Cineplex Odeon Corp/CAN – ‘8-K’ for 9/30/97

As of:  Friday, 10/17/97   ·   For:  9/30/97   ·   Accession #:  811925-97-11   ·   File #:  1-09454

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4±    17K 
 2: EX-1        Master Agreement                                      89±   448K 
 3: EX-2        Plan of Arrangement                                    7±    28K 
 4: EX-3        Stockholders Agreement                                70±   306K 
 5: EX-4        Subscription Agreement                                18±    83K 
 6: EX-5        Press Release                                          3±    12K 

8-K   —   Current Report
Document Table of Contents

FORM 8 - K                                                                      

SECURITIES AND EXCHANGE COMMISSION                                              
WASHINGTON, D.C. 20549                                                          

CURRENT REPORT                                                                  

Pursuant to Section 13 or 15(d) of the                                          
Securities Exchange Act of 1934                                                 

Date of Report (Date of earliest event reported) September 30, 1997             

Commission file number: 1-9454                                                  

CINEPLEX ODEON CORPORATION                                                      
(Exact name of Registrant as specified in its charter)                          

Ontario, Canada                                         Non-Resident Alien      
(State or other jurisdiction                    (I.R.S. Employer                
of incorporation or organization)                Identification No.)          

1303 Yonge Street, Toronto, Ontario       M4T 2Y9                               
(Address of principal executive offices)        (Postal Code)                   

416-323-6600                                                    
(Registrant's telephone number                                  
including area code)                                            

Item 5.  Other Events                                                           

Cineplex Odeon Corporation, a corporation formed under the laws of the          
province of Ontario (the Corporation), Sony Pictures Entertainment Inc.         
(Sony Pictures) and LTM Holdings, Inc. (LTM) have entered into an               
agreement which provides for the combination of the businesses of the           
Corporation and LTM. LTM is a private Delaware corporation wholly-owned         
by Sony Pictures. The transaction will involve combining the Corporation        
with the Loews Theatres Exhibition Group, which consists of Sony/Loews          
Theatres and its joint ventures with Star Theatres and Magic Johnson            
Theatres. It is proposed that the combined company will be named Loews          
Cineplex Entertainment Corporation (LCE). LCE will have over 2,600              
screens in approximately 460 locations in North America.                        

Pursuant to a series of related transactions to be effected pursuant to         
a Plan of Arrangement under the Business Corporations Act (Ontario), the        
Corporation's shares will be exchanged for shares of LCE with the result        
that the Corporation will become a wholly-owned subsidiary of LCE. Upon         
closing of the transaction, Sony Pictures will own approximately 51.1%          
of LCE's shares (representing 49.9% of LCE's voting shares); Universal          
Studios, Inc. (Universal) will own approximately 26% of LCE's shares            
(subsequent to a cash subscription of approximately $84.5 million for           
shares of LTM); the Charles Rosner Bronfman Family Trust and certain            
related parties (the Bronfman Trust) will own approximately 9.6% of             
LCE's shares; and the shareholders of the Corporation, other than               
Universal and the Bronfman Trust, will own approximately 13.3% of LCE's         
shares. It is estimated that, upon closing, the total number of                 
outstanding shares of LCE will be 452 million. It is intended that the          
LCE shares will be listed on the New York Stock Exchange and The Toronto        
Stock Exchange.                                                                 

On a combined pro forma basis for the 12 months ended August 31, 1997,          
LCE would have generated approximately $700 million in box office               
revenues and approximately $140 million in earnings before interest,            
taxes, depreciation and amortization. It is anticipated that, as at the         
closing of this transaction, LCE's total debt will be approximately $700        
million.                                                                        

The merger of the two circuits will give LCE an important presence in 22        
states, including in major cities such as New York, Los Angeles,                
Chicago, Boston, Seattle, Washington, D.C. and Houston, as well as a            
leading position in Canada, including in major cities such as Toronto,          
Montreal and Vancouver, as one of the two major exhibitors in that              
country.                                                                        

Morgan Stanley & Co. is advising the independent committee of the               
Corporation with respect to this transaction and has provided such              
committee with a fairness opinion in that regard.                               

Lawrence J. Ruisi, currently President of Sony Retail Entertainment,            
will serve as President and Chief Executive Officer of LCE. Allen Karp,         
currently President and Chief Executive Officer of the Corporation, will        
serve as Chairman and Chief Executive Officer of Cineplex Odeon Canada,         
which will be the Canadian operating subsidiary of LCE. LCE's corporate         
headquarters will be in New York, with the United States operational            
headquarters in New York and the Canadian operational headquarters in           
Toronto.                                                                        

The merger is subject to approval by the shareholders of the Corporation        
and regulatory approval in both Canada and the United States. It is             
anticipated that closing of this transaction will take place in                 
approximately six months.                                                       

Item 7.  Financial Statements and Exhibits                                      

(c) Exhibits                                                                    

(1) Master Agreement among Sony Pictures Entertainment Inc., LTM                
Holdings, Inc. and Cineplex Odeon Corporation dated as of                       
September 30, 1997.                                                             

(2) Form of Plan of Arrangement of Cineplex Odeon Corporation                   
under Section 182 of the Business Corporations Act (Ontario).                   

(3) Stockholders Agreement among LTM Holdings, Inc., Sony Pictures              
Entertainment Inc., Universal Studios, Inc., Charles Rosner                     
Bronfman Family Trust and certain other parties dated as of                     
September 30, 1997.                                                             

(4) Subscription Agreement by and between LTM Holdings, Inc. and                
Universal Studios, Inc. dated as of September 30, 1997.                         

(5) Press Release of Cineplex Odeon Corporation and Sony                        
Corporation of America dated September 30, 1997.                                

SIGNATURE                                                                       

Pursuant to the requirements of the Securities Exchange Act of 1934, the        
Registrant has duly caused this report to be signed on its behalf by the        
undersigned thereunto duly authorized.                                          

Cineplex Odeon                                                                  
Corporation                                                                     

October 16, 1997                                                
Dated:  _________________       By: /s/s Stephen Brown                          
                                               Name: Stephen Brown
                                  Title: Senior Vice
                                                             President and Chief
                                                 Financial Officer

EXHIBIT INDEX                                                                   

Exhibit No.     Description             Page No                                 

1               Master Agreement                                                
among Sony Pictures                             
Entertainment Inc.,                             
LTM Holdings, Inc.                              
and Cineplex Odeon                              
Corporation dated as                            
of September 30,                                
1997.                                           

2               Form of Plan of                                                 
Arrangement of                                  
Cineplex Odeon                                  
Corporation under                               
Section 182 of the                              
Business Corporations                           
Act (Ontario).                                  

3               Stockholders                                                    
Agreement among LTM                             
Holdings, Inc., Sony                            
Pictures                                        
Entertainment Inc.,                             
Universal Studios,                              
Inc., Charles Rosner                            
Bronfman Family Trust                           
and certain other                               
parties dated as of                             
September 30, 1997.                             

4               Subscription                                                    
Agreement by and                                
between LTM Holdings,                           
Inc. and Universal                              
Studios, Inc. dated                             
as of September 30,                             
1997.                                           

5               Press Release of                                                
Cineplex Odeon                                  
Corporation and Sony                            
Corporation of                                  
America dated                                   
September 30, 1997.                             

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing		Date		Other Filings
Filed on:		10/17/97
		10/16/97
For Period End:		9/30/97		10-Q
		8/31/97
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