SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 of 15(d) of the
Securities Exchange Act of 1934
December 8, 1997
Date of Report (Date of earliest event reported)
DELPHI FILM ASSOCIATES
IV
(Exact name of registrant as specified in its
charter)
New York 0-14408 13-
3261814
(State or other (Commission (IRS
Employer
jurisdiction of incorporation) File Number)
Identification No.)
666 Third Avenue, New York, New York
10017
(Address of principal executive officer) (Zip Code)
Registrant's telephone number, including area
code 212-983-9040
<PAGE>
Item 2. Acquisition or Disposition of Assets
Columbia Pictures Industries, Inc. ("Columbia") and TriStar
Pictures, Inc. ("TriStar") offered to purchase from Delphi Film
Associates IV (the "Partnership") its interest in Columbia-Delphi
IV Productions (the "Columbia Joint Venture") and in Tri-Star-
Delphi IV Productions (the "Tri-Star Joint Venture"),
(collectively, the "Joint Ventures") for $850,000 and $300,000,
respectively. The General Partner, on behalf of the Partnership,
accepted this offer. The definitive documentation for these
transactions (the "Transactions") was executed and delivered on
December 8, 1997 (the "Effective Date"). The Partnership
received the aggregate sale proceeds of $1,150,000 on December
8, 1997. The gain to be recognized from the Transactions will
approximate $146,000, representing sales proceeds of $1,150,000
less the amounts recorded by the Partnership as receivables from
and investment in the Joint Ventures as of the Effective Date.
The sale proceeds, less Partnership expenses and less a reserve
for expenses to pay and/or otherwise satisfy liabilities and/or
obligations of the Partnership that presently exist or that are
expected to arise in the future, has been distributed to partners
in accordance with the Amended Agreement of Limited Partnership
(the "Partnership Agreement").
Item 5. Other Events
The Partnership received the proceeds from the sale of its
interest in the Joint Ventures on December 8, 1997. As a result
of the sale of its interest in the Joint Ventures, the
Partnership dissolved in accordance with the provisions of the
Partnership Agreement.
On December 18, 1997, the Partnership made a final cash
distribution to its limited partners in the amount of $2,244,800
($280.60 per unit). On December 18, 1997, the Partnership made a
final distribution to the General Partner in the amount of
$22,675. In addition, on December 18, 1997, the Partnership
transferred approximately $264,000 to the General Partner, as a
reserve to pay and/or otherwise satisfy liabilities and/or
obligations of the Partnership that presently exist or that are
expected to arise in the future. These distributions and
payments represented the final distributions of the Partnership.
Accordingly, the Partnership has been effectively liquidated.
Item 7. Financial Statements, Pro forma Financial Information
and Exhibits
Pro forma financial information.
The following unaudited pro forma financial information
reflects the Transactions as if they had occurred as of January
1, 1997 or January 1, 1996, respectively. The results of
operations for the nine month period ended September 30, 1997 and
the year ended December 31, 1996 would not have reflected the
Share of Profit in Motion Picture Venture--Columbia-Delphi IV
Productions and the Share of (Loss) Profit in Motion Picture
Venture--Tri-Star-Delphi IV Productions. In addition, the
results of operations for the nine month period ended September
30, 1997 and the year ended December 31, 1996 would reflect the
gain on sale of interests in the Joint Ventures, interest income
from short-term investments retained after distributions to
partners and would provide for operating expenses to liquidate
the Partnership. Giving effect to the Transactions, as if they
had occurred on January 1, 1997 and January 1, 1996,
respectively, the pro forma net loss for the nine month period
ended September 30, 1997 and the year ended December 31, 1996
would have been approximately $50,000 and $85,000, respectively.
Net profit (loss) per unit of limited partnership interest is
calculated in accordance with the Partnership Agreement. For the
nine month period ended September 30, 1997 and the year ended
December 31, 1996, the pro forma net loss per unit of limited
partnership interest would have been approximately $6 and $11,
respectively, as compared to the stated net (loss) profit per
unit of limited partnership interest of ($14) and $42,
respectively. In addition, if the Transactions and distribution
to partners had occurred as of September 30, 1997, the balance
sheet as of that date would have only reflected cash and accrued
expenses necessary to liquidate the Partnership.
Exhibits
10.1 Purchase and Sale Agreement dated as of December 8, 1997-
Interest in Columbia-Delphi
IV Productions.
10.2 Purchase and Sale Agreement dated as of December 8, 1997-
Interest in Tri-Star-Delphi IV Productions.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
DELPHI FILM ASSOCIATES IV
A New York Limited Partnership
By: THE DELPHI COMPANY,
General Partner
By: ML Film Entertainment Inc.,
Managing Partner
December 19, 1997 /s/ Roger F. Castoral, Jr.
Date Roger F. Castoral, Jr.
Vice President and Treasurer
of the Managing Partner of the
General Partner
(principal financial officer and
principal
accounting officer of the
Registrant)
December 19, 1997 /s/ Steven N. Baumgarten
Date Steven N. Baumgarten
Director and Vice President of the
Managing Partner of the General
Partner
The parties to this agreement are Columbia Pictures
Industries, Inc., a Delaware corporation ("CPII"), and Delphi
Film Associates IV, a New York limited partnership (the
"Seller"). CPII and the Seller are joint venturers in Columbia-
Delphi IV Productions, a joint venture organized under New York
law (the "Joint Venture") pursuant to a Joint Venture Agreement
dated April 18, 1985, as amended (the "Joint Venture Agreement").
CPII desires to purchase (in such capacity, the "Purchaser") from
the Seller, and the Seller desires to sell to CPII all of
Seller's right, title and interest in and to the Interest (as
hereinafter defined), subject to the terms and provisions of this
Agreement.
It is therefore agreed as follows:
1. Sale.
For and in consideration of the Purchase Price (as
hereinafter defined) and upon the execution and delivery of this
Agreement by CPII, the Seller does hereby sell, transfer, set
over and assign to CPII all of the Seller's right, title and
ownership interest in and to the Films set forth on Schedule 1
hereto (collectively, the "Films"), all of which are owned
through the Joint Venture, and the Seller's interests in the
Joint Venture (hereinafter referred to collectively as the
"Interest"). Concurrently with the execution and delivery of
this Agreement by CPII and the Seller, the Seller shall execute
and deliver to CPII (a) an Assignment of Joint Venture Interest
with respect to its interest in the Joint Venture in the form of
Exhibit A attached hereto, and (b) as a joint venturer in the
Joint Venture, a Bill of Sale and a Copyright Assignment in the
forms of Exhibit B and Exhibit C, respectively, attached hereto.
2. Termination of Distribution Agreements.
Effective as of the date hereof upon payment by CPII
and receipt by the Seller of the Purchase Price (as hereinafter
defined), the Distribution Agreement dated as of April 18, 1985
(such agreement, as amended, being the "Distribution Agreement")
between CPII and the Joint Venture, relating to the Films shall
automatically terminate without any further action on the part of
either party hereto or the Joint Venture. Notwithstanding the
foregoing, the provisions of Article XXI of the Distribution
Agreement shall survive such termination.
3. Termination of Joint Venture.
Effective as of the date hereof upon payment by CPII
and receipt by the Seller of the Purchase Price (as hereinafter
defined) and the delivery of the Assignment of Joint Venture
Interest in the form of Exhibit A attached hereto, without any
further action by the parties, the Joint Venture shall terminate
and all right, title and interest in and to the assets of the
Joint Venture and all obligations (other than obligations
incurred by Seller on behalf of the Joint Venture outside of the
scope of Seller's authority) of the Joint Venture shall inure to
CPII as successor in interest.
4. Purchase Price.
Within two business days of the execution and delivery
of this Agreement by CPII and the Seller, CPII shall pay to the
Seller, as the purchase price for the Interest, $850,000 (the
"Purchase Price"), which shall be paid, without deduction or
setoff, by wire transfer of immediately available funds to the
account of the Seller as set forth on Schedule 2 hereto. The
parties hereto acknowledge and agree that, subject to the terms
of this Agreement, (i) the Purchase Price constitutes full
satisfaction and settlement for the purchase of the Interest and,
in addition, of any and all amounts payable by CPII to the Seller
or the Joint Venture, and any amounts payable by Seller to CPII
or the Joint Venture, in each case with respect to the
distribution and exploitation of the Films under the terms of the
Joint Venture Agreement, the Distribution Agreement and the other
agreements and instruments entered into in connection with the
production, distribution and exploitation of the Films as
contemplated by the Seller's Prospectus dated April 19, 1985, as
such agreements as amended, supplemented or modified have been
entered into (the "Subject Agreements"), and (ii) upon receipt of
the Purchase Price by the Seller, CPII shall have no further
liability or obligation to the Seller and Seller shall have no
further liability or obligation to CPII or the Joint Venture for
the purchase of the Interest or the Films, or for payments
arising under the Subject Agreements with respect to the
distribution and exploitation of the Films, except that
notwithstanding the foregoing, the indemnities in the Subject
Agreements set forth in Schedule 3 hereto shall survive.
5. Representations and Warranties of the Seller.
The Seller represents and warrants to CPII that (a) the
Seller is the owner of the Interest free and clear of all
mortgages, pledges, liens, security interests and other
encumbrances of any nature whatsoever; (b) the Seller has not
assigned or transferred to any other person, firm, corporation,
trust or other entity in any manner, including by way of
subrogation or operation of law or otherwise, all or any portion
of any claim, demand, right (including a right to receive any
payment, whether in respect of a participation interest or
otherwise), action or cause of action that it had, has or might
have arising under or in respect of the Interest, the Films, the
Subject Agreements or the business or operations of the Joint
Venture; and (c) to the best of Seller's knowledge, no
litigation, investigation or administrative proceeding of or
before any court, arbitrator or governmental authority is pending
or threatened against the Joint Venture, Seller or the Seller's
general partner, under or in connection with the Interest, the
Joint Venture, the Subject Agreements, the business or operations
of the Joint Venture or the transactions contemplated hereby.
6. Representations and Warranties of CPII.
CPII hereby represents and warrants to the Seller that
no material books or records of CPII or its affiliates related to
the computation of costs of the Films or Seller's share of the
revenues derived from the exhibition, distribution and other
exploitation of the Films have been withheld by CPII from Seller
or any agent or representative of Seller (including without
limitation, Magera Management Corporation) with respect to the
distribution and production audits heretofore performed by or on
behalf of the Seller. Seller acknowledges that it has been given
the opportunity to audit the books and records of CPII and its
affiliates related to the production and distribution of the
Films and agrees that unless Seller has a reasonable basis to
believe that the foregoing representation is untrue, Seller shall
have no further right to audit any such books or records. The
Seller represents and warrants to CPII that neither the Seller
nor any of its directors, officers, employees, affiliates, agents
or representatives (including, without limitation, Magera
Management Corporation) is presently aware of any breach of the
foregoing representation and warranty of CPII.
7. Additional Representations and Warranties of the
Parties.
Each of CPII and the Seller represents and warrants to
the other that (a) it has the right, power and authority to
execute, deliver and perform this Agreement; (b) this Agreement
and each other agreement entered into in connection herewith to
which it is a party have been duly and validly authorized,
executed and delivered by it and each such agreement constitutes
its legal, valid and binding obligation, enforceable against it
in accordance with its terms, except as such rights may be
limited by bankruptcy, insolvency and other laws affecting
creditors' rights generally and by equitable principles; (c) no
consent by any third party (including, without limitation, in the
case of the Seller, the limited partners of the Seller) is
required in connection with its execution, delivery and
performance of this Agreement and such agreements referred to in
clause (b) above; (d) it has made its own business determination
and judgment regarding the purchase and sale of the Interest for
the Purchase Price pursuant to this Agreement and that it is not
relying upon any representation or warranty by the other party in
connection therewith or otherwise with respect to the Interest or
the Films, except as expressly set forth herein; and (e) to the
best of its knowledge, no litigation, investigation or
administrative proceeding of or before any court, arbitrator or
governmental authority is pending or threatened with respect to
the production of any of the Films which is likely to result in
any liability or damages to the other.
8. Further Assurances.
(a) The Seller agrees, after the date hereof, to take
all further actions which are reasonably requested by CPII in
connection with the sale and transfer of the Interest to CPII to
carry out the terms of this Agreement; provided that the Seller
shall not be required to incur any out-of-pocket cost or expense
in connection with any such action unless CPII agrees to
reimburse the Seller for such cost or expense.
(b) CPII agrees, after the date hereof, to take all
actions (i) necessary or appropriate for CPII as purchaser or for
the Joint Venture or CPII as a joint venturer in the Joint
Venture to evidence the transactions effected hereby, including,
without limitation, any filings with governmental authorities,
and to bear the costs of any such actions or (ii) reasonably
requested by Seller in connection with the sale and transfer
effected by this Agreement, at the cost and expense of Seller;
provided that the foregoing shall in no event impose on CPII any
obligations or liabilities under the federal or state securities
laws with respect to filings thereunder required to be made by
Seller.
9. Records.
For a period of seven (7) years following the date of
this Agreement, each of CPII and the Seller agree for the benefit
of the other, upon reasonable prior notice and during regular
business hours, to make its business records relating to the
Interest and the Films, and those business records, if any, in
its possession relating to the 1986 limited partner consent
solicitation and subsequent reorganization of the Seller,
available to the other (subject to any applicable confidentiality
obligations to which either party may be subject) for purposes of
any tax audit and/or litigation.
10. Indemnification.
(a) Each party (for purposes of this Section 10 each
an "Indemnifying Party") shall indemnify and hold harmless the
other party and its respective subsidiaries, affiliates,
shareholders, partners and agents (including but not limited to
Magera Management Corporation) and the respective shareholders,
partners, officers, directors and employees of each of them (each
an "Indemnified Party") against any and all claims, damages,
judgements, losses, costs, expenses (including, without
limitation, reasonable attorneys' fees and disbursements incurred
in connection with investigating, preparing to defend or
defending against any action, suit or proceeding threatened or
commenced), penalties and liabilities of any kind or nature
whatsoever which may be sustained or suffered by any such
Indemnified Party directly or indirectly, relating to or arising
out of, a breach of any of the covenants, agreements,
representations or warranties contained in this Agreement by such
Indemnifying Party or in any certificate or other document
executed and delivered by such Indemnifying Party pursuant to
this Agreement or at the closing of the sale transaction
contemplated by this Agreement.
(b) All rights and remedies conferred by this
Agreement to an Indemnified Party shall be cumulative and shall
not interfere with or prevent the exercise of any other right or
remedy which may be available to such Indemnified Party hereunder
or otherwise under law or in equity. Any Indemnified Party shall
promptly notify the Indemnifying Party of any claim, demand, suit
or proceeding with respect to which it seeks indemnification
(provided that the failure to give such prompt notice shall not
affect the obligation of the Indemnifying Party unless the
failure to give the notice materially and adversely affects its
interest) and the Indemnifying Party shall at all times have the
right to defend, settle or compromise such claim, demand, suit or
proceeding with counsel of its own choosing and in such manner as
it may deem advisable; provided, however, that an Indemnifying
Party may not settle any such claim, demand, suit or proceeding
which in any way would affect the rights, interest or reputation
of an Indemnified Party without the prior written consent of such
Indemnified Party. If the Indemnifying Party shall elect to
control such defense, the Indemnified Party shall have the right
to engage separate counsel of its choice and participate in the
defense, negotiation or settlement of such action or proceeding
but shall bear the fees and expenses of such separate counsel
retained by it and the Indemnified Party shall cooperate in the
defense of any such claim, demand, action or other proceeding at
no cost or charge to the Indemnifying Party other than for the
other party's reasonable out-of-pocket expenses for performing
such acts as the Indemnifying Party shall request. If the
Indemnifying Party shall fail to appoint counsel on a timely
basis and undertake such defense, the Indemnified Party may
engage its own counsel, and the reasonable charges made in
connection therewith shall be paid by the Indemnifying Party.
The parties' rights, powers and remedies set forth herein shall
be in addition to, and not in lieu of, any rights, powers and
remedies hereunder at law or in equity, by statute or otherwise.
11. Location of Transfer.
The parties agree that the transfer of the Interest
shall occur in California.
12. Revocation of Empowerment to Appear in Suits.
The parties agree that to the extent that CPII
heretofore empowered the Seller to bring, prosecute, defend and
appear in suits, actions and proceedings of any nature under or
concerning all copyrights in the Films and all renewals of these
copyrights, or concerning any infringement of any of these
copyrights or renewals, or interference with any of the rights
granted under these copyrights or renewals, such empowerment is
hereby revoked and terminated effective immediately.
13. Miscellaneous.
(a) This Agreement shall be governed by and construed
in accordance with the laws of the State of New York applicable
to agreements made and to be performed in that State, and may not
be amended, changed or terminated, except by an instrument in
writing signed by each of the parties hereto.
(b) All communications under this Agreement shall be
in writing and shall be deemed to have been duly given when
delivered personally or sent by overnight courier or mailed by
certified or registered first class mail, postage prepaid, return
receipt requested, to the party to whom the same is directed (or
to such other address as a party may have specified by written
notice to the other party):
If to the Seller, to it at:
Delphi Film Associates IV
World Financial Center
North Tower -27th Floor
New York, New York 10281-1327
Attention: Kevin K. Albert
with a copy to:
Magera Management Corporation
666 Third Avenue
New York, New York 10017
Attention: Richard M. Mason
If to CPII, to it at:
Columbia Pictures Industries, Inc.
c/o Sony Pictures Entertainment Inc.
10202 West Washington Boulevard
Culver City, CA 90232-3195
Attention: Ronald N. Jacobi
General Counsel
with a copy to:
Columbia Pictures Industries, Inc.
c/o Sony Pictures Entertainment Inc.
10202 West Washington Boulevard
Culver City, CA 90232-3195
Attention: Edgar H. Howells, Jr.
Chief Financial Officer
(c) This Agreement is being entered into by Seller in
its individual capacity and, as to Section 3 hereof, as a joint
venturer in the Joint Venture. This Agreement is being entered
into by CPII in its individual capacity, as Purchaser, and, as to
Section 2 hereof as a party to the Distribution Agreement and as
a joint venturer in the Joint Venture, and as to Section 3
hereof, as a joint venturer in the Joint Venture. This Agreement
is further entered into by Seller and CPII, as to Section 4 in
their respective capacities as parties to or beneficiaries of
interests in the Subject Agreements.
(d) This Agreement together with the Exhibits and
Schedules attached hereto sets forth the entire agreement and
understanding between the parties with respect to the subject
matter hereof and supersedes all prior agreements and
understandings with respect to such subject matter (whether
written or oral) all of which are merged herein.
(e) This Agreement may be entered into in one or more
counterparts, each of which together shall constitute one
agreement.
DELPHI FILM ASSOCIATES IV
By: The Delphi Company
General Partner
By: ML Film Entertainment Inc.
Managing Partner
By:/s/ Steven N. Baumgarten
Name: Steven N. Baumgarten
Title: Vice President
COLUMBIA PICTURES INDUSTRIES, INC.
By:/s/ Edgar H. Howells, Jr.
Name: Edgar H. Howells, Jr.
Title: Executive Vice
President
<PAGE> SCHEDULE 1
SCHEDULE OF FILMS
St. Elmo's Fire
Silverado
Fright Night
Agnes Of God
Jagged Edge
Quicksilver
Crossroads
Desert Bloom
Violets Are Blue
One More Saturday Night
Armed and Dangerous
Happy New Year
<PAGE> SCHEDULE 2
FUNDING INSTRUCTIONS
Amounts payable to Delphi Film Associates IV (the "Seller")
pursuant to the Purchase and Sale Agreement dated as of December
8, 1997, between the Seller and Columbia Pictures Industries,
Inc. shall be paid to the account of the Seller, as follows:
Delphi Film Associates IV
Chase Manhattan Bank, NY, NY
ABA#: 021000021
Receipts Account
#004067665
<PAGE> SCHEDULE 3
SCHEDULE OF INDEMNIFICATION PROVISIONS
Joint Venture Agreement dated April 18, 1985 between
Columbia Pictures Industries, Inc. ("CPII") and Delphi Film
Associates IV ("Delphi IV") (Sections 24 and 27).
Distribution Agreement dated April 18, 1985 between CPII and
Columbia-Delphi IV Productions ("Columbia-Delphi IV")
(Section XXI).
Product Origination Agreement dated April 18, 1985 between
CPII and Columbia-Delphi IV (Article 7).
Production Services Agreement dated March 14, 1986 between
CPII and Columbia-Delphi IV (Section 10) with respect to
"Armed and Dangerous".
<PAGE> EXHIBIT A
ASSIGNMENT OF JOINT VENTURE INTEREST
KNOW THAT Delphi Film Associates IV ("Assignor"), for good
and valuable consideration received from Columbia Pictures
Industries, Inc. ("Assignee"), hereby assigns to Assignee all of
its right, title and interest in Columbia-Delphi IV Productions
(a New York joint venture) (the "Joint Venture") from and after
the date hereof (the "Interest").
TO HAVE AND TO HOLD the same unto Assignee and to the
successors and assigns of Assignee forever.
By accepting this Assignment, Assignee hereby assumes all
obligations associated with the Interest, whether arising prior
to, on, or after the date hereof (other than obligations incurred
by Assignor on behalf of the Joint Venture outside of the scope
of Assignor's authority).
IN WITNESS WHEREOF, Assignor has executed this Assignment as
of the ____ day of December, 1997.
DELPHI FILM ASSOCIATES IV
By: The Delphi Company,
General Partner
By: ML Film Entertainment Inc.,
Managing Partner
By:
Name:
Title:
Accepted as of the date
first above written
COLUMBIA PICTURES INDUSTRIES, INC.
By:
Name:
Title:
<PAGE> EXHIBIT B
BILL OF SALE
For and in consideration of the sum of One Dollar ($1.00)
and other good and valuable consideration paid simultaneously
herewith by COLUMBIA PICTURES INDUSTRIES, INC., a Delaware
corporation ("CPII"), to COLUMBIA-DELPHI IV PRODUCTIONS (the
"Seller"), a joint venture organized under New York law between
CPII and Delphi Film Associates IV ("Delphi"), receipt of which
the Seller hereby acknowledges, the Seller hereby sells, assigns,
transfers, delivers and sets over to CPII all of the Seller's
right, title and interest in and to the feature-length theatrical
motion pictures set forth on Schedule 1 attached hereto (the
"Films"), including, without limitation: (i) all common law and
statutory copyrights the Seller owns therein (and all renewals
and extensions thereof) throughout the world, (ii) all preprint
materials and copies thereof, (iii) such rights in the music and
literary property rights relating to the Films and/or on which
Films are based, including without limitation, rights in the
screenplay and the underlying literary rights on which the
screenplay was based, as may have been necessary to permit the
exploitation of the Films in all media for which the Seller has
rights, to the full extent of those rights, (iv) the right to
cause the Films to be exhibited, distributed, marketed and
exploited in all media in all territories in which the Seller has
rights, to the full extent of those rights and (v) all positive
and negative film of the Films, wherever located.
Without limiting the generality of the foregoing, the rights
sold, assigned, transferred and delivered to CPII include the
following rights in and to the Films to the extent the Seller
owns or controls such rights:
(a) To secure copyright registration in the Films in CPII's
own name anywhere in the world to the extent of the interest
herein conveyed, and to secure any renewals and extensions
thereof wherever and whenever permitted;
(b) To produce, issue and make negatives and positive
prints of the Films and trailers thereof;
(c) To use the titles of the Films and the right to change
such titles;
(d) To distribute, exhibit, transmit, project, perform,
reissue, subdistribute, sublicense, lease, rent, exploit, turn to
account, dispose of and generally deal in and with the Films, and
trailers thereof, and excerpts and clips therefrom, in any and
all languages (including dubbed, titled and narrated versions) in
all sizes and gauges of film and other materials and for any and
all purposes and uses, including, without limitation, theatrical
purposes of any and all kinds, non-theatrical purposes of all
kinds, and television in all forms, by every means, method,
process, medium or device now or hereafter known, invented,
contemplated or devised, subject, however, to the limitations
imposed by any applicable contracts for the use of literary,
dramatic or musical material;
(e) To publish, or cause or permit to be published, in any
languages and forms, synopses, summaries, resumes and stories of
and excerpts from the Films and any literary, dramatic or musical
material included in the Films or upon which the Films are based,
in newspapers, magazines, trade periodicals, heralds, programs,
booklets, posters, lobby displays, press books and any other
periodicals and in all other media of advertising and publicity
whatsoever, subject, however, to the limitations imposed by any
applicable contracts and guild agreements for the use of
literary, dramatic or musical material;
(f) To broadcast or transmit by radio, wire, television or
any other means or method, or license or authorize others to so
broadcast or transmit, in any language, adaptations, versions or
sketches of the Films, or any parts or portions thereof, from
audio or audiovisual works or with living persons, or otherwise;
and in connection therewith, to use parts of, or excerpts from,
or the theme of any literary, dramatic or musical material
contained in the Films or upon which the Films are based, and to
use in conjunction therewith any other literary, dramatic or
musical material, subject, however, to the limitations imposed by
any applicable contracts and guild agreements for the use of such
materials;
(g) To use the name and reproductions of the physical
likeness and voice of any party rendering services in connection
with the Films for the purposes of advertising or exploiting the
Films, including any product, commodity or service manufactured,
distributed or offered by any person, firm or corporation,
subject, however, to the limitations imposed by any applicable
contracts of employment and guild agreements;
(h) To publish, market and exploit all music and lyrics
composed or written for the Films and synchronized with it as
released, subject, however, to the limitations imposed by any
applicable contracts and guild agreements for the use of such
materials;
(i) To use, or license the use of, all or any part of the
sound recordings, musical scores and individual parts made for or
used in connection with the Films for the purpose of producing or
reproducing phonograph, tape, wire or other recordings of any
kind, whether in albums, single records, cartridges, cassettes,
tapes or otherwise, and whether or not designated for sale to the
public, for electrical transcription for advertising purposes or
for any other purpose, subject, however, to the limitations
imposed by any applicable contracts and guild agreements for the
use of such material;
(j) To use, exercise, employ, exploit and merchandise all
of the characters, situations, objects, properties, wardrobe,
designs, equipment and events depicted, described or portrayed in
the Films, the actors appearing therein and the logos and artwork
therefrom, subject, however, to the limitations imposed by any
applicable contracts for the use thereof and guild agreements;
and
(k) To publish and distribute novelizations, photonovels
and photocomic books of the Films and printed versions of the
literary material on which the Films are based in book form and
in magazines, newspapers and other periodicals, whether in
installments or otherwise, subject, however, to the limitations
imposed by any applicable contracts and guild agreements for the
use of such material.
This Bill of Sale is being delivered pursuant to the terms
of the Purchase and Sale Agreement dated as of December __, 1997,
between CPII and Delphi.
IN WITNESS WHEREOF, the Seller has caused this Bill of Sale
to be executed by its duly authorized officer as of this ____ day
of December, 1997.
COLUMBIA-DELPHI IV PRODUCTIONS
By: DELPHI FILM ASSOCIATES IV,
a Joint Venturer
By: The Delphi Company,
General Partner
By: ML Film Entertainment Inc.,
Managing Partner
By:
Name:
Title:
By: COLUMBIA PICTURES INDUSTRIES, INC.,
a Joint Venturer
By:
Name:
Title:
<PAGE> EXHIBIT C
COPYRIGHT ASSIGNMENT
The undersigned hereby sells, assigns and transfers to
COLUMBIA PICTURES INDUSTRIES, INC., a Delaware corporation, and
its successors and assigns (the "Assignee"), all of its right,
title and interest in and to the motion pictures set forth on
Schedule 1 attached hereto (collectively, the "Films"), and all
copyrights therein (including, without limitation, all copy-
rights in the Films registered in the United States Copyright
Office).
The undersigned hereby irrevocably appoints the Assignee as
its attorney-in-fact, with full and irrevocable power and
authority to do all acts and things, and to execute, acknowledge,
deliver, file, register and record all documents, in the name and
on behalf of the undersigned, as Assignee may deem necessary or
proper to accomplish the purpose of this Copyright Assignment.
Dated this ____ day of December, 1997.
COLUMBIA-DELPHI IV PRODUCTIONS
By: DELPHI FILM ASSOCIATES IV,
a Joint Venturer
By: The Delphi Company,
General Partner
By: ML Film Entertainment Inc.,
Managing Partner
By:
Name:
Title:
By: COLUMBIA PICTURES INDUSTRIES, INC.,
a Joint Venturer
By:
Name:
Title:
STATE OF NEW YORK )
)
)ss.:
)
COUNTY OF NEW YORK )
On this __ day of December, 1997, before me personally came
_______________ to me personally known and who, being by me duly
sworn, did depose and say that he is the ___________ of ML FILM
ENTERTAINMENT INC., the managing partner of the general partner
of DELPHI FILM ASSOCIATES IV, a joint venturer in COLUMBIA-DELPHI
IV PRODUCTIONS, the joint venture described herein and which
executed the foregoing instrument, and that he signed his name
thereto.
Notary Public
STATE OF CALIFORNIA )
)
)ss.:
)
COUNTY OF )
On this __ day of December, 1997, before me personally came
_______________ to me personally known and who, being by me duly
sworn, did depose and say that he is the ________________ of
COLUMBIA PICTURES INDUSTRIES, INC., a joint venturer in COLUMBIA-
DELPHI IV PRODUCTIONS, the joint venture described herein and
which executed the foregoing instrument, and that he signed his
name thereto.
Notary Public
The parties to this agreement are TriStar Pictures, Inc., a
Delaware corporation ("TriStar"), and Delphi Film Associates IV,
a New York limited partnership (the "Seller"). TriStar, as
successor in interest to TriStar Pictures, a joint venture, and
the Seller are joint venturers in Tri-Star-Delphi IV Productions,
a joint venture organized under New York law (the "Joint
Venture") pursuant to a Joint Venture Agreement dated April 18,
1985, as amended (the "Joint Venture Agreement"). TriStar
desires to purchase (in such capacity, the "Purchaser") from the
Seller, and the Seller desires to sell to TriStar all of Seller's
right, title and interest in and to the Interest (as hereinafter
defined), subject to the terms and provisions of this Agreement.
It is therefore agreed as follows:
1. Sale.
For and in consideration of the Purchase Price (as
hereinafter defined) and upon the execution and delivery of this
Agreement by TriStar, the Seller does hereby sell, transfer, set
over and assign to TriStar all of the Seller's right, title and
ownership interest in and to the Films set forth on Schedule 1
hereto (collectively, the "Films"), all of which are owned
through the Joint Venture, and the Seller's interests in the
Joint Venture (hereinafter referred to collectively as the
"Interest"). Concurrently with the execution and delivery of
this Agreement by TriStar and the Seller, the Seller shall
execute and deliver to TriStar (a) an Assignment of Joint Venture
Interest with respect to its interest in the Joint Venture in the
form of Exhibit A attached hereto, and (b) as a joint venturer in
the Joint Venture, a Bill of Sale and a Copyright Assignment in
the forms of Exhibit B and Exhibit C, respectively, attached
hereto.
2. Termination of Distribution Agreements.
Effective as of the date hereof upon payment by TriStar
and receipt by the Seller of the Purchase Price (as hereinafter
defined), the Distribution Agreement dated as of April 18, 1985,
(such agreement, as amended, being the "Distribution Agreement")
between TriStar and the Joint Venture, relating to the Films
shall automatically terminate without any further action on the
part of either party hereto or the Joint Venture.
Notwithstanding the foregoing, the provisions of Article XXI of
the Distribution Agreement shall survive such termination.
3. Termination of Joint Venture.
Effective as of the date hereof upon payment by TriStar
and receipt by the Seller of the Purchase Price (as hereinafter
defined) and the delivery of the Assignment of Joint Venture
Interest in the form of Exhibit A attached hereto, without any
further action by the parties, the Joint Venture shall terminate
and all right, title and interest in and to the assets of the
Joint Venture and all obligations (other than obligations
incurred by Seller on behalf of the Joint Venture outside of the
scope of Seller's authority) of the Joint Venture shall inure to
TriStar as successor in interest.
4. Purchase Price.
Within two business days of the execution and delivery
of this Agreement by TriStar and the Seller, TriStar shall pay to
the Seller, as the purchase price for the Interest, $300,000 (the
"Purchase Price"), which shall be paid, without deduction or
setoff, by wire transfer of immediately available funds to the
account of the Seller as set forth on Schedule 2 hereto. The
parties hereto acknowledge and agree that, subject to the terms
of this Agreement, (i) the Purchase Price constitutes full
satisfaction and settlement for the purchase of the Interest and,
in addition, of any and all amounts payable by TriStar to the
Seller or the Joint Venture, and any amounts payable by Seller to
TriStar or the Joint Venture, in each case with respect to the
distribution and exploitation of the Films under the terms of the
Joint Venture Agreement, the Distribution Agreement and the other
agreements and instruments entered into in connection with the
production, distribution and exploitation of the Films as
contemplated by the Seller's Prospectus dated April 19, 1985, as
such agreements, as amended, modified or supplemented, have been
entered into (the "Subject Agreements"), and (ii) upon receipt of
the Purchase Price by the Seller, TriStar shall have no further
liability or obligation to the Seller and Seller shall have no
further liability or obligation to TriStar or the Joint Venture
for the purchase of the Interest or the Films, or for payments
arising under the Subject Agreements with respect to the
distribution and exploitation of the Films, except that
notwithstanding the foregoing, the indemnities granted in the
Subject Agreements set forth in Schedule 3 hereto shall survive.
5. Representations and Warranties of the Seller.
The Seller represents and warrants to TriStar that (a)
the Seller is the owner of the Interest free and clear of all
mortgages, pledges, liens, security interests and other
encumbrances of any nature whatsoever; (b) the Seller has not
assigned or transferred to any other person, firm, corporation,
trust or other entity in any manner, including by way of
subrogation or operation of law or otherwise, all or any portion
of any claim, demand, right (including a right to receive any
payment, whether in respect of a participation interest or
otherwise), action or cause of action that it had, has or might
have arising under or in respect of the Interest, the Films, the
Subject Agreements or the business or operations of the Joint
Venture; and (c) to the best of Seller's knowledge, no
litigation, investigation or administrative proceeding of or
before any court, arbitrator or governmental authority is pending
or threatened against the Joint Venture, Seller or the Seller's
general partner, under or in connection with the Interest, the
Joint Venture, the Subject Agreements, the business or operations
of the Joint Venture or the transactions contemplated hereby.
6. Representations and Warranties of TriStar.
TriStar hereby represents and warrants to the Seller
that no material books or records of TriStar or its affiliates
related to the computation of costs of the Films or Seller's
share of the revenues derived from the exhibition, distribution
and other exploitation of the Films have been withheld by TriStar
from Seller or any agent or representative of Seller (including
without limitation, Magera Management Corporation) with respect
to the distribution and production audits heretofore performed by
or on behalf of the Seller. Seller acknowledges that it has been
given the opportunity to audit the books and records of TriStar
and its affiliates related to the production and distribution of
the Films and agrees that unless Seller has a reasonable basis to
believe that the foregoing representation is untrue, Seller shall
have no further right to audit any such books or records. The
Seller represents and warrants to TriStar that neither the Seller
nor any of its directors, officers, employees, affiliates, agents
or representatives (including, without limitation, Magera
Management Corporation) is presently aware of any breach of the
foregoing representation and warranty of TriStar.
7. Additional Representations and Warranties of the
Parties.
Each of TriStar and the Seller represents and warrants
to the other that (a) it has the right, power and authority to
execute, deliver and perform this Agreement; (b) this Agreement
and each other agreement entered into in connection herewith to
which it is a party have been duly and validly authorized,
executed and delivered by it and each such agreement constitutes
its legal, valid and binding obligation, enforceable against it
in accordance with its terms, except as such rights may be
limited by bankruptcy, insolvency and other laws affecting
creditors' rights generally and by equitable principles; (c) no
consent by any third party (including, without limitation, in the
case of the Seller, the limited partners of the Seller) is
required in connection with its execution, delivery and
performance of this Agreement and such agreements referred to in
clause (b) above; and (d) it has made its own business
determination and judgment regarding the purchase and sale of the
Interest for the Purchase Price pursuant to this Agreement and
that it is not relying upon any representation or warranty by the
other party in connection therewith or otherwise with respect to
the Interest or the Films, except as expressly set forth herein.
8. Further Assurances.
(a) The Seller agrees, after the date hereof, to take
all further actions which are reasonably requested by TriStar in
connection with the sale and transfer of the Interest to TriStar
to carry out the terms of this Agreement; provided that the
Seller shall not be required to incur any out-of-pocket cost or
expense in connection with any such action unless TriStar agrees
to reimburse the Seller for such cost or expense.
(b) TriStar agrees, after the date hereof, to take all
actions (i) necessary or appropriate for TriStar as purchaser or
for the Joint Venture or TriStar as a joint venturer in the Joint
Venture to evidence the transactions effected hereby, including,
without limitation, any filings with governmental authorities,
and to bear the costs of any such actions or (ii) reasonably
requested by Seller in connection with the sale and transfer
effected by this Agreement, at the cost and expense of Seller;
provided that the foregoing shall in no event impose on TriStar
any obligations or liabilities under the federal or state
securities laws with respect to filings thereunder required to be
made by Seller.
9. Records.
For a period of seven (7) years following the date of
this Agreement, each of TriStar and the Seller agree for the
benefit of the other, upon reasonable prior notice and during
regular business hours, to make its business records relating to
the Interest and the Films, and those business records, if any,
in its possession relating to the 1986 limited partner consent
solicitation and subsequent reorganization of the Seller,
available to the other (subject to any applicable confidentiality
obligations to which either party may be subject) for purposes of
any tax audit and/or litigation.
10. Indemnification.
(a) Each party (for purposes of this Section 10 each
an "Indemnifying Party") shall indemnify and hold harmless the
other party and its respective subsidiaries, affiliates,
shareholders, partners and agents (including but not limited to
Magera Management Corporation) and the respective shareholders,
partners, officers, directors and employees of each of them (each
an "Indemnified Party") against any and all claims, damages,
judgements, losses, costs, expenses (including, without
limitation, reasonable attorneys' fees and disbursements incurred
in connection with investigating, preparing to defend or
defending against any action, suit or proceeding threatened or
commenced), penalties and liabilities of any kind or nature
whatsoever which may be sustained or suffered by any such
Indemnified Party directly or indirectly, relating to or arising
out of, a breach of any of the covenants, agreements,
representations or warranties contained in this Agreement by such
Indemnifying Party or in any certificate or other document
executed and delivered by such Indemnifying Party pursuant to
this Agreement or at the closing of the sale transaction
contemplated by this Agreement.
(b) All rights and remedies conferred by this
Agreement to an Indemnified Party shall be cumulative and shall
not interfere with or prevent the exercise of any other right or
remedy which may be available to such Indemnified Party hereunder
or otherwise under law or in equity. Any Indemnified Party shall
promptly notify the Indemnifying Party of any claim, demand, suit
or proceeding with respect to which it seeks indemnification
(provided that the failure to give such prompt notice shall not
affect the obligation of the Indemnifying Party unless the
failure to give the notice materially and adversely affects its
interest) and the Indemnifying Party shall at all times have the
right to defend, settle or compromise such claim, demand, suit or
proceeding with counsel of its own choosing and in such manner as
it may deem advisable; provided, however, that an Indemnifying
Party may not settle any such claim, demand, suit or proceeding
which in any way would affect the rights, interest or reputation
of an Indemnified Party without the prior written consent of such
Indemnified Party. If the Indemnifying Party shall elect to
control such defense, the Indemnified Party shall have the right
to engage separate counsel of its choice and participate in the
defense, negotiation or settlement of such action or proceeding
but shall bear the fees and expenses of such separate counsel
retained by it and the Indemnified Party shall cooperate in the
defense of any such claim, demand, action or other proceeding at
no cost or charge to the Indemnifying Party other than for the
other party's reasonable out-of-pocket expenses for performing
such acts as the Indemnifying Party shall request. If the
Indemnifying Party shall fail to appoint counsel on a timely
basis and undertake such defense, the Indemnified Party may
engage its own counsel, and the reasonable charges made in
connection therewith shall be paid by the Indemnifying Party.
The parties' rights, powers and remedies set forth herein shall
be in addition to, and not in lieu of, any rights, powers and
remedies hereunder at law or in equity, by statute or otherwise.
11. Location of Transfer.
The parties agree that the transfer of the Interest
shall occur in California.
12. Revocation of Empowerment to Appear in Suits.
The parties agree that to the extent that TriStar
heretofore empowered the Seller to bring, prosecute, defend and
appear in suits, actions and proceedings of any nature under or
concerning all copyrights in the Films and all renewals of these
copyrights, or concerning any infringement of any of these
copyrights or renewals, or interference with any of the rights
granted under these copyrights or renewals, such empowerment is
hereby revoked and terminated effective immediately.
13. Miscellaneous.
(a) This Agreement shall be governed by and construed
in accordance with the laws of the State of New York applicable
to agreements made and to be performed in that State, and may not
be amended, changed or terminated, except by an instrument in
writing signed by each of the parties hereto.
(b) All communications under this Agreement shall be
in writing and shall be deemed to have been duly given when
delivered personally or sent by overnight courier or mailed by
certified or registered first class mail, postage prepaid, return
receipt requested, to the party to whom the same is directed (or
to such other address as a party may have specified by written
notice to the other party):
If to the Seller, to it at:
Delphi Film Associates IV
World Financial Center
North Tower -27th Floor
New York, New York 10281-1327
Attention: Kevin K. Albert
with a copy to:
Magera Management Corporation
666 Third Avenue
New York, New York 10017
Attention: Richard M. Mason
If to TriStar, to it at:
TriStar Pictures, Inc.
c/o Sony Pictures Entertainment Inc.
10202 West Washington Boulevard
Culver City, CA 90232-3195
Attention: Ronald N. Jacobi
General Counsel
with a copy to:
TriStar Pictures, Inc.
c/o Sony Pictures Entertainment Inc.
10202 West Washington Boulevard
Culver City, CA 90232-3195
Attention: Edgar H. Howells, Jr.
Chief Financial Officer
(c) This Agreement is being entered into by Seller in
its individual capacity and, as to Section 3 hereof, as a joint
venturer in the Joint Venture. This Agreement is being entered
into by TriStar in its individual capacity, as Purchaser, and, as
to Section 2 hereof as a party to the Distribution Agreement and
as a joint venturer in the Joint Venture, and as to Section 3
hereof, as a joint venturer in the Joint Venture. This Agreement
is further entered into by Seller and TriStar, as to Section 4 in
their respective capacities as parties to or beneficiaries of
interests in the Subject Agreements.
(d) This Agreement together with the Exhibits and
Schedules attached hereto sets forth the entire agreement and
understanding between the parties with respect to the subject
matter hereof and supersedes all prior agreements and
understandings with respect to such subject matter (whether
written or oral) all of which are merged herein.
(e) This Agreement may be entered into in one or more
counterparts, each of which together shall constitute one
agreement.
DELPHI FILM ASSOCIATES IV
By: The Delphi Company
General Partner
By: ML Film Entertainment Inc.
Managing Partner
By:/s/ Steven N.
Baumgarten
Name: Steven N. Baumgarten
Title: Vice President
TRISTAR PICTURES, INC.
By:/s/ Edgar H. Howells, Jr.
Name: Edgar H. Howells, Jr.
Title: Executive Vice
President
<PAGE> SCHEDULE 1
SCHEDULE OF FILMS
Rambo: First Blood Part II
Lifeforce
Santa Clause: The Movie
Band Of The Hand
Short Circuit
Labyrinth
About Last Night...
Nothing In Common
Night Of The Creeps
Peggy Sue Got Married
Let's Get Harry
No Mercy
Nadine
Rambo III
Short Circuit 2
<PAGE> SCHEDULE 2
FUNDING INSTRUCTIONS
Amounts payable to Delphi Film Associates IV (the "Seller")
pursuant to the Purchase and Sale Agreement dated as of December
8, 1997 between the Seller and TriStar Pictures, Inc. shall be
paid to the account of the Seller, as follows:
Delphi Film Associates IV
Chase Manhattan Bank, NY, NY
ABA#: 021000021
Receipts Account
#004067665
<PAGE> SCHEDULE 3
SCHEDULE OF INDEMNIFICATION PROVISIONS
Joint Venture Agreement dated April 18, 1985 between Tri-
Star Pictures, Inc. (as successor in interest to TriStar
Pictures, a joint venture) ("TriStar") and Delphi Film
Associates IV ("Delphi IV") (Sections 24 and 27).
Distribution Agreement dated April 18, 1985 between TriStar
and Tri-Star-Delphi IV Productions ("Tri-Star-Delphi IV")
(Section XXI).
Product Origination Agreement dated April 18, 1985 between
TriStar and Tri-Star-Delphi IV (Article 8).
Production Services Agreement dated as of September 30, 1985
among TriStar, Tri-Star-Delphi IV and Tri-Star-Delphi V
Productions (Tri-Star-Delphi V") (Section 11) with respect
to "Let's Get Harry".
Production Services Agreement dated as of August 26, 1985
among TriStar, Tri-Star-Delphi IV and Tri-Star-Delphi V
(Section 11) with respect to "Nothing in Common".
Production Services Agreement dated as of December 24, 1985
among TriStar, Tri-Star-Delphi IV and Tri-Star-Delphi V
(Section 11) with respect to "No Mercy".
Production Services Agreement dated as of August 21, 1985
among TriStar, Tri-Star-Delphi IV and Tri-Star-Delphi V
(Section 11.2) with respect to "Night of the Creeps".
Production Services Agreement dated as of September 16, 1985
among TriStar, Tri-Star-Delphi IV and Tri-Star-Delphi V
(Section 11) with respect to "Band Of The Hand".
Production Services Agreement dated as of August 15, 1985
among TriStar, Tri-Star-Delphi IV and Tri-Star-Delphi V
(Section 11) with respect to "Peggy Sue Got Married".
Production Services Agreement dated as of September 23, 1986
between TriStar and Tri-Star-Delphi IV (Section 10.2) with
respect to "Nadine".
Production Services Agreement dated as of October 7, 1985
among TriStar, Tri-Star-Delphi IV and Tri-Star-Delphi V
(Section 11) with respect to "About Last Night" a/k/a
"Sexual Perversity in Chicago".
Supplemental Agreement dated as of May 15, 1985 between
TriStar and Tri-Star-Delphi IV (Section 4) with respect to
"Rambo: First Blood II".
Supplemental Agreement dated as of November 26, 1985 between
TriStar and Tri-Star-Delphi IV (Section 4) with respect to
"Santa Clause: The Movie".
Supplemental Agreement dated as of June 20, 1985 between
TriStar and Tri-Star-Delphi IV (Section 4) with respect to
"Lifeforce".
Supplemental Agreement dated as of May 15, 1985 between
TriStar and Tri-Star-Delphi IV (Section 4) with respect to
"Labyrinth".
<PAGE> EXHIBIT A
ASSIGNMENT OF JOINT VENTURE INTEREST
KNOW THAT Delphi Film Associates IV ("Assignor"), for good
and valuable consideration received from TriStar Pictures, Inc.
("Assignee"), hereby assigns to Assignee all of its right, title
and interest in Tri-Star-Delphi IV Productions (a New York joint
venture) (the "Joint Venture") from and after the date hereof
(the "Interest").
TO HAVE AND TO HOLD the same unto Assignee and to the
successors and assigns of Assignee forever.
By accepting this Assignment, Assignee hereby assumes all
obligations associated with the Interest, whether arising prior
to, on, or after the date hereof (other than obligations incurred
by Assignor on behalf of the Joint Venture outside of the scope
of Assignor's authority).
IN WITNESS WHEREOF, Assignor has executed this Assignment as
of the ____ day of December, 1997.
DELPHI FILM ASSOCIATES IV
By: The Delphi Company,
General Partner
By: ML Film Entertainment Inc.,
Managing Partner
By:
Name:
Title:
Accepted as of the date
first above written
TRISTAR PICTURES, INC.
By:
Name:
Title:
<PAGE> EXHIBIT B
BILL OF SALE
For and in consideration of the sum of One Dollar ($1.00)
and other good and valuable consideration paid simultaneously
herewith by TRISTAR PICTURES, INC., a Delaware corporation
("TriStar"), to TRI-STAR-DELPHI IV PRODUCTIONS (the "Seller"), a
joint venture organized under New York law between TriStar and
Delphi Film Associates IV ("Delphi"), receipt of which the Seller
hereby acknowledges, the Seller hereby sells, assigns, transfers,
delivers and sets over to TriStar all of the Seller's right,
title and interest in and to the feature-length theatrical motion
pictures set forth on Schedule 1 attached hereto (the "Films"),
including, without limitation: (i) all common law and statutory
copyrights the Seller owns therein (and all renewals and
extensions thereof) throughout the world, (ii) all preprint
materials and copies thereof, (iii) such rights in the music and
literary property rights relating to the Films and/or on which
Films are based, including without limitation, rights in the
screenplay and the underlying literary rights on which the
screenplay was based, as may have been necessary to permit the
exploitation of the Films in all media for which the Seller has
rights, to the full extent of those rights, (iv) the right to
cause the Films to be exhibited, distributed, marketed and
exploited in all media in all territories in which the Seller has
rights, to the full extent of those rights and (v) all positive
and negative film of the Films, wherever located.
Without limiting the generality of the foregoing, the rights
sold, assigned, transferred and delivered to TriStar include the
following rights in and to the Films to the extent the Seller
owns or controls such rights:
(a) To secure copyright registration in the Films in
TriStar's own name anywhere in the world to the extent of the
interest herein conveyed, and to secure any renewals and
extensions thereof wherever and whenever permitted;
(b) To produce, issue and make negatives and positive
prints of the Films and trailers thereof;
(c) To use the titles of the Films and the right to change
such titles;
(d) To distribute, exhibit, transmit, project, perform,
reissue, subdistribute, sublicense, lease, rent, exploit, turn to
account, dispose of and generally deal in and with the Films, and
trailers thereof, and excerpts and clips therefrom, in any and
all languages (including dubbed, titled and narrated versions) in
all sizes and gauges of film and other materials and for any and
all purposes and uses, including, without limitation, theatrical
purposes of any and all kinds, non-theatrical purposes of all
kinds, and television in all forms, by every means, method,
process, medium or device now or hereafter known, invented,
contemplated or devised, subject, however, to the limitations
imposed by any applicable contracts for the use of literary,
dramatic or musical material;
(e) To publish, or cause or permit to be published, in any
languages and forms, synopses, summaries, resumes and stories of
and excerpts from the Films and any literary, dramatic or musical
material included in the Films or upon which the Films are based,
in newspapers, magazines, trade periodicals, heralds, programs,
booklets, posters, lobby displays, press books and any other
periodicals and in all other media of advertising and publicity
whatsoever, subject, however, to the limitations imposed by any
applicable contracts and guild agreements for the use of
literary, dramatic or musical material;
(f) To broadcast or transmit by radio, wire, television or
any other means or method, or license or authorize others to so
broadcast or transmit, in any language, adaptations, versions or
sketches of the Films, or any parts or portions thereof, from
audio or audiovisual works or with living persons, or otherwise;
and in connection therewith, to use parts of, or excerpts from,
or the theme of any literary, dramatic or musical material
contained in the Films or upon which the Films are based, and to
use in conjunction therewith any other literary, dramatic or
musical material, subject, however, to the limitations imposed by
any applicable contracts and guild agreements for the use of such
materials;
(g) To use the name and reproductions of the physical
likeness and voice of any party rendering services in connection
with the Films for the purposes of advertising or exploiting the
Films, including any product, commodity or service manufactured,
distributed or offered by any person, firm or corporation,
subject, however, to the limitations imposed by any applicable
contracts of employment and guild agreements;
(h) To publish, market and exploit all music and lyrics
composed or written for the Films and synchronized with it as
released, subject, however, to the limitations imposed by any
applicable contracts and guild agreements for the use of such
materials;
(i) To use, or license the use of, all or any part of the
sound recordings, musical scores and individual parts made for or
used in connection with the Films for the purpose of producing or
reproducing phonograph, tape, wire or other recordings of any
kind, whether in albums, single records, cartridges, cassettes,
tapes or otherwise, and whether or not designated for sale to the
public, for electrical transcription for advertising purposes or
for any other purpose, subject, however, to the limitations
imposed by any applicable contracts and guild agreements for the
use of such material;
(j) To use, exercise, employ, exploit and merchandise all
of the characters, situations, objects, properties, wardrobe,
designs, equipment and events depicted, described or portrayed in
the Films, the actors appearing therein and the logos and artwork
therefrom, subject, however, to the limitations imposed by any
applicable contracts for the use thereof and guild agreements;
and
(k) To publish and distribute novelizations, photonovels
and photocomic books of the Films and printed versions of the
literary material on which the Films are based in book form and
in magazines, newspapers and other periodicals, whether in
installments or otherwise, subject, however, to the limitations
imposed by any applicable contracts and guild agreements for the
use of such material.
This Bill of Sale is being delivered pursuant to the terms
of the Purchase and Sale Agreement dated as of December __, 1997,
between TriStar and Delphi.
IN WITNESS WHEREOF, the Seller has caused this Bill of Sale
to be executed by its duly authorized officer as of this ____ day
of December, 1997.
TRI-STAR-DELPHI IV PRODUCTIONS
By: DELPHI FILM ASSOCIATES IV,
a Joint Venturer
By: The Delphi Company,
General Partner
By: ML Film Entertainment Inc.,
Managing Partner
By:
Name:
Title:
By: TRISTAR PICTURES, INC.,
a Joint Venturer
By:
Name:
Title:
<PAGE> EXHIBIT C
COPYRIGHT ASSIGNMENT
The undersigned hereby sells, assigns and transfers to
TRISTAR PICTURES, INC., a Delaware corporation, and its
successors and assigns (the "Assignee"), all of its right, title
and interest in and to the motion pictures set forth on
Schedule 1 attached hereto (collectively, the "Films"), and all
copyrights therein (including, without limitation, all copy-
rights in the Films registered in the United States Copyright
Office).
The undersigned hereby irrevocably appoints the Assignee as
its attorney-in-fact, with full and irrevocable power and
authority to do all acts and things, and to execute, acknowledge,
deliver, file, register and record all documents, in the name and
on behalf of the undersigned, as Assignee may deem necessary or
proper to accomplish the purpose of this Copyright Assignment.
Dated this __ day of December, 1997.
TRI-STAR-DELPHI IV PRODUCTIONS
By: DELPHI FILM ASSOCIATES IV,
a Joint Venturer
By: The Delphi Company,
General Partner
By: ML Film Entertainment Inc.,
Managing Partner
By:
Name:
Title:
By: TRISTAR PICTURES, INC.,
a Joint Venturer
By:
Name:
Title:
STATE OF NEW YORK )
)
)ss.:
)
COUNTY OF NEW YORK )
On this __ day of December, 1997, before me personally came
_______________ to me personally known and who, being by me duly
sworn, did depose and say that he is the ___________ of ML FILM
ENTERTAINMENT INC., the managing partner of the general partner
of DELPHI FILM ASSOCIATES IV, a joint venturer in TRI-STAR-DELPHI
IV PRODUCTIONS, the joint venture described herein and which
executed the foregoing instrument, and that he signed his name
thereto.
Notary Public
STATE OF CALIFORNIA )
)
)ss.:
)
COUNTY OF )
On this __ day of December, 1997, before me personally came
_______________ to me personally known and who, being by me duly
sworn, did depose and say that he is the ________________ of
TRISTAR PICTURES INDUSTRIES, INC., a joint venturer in TRI-STAR
DELPHI IV PRODUCTIONS, the joint venture described herein and
which executed the foregoing instrument, and that he signed his
name thereto.
Notary Public
