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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): December 12, 1997
CINERGI PICTURES ENTERTAINMENT INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-23958 95-4247952
(State or other (Commission (I.R.S. Employer
jurisdiction of Incorporation) File Number) Identification No.)
2308 BROADWAY, SANTA MONICA, CA 90404
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (310) 315-6000
N/A
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
FINAL MERGER CONSIDERATION. On December 12, 1997, Cinergi Pictures
Entertainment Inc. (the "Company") announced that, in accordance with the
terms of the Agreement of Merger dated as of September 2, 1997 among the
Company, Andrew G. Vajna (Chairman of the Board, President and Chief
Executive Officer of the Company), Valdina Corporation N.V. ("Valdina") and
CPEI Acquisition, Inc. ("Newco"), as amended by Amendment No. 1 to Agreement
of Merger dated as of November 23, 1997 by and among the Company, Mr. Vajna,
Valdina and Newco (as amended, the "Merger Agreement"), stockholders of the
Company (other than Mr. Vanjna, Valdina, and stockholders who perfect
dissenters' rights) will be entitled to receive final merger consideration of
$2.52 per share upon conversion of their shares of common stock of the
Company in the proposed merger of the Company and Newco. Additional
information regarding such announcement is contained in the press release
filed herewith as Exhibit 99.1 which is incorporated herein by this reference.
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
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2.1 Agreement of Merger, dated as of September 2, 1997,
by and among Andrew G. Vajna, Valdina Corporation
N.V., CPEI Acquisition Inc. and the Company.
Incorporated by reference to Exhibit 2.1 to the
Company's Current Report on Form 8-K, dated August
25, 1997, filed with the Securities and Exchange
Commission on September 5, 1997.
2.2 Amendment No. 1 to Agreement of Merger, dated as of
November 23, 1997. Incorporated by reference to
Exhibit (c)(1) to Schedule 13E-3/A (Amendment No. 2)
dated November 24, 1997, filed with the Securities
and Exchange Commission on November 24, 1997 by the
Company, CPEI Acquisition, Inc., Andrew G. Vajna and
Valdina Corporation N.V. with respect to the Company.
99.1 Press Release issued on December 12, 1997.
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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.
CINERGI PICTURES ENTERTAINMENT INC.
Date: December 16, 1997 By: /s/ Warren Braverman
-----------------------------------------
Name: Warren Braverman
Title: Chief Operating Officer,
Chief Financial Officer
and Executive Vice
President
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
2.1 Agreement of Merger, dated as of September 2, 1997,
by and among Andrew G. Vajna, Valdina Corporation
N.V., CPEI Acquisition Inc. and the Company.
Incorporated by reference to Exhibit 2.1 to the
Company's Current Report on Form 8-K, dated August
25, 1997, filed with the Securities and Exchange
Commission on September 5, 1997.
2.2 Amendment No. 1 to Agreement of Merger, dated as of
November 23, 1997. Incorporated by reference to
Exhibit (c)(1) to Schedule 13E-3/A (Amendment No. 2)
dated November 24, 1997, filed with the Securities
and Exchange Commission on November 24, 1997 by the
Company, CPEI Acquisition, Inc., Andrew G. Vajna and
Valdina Corporation N.V. with respect to the Company.
99.1 Press Release issued on December 12, 1997.
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NEWS ANNOUNCEMENT
[LETTERHEAD]
FOR IMMEDIATE RELEASE
CINERGI PICTURES ENTERTAINMENT CONFIRMS
FINAL MERGER CONSIDERATION OF $2.52 PER SHARE
- SPECIAL MEETING OF STOCKHOLDERS SCHEDULED FOR DECEMBER 23RD -
Santa Monica, CA, (December 12, 1997) -- Cinergi Pictures Entertainment Inc.
(Nasdaq: CINE) today reported that, in accordance with the terms of 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), stockholders of the
Company (other than Mr. Vajna, Valdina, and stockholders who perfect dissenters'
rights) will be entitled to receive final merger consideration of $2.52 per
share upon conversion of their Cinergi shares in the merger of the Company and
CPEI Acquisition, Inc.
The merger consideration was previously adjusted upwards by an aggregate of
$0.22 from an original purchase price of $2.30 per share as a result of the
following events: the Company's acceptance of an offer by The Walt Disney
Company to purchase the Company's rights in the soundtrack to EVITA for
$1,500,000, the receipt of $1,760,000 in overages with respect to the EVITA
soundtrack; the settlement of the Company's "first-look" arrangement with Oliver
Stone; and the collection (or sale) of certain receivables (other than those
relating to AN ALAN SMITHEE FILM).
No additional upward adjustment to the merger consideration resulted from the
merger agreement provision that the merger consideration would be adjusted
upwards in the event
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CINERGI PICTURES ENTERTAINMENT, INC., 12/12/97 page 2
the sum of certain prescribed adjustments pertaining to (i) the Company's
selling, general and administrative expenses from July 1, 1997 through the
Adjustment Date (December 9, 1997), (ii) the Company's ability to collect
certain receivables relating to AN ALAN SMITHEE FILM from July 1, 1997 through
the Adjustment Date, and (iii) the amount of monies contributed by the Company
to, or the amount of expenses incurred by the Company on behalf of, the
Company's wholly owned subsidiary, Cinergi Productions Inc. (California), (or
the visual effects facility previously operated by such subsidiary) from July 1,
1997 through the Adjustment Date, in each case measured against certain
specified amounts, resulted in a net positive dollar amount. The foregoing
calculation, however, resulted in a negative dollar amount and, therefore, did
not result in any additional upward adjustment to the merger consideration.
The merger is conditioned upon consummation of the transactions contemplated by
the Company's previously announced agreement to sell substantially all of the
films in its motion picture library and certain other assets to an affiliate of
The Walt Disney Co. and the Company's previously announced agreement to sell its
rights in DIE HARD WITH A VENGEANCE to Twentieth Century Fox Film Corporation.
The Merger is also subject to the satisfaction or waiver of several other
conditions, including, among others, (i) the approval of the Merger Agreement by
the affirmative vote of a majority of the shares of common stock voted
(including abstentions, but excluding broker non-votes) on a proposal to approve
the Merger Agreement at a special meeting of stockholders to be held in
connection with the merger, without taking into account those shares owned by
Mr. Vajna, Valdina, any affiliate of Mr. Vajna or Valdina, any executive officer
or director of the Company, or The Walt Disney Company, and (ii) that the
percentage of shares of common stock demanding appraisal does not exceed 15% of
the shares outstanding at the effective time of the merger. The Merger
Agreement may also be terminated and the merger abandoned in certain
circumstances including, among others, if the parties to the Merger Agreement
mutually agree, or if the Company's agreement with Disney regarding the sale of
substantially all of the films in the
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CINERGI PICTURES ENTERTAINMENT INC., 12/12/97 page 3
Company's motion picture library and certain other assets is terminated. As a
result of the merger, Cinergi will become wholly owned by Mr. Vajna and Valdina.
A Special Meeting of the Company's stockholders is being held on Tuesday,
December 23, 1997, at 10:00 am local time at the executive offices of the
Company to consider a proposal to approve the Merger and a proposal to approve
the sale of substantially all of the Company's assets, including the sale of
substantially all of the Company's film library, pursuant to the Company's
agreements with The Walt Disney Company and Twentieth Century Fox Film
Corporation. Assuming all conditions to the merger are satisfied, including
approval by the Company's stockholders, the Company currently anticipates that
the merger will be consummated shortly after the Special Meeting. However, 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 (and additional tax liabilities if the asset sale
transactions with The Walt Disney Company and Twentieth Century Fox Film
Corporation are also not consummated until 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.
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
FORM THOSE CONTAINED IN THE FORWARD LOOKING STATEMENTS. NO ASSURANCES CAN BE
GIVEN THAT THE MERGER, THE SALE OF SUBSTANTIALLY ALL OF THE FILMS IN THE
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CINERGI PICTURES ENTERTAINMENT INC., 12/12/97 page 4
COMPANY'S MOTION PICTURE LIBRARY AND CERTAIN OTHER ASSETS TO DISNEY, OR THE
SALE OF THE COMPANY'S RIGHTS IN DIE HARD WITH A VENGEANCE TO TWENTIETH
CENTURY FOX FILM CORPORATION (WHICH TRANSACTIONS ARE EACH SUBJECT TO A NUMBER
OF CONDITIONS AND TO TERMINATION IN CERTAIN CIRCUMSTANCES) WILL BE
CONSUMMATED. 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 EXHANGE 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 ANNUAL
REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1996 AND CINERGI'S
DEFINITIVE PROXY STATEMENT DATED DECEMBER 1, 1997.
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