CINERGI PICTURES ENTERTAINMENT INC
NT 10-Q, 1997-05-15
MOTION PICTURE & VIDEO TAPE PRODUCTION
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                                     UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549           SEC FILE NUMBER
                                                                      0-23958
                                      FORM 12b-25                  CUSIP NUMBER

                              NOTIFICATION OF LATE FILING

(CHECK ONE):  / /Form 10-K / /Form 20-F / /Form 11-K /X/Form 10-Q / /Form N-SAR

                 For Period Ended: March 31, 1997
                                  --------------------------------------------
                 /  / Transition Report on Form 10-K
                 /  / Transition Report on Form 20-F
                 /  / Transition Report on Form 11-K
                 /  / Transition Report on Form 10-Q
                 /  / Transition Report on Form N-SAR
                 For the Transition Period Ended:
                                                 ------------------------------
- -------------------------------------------------------------------------------
  READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
    NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS 
               VERIFIED ANY INFORMATION CONTAINED HEREIN.
- -------------------------------------------------------------------------------

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:

- -------------------------------------------------------------------------------

PART I -- REGISTRANT INFORMATION

- -------------------------------------------------------------------------------
Full Name of Registrant
  Cinergi Pictures Entertainment Inc.
- -------------------------------------------------------------------------------
Former Name if Applicable
   2308 Broadway
- -------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
  Santa Monica, California 90404
- -------------------------------------------------------------------------------
City, State and Zip Code

PART II -- RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)

       (a)  The reasons described in reasonable detail in Part III of this 
            form could not be eliminated without unreasonable effort or 
            expense;
       (b)  The subject annual report, semi-annual report, transition report
            on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof,
/X/         will be filed on or before the fifteenth calendar day following
            the prescribed due date; or the subject quarterly report of 
            transition report on Form 10-Q, or portion thereof will be filed
            on or before the fifth calendar day following the prescribed due
            date; and
       (c)  The accountant's statement or other exhibit required by Rule
            12b-25(c) has been attached if applicable.

PART III -- NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within 
the prescribed time period.

The Registrant has been unable to file the report on a timely basis without 
unreasonable effort and expense due to (i) a vacancy in the executive officer 
position which in the past was responsible for significant aspects of 
organizing preparation of the Form 10-Q and (ii) the involvement of the 
Registrant's other executive officers involved in preparation of the Form 
10-Q in the Registrant's discussions regarding the potential sale of a 
substantial portion of the Registrant's assets (other than those assets which 
the Registrant has agreed to sell to Walt Disney Pictures and Television).

                                               (ATTACH EXTRA SHEETS IF NEEDED)
                                                               SEC 1344 (6/84)



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PART IV -- OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
    notification
           Warren Braverman                   310                315-6000
    ---------------------------------- ----------------- ----------------------
                    (Name)                (Area Code)      (Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the
    Securities Exchange Act of 1934 or Section 30 of the Investment Company 
    Act of 1940 during the preceding 12 months or for such shorter period 
    that the registrant was required to file such report(s) been filed? If
    answer is no, identify report(s).                           /X/ Yes  / / No

    ---------------------------------------------------------------------------

(3) Is it anticipated that any significant change in results of operations 
    from the corresponding period for the last fiscal year will be reflected
    by the earnings statements to be included in the subject report or 
    portion thereof?                                            /X/ Yes  / / No

    If so, attach an explanation of the anticipated change, both narratively 
    and quantitatively, and, if appropriate, state the reasons why a reasonable
    estimate of the results cannot be made.

    During the three months ended March 31, 1996, Cinergi incurred a net loss 
    of $637,800. Cinergi currently estimates, subject to the completion of the 
    financial statements for the first quarter of 1997, a net loss of 
    $5,180,000 for the three months ended March 31, 1997. The larger loss in 
    the first quarter of 1997 compared to the first quarter of 1996 is due 
    in significant part to no operating expenses or interest expenses being 
    capitalized into film costs in the first quarter of 1997 in light of 
    Cinergi's agreement to sell substantially all of the films in its motion 
    picture library and certain other assets to Walt Disney Pictures and 
    Television and Cinergi's current intention not to commence production on 
    additional motion pictures.


                     CINERGI PICTURES ENTERTAINMENT INC.
             ---------------------------------------------------
                 (Name of Registrant as Specified in Charter)

    has caused this notification to be signed on its behalf by the undersigned
    hereunto duly authorized.


    Date  May 15, 1997                          By   /s/ WARREN BRAVERMAN
        ---------------------------------------    ----------------------------
                                                     Warren Braverman
                                                     Executive Vice President

INSTRUCTION: The form may be signed by an executive officer of the registrant 
or by any other duly authorized representative. The name and title of the 
person signing the form shall be typed or printed beneath the signature. If 
the statement is signed on behalf of the registrant by an authorized 
representative (other than an executive officer), evidence of the 
representative's authority to sign on behalf of the registrant shall be filed 
with the form.

____________________________________ATTENTION__________________________________

  INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
                      VIOLATIONS (SEE 18 U.S.C. 1001).
_______________________________________________________________________________


                             GENERAL INSTRUCTIONS

1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
   Rules and Regulations under the Securities Exchange Act of 1934.

2. One signed original and four conformed copies of this form and amendments
   thereto must be completed and filed with the Securities and Exchange 
   Commission, Washington, D.C. 20549, in accordance with Rule O-3 of the 
   General Rules and Regulations under the Act. The information contained in 
   or filed with the form will be made a matter of public record in the 
   Commission files.

3. A manually signed copy of the form and amendments thereto shall be filed 
   with each national securities exchange on which any class of securities of 
   the registrant is registered.

4. Amendments to the notifications must also be filed on form 12b-25 but need 
   not restate information that has been correctly furnished. The form shall 
   be clearly identified as an amended notification.

5. ELECTRONIC FILERS. This form shall not be used by electronic filers unable 
   to timely file a report solely due to electronic difficulties. Filers unable
   to submit a report within the time period prescribed due to difficulties in
   electronic filing should comply with either Rule 201 or Rule 202 of
   Regulation S-T (Section 232.201 or Section 232.202 of this chapter) or apply
   for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T 
   (Section 232.13(b) of this chapter).


 





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