FORM 8 - K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 30, 1997
Commission file number: 1-9454
CINEPLEX ODEON CORPORATION
(Exact name of Registrant as specified in its charter)
Ontario, Canada Non-Resident Alien
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1303 Yonge Street, Toronto, Ontario M4T 2Y9
(Address of principal executive offices) (Postal Code)
416-323-6600
(Registrant's telephone number
including area code)
Item 5. Other Events
Cineplex Odeon Corporation, a corporation formed under the laws of the
province of Ontario (the Corporation), Sony Pictures Entertainment Inc.
(Sony Pictures) and LTM Holdings, Inc. (LTM) have entered into an
agreement which provides for the combination of the businesses of the
Corporation and LTM. LTM is a private Delaware corporation wholly-owned
by Sony Pictures. The transaction will involve combining the Corporation
with the Loews Theatres Exhibition Group, which consists of Sony/Loews
Theatres and its joint ventures with Star Theatres and Magic Johnson
Theatres. It is proposed that the combined company will be named Loews
Cineplex Entertainment Corporation (LCE). LCE will have over 2,600
screens in approximately 460 locations in North America.
Pursuant to a series of related transactions to be effected pursuant to
a Plan of Arrangement under the Business Corporations Act (Ontario), the
Corporation's shares will be exchanged for shares of LCE with the result
that the Corporation will become a wholly-owned subsidiary of LCE. Upon
closing of the transaction, Sony Pictures will own approximately 51.1%
of LCE's shares (representing 49.9% of LCE's voting shares); Universal
Studios, Inc. (Universal) will own approximately 26% of LCE's shares
(subsequent to a cash subscription of approximately $84.5 million for
shares of LTM); the Charles Rosner Bronfman Family Trust and certain
related parties (the Bronfman Trust) will own approximately 9.6% of
LCE's shares; and the shareholders of the Corporation, other than
Universal and the Bronfman Trust, will own approximately 13.3% of LCE's
shares. It is estimated that, upon closing, the total number of
outstanding shares of LCE will be 452 million. It is intended that the
LCE shares will be listed on the New York Stock Exchange and The Toronto
Stock Exchange.
On a combined pro forma basis for the 12 months ended August 31, 1997,
LCE would have generated approximately $700 million in box office
revenues and approximately $140 million in earnings before interest,
taxes, depreciation and amortization. It is anticipated that, as at the
closing of this transaction, LCE's total debt will be approximately $700
million.
The merger of the two circuits will give LCE an important presence in 22
states, including in major cities such as New York, Los Angeles,
Chicago, Boston, Seattle, Washington, D.C. and Houston, as well as a
leading position in Canada, including in major cities such as Toronto,
Montreal and Vancouver, as one of the two major exhibitors in that
country.
Morgan Stanley & Co. is advising the independent committee of the
Corporation with respect to this transaction and has provided such
committee with a fairness opinion in that regard.
Lawrence J. Ruisi, currently President of Sony Retail Entertainment,
will serve as President and Chief Executive Officer of LCE. Allen Karp,
currently President and Chief Executive Officer of the Corporation, will
serve as Chairman and Chief Executive Officer of Cineplex Odeon Canada,
which will be the Canadian operating subsidiary of LCE. LCE's corporate
headquarters will be in New York, with the United States operational
headquarters in New York and the Canadian operational headquarters in
Toronto.
The merger is subject to approval by the shareholders of the Corporation
and regulatory approval in both Canada and the United States. It is
anticipated that closing of this transaction will take place in
approximately six months.
Item 7. Financial Statements and Exhibits
(c) Exhibits
(1) Master Agreement among Sony Pictures Entertainment Inc., LTM
Holdings, Inc. and Cineplex Odeon Corporation dated as of
September 30, 1997.
(2) Form of Plan of Arrangement of Cineplex Odeon Corporation
under Section 182 of the Business Corporations Act (Ontario).
(3) Stockholders Agreement among LTM Holdings, Inc., Sony Pictures
Entertainment Inc., Universal Studios, Inc., Charles Rosner
Bronfman Family Trust and certain other parties dated as of
September 30, 1997.
(4) Subscription Agreement by and between LTM Holdings, Inc. and
Universal Studios, Inc. dated as of September 30, 1997.
(5) Press Release of Cineplex Odeon Corporation and Sony
Corporation of America dated September 30, 1997.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Cineplex Odeon
Corporation
October 16, 1997
Dated: _________________ By: /s/s Stephen Brown
Name: Stephen Brown
Title: Senior Vice
President and Chief
Financial Officer
EXHIBIT INDEX
Exhibit No. Description Page No
1 Master Agreement
among Sony Pictures
Entertainment Inc.,
LTM Holdings, Inc.
and Cineplex Odeon
Corporation dated as
of September 30,
1997.
2 Form of Plan of
Arrangement of
Cineplex Odeon
Corporation under
Section 182 of the
Business Corporations
Act (Ontario).
3 Stockholders
Agreement among LTM
Holdings, Inc., Sony
Pictures
Entertainment Inc.,
Universal Studios,
Inc., Charles Rosner
Bronfman Family Trust
and certain other
parties dated as of
September 30, 1997.
4 Subscription
Agreement by and
between LTM Holdings,
Inc. and Universal
Studios, Inc. dated
as of September 30,
1997.
5 Press Release of
Cineplex Odeon
Corporation and Sony
Corporation of
America dated
September 30, 1997.