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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
(INCLUDING A RESTATEMENT OF SCHEDULE 13D)
Cinergi Pictures Entertainment Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
172470 10 6
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(CUSIP Number)
Peter Gatehouse, Alternate Director
BT Trustees (Jersey) Limited
P. O. Box 634
Kensington Chambers
46-50 Kensington Place
St. Helier, Jersey JE4 8YZ
Channel Islands
011-441-534-885-234
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 3 ,1997
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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 / /.
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SCHEDULE 13D
CUSIP No. 172470 10 6
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Valdina Corporation N.V.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands Antilles
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NUMBER OF 7 SOLE VOTING POWER
SHARES 957,446
BENEFICIALLY ----------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING ----------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 957,446
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
957,446
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
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14 TYPE OF REPORTING PERSON*
CO
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Mong Family Trust
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Jersey, Channel Islands. U.K.
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NUMBER OF 7 SOLE VOTING POWER
SHARES 957,446
BENEFICIALLY ----------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING ----------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 957,446
----------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
957,446
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
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14 TYPE OF REPORTING PERSON*
OO
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SEE INSTRUCTIONS BEFORE FILLING OUT
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Pursuant to Rule 13d-2(c) under the Securities Exchange Act of 1934, as
amended, this amendment amends and restates the Reporting Persons' Schedule
13D dated June 17, 1994.
ITEM 1. SECURITY AND ISSUER
This relates to the Common Stock, $.01 par value per share (the "Common
Stock") of Cinergi Pictures Entertainment Inc., a Delaware corporation (the
"Issuer") which has an address at 2308 Broadway, Santa Monica, California 90404.
ITEM 2. IDENTITY AND BACKGROUND
This statement on Schedule 13D is being filed jointly by Valdina
Corporation N.V. ("VCNV") and The Mong Family Trust (the "Trust")(collectively,
the "Reporting Persons").
VALDINA CORPORATION N.V.
(1) Valdina Corporation N.V.
Castorweg 22-24
Suite 10
P.O. Box 155
Curacao, Netherlands Antilles
VCNV is a corporation organized under the lands of the Netherlands
Antilles.
Myron Dania is the Managing Director,. Mr. Dania is a citizen of the
Netherlands Antilles.
INFORMATION WITH RESPECT TO MR. DANIA
(a) Myron Dania
(b) Castorweg 22-24, Suite 10, P.O. Box 155. Curacao, Netherlands
Antilles
(c) Mr. Dania is the Managing Director of VCNV, Castorweg 22-24, Suite 10,
P.O. Box 155. Curacao, Netherlands Antilles. VCNV is a company which holds and
manages various investments.
(d) During the last five years, Mr. Dania has not been convicted in any
criminal proceedings (excluding traffic violations or similar misdemeanors).
(e) During the last five years, Mr. Dania has not been a party to any
civil proceeding of a judicial or administrative body of competent jurisdiction,
which, as a result of such proceeding, subjected him to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws, or finding any
violation with respect to such laws.
(f) Mr. Dania is a citizen of the Netherlands Antilles.
VCNV is owned ultimately 50.1% by The Trust, an Isle of Jersey Trust. BT
Trustees (Jersey), Ltd. is the Trustee of The Trust. The beneficiaries of The
Mong Family Trust are certain descendants
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of Mong Hing Yan, deceased (formerly a citizen and resident of Hong Kong),
including a son of Andrew G. Vajna, Chairman of the Board, President and Chief
Executive Officer of the Issuer.
THE MONG FAMILY TRUST
The Mong Family Trust
BT Trustees (Jersey) Ltd.
P. O. Box 634
Kensington Chambers
46-50 Kensington Place
St. Helier, Jersey JE4 8YZ
Channel Islands
The Mong Family Trust is a trust governed by the laws of Jersey, Channel
Islands. The Trustee of the Trust is BT Trustees (Jersey), Ltd., which has
management and control over the Trust Assets. The Mong Family Trust holds
assets for the ultimate benefit of certain descendants of Mong Hing Yan. Mong
Hing Yan died in November 1991 and was a citizen and resident of Hong Kong. The
Trustee of The Mong Family Trust has not, during the last five years, (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
become subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws, or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The initial Schedule 13D was filed as a result of the initial public
offering of the Issuer in 1994. The Mong Family Trust owned its interest in
VCNV and VCNV owned its interest in the Issuer prior to the initial public
offering. No funds were required for these transactions. Since the filing of
the Schedule 13D, the Reporting Persons have not purchased or sold any shares
of Common Stock.
ITEM 4. PURPOSE OF THE TRANSACTION
VCNV acquired its shares of Common Stock in connection with the sale of
a VCNV subsidiary to the Issuer. Such subsidiary was acquired by the Issuer
as of January 17, 1994 for consideration of $6,000,000, consisting of a
$3,300,000 promissory note of the Issuer (bearing interest at the rate of 6%
per annum, with principal and interest originally due January 17, 1995
(subsequently extended to January 17, 1997) and 957,446 shares of Common
Stock.
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On April 3, 1997, the Issuer and its subsidiary, Cinergi Productions N.V.
Inc. entered into a Purchase and Sale Agreement with Walt Disney Pictures and
Television, a subsidiary of the Walt Disney Company, to sell to Disney
substantially all of the films in the Issuer's motion picture library and
certain other assets. In exchange for the assets being sold to Disney, Disney
has agreed to relinquish its equity interest in the Issuer (555,556 shares of
Common Stock and a warrant to purchase 150,000 shares of Common Stock at an
exercise price of $9.00 per share), cancel its outstanding loans to the Issuer
(approximately $38,400,000 as of March 31, 1997), and assume with respect to the
films and rights therein being sold to Disney, all residual and participation
obligations, as well as all scheduled obligations relating to the Issuer's
existing exploitation agreements. In addition, upon consummation of the sale to
Disney, the Issuer's twenty-five film domestic distribution arrangement with an
affiliate of Disney, under which nine films have been delivered, will be
terminated. Additional information regarding the terms and conditions of the
sale of the film library and the provisions of the Purchase and Sale Agreement
(which is filed herewith as Exhibit C) is contained in the press release filed
herewith as Exhibit D, which is incorporated herein by this reference.
On April 3, 1997, the Issuer also announced that it does not presently
intend to commence production on any additional motion pictures (although the
agreement with Disney does not preclude the Issuer, pending consummation of the
sale, from commencing production on films that would not be distributed by
Disney) and that it is in the process of considering alternatives assuming
consummation of the sale of substantially all of the films in its film library
to Disney. The Issuer announced that such alternatives include disposing of the
assets which are not being sold to Disney, in one or a series of transactions.
The Issuer also announced that it currently anticipates that any decision made
regarding its alternatives assuming consummation of the film library sale to
Disney, will effectively result, after provision for the Issuer's remaining
liabilities, in a cash payment to the Issuer's stockholders in exchange for
their equity interests in the Issuer, although the Issuer noted no assurance can
be given that the film library sale to Disney or any additional transactions
will be consummated or that a cash payment of any type will be made to the
Issuer's stockholders (and that no assurance can be given as to the amount of
any cash payments, if made). Additional information regarding such
announcement, and the Issuer's consideration of its alternatives, as well as
additional information regarding other potential transactions, in contained in
the press release filed herewith as Exhibit E, which is incorporated herein by
this reference.
According an amended and restated Schedule 13D filed with the Securities
and Exchange Commission by Andrew G. Vajna, the Issuer's Chairman of the
Board, President and Chief Executive Officer, Mr. Vajna may seek to bid for
(and is engaged in preliminary discussions regarding) certain of the assets
that would remain assuming consummation of the sale of the film library to
Disney including, without limitation, certain development projects and the
"Cinergi" name. According to such Schedule 13D, no agreements have been
entered into with respect thereto and any such agreement would be subject to
approval of the Issuer's independent Board members, as well as all other
applicable approvals. Any such acquisition of assets by Mr.
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Vajna could take place directly as a purchase of assets from the Issuer or
indirectly after other assets have been sold by the Issuer to other parties.
Consummation of the sale of the film library to Disney would result in the
sale of a material amount of assets of the Issuer. Depending on the
alternatives chosen by the Issuer, additional transactions could result in (i)
sales of additional assets of the Issuer, (ii) dispositions of securities of the
Issuer by the current holders and the acquisition of such securities by the
Issuer, (iii) an extraordinary corporate transaction such as a merger or
liquidation, (iv) a change in the present board of directors and management of
the Issuer and in its capitalization, and/or (v) the Common Stock being delisted
from the NASDAQ National Market System and becoming eligible for termination of
registration under the Securities Exchange Act of 1934, as amended.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The Statement on Schedule 13D is being filed jointly by VCNV and Trust.
(a) VCNV beneficially owns 957,446 shares of Common Stock (7.1% of the
total number of outstanding shares of Common Stock).
The Trust beneficially owns 957,446 shares of Common Stock (7.1% of the
total number of outstanding shares of Common Stock).
According to the Issuer's Current Report on Form 8-K dated December 30,
1996, there are currently 13,446,874 shares of Common Stock outstanding
(consisting of 7,500,000 shares outstanding prior to the Issuer's initial
public offering, 3,691,556 shares issued in connection with the Issuer's
initial public offering in 1994, 3,000,000 shares issued in connection with
the Issuer's 1995 public offering and reduced by the 744,682 shares
repurchased by the Issuer as described in such Current Report on Form 8-K).
(b) VCNV:
sole power to vote or direct the vote 957,446
shared power to vote or direct the vote 0 shares
sole power to dispose of or to direct the disposition 957,446 shares
shared power to dispose of or direct the disposition of 0 shares
THE MONG FAMILY TRUST:
sole power to vote or direct the vote 957,446 shares
shared power to vote or direct the vote 0 shares
sole power to dispose of or to direct the disposition 957,446 shares
shared power to dispose of or to direct the disposition of 0 shares
(c), (d) and (e) are inapplicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
In conjunction with the sale of a VCNV subsidiary to the Issuer, VCNV
received certain "piggyback" registration rights, which, with certain
exceptions, require the Issuer to use its best efforts to include in any of the
Issuer's registration statements and shares requested by VCNV to be so included.
The Issuer will pay all registration expenses incurred by it, and VCNV will pay
all expenses directly incurred on its behalf in connection with any such
registration. The Issuer has also
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agreed to certain indemnification provisions in favor of VCNV in connection with
any such registration.
The foregoing agreement is attached as Exhibit B hereto and is incorporated
herein by this reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following documents are attached as Exhibits:
A. Joint Filing Agreement pursuant to Rule 13d-1(f)(1)(iii).
Incorporated by reference to the Schedule 13D of Valdina Corporation
N.V. and The Mong Family Trust dated June 17, 1994.
B. Agreement for the Purchase and Sale of Shares dated as of January 17,
1994 between the Issuer and Valdina Corporation N.V. with respect to
the purchase by the Issuer of Cinergi Productions N.V. Incorporated
by reference to Exhibit 10.39 to the Issuer's Registration Statement
on Form S-1, filed with the Commission on April 29, 1994 (Registration
No. 33-78386).
C. Purchase and Sale Agreement, dated April 3, 1997, by and between the
Issuer and Cinergi Productions N.V. Inc. and Walt Disney Pictures and
Television Incorporated. Incorporated by reference to Exhibit 2.1 to
the Issuer's Current Report on Form 8-K dated April 3, 1997.
D. Press Release issued on April 3, 1997 regarding sale of the Issuer's
film library. Incorporated by reference to Exhibit 99.1 to the
Issuer's Current Report on Form 8-K dated April 3, 1997.
E. Press Release issued on April 3, 1997 regarding the Issuer's
consideration of future plans. Incorporated by reference to Exhibit
99.2 to the Issuer's Current Report on Form 8-K dated April 3, 1997.
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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.
April 8, 1997 Valdina Corporation N.V.
By: /s/ Myron Dania
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Title: Managing Director
April 9, 1997 The Mong Family Trust
By: BT Trustees (Jersey) Ltd., Trustee
By: /s/ Peter Gatehouse
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Title: Alternate Director
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INDEX TO EXHIBITS
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SEQUENTIALLY NUMBERED
EXHIBITS PAGE NUMBER
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A. Joint Filing Agreement pursuant to Rule 13d-1(f)(1)(iii).
Incorporated by reference to the Schedule 13D of Valdina Corporation
N.V. and The Mong Family Trust dated June 17, 1994.
B. Agreement for the Purchase and Sale of Shares dated as of January 17,
1994 between the Issuer and Valdina Corporation N.V. with respect to
the purchase by the Issuer of Cinergi Productions N.V. Incorporated by
reference to Exhibit 10.39 to the Issuer's Registration Statement on
Form S-1, filed with the Commission on April 29, 1994
(Registration No. 33-78386).
C. Purchase and Sale Agreement, dated April 3, 1997, by and between the
issuer and Cinergi Productions N.V. Inc. and Walt Disney Pictures and
Television Incorporated. Incorporated by reference to Exhibit 2.1 to
the issuer's Current Report on Form 8-K dated April 3, 1997.
D. Press Release issued on April 3, 1997 regarding sale of the Issuer's
film library. Incorporated by reference to Exhibit 99.1 to the
Issuer's Current report on Form 8-K dated April 3, 1997.
E. Press Release issued on April 3, 1997 regarding the Issuer's
consideration of future plans. Incorporated by reference to Exhibit
99.2 to the Issuer's current Report on Form 8-K dated April 3, 1997.
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