SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 16
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)
Carolco Pictures Inc.
8800 Sunset Boulevard
Los Angeles, California 90069
Attn: Delana C. Turner
(213) 855-7340
(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
November 10, 1995
(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
MARIO F. KASSAR
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
(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
: 10,324,393
: (8) SHARED VOTING
NUMBER OF SHARES BENEFICIALLY : 0
OWNED BY EACH REPORTING :
PERSON WITH : (9) SOLE DISPOSITIVE
: 10,324,393
:(10) SHARED DISPOSITIVE
: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
10,324,393
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES*
( )
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.0%
(14) TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This Amendment No. 16 to the Schedule 13D filed
with the Commission on January 9, 1990 by the Reporting
Persons, 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, (l) Amendment No. 12 filed on
October 21, 1993, (m) Amendment No. 13 filed on February
13, 1994, (n) Amendment No. 14 filed on August 16, 1995
and (o) Amendment No. 15 filed on May 12, 1995 (as
amended, the "Schedule 13D") is being filed to amend and
supplement Items 4 and 5.
Unless otherwise indicated, each capitalized
term used but not otherwise defined herein shall have the
meaning assigned to such term in the Schedule 13D. The
information set forth in the exhibits attached hereto is
hereby expressly incorporated herein by reference and the
responses to each item of this Amendment are qualified in
their entirety by the provisions of such exhibits.
ITEM 4. PURPOSE OF THE TRANSACTION.
Item 4 is hereby amended and supplemented as
follows:
On November 10, 1995, Mr. Kassar and CPI
entered into a Settlement and Consulting Agreement, a
copy of which is attached hereto as Exhibit 17 (the
"Settlement Agreement"), pursuant to which Mr. Kassar,
among other things, (i) resigned as a director and
officer of CPI and all subsidiaries and affiliates of
CPI; (ii) except for certain claims and rights retained
under the Settlement Agreement, waived any claims and
rights against CPI under the 1994 Employment Agreement;
(iii) agreed to provide certain consulting services to
CPI; and (iv) agreed to provide certain promotional
services to CPI in connection with the initial foreign
theatrical release of "Cutthroat Island."
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and supplemented as
follows:
Mr. Kassar may be deemed to beneficially own
10,324,393 shares of Common Stock that are issuable upon
the exercise of vested options or options that vest
within 60 days of November 10, 1995 in favor of Mr.
Kassar, or 7.0% of the shares of Common Stock
outstanding. This percentage is based on 147,965,746
shares of Common Stock, the aggregate of the shares of
Common Stock outstanding as of November 10, 1995 and the
shares of Common Stock that are issuable upon the
exercise of vested options or options that vest within 60
days of November 10, 1995 in favor of Mr. Kassar. 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, 10,324,393 shares of Common Stock.
On each of May 31, 1995, June 30, 1995, July
31, 1995, August 31, 1995, September 30, 1995 and October
31, 1995, 294,117 options in favor of Mr. Kassar became
immediately exercisable.
ITEM 7. INFORMATION TO BE FILED AS EXHIBITS.
Exhibit Description
17 Settlement and Consulting Agreement dated
November 10, 1995 between Mario F. Kassar
and Carolco Pictures Inc.
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: November 15, 1995
/s/ Mario F. Kassar
Mario F. Kassar
EXHIBIT INDEX
Exhibit Description
17 Settlement and Consulting Agreement
dated November 10, 1995 between Mario
F. Kassar and Carolco Pictures Inc.
Exhibit 17
SETTLEMENT AND CONSULTING AGREEMENT
This Settlement and Consulting Agreement is
entered into on November 10, 1995 (the "Effective Date")
by and between Carolco Pictures Inc., a Delaware
corporation (the "Company"), and Mario F. Kassar.
WHEREAS, the Company and Mr. Kassar have
previously entered into an employment agreement dated as
of August 10, 1994 (the "Employment Agreement"); and
WHEREAS, the Company and Mr. Kassar have agreed
that it is in their best interests to terminate their
full-time employment relationship in accordance with the
terms hereof as of the Effective Time (as hereinafter defined);
and
WHEREAS, after the Effective Date, the Company
desires to continue to benefit from the experience and
ability of Mr. Kassar in connection with certain
promotional services relating to the initial foreign
theatrical release of "Cutthroat Island" and in the
capacity of consultant to the Company; and
WHEREAS, Mr. Kassar is willing to commit
himself to provide certain promotional services to the
Company in connection with the initial foreign theatrical
release of "Cutthroat Island" and to serve as a
consultant to the Company on the terms and conditions
provided herein.
NOW, THEREFORE, in consideration of the
foregoing and the mutual covenants and agreements set
forth herein and such other good and valuable
consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be
legally bound hereby, agree as follows:
1. Termination of Employment.
1.1 Resignation. As of 2:00 p.m. (Pacific
Standard Time) on the Effective Date (the "Effective
Time"), Mr. Kassar hereby resigns from all positions as a
director, officer and employee that he may hold or may
have held with the Company and all subsidiaries and
affiliates of the Company.
1.2 Settlement of Benefits. As consideration
for entering into this Agreement, the waiver set forth in
Section 1.3(a) hereof and the services to be provided to
the Company pursuant to Section 2 hereof, Mr. Kassar
shall receive, in full settlement, subject to Section
1.3(c) hereof, of any benefits to which Mr. Kassar would
otherwise be entitled under the Employment Agreement, the
following:
(a) Prior to the Effective Time, the
Company shall pay to Mr. Kassar an amount in cash equal
to $588,947 plus the accrued compensation payable to Mr.
Kassar pursuant to Section 2 of the Employment Agreement
through and including the Effective Date.
(b) Mr. Kassar hereby retains all of his
claims and rights under Sections 1.8; 1.10; 2.2, subject
to Section 1.3(b) hereof; 2.9; 2.11, with respect to
health and insurance plans, benefits or policies only;
4.5; and 5.9 of the Employment Agreement.
(c) The Company shall indemnify Mr.
Kassar to the extent permitted by the Company's
certificate of incorporation, by-laws or applicable law
for any claims or expenses related thereto (including
attorneys' fees) arising out of or relating to any acts
or decisions undertaken by Mr. Kassar in the course and
scope of his positions as a director, officer or employee
of the Company or any subsidiary of the Company,
including the services to be provided to the Company by
Mr. Kassar hereunder. The Company shall continue Mr.
Kassar as a named insured under any applicable indemnity
insurance policies maintained from time to time by the
Company for the benefit of its officers and directors to
the extent that any such policies are maintained by the
Company.
1.3 Waiver by Mr. Kassar. (a) Except for the
claims and rights retained under Section 1.2(b) hereof,
Mr. Kassar hereby waives any and all claims and rights
against the Company and each of its subsidiaries and
affiliates under the Employment Agreement.
(b) Mr. Kassar hereby agrees to defer
enforcement of any claim or right against the Company
relating to Section 2.2 of the Employment Agreement with
respect to all Producer's Fees (as defined in the
Employment Agreement) for any Covered Picture (as defined
in the Employment Agreement) except "Cutthroat Island"
until the date of any sale of the Company's principal
assets to a third party.
(c) Notwithstanding any other provision
of this Agreement, the waiver contained in Section 1.3(a)
above shall be null and void and of no effect if Mr.
Kassar is made a party to any action, suit or proceeding
based upon or relating to his employment with the
Company, holding of any office of the Company or any of
its subsidiaries or affiliates, service as a director of
the Company or any of its subsidiaries or affiliates or
otherwise in connection with Mr. Kassar's relationship
with the Company or any of its subsidiaries or
affiliates, or if any action (other than a proceeding to
reject the Employment Agreement or this Agreement in which
no person or entity seeks to recover any payment made to
or on behalf of Mr. Kassar hereunder) is commenced against
Mr. Kassar by or on behalf of the Company, any future
bankruptcy estate of Company, any successor to any
bankruptcy trustee pursuant to any disposition of the
Company's assets under the Bankruptcy Code, including any
person or entity appointed pursuant to Section
1123(b)(3)(B) of the Bankruptcy Code, or any creditor or
committee of creditors of the Company seeking to recover,
under any legal theory, any payment made to or on behalf
of Mr. Kassar hereunder.
2. Retention as a Consultant. The Company shall
retain Mr. Kassar, and Mr. Kassar shall serve the
Company, as an independent consultant on the terms and
conditions set forth below.
2.1 Term. The term of the consulting period
shall commence as of the Effective Date and shall expire
upon the date of any sale of the Company's principal
assets to a third party (the "Consulting Period"), unless
earlier terminated by reason of Mr. Kassar's death or
Disability (as defined in the Employment Agreement) or by
the Company for Cause (as defined in the Employment
Agreement).
2.2 Duties. During the Consulting Period, Mr.
Kassar shall provide consulting services to the Company
with respect to such matters as may arise from time to
time. Mr. Kassar shall perform such services on a
limited-time basis, and shall not be required to devote
more than such time as may be reasonably necessary to
perform his duties hereunder. In this regard, the
Company shall provide Mr. Kassar reasonable notice of
such consulting obligations and Mr. Kassar's commitments
hereunder shall be structured so as not to materially
interfere with Mr. Kassar's full or part-time employment
(or the pursuit thereof), independent business pursuits
or similar activities.
2.3 Place of Performance. Mr. Kassar may
perform his duties under this Section 2 at such locations
as are acceptable to him and the Company or by telephone
consultation. To facilitate Mr. Kassar's performance,
during the Consulting Period, the Company shall furnish
Mr. Kassar with and Mr. Kassar shall be allowed full use
of facilities and secretarial and clerical assistance at
the Company's offices of a quality, nature and to the
extent made available to senior executive employees of
the Company from time to time.
2.4 Compensation. Except as otherwise
provided herein, Mr. Kassar shall not receive any
compensation from the Company for the services to be
provided by Mr. Kassar under Section 2.2 hereof.
Notwithstanding the foregoing, to the extent Mr. Kassar
provides consulting services to the Company in addition
to those specified in Section 2.2 hereof, the Company
shall compensate Mr. Kassar for such additional services
at a rate and upon such other terms and conditions as may
be agreed upon between the Company and Mr. Kassar.
2.5 Reimbursement of Expenses. The Company
shall reimburse Mr. Kassar for reasonable business
expenses incurred in the performance of Mr. Kassar's
duties under this Section 2.
3. Promotional Services. Mr. Kassar hereby agrees
to provide promotional services to the Company on the
terms and conditions set forth below.
3.1 Duties. Mr. Kassar shall provide
promotional services to the Company in connection with
the initial foreign theatrical release of "Cutthroat
Island." Mr. Kassar shall perform such services on a
limited-time basis, and shall not be required to devote
more than such time as may be reasonably necessary to
perform such services. In this regard, the Company shall
provide Mr. Kassar reasonable notice of such obligations
and Mr. Kassar's commitments hereunder shall be
structured so as not to materially interfere with Mr.
Kassar's full or part-time employment (or the pursuit
thereof), independent business pursuits or similar
activities.
3.2 Compensation. As compensation for the
services to be performed by Mr. Kassar under Section 3.1,
Mr. Kassar shall receive on February 28, 1996 an amount
in cash equal to $250,000. The payment of such amount
shall be secured pursuant to a letter of credit, escrowed
cashier's check or other secured deferred payment
mechanism established prior to the Effective Time. The
Company acknowledges and agrees that, as of the Effective
Time, the Company has no interest in such funds and that
the sole condition to payment shall be the passage of
time. Notwithstanding the foregoing, to the extent Mr.
Kassar provides promotional services to the Company in
addition to those specified in Section 3.1, the Company
shall compensate Mr. Kassar for such additional services
at a rate and upon such other terms and conditions as may
be agreed upon between the Company and Mr. Kassar.
3.3 Reimbursement of Expenses. The Company
shall reimburse Mr. Kassar for actual expenses incurred
in the performance of Mr. Kassar's duties under this
Section 3 consistent with past practice.
4. Additional Covenants and Agreements.
4.1 Public Announcements. Each party hereto
shall consult with each other party hereto before issuing
any public statement or announcement with respect to such
other party, this Agreement or the transactions
contemplated hereby and shall not issue any such public
announcement or statement prior to such consultation,
except as may be required by law.
4.2 Confidentiality. Mr. Kassar acknowledges
that in furnishing his consulting services to the Company
he will, through the Consulting Period, come into close
contact with many confidential affairs of the Company. In
recognition of the foregoing, Mr. Kassar covenants and
agrees that he will:
(a) keep secret all material confidential
matters of the Company that are not otherwise in the
public domain and will not intentionally disclose them to
anyone outside of the Company, either during or after the
Consulting Period, except with the Company's written
consent; and
(b) deliver promptly to the Company, on
termination of the Consulting Period or at any other time
the Company may so request, at the Company's expense, all
memoranda, notes, records, reports and other documents
(and all copies thereof) relating to the Company's
business that Mr. Kassar obtained while serving or acting
on behalf of the Company that Mr. Kassar may then possess
or have under his control.
5. General.
5.1 Attorneys' Fees and Costs. In any action,
suit or proceeding brought by either party hereto with
respect to this Agreement, its subject matter or the
actions, statements or conduct of any or each of the
parties in the negotiation, execution or performance of
this Agreement, the prevailing party shall be entitled to
recover from the other party all costs and expenses
incurred in connection therewith, including but not
limited to attorneys' fees, attorneys' costs and court
costs.
5.2 Notices. All notices and other
communications hereunder shall be in writing and may be
deemed given if delivered personally or sent by certified
mail return receipt requested, telex, telegraph or
facsimile, at the address set forth below, or such
substitute address as may from time to time be designated
by like notice.
the Company: Carolco Pictures Inc.
8800 Sunset Boulevard
Los Angeles, California 90069
Mr. Kassar: Mr. Mario F. Kassar
c/o Brian J. McCarthy, Esq.
Skadden, Arps, Slate, Meagher & Flom
300 South Grand Avenue
Los Angeles, California 90071
5.3 Governing Law. This Agreement shall be
governed by, and construed in accordance with, the laws
of the State of California, without regard to the
principles of conflicts of laws thereof.
5.4 Captions. The paragraph headings
contained herein are for reference purposes only and
shall not in any way affect the meaning or interpretation
of this Agreement.
5.5 Successors. This Agreement shall be fully
effective and binding on the Company and each of its
successors in interest and assigns. This Agreement and
all rights of Mr. Kassar hereunder shall inure to the
benefit of and be enforceable by Mr. Kassar's personal or
legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees.
5.6 Modification of Agreement. No provisions
of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed
to in writing signed by Mr. Kassar and such officer of
the Company as may be specifically designated by the
Board of Directors of the Company. No waiver by either
party hereto at any time of any breach by the other party
hereto of, or compliance with, any condition or provision
of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or
subsequent time. No agreements or representations, oral
or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party
which are not set forth expressly in this Agreement.
5.7 Validity. The validity or enforceability
of any provision or provisions of this Agreement shall
not be affected by the invalidity or unenforceability of
any other provision of this Agreement, and such valid and
enforceable provisions shall remain in full force and
effect.
5.8 Counterparts. This Agreement may be
executed in one or more counterparts, each of which shall
be deemed to be an original, but all of which together
will constitute one and the same instrument.
5.9 Entire Agreement. This Agreement sets
forth the entire agreement of the parties hereto with
respect to the subject matter contained herein and
supersedes all prior agreements, promises, covenants,
arrangements, communications, representations or
warranties, whether oral or written, between the parties
with respect thereto and, except as otherwise expressly
provided herein, is not intended to confer upon any other
person any rights or remedies hereunder.
IN WITNESS WHEREOF, the parties have executed
this Agreement as of the date first above written.
CAROLCO PICTURES INC.
By:/s/ Lynwood Spinks
Name: Lynwood Spinks
Title: Executive Vice President
/s/ Mario F. Kassar
Mario F. Kassar
