-----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, WpYkEetG+eIqz9YOAsuhitYIbj/kTqEG6uMbN9rUyhenoQVe0sxxhpnfthtb6wxN DJFtimkb9l45Y1RTC5GvBw== 0000950172-98-000570.txt : 19980612 0000950172-98-000570.hdr.sgml : 19980612 ACCESSION NUMBER: 0000950172-98-000570 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980611 SROS: CSX SROS: NYSE SROS: PHLX GROUP MEMBERS: MAFCO HOLDINGS INC GROUP MEMBERS: PX HOLDING CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PANAVISION INC CENTRAL INDEX KEY: 0001022911 STANDARD INDUSTRIAL CLASSIFICATION: PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861] IRS NUMBER: 133593063 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-50029 FILM NUMBER: 98646306 BUSINESS ADDRESS: STREET 1: 6219 DE SOTO AVE CITY: WOODLAND HILLS STATE: CA ZIP: 91367 BUSINESS PHONE: 8183161000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MAFCO HOLDINGS INC CENTRAL INDEX KEY: 0000918939 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133603886 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 38 EAST 63RD STREET CITY: NEW YORK STATE: NY ZIP: 10021 BUSINESS PHONE: 2125728600 MAIL ADDRESS: STREET 1: 38 EAST 63RD STREET CITY: NEW YORK STATE: NY ZIP: 10021 SC 13D/A 1 SCHEDULE 13D - AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) (Amendment No. 1) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d- 1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) PANAVISION INC. ------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share ------------------------------------------------------------------------- (Title of Class of Securities) 69830E 209 ------------------------------------------------------------------------- (CUSIP Number) Barry F. Schwartz, Esq. MacAndrews & Forbes Holdings Inc. 35 East 62nd Street New York, New York 10021 (212) 572-8600 ------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Alan C. Myers, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 919 Third Avenue New York, New York 10022 (212) 735-3000 June 4, 1998 ------------------------------------------------------------------------ (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. CUSIP No. 69830E 209 13D 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. PX Holding Corporation ------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( ) (b) ( ) ------------------------------------------------------------------------- 3. SEC USE ONLY ------------------------------------------------------------------------- 4. SOURCE OF FUNDS AF ------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER -0- SHARES BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 5,784,199 EACH REPORTING 9. SOLE DISPOSITIVE POWER -0- PERSON WITH 10. SHARED DISPOSITIVE POWER 5,784,199 ------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,784,199 ------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) ------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 71.8% ------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO ------------------------------------------------------------------------- CUSIP No. 69830E 209 13D 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. Mafco Holdings Inc. ------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( ) (b) ( ) ------------------------------------------------------------------------- 3. SEC USE ONLY ------------------------------------------------------------------------- 4. SOURCE OF FUNDS WC ------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER -0- SHARES BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 5,784,199 EACH REPORTING 9. SOLE DISPOSITIVE POWER -0- PERSON WITH 10. SHARED DISPOSITIVE POWER 5,784,199 ------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,784,199 ------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) ------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 71.8% ------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO ------------------------------------------------------------------------- Item 1. Security and Issuer. This statement relates to the shares of common stock, par value $.01 per share (the "Common Stock"), of Panavision Inc., a Delaware corporation (the "Company"). The Company has its principal executive offices at 6219 DeSoto Avenue, Woodland Hills, California 91367. Item 2. Identity and Background. This statement is being filed by (i) Mafco Holdings Inc., a corporation organized under the laws of the state of Delaware ("Mafco"), the sole stockholder of which is Ronald O. Perelman and (ii) PX Holding Corporation, a wholly owned subsidiary of Mafco and a corporation organized under the laws of the state of Delaware ("PX Holding" and together with and Mafco, the "Reporting Persons") with respect to shares of Common Stock beneficially owned by the Reporting Persons. Mafco is a diversified holding company. The business address of the Reporting Persons is 35 East 62nd Street, New York, New York 10021. To the knowledge of the Reporting Persons, during the last five years neither the Reporting Persons nor, to the best of their knowledge, any of the persons listed on Schedule I, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. The Reporting Persons have purchased 5,784,199 shares of Common Stock from the Company at a price of $26.69 per share. The purchase price for such shares totaled approximately $154,000,000. The funds used to purchase the shares came from resources available to Mafco. Item 4. Purpose of Transaction. As previously reported by the Reporting Persons, on December 18, 1997, PX Holding, PX Merger Corporation, a Delaware corporation and a wholly owned subsidiary of PX Holding ("PX Merger"), and the Company entered into an Agreement of Recapitalization and Merger (the "Recapitalization Agreement"), providing for the merger (the "Merger") of PX Merger with and into the Company, whereupon the separate existence of PX Merger would cease and the Company would continue as the surviving corporation. The Merger and the transactions contemplated thereby were consummated on June 4, 1998, at which time (i) PX Merger merged with and into the Company and (ii) PX Holding acquired 5,784,199 shares of Common Stock (the "Stock Purchase Shares"). After giving effect to the Merger, the members of the board of directors of the Company included Mr. Perelman, William C. Scott, John S. Farrand, Howard Gittis, James R. Maher, Joseph P. Page, Martin D. Payson and Kenneth Ziffren. As previously reported, in connection with entering into the Recapitalization Agreement, Mafco, the Company and Warburg, Pincus Capital Company, L.P., a Delaware limited partnership ("Warburg") entered into the Voting and Stockholders Agreement, dated December 18, 1997, as amended and restated on April 16, 1998 (the "Stockholders Agreement"). Pursuant to the Stockholders Agreement, after giving effect to the Merger, Mafco has an option to purchase at $30.00 per share of Common Stock, 1,526,040 shares of Common Stock (the "Warburg Shares") from Warburg and Warburg has an option to sell at $25.00 per share of Common Stock, the Warburg Shares. Each such option is exercisable in whole, but not in part, during the period beginning on June 4, 1999 and ending on June 4, 2000. Concurrently with the Merger, (i) the certificate of incorporation of the Company was amended and restated in accordance with the terms of the Recapitalization Agreement and (ii) the bylaws of PX Merger as in effect at the effective time of the Merger became the bylaws of the Company. The foregoing summary of the Recapitalization Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit. The Stockholders Agreement is attached hereto as Exhibit II and is incorporated herein by reference in its entirety. The foregoing summary of the Stockholders Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit. The Reporting Persons do not have any plans or proposals, other than those described in the preceding paragraphs, which relate to or would result in any of the actions or transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to acquire or dispose of Common Stock, or to formulate other purposes, plans or proposals regarding the Company or the Common Stock held by the Reporting Persons to the extent deemed advisable in light of general investment policies, market conditions and other factors. Item 5. Interest in Securities of the Issuer. (a)-(b) As of June 4, 1998, following the recapitalization of the Company and based upon information provided by the Company, there were 8,055,619 shares of Common Stock outstanding, of which, as a result of the acquisition of the Stock Purchase Shares, the Reporting Persons may be deemed to have beneficial ownership of 71.8% of the Common Stock then outstanding. (c) Other than the transactions described in Item 4 of this Schedule 13D, there were no transactions by the Reporting Persons during the past 60 days. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. See Item 4, above. Except as provided in the Recapitalization Agreement or the Stockholders Agreement or as set forth herein, to the best of the Reporting Persons' knowledge, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 or between such persons and any other person with respect to any securities of the Company, including but not limited to transfer or voting of any such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Pursuant to the Registration Rights Agreement, dated as of June 5, 1998, by and between the Company and PX Holding, the Company has granted certain rights to the Reporting Persons with respect to the registration under the Securities Act of 1933, as amended, of the Stock Purchase Shares held by the Reporting Persons or their transferees. The Registration Right Agreement relating to such rights is attached hereto as Exhibit III. The Stock Purchase Shares owned by the Reporting Persons are, and shares of intermediate holding companies may from time to time be, pledged to secure obligations. Item 7. Material to be Filed as Exhibits. Exhibit I - Agreement pursuant to Rule 13d-1(f) filed herewith. Exhibit II - Amended and Restated Voting and Stockholders Agreement, by and among Warburg, Pincus Capital Company, L.P., Panavision Inc. and Mafco Holdings Inc., dated as of April 16, 1998. Exhibit III - Registration Rights Agreement, by and between PX Holding Corporation and Panavision Inc., dated as of June 5, 1998. 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. Date: June 11, 1998 MAFCO HOLDINGS INC. By: /s/ Barry F. Schwartz -------------------------------- Name: Barry F. Schwartz Title: Executive Vice President and General Counsel PX HOLDING CORPORATION By: /s/ Barry F. Schwartz -------------------------------- Name: Barry F. Schwartz Title: Executive Vice President and General Counsel SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF Mafco Holdings Inc. Set forth below is each director and executive officer of Mafco Holdings Inc. Unless otherwise indicated each person identified below is principally employed by Mafco Holdings Inc. The principal address of Mafco Holdings Inc. and, unless otherwise indicated below, the current business address for each individual listed below is 35 East 62nd Street, New York, New York 10021. Each such person is a citizen of the United States. Name and Address Present Principal Occupation or Employment Ronald O. Perelman Director, Chairman and Chief Executive Officer Donald G. Drapkin Director and Vice Chairman Irwin Engelman Executive Vice President and Chief Financial Officer Howard Gittis Director and Vice Chairman James R. Maher Director and President Barry F. Schwartz Executive Vice President and General Counsel DIRECTORS AND EXECUTIVE OFFICERS OF PX Holding Corporation Set forth below is each director and executive officer of PX Holding Corporation. The principal address of PX Holding Corporation and the current business address for each individual listed below is 35 East 62nd Street, New York, New York 10021. Each such person is a citizen of the United States. Ronald O. Perelman Director, Chairman of the Board and Chief Executive Officer Howard Gittis Director and Vice Chairman Irwin Engelman Executive Vice President and Chief Financial Officer Barry F. Schwartz Executive Vice President and General Counsel EX-99 2 EXHIBIT I - AGREEMENT EXHIBIT I: Agreement pursuant to Rule 13d-1(f) filed herewith Pursuant to Rule 13d-1(f) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agree that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below. MAFCO HOLDINGS INC. By: /s/ Barry F. Schwartz -------------------------------- Name: Barry F. Schwartz Title: Executive Vice President and General Counsel PX HOLDING CORPORATION By: /s/ Barry F. Schwartz -------------------------------- Name: Barry F. Schwartz Title: Executive Vice President and General Counsel EX-99 3 EXHIBIT II - AMENDED AND RESTATED VOTING AND STOCKHOLDERS AGREEMENT AMENDED AND RESTATED VOTING AND STOCKHOLDERS AGREEMENT Amended and Restated Voting and Stockholders Agreement, dated as of April 16, 1998 (this "Agreement"), by and among Warburg, Pincus Capital Company, L.P., a Delaware limited partnership ("Warburg"), Panavision Inc., a Delaware corporation (the "Company"), and Mafco Holdings Inc., a Delaware corporation ("Purchaser"). Capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement (as defined below). R E C I T A L S WHEREAS, the Company, Purchaser and Warburg, have previously entered into a Voting and Stockholders Agreement, dated as of December 18, 1997, as amended by the First Amendment dated as of March 16, 1998 (collectively, the "First Stockholders Agreement") and now wish to restate the First Stockholders Agreement in its entirety; and WHEREAS, PX Holding Corporation, a Delaware corporation ("Holdings"), PX Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Holdings ("Merger Sub"), and the Company have previously entered into an Agreement of Recapitalization and Merger, dated as of December 18, 1997 (as such agreement may hereafter be amended from time to time, the "Merger Agreement"), pursuant to which Merger Sub shall be merged with and into the Company (the "Merger"); and WHEREAS, as an inducement and a condition to the Company and the Purchaser's subsidiaries entering into the Merger Agreement and incurring the obligations set forth therein, each of the Company, the Purchaser and Warburg required the other parties hereto to enter into the First Stockholders Agreement. NOW, THEREFORE, in consideration of the foregoing and the mutual promises, representations, warranties, covenants and agreements contained herein and in the Merger Agreement, the parties hereto, intending to be legally bound hereby, agree to amend and restate the First Stockholders Agreement as follows: 1. REPRESENTATIONS AND WARRANTIES OF WARBURG. Warburg hereby represents and warrants as follows: 1.1 Ownership of Shares. Warburg is the beneficial owner, and has sole power to vote and dispose, of 12,717,000 shares of Common Stock, par value $.01 per share ("Company Common Stock"), of the Company (such shares shall constitute the "Shares"). On the date hereof, the Shares constitute all of the outstanding shares of Company Common Stock owned of record or beneficially by Warburg. 1.2 Authorization; Validity of Agreement; Necessary Action. Warburg has all necessary power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Warburg of this Agreement and the consummation by Warburg of the transactions contemplated hereby have been duly and validly authorized. This Agreement has been duly executed and delivered by Warburg, and constitutes a valid and binding obligation of Warburg, enforceable against it in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 1.3 No Violations. (a) Except for filings, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act") and the Securities Exchange Act of 1934, as amended (the "Exchange Act") (A) no filing with, and no permit, authorization, consent or approval of, any state or federal public body or authority is necessary for the execution of this Agreement by Warburg and the consummation by Warburg of the transactions contemplated hereby and (B) neither the execution and delivery of this Agreement by Warburg nor the consummation by Warburg of the transactions contemplated hereby nor compliance by Warburg with any of the provisions hereof shall (x) conflict with or result in any breach of any applicable partnership agreement or other agreements or organizational documents applicable to Warburg, (y) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind to which Warburg is a party or by which Warburg or any of its properties or assets may be bound or (z) violate any order, writ, injunction, decree, judgment, statute, rule or regulation applicable to Warburg or any of its properties or assets. (b) The Shares and the certificates representing such Shares are held by Warburg, or by a nominee or custodian for the benefit of Warburg, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder. Warburg currently has, and upon the exercise of the options set forth in Sections 3 and 4 hereof shall sell, assign, transfer and deliver to the Purchaser at the Closing, and the Purchaser shall receive at the Closing, good, valid and marketable title to the Company Common Stock. 2. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser hereby represents and warrants to Warburg and the Company as follows: 2.1 Organization. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. 2.2 Authorization; Validity of Agreement; Necessary Action. The Purchaser has all necessary power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby have been duly and validly authorized. This Agreement has been duly executed and delivered by the Purchaser, and constitutes a valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors, rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 2.3 No Violations. Except for filings, authorizations, consents and approvals as may be required under, and other applicable requirements of, the HSR Act and the Exchange Act (A) no filing with, and no permit, authorization, consent or approval of, any state or federal public body or authority is necessary for the execution of this Agreement by the Purchaser and the consummation by it of the transactions contemplated hereby and (B) neither the execution and delivery of this Agreement by it nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the provisions hereof shall (x) conflict with or result in any breach of any organizational documents of the Purchaser, (y) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind to which the Purchaser is a party or by which the Purchaser or any of its properties or assets may be bound or (z) violate any order, writ, injunction, decree, judgment, statute, rule or regulation applicable to the Purchaser or any of its properties or assets. 3. OPTION GRANTED TO THE PURCHASER. (a) Warburg hereby grants to the Purchaser an irrevocable option to purchase, in whole and not in part, the Shares held by Warburg during the Option Period (as defined below), on the terms and subject to the conditions set forth herein (the "Purchaser Option"). (b) The Purchaser Option may be exercised by the Purchaser during the period commencing at 9:00 a.m., New York time on the day following the first anniversary of the Effective Time of the Merger and ending at 5:00 p.m., New York time on the second anniversary of the Effective Time of the Merger (the "Option Period"). (c) If the Purchaser wishes to exercise the Purchaser Option, the Purchaser shall send a written notice to Warburg of its irrevocable election to exercise the Purchaser option, specifying the place, and, if then known, the time and the date (the "Purchaser Option Closing Date") of the closing (the "Purchaser Option Closing") of the purchase. The Purchaser Option Closing Date shall occur on the fifth business day (or such longer period as may be required by applicable law or regulation) after the later of (i) the date on which such notice is delivered and (ii) the satisfaction of the conditions set forth in Section 3(f) hereof. (d) At the Purchaser Option Closing, Warburg shall deliver to the Purchaser (or its designee) all of the Shares by delivery of a certificate or certificates evidencing such Shares, duly endorsed to the Purchaser or accompanied by stock powers duly executed in favor of the Purchaser, with all necessary stock transfer stamps affixed. (e) At the Purchaser Option Closing, the Purchaser shall pay to Warburg, by wire transfer in immediately available funds to the account of Warburg specified in writing no less than one day prior to the Purchaser Option Closing, an amount equal to the product of $30.00 and the number of Shares (such number being subject to adjustment for stock splits, recapitalizations and other similar events, as set forth in Section 13.11 hereof) purchased pursuant to the exercise of the Purchaser Option (the "Purchaser Option Purchase Price"). (f) The Purchaser Option Closing shall be subject to the satisfaction of each of the following conditions: (i) no court, arbitrator or governmental body, agency or official shall have issued any order, decree or ruling (which has not been stayed or suspended pending appeal) and there shall not be any effective statute, rule or regulation, restraining, enjoining or prohibiting the consummation of the purchase and sale of the Shares pursuant to the exercise of the Purchaser Option; (ii) any waiting period applicable to the consummation of the purchase and sale of the Shares pursuant to the exercise of the Purchaser Option under the HSR Act shall have expired or been terminated; and (iii) all actions by or in respect of, and any filing with, any governmental body, agency, official, or authority required to permit the consummation of the purchase and sale of the Shares pursuant to the exercise of the Purchaser Option shall have been obtained or made and shall be in full force and effect. 4. OPTION GRANTED TO WARBURG. (a) The Purchaser hereby grants to Warburg an irrevocable option to sell to the Purchaser, in whole and not in part, the Shares held by Warburg, on the terms and subject to the conditions set forth herein (the "Warburg Option"). (b) The Warburg Option may be exercised by Warburg during the Option Period. (c) If Warburg wishes to exercise the Warburg Option, Warburg shall send a written notice to the Purchaser of its irrevocable election to exercise the Warburg Option, specifying the place, and, if then known, the time and the date (the "Warburg Option Closing Date") of the closing (the "Warburg Option Closing") of the purchase. The Warburg Option Closing Date shall occur on the fifth business day (or such longer period as may be required by applicable law or regulation) after the later of (i) the date on which such notice is delivered and (ii) the satisfaction of the conditions set forth in Section 4(f) hereof. (d) At the Warburg Option Closing, Warburg shall deliver to the Purchaser (or its designee) all of the Shares by delivery of a certificate or certificates evidencing such Shares, duly endorsed to the Purchaser or accompanied by stock powers duly executed in favor of the Purchaser, with all necessary stock transfer stamps affixed. (e) At the Warburg option Closing, the Purchaser shall pay to Warburg, by wire transfer in immediately available funds to the account of Warburg specified in writing no less than one day prior to the Warburg Option Closing, an amount equal to the product of $25.00 and the number of Shares (such number being subject to adjustment for stock splits, recapitalizations and other similar events, as set forth in Section 13.11 hereof) purchased pursuant to the exercise of the Warburg Option (the "Warburg Option Purchase Price"). (f) The Warburg option Closing shall be subject to the satisfaction of each of the following conditions: (i) no court, arbitrator or governmental body, agency or official shall have issued any order, decree or ruling (which has not been stayed or suspended pending appeal) and there shall not be any effective statute, rule or regulation, restraining, enjoining or prohibiting the consummation of the purchase and sale of the Shares pursuant to the exercise of the Warburg Option; (ii) any waiting period applicable to the consummation of the purchase and sale of the Shares pursuant to the exercise of the Warburg Option under the HSR Act shall have expired or been terminated; and (iii) all actions by or in respect of, and any filing with, any governmental body, agency, official, or authority required to permit the consummation of the purchase and sale of the Shares pursuant to the exercise of the Warburg Option shall have been obtained or made and shall be in full force and effect. 5. THIRD PARTY BUSINESS COMBINATION; REMEDY. (a) If (i) the Merger Agreement is terminated in accordance with Section 7.1(d),(e) or (f) of the Merger Agreement, or (ii) the Merger Agreement shall have been amended to increase the amount of the Merger Consideration in effect on the date hereof, and, upon or following any such termination or any such amended Merger Agreement, Warburg receives any cash or non-cash consideration (the "Alternative Consideration") in respect of all or any portion of the Shares in connection with (A) a Transaction Proposal for which definitive documentation has been executed by all the parties to such transaction (the "Alternative Transaction") during the period commencing on the date hereof and ending nine months from the date the Merger Agreement is terminated, or (B) an amended Merger Agreement, Warburg shall promptly upon receipt of the Alternative Consideration pay to the Purchaser or its designee on demand in cash, by wire transfer of same day funds to an account designated by the Purchaser: (x) in the case of termination of the Merger Agreement in accordance with the above-referenced sections of the Merger Agreement, if the Alternative Consideration is greater than $26.50, but not greater than $30 per Share, the excess of (x) such Alternative Consideration over $26.50 multiplied by (y) the number of shares with respect to which Warburg received such Alternative Consideration; provided that (i) if the Alternative Consideration received by Warburg shall be securities listed on a national securities exchange or traded on the Nasdaq National Market ("Nasdaq"), the per share value of such consideration shall be equal to the average closing price per share listed on such national securities exchange or Nasdaq on the five trading days prior to the date such transaction is consummated and (ii) if the consideration received by Warburg shall be in a form other than such listed securities, the per share value shall be determined in good faith as of the date such transaction is consummated by the Purchaser or its designee and Warburg, or, if the Purchaser or its designee and Warburg cannot reach agreement, by a nationally recognized investment banking firm reasonably acceptable to the parties; and (y) in the case of termination of the Merger Agreement in accordance with the above-referenced sections of the Merger Agreement, if the Alternative Consideration is greater than $30 per Share, the sum of (I) for the portion of such consideration not greater than $30 per Share, the amounts payable pursuant to subparagraph (a) hereof and (II) for the portion of such consideration exceeding $30 per Share, one half of such Alternative Consideration; provided that (i) if the Alternative Consideration received by Warburg shall be securities listed on a national securities exchange or traded on the Nasdaq, the per share value of such consideration shall be equal to the average closing price per share listed on such national securities exchange or Nasdaq on the five trading days prior to the date such transaction is consummated and (ii) if the consideration received by Warburg shall be in a form other than such listed securities, the per share value shall be determined in good faith as of the date such transaction is consummated by the Purchaser or its designee and Warburg, or, if the Purchaser or its designee and Warburg cannot reach agreement, by a nationally recognized investment banking firm reasonably acceptable to the parties; (z) in the case of an amended Merger Agreement, an amount equal to any and all Alternative Consideration above $26.50 per Share. (b) In connection with an Alternative Transaction, the Alternative Consideration per Share to be received by the stockholders of the Company other than Warburg shall not exceed by more than $.50 per share the Alternative Consideration to be received by Warburg. Warburg shall not enter into any agreement, arrangement or understanding with any Person the effect of which would be inconsistent or violative of the provisions and agreement contained in this Section 5(b). 6. AGREEMENT TO VOTE; PROXY. (a) Voting. Warburg hereby agrees that, until the Termination Date (as defined in Section 11), at any meeting of the stockholders of the Company or in connection with any written consent of the stockholders of the Company, Warburg shall vote (or cause to be voted) the Shares held of record or beneficially by Warburg (i) in favor of the Merger, and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance hereof and thereof; (ii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or this Agreement; and (iii) except as specifically requested in writing by the Purchaser in advance, against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (1) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or its subsidiaries; (2) a sale, lease or transfer of a material amount of assets of the Company or its subsidiaries or a reorganization, recapitalization, dissolution or liquidation of the Company or its subsidiaries; (3) any material change in the present capitalization of the company including any proposal to sell any equity interest in the Company or any of its subsidiaries or any amendment of the Articles of Incorporation of the Company; or (4) any material change in the Company's corporate structure or business; or (d) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or materially adversely affect the Merger or the transactions contemplated by the Merger Agreement or this Agreement. Warburg shall not enter into any agreement, arrangement or understanding with any Person the effect of which would be inconsistent or violative of the provisions and agreement contained in this Section 6(a). (b) Proxy. WARBURG HEREBY GRANTS TO, AND APPOINTS, BARRY F. SCHWARTZ AND JORAM C. SALIG IN THEIR RESPECTIVE CAPACITIES AS OFFICERS OF THE PURCHASER, AND ANY INDIVIDUAL WHO SHALL HEREAFTER SUCCEED TO ANY SUCH OFFICE OF THE PURCHASER, AND ANY OTHER DESIGNEE OF THE PURCHASER, EACH OF THEM INDIVIDUALLY, WARBURG'S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE SHARES AS INDICATED IN SECTION 6(a) ABOVE. WARBURG INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION AND EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY WARBURG WITH RESPECT TO WARBURG'S SHARES. 7. CERTAIN COVENANTS OF WARBURG. Except in accordance with the terms of this Agreement, Warburg hereby covenants and agrees as follows: 7.1 No Solicitation. Prior to the Termination Date, Warburg shall not, directly or indirectly (including through advisors, agents or other intermediaries), solicit (including by way of furnishing information) or respond to any inquiries or the making of any proposal by any person or entity with respect to the Company that constitutes or could reasonably be expected to lead to an Alternative Transaction; and shall use its reasonable best efforts to cause any such party in possession of confidential information about the Company that was furnished by or on behalf of Warburg to return or destroy all such information in the possession of any such party (other than the Purchaser) or in the possession of any Representative of any such party, provided, however, that the foregoing shall not restrict Warburg or any of its representatives on the Board of Directors of the Company from taking actions to the same extent and in the same circumstances permitted for the Board and the Company by Section 5.9 of the Merger Agreement. 7.2 Restriction on Transfer, Proxies and Noninterference; Restriction on Withdrawal. Prior to the Termination Date, Warburg shall not, directly or indirectly (i) except pursuant to the terms of the Merger Agreement and to the Purchaser pursuant to this Agreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, enforce or permit the execution of the provisions of any redemption agreement with the Company or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, or exercise any discretionary powers to distribute, any or all of the Shares or any interest therein, including any trust income or principal, except in each case to a transferee who is or agrees to become bound by this Agreement, (ii) except as contemplated hereby, grant any proxies or powers of attorney with respect to any Shares, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares or (iii) take any action that would make any representation or warranty of Warburg contained herein untrue or incorrect or would result in a breach by Warburg of its obligations under this Agreement or a breach by the Company of its obligations under the Merger Agreement. 7.3 Redeemable Preferred Stock. Immediately prior to the consummation of the Merger, Warburg shall exchange 88% of the Company Common Stock it beneficially owns for redeemable preferred stock of the Company (the "Redeemable Preferred Stock"), on the basis of 100 shares of Company Common Stock for each share of Redeemable Preferred Stock, redeemable at the option of the holder at $2,650 per share of Redeemable Preferred Stock, and shall surrender such Redeemable Preferred Stock for redemption immediately upon the consummation of the Merger; provided, however, that in the event the number of Cash Election Shares is less than the Cash Election Number (as each such term is defined in the Merger Agreement), immediately prior to the consummation of the Merger, Warburg shall also exchange for Redeemable Preferred Stock upon the same terms and conditions a number of shares of additional Company Common Stock (to the extent of Company Common Stock beneficially owned by it) equal to such deficiency; provided, further, that the number of Shares to be exchanged for Redeemable Preferred Stock, pursuant to the foregoing provisions of this Section 7.3, shall be reduced by the number, if any, of Purchaser Stock Purchase Shares (as defined below), rounded down to the nearest 100 Shares. Warburg shall elect to retain, in accordance with the terms of the Merger Agreement, the Company Common Stock not (i) exchanged for Redeemable Preferred Stock pursuant to this Section 7.3 or (ii) sold pursuant to Section 7.5. 7.4 Proprietary Information. Except as required by law or as contemplated by this Agreement, Warburg shall not, directly or indirectly, make use of or divulge or otherwise disclose to any Person other than the Purchaser, any trade secret, confidential information or other proprietary information or data (including any financial data, mailing lists, customer lists or employee data or records) concerning the business or policies of the Company or its subsidiaries that Warburg may have learned, directly or indirectly, as a stockholder, employee, officer or director of the Company or any of its subsidiaries. 7.5 Purchaser Stock Purchase (a) Immediately prior to the consummation of the Merger, Warburg shall sell, transfer, assign and deliver the Purchaser Stock Purchase Shares, if any, to Purchaser or its designee, and Purchaser or its designee shall purchase the Purchaser Stock Purchase Shares, if any, from Warburg for $26.50 per Share, payable by wire transfer of same day funds; provided, that all conditions to the Merger contained in the Merger Agreement have been either satisfied or waived. (b) In the event that the Designated Number of Common Shares multiplied by the Designated Per Share Purchase Price (as each such term is defined in the Merger Agreement) shall equal less than $154,000,000, a number of Shares calculated by dividing such deficiency by $26.50 (rounded up to the nearest whole number) shall constitute the "Purchaser Stock Purchase Shares". 8. CERTAIN COVENANTS OF THE PURCHASER AND THE COMPANY. Except in accordance with the terms of this Agreement, the Purchaser and the Company hereby severally and not jointly covenant and agree as follows: 8.1 Tag-Along Rights. If, at any time on or prior to December 31, 1999, the Purchaser intends to sell ("Sale"), in a single transaction or a series of related transactions, more than 25% of shares of Company Common Stock it beneficially owns other than (i) to any of its Affiliates who agree to be bound by this Merger Agreement, (ii) pursuant to a public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act") or (iii) pursuant to a merger or similar acquisition transaction, in which all the Company Common Stock is acquired, the Purchaser shall notify all other stockholders of the Company (the "Public Stockholders"), in writing, of such proposed Sale and its terms and conditions. Within twenty (20) business days of the date of such notice, each Public Stockholder shall notify the Purchaser if it elects to participate in such Sale. Any Public Stockholder that fails to notify the Purchaser within such twenty (20) business day period will be deemed to have waived its rights hereunder. Each Public Stockholder that so notifies the Purchaser shall have the right to sell, at the same price and on the same terms and conditions as the Purchaser, an amount of shares of Company Common Stock equal to the number of shares of Company Common Stock the third party actually proposes to purchase multiplied by a fraction, the numerator of which shall be the number of shares of Company Common Stock issued and owned by such Public Stockholder and the denominator of which shall be the aggregate number of shares of Company Common Stock issued and owned by the Purchaser and each Public Stockholder exercising its rights under this Section 8.1. Notwithstanding anything contained in this Section 8.1, in the event that all or a portion of the purchase price consists of securities and the sale of such securities to the Public Stockholders would require either a registration under the Securities Act, or the preparation of a disclosure document pursuant to Regulation D under the Securities Act (or any successor regulation) or a similar provision of any state securities law, then, at the option of the Purchaser, any one or more of the Public Stockholders may receive, in lieu of such securities, the fair market value of such securities in cash, as determined in good faith by unanimous vote of the Board of Directors of the Company. 8.2 Independent Directors. From and after the Effective Time of the Merger until the date on which the Company shall no longer have any Public Stockholders, the Purchaser and the Company shall take all action within their respective power to include on the Board of Directors of the Company two directors, each of whom is (i) considered to be an independent director pursuant to the rules contained in the NYSE Listed Company Manual and (ii) is not an officer or employee of any company affiliated with the Purchaser. 9. FURTHER ASSURANCES. From time to time, at the other party's request and without further consideration, each party hereto shall execute and deliver such additional documents and take all such further action as may be necessary or desirable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement. 10. STOP TRANSFER. Warburg agrees with, and covenants to, the Purchaser that Warburg shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of Warburg's Shares, unless such transfer is made in compliance with this Agreement. 11. TERMINATION. The obligations under Sections 6 and 7 hereof shall terminate upon the first to occur of (i) the Effective Time of the Merger and (ii) the date the Merger Agreement is terminated in accordance with its terms (the "Termination Date"). Except as set forth in this Section 11, all other agreements and obligations of the parties hereto shall survive the Effective Time of the Merger and/or the Termination Date, as applicable, and in the case of Section 5 hereof, to the extent set forth in such section. 12. RESTRICTIONS ON TRANSFER. 12.1 Transfer of Shares. (a) During the period of time between (i) the Effective Time of the Merger Agreement and (ii) the expiration of the Option Period, Warburg shall not offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, place in trust (voting or otherwise), enforce or permit the execution of the provisions of any redemption agreement with the Company or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, or exercise any discretionary powers to distribute, any or all of Warburg's Shares, except for transfers made both in compliance with all federal and state securities laws and pursuant to the terms hereof. 12.2 Permitted Transfers. Notwithstanding any provision in this Section to the contrary, the Shares may be transferred (a) to an Affiliate of Warburg who agrees to be bound by this Agreement or (b) to any partner of (i) Warburg or (ii) an Affiliate of Warburg, who, in each case, agrees to be bound by this Agreement. 13. MISCELLANEOUS. 13.1 Entire Agreement; Assignment. This Agreement (i) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof and (ii) shall not be assigned by operation of law or otherwise without the prior written consent of the other party. 13.2 Amendments. This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by the parties hereto. 13.3 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly received if so given) by hand delivery, telegram, telex or telecopy, or by mail (registered or certified mail, postage prepaid, return receipt requested) or by any courier service, such as Federal Express, providing proof of delivery. All communications hereunder shall be delivered to the respective parties at the following addresses: If to the Panavision Inc. Company: 885 Third Avenue Suite 3020 New York, New York 10022 Attn: William C. Scott Telecopier: (212) 688-6373 If to Warburg: Warburg, Pincus Capital Company, L.P. c/o E.M. Warburg, Pincus & Co., LLC 466 Lexington Avenue New York, New York 10019 Attn: Sidney Lapidus Telecopier: (212) 878-6162 copy to: Willkie Farr & Gallagher One Citicorp Center 153 East 53rd Street New York, New York 10022-4669 Attention: Christopher E. Manno, Esq. Telecopier Number: (212) 821-8111 If to the Mafco Holdings Inc. Purchaser: 625 Madison Avenue New York, New York 10021 Attention: Telecopier Number: (212) 867-5428 copy to: Skadden, Arps, Slate, Meagher & Flom LLP 919 Third Avenue New York, New York 10022 Attention: Alan C. Myers, Esq. Telecopier Number: (212) 735-2000 or to such other address as the person to whom notice is given may have previously furnished to the others in writing in the manner set forth above. 13.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. 13.5 Enforcement. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement. 13.6 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same Agreement. 13.7 Descriptive Headings. The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. 13.8 Severability. Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein. 13.9 Definitions; Construction. For purposes of this Agreement: (a) "beneficially own" or "beneficial ownership" with respect to any securities shall mean having "beneficial ownership" of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act), including pursuant to any agreement, arrangement or understanding, whether or not in writing. Without duplicative counting of the same securities by the same holder, securities Beneficially owned by a Person shall include securities Beneficially owned by all other Persons with whom such Person would constitute a "group" as described in Section 13(d)(3) of the Exchange Act. (b) "Person" shall mean an individual, corporation, partnership, joint venture, association, trust, unincorporated organization or other entity. (c) In the event of a stock dividend or distribution, or any change in the Company Common Stock by reason of any stock dividend, split-up, recapitalization, combination, exchange of shares or the like, the term "Shares" shall be deemed to refer to and include the Shares as well as all such stock dividends and distributions and any shares into which or for which any or all of the Shares may be changed or exchanged. 13.10 Stockholder Capacity. Notwithstanding anything herein to the contrary, nothing set forth herein shall in any way restrict any director in the exercise of his or her fiduciary duties as a director of the Company. 13.11 Adjustment Upon Changes in Capitalization. In the event of any change in the Common Stock by reason of any stock dividend, extraordinary dividend or distribution, split-up, recapitalization, combination, exchange of shares or the like, the number of Shares subject to Sections 3 and 4 hereof, and the purchase prices therefor, shall be appropriately adjusted. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. PANAVISION INC. By: /s/ William C. Scott __________________________ Name: William C. Scott Title: Chairman of the Board and Chief Executive Officer MAFCO HOLDINGS INC. By: /s/ Howard Gittis __________________________ Name: Howard Gittis Title: Vice Chairman WARBURG, PINCUS CAPITAL COMPANY, L.P. By: WARBURG, PINCUS & CO., ITS GENERAL PARTNER By: /s/ Sidney Lapidus _____________________________ Name: Sidney Lapidus Title: Partner EX-99 4 EXHIBIT III - REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT dated as of June 5, 1998, among Panavision Inc., a Delaware corporation (the "Company"), and PX Holding Corporation, a Delaware corporation ("PX Holding"). WHEREAS, the Company, PX Holding and PX Merger Corporation, a Delaware corporation, a Delaware corporation, have entered into an Agreement of Recapitalization and Merger, dated as of December 18, 1997 (the "Merger Agreement"), pursuant to which, among other things, the Company will issue to the PX Holding shares of its common stock, par value $0.01 per share (the "Common Stock"); WHEREAS, the Board of Directors of the Company has authorized the officers of the Company to execute and deliver this Agreement in the name and on behalf of the Company; NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties to this Agreement hereby agree as follows: 1. Definitions. As used in this Agreement, the following terms shall have the following meanings: "Holder" means PX Holding and any other person that owns Registrable Securities, including their respective successors and assigns who acquire Registrable Securities, directly or indirectly, from PX Holding or such other person, respectively. For purposes of this Agreement, the Company may deem and treat the registered holder of a Registrable Security as the Holder and absolute owner thereof, and the Company shall not be affected by any notice to the contrary. "Registrable Securities" means (a) any shares of Common Stock issued in accordance with Section 5.4 of the Merger Agreement upon consummation of the Merger (b) any shares of Common Stock acquired by PX Holding the open market at a time when such party is deemed to be an "affiliate" (as such term is defined under Rule 144 under the Securities Act) of the Company and (c) any securities issued or issuable in respect of the Common Stock referred to in clauses (a)and (b) above, by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, reclassification, merger or consolidation, and any other securities issued pursuant to any other pro rata distribution with respect to such Common Stock. For purposes of this Agreement, a Registrable Security ceases to be a Registrable Security when (x) it has been effectively registered under the Securities Act and sold or distributed to the public in accordance with an effective registration statement covering it (and has not been reacquired in the manner described in clause (c) above), or (y) it is sold or distributed to the public pursuant to Rule 144 (or any successor or similar provision) under the Securities Act. "SEC" means the Securities and Exchange Commission. "Securities Act" means the Securities Act of 1933, as amended from time to time. 2. Demand Registration. (a) If at any time any Holder shall request the Company in writing to register under the Securities Act all or a part of the Registrable Securities held by such Holder (a "Demand Registration"), the Company shall use all reasonable efforts to cause to be filed and declared effective as soon as reasonably practicable (but in no event later than the 45th day after such Holder's request is made) a registration statement providing for the sale of all such Registrable Securities by such Holder. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such information. (b) The Company agrees (i) not to effect any public or private sale, distribution or purchase of any of its securities which are the same as or similar to the Registrable Securities, including a sale pursuant to Regulation D under the Securities Act, during the 15-day period prior to, and during the 45-day period beginning on, the closing date of each underwritten offering under any Demand Registration Statement, and (ii) to use reasonable efforts to cause each holder of its securities purchased from the Company, at any time on or after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution of any such securities during such period, including a sale pursuant to Rule 144 under the Securities Act. (c) The Company may postpone for a reasonable period of time, not to exceed 30 days, the filing or the effectiveness of any Demand Registration Statement if (i) the Board of Directors of the Company in good faith determines that (A) such registration would have a material adverse effect on any plan or proposal by the Company with respect to any financing, acquisition, recapitalization, reorganization or other material transaction, or (B) the Company is in possession of material non-public information that, if publicly disclosed, would result in a material disruption of a major corporate development or transaction then pending or in progress or in other material adverse consequences to the Company, and (ii) the Company so notifies the Holder(s) within five days after the Holder(s) requests such registration. The Company's right to defer the filing of a registration statement pursuant to the provisions of the preceding sentence may not be exercised more than once during any 12 month period. (d) If at any time any Holder of Registrable Securities to be covered by a Demand Registration Statement desires to sell Registrable Securities in an underwritten offering, such Holder shall have the right to select any nationally recognized investment banking firm(s) to administer the offering, subject to the approval of the Company, which approval shall not be unreasonably withheld, and the Company shall enter into underwriting agreements with the underwriter(s) of such offering, which agreements shall contain such representations and warranties by the Company, and such other terms, conditions and indemnities as are at the time customarily contained in underwriting agreements for similar offerings and the Company shall take or cause to be taken all such other actions as are reasonably requested by the managing underwriter(s) in order to expedite or facilitate the registration and disposition of the Registrable Securities, including, without limitation, causing management to participate in "road show" presentations. 3. Incidental Registration. Subject to the terms and conditions set forth in this Section 3, if the Company proposes at any time to register any common equity securities (the "Initially Proposed Shares") under the Securities Act for sale, whether or not for its own account, pursuant to an underwritten offering, the Company will promptly give written notice to the Holders of its intention to effect such registration (such notice to specify, among other things, the proposed offering price, the kind and number of securities proposed to be registered and the distribution arrangements, including identification of the underwriter(s)), and the Holders shall be entitled to include in such registration statement, as a part of such underwritten offering, such number of shares (the "Holder Shares") to be sold for the account of the Holders (on the same terms and conditions as the Initially Proposed Shares) as shall be specified in a request in writing delivered to the Company within 15 days after the date upon which the Company gave the aforementioned notice. The Company's obligations to include Holder Shares in a registration statement pursuant to this Section 3 is subject to each of the following limitations, conditions and qualifications: i) If, at any time after giving written notice of its intention to effect a registration of any of its common equity securities and prior to the effective date of any registration statement filed in connection with such registration, the Company shall determine for any reason not to register all of such shares, the Company may, at its election, give written notice of such determination to the Holders and thereupon it shall be relieved of its obligation to use any efforts to register any Holder Shares in connection with such aborted registration (but not from its obligation to pay the Registration Expenses (as defined herein) in connection therewith). ii) If the managing underwriter(s) of such offering shall notify in writing the Company and each Holder who shall have requested the inclusion of Registrable Securities in such underwritten offering that, in the good faith judgment of such managing underwriter(s), the distribution of all or a specified portion of the Holder Shares would materially interfere with the registration and sale, in accordance with the intended method thereof, of the Initially Proposed Shares, then the number of Holder Shares to be included in such registration statement shall be reduced to such number, if any, that, in the good faith judgment of such managing underwriter(s), can be included without such interference. If, as a result of the cutback provisions of the preceding sentence, the Holders are not entitled to include all of the Holder Shares in such registration, such Holders may elect to withdraw their request to include Holder Shares in such registration. If the Company shall so request in writing, each Holder agrees not to effect any public or private sale or distribution of any Registrable Securities (other than the Holder Shares) during the 15-day period prior to and during the 45-day period beginning on, the closing date of any underwritten public offering of shares of Common Stock made for the Company's own account. 4. Registration Procedures. (a) Whenever the Company is required to use all reasonable efforts to effect the registration of any Registrable Securities under the Securities Act pursuant to the terms and conditions of Section 2(a) or 3 (such Registrable Securities being hereinafter referred to as "Subject Shares"), the Company will use all reasonable efforts to effect the registration and sale of the Subject Shares in accordance with the intended method of disposition thereof. Without limiting the generality of the foregoing, the Company will as soon as practicable: i) furnish to each Holder of Subject Shares (a "Participating Holder") and to each managing underwriter, if any, a reasonable time in advance of their filing with the SEC, any registration statement, amendment or supplement thereto, and any prospectus used in connection therewith, and each Participating Holder shall have the opportunity to object to any information pertaining to such Participating Holder and its plan of distribution that is contained therein and the Company will make the corrections reasonably requested by such Participating Holder with respect to such information prior to filing any such registration statement or any amendment or supplement thereto; and furnish a copy of any and all transmittal letters or other correspondence with the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering of Registrable Securities; ii) prepare and file with the SEC a registration statement with respect to the Subject Shares in form and substance satisfactory to the Participating Holders, and use all reasonable efforts to cause such registration statement to become effective as soon as possible; iii) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for the applicable period and to comply with the provisions of the Securities Act with respect to the disposition of all Subject Shares and other securities covered by such registration statement; iv) furnish each Participating Holder and each managing underwriter, if any, without charge, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein) and the prospectus included in such registration statement (including each preliminary prospectus and prospectus supplement) and any other prospectus filed under Rule 424 promulgated under the Securities Act relating to the Registrable Securities and such other documents as such Participating Holder or such underwriter may reasonably request; v) after the filing of the registration statement, promptly notify each Participating Holder and each managing underwriter, if any, of any stop order issued or, to the knowledge of the Company, threatened to be issued by the SEC; vi) use all reasonable efforts to register or qualify the Subject Shares covered by such registration statement under the securities or blue sky laws of such jurisdictions (including any foreign country or any political subdivision thereof) as the managing underwriter(s) shall reasonably recommend, and do any and all other acts and things which may be reasonably necessary or advisable to enable the Participating Holders to consummate the disposition in such jurisdictions of the Subject Shares covered by such registration statement, except that the Company shall not for any such purpose be required to (A) qualify generally to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, (B) subject itself to taxation in any jurisdiction wherein it is not so subject, or (C) consent to general service of process in any such jurisdiction or otherwise take any action that would subject it to the general jurisdiction of the courts of any jurisdiction in which it is not so subject; vii) promptly inform each Participating Holder and the managing underwriter(s), if any (x) in the case of any offering of the Registrable Securities in respect of which a registration statement is filed under the Securities Act, of the date on which a registration statement or any post-effective amendment thereto has been filed and when the same has become effective and, if applicable, of the date of filing a Rule 430A prospectus, (y) of any written comments from the SEC with respect to any filing referred to in clause (x) and of any request by the SEC, any securities exchange, government agency, self- regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or preliminary prospectus or prospectus included therein or any offering memorandum or other offering document relating to such offering or (z) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the applicable securities or blue sky laws of any jurisdiction; viii) otherwise use its reasonable efforts to comply with all applicable rules and regulations of the SEC; ix) provide a transfer agent and registrar for all Registrable Securities covered by such registration statement not later than the effective date of such registration statement; x) furnish, at the Company's expense, unlegended certificates representing ownership of the securities being sold in such denominations as shall be requested and instruct the transfer agent to release any stop transfer orders with respect to the Subject Shares being sold; xi) notify each Participating Holder at any time when a prospectus relating to the Subject Shares is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein (in the case of the prospectus or any preliminary prospectus, in light of the circumstances under which they were made) not misleading, and the Company will, as promptly as practicable thereafter, prepare and file with the SEC and furnish a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of Subject Shares such prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus or any preliminary prospectus, in light of the circumstances under which they were made) not misleading; xii) enter into customary agreements (including an underwriting agreement in customary form in the case of an underwritten offering) and make such representations and warranties to the sellers and underwriter(s) as in form and substance and scope are customarily made by issuers to underwriters in underwritten offerings and take such other actions as the Holders or the managing underwriter(s) or agent, if any, reasonably require in order to expedite or facilitate the disposition of such Subject Shares. A Participating Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriter(s) also be made to and for the benefit of the Participating Holder, and that any or all of the conditions precedent to the obligations of such underwriter(s) under such underwriting agreement also be conditions precedent to the obligations of the Participating Holder; xiii) make available for inspection by the Participating Holders, any underwriter or agent participating in any disposition pursuant to such registration statement, and any attorney, accountant or other similar professional advisor retained by any such Participating Holders or underwriter (collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records"), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such Inspector in connection with such registration statement; xiv) make available senior management personnel of the Company to participate in, and cause them to cooperate with the underwriter(s) in connection with, "road show" and other customary marketing activities, including "one-on-one" meetings with prospective purchasers of the Subject Shares; xv) obtain for delivery to the Company, the underwriter(s) or their agent, with copies to the Participating Holders, a "cold comfort" letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by "cold comfort" letters as the Participating Holders or the managing underwriter(s) reasonably request; xvi) obtain for delivery to the Participating Holders and the underwriter(s) or their agent an opinion or opinions from counsel for the Company in customary form and reasonably satisfactory to the Participating Holders, underwriters or agents and their counsel; xvii) make available to its security holders earnings statements, which need not be audited, satisfying the provisions of Section 11(a) of the Securities Act no later than 90 days after the end of the 12-month period beginning with the first month of the Company's first quarter commencing after the effective date of the registration statement, which earnings statements shall cover said 12-month period; xviii) make every reasonable effort to prevent the issuance of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the effectiveness of such registration statement at the earliest possible moment; xix) cause the Subject Shares to be registered with or approved by such other governmental agencies or authorities (including foreign governmental agencies and authorities) as may be necessary to enable the sellers thereof or the underwriters(s), if any, to consummate the disposition of such Subject Shares; xx) cooperate with the Holders and the managing underwriter(s), if any, or any other interested party (including any interested broker-dealer) in making any filings or submission required to be made, and the furnishing of all appropriate information in connection therewith, with the National Association of Securities Dealers, Inc. ("NASD"); xxi) cause its subsidiaries to take action necessary to effect the registration of the Subject Shares contemplated hereby, including filing any required financial information; xxii) effect the listing of the Subject Shares on the New York Stock Exchange or such other national securities exchange or over-the-counter market on which shares of the Common Stock shall then be listed; and xxiii) take all other steps necessary to effect the registration of the Subject Shares contemplated hereby. (b) The Holders shall provide (in writing and signed by the Holders and stated to be specifically for use in the related registration statement, preliminary prospectus, prospectus or other document incident thereto) all such information and materials and take all such action as may be required in order to permit the Company to comply with all applicable requirements of the SEC and any applicable state securities laws and to obtain any desired acceleration of the effective date of any registration statement prepared and filed by the Company pursuant to this Agreement. (c) The Holders shall, if requested by the Company or the managing underwriter(s) in connection with any proposed registration and distribution pursuant to this Agreement, (i) agree to sell the Subject Shares on the basis provided in any underwriting arrangements entered into in connection therewith and (ii) complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents customary in similar offerings; provided, however, that in no event shall a Participating Holder be required to make any representations or warranties to or agreements with the Company or the underwriter(s) other than representations, warranties or agreements regarding the Participating Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representation required by law. (d) Upon receipt of any notice from the Company that the Company has become aware that the prospectus (including any preliminary prospectus) included in any registration statement filed pursuant to Section 2(a) or Section 3, as then in effect, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, the Holders shall forthwith discontinue disposition of Subject Shares pursuant to the registration statement covering the same until the Holders' receipt of copies of a supplemented or amended prospectus and, if so directed by the Company, deliver to the Company (at the Company's expense) all copies other than permanent file copies then in the Holder's possession, of the prospectus covering the Subject Shares that was in effect prior to such amendment or supplement. (e) The Company shall pay all Registration Expenses. For purposes of this Agreement, "Registration Expenses" shall mean all expenses incident to the Company's performance of or compliance with its obligations under this Agreement to effect the registration of Registrable Securities pursuant to Section 2(a) or Section 3 of this Agreement, and the disposition of such securities, including, without limitation, all registration, filing, qualification and other fees and expenses of complying with securities or blue sky laws, transfer agents and registrars' fees, all word processing, duplicating and printing expenses, the fees and disbursements of counsel for the Company and of its independent public accountants, including the expenses of any special audits or "cold comfort" letters required by or incident to such performance and compliance, but excluding underwriting discounts and commissions in respect of Registrable Securities and the fees and disbursements of any counsel retained by the Participating Holders (which underwriting discounts and commissions and fees and disbursements of counsel shall be paid by the Participating Holders). (f) In connection with any sale of Subject Shares that are registered pursuant to this Agreement, the Company and the Holders shall enter into an agreement providing for indemnification of the Holders by the Company, and indemnification of the Company by the Holders, on terms customary for such agreements at that time (it being understood that any disputes arising as to what is customary shall be resolved by counsel to the underwriter(s)). 5. Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be effective (a) upon hand delivery or delivery by telecopy or facsimile at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the third business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be: If to the Company, to: Panavision Inc. 6219 De Soto Avenue Woodland Hills, California 91367 Attention: Jeffrey J. Marcketta Telecopier Number: (818) 316-1110 and Panavision Inc. 885 Third Avenue, Suite 3020 New York, New York 10022 Attention: William C. Scott Telecopier Number: (212) 688-4748 with a copy to: Willkie Farr & Gallagher One Citicorp Center New York, New York 10022-4669 Attention: Christopher E. Manno, Esq. Telecopier Number: (212) 821-8111 If to PX Holding, to: PX Holding Corporation 625 Madison Avenue New York, New York, 10021 Attention: General Counsel Telecopier Number: (212) 572-5056 with a copy to: Skadden, Arps, Slate, Meagher & Flom LLP 919 Third Avenue New York, New York 10022 Attention: Alan C. Myers, Esq. Telecopier Number: (212) 735-2000 If to any other Holder, to such name at such address as such Holder shall have indicated in a written notice delivered to the other parties to this Agreement. Any party hereto may from time to time change its address for notices under this Section 5 by giving at least 10 days' notice of such changes to the other parties hereto. 6. Waivers. No waiver by any party of any default with respect to any provision, condition or requirement hereof shall be deemed to be a continuing waiver in the future thereof or a waiver of any other provision, condition or requirement hereof; nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter. 7. Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. 8. Successors and Assigns; Amendments. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns, including without limitation and without the need for an express assignment each subsequent Holder of any Registrable Securities. Except as provided in this Section 8, neither the Company nor any Holder shall assign this Agreement or any rights hereunder without the prior written consent of the other parties hereto; provided, that in connection with a bona fide pledge by the Holder of any Registrable Securities, the Holder may assign its rights under this Agreement to the beneficiary of such pledge. The assignment by a party of this Agreement or any rights hereunder shall not affect the obligations of such party hereunder. This Agreement may not be amended except by a written instrument executed by the parties hereto. 9. No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person. 10. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware without regard to the principles of conflicts of laws. 11. Entire Agreement. This Agreement contains the entire agreement of the parties hereto in respect of the subject matter hereof and supersedes all prior agreements and understandings between the parties with respect to the subject matter hereof. 12. Execution. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. 13. Available Information. If at any time the Company is required to file reports in compliance with either Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company will comply with all rules and regulations of the SEC applicable in connection with the use of Rule 144 or Rule 144A promulgated under the Securities Act and will, upon the request of any Holder, take such other actions and furnish the Holder with information as the Holder may reasonably request in order to avail itself of such rule or any other rule or regulation of the SEC allowing the Holder to sell any Registrable Securities without registration, and will, at its expense, forthwith upon the request of the Holder, deliver to such party a certificate, signed by the Company's principal financial officer, stating (a) the Company's name, address and telephone number (including area code), (b) the Company's Internal Revenue Service identification number, (c) the Company's SEC file number, (d) the number of shares of each class of stock outstanding as shown by the most recent report or statement published by the Company, and (e) whether the Company has filed the reports required to be filed under the Exchange Act for a period of at least 90 days prior to the date of such certificate and in addition has filed the most recent annual report required to be filed thereunder or as to such matters as would then be required to establish compliance with Rule 144 or any successor rule or rules under the Securities Act. If at any time the Company is not required to file reports in compliance with either Section 13 or Section 15(d) of the Exchange Act, the Company at its expense will, forthwith upon the written request of the Holder, make available adequate current public information with respect to the Company within the meaning of paragraph (c)(2) of Rule 144. 14. Injunctions. Irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached. Therefore, the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof in any court having jurisdiction, such remedy being in addition to any other remedy to which they may be entitled at law or in equity. 15. Severability. If any term or provisions of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the terms and provisions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term or provision. 16. Further Assurances. Subject to the specific terms of this Agreement, each Holder and the Company shall make, execute, acknowledge and deliver such other instruments and documents, and take all such other actions, as may be reasonably required in order to effectuate the purposes of this Agreement and to consummate the transactions contemplated hereby. 17. No Other Registration Rights. The Company represents and warrants to each Stockholder that there is not in effect on the date of this Agreement any agreement by the Company (other than this Agreement) pursuant to which any holders of securities of the Company have a right to cause the Company to register or qualify such securities under the Securities Act or any securities or blue sky laws of any jurisdiction. 18. Recapitalization, Exchanges, etc., Affecting the Company's Capital Stock. The provisions of this Agreement shall apply to the full extent set forth herein with respect to any and all shares of capital stock of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise), or at the election of a Holder, any person who controls any of the foregoing, which may be issued in respect of, in exchange for or in substitution of, the Registrable Securities. 19. Defined Terms. All capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Recapitalization Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date hereof. PANAVISION INC. By: /s/ William C. Scott ________________________________ Name: William C. Scott Title: Chairman and Chief Executive Officer PX HOLDING CORPORATION By: /s/ Joram C. Salig ________________________________ Name: Joram C. Salig Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----