[TYPE] 10-K/A
[NOTIFY] 73243,627
[PERIOD] 12/31/93
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-9264
CAROLCO PICTURES INC.
(Exact name of Registrant as specified in its charter)
Delaware 95-40-46-437
(State or other jurisdiction (I.R.S. Employer of
incorporation or organization) Identification Number)
8800 Sunset Blvd., Los Angeles, CA 90069
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number,
Including Area Code: (310) 859-8800
Securities Registered Pursuant To Section 12(b) Of The Act:
Title of each class Name of exchange on which registered
Common Stock, par value New York Stock Exchange, Inc.
$.01 Pacific Stock Exchange, Inc.
Securities Registered Pursuant To Section 12(g)
Of The Act: None
Indicate by check mark whether the Registrant (1) has filed
all reports equired to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of Registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
The aggregate market value of voting stock held by
non-affiliates of the Registrant as of March 31, 1994, was
$20,638,740.
As of March 31, 1994, there were 137,687,728 shares of the
Registrant's Common Stock outstanding, not including 2,327,381
shares of treasury stock.
DOCUMENTS INCORPORATED BY REFERENCE
No documents are incorporated by reference
into Parts I, II or III.
<PAGE>
The Registrant hereby amends its Annual Report on Form 10-K
for the fiscal year ended December 31, 1993 in order to file an
additional exhibit.
Item 14(a)(3). The exhibits listed on the Exhibit Index are
filed as part of this report.
<PAGE>
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
CAROLCO PICTURES INC.
By: /s/ William A. Shpall
William A. Shpall
Executive Vice President,
Chief Financial Officer
Dated: April 20, 1994
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description Page
2.1 Agreement and Plan of Merger dated as of June
30, 1993 among Carolco Pictures Inc., Vista
Acquisition Corporation and The Vista
Organization, Ltd. Incorporated by reference
to Exhibit (c)(1) to Carolco's Schedule 13E-3,
Amendment No. 3, filed with the Commission on
July 6, 1993 . . . . . . . . . . . . . . . .
2.2 Form of Commitment Letter dated June 4, 1993
with each holder of Existing 10% Debentures
and Series D Preferred (other than the
Strategic Investors). Incorporated by
reference to Exhibit 2.2 to Carolco's
Registration Statement on Form S-1, Amendment
No. 2, filed with the Commission on July 6,
1993 (File No. 33-56380) . . . . . . . . . .
3.1 Restated Certificate of Incorporation of
Carolco Pictures Inc. effective October 20,
1993. Incorporated by reference to Exhibit 3.5
to Carolco's Current Report on Form 8-K dated
October 20, 1993 filed with the Commission on
November 4, 1993 . . . . . . . . . . . . . .
3.2 Certificate of Designation, Preferences and
Rights of Series A Convertible Preferred Stock
(Exhibit A to Exhibit 3.1 hereto).
Incorporated by reference to Exhibit A to
Exhibit 3.5 to Carolco's Current Report on
Form 8-K dated October 20, 1993 filed with the
Commission on November 4, 1993 . . . . . . .
3.3 Amended and Restated Bylaws of Carolco
Pictures Inc. Incorporated by reference to
Exhibit 3.6 to Carolco's Current Report on
Form 8-K dated October 20, 1993 filed with the
Commission on November 4, 1993 . . . . . . .
4.1 Indenture dated as of October 20, 1993 between
Carolco Pictures Inc. and American Stock
Transfer & Trust Company, as Trustee,
relating to the Company's 11.5%/10% Reducing
Rate Senior Notes due 2000 (including form of
Note). Incorporated by reference to Exhibit
4.1 to Carolco's Current Report on Form 8-K
dated October 20, 1993 filed with the
Commission on November 4, 1993 . . . . . . .
4.2 Indenture dated as of October 20, 1993 between
Carolco Pictures Inc. and American Stock
Transfer & Trust Company, as Trustee, relating
to the Company's 13%/12% Reducing Rate Senior
Subordinated Notes due 1999 (including form of
Note). Incorporated by reference to Exhibit
4.2 to Carolco's Current Report on Form 8-K
dated October 20, 1993 filed with the
Commission on November 4, 1993 . . . . . . .
4.3 Amended and Restated Indenture dated as of
September 30, 1993 between Carolco Pictures
Inc. and IBJ Schroder Bank & Trust Company, as
Trustee, relating to the Company's 13% Senior
Subordinated Notes due December 1, 1996.
Incorporated by reference to Exhibit 4.3 to
Carolco's Current Report on Form 8-K dated
October 20, 1993 filed with the Commission on
November 4, 1993 . . . . . . . . . . . . . .
4.4 Indenture dated as of October 20, 1993 between
Carolco Pictures Inc. and First Trust of
California, as Trustee, relating to the
Company's 5% Payment-In-Kind Convertible
Subordinated Notes due 2002 (including form of
Note). Incorporated by reference to Exhibit
4.4 to Carolco's Current Report on Form 8-K
dated October 20, 1993 filed with the
Commission on November 4, 1993 . . . . . . .
4.5 Form of Indenture for 7% Convertible
Subordinated Notes Due 2006 (including Form of
Note). Incorporated by reference to Exhibit
4.13 to Carolco's Registration Statement on
Form S-1, Amendment No. 3, filed with the
Commission on August 2, 1993 (File No.
33-56380). . . . . . . . . . . . . . . . . .
10.1 Stock Purchase Agreement by and between
Carolco Pictures Inc. and Technicolor, Inc.
dated as of March 25, 1991. Incorporated by
reference to Exhibit 4.9 to Carolco's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1990. . . . . . . . . . . . . .
10.2 Registration Rights Agreement dated as of
March 25, 1991 by and between Carolco Pictures
Inc. and Technicolor, Inc. (Exhibit A to
Exhibit 10.1 hereto). Incorporated by
reference to Exhibit 10.75 to Carolco's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1990. . . . . . . . . . . . . .
10.3 Laboratory Services Agreement dated as of
March 25, 1991 by and between Carolco Pictures
Inc. and Technicolor, Inc. dated as of March
25, 1991. Incorporated by reference to
Exhibit 10.76 to Carolco's Annual Report on
Form 10-K for the fiscal year ended December
31, 1990#. . . . . . . . . . . . . . . . . .
10.4 Stock Purchase Agreement dated as of September
13, 1991 by and between Carolco Pictures Inc.
and Neue Constantin Film GmbH & Co. Verleih KG
for 222,223 Shares of Carolco's Common Stock.
Incorporated by reference to Exhibit 19.1 to
Carolco's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1992 . . . . . .
10.5 Registration Rights Agreement for Carolco
Pictures Inc. Common Stock dated as of
September 13, 1991 by and between Carolco
Pictures Inc. and Neue Constantin Film GmbH &
Co. Verleih KG. Incorporated by reference to
Exhibit 19.2 to Carolco's Quarterly Report
on Form 10-Q for the quarter ended March 31,
1992 . . . . . . . . . . . . . . . . . . . .
10.6 Output Agreement dated as of September 13,
1991 by and between Carolco International N.V.
and Constantin International B.V. Incorporated
by reference to Exhibit 19.3 to Carolco's
Quarterly Report on Form 10-Q for the quarter
ended March 31, 1992#. . . . . . . . . . . .
10.7 Neue Constantin GmbH & Co. Verleih KG Guaranty
dated as of September 13, 1991 to Carolco
International N.V. Incorporated by reference
to Exhibit 19.4 to Carolco's Quarterly Report
on Form 10-Q for the quarter ended March 31,
1992 . . . . . . . . . . . . . . . . . . . .
10.8 Carolco Pictures Inc. Guaranty dated as of
September 13, 1991 to Constantin International
B.V. Incorporated by reference to Exhibit 19.5
to Carolco's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1992 . . . . . .
10.9 Tag Along and Voting Rights Agreement dated as
of September 13, 1991 by and between New
Carolco Investments B.V. and Neue Constantin
Film GmbH & Co. Verleih KG. Incorporated by
reference to Exhibit 10.176 to Carolco's
Registration Statement on Form S-1 filed with
the Commission on December 24, 1992. (File No.
33-56380). . . . . . . . . . . . . . . . . .
10.10 Securities Purchase Agreement dated as of May
8, 1991 between Carolco Pictures Inc. and RCS
Video International Services B.V., or any
designated Affiliate. Incorporated by
reference to Exhibit 28.1 to Carolco's Current
Report on Form 8-K dated May 8, 1991 . . . .
10.11 Output Agreement dated May 8, 1991 between
Carolco International N.V. and RCS Video
Services Antilles N.V. Incorporated by
reference to Exhibit 28.4 to Carolco's Form 8
Amendment dated November 8, 1991 to Carolco's
Current Report on Form 8-K dated May 8,
1991#. . . . . . . . . . . . . . . . . . . .
10.12 Co-Production Agreement made and entered into
as of May 8, 1991 by and between RCS Video
Services Antilles N.V., Carolco Pictures Inc.
and its wholly-owned subsidiary Carolco
International N.V. Incorporated by reference
to Exhibit 28.5 to Carolco's Form 8 Amendment
dated November 8, 1991 to Carolco's Current
Report on Form 8-K dated May 8, 1991#. . . .
10.13 Inducement Letter dated May 8, 1991 to RCS
Editori S.p.A., RCS Video Services Antilles
N.V. and RCS Video International Services B.V.
Incorporated by reference to Exhibit 28.7 to
Carolco's Form 8 Amendment dated November 8,
1991 to Carolco's Current Report on Form 8-K
dated May 8, 1991# . . . . . . . . . . . . .
10.14 RCS Editori S.p.A. Guaranty dated as of May 8,
1991 to Carolco Pictures Inc. and Carolco
International N.V. Incorporated by reference
to Exhibit 28.8 to Carolco's Current Report on
Form 8-K dated May 8, 1991 to Carolco's
Current Report on Form 8-K dated May 8,
1991 . . . . . . . . . . . . . . . . . . . .
10.15 Carolco Pictures Inc. Guaranty dated as of May
8, 1991 to RCS Video Services Antilles N.V.
Incorporated by reference to Exhibit 28.9 to
Carolco's Form 8 Amendment dated November 8,
1991 to Carolco's Current Report on Form 8-K
dated May 8, 1991. . . . . . . . . . . . . .
10.16 Amendment and Limited Waiver Agreement dated
as of November 1, 1991 between RCS Video
International Services B.V. and Carolco
Pictures Inc. Incorporated by reference to
Exhibit 28.12 to Carolco's Quarterly Report on
Form 10-Q for the Quarter ended September 30,
1991 . . . . . . . . . . . . . . . . . . . .
10.17 Co-Production Venture Agreement by and between
Carolco International N.V. and Canal+
Productions S.N.C. Incorporated by reference
to Carolco's Current Report on Form 8-K dated
May 15, 1990# . . . . . . . . . . . . . . .
10.18 Agreement of General Partnership dated as of
June 15, 1990 by and between Carolco
International N.V. and Canal+ Productions
S.N.C. Incorporated by reference to Exhibit
19 to Carolco's Quarterly Report on Form 10-Q
for the quarter ended March 13, 1991 . . . .
10.19 Ancillary Agreement concerning Japan and Laser
Disc Rights of Pioneer dated as of July 3,
1990 by and between Carolco Pictures Inc. and
Pioneer LDCA, Inc. Incorporated by reference
to Carolco's Current Report on Form 8-K dated
May 15, 1990#. . . . . . . . . . . . . . . .
10.20 Registration Rights Agreement for LIVE
Entertainment Inc. Common Stock dated as of
July 3, 1990 by and between LIVE Entertainment
Inc. and Pioneer LDCA, Inc. Incorporated by
reference to Carolco's Current Report on Form
8-K dated May 15, 1990 . . . . . . . . . . .
10.21 Stipulation and Agreement of Compromise and
Settlement and Consent to Magistrate Judge
McCue's Jurisdiction. Incorporated by
reference to Exhibit 28.1 to Carolco's Current
Report on Form 8-K dated October 18, 1991. .
10.22 Revolving Credit Loan Agreement and Security
Assignment dated as of June 18, 1987 among
Credit Lyonnais Bank Nederland N.V., Carolco
International N.V., Carolco Pictures Inc., and
certain of its affiliates. Incorporated by
reference to Exhibit 10.26 to Carolco's
Registration Statement on Form S-1 (File No.
33-20956). . . . . . . . . . . . . . . . . .
10.23 Supplemental Agreement dated as of November
17, 1989 to Revolving Credit Loan Agreement
with Credit Lyonnais Bank Nederland N.V.
Incorporated by reference to Exhibit 10.27 to
Carolco's Registration Statement on Form S-1,
Amendment No. 1, filed with the Commission on
December 11, 1989 (File No. 33-31192). . . .
10.24 Second Amendment, Consent and Waiver to
Revolving Credit Loan Agreement and Security
Assignment between Carolco International N.V.,
Carolco Pictures Inc., certain other
affiliated corporations, and Credit Lyonnais
Bank Nederland N.V. dated as of March 17,
1992. Incorporated by reference to Exhibit
28.9 to Carolco's Current Report on Form 8-K
dated March 24, 1992 . . . . . . . . . . . .
10.25 Amendment to Revolving Credit Loan Agreement
and Security Assignment between Carolco
International N.V., Carolco Pictures Inc., and
certain other affiliated corporations, and
Credit Lyonnais Bank Nederland N.V. dated as
of January 4, 1993. Incorporated by reference
to Exhibit 10.69 to Carolco's Registration
Statement on Form S-1, Amendment No. 1, filed
with the Commission on May 7, 1993 (File No.
33-56380). . . . . . . . . . . . . . . . . .
10.26 Agreement of Credit Lyonnais Bank Nederland
N.V. for the benefit of RCS Video Services
Antilles N.V. and Le Studio Canal+ dated March
24, 1992. Incorporated by reference to
Exhibit 28.15 to Carolco's Current Report on
Form 8-K dated March 24, 1992. . . . . . . .
10.27 Employment Agreements for the services of
Mario F. Kassar dated as of March 23, 1992.
Incorporated by reference to Exhibit 28.19 to
Carolco's Current Report on Form 8-K dated
March 24, 1992 . . . . . . . . . . . . . . .
10.28 Stock Option Agreement of Mario F. Kassar
dated March 26, 1992. Incorporated by
reference to Exhibit 28.24 to Carolco's
Current Report on Form 8-K dated March 24,
1992 . . . . . . . . . . . . . . . . . . . .
10.29 Multiple Picture License Agreement between Le
Studio Canal+ and Atalanta Films International
B.V. dated as of March 20, 1992. Incorporated
by reference to Exhibit W to Canal+ S.A.'s
Schedule 13D under the Securities Exchange Act
of 1934 (Amendment No. 4) dated March 24,
1992 . . . . . . . . . . . . . . . . . . . .
10.30 Intercreditor and Standstill Agreement between
Pioneer LDCA, Inc., RCS Video International
Services B.V. and Le Studio Canal+ dated as of
March 23, 1992. Incorporated by reference to
Exhibit AA to Canal+ S.A.'s Schedule 13D under
the Securities Exchange Act of 1934 (Amendment
No. 4) dated March 24, 1992. . . . . . . . .
10.31 Stock Transfer and Settlement Agreement
between New Carolco Investments B.V. and
Valdina Corporation N.V. dated as of March 23,
1992. Incorporated by reference to Exhibit A
to Valdina Corporation N.V.'s Schedule 13D
under the Securities Exchange Act of 1934
dated March 23, 1992 . . . . . . . . . . . .
10.32 Note Purchase Agreement between Valdina
Corporation N.V. and Le Studio Canal+ dated as
of March 23, 1992. Incorporated by reference
to Exhibit D to Valdina Corporation N.V.'s
Schedule 13D under the Securities Exchange Act
of 1934 dated March 23, 1992 . . . . . . . .
10.33 Note Purchase Agreement between Valdina
Corporation N.V. and Pioneer LDCA, Inc. dated
as of March 23, 1992. Incorporated by
reference to Exhibit C to Valdina Corporation
N.V.'s Schedule 13D under the Securities
Exchange Act of 1934 dated march 23, 1992. .
10.34 Note Purchase Agreement between Valdina
Corporation N.V. and RCS Video International
Services B.V. dated as of March 23, 1992.
Incorporated by reference to Exhibit B to
Valdina Corporation N.V.'s Schedule 13D under
the Securities Exchange Act of 1934 dated
March 23, 1992 . . . . . . . . . . . . . . .
10.35 Security and Pledge Agreement between New
Carolco Investments B.V. and Le Studio Canal+
dated as of March 23, 1992. Incorporated by
reference to Exhibit M to Canal+ S.A.'s
Schedule 13D under the Securities Exchange Act
of 1934 (Amendment No. 4) dated March 24,
1992 . . . . . . . . . . . . . . . . . . . .
10.36 Security and Pledge Agreement between New
Carolco Investments B.V. and Pioneer LDCA,
Inc. dated as of March 23, 1992. Incorporated
by reference to Exhibit 23 to New Carolco
Investments B.V.'s Schedule 13D under the
Securities Exchange Act of 1934 (Amendment No.
8) dated March 24, 1992. . . . . . . . . . .
10.37 Security and Pledge Agreement between New
Carolco Investments B.V. and RCS Video
International Services B.V. dated as of March
23, 1992. Incorporated by reference to
Exhibit 24 to New Carolco Investments B.V.'s
Schedule 13D under the Securities Exchange
Act of 1934 (Amendment No. 8) dated March 24,
1992 . . . . . . . . . . . . . . . . . . . .
10.38 Letter Agreement between Mario F. Kassar and
Valdina Corporation N.V. regarding Assignment
of Registration Rights dated March 23, 1992.
Incorporated by reference to Exhibit E to
Valdina Corporation N.V.'s Schedule 13D under
the Securities Exchange Act of 1934 dated
March 23, 1992 . . . . . . . . . . . . . . .
10.39 Letter Agreement between Carolco Pictures Inc.
and Valdina Corporation N.V. regarding
Transfer of Registration Rights dated March
23, 1992. Incorporated by reference to Exhibit
F to Valdina Corporation N.V.'s Schedule 13D
under the Securities Exchange Act of 1934
dated March 23, 1992 . . . . . . . . . . . .
10.40 Letter Agreement, dated March 23, 1992,
between Carolco Pictures Inc. and Valdina
Corporation N.V. regarding Removal of Legend
on Stock Certificate. Incorporated by
reference to Exhibit 28.42 to Carolco's
Current Report on Form 8-K dated March 24,
1992 . . . . . . . . . . . . . . . . . . . .
10.41 Inducement Agreement between New Carolco
Investments B.V., Clorenda Corporation A.V.V.,
Mario F. Kassar, Pioneer LDCA, Inc., Le Studio
Canal+ and RCS Video International Services
B.V. dated as of March 23, 1992. Incorporated
by reference to Exhibit X to Canal+ S.A.'s
Schedule 13D under the Securities Exchange
Act of 1934 (Amendment No. 4) dated March 24,
1992 . . . . . . . . . . . . . . . . . . . .
10.42 Employee Stock Option Plan of Carolco Pictures
Inc., as amended as of June 15, 1987.
Incorporated by reference to Exhibit 10.17 to
Carolco's Registration Statement on Form S-1
(File No.33-20956) . . . . . . . . . . . . .
10.43 Non-Employee Stock Option Plan of Carolco
Pictures Inc. Incorporated by reference to
Exhibit 10.12 to Carolco's Registration
Statement on Form S-1 (File No. 33-8734) . .
10.44 1989 Stock Option and Stock Appreciation
Rights Plan of Carolco Pictures Inc., as
amended. Incorporated by reference to Exhibit
99.10 to Carolco's Current Report on Form 8-K
dated October 20, 1993 filed with the
Commission on November 4, 1994 . . . . . . .
10.45 Deferred Compensation Plan of Carolco Pictures
Inc. Incorporated by reference to Exhibit
10.19 to Carolco's Registration Statement on
Form S-1, Amendment No. 1, filed with the
Commission on November 13, 1986 (File No.
33-8734) . . . . . . . . . . . . . . . . . .
10.46 Employment Agreement for the services of
William Shpall dated as of May 6, 1992.
Incorporated by reference to Exhibit 28.1 to
Carolco's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1992 . . . . . .
10.47 Stock Option Agreement of William Shpall dated
as of May 6, 1992. Incorporated by reference
to Exhibit 28.2 to Carolco's Quarterly Report
on Form 10-Q for the quarter ended March 31,
1992 . . . . . . . . . . . . . . . . . . . .
10.48 Letter Agreement dated as of March 17, 1988
between White Eagle Enterprises, Inc. and
Carolco Pictures Inc. relating to the
production of "Rambo IV." Incorporated by
reference to Exhibit 10.48 to Carolco's
Registration Statement on Form S-1, Amendment
No. 2, filed with the Commission on May 23,
1988 (File No. 33-20956)#. . . . . . . . . .
10.49 Agreement dated as of October 18, 1988 among
Carolco Pictures Inc., White Eagle Enterprises
Inc., and White Eagle N.V. and Exhibit B
thereto. Incorporated by reference to Exhibit
10.54 to Carolco's Annual Report on Form 10-K
for the fiscal year ended December 31, 1988#.
10.50 Promissory Note Secured by Deed of Trust and
Deed of Trust dated February 22, 1988 issued
by Carolco Pictures Inc. to The Equitable Life
Assurance Society of the United States.
Incorporated by reference to Exhibit 10.31 to
Carolco's Registration Statement on Form S-1
(File No. 33-20956). . . . . . . . . . . . .
10.51 Video Rights License Agreement between Carolco
Pictures Inc. and International Video
Entertainment Inc. dated July 27, 1987, as
amended as of October 15, 1987. Incorporated
by reference to Exhibit 10.47 to Carolco's
Registration Statement on Form S-1 (File No.
33-20956). . . . . . . . . . . . . . . . . .
10.52 Amendment to Video Rights License Agreement
between LIVE Home Video and Carolco Pictures
Inc. included as Exhibit 10.51 hereto dated
April 12, 1990. Incorporated by reference to
Exhibit 10.22 to Carolco's Annual Report on
Form 10-K for the fiscal year ended December
31, 1990 . . . . . . . . . . . . . . . . . .
10.53 Syndication Distribution Agreement dated as of
October 19, 1988 between Hemdale
Communications, Inc., Hemdale Holdings, Ltd.,
Hemdale Film Corporation, Hemdale Film Sales
Corporation and Orbis Communications Inc.
Incorporated by reference to Exhibit 10.49 to
Carolco's Annual Report on Form 10-K for the
fiscal year ended December 31, 1988. . . . .
10.54 Network Distribution Agreement dated as of
October 19, 1988 between Hemdale
Communications, Inc., Hemdale Holdings, Inc.,
Hemdale Film Corporation, Hemdale Film Sales
Corporation and Orbis Communications Inc.
Incorporated by reference to Exhibit 10.50 to
Carolco's Annual Report on Form 10-K for the
fiscal year ended December 31, 1988# . . . .
10.55 "Platoon" Distribution Agreement dated as of
October 19, 1988 between Hemdale Holdings,
Ltd., Hemdale Film Corporation, Hemdale Film
Sales Corporation and Orbis Communications
Inc. Incorporated by reference to Exhibit
10.51 to Carolco's Annual Report on Form 10-K
for the fiscal year ended December 31, 1988# .
10.56 Revised Domestic Theatrical Distribution
Agreement dated as of December 26, 1990
between Tri-Star Pictures, Inc. and Carolco
Pictures Inc. Incorporated by reference to
Exhibit 10.26 to Carolco's Annual Report on
Form 10-K for the fiscal year ended December
31, 1990, as amended and restated by a Form 8
Amendment to Application or Report dated April
15, 1991 . . . . . . . . . . . . . . . . . .
10.57 Exclusive Output Agreement dated as of May 4,
1988 between Showtime/The Movie Channel Inc.
and Carolco Pictures Inc. Incorporated by
reference to Exhibit 10.53 to Carolco's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1988# . . . . . . . . . . . . .
10.58 Agreement for the Subscription, Purchase and
Sale of Shares between The Vista Organization,
Ltd., TVO Motion Picture Management Co., Inc.
and Carolco Pictures Inc. dated as of
September 20, 1989. Incorporated by reference
to Exhibit 10.58 to Carolco's Registration
Statement on Form S-1 (File No. 33-31192). .
10.59 Amendment to Agreement for Subscription,
Purchase and Sale of Shares among The Vista
Organization, Ltd., TVO Motion Picture
Management Co., Inc. and Carolco Pictures Inc.
dated as of January 22, 1990. Incorporated by
reference to Exhibit 10.89 to Carolco's
Registration Statement on Form S-1, Amendment
No. 3, filed with the Commission on January
31, 1990 (File No. 33-31192) . . . . . . . .
10.60 Indemnity Agreement between Carolco Pictures
Inc. and the individual Directors and Officers
of The Vista Organization, Ltd. dated as of
September 20, 1989. Incorporated by reference
to Exhibit 10.60 to Carolco's Registration
Statement on Form S-1 (File No. 33-31192). .
10.61 Amended and Restated Acquisition Agreement by
and among Carolco Pictures Inc., DEG
Acquisition Corporation, De Laurentiis
Entertainment Group Inc. and certain
subsidiaries and the Official Committee of
Creditors dated December 22, 1989.
Incorporated by reference to Exhibit 10.78 to
Carolco's Annual Report on Form 10-K for the
fiscal year ended December 31, 1989. . . . .
10.62 Amendment dated March 29, 1990 to Amended and
Restated Acquisition Agreement by and among
Carolco Pictures Inc., DEG Acquisition
Corporation, De Laurentiis Entertainment Group
Inc. and certain subsidiaries and the Official
Committee of Creditors included as Exhibit
10.73 hereto. Incorporated by reference to
Exhibit 10.89 to Carolco's Annual Report on
Form 10-K for the fiscal year ended December
31, 1989 . . . . . . . . . . . . . . . . . .
10.63 Purchase and Sale Agreement, dated August 14,
1992, by and between Worldvision Enterprises,
Inc. and Carolco Television Inc. Incorporated
by reference to Exhibit 28.1 to Carolco's
Current Report on Form 8-K dated September 2,
1992 . . . . . . . . . . . . . . . . . . . .
10.64 First Amendment to Purchase and Sale
Agreement, dated as of September 2, 1992, by
and between Worldvision Enterprises, Inc. and
Carolco Television Inc. Incorporated by
reference to Exhibit 28.2 to Carolco's Current
Report on Form 8-K dated September 2, 1992 . .
10.65 Confirmation and Guaranty dated as of August
14, 1992, by and between Carolco Pictures Inc.
and Worldvision Enterprises, Inc. Incorporated
by reference to Exhibit 10.137 to Carolco's
Registration Statement on Form S-1, Amendment
No. 3, filed with the Commission on August 2,
1993 (File No. 33-56380) . . . . . . . . . .
10.66 Accounts Receivable Purchase and Sale
Agreement, dated as of October 16, 1992,
between Carolco Television Inc. and Sun Life
Insurance Company of America. Incorporated by
reference to Exhibit 28.3 to Carolco's Current
Report on Form 8-K dated October 20, 1992. .
10.67 Guaranty dated October 19, 1992 by Carolco
Pictures Inc. in favor of Sun Life Insurance
Company of America. Incorporated by reference
to Exhibit 10.139 to Carolco's Registration
Statement on Form S-1, Amendment No. 3, filed
with the Commission on August 2, 1993 (File
No. 33-56380). . . . . . . . . . . . . . . .
10.68 Retainer Letter with Daniels & Associates and
Jefferson Capital Group, Ltd. dated as of
August 13, 1992. Incorporated by reference to
Exhibit 10.177 to Carolco's Registration
Statement on Form S-1 filed with the
Commission on December 24, 1992 (File No.
33-56380). . . . . . . . . . . . . . . . . .
10.69 Retainer Letter with Daniels & Associates and
Jefferson Capital Group, Ltd. dated as of
December 22, 1992. Incorporated by reference
to Exhibit 10.178 to Carolco's Registration
Statement on Form S-1 filed with the
Commission on December 24, 1992 (File No.
33-56380). . . . . . . . . . . . . . . . . .
10.70 Retainer Letter with Anthony J. Scotti dated
as of September 1, 1992. Incorporated by
reference to Exhibit 10.179 to Carolco's
Registration Statement on Form S-1 filed with
the Commission on December 24, 1992 (File No.
33-56380). . . . . . . . . . . . . . . . . .
10.71 Letter Agreement between Carolco Pictures Inc.
and Robert W. Goldsmith for the services of
Robert W. Goldsmith dated as of November 2,
1992. Incorporated by reference to Exhibit
10.143 to Carolco's Registration Statement on
Form S-1, Amendment No. 1, filed with the
Commission on May 7, 1993 (File No. 33-56380).
10.72 Prepayment Agreement dated as of January 8,
1993, between Carolco Pictures Inc. and
Showtime Networks Inc. Incorporated by
reference to Exhibit 10.148 to Carolco's
Registration Statement on Form S-1, Amendment
No. 1, filed with the Commission on May 7,
1993 (File No. 33-56380) . . . . . . . . . .
10.73 Letter Agreement dated February 11, 1993,
between Carolco Pictures Inc. and Showtime
Networks Inc. amending Showtime Prepayment
Agreement. Incorporated by reference to
Exhibit 10.149 to Carolco's Registration
Statement on Form S-1, Amendment No. 1, filed
with the Commission on May 7, 1993 (File No.
33-56380). . . . . . . . . . . . . . . . . .
10.74 $15 Million Secured Promissory Note dated
December 17, 1992 by Carolco Pictures Inc.,
Carolco International N.V. and Carolco
Television Inc. in favor of The Screen Actors
Guild, The Directors Guild of America, The
Writers Guild of America West, and The Motion
Picture Industry Pension and Health Plans.
Incorporated by reference to Exhibit 10.150 to
Carolco's Registration Statement on Form S-1,
Amendment No. 1, filed with the Commission on
May 7, 1993 (File No. 33-56380). . . . . . .
10.75 Security Agreement dated December 17, 1992 by
Carolco Pictures Inc., Carolco International
N.V. and Carolco Television Inc. in favor of
The Screen Actors Guild, The Directors Guild
of America, the Writers Guild of America West,
and the Motion Picture Industry Pension and
Health Plans. Incorporated by reference to
Exhibit 10.151 to Carolco's Registration
Statement on Form S-1, Amendment No. 1, filed
with the Commission on May 7, 1993 (File No.
33-56380). . . . . . . . . . . . . . . . . .
10.76 Subordination Agreement dated December 17,
1992 by and among Credit Lyonnais Bank
Nederland N.V. and The Screen Actors Guild,
The Directors Guild of America, The Writers
Guild of America West, and The Motion Picture
Industry Pension and Health Plans.
Incorporated by reference to Exhibit 10.152 to
Carolco's Registration Statement on Form S-1,
Amendment No. 1, filed with the Commission on
May 7, 1993 (File No. 33-56380). . . . . . .
10.77 Commitment Letter and Co-Production Agreement
dated as of April 3, 1992 by and among
Cliffhanger B.V., Carolco International N.V.,
Carolco Nominee B.V., Pioneer LDCA, Inc.,
Cinepole Productions B.V. and RCS Video
Services Antilles N.V. Incorporated by
reference to Exhibit 10.153 to Carolco's
Registration Statement on Form S-1, Amendment
No. 1, filed with the Commission on May 7,
1993 (File No. 33-56380)#. . . . . . . . . .
.
10.78 Amendment to Commitment Letter and
Co-Production Agreement dated as of April 27,
1992 by and among Cliffhanger B.V., Carolco
International N.V., Carolco Nominee B.V.,
Pioneer LDC, Inc., Cinepole Productions B.V.,
RCS Video Services Antilles N.V., Carolco
Pictures Inc., Credit Lyonnais Bank Nederland
N.V. and Le Studio Canal+ S.A. Incorporated by
reference to Exhibit 10.154 to Carolco's
Registration Statement on Form S-1, Amendment
No. 1, filed with the Commission on May 7,
1993 (File No. 33-56380)#. . . . . . . . . .
10.79 Second Amendment to Commitment Letter and
Co-Production Agreement dated as of April 23,
1993 to be effective as of April 3, 1992 by
and among Cliffhanger B.V., Carolco
International N.V., Carolco Nominee B.V.,
Pioneer LDCA, Inc., Cinepole Productions B.V.,
RCS Video Services Antilles N.V. and
Cliffhanger Investments Holding Inc.
Incorporated by reference to Exhibit 10.155 to
Carolco's Registration Statement on Form S-1,
Amendment No. 1, filed with the Commission on
May 7, 1993 (File No. 33-56380)# . . . . . .
10.80 Participation and Assumption Agreement dated
as of January 8, 1992 by and between
Carolco/Le Studio Canal+ Productions V.O.F.
and Japan Satellite Broadcasting, Inc.
Incorporated by reference to Exhibit 10.156 to
Carolco's Registration Statement on Form S-1,
Amendment No. 1, filed with the Commission on
May 7, 1993 (File No. 33-56380)# . . . . . .
10.81 Investment Agreement dated as of July 15, 1991
by and among Carolco International N.V.,
Carolco Pictures Inc. and Le Studio Canal+
S.A. with respect to "Basic Instinct."
Incorporated by reference to Exhibit 10.157 to
Carolco's Registration Statement on Form S-1,
Amendment No. 1, filed with the Commission on
May 7, 1993 (File No. 33-56380)# . . . . . .
10.82 Securities Purchase Agreement dated as of May
25, 1993, by and between Carolco Pictures Inc.
and Pioneer LDCA, Inc., Cinepole Productions
B.V. and MGM Holdings Corporation.
Incorporated by reference to Exhibit 10.164 to
Carolco's Registration Statement on Form S-1,
Amendment No. 2, filed with the Commission on
July 6, 1993 (File No. 33-56380) . . . . . .
10.83 Contribution and Exchange Agreement dated as
of May 25, 1993, by and between Carolco
Pictures Inc. and Pioneer LDCA, Inc., Cinepole
Productions B.V., Le Studio Canal+ S.A., RCS
Video International Services B.V., RCS Video
Services Antilles N.V. and RCS International
Communications N.V. Incorporated by reference
to Exhibit 10.166 to Carolco's Registration
Statement on Form S-1, Amendment No. 2, filed
with the Commission on July 6, 1993 (File No.
33-56380). . . . . . . . . . . . . . . . . .
10.84 Confidential Draft Term Sheet for Proposed
MGM/Carolco Distribution Agreement by and
between Carolco Pictures Inc. and
Metro-Goldwyn-Mayer, Inc., dated as of April
23, 1993. Incorporated by reference to Exhibit
10.168 to Carolco's Registration Statement on
Form S-1, Amendment No. 2, filed with the
Commission on July 6, 1993 (File No.
33-56380)# . . . . . . . . . . . . . . . . .
10.85 Domestic Output Agreement by and between
Carolco Pictures Inc. and Metro-Goldwyn-Mayer,
Inc., dated as of May 1, 1993. Incorporated by
reference to Exhibit 10.12 to Carolco's
Quarterly Report on Form 10-Q for the quarter
ended September 30, 1993#. . . . . . . . . .
10.86 Employment Agreement between Carolco Pictures
Inc. and Mario F. Kassar for the services of
Mario F. Kassar, dated as of May 3, 1993.
Incorporated by reference to Exhibit 28 to New
Carolco Investments B.V.'s Schedule 13D under
the Securities Exchange Act of 1934 (Amendment
No. 10) dated May 6, 1993. . . . . . . . . .
10.87 Stock Option Agreement of Mario F. Kassar
dated as of May 3, 1993. Incorporated by
reference to Exhibit 29 to New Carolco
Investments B.V.'s Schedule 13D under the
Securities Exchange Act of 1934 (Amendment No.
10) dated May 6, 1993. . . . . . . . . . . .
10.88 First Amendment to Inducement Agreement dated
as of April 30, 1993, by and among New Carolco
Investments B.V., Clorenda Corporation A.V.V.,
Mario F. Kassar, Pioneer LDCA, Inc., Le Studio
Canal+ and RCS Video International Services
B.V. Incorporated by reference to Exhibit 30
to New Carolco Investments B.V.'s Schedule 13D
under the Securities Exchange Act of 1934
(Amendment No. 10) dated May 6, 1993 . . . .
10.89 Amended and Restated Security and Pledge
Agreement between New Carolco Investments B.V.
and Le Studio Canal+ dated as of April 30,
1993. Incorporated by reference to Exhibit 34
to New Carolco Investments B.V.'s Schedule 13D
under the Securities Exchange Act of 1934
(Amendment No. 10) dated May 6, 1993 . . . .
10.90 Amended and Restated Security and Pledge
Agreement between New Carolco Investments B.V.
and Pioneer LDCA, Inc. dated as of April 30,
1993. Incorporated by reference to Exhibit 35
to New Carolco Investments B.V.'s Schedule 13D
under the Securities Exchange Act of 1934
(Amendment No. 10) dated May 6, 1993 . . . .
10.91 Amended and Restated Security and Pledge
Agreement between New Carolco Investments B.V.
and RCS Video International Services B.V.
dated as of April 30, 1993. Incorporated by
reference to Exhibit 36 to New Carolco
Investments B.V.'s Schedule 13D under the
Securities Exchange Act of 1934 (Amendment No.
10) dated May 6, 1993. . . . . . . . . . . .
10.92 Letter Agreement dated May 25, 1993 by and
between Carolco Pictures Inc. and New Carolco
Investments B.V. relating to delivery of
shares. Incorporated by reference to Exhibit
38 to New Carolco Investments B.V.'s Schedule
13D under the Securities Exchange Act of 1934
(Amendment No. 11) dated May 25, 1993. . . .
10.93 Letter Agreement dated as of May 25, 1993 by
and between Carolco Pictures Inc., Daniels &
Associates and Jefferson Capital Group, Ltd.,
amending Retainer Letter dated as of
August 13, 1992. Incorporated by reference to
Exhibit 10.177 to Carolco's Registration
Statement on Form S-1, Amendment No. 2, filed
with the Commission on July 6, 1993 (File No.
33-56380). . . . . . . . . . . . . . . . . .
10.94 Letter Agreement dated as of May 25, 1993 by
and between Carolco Pictures Inc., Daniels &
Associates and Jefferson Capital Group, Ltd.,
amending Retainer Letter dated as of
December 22, 1992. Incorporated by reference
to Exhibit 10.178 to Carolco's Registration
Statement on Form S-1, Amendment No. 2, filed
with the Commission on July 6, 1993 (File No.
33-56380). . . . . . . . . . . . . . . . . .
10.95 Letter Agreement dated as of May 25, 1993 by
and between Carolco Pictures Inc. and Anthony
J. Scotti, Amending Retainer Letter dated as
of September 1, 1992. Incorporated by
reference to Exhibit 10.179 to Carolco's
Registration Statement on Form S-1, Amendment
No. 2, filed with the Commission on July 6,
1993 (File No. 33-56380) . . . . . . . . . .
10.96 Letter Agreement between Carolco Pictures
Inc., Carolco Television Inc. and Robert W.
Goldsmith for the services of Robert W.
Goldsmith dated as of April 1, 1991.
Incorporated by reference to Exhibit 10.180 to
Carolco's Registration Statement on Form S-1,
Amendment No. 2, filed with the Commission on
July 6, 1993 (File No. 33-56380) . . . . . .
10.97 Letter Agreement between Carolco Pictures Inc.
and Karen A. Taylor for the services of Karen
A. Taylor dated as of March 20, 1991.
Incorporated by reference to Exhibit 10.181 to
Carolco's Registration Statement on Form S-1,
Amendment No. 2, filed with the Commission on
July 6, 1993 (File No. 33-56380) . . . . . .
10.98 Letter Agreement between Carolco Pictures Inc.
and Karen A. Taylor for the services of Karen
A. Taylor dated as of May 20 1992.
Incorporated by reference to Exhibit 10.182 to
Carolco's Registration Statement on Form S-1,
Amendment No. 2, filed with the Commission on
July 6, 1993 (File No. 33-56380) . . . . . .
10.99 Consulting Agreement dated as of June 7, 1993
by and between Carolco Pictures Inc. and
Anthony J. Scotti. Incorporated by reference
to Exhibit 10.183 to Carolco's Registration
Statement on Form S-1, Amendment No. 2, filed
with the Commission on July 6, 1993 (File No.
33-56380). . . . . . . . . . . . . . . . . .
10.100 Statement of Release of Collateral Shares by
Pioneer LDCA, Inc. (acting as collateral agent
for Le Studio Canal+ and RCS Video
International Services B.V.) dated as of May
20, 1993. Incorporated by reference to Exhibit
AK to Canal's Schedule 13D under the
Securities Exchange Act of 1934 (Amendment No.
8) dated June 1, 1993 . . . . . . . . . . .
10.101 First Amendment to Securities Purchase
Agreement dated as of July 29, 1993, by and
between Carolco Pictures Inc. and Pioneer
LDCA, Inc., Cinepole Productions B.V. and MGM
Holdings Corporation. Incorporated by
reference to Exhibit 10.192 to Carolco's
Registration Statement on Form S-1, Amendment
No. 3, filed with the Commission on August 2,
1993 (File No. 33-56380) . . . . . . . . . .
10.102 First Amendment to Contribution and Exchange
Agreement dated as of July 29, 1993, by and
between Carolco Pictures Inc. and Pioneer
LDCA, Inc., Cinepole Productions B.V., Le
Studio Canal+ S.A., RCS Video International
Services B.V., RCS Video Services Antilles
N.V. and RCS International Communications N.V.
Incorporated by reference to Exhibit 10.193 to
Carolco's Registration Statement on Form S-1,
Amendment No. 3, filed with the Commission on
August 2, 1993 (File No. 33-56380) . . . . .
10.103 Letter Agreement dated May 4, 1993 by and
between Carolco Pictures Inc., Carolco
International N.V., RCS Editori S.p.A., RCS
Video Services Antilles N.V. and RCS
International Communications N.V., amending
Inducement Letter and Output Agreement, each
dated May 8, 1991. Incorporated by reference
to Exhibit 10.194 to Carolco's Registration
Statement on Form S-1, Amendment No. 3, filed
with the Commission on August 2, 1993 (File
No. 33-56380). . . . . . . . . . . . . . . .
10.104 Letter Agreement dated as of September 11,
1992 among Hexagon Films (U.S.), Carolco
Pictures Inc. and Carolco International N.V.,
relating to Stargate. Incorporated by
reference to Exhibit 10.195 to Carolco's
Registration Statement on Form S-1, Amendment
No. 3, filed with the Commission on August 2,
1993 (File No. 33-56380)#. . . . . . . . . .
10.105 Letter Agreement dated as of September 11,
1992 among Hexagon Films (U.S.), Carolco
Pictures Inc. and Carolco International N.V.,
amending Letter Agreement dated September 11,
1992 with respect to Stargate. Incorporated by
reference to Exhibit 10.196 to Carolco's
Registration Statement on Form S-1, Amendment
No. 3, filed with the Commission on August 2,
1993 (File No. 33-56380)#. . . . . . . . . .
10.106 Letter Agreement dated as of November 13, 1992
among Hexagon Films (U.S.), Carolco Pictures
Inc. and Carolco International N.V., amending
Letter Agreement dated September 11, 1992 with
respect to Stargate. Incorporated by reference
to Exhibit 10.197 to Carolco's Registration
Statement on Form S-1, Amendment No. 3, filed
with the Commission on August 2, 1993 (File
No. 33-56380). . . . . . . . . . . . . . . .
10.107 Standby Purchase and Investment Agreement
dated as of July 29, 1993, by and between
Carolco Pictures Inc., Cinepole Productions
B.V., Le Studio Canal+, Pioneer LDCA, Inc.,
RCS Video International Services B.V. and
Tele-Communications, Inc. Incorporated by
reference to Exhibit 10.198 to Carolco's
Registration Statement on Form S-1, Amendment
No. 3, filed with the Commission on August 2,
1993 (File No. 33-56380) . . . . . . . . . .
10.108 Second Amendment to Securities Purchase
Agreement dated as of August 19, 1993 by and
between Carolco Pictures Inc. and Pioneer
LDCA, Inc., Cinepole Productions B.V. and MGM
Holdings Corporation. Incorporated by
reference to Exhibit 10.199 to Carolco's
Registration Statement on Form S-1, Amendment
No. 4, filed with the Commission on August 23,
1993 (File No. 33-56380) . . . . . . . . . .
10.109 Employment Agreement between Carolco Pictures
Inc. and Lynwood Spinks for the services of
Lynwood Spinks, dated as of August 9, 1993 and
entered into as of March 1, 1992. Incorporated
by reference to Exhibit 10.200 to Carolco's
Registration Statement on Form S-1, Amendment
No. 4, filed with the Commission on August 23,
1993 (File No. 33-56380)#. . . . . . . . . .
10.110 Agreement by and between Carolco Pictures Inc.
and Tele-Communications, Inc., dated as of
August 19, 1993 relating to certain
pre-theatrical pay-per-view rights.
Incorporated by reference to Exhibit 10.201 to
Carolco's Registration Statement on Form S-1,
Amendment No. 4, filed with the Commission on
August 23, 1993 (File No. 33-56380). . . . .
10.111 Co-Production Financing Agreement by and among
Carolco Pictures Inc., Le Studio Canal+ and
Tele-Communications, Inc., dated as of August
19, 1993. Incorporated by reference to Exhibit
10.202 to Carolco's Registration Statement on
Form S-1, Amendment No. 4, filed with the
Commission on August 23, 1993 (File No.
33-56380)# . . . . . . . . . . . . . . . . .
10.112 License Agreement by and between Carolco
Pictures Inc. and Encore Media Corporation,
dated as of August 17, 1993. Incorporated by
reference to Exhibit 10.203 to Carolco's
Registration Statement on Form S-1, Amendment
No. 4, filed with the Commission on August 23,
1993 (File No. 33-56380)#. . . . . . . . . .
10.113 Stock Purchase Agreement by and between
Carolco Pictures Inc. and Tele-Communications,
Inc., dated as of August 19, 1993.
Incorporated by reference to Exhibit 10.204 to
Carolco's Registration Statement on Form S-1,
Amendment No. 4, filed with the Commission on
August 23, 1993 (File No. 33-56380). . . . .
10.114 Third Amendment to Securities Purchase
Agreement dated October 7, 1993 by and between
Carolco Pictures Inc. and Pioneer LDCA, Inc.,
Cinepole Productions B.V. and MGM Holdings
Corporation. Incorporated by reference to
Exhibit DD to Pioneer Electronic Corporation's
Schedule 13D under the Securities Exchange Act
of 1934, Amendment No. 4, filed with the
Commission on November 2, 1993 . . . . . . .
10.115 Second Amendment to Contribution and Exchange
Agreement dated as of October 15, 1993 by and
between Carolco Pictures Inc. and Pioneer
LDCA, Inc., Cinepole Productions B.V., Le
Studio Canal+ S.A., RCS Video International
Service B.V., RCS Video Services Antilles N.V.
and RCS International Communications N.V.
Incorporated by reference to Exhibit EE to
Pioneer Electronic Corporation's Schedule 13D
under the Securities Exchange Act of 1934,
Amendment No. 4, filed with the Commission on
November 2, 1993 . . . . . . . . . . . . . .
10.116 Stockholders Agreement dated as of October 20,
1993 by and between New Carolco Investments
B.V., Pioneer LDCA, Inc., Cinepole Productions
B.V., RCS Video International Services B.V.
and MGM Holdings Corporation. Incorporated by
reference to Exhibit BB to Pioneer Electronic
Corporation's Schedule 13D under the
Securities Exchange Act of 1934, Amendment No.
4, filed with the Commission on November 2,
1993 . . . . . . . . . . . . . . . . . . . .
10.117 Registration Rights Agreement dated as of
October 20, 1993 by and between Carolco
Pictures Inc. and Pioneer LDCA, Inc., Cinepole
Productions B.V., RCS Video International
Services B.V. and MGM Holdings Corporation.
Incorporated by reference to Exhibit AA to
Pioneer Electronic Corporation's Schedule 13D
under the Securities Exchange Act of 1934,
Amendment No. 4 filed with the Commission on
November 2, 1993 . . . . . . . . . . . . . .
10.118 Put and Call Agreement dated October 20, 1993
by and among MGM Holdings Corporation, Credit
Lyonnais S.A. and Cinepole Productions B.V.
Incorporated by reference to Exhibit E to MGM
Holdings Corporation's Schedule 13D under the
Securities Exchange Act of 1934, Amendment No.
1, filed with the Commission on November 1,
1993 . . . . . . . . . . . . . . . . . . . .
10.119 Subordination Agreement dated October 20, 1993
by and among Pioneer LDCA, Inc., Cinepole
Productions B.V., RCS Video International
Services B.V., RCS International
Communications N.V. and MGM Holdings
Corporation. Incorporated by reference to
Exhibit CC to Pioneer Electronic Corporation's
Schedule 13D under the Securities Exchange Act
of 1934, Amendment No. 4, filed with the
Commission on November 2, 1993 . . . . . . .
10.120 Registration Rights Agreement for LIVE
Entertainment Inc. Common Stock dated as of
July 20, 1993, by and among LIVE Entertainment
Inc., Carolco Pictures Inc., Pioneer LDCA,
Inc., RCS Video International Services B.V.,
RCS Video Services Antilles N.V., and Le
Studio Canal+ S.A. Incorporated by reference
to Exhibit 10.84 to LIVE Entertainment Inc.'s
Annual Report on Form 10-K for the fiscal year
ended December 31, 1993. . . . . . . . . . .
10.121 Letter Agreement between Carolco Pictures Inc.
and Karen A. Taylor for the services of Karen
A. Taylor effective November 1, 1993.
Incorporated by reference to Exhibit 10.121 to
Carolco Pictures Inc. Annual Report on Form
10-K for the fiscal year ended December 31,
1993 . . . . . . . . . . . . . . . . . . . .
10.122 Retainer Letter with Daniels & Associates
dated as of January 20, 1994. Incorporated by
reference to Exhibit 10.122 to Carolco
Pictures Inc. Annual Report on Form 10-K for
the fiscal year ended December 31, 1993. . .
10.123 Letter of Intent dated March 23, 1994 between
Carolco Pictures Inc. and LIVE Entertainment
Inc. Filed herewith. . . . . . . . . . . .
11.1 Statement of Computation of Per Share
Earnings. Incorporated by reference to
Exhibit 11.1 to Carolco Pictures Inc. Annual
Report on Form 10-K for the fiscal year ended
December 31, 1993 . . . . . . . . . . . . .
21.1 Subsidiaries of Carolco Pictures Inc.
Incorporated by reference to Exhibit 21.1 to
Carolco Pictures Inc. Annual Report on Form
10-K for the fiscal year ended December 31,
1993 . . . . . . . . . . . . . . . . . . . .
23.1 Consent of Ernst & Young. Incorporated by
reference to Exhibit 23.1 to Carolco Pictures
Inc. Annual Report on Form 10-K for the fiscal
year ended December 31, 1993 . . . . . . . .
_______________________
#Confidential treatment request
