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REPUBLIC PICTURES ANNOUNCES MERGER PROPOSAL FOR ORION PICTURES (repeating from earlier)

 REPUBLIC PICTURES ANNOUNCES MERGER PROPOSAL FOR ORION PICTURES
 (repeating from earlier)
 LOS ANGELES, May 7 /PRNewswire/ -- Republic Pictures Corporation (NASDAQ: RPICA) today has delivered a proposal to Orion Pictures Corporation (NYSE: OPC) pursuant to which Republic would fund a plan of reorganization resulting in the merger of Orion with Republic, it was announced today by Republic Pictures Chairman Russell Goldsmith.
 Under Republic's proposal, Orion's creditors would receive consideration comprising the following:
 1. Orion's on-and-off-balance sheet receivables plus cash, as of Nov. 30, 1991, recorded as approximately $400 million (less servicing costs, a limited amount of working capital for the combined entity and post-petition fees and expenses);
 2. a senior secured interest-bearing note of $150 million issued by the merged company; and
 3. 10 percent of the common stock of the combined entity.
 Republic's proposal is subject to the satisfaction of a number of conditions, including, among others, execution of a definitive agreement, approval of the plan by the Bankruptcy Court, and other conditions customary for a transaction of this kind.
 Goldsmith said, "We believe this transaction is in the best interests of all of Orion's constituencies because it delivers significant value to Orion's creditors. Republic's largely debt-free assets would improve the credit profile of the new entity. Rather than see Orion go to liquidation, we propose to perpetuate Orion's tradition of creative excellence and freedom, and marry that tradition with Republic's proven management, distribution and production capabilities."
 Goldsmith added, "Orion provides Republic the unique opportunity to create one of the world's greatest filmed entertainment libraries. The combination of Republic and Orion would create a company with a library of films and television series spanning from 1935 to the present. It is a library that would combine Republic's classic titles such as 'High Noon,' 'Sands of Iwo Jima,' 'The Quiet Man,' and 'The Bells of St. Mary's' with Orion's recent Academy Award-wining films 'Silence of the Lambs,' 'Dances with Wolves' and 'Platoon.'"
 Goldsmith concluded, "Republic's worldwide distribution system would effectively and efficiently maximize values from the increased product flow that would result from this transaction. We are confident that our innovative marketing strategies, which over the years have significantly realized and increased the value of the Republic library, would have similar results with the Orion library."
 Republic Pictures Corporation is a leading independent producer and worldwide distributor of filmed entertainment, Feature films and television films and series distributed by the company include the vast Republic library, which consists of over 1,400 features as well as thousands of hours of off-network television programs.
 Republic Pictures Corporation's worldwide distribution system, covering international theatrical, video and television and U.S. television and home video, is responsible for marketing and distributing the company's extensive library plus newly acquired and produced product.
 Among the films currently being licensed by Republic Pictures International are the soon-to-be-released "The Plague" (William Hurt, Robert Duvall and Raul Julia), "Dark Horse" (Ed Begley Jr., Mimi Rogers, Samantha Eggar) and the company's production oF "Ropes of Sand" (Scott Glenn).
 Republic Pictures Home Video, which ranks among the ten largest U.S. home video distribution companies, has established long-term exclusive agreements with such suppliers as The Hallmark Hall of Fame and Viacom Pictures' Showtime Premiere productions. For select new theatrical titles scheduled for home video release by the company, Republic supervises the marketing and U.S. theatrical release, through U.S., distribution companies, such as last year's "Cadence" (Charlie Sheen, Martin Sheen, Larry Fishburne), through New Line Cinema, and the forthcoming "Knight Moves" (Christopher Lambert, Diane Lane, Tom Skerritt).
 The Republic television (production team is currently in post- production on two television movies, "Child of Rage" (Mel Harris) for CBS and "Somebody's Daughter" (Nicollette Sheridan) for ABC, and a half hour comedy pilot, "Country Comfort" (Larry Miller) for NBC. Republic will begin production on two additional movies for television this spring. In 1991 Republic's television films and miniseries were honored with six Emmy's and 15 Emmy nominations, plus two Golden Globes, two Christopher Awards, including the winners of both the Emmy and the Golden Globe awards for Best Movie/Miniseries of 1991, "Separate But Equal" and The Hallmark Hall of Fame Presentation "One Against The Wind."
 -0- 5/7/92
 /CONTACT: Rachel McCallister of Rachel McCallister & Associates, 213-939-5991, or Steve Stern of Stern and Company, 310-471-5123, for Republic Pictures/
 (RPICA OPC) CO: Republic Pictures Corporation; Orion Pictures Corporation ST: California, New York IN: ENT SU:


SH-TS -- NY014 -- 7551 05/07/92 11:01 EDT
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Date:May 7, 1992
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