-----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, BDVQ+aS7coZXmn6A4wOKK2BATJBITe/pvB6OAlRyy45kiEPkg0lBuDS9JkbFLPAT D8Nc+pempJxZFtI9FPzPPQ== 0000950172-04-001251.txt : 20040518 0000950172-04-001251.hdr.sgml : 20040518 20040518155843 ACCESSION NUMBER: 0000950172-04-001251 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040518 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: 1934 Act SEC FILE NUMBER: 005-50029 FILM NUMBER: 04816265 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 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 s5536668.txt AMENDMENT NO. 3 UNITED STATES 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 Shares, par value $.01 per share -------------------------------------------- (Title of class of securities) 69830E209 ------------- (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) May 13, 2004 ------------------------ (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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 69830E209 Page 2 of 6 Pages - ------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Mafco Holdings Inc. - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. SOURCE OF FUNDS - ------------------------------------------------------------------------------- 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 - ------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES --------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 7,520,225 EACH --------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH --------------------------------------------------- 10. SHARED DISPOSITIVE POWER 7,520,225 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,520,225 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 83.8% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 69830E209 Page 3 of 6 Pages - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) PX Holding Corporation - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES --------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 7,320,225 EACH --------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH --------------------------------------------------- 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 December 9, 2002 (the "Schedule 13D"), as amended by Amendment No. 1 to the Schedule 13D, dated April 1, 2003, and Amendment No. 2 to the Schedule 13D, dated January 21, 2004, filed by Mafco Holdings Inc., a Delaware corporation ("Mafco"), and PX Holding Corporation, a Delaware corporation ("PX Holding") and a wholly owned subsidiary of Mafco, with respect to the common stock, par value $.01 per share (the "Common Stock"), of Panavision Inc., a Delaware corporation (the "Company"). Unless otherwise defined, 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 May 13, 2004, MacAndrews & Forbes Holdings Inc., a Delaware corporation ("Holdings") and a wholly owned subsidiary of Mafco, proposed a transaction to the Board of Directors of the Company pursuant to which PX Holding would exchange (i) all 215,274 shares of Series D Preferred Stock held by PX Holding, together with accrued and unpaid dividends thereon, and (ii) all 1,381,690 shares of Series E Preferred Stock held by PX Holding for shares of Common Stock issued by the Company. Holdings proposed that, (i) with respect to the Series D Preferred Stock, each $1,000 of outstanding liquidation preference (and any accrued and unpaid dividends thereon) be exchanged for such number of shares of Common Stock so as to value the Common Stock in the transaction at $7.00 per share, and (ii) each share of Series E Preferred Stock be exchanged for one share of Common Stock. Upon completion of the proposed transactions, the Reporting Persons would beneficially own approximately 97% of the outstanding Common Stock. A copy of the proposal letter is attached hereto as Exhibit 1-6. The description of the proposal is qualified in its entirety by reference to the proposal letter. 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 other capital stock of the Company, or to formulate other purposes, plans or proposals regarding the Company or the Common Stock or other capital stock of the Company held by the Reporting Persons to the extent deemed advisable in light of general investment policies, market conditions and other factors. Item 7. Material to be Filed as Exhibits. -------------------------------- Exhibit 1-6 Proposal letter, dated as of May 13, 2004, from MacAndrews & Forbes Holdings Inc. to the Board of Directors of Panavision Inc. 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: May 18, 2004 Mafco Holdings Inc. PX Holding Corporation By: /s/ Barry F. Schwartz ----------------------------------------- Name: Barry F. Schwartz Title: Executive Vice President and General Counsel EXHIBIT INDEX Exhibit ------- Exhibit 1-6 Proposal letter, dated as of May 13, 2004, from MacAndrews & Forbes Holdings Inc. to the Board of Directors of Panavision Inc. EX-99 2 boardlet.txt EX 1-6 - LETTER TO BOARD OF DIRECTORS EXHIBIT 1-6 MacAndrews & Forbes Holdings Inc. 35 East 62nd Street New York, New York 10021 May 13, 2004 Board of Directors Panavision Inc. Gentlemen: I am pleased to propose for your consideration a transaction pursuant to which our subsidiary, PX Holding Corporation ("PX"), or an affiliate thereof, would exchange 215,274 shares of Series D Cumulative Pay-In-Kind Preferred Stock, par value $.01 per share (the "Series D Preferred Stock"), of Panavision Inc. (the "Company"), together with accrued and unpaid dividends thereon, and 1,381,690 shares of Series E Non-Cumulative Perpetual Participating Preferred Stock, par value $.01 per share (the "Series E Preferred Stock"), of the Company, for shares of Common Stock, par value $.01 per share, of the Company (the "Common Stock"). We propose that, (i) with respect to the Series D Preferred Stock, each $1,000 of outstanding liquidation preference (and any accrued and unpaid dividends thereon) be exchanged for such number of shares of Common Stock so as to value the Common Stock in the transaction at $7.00 per share, and (ii) each share of Series E Preferred Stock be exchanged for one share of Common Stock. Upon completion of the transaction, PX would hold approximately 97% of the Common Stock. This proposal is, of course, conditioned upon the execution of a definitive agreement which would contain appropriate terms and conditions, including obtaining certain approvals from the Company's lenders under the Company's Amended and Restated Credit Agreement and, if necessary, obtaining stockholder approval to increase the number of authorized shares of Common Stock. We are mindful that, in light of Ronald O. Perelman's beneficial ownership of approximately 86% of the outstanding voting shares of the Company, the Board would want a committee of independent directors (the "Special Committee") to consider our proposal. We also recognize that the Special Committee may wish to retain outside legal and financial advisors in connection with the proposed exchange and, in addition, may determine to seek a fairness opinion. Should the Special Committee wish to retain such advisors, we would encourage that they be engaged promptly. We hope the Special Committee will conclude that the proposed exchange represents a unique opportunity for the Company to rationalize its capital structure and eliminate its obligation to pay or accrue dividends on the Series D Preferred Stock at a rate currently in excess of $5 million per quarter, which should facilitate the Company's access to the public equity markets in the future. We and our advisers are prepared to provide any further details and render whatever assistance the Board of Directors or the Special Committee may require. We very much appreciate your willingness to consider the proposed exchange and I look forward to discussing this proposal with the Board of Directors at its next scheduled meeting on May 18, 2004. Very truly yours, MACANDREWS & FORBES HOLDINGS INC. By: /s/ Howard Gittis --------------------------------- Howard Gittis Vice Chairman -----END PRIVACY-ENHANCED MESSAGE-----