SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 13
Under the Securities Exchange Act of 1934
CAROLCO PICTURES INC.
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
143763100
(CUSIP Number of Class of Securities)
New Carolco Investments B.V.
Parklaan 46, 3016 BC Rotterdam
The Netherlands
Attn: Hans J. Schutte
011-31-10-436-6344
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Brian J. McCarthy, Esq.
Skadden, Arps, Slate, Meagher & Flom
300 South Grand Avenue, Suite 3400
Los Angeles, California 90071-3144
(213) 687-5000
February 20, 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 Statement because of Rule 13d-1(b)(3) or
(4), check the following:
Check the following box if a fee is being paid with this
Statement:
CUSIP No. 143763100 13D
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
NEW CAROLCO INVESTMENTS B.V.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
: (7) SOLE VOTING POWER
: 7,929,328
: (8) SHARED VOTING
NUMBER OF SHARES BENEFICIALLY : 0
OWNED BY EACH REPORTING :
PERSON WITH : (9) SOLE DISPOSITIVE
: 7,929,328
:(10) SHARED DISPOSITIVE
: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7,929,328
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES*
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.3%
(14) TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 143763100 13D
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
MARIO F. KASSAR
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Dominican Republic
: (7) SOLE VOTING POWER
: 10,885,647
: (8) SHARED VOTING
NUMBER OF SHARES BENEFICIALLY : 0
OWNED BY EACH REPORTING :
PERSON WITH : (9) SOLE DISPOSITIVE
: 10,885,647
:(10) SHARED DISPOSITIVE
: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
10,885,647
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES*
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.2%
(14) TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Pursuant to Item 101(a)(2)(ii) of Regulation
S-T, this Amendment No. 13 restates the Schedule 13D
filed with the Securities and Exchange Commission (the
"Commission") on January 9, 1990 by New Carolco
Investments B.V., a corporation organized under the laws
of The Netherlands ("New CIBV"), as amended by (a)
Amendment No. 1 filed on January 22, 1990, (b) Amendment
No. 2 filed on February 1, 1990, (c) Amendment No. 3
filed on March 19, 1990, (d) Amendment No. 4 filed on
November 3, 1990, (e) Amendment No. 5 filed on January
12, 1991, (f) Amendment No. 6 filed on October 1, 1991,
(g) Amendment No. 7 filed on November 13, 1991, (h)
Amendment No. 8 filed on March 25, 1992, (i) Amendment
No. 9 filed on April 8, 1992, (j) Amendment No. 10 filed
on May 7, 1993, (k) Amendment No. 11 filed on May 26,
1993 and (l) Amendment No. 12 filed on October 21, 1993
(as amended, the "Schedule 13D").
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock,
$.01 per share (the "Common Stock"), of Carolco Pictures
Inc., a Delaware corporation ("CPI"). The principal
executive offices of CPI are located at 8800 Sunset
Boulevard, Los Angeles, California 90069.
The information set forth in the Exhibits is
hereby expressly incorporated herein by reference and the
responses to each item of this Schedule 13D are qualified
in their entirety by the provisions of such Exhibits.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is filed on behalf of New
CIBV and Mario F. Kassar, an individual (collectively,
the "Reporting Persons"). The Reporting Persons are
making this joint filing because they may be deemed to
constitute a "group" within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934, as
amended, although neither the fact of this filing nor
anything contained herein shall be deemed to be an
admission by the Reporting Persons that a group exists.
The business address of New CIBV is Parklaan
46, 3016 BC Rotterdam, The Netherlands. The principal
business of New CIBV is its investment in CPI. Arie Mout
is Managing Director and Mr. Kassar is Supervisory
Director of New CIBV. Mr. Mout is retired. Mr. Mout is
a citizen of The Netherlands.
Mr. Kassar's business address is 8800 Sunset
Boulevard, Los Angeles, California 90069. Mr. Kassar's
principal occupation is Chairman of the Board of
Directors and Chief Executive Officer of CPI. Mr. Kassar
is a citizen of the Dominican Republic.
During the last five years, neither of the
Reporting Persons nor, to the best knowledge of the
Reporting Persons, any of the executive officers or
directors of New CIBV, has been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors), or was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding
any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION.
Item 4 hereof is hereby incorporated herein by
reference.
On December 30, 1989, New CIBV purchased
18,581,000 shares of Common Stock from Carolco
Investments B.V., a corporation organized under the laws
of The Netherlands ("CIBV"). Prior to such transaction,
New CIBV held a 50% interest in CIBV. The consideration
for such purchase consisted of (a) certain notes, each of
which has been repaid, (b) an option in favor of CIBV to
purchase 500,000 shares of Common Stock from New CIBV,
which has been cancelled, (c) the transfer to a third
party of all of the capital stock of CIBV held by New
CIBV, together with certain indebtedness of CIBV secured
by shares of capital stock of CIBV held by New CIBV, (d)
the assumption by New CIBV of certain liabilities of CIBV
and (e) $5,000,000, which was borrowed by New CIBV and
has been repaid.
ITEM 4. PURPOSE OF THE TRANSACTION.
Pursuant to a Purchase Agreement, dated as of
October 17, 1990, among New CIBV, Carolco International
N.V., a corporation organized under the laws of the
Netherlands Antilles and a wholly owned subsidiary of CPI
("CINV"), and CPI, CINV purchased 3,461,538 shares of
Common Stock from New CIBV.
On March 24, 1992, CPI consummated a financial
restructuring (the "March 1992 Restructuring").
Concurrently with and as a condition to the March 1992
Restructuring, the Reporting Persons consummated a series
of transactions related to the shares of Common Stock
owned of record by New CIBV. Pursuant to the terms of a
Stock Transfer and Settlement Agreement between New CIBV
and Valdina Corporation B.V., a corporation organized
under the laws of The Netherlands ("Valdina"), dated as
of March 23, 1992 (the "Stock Transfer Agreement"), a
copy of which was attached as Exhibit 16 to Amendment No.
8 to the Schedule 13D, New CIBV transferred to Valdina
6,000,000 shares of Common Stock (the "Valdina Shares").
The Valdina Note was secured by, and the Reporting Person
granted Valdina a first priority security interest in,
8,619,502 shares of Common Stock pursuant to a security
and pledge agreement, dated as of March 23, 1992 (the
"Valdina Security Agreement"), a copy of which was
attached as Exhibit 18 to Amendment No. 8 to the Schedule
13D.
Each of Le Studio Canal+, an entity organized
under the laws of France ("Canal+"), Pioneer LDCA, Inc.,
a Delaware corporation ("Pioneer"), and RCS Video
International Services B.V., an entity organized under
the laws of The Netherlands ("RCS" and, together with
Canal+ and Pioneer, the "Foreign Investors"), acquired a
one-third interest in the Valdina Note and Valdina's
rights under the Valdina Security Agreement pursuant to
note purchase agreements with Valdina dated as of March
23, 1992 (the "Note Purchase Agreements"). The Valdina
Note was presented to New CIBV and New CIBV issued a non-
recourse secured promissory note in the principal amount
of $2,500,000, dated March 23, 1992, to each of the
Foreign Investors, copies of which were attached as
Exhibits 19, 20 and 21, respectively, to Amendment No. 8
to the Schedule 13D (the "Foreign Investor Notes"). Each
of the Foreign Investor Notes was secured by, and
New CIBV granted each of the Foreign Investors a
first priority security interest in, 2,873,166 shares of
Common Stock pursuant to security and pledge agreements,
dated as of March 23, 1992, copies of which were attached
as Exhibits 22, 23 and 24, respectively, to Amendment No.
8 to the Schedule 13D.
Pursuant to an Inducement Agreement between New
CIBV, Mr. Kassar, Clorenda Corporation A.V.V., a
corporation organized under the laws of Aruba
("Clorenda"), and each of the Foreign Investors, dated as
of March 23, 1992, a copy of which was attached as
Exhibit 25 to Amendment No. 8 to the Schedule 13D, New
CIBV has the right to acquire certain shares of Common
Stock that the Foreign Investors acquired from Valdina
pursuant to the Note Purchase Agreements.
On December 24, 1992, CPI announced a financial
restructuring (the "December 1992 Restructuring"), which
included an investment in CPI by each of the Foreign
Investors and Metro-Goldwyn-Mayer Inc., a Delaware
corporation ("MGM"), and filed a Registration Statement
on Form S-1 (File No. 33-56380) with the Commission (the
"Restructuring S-1"). The Foreign Investors and MGM
required the renegotiation and extension of the
employment agreement among Mr. Kassar, CPI and CINV,
dated as of March 23, 1992, on terms acceptable to Mr.
Kassar, the Foreign Investors, MGM and CPI as a condition
to the December 1992 Restructuring. Mr. Kassar and CPI
entered into a new employment agreement, dated as of May
3, 1993, a copy of which was attached as Exhibit 28 to
Amendment No. 10 to the Schedule 13D (the "May 1993
Agreement"), the term of which commenced as of October
20, 1993, the consummation date of the December 1992
Restructuring (the "Effective Date"), and will end on
December 31, 1997 (the "Term").
Pursuant to the May 1993 Agreement, Mr. Kassar
(i) acknowledged the corporate governance arrangements
set forth therein and in Amendment No. 1 to the
Restructuring S-1 filed with the Commission on May 7,
1993, the documents referred to in the Restructuring S-1
and the Stockholders Agreement among CPI, the Foreign
Investors (or their affiliates), MGM Holdings Corporation
("MGM Holdings") and New CIBV (the "Stockholders
Agreement"), the form of which was attached to the May
1993 Agreement as Exhibit A, and (ii) agreed to cause New
CIBV to enter into the Stockholders Agreement. The
Stockholders Agreement also granted New CIBV the right to
participate proportionately in certain sales or
dispositions by MGM Holdings and the Foreign Investors,
subject to certain conditions.
Also pursuant to the May 1993 Agreement, CPI
agreed to use its best efforts to register under the
Securities Act of 1933, as amended, any unregistered
shares of Common Stock that have been or will be issued
to Mr. Kassar or his affiliates upon Mr. Kassar's demand.
Simultaneously with the execution of the May
1993 Agreement, CPI and Mr. Kassar entered into a stock
option agreement, a copy of which was attached as Exhibit
29 to Amendment No. 10 to the Schedule 13D (the "Option
Agreement"), which granted Mr. Kassar stock options to
purchase 15,000,000 shares of Common Stock at the fair
market value as of the Effective Date, such options to
vest pro rata on a monthly basis during the Term.
Pursuant to the May 1993 Agreement, in the event of
certain changes in the Common Stock, the number and kind
of shares subject to the stock options and the exercise
price of stock options currently held by Mr. Kassar or
his affiliates and to be received by Mr. Kassar pursuant
to the Option Agreement will be appropriately adjusted.
On May 6, 1993, New CIBV consummated a series
of transactions related to the shares of Common Stock
owned by it. Pursuant to the First Amendment to
Inducement Agreement between Mr. Kassar, New CIBV,
Clorenda and each of the Foreign Investors, dated as of
April 30, 1993, the form of which was attached as Exhibit
30 to Amendment No. 10 to the Schedule 13D (the "First
Amendment to Inducement Agreement"), New CIBV issued an
amended and restated non-recourse secured promissory note
in the principal amount of $3,438,232 to each of the
Foreign Investors, the forms of which were attached as
Exhibits 31, 32 and 33, respectively, to Amendment No. 10
to the Schedule 13D (the "Amended Notes"). New CIBV
also entered into an amended and restated security and
pledge agreement with each of the Foreign Investors, the
forms of which were attached as Exhibits 34, 35 and 36,
respectively, to Amendment No. 10 to the Schedule 13D,
which secured the Amended Notes and granted each of the
Foreign Investors a first priority security interest in
2,873,166 shares of Common Stock (the "Security
Interest").
On November 22, 1991, a settlement and a
dismissal with prejudice of David Ackerman, et al. vs.
Mario F. Kassar, et al., Case No. 91-1468 GT (BTM), and
related actions pending in the Superior Court of the
State of California, County of Los Angeles entitled
Ackerman vs. Kassar, et al., Master File No. BC015018,
and in the Delaware Court of Chancery entitled Arthur
Magna, Inc. vs. Kassar, et al., No. 11743, was approved
and an Order and Final Judgment approving the Stipulation
and Agreement of Compromise and Settlement and Consent to
Magistrate Judge McCue's Jurisdiction, dated October 18,
1991 (the "Stipulation"), entered.
In connection with the Stipulation, pursuant to
the First Amendment to Inducement Agreement, on May 21,
1993, each of the Foreign Investors released and
reassigned to New CIBV, free and clear of the Security
Interest, 230,058 shares of Common Stock.
On May 25, 1993, New CIBV tendered to CPI an
aggregate of 1,490,943 shares of Common Stock as follows:
(i) 300,769 authorized, but unissued, shares of Common
Stock, which were held in a trust as part of the
Settlement, and (ii) 1,190,174 shares of Common Stock.
Such tender was made in reliance upon and in
consideration of certain representations, warranties and
covenants by CPI set forth in a letter agreement between
New CIBV and CPI, dated May 25, 1993, a copy of which was
attached as Exhibit 38 to Amendment No. 11 to the
Schedule 13D, in full satisfaction of the obligations of
the Reporting Persons under Paragraph 3 of the
Stipulation.
Mr. Kassar and CPI entered into an Agreement
for Cancellation and Reissuance of Stock Options, dated
October 13, 1993 (the "Reissuance Agreement"), a copy of
which was attached as Exhibit 39 to Amendment No. 12 to
the Schedule 13D, pursuant to which options granted to
Mr. Kassar to purchase 1,645,000 shares of Common Stock
were cancelled and terminated effective April 20, 1993.
In return for such cancellation, Mr. Kassar received
1,645,000 replacement options, 50% of which vest on
April 20, 1994 and the remainder of which vest on
April 20, 1995.
On October 20, 1993, (i) the December 1992
Restructuring was consummated, (ii) pursuant to its
terms, the May 1993 Agreement became effective and
(iii) CPI, the Foreign Investors (or their affiliates),
MGM Holdings and New CIBV entered into the Stockholders
Agreement in the form attached to the May 1993 Agreement
as Exhibit A. In addition, the Tag Along and Voting
Rights Agreement, dated as of September 13, 1991, between
Neue Constantin Film GMBH & Co. Verleih KG, a corporation
organized under the laws of Germany ("Neue Constantin"),
and New CIBV, pursuant to which Neue Constantin agreed to
vote, and to use its best efforts to cause its controlled
affiliates (as defined therein) to vote, all voting
securities (as defined therein and which include shares
of Common Stock) beneficially owned by Neue Constantin or
any of its controlled affiliates (which equalled 222,223
shares of Common Stock on October 20, 1993) in accordance
with the recommendations of New CIBV with respect to any
matters submitted to the stockholders of CPI was
terminated.
The Reporting Persons have acquired the shares
of the Common Stock for investment purposes only.
Neither New CIBV nor Mr. Kassar, in his individual
capacity, currently have any plans or proposals which
relate to or would result in any of the following
matters:
(a) The acquisition by any person of
additional securities of CPI, or the disposition of
securities of CPI;
(b) An extraordinary corporate transaction,
such as a merger, reorganization or liquidation,
involving CPI or any of its subsidiaries;
(c) A sale or transfer of a material amount of
assets of CPI or any of its subsidiaries;
(d) Any change in the present board of
directors or management of CPI, including any plans or
proposals to change the number or term of directors or to
fill any existing vacancies on the board;
(e) Any material change in the present
capitalization or dividend policy of CPI;
(f) Any other material change in CPI's
business or corporate structure, including but not
limited to, if CPI is a registered closed-end investment
company, any plans or proposals to make any changes in
its investment policy for which a vote is required by
Section 13 of the Investment Company Act of 1940;
(g) Changes in CPI's charter, bylaws or
instruments corresponding thereto or other actions which
may impede the acquisition of control of CPI by any
person;
(h) Causing a class of securities of CPI to be
delisted from a national securities exchange or to cease
to be authorized to be quoted in an interdealer quotation
system of a registered national securities association;
(i) A class of equity securities of CPI
becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange
Act of 1934, as amended; or
(j) Any action similar to any of those
enumerated above.
Mr. Kassar may be deemed to own beneficially
the shares of Common Stock owned by New CIBV. All of the
capital stock of New CIBV is owned by Clorenda, which in
turn is 50.1% owned by The Kassar Family Trust, which
benefits certain members of Mr. Kassar's family, and
49.9% owned by Canora A.V.V., a corporation organized
under the laws of Aruba, which is owned 100% by
Mr. Kassar.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 4 hereof is hereby incorporated herein by
reference.
New CIBV may be deemed to beneficially own
7,929,328 shares of Common Stock, or 5.3% of the shares
of Common Stock outstanding. This percentage is based on
148,545,523 shares of Common Stock outstanding as of
October 20, 1993. New CIBV may be deemed to have sole
power to vote or to direct the vote, and sole power to
dispose or to direct the disposition of, 7,929,328 shares
of Common Stock.
Mr. Kassar may be deemed to beneficially own
10,885,647 shares of Common Stock, including (i)
2,956,319 shares of Common Stock that are issuable upon
the exercise of vested options or options that vest
within 60 days of February 28, 1994 in favor of Mr.
Kassar and (ii) 7,929,328 shares of Common Stock that are
owned of record by New CIBV, or 7.2% of the shares of
Common Stock outstanding. This percentage is based on
151,501,842 shares of Common Stock, the aggregate of the
shares of Common Stock outstanding as of October 20, 1993
and the shares of Common Stock that Mr. Kassar has the
right to acquire beneficial ownership of through vested
stock options and options that vest within 60 days of
February 28, 1994. Mr. Kassar may be deemed to have sole
power to vote or to direct the vote, and sole power to
dispose or to direct the disposition of, 10,885,647
shares of Common Stock.
Pursuant to the May 1993 Agreement and the
Option Agreement, options in favor of Mr. Kassar to
purchase 294,117 shares of Common Stock vested or will
vest on each of October 31, 1993, November 30, 1993,
December 31, 1993, January 31, 1994, February 28, 1994,
March 31, 1994 and April 30, 1994. In addition, CPI
granted Mr. Kassar immediately exercisable options to
acquire 75,000 shares of Common Stock on December 1, 1993
for his service as a member of the Board of Directors of
CPI and the Supervisory Committee of the Board of
Directors of CPI. Pursuant to the Reissuance Agreement,
options to purchase 822,500 shares of Common Stock will
vest on April 20, 1994.
Other than as set forth in the Stockholders
Agreement, there are no agreements with other parties to
either vote or to act in concert with respect to CPI.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
The information set forth in Items 3, 4 and 5
hereof is hereby incorporated herein by reference.
ITEM 7. INFORMATION TO BE FILED AS EXHIBITS.
Exhibit Description
1 Joint Filing Agreement between the
Reporting Persons pursuant to Rule 13d-
1(f)(1)(iii)
The following information was filed as Exhibits
to previous amendments to the Schedule 13D:
Stock Transfer and Settlement Agreement,
dated as of March 23, 1992, between New
Carolco Investments B.V. and Valdina
Corporation B.V. (filed as Exhibit 16 to
Amendment No. 8 to the Schedule 13D)
$7,500,000 Non-recourse Secured Promissory
Note, dated March 23, 1992, made by New
Carolco Investments B.V. in favor of
Valdina Corporation B.V. (filed as Exhibit
17 to Amendment No. 8 to the Schedule 13D)
Security and Pledge Agreement, dated as of
March 23, 1992, between New Carolco
Investments B.V. and Valdina Corporation
B.V. (filed as Exhibit 18 to Amendment No.
8 to the Schedule 13D)
$2,500,000 Non-recourse Secured Promissory
Note, dated March 23, 1992, made by New
Carolco Investments B.V. in favor of Le
Studio Canal+ (filed as Exhibit 19 to
Amendment No. 8 to the Schedule 13D)
$2,500,000 Non-recourse Secured Promissory
Note, dated March 23, 1992, made by New
Carolco Investments in favor of Pioneer
LDCA, Inc. (filed as Exhibit 20 to
Amendment No. 8 to the Schedule 13D)
$2,500,000 Non-recourse Secured Promissory
Note, dated March 23, 1992, made by New
Carolco Investments B.V. in favor of RCS
Video International Services B.V. (filed
as Exhibit 21 to Amendment No. 8 to the
Schedule 13D)
Security and Pledge Agreement, dated as of
March 23, 1992, between New Carolco
Investments B.V. and Le Studio Canal+
(filed as Exhibit 22 to Amendment No. 8 to
the Schedule 13D)
Security and Pledge Agreement, dated as of
March 23, 1992, between New Carolco
Investments B.V. and Pioneer LDCA, Inc.
(filed as Exhibit 23 to Amendment No. 8 to
the Schedule 13D)
Security and Pledge Agreement, dated as of
March 23, 1992, between New Carolco
Investments B.V. and RCS Video
International Services B.V. dated as of
March 23, 1992 (filed as Exhibit 24 to
Amendment No. 8 to the Schedule 13D)
Inducement Agreement, dated as of March
23, 1992, among New Carolco Investments
B.V., Clorenda Corporation A.V.V., Mario
F. Kassar, Le Studio Canal+, Pioneer LDCA,
Inc. and RCS Video International Services
B.V. (filed as Exhibit 25 to Amendment No.
8 to the Schedule 13D)
Employment Agreement, dated as of May 3,
1993 between Mario F. Kassar and Carolco
Pictures Inc. (filed as Exhibit 28 to
Amendment No. 10 to the Schedule 13D)
Option Agreement, dated as of May 3, 1993,
between Mario F. Kassar and Carolco
Pictures Inc. (filed as Exhibit 29 to
Amendment No. 10 to the Schedule 13D)
Form of First Amendment to Inducement
Agreement, dated as of April 30, 1993,
among New Carolco Investments B.V.,
Clorenda Corporation A.V.V., Mario F.
Kassar, Le Studio Canal+, Pioneer LDCA,
Inc. and RCS Video International Services
B.V. (filed as Exhibit 30 to Amendment No.
10 to the Schedule 13D)
Form of Amended and Restated Non-recourse
Secured Promissory Note, dated April 30,
1993 made by New Carolco Investments B.V.
in favor of Le Studio Canal+ (filed as
Exhibit 31 to Amendment No. 10 to the
Schedule 13D)
Form of Amended and Restated Non-recourse
Secured Promissory Note, dated April 30,
1993, made by New Carolco Investments B.V.
in favor of Pioneer LDCA, Inc. (filed as
Exhibit 32 to Amendment No. 10 to the
Schedule 13D)
Form of Amended and Restated Non-recourse
Secured Promissory Note, dated April 30,
1993, made by New Carolco Investments B.V.
in favor of RCS Video Services
International B.V. (filed as Exhibit 33 to
Amendment No. 10 to the Schedule 13D)
Form of Amended and Restated Security and
Pledge Agreement, dated as of April 30,
1993, between New Carolco Investments B.V.
and Le Studio Canal+ (filed as Exhibit 34
to Amendment No. 10 to the Schedule 13D)
Form of Amended and Restated Security and
Pledge Agreement, dated as of April 30,
1993, between New Carolco Investments B.V.
and Pioneer LDCA, Inc. (filed as Exhibit
35 to Amendment No. 10 to the Schedule
13D)
Form of Amended and Restated Security and
Pledge Agreement, dated as of April 30,
1993, between New Carolco Investments B.V.
and RCS Video Services International B.V.
(filed as Exhibit 36 to Amendment No. 10
to the Schedule 13D)
Letter Agreement, dated May 25, 1993,
between New Carolco Investments B.V. and
Carolco Pictures Inc. (filed as Exhibit 38
to Amendment No. 11 to the Schedule 13D)
Agreement for Cancellation and Reissuance
of Stock Options, dated October 13, 1993,
between Mario F. Kassar and Carolco
Pictures Inc. (filed as Exhibit 39 to
Amendment No. 12 to the Schedule 13D)
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.
Dated: February 23, 1994
NEW CAROLCO INVESTMENTS B.V.
By:/s/ Arie Mout
Arie Mout
Managing Director
/s/ Mario F. Kassar
Mario F. Kassar
EXHIBIT INDEX
Exhibit Description
1 Joint Filing Agreement between the
Reporting Persons pursuant to Rule 13d-
1(f)(1)(iii)
EXHIBIT 1
Joint Filing Agreement
In accordance with Rule 13d-1(f) of the
Securities Exchange Act of 1934, as amended, each of the
persons named below agrees to the joint filing on behalf
of each of them of a Statement on Schedule 13D (including
amendments thereto) with respect to the common stock, par
value $.01 per share, of Carolco Pictures Inc., a
Delaware corporation, and further agrees that this Joint
Filing Agreement be included as an exhibit to such filing
provided that, as contemplated by Section 13d-
1(f)(1)(ii), no person shall be responsible for the
completeness or accuracy of the information concerning
the other persons making the filing, unless such person
knows or has reason to believe that such information is
inaccurate. This Agreement may be executed in any number
of counterparts, all of which taken together shall
constitute one and the same instrument.
Dated: February 23, 1994
NEW CAROLCO INVESTMENTS B.V.
By: /s/ Arie Mout
Arie Mout
Managing Director
/s/ Mario F. Kassar
Mario F. Kassar
