PANAVISION INC 4
4 · PANAVISION INC · Filed Apr 3, 2006
Insider Transaction Report
Form 4
PANAVISION INCPVIS.OB
PERELMAN RONALD O
Director10% Owner
Transactions
- Award
Series F Preferred Stock
2006-03-30+49,792→ 49,792 total(indirect: Owned through wholly owned corporation)
Footnotes (2)
- [F1]Series F Cumulative Pay-In-Kind Mandatorily Redeemable Preferred Stock, par value $0.01 per share. The Series F Preferred Stock is non-voting, has a liquidation preference of $1,000 per share ("Liquidation Preference") plus accrued and unpaid dividends and entitles holders to cumulative dividends at a rate of 12% of Liquidation Preference per annum, compounded quarterly, payable in additional shares of Series F Preferred Stock on each March 30. The Series F Preferred Stock is mandatorily redeemable by Panavision on March 30, 2016 for cash at a price per share equal to the Liquidation Preference plus any accrued and unpaid dividends. Additionally, the Series F Preferred Stock is subject to redemption in certain circumstances upon a change of control.
- [F2]Pursuant to a Letter Agreement, dated March 30, 2006 ("Letter Agreement"), between Panavision Inc. and PX Holding Corporation, Panavision (i) paid to PX Holding an aggregate of $16,022,608 in cash and (ii) issued to PX Holding 49,792 shares of Series F Preferred Stock, collectively in exchange for the retirement of all amounts due and owing (as of March 30, 2006, being $65,814,608 (which amount includes $64,792,000 of principal and $1,022,608 of accrued and unpaid interest)) by Panavision to PX Holding under, and the termination of, the Senior Subordinated Term Loan Agreement, dated as of December 1, 2005, between Panavision and PX Holding.