-----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, AAhFg9gu7HG+5aFugV/x6QrxWZNd20DW2iUySDVjAT0v7zbNvB2gm01yL/pZoA95 PcJRIe8drSUIWgGpMbiX7A== 0000950172-01-501382.txt : 20020413 0000950172-01-501382.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950172-01-501382 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20011228 GROUP MEMBERS: PVI ACQUISITION CORP. 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: 1934 Act SEC FILE NUMBER: 005-50029 FILM NUMBER: 1824394 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: M & F WORLDWIDE CORP CENTRAL INDEX KEY: 0000945235 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728] IRS NUMBER: 020423416 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 35 E 62ND ST CITY: NEW YUORK STATE: NY ZIP: 10021 BUSINESS PHONE: 2125728600 MAIL ADDRESS: STREET 1: 35 EAST 62ND STREET CITY: NEW YORK STATE: NY ZIP: 10021 SC 13D/A 1 s373786.txt SC 13D - AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) PANAVISION INC. ---------------- (Name of issuer) Common Stock, par value $.01 per share ---------------------------------------- (Title of class of securities) 69830E209 ---------------------------------------- (CUSIP number) Barry F. Schwartz 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) December 21, 2001 ------------------- (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 |_|. Page 1 of 8 Pages Exhibit Index on Page 8 CUSIP No. 69830E209 13D Page 2 of 8 Pages - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS M & F Worldwide Corp. - ------------------------------------------------------------------------------- 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 ITEM 2(d) OR 2(e) |_| - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY --------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON 7,320,225 WITH --------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 --------------------------------------------------- 10 SHARED DISPOSITIVE POWER 7,320,225 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,320,225 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |_| CERTAIN SHARES - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 83.5% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------- CUSIP No. 69830E209 13D Page 3 of 8 Pages - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS PVI Acquisition Corp. - ------------------------------------------------------------------------------- 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 ITEM 2(d) OR 2(e) |_| - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY --------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON 7,320,225 WITH --------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 --------------------------------------------------- 10 SHARED DISPOSITIVE POWER 7,320,225 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,320,225 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |_| CERTAIN SHARES - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 83.5% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------- This statement amends and supplements the Statement on Schedule 13D dated April 20, 2001 (the "Schedule 13D"), filed with the Securities and Exchange Commission by M & F Worldwide Corp., a Delaware corporation ("M & F Worldwide"), and PVI Acquisition Corp., a Delaware corporation ("PVI Acquisition"), in connection with their ownership of shares of common stock, par value $.01 per share ("Common Stock"), of Panavision Inc., a Delaware corporation (the "Company"). Unless otherwise defined herein, all capitalized terms terms used herein shall have the meanings ascribed to them in the Schedule 13D. Item 3. Source and Amount of Funds or Other Consideration. Item 3 is hereby amended by adding the following at the end thereof: Pursuant to a letter agreement (the "Mafco Letter Agreement"), dated as of December 21, 2001, between Mafco Holdings and M & F Worldwide, M & F Worldwide purchased from PX Holding Corporation, a Delaware corporation and a wholly owned subsidiary of Mafco Holdings (a "PX Holding"), $22,000,000 principal amount of 9 5/8% Senior Subordinated Discount Notes Due 2006 of the Company (the "Notes") for an aggregate purchase price of $8,140,000. In the Mafco Letter Agreement, M & F Worldwide agreed to promptly thereafter deliver an aggregate of $24,525,000 principal amount of the Notes to the Company, in accordance with an amendment, dated December 21, 2001 (the "M & F Worldwide Letter Amendment"), to the M & F Worldwide Letter. A copy of the Mafco Letter Agreement is attached hereto as Exhibit 11. The description of the Mafco Letter Agreement is qualified in its entirety by reference to the Mafco Letter Agreement. A copy of the M & F Worldwide Letter Amendment is attached hereto as Exhibit 12. The description of the M & F Worldwide Letter Amend ment is qualified in its entirety by reference to the M & F Worldwide Letter Amendment. Item 4. Purpose of Transaction. Item 4 is hereby amended by adding the following at the end thereof: On December 21, 2001, pursuant to the M & F Worldwide Letter Amendment, M & F Worldwide delivered to the Company an aggregate of $24,525,000 principal amount of Notes in exchange for 1,381,690 shares (the "Shares") of Series A Non-Cumulative Perpetual Participating Preferred Stock, par value $.01 per share, of the Company (the "Preferred Stock"). The Preferred Stock was created pursuant to a Certificate of Designations filed by the Company with the Secretary of State of the State of Delaware on December 21, 2001. The Company and M & F Worldwide entered into a letter agreement (the "Registration Rights Agreement Amendment Letter"), dated as of December 21, 2001, pursuant to which the Company and M & F Worldwide agreed to amend the Registration Rights Agreement to, among other things, include within the definition of "Registrable Securities" the shares of Preferred Stock referred to in the preceding paragraph. A copy of the Certificate of Designations is attached hereto as Exhibit 13 and a copy of the Registration Rights Agreement Amendment Letter is attached hereto as Exhibit 14. The description of the Certificate of Designations and Registration Rights Agreement Amendment Letter are qualified in their entirety by reference to the Certificate of Designations and Registration Rights Agreement Amendment Letter. Upon the closing of the transaction, M & F Worldwide contributed the Shares to PVI Acquisition. Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended by adding the following: Pursuant to the M & F Worldwide Letter Amendment, PVI Acquisition received 1,381,690 shares of Preferred Stock. As a result, PVI Acquisition beneficially owns 8,701,915 shares of voting stock, representing approximately 85.7% of the total voting stock of the Company. By virtue of its ownership of 100% of the common stock of PVI Acquisition, M & F Worldwide may be deemed to share beneficial ownership of such shares of voting stock. Item 7. Material to be Filed as Exhibits. Exhibit 11 Mafco Letter Agreement, dated as of December 21, 2001, between Mafco Holdings Inc. and M & F Worldwide Corp. Exhibit 12 M & F Worldwide Letter Amendment, dated as of December 21, 2001, delivered by M & F Worldwide Corp. to Panavision Inc. Exhibit 13 Certificate of Designations, Powers, Preferences and Rights of Series A Non-Cumulative Perpetual Participating Preferred Stock of Panavision Inc. Exhibit 14 Registration Rights Agreement Amendment Letter, dated as of December 21, 2001, between Panavision Inc. and M & F Worldwide Corp. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct. Dated: December 28, 2001 M & F WORLDWIDE CORP. PVI ACQUISITION CORP. By: /s/ Glenn P. Dickes ------------------------------ Glenn P. Dickes Secretary EXHIBIT INDEX Exhibit 11 Mafco Letter Agreement, dated as of December 21, 2001, between Mafco Holdings Inc. and M & F Worldwide Corp. 12 M & F Worldwide Letter Amendment, dated as of December 21, 2001, delivered by M & F Worldwide Corp. to Panavision Inc. 13 Certificate of Designations, Powers, Preferences and Rights of Series A Non-Cumulative Perpetual Participating Preferred Stock of Panavision Inc. 14 Registration Rights Agreement Amendment Letter, dated as of December 21, 2001, between Panavision Inc. and M & F Worldwide Corp. EX-99 3 s575685.txt EXHIBIT 11 Mafco Holdings Inc. 35 East 62nd Street New York, New York 10021 December 21, 2001 M & F Worldwide Corp. 35 East 62nd Street New York, New York 10021 Gentlemen: Mafco Holdings, Inc., a Delaware corporation ("Mafco") and M & F Worldwide Corp., a Delaware corporation ("M & F Worldwide"), hereby agree that M & F Worldwide will purchase from Mafco, or a wholly owned subsidiary of Mafco (a "Mafco Sub"), $22,000,000 principal amount of 9 5/8% Senior Subordinated Discount Notes Due 2006 of Panavision (the "Notes") for an aggregate purchase price of $8,140,000 representing the aggregate purchase price paid by Mafco or a Mafco Sub for the Notes plus an agreed upon cost of carry of 6% per annum. M & F Worldwide will promptly thereafter deliver an aggregate of $24,525,000 principal amount of the Notes to Panavision, pursuant to an amendment dated the date hereof to the M & F Worldwide Letter. In connection with the transactions contemplated by this letter agreement (the "Letter Agreement"), Mafco represents and warrants that: 1. Mafco is a corporation duly organized, validly existing and in good standing under the laws of Delaware; 2. None of the execution and delivery of this Letter Agreement, the consummation of the transactions herein contemplated or compliance with the terms and conditions hereof by Mafco will conflict with or result in a breach of, or require any authorization, approval or consent which has not been obtained under, or constitute a default under, the charter or by-laws of Mafco, or any applicable provision or term of any law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any material agreement or instrument to which Mafco is a party or by which Mafco or any of its property is bound or to which it is subject; 3. Mafco has all necessary corporate power, authority and legal right to execute, deliver and perform its obligations as described in this Letter Agreement and the execution, delivery and performance by Mafco of this Letter Agreement has been duly authorized; 4. This Letter Agreement has been duly and validly executed and delivered by Mafco and constitutes the legal, valid and binding obligation of Mafco, enforceable against Mafco in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer or similar laws of general applicability affecting the enforcement of creditors' rights and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and 5. The transfer of the Notes will effectively vest in M & F Worldwide good, valid and marketable title to the Notes, free and clear of all Encumbrances whatsoever, except for any Encumbrances arising under the Securities Act of 1933 (the "Securities Act") or state securities laws. As used in this Letter Agreement, the term "Encumbrances" shall mean any and all liens, charges, security interests, options, claims, mortgages, pledges, or agreements, obligations, understandings or arrangements or other restrictions on title or transfer of any nature whatsoever. In connection with the transactions contemplated by this Letter Agreement, M & F Worldwide represents and warrants that: 6. M & F Worldwide is a corporation duly organized, validly existing and in good standing under the laws of Delaware; 7. None of the execution and delivery of this Letter Agreement, the consummation of the transactions herein contemplated or compliance with the terms and conditions hereof by M & F Worldwide will conflict with or result in a breach of, or require any authorization, approval or consent which has not been obtained under, or constitute a default under, the charter or by-laws of M & F Worldwide, or any applicable provision or term of any law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any material agreement or instrument to which M & F Worldwide is a party or by which M & F Worldwide or any of its property is bound or to which it is subject; 8. M & F Worldwide has all necessary corporate power, authority and legal right to execute, deliver and perform its obligations as described in this Letter Agreement and the execution, delivery and performance by M & F Worldwide of this Letter Agreement has been duly authorized; and 9. This Letter Agreement has been duly and validly executed and delivered by M & F Worldwide and constitutes the legal, valid and binding obligation of M & F Worldwide, enforceable against M & F Worldwide in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer or similar laws of general applicability affecting the enforcement of creditors' rights and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Upon delivery of the Notes in exchange for $8,140,000, M & F Worldwide and Mafco shall execute and deliver a cross receipt in the form attached hereto as Exhibit A. If you are in agreement with the foregoing, please so indicate by signing the enclosed duplicate copy of this Letter Agreement. Very truly yours, MAFCO HOLDINGS INC. By: /s/ Todd J. Slotkin ----------------------------- Name: Todd J. Slotkin Title: Executive Vice President and Chief Financial Officer ACCEPTED AND AGREED TO: M & F WORLDWIDE CORP. By: /s/ Howard Gittis ------------------------------- Name: Howard Gittis Title: Chairman of the Board of Directors, President and Chief Executive Officer EXHIBIT A CROSS RECEIPT M & F Worldwide hereby acknowledges delivery of $22,000,000 principal amount of 9 5/8% Senior Subordinated Discount Notes Due 2006 of Panavision in satisfaction of Mafco's obligations under the Letter Agreement. M & F WORLDWIDE CORP. By: /s/ Howard Gittis ----------------------------- Name: Howard Gittis Title: Chairman of the Board of Directors, President and Chief Executive Officer Mafco hereby acknowledges delivery $8,140,000 in satisfaction of M & F Worldwide's obligations under the Letter Agreement. MAFCO HOLDINGS INC. By: /s/ Todd J. Slotkin ---------------------------- Name: Todd J. Slotkin Title: Executive Vice President and Chief Financial Officer EX-99 4 s575702.txt EXHIBIT 12 M & F Worldwide Corp. 35 East 62nd Street New York, New York 10021 December 21, 2001 Panavision Inc. 6219 De Soto Avenue Woodland Hills, California Gentlemen: We refer to the letter, dated April 19, 2001 (the "M & F Worldwide Letter"), from M & F Worldwide to Panavision, pursuant to which M & F Worldwide agreed to make available to Panavision the Investment Contribution Amount, as required from time to time by Panavision to make payments of principal or interest under its credit facility or senior subordinated notes, but in any event no later than December 31, 2001. Pursuant to this letter, the M & F Worldwide Letter is being modified as set forth below. Capitalized terms used but not defined herein shall have the meanings given to them in the M & F Worldwide Letter. M & F Worldwide will, or will cause a wholly-owned subsidiary (a "M & F Worldwide Sub") to, deliver to Panavision an aggregate of $24,525,000 principal amount of 9 5/8% Senior Subordinated Discount Notes Due 2006 of Panavision (the "Notes") in exchange for 1,381,690 shares of Series A Non-Cumulative Perpetual Participating Preferred Stock, par value $.01 per share, of Panavision having the terms set forth in the term sheet attached hereto (the Series A Preferred Stock"). The delivery of the Notes by M & F Worldwide to Panavision and the issuance of the Series A Preferred Stock to M & F Worldwide shall be in satisfaction of M & F Worldwide's obligations under the M & F Worldwide Letter. In connection with the transactions contemplated by this letter, M & F Worldwide represents and warrants that: 1. M & F Worldwide is a corporation duly organized, validly existing and in good standing under the laws of Delaware; 2. None of the execution and delivery of this letter, the consummation of the transactions herein contemplated or compliance with the terms and conditions hereof by M & F Worldwide shall conflict with or result in a breach of, or require any authorization, approval or consent which has not been obtained under, or constitute a default under, the charter or by-laws of M & F Worldwide, or any applicable provision or term of any law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any material agreement or instrument to which M & F Worldwide is a party or by which M & F Worldwide or any of its property is bound or to which it is subject; 3. M & F Worldwide has all necessary corporate power, authority and legal right to execute, deliver and perform its obligations as described in this letter and the execution, delivery and performance by M & F Worldwide of this letter has been duly authorized; 4. This letter has been duly and validly executed and delivered by M & F Worldwide and constitutes the legal, valid and binding obligation of M & F Worldwide, enforceable against M & F Worldwide in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer or similar laws of general applicability affecting the enforcement of creditors' rights and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and 5. The transfer of the Notes will effectively vest in Panavision good, valid and marketable title to the Notes, free and clear of all Encumbrances whatsoever, except for any Encumbrances arising under the Securities Act of 1933 or state securities laws. As used in this letter, the term "Encumbrances" shall mean any and all liens, charges, security interests, options, claims, mortgages, pledges, or agreements, obligations, understandings or arrangements or other restrictions on title or transfer of any nature whatsoever. IN WITNESS WHEREOF, the undersigned, being a duly elected officer of M & F Worldwide, has executed this letter as of the date first written above. M & F WORLDWIDE CORP. By: /s/ Howard Gittis -------------------------------- Name: Howard Gittis Title: Chairman of the Board of Directors, President and Chief Executive Officer
Preferred Stock Issuer.................................. Panavision Inc. (the "Company"). Security................................ [1,381,690] shares of newly-issued Series A Non-Cumulative Perpetual Participating Preferred Stock (the "Preferred Stock"). Liquidation Preference.................. Per share liquidation preference of $____ plus declared and unpaid dividends. Mandatory Redemption.................... None. Optional Redemption..................... None. Dividends............................... Non-cumulative dividends at a rate of [$.05] per share of Preferred Stock per annum (the "stated dividend"), payable, if declared, quarterly on each March 31, June 30, September 30 and December 31, when, as and if declared by the Board of Directors, prior to the payment of any dividends in respect of such quarter on junior securities. Dividends may not be paid or set aside for payment on any junior securities for any quarter unless the full stated dividend shall have been or contemporaneously is declared and paid or set aside for payment on the Preferred Stock. In addition to the stated dividend, the Preferred Stock will also participate pro rata on a share-for-share basis with the common stock, par value $.01 per share, of the Company ("Common Stock") with respect to any dividends declared or paid on the Common Stock. Conversion Rights....................... None. Ranking................................. The Preferred Stock will rank, with respect to dividend rights and rights upon liquidation, winding up or dissolution, senior to the Company's Common Stock and any other series of preferred stock, except that the Preferred Stock will rank on parity with any other series or class of preferred stock that may hereafter be created with the approval of the holders of Preferred Stock, as set forth below. Voting Rights........................... One vote per share. The Preferred Stock will vote as a single class with the Common Stock, except as set forth below or as provided by applicable law. Without the affirmative vote of a majority of the Preferred Stock, the Company will not (i) amend the Certificate of Incorporation or Bylaws in a manner that adversely affects the rights, preferences and privileges of the Preferred Stock, (ii) take any action requiring a vote of stockholders of the Company that adversely affects the rights, preferences and privileges of the Preferred Stock, or (iii) issue any other series or class of equity securities ranking on a parity with, or senior to, the Preferred Stock. Merger, Consolidation and Sale of Assets.......................... The Company may not consolidate or merge with, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets (each such transaction is referred to as a "Fundamental Transaction") to any person unless (x) in the case of a consolidation or merger, the Company is the surviving entity and the Preferred Stock remains outstanding following such transaction or (y) if the Company is not the surviving entity, in the case of a consolidation or merger, or is the transferor of all or substantially all of its assets, the transferee of assets or the surviving entity, as the case may be, assumes the obligation to exchange the Preferred Stock for securities of such surviving entity or the Company, as the case may be, having the same or more favorable rights, powers and preferences than the Preferred Stock had immediately prior to such transaction; provided that in the event that the Company undertakes a Fundamental Transaction which does not result in the holders of the Company's outstanding securities immediately prior to such transaction holding more than 50% of (i) the voting power of the surviving entity in such Fundamental Transaction or (ii) if the surviving entity resulting from such Fundamental Transaction has an ultimate parent which is a public company, the voting power of such ultimate parent, then the holders of the Preferred Stock may elect, at their option, to receive either (A) an amount in cash at least equal to the Liquidation Preference of the Preferred Stock plus declared but unpaid dividends or (B) an amount, in the form of cash, securities or other property, equal to the amount (and in the form) of the cash, securities or other property to be received by each holder of Common Stock for each share of Common Stock held by such holder in connection with such Fundamental Transaction. Transfer Restrictions................... None. Registration Rights..................... Upon the issuance of the Preferred Stock, the Company will amend the existing registration rights agreement between the Company and M&F Worldwide Corp. to provide for unlimited demand and piggyback registration rights with respect to the Preferred Stock, at the Company's expense, in each case subject to customary cutbacks and blackout periods.
EX-99 5 s372355.txt EXHIBIT 13 CERTIFICATE OF THE DESIGNATIONS, POWERS, PREFERENCES AND RIGHTS OF SERIES A NON-CUMULATIVE PERPETUAL PARTICIPATING PREFERRED STOCK OF PANAVISION INC. (Pursuant to Section 151 of the Delaware General Corporation Law) Panavision Inc., a Delaware corporation (the "Company"), hereby certifies that the following resolution was adopted by the Board of Directors of the Company: RESOLVED, that pursuant to the authority expressly granted to and vested in the Board of Directors of the Company (the "Board of Directors") by the provisions of the Amended and Restated Certificate of Incorporation of the Company (the "Certificate of Incorporation"), there is hereby created, out of the 2,000,000 shares of Preferred Stock, par value $0.01 per share, of the Company authorized in Section 5 of the Certificate of Incorporation (the "Preferred Stock"), a series of the Preferred Stock consisting of 1,500,000 shares, which series shall have the following powers, designations, preferences and relative, participating, optional or other rights, and the following qualifications, limitations and restrictions (in addition to any powers, designations, preferences and relative, participating, optional or other rights, and any qualifications, limitations and restrictions, set forth in the Certificate of Incorporation which are applicable to the Preferred Stock): Section 1. Designation of Amount. The shares of Preferred Stock created hereby shall be designated the "Series A Non-Cumulative Perpetual Participating Preferred Stock" (the "Series A Preferred Stock") and the authorized number of shares constituting such series shall be 1,500,000. Section 2. Ranking; Term. (a) The Series A Preferred Stock shall, with respect to dividend rights and rights to distributions upon the liquidation, winding-up or dissolution of the Company, rank senior to all classes of common stock, par value $0.01 per share, of the Company (the "Common Stock") and to each other class or series of capital stock or other equity securities of the Company authorized, issued or otherwise established; provided, however, that the holders of a majority of the outstanding shares of Series A Preferred Stock, in accordance with the provisions of Section 6(b) hereof, may approve the authorization, issuance or establishment of a series of Preferred Stock the terms of which rank on a parity with or senior to the Series A Preferred Stock as to dividends and distributions upon the liquidation, winding-up or dissolution of the Company. (b) The Series A Preferred Stock shall be perpetual and may not be redeemed, purchased, retired or otherwise acquired by the Company unless such redemption, purchase, retirement or other acquisition by the Company is expressly authorized herein and consummated in accordance with the provisions specified herein; provided, however, that the Company may, with the written consent of a holder of outstanding shares of Series A Preferred Stock, redeem, purchase, retire or otherwise acquire any or all of the outstanding shares of Series A Preferred Stock held by such holder. Section 3. Dividends. (a) The holders of the then outstanding shares of Series A Preferred Stock will be entitled to receive, when, as and if declared by the Board of Directors out of funds of the Company legally available therefore, non-cumulative cash dividends at the annual rate of $0.05 per share of Series A Preferred Stock, payable, if declared, quarterly in cash on each March 31, June 30, September 30 and December 31; provided, however, that if any such payment date is not a Business Day then such dividend shall be payable on the next Business Day. The cash dividends provided for in this Section 3(a) are hereinafter referred to as "Base Dividends." For purposes hereof, "Business Day" means any day other then a Saturday, Sunday or day on which banking institutions in the State of New York are authorized or required to remain closed. (b) If Base Dividends have been declared and have not been paid in full and sums have not been set apart in trust for the payment thereof upon the shares of Series A Preferred Stock and the shares of any other series of capital stock of the Company ranking on a parity as to dividends with the Series A Preferred Stock ("Parity Dividend Stock"), all dividends declared upon shares of Series A Preferred Stock and upon all Parity Dividend Stock shall be paid or declared pro rata so that in all cases the amount of dividends paid or declared per share on the Series A Preferred Stock and such Parity Dividend Stock shall bear to each other the same ratio that unpaid dividends per share, including dividends in arrears, if any, on the shares of Series A Preferred Stock and such other shares of Parity Dividend Stock, bear to each other. Unless and until full Base Dividends on the shares of Series A Preferred Stock in respect of all past declared dividends have been paid, and sums representing the full amount of Base Dividends on the shares of Series A Preferred Stock are declared in respect of the then current quarterly dividend period and paid or shall have been or are contemporaneously set aside in trust for the payment thereof, (i) no dividends shall be paid or declared or set aside for payment or other distribution upon the Common Stock or any other capital stock of the Company ranking junior to the Series A Preferred Stock as to dividends or as to distributions upon liquidation, dissolution or winding up of the Company (other than in shares of, or warrants or rights to acquire, solely capital stock of the Company ranking junior to the Series A Preferred Stock both as to dividends and as to distributions upon liquidation, dissolution or winding up of the Company ("Junior Stock")) and (ii) no shares of capital stock of the Company ranking junior to or on a parity with the Series A Preferred Stock as to dividends or as to distributions upon liquidation, dissolution or winding up of the Company shall be redeemed, retired, purchased or otherwise acquired for any consideration (or any payment made to or available for a sinking fund for the redemption of any such shares) by the Company or any Subsidiary (except by conversion into or exchange solely for shares of Junior Stock). For purposes hereof, a "Subsidiary" shall mean any corporation, association, partnership, limited liability company, joint venture or other business entity (i) at least 50% of the outstanding voting securities of which are at the time owned or controlled, directly or indirectly, by the Company or (ii) with respect to which the Company possesses, directly or indirectly, the power to direct or cause the direction of the affairs or management of such person. (c) In addition to Base Dividends, in the event any dividends are declared or paid or any other distribution is made on or with respect to the Common Stock, the holders of the Series A Preferred Stock as of the record date established by the Board of Directors for such dividend or distribution on the Common Stock shall be entitled to receive as additional dividends (the "Additional Dividends") an amount (whether in the form of cash, securities or other property) per share of Series A Preferred Stock equal to the amount (and in the form) of the dividends declared or paid or distribution made on or with respect to each share of Common Stock, such Additional Dividends to be payable on the same payment date as the dividend on the Common Stock established by the Board of Directors. The record date for any such Additional Dividends shall be the record date for the applicable dividend or distribution on the Common Stock, and any such Additional Dividends shall be payable to the persons in whose name the Series A Preferred Stock is registered at the close of business on the applicable record date. (d) No dividend shall be paid or declared on any share of Common Stock, unless (i) a dividend, payable in the same consideration and manner, is simultaneously paid or declared, as the case may be, on each share of Series A Preferred Stock in an amount determined as set forth in paragraph (c) above, (ii) full Base Dividends on the shares of Series A Preferred Stock in respect of all past declared dividends have been paid, and sums representing the full amount of Base Dividends on the shares of Series A Preferred Stock are declared in respect of the then current quarterly dividend period and paid or shall have been or are contemporaneously set aside in trust for the payment thereof, and (iii) full Additional Dividends on the shares of Series A Preferred Stock in respect of all past declared dividends on the Common Stock have been paid. For purposes hereof, the term "dividends" shall include any pro rata distribution by the Company, out of funds of the Company legally available therefor, of cash, property, securities (including, but not limited to, rights, warrants or options) or other property or assets to the holders of the Common Stock, whether or not paid out of capital, surplus or earnings. Section 4. Liquidation Preference. In the event of a liquidation, dissolution or winding up of the Company, whether voluntary or involuntary (a "Liquidation"), the holders of the Series A Preferred Stock then outstanding shall be entitled to receive out of the available assets of the Company, whether such assets are stated capital or surplus of any nature, an amount on such date equal to $1.00 per share of Series A Preferred Stock (the "Liquidation Preference") plus the amount of any declared but unpaid Base Dividends as of such date and any declared but unpaid Additional Dividends as of such date. Such payment shall be made before any payment shall be made or any assets distributed to the holders of any class or series of the Common Stock or any other class or series of the Company's capital stock ranking junior as to liquidation rights to the Series A Preferred Stock. If upon any Liquidation the assets available for payment of the Liquidation Preference are insufficient to permit the payment to the holders of the Series A Preferred Stock of the full preferential amounts described in this Section 4, then all the available assets shall be distributed among the holders of the then outstanding shares of Series A Preferred Stock and the then outstanding shares of capital stock ranking on a parity with the Series A Preferred Stock as to distributions upon Liquidation, pro rata according to the number of then outstanding shares of Series A Preferred Stock and then outstanding shares of parity stock held by each holder thereof. A merger or consolidation of the Company, or a sale of all or substantially all of its assets, shall not constitute a Liquidation for purposes of this Section 4, unless in connection with such merger or consolidation or sale of all or substantially all of the Company's assets, the stockholders of the Company specifically determine that such transaction be deemed a Liquidation. Section 5. Reorganization, Reclassification, Merger, Consolidation. (a) At any time while any shares of Series A Preferred Stock are outstanding, the Company shall not (i) consolidate or merge with or into another person or entity or (ii) sell, lease, assign, transfer, convey or otherwise dispose of all or substantially all of its assets (each such transaction described in clauses (i) and (ii) of this Section 5(a) is referred to herein as a "Fundamental Transaction"); provided, however, that the Company may undertake or effect a Fundamental Transaction if, in the case of a merger or consolidation, the Company will be the surviving entity and the Series A Preferred Stock will remain outstanding or, prior to the consummation of any such Fundamental Transaction, the successor entity, in the case of a merger of consolidation, resulting from such Fundamental Transaction or the transferee of all or substantially all of the Company's assets, in the case of a Fundamental Transaction which is an asset sale, shall assume by written instrument the obligation to deliver to the holders of the Series A Preferred Stock upon consummation of such Fundamental Transaction, in exchange for all outstanding shares of Series A Preferred Stock, shares of stock, securities or other assets having identical, or more preferential, rights, power, preferences and privileges as the Series A Preferred Stock immediately prior to such Fundamental Transaction. The provisions of this Section 5(a) shall similarly apply to successive reorganizations, reclassifications, consolidations, or mergers. (b) Notwithstanding the provisions of Section 5(a) hereof, in the event that the stockholders of the Company approve, or the Company otherwise consummates (if stockholder approval is not required for such consummation), a Fundamental Transaction (other than a Fundamental Transaction in which the holders of the Company's outstanding voting securities immediately prior to such Fundamental Transaction hold, immediately after such Fundamental Transaction, in excess of 50% of (x) the voting power of the outstanding voting securities of the entity resulting from such Fundamental Transaction or (y) if the entity resulting from such Fundamental Transaction has an ultimate parent which has a class of equity securities which are publicly traded on a nationally recognized securities exchange, the voting power of the outstanding voting securities of such parent (the Fundamental Transactions described in clauses (x) and (y) above are referred to herein as "Excluded Transactions")), at any time while any shares of Series A Preferred Stock are outstanding, each holder of Series A Preferred Stock shall have the right to give notice to the Company that such holder is exercising a redemption election (a "Redemption Election") with respect to all or any number of such holder's shares of Series A Preferred Stock, during the period (the "Exercise Period") beginning on the tenth (10th) day and ending on the thirtieth (30th) day after the earlier to occur of (i) such holder's receipt of the notice referred to in Section 5(c) hereof or (ii) the date as of which such holder obtains actual knowledge of such Fundamental Transaction. In exercising a Redemption Election, a holder of Series A Preferred Stock may elect to receive for each outstanding share of Series A Preferred Stock held by such holder either (x) an amount in cash, to the extent permitted by applicable law, not less than the Liquidation Preference thereof as of the Redemption Date (as defined below) plus the amount of any declared but unpaid Base Dividends as of the Redemption Date plus the amount of any declared but unpaid Additional Dividends as of such date or (y) an amount, in the form of cash, securities or other property, equal to the amount (and in the form) of the cash, securities or other property to be received by each holder of Common Stock for each share of Common Stock held by such holder in connection with such Fundamental Transaction. (c) On or before the tenth (10th) day after the stockholders of the Company approve, or the Company otherwise consummates (if stockholder approval is not required for such consummation), a Fundamental Transaction (other than an Excluded Transaction), the Company shall mail to all holders of record of the Series A Preferred Stock at their respective addresses as the same shall appear on the books of the Company as of such date, a notice disclosing (i) the Fundamental Transaction, (ii) that, if such holder exercises the Redemption Election, the Company shall, at the election of the holder, (x) redeem any or all of such holder's shares of Series A Preferred Stock at a redemption price equal to an amount not less than the Liquidation Preference thereof plus the amount of any declared but unpaid Base Dividends as of the Redemption Payment Date plus the amount of any declared but unpaid Additional Dividends as of such date or (y) deliver to such holder an amount per share of Series A Preferred Stock held by such holder, in the form of cash, securities or other property, equal to the amount (and in the form) of the cash, securities or other property to be received by each holder of Common Stock for each share of Common Stock held by such holder in connection with such Fundamental Transaction, and (iii) the procedure for redemption. Each such notice of redemption shall be irrevocable. To exercise the Redemption Election, a holder of Series A Preferred Stock must deliver during the Exercise Period written notice to the Company (or an agent designated by the Company for such purpose) of the holder's exercise of the Redemption Election, including the indication of the form of redemption payment elected by such holder, accompanied by each certificate evidencing shares of the Series A Preferred Stock with respect to which the Redemption Election is being exercised, duly endorsed for transfer to the Company. On or prior to the fifth (5th) Business Day (the "Redemption Payment Date") after receipt of such written notice, the Company shall redeem all shares of Series A Preferred Stock properly surrendered to the Company (or an agent designated by the Company for such purpose) during the Exercise Period for redemption in connection with the exercise of the Redemption Election and shall cause payment in the required form to be made for such shares of Series A Preferred Stock. If, in connection with any Redemption Election, the Company does not have sufficient capital and surplus legally available to redeem all of the then outstanding shares of Series A Preferred Stock for which a Redemption Election in the form of cash has been made, the Company shall take all measures permitted under the Delaware General Corporation Law to increase the amount of its capital and surplus legally available, and the Company shall redeem as many shares of Series A Preferred Stock for which a Redemption Election in the form of cash has been made as it has capital and surplus legally available therefor, ratably from the holders thereof in proportion to the number of shares of Series A Preferred Stock tendered for cash payment, and shall thereafter from time to time, as soon as it shall have capital and surplus legally available therefor, redeem as many shares of Series A Preferred Stock for which a Redemption Election in the form of cash has been made as it has capital and surplus available therefor until it has redeemed all of the outstanding shares of Series A Preferred Stock for which a Redemption Election in the form of cash has been made. (d) After any Redemption Election Payment Date, unless and until the full redemption payment for all shares of Series A Preferred Stock to be redeemed has been paid to the holders thereof, or set aside in trust with a bank or trust company, (i) no dividends or other distribution shall be paid or declared or set aside for payment on any capital stock or other equity securities of the Company ranking junior to or on a parity with the Series A Preferred Stock (other than in shares of, or warrants or rights to acquire, Junior Stock), and (ii) no shares of capital stock or other equity securities of the Company ranking junior to or on a parity with the Series A Preferred Stock shall be redeemed, retired, purchased or otherwise acquired for any consideration (or any payment made to or available for a sinking fund for the redemption of any such shares) by the Company (except by conversion into or exchange for solely shares of Junior Stock). (e) Any shares of Series A Preferred Stock which shall at any time have been redeemed, retired or repurchased pursuant to this Section 5 or otherwise shall, after such redemption, retirement or repurchase have the status of authorized but unissued shares of Preferred Stock, without designation as to series, and shall not be reissued as Series A Preferred Stock. Section 6. Voting Rights. (a) The holders of outstanding shares of the Series A Preferred Stock: (i) shall be entitled to vote together with the holders of the Common Stock as a single class on all matters submitted for a vote of holders of Common Stock; (ii) shall have such other voting rights as are specified in the Certificate of Incorporation or as otherwise provided by Delaware law; and (iii) shall be entitled to receive notice of any meeting of the stockholders of the Company in accordance with the Certificate of Incorporation and By-laws of the Company. For purposes of the voting rights set forth in this Section 6(a), each share of Series A Preferred Stock shall entitle the holder thereof to cast that number of votes as each share of Common Stock shall be entitled to cast. (b) In addition to the other voting rights set forth herein, so long as any shares of Series A Preferred Stock remain outstanding, the Company shall not, without the written consent or affirmative vote of the holders of at least a majority of the outstanding shares of Series A Preferred Stock voting separately as one class, (i) amend, alter or repeal, whether by merger, consolidation, combination, reclassification or otherwise, the Certificate of Incorporation or By-laws of the Company or any provisions thereof (including the adoption of a new provision thereof) if such amendment, alteration or repeal would adversely alter or change the rights, preferences or privileges of the Series A Preferred Stock, (ii) create, authorize or issue any class, series or shares of Preferred Stock or any other class or series of capital stock or other equity securities of the Company ranking either as to payment of dividends or distribution of assets upon Liquidation (x) prior to the Series A Preferred Stock or (y) on a parity with the Series A Preferred Stock, or (iii) undertake any action (x) the valid consummation of which would require the approval of the Company's stockholders pursuant to the Company's Certificate of Incorporation or Bylaws or as required by applicable law and (y) the direct or indirect result of which would adversely affect or change the rights, preferences or privileges of the Series A Preferred Stock. The vote of the holders of at least two-thirds of the outstanding shares of Series A Preferred Stock, voting separately as one class, shall be necessary to adopt any alteration, amendment or repeal of this Section 6, in addition to any other vote of stockholders required by law. IN WITNESS WHEREOF, the Company has caused this Certificate of Designations to be signed by Barry F. Schwartz, its Executive Vice President and General Counsel, this 21st day of December, 2001. By: /s/ Barry F. Schwartz ----------------------------- Name: Barry F. Schwartz Title: Executive Vice President and General Counsel EX-99 6 s576099.txt EXHIBIT 14 Panavision Inc. 6219 De Soto Avenue Woodland Hills, California 91367 December 21, 2001 M & F Worldwide Corp. 35 East 62nd Street New York, New York 10021 Gentlemen: Panavision Inc., a Delaware corporation ("Panavision") is delivering this letter to M & F Worldwide Corp., a Delaware corporation ("M & F Worldwide"), in connection with the delivery of a letter, dated as of the date hereof (the "M & F Worldwide Letter"), from M & F Worldwide to Panavision. Pursuant to the M & F Worldwide Letter, M & F Worldwide is acquiring from Panavision [1,381,690] newly-issued shares of Series A Non-Cumulative Perpetual Participating Preferred Stock, par value $.01 per share (the "Series A Preferred Stock"). M & F Worldwide and Panavision, intending to be legally bound, hereby agree that the definition of "Registrable Securities" under the registration rights agreement, dated as of June 5, 1998 (the "Registration Rights Agreement"), by and between Panavision and M & F Worldwide (formerly between Panavision and PX Holding Corporation) is hereby amended and restated as follows: "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 Series A Non-Cumulative Perpetual Participating Preferred Stock, par value $.01 per share (the "Preferred Stock"), issued in accordance with the terms of the letter, dated as of December __, 2001, from M & F Worldwide Corp. to the Company, (c) any additional shares of Common Stock, Preferred Stock or other capital stock of the Company which shall be issued to M & F Worldwide Corp., (d) any shares of Common Stock, Preferred Stock or other capital stock of the Company acquired by M & F Worldwide Corp. on the open market at a time when such party is deemed to be an "affiliate" (as such term is defined under Rule 144 of the Securities Act) of the Company, and (e) any securities issued or issuable in respect of the Common Stock, Preferred Stock or other capital stock of the Company referred to in clauses (a), (b), (c) and (d) above, by way of conversion, exercise or exchange or any 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, Preferred Stock or other capital stock of the Company. 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 (d) 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. Panavision's and M & F Worldwide's agreements and undertakings hereunder are for the sole benefit of M & F Worldwide and shall not create third party beneficiary rights on behalf of any other person or entity. If you are in agreement with the foregoing, please so indicate by signing the enclosed duplicate copy of this letter. Very truly yours, PANAVISION INC. By: /s/ Kenneth E. Krainman ----------------------------- Name: Kenneth E. Krainman Title: Controller and Assistant Secretary ACCEPTED AND AGREED TO: M & F WORLDWIDE CORP. By: /s/ Howard Gittis --------------------------------- Name: Howard Gittis Title: Chairman of the Board of Directors, President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----