3 1 0001.txt INITIAL STATEMENT OF BENEFICIAL OWNERSHIP U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 3 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 1. Name and Address of Reporting Person* Sony Corporation (Last) (First) (Middle) 6-7-35 Kitashinagawa, Shinagawa-ku (Street) Tokyo 141-0001 Japan (City) (State) (Zip) 2. Date of Event Requiring Statement (Month/Day/Year) July 26, 2000 3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary) 4. Issuer Name and Ticker or Trading Symbol Panavision Inc. (PVI) 5. Relationship of Reporting Person to Issuer (Check all applicable) / / Director /X/ 10% Owner / / Officer (give title below) / / Other (specify below) 6. If Amendment, Date of Original (Month/Day/Year) 7. Individual or Joint/Group Reporting (Check applicable line) / / Form filed by One Reporting Person /X/ Form filed by More than One Reporting Person * If the Form is filed by more than one Reporting Person, see instruction 5(b)(v).
Table I -- Non-Derivative Securities Beneficially Owned 2. Amount 3. Ownership of Secu- Form: rities Direct 4. Nature of Bene- (D) or Indirect ficially Indirect Beneficial Owned (I) Ownership 1. Title of Security (Instr. 4) (Instr. 5) (Instr. 5) -------------------------------- ------------- ------------- ---------------- Common Stock 714,300 I *
Table II--Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 2. Date Exercisable and Expiration Date 3. Title and Amount of Securities Underlying Derivative (Month/Day/Year) Security (Instr. 4) ---------------------- ----------------------------------------------------------- Date Amount or 1. Title of Derivative Exercis- Expiration Title Number of Security (Instr. 4) able Date Shares ---------------------------------------------- ---------- ---------- ---------------------------------------------- ----------- Warrant for the Purchase of Shares July 26, July 25, Common Stock 714,300 of Common Stock 2000 2010 5. Ownership Form of Derivative 4. Conver- Security: sion or Direct 6. Nature of Exercise (D) or Indirect Price of Indirect Beneficial 1. Title of Derivative Derivative (I) Ownership Security (Instr. 4) Security (Instr. 5) (Instr. 5) ---------------------------------------------- ------------- ------------- -------------- Warrant for the Purchase of Shares $17.50++ I *** of Common Stock
Explanation of Responses: + Such shares are owned by Sony Electronics Inc., a corporation indirectly wholly-owned by the reporting person. ++ Provided, however, that, in the event that Panavision Inc.'s EBITDA for the twelve months ended December 31, 2000 is less than sixty-nine million dollars ($69,000,000), then the Exercise Price as of the time of the filing of Panavision Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2000 with the Securities and Exchange Commission shall equal the Exercise Price that would have been in effect at such time of filing had the Exercise Price as of the date of the issuance of the warrant been $15.50. +++ Such warrant is owned by Sony Electronics Inc., a corporation indirectly wholly-owned by the reporting person. Note: See attached Schedule I - Joint Filer Information Name and Address of Reporting Person: Sony Corporation 6-7-35 Kitashingawa Shinagawa-ku, Tokyo 141-0001 Japan Page 2 of 4 pages Additional Reporting Person: Sony Electronics Inc. 1 Sony Drive Park Ridge, New Jersey 07656 Relationship to Issuer: 10% Owner
Sony Corporation Name: Tamotsu Iba Title: Vice Chairman By: /s/ Tamotsu Iba 8/4/2000 ------------------------------------------------ ---------------------- **Signature of Reporting Person Date Sony Electronics Inc. Name: Frank M. Lesher Title: Executive Vice President, General Counsel and Secretary By: /s/ Frank M. Lesher 8/4/2000 ------------------------------------------------ ---------------------- **Signature of Reporting Person Date
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. Page 3 of 4 pages Schedule I Joint Filer Information Name: Sony Electronics Inc. Address: 1 Sony Drive Park Ridge, New Jersey 07656 Designated Filer: Sony Corporation Issuer & Ticker Symbol: Panavision Inc. (PVI) Date of Event Requiring Statement: July 26, 2000 Signature: Sony Electronics Inc. /s/ Frank M. Lesher ----------------------------------- Name: Frank M. Lesher Title: Executive Vice President, General Counsel and Secretary Page 4 of 4 pages