-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, oNiBg24SVAkmZRaaOnZwvkpXW46GoM3+IqOObg55bmA/dYWIqZSga+qSuZ348QGf S82cxFjaJbuX1SRuy6k1FQ== 0000950127-94-000040.txt : 19941216 0000950127-94-000040.hdr.sgml : 19941216 ACCESSION NUMBER: 0000950127-94-000040 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19941215 SROS: NONE GROUP MEMBERS: CREDIT LYONNAIS GROUP MEMBERS: CREDIT LYONNAIS INTERNATIONAL SERVICES GROUP MEMBERS: MGM HOLDINGS CORP GROUP MEMBERS: MGM HOLDINGS CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CAROLCO PICTURES INC CENTRAL INDEX KEY: 0000801441 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 954046437 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38054 FILM NUMBER: 94564947 BUSINESS ADDRESS: STREET 1: 8800 SUNSET BLVD CITY: LOS ANGELES STATE: CA ZIP: 90069 BUSINESS PHONE: 3108598800 MAIL ADDRESS: STREET 1: 8800 SUNSET BLVD CITY: LOS ANGELES STATE: CA ZIP: 90069 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MGM HOLDINGS CORP CENTRAL INDEX KEY: 0000928714 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 510341552 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 19 BOULEVARD DES ITALIENS CITY: PARIS STATE: I0 ZIP: 75002 BUSINESS PHONE: 3104493820 MAIL ADDRESS: STREET 1: ATTN PATRICIA MAYER STREET 2: 2500 BROADWAY STREET BLDG F CITY: SANTA MONICA STATE: CA ZIP: 90404-3061 SC 13D/A 1 AMENDMENT #3 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________ SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Carolco Pictures Inc. (Name of Issuer) Common Stock, $.01 par value per share (Title of Class of Securities) 143763-10-0 (CUSIP Number) Mr. Rene-Claude with copies to: Jouannet David G. Johnson, Esq. MGM Holdings White & Case Corporation 633 W. 5th Street, 1, rue des Italiens Suite 1900 75009 Paris Los Angeles, CA 90071 France (213) 620-7700 011-331-42-95-7000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 13, 1994 ____________________________________________________________ (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 ( ). ____________ Check the following box if a fee is being paid with this statement ( ). SCHEDULE 13D CUSIP No. Page 2 of __ 143763-10-0 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MGM Holdings Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (X) (b) ( ) 3 SEC USE ONLY 4 SOURCE OF FUNDS See discussion in Item 5 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) ( ) 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER: 0 8 SHARED VOTING POWER: Common Stock: 104,928,758 See discussion in Item 5 9 SOLE DISPOSITIVE POWER: 0 10 SHARED DISPOSITIVE POWER: Common Stock: 104,928,758 See discussion in Item 5 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Common Stock: 104,928,758 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Common Stock 43.3% 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. Page 3 of __ 143763-10-0 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Credit Lyonnais International Services 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (x) (b) ( ) 3 SEC USE ONLY 4 SOURCE OF FUNDS See discussion in Item 5 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) ( ) 6 CITIZENSHIP OR PLACE OF ORGANIZATION France NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER: 0 8 SHARED VOTING POWER Common Stock: 104,928,758 See discussion in Item 5 9 SOLE DISPOSITIVE POWER: 0 10 SHARED DISPOSITIVE POWER Common Stock: 104,928,758 See discussion in Item 5 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Common Stock: 104,928,758 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Common Stock 43.3% 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. Page 4 of __ 143763-10-0 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Credit Lyonnais 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (x) (b) ( ) 3 SEC USE ONLY 4 SOURCE OF FUNDS See discussion in Item 5 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) ( ) 6 CITIZENSHIP OR PLACE OF ORGANIZATION France NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER: 0 8 SHARED VOTING POWER Common Stock: 104,928,758 See discussion in Item 5 9 SOLE DISPOSITIVE POWER: 0 10 SHARED DISPOSITIVE POWER Common Stock: 104,928,758 See discussion in Item 5 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Common Stock: 104,928,758 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Common Stock 43.3% 14 TYPE OF REPORTING PERSON CO This Amendment No. 3 is filed on behalf of MGM Holdings Corporation ("MGM Holdings"), Credit Lyonnais International Services ("CLIS") and Credit Lyonnais (collectively with MGM Holdings and CLIS, the "Reporting Persons") and amends Items 2, 3, 4, 5, 6 and 7 of the initial Statement dated September 7, 1993, filed by the Reporting Persons with respect to Series A Convertible Preferred Stock, par value $1.00 ("CPI Preferred Stock"), and Common Stock, par value $.01 ("CPI Common Stock"), of Carolco Pictures, Inc. ("CPI") as amended by Amendment No. 1 filed with the Commission on November 1, 1993 and Amendment No. 2 ("Amendment No. 2") filed with the Commission on August 23, 1994 (the "Schedule 13D"). This Amendment No. 3 is filed to disclose material developments in regard to the securities of CPI resulting from the termination of the proposed merger of CPI and another corporation, as more fully described herein, and related matters. ITEM 2. IDENTITY AND BACKGROUND. The address of the principal executive office of MGM Holdings is amended to read: 1, rue des Italiens 75009 Paris France Schedules I, II and III are amended to read as the attached Schedules I, II and III. ITEM 3. SOURCE AND AMOUNT OF FUNDS OF OTHER CONSIDERATION. Item 3 is hereby amended and supplemented as follows: The information set forth in Item 5 hereof is hereby incorporated by reference. ITEM 4. PURPOSE OF TRANSACTION. Item 4 is hereby amended and supplemented as follows: The Merger Agreement was terminated by the parties thereto on October 13, 1994 pursuant to a Termination Agreement, dated that date, among CPI, LIVE and CAC (the "Termination Agreement"). Upon the execution of the Termination Agreement, (i) the Merger Agreement automatically terminated and was of no further force and effect, (ii) all rights and obligations of the parties under the Merger Agreement were terminated, (iii) the Merger was abandoned, and (iv) except as set forth in the Termination Agreement, the parties and their respective officers and directors were released from liability under the Merger Agreement. The Investor Representation Agreement terminated upon the termination of the Merger Agreement. Each of the Amended Put and Call Agreement, the 1994 Stockholders Agreement and the Subordination Amendment was to become effective only upon the completion of the Merger and, accordingly, is of no force or effect. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended and supplemented as follows: (a) Credit Lyonnais, CLIS and MGM Holdings may be deemed beneficially to own:
Title of Class Number of Shares Percent of Class CPI Common Stock 52,417,521 21.6 CPI Common Stock 52,511,237 21.6 TOTAL 104,928,758 43.3* These shares may be acquired upon the conversion of 30,000 shares of CPI Preferred Stock and dividends accumulated as of October 1, 1994. These shares may be acquired upon the conversion of 5% Notes. * Does not foot due to rounding.
BY CANAL +
Title of Class Number of Shares Percent of Class CPI Common Stock 26,100,031 14.1 CPI Common Stock 21,840,634 11.8 TOTAL 47,940,665 25.8* These shares may be acquired upon the conversion of 12,500 shares of CPI Preferred Stock and dividends accumulated as of October 1, 1994. * Does not foot due to rounding.
BY PIONEER
Title of Class Number of Shares Percent of Class CPI Common Stock 46,420,574 18.1 CPI Common Stock 69,890,027 27.2 CPI Common Stock 2,643,109 1.0 CPI Common Stock 500,001 .2 TOTAL 119,453,711 46.5 These shares may be acquired upon the conversion of 40,000 shares of CPI Preferred Stock and dividends accumulated as of October 1, 1994. These shares are subject to a pledge agreement which does not satisfy the conditions set forth in SEC Rule 13-3(d)(3). These shares may be acquired upon the exercise of an option.
(c) CPI made one interest payment on the 5% Notes issued to MGM Holdings in an aggregate amount of $388,972 on October 14, 1994. CPI elected to make such payment in-kind in the form of additional securities. By their terms, the securities are convertible to approximately 648,287 shares of CPI Common Stock. The payments were made by mail to the offices of MGM Holdings. Since the date upon which Amendment No. 2 to this Schedule 13D was filed with the Commission, dividends have accrued, but have not been paid, on the CPI Preferred Stock issued to MGM Holdings, Canal+ and Pioneer. As of October 1, 1994, such accrued but unpaid dividends would, if converted to CPI Common Stock, equal 639,140 shares for MGM Holdings, 269,637 shares for Canal+ and 862,840 shares for Pioneer. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 is hereby amended and supplemented as follows: The information set forth in Items 4 and 5 hereof is hereby incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. EXHIBIT G Termination Agreement EXHIBIT H Joint Filing Statement Pursuant to Rule 13d- 1(f)1(iii) 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. December 14, 1994 (Date) MGM HOLDINGS CORPORATION /s/ Rene-Claude Jouannet ----------------------------- (Signature) Rene-Claude Jouannet ----------------------------- President and Treasurer ----------------------------- (Name/Title) 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. December 14, 1994 (Date) CREDIT LYONNAIS INTERNATIONAL SERVICES /s/ Dominique Ogee ----------------------------- (Signature) Dominique Ogee ----------------------------- Chief Executive Officer ----------------------------- (Name/Title) 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. December 14, 1994 (Date) CREDIT LYONNAIS /s/ G.E. Dufour ----------------------------- (Signature) G.E. Dufour ----------------------------- General Manager E.I.F. ----------------------------- (Name/Title) Schedule I Each person named below is a director or executive officer of MGM Holdings, whose principal business is described under Item 2 above. Except as otherwise set forth below, the principal business address of each person is the address of MGM Holdings set forth in Item 2 above.
Present principal occupation or employment; name, principal business and address of any corporation or other organization in which such employment is conducted if other than Name Citizenship MGM Holdings. Rene-Claude Jouannet France President and Treasurer of MGM Holdings, Director of MGM Holdings, General Counsel of Entertainment Industry Activities, Special Affairs Group of Credit Lyonnais Guy-Etienne Dufour France Secretary of MGM Holdings, Head of Entertainment Industry Financing, Special Affairs Group of Credit Lyonnais
Schedule II Each person named below is a director or executive officer of CLIS, whose principal business is described under Item 2 above. Except as otherwise set forth below, the principal business address of each person is the address of CLIS set forth in Item 2 above.
Present principal occupation or employment; name, principal business and address of any corporation or other organization in Name Citizenship which such employment is conducted if other than CLIS. Dominique Ogee France Chairman of the Board and Chief Executive Officer, Relationship Manager for Subsidiaries Department of Credit Lyonnais Michel Severe France Attorney-in-fact, Relationship Manager for Subsidiaries Department of Credit Lyonnais Genevieve Martin France Director, maiden Jacquier Relationship Manager for Subsidiaries Department of Credit Lyonnais Pierre Vanden France Director, Broeck Relationship Manager for Subsidiaries Department of Credit Lyonnais Josette Novel France Director, Relationship Manager for Subsidiaries Department of Credit Lyonnais Gabriel Apelojg France Attorney-in-fact, Relationship Manager for Subsidiaries Department of Credit Lyonnais Pascal Bloch France Attorney-in-fact, Relationship Manager for Subsidiaries Department of Credit Lyonnais
Schedule III Each person named below is a director or executive officer of Credit Lyonnais, whose principal business address is described under Item 2 above. Except as otherwise set forth below, the principal business address of each person is the address of Credit Lyonnais set forth in Item 2 above.
Present principal occupation or employment; name, principal business and address of any corporation or other organization in which such employment is conducted if other than Name Citizenship Credit Lyonnais. Jean Peyrelevade France Director, Member of the Executive Committee Chairman of the Board President of Credit Lyonnais Pierre Achard France Director, Financial Advisor to the French Embassy An der Marienkapelle 3 D-53179 Bonn, Germany Bernard Arnault France Director, President of LVMH 30, avenue Hoche 75008 Paris France Christian Babusiaux France Director, General Manager of the Office for Consumer Affairs, Price Supervision and Fraud Control of the Ministry of Economy 59, boulevard v. Ariol 75013 Paris France Jean-Pascal Beaufret France Director, Head of Department for Monetary and Financial Affairs and Head of Department for Insurance Affairs of the Ministry of Economy 139, rue de Bercy 75012 Paris France Georges Begot France Director, Credit Lyonnais employee Gilbert Coppens France Director, Credit Lyonnais employee Alain Gomez France Director, President of Thomson-CSF Jacky Hortaut France Director, Credit Lyonnais employee Jacques Journoud France Director, Credit Lyonnais employee Jean-Luc Lagardere France Director, President of Lagardere Group 4, rue de Presbourg 75116 Paris France Jean-Pierre Landau France Director, Director of Economic Relations for the Ministry of the Economy Jean-Marie Linguenheld France Director, Credit Lyonnais employee Didier Lombard France Director, General Manager of the Industry to the Ministry of Industry 3/5, rue Barbet de Jouy 75007 Paris France Philippe Nasse France Director, Director of Provisions, Ministry of the Economy Claude Pierre-Brossolette France Director, Vice-President of Eurofin Bank 41, rue de la Bienfaisance 75008 Paris France Francois Pinault France Director, President of Artemis 5, boulevard de la Tour-Maubourg 75007 Paris France Jean-Jacques Pouyadoux France Director, Credit Lyonnais employee Dominique Bazy France Head of Nonbanking Subsidiaries and Affiliates, Member of the Executive Committee Pascal Lamy France Member of the Executive Committee Credit Lyonnais employee Michel Renault France General Manager, Member of the Executive Committee Jacques Baudouin France Head of Strategy Division, Member of the General Management Committee Jean-Paul Betbeze France Head of Economic and Financial Research Division, Member of the General Management Committee Alfred Bouckaert France Head of European Division, Member of the General Management Committee Serge Boutissou France Head of International Division, Member of the General Management Committee Sylvain Carnot France Head of World Corporate Division, Member of the General Management Committee Jean Cedelle France Head of Group Financial Management Division, Member of the General Management Committee Nicholas Chaine France Head of Communication Division, Member of the General Management Committee Pierre Dorel France Domestic Branch Network Division, Member of the General Management Committee Jean-Yves Durance France Head of Domestic Branch Network Division, Member of the General Management Committee Robert Ganne France International Division, Member of the General Management Committee Herve de Gouyon France Head of General Inspection, Member of the General Management Committee Alain Hindie France Head of Asset Management Division, Member of the General Management Committee Bernard Laffineur France Data Processing Division, Member of the General Management Committee Chantal Lanchon France Head of Capital Markets Division, Member of the General Management Committee Pierre Laurent France Head of Data Processing Division, Member of the General Management Committee Olivier Mas France Head of Innovation, Project and Asset Finance Division Member of the General Management Committee Joseph Musseau France Head of Personnel Division, Member of the General Management Committee Jean-Francois Verny France General Secretary, Member of the General Management Committee
INDEX TO EXHIBITS Exhibit Title of Document G Termination Agreement H Joint Filing Statement Pursuant to Rule 13d-1(f)1(iii)
EX-99 2 TERMINATION AGREEMENT (EXHIBIT G) TERMINATION AGREEMENT This Termination Agreement (the "Agreement") is entered into as of this 13th day of October, 1994, by and among LIVE Entertainment Inc., a Delaware corporation ("LIVE"), Carolco Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of LIVE ("CAC"), and Carolco Pictures Inc., a Delaware corporation ("Carolco"). W I T N E S S E T H WHEREAS, the parties hereto have entered into that certain Agreement and Plan of Merger dated as of August 10, 1994 (the "Merger Agreement"); WHEREAS, Section 11.1(a) of the Merger Agreement provides that the Merger Agreement may be terminated and the proposed merger contemplated (the "Merger") thereby abandoned by mutual consent of LIVE and Carolco, as authorized by their respective Boards of Directors; and WHEREAS, the Boards of Directors of LIVE and Carolco deem it desirable and in the best interest of their respective corporations to terminate the Merger Agreement and abandon the Merger. NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants, and agreements herein contained, the parties hereto hereby agree as follows: 1. TERMINATION. Upon execution of this Agreement, each of the parties hereto agrees that (i) the Merger Agreement shall, automatically and without further action, terminate and be void and of no further force and effect, (ii) all rights and obligations of the parties under the Merger Agreement shall be terminated, (iii) the Merger shall be abandoned, and (iv) notwithstanding anything to the contrary contained in the Merger Agreement, there shall be no further liability thereunder on the part of Carolco, LIVE or CAC or their respective officers or directors, except as set forth herein. 2. FEES AND EXPENSES. All costs and expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby shall be paid by the party which incurred such costs and expenses, except that the legal fees and expenses incurred through the date of this Agreement in connection with the preparation of the draft registration statement and proxy statement/prospectus relating to the Merger will be shared equally by LIVE and Carolco. Promptly after execution hereof, LIVE and Carolco shall agree on the total amount of such fees and expenses. 3. CONFIDENTIALITY; RETURN OF DOCUMENTS. Notwithstanding the termination of the Merger Agreement, the parties hereto agree to continue to abide by and be bound by the provisions concerning confidentiality of non- public information and return of documents set forth in Section 9.5 of the Merger Agreement. 4. REPRESENTATIONS AND WARRANTIES. Each of LIVE and CAC hereby, jointly and severally, represent and warrant to Carolco, and Carolco hereby represents and warrants to LIVE and CAC, as follows: (a) Such corporation is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, has the requisite corporate power and authority to own its property and carry on its business as now being conducted, and is duly qualified to do business, and is in good standing, in California. (b) Such corporation has all requisite corporate power and authority to enter into and execute this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such corporation, the performance by such corporation of its obligations hereunder, and the consummation by such corporation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of such corporation including, without limitation, the approval of its Board of Directors, and no other act or proceeding on the part of such corporation is necessary to authorize the execution, delivery and consummation of this Agreement or the transactions contemplated hereby. (c) This Agreement has been duly and validly executed and delivered by such corporation and (assuming the valid authorization, execution and delivery of this Agreement by the other parties hereto) constitutes a valid and binding obligation of such corporation enforceable against such corporation in accordance with its terms, except (i) as its obligations may be affected by bankruptcy, insolvency, reorganization, moratorium or similar laws, or by equitable principles relating to or limiting creditors' rights generally, and (ii) that the remedies of specific performance, injunction and other forms of equitable relief are subject to certain tests of equity jurisdiction, equitable defenses and the discretion of the court before which any proceeding therefor may be brought. (d) The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, breach, conflict with, or result in any violation of, any provision of the Certificate of Incorporation or Bylaws of such corporation (e) Such corporation has not assigned or in any other way conveyed, transferred or encumbered all or any portion of any Claims (as defined in Section 5 below) covered by the Mutual Releases set forth in Section 5 below. 5. MUTUAL RELEASE. (a) As a condition of the termination of the Merger Agreement and as a material inducement for the parties hereto to enter into this Agreement: (i) Each of LIVE and CAC, for themselves, their successors, agents, affiliates and assigns, hereby fully and forever waives, remises, releases, and discharges Carolco and its affiliates, successors and assigns, agents, employees, consultants, representatives, stockholders, officers, and directors, past and present, from any and all rights, obligations, claims, liabilities, losses, damages, causes of action, actions, suits, demands, judgments, choses in action, residual claims or other claims or actions of any kind (collectively, "Claims"), if any, LIVE or CAC has had, may have had, now has or hereafter can, shall or may have against Carolco, of any kind or nature, by reason of or with respect to (a) the Merger Agreement, (b) the Merger, (c) any and all documents, filings, announcements or releases related to the Merger Agreement or the Merger, and (d) any alleged third-party beneficiary rights arising from the Merger Agreement or the Merger (collectively, (a), (b), (c) and (d) are sometimes referred to herein as the "Released Matters"); and (ii) Carolco, for itself, its successors, agents, affiliates and assigns, hereby fully and forever waives, remises, releases, and discharges LIVE and CAC and their respective affiliates, successors and assigns, agents, employees, consultants, representatives, stockholders, officers, and directors, past and present, from any and all Claims Carolco has had, may have had, now has or hereafter can, shall or may have against LIVE or CAC, of any kind or nature, by reason of or with respect to the Released Matters. (b) Notwithstanding anything to the contrary contained in (a)(i) or (a)(ii) above, the Released Matters shall not include any Claims in connection with or arising out of the litigation currently pending in the Court of Chancery in the State of Delaware, known as Ballan v. F.J. Afman, et al., Civil Action No. 13435. (c) Each of LIVE, CAC and Carolco acknowledges and agrees that the releases set forth in (a)(i) and (a)(ii) above (the "Mutual Releases") apply to all claims for losses, whether the losses are known or unknown, foreseen or unforeseen, patent or latent. Each of LIVE, CAC and Carolco expressly understands and acknowledges that Section 1542 of the Civil Code of California provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release which, if known by him, must have materially affected his settlement with the debtor." (d) Each of LIVE, CAC and Carolco hereby specifically waives any rights it may have under Section 1542 of the Civil Code of California to the extent such section may be deemed applicable to such party, as well as the provisions of all comparable, equivalent, or similar statutes and principles of common law of California, Delaware or any other jurisdiction and acknowledges and agrees that this waiver is an essential term of this Agreement. Each of LIVE, CAC and Carolco has been advised by legal counsel and understands and acknowledges the significance and consequences of the Mutual Releases and the specific waiver of Section 1542 and similar laws. Each of LIVE, CAC and Carolco understands and acknowledges that the significance and consequence of the waiver of Section 1542 and similar laws is, among other things, that even if it should suffer additional losses arising out of the Released Matters, it will not be able to make any claim for such losses. Furthermore, each of LIVE, CAC and Carolco acknowledges that it intends these consequences even as to claims for losses that may exist as of the date of this Agreement but which it does not know exist, and which, if known, would materially affect its decision to enter into the Mutual Releases, regardless of whether its lack of knowledge is the result of oversight, error, negligence, or any other cause. (e) If any term or provision of the Mutual Releases is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, (i) the remainder of the terms and provisions of the Mutual Releases shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and (ii) to the fullest extent possible, the provisions of the Mutual Releases (including, without limitation, all portions of any section of the Mutual Releases containing such provision held to be invalid, illegal or unenforceable that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable; provided, however, that LIVE and CAC, on the one hand, and Carolco, on the other hand, acknowledge and agree that the releases set forth in (a)(i) and (a)(ii) above are mutual, and in no event shall either the release set forth in (a)(i) or the release set forth in (a)(ii) be construed in a manner broader or more limited than the other release. 6. GOVERNING LAW. This Agreement and the rights of the parties hereunder shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, regardless of the laws of choice of law, or conflicts of law, of that or any other jurisdiction. 7. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original; but such counterparts together shall constitute but one and the same instrument. 8. ENTIRE AGREEMENT. This Agreement contains the entire understanding of the parties hereto with respect to the subject matter contained herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. 9. ADDITIONAL ASSURANCES. The parties hereto hereby expressly agree to sign and execute any and all additional documents and to use their best efforts to take any other actions as may be reasonably necessary or appropriate to carry out the intent of this Agreement. IN WITNESS WHEREOF, LIVE, CAC and Carolco have caused this Agreement to be signed by their respective officers thereunto duly authorized all as of the date first written above. LIVE ENTERTAINMENT INC. By:/s/ Robert P. Denton -------------------------- Name: Robert Denton Title: Vice President ATTEST: /s/ Michael J. White - -------------------------- Name: Michael J. White Title: Secretary CAROLCO ACQUISITION CORP. By:/s/ Steven E. Mangel -------------------------- Name: Steven E. Mangel Title: Senior Vice President ATTEST: /s/ Michael J. White - -------------------------- Name: Michael J. White Title: Secretary CAROLCO PICTURES INC. By:/s/ Robert W. Goldsmith -------------------------- Name: Robert W. Goldsmith Title: Senior Vice President ATTEST: /s/ William Shpall - -------------------------- Name: William Shpall Title: Executive Vice President EX-99 3 JOINT FILING STATEMENT (EXHIBIT H) JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(f)1(iii) The undersigned hereby agree that this statement shall be filed on behalf of each of them. December 14, 1994 (Date) CREDIT LYONNAIS /s/ G.E. Dufour ----------------------------- (Signature) G.E. Dufour/General Manager E.I.F. ----------------------------- (Name/Title) December 14, 1994 (Date) CREDIT LYONNAIS INTERNA- TIONAL SERVICES /s/ Dominique Ogee ----------------------------- (Signature) Dominique Ogee/Chief Executive Officer ----------------------------- (Name/Title) December 14, 1994 (Date) MGM HOLDINGS CORPORATION /s/ Rene-Claude Jouannet ----------------------------- (Signature) Rene-Claude Jouannet/President and Treasurer ----------------------------- (Name/Title) -----END PRIVACY-ENHANCED MESSAGE-----