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CREDIT LYONNAIS EXPANDS BOARD OF DIRECTORS OF PATHE COMMUNICATIONS; NEW LAWSUIT FILED TO PREVENT PARRETTI'S FRAUDULENT TRANSFER OF PCC STOCK

CREDIT LYONNAIS EXPANDS BOARD OF DIRECTORS OF PATHE COMMUNICATIONS; NEW LAWSUIT FILED TO PREVENT PARRETTI'S FRAUDULENT TRANSFER OF PCC STOCK
 NEW YORK, Jan. 21 /PRNewswire/ -- Credit Lyonnais Bank Nederland, N.V. announced today that it had taken action to expand the Board of Directors of Pathe Communications Corporation to remove control of the company from Giancarlo Parretti and his associates.
 Under pledge agreements and a voting trust agreement with PCC's majority shareholder Melia International N.V., CLBN had the power to vote all of the PCC common stock owned by Melia. CLBN used its voting power to expand PCC's Board of Directors to 22 members and to appoint its own designees to fill a majority of the seats. Melia, a Dutch company which ousted Parretti from its own board in November, has advised CLBN that it fully supports the bank's actions.
 As a result of CLBN's actions, Parretti and eight of his designees would remain on the board as minority diretors until the Delaware Chancery Court rules in CLBN's previously filed action to confirm that the Parretti directors had been properly removed for cause in July of 1991. At the time that action was filed, the court entered a status quo order which permitted the Parretti directors to remain in control of PCC until a trial was held. CLBN today filed a motion to amend that order to permit the newly constituted Board, controlled by the Bank, to manage PCC's affairs until a trial is held.
 A spokesman for CLBN said, "In light of the recent decision in Delaware finding that Parretti materially breached his agreements with the Bank, there are no longer any grounds for Parretti to remain in control of PCC even for the brief period until the Delaware Court rules on the validity of our removal of the incumbent Parretti directors last July."
 In a related step, CLBN today filed a new lawsuit in Delaware Chancery Court against one of Parretti's holding companies, GENAF, and others, to void the attempted transfer of 22 million shares of PCC common stock. These shares had been pledged to CLBN and the transfer of the shares to GENAF was prohibited by the terms of several pledge agreements as well as the status quo order entered into the pending removal action.
 "Parretti's attempt to transfer PCC's stock to GENAF is a fraud on his creditors. We are confident that the court will nullify the transaction," a bank spokesman said.
 On Dec. 30, 1991, Chancellor William T. Allen of the Delaware Chancery Court upheld the actions taken by CLBN to restore sound management and financial control at MGM, rejected all of Parretti's counterclaims which alleged improper actions by the bank in its dealings with him, and found that in numerous instances Parretti's testimony during the trial was not truthful.
 -0- 1/21/92
 /CONTACT: Fredric Spar or Mary T. Conway of Kekst and Company, 212-593-2655, for Credit Lyonnais/
 (PCC) CO: Credit Lyonnaise Bank Nederland, N.V.; Pathe Communications
 Corporation ST: IN: FIN ENT SU:


KD -- NY130 -- 2118 01/21/92 17:29 EST
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Publication:PR Newswire
Date:Jan 21, 1992
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