FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 1996
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OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number: 1-9454
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CINEPLEX ODEON CORPORATION
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(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
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(Registrant's telephone number
including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter periods that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X or No
- -
As of August 2, 1996, 103,317,239 shares of Cineplex Odeon Corporation Common
Stock were outstanding.
TOTAL NO. OF PAGES 27
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EXHIBIT INDEX PAGE 15
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CINEPLEX ODEON CORPORATION
FORM 10-Q
JUNE 30, 1996
Index
PART I - FINANCIAL INFORMATION Page No.
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ITEM 1 - Financial Statements (Unaudited)
Consolidated Balance Sheet
June 30, 1996 and December 31, 1995 3
Consolidated Income Statement
Three Months Ended June 30, 1996 and
June 30, 1995 and;
Six Months Ended June 30, 1996 and 4
June 30, 1995
Consolidated Statement of Changes in
Cash Resources
Six Months Ended June 30, 1996 and
June 30, 1995 5
Notes to the Consolidated Financial
Statements - June 30, 1996 6 - 7
ITEM 2 - Management's Discussion and Analysis
of Results of Operations and
Financial Condition 8 - 10
PART II - OTHER INFORMATION
ITEM 1 - Legal Proceedings 11
ITEM 4 - Submission of Matters to a Vote of Security Holders 11 - 12
ITEM 6 - Exhibits and Reports on Form 8-K 12
SIGNATURE PAGE 13
2
CINEPLEX ODEON CORPORATION
CONSOLIDATED BALANCE SHEET
(in thousands of U.S. dollars)
Unaudited Audited
June 30, 1996 December 31, 1995
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ASSETS
CURRENT ASSETS
Cash $ 1,750 $ 1,604
Accounts receivable 9,066 10,362
Other 8,432 7,614
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19,248 19,580
PROPERTY, EQUIPMENT AND LEASEHOLDS 574,554 583,442
OTHER ASSETS
Long-term investments and receivables 3,762 3,945
Goodwill 33,368 33,927
Deferred charges 8,080 8,749
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45,210 46,621
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TOTAL ASSETS $ 639,012 $ 649,643
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LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accruals $ 58,737 $ 59,591
Deferred income 14,196 14,930
Current portion of long-term debt and other obligations 7,250 7,146
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80,183 81,667
LONG-TERM DEBT 310,600 381,857
CAPITALIZED LEASE OBLIGATIONS 9,528 10,451
DEFERRED INCOME 7,502 8,428
PENSION OBLIGATION 1,136 1,248
SHAREHOLDERS' EQUITY
Capital stock 555,350 472,479
Translation adjustment 2,668 3,241
Retained earnings (deficit) (327,955) (309,728)
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230,063 165,992
COMMITMENTS AND CONTINGENCIES (note 2)
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 639,012 $ 649,643
============= ==============
The accompanying notes are an integral part of these consolidated financial
statements.
3
CINEPLEX ODEON CORPORATION
CONSOLIDATED INCOME STATEMENT
(in thousands of U.S. dollars except per share figures)
Unaudited
3 Months Ended 3 Months Ended 6 Months Ended 6 Months Ended
June 30, 1996 June 30, 1995 June 30, 1996 June 30, 1995
-------------- -------------- -------------- --------------
REVENUE
Admissions $ 82,942 $ 86,738 $ 174,201 $ 165,332
Concessions 29,071 30,347 60,932 57,088
Other 5,770 5,429 11,001 10,058
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117,783 122,514 246,134 232,478
EXPENSES
Theatre operations and other expenses 99,171 102,614 202,988 198,716
Cost of concessions 5,142 5,200 10,850 9,995
General and administrative 4,530 4,471 8,705 8,990
Depreciation and amortization 10,733 10,595 21,433 20,803
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119,576 122,880 243,976 238,504
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Income/(loss) before the undemoted (1,793) (366) 2,158 (6,026)
Other income (expenses) (64) (3,755) (837) (2,650)
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Income/(loss) before interest on long-term
debt and income taxes (1,857) (4,121) 1,321 (8,676)
Interest on long-term debt 8,821 10,646 18,742 20,784
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Loss before income taxes (10,678) (14,767) (17,421) (29,460)
Income taxes 392 380 806 796
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NET LOSS $ (11,070) $ (15,147) $ (18,227) $ (30,256)
============= ============ ============ ===========
BASIC
Weighted average shares outstanding 176,510,000 114,753,000 150,030,000 114,750,000
Loss per share ($0.06) ($0.13) ($0.12) ($0.26)
FULLY DILUTED
Weighted average shares outstanding 183,311,000 122,618,000 157,347,000 122,619,000
Loss per share ($0.06) ($0.13) ($0.12) ($0.26)
The accompanying notes are an integral part of these consolidated financial
statements.
4
CINEPLEX ODEON CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN CASH RESOURCES
(in thousands of U.S. dollars except per share figures)
Unaudited
6 Months Ended 6 Months Ended
June 30, 1996 June 30, 1995
-------------- --------------
CASH PROVIDED BY (USED FOR)
OPERATING ACTIVITIES
Net loss $(18,227) $(30,256)
Depreciation and amortization 21,433 20,803
Other non-cash items (901) 2,501
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2,305 (6,952)
Net change in non-cash working capital (439) (4,752)
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1,866 (11,704)
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FINANCING ACTIVITIES
Decrease in long-term debt and other obligations (72,201) (4,073)
Increase in long-term debt and other obligations -- 1,078
Net change in operating credit facilities -- 1,248
Issue of share capital, net of issue costs 82,871 21
Other (789) (176)
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9,881 (1,902)
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INVESTMENT ACTIVITIES
Additions to property, equipment and leaseholds (11,540) (7,751)
Long-term investments (11) (30)
Proceeds on sale of certain theatre properties 712 22,000
Other (762) (272)
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(11,601) 13,947
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NET INCREASE (DECREASE) DURING PERIOD 146 341
CASH AT BEGINNING OF PERIOD 1,604 1,551
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CASH AT END OF PERIOD $ 1,750 $ 1,892
======== =========
CASH FLOW FROM OPERATING ACTIVITIES PER SHARE
Basic $ 0.01 $ (0.10)
Fully Diluted $ 0.01 $ (0.10)
The accompanying notes are an integral part of these consolidated financial
statements.
5
CINEPLEX ODEON CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1996
(in U.S. dollars)
(Unaudited)
1. BASIS OF PRESENTATION
The consolidated financial statements in this quarterly report to shareholders
are prepared in accordance with accounting principles generally accepted in
Canada. For the three and six months ended June 30, 1996, the application of
accounting principles generally accepted in the United States did not have a
material effect on the measurement of the Corporation's net loss and
shareholders' equity. For information on differences between Canadian and United
States generally accepted accounting principles, reference is made to the
Corporation's 1995 annual report to shareholders.
The consolidated financial statements in this quarterly report to shareholders
are based in part on estimates, and include all adjustments consisting of normal
recurring accruals that management believes are necessary for a fair
presentation of the Corporation's financial position as at June 30, 1996, and
the results of its operations for the three and six months then ended.
Operating results for the three and six months ended June 30, 1996 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 1996.
The consolidated financial statements and related notes have been prepared in
accordance with generally accepted accounting principles applicable to interim
periods; consequently they do not include all generally accepted accounting
disclosures required for annual consolidated financial statements. For more
complete information these consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes contained in
the Corporation's 1995 annual report to shareholders.
2. COMMITMENTS AND CONTINGENCIES
i) The Corporation and its subsidiaries are currently subject to audit by
taxation authorities in several jurisdictions. The taxation authorities have
proposed to reassess taxes in respect of certain transactions and income and
expense items. Management believes that the Corporation and its subsidiaries
have meritorious defenses and is vigorously contesting the adjustments proposed
by the taxation authorities. Although such matters cannot be predicted with
certainty, management does not consider the Corporation's exposure to such
litigation to be material to these financial statements.
ii) The Corporation and its subsidiaries are also involved in certain litigation
arising out of the ordinary course and conduct of its business. The outcome of
this litigation is not currently determinable. Although such matters cannot be
predicted with certainty, management does not consider the Corporation's
exposure to such litigation to be material to these financial statements.
6
3. SUMMARY FINANCIAL INFORMATION
The following is consolidated summarized financial information of the
Corporation's wholly owned subsidiary Plitt Theatres, Inc.:
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Unaudited
3 Months Ended 3 Months Ended 6 Months Ended 6 Months Ended
June 30, 1996 June 30, 1995 June 30, 1996 June 30, 1995
- -----------------------------------------------------------------------------------------------------------------
Revenue $ 84,344,000 $ 89,317,000 $171,014,000 $166,758,000
=================================================================================================================
Income before general and administrative
expenses, depreciation and amortization,
interest on long-term debt
and income taxes $ 9,995,000 $ 8,692,000 $ 20,470,000 $ 13,443,000
=================================================================================================================
Net loss $ (9,282,000) $(10,835,000) $(18,069,000) $(25,101,000)
=================================================================================================================
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June 30, 1996 December 31, 1995
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Current assets $ 20,343,000 $ 21,259,000
Noncurrent assets 493,014,000 502,989,000
Current liabilities 55,253,000 54,790,000
Noncurrent liabilities 265,325,000 282,577,000
=================================================================================================================
Current liabilities at June 30, 1996 include a net payable to the Corporation
and other corporations within the consolidated group in the amount of $7,665,000
(December 31, 1995 - net payable of $3,834,000). Noncurrent liabilities at June
30, 1996 and December 31, 1995 include $10,000,000 that is owed to the
Corporation.
4. RECLASSIFICATION
Certain of the prior period's balances have been reclassified to conform with
the presentation adopted in the current period.
7
Management's Discussion and Analysis of
Results of Operations and Financial Condition
(All figures are in U.S. dollars except where otherwise noted)
The Corporation's net loss for the three months ended June 30, 1996 was
$11,070,000 or $0.06 per share compared to a net loss of $15,147,000 or $0.13
per share for the same period in 1995. For the six months ended June 30, 1996
the net loss was $18,227,000 or $0.12 per share as compared to $30,256,000 or
$0.26 per share in the corresponding period in the prior year. The net loss per
share in the 1996 periods reflects the impact of the Corporation's equity
offering completed in the first quarter of 1996.
LIQUIDITY AND CAPITAL RESOURCES
Cash flow from operations for the six months ended June 30, 1996 amounted to a
net inflow of $1,866,000 compared to a net outflow of $11,704,000 for the same
period in 1995. Excluding the impact of the net change in non-cash working
capital, the Corporation's cash flow from operations for the six months ended
June 30, 1996 amounted to a net inflow of $2,305,000 compared to a net outflow
of $6,952,000 for the same period in 1995. The increase in cash flow resulted
primarily from the stronger box office performance, improved concession sales
and a reduction in interest on long-term debt in the first six months of 1996
compared to the same period of 1995.
Management expects to open 9 new theatre locations (adding 90 new screens) and
refurbish a total of 18 theatres (adding 49 new screens) during the remainder of
1996 at an estimated net cost of $29,000,000. In 1997 and 1998 it is
management's current intention to open up to 31 new theatre locations (adding
320 screens) and refurbish a total of 25 theatres (adding 19 screens) at an
estimated net cost to the Corporation of less than $81,000,000. The
Corporation's current strategy is to develop and build additional theatres and
screens in target markets that complement the Corporation's existing position in
such markets or that provide the Corporation with a strategic position in a new
market. In addition to the Corporation's plans to develop and build theatres in
North America, the Corporation's growth strategy also includes the development
and operation of "location-based entertainment centres" which are destination
entertainment complexes anchored by a movie theatre. The first such centre is
scheduled to open in Calgary, Alberta in the third quarter of 1996. It is the
Corporation's current intention to invest approximately $10,000,000 in location-
based entertainment centres during the next three years. The Corporation plans
to fund its expansion programs by drawing on its bank credit facilities and
through internally generated cash flow.
At June 30, 1996 the Corporation's long-term debt was $310,600,000 as compared
to $381,857,000 at December 31, 1995. This reduction reflects the fact that the
equity proceeds raised by the Corporation in the first quarter of 1996 have been
used to initially reduce the Corporation's revolving long-term credit
facilities.
RESULTS OF OPERATIONS
The Corporation reports its results in U.S. dollars. In order to eliminate the
impact of exchange rate fluctuations on the yearly comparison of both admission
and concession revenue, the results of the Corporation's Canadian operations as
discussed below are measured in Canadian dollars. The Corporation's U.S. results
for the second quarter and the first six months of 1996 have been impacted by
the sale of 28 theatres, located in Florida and Georgia, to Carmike Cinemas,
Inc. in the second quarter of 1995.
The Corporation's United States theatres recorded a decrease in admission
revenue of 5.6% for the three months ended June 30, 1996 compared to the same
period in 1995. This admission revenue decrease was the result of a 10.5%
decrease in attendance and a 4.9% increase in box office revenue per patron.
Adjusting for theatres sold, the Corporation's
8
United States theatres recorded a decrease in admission revenue of 2.4%. This
admission revenue decrease was comprised of a 5.9% decrease in attendance and a
3.5% increase in box office revenue per patron. Admission revenue for the six
months ended June 30, 1996 increased by 2.4% compared to the same period in
1995. This increase was the result of a 1.5% decrease in attendance and a
3.9% increase in box office revenue per patron. Adjusting for theatres sold,
admission revenue for the six months ended June 30, 1996 increased by 7.4%.
This increase was a result of a 5.4% increase in attendance and a 2.0%
increase in box office revenue per patron.
The Corporation's Canadian theatres reported a decrease in admission revenue of
1.9% (when measured in Canadian dollars) for the three months ended June 30,
1996 compared to the same period in 1995. This decrease was the result of a
decrease in attendance of 0.9% and a decrease in box office revenue per patron
of 1.0% over the same period in 1995. Admission revenue for the six months
ended June 30, 1996 increased by 11.5% compared to the same period in 1995.
This increase was the result of a 13.2% increase in attendance and a 1.7%
decrease in box office revenue per patron.
The decrease in both second quarter attendance and admission revenue in 1996 as
compared to the same period in 1995 reflects a difficult comparison, given the
strength of the second quarter of 1995 box office. However, the increase in
admission revenue for the first six months of 1996 as compared to the first six
months of 1995 resulted from the strong first quarter performance in 1996 due to
movies such as "Broken Arrow", "The Bird Cage", and "Twelve Monkeys".
The Corporation's United States concession revenue decreased by 6.6% for the
three months ended June 30, 1996 compared to the same period in 1995. The
attendance decrease of 10.5%, combined with an increase in concession revenue
per patron of 3.9% was responsible for the decrease in concession revenue.
Adjusting for theatres sold, the Corporation's United States theatres recorded a
decrease in concession revenue of 2.2%, reflecting the attendance decrease of
5.9% and an increase in concession revenue per patron of 3.7%. Concession
revenue increased by 2.0% for the six months ended June 30, 1996 compared to the
same period in 1995. This increase was the result of a 1.5% decrease in
attendance and a 3.5% increase in concession revenue per patron. Adjusting for
theatres sold, concession revenue for the six months ended June 30, 1996
increased by 8.9%. This increase is a result of a 5.4% increase in attendance
and a 3.5% increase in concession revenue per patron.
The Corporation's Canadian concession revenue increased by 1.2% (when measured
in Canadian dollars) for the three months ended June 30, 1996 compared to the
same period in 1995, reflecting the decrease in attendance of 0.9% and an
increase in concession revenue per patron of 2.1%. Concession revenue increased
by 16.1% in the six months ended June 30, 1996 compared to the same period in
1995, reflecting the 13.2% increase in attendance and a 2.9% increase in
concession revenue per patron.
The gross margin from theatre operations (consisting of revenue from theatre
operations less film cost, cost of concessions, theatre advertising, payroll,
occupancy and supplies and services), when expressed as a percentage of theatre
operating revenue, decreased for the three months ended June 30, 1996 to 13.3%
from 13.7% for the same period in 1995. This decrease is attributable to the
decreased revenue experienced in both the Corporation's Canadian and United
States theatres in the second quarter of 1996. The gross margin from theatre
operations for the six months ended June 30, 1996 increased from 12.0% to 15.0%.
This increase in gross margin is due to the impact of the sale of certain
theatres in Florida and Georgia and the fixed component of theatre operations
expenses which did not fluctuate with the increase in revenues for the six
months ended June 30, 1996.
General and administrative expenses decreased by 3.2% for the six months ended
June 30, 1996 when compared to the same period of 1995. This decrease primarily
reflects the impact of certain one time costs incurred in the first quarter of
1995.
9
Interest on long-term debt decreased by 9.8% during the six months ended June
30, 1996 compared to the same period in 1995. This decrease is a result of the
initial application of equity proceeds from the public offering in March of 1996
against the Corporation's long-term debt.
In the past twelve months the value of the Canadian dollar has strengthened
relative to the United States dollar. While currency movements affect the
reporting of revenues and expenses of the Corporation's Canadian operations, the
financial impact is limited as the costs of operating the Canadian theatres are
supported by the revenue of such theatres.
10
PART II - OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS
-----------------
The Corporation has been, and continues to be, involved in numerous legal
proceedings. However, although such matters cannot be predicted with certainty,
the Corporation does not believe that such lawsuits are likely to result in a
judgment which would have a material adverse effect on the Corporation's
financial condition.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
The annual and special meeting of the Corporation was held on Thursday June 6,
1996 in Toronto, Ontario. The Corporation has outstanding both Common Shares
and Subordinate Restricted Voting Shares (the "SRV Shares"). MCA INC. ("MCA"),
a diversified entertainment company, is the sole holder of the SRV Shares.
Other than with respect to the election of directors, MCA, as the sole holder of
SRV Shares, was entitled at this meeting to one vote less than one-third of the
votes attached to all outstanding voting securities of the Corporation. With
respect to the election of directors, all shareholders, including MCA, were
entitled to exercise one vote for each voting security owned by them with
regards to those candidates nominated by MCA for election to the board of
directors. MCA was not entitled to vote any of its SRV Shares for any other
nominees. Following is a description of each matter submitted to a vote of
security holders and the outcome of each such vote:
i) The election of directors. All individuals nominated for election by the
Corporation or by the Corporation at the request of MCA, as the case may be,
were confirmed as directors. Rudolph P. Bratty received 82,313,848 votes for,
with 730,212 votes withheld; John H. Daniels received 82,305,854 votes for, with
738,206 votes withheld; Bruce L. Hack (a nominee of MCA) received 82,290,424
votes for, with 753,636 votes withheld; Ellis Jacob received 82,437,413 votes
for, with 606,647 votes withheld; Allen Karp received 82,423,834 votes for, with
620,226 votes withheld; E. Leo Kolber received 82,426,622 votes for, with
617,438 votes withheld; Andrew J. Parsons received 82,444,254 votes for, with
599,806 votes withheld; Eric W. Pertsch (a nominee of MCA) received 82,418,332
votes for, with 625,728 votes withheld; Robert Rabinovitch received 82,285,531
votes for, with 758,529 votes withheld; James D. Raymond received 82,317,914
votes for, with 726,146 votes withheld; Lynwood Spinks (a nominee of MCA)
received 82,291,892 votes for, with 752,168 votes withheld; and Howard L.
Weitzman (a nominee of MCA) received 82,279,881 votes for, with 764,179 votes
withheld.
ii) The appointment of KPMG Peat Marwick Thorne as independent auditors.
82,725,473 votes were cast for the appointment of KPMG Peat Marwick Thorne,
172,031 votes were withheld and 168,032 were spoiled.
iii) A resolution authorizing the board of directors of the Corporation to fix
the remuneration of the auditors. 82,456,316 votes were cast for the resolution,
206,891 votes were withheld and 402,329 were spoiled.
iv) A special resolution amending the Articles of the Corporation. This
resolution amends the definition of "MCA stocks" so that MCA, as holder of all
of the issued and outstanding SRV Shares, will have the same voting rights held
by it from 1986 until June 1995 (when Seagram acquired an 80% indirect interest
in MCA), namely, one vote less than one-third of the votes attached to all
issued and outstanding voting shares of the Corporation, other than with respect
to the election of directors. 66,030,989 votes were cast for the resolution,
1,709,022 votes were cast against, 408,163 votes were spoiled, and there were
14,917,362 broker non-votes with respect to this resolution.
11
v) A resolution authorizing the Corporation to amend the Stock Option Plan of
the Corporation by increasing the number of Common Shares available for issuance
under the Stock Option Plan from 11,478,487 to 17,646,716. 64,493,236
votes were cast for the resolution, 3,217,665 votes were cast against, 437,273
were spoiled, and there were 14,917,362 broker non-votes with respect to this
resolution.
vi) A resolution authorizing the Corporation to amend the exercise prices of
outstanding stock options issued under the Stock Option Plan to purchase a total
of 5,679,000 Common Shares held by senior officers of the Corporation by
changing the exercise prices of such stock options to $1.868 (Cdn) per Common
Share and authorizing the Corporation to amend the expiry dates of outstanding
stock options issued under the Stock Option Plan to purchase a total of
2,019,000 Common Shares held by senior officers of the Corporation by extending
the expiry dates of such stock options to the date which is 10 years from the
date of the original grant of such stock options. 73,892,942 votes were cast for
the resolution, 7,181,340 votes were cast against, 276,934 were spoiled, and
there were 1,675,988 broker non-votes with respect to this resolution.
There were no broker non-votes with respect to matters i), ii) and iii)
above. The number of abstentions for each matter is equal to the withheld votes
for each matter.
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibit 3.1 Articles of the Corporation as amended effective June 6,
1996.
(b) Exhibit 10.1 Stock Option Plan as amended effective June 6, 1996.
(c) Exhibit 11.1 Statement re Computation of Per Share Earnings.
(d) Exhibit 27 Financial Data Schedule.
(e) The Corporation did not file any reports on Form 8-K during the quarter
ended June 30, 1996.
12
SIGNATURES
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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
--------------------------
(Registrant)
Date August 13, 1996 Allen Karp
------------------ --------------------------
Allen Karp
President and Chief
Executive Officer
Date August 13, 1996 Ellis Jacob
------------------ --------------------------
Ellis Jacob
Executive Vice President
and Chief Financial Officer
13
Commission File No. 1-9454
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
TO
QUARTERLY REPORT ON FORM 10-Q
OF
CINEPLEX ODEON CORPORATION
For the Quarterly Period Ended June 30, 1996
14
EXHIBIT INDEX
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Sequential
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Exhibit Description Page Number
- ------- ----------- -----------
3.1 Articles of the Corporation as amended
effective June 6,1996 16
10.1 Stock Option Plan as amended effective June 6, 1996. 17-25
11.1 Statement re Computation of Per Share Earnings. 26
27 Financial Data Schedule. 27