Cineplex Odeon Corp/CAN – ‘8-K’ for 9/30/97 – EX-2

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 

EX-2   —   Plan of Arrangement

DRAFT : September 30, 1997                                                      
Providing for a 1 :1 exchange                                                   

EXHIBIT B                                                                       

Form of                                                                         

Plan of Arrangement of Cineplex Odeon Corporation Under Section 182             
of the Business Corporations Act (Ontario)                                      

ARTICLE 1 - INTERPRETATION                                                      

1.1     Definitions                                                             

     In this Plan of Arrangement, unless there is something in the subject
matter or context inconsistent therewith, the following terms shall have the    
following meanings respectively:                                                

(a) "Arrangement" means the arrangement under the OBCA involving                
Cineplex, its shareholders and LTM on the terms and conditions set              
forth in this Plan of Arrangement;                                              

(b) "Cineplex" means Cineplex Odeon Corporation, a corporation existing         
under the OBCA;                                                                 

(c) "Cineplex Common Shares" means the common shares in the capital of          
Cineplex;                                                                       

(d) "Cineplex Share Exchange Ratio" means one LTM Common Share for each         
Cineplex Share;                                                                 

(e) "Cineplex Common Shareholders" means the registered holders of              
Cineplex Common Shares;                                                         

(f) "Cineplex Shareholders" means the registered holders of either              
Cineplex Common Shares or  Cineplex SRV Shares, as applicable;                  

(g) "Cineplex Shares" means the Cineplex Common Shares and the Cineplex         
SRV Shares;                                                                     

(h) "Cineplex Stock Option Plan" means the stock option plan of                 
Cineplex as amended effective June 6, 1996;                                     

(i) "Code" means the  United States Internal Revenue Code of 1986, as           
amended;                                                                        

(j) "Court" means the Ontario Court (General Division);                         

(k) "Depositary" means at its principal offices in Toronto, Ontario;            

(l) "Dissenting Shareholders" means Cineplex Common Shareholders who            
validly exercise rights of dissent pursuant to Section 3.1 hereof               
and are ultimately entitled to be paid fair value for their                     
Cineplex Common Shares;                                                         

(m) "Effective Date" means the date shown on the certificate of                 
arrangement issued under section 183 of the OBCA by the Director                
appointed under the OBCA giving effect to the Arrangement;                      

(n) "Effective Time" means 10:00 a.m. (Toronto time) on the Effective           
Date;                                                                           

(o) "Final Order" means the final order of the Court made in connection         
with the approval of the Arrangement and the fairness of the terms              
and conditions thereof following the application therefor                       
contemplated by Section 6.7 of the Master Agreement;                            

(p) "Interim Order" means the interim order of the Court made in                
connection with the approval of the Arrangement following                       
application therefor contemplated by Section 6.7 of the Master                  
Agreement, as the same may be amended, supplemented or varied by                
the Court, providing for, among other things, the holding of a                  
special meeting of holders of Cineplex Shares to consider and, if               
thought fit, approve this Plan of Arrangement;                                  

(q) "LTM" means LTM Holdings, Inc., a corporation existing under the            
laws of the State of Delaware;                                                  

(r) "LTM Common Shares" means shares of common stock of LTM;                    

(s) "Master Agreement" means the agreement dated September 30, 1997             
between LTM, Sony Pictures Entertainment, Inc. and Cineplex;                    

(t) "OBCA" means the Business Corporations Act (Ontario), as amended;           

(u) "Plitt" means Plitt Theatres, Inc., a corporation existing under            
the laws of the State of Delaware;                                              

(v) "Plitt Shares" means all the issued and outstanding shares of               
common stock of Plitt;                                                          

(w) "Special Meeting" means the Special General Meeting of the Cineplex         
Shareholders called to consider the Arrangement.                                

(x) "Cineplex SRV Shares" means the subordinate restricted voting               
shares in the capital of Cineplex.                                              

1.2     Interpretation Not Affected by Headings, etc.                           

    The division of this Plan of Arrangement into Articles, Sections and
other portions and the insertion of headings are for convenience of reference   
only and shall not affect the construction or interpretation of this Plan of    
Arrangement. The terms "Plan of Arrangement", "hereof", "herein" and            
"hereunder" and similar expressions refer to this Plan of Arrangement and not   
to any particular Article, Section or other portion hereof and include any      
agreement or instrument supplementary or ancillary hereto.                      

1.3     Number, etc.                                                            

      Unless the context requires the contrary, words importing the singular
number only shall include the plural and vice versa; words importing the use    
of any gender shall include all genders; and words importing persons shall      
include firms, corporations, partnerships, trusts and trustees, unincorporated  
associations and governments and their agents and instrumentalities.            

ARTICLE 2 - THE ARRANGEMENT                                                     

2.1     Arrangement                                                             

       At the Effective Time, the following shall occur and be deemed to occur
in the following order without any further act or formality, subject to the     
provisions of Section 3.1:                                                      

(a) all issued and outstanding Plitt Shares shall be exchanged by               
Cineplex with LTM for fully paid and non-assessable LTM Common                  
Shares;                                                                         

(b) upon the exchange referred to in Subsection 2.1(a) hereof, Cineplex         
shall have its name removed from the register of the holders of                 
Plitt Shares and shall be added to the registers of holders of LTM              
Common Shares as to the LTM Common Shares received in connection                
with the exchange referred to in Subsection 2.1(a) hereof, and LTM              
shall become the holder of all of the issued and outstanding Plitt              
Shares and the registers of holders of Plitt Shares shall so                    
reflect;                                                                        

(c) Cineplex shall distribute to holders of Cineplex Shares, other than         
Cineplex Common Shares held by Dissenting Shareholders, on a pro                
rata basis according to the number of issued and outstanding                    
Cineplex Shares, other than Cineplex Common Shares held by                      
Dissenting Shareholders, LTM Common Shares acquired by Cineplex                 
in the exchange referred to in Subsection 2.1(a) hereof, in                     
consideration for the purchase from such Cineplex Shareholders and              
cancellation of Cineplex Shares, on a pro rata basis according to               
the number of issued and outstanding Cineplex Shares, other than                
Cineplex Common Shares held by Dissenting Shareholders;                         

(d) upon the purchases and cancellations referred to in Subsection              
2.1(c) hereof, Cineplex shall have its name removed from the                    
registers of the holders of LTM Common Shares, and the holders of               
Cineplex Shares, other than the Dissenting Shareholders, shall                  
become the holders of the LTM Common Shares distributed to them by              
Cineplex pursuant to Subsection 2.1(c) hereof, and the registers of             
holders of LTM Common Stock to so reflect;                                      

(e) each issued and outstanding Cineplex Share, other than Cineplex             
Common Shares held by Dissenting Shareholders, shall be exchanged               
by the holder thereof with LTM for the number of fully paid and                 
non-assessable LTM Common Shares equal to the Cineplex Share                    
Exchange Ratio;                                                                 

(f) upon the exchange referred to in Subsection 2.1(e) hereof, each             
holder of Cineplex Shares, other than Dissenting Shareholders,                  
shall have his or her name removed from the registers of holders of             
Cineplex Shares and his or her name shall be added accordingly to               
the register of holders of LTM Common Shares and LTM shall become               
the holder of all of the issued and outstanding Cineplex Shares,                
other than Cineplex Common Shares held by Dissenting Shareholders,              
and the registers of holders of Cineplex Shares shall so reflect;               

(g) the Cineplex Stock Option Plan shall be amended by adding thereto a         
new section 10.01 as follows:                                                   

"10.01 Plan of Arrangement                                    

In the event that the Corporation consummates a                 
plan of arrangement (the "Arrangement") under section                           
182 of the Business Corporations Act (Ontario) pursuant                         
to which outstanding shares of the Corporation  (other                          
than shares held by dissenting shareholders) are                                
exchanged for common stock of LTM Holdings, Inc., a                             
corporation existing under the laws of the State of                             
Delaware then the definition of Corporation in section                          
1.01 shall be deemed to be LTM Holdings, Inc., and the                          
options granted under the Plan outstanding at the                               
effective time of such plan of arrangement shall                                
subsequently entitle the optionee to purchase, instead                          
of common shares of Cineplex, a number of common stock                          
of LTM Holdings, Inc. equal to the number of Cineplex                           
common shares which could have been purchased under                             
such options immediately prior to the Arrangement.  The                         
purchase price per share of common stock of LTM                                 
Holdings, Inc. shall be equal to the previous purchase                          
price of the Cineplex common shares under such option                           
immediately prior to the Arrangement. In all other                              
respect such options shall remain unaffected by such                            
Arrangement."; and                                                              

(h) all stock option agreements entered into by Cineplex with any of            
its past or present employees for the granting or governing of the              
terms of options for shares of Cineplex shall be construed and                  
interpreted in accordance with the Cineplex Stock Option Plan, as               
amended, and this Plan of Arrangement.                                          

ARTICLE 3 - RIGHTS OF DISSENT                                                   

3.1     Rights of Dissent.                                                      

   Registered holders of Cineplex Common Shares may exercise rights of
dissent with respect to such class pursuant to and in the manner set forth in   
section 185 of the OBCA in connection with the Arrangement as the same may be   
modified by the Interim Order or the Final Order.  Registered holders (a) who   
duly exercise such rights of dissent and are ultimately entitled to be paid     
fair value for their Cineplex Common Shares shall be deemed to have             
transferred such Cineplex Common Shares to Cineplex for cancellation on the     
Effective Date, and (b) who are ultimately not entitled to be paid fair value,  
for any reason, for their Cineplex Common Shares shall be deemed to have        
participated in the Arrangement on the same basis as any non-dissenting holder  
of Cineplex Common Shares and shall receive LTM Common Shares on the basis      
determined in accordance with section 2.1, but in no case shall Cineplex be     
required to recognize such holders as holders of Cineplex Common Shares on and  
after the Effective Date, and the names of such holders of Cineplex Common      
Shares shall be deleted from the register of holders of Cineplex Common Shares  
on the Effective Date.                                                          

ARTICLE 4 - CERTIFICATES                                                      

4.1     Entitlement to Certificates and Dividends, etc.                         

(a)     As soon as practicable after the Effective Date, LTM shall cause        
to be issued to the Depositary for the benefit of Cineplex Shareholders (other  
than Dissenting Shareholders) a certificate or certificates representing in     
the aggregate the number of LTM Common Shares to which such holders are         
entitled in accordance with the terms of the Arrangement and shall deliver      
such certificate or certificates to the Depositary to be delivered to such      
holders in accordance with the terms hereof.                                    

(b)           On or after the Effective Date, certificates formerly representing
Cineplex Shares shall represent only the right to receive certificates for LTM  
Common Shares, upon the holder depositing with the Depositary such              
certificates duly endorsed for transfer and accompanied by letters of           
transmittal and such other documents and instruments as would have been         
required to effect the transfer of the securities formerly represented by such  
certificates under the OBCA and the by-laws of Cineplex as the Depositary may   
reasonably require.  Upon receiving such certificates, documents and            
instruments, the Depositary shall deliver to the holder depositing the same a   
certificate or certificates representing the LTM Common Shares to which such    
holder is entitled in accordance with the terms of the Arrangement.             

(c)     All dividends paid and distributions made in respect of each LTM        
Common Shares that has been issued to a Cineplex Shareholder pursuant to        
Subsections 2.1(c) and 2.1(e), but for which a certificate has not been         
delivered to such holder in accordance with Subsection 4.1(b), shall be paid    
and made to the Depositary to be held by the Depositary in trust for such       
holder.  All monies received by the Depositary shall be invested by it in       
interest bearing trust accounts upon terms which the Depositary may reasonably  
deem appropriate.  The Depositary shall pay and deliver to any such holder, as  
soon as reasonably practicable after application therefor is made by such       
holder to the Depositary in such form as the Depositary may reasonably          
require, such dividends, distributions and interest accrued, net of             
withholding and other taxes, to which such holder is entitled.                  

4.2     Lost Certificates                                                       

If any certificate which immediately prior to the Effective Date
represented one or more outstanding Cineplex Shares has been lost, stolen or    
destroyed, upon the making of an affidavit of that fact by the person claiming  
such certificate to be lost, stolen or destroyed and the giving by such person  
of a bond satisfactory to Cineplex and the Depositary in such sum as Cineplex   
and the Depositary may direct or otherwise indemnifying Cineplex and the        
Depositary in a manner satisfactory to Cineplex and the Depositary against any  
claim that may be made against Cineplex or the Depositary with respect to the   
certificate alleged to have been lost, stolen or destroyed, the Depositary      
will make such distribution or delivery in respect of the Cineplex Shares       
represented by such lost, stolen or destroyed certificate as determined in      
accordance with Sections 4.1 and 4.3.                                           

4.3     Fractional Shares                                                       

       No certificates or scrip representing fractional LTM Common Shares will
be issued or delivered pursuant to the Arrangement.  In lieu thereof, each      
person entitled to a fractional interest in an LTM Common Share will receive a  
cash payment equal to such person's pro rata portion of the price received by   
the Depositary upon the sale of whole shares representing an accumulation of    
all fractional interests in LTM Common Shares to which all such persons would   
be otherwise entitled.  The Depositary will sell the LTM Common Shares          
involved on The Toronto Stock Exchange or on such other stock exchange on       
which the LTM Common Shares are listed or quoted as may be selected by The      
Depositary in its discretion during the 60-day period following the Effective   
Date.  The Depositary shall initially endeavour to sell the whole shares made   
up of such fractions when a board lot is accumulated or in any event not later  
than 30 days following the Effective Date.  The aggregate proceeds of each      
such sale will be distributed by the Depositary pro rata, in relation to the    
respective fractions, among the persons otherwise entitled to receive           
fractional interests in LTM Common Shares.                                      

4.4     Extinction of Rights                                                    

Any certificate which immediately prior to the Effective Time   
represented outstanding Cineplex Shares that were purchased and/or exchanged    
pursuant to Section 2.1 and not deposited, with all other instruments required  
by Section 4.1, on or prior to the third anniversary of the Effective Date      
shall cease to represent a claim or interest of any kind or nature as a         
shareholder of Cineplex or LTM. On such date, the LTM Common Shares to which    
the former registered holder of the certificate referred to in the preceding    
sentence was ultimately entitled shall be deemed to have been surrendered to    
LTM, as the case may be, together with all entitlements to dividends,           
distributions and interests thereon held for such former registered holder.     

4.5     Withholding Right                                                       

Cineplex, LTM and the Depositary shall be entitled to deduct and
withhold from any dividend or consideration otherwise payable under this Plan   
of Arrangement to any holder of Cineplex Shares such amount as Cineplex, LTM    
or the Depositary is required or permitted to deduct and withhold with respect  
to such payment under the Income Tax Act (Canada), the Code or any provision    
of provincial, state, local or foreign tax law, in each case as amended. To     
the extent that amounts are so withheld, such withheld amounts shall be         
treated for all purposes hereof as having been paid to the holder of the        
shares in respect of which such deduction and withholding was made, provided    
that such withheld amounts are actually remitted to the appropriate taxing      
authority. To the extent the amount so required or permitted to be deducted or  
withheld from any payment to a holder exceeds the cash portion of the           
consideration otherwise payable to the holder, Cineplex, LTM and the            
Depositary are hereby authorized to sell or otherwise dispose of such portion   
of the consideration as is necessary to provide sufficient funds to Cineplex,   
LTM or the Depositary, as the case may be, to enable it to comply with such     
deduction or withholding requirement and Cineplex, LTM or the Depositary shall  
notify the holder thereof and remit any unapplied balance of the net proceeds   
of such sale.                                                                   

ARTICLE 5 - AMENDMENT                                                           

5.1     Plan of Arrangement Amendment                                           

(a)     Cineplex and LTM reserve the right to amend, modify and/or              
supplement this Plan or Arrangement at any time and from time to time provided  
that any such amendment, modification, or supplement must be contained in a     
written document which is filed with the Court and, if made following the       
Special Meeting, approved by the Court and communicated to Cineplex             
Shareholders in the manner required by the Court (if so required).              

(b)     Any amendment, modification or supplement to this Plan of               
Arrangement may be proposed by Cineplex and LTM at any time prior to or at the  
Special Meeting with or without any other prior notice or communication and,    
if so proposed and accepted by the persons voting at the Special Meeting,       
shall become part of this Plan for all purposes.                                

(c)     Any amendment, modification or supplement to this Plan of               
Arrangement which is approved or directed by the Court following the Special    
Meeting shall be effective only if it is consented to by Cineplex and LTM.      

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing		Date		Other Filings
Filed on:		10/17/97
For Period End:		9/30/97		10-Q
		6/6/96
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