SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 28, 1995
CAROLCO PICTURES INC.
(Exact name of registrant as specified in its charter)
Delaware 1-9264 95-406437
(State or other (Commission (I.R.S. Employer
jurisdiction of Incorporation) File Number) Identification No.)
8800 Sunset Boulevard, Los Angeles, California 90069
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (310) 859-8800
N/A
(Former name or former address, if changed since last report)
Exhibit Index at page 5
Item 5. Other Events.
Carolco Pictures Inc. (the "Company"), certain of the Company's subsidiaries
and Credit Lyonnais Bank Nederland N.V. ("CLBN") entered into a September 1995
Amendment to Revolving Credit Loan Agreement and Security Assignment dated as of
September 28, 1995, pursuant to which CLBN agreed to extend the maturity date of
the Company's credit facility with CLBN acting as agent and lender (the "Credit
Facility") from September 29, 1995 to November 10, 1995. In conjunction with
the extension, the Company paid $7,500,000 of the $14,000,000 principal amount
then outstanding under the Credit Facility. In addition, as requested by CLBN,
the Company and its subsidiary, Carolco International Inc., took certain
additional actions to ensure that CLBN's security interests in its collateral
are perfected, which actions included, among others, executing stock pledge
agreements covering additional subsidiary stock.
In addition, the Company announced on October 13, 1995, that it will not
make the interest payments on its 11.5%/10% Reducing Rate Senior Notes due 2000
and on its 13%/12% Reducing Rate Senior Subordinated Notes due 1999 on the
October 15 due back. A failure by the Company to make the interest payments on
the notes within the 30 day grace period provided in the respective indentures
governing the notes will constitute a default under such indentures.
As previously stated in the Company's Form 10-Q for the quarterly period
ended June 30, 1995, in order for it to continue to operate as a going concern,
the Company is currently considering a plan to sell certain assets; identify
and secure new equity investments and/or sources of financing; negotiate more
advantageous distribution arrangements; and restructure its outstanding
obligations either outside or within a Chapter 11 bankruptcy. If the Company is
unable to successfully accomplish one or more of these options, or implement
similar strategies, it will be unable to continue as a going concern.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
The Exhibits listed below are filed as part of this Report.
Exhibit No. Description of Exhibit
10.1 September 1995 Amendment to Revolving Credit
Loan Agreement and Security Assignment dated as
of September 28, 1995 by and among Carolco
International Inc., Carolco Pictures Inc., Anabasis
B.V., Anabasis Investments N.V., Carolco do Brasil
LTDA, Carolco Films International Limited,
Carolco Production Services Inc., Carolco Service
Inc., International Production Services Inc. and
Credit Lyonnais Bank Nederland N.V.
99.1 Press Release dated October 2, 1995.
99.2 Press Release dated October 13, 1995
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CAROLCO PICTURES INC.
By: /s/ Karen A. Taylor
Karen A. Taylor
Senior Vice President and
Acting Chief Financial Officer
Date: October 13, 1995
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
10.1 September 1995 Amendment to Revolving Credit
Loan Agreement and Security Assignment dated as
of September 28, 1995 by and among Carolco
International Inc., Carolco Pictures Inc., Anabasis
B.V., Anabasis Investments N.V., Carolco do Brasil
LTDA, Carolco Films International Limited,
Carolco Production Services Inc., Carolco Service
Inc., International Production Services Inc. and
Credit Lyonnais Bank Nederland N.V.
99.1 Press Release dated October 2, 1995.
99.2 Press Release dated October 13, 1995.
SEPTEMBER 1995 AMENDMENT TO REVOLVING CREDIT
LOAN AGREEMENT AND SECURITY ASSIGNMENT
THIS SEPTEMBER 1995 AMENDMENT TO REVOLVING CREDIT LOAN
AGREEMENT AND SECURITY ASSIGNMENT (this "Amendment") is entered into as of
September 28, 1995 by and among CAROLCO INTERNATIONAL INC., a Delaware
corporation formerly known as Carolco International N.V. (the "Borrower"),
CAROLCO PICTURES INC., a Delaware corporation (the "Principal Guarantor"),
ANABASIS B.V., a Netherlands corporation ("Anabasis B.V."), ANABASIS INVESTMENTS
N.V., a Netherlands Antilles corporation ("Anabasis N.V."), CAROLCO DO BRASIL
LTDA, a corporation organized under the laws of Brazil ("Carolco Brasil"),
CAROLCO FILMS INTERNATIONAL LIMITED, a corporation organized under the laws of
the United Kingdom ("Carolco Films"), CAROLCO PRODUCTION SERVICES INC., a
California corporation ("Carolco Production"), CAROLCO SERVICE INC., a Delaware
corporation ("Carolco Service"), INTERNATIONAL PRODUCTION SERVICES INC., a
Delaware corporation (and together with Anabasis B.V., Anabasis N.V., Carolco
Brasil, Carolco Films, Carolco Production and Carolco Service, collectively the
"Affiliate Corporations"), and CREDIT LYONNAIS BANK NEDERLAND N.V. ("CLBN"),
with reference to the following facts:
A. The Borrower, the Principal Guarantor, the Affiliate Corporations
and CLBN have heretofore entered into that certain Revolving Credit Loan
Agreement and Security Assignment dated June 18, 1987, as amended from time to
time (as so amended, the "Loan Agreement"). All capitalized terms not otherwise
defined herein shall have the same meanings as ascribed thereto in the Loan
Agreement.
B. The Borrower has requested that CLBN agree to extend the Final
Repayment Date to November 10, 1995.
C. CLBN is willing to grant the Borrower's request only on the terms
and conditions set forth in this Amendment.
NOW, THEREFORE, in consideration of the premises contained herein, the
Borrower, the Principal Guarantor, the Affiliate Corporations, and CLBN hereby
agree as follows:
SECTION 1. MODIFICATION TO THE LOAN AGREEMENT
The definition of "Final Repayment Date" contained in Section 1 of the
Loan Agreement is hereby amended by deleting the date "September 29, 1995" and
substituting therefor "November 10, 1995."
SECTION 2. OUTSTANDING LOAN.
After giving effect to the $7,500,000 principal Loan payment made by
the Borrower to CLBN on or about October 2, 1995, the parties hereto acknowledge
and agree that the outstanding principal amount of the Loan (as of October 3,
1995) is $6,500,000.
SECTION 3. MISCELLANEOUS
3.1 This Amendment may be executed in any number of counterparts, and
by the parties hereto in separate counterparts, each of which when so executed
and delivered shall be deemed an original, but all such counterparts together
shall constitute but one and the same instrument.
3.2 It is hereby agreed that, except as expressly provided herein,
(i) this Amendment does not in any way affect or impair the terms and conditions
of the Loan Agreement or any of the other agreements, documents or instruments
executed in connection therewith by any of the undersigned in favor of CLBN (the
Loan Agreement and all such other agreements, documents and instruments are
collectively referred to as the "Loan Documents"), and all terms and conditions
of the Loan Documents are to remain in full force and effect except as
specifically amended pursuant to Section 1 of this Amendment, (ii) the
execution, delivery and performance of this Amendment shall not, except as
expressly provided herein, constitute an amendment, modification or waiver of
any provision of, or operate as a waiver of any right, power or remedy of CLBN
under, any of the Loan Documents, and (iii) each of the Borrower, the Principal
Guarantor and the Affiliate Corporations hereby ratifies and confirms each and
every one of the Loan Documents to which it is a party and acknowledges and
agrees that each and every one of such Loan Documents shall continue in full
force and effect, and that all of its obligations thereunder shall be valid and
enforceable. Furthermore, each of the Borrower, the Principal Guarantor and the
Affiliate Corporations hereby acknowledges and agrees that except as
specifically provided herein, CLBN has not agreed (or made any representation or
warranty) to further extend the Final Repayment Date or lend any funds to the
Borrower.
3.3 This Amendment and the rights and obligations of the parties
hereto and all other aspects hereof shall be deemed to be made under, shall be
governed by, and shall be construed and enforced in accordance with, English
law.
3.4 The Borrower acknowledges that all costs and expenses of CLBN and
its counsel incurred in connection with the preparation, execution and delivery
of this Amendment and all other documents delivered pursuant hereto or
contemplated hereby and the transaction contemplated hereby shall be for the
account of the Borrower.
3.5 Section and subsection headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose or be given any substantive effect.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Amendment as of the date first set forth above.
CAROLCO INTERNATIONAL INC.,
a Delaware corporation (formerly
known as Carolco International N.V.)
By: /s/ Lynwood Spinks
Its: Executive Vice President
CAROLCO PICTURES INC.,
a Delaware corporation
By: /s/ Lynwood Spinks
Its: Chief Operating Officer
ANABASIS B.V.,
a Netherlands corporation
By: /s/ Hans J. Schutte
Its: Attorney-in-Fact
ANABASIS INVESTMENTS N.V.,
a Netherlands Antilles corporation
By: /s/ Roberto C. Gomes
Its: Managing Director
CAROLCO DO BRASIL LTDA,
a corporation organized under
the laws of Brazil
By: /s/ Manoel J. Pereira dos Santos
Its: Delegate Manager
CAROLCO FILMS INTERNATIONAL LIMITED,
a corporation organized under
the laws of the United Kingdom
By: /s/ Lynwood Spinks
Its: Managing Director
CAROLCO PRODUCTION SERVICES INC.,
a California corporation
By: /s/ Lynwood Spinks
Its: President
CAROLCO SERVICE INC.,
a Delaware corporation
By: /s/ Lynwood Spinks
Its: Executive Vice President
INTERNATIONAL PRODUCTION SERVICES INC.,
a Delaware corporation
By: /s/ Lewis Weakland
Its: President
<PAGE>
CREDIT LYONNAIS BANK NEDERLAND N.V.,
a Netherlands limited liability company
By: /s/ A. H. M. Faase
Its: E. B. D. Senior Account Officer
By: /s/ H.J.B. deKeijcer
Its: E. B. D. Vice President
<PAGE>
ACKNOWLEDGMENT AND CONSENT
Each of the undersigned hereby:
1. Acknowledges that it has reviewed the terms and provisions of the
September 1995 Amendment To Revolving Credit Loan Agreement and Security
Assignment (the "Amendment") to which this Acknowledgment and Consent is
attached and consents to its terms.
2. Acknowledges and agrees that notwithstanding anything to the
contrary contained in any agreements, instruments or other documents executed
(pursuant to and/or in connection with the Loan Agreement) by one or more of the
undersigned in favor of CLBN (collectively, the "Loan Documents"), each of the
undersigned hereby ratifies and confirms each and every one of the Loan
Documents to which it is a party and acknowledges and agrees that each and every
one of the Loan Documents to which it is a party or by which it is otherwise
bound shall continue in full force and effect and that all of its obligations
thereunder shall be valid and enforceable and shall not be impaired or affected
in any manner by the execution or effectiveness of the Amendment or this
Acknowledgment and Consent.
3. Acknowledges and agrees that it has been informed by CLBN that
the execution and delivery of this Acknowledgment and Consent constitutes a
material inducement upon which CLBN has relied, is relying and will rely in
connection with the entry by CLBN into the Amendment.
CAROLCO TELEVISION INC.,
(formerly known as Orbis
Communications Inc.)
By: /s/ Lynwood Spinks
Its: President
BASIC INST INC.
By: DISSOLVED
Its:
CAROLCO STUDIOS INC.,
a Delaware corporation
By: /s/ Lynwood Spinks
Its: President
CAROLCO STUDIOS INC.,
a North Carolina corporation
By: /s/ Lynwood Spinks
Its: President
COMPLETE FILM CORPORATION INC.
By: /s/ Lynwood Spinks
Its: Vice President
DEADLY INC.
By: DISSOLVED
Its:
DOORS PROJECT INC.
By: DISSOLVED
Its:
FINAL WARNING INC.
By: DISSOLVED
Its:
L. A. STORY INC.
By: DISSOLVED
Its:
SEVEN ARTS FILM DISTRIBUTION INC.
By: DISSOLVED
Its:
SLT PRODUCTIONS INC.
By: DISSOLVED
Its:
T-2 PRODUCTIONS INC.
By: DISSOLVED
Its:
EXECUTIVE AIR LEASING
By: DISSOLVED
Its:
CAROLCO NOMINEE B.V.
By: /s/ Lynwood Spinks
Its: Managing Director
RNA_D412.CLB
FOR IMMEDIATE RELEASE Contact: Mitch Stoller
Burson-Marsteller
(212) 614-5122
CAROLCO PICTURES REPORTS BANK LOAN EXTENSION
LOS ANGELES, October 2, 1995 -- Carolco Pictures Inc. announced today that
Credit, Lyonnais Bank Nederland N.V. ("CLBN") has agreed to extend the maturity
date of its credit facility with Carolco to November 10, 1995. The CLBN credit
facility was scheduled to mature September 29. In conjunction with such
extension, Carolco made a partial payment of the amount outstanding under the
CLBN credit facility.
As previously announced, Carolco is currently considering a plan to sell
certain assets; identify and secure new equity investments and/or sources of
financing; negotiate more advantageous distribution arrangements; and
restructure its outstanding obligations either outside or within a Chapter 11
Bankruptcy. If Carolco is unable to successfully accomplish one or more of
these options, or implement similar strategies, it will be unable to continue as
a going concern.
Carolco is a diversified entertainment company engaged in the financing,
production and leasing of motion picture properties worldwide.
# # # #
FOR IMMEDIATE RELEASE Contact: Mitch Stoller
Burson-Marsteller
(212) 614-5122
CAROLCO PICTURES REPORTS BANK LOAN EXTENSION
LOS ANGELES, October 2, 1995 -- Carolco Pictures Inc. announced today that
Credit Lyonnais Bank Nederland N.V. ("CLBN") has agreed to extend the maturity
date of its credit facility with Carolco to November 10, 1995. The CLBN credit
facility was scheduled to mature September 29. In conjunction with such
extension, Carolco made a partial payment of the amount outstanding under the
CLBN credit facility.
As previously announced, Carolco is currently considering a plan to sell
certain assets; identify and secure new equity investments and/or sources of
financing; negotiate more advantageous distribution arrangements; and
restructure its outstanding obligations either outside or within a Chapter 11
Bankruptcy. If Carolco is unable to successfully accomplish one or more of
these options, or implement similar strategies, it will be unable to continue
as a going concern.
Carolco is a diversified entertainment company engaged in the financing,
production and leasing of motion picture properties worldwide.
# # # #
