Wedding bells may yet cap the somewhat rocky courtship of LIVE Entertainment Inc. and Carolco Pictures Inc.
LIVE said last week that in connection with its restructuring its management team had "engaged in preliminary financial analysis of a possible business combination with Carolco."
Carolco, however, remains demure. David Reno, a spokesman there, declined to comment.
Rodney W. Trovinger, LIVE's chief financial officer, called developments "very preliminary." He would only confirm that the companies were considering a possible combination.
He did, however, note "synergies" between the two companies. Mr. Trovinger declined to describe the potential combination as a merger at this stage.
The two companies, however, already have a lot in common.
Carolco, which owns a 49.9% of LIVE's common stock, had hired investment advisers to help locate additional capital sources and make recommendations concerning possible transactions, according to release issued by Los Angeles-based LIVE late Thursday.
Those advisers are also advising LIVE on its own restructuring. LIVE says it knows that Carolco and the advisers are mulling the viability of combining the two companies if Carolco can get the necessary financing.
"Management of LIVE believes it may be in the best interest of LIVE and its stockholders to reinitiate business combination discussions with Carolco that were terminated in December 1991," the release says.
While Carolco has not made public specific reasons for the breakup, Mr. Trovinger cited some open "issues."
"The advisers of Carolco could not give a fairness opinion as to the restructuring, so we withdrew our offer," he said.
The "fairness opinion" relates to how such a merger would affect both companies' bond- and stockholders. The companies did not share the same advisory team at the time, he said.
Mr. Trovinger, who was not LIVE's chief financial officer in December, said his company is now stronger that it was then.
LIVE believes any business combination talks with Carolco would hinge on LIVE's ability to successfully restructure and Carolco's ability to solve its financial problems.
Also Thursday, LIVE said that in accordance with is agreement with the unofficial committee representing some holders of its 14 1/2% senior subordinated notes due to 1999 and its Series A cumulative convertible preferred stock, it had filed preliminary proxy materials with the Securities and Exchange Commission to begin an exchange offer and consent solicitation to restructure those securities.
While the unofficial committee supports the offer, LIVE may do a prepackaged bankruptcy if a certain number of bondholders and preferred stockholders fail to accept the exchange offer, Mr. Trovinger said.
"We really feel that there is going to be a good response," he said, referring to those holders.
In yet another development, LIVE said Pioneer LDCA Inc., one of the strategic investors in Carolco, has contributed $15 million to a limited partnership formed with a LIVE Home Video subsidiary.
Upon the restructuring's completion, Pioneer has said it will exchange its stake in the partnership for $15 million in liquidation value of new LIVE series C preferred stock.
That stock will have a 5% cash dividend and will immediately be convertible into LIVE common at 140% of the average closing price of LIVE's common stock prior to the restructuring's completion. The Series C preferred will have voting rights equivalent to the number of common shares into which it can be converted.
In other news, Coltec Industries Inc. filed an SEC registration statement to offer $150 million of senior notes due 1999. Morgan Stanley & Co. will serve as underwriter, according to a Coltec release.
The company will use proceeds along with available cash to redeem all of Coltec's outstanding 10 1/8% notes due 1995, the release says.
In secondary trading Friday, high-yield bond prices lost 1/4 t 1/2 point following nervousness over the equity market.
As for high-grade prices, "Spreads widened everywhere, mainly in finance names," one trader said. Much of that is because people are "long a lot of paper."
GMAC paper widened significantly after Moody's listed it for a possible downgrade, he said. Overall, high-grades showed slight improvement but failed to equal Treasury market gains.
New Issues
Lomas Mortgage USA Inc. late Thursday issued a two-part note offering totaling $340 million. The first tranche consisted of $150 million of 9.75% noncallable notes due 1997 at par. The second piece consisted of $190 million of 10.25% notes due 2002 at par.
The notes are callable at a premium after five years, moving to par in the seventh year. Goldman, Sachs & Co. lead managed the offering. Moody's Investors Service rates the offering Bal, while Standard & Poor's Corp. rates it BB.
Federal Home Loan Mortgage Corp. issued $10 million of 6.5% debentures due 2002 at par. The noncallable debentures were priced to yield 15 basis points over comparable Treasuries. Lehman Brothers sole managed the offering.
Friday's Ratings
Moody's is reviewing the ratings of General Motors Corp. and all its rated subsidiaries for a possible downgrade.
The review affects about $70 billion of securities, the agency said.
"The review will focus on GM's ability to turn around its U.S. automotive operations and rebuild financial flexibility given the mild recovery in auto demand, GM's relative weakness in certain product categories, and potential impediments to the timely implementation of cost reduction programs in the company's North American operations," a Moody's release says.
Ratings under review are:
* General Motors: A2 senior notes, medium-term notes, debentures, Industrial Development Revenue Bonds, and Pollution Control Revenue Bonds; VMIG-1 rated IDRBs and PCRBs; a2 preferred stock; a3 rated stock and PERCs; and (P)A2 shelf registration for senior debt.
* GM Hughes Electronics Corp.; Prime 1 commercial paper rating.
* EDS: Prime-1 commercial paper rating.
* VauxHall Motors Finance Plc.: A2 senior notes guaranteed by GM.
* General Motors Acceptance Corp.: A2 senior notes, medium-term notes, and debentures; Prime-1 commercial paper and (P)A2 rated shelf registration for senior debt.
* GMAC International Finance B.V.: A2 medium-term notes guaranteed by GMAC.
* General Motor Acceptance Corp. Australia: Prime-1 rating for commercial paper guaranteed by GMAC.
* GMAC Australia (Finance) Ltd.: A2 senior debentures and medium-term notes and Prime-1 rating for commercial paper, guaranteed by GMAC.
* General Motors Acceptance Corp. (UK) Finance Plc.: A2 senior notes, guaranteed by GMAC.
* General Motors Acceptance Corp. Nederland NV: Prime-1 rating for commercial paper, guaranteed by GMAC.
* General Motors Acceptance Corp. of Canada Ltd.: A2 senior notes and debentures, guaranteed by GMAC.
* GMAC Overseas Finance Corp. N.V.: A2 rated senior notes, guaranteed by GMAC.
* General Motors Acceptance Corp. Continental: A2 rated notes and debentures, guaranteed by GMAC.
* General Motors Corp. 1991-A Pass Through Trusts: A2 rated pass-through certificates created as part of a sale and leaseback deal involving GM as lessee.
* GM Hughes Equipment Trusts 1991 A and B: A2 equipment trusts created as part of sale/leaseback with GMHE as co-lessee.
