significant recurring losses and negative operating and
investing cash flows raise substantial doubt about MITI's ability to continue
as a going concern. The consolidated financial statements do not include any
adjustments that might result from the outcome of that uncertainty.
The independent auditor's report for the years ended December 31, 1994
and 1993, refers to a change in policy of accounting for investments in Joint
Ventures in 1994.
The combined financial statements of International Telcell, Inc. (ITI)
and International Telcell Group Limited Partnership (ITGLP) (predecessor
entities of MITI) as of December 31, 1992 and for the year then ended have been
incorporated by reference herein and in the Form S-3 Registration Statement in
reliance upon the report of Arthur
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Andersen LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing.
The report of Arthur Andersen LLP covering the December 31, 1992
combined financial statements of ITI and ITGLP contains an explanatory
paragraph that states that MITI's significant recurring losses and negative
operating and investing cash flows raise substantial doubt about MITI's ability
to continue as a going concern. The combined financial statements do not
include any adjustments that might result from the outcome of that uncertainty.
The financial statements of Kosmos TV as of December 31, 1993 and
September 30, 1994, and for the year ended December 31, 1994 and for the nine
months ended September 30, 1994 have been incorporated by reference herein and
in the Form S-3 Registration Statement in reliance upon the report of KPMG,
independent auditors, incorporated by reference herein, and upon the authority
of said firm as experts in accounting and auditing.
The report of KPMG on the December 31, 1993 and September 30, 1994
financial statements of Kosmos TV contains an explanatory paragraph that states
that Kosmos TV's recurring losses from operations and net capital deficiency
raise substantial doubt about Kosmos TV's ability to continue as a going
concern. The financial statements do not include any adjustments that might
result from the outcome of that uncertainty.
The audited consolidated financial statements and related schedules of
Sterling as of March 31, 1995 and 1994 and for each of the fiscal years ended
March 31, 1995, 1994 and 1993, incorporated by reference herein and in the Form
S-3 Registration Statement, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are incorporated by reference herein in reliance upon the
authority of said firm as experts in giving said reports.
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