SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 2)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
PANAVISION INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
69830E 209
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(CUSIP Number)
Barry F. Schwartz, Esq.
MacAndrews & Forbes Holdings Inc.
35 East 62nd Street
New York, New York 10021
(212) 572-8600
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
Copy to:
Alan C. Myers, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
February 1, 1999
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(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 Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box |_|
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
(Continued on following pages)
CUSIP No. 69830E 209 13D Page 2 of 7 Pages
- ------------------------------- ---------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
PX Holding Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7. SOLE VOTING POWER -0-
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 7,310,239
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER -0-
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 7,310,239
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,310,239
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
90.75%
14. TYPE OF REPORTING PERSON
CO
CUSIP No. 69830E 209 13D Page 3 of 7 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Mafco Holdings Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7. SOLE VOTING POWER -0-
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 7,310,239
OWNED BY
EACH
REPORTING 9. SOLE DISPOSITIVE POWER -0-
PERSON
WITH 10 SHARED DISPOSITIVE POWER 7,310,239
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,310,239
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
90.75%
14. TYPE OF REPORTING PERSON
CO
Item 1. Security and Issuer.
This statement relates to the shares of common stock, par value
$.01 per share (the "Common Stock"), of Panavision Inc., a Delaware
corporation (the "Company"). The Company has its principal executive
offices at 6219 DeSoto Avenue, Woodland Hills, California 91367.
Item 2. Identity and Background.
This statement is being filed by (i) Mafco Holdings Inc., a
corporation organized under the laws of the state of Delaware ("Mafco"),
the sole stockholder of which is Ronald O. Perelman and (ii) PX Holding
Corporation, a wholly owned subsidiary of Mafco and a corporation organized
under the laws of the state of Delaware ("PX Holding" and together with and
Mafco, the "Reporting Persons") with respect to shares of Common Stock
beneficially owned by the Reporting Persons. Mafco is a diversified holding
company.
The business address of the Reporting Persons is 35 East 62nd
Street, New York, New York 10021.
To the knowledge of the Reporting Persons, during the last five
years neither the Reporting Persons nor, to the best of their knowledge,
any of the persons listed on Schedule I, has been (i) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) 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 judgement, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Persons have purchased 1,526,040 shares of Common
Stock (the "Warburg Shares") from Warburg, Pincus Capital Company, L.P., a
Delaware limited partnership ("Warburg") at a price of $23.34 per share.
The purchase price for such shares totaled approximately $35.6 million. The
funds used to purchase the Warburg Shares came from resources available to
Mafco.
Item 4. Purpose of Transaction.
As previously reported, Mafco, the Company and Warburg entered
into the Voting and Stockholders Agreement, dated December 18, 1997, as
amended and restated on April 16, 1998 (the "Stockholders Agreement").
Pursuant to the Stockholders Agreement, Mafco had an option to purchase
(the "Mafco Option") at $30.00 per share of Common Stock, the Warburg
Shares from Warburg and Warburg had an option to sell (the "Warburg
Option") at $25.00 per share of Common Stock, the Warburg Shares. Each such
option was exercisable in whole, but not in part, during the period
beginning on June 4, 1999 and ending on June 4, 2000. On February 1, 1999,
PX Holding and Warburg entered into a stock purchase agreement (the "Stock
Purchase Agreement"), pursuant to which (i) the provisions of the
Stockholders Agreement relating to the Mafco Option and the Warburg Option
were terminated and (ii) PX Holding agreed to purchase and Warburg agreed
to sell the Warburg Shares at a price of $23.34 per share (the "Stock
Purchase"), or an aggregate of approximately $35.6 million. The closing of
the Stock Purchase took place on February 1, 1999.
The Stock Purchase Agreement is attached hereto as Exhibit II and is
incorporated herein by reference in its entirety. The foregoing summary of
the Stock Purchase Agreement does not purport to be complete and is
qualified in its entirety by reference to such exhibit.
The Reporting Persons do not have any plans or proposals, other than
those described in the preceding paragraphs, which relate to or would
result in any of the actions or transactions specified in clauses (a)
through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the
right to acquire or dispose of Common Stock, or to formulate other
purposes, plans or proposals regarding the Company or the Common Stock held
by the Reporting Persons to the extent deemed advisable in light of general
investment policies, market conditions and other factors.
Item 5. Interest in Securities of the Issuer.
(a)-(b) As of January 30, 1999, based upon information provided by
the Company, there were 8,055,619 shares of Common Stock outstanding, of
which, as a result of the acquisition of the Warburg Shares, the Reporting
Persons may be deemed to have beneficial ownership of 90.75% of the Common
Stock then outstanding.
Except as otherwise set forth in the table below, neither the
Reporting Persons nor, to the knowledge of the Reporting Persons, any of
the persons listed on Schedule I hereto beneficially own any shares of
Common Stock:
Date Individual Nature of Transaction # Shares Price per Share
- ------ ---------- --------------------- -------- ---------------
6/8/98 H. Gittis Purchase through broker 5,000 $ 26.9875
(c) Other than the transactions described in Item 4 of this Schedule
13D, there were no transactions by the Reporting Persons nor, to the
knowledge of the Reporting Persons, any of the persons listed on Schedule I
hereto during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
See Item 4, above. Except as provided in Stock Purchase
Agreement or as set forth herein, to the best of the Reporting Persons'
knowledge, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 or
between such persons and any other person with respect to any securities of
the Company, including but not limited to transfer or voting of any such
securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or loss, or the
giving or withholding of proxies. The shares of Company Common Stock owned
by the Reporting Persons are, and shares of intermediate holding companies
may from time to time be, pledged to secure obligations.
Item 7. Material to be Filed as Exhibits.
Exhibit I - Agreement pursuant to Rule 13d-1(k) filed
herewith.
Exhibit II - Stock Purchase Agreement, by and
between Warburg, Pincus Capital
Company, L.P. and PX Holding
Corporation, dated as of February 1, 1999.
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.
Date: February 3, 1999
MAFCO HOLDINGS INC.
By: /s/ Glenn P. Dickes
--------------------
Name: Glenn P. Dickes
Title: Vice President
PX HOLDING CORPORATION
By: /s/ Glenn P. Dickes
-------------------
Name: Glenn P. Dickes
Title: Vice President
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
Mafco Holdings Inc.
Set forth below is each director and executive officer of Mafco
Holdings Inc. Unless otherwise indicated each person identified below is
principally employed by Mafco Holdings Inc. The principal address of Mafco
Holdings Inc. and, unless otherwise indicated below, the current business
address for each individual listed below is 35 East 62nd Street, New York,
New York 10021. Each such person is a citizen of the United States.
Name and Address Present Principal Occupation or Employment
Ronald O. Perelman Director, Chairman and Chief Executive
Officer
Donald G. Drapkin Director and Vice Chairman
Irwin Engelman Executive Vice President and Chief
Financial Officer
Howard Gittis Director and Vice Chairman
James R. Maher Director and President
Barry F. Schwartz Executive Vice President and General
Counsel
DIRECTORS AND EXECUTIVE OFFICERS OF
PX Holding Corporation
Set forth below is each director and executive officer of PX
Holding Corporation. The principal address of PX Holding Corporation and
the current business address for each individual listed below is 35 East
62nd Street, New York, New York 10021. Each such person is a citizen of the
United States.
Ronald O. Perelman Director, Chairman of the Board and Chief
Executive Officer
Howard Gittis Director and Vice Chairman
Irwin Engelman Executive Vice President and Chief
Financial Officer
Barry F. Schwartz Executive Vice President and General
Counsel
EXHIBIT I: Agreement pursuant to Rule 13d-1(k) filed herewith
Pursuant to Rule 13d-1(k) of Regulation 13D-G of the General Rules
and Regulations of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, the undersigned agree that the
statement to which this Exhibit is attached is filed on behalf of each of
them in the capacities set forth below.
MAFCO HOLDINGS INC.
By: /s/ Glenn P. Dickes
--------------------
Name: Glenn P. Dickes
Title: Vice President
PX HOLDING CORPORATION
By: /s/ Glenn P. Dickes
---------------------
Name: Glenn P. Dickes
Title: Vice President
EXHIBIT II
STOCK PURCHASE AGREEMENT,
BY AND BETWEEN
WARBURG, PINCUS CAPITAL COMPANY, L.P.
AND PX HOLDING CORPORATION,
DATED AS OF FEBRUARY 1, 1999
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT, dated as of February 1, 1999
("Agreement"), by and between PX Holding Corporation, a Delaware
corporation ("Purchaser") and Warburg, Pincus Capital Company, L.P., a
Delaware limited partnership ("Seller").
WHEREAS, the Seller beneficially owns 1,526,040 shares of common
stock, par value $.01 per share ("Company Common Stock"), of Panavision,
Inc.. ("Company"); and
WHEREAS, the Seller wishes to sell to the Purchaser, and the
Purchaser wishes to purchase from the Seller, upon the terms and conditions
hereinafter set forth herein, all of the Company Common Stock beneficially
owned by the Seller.
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises, representations, warranties, and agreements contained herein, the
parties hereto, intending to be legally bound hereby, agree as follows:
ARTICLE 1. PURCHASE AND SALE OF THE SHARES
Section 1.1 Purchase and Sale of the Shares. Upon the terms and
subject to the conditions of this Agreement, at the Closing (as defined
below in Section 1.3), the Seller shall sell, convey, assign, transfer and
deliver to the Purchaser and the Purchaser shall purchase, acquire and
accept from the Seller 1,526,040 shares of Company Common Stock ("Shares").
Section 1.2 Purchase Price. The purchase price for the Shares is
$23.34 per share of Company Common Stock, or an aggregate purchase price of
$35,617,773.60 ("Purchase Price").
Section 1.3 Closing. Upon the terms and subject to the conditions
of this Agreement, the consummation of the transactions contemplated by
this Agreement ("Closing") will take place on Monday, February 1, 1999, at
10:00 a.m., New York City time, at the offices of Skadden, Arps, Slate,
Meagher & Flom LLP, 919 Third Avenue, New York, New York, or at such other
time or such other place as shall be agreed upon by the parties. The date
on which the Closing occurs is hereinafter referred to as the "Closing
Date."
Section 1.4 Delivery by the Seller. At the Closing, the Seller
shall deliver or cause to be delivered to the Purchaser a stock certificate
or certificates representing the Shares purchased by the Purchaser pursuant
to this Agreement, accompanied by a stock power or powers duly executed in
blank.
Section 1.5 Delivery by the Purchaser. At the Closing, the
Purchaser shall deliver or cause to be delivered to the Seller the Purchase
Price payable by wire transfer in immediately available funds to an account
specified in writing by the Seller.
ARTICLE 2. REPRESENTATIONS AND WARRANTIES OF THE SELLER
Section 2.1 Ownership of Shares. The Seller is the beneficial
owner, and has sole power to vote and dispose, of the Shares. On the date
hereof, the Shares constitute all of the outstanding shares of Company
Common Stock owned of record or beneficially by the Seller.
Section 2.2 Authorization; Validity of Agreement; Necessary Action.
The Seller has all necessary power and authority to execute and deliver
this Agreement and to consummate the transactions contemplated hereby. The
execution, delivery and performance by the Seller of this Agreement and the
consummation by the Seller of the transactions contemplated hereby have
been duly and validly authorized. This Agreement has been duly executed
and delivered by the Seller, and constitutes a valid and binding obligation
of the Seller, enforceable against it in accordance with its terms, except
that (i) such enforcement may be subject to applicable bankruptcy,
insolvency or other similar laws, now or hereafter in effect, affecting
creditors' rights generally, and (ii) the remedy of specific performance
and injunctive and other forms of equitable relief may be subject to
equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought.
Section 2.3 No Violations. (a) (i) No filing with, and no permit,
authorization, consent or approval of, any state or federal public body or
authority is necessary for the execution of this Agreement by the Seller
and the consummation by the Seller of the transactions contemplated hereby
and (ii) neither the execution and delivery of this Agreement by the Seller
does, nor the consummation by the Seller of the transactions contemplated
hereby nor compliance by the Seller with any of the provisions hereof will
(x) conflict with or result in any breach of any applicable partnership
agreement or other agreements or organizational documents applicable to the
Seller, (y) result in a violation or breach of, or constitute (with or
without notice or lapse of time or both) a default (or give rise to any
third party right of termination, cancellation, material modification or
acceleration) under any of the terms, conditions or provisions of any note,
bond, mortgage, indenture, license, contract, commitment, arrangement,
understanding, agreement or other instrument or obligation of any kind to
which the Seller is a party or by which the Seller or any of its properties
or assets may be bound or (z) violate any order, writ, injunction, decree,
judgment, statute, rule or regulation applicable to the Seller or any of
its properties or assets.
(b) The Shares and the certificates representing such Shares are held
by the Seller, or by a nominee or custodian for the benefit of the Seller,
free and clear of all liens, claims, security interests, proxies, voting
trusts or agreements, understandings or arrangements or any other
encumbrances whatsoever. Seller currently has, and on the Closing Date
shall sell, assign, transfer and deliver to the Purchaser at the Closing,
and the Purchaser shall receive at the Closing, good, valid and marketable
title to the Company Common Stock.
ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
Section 3.1 Organization. The Purchaser is a corporation duly
organized, validly existing and in good standing under the laws of the
State of Delaware.
Section 3.2 Authorization; Validity of Agreement; Necessary Action.
The Purchaser has all necessary power and authority to execute and deliver
this Agreement and to consummate the transactions contemplated hereby. The
execution, delivery and performance by the Purchaser of this Agreement and
the consummation by the Purchaser of the transactions contemplated hereby
have been duly and validly authorized. This Agreement has been duly
executed and delivered by the Purchaser, and constitutes a valid and
binding obligation of the Purchaser, enforceable against it in accordance
with its terms, except that (i) such enforcement may be subject to
applicable bankruptcy, insolvency or other similar laws, now or hereafter
in effect, affecting creditors, rights generally, and (ii) the remedy of
specific performance and injunctive and other forms of equitable relief may
be subject to equitable defenses and to the discretion of the court before
which any proceeding therefor may be brought.
Section 3.3 No Violations. (i) No filing with, and no permit,
authorization, consent or approval of, any state or federal public body or
authority is necessary for the execution of this Agreement by the Purchaser
and the consummation by it of the transactions contemplated hereby; and
(ii) neither the execution and delivery of this Agreement by the Purchaser
does, nor the consummation by it of the transactions contemplated hereby
nor compliance by it with any of the provisions hereof will (x) conflict
with or result in any breach of any organizational documents of the
Purchaser, (y) result in a violation or breach of, or constitute (with or
without notice or lapse of time or both) a default (or give rise to any
third party right of termination, cancellation, material modification or
acceleration) under any of the terms, conditions or provisions of any note,
bond, mortgage, indenture, license, contract, commitment, arrangement,
understanding, agreement or other instrument or obligation of any kind to
which the Purchaser is a party or by which the Purchaser or any of its
properties or assets may be bound or (z) violate any order, writ,
injunction, decree, judgment, statute, rule or regulation applicable to the
Purchaser or any of its properties or assets.
ARTICLE 4. CONDITIONS TO THE OBLIGATIONS OF BOTH PARTIES
The respective obligation of each party to effect the transactions
contemplated by this Agreement shall be subject to the satisfaction or
waiver, at or prior to the Closing, of the following conditions:
Section 4.1 Accuracy of Representations and Warranties. The
representations and warranties of the Seller or the Purchaser, as the case
may be, in this Agreement shall be true and correct as of the date hereof
and at and as of the Closing with the same effect as though such
representations and warranties had been made at and as of such time.
Section 4.2 No Prohibition. No court, arbitrator or governmental
body, agency or official shall have issued any order, decree or ruling
(which shall not have been stayed or suspended pending appeal) and there
shall not be any effective statute, rule or regulation, restraining,
enjoining or prohibiting the Closing.
ARTICLE 5. MISCELLANEOUS
Section 5.1 Survival. All representation and warranties contained
herein shall survive the Closing.
Section 5.2 Entire Agreement; Assignment. This Agreement (i)
constitutes the entire agreement between the parties with respect to the
subject matter hereof and supersedes all other prior agreements and
understandings, both written and oral, between the parties with respect to
the subject matter hereof and (ii) shall not be assigned by operation of
law or otherwise without the prior written consent of the other party
(except that the Purchaser may assign its rights, interests and obligations
to any of its affiliates without the consent of the Seller provided no such
assignment shall relieve the Purchaser of any liability for any breach by
such assignee). Sections 3 and 4 of the Voting and Stockholders Agreement,
dated as of December 18, 1997, as amended and restated, among the Seller,
the Company and the Purchaser ("Stockholders Agreement") shall become null
and void upon the Closing hereunder.
Section 5.3 Amendments. This Agreement may not be modified,
amended, altered or supplemented, except upon the execution and delivery of
a written agreement executed by the parties hereto.
Section 5.4 Notices. All notices, requests, claims, demands and
other communications hereunder shall be in the manner set forth in the
Stockholders Agreement.
Section 5.5 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, regardless
of the laws that might otherwise govern under applicable principles of
conflicts of laws thereof.
Section 5.6 Enforcement. The parties agree that irreparable damage
would occur in the event that any of the provisions of this Agreement were
not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that the parties shall be entitled to
an injunction or injunctions to prevent breaches of this Agreement and to
enforce specifically the terms and provisions of this Agreement.
Section 5.7 Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed to be an original, but
both of which shall constitute one and the same Agreement.
Section 5.8 Descriptive Headings. The descriptive headings used
herein are inserted for convenience of reference only and are not intended
to be part of or to affect the meaning or interpretation of this Agreement.
Section 5.9 Adjustment Upon Changes in Capitalization. In the
event of any change in the Company Common Stock by reason of any stock
dividend, extraordinary dividend or distribution, split-up,
recapitalization, combination, exchange of shares or the like, the number
of Shares, and the purchase prices therefor, shall be appropriately
adjusted.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed as of the day and year first above written.
PX HOLDING CORPORATION
By: /s/ Glenn P. Dickes
-------------------------------------
Name: Glenn P. Dickes
Title: Vice President
WARBURG, PINCUS CAPITAL COMPANY, L.P.
By: WARBURG, PINCUS & CO., ITS GENERAL
PARTNER
By: /s/ Sidney Lapidus
------------------------------------
Name: Sidney Lapidus
Title: Partner
