Big-budget film producer Andy Vajna is trying to raise about $35 million by selling 3 million shares of stock to the public.
That may seem like a lot of money, but consider this: it isn't close to the average budget for each of his upcoming films.
According to documents filed with the Securities and Exchange Commission, Vajna's Cinergi Pictures Entertainment will price the stock at $12 to $14 a share in the initial public offering, which is being underwritten by the Seidler Cos, Daniels & Co. and NatWest Securities.
The net proceeds will range from $35.3 million to as much as $38 million, the latter number if underwriters exercise an option to buy more shares, the documents say.
As part of the deal, Cinergi will receive an additional $5 million from Walt Disney's Buena Vista Pictures Distribution--its domestic distributor. The documents say Disney will receive 384,615 shares assuming that the stock sells at $13.
Cinergi plans to use the proceeds for three purposes: to help finance production, to retain writers and directors and to pay off two production loans totaling $5.6 million made by Disney to help Cinergi finance its 1992 film "Medicine Man" and the upcoming "Renaissance Man."
Vajna currently owns 87% of the company, with another 12.8% owned by Valdina Corp., a Netherlands Antilles company he half owns with a family trust.
Another 5% is held by Ziffren, Brittenham & Branca--the top-tier Hollywood law firm that is often involved in major entertainment deals on behalf of its clients. After the offering, the firm's share is projected to fall to 3.4%
Vajna will own about 60% after the offering, meaning he retains control.
He will be paid a fixed salary of $1 million a year, according to the documents, which say he also receives $125,000 when principal photography starts on a film. In addition, Vajna receives 3% of gross receipts after the break even point.
Cinergi also leases its headquarters space in Santa Monica from Vajna for $38,500 a month. Since 1991, Cinergi has agreed to pay $5 million in fees owed to a Vajna company for "air charter services," $1.6 million of which is still owed.
Vajna, a co-founder of Carolco Pictures, has produced some of Hollywood's bigger budget films, including the second "Rambo" with Sylvester Stallone, "Total Recall" with Arnold Schwarzenegger and the upcoming "Die Hard 3" with Bruce Willis.
The document says Vajna is critical to Cinergi--so much so that the company has taken out a $10-million life insurance policy on him to protect itself.
The documents also indicate that the company will remain in the big-budget business. It says that Cinergi estimates that the average negative cost of each of the next three films it produces will be $57 million, almost twice the $29.9 million industry average. The company hopes to produce from two to four "event" films a year, according to the filing.
Cinergi's two films for 1994 are director Penny Marshall's "Renaissance Man" and "Color of Night" with Willis. For release in 1995, Vajna is producing "Die Hard 3," "Judge Dredd" with Stallone and "The Scarlet Letter" with Demi Moore.
The document also spells out Cinergi's record, showing that the company posted losses of about $27 million from late 1989 through 1993, which it attributed to costs to establish a film production company and develop an initial slate of films. But the company was in the black in the first quarter of this year with a $2.3 million profit, when revenue from "Tombstone" was flowing into the company.
The document says Cinergi is negotiating a $125-million revolving line of credit through Chemical Bank. It expects Chemical to provide up to $25 million of the credit and and assist in organizing a syndicate of lenders.