<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
(FINAL AMENDMENT)
CINERGI PICTURES ENTERTAINMENT INC.
(Name of the Issuer)
CINERGI PICTURES ENTERTAINMENT INC.
ANDREW G. VAJNA
VALDINA CORPORATION N.V.
(Name of Persons Filing Statement)
Cinergi Pictures Entertainment Inc.
Common Stock, $.01 par value per share 172470106
(Title of Class of Securities) (CUSIP Number of Class of Securities)
Andrew G. Vajna
Chief Executive Officer
Cinergi Pictures Entertainment Inc.
2308 Broadway
Santa Monica, California 90404
(310) 315-6000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Persons Filing Statement)
With a copy to:
Ronald L. Blanc, Esq. John Schuster, Esq. John R. McHale, Esq.
Blanc Williams Johnston & Cahill, Gordon & Reindel Gipson Hoffman &
Kronstadt 80 Pine Street Pancione, P.C.
1900 Avenue of the Stars, New York, New York 10005 1901 Avenue of the
Suite 1700 (212) 701-3000 Stars, Suite 1100
Los Angeles, California Los Angeles, California
90067 90067
(310) 788-8213 (310) 556-4660
This statement is filed in connection with (check the appropriate
box):
a. /X/ The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C, or Rule
13e-3(c) under the Securities Exchange of 1934.
b. / / The filing of a registration statement under the Securities
Act of 1933.
c. / / A tender offer.
d. / / None of the above.
Check the following box if the solicitation materials or information
statement referred to in checking box (a) are preliminary copies: / /
(COVER PAGE OF SCHEDULE 13E-3 CONTINUED ON NEXT PAGE)
<PAGE>
(CONTINUATION OF COVER PAGE OF SCHEDULE 13E-3)
Calculation of Filing Fee
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Transaction Valuation Amount of Filing Fee
$17,394,320 $3,478.87
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/X/ Check if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number,
or the form or schedule and date of its filing.
Amount Previously Paid: $15,258.33
-----------------------------------
Filing Party: Cinergi Pictures Entertainment Inc.
-----------------------------------
Form or Registration No.: Schedule 14A
-----------------------------------
Date Filed: September 17, 1997
-----------------------------------
Exhibit Index appears on page 5
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(ii)
<PAGE>
This Final Amendment amends and supplements the Rule 13E-3 Transaction
Statement (the "Statement") relating to the solicitation of proxies by
Cinergi Pictures Entertainment Inc., a Delaware Corporation (the "Issuer"),
in connection with a Special Meeting of Issuer's stockholders at which they
were asked to consider the approval of, among other things, an Agreement of
Merger, dated as of September 2, 1997, as amended (the "Merger Agreement"),
among Andrew G. Vajna ("Affiliate"), Valdina Corporation N.V., a corporation
organized under the laws of the Netherlands Antilles ("Valdina"), CPEI
Acquisition, Inc., a Delaware corporation which was owned by Affiliate and
Valdina ("Buyer"), and Issuer pursuant to which Buyer was merged with and
into Issuer. Valdina is beneficially owned by Mr. Vajna.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE
and
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER
Items 5 and 10 are hereby amended by the following additional information:
At a Special Meeting of Stockholders held on December 23, 1997, the
Issuer's stockholders approved the Merger Agreement as required under the
Delaware General Corporation Law ("DGCL"). Approximately 75% of the
outstanding shares voted in favor of approval of the Merger Agreement. In
addition, the Merger was approved by the holders of approximately 91% of the
shares voted at the Special Meeting on the proposal to approve the Merger
Agreement (including abstentions, but excluding broker non-votes), whether in
person or by proxy, without taking into account those shares owned by
Affiliate, Valdina, affiliates of Affiliate or Valdina, executive officers or
directors of Issuer, or The Walt Disney Company. On December 30, 1997,
pursuant to the terms set forth in the Merger Agreement, the merger of Buyer
with and into the Company (the "Merger") was consummated. Pursuant to the
Merger Agreement, the Issuer was the surviving corporation in the Merger and
the separate corporate existence of Buyer was terminated.
At the effective time of the Merger, each share of Issuer common stock
(other than shares (x) held in the Issuer's treasury (all of which were
canceled), (y) shares held by Affiliate and Valdina (all of which remain
outstanding) and (z) shares which were not voted for approval and adoption of
the Merger Agreement and with respect to which appraisal has been properly
demanded in accordance with Section 262 of the DGCL) was converted into the
right to receive $2.52 in cash. As a result, following consummation of the
Merger, Vajna and Valdina together own 100% of the issued and outstanding shares
of Issuer common stock.
A copy of the Notice of Merger and the accompanying Letter of
Transmittal, each of which is being mailed to former stockholders of the
Issuer in connection with the Merger, are attached hereto as Exhibits (d)(1)
and (d)(2), respectively, and are incorporated herein by reference.
At the Special Meeting of Stockholders, the Issuer's stockholders also
approved the sale of substantially all of the Company's assets, including
substantially all of the Company's film library, pursuant to two agreements:
(i) a Purchase and Sale Agreement dated April 3, 1997, as amended (the
"Library Sale Agreement"), between the Company, its primary subsidiary and
Walt Disney Pictures and Television, and (ii) an Assignment Agreement dated
as of July 14, 1997, as amended (the "Assignment Agreement"), between the
Company, its primary subsidiary and Twentieth Century Fox Film Corporation.
Approximately 76% of the outstanding shares voted in favor of approval of
such proposal. On December 23, 1997, the transactions contemplated by the
Library Sale Agreement were consummated, and, on December 24, 1997, the
transactions contemplated by the Assignment Agreement were consummated.
As of December 30, 1997, shares of Issuer common stock are no longer
listed on the National Association of Securities Dealers Automated Quotation
National Market System. In addition, concurrently herewith, the Issuer is
filing with the Securities and Exchange Commission a Form 15, pursuant to
which the Issuer's obligations under the Securities Exchange Act of 1934, as
amended, will terminate.
On December 23, 1997, the Issuer issued a press release relating to,
among other things, the approval by the Issuer's stockholders of the Merger
Agreement, and consummation of the transactions contemplated by the Library
Sale Agreement. On December 24, 1997, the Issuer issued a press release
relating to consummation of the transaction contemplated by the Assignment
Agreement. On December 30, 1997, the Issuer issued an additional press
release announcing consummation of the Merger. A copy of these press releases
are filed herewith as Exhibits (d)(3), (d)(5) and (d)(4), respectively, and
are incorporated herein by reference.
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<PAGE>
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS
Item 17 is hereby amended by the addition of the following Exhibits
thereto:
(d)(1) Notice of Merger
(d)(2) Letter of Transmittal
(d)(3) Text of Press Release issued by the Issuer dated December 23,
1997.
(d)(4) Text of Press Release issued by the Issuer dated December 30,
1997.
(d)(5) Text of Press Release issued by the Issuer dated December 24,
1997.
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<PAGE>
SIGNATURE
After due 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: December 30, 1997 /s/ Andrew G. Vajna
-----------------------------------
ANDREW G. VAJNA
CINERGI PICTURES ENTERTAINMENT INC.
Date: December 30, 1997 By: /s/ Andrew G. Vanja
----------------------------------
Name: Andrew G. Vajna
Title: President
VALDINA CORPORATION N.V.
Date: December 30, 1997 By: /s/ Geraldine Martines
----------------------------------
Name: Geraldine Martines
Title: Managing Director
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<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
----------- -----------
(d)(1) Notice of Merger
(d)(2) Letter of Transmittal
(d)(3) Text of Press Release issued by the Issuer dated
December 23, 1997.
(d)(4) Text of Press Release issued by the Issuer dated
December 30, 1997.
(d)(5) Text of Press Release issued by the Issuer dated
December 24, 1997.
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<PAGE>
CINERGI PICTURES ENTERTAINMENT INC.
2308 BROADWAY
SANTA MONICA, CALIFORNIA 90404
(310) 315-6000
NOTICE OF MERGER
December 31, 1997
Dear Stockholder:
On December 23, 1997, at a Special Meeting of Stockholders of Cinergi
Pictures Entertainment Inc. ("Cinergi"), the holders of approximately 75% of
the outstanding shares of common stock of Cinergi, par value $.01 per share,
voted in favor of the merger of CPEI Acquisition, Inc., a Delaware
corporation wholly owned by Andrew G. Vajna, Chairman of the Board of
Directors, President and Chief Executive officer of Cinergi, and Valdina
Corporation N.V. ("Valdina"), a corporation beneficially owned by Mr. Vajna,
with and into Cinergi (the "Merger"). In addition, the Merger was approved
by the holders of approximately 91% of the shares voted at the Special
Meeting on the Merger Proposal (including abstentions, but excluding broker
non-votes), whether in person or by proxy, without taking into account those
shares owned by Mr. Vajna, Valdina, affiliates of Mr. Vajna or Valdina,
executive officers or directors of the Company, or The Walt Disney Company.
Under applicable Delaware law, a certificate of merger was filed with the
Secretary of State of the State of Delaware on December 30, 1997.
The Merger became effective on December 30, 1997 and, thereupon, Cinergi
became wholly owned by Mr. Vajna and Valdina. The stock transfer books of
Cinergi were also closed as of December 30, 1997.
Pursuant to the terms of the Merger, each share of Cinergi common stock
(other than shares owned by Mr. Vajna or Valdina, treasury shares and shares
as to which statutory dissenters' rights are perfected in accordance with
Delaware law) has been converted into the right to receive $2.52 in cash,
without interest.
Enclosed is a Letter of Transmittal to be used by former stockholders of
Cinergi (other than those who have properly exercised dissenters' rights in
accordance with Delaware law) in forwarding to ChaseMellon Shareholder
Services, L.L.C. (the "Paying Agent") the certificate(s) which prior to the
Merger represented shares of Cinergi common stock. Please read carefully the
instructions included in the Letter of Transmittal, complete, date and sign
the Letter of Transmittal and send or deliver it, together with your Cinergi
certificate(s), to the Paying Agent in the envelope enclosed for that
purpose. If needed, additional copies of the Letter of Transmittal may be
obtained upon written request to or by telephone to the Paying Agent. As
indicated in the instructions to the Letter of Transmittal, in certain
circumstances the certificate(s) must be endorsed, including if payment is to
be made to someone other than the registered holder of the certificate(s).
Your stock certificates together with a completed Letter of Transmittal and
any other required documents must be received by the Paying Agent in order
for you to receive payment. The method of delivery for such documents is at
your election and risk. If delivery is by mail, registered mail with return
receipt requested, properly insured, is recommended.
Very truly yours,
CINERGI PICTURES ENTERTAINMENT INC.
<PAGE>
LETTER OF TRANSMITTAL
TO ACCOMPANY CERTIFICATE(S) FORMERLY REPRESENTING
SHARES OF COMMON STOCK
OF
CINERGI PICTURES ENTERTAINMENT INC.
SURRENDERED FOR CASH PAYMENT PURSUANT TO THE MERGER OF
CPEI ACQUISITION, INC., A DELAWARE CORPORATION OWNED
BY ANDREW G. VAJNA AND VALDINA CORPORATION N.V.,
WITH AND INTO CINERGI PICTURES ENTERTAINMENT INC.
THE PAYING AGENT:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
BY MAIL: BY OVERNIGHT DELIVERY: BY HAND:
ChaseMellon Shareholder ChaseMellon Shareholder ChaseMellon Shareholder
Services, L.L.C. Services, L.L.C. Services, L.L.C.
Post Office Box 3305 85 Challenger Road - Mail 120 Broadway, 13th Floor
South Hackensack, NJ 07606 Drop-Reorg New York, NY 10271
Attention: Reorganization Ridgefield Park, NJ 07660 Attention: Reorganization
Department Attention: Reorganization Department
Department
Telephone Assistance: 1-800-777-3674
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. YOU MUST SIGN THIS LETTER OF
TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED THEREFOR AND COMPLETE THE
SUBSTITUTE FORM W-9 SET FORTH ON PAGE 6.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. IF CERTIFICATE(S) ARE
REGISTERED IN DIFFERENT NAMES, A SEPARATE LETTER OF TRANSMITTAL MUST BE
SUBMITTED FOR EACH DIFFERENT REGISTERED OWNER. SEE INSTRUCTION 3.
THIS LETTER OF TRANSMITTAL IS TO BE COMPLETED BY STOCKHOLDERS SURRENDERING
CERTIFICATE(S) EVIDENCING SHARES (AS DEFINED BELOW) OF CINERGI PICTURES
ENTERTAINMENT INC.
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DESCRIPTION OF SHARES SURRENDERED
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Name(s) and Address(es) Certificate(s) Surrendered
of Registered Holder(s) (Attach additional list if necessary.
If there is any error in the name See Instruction 7.)
and address shown below, please
make the necessary corrections
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Share Number of Shares
Certificate Represented by
Number(s) Certificate(s)
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--------------------------------------
--------------------------------------
--------------------------------------
--------------------------------------
--------------------------------------
--------------------------------------
--------------------------------------
Total Shares
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PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS
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<PAGE>
Ladies and Gentlemen:
In connection with the merger (the "Merger") of CPEI Acquisition, Inc.
("Acquisition Corp."), a Delaware corporation owned by Andrew G. Vajna
("Vajna") and Valdina Corporation N.V. ("Valdina"), with and into Cinergi
Pictures Entertainment Inc. (the "Company") pursuant to an Agreement of
Merger, dated as of September 2, 1997, as amended (the "Merger Agreement"),
by and among Acquisition Corp., Vajna, Valdina and the Company, the
undersigned, the registered holder(s) of the stock certificate(s) (the
"Certificate(s)") formerly representing shares (the "Shares") of Common
Stock, par value $.01 per share (the "Common Stock"), of the Company, or the
transferee or assignee of such registered holder(s), hereby surrenders the
Certificate(s) in exchange for $2.52 in cash (without interest) per Share.
The undersigned represents that he or she has full authority to
surrender the Certificate(s), free and clear of all liens, restrictions,
claims, charges and encumbrances, and acknowledges that ChaseMellon
Shareholder Services, L.L.C. (the "Paying Agent") is relying on this
representation in acting pursuant hereto. The undersigned will, upon
request, execute and deliver any additional documents reasonably deemed
appropriate or necessary by the Company or the Paying Agent in connection
with the surrender of the Certificate(s). All authority conferred or agreed
to be conferred in this Letter of Transmittal shall be binding upon the
successors, assigns, heirs, executors, administrators and legal
representatives of the undersigned and shall not be affected by, and shall
survive, the death or incapacity of the undersigned.
The undersigned understands that surrender is not made in acceptable
form until receipt by the Paying Agent of this Letter of Transmittal, or a
facsimile hereof, duly completed and signed, together with all accompanying
evidences of authority in form satisfactory to the Paying Agent and the
Company. All questions as to validity, form and eligibility of any surrender
of Certificate(s) hereunder will be determined by the Paying Agent and the
Company and such determination shall be final and binding.
The Company has deposited in trust with the Paying Agent, for the
ratable benefit of the holders of Certificates, the appropriate amount of
cash to which such holders are entitled pursuant to the terms of the Merger
Agreement. The Paying Agent shall, pursuant to irrevocable instructions,
make the payments to the holders of Certificates as set forth in the Merger
Agreement.
The undersigned understands that payment for surrendered Certificate(s)
will be made as promptly as practicable after surrender of Certificate(s) is
made in acceptable form.
Please issue and deliver the check in payment for the Certificate(s)
surrendered pursuant to this Letter of Transmittal to the undersigned at the
address specified under "DESCRIPTION OF SHARES SURRENDERED" unless otherwise
indicated under "SPECIAL PAYMENT INSTRUCTIONS" or "SPECIAL DELIVERY
INSTRUCTIONS."
- ---------------------------------------- -------------------------------
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 2 and 5) (See Instructions 2 and 5)
To be completed ONLY if the check(s) To be completed ONLY if the
for surrendered Certificate(s) are to check(s) for surrendered
be issued in the name of someone other Certificate(s) are to be issued
than the undersigned. in the name of the undersigned,
but are to be sent to the
undersigned at an address other
than that set forth above.
Mail check to:
Issue check to:
Name:
Name: --------------------------
---------------------------------- (Please Print)
(Please Print)
Address:
Address: -----------------------
-------------------------------
-------------------------------
- ---------------------------------------
-------------------------------
- --------------------------------------- (Include Zip Code)
(Include Zip Code)
- ---------------------------------------
(Social Security Number or Taxpayer
I.D. Number, See Substitute Form W-9
on reverse side)
- ---------------------------------------- -------------------------------
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<PAGE>
YOU MUST SIGN BELOW
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IMPORTANT
STOCKHOLDERS: SIGN HERE
(PLEASE COMPLETE SUBSTITUTE FORM W-9 ON REVERSE)
X
-------------------------------------------
X
-------------------------------------------
SIGNATURE(S) OF HOLDER(S)
Dated:_________________, 199__
(Must be signed by the registered holder(s) exactly as name(s)
appear(s) on Share Certificate(s) or by a person(s) authorized to become a
registered holder(s) by certificates and documents transmitted herewith. If
signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, please provide the following
information. See Instruction 3.)
Name(s):
----------------------------------------------------------------------
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(PLEASE PRINT)
Capacity (full title):
--------------------------------------------------------
Address:
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(INCLUDE ZIP CODE)
Area Code and Telephone No.:
--------------------------------------------------
Taxpayer Identification or Social Security No.:
-------------------------------
(SEE SUBSTITUTE FORM W-9 ON REVERSE SIDE)
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED--SEE INSTRUCTIONS 2 AND 3)
FOR USE BY FINANCIAL INSTITUTIONS ONLY. PLACE MEDALLION GUARANTEE IN SPACE
BELOW.
Authorized Signature:
---------------------------------------------------------
Name:
-------------------------------------------------------------------------
(PLEASE PRINT)
Name of Firm:
-----------------------------------------------------------------
Address:
----------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone No.:
-----------------------------------
Dated: _____________________, 199_
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-3-
<PAGE>
INSTRUCTIONS
1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATE(S). Please do
not send your Certificate(s) directly to the Company. This Letter of
Transmittal or a facsimile hereof, filled in and signed, must be used in
connection with the delivery and surrender of Certificate(s). A Letter of
Transmittal and the Certificate(s) must be received by the Paying Agent in
satisfactory form in order to make an effective surrender. Certificate(s)
evidencing all surrendered Shares, as well as a properly completed and duly
executed Letter of Transmittal (or facsimile thereof) and any other documents
required by this Letter of Transmittal, must be received by the Paying Agent
at one of its addresses set forth on Page 1 hereof in order to receive
payment for Shares. If Certificate(s) are forwarded to the Paying Agent in
multiple deliveries, a properly completed and duly executed Letter of
Transmittal must accompany each such delivery.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, CERTIFICATE(S) AND
ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE SURRENDERING
STOCKHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED
BY THE PAYING AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
Surrender may be made by mail or hand delivery to ChaseMellon
Shareholders Service, as Paying Agent, at the addresses shown on Page 1 of
this Letter of Transmittal. A mailing envelope addressed to the Paying Agent
is enclosed for your convenience.
2. GUARANTEE OF SIGNATURES. Except as otherwise provided below, no
signature guarantee is required on this Letter of Transmittal. Signatures on
this Letter of Transmittal must be guaranteed by a financial institution
(including most banks, savings and loan associations and brokerage houses)
that is a participant in the Securities Transfer Agents Medallion Program or
the New York Stock Exchange Medallion Signature Guarantee Program (each an
"Eligible Institution") if (a) the Certificate(s) surrendered herewith are
registered in a name other than that of the person surrendering the
Certificate(s), or (b) the registered holder of the Certificate(s)
surrendered herewith has completed either the box entitled "SPECIAL DELIVERY
INSTRUCTIONS" or the box entitled "SPECIAL PAYMENT INSTRUCTIONS" on Page 2
hereof. See Instruction 3.
3. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS.
If this Letter of Transmittal is signed by the registered holder(s) of the
Certificate(s) surrendered hereby, the signature(s) must correspond with the
name(s) as written on the face of the Certificate(s) without alteration,
enlargement or any other change whatsoever.
If any Certificate surrendered hereby is owned of record by two or more
persons, all such persons must sign this Letter of Transmittal.
If this Letter of Transmittal is signed by the registered holder(s) of
the Certificate(s) surrendered hereby, no endorsements of Certificate(s) or
separate stock powers are required, unless payment is to be made to a person
other than the registered holder(s), in which case, the Certificate(s)
surrendered hereby must be endorsed or accompanied by appropriate stock
powers, in either case signed exactly as the name(s) of the registered
holder(s) appear(s) on such Certificate(s). Signatures on such
Certificate(s) and stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Certificate(s) surrendered hereby, the
Certificate(s) surrendered hereby must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear(s) on such Certificate(s). Signatures on such
Certificate(s) and stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal or any Certificate or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or
representative capacity, such person should so indicate when signing, and
proper evidence satisfactory to the Paying Agent and the Company of such
person's authority so to act must be submitted to the Paying Agent.
If Certificate(s) are registered in different names (e.g., "John Doe"
and "J. Doe") or different forms of ownership (e.g., as joint holder and as a
trustee), it will be necessary to fill in, sign and submit as many separate
Letters of Transmittal as there are different registrations of Certificate(s)
surrendered.
4. VALIDITY OF SURRENDER, IRREGULARITIES. All questions as to
validity, form and eligibility of any surrender of Certificate(s) hereunder
will be determined by the Paying Agent and the Company, and such
determination shall be final and binding. The Paying Agent and the Company
reserve the right to
-4-
<PAGE>
waive any irregularities or defects in the surrender of any Certificate(s),
and their interpretations of the terms and conditions of the Merger Agreement
and this Letter of Transmittal (including these instructions) with respect to
such irregularities or defects shall be final and binding. A surrender will
not be deemed to have been made until all irregularities have been cured or
waived.
5. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If checks for
surrendered Certificate(s) are to be issued in the name of someone other than
the person(s) signing this Letter of Transmittal, the box entitled "SPECIAL
PAYMENT INSTRUCTIONS" on the reverse hereof must be completed. If checks for
surrendered Certificate(s) are to be issued to the person(s) signing this
Letter of Transmittal but are to be sent to an address other than that shown
in the box entitled "DESCRIPTION OF SHARES SURRENDERED" then the box entitled
"SPECIAL DELIVERY INSTRUCTIONS" on the reverse hereof must be completed.
If any check for surrendered Certificate(s) is to be issued to any
person(s) other than the registered holder(s) of the surrendered
Certificate(s) or if surrendered Certificate(s) are registered in the name of
any person other than the person(s) signing this Letter of Transmittal, the
amount of any stock transfer taxes (whether imposed on the registered
holder(s), such other person or otherwise) payable on account of the transfer
to such other person will be deducted from the amount payable for such Shares
surrendered, unless evidence satisfactory to the Company of the payment of
such taxes, or exemption therefrom, is submitted.
6. ADDITIONAL COPIES. Additional copies of this Letter of Transmittal
may be obtained from the Paying Agent at the addresses listed on Page 1
hereof.
7. INADEQUATE SPACE. If the space provided on this Letter of
Transmittal is inadequate, the Certificate numbers and number of Shares
formerly represented thereby should be listed on a separately signed schedule
affixed hereto.
8. LOST CERTIFICATE(S). If any Certificate(s) representing Shares
have been lost, destroyed or stolen, such fact should be indicated on the
face of this Letter of Transmittal. In such event, the Paying Agent will
forward additional documentation necessary to be completed in order to
effectively surrender such lost, destroyed or stolen Certificate(s). No
interest will be paid on amounts due for Certificate(s).
9. SUBSTITUTE FORM W-9. Each person or entity surrendering Shares is
required to provide the Paying Agent with a correct Taxpayer Identification
Number ("TIN") on Substitute Form W-9, which is provided under "IMPORTANT TAX
INFORMATION" below. Failure to provide the information on the Substitute
Form W-9 may subject the surrendering holder of Shares to a penalty and a 31
percent federal income tax withholding on the payment of the amounts due for
the Certificate(s). The box in Part 3 of the form may be checked if you have
not been issued a TIN and have applied for a number or intend to apply for a
number in the near future. If the box in Part 3 is checked and the Paying
Agent is not provided with a TIN within 60 days, the Paying Agent will
withhold 31 percent on payment of the amounts due for the Certificate(s)
until a TIN is provided to the Paying Agent.
10. REQUESTS FOR ASSISTANCE. If you need assistance in submitting
Certificate(s) to the Paying Agent, you may contact the Paying Agent, at 85
Challenger Road, Ridgefield Park, NJ 07660, telephone number (800) 777-3674.
IMPORTANT TAX INFORMATION
Under federal income tax law, a stockholder is required by law to
provide the Paying Agent (as payer) with such stockholder's correct TIN on
Substitute Form W-9 below. If such stockholder is an individual, the TIN is
the stockholder's social security number. If the Paying Agent is not
provided with the correct TIN, the stockholder may be subject to a penalty
imposed by the Internal Revenue Service. In addition, payments that are made
to such stockholder pursuant to the Merger and this Letter of Transmittal may
be subject to backup withholding of 31 percent.
Certain stockholders are not subject to these backup withholding and
reporting requirements. In order for a foreign individual to qualify as an
exempt recipient, such person must submit a statement, signed under penalties
of perjury, attesting to such person's exempt status. Such statements can be
obtained from the Paying Agent. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions.
If backup withholding applies, the Paying Agent is required to withhold
31 percent of any payments made to the stockholder. Backup withholding is
not an additional tax. Rather, the tax liability of persons subject to
backup withholding will be reduced by the amount of tax withheld. If
withholding results in an overpayment of taxes, a refund may be obtained from
the Internal Revenue Service.
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<PAGE>
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments made to a stockholder pursuant
to the Merger and this Letter of Transmittal, the stockholder must notify the
Paying Agent of such stockholder's correct TIN by completing the form below
certifying that the TIN provided on Substitute Form W-9 is correct (or that
such stockholder is awaiting a TIN) and that (1) such stockholder is exempt
from backup withholding, or (2) such stockholder has not been notified by the
Internal Revenue Service that such stockholder is subject to backup
withholding as a result of failure to report all interest or dividends, or
(3) the Internal Revenue Service has notified such stockholder that such
stockholder is no longer subject to backup withholding.
WHAT NUMBER TO GIVE THE PAYING AGENT
The stockholder is required to give the Paying Agent the social security
number or employer identification number of the record owner of the Shares.
If the Shares are in more than one name or are not in the name of the actual
owner, consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional guidelines on
which number to report.
- --------------------------------------------------------------------------------
PART 1--PLEASE PROVIDE YOUR Social Security Number or
TIN IN THE BOX AT RIGHT AND Employer Identification
CERTIFY BY SIGNING AND DATING BELOW: Number:
-------------------
--------------------------------------------------------------
SUBSTITUTE PART 2--Certification--Under penalties of perjury,
Form W-9 I certify that: (1) The number shown on this form is my
Department of correct Taxpayer Identification Number (or I am waiting for a
the Treasury number to be issued to me) and (2) I am not subject to backup
Internal Revenue withholding because: (a) I am exempt from backup withholding,
Service or (b) I have not been notified by the Internal Revenue
Service (the "IRS") that I am subject to backup withholding as
a result of a failure toreport all interest or dividends, or
(c) the IRS has notified me that I am no longer subject to
backup withholding.
Payer's Request Certification Instructions--You must cross out Item (2)
for Taxpayer above if you have been notified by the IRS that you are
Identification currently subject to backup withholding because of
Number ("TIN") under-reporting interest or dividends on your tax return.
However, if after being notified by the IRS that you were
subject to backup withholding you received another
notification from the IRS that you are no longer subject
to backup withholding, do not cross out such Item (2).
------------------------------------------------------------
SIGN HERE PART 3--/ /
--> SIGNATURE DATE , 199 Awaiting TIN
------------------ ------ --
- --------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31 PERCENT OF ANY PAYMENTS MADE TO YOU WITH RESPECT TO
CERTIFICATES SURRENDERED IN CONNECTION WITH THE MERGER. PLEASE REVIEW
ENCLOSED "GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER
ON SUBSTITUTE FORM W-9" FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF
SUBSTITUTE FORM W-9.
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a TIN has not been issued to
me, and either (a) I have mailed or delivered an application to receive a TIN
to the appropriate Internal Revenue Center or Social Security Administration
Office or (b) I intend to mail or deliver an application in the near future.
I understand that if I do not provide a TIN within sixty (60) days, 31
percent of all reportable payments made to me thereafter will be withheld
until I provide a number.
Signature Date , 199
----------------------------------------- ------------------ --
- --------------------------------------------------------------------------------
-6-
<PAGE>
NEWS ANNOUNCEMENT
[LOGO OF JAFFONI & COLLINS, INCORPORATED]
CONTACT:
Warren Braverman Joseph N. Jaffoni
Chief Operating Officer David C. Collins
Cinergi Pictures Entertainment Inc. Jaffoni & Collins Incorporated
310/315-6000 212/835-8500
FOR IMMEDIATE RELEASE
STOCKHOLDERS OF CINERGI PICTURES ENTERTAINMENT VOTE TO
APPROVE ASSET SALES AND MERGER OF THE COMPANY
- Company Consummates Asset Sale to Walt Disney Pictures and Television;
Sale of Rights in DIE HARD WITH A VENGEANCE to Twentieth Century Fox
Film Corporation and Merger Anticipated to be Completed Soon -
Santa Monica, CA, (December 23, 1997) -- Cinergi Pictures Entertainment Inc.
(Nasdaq: CINE) announced that at today's Special Meeting of Stockholders,
stockholders voted to approve the sale of substantially all of the Company's
assets, including the sale of substantially all of the Company's motion
picture library, pursuant to a Purchase and Sale Agreement dated as of
April 3, 1997, as amended, between the Company and Walt Disney Pictures and
Television, and an Assignment Agreement dated as of July 14, 1997, as
amended, between the Company and Twentieth Century Fox Film Corporation. Upon
stockholder approval, the sale of substantially all of the films in the
Company's motion picture library to Disney was consummated. The Company
currently anticipates that the sale of the Company's rights in DIE HARD WITH
A VENGEANCE to Fox will be completed shortly.
Stockholders also voted to approve the previously announced Agreement of
Merger, dated as of September 2, 1997, as amended, among the Company, Andrew G.
Vajna (Chairman of the Board, President and Chief Executive Officer of the
Company), Valdina Corporation N.V. and CPEI Acquisition, Inc. (entities
indirectly owned by Mr. Vajna), pursuant to which stockholders of the Company
(other than Mr. Vajna, Valdina, and stockholders who perfect dissenters'
rights) will be entitled to receive merger consideration of $2.52 per share
upon
-more-
<PAGE>
CINERGI PICTURES ENTERTAINMENT, 12/23/97 PAGE 2
conversion of their Cinergi shares in the merger of the Company and CPEI
Acquisition, Inc. The Merger Proposal was approved by a majority of the
Company's outstanding shares of Common Stock, as well as by a majority of the
shares of Common Stock voted at the Special Meeting on the Merger Proposal
(including abstentions, but excluding broker non-votes), without taking into
account those shares owned by Mr. Vajna, Valdina, any affiliate of Vajna or
Valdina, any executive officer or director of the Company, or Disney. Having
secured stockholder approval, the company currently anticipates consummating
the merger prior to year-end. Upon completion of the merger, Cinergi will
become wholly owned by Mr. Vajna and Valdina.
The Company was formed in 1989 as an independent producer and distributor of
motion pictures which are distributed in domestic and international theatrical
and ancillary markets, including home video, cable and broadcast television.
THIS PRESS RELEASE INCLUDES FORWARD LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES. CERTAIN FACTORS MAY CAUSE ACTUAL EVENTS TO DIFFER MATERIALLY
FROM THOSE CONTAINED IN THE FORWARD LOOKING STATEMENTS. NO ASSURANCES CAN BE
GIVEN THAT THE SALE OF THE COMPANY'S RIGHTS IN DIE HARD WITH A VENGEANCE TO
TWENTIETH CENTURY FOX FILM CORPORATION (WHICH IS SUBJECT TO CERTAIN
CONDITIONS) WILL BE COMPLETED. NO ASSURANCES CAN BE GIVEN THAT THE MERGER,
WHICH IS SUBJECT TO A NUMBER OF CONDITIONS AND TO TERMINATION IN CERTAIN
CIRCUMSTANCES WILL CONSUMMATED. ALTHOUGH THE COMPANY ANTICIPATES THAT THE
MERGER WILL BE CONSUMMATED PRIOR TO YEAR-END, THE MERGER
-more-
<PAGE>
CINERGI PICTURES ENTERTAINMENT, 12/23/97 PAGE 3
COULD BE DELAYED BEYOND SUCH TIME AS A RESULT OF A VARIETY OF FACTORS,
INCLUDING THE TIME REQUIRED TO SATISFY CONDITIONS TO THE MERGER. UNDER
CERTAIN CIRCUMSTANCES, IF THE MERGER IS NOT CONSUMMATED IN 1997, THE PARTIES
TO THE MERGER AGREEMENT WILL BE REQUIRED TO CONSENT TO AN EXTENSION OF THE
MERGER AGREEMENT. DUE TO THE ADDITIONAL OPERATING EXPENSES AS A RESULT OF
CONSUMMATING THE MERGER IN 1998, THERE CAN BE NO ASSURANCES THAT THE PARTIES
TO THE MERGER AGREEMENT WOULD AGREE TO AN EXTENSION OF THE DECEMBER 31, 1997
DATE ON THE CURRENT TERMS OF THE MERGER AGREEMENT. CINERGI AND ITS OPERATIONS
ARE ALSO SUBJECT TO THE RISKS AND UNCERTAINTIES DESCRIBED IN CINERGI'S
REPORTS FILED FROM TIME TO TIME WITH THE SECURITIES AND EXCHANGE COMMISSION,
INCLUDING, WITHOUT LIMITATION, CINERGI'S QUARTERLY REPORT ON FORM 10-Q FOR
THE QUARTER ENDED SEPT. 30, 1997, CINERGI'S FORM 8-K DATED APRIL 3, 1997
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 4, 1997, CINERGI'S
FORM 8-K DATED JULY 9, 1997 FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON JULY 17, 1997, CINERGI'S FORM 8-K DATED AUGUST 25, 1997 FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 5, 1997, CINERGI'S FORM 8-K
DATED OCT. 2, 1997 FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCT. 9,
1997, CINERGI'S FORM 8-K DATED DECEMBER 12, 1997 FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION ON DECEMBER 16, 1997, CINERGI'S ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 1996 AND CINERGI'S DEFINITIVE PROXY STATEMENT
DATED DECEMBER 1, 1997.
# # #
<PAGE>
CONTACT:
Sam Falconello Joseph N. Jaffoni
Senior Vice President, Finance David C. Collins
Cinergi Pictures Entertainment Inc. Jaffoni & Collins Incorporated
310/315-6000 212/835-8500
FOR IMMEDIATE RELEASE
CINERGI PICTURES ENTERTAINMENT COMPLETES
MERGER WITH CPEI ACQUISITION, INC.
Santa Monica, CA, (December 30, 1997) -- Cinergi Pictures Entertainment Inc.
(Nasdaq: CINE) announced today that it has completed its merger with CPEI
Acquisition, Inc. Pursuant to the merger, each share of Cinergi common stock
(other than shares owned by Andrew G. Vajna [Chairman of the Board, President
and Chief Executive Officer of Cinergi] or Valdina Corporation N.V. [which is
beneficially owned by Mr. Vajna], treasury shares and shares as to which
statutory dissenters' rights are perfected) have been converted into the right
to receive the merger consideration of $2.52 per share. As a result of the
merger, Cinergi is now wholly owned by Mr. Vajna and Valdina Corporation N.V.
In addition, as a result of the merger, the stock transfer books of Cinergi
have been closed and Cinergi has been deleted from the Nasdaq National Market
System.
The Company was formed in 1989 as an independent producer and distributor of
motion pictures.
# # #
<PAGE>
NEWS ANNOUNCEMENT EXHIBIT (D)(5)
[JAFFONI & COLLINS LETTERHEAD]
CONTACT:
Warren Braverman Joseph N. Jaffoni
Chief Operating Officer David C. Collins
Cinergi Pictures Entertainment Inc. Jaffoni & Collins Incorporated
310/315-6000 212/835-8500
FOR IMMEDIATE RELEASE
CINERGI PICTURES ENTERTAINMENT COMPLETES SALE OF
RIGHTS IN DIE HARD WITH A VENGEANCE TO
TWENTIETH CENTURY FOX FILM CORPORATION
-Merger Anticipated to be Completed Soon-
Santa Monica, CA, (December 24, 1997) - Cinergi Pictures Entertainment Inc.
(Nasdaq: CINE) announced that pursuant to an Assignment Agreement dated as of
July 14, 1997, as amended, between the Company and Twentieth Century Fox Film
Corporation, the sale of the Company's rights in DIE HARD WITH A VENGEANCE to
Fox has been consummated. The sale was approved at yesterday's Special
Meeting of Stockholders.
The Company also currently anticipates consummating, prior to year-end, the
previously announced merger among the Company, Andrews G. Vajna (Chairman of
the Board, President and Chief Executive Officer of the Company), Valdina
Corporation N.V. and CPEI Acquisition, Inc. (entities indirectly owned by Mr.
Vajna), pursuant to which stockholders of the Company (other than Mr. Vajna,
Valdina, and stockholders who perfect dissenters' rights) will be entitled to
receive merger consideration of $2.52 per share upon conversion of their
Cinergi shares in the merger of the Company and CPEI Acquisition, Inc. Upon
completion of the merger, Cinergi will become wholly owned by Mr. Vajna and
Valdina.
The Company was formed in 1989 as an independent producer and distributor of
motion pictures which are distributed in domestic and international
theatrical and ancillary markets, including home video, cable and broadcast
television.
-more-
<PAGE> page 2
CINERGI PICTURES ENTERTAINMENT, 12/24/97
THIS PRESS RELEASE INCLUDES FORWARD LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES. CERTAIN FACTORS MAY CAUSE ACTUAL EVENTS TO DIFFER
MATERIALLY FROM THOSE CONTAINED IN THE FORWARD LOOKING STATEMENTS. NO
ASSURANCES CAN BE GIVEN THAT THE MERGER, WHICH IS SUBJECT TO A NUMBER OF
CONDITIONS AND TO TERMINATION IN CERTAIN CIRCUMSTANCES WILL BE CONSUMMATED.
ALTHOUGH THE COMPANY ANTICIPATES THAT THE MERGER WILL BE CONSUMMATED PRIOR TO
YEAR-END, THE MERGER COULD BE DELAYED BEYOND SUCH TIME AS A RESULT OF A
VARIETY OF FACTORS, INCLUDING THE TIME REQUIRED TO SATISFY CONDITIONS TO THE
MERGER. UNDER CERTAIN CIRCUMSTANCES, IF THE MERGER IS NOT CONSUMMATED IN
1997, THE PARTIES TO THE MERGER AGREEMENT WILL BE REQUIRED TO CONSENT TO AN
EXTENSION OF THE MERGER AGREEMENT. DUE TO THE ADDITIONAL OPERATING EXPENSES
AS A RESULT OF CONSUMMATING THE MERGER IN 1998, THERE CAN BE NO ASSURANCES
THAT THE PARTIES TO THE MERGER AGREEMENT WOULD AGREE TO AN EXTENSION OF THE
DECEMBER 31, 1997 DATE ON THE CURRENT TERMS OF THE MERGER AGREEMENT. CINERGI
AND ITS OPERATIONS ARE ALSO SUBJECT TO THE RISKS AND UNCERTAINTIES DESCRIBED
IN CINERGI'S REPORTS FILED FROM TIME TO TIME WITH THE SECURITIES AND EXCHANGE
COMMISSION, INCLUDING, WITHOUT LIMITATION, CINERGI'S QUARTERLY REPORT ON FORM
10-Q FOR THE QUARTER ENDED SEPT. 30, 1997, CINERGI'S FORM 8-K DATED APRIL 3,
1997 FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 4, 1997,
CINERGI'S FORM 8-K DATED JULY 9, 1997 FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON JULY 17, 1997, CINERGI'S FORM 8-K DATED AUGUST 25, 1997 FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 5, 1997, CINERGI'S
FORM 8-K DATED OCT. 2, 1997 FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON OCT. 9, 1997, CINERGI'S FORM 8-K DATED DECEMBER 12, 1997 FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 16, 1997, CINERGI'S ANNUAL
REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1996 AND CINERGI'S
DEFINITIVE PROXY STATEMENT DATED DECEMBER 1, 1997.
