UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Carolco Pictures Inc.
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
143763-10-0
(CUSIP Number)
Mr. Rene-Claude with copies to:
Jouannet David G. Johnson, Esq.
MGM Holdings White & Case
Corporation 633 W. 5th Street,
1, rue des Italiens Suite 1900
75009 Paris Los Angeles, CA 90071
France (213) 620-7700
011-331-42-95-7000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
October 13, 1994
____________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box ( ).
____________
Check the following box if a fee is being paid with this statement ( ).
SCHEDULE 13D
CUSIP No. Page 2 of __
143763-10-0 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MGM Holdings Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (X)
(b) ( )
3 SEC USE ONLY
<PAGE>
4 SOURCE OF FUNDS
See discussion in Item 5
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER: 0
8 SHARED VOTING POWER:
Common Stock: 104,928,758
See discussion in Item 5
9 SOLE DISPOSITIVE POWER: 0
10 SHARED DISPOSITIVE POWER:
Common Stock: 104,928,758
See discussion in Item 5
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Common Stock: 104,928,758
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Common Stock 43.3%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. Page 3 of __
143763-10-0 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Credit Lyonnais International Services
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (x)
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS
See discussion in Item 5
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER: 0
8 SHARED VOTING POWER
Common Stock: 104,928,758
See discussion in Item 5
9 SOLE DISPOSITIVE POWER: 0
10 SHARED DISPOSITIVE POWER
<PAGE>
Common Stock: 104,928,758
See discussion in Item 5
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Common Stock: 104,928,758
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Common Stock 43.3%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. Page 4 of __
143763-10-0 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Credit Lyonnais
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (x)
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS
See discussion in Item 5
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER: 0
8 SHARED VOTING POWER
Common Stock: 104,928,758
See discussion in Item 5
9 SOLE DISPOSITIVE POWER: 0
10 SHARED DISPOSITIVE POWER
Common Stock: 104,928,758
See discussion in Item 5
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Common Stock: 104,928,758
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Common Stock 43.3%
14 TYPE OF REPORTING PERSON
CO
This Amendment No. 3 is filed on behalf of MGM Holdings Corporation
("MGM Holdings"), Credit Lyonnais International Services ("CLIS") and Credit
Lyonnais (collectively with MGM Holdings and CLIS, the "Reporting Persons")
<PAGE>
and amends Items 2, 3, 4, 5, 6 and 7 of the initial Statement dated September
7, 1993, filed by the Reporting Persons with respect to Series A Convertible
Preferred Stock, par value $1.00 ("CPI Preferred Stock"), and Common Stock,
par value $.01 ("CPI Common Stock"), of Carolco Pictures, Inc. ("CPI") as
amended by Amendment No. 1 filed with the Commission on November 1, 1993 and
Amendment No. 2 ("Amendment No. 2") filed with the Commission on August 23,
1994 (the "Schedule 13D"). This Amendment No. 3 is filed to disclose material
developments in regard to the securities of CPI resulting from the termination
of the proposed merger of CPI and another corporation, as more fully described
herein, and related matters.
ITEM 2. IDENTITY AND BACKGROUND.
The address of the principal executive office of MGM Holdings is
amended to read:
1, rue des Italiens
75009 Paris
France
Schedules I, II and III are amended to read as the attached
Schedules I, II and III.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OF OTHER CONSIDERATION.
Item 3 is hereby amended and supplemented as follows:
The information set forth in Item 5 hereof is hereby incorporated by
reference.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended and supplemented as follows:
The Merger Agreement was terminated by the parties thereto on
October 13, 1994 pursuant to a Termination Agreement, dated that date, among
CPI, LIVE and CAC (the "Termination Agreement"). Upon the execution of the
Termination Agreement, (i) the Merger Agreement automatically terminated and
was of no further force and effect, (ii) all rights and obligations of the
parties under the Merger Agreement were terminated, (iii) the Merger was
abandoned, and (iv) except as set forth in the Termination Agreement, the
parties and their respective officers and directors were released from
liability under the Merger Agreement.
The Investor Representation Agreement terminated upon the
termination of the Merger Agreement. Each of the Amended Put and Call
Agreement, the 1994 Stockholders Agreement and the Subordination Amendment was
to become effective only upon the completion of the Merger and, accordingly,
is of no force or effect.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and supplemented as follows:
(a) Credit Lyonnais, CLIS and MGM Holdings may be deemed
beneficially to own:
<TABLE>
<CAPTION>
Title of Class Number of Shares Percent of Class
<S> <C> <C>
CPI Common Stock 52,417,521<F1> 21.6
CPI Common Stock 52,511,237<F2> 21.6
<PAGE>
TOTAL 104,928,758 43.3*
<FN>
<F1> These shares may be acquired upon the conversion of 30,000 shares of CPI Preferred Stock and dividends accumulated as of
October 1, 1994.
<F2> These shares may be acquired upon the conversion of 5% Notes.
* Does not foot due to rounding.
</TABLE>
BY CANAL +
<TABLE>
<CAPTION>
Title of Class Number of Shares Percent of Class
<S> <C> <C>
CPI Common Stock 26,100,031 14.1
CPI Common Stock 21,840,634<F3> 11.8
TOTAL 47,940,665 25.8*
<FN>
<F3> These shares may be acquired upon the conversion of 12,500 shares of CPI Preferred Stock and dividends accumulated as of
October 1, 1994.
* Does not foot due to rounding.
</TABLE>
BY PIONEER
<TABLE>
<CAPTION>
Title of Class Number of Shares Percent of Class
<S> <C> <C>
CPI Common Stock 46,420,574 18.1
CPI Common Stock 69,890,027<F4> 27.2
CPI Common Stock 2,643,109<F5> 1.0
CPI Common Stock 500,001<F6> .2
TOTAL 119,453,711 46.5
<FN>
<F4> These shares may be acquired upon the conversion of 40,000 shares of CPI Preferred Stock and dividends accumulated as of
October 1, 1994.
<F5> These shares are subject to a pledge agreement which does not satisfy the conditions set forth in SEC Rule 13-3(d)(3).
<F6> These shares may be acquired upon the exercise of an option.
</TABLE>
(c) CPI made one interest payment on the 5% Notes issued to MGM
Holdings in an aggregate amount of $388,972 on October 14, 1994. CPI elected
to make such payment in-kind in the form of additional securities. By their
terms, the securities are convertible to approximately 648,287 shares of CPI
Common Stock. The payments were made by mail to the offices of MGM Holdings.
Since the date upon which Amendment No. 2 to this Schedule 13D was
filed with the Commission, dividends have accrued, but have not been paid, on
<PAGE>
the CPI Preferred Stock issued to MGM Holdings, Canal+ and Pioneer. As of
October 1, 1994, such accrued but unpaid dividends would, if converted to CPI
Common Stock, equal 639,140 shares for MGM Holdings, 269,637 shares for Canal+
and 862,840 shares for Pioneer.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended and supplemented as follows:
The information set forth in Items 4 and 5 hereof is hereby
incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT G Termination Agreement
EXHIBIT H Joint Filing Statement Pursuant to Rule 13d-
1(f)1(iii)
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
December 14, 1994
(Date)
MGM HOLDINGS CORPORATION
/s/ Rene-Claude Jouannet
-----------------------------
(Signature)
Rene-Claude Jouannet
-----------------------------
President and Treasurer
-----------------------------
(Name/Title)
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
December 14, 1994
(Date)
CREDIT LYONNAIS INTERNATIONAL
SERVICES
/s/ Dominique Ogee
-----------------------------
(Signature)
<PAGE>
Dominique Ogee
-----------------------------
Chief Executive Officer
-----------------------------
(Name/Title)
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
December 14, 1994
(Date)
CREDIT LYONNAIS
/s/ G.E. Dufour
-----------------------------
(Signature)
G.E. Dufour
-----------------------------
General Manager E.I.F.
-----------------------------
(Name/Title)
Schedule I
Each person named below is a director or executive officer of MGM
Holdings, whose principal business is described under Item 2 above. Except as
otherwise set forth below, the principal business address of each person is
the address of MGM Holdings set forth in Item 2 above.
<TABLE>
<CAPTION>
Present principal occupation or employment;
name, principal business and address of any
corporation or other organization in which
such employment is conducted if other than
Name Citizenship MGM Holdings.
<S> <C> <C>
Rene-Claude Jouannet France President and Treasurer of
MGM Holdings,
Director of MGM Holdings, General Counsel of
Entertainment Industry
Activities, Special
Affairs Group of Credit Lyonnais
<PAGE>
Guy-Etienne Dufour France Secretary of MGM Holdings,
Head of Entertainment
Industry Financing,
Special Affairs Group
of Credit Lyonnais
</TABLE>
Schedule II
Each person named below is a director or executive officer of CLIS,
whose principal business is described under Item 2 above. Except as otherwise
set forth below, the principal business address of each person is the address
of CLIS set forth in Item 2 above.
<TABLE>
<CAPTION>
Present principal occupation or employment; name, principal
business and address of any corporation or other organization in
Name Citizenship which such employment is conducted if other than CLIS.
<S> <C> <C>
Dominique Ogee France Chairman of the Board and
Chief Executive Officer, Relationship Manager for
Subsidiaries Department
of Credit Lyonnais
Michel Severe France Attorney-in-fact, Relationship Manager for
Subsidiaries Department of Credit Lyonnais
Genevieve Martin France Director,
maiden Jacquier Relationship Manager for
Subsidiaries Department of
Credit Lyonnais
Pierre Vanden France Director,
Broeck Relationship Manager for
Subsidiaries Department
of Credit Lyonnais
Josette Novel France Director,
Relationship Manager for
Subsidiaries Department
of Credit Lyonnais
Gabriel Apelojg France Attorney-in-fact,
Relationship Manager for
Subsidiaries Department
of Credit Lyonnais
Pascal Bloch France Attorney-in-fact,
Relationship Manager for
Subsidiaries Department
of Credit Lyonnais
</TABLE>
Schedule III
Each person named below is a director or executive officer of Credit
Lyonnais, whose principal business address is described under Item 2 above.
Except as otherwise set forth below, the principal business address of each
person is the address of Credit Lyonnais set forth in Item 2 above.
<PAGE>
<TABLE>
<CAPTION>
Present principal occupation or employment;
name, principal business and address of any
corporation or other organization in which
such employment is conducted if other than
Name Citizenship Credit Lyonnais.
<S> <C> <C>
Jean Peyrelevade France Director,
Member of the Executive
Committee
Chairman of the Board
President of Credit
Lyonnais
Pierre Achard France Director,
Financial Advisor to the
French Embassy
An der Marienkapelle 3
D-53179 Bonn, Germany
Bernard Arnault France Director,
President of LVMH
30, avenue Hoche
75008 Paris
France
Christian Babusiaux France Director,
General Manager of the
Office for Consumer Affairs, Price
Supervision and Fraud Control of the
Ministry of Economy
59, boulevard v. Ariol
75013 Paris
France
Jean-Pascal Beaufret France Director,
Head of Department for
Monetary and Financial Affairs and Head of
Department for Insurance Affairs of the
Ministry of Economy
139, rue de Bercy
75012 Paris
France
Georges Begot France Director,
Credit Lyonnais employee
Gilbert Coppens France Director,
Credit Lyonnais employee
Alain Gomez France Director,
President of Thomson-CSF
Jacky Hortaut France Director,
Credit Lyonnais employee
Jacques Journoud France Director,
Credit Lyonnais employee
Jean-Luc Lagardere France Director,
President of Lagardere
Group
4, rue de Presbourg
75116 Paris
France
<PAGE>
Jean-Pierre Landau France Director,
Director of Economic
Relations for the
Ministry of the Economy
Jean-Marie Linguenheld France Director,
Credit Lyonnais employee
Didier Lombard France Director,
General Manager of the
Industry to the Ministry of Industry
3/5, rue Barbet de Jouy
75007 Paris
France
Philippe Nasse France Director,
Director of Provisions,
Ministry of the Economy
Claude Pierre-Brossolette France Director,
Vice-President of Eurofin Bank
41, rue de la Bienfaisance
75008 Paris
France
Francois Pinault France Director,
President of Artemis
5, boulevard de la Tour-Maubourg
75007 Paris
France
Jean-Jacques Pouyadoux France Director,
Credit Lyonnais employee
Dominique Bazy France Head of Nonbanking
Subsidiaries and
Affiliates,
Member of the Executive
Committee
Pascal Lamy France Member of the Executive
Committee
Credit Lyonnais employee
Michel Renault France General Manager,
Member of the Executive
Committee
Jacques Baudouin France Head of Strategy Division,
Member of the General
Management Committee
Jean-Paul Betbeze France Head of Economic and
Financial Research
Division,
Member of the General
Management Committee
Alfred Bouckaert France Head of European Division,
Member of the General
Management Committee
Serge Boutissou France Head of International
Division,
Member of the General
Management Committee
Sylvain Carnot France Head of World Corporate
Division,
Member of the General
Management Committee
<PAGE>
Jean Cedelle France Head of Group Financial
Management Division,
Member of the General
Management Committee
Nicholas Chaine France Head of Communication
Division,
Member of the General
Management Committee
Pierre Dorel France Domestic Branch Network
Division,
Member of the General
Management Committee
Jean-Yves Durance France Head of Domestic Branch
Network Division,
Member of the General
Management Committee
Robert Ganne France International Division,
Member of the General
Management Committee
Herve de Gouyon France Head of General Inspection,
Member of the General
Management Committee
Alain Hindie France Head of Asset Management
Division,
Member of the General
Management Committee
Bernard Laffineur France Data Processing Division,
Member of the General
Management Committee
Chantal Lanchon France Head of Capital Markets
Division,
Member of the General
Management Committee
Pierre Laurent France Head of Data Processing
Division,
Member of the General
Management Committee
Olivier Mas France Head of Innovation,
Project and Asset
Finance Division
Member of the General
Management Committee
Joseph Musseau France Head of Personnel Division,
Member of the General
Management Committee
Jean-Francois Verny France General Secretary,
Member of the General
Management Committee
</TABLE>
INDEX TO EXHIBITS
<TABLE>
<S> <C>
Exhibit Title of Document
G Termination Agreement
H Joint Filing Statement Pursuant to Rule 13d-1(f)1(iii)
<PAGE>
</TABLE>
TERMINATION AGREEMENT
This Termination Agreement (the "Agreement") is entered into as of this
13th day of October, 1994, by and among LIVE Entertainment Inc., a Delaware
corporation ("LIVE"), Carolco Acquisition Corp., a Delaware corporation and a
wholly-owned subsidiary of LIVE ("CAC"), and Carolco Pictures Inc., a Delaware
corporation ("Carolco").
W I T N E S S E T H
WHEREAS, the parties hereto have entered into that certain Agreement and
Plan of Merger dated as of August 10, 1994 (the "Merger Agreement");
WHEREAS, Section 11.1(a) of the Merger Agreement provides that the Merger
Agreement may be terminated and the proposed merger contemplated (the
"Merger") thereby abandoned by mutual consent of LIVE and Carolco, as
authorized by their respective Boards of Directors; and
WHEREAS, the Boards of Directors of LIVE and Carolco deem it desirable
and in the best interest of their respective corporations to terminate the
Merger Agreement and abandon the Merger.
NOW, THEREFORE, in consideration of the premises and the representations,
warranties, covenants, and agreements herein contained, the parties hereto
hereby agree as follows:
1. TERMINATION. Upon execution of this Agreement, each of the parties
hereto agrees that (i) the Merger Agreement shall, automatically and without
further action, terminate and be void and of no further force and effect, (ii)
all rights and obligations of the parties under the Merger Agreement shall be
terminated, (iii) the Merger shall be abandoned, and (iv) notwithstanding
anything to the contrary contained in the Merger Agreement, there shall be no
further liability thereunder on the part of Carolco, LIVE or CAC or their
respective officers or directors, except as set forth herein.
2. FEES AND EXPENSES. All costs and expenses incurred in connection
with the Merger Agreement and the transactions contemplated thereby shall be
paid by the party which incurred such costs and expenses, except that the
legal fees and expenses incurred through the date of this Agreement in
connection with the preparation of the draft registration statement and proxy
statement/prospectus relating to the Merger will be shared equally by LIVE and
Carolco. Promptly after execution hereof, LIVE and Carolco shall agree on the
total amount of such fees and expenses.
3. CONFIDENTIALITY; RETURN OF DOCUMENTS. Notwithstanding the
termination of the Merger Agreement, the parties hereto agree to continue to
abide by and be bound by the provisions concerning confidentiality of non-
public information and return of documents set forth in Section 9.5 of the
Merger Agreement.
4. REPRESENTATIONS AND WARRANTIES. Each of LIVE and CAC hereby,
jointly and severally, represent and warrant to Carolco, and Carolco hereby
represents and warrants to LIVE and CAC, as follows:
(a) Such corporation is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware, has the
requisite corporate power and authority to own its property and carry on its
<PAGE>
business as now being conducted, and is duly qualified to do business, and is
in good standing, in California.
(b) Such corporation has all requisite corporate power and
authority to enter into and execute this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this
Agreement by such corporation, the performance by such corporation of its
obligations hereunder, and the consummation by such corporation of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of such corporation including, without
limitation, the approval of its Board of Directors, and no other act or
proceeding on the part of such corporation is necessary to authorize the
execution, delivery and consummation of this Agreement or the transactions
contemplated hereby.
(c) This Agreement has been duly and validly executed and delivered
by such corporation and (assuming the valid authorization, execution and
delivery of this Agreement by the other parties hereto) constitutes a valid
and binding obligation of such corporation enforceable against such
corporation in accordance with its terms, except (i) as its obligations may be
affected by bankruptcy, insolvency, reorganization, moratorium or similar
laws, or by equitable principles relating to or limiting creditors' rights
generally, and (ii) that the remedies of specific performance, injunction and
other forms of equitable relief are subject to certain tests of equity
jurisdiction, equitable defenses and the discretion of the court before which
any proceeding therefor may be brought.
(d) The execution and delivery of this Agreement do not, and the
consummation of the transactions contemplated hereby and compliance with the
provisions hereof will not, breach, conflict with, or result in any violation
of, any provision of the Certificate of Incorporation or Bylaws of such
corporation
(e) Such corporation has not assigned or in any other way conveyed,
transferred or encumbered all or any portion of any Claims (as defined in
Section 5 below) covered by the Mutual Releases set forth in Section 5 below.
5. MUTUAL RELEASE.
(a) As a condition of the termination of the Merger Agreement and
as a material inducement for the parties hereto to enter into this Agreement:
(i) Each of LIVE and CAC, for themselves, their successors,
agents, affiliates and assigns, hereby fully and forever waives,
remises, releases, and discharges Carolco and its affiliates,
successors and assigns, agents, employees, consultants,
representatives, stockholders, officers, and directors, past and
present, from any and all rights, obligations, claims, liabilities,
losses, damages, causes of action, actions, suits, demands,
judgments, choses in action, residual claims or other claims or
actions of any kind (collectively, "Claims"), if any, LIVE or CAC
has had, may have had, now has or hereafter can, shall or may have
against Carolco, of any kind or nature, by reason of or with respect
to (a) the Merger Agreement, (b) the Merger, (c) any and all
documents, filings, announcements or releases related to the Merger
Agreement or the Merger, and (d) any alleged third-party beneficiary
rights arising from the Merger Agreement or the Merger
(collectively, (a), (b), (c) and (d) are sometimes referred to
herein as the "Released Matters"); and
(ii) Carolco, for itself, its successors, agents, affiliates
and assigns, hereby fully and forever waives, remises, releases, and
discharges LIVE and CAC and their respective affiliates, successors
and assigns, agents, employees, consultants, representatives,
stockholders, officers, and directors, past and present, from any
and all Claims Carolco has had, may have had, now has or hereafter
<PAGE>
can, shall or may have against LIVE or CAC, of any kind or nature,
by reason of or with respect to the Released Matters.
(b) Notwithstanding anything to the contrary contained in (a)(i) or
(a)(ii) above, the Released Matters shall not include any Claims in connection
with or arising out of the litigation currently pending in the Court of
Chancery in the State of Delaware, known as Ballan v. F.J. Afman, et al.,
Civil Action No. 13435.
(c) Each of LIVE, CAC and Carolco acknowledges and agrees that the
releases set forth in (a)(i) and (a)(ii) above (the "Mutual Releases") apply
to all claims for losses, whether the losses are known or unknown, foreseen or
unforeseen, patent or latent. Each of LIVE, CAC and Carolco expressly
understands and acknowledges that Section 1542 of the Civil Code of California
provides as follows:
"A general release does not extend to claims which the
creditor does not know or suspect to exist in his favor at
the time of executing the release which, if known by him,
must have materially affected his settlement with the
debtor."
(d) Each of LIVE, CAC and Carolco hereby specifically waives any
rights it may have under Section 1542 of the Civil Code of California to the
extent such section may be deemed applicable to such party, as well as the
provisions of all comparable, equivalent, or similar statutes and principles
of common law of California, Delaware or any other jurisdiction and
acknowledges and agrees that this waiver is an essential term of this
Agreement. Each of LIVE, CAC and Carolco has been advised by legal counsel
and understands and acknowledges the significance and consequences of the
Mutual Releases and the specific waiver of Section 1542 and similar laws.
Each of LIVE, CAC and Carolco understands and acknowledges that the
significance and consequence of the waiver of Section 1542 and similar laws
is, among other things, that even if it should suffer additional losses
arising out of the Released Matters, it will not be able to make any claim for
such losses. Furthermore, each of LIVE, CAC and Carolco acknowledges that it
intends these consequences even as to claims for losses that may exist as of
the date of this Agreement but which it does not know exist, and which, if
known, would materially affect its decision to enter into the Mutual Releases,
regardless of whether its lack of knowledge is the result of oversight, error,
negligence, or any other cause.
(e) If any term or provision of the Mutual Releases is held by a
court of competent jurisdiction or other authority to be invalid, void or
unenforceable, (i) the remainder of the terms and provisions of the Mutual
Releases shall remain in full force and effect and shall in no way be
affected, impaired or invalidated, and (ii) to the fullest extent possible,
the provisions of the Mutual Releases (including, without limitation, all
portions of any section of the Mutual Releases containing such provision held
to be invalid, illegal or unenforceable that are not themselves invalid,
illegal or unenforceable) shall be construed so as to give effect to the
intent manifested by the provision held invalid, illegal or unenforceable;
provided, however, that LIVE and CAC, on the one hand, and Carolco, on the
other hand, acknowledge and agree that the releases set forth in (a)(i) and
(a)(ii) above are mutual, and in no event shall either the release set forth
in (a)(i) or the release set forth in (a)(ii) be construed in a manner broader
or more limited than the other release.
6. GOVERNING LAW. This Agreement and the rights of the parties
hereunder shall be governed by, and interpreted in accordance with, the laws
of the State of Delaware, regardless of the laws of choice of law, or
conflicts of law, of that or any other jurisdiction.
7. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original; but such counterparts
together shall constitute but one and the same instrument.
<PAGE>
8. ENTIRE AGREEMENT. This Agreement contains the entire understanding
of the parties hereto with respect to the subject matter contained herein.
This Agreement supersedes all prior agreements and understandings between the
parties with respect to such subject matter.
9. ADDITIONAL ASSURANCES. The parties hereto hereby expressly agree to
sign and execute any and all additional documents and to use their best
efforts to take any other actions as may be reasonably necessary or
appropriate to carry out the intent of this Agreement.
IN WITNESS WHEREOF, LIVE, CAC and Carolco have caused this Agreement to
be signed by their respective officers thereunto duly authorized all as of the
date first written above.
LIVE ENTERTAINMENT INC.
By:/s/ Robert P. Denton
--------------------------
Name: Robert Denton
Title: Vice President
ATTEST:
/s/ Michael J. White
- --------------------------
Name: Michael J. White
Title: Secretary
CAROLCO ACQUISITION CORP.
By:/s/ Steven E. Mangel
--------------------------
Name: Steven E. Mangel
Title: Senior Vice President
ATTEST:
/s/ Michael J. White
- --------------------------
Name: Michael J. White
Title: Secretary
CAROLCO PICTURES INC.
By:/s/ Robert W. Goldsmith
--------------------------
Name: Robert W. Goldsmith
Title: Senior Vice President
ATTEST:
/s/ William Shpall
- --------------------------
Name: William Shpall
Title: Executive Vice President
<PAGE>
JOINT FILING STATEMENT PURSUANT
TO RULE 13d-1(f)1(iii)
The undersigned hereby agree that this statement shall be filed on
behalf of each of them.
December 14, 1994
(Date)
CREDIT LYONNAIS
/s/ G.E. Dufour
-----------------------------
(Signature)
G.E. Dufour/General Manager E.I.F.
-----------------------------
(Name/Title)
December 14, 1994
(Date)
CREDIT LYONNAIS INTERNA-
TIONAL SERVICES
/s/ Dominique Ogee
-----------------------------
(Signature)
Dominique Ogee/Chief Executive Officer
-----------------------------
(Name/Title)
December 14, 1994
(Date)
MGM HOLDINGS CORPORATION
/s/ Rene-Claude Jouannet
-----------------------------
(Signature)
Rene-Claude Jouannet/President and Treasurer
-----------------------------
(Name/Title)
<PAGE>
