-----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, UqcX0FoA5aBnuvJp3nGSNu8o1a/U45dbKjBALklcMOHfwdXLrxeAUi5w5fZRbtPF 4+JUUrXWhJ/0LpfJHs38nw== 0000912057-97-024463.txt : 19970718 0000912057-97-024463.hdr.sgml : 19970718 ACCESSION NUMBER: 0000912057-97-024463 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970709 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970717 SROS: NASD FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23958 FILM NUMBER: 97641973 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 8-K 1 FORM 8K 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): July 9, 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) ITEM 5. OTHER EVENTS ASSIGNMENT AGREEMENT WITH TWENTIETH CENTURY FOX. On July 15, 1997, Cinergi Pictures Entertainment Inc. and its subsidiary, Cinergi Productions N.V. Inc., (collectively, the "Company") entered into an Assignment Agreement with Twentieth Century Fox Film Corporation to sell to Fox, subject to certain conditions, the Company's rights in DIE HARD WITH A VENGEANCE in exchange for $11,250,000 in cash. Additional information regarding the terms and conditions of the sale of the Company's rights in DIE HARD WITH A VENGEANCE and the provisions of the Assignment Agreement (which is filed herewith as Exhibit 2.1) is contained in the press release filed herewith as Exhibit 99.1 which is incorporated herein by this reference. CHANGE IN BENEFICIAL OWNERSHIP OF ANDREW G. VAJNA, CHAIRMAN OF THE BOARD OF DIRECTORS AND CHIEF EXECUTIVE OFFICER OF THE COMPANY. On July 9, 1997, Andrew G. Vajna, Chairman of the Board and Chief Executive Officer of the Company, filed with the Securities and Exchange Commission an amendment to his Schedule 13D indicating that, upon redemption of certain shares in a foreign corporation by such corporation as described below (the "Redemption"), Mr. Vajna will be the beneficial owner (as determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended ("Rule 13d-3")) of 6,821,318 shares (approximately 50.7%) of the Company's Common Stock. Those 6,821,318 shares include (i) 372,341 shares (the "Proxy Shares") owned by Warren Braverman, the Company's Executive Vice President, Chief Operating Officer and Chief Financial Officer, which Mr. Vajna has the right to vote pursuant to an irrevocable proxy and (ii) 957,446 shares (the "Valdina Shares") owned by Valdina Corporation N.V. ("Valdina") which, upon such Redemption, will be indirectly beneficially owned 99.8% by Mr. Vajna and 0.2% by The Mong Family Trust which benefits certain descendants of Mong Hing Yan, including the son of Mr. Vajna (the "Trust"). Prior to effectiveness of such Redemption, Mr. Vajna beneficially owns (as determined in accordance with Rule 13d-3) 5,863,872 shares (approximately 43.6%) of the Company's Common Stock including the Proxy Shares, but excluding the Valdina Shares as to which Mr. Vajna has disclaimed beneficial ownership because, prior to the Redemption, Valdina is indirectly beneficially owned 49.9% by Mr. Vajna and 50.1% by the Trust and Mr. Vajna does not have voting, investment or dispositive power with respect to the Valdina Shares. On June 27, 1997, Valdina's indirect Dutch parent corporation ("Valdina Parent Corporation"), which was then owned 49.9% by Mr. Vajna and 50.1% by a corporation indirectly wholly owned by the Trust (the "Trust Subsidiary"), acted to redeem substantially all of the interest of the Trust Subsidiary in Valdina Parent Corporation (such Redemption anticipated by Mr. Vajna to be effective within sixty days of June 27, 1997). The consideration for the Redemption was the transfer by Valdina Parent Corporation to the Trust Subsidiary of Valdina Parent Corporation's right and interest in a portion of a pre-existing promissory note originally made by Mr. Vajna in favor of Valdina Parent Corporation in 1995 in an unrelated transaction. The foregoing information was obtained from Mr. Vajna and his Schedule 13D, as amended. 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 ----------- ---------------------- 2.1 Assignment Agreement, dated as of July 14, 1997, between Twentieth Century Fox Film Corporation and Cinergi Pictures Entertainment Inc. and Cinergi Productions N.V. Inc. 99.1 Press Release issued on July 16, 1997. -2- 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: July 15, 1997 By: /s/ Warren Braverman --------------------------------------------- Name: Warren Braverman Title: Chief Operating Officer, Chief Financial Officer and Executive Vice President -3- EXHIBIT INDEX EXHIBIT NO. DESCRIPTION OF EXHIBIT - ----------- ---------------------- 2.1 Assignment Agreement, dated as of July 14, 1997, between Twentieth Century Fox Film Corporation and Cinergi Pictures Entertainment Inc. and Cinergi Productions N.V. Inc. 99.1 Press Release issued on July 16, 1997. -4- EX-2.1 2 EXH 2.1, ASSIGNMENT AGREEMENT ASSIGNMENT AGREEMENT This Agreement dated as of July 14, 1997 ("ASSIGNMENT AGREEMENT") between TWENTIETH CENTURY FOX FILM CORPORATION, a Delaware corporation ("FOX"), on the one hand, and CINERGI PRODUCTIONS INC. now named CINERGI PICTURES ENTERTAINMENT INC., a Delaware corporation ("CPEI") and CINERGI PRODUCTIONS N.V. INC., a Delaware corporation ("CPNV"), previously known as CINERGI PRODUCTIONS N.V., on the other hand (collectively, "CINERGI"), is made with reference to the following facts: A. Fox and Cinergi entered into a One Picture Theatrical Motion Picture License Agreement dated as of April 15, 1994 ("ONE PICTURE LICENSE") with respect to the production of a Theatrical Motion Picture entitled "DIE HARD WITH A VENGEANCE" f/k/a "DIE HARD 3" ("PICTURE"), whereby Fox transferred certain rights to Cinergi and Cinergi assumed all obligations of Fox in connection therewith as such rights related to the Picture. B. Fox and Cinergi entered into a Memorandum of Agreement, dated as of September 9, 1992, as amended ("FOX AGREEMENT"), relating to the financing, distribution and exploitation of the Picture. Pursuant to the Fox Agreement, all of the distribution and exploitation rights in and to the Picture were divided into the "FOX RIGHTS" as set forth on Exhibit "A" attached hereto, and the "CINERGI RIGHTS", as set forth on Exhibit "B" attached hereto. C. Cinergi and Buena Vista International Inc. ("BVI") entered into that certain agreement dated as of September 10, 1992 ("BVI AGREEMENT"), whereby Cinergi licensed certain of the Cinergi Rights to BVI to distribute and exploit the Picture in certain foreign territories ("BVI RIGHTS") , which rights are set forth and attached hereto as Exhibit "C". D. Cinergi engaged Summit Entertainment L.P. and Summit UK Ltd. as sales agents (collectively "SUMMIT") to license certain of the Cinergi Rights in the Picture to subdistributors in certain foreign territories ("SUMMIT RIGHTS") pursuant to the "SUMMIT AGREEMENT(S)". With respect to the Summit Agreements, each subdistributor, and a summary of certain of the respective distribution rights, territories and terms are set forth and attached hereto as Exhibit "D". E. Fox and Cinergi now wish to enter into an agreement to transfer to Fox certain rights and obligations of Cinergi in connection with the Picture. NOW, THEREFORE, in consideration of the following covenants and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. CONDITIONS PRECEDENT: Except for those obligations which vest upon the signature of this Assignment Agreement or conditions which must be satisfied upon the signature of this Assignment Agreement, as more fully set forth below in Paragraph 16., Fox and Cinergi's obligations under this Assignment Agreement are conditioned upon the following "CONDITIONS PRECEDENTS": (a) a due diligence review by Fox, to be completed to -1- Fox's satisfaction within 5 business days of the date of this Assignment Agreement, of the relevant portions of all documents and agreements (including, but not limited to, agreements with third party distributors, status of residual payments, etc.), to be provided by Cinergi, as required by Fox in connection with the Picture and the Assignment Agreement; (b) the approval of Cinergi's stockholders of the sale of substantially all of the assets of Cinergi; (c) consummation of all of the transactions contemplated by the Purchase and Sale Agreement dated April 3, 1997 between Cinergi and Walt Disney Pictures and Television ("WDPT")(the "LIBRARY AGREEMENT", as such agreement may be amended from time to time by the parties thereto), including without limitation the delivery by Cinergi and WDPT to one another of all consideration to be delivered at the closing under the Library Agreement (the "WDPT CLOSING"). 2. CLOSING: The closing of this Assignment Agreement ("FOX CLOSING") and the assignment of rights hereunder shall take place concurrently with the WDPT Closing of the Library Agreement. Cinergi represents and warrants that the Library Agreement has been signed by the parties thereto. If the Library Agreement terminates or is terminated prior to the Fox Closing, then this Assignment Agreement will automatically terminate. If this Assignment Agreement is terminated pursuant to the provisions of this Paragraph, then all of the obligations of the parties hereto will terminate without liability of either party to the other and neither party shall have any remedies at law or at equity against the other. Except as set forth in the immediately preceding two sentences, neither party shall have the right to terminate this Assignment Agreement and if either party is in breach of this Assignment Agreement, each party's remedies shall be as provided in Paragraph 18.(c). 3. ASSIGNMENT OF RIGHTS: At the Fox Closing at which payment of the Purchase Price (as hereinafter defined in Paragraph 11.) is required to be made for the Fox Closing to be effective, Cinergi shall irrevocably and perpetually transfer and assign to Fox, its successors, assigns and licensees, in perpetuity and throughout the universe, all of Cinergi's present and future right, title and interest in and to the Picture ("GRANTED RIGHTS"), subject to the license of the BVI Rights during the BVI Term (as hereinafter defined) and the license of the Summit Rights during the Summit Terms (as hereinafter defined) and Cinergi's right to receive certain revenues derived under the Summit Agreements (as more specifically described below), which Granted Rights include without limitation those rights derived as follows: (a) DOCUMENTS: The Granted Rights include any and all of the rights either granted to Cinergi or held by Cinergi in connection with the Picture in or under the following documents: (i) The Fox Agreement, which rights include, without limitation, (A) the Cinergi Rights; (B) Cinergi's copyright ownership in the Picture and all elements thereof (copyright in the Picture and all elements thereof are currently vested jointly in Fox and Cinergi), including, without limitation, all advertising, promotional and marketing materials in connection with the Picture (e.g., press kits, EPKs, movie posters, web sites, and promotional films); (C) the right to retain or receive any amounts pursuant to Paragraphs 8.(a)(ii), 8.(b)(ii) and 8.(c)(ii) of the Fox Agreement; and (D) any right or interest in connection with any Sequel or Remake of the Picture, including without limitation, any right of -2- first negotiation/last refusal or any right to receive passive payments. The parties hereto acknowledge and agree that (1) Fox shall have no obligation to remit to or share with any party, including Cinergi, any revenue from the exploitation of the Fox Rights, (2) Fox shall have no obligation whatsoever to account to, render accounting statements to, or make payment to any third party participants or to Cinergi, other than to pay the Purchase Price to Cinergi, (3) Cinergi shall have no obligation whatsoever to account to, render accounting statements to, or make payment to Fox, (4) Cinergi shall have no obligation to remit to or share with Fox, any revenue from the exploitation of the Cinergi Rights, including without limitation the BVI Rights and the Summit Rights, or pursuant to Paragraph 9.(b) of the Fox Agreement, and (5) Cinergi shall have no obligation to pay the Fox Rights Fee as set forth in Paragraph 10. of the Fox Agreement and no obligation to remit to or share with any party, including Fox, any revenue from the exploitation of the Cinergi Rights. (ii) One Picture License. The parties hereto acknowledge and agree that Fox assumes no obligations in connection with the rights granted to Cinergi pursuant to the One Picture License, and that Cinergi's obligation to indemnify Fox in connection with Cinergi's assumption of obligations under the One Picture License remains in full force and effect, until such time as the Cinergi Rights are fully exploitable by Fox. (iii) The BVI Agreement, pursuant to which Cinergi has licensed the BVI Rights to BVI until the termination of the current term (or earlier termination, if applicable) ("BVI TERM") of exploitation of the BVI Rights, to expire on June 1, 2020, following which the BVI Rights will automatically revert to Fox in accordance with this Assignment Agreement. During the BVI Term, Fox will not be entitled to receive any monies in connection with the BVI Rights, including those amounts which would have been Cinergi's share of the overages. (iv) The Summit Agreements, pursuant to which Cinergi has licensed the Summit Rights until the termination of the current terms of each license agreement (or earlier termination, if applicable) ("SUMMIT TERM(S)") of exploitation of the Summit Rights, to expire as set forth in the respective license agreements between Summit and each of the licensees ("SUMMIT AGREEMENTS"), as substantially set forth on Exhibit "D" attached hereto, following which the Summit Rights will automatically revert to Fox, as each respective term ends, in accordance with this Assignment Agreement. If a Summit Term terminates early, then Cinergi may relicense the respective Cinergi Rights subject to such early termination, provided that the new license period does not extend beyond the current term of such licensed rights; and, if any of the Cinergi Rights are not licensed as of the date hereof, then Cinergi may license such rights hereafter, provided that the terms for such license(s) shall not extend beyond May 31, 2002. In either of the foregoing instances, Cinergi will provide Fox with a copy of any such new license agreement. During the Summit Term(s), Fox will not be entitled to receive any monies in connection with the Summit Rights. -3- (b) COPYRIGHT REVENUES: Without limiting Cinergi's right to receive monies derived directly from the distribution and the exploitation of the Cinergi Rights and BVI's right to receive monies derived directly from the distribution and exploitation of the BVI Rights, Cinergi grants to Fox the exclusive right to collect all royalties, fees and other revenues which Cinergi, or the current registered copyright owner of the Granted Rights, is otherwise entitled to collect by reason of any statute, governmental regulation, operation of law, or in any other manner, for, based upon or in connection with, in whole or in part, or directly or indirectly, any use of the Picture pursuant to any exercise of the Granted Rights ("COPYRIGHT REVENUES"), including the recording and/or retransmission of the signal embodying the Picture, as well as the secondary transmission or retransmission of the Picture, by any means now known or hereafter devised. (c) OTHER REVENUES: With the exception of the continuing revenue from the Summit Rights until the end of the Summit Term(s) (which shall be the sole property of Cinergi), all consideration payable to Cinergi by WDPT for the Library Agreement (which shall be the sole property of Cinergi), and BVI's rights to receive revenues from the BVI Agreement pursuant to Paragraph 3.(a)(iii) hereof (which shall be the sole property of BVI), any and all other revenues of any kind or nature, in connection with the Picture, from any and all sources whether or not referred to herein, are expressly assigned to Fox, and Cinergi, or Cinergi's successors in interest, shall immediately upon receipt thereof, transfer such revenues to Fox. Cinergi shall have no rights with respect to the Picture or any revenues therefrom except as expressly set forth in this Assignment Agreement. 4. PARTICIPANT ACCOUNTING: The parties acknowledge and agree that Fox is not assuming any obligation to pay any "PARTICIPATIONS" in the so-called "back-end" of the Picture (e.g., "net profits", "gross receipts", etc.) at any time, and that Cinergi will remain solely liable for any such participations and for any audit claims by all third party participants in connection with any and all participation statements and payments made by Cinergi. The participation statement rendered by Fox dated November, 1996 is the last statement to be rendered by Fox to Cinergi in connection with the Picture and Cinergi waives any and all rights it may have to audit or challenge any participation statement rendered by Fox to Cinergi with respect to the Picture. Cinergi shall have no obligation to render any further participation statements to Fox and Fox waives any and all rights it may have to audit or challenge any participation statements rendered by Cinergi to Fox in connection with the Picture. Any participations (or settlements or buy-outs in lieu of Cinergi paying such participation) paid by Cinergi to participants in the Picture after Cinergi's receipt of the Purchase Price (as defined below) will take into account the receipt by Cinergi of the Purchase Price. Cinergi and Fox each releases and discharges the other and each of the other's parents, subsidiaries, affiliates, shareholders, directors, officers, employees and agents (the "Fox Parties" and the "Cinergi Parties", respectively) from and against any and all claims, liabilities, contracts, agreements, causes of action, costs, expenses and obligations of every kind and nature whatsoever, known or unknown, contingent or fixed, liquidated or unliquidated, against any of either the Cinergi Parties or the Fox Parties, respectively, in connection with each party's accounting or obligation to account to any party in connection with the Picture. Each party waives all rights it may have or claim to have under the provisions of California Civil Code section 1542 or under -4- any equivalent statutory or decisional authority or law of any jurisdiction. Section 1542 of the California Civil Code provides as follows: A general release does not extend to claims which the creditor does not now 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 debtors. Each party understands that the facts with respect to which the foregoing release is given may hereafter turn out to be other than or different from the facts now known to it or believed by it to be true, and it therefore expressly assumes the risk of the facts turning out to be different and agrees that the foregoing release shall be in all respects effective and not subject to termination or rescission by any such difference in facts. 5. RESIDUAL ACCOUNTING: Cinergi will deliver any additional documents and records as required by Fox as reasonably necessary in connection with residual accounting for the Picture. The parties acknowledge and agree that Fox is assuming no liability for guild and union residuals for the Cinergi Rights and that Fox will have no obligation in connection therewith until such time as Fox commences receiving revenues derived from Fox's exploitation of the former Cinergi Rights. Fox will enter into the appropriate guild and union assumption agreements as required. Prior to such time, Cinergi, or Cinergi's licensees, shall remain obligated for the residual accounting for the Cinergi Rights. 6. CINERGI'S REPRESENTATIONS: Each of CPEI and CPNV hereby represent and warrant that each of the following statements is true and correct as of the date hereof and as of the payment of the Purchase Price at the Closing: (a) EXISTENCE: Each of CPEI and CPNV (i) is a corporation duly organized and validly existing in good standing under the laws of the State of Delaware and (ii) has the corporate power and adequate authority to make and carry out the transactions contemplated by this Assignment Agreement. (b) AGREEMENT AUTHORIZED: The execution, delivery and performance of this Assignment Agreement has been duly authorized by all necessary corporate action on the part of each of CPEI and CPNV, except for any applicable approval of CPEI's stockholders, which if required by applicable law will be sought by CPEI at the same time it seeks stockholder approval of the transactions contemplated by the Library Agreement. This Assignment Agreement has been duly executed and delivered by each of CPEI and CPNV and is a legally valid and binding obligation of each of CPEI and CPNV, enforceable against each of CPEI and CPNV in accordance with its terms, except as their respective obligations may be affected by bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws, or by equitable principles relating to or limiting creditors' rights or remedies generally. (c) NO CLAIMS/EXCLUSIVE PROPRIETOR/NO IMPAIRMENT: Subject to the terms and conditions of the BVI Agreement and the Summit Agreement(s): Cinergi is the exclusive proprietor, throughout the universe, of the Granted Rights; Cinergi has not assigned, licensed or in any manner encumbered, materially diminished or impaired -5- the Granted Rights; Cinergi has not committed any act by which the Granted Rights will be materially diminished or impaired or omitted to perform any material or commercially reasonable act necessary to preserve the Granted Rights; and to the best of Cinergi's knowledge, there are no outstanding claims or litigation pending against or involving the Granted Rights and none of the Granted Rights have been granted or assigned by Cinergi or any party acting with the authority of or on behalf of Cinergi to any party other than to Fox; upon the assignment to Fox of the Granted Rights, Fox will be the only owner of the Granted Rights, free and clear of all claims, liens (with the exception of customary guild liens with respect to the payment of residuals and BVI's lien), rights and interests of any person or entity. (d) ALL REQUIRED DOCUMENTATION HAS BEEN SUPPLIED: All necessary information has already been supplied to Fox regarding payment of residuals, and that the pages from the BVI Agreement provided to Fox are the only materially relevant pages thereof with respect to the Granted Rights, and that there are no other materially relevant documents which would in any manner effect the transfer of the Granted Rights to Fox. Exhibit "D" is a true and accurate representation of (i) all license agreements with respect to the Summit Rights, and (ii) all material information thereon including, without limitation, the "trigger dates" and "expiry dates" of each license agreement listed thereon. 7. FOX'S REPRESENTATIONS: Fox hereby represents and warrants that each of the following statements is true and correct as of the date hereof and as of the payment of the Purchase Price at the Closing: (a) EXISTENCE: Twentieth Century Fox Film Corporation (i) is a corporation duly organized and validly existing in good standing under the laws of the State of Delaware and (ii) has the corporate power and adequate authority to make and carry out the transactions contemplated by this Assignment Agreement. (b) AGREEMENT AUTHORIZED: The execution, delivery and performance of this Assignment Agreement has been duly authorized by all necessary corporate action on the part of Fox. This Assignment Agreement has been duly executed and delivered by Fox and is a legal, valid and binding obligation of Fox, enforceable against Fox in accordance with its terms, except as Fox's obligations may be affected by bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws, or by equitable principles relating to or limiting creditors' rights or remedies generally. 8. FULL INVESTIGATION: Fox hereby confirms that no representation or warranty relating to the Granted Rights has been made by Cinergi other than as set forth in this Assignment Agreement and that Fox is entering into this Assignment Agreement based on (a) Fox's review of the exhibits and schedules hereto, (b) Fox's own evaluation of the Granted Rights, and (c) Cinergi's representations and warranties as set forth in this Assignment Agreement. 9. COOPERATION: Cinergi may request that Fox provide certain information to Cinergi regarding Fox and the transactions contemplated by this Assignment Agreement in -6- connection with the preparation by Cinergi of a proxy statement (or similar materials) to be distributed to Cinergi's stockholders, and Fox will use reasonable good faith efforts to supply such information to Cinergi, as is reasonably required by Cinergi. In connection with Cinergi's preparation of such proxy materials, Fox shall be entitled to review and make recommendations with respect to the description of Fox and the description of the transactions contemplated by this Assignment Agreement to be contained in the proxy materials. 10. PUBLIC ANNOUNCEMENTS: Fox and Cinergi will consult with each other before issuing any press release or any public statement with respect to this Assignment Agreement and, except as may be required by applicable law or stock exchange regulations, will not issue any such press release or make any such public statement prior to such consultation. 11. CONSIDERATION: As consideration in full for the foregoing assignment of rights and for the representations, warranties and agreements made herein by Cinergi, Fox agrees to pay Cinergi the sum of $11,250,000 ("PURCHASE PRICE"), payable to Cinergi at Closing by wire transfer of immediately available funds to an account designated by Cinergi. 12. INDEMNIFICATION: (a) Cinergi hereby agrees to indemnify, defend, and hold harmless the Fox Parties against all third party claims, demands, causes of action, losses, liabilities, damages, judgments, deficiencies, costs and expenses, including without limitation reasonable attorneys', accountants' and expert witnesses' fees and the costs and expenses of enforcing this indemnification (whether or not litigation is commenced) incurred, arising out of or resulting from: (i) Cinergi's exploitation of the Cinergi Rights prior to the time that Fox has the right to commence exploitation thereof, respectively; (ii) any breach by Cinergi of any of Cinergi's representations, warranties and/or agreements contained in this Assignment Agreement; (iii) the assertion of any claim or demand, or the commencement or prosecution of any suit, action or other proceeding against any of the Fox Parties based on or arising from any obligation or liability of Cinergi which Fox has not expressly agreed to assume under the terms of this Assignment Agreement; and (iv) the assertion of any claim or demand, or the commencement or prosecution of any suit, action or other proceeding against any of the Fox Parties respecting or relating to this Assignment Agreement or the assignment of the Granted Rights hereunder, by or on behalf of Cinergi, any creditor or shareholder of Cinergi, any representative (including, without limitation, a trustee or receiver) of Cinergi, or any representative of creditors or shareholders of Cinergi, other than an action to enforce this Assignment Agreement. (b) Fox hereby agrees to indemnify, defend, and hold harmless the Cinergi Parties against all third party claims, demands, causes of action, losses, liabilities, damages, judgments, deficiencies, costs and expenses, including without limitation reasonable attorneys', accountants' and expert witnesses' fees and the costs and expenses of enforcing this indemnification (whether or not litigation is commenced) incurred, arising out of or resulting from: (i) Fox's exploitation of the Fox Rights; (ii) Fox's exploitation of the Cinergi Rights subsequent to the time that Fox has the right to -7- commence exploitation thereof, respectively; (iii) any breach by Fox of any of Fox's representations, warranties and/or agreements contained in this Assignment Agreement; (iv) the assertion of any claim or demand, or the commencement or prosecution of any suit, action or other proceeding against Cinergi based on or arising from any obligation or liability assumed by Fox pursuant to this Assignment Agreement. 13. SECURITY FOR CINERGI'S OBLIGATIONS: Cinergi or its successor in interest shall at all times for a period of 5 years from the Fox Closing maintain liquid assets of at least $500,000 to provide additional security to Fox to secure Cinergi's obligations hereunder. If the liquid assets of Cinergi or Cinergi's successor in interest fall below such level during such 5 year period, Cinergi shall grant Fox a security interest in $250,000 worth of collateral, subject to the mutual approval of Fox and Cinergi, or in lieu thereof, at Cinergi's election, either a letter of credit in favor of Fox in the amount of $250,000 from a bank with $200,000,000 or more of assets, or Andy Vajna's personal guarantee in the amount of $250,000. 14. INSURANCE: Cinergi will continue to maintain for 5 years from the date hereof a policy of errors and omissions insurance for the Picture naming Fox and it's parents, subsidiaries affiliates and licensees as additional insureds. Cinergi will also maintain directors and officers insurance for 4 years from the date hereof, with coverage up to $10,000,000, naming the Fox Parties as additional insureds, and Cinergi will provide Fox with satisfactory certificates of insurance evidencing same. 15. ADDITIONAL DOCUMENTATION: Both parties agree to perform such other and further acts and to execute, acknowledge and deliver such other and further documents and instruments as may reasonably be deemed necessary or appropriate by the other to carry out the intent of this Assignment Agreement. 16. OBLIGATIONS VESTING ON SIGNATURE: Notwithstanding anything to the contrary contained in this Assignment Agreement, prior to the Closing, upon signature of this Assignment Agreement the parties shall perform certain obligations in accordance with Paragraphs 1.(a), 9., 10., 12.(a)(iv), 14., and 15. 17. QUIET ENJOYMENT: Fox shall not take any actions which in any way disturb or interfere with BVI's full and unencumbered exercise of the BVI Rights pursuant to the BVI Agreement or in any way disturb or interfere with Cinergi's sublicensees full and unencumbered exercise of the Summit Rights pursuant to the Summit Agreements. In addition, Cinergi and Cinergi's exclusive licensees may continue to use all marketing materials (in their possession) for the Picture during their respective license terms, notwithstanding the assignment of rights in such materials to Fox pursuant to Paragraph 3. 18. RETURN OF MATERIALS: Cinergi has give Summit and BVI written notice that upon termination of the current Summit Terms and the BVI Term, respectively, all right, title interest and possession in and to the physical materials delivered to each licensee shall be transferred to Fox, and that Summit and BVI are obligated to return all physical materials to Fox, including without limitation, all internegatives, neutral backgrounds, alternative language tracks and dubbed or subtitled versions, as well as video cassettes or video discs -8- remaining unsold. All physical materials shall be delivered to Twentieth Century Fox Film Corporation, Library Services, 10201 Pico Boulevard, Los Angeles California, 90035. 19. MISCELLANEOUS: (a) INTERPRETATION: This Assignment Agreement may be amended or modified only by the written agreement of Cinergi and Fox. Nothing contained herein shall require the commission of any act or the payment of any compensation which is contrary to any law, governmental rule or regulation. If there shall exist any conflict between this Assignment Agreement and any such law, governmental rule or regulation, the latter shall prevail, and the provision(s) hereof affected shall be curtailed, limited or eliminated only to the extent necessary to remove such conflict and, as so modified, this Assignment Agreement shall continue in full force and effect. This Assignment Agreement shall be deemed to have been drafted by all the parties hereto, since all parties were assisted by their counsel in reviewing and agreeing thereto, and no ambiguity shall be resolved against any party by virtue of its participation in the drafting of this Assignment Agreement. (b) GOVERNING LAW: This Assignment Agreement shall be deemed to have been negotiated and entered into, and shall be construed in accordance with the laws of the State of California (or United States federal law if there is no California law applicable) as to agreements which are fully negotiated, signed and performed within California. All actions, proceedings or litigation arising from this Assignment Agreement shall be instituted and prosecuted solely within the State of California. Fox and Cinergi hereby consent to the jurisdiction of the state courts of California and the federal courts located in the State of California as to any matter arising out of or relating to this Assignment Agreement. (c) REMEDIES: Cinergi recognizes and confirms that in the event of a failure or omission by Cinergi constituting a breach of its obligations under this Assignment Agreement, whether or not material, the damages, if any, caused Cinergi are not irreparable or sufficient to entitle Cinergi to injunctive or other equitable relief. Consequently, Cinergi's rights and remedies shall be limited to the right, if any, to obtain damages at law and Cinergi shall not have any right in such event to terminate or rescind this Assignment Agreement or any of the rights granted to Fox hereunder or to enjoin or restrain the advertising, promotion, distribution, exhibition or exploitation of the rights granted hereunder and/or any of Fox's rights pursuant to this Assignment Agreement. Notwithstanding the foregoing the parties hereto acknowledge and agree that (1) the termination of the Assignment Agreement pursuant to Paragraph 2., shall not constitute a breach of this Assignment Agreement; (2) if all of the Conditions Precedent have been satisfied and thereafter Fox fails to pay the Purchase Price, Cinergi can bring an action for specific performance for the Fox Closing to occur and for payment of the Purchase Price, or a remedy at law for damages. (d) ASSIGNMENT: This Assignment Agreement is non-assignable by Cinergi, except to another company wholly-owned by Cinergi or the survivors in- interest of Cinergi. This Assignment Agreement may be assigned by Fox, provided that Fox will remain -9- liable for all of the obligation's of Fox hereunder, including payment of the Purchase Price if all of the Conditions Precedent have been satisfied. 20. ENTIRE AGREEMENT: Except as expressly amended by this Assignment Agreement, the Fox Agreement, as amended, and the One Picture License remain in full force and effect and together with this document expresses the binding and entire agreement between Fox and Cinergi and shall replace and supersede all prior arrangements and representations, either oral or written, as to the subject matter hereof. The parties have signed this Assignment Agreement as of the day and year written above. CINERGI PICTURES ENTERTAINMENT TWENTIETH CENTURY FOX FILM INC. ("CPEI") CORPORATION ("Fox") By /s/ Randy Paul By /s/ Robert B. Cohen --------------------------------- --------------------------------- Title Senior Vice President Title Executive Vice President, Legal Affairs CINERGI PRODUCTIONS N.V. INC. ("CPNV") By /s/ Randy Paul --------------------------------- Title Senior Vice President -10- SHORT FORM ASSIGNMENT "DIE HARD WITH A VENGEANCE" ASSIGNMENT: For good and valuable consideration, receipt of which is hereby acknowledged, the undersigned, CINERGI PRODUCTIONS INC. NOW NAMED CINERGI PICTURES ENTERTAINMENT INC. AND CINERGI PRODUCTIONS N.V. NOW NAMED CINERGI PRODUCTIONS N.V. INC. (COLLECTIVELY, "CINERGI"), does hereby transfer and assign to TWENTIETH CENTURY FOX FILM CORPORATION ("FOX"), its successors and assigns forever, all of Cinergi's present and future right, title and interest in and to "DIE HARD WITH A VENGEANCE" (the "PICTURE")("GRANTED RIGHTS"), including (a) the copyright in the Picture and all elements thereof, (b) the copyright in all advertising, promotional and marketing materials in connection with the Picture (e.g., press kits, EPKs, movie posters, web sites, and promotional films), (c) all sequel and remake rights and other analogous and allied rights, and all copyrights in connection therewith, (d) all tangible and intangible properties respecting the Picture whether in existence or known now or in the future, and (e) all of Cinergi's present and future right, title and interest in and to any of the literary material or underlying properties upon which the Picture was based, including and any and all synopses, treatments, scenarios, screenplays (but excluding the right to license certain international rights of distribution to the Picture, which have limited terms, as well as the right to receive proceeds in connection with such international distribution rights). CONTROLLING DOCUMENT: This transfer and assignment is subject to all the terms and conditions of the Assignment Agreement dated as of July 14, 1997 between Cinergi and Fox. IN WITNESS WHEREOF, the undersigned has executed this document on_____________, 199__, effective as of ____________________, 199__, the date of the closing of the aforesaid Assignment Agreement between Cinergi and Fox. CINERGI PICTURES ENTERTAINMENT INC. By __________________________________ Title CINERGI PRODUCTIONS N.V. INC. By __________________________________ Title State of______________________) ) SS County of_____________________) On___________________________________ before me,______________________________, (Date) (Name of Notary) personally appeared___________________________________________________________, (Name and Title of Signer) personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature_______________________________ (Seal) -2- EXHIBIT "A" FOX RIGHTS "FOX RIGHTS": All rights not specifically granted to Cinergi are retained by Fox, including: (a) DISTRIBUTION RIGHTS: Fox shall have the sole and exclusive right under copyright to exercise in the Licensed Territory all rights of Theatrical Distribution, Theatricial Exhibition, Non-Theatrical Distribution, Non-Theatrical Exhibition, Free Television Distribution, Free Television Exhibition, Pay Television Distribution, Pay Television Exhibition, and Home Video Distribution and Home Video Exhibition with respect to the Picture and trailers thereof and excerpts and clips therefrom, in any and all languages and versions, including dubbed, subtitled and narrated versions, using any form of Motion Picture Copy. (b) OTHER RIGHTS: Fox shall have the sole and exclusive right to exercise worldwide all other rights in addition to the Fox Distribution Rights with respect to Picture including, without limitation, Commercial Tie-In Rights; Legitimate Stage Rights; Literary Publishing Rights; Live Television Rights; Merchandising Rights; Music Publishing Rights; Radio Rights; Remake Rights; Sequel Motion Picture Rights; and Soundtrack Recording Rights; and the right to license clips from the Picture for other Motion Pictures (collectively, "OTHER RIGHTS", also known as ANCILLARIES") with respect to the Picture, and any Literary Material or musical material upon which the Picture is based. (c) "LICENSED TERRITORY": The Licensed Territory shall consist of Japan, the United States and Canada including territories and possessions, Bahamas, Bermuda, Panama Canal Zone and all ships and airlines owned by entities whose principal offices for licensing rights of Non-Theatrical Exhibition are located in the Licensed Territory. With respect to Ancillaries, the Licensed Territory will be the entire world. All capitalized words herein are as defined in the Fox Glossary, attached to the Memorandum of Agreement. EXHIBIT "B" CINERGI RIGHTS "CINERGI RIGHTS": Cinergi shall have the sole and exclusive right under copyright to exercise in all areas of the world other than the Licensed Territory all rights of Theatrical Distribution, Theatrical Exhibition, Non-Theatrical Distribution, Non-Theatrical Exhibition, Free Television Distribution, Free Television Exhibition, Pay Television Distribution, Pay Television Exhibition, and Home Video Distribution and Home Video Exhibition with respect to the Picture and trailers thereof and excerpts and clips therefrom (solely for marketing purposes), in any and all languages and versions, including dubbed, subtitled and narrated versions, using any form of Motion Picture Copy. All capitalized words herein are as defined in the Fox Glossary, attached to the Memorandum of Agreement. EXHIBIT "C" BVI RIGHTS As of August 1, 1994 Cinergi Productions, N.V. Polarisweg 35. St. 6 Willemstad, Curacao Netherlands, Antilles Gentlemen: The following sets forth the principal terms of the agreement between Buena Vista International, Inc. ("BVI") and Cinergi Productions, N.V. ("Cinergi") with respect to the acquisition of exclusive distribution and other rights by BVI to the full length theatrical motion picture tenantively entitled "Die Hard III" (the "Picture"). 1. INTENTIONALLY OMITTED. 2. DISTRIBUTION. a. Cinergi does hereby irrevocably grant, assign and license to BVI the exclusive right, title and interest in and to the Picture and each of its elements and all exclusive rights to distribute, exhibit, market and exploit the Picture in any and all manner and in all media, now known or hereafter devised including, without limitation, theatrical, non-theatrical, all forms of home video cassettes/discs, cartridges, tapes or similar devices now known or hereafter devised to be used in conjunction with a reproduction apparatus which causes the picture to be visible on the screen of a television receiver, television monitor or comparable device now known or hereafter devised in a private residence for viewing at the place of origin of such exhibition ("Home Video Devices") and all forms of television including, without limitation, standard, non-standard, subscription, pay television, cable and basic cable, satellite, etc. (including pay-per-view), fiber optic and digital delivery systems, etc. ("Television"); the right to advertise, publicize and promote the Picture including, without limtiation, the right to excerpt and/or synopsize the Picture and/or screenplay for the Picture [provided, that any such excerpt and/or synopsis shall not exceed Two Thousand Five Hundred (2,500) words in length]; commercial tie-ins (subject to (i) the rights of Fox under the Fox Agreement and (ii) the rights of principal talent under their respective agreements with Cinergi [copies of which Cinergi agrees to deliver pursuant to the delivery provisions of subparagraph 3.a. below]); subject to the prior consent of Cinergi and Fox, the right to change the title of the Picture; the right to finance, produce and distribute a "making of" promotional film (subject to the rights and approvals of all persons who provide services to the Picture [of which Cinergi shall deliver a written account pursuant to the delivery provisions of subparagraph 3.a. below], the applicable rights of Fox [of which Cinergi shall deliver a written account pursuant to the delivery provisions of subparagraph 3.a. below] and applicable guild and union requirements); the right to cut or edit the Picture for legal and censorship reasons, time parameters and standards and practices requirements of airlines, television stations and broadcasters; the right to subtitle and dub the Picture into foreign languages; the right with respect to all persons appearing in the Picture or performing production services therein to issue and authorize publicity concerning such persons and the right to use, reproduce, transmit, broadcast, exploit, publicize and exhibit their names and likenesses (subject to third party agreements with Cinergi, of which Cinergi shall deliver a written account of pertinent points pursuant to the delivery provisions of subparagraph 3.a. below) in transcriptions, advertising, distribution and exploitation of the Picture in the following territories: (i) Benelux (i.e. Belgium, the Netherlands and Luxembourg) (in the French, German, Dutch and Flemish languages); (ii) Scandinavia (i.e. Finland, Sweden, Norway, Iceland and Denmark); (iii) Central and South America (i.e. Antigua, Argentina, Barbuda, Belize, Bolivia, Brazil, Cayman Islands, Chile, Columbia, Costa Rica, Dominica, Dominican Republic, Ecuador, El Salvador, French Guiana, Grenada, Guadeloupe, Guatemala, Guyana, Haiti, Honduras, Jamaica, Martinique, Mexico, Montserrat, Netherlands Antilles, Nicaragua, Panama (excluding the Canal Zone), Peru, Saint Lucia, St. Kitts & Nevis, St. Vincent/Grenadines, Surinam, Tobago, Trinidad, Turks and Caicos Islands, and Venezuela); (iv) French-speaking Europe and Africa (i.e. Algeria, Andorra, Benin, Bukina Faso, Burundi, Cameroon, Central African Empire, Chad, Congo, Corsica, Dahomey, Djibouti, France, French military forces stationed in West Germany, Gabon, Guinea, Ivory Coast, Mali, Mauritania, Monaco (Monte Carlo), Morocco, Nigeria (English language excluded), Ruanda, Senegal, Togo, Tunisia, Zaire); (v) German-speaking Europe (i.e. Germany, Austria); (vi) the United Kingdom and Eire and (vii) Spain, Switzerland (in the Italian, French and German languages, excluding Italian language Home Video Device rights and Italian language Television rights), Taiwan, Portgual, Greece, and all of the respective territories, protectorates and possessions of all of the aforementioned, including planes and ships owned by entities whose principal offices for licensing rights of planes and ships are located in the respective nations (altogether, the "BVI Territory"). Cinergi shall have the right to distribute the Picture in all media, throughout the world, except for the BVI Territory ("Cinergi Territory"). Each party shall be solely responsible for all distribution costs and expenses in connection with the Picture in its respective territory including, without limitation, advertising costs and costs associated with the manufacture of prints and Home Video Devices. b. The terms of this Agreement (the "Term") shall commence as of the date hereof and terminate Twenty Five (25) years from the initial theatrical release of the Picture in any country of the BVI Territory. BVI agrees that such release will 2
EXHIBIT "D" DATE: 7 July 1997 Last Contract Log #97-2834 Last Amendment = EE433 ----------------- PICTURE TERRITORY DISTRIBUTOR ------- --------- ----------- NEW 4/97 DIE101 AFE 1 DIE HARD WAV AFRICA - EAST AF NEW 4/97 DIE102 AFW 1 DIE HARD WAV AFRICA - WEST AF NEW 4/97 DIE103 ALB 1 DIE HARD WAV ALBANIA EE NEW 4/97 DIE105 AUS 2 DIE HARD WAV AUSTRALIA/N.Z. FE VILLAGE ROADSHOW NEW 4/97 DIE106 BALTIC 2 DIE HARD WAV BALTICS (LAT, LITH, EST) EE NIKA-L LTD. NEW 4/97 DIE107 BANG 2 DIE HARD WAV BANGLADESH FE STAR TV (PSTV) NEW 4/97 DIE113 BULG 1 DIE HARD WAV BULGARIA EE NEW 4/97 DIE114 BURM 2 DIE HARD WAV BURMA FE STAR TV (PSTV) NEW 4/97 DIE119 CHINA 2 DIE HARD WAV CHINA FE MAIRIM NEW 4/97 DIE120 CIS 2 DIE HARD WAV C.I.S. EE EKATERINBURG ART NEW 4/97 DIE122 CROAT 2 DIE HARD WAV CROATIA EE OSCAR VISION (TH/V) NEW 4/97 DIE123 CZECH 2 DIE HARD WAV CZECH REPUBLIC EE LUMIERE (INTERSONIC) NEW 4/97 DIE130 HONG 2 DIE HARD WAV HONG KONG FE INTERCONTINENTAL NEW 4/97 DIE131 HUNG 2 DIE HARD WAV HUNGARY EE INTERCOM NEW 4/97 DIE132 INDIA 2 DIE HARD WAV INDIA, NEPAL, BHUTAN FE DISTANT HORIZON LTD. NEW 4/97 DIE132 INDIA 2 DIE HARD WAV INDIA, NEPAL, BHUTAN FE STAR TV (PSTV) NEW 4/97 DIE133 INDON 2 DIE HARD WAV INDONESIA FE CRYSTAL CORPORATION NEW 4/97 DIE134 ISRA 2 DIE HARD WAV ISRAEL EU A.D. MATALON NEW 4/97 DIE135 ITALY 2 DIE HARD WAV ITALY EU CECCHI GORI NEW 4/97 DIE137 MALAY 2 DIE HARD WAV MALAYSIA FE SUNNY FILM NEW 4/97 DIE139 MIDEA 2 DIE HARD WAV MIDDLE EAST EU JAGUAR NEW 4/97 DIE140 MIDEA 2 DIE HARD WAV MIDDLE EAST EU PARAMOUNT PICTURES NEW 4/97 DIE140 MIDEA 2 DIE HARD WAV MIDDLE EAST EU STAR TV (PSTV) NEW 4/97 DIE141 PAKI 2 DIE HARD WAV PAKISTAN/AFGANISTAN FE STAR TV (PSTV) NEW 4/97 DIE143 PHIL 2 DIE HARD WAV PHILIPPINES FE SOLAR FILMS NEW 4/97 DIE144 POL 2 DIE HARD WAV POLAND EE FILMWELL INT'L NEW 4/97 DIE147 ROMAN 2 DIE HARD WAV ROMANIA EE MEDIA PRO DIE HARD WAV ROMANIA EE CME (FTTV) NEW 4/97 DIE153 SERB 2 DIE HARD WAV SERBIA&MONT ONLY EE SCENECAST (TUCKVISION) NEW 4/97 DIE154 SING 2 DIE HARD WAV SINGAPORE/BRUN. FE SHAW RENTERS NEW 4/97 DIE155 SING 2 DIE HARD WAV SINGAPORE/BRUN. FE TCS (FTV) NEW 4/97 DIE156 SLOVA 2 DIE HARD WAV SLOVAKIA EE LUMIERE (INTERSONIC) NEW 4/97 DIE157 SLOVA 2 DIE HARD WAV SLOVAKIA EE CME (FTTV) NEW 4/97 DIE158 SLOVE 2 DIE HARD WAV SLOVENIA & MACEDONIA EE OSCAR (TH/V) NEW 4/97 DIE159 SLOVE 2 DIE HARD WAV SLOVENIA EE CME (FTTV) NEW 4/97 DIE160 SOUTHA 2 DIE HARD WAV SOUTH AFRICA/ZIM AF STER-KINEKOR NEW 4/97 DIE161 SOUTHK 2 DIE HARD WAV SOUTH KOREA FE DONG-A (DAI-ICHI) NEW 4/97 DIE163 SRI 2 DIE HARD WAV SRI LANKA FE LAKSHMI PICTURES NEW 4/97 DIE163 SRI 2 DIE HARD WAV SRI LANKA FE STAR TV (PSTV) NEW 4/97 DIE166 SWIT 2 DIE HARD WAV SWITZ - ITALIAN EU CECCHI-GORI - V,TV NEW 4/97 DIE168 THAI 2 DIE HARD WAV THAILAND FE APEX INTERNATIONAL NEW 4/97 DIE169 TURK 2 DIE HARD WAV TURKEY EU OZEN FILM PAY TV FTV ------ --- TH NT PV CV A S H HV PPV TER CAB SAT TER CAB SAT -- -- -- -- - - - -- --- --- --- --- --- --- --- NEW 4/97 NR NEW 4/97 NR NEW 4/97 NR NEW 4/97 X X X X NR X X X X X X X X X NEW 4/97 X X X NR X X NEW 4/97 NR STAR* NEW 4/97 NR NEW 4/97 NR STAR* NEW 4/97 X X X X NR X X X X X X X X NEW 4/97 X X X X NR X X NEW 4/97 OSC OSC OSC OSC NR OSC OSC NEW 4/97 LUM LUM LUM LUM NR LUM LUM NEW 4/97 X X X X NR X X X X X X X NEW 4/97 X X X X NR X X X X X X X X NEW 4/97 DH DH DH DH NR DH DH STAR* NEW 4/97 DH DH DH DH NR DH DH STAR* NEW 4/97 X X X X NR X X X X X X X X NEW 4/97 X X X X NR X X X X X X NEW 4/97 X X X X NR X X X X X X X X X NEW 4/97 X X X X NR X X X X X X NEW 4/97 JAG JAG JAG JAG NR JAG JAG JAG JAG PPI/Star* JAG JAG NEW 4/97 JAG JAG JAG JAG NR JAG JAG JAG JAG PPI JAG JAG NEW 4/97 JAG JAG JAG JAG NR JAG JAG JAG JAG STAR* JAG JAG NEW 4/97 NR STAR* NEW 4/97 X X X X NR X X X X X X X X X NEW 4/97 X X X X NR X X X X X X X X NEW 4/97 MP MP MP MP NR MP MP CME* MP MP MP MP NR MP MP CME* NEW 4/97 X X X X NR X X NEW 4/97 SHAW SHAW SHAW SHAW NR SHAW SHAW TCS TCS TCS NEW 4/97 SHAW SHAW SHAW SHAW NR SHAW SHAW TCS TCS TCS NEW 4/97 LUM LUM LUM LUM NR LUM LUM NEW 4/97 LUM LUM LUM LUM NR LUM LUM CME* NEW 4/97 OSC OSC OSC OSC NR OSC OSC CME* NEW 4/97 OSC OSC OSC OSC NR OSC OSC CME* NEW 4/97 X X X X NR X X X X X X X X X NEW 4/97 X X X X NR X X X X X X X X NEW 4/97 LAK LAK LAK LAK NR LAK LAK STAR* NEW 4/97 LAK LAK LAK LAK NR LAK LAK STAR* NEW 4/97 NR X X X X X X X NEW 4/97 X X X X NR X X X X X X NEW 4/97 X X X X NR X X X X X X X X X X NEW 4/97 NEW 4/97 NEW 4/97 TERM EXPIRY TBD = TO BE DETERMINED ----------- ---------------------- TRIGGER * # OF (IN TRIGGER Trigger EXPIRY EST/ NOTES EVENT YRS TV RUNS DAYS) DATE TYPE DATE ACT NOTES ----- ----- --- ------- ----- ---- ---- ---- --- ----- NEW 4/97 NEW 4/97 NEW 4/97 NEW 4/97 DEL F & T 12 16-May-95 DEL 16-May-07 A NEW 4/97 NOD PRINT 5 18-Aug-95 PAY 18-Aug-00 E NEW 4/97 START DATE 10 months 1-Apr-97 1-Feb-98 A NEW 4/97 NEW 4/97 START DATE 10 months 1-Apr-97 1-Feb-98 A NEW 4/97 DEL PRINT 11 26-May-95 DEL 26-May-06 A NEW 4/97 DEL PRINT 5 20-Feb-97 PAY 20-Feb-02 E NEW 4/97 NOD PRINT 5 22-May-95 NOD 22-May-00 A NEW 4/97 NOD PRINT 5 19-May-95 NOD 19-May-00 A NEW 4/97 NOD PRINT 7 17-May-95 NOD 17-May-02 A NEW 4/97 NOD PRINT 7 8-Jun-95 DEL 8-Jun-02 A NEW 4/97 NOD PRINT 7 19-May-95 NOD 19-May-02 A NEW 4/97 START DATE 10 months 1-Apr-97 1-Feb-98 A NEW 4/97 NOD PRINT 7 30-May-95 NOD 30-May-02 A NEW 4/97 NOD PRINT 7 22-May-95 NOD 22-May-02 A NEW 4/97 DEL FS by L/C 25 9-Jun-95 DEL 9-Jun-20 A NEW 4/97 DEL PRINT 7 1-Jun-95 DEL 1-Jun-02 A NEW 4/97 DEL PRINT 5 16-Jun-95 DEL 16-Jun-00 A NEW 4/97 START DATE 15 months 18-Nov-96 18-Feb-98 A NEW 4/97 START DATE 10 months 1-Apr-97 1-Feb-98 A NEW 4/97 START DATE 10 months 1-Apr-97 1-Feb-98 A NEW 4/97 DEL PRINT 7 30-May-95 DEL 30-May-02 A NEW 4/97 NOD PRINT 7 22-May-95 NOD 22-May-02 A NEW 4/97 NOD PRINT 5 26-Jul-95 NOD 26-Jul-00 A NOD 3 2 TBA NOD TBA NEW 4/97 NOD PRINT 5 19-May-95 NOD 19-May-00 A NEW 4/97 NOD F & T 5 18-May-95 NOD 18-May-00 A NEW 4/97 \\\ \\\ \\\ \\\ \\\ \\\ 19-Nov-99 A NEW 4/97 NOD PRINT 5 19-May-95 NOD 19-May-00 A NEW 4/97 NOD 3 2 TBA NOD TBA NEW 4/97 NOD PRINT 5 22-May-95 NOD 22-May-00 A NEW 4/97 NOD 3 2 TBA NOD TBA NEW 4/97 DEL PRINT 7 8-Jun-95 DEL 8-Jun-02 A NEW 4/97 DEL PRINT & D 7 30-May-95 DEL 30-May-02 A NEW 4/97 NOD PRINT 5 15-Jan-97 PAY 15-Jan-02 E NEW 4/97 NOD PRINT 5 15-Jan-97 PAY 15-Jan-02 E NEW 4/97 DEL FS by L/C 25 9-Jun-95 DEL 9-Jun-20 A NEW 4/97 NOD PRINT 7 18-May-95 NOD 18-May-02 A NEW 4/97 DEL F & T 7 30-Aug-95 PAY 30-Aug-02 A
Page 1 EX-99.1 3 EXH 99.1, PRESS RELEASE [Letterhead] CONTACT: Warren Braverman Joseph N. Jaffoni Chief Operating Officer David C. Collins Cinergi Pictures Entertainment Inc. Jaffoni & Collins Incorporated 310/315-6000 212/505-3015, e-mail: jciir@aol.com FOR IMMEDIATE RELEASE CINERGI PICTURES ENTERTAINMENT ANNOUNCES AGREEMENT TO SELL ITS RIGHTS IN DIE HARD WITH A VENGEANCE TO TWENTIETH CENTURY FOX Santa Monica, CA, (July 16, 1997) - Cinergi Pictures Entertainment Inc. (Nasdaq: CINE) (the "Company") announced today that it has entered into an agreement with Twentieth Century Fox Film Corporation to sell to Fox the Company's rights in DIE HARD WITH A VENGEANCE in exchange for $11,250,000 in cash. The Company owns DIE HARD WITH A VENGEANCE with Twentieth Century Fox. Twentieth Century Fox controls all sequel rights to the film, as well as distribution rights to the film in the United States, Canada and Japan (and certain additional minor territories), and worldwide in certain ancillary media. As part of the sale to Fox of the Company's DIE HARD WITH A VENGEANCE rights, the Company will relinquish the right to receive overages from those territories and media for which Fox controls distribution rights. Twentieth Century Fox will receive the Company's rights in DIE HARD WITH A VENGEANCE subject to the terms of the Company's existing exploitation agreements relating to such rights, including the Company's agreements with The Walt Disney Company and its affiliates. The Company, which controls distribution rights to DIE HARD WITH A VENGEANCE in certain international territories, has previously granted Disney distribution rights to the film in a portion of those international territories. The Company has agreed, upon consummation of the transactions contemplated by the Company's previously announced agreement to sell substantially all of the films in the Company's motion picture library and certain other assets to Disney (the "Film Library Sale"), to relinquish overages payable by Disney after January 1, -more- CINERGI TO SELL ITS RIGHTS IN DIE HARD WITH A VENGEANCE, 7/16/97 page 2 1997 with respect to DIE HARD WITH A VENGEANCE. However, the Company will still be entitled to receive any overages under its existing exploitation agreements which relate to DIE HARD WITH A VENGEANCE and are with parties other than Disney and Fox. Fox will continue to be responsible for the payment of residuals relating to distribution of the film in those territories for which Fox currently controls distribution rights, and, as the Company's existing exploitation agreements expire (including the Company's agreements with Disney) and the distribution rights in those territories revert to Fox, Fox will become responsible for the payment of residuals in the applicable territories covered by such exploitation agreements. The Company, however, will continue to be responsible for all participations due to profit participants in the film. The Company currently anticipates, subject to, among other things, actual future revenues generated by the film, that the Company's residuals and participation obligations with respect to such film will not exceed approximately $1,000,000. The sale to Fox is subject to several conditions including, among other things, consummation of the Film Library Sale to Disney and applicable approval of the Company's stockholders. No assurance can be given that the sale to Fox of the Company's rights in DIE HARD WITH A VENGEANCE will be consummated. If the Company's agreement with Disney regarding the Film Library Sale terminates, the Company's agreement to sell DIE HARD WITH A VENGEANCE to Twentieth Century Fox will automatically also terminate. This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may consist of any statement other than a recitation of historical fact and can be identified by the use of forward-looking terminology such as "may," "expect" or "anticipate" or other variations thereon or comparable terminology. All forward-looking statements are necessarily speculative and involve risks and uncertainties. Certain factors may cause actual events to differ materially from those referred to in the forward-looking statements. In addition, the Company and its operations are also subject -more- CINERGI TO SELL ITS RIGHTS IN DIE HARD WITH A VENGEANCE, 7/16/97 page 3 to the risks and uncertainties described in the Company's reports filed from time to time with the Securities and Exchange Commission. The Company does not have a policy of updating or revising forward-looking statements and it should not be assumed that silence by management of the Company over time means that actual events are bearing out as anticipated in such forward-looking statements. 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. # # # -----END PRIVACY-ENHANCED MESSAGE-----