-----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, K5fWiV0tCZi3fDcibQoTyHmI8vACZhNKCCogTmfMl56QEmmr6FsYNED1olus/y8l rsN+Zpr/riysSSFD8JbOAg== 0000950172-02-002647.txt : 20021204 0000950172-02-002647.hdr.sgml : 20021204 20021204165858 ACCESSION NUMBER: 0000950172-02-002647 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20021204 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-50029 FILM NUMBER: 02849019 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 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 1 s691543.txt SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) 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) November 27, 2002 - ------------------------------------------------------------------------------- (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 |_|. 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 - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF ------------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH ------------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 ------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - ------------------------------------------------------------------------------- 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 - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF ------------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH ------------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 ------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------- This statement amends and supplements the Statement on Schedule 13D dated April 20, 2001, as amended by Amendment No. 1 thereto, dated December 28, 2001 and Amendment No. 2 thereto, dated July 26, 2002 (as so amended, 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 used herein shall have the meanings ascribed to them in the Schedule 13D. Item 4. Purpose of Transaction. Item 4 is hereby amended by adding the following: On July 26, 2002, M & F Worldwide entered into a settlement agreement (the "Settlement Agreement") pursuant to which the parties thereto agreed to settle and dismiss a consolidated derivative and class action, In re M & F Worldwide Corp. Shareholder Litigation (No. 18502), and a derivative action, Furtherfield Partners, et al. v. Ronald O. Perelman (No. 19203), relating to the acquisition by M & F Worldwide of 7,320,225 shares of Common Stock (the "Shares"), from PX Holding Corporation, a Delaware corporation ("PX Holding") and a direct wholly owned subsidiary of Mafco Holdings Inc., a Delaware corporation ("Mafco Holdings"). The Delaware Court of Chancery approved the Settlement Agreement on October 1, 2002 and entered a Final Order and Judgment in Civil Action No. 18502 on that date, and a Final Order and Judgment in Civil Action No. 19203 on October 28, 2002. The terms of the Settlement Agreement require the parties thereto to undertake certain actions (as described below) within ten business days of Final Approval of the Settlement Agreement, as that term is defined therein. As no party to Civil Action Nos. 18502 and 19203 filed an appeal, Final Approval occurred on November 27, 2002. In connection with the Settlement Agreement, on December 3, 2002 (the "Closing Date"), PX Holding, M & F Worldwide and PVI Acquisition entered into a letter agreement (the "Common Stock Letter Agreement"), pursuant to which PX Holding purchased the Shares from PVI Acquisition for an aggregate consideration consisting of (i) 1,500,000 shares of common stock, par value $.01 per share, of M & F Worldwide ("M & F Worldwide Common Stock"), (ii) 6,182,153 shares of Series B Non-Cumulative Perpetual Participating Preferred Stock, par value $.01 per share of M & F Worldwide ("M & F Worldwide Series B Preferred Stock"), and (iii) $80,000,000 in cash. In addition, on the Closing Date, Mafco Holdings and M & F Worldwide entered into a letter agreement (the "Preferred Stock Letter Agreement"), pursuant to which Mafco Holdings delivered 666,677 shares of M & F Worldwide Series B Preferred Stock to M & F Worldwide in exchange for (i) 1,381,690 shares of Series A Non-Cumulative Perpetual Participating Preferred Stock, par value $.01 per share, of the Company (the "Panavision Series A Preferred Stock"), and (ii) $976,250 in cash. A copy of the Common Stock Letter Agreement is attached hereto as Exhibit 17 and a copy of the Preferred Stock Letter Agreement is attached hereto as Exhibit 18. The description of the Common Stock Letter Agreement and the Preferred Stock Letter Agreement are qualified in their entirety by reference to the Common Stock Letter Agreement and the Preferred Stock Letter Agreement, respectively. In addition, the following agreements were also entered into in connection with the Settlement Agreement: (i) M & F Worldwide and the Company entered into a letter agreement (the "1998 Registration Rights Termination Letter Agreement"), dated as of the Closing Date, terminating the Registration Rights Agreement, dated as of June 5, 1998, as amended, between such parties (formerly between Panavision and PX Holding), pursuant to which M & F Worldwide had received registration rights relating to certain shares of Common Stock and Panavision Series A Preferred Stock; and (ii) M & F Worldwide and the Company entered into a letter agreement (the "M & F Worldwide-Panavision Termination Agreement"), dated as of the Closing Date, terminating any obligations relating to the letter, dated as of April 19, 2001, between such parties, respectively. A copy of the 1998 Registration Rights Termination Letter Agreement is attached hereto as Exhibit 19 and a copy of the M & F Worldwide-Panavision Termination Agreement is attached hereto as Exhibit 20. The description of the 1998 Registration Rights Termination Letter Agreement and the M & F Worldwide-Panavision Termination Agreement are qualified in their entirety by reference to the 1998 Registration Rights Termination Letter Agreement and the M & F Worldwide-Panavision Termination Agreement, respectively. Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended by adding the following: (a)-(b) As of November 14, 2002, based upon information provided by the Company, there were 8,769,919 outstanding shares of Common Stock (net of shares held in the Company's treasury). M & F Worldwide and PVI Acquisition no longer share beneficial ownership of any shares of Common Stock or other shares of capital stock of the Company. Howard Gittis, Chairman, President and Chief Executive Officer of M & F Worldwide, beneficially owns 82,500 shares of Common Stock representing approximately 0.9% of the Common Stock outstanding. (c) There were no transactions by the Reporting Persons during the past 60 days, other than the transactions described in Item 4 of this Schedule 13D and the transactions described below. The following open market purchases were effected by Howard Gittis: TRADE DATE NO. SHARES PRICE 10/21/02 1,000 $3.84 11/5/02 22,000 $3.40 11/27/02 2,000 $3.05 (d) Not applicable. (e) Not applicable. Item 7. Material to be Filed as Exhibits. Exhibit 17 Common Stock Letter Agreement, dated as of December 3, 2002, by and between PX Holding Corporation and M & F Worldwide Corp. Exhibit 18 Preferred Stock Letter Agreement, dated as of December 3, 2002, by and between PX Holding Corporation and M & F Worldwide Corp. Exhibit 19 1998 Registration Rights Termination Letter Agreement, dated as of December 3, 2002, by and between PX Holding Corporation and Panavision Inc. Exhibit 20 M & F Worldwide-Panavision Termination Agreement, dated as of December 3, 2002, by and between Panavision Inc. and M & F Worldwide Corp. Exhibit 21 Press Release, dated December 3, 2002 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 4, 2002 M & F WORLDWIDE CORP. PVI ACQUISITION CORP. By: /s/ Glenn P. Dickes ------------------------------ Glenn P. Dickes Secretary EXHIBIT INDEX Exhibit ------- 17 Common Stock Letter Agreement, dated as of December 3, 2002, by and between PX Holding Corporation and M & F Worldwide Corp. 18 Preferred Stock Letter Agreement, dated as of December 3, 2002, by and between PX Holding Corporation and M & F Worldwide Corp. 19 1998 Registration Rights Termination Letter Agreement, dated as of December 3, 2002, by and between PX Holding Corporation and Panavision Inc. 20 M & F Worldwide-Panavision Termination Agreement, dated as of December 3, 2002, by and between Panavision Inc. and M & F Worldwide Corp. 21 Press Release, dated December 3, 2002 EX-99 3 exhi17.txt EXHIBIT 17 Exhibit 17 ---------- PX Holding Corporation 35 East 62nd Street New York, New York 10021 December 3, 2002 M & F Worldwide Corp. 35 East 62nd Street New York, New York 10021 PVI Acquisition Corp. 35 East 62nd Street New York, New York 10021 Gentlemen: PX Holding Corporation, a Delaware corporation ("PX Holding") and a wholly owned subsidiary of Mafco Holdings Inc., a Delaware corporation, M & F Worldwide Corp., a Delaware corporation ("M & F Worldwide"), and PVI Acquisition Corp., a Delaware corporation ("PVI Acquisition") and a wholly owned subsidiary of M & F Worldwide, hereby agree that PX Holding will purchase from PVI Acquisition 7,320,225 shares of common stock, par value $.01 per share, of Panavision Inc., a Delaware corporation (the "Panavision Common Stock"), for an aggregate purchase price of (i) $80,000,000 in cash, (ii) 1,500,000 shares of common stock, par value $.01 per share, of M & F Worldwide (the "M & F Worldwide Common Stock") and (iii) 6,182,153 shares of Series B Non-Cumulative Perpetual Participating Preferred Stock, par value $.01 per share, of M & F Worldwide (the "M & F Worldwide Series B Preferred Stock"). In connection with the transactions contemplated by this letter agreement (this "Letter Agreement"), PX Holding represents and warrants that: 1. PX Holding 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 PX Holding 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 PX Holding, 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 PX Holding is a party or by which PX Holding or any of its property is bound or to which it is subject; 3. PX Holding 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 PX Holding of this Letter Agreement has been duly authorized; 4. This Letter Agreement has been duly and validly executed and delivered by PX Holding and constitutes the legal, valid and binding obligation of PX Holding, enforceable against PX Holding 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 M & F Worldwide Common Stock and the M & F Worldwide Series B Preferred Stock will effectively vest in PVI Acquisition good, valid and marketable title to the M & F Worldwide Common Stock and the M & F Worldwide Series B Preferred Stock, 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 and PVI Acquisition (together, the "Companies") represent and warrant that: 1. Each of the Companies 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 the Companies 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 each of the Companies, 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 either of the Companies is a party or by which either of the Companies or any of their property is bound or to which it is subject; 3. Each of the Companies has all necessary corporate power, authority and legal right to execute, deliver and perform their obligations as described in this Letter Agreement and the execution, delivery and performance by the Companies of this Letter Agreement has been duly authorized; 4. This Letter Agreement has been duly and validly executed and delivered by each of the Companies and constitutes the legal, valid and binding obligation of the Companies, enforceable against each of the Companies 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 Panavision Common Stock will effectively vest in PX Holding good, valid and marketable title to the Panavision Common Stock, free and clear of all Encumbrances whatsoever, except for any Encumbrances arising under the Securities Act or state securities laws. Upon delivery of the 7,320,225 shares of Panavision Common Stock in exchange for (i) $80,000,000 in cash, (ii) 1,500,000 shares of M & F Worldwide Common Stock and (iii) 6,182,153 shares of M & F Worldwide Series B Preferred Stock, PX Holding, M & F Worldwide and PVI Acquisition 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, PX Holding Corporation 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 PVI ACQUISITION CORP. By: /s/ Howard Gittis ---------------------------------- Name: Howard Gittis Title: Vice Chairman of the Board of Directors EXHIBIT A --------- CROSS RECEIPT PX Holding hereby acknowledges delivery of 7,320,225 shares of Panavision Common Stock in satisfaction of PVI Acquisition's and M & F Worldwide's obligations under the Letter Agreement. PX Holding Corporation By: /s/ Todd J. Slotkin -------------------------------- Name: Todd J. Slotkin Title: Executive Vice President and Chief Financial Officer PVI Acquisition and M & F Worldwide hereby acknowledge delivery of (i) $80,000,000 in cash, (ii) 1,500,000 shares of M & F Worldwide Common Stock and (iii) 6,182,153 shares of M & F Worldwide Series B Preferred Stock in satisfaction of PX Holding's obligations under the Letter Agreement. PVI ACQUISITION CORP. By: /s/ Howard Gittis --------------------------------- Name: Howard Gittis Title: Vice Chairman of the Board of Directors M&F WORLDWIDE CORP. By: /s/ Howard Gittis --------------------------------- Name: Howard Gittis Title: Chairman of the Board of Directors, President and Chief Executive Officer EX-99 4 exhi18.txt EXHIBIT 18 Exhibit 18 ---------- Mafco Holdings Inc. 35 East 62nd Street New York, New York 10021 December 3, 2002 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 Mafco, or a wholly owned subsidiary of Mafco, will deliver to M & F Worldwide 666,667 shares of Series B Non-Cumulative Perpetual Participating Preferred Stock, par value $.01 per share, of M & F Worldwide (the "M & F Worldwide Series B Preferred Stock") in exchange for (i) 1,381,690 shares of Series A Non-Cumulative Perpetual Participating Preferred Stock, par value $.01 per share, of Panavision Inc., a Delaware corporation (the "Panavision Series A Preferred Stock"), and (ii) $976,250 in cash. In connection with the transactions contemplated by this letter agreement (this "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 M & F Worldwide Series B Preferred Stock will effectively vest in M & F Worldwide good, valid and marketable title to the M & F Worldwide Series B Preferred Stock, 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: 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 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; 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 Agreement and the execution, delivery and performance by M & F Worldwide of this Letter Agreement has been duly authorized; 4. 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); and 5. The transfer of the Panavision Series A Preferred Stock will effectively vest in Mafco good, valid and marketable title to the Panavision Series A Preferred Stock, free and clear of all Encumbrances whatsoever, except for any Encumbrances arising under the Securities Act or state securities laws. Upon delivery of the 666,667 shares M & F Worldwide Series B Preferred Stock in exchange for (i) 1,381,690 shares of Panavision Series A Preferred Stock and (ii) $976,250 in cash, Mafco and M & F Worldwide 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 Mafco hereby acknowledges delivery of (i) 1,381,690 shares of Panavision Series A Preferred Stock and (ii) $976,250 in cash 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 M & F Worldwide hereby acknowledges delivery of 666,667 shares M & F Worldwide Series B Preferred Stock 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 EX-99 5 exhi19.txt EXHIBIT 19 Exhibit 19 ---------- M & F Worldwide Corp. 35 East 62nd Street New York, New York 10021 December 3, 2002 Panavision Inc. 6219 De Soto Avenue Woodland Hills, California 91367 Re: Termination of Registration Rights Agreement Gentlemen: Reference is hereby made to the Registration Rights Agreement, dated as of June 5, 1998 (the "Registration Rights Agreement"), as amended, between M & F Worldwide Corp., a Delaware corporation ("M & F Worldwide") and Panavision Inc., a Delaware corporation ("Panavision") (formerly between Panavision and PX Holding Corporation, a Delaware corporation). The undersigned hereby agree that the Registration Rights Agreement is hereby terminated, effective as of the date hereof, and as a result of such termination, neither M & F Worldwide nor Panavision (nor any of their respective directors or officers) shall have any further obligations or liabilities to the other in connection with or arising out of the Registration Rights Agreement or its termination. Very truly yours, M & F WORLDWIDE CORP. By: /s/ Howard Gittis ----------------------------------- Name: Howard Gittis Title: Chairman of the Board of Directors, President and Chief Executive Officer ACCEPTED AND AGREED: PANAVISION INC. By: /s/ Eric W. Golden ----------------------------------- Name: Eric W. Golden Title: Executive Vice President and General Counsel EX-99 6 exhi20.txt EXHIBIT 20 Exhibit 20 ---------- M & F Worldwide Corp. 35 East 62nd Street New York, New York 10021 December 3, 2002 Panavision Inc. 6219 De Soto Avenue Woodland Hills, California 91367 Re: Termination of MFW Letter Gentlemen: Reference is hereby made to the letter, dated as of April 19, 2001 (the "MFW Letter"), delivered by M & F Worldwide Corp., a Delaware corporation ("M & F Worldwide") to Panavision Inc., a Delaware corporation ("Panavision"). The undersigned hereby agree that the MFW Letter is hereby terminated, effective as of the date hereof, and as a result of such termination, M & F Worldwide (nor any of its respective directors or officers) shall have no further obligations or liabilities to Panavision in connection with or arising out of the MFW Letter or its termination. Very truly yours, M & F WORLDWIDE CORP. By: /s/ Howard Gittis ------------------------------------ Name: Howard Gittis Title: Chairman of the Board of Directors, President and Chief Executive Officer ACCEPTED AND AGREED: PANAVISION INC. By: /s/ Eric W. Golden ----------------------------------- Name: Eric W. Golden Title: Executive Vice President and General Counsel EX-99 7 exhi21.txt EXHIBIT 21 Exhibit 21 ---------- Press Release M & F WORLDWIDE CLOSES TRANSACTION UNWINDING PURCHASE OF PANAVISION NEW YORK, Dec. 3 /PRNewswire-FirstCall/ -- M&F Worldwide Corp. (NYSE: MFW) today announced that it has delivered to Mafco Holdings, Inc. all of the shares of Panavision common and preferred stock and Panavision senior subordinated debt held by M&F Worldwide in exchange for $90.1 million in cash and M&F Worldwide common and preferred stock. The exchange was pursuant to an agreement previously approved by the Delaware Chancery Court settling litigation regarding M&F Worldwide's purchase from Mafco Holdings Inc. of an 83% stake in Panavision Inc. (OTC Bulletin Board: PVIS.OB). M&F Worldwide is a holding company that through its wholly owned subsidiary Mafco Worldwide Corporation produces licorice extracts and other botanical products. Panavision Inc. is a leading designer and manufacturer of high-precision camera systems, comprising film and digital cameras lenses and accessories for the motion picture and television industries. Panavision systems are rented through its domestic and international owned and operated facilities and agent network. Mafco Holdings Inc. is a diversified private holdings company with interests in consumer products, financial services and entertainment. Contact: Tony Shaffer Robinson Lerer & Montgomery (212) 484-7469 -----END PRIVACY-ENHANCED MESSAGE-----