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7059
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(RULE 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
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)
Myron Dania
Polarisweg 35, Suite 6
Willemstad, Curacao
Netherlands Antilles
011-599-9461-7799
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(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications)
June 27, 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 / /.
NOTE. Six copies of this statement, including all exhibits, should be
filed with the Commission. SEE Rule 13d-1 (a) for other parties to whom
copies are to be sent.
(Continued on following pages)
(Page 1 of Pages)
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, SEE the
NOTES).
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SCHEDULE 13D FORMS 7060
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CUSIP NO. _______________ 13D PAGE _____ OF _____ PAGES
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Valdina Corporation N.V.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N.A.
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands Antilles
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7 SOLE VOTING POWER
957,446
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY --------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 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* /X/
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.12%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Amendment No. 3 adds the following information to Items 4 and 7 of
the restated Amendment No. 1 and Amendment No. 2 to the Schedule 13D filed by
Valdina Corporation N.V. ("Valdina") with respect to ownership of the common
stock, par value $.01 per share (the "Common Stock") of Cinergi Pictures
Entertainment Inc. (together with its subsidiaries, the "Company").
ITEM 4 PURPOSE OF THE TRANSACTION
As reported in the restated Amendment No. 1 to the Schedule 13D filed by
Valdina with respect to ownership of the Common Stock and in the restated
Amendment No. 1 to the Schedule 13D filed by Andrew G. Vajna ("Vajna") with
respect to ownership of the same securities, Valdina owns 957,446 shares of the
Common Stock, constituting 7.12% of the Company's outstanding shares. Valdina,
in turn, is indirectly wholly owned (along with other entities and assets) by a
Dutch corporation that was 50.1% owned indirectly by The Mong Family (the
"Trust") and 49.9% owned by Vajna.
On June 27, 1997, the Dutch corporation redeemed 50% of its outstanding
shares, which had been owned indirectly by the Trust. The consideration for the
redemption was the transfer by the Dutch corporation to the owner of the
redeemed shares of the corporations's right and interest in a portion of a
pre-existing promissory note originally made by Vajna in favor of the Dutch
corporation in 1995 in an unrelated transaction.
By virtue of the above mentioned redemption, the shares of the Dutch
corporation owned by Vajna now constitute 99.8% of that corporation's
outstanding shares, and the shares still owned indirectly the Trust constitute
0.2% of its outstanding shares. Accordingly, Vajna is deemed to be the
beneficial owner of the 957,446 shares of Common Stock owned by Valdina as well
as the 5,491,531 shares of Common Stock
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previously reported as owned directly by Vajna and the 372,341 shares of Common
Stock previously reported as owned by Mr. Warren Braverman but subject to an
irrevocable proxy in favor of Vajna.
Valdina has sole voting power and sole dispositive power over 957,446
shares of Common Stock.
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS
The following document is attached as an Exhibit:
1. Redemption Agreement dated June 27, 1997, between Valdi
Communications B.V. and Willette Corporation S.A., with attached
restatement of a portion of promissory note.
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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.
July 9, 1997
Valdina Corporation N.V.
by: /s/ Myron Dania
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Myron Dania
Title: Managing Director
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INDEX TO EXHIBITS
EXHIBIT SEQUENTIALLY
NUMBERED PAGE
NUMBER
1. Redemption Agreement dated June 27, 1997, ---
between Valdi Communications B.V. and Willette
Corporation S.A., with attached restatement of a
portion of promissory note.
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EXHIBIT 1
THE UNDERSIGNED:
1. WILLETTE CORPORATION S.A., with registered address at: 21, Allee
Scheffer, L-2520, Luxembourg, ("Willette");
2. VALDI COMMUNICATIONS B.V., with registered address at: 1079 LH Amsterdam,
the Netherlands, Amsteldijk 166, ("Valdi"),
WHEREAS
1. Willette has sold and transferred 500 shares in the capital of Valdi to
Valdi, by notarial deed, executed on June 27, 1997;
2. Valdi is obliged to pay for these shares by transferring its receivables
under the Promissory Note, a copy of which is attached to this instrument,
NOW THEREFORE IT IS AGREED AS FOLLOWS:
ARTICLE 1
Valdi hereby transfers its receivables under the Promissory Note to Willette
who accepts the same from Valdi.
ARTICLE 2
All benefits and burdens connected with the receivables under the Promissory
Note will be for the account of Willette as of July 1, 1997.
ARTICLE 3
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Willette and Valdi will inform the Maker, as described in the Promissory
Note, of the present transfer. By this information all legal requirements for
the transfer of receivables are met.
ARTICLE 4
This agreement will be governed by the laws of the Netherlands.
Signed at Amsterdam on June 27, 1997.
/s/ Illegible /s/ Illegible (as attorney)
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Valdi Communications B.V. Willette Corporation S.A.
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PROMISSORY NOTE
70,000,000 GLDR June 27, 1997
This promissory Note ("the Note") amends and restates the promissory
note dated as of July 1, 1995 and amended on July 1, 1996, between the
undersigned as Maker and Valdi Communications B.V., a Netherlands corporation
("Payee"). The Maker promises to pay to Payee, at the place designated by the
Payee or holder the principal balance of this Note plus all accrued and
unpaid interest.
1. PRINCIPAL BALANCE.
The outstanding principal balance is 70,000,000 Netherlands
Guilders (GLDR).
2. MATURITY DATE.
The maturity date shall be December 31, 2002, at which time
principal and all accrued and unpaid interest shall be due and payable.
3. INTEREST.
The outstanding principal balance shall bear interest at the fixed
rate of six and three-quarters percent (6-3/4%) per annum (computed on the
basis of a fixed 360 day year and a 30 day month plus actual days accrued).
The first installment of interest shall be paid on or before the first
anniversary hereof and interest thereafter shall be paid in annual
installments on December 31 of each year until all principal and interest
shall be paid in full.
1
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4. COLLATERAL.
The Payee hereof reserves the right, on 30 days notice to Maker,
at any time to demand and receive collateral security in the form of a first
security interest in assets approved by Payee in an amount equal to the sum
of the unpaid principal balance, any accrued interest, and the next
installment of interest. Maker shall cooperate with Payee to execute all
documents and make the transfers to grant Payee the appropriate security
interest in accordance with the provisions of this section.
5. FURTHER PROVISIONS.
Principal and interest shall be payable in Netherlands Guilders.
The undersigned may prepay all or part of this Note at any time without
penalty. All principal and interest not paid when due shall bear interest
from such date until paid in full at the rate of ten percent (10%) per annum.
Payments shall be applied first to interest, then to accrued interest on past
due interest and then to principal.
An event of default hereunder shall occur if (a) any payment due
hereunder is not paid as and when due, (b) the undersigned breaches any
agreement or undertaking hereunder, (c) the undersigned becomes insolvent,
(meaning the inability to meet his obligations as and when due), (d) the
undersigned makes an assignment for the benefit of creditors or files a
petition in bankruptcy, (3) the undersigned is adjudged insolvent, or (f) an
involuntary petition in bankruptcy (or other similar statue) is filed against
the undersigned and is not dismissed within thirty (30) days after filing. If
any such event of default occurs, the holder hereof, at its option, may
declare all sums due hereunder immediately due and payable without notice or
demand.
In the event the holder of this Note incurs any loss, cost or
expense in enforcing or collecting this Note, in whole or in part, or in
enforcing any of the terms hereof, the undersigned agrees to pay the costs
and expenses so paid or incurred by the holder, including, without
limitation, reasonable attorney's fees and costs.
2
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Any extensions of time granted to the undersigned shall not
release the undersigned nor constitute a waiver of any payment due on
principal or interest or otherwise diminish the right of the holder of this
Note. The undersigned waives presentment for payment, demand and protest and
notice of protest, and of dishonor in nonpayment of this Note, and expressly
consents to an extension of the time of payment hereof, or of any installment
hereof, or to the release of any party liable for this obligation, and any
such extension or release may be made without notice to any of said parties
and without in any way affecting or discharging this liability.
The provisions of this Note are to be governed by the laws of the
Netherlands.
"MAKER"
By: /s/ Andrew G. Vajna
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Andrew G. Vajna
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