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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
JUNE 26, 2001
GC COMPANIES, INC.
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(Exact name of registrant as specified in charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
1-12360 04-3200876
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(Commission file number) (IRS employer identification number)
27 BOYLSTON STREET, CHESTNUT HILL, MA 02167
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(Address of principal executive offices) (Zip code)
(617) 232-8200
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On June 12, 2001, GC Companies, Inc. (the "Company") signed a letter of
intent (the "Original Letter") with Onex Corporation and investment funds and
accounts managed by Oaktree Capital Management, LLC providing for the
acquisition by Onex and Oaktree of all of the equity of the reorganized Company
pursuant to a plan of reorganization to be filed with the Bankruptcy Court under
Chapter 11 of the U.S. Bankruptcy Code.
On June 22, 2001, the Company filed a a Motion of Debtors and Debtors
in Possession for an Order (A) Establishing Bidding Procedures in Connection
with the Solicitation of Higher or Better Offers for the Acquisition of 100% of
the Common Stock of Reorganized GC Companies, Inc. by Chapter 11 Plan, and (B)
Approving the Form and Manner of Notice Thereof (the "Motion") with the United
States Bankruptcy Court for the District of Delaware in Case Nos. 00-3897
through 00-3927 (EIK). The Original Letter was included as an exhibit to the
Motion, and both the Original Letter and the Motion were included as an exhibit
to a Form 8-K filed by the Company on June 26, 2001 with the Securities and
Exchange Commission.
On June 28, 2001, the Company signed an amended letter of intent (the
"Amended Letter") dated June 26, 2001 with Onex and Oaktree. Such Amended Letter
increases the proposed consideration to be paid by Onex and Oaktree for the
equity of the Company and modifies the amounts to be paid to the various
creditors of the Company. The Amended Letter was filed with the Bankruptcy Court
as part of an amended Exhibit A to the Motion on June 28, 2001; it is also
attached as Exhibit 99 to this Form 8-K and is incorporated herein by reference
in its entirety.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 99 - Amended Letter of Intent dated June 26, 2001
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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 hereunto duly authorized.
GC COMPANIES, INC.
Date: June 29, 2001 By: /s/ Philip J. Szabla
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Philip J. Szabla
Vice President and General Counsel
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99 Amended Letter of Intent dated June 26, 2001