SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 15
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
May 8, 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
NEW CAROLCO INVESTMENTS B.V.
(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
The Netherlands
: (7) SOLE VOTING POWER
: 0
: (8) SHARED VOTING
NUMBER OF SHARES BENEFICIALLY : 0
OWNED BY EACH REPORTING :
PERSON WITH : (9) SOLE DISPOSITIVE
: 0
:(10) SHARED DISPOSITIVE
: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES*
( )
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
(14) TYPE OF REPORTING PERSON*
CO
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
: 7,971,457
: (8) SHARED VOTING
NUMBER OF SHARES BENEFICIALLY : 0
OWNED BY EACH REPORTING :
PERSON WITH : (9) SOLE DISPOSITIVE
: 7,971,457
:(10) SHARED DISPOSITIVE
: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7,971,457
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES*
( )
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.5%
(14) TYPE OF REPORTING PERSON*
IN
This Amendment No. 15 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 and (n) Amendment No. 14 filed on August 16,
1995 (as amended, the "Schedule 13D") is being filed to
amend and supplement Items 4, 5 and 6. This Amendment
No. 15 constitutes the Final Amendment to the Schedule
13D of New CIBV.
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:
By letter dated May 8, 1995, New CIBV, among
other things, surrendered to each of the Foreign
Investors all of New CIBV's right, title and interest in
2,643,109 shares of Common Stock, and authorized such
Foreign Investor to take possession thereof from Pioneer,
as Collateral Agent, in fulfillment of all present and
future obligations and liabilities of all kinds owning to
such Foreign Investor, including, without limitation,
under the Second Amended and Restated Non-recourse
Secured Promissory Note in the principal amount of
$3,655,406 made by New CIBV in favor of such Foreign
Investor and the Amended and Restated Security and Pledge
Agreement dated as of April 30, 1993 by and between New
CIBV and such Foreign Investor. A copy of each of such
letters is attached hereto as Exhibit 14, 15 and 16,
respectively. In light of such transaction, New CIBV no
longer owns any of the outstanding voting securities of
CPI and, accordingly, New CIBV no longer considers itself
subject to the Schedule 13D filing requirements.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and supplemented as
follows:
The information set forth in Item 4 hereof is
hereby incorporated herein by reference.
New CIBV may be deemed to beneficially own no
shares of Common Stock, or 0% of the shares of Common
Stock outstanding. 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, no shares of
Common Stock.
Mr. Kassar may be deemed to beneficially own
7,971,457 shares of Common Stock that are issuable upon
the exercise of vested options or options that vest
within 60 days of May 8, 1995 in favor of Mr. Kassar, or
5.5% of the shares of Common Stock outstanding. This
percentage is based on 145,612,810 shares of Common
Stock, the aggregate of the shares of Common Stock
outstanding as of March 31, 1995 and the shares of Common
Stock that are issuable upon the exercise of vested
options or options that vest within 60 days of May 8,
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,
7,971,457 shares of Common Stock.
On each of August 31, 1994, September 30, 1994,
October 31, 1994, November 31, 1994, December 31, 1994,
January 31, 1995, February 28, 1995, March 31, 1995 and
April 30, 1995, 294,117 options in favor of Mr. Kassar
become immediately exercisable. In addition, 822,500
options in favor of Mr. Kassar became immediately
exercisable on April 20, 1995. Furthermore, CPI granted
Mr. Kassar immediately exercisable options to acquire
75,000 shares of Common Stock on December 1, 1994 for his
service as a member of the Board of Directors of CPI and
the Supervisory Committee of the Board of Directors of
CPI.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
Item 6 is hereby amended and supplemented as
follows:
The information set forth in Items 4 and 5
hereof is hereby incorporated herein by reference.
ITEM 7. INFORMATION TO BE FILED AS EXHIBITS.
Exhibit Description
13 Joint Filing Agreement between the
Reporting Persons pursuant to Rule 13d-
1(f)(1)(iii)
14 Letter dated May 8, 1995 from New Carolco
Investments B.V. to Le Studio Canal+
15 Letter dated May 8, 1995 from New Carolco
Investments B.V. to Pioneer LDCA, Inc.
16 Letter dated May 8, 1995 from New Carolco
Investments B.V. to RCS Video Services
International B.V.
SIGNATURE
After reasonalbe 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: May 12, 1995
NEW CAROLCO INVESTMENTS B.V.
By:/s/ Roberto C. Brazao Gomes
Roberto C. Brazao Gomes
Managing Director
/s/ Mario F. Kassar
Mario F. Kassar
EXHIBIT INDEX
Exhibit Description
13 Joint Filing Agreement
between the Reporting
Persons pursuant to Rule
13d-1(f)(1)(iii)
14 Letter dated May 8, 1995
from New Carolco
Investments B.V. to Le
Studio Canal+
15 Letter dated May 8, 1995
from New Carolco
Investments B.V. to Pioneer
LDCA, Inc.
16 Letter dated May 8, 1995
from New Carolco
Investments B.V. to RCS
Video Services
International B.V.
EXHIBIT 13
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: May 12, 1994
NEW CAROLCO INVESTMENTS B.V.
By: /s/ Roberto C. Brazao Gomes
Roberto C. Brazao Gomes
Managing Director
/s/ Mario F. Kassar
Mario F. Kassar
Exhibit 14
NEW CAROLCO INVESTMENTS B.V.
3016 BC ROTTERDAM
THE NETHERLANDS
May 8, 1995
Le Studio Canal+
17, rue Dumont D'Arville
75116 Paris, France
Attention: Mr. Oliver Granier
Ladies and Gentlemen:
Notice is hereby given by New Carolco
Investments B.V., a corporation organized under the laws
of The Netherlands ("New CIBV"), of a surrender of
2,643,109 shares of common stock (the "Collateral") of
Carolco Pictures Inc. ("Carolco"), which is held by
Pioneer LDCA, Inc., as Collateral Agent, in connection
with the security interest granted in the Collateral
under the terms of the Amended and Restated Security and
Pledge Agreement, dated as of April 30, 1993, by and
between New CIBV and you (the "Security Agreement").
Pursuant to the Security Agreement, New CIBV, as debtor,
granted to you, as secured party, a first priority
security interest in the Collateral as security for all
present and future obligations and liabilities of all
kinds of New CIBV to you under the Amended and Restated
Non-recourse Secured Promissory Note, dated April 30,
1993, made by New CIBV in your favor, as amended and
restated by the Second Amended and Restated Non-recourse
Secured Promissory Note, dated July 31, 1994, made by New
CIBV in your favor (the "Note"), to secure performance of
the Security Agreement.
New CIBV hereby surrenders to you all of its
right, title and interest in the Collateral, and
authorizes you to take possession thereof from the
Collateral Agent, in fulfillment of all present and
future obligations and liabilities of all kinds owing to
you, including, without limitation, under each of the
Note and the Security Agreement. In connection
therewith, enclosed is a stock power executed in blank to
transfer the Collateral into your name on the share
register of Carolco.
New CIBV hereby waives all rights to the
Collateral, including, without limitation, all rights (i)
to redeem the Collateral, (ii) to excess proceeds
thereof, (iii) in connection with the any sale of the
Collateral and (iv) with respect to the transfer of the
Collateral into your name.
Upon the receipt by New CIBV of the Note marked
"Cancelled," New CIBV shall instruct Carolco's transfer
agent to re-register the Collateral in your name.
Very truly yours,
NEW CAROLCO INVESTMENTS B.V.
By: /s/ Roberto C. Brazao Gomes
Roberto C. Brazao Gomes
Managing Director
cc: Coudert Brothers
1055 West Seventh Street, 20th Floor
Los Angeles, California 90071
Attention: John St. Clair, Esq.
Exhibit 15
NEW CAROLCO INVESTMENTS B.V.
3016 BC ROTTERDAM
THE NETHERLANDS
May 8, 1995
Pioneer LDCA, Inc.
2265 East 220th Avenue
Long Beach, California 90801
Attention: Tetsuro Kudo
Ladies and Gentlemen:
Notice is hereby given by New Carolco
Investments B.V., a corporation organized under the laws
of The Netherlands ("New CIBV"), of a surrender of
2,643,109 shares of common stock (the "Collateral") of
Carolco Pictures Inc. ("Carolco"), which is held by
Pioneer LDCA, Inc., as Collateral Agent, in connection
with the security interest granted in the Collateral
under the terms of the Amended and Restated Security and
Pledge Agreement, dated as of April 30, 1993, by and
between New CIBV and you (the "Security Agreement").
Pursuant to the Security Agreement, New CIBV, as debtor,
granted to you, as secured party, a first priority
security interest in the Collateral as security for all
present and future obligations and liabilities of all
kinds of New CIBV to you under the Amended and Restated
Non-recourse Secured Promissory Note, dated April 30,
1993, made by New CIBV in your favor, as amended and
restated by the Second Amended and Restated Non-recourse
Secured Promissory Note, dated July 31, 1994, made by New
CIBV in your favor (the "Note"), to secure performance of
the Security Agreement.
New CIBV hereby surrenders to you all of its
right, title and interest in the Collateral, and
authorizes you to take possession thereof from the
Collateral Agent, in fulfillment of all present and
future obligations and liabilities of all kinds owing to
you, including, without limitation, under each of the
Note and the Security Agreement. In connection
therewith, enclosed is a stock power executed in blank to
transfer the Collateral into your name on the share
register of Carolco.
New CIBV hereby waives all rights to the
Collateral, including, without limitation, all rights (i)
to redeem the Collateral, (ii) to excess proceeds
thereof, (iii) in connection with the any sale of the
Collateral and (iv) with respect to the transfer of the
Collateral into your name.
Upon the receipt by New CIBV of the Note marked
"Cancelled," New CIBV shall instruct Carolco's transfer
agent to re-register the Collateral in your name.
Very truly yours,
NEW CAROLCO INVESTMENTS B.V.
By: /s/ Roberto C. Brazao Gomes
Roberto C. Brazao Gomes
Managing Director
cc: Pioneer LDC, Inc.
Arco Tower, 8-1
Shimomeghio 1-Chome
Meguro-ku
Tokyo 153, Japan
Attention: Ryoichi Noda
Pryor, Cashman, Sherman & Flynn
410 Park Avenue
New York, New York 10022
Attention: Blake Hornick, Esq.
Pioneer LDCA, Inc.
Page 14
Exhibit 16
NEW CAROLCO INVESTMENTS B.V.
3016 BC ROTTERDAM
THE NETHERLANDS
May 8, 1995
RCS Video International
Services B.V.
Museumplein II
1071 DJ Amsterdam
The Netherlands
Ladies and Gentlemen:
Notice is hereby given by New Carolco
Investments B.V., a corporation organized under the laws
of The Netherlands ("New CIBV"), of a surrender of
2,643,109 shares of common stock (the "Collateral") of
Carolco Pictures Inc. ("Carolco"), which is held by
Pioneer LDCA, Inc., as Collateral Agent, in connection
with the security interest granted in the Collateral
under the terms of the Amended and Restated Security and
Pledge Agreement, dated as of April 30, 1993, by and
between New CIBV and you (the "Security Agreement").
Pursuant to the Security Agreement, New CIBV, as debtor,
granted to you, as secured party, a first priority
security interest in the Collateral as security for all
present and future obligations and liabilities of all
kinds of New CIBV to you under the Amended and Restated
Non-recourse Secured Promissory Note, dated April 30,
1993, made by New CIBV in your favor, as amended and
restated by the Second Amended and Restated Non-recourse
Secured Promissory Note, dated July 31, 1994, made by New
CIBV in your favor (the "Note"), to secure performance of
the Security Agreement.
New CIBV hereby surrenders to you all of its
right, title and interest in the Collateral, and
authorizes you to take possession thereof from the
Collateral Agent, in fulfillment of all present and
future obligations and liabilities of all kinds owing to
you, including, without limitation, under each of the
Note and the Security Agreement. In connection
therewith, enclosed is a stock power executed in blank to
transfer the Collateral into your name on the share
register of Carolco.
New CIBV hereby waives all rights to the
Collateral, including, without limitation, all rights (i)
to redeem the Collateral, (ii) to excess proceeds
thereof, (iii) in connection with the any sale of the
Collateral and (iv) with respect to the transfer of the
Collateral into your name.
Upon the receipt by New CIBV of the Note marked
"Cancelled," New CIBV shall instruct Carolco's transfer
agent to re-register the Collateral in your name.
Very truly yours,
NEW CAROLCO INVESTMENTS B.V.
By: /s/ Roberto C. Brazao Gomes
Roberto C. Brazao Gomes
Managing Director
cc: Affari Legali e Societari
Rizzoli
Corso Garibaldi 86
20121 Milan Italy
Werbel McMillin & Carnelutti
711 Fifth Avenue
New York, New York 10022
Attention: Paul D. Downs, Esq.
