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MAFCO HOLDINGS INC.
35 EAST 62ND STREET
NEW YORK, NEW YORK 10021
TEL: 212-572-5090
November 9, 2000
To: The Board of Directors of
M & F Worldwide Corp.
c/o Paul M. Meister
I am pleased to propose for your consideration a transaction
pursuant to which M & F Worldwide Corp. ("MFW") would acquire from our
subsidiary PX Holding Corporation ("PX Holding") 7,320,225 shares of common
stock of Panavision Inc. ("Panavision"), which represent 83.47% of the issued
and outstanding shares of capital stock of Panavision. Panavision is a leading
designer and manufacturer of high-precision camera systems for the motion
picture and television industries throughout the world and is listed on the New
York Stock Exchange under the symbol PVI. We propose a price of $190.3 million,
representing PX Holding's cost, plus an appropriate premium to be negotiated,
representing the growth in Panavision's current business and the prospective
benefits from its development of digital image technology. We would be prepared
to accept a mix of cash and newly-issued shares of MFW stock as payment.
This proposal is, of course, conditioned upon the execution of
a definitive agreement which would contain appropriate terms and conditions.
We are mindful of the fact that, in light of Ronald O.
Perelman's beneficial ownership of approximately 35% of the outstanding shares
of MFW, MFW would wish a special committee of independent directors (the
"Special Committee") to consider this proposal. We hope a Special Committee will
conclude that the Panavision business represents a tremendous -- and proven --
opportunity.
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The Board of Directors
M & F Worldwide Corp.
November 9, 2000
Page 2
Our financial and legal advisers, as well as the management of Panavision,
are prepared to provide any further details and render whatever assistance a
Special Committee may require. We very much appreciate your willingness to
consider this acquisition and look forward to working with you toward its
successful completion.
Very truly yours,
MAFCO HOLDINGS INC.
By:________________________
Howard Gittis
Vice Chairman
