SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): September 30, 1997 (July 25, 1997) GC COMPANIES, INC. ------------------------------------------------------ (Exact name of Registrant as specified in its charter) Delaware 1-12360 04-3200876 ------------------------ --------------------- ------------------- (State of Incorporation) (Commission File No.) (IRS Employer Identification No.) 27 Boylston Street Chestnut Hill, Massachusetts ---------------------------------------- (Address of principal executive offices) (617) 278-5600 ------------------------------- (Registrant's telephone number) No Change ------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS. Pursuant to a Stock Purchase Agreement, dated as of July 25, 1997, as amended by Amendment No. 1, dated as of September 24, 1997 (as amended, the "Agreement"), by and among General Cinema International, Inc. (the "Buyer"), United Artists Theatre Circuit, Inc., UA Mexico Holdings, S.A. de C.V. ("UA Mexico"), UATC Europe B.V. ("UATC Europe") and Fondo Optima, S.A. de C.V. ("Fondo Optima"), the Buyer agreed, subject to the satisfaction of certain conditions, to purchase (1) from UA Mexico, all of the issued and outstanding capital stock of (i) Cinemas United Artists, S.A. de C.V., (ii) Servicios Cinematograficos Especializados, S.A. de C.V. and (iii) Operadora de Cinemas, S.A. de C.V., owned by UA Mexico; and (2) from UATC Europe and Fondo Optima, all of the issued and outstanding capital stock of Cinemas United Artists de Argentina, S.A., owned by UATC Europe and Fondo Optima, respectively. Upon satisfaction of the conditions in the Agreement, including the negotiation and documentation of certain agreements between the Buyer and Fondo Optima, the closing under the Agreement took place on September 26, 1997. On September 29, 1997, GC Companies, Inc. issued a press release, which is attached hereto as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits: 10.18 Stock Purchase Agreement, dated as of July 25, 1997, by and among General Cinema International, Inc., United Artists Theatre Circuit, Inc., UA Mexico Holdings, S.A. de C.V., UATC Europe B.V. and Fondo Optima, S.A. de C.V. 10.19 Amendment No. 1, dated as of September 24, 1997, by and among General Cinema International, Inc., United Artists Theatre Circuit, Inc., UA Mexico Holdings, S.A. de C.V., UATC Europe B.V. and Fondo Optima, S.A. de C.V. 99.1 Press Release entitled "GC Companies, Inc. Purchases Theatre Assets in Mexico and Argentina - General Cinema Theatres Expands into Latin America." SIGNATURES 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. Date: September 30, 1997 GC COMPANIES, INC. (Registrant) By: /s/ Robert A. Smith __________________________ Name: Robert A. Smith Title: President and Chief Operating Officer EXHIBIT INDEX Exhibit Number Description ------- ----------- 10.18 Stock Purchase Agreement, dated as of July 25, 1997, by and among General Cinema International, Inc., United Artists Theatre Circuit, Inc., UA Mexico Holdings, S.A. de C.V., UATC Europe B.V. and Fondo Optima, S.A. de C.V. 10.19 Amendment No. 1, dated as of September 24, 1997, by and among General Cinema International, Inc., United Artists Theatre Circuit, Inc., UA Mexico Holdings, S.A. de C.V., UATC Europe B.V. and Fondo Optima, S.A. de C.V. 99.1 Press Release entitled "GC Companies, Inc. Purchases Theatre Assets In Mexico And Argentina - General Cinema Theatres Expands Into Latin America."