Bronfman Charles Rosner Discretionary Trust, et al. – ‘SC 13D’ on 5/20/98 re: Loews Cineplex Entertainment Corp

As of:  Wednesday, 5/20/98   ·   Accession #:  950162-98-637   ·   File #:  5-54065

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             27    107K 
 2: EX-13       Letter Pertaining to Voting Rights                     1      6K 
 3: EX-14       Amended and Restated Stockholders Agree.              50    250K 

SC 13D   —   General Statement of Beneficial Ownership
Document Table of Contents

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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
 Under the Securities Exchange Act of 1934
(Amendment No. _____)*

LOEWS CINEPLEX ENTERTAINMENT CORPORATION
(formerly LTM Holdings Inc.)
------------------------------------------------------------------------------- 
(Name of Issuer)

 Common Shares
------------------------------------------------------------------------------- 
(Title of Class of Securities)

54023-10-0
------------------------------------------------------------------------------- 
(CUSIP Number)

      Clifford L. Michel, Esq.
     Cahill Gordon & Reindel
                80 Pine Street, New York, NY 10005
(212) 701-3200    
------------------------------------------------------------------------------- 
 (Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications) 

May 14, 1998
------------------------------------------------------------------------------- 
 (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report 
the acquisition which is the subject of this Schedule 13D, and is filing this   
schedule because of Rule 13d-1(b)(3) or (4), check the following box .          

Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be    
sent.                                                                           

*The remainder of this cover page shall be filled out for a reporting person's  
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter           
disclosures in a prior cover page.                                              

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of   
1934 ("Act") or otherwise subject to the liabilities of that section of the Act 
but shall be subject to all other provisions of the Act (however, see the       
Notes).                                                                         

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SCHEDULE 13D

------------------------------------------------------------------------------- 
CUSIP No.                                                                       

540423-10-0                                                 
------------------------------------------------------------------------------- 
1         NAME OF REPORTING PERSON                                              
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON          

THE CHARLES ROSNER BRONFMAN DISCRETIONARY TRUST - 06-6455069
------------------------------------------------------------------------------- 
2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a)  /X/         
                                                      (b)  /X/

------------------------------------------------------------------------------- 
3         SEC USE ONLY                                                          

------------------------------------------------------------------------------- 
4         SOURCE OF FUNDS*                                                      

N/A - See Item 3
------------------------------------------------------------------------------- 
5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED              
 PURSUANT TO ITEMS 2(d) OR 2(e)                            / /

------------------------------------------------------------------------------- 
6         CITIZENSHIP OR PLACE OF ORGANIZATION                                  

 United States (Connecticut)
------------------------------------------------------------------------------- 

     7         SOLE VOTING POWER

NUMBER OF                        1,918,907                        
SHARES              _____________________________________________ 
BENEFICIALLY          8         SHARED VOTING POWER               
OWNED BY                                                          
EACH                                                              
REPORTING           _____________________________________________ 
PERSON WITH           9         SOLE DISPOSITIVE POWER            

       1,918,907
                   _____________________________________________

            10        SHARED DISPOSITIVE POWER

------------------------------------------------------------------------------- 

11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON          

                               1,918,907

------------------------------------------------------------------------------- 

12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                
CERTAIN SHARES                                           /X/

Excludes 4,000 Class B Non-Voting Common Shares       
------------------------------------------------------------------------------- 

13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                    

                               4.36%

------------------------------------------------------------------------------- 

14        TYPE OF REPORTING PERSON*                                             
                              00

------------------------------------------------------------------------------- 

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SCHEDULE 13D

------------------------------------------------------------------------------- 
CUSIP No.                                                                       

540423-10-0                                                 
------------------------------------------------------------------------------- 
1         NAME OF REPORTING PERSON                                              
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON          

THE CHARLES BRONFMAN TRUST - 98-6048671             
------------------------------------------------------------------------------- 
2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a)  /X/         
                                                      (b)  /X/

------------------------------------------------------------------------------- 
3         SEC USE ONLY                                                          

------------------------------------------------------------------------------- 
4         SOURCE OF FUNDS*                                                      

N/A - See Item 3
------------------------------------------------------------------------------- 
5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED              
 PURSUANT TO ITEMS 2(d) OR 2(e)                            / /

------------------------------------------------------------------------------- 
6         CITIZENSHIP OR PLACE OF ORGANIZATION                                  

United States (New York)
------------------------------------------------------------------------------- 

     7         SOLE VOTING POWER

NUMBER OF                       1,000,000                         
SHARES              _____________________________________________ 
BENEFICIALLY          8         SHARED VOTING POWER               
OWNED BY                                                          
EACH                                                              
REPORTING           _____________________________________________ 
PERSON WITH           9         SOLE DISPOSITIVE POWER            

       1,000,000
                   _____________________________________________

            10        SHARED DISPOSITIVE POWER

------------------------------------------------------------------------------- 

11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON          

                               1,000,000

------------------------------------------------------------------------------- 

12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                
CERTAIN SHARES                                           / /

------------------------------------------------------------------------------- 

13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                    

                               2.27%

------------------------------------------------------------------------------- 

14        TYPE OF REPORTING PERSON*                                             

              00
------------------------------------------------------------------------------- 

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SCHEDULE 13D

------------------------------------------------------------------------------- 
CUSIP No.                                                                       

540423-10-0                                                 
------------------------------------------------------------------------------- 
1         NAME OF REPORTING PERSON                                              
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON          

THE CHARLES R. BRONFMAN TRUST - 98-6048672          
------------------------------------------------------------------------------- 
2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a)  /X/         
                                                      (b)  /X/

------------------------------------------------------------------------------- 
3         SEC USE ONLY                                                          

------------------------------------------------------------------------------- 
4         SOURCE OF FUNDS*                                                      

N/A - See Item 3
------------------------------------------------------------------------------- 
5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED              
  PURSUANT TO ITEMS 2(d) OR 2(e)                             / /

------------------------------------------------------------------------------- 
6         CITIZENSHIP OR PLACE OF ORGANIZATION                                  

United States (New York)
------------------------------------------------------------------------------- 

     7         SOLE VOTING POWER

NUMBER OF                       1,000,000                         
SHARES              _____________________________________________ 
BENEFICIALLY          8         SHARED VOTING POWER               
OWNED BY                                                          
EACH                                                              
REPORTING           _____________________________________________ 
PERSON WITH           9         SOLE DISPOSITIVE POWER            

       1,000,000
                   _____________________________________________

            10        SHARED DISPOSITIVE POWER

------------------------------------------------------------------------------- 

11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON          

                               1,000,000

------------------------------------------------------------------------------- 

12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                
CERTAIN SHARES                                          / / 

------------------------------------------------------------------------------- 

13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                    

                               2.27%

------------------------------------------------------------------------------- 

14        TYPE OF REPORTING PERSON*                                             

            00
------------------------------------------------------------------------------- 

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SCHEDULE 13D

------------------------------------------------------------------------------- 
CUSIP No.                                                                       

540423-10-0                                                 
------------------------------------------------------------------------------- 
1         NAME OF REPORTING PERSON                                              
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON          

CHARLES ROSNER BRONFMAN                                     
------------------------------------------------------------------------------- 
2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a)  /X/         
                                                      (b)  /X/

------------------------------------------------------------------------------- 
3         SEC USE ONLY                                                          

------------------------------------------------------------------------------- 
4         SOURCE OF FUNDS*                                                      

N/A - See Item 3
------------------------------------------------------------------------------- 
5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED              
PURSUANT TO ITEMS 2(d) OR 2(e)                           / /

------------------------------------------------------------------------------- 
6         CITIZENSHIP OR PLACE OF ORGANIZATION                                  

Canada
------------------------------------------------------------------------------- 
     7         SOLE VOTING POWER
NUMBER OF                                                         
SHARES              ______________________________________________
BENEFICIALLY          8         SHARED VOTING POWER               
OWNED BY                                                          
EACH                               3,918,907                      
REPORTING           ______________________________________________
PERSON WITH           9         SOLE DISPOSITIVE POWER            

                    ______________________________________________
            10        SHARED DISPOSITIVE POWER
                     3,918,907

------------------------------------------------------------------------------- 

11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON          

                               3,918,907

------------------------------------------------------------------------------- 

12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                
CERTAIN SHARES*                                         /X/ 

       Excludes 9,926 shares of Common Stock owned by Mr. Bronfman's wife.
------------------------------------------------------------------------------- 

13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                    

                               8.91%

------------------------------------------------------------------------------- 

14        TYPE OF REPORTING PERSON*                                             
IN

------------------------------------------------------------------------------- 

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SCHEDULE 13D

------------------------------------------------------------------------------- 
CUSIP No.                                                                       

540423-10-0                                                 
------------------------------------------------------------------------------- 
1         NAME OF REPORTING PERSON                                              
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON          

THE PHYLLIS LAMBERT FOUNDATION                              
------------------------------------------------------------------------------- 
2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a) /X/          
                                                     (b) /X/

------------------------------------------------------------------------------- 
3         SEC USE ONLY                                                          

------------------------------------------------------------------------------- 
4         SOURCE OF FUNDS*                                                      

N/A - See Item 3
------------------------------------------------------------------------------- 
5         CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                  
 PURSUANT TO ITEMS 2(d) or 2(e)                            / /

------------------------------------------------------------------------------- 
6         CITIZENSHIP OR PLACE OF ORGANIZATION                                  

Canada
------------------------------------------------------------------------------- 
     7         SOLE VOTING POWER
NUMBER OF                       31,410                            
SHARES              ______________________________________________
BENEFICIALLY          8         SHARED VOTING POWER               
OWNED BY                                                          
EACH                                                              
REPORTING           ______________________________________________
PERSON WITH           9         SOLE DISPOSITIVE POWER            

    31,410
                    ----------------------------------------------
            10        SHARED DISPOSITIVE POWER

------------------------------------------------------------------------------- 

11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON          

                              31,410

------------------------------------------------------------------------------- 

12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                
CERTAIN SHARES*                                          / /

------------------------------------------------------------------------------- 

13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                    

                               0.07%

------------------------------------------------------------------------------- 

14        TYPE OF REPORTING PERSON*                                             
CO
------------------------------------------------------------------------------- 

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SCHEDULE 13D

------------------------------------------------------------------------------- 
CUSIP No.                                                                       

540423-10-0                                                 
------------------------------------------------------------------------------- 
1         NAME OF REPORTING PERSON                                              
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON          

E. LEO KOLBER                                               
------------------------------------------------------------------------------- 
2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a) /X/          
                                                     (b) /X/

------------------------------------------------------------------------------- 
3         SEC USE ONLY                                                          

------------------------------------------------------------------------------- 
4         SOURCE OF FUNDS*                                                      

 N/A
------------------------------------------------------------------------------- 
5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED              
 PURSUANT TO ITEMS 2(d) OR 2(e)                            / /

------------------------------------------------------------------------------- 
6         CITIZENSHIP OR PLACE OF ORGANIZATION                                  

Canada
------------------------------------------------------------------------------- 

     7         SOLE VOTING POWER

NUMBER OF                       350,309                           
SHARES              ______________________________________________
BENEFICIALLY          8         SHARED VOTING POWER               
OWNED BY                                                          
EACH                                                              
REPORTING           ______________________________________________
PERSON WITH           9         SOLE DISPOSITIVE POWER            

                    ----------------------------------------------
            10        SHARED DISPOSITIVE POWER

------------------------------------------------------------------------------- 

11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON          

                               350,309

------------------------------------------------------------------------------- 

12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                
     CERTAIN SHARES*                                               /X/

         Excludes 7,500 shares of Common Stock owned by Sen Kolber's wife.
------------------------------------------------------------------------------- 

13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                    

                               0.80%

------------------------------------------------------------------------------- 

14        TYPE OF REPORTING PERSON*                                             
IN

------------------------------------------------------------------------------- 

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SCHEDULE 13D

------------------------------------------------------------------------------- 
CUSIP No.                                                                       

540423-10-0                                                 
------------------------------------------------------------------------------- 
1         NAME OF REPORTING PERSON                                              
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON          

BOJIL EQUITIES INC.                                         
------------------------------------------------------------------------------- 
2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a) /X/          
                                                     (b) /X/

------------------------------------------------------------------------------- 
3         SEC USE ONLY                                                          

------------------------------------------------------------------------------- 
4         SOURCE OF FUNDS*                                                      

N/A - See Item 3
------------------------------------------------------------------------------- 
5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED              
  PURSUANT TO ITEMS 2(d) OR 2(e)                             / /

------------------------------------------------------------------------------- 
6         CITIZENSHIP OR PLACE OF ORGANIZATION                                  

 British West Indies
------------------------------------------------------------------------------- 

     7         SOLE VOTING POWER
NUMBER OF                                                         
SHARES              _____________________________________________ 
BENEFICIALLY          8         SHARED VOTING POWER               
OWNED BY                                                          
EACH                                                              
REPORTING           _____________________________________________ 
PERSON WITH           9         SOLE DISPOSITIVE POWER            

     350,309
                   ---------------------------------------------

                    10        SHARED DISPOSITIVE POWER     / /

------------------------------------------------------------------------------- 

11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON          

                               350,309

------------------------------------------------------------------------------- 

12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                
 CERTAIN SHARES                                            / /

------------------------------------------------------------------------------- 

13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                    

                               0.80%

------------------------------------------------------------------------------- 

14        TYPE OF REPORTING PERSON*                                             
CO

------------------------------------------------------------------------------- 

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SCHEDULE 13D

------------------------------------------------------------------------------- 
CUSIP No.                                                                       

540423-10-0                                                 
------------------------------------------------------------------------------- 
1         NAME OF REPORTING PERSON                                              
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON          

LOUIS LUDWICK                                               
------------------------------------------------------------------------------- 
2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a) /X/          
                                                     (b) /X/

------------------------------------------------------------------------------- 
3         SEC USE ONLY                                                          

------------------------------------------------------------------------------- 
4         SOURCE OF FUNDS*                                                      

N/A - see Item 3
------------------------------------------------------------------------------- 
5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED              
 PURSUANT TO ITEMS 2(d) OR 2(e)                            / /

------------------------------------------------------------------------------- 
6         CITIZENSHIP OR PLACE OF ORGANIZATION                                  

Canada
------------------------------------------------------------------------------- 
     7         SOLE VOTING POWER
NUMBER OF                       23,377                            
SHARES              _____________________________________________ 
BENEFICIALLY          8         SHARED VOTING POWER               
OWNED BY                                                          
EACH                                                              
REPORTING           _____________________________________________ 
PERSON WITH           9         SOLE DISPOSITIVE POWER            

    23,377
                   ---------------------------------------------

            10        SHARED DISPOSITIVE POWER

------------------------------------------------------------------------------- 

11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON          

                              23,377

------------------------------------------------------------------------------- 

12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                
CERTAIN SHARES *                                        / / 

------------------------------------------------------------------------------- 

13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                    

                               0.05%

------------------------------------------------------------------------------- 

14        TYPE OF REPORTING PERSON*                                             
IN

------------------------------------------------------------------------------- 

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Item 1.  Security and Issuer.                                                   

     This Statement on Schedule 13D relates to the common stock, par value $0.01
per share ("Common Stock"), of Loews Cineplex Entertainment Corporation         
(formerly LTM Holdings Inc.), a Delaware corporation (the "Company"), with its  
principal executive offices at 711 Fifth Avenue, 11th Floor, New York, N.Y.     
10022.                                                                          

Item 2.  Identity and Background.                                               

     The persons filing this Statement on Schedule 13D (collectively referred to
as the "Claridge Group") and certain information with respect to such persons   
are:                                                                            

    1. The Charles Rosner Bronfman Discretionary Trust - a United States trust
organized under the laws of the State of Connecticut, with its principal purpose
being to invest in securities and other business interests. Its principal       
business and office address is c/o Bergman, Horowitz & Reynolds, 157 Church     
Street, New Haven, CT 06502. The sole trustee of this trust is Bruce I.         
Judelson, a United States citizen. Mr. Judelson is a partner of Bergman,        
Horowitz & Reynolds (attorneys). This trust is for the benefit of Charles Rosner
Bronfman.                                                                       

  2. The Charles R. Bronfman Trust - a United States trust organized under
the laws of the State of New York with its principal purpose being to invest in 
securities and other business interests. Its principal business and office      
address is c/o Goodman Phillips & Vineberg, 430 Park Avenue, New York, New York 
100202. Information with respect to the trustees of said trust is set out in    
Appendix A. This trust is primarily for the benefit of Charles Rosner Bronfman, 
and his son Stephen Rosner Bronfman, a Canadian citizen, is a private investor  
with his business address at 1170 Peel Street, 8th Floor, Montreal, Quebec,     
Canada, H3B 4P2.                                                                

   3. The Charles Bronfman Trust - a United States trust organized under the
laws of the State of New York with its principal purpose being to invest in     
securities and other business interests. Its principal business and office      
address is c/o Goodman Phillips & Vineberg, 430 Park Avenue, New York, New York 
10022. Information with respect to the trustees of this trust is set out in     
Appendix B. This trust is primarily for the benefit of Charles Rosner Bronfman, 
and his daughter Ellen J. Bronfman Hauptman and her descendants. Mrs. Hauptman, 
a Canadian citizen, is a private investor with her business address being c/o   
Withers Solicitors, 12 Gough Square, London EC4A 3DE, England.                  

    4. Charles Rosner Bronfman - a Canadian citizen whose principal occupation
is Co-Chairman of the Board and Chairman of the Executive Committee of The      
Seagram Company Ltd. (said corporation's principal executive office being at    
1430 Peel Street, Montreal, Quebec, Canada H3A 1S9).                            

     5. The Phyllis Lambert Foundation - a charitable foundation organized under
the laws of Canada, with its principal business and office address being c/o    
Claridge Inc., 1170 Peel Street, 8th Floor, Montreal, Quebec, Canada H3B 4P2.   
Information with respect to the trustees and executive officers of The Phyllis  
Lambert Foundation is set forth on Annex C.                                     

   6. E. Leo Kolber - a Canadian citizen, whose principal occupation is as a
Member of the Senate of Canada. His principal office and business address is c/o
Claridge Inc., 1170 Peel Street, 8th Floor, Montreal, Quebec, Canada H3B 4P2.   

7. Bojil Equities Inc. - a company established under the laws of the  
British Virgin Islands ("Bojil Equities"), with its principal business and      
purpose being to invest in securities and business interests of all types. Its  
principal business address is c/o Tortola Corporation Company Limited c/o Citco 
B.V.I. Limited, Wickhams Cay, P.O. Box 662, Road Town, Tortola, British Virgin  
Islands. Tortola Corporation Company Limited is the sole director o Bojil       
Equities. See Appendix D for information with respect to the executive officers 
of Bojil Equities. Bojil Equities is wholly owned by The Kolber Trust, which is 
a trust organized under the laws of the Cayman Islands, British West Indies,    
with its principal business and purpose being to invest in securities and       
business interests of all types. Its principal business and office address is   
c/o Cayman                                                                      

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International Trust Company Ltd., c/o Ansbacher Limited, Ansbacher              
House, Grand Cayman, Cayman Islands, B.W.I. Information with respect to the     
trustee of The Kolber Trust, which is for the benefit of the Kolber family,     
including Jonathan Kolber, is set forth in Appendix E. Jonathan Kolber is a dual
citizen of Canada and Israel, who is a business executive serving principally as
President of Claridge Israel (1996) Ltd. at Europe House, 37 Shaul Hamelech     
Blvd., Tel Aviv 64928 Israel and, effective July 1, 1998, President and Chief   
Executive Officer of Koor Industries Limited, 4 Kaufman Street, Tel Aviv 68012, 
Israel.                                                                         

8. Louis Ludwick - is a Canadian citizen whose principal business and 
occupation is sales support manager with Tandberg Canada Inc. (video            
conferencing equipment) 175 Montpellier Blvd., Montreal, Canada H4N 2G5.        

   During the last five years none of the members of the Claridge Group nor,
to the best of their knowledge, any of the persons or entities named herein or  
in the appendices hereto has been (i) convicted in any criminal proceeding      
(excluding traffic violations and similar misdemeanors) or (ii) a party to a    
court proceeding of a judicial or administrative body of competent jurisdiction 
and as a result of which has been subject to a judgment, decree or final order  
enjoining future violations of, or prohibiting or mandating activities subject  
to, federal or state securities laws or finding any violation with respect to   
such laws.                                                                      

  Because of certain relationships among the members of the Claridge Group
who are successor parties to the Stockholder Agreement with the Company         
discussed under Item 6, said persons and entities may be deemed to be members of
a "group" within the meaning of Section 13(d) of the Securities Exchange Act of 
1934, as amended, and the rules and regulations thereunder. Universal Studios   
Inc. (100 Universal City Plaza, Universal City, CA 91608) and Sony Pictures     
Entertainment Inc. (10202 West Washington Boulevard, Culver City, CA 90232) are 
also significant shareholders of the Company (see Item 4) and parties to said   
Stockholders Agreement any may also be deemed to be members of a "group". The   
Claridge Group is advised that each of such entities is separately filing a     
Statement on Schedule 13D with respect to its ownership in the Company pursuant 
to Reg. 13(d)-1(f)(2).                                                          

Item 3.  Source and Amount of Funds or Other Consideration.                     

  The members of the Claridge Group acquired the shares of Common Stock of
the Company owned by them as set forth in Item 5 in exchange for all of their   
common shares (43,454,324) of Cineplex Odeon Corporation pursuant to an         
arrangement implementing the business combination of Cineplex Odeon Corporation 
and a subsidiary of Sony Pictures Entertainment Inc., all as more fully         
described in the Management Information Circular and Proxy Statement/Prospectus 
dated February 13, 1998 (the "Prospectus") included in registration statement on
Form S-4 (no. 333-4613). Fractional shares are being settled in cash. The       
closing occurred on May 14, 1998.                                               

Item 4.  Purpose of the Transaction.                                            

The Company is the business entity resulting from the Transactions    
described in the Prospectus providing for the business combination of Cineplex  
Odeon and a subsidiary of Sony Pictures Entertainment Inc. and certain related  
matters. The Prospectus states:                                                 

        "Upon consummation of the Transactions, it is contemplated that Sony
  Pictures Entertainment Inc. ("SPE") will indirectly own 21,934,625 Loews
Cineplex Common Shares and 1,202,486 Loews Cineplex Class A Non-Voting
   Common Shares, representing approximately 51.13% of the outstanding Loews
    Cineplex Shares, Universal Studios, Inc. ("Universal") will own 11,691,249
  Loews Cineplex Common Shares and 80,000 Loews Cineplex Cass B Non-Voting
   Common Shares, representing approximately 26.01% of the outstanding Loews
     Cineplex Shares, the Charles Rosner Bronfman Family Trust (the "Trust") and
certain related individuals and entities (and permitted Transferees   
 therefrom) (collectively the "Claridge Group") will own 4,324,003 Loews
   Cineplex Common Shares and 4,000 Loews Cineplex Class B Non-Voting Common
    Shares, representing approximately 9.57% of the outstanding Loews Cineplex
Shares, and the shareholders of Cineplex                              

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Odeon, other than Universal and the Claridge Group, will own 6,013,456
Loews Cineplex Common Shares, representing approximately 13.29% of the
   outstanding Lowed Cineplex Shares. As a result of their collective equity
  ownership, upon consummation of the Transactions, SPE, Universal and the
    Claridge Group, collectively, will have the ability to control the outcome
of any vote submitted to the holders of Loews Cineplex Common Shares, 
including, without limitation, election of directors."                

   Reference is made to Item 6. Subject to the foregoing, the members of the
Claridge Group have not formulated specific plans or proposals which would      
result in any of the matters or actions referred to in paragraphs (a) through   
(d) of Item 4 of Schedule 13D. The members of the Claridge Group have selected  
Charles R. Bronfman to effect the designation of the designated director of the 
Claridge Group on the Board of Directors of the Company. Sen. Kolber has been so
designated.                                                                     

  The members of the Claridge Group reserve the right to sell or otherwise
dispose of shares of Common Stock in market transactions or negotiated private  
transactions from time to time.                                                 

Item 5.  Interest in Securities in Loews Cineplex.                              

(a)-(b) At the close of business on May 14, 1998, the members of the  
Claridge Group beneficially owned, directly and indirectly, an aggregate of     
4,324,003 shares of Common Stock representing approximately 9.57% of the        
outstanding Common Stock. The wives of Mr. Bronfman and Sen. Kolber own an      
additional 17,426 shares of Common Stock (0.04%) in the aggregate, as to which  
beneficial ownership is disclaimed by Mr. Bronfman and Sen. Kolber. The         
ownership of each member of the Claridge Group is set forth in the following    
table:                                                                          

 Shareholder                 Common Stock                    %
 -----------                 ------------                    -

The Charles Rosner  Bronfman           1,918,907                    4.35        
Discretionary Trust                                                             

The Charles Bronfman Trust             1,000,000                    2.27        

The Charles R. Bronfman Trust          1,000,000                    2.27        

The Phyllis Lambert Foundation           31,410                     0.07        

Bojil Equities Inc.                     350,309                     0.80        

Louis Ludwick                            23,377                     0.05        

Charles Rosner Bronfman(1)             3,918,907                    8.91        

E. Leo Kolber(2)                         350,309                    0.80        

----------                                                                      

1        Reflects (i) 1,918,907 Common Shares owned by The Charles Rosner       
         Bronfman Discretionary Trust, (ii) 1,000,000 Common Shares owned by The
       Charles R. Bronfman Trust, and (iii) 1,000,000 Common Shares owned by
       The Charles Bronfman Trust. Excludes 9,926 Common Shares owned by Mr.
        Bronfman's wife. Mr. Bronfman disclaims all beneficial interest in and
to the shares owned by his wife.                              

2        Reflects 350,309 shares of Common Stock owned by Bojil Equities as to  
     which Sen. Kolber holds all voting rights. Excludes 7,500 shares of
Common Stock owned by Sen. Kolber's                           

                                                Footnote continued on next page.

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  The foregoing percentages are based on 43,963,333 shares of Common Stock
expected to be outstanding upon closing of the business combination transactions
on May 14, 1998 as reported in the Prospectus. The Charles Rosner Bronfman      
Discretionary Trust also own 4,000 shares of Class B Non-Voting Common Shares or
approximately 4.76% of such class, with the balance of such class being owned by
Universal Studios. The shares of Class B Non-Voting Common shares are           
convertible into shares of Common Stock on a share for share basis upon the     
later of (i) their transfer to a person other than an affiliate of such trust or
(ii) May 14, 2003.                                                              

The Seagram Company Ltd. owns indirectly approximately 84% of the     
outstanding voting equity of Universal Studios Inc. Based on the most recent    
publicly available information related to Seagram: (i) descendants of the late  
Samuel Bronfman and trusts established for their benefit (the "Bronfman Trusts")
beneficially owned, directly or indirectly, an aggregate of 119,923,229 of the  
then outstanding common shares of Seagram ("Seagram Shares"), constituting      
approximately 34.6% of the then outstanding Seagram Shares, which amount        
includes the approximately 14.9% of the then outstanding Seagram Shares owned by
trusts established for the benefit of Charles R. Bronfman and his descendants,  
including, without limition, the Trust and (ii) pursuant to two voting trust    
agreements, Charles R. Bronfman serves as the voting trustee for approximately  
33.5% of the then outstanding Seagram Shares and a voting trustee for           
approximately 0.7% the then outstanding Seagram Shares, which shares are        
beneficially owned by the Bronfman Trusts and certain other entities.           

(c) See Item 5.                                                       

(d)-(e) Not applicable.                                               

Item 6.   Contracts, Arrangements, Understandings or                            
Relationships with Respect to the Securities                
of Cineplex.                                                

The Company, SPE, Universal, the Trust and the other members of the   
Claridge Group (for purposes of this section, the "Stockholders") have entered  
into an Amended and Restated Stockholders Agreement dated as of September 30,   
1997 (the "Stockholders Agreement"), which provides for certain board, voting,  
consent, standstill, purchase, transfer and other rights and obligations for the
parties thereto following the Closing. The following description of the         
agreements made by the Company pursuant to the Stockholders Agreement is        
excerpted from the Prospectus.                                                  

The Loews Cineplex  Board                                                       

  Pursuant to the Stockholders Agreement, effective as of the Closing, the
Loews Cineplex Board will be comprised of 16 members, consisting initially of   
six designees of SPE (the "SPE Directors"), three designees of Universal (the   
"Universal Directors"), one designee of the Claridge Group (the "Claridge       
Director"), two Management Directors and four Independent Directors. The        
designees of SPE, Universal and the Claridge Group will be designated by such   
parties prior to the Closinig. The Independent Directors will be designated by  
mutual agreement of LTM, SPE, Universal and a majority of the members of the    
Independent Committee prior to the Closing. The Management Directors will be the
two most senior executive officers of Loews Cineplex; provided that Allen Karp  
shall be one of the Management Directors as long as he is an executive officer  
of LTM or an Affiliate. The initial Management Directors will be Lawrence J.    
Ruisi, who will be President and Chief Executive Officer of Loews Cineplex, and 
Allen Karp, who will be Chairman and Chief Executive Officer of Cineplex Odeon. 

----------                                                                      
Footnote continued from previous page.                                          

  wife. Sen. Kolber disclaims all beneficial interest in and to the shares
owned by his wife.                                                    

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    The Stockholders Agreement provides that after the Closing, SPE, Universal
and the Claridge Group will, subject to the exceptions and limitations described
below, be entitled to designate for nomination for election to the Loews        
Cineplex Board, the number of directors of Loews Cineplex ("Loews Cineplex      
Directors") that generally corresponds to such Stockholder's "Applicable        
Percentage" set forth on the following chart (the "Directors Chart"):           

Applicable Percentage                                        Number of Directors

equals or exceeds 6.25% and less than 9.375%.............            1          

equals or exceeds 9.375% and less than 15.625%...........            2          

equals or exceeds 15.625% and less than 21.875%..........            3          

equals or exceeds 21,875% and less than 28.125%..........            4          

equals or exceeds 28.125% and less than 34.375%..........            5          

equals or exceeds 34.375% and less than 40.625%..........            6          

equals or exceeds 40.625% and less than 46.875%..........            7          

equals or exceeds 46.875% and less than 53.125%..........            8          

equals or exceeds 53.125% and less than 59.375%..........            9          

equals or exceeds 59.375% and less than 65.625%..........           10          

equals or exceeds 65.625% and less than 71.875%..........           11          

equals or exceeds 71.875% and less than 78.125%..........           12          

equals or exceeds 78.125% and less than 84.375%..........           13          

84.375% and greater....................................           14        

provided, however, that:                                                        

       (i)(x) until the five-year anniversary of the Closing, the Claridge
 Group shall be entitled to designate one Loews Cineplex Director if its
Applicable Percentage exceeds 3.5%, and, thereafter, if its Applicable
Percentage exceeds 5%, and (y) the Claridge Group's entitlement to    
designate two or more Loews Cineplex Directors shall be determined in 
accordance with the Stockholders Agreement on the same basis as the   
entitlement of the other Stockholders;                                

       (ii) if, pursuant to the Directors Chart, the Stockholders would in
the aggregate be entitled to designate more than 14 Loews Cineplex    
    Directors, each reference to a percentage in the Directors Chart under the
 "Applicable Percentage" column will be increased by the least number of
  percentage points that would result in the Stockholders in the aggregate
being entitled to designate 14 Loews Cineplex Directors (after giving 
effect to the provisions of clause (i)(x) above);                     

(iii) prior to the four-year anniversary of the Closing, no 
  Stockholder will be entitled to designate more than eight Loews Cineplex
    Directors; provided, however, that if any Stockholder would be entitled to
designate more than eight Loews Cineplex Directors pursuant to the    
    Directors Chart based on such Stockholder's Adjusted Applicable Percentage
(rather than such Stockholder's Applicable Percentage), (x) such      
Stockholder will be entitled to designate the number of Loews Cineplex
Directors set forth in the Directors Chart based on such Stockholder's
     Applicable Percentage and (y) the limitation contained in this clause (iii)
     regarding a Stockholder's entitlement to designate Loews Cineplex Directors
will thereupon terminate.                                             

     Each of SPE and Universal have agreed with the other and each member of the
Claridge Group has agreed with each of SPE and Universal that, notwithstanding  
the foregoing:                                                                  

         (i) no Stockholder shall be entitled to designate more than six Loews
 Cineplex Directors; provided, however, that if any Stockholder would be

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    entitled to designate more than eight Loews Cineplex Directors pursuant to
the Directors Chart based on such Stockholder's Adjusted Applicable   
 Percentage (rather than such Stockholder's Applicable Percentage), such
 Stockholder shall be entitled to designate such greater number of Loews
Cineplex Directors and the limitation contained in this clause (i)    
     regarding a Stockholder's entitlement to designate Loews Cineplex Directors
will thereupon terminate, provided, however, that, if at any time     
    commencing on the three-year anniversary of the Closing, any Stockholder's
    Applicable Percentage exceeds 45%, the limitation contained in this clause
(i) regarding a Stockholder's entitlement to designate Loews Cineplex 
Directors will be increased from six Loews Cineplex Directors to seven
Loews Cineplex Directors;                                             

       (ii) at any time that SPE's Applicable Percentage equals or exceeds
40.625%, but the number of SPE Directors is limited to six by the     
  immediately preceding clause (i) of this paragraph, Universal has agreed
    with SPE that one of the individuals designated by Universal to serve as a
Loews Cineplex Director shall be an Independent Director so long as   
Universal's Applicable Percentage equals or exceeds 21.875%; and      

      (iii) at any time that Universal's Applicable Percentage equals or
     exceeds 40.625%, but the number of Universal Directors is limited to six by
     clause (i) of this paragraph, SPE has agreed with Universal that one of the
   individuals designated by SPE to serve as a Loews Cineplex Director shall
   be an Independent Director so long as SPE's Applicable percentage exceeds
21.875%.                                                              

     If the Stockholders collectively have the right to designate at least 13 of
the members of the Loews Cineplex Board pursuant to the provisions described    
above, SPE and Universal have agreed that at least one of the individuals       
designated by each such Stockholder to serve as a Loews Cineplex Director shall 
be an Independent Director; provided that if one of such Stockholders shall be  
entitled to designate only one Director, such Stockholder shall not be required 
to designate an Independent Director and the other such Stockholder shall be    
required to designate two Independent Directors.                                

  The parties to the Stockholders Agreement have agreed that the following
the Closing Date, except for the designees of the Stockholders and for the      
Management Directors, individuals to be nominated for election as Loews Cineplex
Directors shall all be Independent Directors (unless the Independent Directors  
shall otherwise agree), and there shall be at least two Independent Directors   
and two Management Directors nominated in each such election. Each Stockholder  
has agreed to vote (and to cause its Affiliates to vote) any Voting Shares      
beneficially owned by it to cause the designees of SPE, Universal and the       
Claridge Group and each of the Independent Directors and Management Directors   
designated by the Nominating Committee (as described below) to be elected to the
Loews Cineplex Board, and Loews Cineplex has agreed to use its best efforts to  
cause the election of each such designee, including nominating such individuals 
to be elected as members of the Loews Cineplex Board, as provided in the        
Stockholder Agreement.                                                          

  In connection with each election of members of the Loews Cineplex Board,
the Management Directors and the Independent Directors will be designated by a  
nominating committee of the Loews Cineplex Board (the "Nominating Committee"),  
which will be established to determine whether prospective nominees as          
Management Directors and Independent Directors meet the criteria for such       
positions. The Nominating Committee will be comprised of four directors,        
consisting of (x) two Independent directors designated by a majority of the     
Independent Directors and (y) one SPE Director and one Universal Director;      
provided that if at any time there shall cease to be at least one SPE Director  
or Universal Director, then the Nominating Committee will include two SPE       
Directors or two Universal Directors, as the case may be, to the extent that SPE
or Universal, as applicable, then has two designees serving as Loews Cineplex   
Directors.                                                                      

    The Stockholders Agreement provides that all other committees of the Loews
Cineplex Board will include, subject to any applicable stock exchange or        
Exchange Act requirements, a number of SPE Directors and Universal Directors    
equivalent to the proportion of such directors then serving on the whole Loews  
Cineplex Board multiplied by the total number of members comprising such        
committee. The Stockholders Agreement contains other provisions relating to     
committees of the                                                               

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Loews Cineplex Board and various provisions relating to the procedures,         
including meetings and agendas, and the powers of the Loews Cineplex Board.     

Each Stockholder has agreed that it will not without the prior written
consent of SPE and Universal (i) seek the election or removal of any Loews      
Cineplex Director, except in accordance with the terms of the Stockholders      
Agreement; (ii) deposit any Loews Cineplex Common Shares in a voting trust or   
subject any Loews Cineplex Common Shares to any arrangement with respect to the 
voting of such shares (other than a voting trust or arrangement solely among    
members of the Claridge Group); (iii) subject to certain exceptions, engage in  
any "solicitation" (within the meaning of Rule 14a-1 under the Exchange Act) of 
proxies or consents or become a "participant" in any "election contest" (within 
the meaning of Rule 14a-11 under the Exchange Act) with respect to Loews        
Cineplex, or (iv) form a Group with respect to any Loews Cineplex Common Shares,
other than a Group consisting exclusively of Stockholders, any of their         
Affiliates or Permitted Transferees.                                            

Consent Rights                                                                  

The Stockholders Agreement provides SPE and Universal with specified  
consent rights in respect of specified actions by Loews Cineplex and its        
Subsidiaries, so long as their respective Applicable Percentages equal or exceed
the Minimum Percentage. These events include: (a) voluntary bankruptcy filings  
by Loews Cineplex or any Significant Subsidiary; (b) acquisitions and           
dispositions meeting specified tests of materiality; (c) entering into or       
engaging in any business other than the exhibition of films with certain limited
exceptions; (d) any transaction or series of related transactions with SPE or   
Universal or any of their respective affiliates involving more than $1,000,000  
per calendar year (excluding arm's-length transactions in the ordinary course of
business, including film booking arrangements); (e) changing the number of      
directors comprising the entire Loews Cineplex Board; (f) with certain          
exceptions, issuing or selling any Voting Shares or Voting Share Equivalents    
exceeding specified thresholds; (g) paying cash dividends on, or making any     
other cash distributions on or redeeming or otherwise acquiring for cash, any   
shares of capital stock of Loews Cineplex, or any warrants, options, rights or  
securities convertible into, exchangeable or exercisable for, capital stock of  
Loews Cineplex exceeding specified thresholds; (h) incurring any Debt in excess 
of specified amounts with certain specified exceptions; (i) hiring, or renewing 
the employment contract (including option renewals) of, either of the two most  
senior executive officers of Loews Cineplex; (j) entering into any arrangement  
(other than the Stockholders Agreement or pursuant thereto) with any holder of  
Voting Shares in such holder's capacity as a holder of Voting Shares which      
subjects actions taken by Loews Cineplex or any Subsidiary to the prior approval
of any Person; (k) entering into certain discriminatory shareholder arrangements
including any stockholders rights plan; and (l) amending the Loews Cineplex     
By-Laws by action of the Loews Cineplex Board.                                  

     Under the Stockholders Agreement, SPE and Universal are entitled to certain
additional consent rights if Loews Cineplex fails to meet certain budgeted      
financial targets and their respective Applicable Percentages then equal or     
exceed the Minimum Percentage. These rights include the right to approve a new  
five-year strategic business plan for Loews Cineplex and the following actions  
by Loews Cineplex or any Subsidiary thereof: (a) making capital expenditures    
exceeding specified thresholds; (b) incurring any Debt in excess of specified   
amounts with certain specified exceptions; (c) incurring liens to secure        
unsecured Debt; and (d) with certain exceptions, issuing or selling any capital 
stock of Loews Cineplex.                                                        

     If Loews Cineplex and either SPE or Universal, as the case may be, disagree
in good faith as to whether the consent rights of such Stockholder described    
above are triggered in connection with an action proposed to be taken by Loews  
Cineplex, the parties have agreed to submit such a dispute to arbitration by an 
independent arbitrator. Pending resolution of such dispute (which generally must
be resolved within ten business days of the submission of the dispute), Loews   
Cineplex may not take the action which is the subject of the dispute and its    
operations may be interrupted or delayed during such time period as a result.   

     In addition to the foregoing consent rights, in connection with any vote or
action by written consent of the Loews Cineplex Board related to any (a) Merger,
(b) voluntary liquidation, dissolution or winding up of Loews Cineplex (a       
"Dissolution"), (c) amendment or restatement of the Loews Cineplex Charter or   
(d)                                                                             

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amendment or repeal of any provision of, or addition of any provision to, the   
Loews Cineplex By-laws (a "By-law Amendment"), each Stockholder has agreed to   
use its best efforts to cause the Loews Cineplex Directors designated by such   
Stockholder to vote against such action at the request of SPE or Universal if   
its Applicable Percentage exceeds the Minimum Percentage. The Stockholders have 
also agreed to vote (and not to consent to) the Voting Shares beneficially owned
by them against any of the foregoing items in connection with any vote or action
be written consent of the stockholders of Loews Cineplex related thereto at the 
request of SPE or Universal if its Applicable Percentage exceeds the Minimum    
Percentage.                                                                     

    So long as the Applicable Percentage of SPE or Universal equals or exceeds
the Minimum Percentage, (i) Loews Cineplex has agreed that the Loews Cineplex   
Charter will provide that effecting a Merger or Dissolution or adopting an      
amendment or restatement of the Loews Cineplex Charter or adopting a By-law     
Amendment by action of the stockholders of Loews Cineplex shall require the     
affirmative vote or written consent of the holders of at least 80% of the       
outstanding Loews Cineplex Common Shares; provided that in the case of any of   
the foregoing matters (other than adopting a By-law Amendment by action of the  
stockholders) such 80% stockholder approval requirement shall not be applicable 
if 14 members of the Loews Cineplex Boad shall have approved such matter;       
provided, further, that in the case of any Merger that is approved by 14 members
of the Loews Cineplex Board, such Merger shall require the affirmative vote or  
written consent of the holders of at least 66 2/3% of the outstanding Loews     
Cineplex Common Shares and (ii) no Stockholder shall vote in favor of, consent  
in writing to, or take any other action to effect an amendment or repeal of such
provisions of the Loews Cineplex Charter.                                       

Approval of Certain Transactions by Disinterested Directors                     

The Stockholders Agreement provides that so long as the Applicable    
Percentage of SPE or Universal equals or exceeds the Minimum Percentage, neither
SPE nor any of its affiliates, nor Universal nor any of its Affiliates, as the  
case may be, shall enter in any contract with Loews Cineplex or any Subsidiary  
thereof, nor shall Loews Cineplex otherwise engage in or become obligated to    
engage in any transaction or series of related transactions with SPE and/or its 
Affiliates, or Universal and/or its Affiliates, as the case may be, in any case 
involving more than $1,000,000 per calendar year , unless such contract or      
transaction shall have been approved by a majority of the Disinterested         
Directors following disclosure of the material facts of the contract or         
transaction to the Disinterested Directors. The Approval requirement does not   
apply to contracts or transactions in the ordinary course of Loews Cineplex's   
business, including film booking arrangements.                                  

Restrictions on Transfers of Loews Cineplex Shares by the Stockholders          

     The Stockholders Agreement includes the following restrictions on Transfers
by SPE and Universal:                                                           

Restrictions on Transfer by SPE and Universal during the Six Months   
following Closing. Without the consent of a majority of the Independent         
Directors, each of SPE and Universal has agreed not to Transfer in privately    
negotiated transactions more than 20% of its Initial Interest for a period of   
six months following the Closing. This restriction does not apply to Transfers  
(i) to a permitted Transferee, (ii) to another Stockholder or its permitted     
Transferees, (iii) pursuant to a merger or consolidation in which Loews Cineplex
is a constituent corporation or (iv) pursuant to a bona fide third party tender 
offer or exchange offer which was not induced directly or indirectly by such    
Stockholder or any of its Affiliates.                                           

Tag-Along Rights for All Loews Cineplex Stockholders Including Public 
Stockholders. Either SPE nor Universal nor any of their respective Affiliates   
may Transfer, individually or collectively, an aggregate of more than 50% of the
outstanding Loews Cineplex Shares in one or a series of related transactions to 
a Third Party Transferee (or to one or more Third Party Transferees constituting
a Group) unless each stockholder of Loews Cineplex has the right to participate 
in such Transfer on the same basis as the proposed transferor(s), subject to the
prior right of first refusal of SPE and Universal described below to purchase   
the shares so being transferred if such party is not the transferring           
stockholder.                                                                    

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   Tag-Along Rights of Universal and the Claridge Group. Neither SPE nor any
of its Affiliates may Transfer an aggregate of more than 50% of SPE's Initial   
Interest to any Person (including any Group), other than an SPE Permitted       
Transferee, in one or a series of related transactions, unless Universal and the
Claridge Group has the right to participate in such Transfer on the same basis  
as SPE and its Affiliates.                                                      

 Right of First Refusal of SPE and Universal. The following Transfers of
Voting Shares by SPE or Universal or their respective Affiliates (the proposed  
transferor, the "Transferring Party") will be subject to the right of first     
refusal in favor of the other: (a) any Transfer in one or a series of related   
privately negotiated transactions or a public offering if (i) 5% or more of the 
then outstanding Voting Shares are subject to the Transfer, (ii) any transferee,
or any Group of which a transferee is a member, would, following such Transfer, 
beneficially own 5% or more of the outstanding Voting Shares (except, in the    
case of any public offering, the limitation set forth in this clause (ii) shall 
not be applicable if the Transferring Party has taken all reasonable steps to   
assure that such limitation shall have been satisfied) or (iii) in the case of  
any Transfer by SPE or any of its Affiliates, SPE's Applicable Percentage       
exceeds 25%; (b) any Transfer pursuant to a bona fide third party tender offer  
or exchange offer; (c) any Transfer to Loews Cineplex or to a subsidiary of     
Loews Cineplex pursuant to a self-tender offer or otherwise; and (d) any        
Transfer in a Market Sale. No right of first refusal applies to any Transfer    
between SPE or Universal and any of their respective Permitted Transferees.     

Standstill Agreements                                                           

Standstill Among Loews Cineplex and the Stockholders. Each of SPE and 
Universal and each member of the Claridge Group has agreed with Loews Cineplex  
and with each of SPE and Universal not to, and to cause its Affiliates not to,  
acquire, directly or indirectly, the beneficial ownership of any additional     
Voting Shares, except for: (a) acquisitions of up to an aggregate of 5% of the  
outstanding Voting Shares during any twelve-month period, subject to certain    
price restrictions; and (b) acquisitions in privately negotiated transactions   
from five or fewer Persons pursuant to offers not made generally to holders of  
Voting Shares and pursuant to which the value of any consideration paid for any 
Voting Shares, including brokerage fees or commissions, does not exceed 115% of 
the "Market Price" (as determined in accordance with the regulations under the  
Securities Act (Ontario)). The exceptions described in clauses (a) and (b) above
are not available to a Stockholder whose Applicable Percentage would equal or   
exceed 25% after the acquisition if, as a result of such acquisition, the Public
Stockholders would beneficially own less than 20% of the outstanding Voting     
Shares.                                                                         

   There are additional exceptions for acquisitions, (i) from a Stockholder,
(ii) pursuant to the exercise of equity purchase rights (see "--Equity Purchase 
Rights" below), (iii) on terms and conditions approved by the Independent       
Directors, (iv) pursuant to a tender or exchange offer made in accordance with  
applicable law, (v) to restore a Stockholder's percentage interest following a  
dilutive issuance of Voting Shares or (vi) acquisitions of Loews Cineplex Common
Shares upon the conversion of Loews Cineplex Non-Voting Common Shares.          

     The Stockholders have agreed that, in the case of any acquisition permitted
pursuant to the foregoing provisions that would constitute a "Rule 13e-3        
transaction" (as defined in Rule 13e-3 under the Exchange Act), prior to the    
consummation of any such transaction (x) a nationally recognized investment bank
shall have delivered an opinion to the Loews Cineplex Board that such           
transaction is fair from a financial point of view to the stockholders of Loews 
Cineplex, other than the applicable Stockholder, (y) a majority of the          
Independent Directors shall have approved the transaction and (z) if the Public 
Stockholders of Loews Cineplex beneficially own more than 20% of the Voting     
Share and if approval of stockholders of Loews Cineplex is required by the DGCL 
or the Loews Cineplex Charter, a majority of the Loews Cineplex Common Shares   
held by such Public Stockholders shall have been voted in favor of the          
transaction.                                                                    

   The restrictions described in the preceding three paragraphs terminate on
the earlier of (x) the six-year anniversary of the Closing and (y) any time     
after the four-year anniversary of the Closing upon the Claridge Group ceasing  
to have the right to designate a Loews Cineplex Director pursuant to the        
Stockholders Agreement, or upon the occurrence of:                              

        (a) a bona fide tender or exchange offer to acquire more than 20% of
the Voting Shares having been made by any Person (except that such    
  restrictions shall not terminate as to any Stockholder if such tender or
   exchange offer is made by such Stockholder or any of its Affiliates or by
     any Person acting in concert with such Stockholder or any of its Affiliates
or is induced by such                                                 

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Stockholder or any of its Affiliates); provided that if such offer is 
    withdrawn or expires without being consummated, such restrictions shall be
   reinstated (but no such reinstatement shall prohibit any Stockholder from
 thereafter purchasing Voting Shares pursuant to a contract entered into
prior to the withdrawal or expiration of such tender offer or exchange
offer or pursuant to a tender offer or exchange offer commenced by a  
Stockholder prior to such time);                                      

         (b) the Applicable Percentage of SPE, Universal or the Claridge Group
  equaling or exceeding 80%; provided that, in the case of Universal, such
percentage shall be 33-1/3% at any time Universal and its Affiliates  
     beneficially own more Voting Shares than any other holder of Loews Cineplex
Common Shares;                                                        

      (c) with respect to any Stockholder, such Stockholder's Applicable
  Percentage being less than 15% (provided that such restrictions shall be
  reinstated if such Stockholder's Applicable Percentage equals or exceeds
15% within one year thereafter);                                      

       (d) any Person (other than a Stockholder or a Permitted Transferee)
    beneficially owning more than 20% of the Voting Shares, excluding from the
     Voting Shares beneficially owned by such Person Voting Shares acquired from
a Stockholder, a Permitted Transferee or Loews Cineplex; or           

        (e) the Public Stockholders beneficially owning more than 66-2/3% of
the Voting Shares.                                                    

 Standstill Among the Stockholders. Each of SPE and Universal has agreed
with the other and each member of the Claridge Group has agreed with each of SPE
and Universal that neither such Stockholder nor any of its Affiliates will      
acquire, directly or indirectly, the beneficial ownership of any Voting Shares  
if immediately prior to such acquisition such Stockholder's Applicable          
Percentage exceeds 50%, excluding Voting Shares acquired from another           
Stockholder or its Permitted Transferees, or if, as a result of such            
acquisition, (i) such Stockholder and its Affiliates would beneficially own an  
aggregate of more than 50% of the Voting Shares, excluding Voting Shares        
acquired from another Stockholder or its Permitted Transferees, or (ii) the     
Public Stockholders would beneficially own less than 20% of the outstanding     
Voting Shares. The restrictions described in clause (ii) does not apply to a    
Stockholder and its Affiliates, if, upon consummation of such acquisition, such 
Stockholder's Applicable Percentage would be less than 25%. This restriction    
does not prohibit the acquisition of Loews Cineplex Common Shares upon the      
conversion of Loews Cineplex Non-Voting Common Shares.                          

  The restrictions described in the preceding paragraph will terminate if:
(a) the Applicable Percentage of either SPE or Universal is less than 10%       
(provided that such restrictions shall be reinstated if such Stockholder's      
Applicable Percentage equals or exceeds 10% within one year thereafter); (b) a  
bona fide tender or exchange offer to acquire more than 15% of the outstanding  
Voting Shares is made by any Person (except that such restrictions shall not    
terminate as to any Stockholder if such tender or exchange offer is made by such
Stockholder or any of its Affiliates or by any Person acting in concert with    
such Stockholder or any of its Affiliates or is induced by such Stockholder or  
any of its Affiliates); provided that if such offer is withdrawn or expires     
without being consummated, such restrictions shall be reinstated (but no such   
reinstatement shall prohibit any Stockholder from thereafter purchasing Voting  
Shares pursuant to a contract entered into prior to the withdrawal or expiration
of such tender offer or exchange offer or pursuant to a tender offer or exchange
offer commenced by a Stockholder prior to such time); or (c) any Person (other  
than a Stockholder or a Permitted Transferee) beneficially owns more than 15% of
the Voting Shares, excluding Voting Shares acquired from a Stockholder or a     
Permitted Transferee, but only if the sum of the Applicable Percentages of SPE  
and Universal is less than 45%.                                                 

Registration Rights                                                             

    The Stockholders Agreement grants to the Stockholders customary demand and
piggyback rights with respect to the registration of Loews Cineplex Common      
Shares (including any Loews Cineplex Common Shares issuable upon conversion of  
Loews Cineplex Non-Voting Common Shares) owned by them as of the Closing or     
thereafter acquired by them. Loews Cineplex has agreed to pay all expenses of   
the initial registration demanded by each of SPE, Universal and the Claridge    
Group.                                                                          

Equity Purchase Rights                                                          

The Stockholders Agreement provides that if Loews Cineplex proposes to
issue or sell any Voting Shares pursuant to a transaction in respect of which   
SPE or Universal                                                                

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shall have the right to consent under the Stockholders Agreement, each such     
Stockholder will have the right, exercisable in whole or in part and subject to 
the applicable rules of any stock exchange on which Loews Cineplex Common Shares
shall then be listed, to acquire from Loews Cineplex a portion of the Voting    
Shares proposed to be issued or sold to Persons other than such Stockholder and 
its Affiliates (the "Issuance Shares") up to an amount equal to the number of   
Issuance Shares multiplied by such Stockholder's then Applicable Percentage,    
prior to giving effect to the consummation of the proposed issuance or sale and 
any acquisition by a Stockholder pursuant to the exercise of such rights.       

Assignments of Rights and Obligations to Transferees                            

 Permitted Transferees of a Stockholder will be subject to the terms and
conditions of the Stockholders Agreement as if such Permitted Transferees were  
SPE (in the case SPE or a Permitted Transferee of SPE is the transferor),       
Universal (in the case Universal or a Permitted Transferee of Universal is the  
transferor) or a member of the Claridge Group (in the case a member of the      
Claridge Group or a Permitted Transferee thereof is the transferor).            

   Third Party Transferees of a Stockholder will be subject to certain terms
and conditions in the Stockholders Agreement. In certain circumstances, Third   
Party Transferees will have the right to designate board members and may also be
entitled to registration rights. Third Party Transferees will not receive       
tag-along rights, rights of first refusal or equity purchase rights described   
above. In addition, the rights of SPE and Universal to consent to certain       
significant corporate events described under "-- Consent Rights" above are not  
assignable to third parties.                                                    

Certain Remedies                                                                

In the event that SPE or Universal has a good faith belief that Loews 
Cineplex or any other Stockholder is likely to breach, or has breached, in any  
material respect, certain of its obligations under the Stockholders Agreement   
(including those described under "-- The Loews Cineplex Board" (other than the  
penultimate paragraph thereof), "-- Consent Rights" and "-- Standstill          
Agreements" above) such Stockholder may deliver notice of such belief to Loews  
Cineplex and/or such other Stockholder, as the case may be. Upon receipt of such
notice and until the dispute is resolved (by a court of competent jurisdiction, 
an independent arbitrator or otherwise), neither Loews Cineplex nor any other   
Stockholder may take any action that would facilitate such a breach and shall   
take reasonable actions to prevent such breach, if it has not yet occurred, or  
to minimize any adverse consequences to the aggrieved Stockholder of any such   
breach. The operations of Loews Cineplex may be interrupted or delayed pending  
such resolution. In addition, in the event that SPE or Loews Cineplex breaches  
in any material respect of any of their obligations to Universal under the      
Stockholders Agreement, SPE and Loews Cineplex shall, at the request of         
Universal, use their best efforts to amend the Loews Cineplex Charter to        
authorize a new class of common stock to be issued by Loews Cineplex to         
Universal and its Permitted Transferees in exchange for the Loews Cineplex      
Common Shares held by them. Such new class would be identical in all respect to 
the Loews Cineplex Common Shares, except that such class would entitle the      
holders thereof to proportionate representation on the Loews Cineplex Board on  
the same basis that Universal is entitled to representation thereon pursuant to 
the Stockholders Agreement and that the rights described under "--Consent       
Rights" above would be incorporated in such class and SPE and Universal will    
cease to have any consent rights under the Stockholders Agreement. Such new     
class of common shares, if issued, would be convertible into shares of Loews    
Cineplex Common Stock on a one-for-one basis at any time at the discretion of   
the holder.                                                                     

Termination                                                                     

     Except as otherwise described in the Stockholders Agreement, the rights and
obligations of a Stockholder and its Permitted Transferees under the            
Stockholders Agreement shall terminate upon such Stockholder's Applicable       
Percentage equaling less than 6.25% (or, in the case of the Claridge Group, 3.5%
until the five-year anniversary of the Closing and 5% thereafter), subject to an
exception in circumstances where a Stockholder's Applicable Percentage is       
reduced as a result of the issuance of additional Voting Shares by Loews        
Cineplex.                                                                       

Item 7. Material to be Filed as Exhibits.                             

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  The following exhibits are filed with this initial Statement on Schedule
13D.                                                                            

1. to 3. Powers of attorney for the The Charles Bronfman Trust.*      

2. to 6. Powers of attorney for the The Charles R. Bronfman Trust.*   

7.   Power of attorney for The Charles Rosner Bronfman Discretionary  
Trust.*                                                     

8.   Power of attorney for Charles Rosner Bronfman.*                  

9.   Power of attorney for the The Phyllis Lambert Foundation.*       

10.  Power of attorney for Sen. E. Leo Kolber.*                       

11.  Power of attorney for Bojil Equities Inc.*                       

12.  Power of attorney for Louis Ludwick.*                            

 13.  Letter dated December 1, 1997 to E. Leo Kolber from Bojil Equities
pertaining to voting rights.                                

  14.  Amendment and Restated Stockholders Agreement dated as of September
30, 1997.                                                   

---------------------------------                                     

*          Incorporated by reference to power of attorney previously  
     filed with the SEC in respect of a Schedule 13D filed
concerning Cineplex Odeon Corporation.          

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Signatures                                                                      

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and  
correct.                                                                        

Dated:    May 20, 1998                                                          

                         THE CHARLES ROSNER BRONFMAN DISCRETIONARY TRUST

       THE CHARLES R. BRONFMAN TRUST

    THE CHARLES BRONFMAN TRUST

 CHARLES ROSNER BRONFMAN

        THE PHYLLIS LAMBERT FOUNDATION

BOJIL EQUITIES INC.   

E. LEO KOLBER         

LOUIS LUDWICK         

  By:   /s/ Michel Boucher
                    ------------------------------
    Michel Boucher
      Attorney-in-Fact

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APPENDIX A

 TRUSTEES OF THE CHARLES R. BRONFMAN TRUST

    Principal Business
Name and Business Address        or Occupation                    Citizenship   
-------------------------        -------------                    -----------   

Gary J. Gartner                  Resident counsel of Goodman          Canada    
Goodman Phillips & Vineberg      Phillips & Vineberg (attorneys)                
430 Park Avenue                                                                 
New York, NY  10022                                                             

Steven H. Levin                  Resident counsel of Goodman       United States
Goodman Phillips & Vineberg      Phillips & Vineberg (attorneys)                
430 Park Avenue                                                                 
New York, NY  10022                                                             

Jeffrey D. Scheine               Resident counsel of Goodman       United States
Goodman Phillips & Vineberg      Phillips & Vineberg (attorneys)                
430 Park Avenue                                                                 
New York, NY  10022                                                             

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APPENDIX B

TRUSTEES OF THE CHARLES BRONFMAN TRUST

    Principal Business
Name and Business Address        or Occupation                    Citizenship   
-------------------------        -------------                    -----------   

Gary J. Gartner                  Resident counsel of Goodman         Canada     
Goodman Phillips & Vineberg      Phillips & Vineberg (attorneys                 
430 Park Avenue                                                                 
New York, NY  10022                                                             

Steven H. Levin                  Resident counsel of Goodman      United States 
Goodman Phillips & Vineberg      Phillips & Vineberg (attorneys)                
430 Park Avenue                                                                 
New York, NY  10022                                                             

Jeffrey D. Scheine               Resident counsel of Goodman      United States 
Goodman Phillips & Vineberg      Phillips & Vineberg (attorneys)                
430 Park Avenue                                                                 
New York, NY  10022                                                             

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APPENDIX C

 TRUSTEES AND EXECUTIVE OFFICERS

OF

THE PHYLLIS LAMBERT FOUNDATION

   Principal Occupation or
Name and Business Address     Employment                             Citizenship
-------------------------     ----------                             -----------

Phyllis Lambert               Architect                                 Canada  
1920 Baile Street                                                               
Montreal, Quebec                                                                
Canada H3H 2S6                                                                  

Charles Rosner Bronfman       Co-Chairman of the Board and              Canada  
1170 Peel Street              Chairman of the Executive Committee               
8th Floor                     of The Seagram Company Limited                    
Montreal, Quebec              (beverages and entertainment)                     
Canada H3B 4P2                                                                  

Arnold M. Ludwick             Deputy Chairman of                        Canada  
1170 Peel Street              Claridge Inc. (investments)                       
8th Floor                                                                       
Montreal, Quebec                                                                
Canada H3B 4P2                                                                  

Robert Rabinovitch            Executive Vice President of Claridge      Canada  
1170 Peel Street              Inc. (investments)                                
8th Floor                                                                       
Montreal, Quebec                                                                
Canada 43B 4P2                                                                  

Pierre-Andre Themens          Partner, Goodman Phillips & Vineberg      Canada  
1501 McGill College Avenue    (barristers and solicitors)                       
26th Floor                                                                      
Montreal, Quebec                                                                
Canada H3A 3N9                                                                  

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APPENDIX D

 DIRECTOR AND EXECUTIVE OFFICERS
OF BOJIL EQUITIES INC.

                           Principal Business or      Citizenship or
Name and Business Address             Occupation            Incorporation       
-------------------------             ----------            -------------       

Tortola Corporation Company         Trust services      British Virgin Islands  
Limited, sole director                                                          
c/o  Citco B.V.I. Limited                                                       
Citco Building                                                        
P.O. Box 662                                                          
Road Town, Tortola                                                    
British Virgin Islands                                                

The directors and executive officers of Tortola Corporation Company Limited and 
their respective citizenships in parentheses following their names are Kariem   
Adbellatif (Netherlands), Fay Roberts (Grenada), Hamphrey Leue (Netherlands),   
Selina O'Neal (BVI), Linda Romney Leue (BVI), Walter Reich (Canada), Agnita     
Solomon (BVI), Ray George (BVI), Phillip Williams (United Kingdom), Harriette   
Skelton (BVI) and Daphney Wattley (BVI).                                        

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APPENDIX E

TRUSTEES OF THE KOLBER TRUST

                              Principal Business or         Citizenship or
Name and Business Address              Occupation              Incorporation    
-------------------------              ----------              -------------    

Cayman International Trust           Trust services            Cayman Islands   
Company Ltd.                                                                    
c/o Ansbacher Limited                                                           
Ansbacher House                                                                 
Grand Cayman, Cayman Islands                                                    
British West Indies                                                             

The directors of Cayman International Trust Company Ltd. are Hugh Hart, John    
Collins, J. Bryan Bothwell, Gary C. Linford and Roy A.N. Ellis, all of whom are 
British citizens, except for Mr. Bothwell who is a citizen of the Cayman Islands
and Mr. Linford who is a citizen of the Republic of South Africa.               

Page 27 of 78 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
		5/14/03		13
		7/1/98		11
Filed on:		5/20/98		22
		5/14/98		1		13
		2/13/98		11					S-4
		12/1/97		21
		9/30/97		13		21
									List all Filings