AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 11, 2005.
REGISTRATION NO. 333-124111
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 5 TO
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
LOEWS CINEPLEX ENTERTAINMENT CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 7832 | 48-1281416 | ||
(State or Other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
711 Fifth Avenue
New York, New York 10022
Telephone: (646) 521-6000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
John J. Walker
Senior Vice President, Chief Financial Officer and Treasurer
711 Fifth Avenue
New York, New York 10022
Telephone: (646) 521-6000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
with copies to:
Michael Politi Senior Vice President and General Counsel 711 Fifth Avenue New York, New York 10022 Telephone: (646) 521-6000 | Jane D. Goldstein Ropes & Gray LLP One International Place Boston, MA 02110-2624 (617) 951-7000 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ¨
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
CALCULATION OF REGISTRATION FEE
| Title of each class of securities to be registered | Amount To be Registered (1) | Proposed Maximum Per Unit (1) | Proposed Maximum Offering Price (1) | Amount of Registration Fee | ||||
9% Senior Subordinated Notes due 2014 | $315,000,000 | 100% | $315,000,000 | $37,076 | ||||
Guarantees of 9% Senior Subordinated Notes due 2014 | $315,000,000 | (2) | (2) | None (2) |
| (1) | Estimated solely for purposes of calculating the registration fee pursuant to Rule 457 (f)(1) under the Securities Act of 1933, as amended (the “Securities Act”). The registration fee was paid on April 18, 2005 in connection with the filing of the Registration Statement. |
| (2) | Pursuant to Rule 457(n) under the Securities Act, no registration fee is required with respect to the guarantees. |
The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
ADDITIONAL REGISTRANTS
Exact Name of Registrant as Specified in its Charter | State of Other Jurisdiction of Incorporation or Organization | Primary Standard Industry Classification Code Number | I.R.S. Employer Identification No. | |||
Loews Citywalk Theatre Corporation | CA | 7832 | 95-4760311 | |||
S&J Theatres, Inc. | CA | 7832 | 95-4464380 | |||
Loews Bristol Cinemas, Inc. | CT | 7832 | 13-3471807 | |||
Loews Connecticut Cinemas, Inc. | CT | 7832 | 13-3590839 | |||
Downtown Boston Cinemas, LLC | DE | 7832 | 13-4085511 | |||
Farmers Cinemas, Inc. | DE | 7832 | 13-3684442 | |||
Gateway Cinemas, LLC | DE | 7832 | N/A | |||
Kips Bay Cinemas, Inc. | DE | 7832 | 13-3281502 | |||
LCE AcquisitionSub, Inc. | DE | 7832 | N/A | |||
LCE Mexican Holdings, Inc. | DE | 7832 | 20-1386585 | |||
Lewisville Cinemas, LLC | DE | 7832 | 13-4088749 | |||
Loeks Acquisition Corp. | DE | 7832 | 56-2284652 | |||
Loews Akron Cinemas, Inc. | DE | 7832 | 13-3281322 | |||
Loews Arlington Cinemas, Inc. | DE | 7832 | 13-3281336 | |||
Loews Bay Terrace Cinemas, Inc. | DE | �� | 7832 | 13-3281288 | ||
Loews Berea Cinemas, Inc. | DE | 7832 | 13-3281329 | |||
Loews Cineplex International Holdings, Inc. | DE | 7832 | 51-0382751 | |||
Loews Cineplex Theatres, Inc. | DE | 7832 | 13-3386485 | |||
Loews Cineplex Theatres Holdco, Inc. | DE | 7832 | 48-1281425 | |||
Loews Cineplex U.S. Callco, LLC | DE | 7832 | N/A | |||
Loews Garden State Cinemas, LLC | DE | 7832 | 20-1252363 | |||
Loews Greenwood Cinemas, Inc. | DE | 7832 | 13-2773641 | |||
Loews North Versailles Cinemas, LLC | DE | 7832 | 13-4085637 | |||
Loews Plainville Cinemas, LLC | DE | 7832 | 13-4085634 | |||
Loews Stonybrook Cinemas, Inc. | DE | 7832 | 13-3281343 | |||
Loews Theatre Management Corp. | DE | 7832 | 13-3274097 | |||
Loews Theatres Clearing Corp. | DE | 7832 | 13-3370286 | |||
Loews USA Cinemas Inc. | DE | 7832 | 13-3556697 | |||
Loews Vestal Cinemas, Inc. | DE | 7832 | 13-3281331 | |||
Loews Washington Cinemas, Inc. | DE | 7832 | 13-3467662 | |||
LTM New York, Inc. | DE | 7832 | 13-3406600 | |||
LTM Turkish Holdings, Inc. | DE | 7832 | 13-4104481 | |||
Methuen Cinemas, LLC | DE | 7832 | 13-4089322 | |||
Ohio Cinemas, LLC | DE | 7832 | 13-4089320 | |||
Plitt Southern Theatres, Inc. | DE | 7832 | 95-3273303 | |||
Plitt Theatres, Inc. | DE | 7832 | 36-2794628 | |||
Poli-New England Theatres, Inc. | DE | 7832 | 13-1175325 | |||
Richmond Mall Cinemas, LLC | DE | 7832 | 13-4085599 | |||
RKO Century Warner Theatres, Inc. | DE | 7832 | 11-2562412 | |||
Springfield Cinemas, LLC | DE | 7832 | 13-4089319 | |||
Star Theatres of Michigan, Inc. | DE | 7832 | 13-3481311 | |||
Star Theatres, Inc. | DE | 7832 | 13-3627222 | |||
The Walter Reade Organization, Inc. | DE | 7832 | 21-0734851 | |||
Theater Holdings, Inc. | DE | 7832 | 04-2930979 | |||
U.S.A. Cinemas, Inc. | DE | 7832 | 04-2901102 | |||
Waterfront Cinemas, LLC | DE | 7832 | 13-4157670 | |||
Crestwood Cinemas, Inc. | IL | 7832 | 22-3014768 | |||
Illinois Cinemas, Inc. | IL | 7832 | 13-4043068 | |||
Loews Chicago Cinemas, Inc. | IL | 7832 | 13-3488800 | |||
Loews Merrillville Cinemas, Inc. | IL | 7832 | 22-3017546 |
Exact Name of Registrant as Specified in its Charter | State of Other Jurisdiction of Incorporation or Organization | Primary Standard Industry Classification Code Number | I.R.S. Employer Identification No. | |||
Loews Piper’s Theatres, Inc. | IL | 7832 | 22-2974621 | |||
Loews Rolling Meadows Cinemas, Inc. | IL | 7832 | 13-3585995 | |||
North Star Cinemas, Inc. | IL | 7832 | 13-4094675 | |||
Rosemont Cinemas, Inc. | IL | 7832 | 13-4043071 | |||
Skokie Cinemas, Inc. | IL | 7832 | 13-4140178 | |||
South Holland Cinemas, Inc. | IL | 7832 | 13-4121863 | |||
Webster Chicago Cinemas, Inc. | IL | 7832 | 36-4081404 | |||
Woodfield Cinemas, Inc. | IL | 7832 | 13-4043072 | |||
Woodridge Cinemas, Inc. | IL | 7832 | 22-3014787 | |||
Loews Century Mall Cinemas, Inc. | IN | 7832 | 13-3029435 | |||
Loews Cherry Tree Mall Cinemas, Inc. | IN | 7832 | 13-3029433 | |||
Loews Lafayette Cinemas, Inc. | IN | 7832 | 13-2939482 | |||
Fall River Cinema, Inc. | MA | 7832 | 04-2803831 | |||
Liberty Tree Cinema Corp. | MA | 7832 | 04-3269280 | |||
Loews Cheri Cinemas, Inc. | MA | 7832 | 22-2995955 | |||
Loews Fresh Pond Cinemas, Inc. | MA | 7832 | 13-3594484 | |||
Nickelodeon Boston, Inc. | MA | 7832 | 04-2647784 | |||
Sack Theatres, Inc. | MA | 7832 | 04-2897798 | |||
Loews Baltimore Cinemas, Inc. | MD | 7832 | 13-3484502 | |||
Loews Centerpark Cinemas, Inc. | MD | 7832 | 13-3548688 | |||
Loeks-Star Partners | MI | 7832 | 38-3296264 | |||
Brick Plaza Cinemas, Inc. | NJ | 7832 | 22-1909532 | |||
Jersey Garden Cinemas, Inc. | NJ | 7832 | 22-2118660 | |||
Loews East Hanover Cinemas, Inc. | NJ | 7832 | 13-3467668 | |||
Loews Freehold Mall Cinemas, Inc. | NJ | 7832 | 22-3000622 | |||
Loews Meadowland Cinemas 8, Inc. | NJ | 7832 | 13-3361946 | |||
Loews Meadowland Cinemas, Inc. | NJ | 7832 | 13-3091215 | |||
Loews Mountainside Cinemas, Inc. | NJ | 7832 | 13-3642143 | |||
Loews New Jersey Cinemas, Inc. | NJ | 7832 | 13-1820779 | |||
Loews Newark Cinemas, Inc. | NJ | 7832 | 13-3567035 | |||
Loews Ridgefield Park Cinemas, Inc. | NJ | 7832 | 13-3352926 | |||
Loews Toms River Cinemas, Inc. | NJ | 7832 | 13-3411449 | |||
Loews West Long Branch Cinemas, Inc. | NJ | 7832 | 13-3590512 | |||
Loews-Hartz Music Makers Theatres, Inc. | NJ | 7832 | 13-3370285 | |||
Music Makers Theatres, Inc. | NJ | 7832 | 22-1863281 | |||
New Brunswick Cinemas, Inc. | NJ | 7832 | 22-2117486 | |||
Parsippany Theatre Corp. | NJ | 7832 | 13-6169369 | |||
Red Bank Theatre Corporation | NJ | 7832 | 22-2229129 | |||
White Marsh Cinemas, Inc. | NJ | 7832 | 13-3604226 | |||
71st & 3rd Ave. Corp. | NY | 7832 | 13-1968815 | |||
Crescent Advertising Corporation | NY | 7832 | 16-1172849 | |||
Eton Amusement Corporation | NY | 7832 | 13-0686045 | |||
Forty-Second Street Cinemas, Inc. | NY | 7832 | 13-3179361 | |||
Hawthorne Amusement Corporation | NY | 7832 | 13-0829712 | |||
Hinsdale Amusement Corporation | NY | 7832 | 13-1841984 | |||
Lance Theatre Corporation | NY | 7832 | 13-0943435 | |||
Loews Astor Plaza, Inc. | NY | 7832 | 13-2780041 | |||
Loews Boulevard Cinemas, Inc. | NY | 7832 | 13-0980716 | |||
Loews Broadway Cinemas, Inc. | NY | 7832 | 06-1160202 | |||
Loew’s California Theatres, Inc. | NY | 7832 | 13-0873262 | |||
Loews Crystal Run Cinemas, Inc. | NY | 7832 | 22-3014776 |
Exact Name of Registrant as Specified in its Charter | State of Other Jurisdiction of Incorporation or Organization | Primary Standard Industry Classification Code Number | I.R.S. Employer Identification No. | |||
Loews East Village Cinemas, Inc. | NY | 7832 | 13-3472867 | |||
Loews Elmwood Cinemas, Inc. | NY | 7832 | 13-2991181 | |||
Loews Levittown Cinemas, Inc. | NY | 7832 | 13-3143446 | |||
Loews Lincoln Theatre Holding Corp. | NY | 7832 | 13-1684091 | |||
Loews Orpheum Cinemas, Inc. | NY | 7832 | 13-3556932 | |||
Loews Palisades Center Cinemas, Inc. | NY | 7832 | 13-3467560 | |||
Loews Roosevelt Field Cinemas, Inc. | NY | 7832 | 13-3411450 | |||
Loews Trylon Theatre, Inc. | NY | 7832 | 13-2991180 | |||
Parkchester Amusement Corporation | NY | 7832 | 13-1150623 | |||
Putnam Theatrical Corporation | NY | 7832 | 13-1189932 | |||
Talent Booking Agency, Inc. | NY | 7832 | 13-6155797 | |||
Thirty-Fourth Street Cinemas, Inc. | NY | 7832 | 13-3036478 | |||
Loews Richmond Mall Cinemas, Inc. | OH | 7832 | 13-3188106 | |||
Mid-States Theatres, Inc. | OH | 7832 | 31-0851111 | |||
Loews Montgomery Cinemas, Inc. | PA | 7832 | 22-2929019 | |||
Stroud Mall Cinemas, Inc. | PA | 7832 | 22-2217247 | |||
Cityplace Cinemas, Inc | TX | 7832 | 13-3465138 | |||
Fountain Cinemas, Inc. | TX | 7832 | 13-3399128 | |||
Loews Arlington West Cinemas, Inc. | TX | 7832 | 13-3166737 | |||
Loews Deauville North Cinemas, Inc. | TX | 7832 | 13-3202133 | |||
Loews Fort Worth Cinemas, Inc. | TX | 7832 | 13-3360654 | |||
Loews Houston Cinemas, Inc. | TX | 7832 | 13-0980750 | |||
Loews Lincoln Plaza Cinemas, Inc. | TX | 7832 | 13-3048437 | |||
Loews Cineplex Entertainment Gift Card Corporation | VA | 7832 | 81-0629627 | |||
Loews Pentagon City Cinemas, Inc. | VA | 7832 | 22-2929006 |
The address, including zip code, and telephone number, including area code, of each registrant’s principal executive offices is: c/o Loews Cineplex Entertainment Corporation, 711 Fifth Avenue, New York, New York 10022, Telephone: (646) 521-6000
The name, address, including zip code and telephone number, including area code, of agent for service for each of the Additional Registrants is:
Michael Politi
Senior Vice President and General Counsel
711 Fifth Avenue
New York, New York 10022
Telephone: (646) 521-6000
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20.Indemnification of Directors and Officers
Indemnification Under the Delaware General Corporation Law
Section 145 of the Delaware General Corporation Law, as amended, (the “DGCL”), authorizes a Delaware corporation to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.
Section 145 further authorizes a Delaware corporation to indemnify any person serving in any such capacity who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor, against expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless, and only to the extent that, the Delaware Court of Chancery or such other court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter, such person shall be indemnified against expenses, including attorneys’ fees, actually and reasonably incurred by such person. Indemnity is mandatory to the extent a claim, issue or matter has been successfully defended.
The Delaware General Corporation Law also allows a corporation to provide for the elimination or limit of the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) for unlawful payments of dividends or unlawful stock purchases or redemptions, or (4) for any transaction from which the director derived an improper personal benefit. These provisions will not limit the liability of directors or officers under the federal securities laws of the United States.
Section 9.1 of the Company’s bylaws provides that the Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or an officer of the Company, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonable incurred by him in connection with such action, suit or proceeding to the fullest extent and in the matter set forth in and permitted by the General Corporation Law.
Section 9.1 of the Company’s bylaws provides that the Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an employee or
II-1
agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonable incurred by him in connection with such action, suit or proceeding to the fullest extent and in the matter set forth in and permitted by the General Corporation Law.
Section 9.5 of the Company’s bylaws gives the Company the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of Sections 8.1 and 8.2 of the bylaws or under Section 145 of the General Corporation Law or any other provision of law.
The Company has purchased and maintains insurance on behalf of any person who is or was a director, officer, employee or agent of the Company, or is or was a director or officer of the Company serving at the request of the Company as a director, officer, employee or agent of another Company, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of Section 9.1 and of the bylaws or under Section 145 of the General Corporation Law or any other provision of law.
Item 21.Exhibits and Financial Statement Schedules
(a) Exhibits
| 2.1 | Stock Purchase Agreement dated as of June 18, 2004, among LCE Holdings, Inc., Loews Cineplex Entertainment Corporation and the other persons identified therein.* | |
| 2.2 | Agreement and Plan of Merger, dated as of June 20, 2005, by and among Marquee Holdings Inc., a Delaware corporation, and LCE Holdings, Inc., a Delaware corporation.* | |
| 3.1 | Certificate of Incorporation of Loews Cineplex Entertainment Corporation, with amendments.* | |
| Certificates of Incorporation or corresponding instrument, with amendments, of the following additional registrants: | ||
| 3.2.1 | Loews Citywalk Theatre Corporation* | |
| 3.2.2 | S&J Theatres, Inc.* | |
| 3.2.3 | Loews Bristol Cinemas, Inc.* | |
| 3.2.4 | Loews Connecticut Cinemas, Inc.* | |
| 3.2.5 | Downtown Boston Cinemas, LLC* | |
| 3.2.6 | Farmers Cinemas, Inc.* | |
| 3.2.7 | Gateway Cinemas, LLC* | |
| 3.2.8 | Kips Bay Cinemas, Inc.* | |
| 3.2.9 | LCE Mexican Holdings, Inc.* | |
| 3.2.10 | Lewisville Cinemas, LLC* | |
| 3.2.11 | Loeks Acquisition Corp.* | |
II-2
| 3.2.12 | Loews Akron Cinemas, Inc.* | |
| 3.2.13 | Loews Arlington Cinemas, Inc.* | |
| 3.2.14 | Loews Bay Terrace Cinemas, Inc.* | |
| 3.2.15 | Loews Berea Cinemas, Inc.* | |
| 3.2.16 | Loews Cineplex International Holdings, Inc.* | |
| 3.2.17 | Loews Cineplex Theatres, Inc.* | |
| 3.2.18 | Loews Cineplex Theatres Holdco, Inc.* | |
| 3.2.19 | Loews Cineplex U.S. Callco, LLC* | |
| 3.2.20 | Loews Garden State Cinemas, LLC* | |
| 3.2.21 | Loews Greenwood Cinemas, Inc.* | |
| 3.2.22 | Loews North Versailles Cinemas, LLC* | |
| 3.2.23 | Loews Plainville Cinemas, LLC* | |
| 3.2.24 | Loews Stonybrook Cinemas, Inc.* | |
| 3.2.25 | Loews Theatre Management Corp.* | |
| 3.2.26 | Loews Theatres Clearing Corp.* | |
| 3.2.27 | Loews USA Cinemas Inc.* | |
| 3.2.28 | Loews Vestal Cinemas, Inc.* | |
| 3.2.29 | Loews Washington Cinemas, Inc.* | |
| 3.2.30 | LTM New York, Inc.* | |
| 3.2.31 | LTM Turkish Holdings, Inc.* | |
| 3.2.32 | Methuen Cinemas, LLC* | |
| 3.2.33 | Ohio Cinemas, LLC* | |
| 3.2.34 | Plitt Southern Theatres, Inc.* | |
| 3.2.35 | Plitt Theatres, Inc.* | |
| 3.2.36 | Poli-New England Theatres, Inc.* | |
| 3.2.37 | Richmond Mall Cinemas, LLC* | |
| 3.2.38 | RKO Century Warner Theatres, Inc.* | |
| 3.2.39 | Springfield Cinemas, LLC* | |
| 3.2.40 | Star Theatres of Michigan, Inc.* | |
| 3.2.41 | Star Theatres, Inc.* | |
| 3.2.42 | The Walter Reade Organization, Inc.* | |
| 3.2.43 | Theater Holdings, Inc.* | |
| 3.2.44 | U.S.A. Cinemas, Inc.* | |
| 3.2.45 | Waterfront Cinemas, LLC* | |
| 3.2.46 | Crestwood Cinemas, Inc.* | |
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| 3.2.47 | Illinois Cinemas, Inc.* | |
| 3.2.48 | Loews Chicago Cinemas, Inc.* | |
| 3.2.49 | Loews Merrillville Cinemas, Inc.* | |
| 3.2.50 | Loews Piper’s Theatres, Inc.* | |
| 3.2.51 | Loews Rolling Meadows Cinemas, Inc.* | |
| 3.2.52 | North Star Cinemas, Inc.* | |
| 3.2.53 | Rosemont Cinemas, Inc.* | |
| 3.2.54 | Skokie Cinemas, Inc.* | |
| 3.2.55 | South Holland Cinemas, Inc.* | |
| 3.2.56 | Webster Chicago Cinemas, Inc.* | |
| 3.2.57 | Woodfield Cinemas, Inc.* | |
| 3.2.58 | Woodridge Cinemas, Inc.* | |
| 3.2.59 | Loews Century Mall Cinemas, Inc.* | |
| 3.2.60 | Loews Cherry Tree Mall Cinemas, Inc.* | |
| 3.2.61 | Loews Lafayette Cinemas, Inc.* | |
| 3.2.62 | Fall River Cinema, Inc.* | |
| 3.2.63 | Liberty Tree Cinema Corp.* | |
| 3.2.64 | Loews Cheri Cinemas, Inc.* | |
| 3.2.65 | Loews Fresh Pond Cinemas, Inc.* | |
| 3.2.66 | Nickelodeon Boston, Inc.* | |
| 3.2.67 | Sack Theatres, Inc.* | |
| 3.2.68 | Loews Baltimore Cinemas, Inc.* | |
| 3.2.69 | Loews Centerpark Cinemas, Inc.* | |
| 3.2.70 | Brick Plaza Cinemas, Inc.* | |
| 3.2.71 | Jersey Garden Cinemas, Inc.* | |
| 3.2.72 | Loews East Hanover Cinemas, Inc.* | |
| 3.2.73 | Loews Freehold Mall Cinemas, Inc.* | |
| 3.2.74 | Loews Meadowland Cinemas 8, Inc.* | |
| 3.2.75 | Loews Meadowland Cinemas, Inc.* | |
| 3.2.76 | Loews Mountainside Cinemas, Inc.* | |
| 3.2.77 | Loews New Jersey Cinemas, Inc.* | |
| 3.2.78 | Loews Newark Cinemas, Inc.* | |
| 3.2.79 | Loews Ridgefield Park Cinemas, Inc.* | |
| 3.2.80 | Loews Toms River Cinemas, Inc.* | |
| 3.2.81 | Loews West Long Branch Cinemas, Inc.* | |
II-4
| 3.2.82 | Loews-Hartz Music Makers Theatres, Inc.* | |
| 3.2.83 | Music Makers Theatres, Inc.* | |
| 3.2.84 | New Brunswick Cinemas, Inc.* | |
| 3.2.85 | Parsippany Theatre Corp.* | |
| 3.2.86 | Red Bank Theatre Corporation* | |
| 3.2.87 | White Marsh Cinemas, Inc.* | |
| 3.2.88 | 71st & 3rd Ave. Corp.* | |
| 3.2.89 | Crescent Advertising Corporation* | |
| 3.2.90 | Eton Amusement Corporation* | |
| 3.2.91 | Forty-Second Street Cinemas, Inc.* | |
| 3.2.92 | Hawthorne Amusement Corporation* | |
| 3.2.93 | Hinsdale Amusement Corporation* | |
| 3.2.94 | Lance Theatre Corporation* | |
| 3.2.95 | Loews Astor Plaza, Inc.* | |
| 3.2.96 | Loews Boulevard Cinemas, Inc.* | |
| 3.2.97 | Loews Broadway Cinemas, Inc.* | |
| 3.2.98 | Loew’s California Theatres, Inc.* | |
| 3.2.99 | Loews Crystal Run Cinemas, Inc.* | |
| 3.2.100 | Loews East Village Cinemas, Inc.* | |
| 3.2.101 | Loews Elmwood Cinemas, Inc.* | |
| 3.2.102 | Loews Levittown Cinemas, Inc.* | |
| 3.2.103 | Loews Lincoln Theatre Holding Corp.* | |
| 3.2.104 | Loews Orpheum Cinemas, Inc.* | |
| 3.2.105 | Loews Palisades Center Cinemas, Inc.* | |
| 3.2.106 | Loews Roosevelt Field Cinemas, Inc.* | |
| 3.2.107 | Loews Trylon Theatre, Inc.* | |
| 3.2.108 | Parkchester Amusement Corporation* | |
| 3.2.109 | Putnam Theatrical Corporation* | |
| 3.2.110 | Talent Booking Agency, Inc.* | |
| 3.2.111 | Thirty-Fourth Street Cinemas, Inc.* | |
| 3.2.112 | Loews Richmond Mall Cinemas, Inc.* | |
| 3.2.113 | Mid-States Theatres, Inc.* | |
| 3.2.114 | Loews Montgomery Cinemas, Inc.* | |
| 3.2.115 | Stroud Mall Cinemas, Inc.* | |
| 3.2.116 | Cityplace Cinemas, Inc.* | |
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| 3.2.117 | Fountain Cinemas, Inc.* | |||
| 3.2.118 | Loews Arlington West Cinemas, Inc.* | |||
| 3.2.119 | Loews Deauville North Cinemas, Inc.* | |||
| 3.2.120 | Loews Fort Worth Cinemas, Inc.* | |||
| 3.2.121 | Loews Houston Cinemas, Inc.* | |||
| 3.2.122 | Loews Lincoln Plaza Cinemas, Inc.* | |||
| 3.2.123 | Loews Cineplex Entertainment Gift Card Corporation* | |||
| 3.2.124 | Loews Pentagon City Cinemas, Inc.* | |||
| 3.2.125 | LCE AcquisitionSub, Inc.* | |||
| 3.3 | By-laws of Loews Cineplex Entertainment Corporation.* | |||
| 3.4 | By-laws of the following Additional Registrants:* | |||
| 71st & 3rd Ave. Corp. | ||||
| Brick Plaza Cinemas, Inc. | ||||
| Cityplace Cinemas, Inc. | ||||
| Crescent Advertising Corporation | ||||
| Crestwood Cinemas, Inc. | ||||
| Eton Amusement Corporation | ||||
| Fall River Cinema, Inc. | ||||
| Farmers Cinemas, Inc. | ||||
| Forty-Second Street Cinemas, Inc. | ||||
| Fountain Cinemas, Inc. | ||||
| Hawthorne Amusement Corporation | ||||
| Hinsdale Amusement Corporation | ||||
| Illinois Cinemas, Inc. | ||||
| Jersey Garden Cinemas, Inc. | ||||
| Kips Bay Cinemas, Inc. | ||||
| Lance Theatre Corporation | ||||
| Liberty Tree Cinema Corp. | ||||
| Loeks Acquisition Corp. | ||||
| Loews Akron Cinemas, Inc. | ||||
| Loews Arlington Cinemas, Inc. | ||||
| Loews Arlington West Cinemas, Inc. | ||||
| Loews Astor Plaza, Inc. | ||||
| Loews Baltimore Cinemas, Inc. | ||||
| Loews Bay Terrace Cinemas, Inc. | ||||
II-6
| Loews Berea Cinemas, Inc. | ||||
| Loews Boulevard Cinemas, Inc. | ||||
| Loews Bristol Cinemas, Inc. | ||||
| Loews Broadway Cinemas, Inc. | ||||
| Loew’s California Theatres, Inc. | ||||
| Loews Centerpark Cinemas, Inc. | ||||
| Loews Century Mall Cinemas, Inc. | ||||
| Loews Cheri Cinemas, Inc. | ||||
| Loews Cherry Tree Mall Cinemas, Inc. | ||||
| Loews Chicago Cinemas, Inc. | ||||
| Loews Cineplex Entertainment Gift Card Corporation | ||||
| Loews Cineplex International Holdings, Inc. | ||||
| Loews Cineplex Theatres Holdco, Inc. | ||||
| Loews Citywalk Theatre Corporation | ||||
| Loews Connecticut Cinemas, Inc. | ||||
| Loews Crystal Run Cinemas, Inc. | ||||
| Loews Deauville North Cinemas, Inc. | ||||
| Loews East Hanover Cinemas, Inc. | ||||
| Loews East Village Cinemas, Inc. | ||||
| Loews Elmwood Cinemas, Inc. | ||||
| Loews Fort Worth Cinemas, Inc. | ||||
| Loews Freehold Mall Cinemas, Inc. | ||||
| Loews Fresh Pond Cinemas, Inc. | ||||
| Loews Greenwood Cinemas, Inc. | ||||
| Loews Houston Cinemas, Inc. | ||||
| Loews Lafayette Cinemas, Inc. | ||||
| Loews Levittown Cinemas, Inc. | ||||
| Loews Lincoln Plaza Cinemas, Inc. | ||||
| Loews Lincoln Theatre Holding Corp. | ||||
| Loews Meadowland Cinemas 8, Inc. | ||||
| Loews Meadowland Cinemas, Inc. | ||||
| Loews Merrillville Cinemas, Inc. | ||||
| Loews Montgomery Cinemas, Inc. | ||||
| Loews Mountainside Cinemas, Inc. | ||||
| Loews New Jersey Cinemas, Inc. | ||||
II-7
| Loews Newark Cinemas, Inc. | ||||
| Loews Orpheum Cinemas, Inc. | ||||
| Loews Palisades Center Cinemas, Inc. | ||||
| Loews Pentagon City Cinemas, Inc. | ||||
| Loews Piper’s Theatres, Inc. | ||||
| Loews Richmond Mall Cinemas, Inc. | ||||
| Loews Ridgefield Park Cinemas, Inc. | ||||
| Loews Rolling Meadows Cinemas, Inc. | ||||
| Loews Roosevelt Field Cinemas, Inc. | ||||
| Loews Stonybrook Cinemas, Inc. | ||||
| Loews Theatre Management Corp. | ||||
| Loews Theatres Clearing Corp. | ||||
| Loews Toms River Cinemas, Inc. | ||||
| Loews Trylon Theatre, Inc. | ||||
| Loews USA Cinemas Inc. | ||||
| Loews Vestal Cinemas, Inc. | ||||
| Loews Washington Cinemas, Inc. | ||||
| Loews West Long Branch Cinemas, Inc. | ||||
| Loews-Hartz Music Makers Theatres, Inc. | ||||
| LTM New York, Inc. | ||||
| LTM Turkish Holdings, Inc. | ||||
| Mid-States Theatres, Inc. | ||||
| Music Makers Theatres, Inc. | ||||
| New Brunswick Cinemas, Inc. | ||||
| Nickelodeon Boston, Inc. | ||||
| North Star Cinemas, Inc. | ||||
| Parkchester Amusement Corporation | ||||
| Parsippany Theatre Corp. | ||||
| Plitt Southern Theatres, Inc. | ||||
| Plitt Theatres, Inc. | ||||
| Poli-New England Theatres, Inc. | ||||
| Putnam Theatrical Corporation | ||||
| Red Bank Theatre Corporation | ||||
| RKO Century Warner Theatres, Inc. | ||||
| Rosemont Cinemas, Inc. | ||||
II-8
| S&J Theatres Inc. | ||||
| Sack Theatres, Inc. | ||||
| Skokie Cinemas, Inc. | ||||
| South Holland Cinemas, Inc. | ||||
| Star Theatres of Michigan, Inc. | ||||
| Star Theatres, Inc. | ||||
| Stroud Mall Cinemas, Inc. | ||||
| Talent Booking Agency, Inc. | ||||
| The Walter Reade Organization, Inc. | ||||
| Theater Holdings, Inc. | ||||
| Thirty-Fourth Street Cinemas, Inc. | ||||
| U.S.A. Cinemas, Inc. | ||||
| Webster Chicago Cinemas, Inc. | ||||
| White Marsh Cinemas, Inc. | ||||
| Woodfield Cinemas, Inc. | ||||
| Woodridge Cinemas, Inc. | ||||
| 3.5 | By-laws of LCE Mexican Holdings, Inc.* | |||
| 3.6 | By-laws of Loews Cineplex Theatres, Inc.* | |||
| 3.7 | Limited Liability Company Agreement of Loews Cineplex U.S. Callco, LLC.* | |||
| 3.8 | Limited Liability Company Agreement of Downtown Boston Cinemas, LLC.* | |||
| 3.9 | Limited Liability Company Agreement of Gateway Cinemas, LLC.* | |||
| 3.10 | Limited Liability Company Agreement of Loews North Versailles Cinemas, LLC.* | |||
| 3.11 | Limited Liability Company Agreement of Loews Plainville Cinemas, LLC.* | |||
| 3.12 | Limited Liability Company Agreement of Methuen Cinemas, LLC.* | |||
| 3.13 | Limited Liability Company Agreement of Ohio Cinemas, LLC.* | |||
| 3.14 | Limited Liability Company Agreement of Richmond Mall Cinemas, LLC.* | |||
| 3.15 | Limited Liability Company Agreement of Springfield Cinemas, LLC.* | |||
| 3.16 | Limited Liability Company Agreement of Waterfront Cinemas, LLC.* | |||
| 3.17 | Limited Liability Company Agreement of Lewisville Cinemas, LLC.* | |||
| 3.18 | Limited Liability Company Agreement of Loews Garden State Cinemas, LLC.* | |||
| 3.19 | Partnership Agreement of Loeks-Star Partners.* | |||
| 3.20 | By-Laws of LCE AcquisitionSub, Inc.* | |||
| 4.1 | Indenture dated as of July 30, 2004, among Loews Cineplex Entertainment Corporation, the Guarantors named therein, and U.S. Bank National Association, Trustee.* | |||
| 4.2 | Registration Rights Agreement dated as of July 30, 2004 by and among Loews Cineplex Entertainment Corporation, Credit Suisse First Boston LLC, Citicorp Global Capital Markets Inc., Bank of America Securities LLC, Deutsche Bank Securities Inc. and Lehman Brothers Inc.* | |||
II-9
| 5.1 | Opinion of Ropes & Gray LLP.* | |||
| 5.2 | Opinion of Cohn Birnbaum & Shea.* | |||
| 5.3 | Opinion of Mayer, Brown, Rowe & Maw LLP.* | |||
| 5.4 | Opinion of Hackman Hulett & Cracraft, LLP.* | |||
| 5.5 | Opinion of Ballard Spahr Andrews & Ingersoll, LLP.* | |||
| 5.6 | Opinion of Warner Norcross & Judd LLP. | |||
| 5.7 | Opinion of Porter Wright Morris & Arthur LLP.* | |||
| 5.8 | Opinion of Fulbright & Jaworski, L.L.P.* | |||
| 5.9 | Opinion of Ballard Spahr Andrews & Ingersol, LLP.* | |||
| 9.1 | Stockholders Agreement dated as of July 30, 2004 among Loews Cineplex Entertainment Corporation, LCE Holdings, Inc. and Certain Stockholders of LCE Holdings, Inc.* | |||
| 9.2 | Management Stockholders Agreement dated as of January 12, 2005 among LCE Holdings, Inc., LCE Intermediate Holdings, Inc., LCE Holdco LLC, Loews Cineplex Entertainment Corporation and Certain Stockholders of LCE Holdings, Inc.* | |||
| 10.1 | Credit Agreement dated as of July 30, 2004 among Loews Cineplex Entertainment Corporation, Grupo Cinemex, S.A. DE C.V., Cadena Mexicana De Exhibición, S.A. de C.V., LCE Holdco, LLC, Citigroup Global Markets Inc. and Credit Suisse First Boston, as Joint Lead Arrangers and Joint Bookrunners, Credit Suisse First Boston, as Syndication Agent, Bank Of America, N.A., Deutsche Bank AG Cayman Islands Branch and Lehman Commercial Paper Inc., as Co-Documentation Agents, Citicorp North America, Inc., as Administrative Agent, Dollar Swing Line Lender and L/C Issuer and Banco Nacional de Mexico, S.A., Integrante Del Grupo Financiero Banamex, as Mexican Administrative Agent and Peso Swing Line Lender.* | |||
| 10.2 | Security Agreement dated as of July 30, 2004 between Loews Cineplex Entertainment Corporation, the Grantors referred to therein as Grantors and Credit Suisse First Boston, as administrative agent.* | |||
| 10.3 | Loan Agreement dated as of August 16, 2004 between Grupo Cinemex, S.A. de C.V. and Cadena Mexicana De Exhibición, S.A. de C.V.* | |||
| 10.4 | Revolving Loan Agreement dated as of August 16, 2004 between Grupo Cinemex, S.A. de C.V. and Cadena Mexicana De Exhibición, S.A. de C.V.* | |||
| 10.5 | Subsidiary Guaranty dated as of July 30, 2004 from Subsidiary Guarantors named therein in favor of the secured parties referred to in the Credit Agreement referred to therein.* | |||
| 10.6 | Management Agreement dated as of July 30, 2004 by and among Loews Cineplex Entertainment Corporation, LCE Holdings, Inc., Bain Capital Partners, LLC, The Carlyle Group, and Spectrum Equity Investors.* | |||
| 10.7 | Employment Agreement between Travis Reid and Loews Cineplex Entertainment Corporation dated January 1, 2005.* | |||
| 10.8 | Employment Agreement between Miguel Davila and Loews Cineplex Entertainment Corporation dated November 10, 2004.* | |||
| 10.9 | Amended and Restated Management Stock Option Plan for LCE Holdings, Inc. and LCE Intermediate Holdings, Inc.* | |||
| 10.10 | Joint Venture Agreement, dated as of April 27, 1998, by and among LTM Spanish Holdings, Inc. and Ricardo Evole Martil, as amended on July 7, 2003.* | |||
II-10
| 10.11 | Amended and Restated Joint Venture Agreement, dated as of July 25, 2002, by and among Megabox Cineplex, Inc., Mediaplex, Inc., Loews Cineplex Entertainment Corporation and Loews Cineplex International Holdings, Inc.* | |||
| 10.12 | Amended and Restated Registration Rights Agreement dated as of January 12, 2005 among LCE Holdings, Inc., LCE Intermediate Holdings, Inc., LCE Holdco LLC, Loews Cineplex Entertainment Corporation and Certain Stockholders of LCE Holdings, Inc.* | |||
| 10.13 | Form of Indemnification Agreement between Loews Cineplex Entertainment Corporation and each of Michael Politi and Bryan Berndt.* | |||
| 10.14 | Form of Indemnification Agreement between Loews Cineplex Entertainment Corporation and each of Travis Reid, John Walker, David Badain and Seymour Smith.* | |||
| 10.15 | Form of Option Agreement of LCE Holdings, Inc. and LCE Intermediate Holdings, Inc.* | |||
| 10.16 | Option Agreement between LCE Holdings, Inc., LCE Intermediate Holdings, Inc. and Travis Reid.* | |||
| 12 | Statement of Computation of Ratio of Earnings to Fixed Charges.* | |||
| 21 | Subsidiaries.* | |||
| 23.1 | Consent of PricewaterhouseCoopers LLP regarding Loews financial statements.* | |||
| 23.2 | Consent of Samil PricewaterhouseCoopers.* | |||
| 23.3 | Consent of PricewaterhouseCoopers LLP regarding AMC Entertainment Inc. financial statements.* | |||
| 23.4 | Consent of Ropes & Gray LLP (included in the opinion previously filed).* | |||
| 23.5 | Consent of Cohn Birnbaum & Shea (included in the opinion previously filed).* | |||
| 23.6 | Consent of Mayer, Brown, Rowe & Maw LLP (included in the opinion previously filed).* | |||
| 23.7 | Consent of Hackman Hulett & Cracraft, LLP (included in the opinion previously filed).* | |||
| 23.8 | Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in the opinion previously filed).* | |||
| 23.9 | Consent of Warner Norcross & Judd LLP (included in the opinion filed herewith). | |||
| 23.10 | Consent of Porter Wright Morris & Arthur LLP (included in the opinion previously filed).* | |||
| 23.11 | Consent of Fulbright & Jaworski, L.L.P. (included in the opinion previously filed).* | |||
| 25 | Statement of Eligibility of Trustee on Form T-1 of U.S. Bank as Trustee.* | |||
| 99.1 | Form of Letter of Transmittal.* | |||
| 99.2 | Form of Notice of Guaranteed Delivery.* | |||
| * | Previously filed |
II-11
(b) Financial Statement Schedules
The following financial statement schedules of the Company are included in Part II of the Registration Statement:
Report of Independent Registered Public Accounting Firm on Financial Statement Schedule |
Valuation and Qualifying Accounts |
All other schedules for which provision is made in the applicable accounting regulations of the Commission are not required under the related instructions, are inapplicable or not material, or the information called for thereby is otherwise included in the financial statements and therefore has been omitted.
Item 22.Undertakings
(a) Each of the undersigned registrants hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) Each of the undersigned registrants hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 22 or 13 of this S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.
(c) Each of the undersigned registrants hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.
(d) Insofar as indemnification for liabilities arising under Securities Act of 1933 may be permitted to directors, officers and controlling persons of each of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such
II-12
indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by either of the registrants of expenses incurred or paid by a director, officer or controlling person of either of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, each of the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
(e) Each of the undersigned registrants hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable form.
(f) Each of the undersigned registrants hereby undertakes that every prospectus (i) that is filed pursuant to the immediately preceding paragraph or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
II-13
SIGNATURES
Pursuant to the requirements of the Securities Act, Loews Cineplex Entertainment Corporation has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York on August 11, 2005.
LOEWS CINEPLEX ENTERTAINMENT CORPORATION |
* |
Travis Reid President, Chief Executive Officer and Director |
Pursuant to the requirements of the Securities Act, this Amendment No. 5 to this registration statement has been signed by the following persons in the capacities and as of the dates indicated.
Signature | Title | Date | ||
| Principal Executive Officer: | ||||
* Travis Reid | President, Chief Executive Officer and Director | August 11, 2005 | ||
| Principal Financial and Accounting Officer: | ||||
/S/ JOHN J. WALKER John J. Walker | Senior Vice President, Chief Financial Officer and Treasurer | August 11, 2005 | ||
* Miguel Ángel Dávila | CEO Cinemex and Director | August 11, 2005 | ||
* John Connaughton | Director | August 11, 2005 | ||
* Philip Loughlin | Director | August 11, 2005 | ||
* Ian Reynolds | Director | August 11, 2005 | ||
Signature | Title | Date | ||
* Michael Connelly | Director | August 11, 2005 | ||
* Allan Holt | Director | August 11, 2005 | ||
* Eliot Merrill | Director | August 11, 2005 | ||
* Brion Applegate | Director | August 11, 2005 | ||
* Benjamin Coughlin | Director | August 11, 2005 | ||
*BY /S/ JOHN J. WALKER John J. Walker Attorney-in-Fact | ||||
SIGNATURES
Pursuant to the requirements of the Securities Act, each of the Registrants listed below has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York on August 11, 2005.
| 71ST & 3RD AVE. CORP. | ||
BRICK PLAZA CINEMAS, INC. | ||
CITYPLACE CINEMAS, INC. | ||
CRESCENT ADVERTISING CORPORATION | ||
CRESTWOOD CINEMAS, INC. | ||
ETON AMUSEMENT CORPORATION | ||
FALL RIVER CINEMA, INC. | ||
FARMERS CINEMAS, INC. | ||
FORTY-SECOND STREET CINEMAS, INC. | ||
FOUNTAIN CINEMAS, INC. | ||
HAWTHORNE AMUSEMENT CORPORATION | ||
HINSDALE AMUSEMENT CORPORATION | ||
ILLINOIS CINEMAS, INC. | ||
JERSEY GARDEN CINEMAS, INC. | ||
KIPS BAY CINEMAS, INC. | ||
LANCE THEATRE CORPORATION | ||
LCE ACQUISITIONSUB, INC. | ||
LCE MEXICAN HOLDINGS, INC. | ||
LIBERTY TREE CINEMA CORP. | ||
LOEKS ACQUISITION CORP. | ||
LOEWS AKRON CINEMAS, INC. | ||
LOEWS ARLINGTON CINEMAS, INC. | ||
LOEWS ARLINGTON WEST CINEMAS, INC. | ||
LOEWS ASTOR PLAZA, INC. | ||
LOEWS BALTIMORE CINEMAS, INC. | ||
LOEWS BAY TERRACE CINEMAS, INC. | ||
LOEWS BEREA CINEMAS, INC. | ||
LOEWS BOULEVARD CINEMAS, INC. | ||
LOEWS BRISTOL CINEMAS, INC. | ||
LOEWS BROADWAY CINEMAS, INC. | ||
LOEW’S CALIFORNIA THEATRES, INC. | ||
LOEWS CENTERPARK CINEMAS, INC. | ||
LOEWS CENTURY MALL CINEMAS, INC. | ||
LOEWS CHERI CINEMAS, INC. | ||
LOEWS CHERRY TREE MALL CINEMAS, INC. | ||
LOEWS CHICAGO CINEMAS, INC. | ||
LOEWS CINEPLEX ENTERTAINMENT GIFT CARD CORPORATION | ||
LOEWS CINEPLEX INTERNATIONAL HOLDINGS, INC. | ||
LOEWS CINEPLEX THEATRES, INC. | ||
LOEWS CINEPLEX THEATRES HOLDCO, INC. | ||
LOEWS CITYWALK THEATRE CORPORATION | ||
LOEWS CONNECTICUT CINEMAS, INC. | ||
LOEWS CRYSTAL RUN CINEMAS, INC. | ||
LOEWS DEAUVILLE NORTH CINEMAS, INC. | ||
LOEWS EAST HANOVER CINEMAS, INC. |
LOEWS EAST VILLAGE CINEMAS, INC. | ||
LOEWS ELMWOOD CINEMAS, INC. | ||
LOEWS FORT WORTH CINEMAS, INC. | ||
LOEWS FREEHOLD MALL CINEMAS, INC. | ||
LOEWS FRESH POND CINEMAS, INC. | ||
LOEWS GREENWOOD CINEMAS, INC. | ||
LOEWS HOUSTON CINEMAS, INC. | ||
LOEWS LAFAYETTE CINEMAS, INC. | ||
LOEWS LEVITTOWN CINEMAS, INC. | ||
LOEWS LINCOLN PLAZA CINEMAS, INC. | ||
LOEWS LINCOLN THEATRE HOLDING CORP. | ||
LOEWS MEADOWLAND CINEMAS 8, INC. | ||
LOEWS MEADOWLAND CINEMAS, INC. | ||
LOEWS MERRILLVILLE CINEMAS, INC. | ||
LOEWS MONTGOMERY CINEMAS, INC. | ||
LOEWS MOUNTAINSIDE CINEMAS, INC. | ||
LOEWS NEW JERSEY CINEMAS, INC. | ||
LOEWS NEWARK CINEMAS, INC. | ||
LOEWS ORPHEUM CINEMAS, INC. | ||
LOEWS PALISADES CENTER CINEMAS, INC. | ||
LOEWS PENTAGON CITY CINEMAS, INC. | ||
LOEWS PIPER’S THEATRES, INC. | ||
LOEWS RICHMOND MALL CINEMAS, INC. | ||
LOEWS RIDGEFIELD PARK CINEMAS, INC. | ||
LOEWS ROLLING MEADOWS CINEMAS, INC. | ||
LOEWS ROOSEVELT FIELD CINEMAS, INC. | ||
LOEWS STONYBROOK CINEMAS, INC. | ||
LOEWS THEATRE MANAGEMENT CORP. | ||
LOEWS THEATRES CLEARING CORP. | ||
LOEWS TOMS RIVER CINEMAS, INC. | ||
LOEWS TRYLON THEATRE, INC. | ||
LOEWS USA CINEMAS INC. | ||
LOEWS VESTAL CINEMAS, INC. | ||
LOEWS WASHINGTON CINEMAS, INC. | ||
LOEWS WEST LONG BRANCH CINEMAS, INC. | ||
LOEWS-HARTZ MUSIC MAKERS THEATRES, INC. | ||
LTM NEW YORK, INC. | ||
LTM TURKISH HOLDINGS, INC. | ||
MID-STATES THEATRES, INC. | ||
MUSIC MAKERS THEATRES, INC. | ||
NEW BRUNSWICK CINEMAS, INC. | ||
NICKELODEON BOSTON, INC. | ||
NORTH STAR CINEMAS, INC. | ||
PARKCHESTER AMUSEMENT CORPORATION | ||
PARSIPPANY THEATRE CORP. | ||
PLITT SOUTHERN THEATRES, INC. | ||
PLITT THEATRES, INC. | ||
POLI-NEW ENGLAND THEATRES, INC. | ||
PUTNAM THEATRICAL CORPORATION | ||
RED BANK THEATRE CORPORATION |
RKO CENTURY WARNER THEATRES, INC. | ||
ROSEMONT CINEMAS, INC. | ||
S&J THEATRES INC. | ||
SACK THEATRES, INC. | ||
SKOKIE CINEMAS, INC. | ||
SOUTH HOLLAND CINEMAS, INC. | ||
STAR THEATRES OF MICHIGAN, INC. | ||
STAR THEATRES, INC. | ||
STROUD MALL CINEMAS, INC. | ||
TALENT BOOKING AGENCY, INC. | ||
THE WALTER READE ORGANIZATION, INC. | ||
THEATER HOLDINGS, INC. | ||
THIRTY-FOURTH STREET CINEMAS, INC. | ||
U.S.A. CINEMAS, INC. | ||
WEBSTER CHICAGO CINEMAS, INC. | ||
WHITE MARSH CINEMAS, INC. | ||
WOODFIELD CINEMAS, INC. | ||
WOODRIDGE CINEMAS, INC. | ||
* | ||
Travis Reid President, Chief Executive Officer and Director | ||
Pursuant to the requirements of the Securities Act, this Amendment No. 4 to this registration statement has been signed by the following persons in the capacities and as of the dates indicated.
Signature | Title | Date | ||
| Principal Executive Officer: | ||||
* Travis Reid | President, Chief Executive Officer and Director | August 11, 2005 | ||
| Principal Financial and Accounting Officer: | ||||
/S/ JOHN J. WALKER John J. Walker | Senior Vice President, Chief Financial Officer, Treasurer and Director | August 11, 2005 | ||
* Michael Politi | Senior Vice President, General Counsel, Secretary and Director | August 11, 2005 | ||
*BY /S/ JOHN J. WALKER John J. Walker Attorney-in-Fact | ||||
SIGNATURES
Pursuant to the requirements of the Securities Act, each of the Registrants listed below has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York on August 11, 2005.
DOWNTOWN BOSTON CINEMAS, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC |
* |
Travis Reid President and Chief Executive Officer of Plitt Theatres, Inc., the Sole Member |
Pursuant to the requirements of the Securities Act, this Amendment No. 4 to this registration statement has been signed by the following persons in the capacities and as of the dates indicated.
Signature | Title | Date | ||
| Principal Executive Officer: | ||||
* Travis Reid | President and Chief Executive Officer of Sole Member | August 11, 2005 | ||
| Principal Financial and Accounting Officer: | ||||
/S/ JOHN J. WALKER John J. Walker | Senior Vice President, Chief Financial Officer and Treasurer of Sole Member | August 11, 2005 | ||
* Michael Politi | Senior Vice President, General Counsel and Secretary of Sole Member | August 11, 2005 | ||
*BY /S/ JOHN J. WALKER John J. Walker Attorney-in-Fact | ||||
SIGNATURES
Pursuant to the requirements of the Securities Act, each of the Registrants listed below has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York on August 11, 2005.
GATEWAY CINEMAS, LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC |
* |
Travis Reid President and Chief Executive Officer of RKO Century Warner Theatres, Inc., the Sole Member |
Pursuant to the requirements of the Securities Act, this Amendment No. 4 to this registration statement has been signed by the following persons in the capacities and as of the dates indicated.
Signature | Title | Date | ||
| Principal Executive Officer: | ||||
* Travis Reid | President and Chief Executive Officer of Sole Member | August 11, 2005 | ||
| Principal Financial and Accounting Officer: | ||||
/S/ JOHN J. WALKER John J. Walker | Senior Vice President, Chief Financial Officer and Treasurer of Sole Member | August 11, 2005 | ||
* Michael Politi | Senior Vice President, General Counsel and Secretary of Sole Member | August 11, 2005 | ||
*BY /S/ JOHN J. WALKER John J. Walker Attorney-in-Fact | ||||
SIGNATURES
Pursuant to the requirements of the Securities Act, Loews Cineplex U.S. Callco, LLC has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York on August 11, 2005.
LOEWS CINEPLEX U.S. CALLCO, LLC |
* |
Travis Reid President and Chief Executive Officer of Loews Cineplex Theatres, Inc., the Sole Member |
Pursuant to the requirements of the Securities Act, this Amendment No. 4 to this registration statement has been signed by the following persons in the capacities and as of the dates indicated.
Signature | Title | Date | ||
| Principal Executive Officer: | ||||
* Travis Reid | President and Chief Executive Officer of Sole Member | August 11, 2005 | ||
| Principal Financial and Accounting Officer: | ||||
/S/ JOHN J. WALKER John J. Walker | Senior Vice President, Chief Financial Officer and Treasurer of Sole Member | August 11, 2005 | ||
* Michael Politi | Senior Vice President, General Counsel and Secretary of Sole Member | August 11, 2005 | ||
*BY /S/ JOHN J. WALKER John J. Walker Attorney-in-Fact | ||||
SIGNATURES
Pursuant to the requirements of the Securities Act, Loeks Star Partners has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York on August 11, 2005.
LOEKS STAR PARTNERS |
* |
Travis Reid President and Chief Executive Officer of Star Theatres of Michigan, Inc., a General Partner |
Pursuant to the requirements of the Securities Act, this Amendment No. 4 to this registration statement has been signed by the following persons in the capacities and as of the dates indicated.
Signature | Title | Date | ||
| Principal Executive Officer: | ||||
* Travis Reid | President and Chief Executive Officer of General Partner | August 11, 2005 | ||
| Principal Financial and Accounting Officer: | ||||
/S/ JOHN J. WALKER John J. Walker | Senior Vice President, Chief Financial Officer and Treasurer of General Partner | August 11, 2005 | ||
* Michael Politi | Senior Vice President, General Counsel and Secretary of General Partner | August 11, 2005 | ||
*BY /S/ JOHN J. WALKER John J. Walker Attorney-in-Fact | ||||
EXHIBIT INDEX
Exhibit Number | Description of Exhibits | |
| 2.1 | Stock Purchase Agreement dated as of June 18, 2004, among LCE Holdings, Inc., Loews Cineplex Entertainment Corporation and the other persons identified therein.* | |
| 2.2 | Agreement and Plan of Merger, dated as of June 20, 2005, by and among Marquee Holdings Inc., a Delaware corporation, and LCE Holdings, Inc., a Delaware corporation.* | |
| 3.1 | Certificate of Incorporation of Loews Cineplex Entertainment Corporation, with amendments.* | |
| Certificates of Incorporation or corresponding instrument, with amendments, of the following additional registrants: | ||
| 3.2.1 | Loews Citywalk Theatre Corporation* | |
| 3.2.2 | S&J Theatres, Inc.* | |
| 3.2.3 | Loews Bristol Cinemas, Inc.* | |
| 3.2.4 | Loews Connecticut Cinemas, Inc.* | |
| 3.2.5 | Downtown Boston Cinemas, LLC* | |
| 3.2.6 | Farmers Cinemas, Inc.* | |
| 3.2.7 | Gateway Cinemas, LLC* | |
| 3.2.8 | Kips Bay Cinemas, Inc.* | |
| 3.2.9 | LCE Mexican Holdings, Inc.* | |
| 3.2.10 | Lewisville Cinemas, LLC* | |
| 3.2.11 | Loeks Acquisition Corp.* | |
| 3.2.12 | Loews Akron Cinemas, Inc.* | |
| 3.2.13 | Loews Arlington Cinemas, Inc.* | |
| 3.2.14 | Loews Bay Terrace Cinemas, Inc.* | |
| 3.2.15 | Loews Berea Cinemas, Inc.* | |
| 3.2.16 | Loews Cineplex International Holdings, Inc.* | |
| 3.2.17 | Loews Cineplex Theatres, Inc.* | |
| 3.2.18 | Loews Cineplex Theatres Holdco, Inc.* | |
| 3.2.19 | Loews Cineplex U.S. Callco, LLC* | |
| 3.2.20 | Loews Garden State Cinemas, LLC* | |
| 3.2.21 | Loews Greenwood Cinemas, Inc.* | |
| 3.2.22 | Loews North Versailles Cinemas, LLC* | |
| 3.2.23 | Loews Plainville Cinemas, LLC* | |
| 3.2.24 | Loews Stonybrook Cinemas, Inc.* | |
| 3.2.25 | Loews Theatre Management Corp.* | |
| 3.2.26 | Loews Theatres Clearing Corp.* | |
| 3.2.27 | Loews USA Cinemas Inc.* | |
| 3.2.28 | Loews Vestal Cinemas, Inc.* | |
Exhibit Number | Description of Exhibits | |
| 3.2.29 | Loews Washington Cinemas, Inc.* | |
| 3.2.30 | LTM New York, Inc.* | |
| 3.2.31 | LTM Turkish Holdings, Inc.* | |
| 3.2.32 | Methuen Cinemas, LLC* | |
| 3.2.33 | Ohio Cinemas, LLC* | |
| 3.2.34 | Plitt Southern Theatres, Inc.* | |
| 3.2.35 | Plitt Theatres, Inc.* | |
| 3.2.36 | Poli-New England Theatres, Inc.* | |
| 3.2.37 | Richmond Mall Cinemas, LLC* | |
| 3.2.38 | RKO Century Warner Theatres, Inc.* | |
| 3.2.39 | Springfield Cinemas, LLC* | |
| 3.2.40 | Star Theatres of Michigan, Inc.* | |
| 3.2.41 | Star Theatres, Inc.* | |
| 3.2.42 | The Walter Reade Organization, Inc.* | |
| 3.2.43 | Theater Holdings, Inc.* | |
| 3.2.44 | U.S.A. Cinemas, Inc.* | |
| 3.2.45 | Waterfront Cinemas, LLC* | |
| 3.2.46 | Crestwood Cinemas, Inc.* | |
| 3.2.47 | Illinois Cinemas, Inc.* | |
| 3.2.48 | Loews Chicago Cinemas, Inc.* | |
| 3.2.49 | Loews Merrillville Cinemas, Inc.* | |
| 3.2.50 | Loews Piper’s Theatres, Inc.* | |
| 3.2.51 | Loews Rolling Meadows Cinemas, Inc.* | |
| 3.2.52 | North Star Cinemas, Inc.* | |
| 3.2.53 | Rosemont Cinemas, Inc.* | |
| 3.2.54 | Skokie Cinemas, Inc.* | |
| 3.2.55 | South Holland Cinemas, Inc.* | |
| 3.2.56 | Webster Chicago Cinemas, Inc.* | |
| 3.2.57 | Woodfield Cinemas, Inc.* | |
| 3.2.58 | Woodridge Cinemas, Inc.* | |
| 3.2.59 | Loews Century Mall Cinemas, Inc.* | |
| 3.2.60 | Loews Cherry Tree Mall Cinemas, Inc.* | |
Exhibit Number | Description of Exhibits | |
| 3.2.61 | Loews Lafayette Cinemas, Inc.* | |
| 3.2.62 | Fall River Cinema, Inc.* | |
| 3.2.63 | Liberty Tree Cinema Corp.* | |
| 3.2.64 | Loews Cheri Cinemas, Inc.* | |
| 3.2.65 | Loews Fresh Pond Cinemas, Inc.* | |
| 3.2.66 | Nickelodeon Boston, Inc.* | |
| 3.2.67 | Sack Theatres, Inc.* | |
| 3.2.68 | Loews Baltimore Cinemas, Inc.* | |
| 3.2.69 | Loews Centerpark Cinemas, Inc.* | |
| 3.2.70 | Brick Plaza Cinemas, Inc.* | |
| 3.2.71 | Jersey Garden Cinemas, Inc.* | |
| 3.2.72 | Loews East Hanover Cinemas, Inc.* | |
| 3.2.73 | Loews Freehold Mall Cinemas, Inc.* | |
| 3.2.74 | Loews Meadowland Cinemas 8, Inc.* | |
| 3.2.75 | Loews Meadowland Cinemas, Inc.* | |
| 3.2.76 | Loews Mountainside Cinemas, Inc.* | |
| 3.2.77 | Loews New Jersey Cinemas, Inc.* | |
| 3.2.78 | Loews Newark Cinemas, Inc.* | |
| 3.2.79 | Loews Ridgefield Park Cinemas, Inc.* | |
| 3.2.80 | Loews Toms River Cinemas, Inc.* | |
| 3.2.81 | Loews West Long Branch Cinemas, Inc.* | |
| 3.2.82 | Loews-Hartz Music Makers Theatres, Inc.* | |
| 3.2.83 | Music Makers Theatres, Inc.* | |
| 3.2.84 | New Brunswick Cinemas, Inc.* | |
| 3.2.85 | Parsippany Theatre Corp.* | |
| 3.2.86 | Red Bank Theatre Corporation* | |
| 3.2.87 | White Marsh Cinemas, Inc.* | |
| 3.2.88 | 71st & 3rd Ave. Corp.* | |
| 3.2.89 | Crescent Advertising Corporation* | |
| 3.2.90 | Eton Amusement Corporation* | |
| 3.2.91 | Forty-Second Street Cinemas, Inc.* | |
| 3.2.92 | Hawthorne Amusement Corporation* | |
| 3.2.93 | Hinsdale Amusement Corporation* | |
Exhibit Number | Description of Exhibits | |
| 3.2.94 | Lance Theatre Corporation* | |
| 3.2.95 | Loews Astor Plaza, Inc.* | |
| 3.2.96 | Loews Boulevard Cinemas, Inc.* | |
| 3.2.97 | Loews Broadway Cinemas, Inc.* | |
| 3.2.98 | Loew’s California Theatres, Inc.* | |
| 3.2.99 | Loews Crystal Run Cinemas, Inc.* | |
| 3.2.100 | Loews East Village Cinemas, Inc.* | |
| 3.2.101 | Loews Elmwood Cinemas, Inc.* | |
| 3.2.102 | Loews Levittown Cinemas, Inc.* | |
| 3.2.103 | Loews Lincoln Theatre Holding Corp.* | |
| 3.2.104 | Loews Orpheum Cinemas, Inc.* | |
| 3.2.105 | Loews Palisades Center Cinemas, Inc.* | |
| 3.2.106 | Loews Roosevelt Field Cinemas, Inc.* | |
| 3.2.107 | Loews Trylon Theatre, Inc.* | |
| 3.2.108 | Parkchester Amusement Corporation* | |
| 3.2.109 | Putnam Theatrical Corporation* | |
| 3.2.110 | Talent Booking Agency, Inc.* | |
| 3.2.111 | Thirty-Fourth Street Cinemas, Inc.* | |
| 3.2.112 | Loews Richmond Mall Cinemas, Inc.* | |
| 3.2.113 | Mid-States Theatres, Inc.* | |
| 3.2.114 | Loews Montgomery Cinemas, Inc.* | |
| 3.2.115 | Stroud Mall Cinemas, Inc.* | |
| 3.2.116 | Cityplace Cinemas, Inc.* | |
| 3.2.117 | Fountain Cinemas, Inc.* | |
| 3.2.118 | Loews Arlington West Cinemas, Inc.* | |
| 3.2.119 | Loews Deauville North Cinemas, Inc.* | |
| 3.2.120 | Loews Fort Worth Cinemas, Inc.* | |
| 3.2.121 | Loews Houston Cinemas, Inc.* | |
| 3.2.122 | Loews Lincoln Plaza Cinemas, Inc.* | |
| 3.2.123 | Loews Cineplex Entertainment Gift Card Corporation* | |
| 3.2.124 | Loews Pentagon City Cinemas, Inc.* | |
| 3.2.125 | LCE AcquisitionSub, Inc.* | |
| 3.3 | By-laws of Loews Cineplex Entertainment Corporation.* | |
Exhibit Number | Description of Exhibits | |||
| 3.4 | By-laws of the following Additional Registrants:* | |||
| 71st & 3rd Ave. Corp. | ||||
| Brick Plaza Cinemas, Inc. | ||||
| Cityplace Cinemas, Inc. | ||||
| Crescent Advertising Corporation | ||||
| Crestwood Cinemas, Inc. | ||||
| Eton Amusement Corporation | ||||
| Fall River Cinema, Inc. | ||||
| Farmers Cinemas, Inc. | ||||
| Forty-Second Street Cinemas, Inc. | ||||
| Fountain Cinemas, Inc. | ||||
| Hawthorne Amusement Corporation | ||||
| Hinsdale Amusement Corporation | ||||
| Illinois Cinemas, Inc. | ||||
| Jersey Garden Cinemas, Inc. | ||||
| Kips Bay Cinemas, Inc. | ||||
| Lance Theatre Corporation | ||||
| Liberty Tree Cinema Corp. | ||||
| Loeks Acquisition Corp. | ||||
| Loews Akron Cinemas, Inc. | ||||
| Loews Arlington Cinemas, Inc. | ||||
| Loews Arlington West Cinemas, Inc. | ||||
| Loews Astor Plaza, Inc. | ||||
| Loews Baltimore Cinemas, Inc. | ||||
| Loews Bay Terrace Cinemas, Inc. | ||||
| Loews Berea Cinemas, Inc. | ||||
| Loews Boulevard Cinemas, Inc. | ||||
| Loews Bristol Cinemas, Inc. | ||||
| Loews Broadway Cinemas, Inc. | ||||
| Loew’s California Theatres, Inc. | ||||
| Loews Centerpark Cinemas, Inc. | ||||
| Loews Century Mall Cinemas, Inc. | ||||
Exhibit Number | Description of Exhibits | |
| Loews Cheri Cinemas, Inc. | ||
| Loews Cherry Tree Mall Cinemas, Inc. | ||
| Loews Chicago Cinemas, Inc. | ||
| Loews Cineplex Entertainment Gift Card Corporation | ||
| Loews Cineplex International Holdings, Inc. | ||
| Loews Cineplex Theatres Holdco, Inc. | ||
| Loews Citywalk Theatre Corporation | ||
| Loews Connecticut Cinemas, Inc. | ||
| Loews Crystal Run Cinemas, Inc. | ||
| Loews Deauville North Cinemas, Inc. | ||
| Loews East Hanover Cinemas, Inc. | ||
| Loews East Village Cinemas, Inc. | ||
| Loews Elmwood Cinemas, Inc. | ||
| Loews Fort Worth Cinemas, Inc. | ||
| Loews Freehold Mall Cinemas, Inc. | ||
| Loews Fresh Pond Cinemas, Inc. | ||
| Loews Greenwood Cinemas, Inc. | ||
| Loews Houston Cinemas, Inc. | ||
| Loews Lafayette Cinemas, Inc. | ||
| Loews Levittown Cinemas, Inc. | ||
| Loews Lincoln Plaza Cinemas, Inc. | ||
| Loews Lincoln Theatre Holding Corp. | ||
| Loews Meadowland Cinemas 8, Inc. | ||
| Loews Meadowland Cinemas, Inc. | ||
| Loews Merrillville Cinemas, Inc. | ||
| Loews Montgomery Cinemas, Inc. | ||
| Loews Mountainside Cinemas, Inc. | ||
| Loews New Jersey Cinemas, Inc. | ||
| Loews Newark Cinemas, Inc. | ||
| Loews Orpheum Cinemas, Inc. | ||
| Loews Palisades Center Cinemas, Inc. | ||
| Loews Pentagon City Cinemas, Inc. | ||
| Loews Piper’s Theatres, Inc. | ||
Exhibit Number | Description of Exhibits | |
| Loews Richmond Mall Cinemas, Inc. | ||
| Loews Ridgefield Park Cinemas, Inc. | ||
| Loews Rolling Meadows Cinemas, Inc. | ||
| Loews Roosevelt Field Cinemas, Inc. | ||
| Loews Stonybrook Cinemas, Inc. | ||
| Loews Theatre Management Corp. | ||
| Loews Theatres Clearing Corp. | ||
| Loews Toms River Cinemas, Inc. | ||
| Loews Trylon Theatre, Inc. | ||
| Loews USA Cinemas Inc. | ||
| Loews Vestal Cinemas, Inc. | ||
| Loews Washington Cinemas, Inc. | ||
| Loews West Long Branch Cinemas, Inc. | ||
| Loews-Hartz Music Makers Theatres, Inc. | ||
| LTM New York, Inc. | ||
| LTM Turkish Holdings, Inc. | ||
| Mid-States Theatres, Inc. | ||
| Music Makers Theatres, Inc. | ||
| New Brunswick Cinemas, Inc. | ||
| Nickelodeon Boston, Inc. | ||
| North Star Cinemas, Inc. | ||
| Parkchester Amusement Corporation | ||
| Parsippany Theatre Corp. | ||
| Plitt Southern Theatres, Inc. | ||
| Plitt Theatres, Inc. | ||
| Poli-New England Theatres, Inc. | ||
| Putnam Theatrical Corporation | ||
| Red Bank Theatre Corporation | ||
| RKO Century Warner Theatres, Inc. | ||
| Rosemont Cinemas, Inc. | ||
| S&J Theatres Inc. | ||
| Sack Theatres, Inc. | ||
| Skokie Cinemas, Inc. | ||
Exhibit Number | Description of Exhibits | |
| South Holland Cinemas, Inc. | ||
| Star Theatres of Michigan, Inc. | ||
| Star Theatres, Inc. | ||
| Stroud Mall Cinemas, Inc. | ||
| Talent Booking Agency, Inc. | ||
| The Walter Reade Organization, Inc. | ||
| Theater Holdings, Inc. | ||
| Thirty-Fourth Street Cinemas, Inc. | ||
| U.S.A. Cinemas, Inc. | ||
| Webster Chicago Cinemas, Inc. | ||
| White Marsh Cinemas, Inc. | ||
| Woodfield Cinemas, Inc. | ||
| Woodridge Cinemas, Inc. | ||
| 3.5 | By-laws of LCE Mexican Holdings, Inc.* | |
| 3.6 | By-laws of Loews Cineplex Theatres, Inc.* | |
| 3.7 | Limited Liability Company Agreement of Loews Cineplex U.S. Callco, LLC.* | |
| 3.8 | Limited Liability Company Agreement of Downtown Boston Cinemas, LLC.* | |
| 3.9 | Limited Liability Company Agreement of Gateway Cinemas, LLC.* | |
| 3.10 | Limited Liability Company Agreement of Loews North Versailles Cinemas, LLC.* | |
| 3.11 | Limited Liability Company Agreement of Loews Plainville Cinemas, LLC.* | |
| 3.12 | Limited Liability Company Agreement of Methuen Cinemas, LLC.* | |
| 3.13 | Limited Liability Company Agreement of Ohio Cinemas, LLC.* | |
| 3.14 | Limited Liability Company Agreement of Richmond Mall Cinemas, LLC.* | |
| 3.15 | Limited Liability Company Agreement of Springfield Cinemas, LLC.* | |
| 3.16 | Limited Liability Company Agreement of Waterfront Cinemas, LLC.* | |
| 3.17 | Limited Liability Company Agreement of Lewisville Cinemas, LLC.* | |
| 3.18 | Limited Liability Company Agreement of Loews Garden State Cinemas, LLC.* | |
| 3.19 | Partnership Agreement of Loeks-Star Partners.* | |
| 3.20 | By-Laws of LCE AcquisitionSub, Inc.* | |
| 4.1 | Indenture dated as of July 30, 2004, among Loews Cineplex Entertainment Corporation, the Guarantors named therein, and U.S. Bank National Association, Trustee.* | |
| 4.2 | Registration Rights Agreement dated as of July 30, 2004 by and among Loews Cineplex Entertainment Corporation, Credit Suisse First Boston LLC, Citicorp Global Capital Markets Inc., Bank of America Securities LLC, Deutsche Bank Securities Inc. and Lehman Brothers Inc.* | |
Exhibit Number | Description of Exhibits | |||
| 5.1 | Opinion of Ropes & Gray LLP.* | |||
| 5.2 | Opinion of Cohn Birnbaum & Shea.* | |||
| 5.3 | Opinion of Mayer, Brown, Rowe & Maw LLP.* | |||
| 5.4 | Opinion of Hackman Hulett & Cracraft, LLP.* | |||
| 5.5 | Opinion of Ballard Spahr Andrews & Ingersoll, LLP.* | |||
| 5.6 | Opinion of Warner Norcross & Judd LLP. | |||
| 5.7 | Opinion of Porter Wright Morris & Arthur LLP.* | |||
| 5.8 | Opinion of Fulbright & Jaworski, L.L.P.* | |||
| 5.9 | Opinion of Ballard Spahr Andrews & Ingersol, LLP.* | |||
| 9.1 | Stockholders Agreement dated as of July 30, 2004 among Loews Cineplex Entertainment Corporation, LCE Holdings, Inc. and Certain Stockholders of LCE Holdings, Inc.* | |||
| 9.2 | Management Stockholders Agreement dated as of January 12, 2005 among LCE Holdings, Inc., LCE Intermediate Holdings, Inc., LCE Holdco LLC, Loews Cineplex Entertainment Corporation and Certain Stockholders of LCE Holdings, Inc.* | |||
| 10.1 | Credit Agreement dated as of July 30, 2004 among Loews Cineplex Entertainment Corporation, Grupo Cinemex, S.A. DE C.V., Cadena Mexicana De Exhibición, S.A. de C.V., LCE Holdco, LLC, Citigroup Global Markets Inc. and Credit Suisse First Boston, as Joint Lead Arrangers and Joint Bookrunners, Credit Suisse First Boston, as Syndication Agent, Bank Of America, N.A., Deutsche Bank AG Cayman Islands Branch and Lehman Commercial Paper Inc., as Co-Documentation Agents, Citicorp North America, Inc., as Administrative Agent, Dollar Swing Line Lender and L/C Issuer and Banco Nacional de Mexico, S.A., Integrante Del Grupo Financiero Banamex, as Mexican Administrative Agent and Peso Swing Line Lender.* | |||
| 10.2 | Security Agreement dated as of July 30, 2004 between Loews Cineplex Entertainment Corporation, the Grantors referred to therein as Grantors and Credit Suisse First Boston, as administrative agent.* | |||
| 10.3 | Loan Agreement dated as of August 16, 2004 between Grupo Cinemex, S.A. de C.V. and Cadena Mexicana De Exhibición, S.A. de C.V.* | |||
| 10.4 | Revolving Loan Agreement dated as of August 16, 2004 between Grupo Cinemex, S.A. de C.V. and Cadena Mexicana De Exhibición, S.A. de C.V.* | |||
| 10.5 | Subsidiary Guaranty dated as of July 30, 2004 from Subsidiary Guarantors named therein in favor of the secured parties referred to in the Credit Agreement referred to therein.* | |||
| 10.6 | Management Agreement dated as of July 30, 2004 by and among Loews Cineplex Entertainment Corporation, LCE Holdings, Inc., Bain Capital Partners, LLC, The Carlyle Group, and Spectrum Equity Investors.* | |||
| 10.7 | Employment Agreement between Travis Reid and Loews Cineplex Entertainment Corporation dated January 1, 2005.* | |||
| 10.8 | Employment Agreement between Miguel Davila and Loews Cineplex Entertainment Corporation dated November 10, 2004.* | |||
| 10.9 | Amended and Restated Management Stock Option Plan for LCE Holdings, Inc. and LCE Intermediate Holdings, Inc.* | |||
| 10.10 | Joint Venture Agreement, dated as of April 27, 1998, by and among LTM Spanish Holdings, Inc. and Ricardo Evole Martil, as amended on July 7, 2003.* | |||
| 10.11 | Amended and Restated Joint Venture Agreement, dated as of July 25, 2002, by and among Megabox Cineplex, Inc., Mediaplex, Inc., Loews Cineplex Entertainment Corporation and Loews Cineplex International Holdings, Inc.* | |||
Exhibit Number | Description of Exhibits | |||
| 10.12 | Amended and Restated Registration Rights Agreement dated as of January 12, 2005 among LCE Holdings, Inc., LCE Intermediate Holdings, Inc., LCE Holdco LLC, Loews Cineplex Entertainment Corporation and Certain Stockholders of LCE Holdings, Inc.* | |||
| 10.13 | Form of Indemnification Agreement between Loews Cineplex Entertainment Corporation and each of Michael Politi and Bryan Berndt.* | |||
| 10.14 | Form of Indemnification Agreement between Loews Cineplex Entertainment Corporation and each of Travis Reid, John Walker, David Badain and Seymour Smith.* | |||
| 10.15 | Form of Option Agreement of LCE Holdings, Inc. and LCE Intermediate Holdings, Inc.* | |||
| 10.16 | Option Agreement between LCE Holdings, Inc., LCE Intermediate Holdings, Inc. and Travis Reid.* | |||
| 12 | Statement of Computation of Ratio of Earnings to Fixed Charges.* | |||
| 21 | Subsidiaries.* | |||
| 23.1 | Consent of PricewaterhouseCoopers LLP regarding Loews financial statements.* | |||
| 23.2 | Consent of Samil PricewaterhouseCoopers.* | |||
| 23.3 | Consent of PricewaterhouseCoopers LLP regarding AMC Entertainment Inc. financial statements.* | |||
| 23.4 | Consent of Ropes & Gray LLP (included in the opinion previously filed).* | |||
| 23.5 | Consent of Cohn Birnbaum & Shea (included in the opinion previously filed).* | |||
| 23.6 | Consent of Mayer, Brown, Rowe & Maw LLP (included in the opinion previously filed).* | |||
| 23.7 | Consent of Hackman Hulett & Cracraft, LLP (included in the opinion previously filed).* | |||
| 23.8 | Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in the opinion previously filed).* | |||
| 23.9 | Consent of Warner Norcross & Judd LLP (included in the opinion filed herewith). | |||
| 23.10 | Consent of Porter Wright Morris & Arthur LLP (included in the opinion previously filed).* | |||
| 23.11 | Consent of Fulbright & Jaworski, L.L.P. (included in the opinion previously filed).* | |||
| 25 | Statement of Eligibility of Trustee on Form T-1 of U.S. Bank as Trustee.* | |||
| 99.1 | Form of Letter of Transmittal.* | |||
| 99.2 | Form of Notice of Guaranteed Delivery.* | |||
| * | Previously filed |
