AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 12,
1998
REGISTRATION NO. 333-
======================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------------
LTM HOLDINGS, INC.
(to be renamed Loews Cineplex Entertainment Corporation)
(Exact name of registrant as specified in its charter)
DELAWARE 13-3386485
(State or other (I.R.S. Employer
jurisdiction of Identification
incorporation or Number)
organization)
711 FIFTH AVENUE
11TH FLOOR
NEW YORK, NEW YORK 10022
(212) 833-6200
(Address of registrant's
principal executive
offices)
LTM HOLDINGS, INC. 1997 STOCK INCENTIVE PLAN
CINEPLEX ODEON CORPORATION STOCK OPTION PLAN
(Full title of the plans)
JOHN C. MCBRIDE, JR.
LTM HOLDINGS, INC.
711 FIFTH AVENUE
11TH FLOOR
NEW YORK, NEW YORK 10022
(212) 833-6200
(Name, address, and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
======================================================================
Proposed Proposed
Title of Securities Amount to Maximum Maximum Amount of
to be Registered be Offering Aggregate Registration
Registered Price Per Offering Fee
(1) Share (2) Price
======================================================================
LTM Holdings, Inc.
Common Stock, par 4,520,000 $17.80 $80,456,000 $23,734.52
value $0.01 per share shares
(1)
======================================================================
(1) If as a result of stock splits, stock dividends or similar
transactions, the number of shares of Common Stock purported to
be registered on this Registration Statement changes, the
provisions of Rule 416 shall apply to this Registration
Statement.
(2) Reflects the market price of the capital stock of Cineplex Odeon
Corporation to be exchanged for the common stock of the
Registrant in connection with the transactions described in the
Registrant's Registration Statement on Form S-4 (File No.
333-46313) for the purpose of determining the registration fee
pursuant to Rule 457(h) based upon the average high and low
sales prices of the capital stock of Cineplex Odeon Corporation
reported by the New York Stock Exchange, Inc. on May 8, 1998.
(3) Pursuant to Rule 429(b), includes 3,128,623 shares of Common
Stock covered by the Registrant's Registration Statement on
Form S-4 (File No. 333-46313) and $14,370.23 in filing fees
paid by the Registrant in connection with the registration
of such shares which is carried forward for the purpose of
payment of the registration fee hereunder.
EXPLANATORY NOTE
As permitted by the rules of the Securities and Exchange Commission,
(the "Commission"), this Registration Statement omits the information
specified in Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which have been filed by LTM Holdings,
Inc. with the Commission, are incorporated by reference in this
Registration Statement as of their respective dates:
(a) The Management Information Circular and Proxy
Statement/Prospectus (the "Information Circular/Prospectus")
dated February 13, 1998 filed with the Commission pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (the
"Securities Act"), and included in its Form S-4 Registration
Statement (File No. 333-46313) (the "Form S-4"); and
(b) The consolidated financial statements of Cineplex Odeon
Corporation as of December 31, 1997 and 1996 and for each of the
three years in the period ended December 31, 1997, included in
the Annual Report on Form 10K of Cineplex Odeon Corporation filed
with the Commission on March 23, 1998 (File No.1-9454); and
All documents filed subsequent to the date hereof by LTM
Holdings, Inc. with the Commission pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and prior to the filing of a post-effective amendment
hereto which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and made a part
hereof from their respective dates of filing (such documents, and the
documents enumerated above, being hereinafter referred to as
"Incorporated Documents"). Any statement contained in an Incorporated
Document or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part hereof.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Certain legal matters with respect to the shares of Common Stock
issued pursuant to the LTM Holdings, Inc. 1997 Stock Incentive Plan
will be passed upon for LTM Holdings, Inc. by Fried, Frank, Harris,
Shriver & Jacobson, a partnership including professional corporations,
New York, New York.
As described in the Information Circular/Prospectus, upon the
closing of certain proposed transactions, Cineplex Odeon Corporation
will become a wholly owned subsidiary of LTM Holdings, Inc. (which
will be renamed Loews Cineplex Entertainment Corporation), and LTM
Holdings, Inc. will acquire a 50% partnership interest in Loeks-Star
Partners. The combined financial statements of LTM Holdings, Inc. and
its subsidiaries, incorporated by reference in this Registration
Statement from the Form S-4, as of February 28, 1997 and February 28,
1996 and for each of the three years in the period ended February 28,
1997, and the financial statements of the Loeks-Star Partners,
incorporated by reference in this Registration Statement from the Form
S-4 as of February 27, 1997 and February 29, 1996 and for each of the
three fiscal years in the period ended February 27, 1997, have been so
incorporated in reliance on the reports of Price Waterhouse LLP,
independent auditors, given on the authority of said firm as experts
in accounting and auditing. The consolidated financial statements of
Cineplex Odeon Corporation as of December 31, 1997 and 1996 and for
each of the three years in the period ended December 31, 1997,
incorporated by reference in this Registration Statement from the
Annual Report on Form 10K of Cineplex Odeon Corporation filed with the
Commission on March 23, 1998, have been audited by KPMG, independent
auditors, as stated in their report appearing in the Annual Report on
Form 10-K, and are incorporated herein by reference in reliance upon
their authority as experts in accounting and auditing. With respect to
the unaudited pro forma combined balance sheet as of November 30, 1997
and the related unaudited pro forma combined income statement data for
the year ended February 28, 1997 and the nine-month period ended
November 30, 1997, incorporated by reference in this Registration
Statement from the Form S-4, Price Waterhouse LLP reported that they
have applied limited procedures in accordance with professional
standards in Canada for a compilation of such information. However,
their separate report dated January 30, 1998, incorporated by
reference in this Registration Statement from the Form S-4, states
that they did not audit or review and they do not express an opinion
on the unaudited pro forma combined financial information. Price
Waterhouse LLP has not carried out any significant or additional audit
tests or review procedures beyond those which would have been
necessary if their reports had not been included. Accordingly, the
degree of reliance on their report on such information should be
restricted in light of the limited nature of the compilation
procedures applied. Price Waterhouse LLP is not subject to the
liability provisions of Section 11 of the Securities Act of 1933 for
their reports on the unaudited combined pro forma information because
those reports are not a "report" or a "part" of the registration
statement prepared or certified by Price Waterhouse LLP within the
meaning of sections 7 and 11 of the Securities Act.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law (the "DGCL")
provides that a corporation may indemnify directors and officers as
well as other employees and individuals against expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement in
connection with specified actions, suits, or proceedings whether
civil, criminal, administrative, or investigative, other than actions
by or in the right of the corporation (a "derivative action"), if they
acted in good faith and in a manner they 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 their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that
indemnification only extends to expenses (including attorney's fees)
incurred in connection with the defense or settlement of such action,
and the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been
found liable to the corporation. The statute provides that it is not
exclusive of other indemnification that may be granted by a
corporation's charter, by-laws, disinterested director vote,
stockholder vote, agreement, or otherwise.
Article VII of the Amended and Restated Certificate of
Incorporation of LTM Holdings, Inc. (the "Restated Certificate"),
requires LTM Holdings, Inc. 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 (other than an action by or in right
of LTM Holdings, Inc.) by reason of the fact that he or she is or was
a director or officer of LTM Holdings, Inc. as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with such action, suit
or proceeding if he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests
of LTM Holdings, Inc., and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was
unlawful.
Section 102(b)(7) of the DGCL permits a corporation to provide in
its certificate of incorporation that a director of the corporation
shall not be personally liable to the corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director,
except for liability for (i) any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) payment of unlawful dividends or unlawful
stock purchases or redemptions, or (iv) any transaction from which the
director derived an improper personal benefit.
Article IX of the Restated Certificate provides that to the full
extent that the DGCL, as it now exists or may hereafter be amended,
permits the limitation or elimination of the liability of directors, a
director of LTM Holdings, Inc. shall not be liable to LTM Holdings,
Inc. or its stockholders for monetary damages for breach of fiduciary
duty as a director. Any amendment to or repeal of, or adoption of any
provision of the Restated Certificate inconsistent with, such Article
IX shall not adversely affect any right or protection of a director of
LTM Holdings, Inc. for or with respect to any acts or omissions of
such director occurring prior to such amendment or repeal.
LTM Holdings, Inc. intends to enter into indemnification
agreements with its directors and officers substantially in the form
attached to the Form S-4 as Exhibit 10.7. These agreements provide, in
general, that LTM Holdings, Inc. will indemnify such directors and
officers for, and hold them harmless from and against, any and all
amounts paid in settlement or incurred by, or assessed against, such
directors and officers arising out of or in connection with the
service of such directors and officers as a director or officer of LTM
Holdings, Inc. or its Affiliates (as defined) to the fullest extent
permitted by Delaware law. Each indemnification agreement terminates
upon the later of (a) 10 years after the director or officer ceases to
be an officer or director of LTM Holdings, Inc.(or any other entity at
the request of LTM Holdings, Inc.) and (b) one year after the final
termination of all pending or threatened proceedings for which such
director or officer is or may be entitled to indemnification under
such agreement.
LTM Holdings, Inc. maintains directors' and officers' liability
insurance which will provide for payment, on behalf of the directors
and officers of LTM Holdings, Inc. and its subsidiaries, of certain
losses of such persons (other than matters uninsurable under law)
arising from claims, including claims arising under the Securities
Act, for acts or omissions by such persons while acting as directors
or officers of LTM Holdings, Inc. and/or its subsidiaries, as the case
may be.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit No. Description
- ---------- -----------
4.1 LTM Holdings, Inc. 1997 Stock Incentive Plan (included as
Annex J to the Management Information Circular and Proxy
Statement/Prospectus that constitutes a part of the
Registration Statement on Form S-4 filed with the
Commission on February 13, 1998 (File No. 333-46313) (the
"Form S-4"), and incorporated herein by reference).
4.2 Cineplex Odeon Stock Option Plan, as amended effective
June 6, 1996 (filed as Exhibit 10.1 to the Annual Report
on Form 10K of Cineplex Odeon Corporation filed with the
Commission on March 23, 1998 (File No.1-9454), and
incorporated herein by reference).
4.3 Plan of Arrangement (included as Annex E to the Form S-4,
and incorporated herein by reference).
4.4 Form of Amended and Restated Certificate of Incorporation
of LTM Holdings, Inc. (included as Annex H to the Form
S-4, and incorporated herein by reference).
4.5 Form of Amended and Restated Bylaws of LTM Holdings, Inc.
(filed as Exhibit 3.2 to the Form S-4, and incorporated
herein by reference).
4.6 Form of Common Stock Certificate (New York).
4.7 Form of Common Stock Certificate (Toronto).
5 Opinion of Fried, Frank, Harris, Shriver & Jacobson, as
to the legality of the securities being registered.
15 Letter of Price Waterhouse LLP regarding unaudited pro
forma financial information.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of KPMG.
23.3 Consent of Fried, Frank, Harris, Shriver & Jacobson
(included in Exhibit 5).
24 Powers of Attorney (included herein on page 7).
ITEM 9. UNDERTAKINGS
LTM Holdings, Inc. hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(a) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(b) To reflect in the prospectus any facts or events
arising after the effective date of this 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 this
Registration Statement; and
(c) To include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a) and (b) do not apply if
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by LTM Holdings, Inc.
pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment to this
Registration Statement 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.
(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.
(4) That, for the purpose of determining any liability under
the Securities Act, each filing of LTM Holdings, Inc.'s annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange
Act that is incorporated by reference in this Registration
Statement 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.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of LTM Holdings, Inc. pursuant to the
foregoing provisions, or otherwise, LTM Holdings, Inc. has been
advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by LTM Holdings, Inc. of expenses incurred or
paid by a director, officer or controlling person of LTM
Holdings, Inc. 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, LTM
Holdings, Inc. 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 and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and it 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 May 12, 1998.
LTM Holdings, Inc.
By: /s/ John C. McBride, Jr.
----------------------------
John C. McBride, Jr.
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints John J. Walker and
John C. McBride, Jr., and each or either of them, his or her true and
lawful attorneys-in-fact and agents, each acting alone, with full
powers of substitution and resubstitution, for such person and in his
or her name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Commission, granting unto said attorney-in-fact and agents each acting
alone, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as might or could be
done in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his or her
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Lawrence J. Ruisi President, Chief Executive May 12, 1998
- ------------------------ Officer and Director
Lawrence J. Ruisi
/s/ John J. Walker Senior Vice President, Chief May 8, 1998
- ------------------------ Financial Officer and Treasurer
John J. Walker
/s/ Joseph Sparacio Vice President and Controller May 11, 1998
- ------------------------
Joseph Sparacio
/s/ Howard Stringer Director May 7, 1998
- ------------------------
Howard Stringer
/s/ Marinus N. Henny Director May 7, 1998
- ------------------------
Marinus N. Henny
Director May , 1998
- ------------------------
Robert J. Wynne
/s/ Kenneth Lemberger Director May 8, 1998
- ------------------------
Kenneth Lemberger
/s/ Stanley Steinberg Director May 7, 1998
- ------------------------
Stanley Steinberg
/s/ Yuki Nozoe Director May 8, 1998
- ------------------------
Yuki Nozoe
EXHIBIT INDEX
Exhibit No. Description of Exhibit Page
- ----------- ---------------------- ----
4.1 LTM Holdings, Inc. 1997 Stock Incentive Plan (included
as Annex J to the Management Information Circular and
Proxy Statement/Prospectus that constitutes a part of
the Registration Statement on Form S-4 filed with the
Commission on February 13, 1998 (File No. 333-46313)
(the "Form S-4"), and incorporated herein by
reference).
4.2 Cineplex Odeon Stock Option Plan, as amended effective
June 6, 1996 (filed as Exhibit 10.1 to the Annual
Report on Form 10K of Cineplex Odeon Corporation filed
with the Commission on March 23, 1998 (File No.109454),
and incorporated herein by reference).
4.3 Plan of Arrangement (included as Annex E to the Form
S-4, and incorporated herein by reference).
4.4 Form of Amended and Restated Certificate of
Incorporation of LTM Holdings, Inc. (included as Annex
H to the Form S-4, and incorporated herein by
reference).
4.5 Form of Amended and Restated Bylaws of LTM Holdings,
Inc. (filed as Exhibit 3.2 to the Form S-4, and
incorporated herein by reference).
4.6 Form of Common Stock Certificate (New York).
4.7 Form of Common Stock Certificate (Toronto).
5 Opinion of Fried, Frank, Harris, Shriver & Jacobson
15 Letter of Price Waterhouse LLP regarding unaudited pro
forma financial information.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of KPMG.
23.3 Consent of Fried, Frank, Harris, Shriver & Jacobson
(included in Exhibit 5).
24 Powers of Attorney (included herein on page 7).
EXHIBIT 4.6
LOEWS CINEPLEX ENTERTAINMENT CORPORATION
COMMON STOCK
--------------------------------------------------
NUMBER SHARES
CUSIP 540423 10 0
NY
--------------------------------------------------
[LOGO]
THIS CERTIFIES THAT
IS THE OWNER OF
<TABLE>
<S> <C> <C> <C>
SEE THIS INCORPORATED FULLY PAID AND NONASSESSABLE SHARES OF COMMON
REVERSE CERTIFICATE UNDER THE STOCK, PAR VALUE $0.1 PER SHARE, OF
FOR IS LAWS OF THE
CERTAIN TRANSFERABLE STATE OF (LOEWS CINEPLEX ENTERTAINMENT CORPORATION (herein called the "Corporation"),
DEFINITIONS IN TORONTO, DELAWARE transferable on the books of the Corporation by the holder hereof in person
CANADA, or by duly authorized attorney upon the surrender of this certificate
RIDGEFIELD properly endorsed. This certificate is not valid unless countersigned and
PARK, N.J. registered by the Transfer Agent and Registrar.
AND NEW YORK, WITNESS the facsimile seal of the Corporation and the signatures of its
N.Y. duly authorized officers.
COUNTERSIGNED AND REGISTERED:
CHASEMELLON SHAREHOLDER SERVICE, L.L.C.
TRANSFER AGENT
AND REGISTRAR DATED:
AUTHORIZED SIGNATURE /s/ Mindy L. Tucker /s/ Lawrence J. Ruisi
SECRETARY PRESIDENT AND CHIEF EXECUTIVE OFFICER
UNITED STATES BANKNOTE COMPANY.
[SEAL]
</TABLE>
The Corporation will furnish without charge to each
stockholder who so requests a statement of the designations,
powers, preferences and relative participating, optional or other
special rights of each class of stock or series thereof of the
Corporation and the qualifications, limitations or restrictions
of such preferences and/or rights. Such request may be made to
the Corporation or the Transfer Agent.
The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though they
were written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT - ____________ Custodian _________________
(Cust) (Minor)
under Uniform Gifts to Minors
Act___________________________________
(State)
Additional abbreviations may also be used though not in the above
list.
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- -------------------------------
/ /
- -------------------------------
_________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE,
OF ASSIGNEE)
_________________________________________________________________
_________________________________________________________________
___________________________________________________________shares
of the capital stock represented by the within Certificate, and
do hereby irrevocably constitute and appoint __________________
_________________________________________________________Attorney
to transfer the said stock on the books of the within named
Corporation with full power of substitution in the premises.
Dated _________________
_________________________________
THE SIGNATURE TO THIS ASSIGNMENT
NOTICE: MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
Signature(s) Guaranteed:
________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY
AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULE 17Ad-15.
EXHIBIT 4.7
LOEWS CINEPLEX ENTERTAINMENT CORPORATION
COMMON STOCK
--------------------------------------------------
NUMBER SHARES
CUSIP 540423 10 0
T
--------------------------------------------------
[LOGO]
THIS IS TO CERTIFY THAT
IS THE OWNER OF
<TABLE>
<S> <C> <C> <C>
SEE THIS INCORPORATED FULLY PAID AND NONASSESSABLE SHARES OF COMMON
REVERSE CERTIFICATE UNDER THE STOCK, PAR VALUE $0.1 PER SHARE, OF
FOR IS LAWS OF THE
CERTAIN TRANSFERABLE STATE OF (LOEWS CINEPLEX ENTERTAINMENT CORPORATION (herein called the "Corporation"),
DEFINITIONS IN TORONTO, DELAWARE transferable on the books of the Corporation by the holder hereof in person
CANADA, or by duly authorized attorney upon the surrender of this certificate
RIDGEFIELD properly endorsed. This certificate is not valid unless countersigned and
PARK, N.J. registered by the Transfer Agent and Registrar.
AND NEW YORK, WITNESS the facsimile seal of the Corporation and the signatures of its
N.Y. duly authorized officers.
COUNTERSIGNED AND REGISTERED:
MONTREAL TRUST COMPANY
TRANSFER AGENT
AND REGISTRAR DATED:
AUTHORIZED SIGNATURE /s/ Mindy L. Tucker /s/ Lawrence J. Ruisi
SECRETARY PRESIDENT AND CHIEF EXECUTIVE OFFICER
UNITED STATES BANKNOTE COMPANY.
[SEAL]
</TABLE>
The Corporation will furnish without charge to each
stockholder who so requests a statement of the designations,
powers, preferences and relative participating, optional or other
special rights of each class of stock or series thereof of the
Corporation and the qualifications, limitations or restrictions
of such preferences and/or rights. Such request may be made to
the Corporation or the Transfer Agent.
The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though they
were written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT - ____________ Custodian _________________
(Cust) (Minor)
under Uniform Gifts to Minors
Act___________________________________
(State)
Additional abbreviations may also be used though not in the above
list.
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- -------------------------------
/ /
- -------------------------------
_________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE,
OF ASSIGNEE)
_________________________________________________________________
_________________________________________________________________
___________________________________________________________shares
of the capital stock represented by the within Certificate, and
do hereby irrevocably constitute and appoint __________________
_________________________________________________________Attorney
to transfer the said stock on the books of the within named
Corporation with full power of substitution in the premises.
Dated _________________
_________________________________
THE SIGNATURE TO THIS ASSIGNMENT
NOTICE: MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
Signature(s) Guaranteed:
________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY
AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULE 17Ad-15.
EXHIBIT 5
[LETTERHEAD OF FRIED, FRANK, HARRIS, SHRIVER & JACOBSON]
212-859-8164
May 11, 1998 (FAX: 212-859-8586)
LTM Holdings, Inc.
711 Fifth Avenue
11th Floor
New York, New York 10022
Ladies and Gentlemen:
We have acted as special counsel for LTM Holdings, Inc., a
Delaware corporation ("LTM"), in connection with the registration,
pursuant to a Registration Statement on Form S-8 (the "Form S-8"), of
4,520,000 shares (the "Shares") of Common Stock, par value $.01 per
share, of LTM. The Shares may be issued by LTM under the LTM Holdings,
Inc. 1997 Stock Incentive Plan and the Cineplex Odeon Corporation
Stock Option Plan (collectively, the "Plans") upon the exercise of
options issued under the Plans to employees of LTM and Cineplex Odeon
Corporation ("Cineplex"). With your permission, all assumptions and
statements of reliance herein have been made without any independent
investigation or verification on our part except to the extent
otherwise expressly stated, and we express no opinion with respect to
the subject matter or accuracy of such assumptions or items relied
upon.
In connection with this opinion, we have (i) investigated
such questions of law, (ii) examined originals or certified, conformed
or reproduction copies of such agreements, instruments, documents and
records of LTM and Cineplex, and such certificates of public officials
and such other documents, and (iii) received such information from
officers and representatives of LTM and Cineplex as we have deemed
necessary or appropriate for the purposes of this opinion.
In all such examinations, we have assumed the legal capacity
of all natural persons executing documents, the genuineness of all
signatures, the authenticity of original and certified documents and
the conformity to original or certified documents of all copies
submitted to us as conformed or reproduction copies. As to various
questions of fact relevant to the opinions expressed herein, we have
relied upon, and assume the accuracy of, representations and
warranties contained in the documents and certificates and oral or
written statements and other information of or from representatives of
LTM and others and assume compliance on the part of all parties to the
documents with their covenants and agreements contained therein.
Based upon the foregoing and subject to the limitations,
qualifications and assumptions set forth herein, we are of the opinion
that the issuance of the Shares pursuant to the Plans has been duly
authorized and that such Shares, when issued, paid for and delivered
as authorized in accordance with the Plans, will be validly issued,
fully paid and non-assessable.
The opinions expressed herein are limited to the laws of the
United States of America and the General Corporation Law of the State
of Delaware, as currently in effect. The opinions expressed herein are
given as of the date hereof, and we undertake no obligation to
supplement this letter if any applicable laws change after the date
hereof or if we become aware of any facts that might change the
opinions expressed herein after the date hereof or for any other
reason.
We hereby consent to the filing of this opinion as an
exhibit to the Form S-8 relating to the registration of the Shares. In
giving such consent, we do not hereby admit that we are in the
category of such persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended.
Very truly yours,
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
By: /s/ David C. Golay
--------------------------------
David C. Golay
EXHIBIT 15
[LETTERHEAD OF PRICE WATERHOUSE]
May 11, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We are aware that LTM Holdings, Inc. has incorporated by reference in
this Registration Statement on Form S-8 our report dated January 30,
1998 issued pursuant to Canadian requirements and our report dated
January 30, 1998 regarding differences between Canadian and United
States reporting standards which appear on pages 89 and 90,
respectively, in the Registration Statement on Form S-4
(No.333-46313). We are also aware of our responsibilities under the
Securities Act of 1933.
Yours very truly,
/s/ Price Waterhouse LLP
EXHIBIT 23.2
[LETTERHEAD OF KPMG]
The Board of Directors
Cineplex Odeon Corporation
We consent to the incorporation by reference in the registration
statement on Form S-8 of LTM Holdings, Inc. (to be renamed Loews
Cineplex Entertainment Corporation) pertaining to the LTM Holdings,
Inc. 1997 Stock Incentive Plan and the Cineplex Odeon Corporation
Stock Option Plan, of our report dated February 13, 1998 with respect
to the consolidated balance sheets of Cineplex Odeon Corporation as of
December 31, 1997 and 1996, and the related consolidated statements of
income and changes in shareholders' equity and cash resources for each
of the years in the three year period ended December 31, 1997,
included in the Annual Report on Form 10K of Cineplex Odeon
Corporation for the year ended December 31, 1997.
/s/ KPMG
Chartered Accountants
Toronto, Canada
May 8, 1998
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated December 8, 1997 relating to the
combined consolidated financial statements of LTM Holdings, Inc. and our
report dated April 8, 1997 relating to the financial statements of
Loeks-Star Partners, which appear on pages F-2 and F-21, respectively, in
the Registration Statement on Form S-4 (No. 333-46313). We also consent to
the reference to us under the heading "Interests of Named Experts and
Counsel" in this Registration Statement.
/s/ Price Waterhouse L.L.P.
New York, New York
May 11, 1998
