-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I3E4mbpKNfEYoMK5ARUu806j/VA+IWohFdwlo7J8Zw0CgaMOrhIap9ih2BM9A/g3 8L0ZpRtee1K8k9IBI27VJQ== 0000912057-97-023767.txt : 19970710 0000912057-97-023767.hdr.sgml : 19970710 ACCESSION NUMBER: 0000912057-97-023767 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970709 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CINERGI PICTURES ENTERTAINMENT INC CENTRAL INDEX KEY: 0000922519 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 954247952 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43737 FILM NUMBER: 97638320 BUSINESS ADDRESS: STREET 1: 2308 BROADWAY CITY: SANTA MONICA STATE: CA ZIP: 90404 BUSINESS PHONE: 3103156000 MAIL ADDRESS: STREET 1: 2308 BROADWAY CITY: SANTA MONICA STATE: CA ZIP: 90404 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VAJNA ANDREW G CENTRAL INDEX KEY: 0000926004 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2309 BROADWAY CITY: SANTA MONICA STATE: CA ZIP: 90404 MAIL ADDRESS: STREET 1: GIBSON HOFFMAN & PANCIONE STREET 2: 1901 AVE OF THE STARS SUITE 1100 CITY: LOS ANGELES STATE: CA ZIP: 90067 SC 13D/A 1 SCH 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------- SCHEDULE 13D (RULE 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) Cinergi Pictures Entertainment Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 172470 10 6 - -------------------------------------------------------------------------------- (CUSIP Number) Ronald L. Blanc Blanc Williams Johnston & Kronstadt 1900 Avenue of the Stars, 17th Floor, Los Angeles CA 90067 (310) 552-2500 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 27, 1997 - -------------------------------------------------------------------------------- (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) - -------------------- (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 infrmation 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). SCHEDULE 13D FORMS 7060 - -------------------------------------------------------------------------------- - ------------------------------- ------------------------------ CUSIP NO. _______________ 13D PAGE _____ OF _____ PAGES - ------------------------------- ------------------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Andrew G. Vajna - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N.A. - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA. - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 6,821,318 -------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY -------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 6,448,977 -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,821,318 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.73% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 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 Andrew G. Vajna ("Vajna") 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 Vajna with respect to ownership of the Common Stock and in the restated Amendment No. 1 to the Schedule 13D filed jointly by Valdina Corporation N.V. ("Valdina") and The Mong Family Trust (the "Trust") 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 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 Vajna owns directly and the 372,341 shares of Common Stock owned by Mr. Warren Braverman on which Mr. Braverman has granted Vajna an irrevocable proxy. Vajna has sole voting power over 6,821,318 shares of Common Stock. Vajna has sole dispositive power over 6,448,977 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. 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 8, 1997 /s/ Andrew G. Vajna ------------------------------- Andrew G. Vajna 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. EX-1 2 EXHIBIT 1 - REDEMPTION AGREEMENT 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 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) - ------------------------------ --------------------------- Valdi Communications B.V. Willette Corporation S.A. 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 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 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 -------------------- Andrew G. Vajna 3 -----END PRIVACY-ENHANCED MESSAGE-----