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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 31, 1998
LOEWS CINEPLEX ENTERTAINMENT CORPORATION
Exact name of registrant as specified in its charter
DELAWARE File No. 1-14099 13-3386485
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification Number)
incorporation)
711 Fifth Avenue, 11th Floor, New York, New York 10022
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (212) 833-6200
Not Applicable
(former name or former address, if changed since last report)
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Item 5. Other Events.
On July 31, 1998, Loews Cineplex Entertainment Corporation issued two press
releases, copies of which are attached hereto as Exhibits 99.1 and 99.2 and
incorporated herein by reference.
On August 3, 1998, Loews Cineplex Entertainment Corporation issued a press
release, a copy of which is attached hereto as Exhibit 99.3 and incorporated
herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibit: 99.1 Press Release, dated July 31, 1998.
Exhibit: 99.2 Press Release, dated July 31, 1998.
Exhibit: 99.3 Press Release, dated August 3, 1998.
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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 thereunto duly authorized.
LOEWS CINEPLEX ENTERTAINMENT
CORPORATION
Dated: August 10, 1998 By: /s/John C. McBride, Jr.
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John C. McBride, Jr.
Senior Vice President and General Counsel
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LOEWS CINEPLEX ENTERTAINMENT CORPORATION
FORM 8-K
CURRENT REPORT
EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release, dated July 31, 1998
Exhibit No. Description
99.2 Press Release, dated July 31, 1998
Exhibit No. Description
99.3 Press Release, dated August 3, 1998
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Exhibit 99.1
LOEWS CINEPLEX ENTERTAINMENT ANNOUNCES PRICING OF EQUITY OFFERING
July 31, 1998 9:11 AM EDT
NEW YORK, July 31 /PRNewswire/ -- Loews Cineplex Entertainment Corporation
(NYSE: LCP; Toronto SE: LCX) announced today the pricing of its public
offering of 10 million shares of common stock at a price of $11.00 per share.
The offering will result in aggregate net proceeds to the Company of
approximately $102.6 million, excluding any proceeds from the over-allotment
option. The Company has granted the Underwriters an option to purchase an
additional 1.5 million shares to cover over-allotments, if any. The offering is
being lead managed by Credit Suisse First Boston and co-managed by Bear, Stearns
& Co. Inc., BT Alex. Brown, Goldman, Sachs & Co., and Salomon Smith Barney.
The net proceeds to Loews Cineplex from the common stock offering, combined with
the senior subordinated debt private placement which is expected to be priced
today, will be used primarily to fund the tender offer for the $200 million
aggregate principal amount of 10-7/8% Senior Subordinated Notes due 2004 of
Plitt Theatres, Inc., reduce debt outstanding under the Company's Senior Credit
Facility, and increase funds available under this facility to finance the
expansion of its circuit in North America and internationally. Plitt Theatres,
Inc. is a wholly owned subsidiary of Loews Cineplex.
Plitt is offering to purchase any or all of the outstanding 10-7/8% Senior
Subordinated Notes due 2004 of Plitt Theatres, Inc. pursuant to an at-the-market
offer. As of the close of business on July 30, 1998, holders of approximately
97% of the outstanding Notes had validly tendered their Notes in the at-the-
market offer. The at-the-market offer which expires at 5:00 p.m., New York City
time, on August 4, 1998, unless extended, is subject to various conditions
including no event continuing that could materially impair the benefits the
Company contemplated at the time the at-the-market offer was commenced.
Loews Cineplex, formed by the May 1998 merger of Sony/Loews Theatres and the
Cineplex Odeon Corporation, is one of the world's largest motion picture
exhibition companies, with 2,900 screens in 465 locations primarily in major
cities throughout the United States, Canada and Europe. Loews Cineplex's
divisions include Loews Cineplex United States, Cineplex Odeon Canada, and Loews
Cineplex International. Loews Cineplex operates theatres under the Loews, Sony
and Cineplex Odeon names. Additionally, the Company's partnerships operate
theatres under the Magic Johnson Theatres, Star Theatres and Yelmo Cineplex
names.
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Copies of the prospectus relating to the stock offering may be obtained from
Credit Suisse First Boston, 11 Madison Ave., New York, New York, or from the
offices of the other underwriters. SOURCE Loews Cineplex Entertainment
Corporation.
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Exhibit 99.2
LOEWS CINEPLEX ENTERTAINMENT CORPORATION INCREASES PRIVATE PLACEMENT OF SENIOR
SUBORDINATED DEBT FROM $200 MILLION TO $300 MILLION
July 31, 1998 1:39 PM EDT
NEW YORK, July 31 /PRNewswire/ -- Loews Cineplex Entertainment Corporation
(NYSE: LCP; TSE: LCX) announced today that it has priced the private placement
of $300 million of 8 7/8% Senior Subordinated Notes due 2008. The size of the
offering was increased from the $200 million originally planned. The Notes were
sold pursuant to Rule 144A under the Securities Act of 1933 and were rated B3 by
Moody's Investor Service and single-'B' by Standard & Poors.
The Notes have not been registered under the Securities Act of 1933 and may not
be offered or sold in the United States absent registration or an applicable
exemption from registration under the Securities Act.
The net proceeds to Loews Cineplex from the senior subordinated debt private
placement, combined with the concurrent common stock offering of 10 million
shares, will be used primarily to fund the tender offer for the $200 million
aggregate principal amount of 10 7/8% Senior Subordinated Notes due 2004 of
Plitt Theatres, Inc., reduce debt outstanding under the Company's Senior Credit
Facility, and increase funds available under this facility to finance the
expansion of its circuit in North America and internationally. Plitt Theatres,
Inc. is a wholly owned subsidiary of Loews Cineplex.
Plitt is offering to purchase any or all of the outstanding 10 7/8% Senior
Subordinated Notes due 2004 of Plitt Theatres, Inc. pursuant to an at-the-market
offer. As of the close of business on July 30, 1998, holders of approximately
97% of the outstanding Notes had validly tendered their Notes in the at-the-
market offer. The at-the-market offer which expires at 5:00 p.m., New York City
time, on August 4, 1998, unless extended, is subject to various conditions
including no event continuing that could materially impair the benefits the
Company contemplated at the time the at-the-market offer was commenced.
Loews Cineplex, formed by the May 1998 merger of Sony/Loews Theatres and the
Cineplex Odeon Corporation, is one of the world's largest motion picture
exhibition companies, with 2,900 screens in 465 locations primarily in major
cities throughout the United States, Canada and Europe. Loews Cineplex's
divisions include Loews Cineplex United States, Cineplex Odeon Canada, and Loews
Cineplex International. Loews Cineplex operates theatres under the Loews, Sony
and Cineplex Odeon names. Additionally, the Company's partnerships operate
theatres under the Magic Johnson
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Theatres, Star Theatres and Yelmo Cineplex names. SOURCE Loews Cineplex
Entertainment Corporation.
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Exhibit 99.3
LOEWS CINEPLEX ENTERTAINMENT ANNOUNCES PRICING OF TENDER OFFER
August 3, 1998 8:56 AM EDT
NEW YORK, Aug. 3 /PRNewswire/ -- Plitt Theatres, Inc., which is a wholly owned
subsidiary of Loews Cineplex Entertainment Corporation (NYSE: LCP, TSE: LCX),
announced today that the Total Purchase Price and Tender Offer Yield under its
at-the-market tender offer and consent solicitation relating to Plitt's 10-7/8%
Senior Subordinated Notes due 2004 will be $1,092.61 per $1,000 principal amount
of Notes and 5.915%, respectively, including a consent payment of 2% of the
principal amount of Notes payable to holders who validly tendered Notes and
delivered consents by 5:00 p.m., New York City time, on July 1, 1998, plus
accrued and unpaid interest on the Notes up to, but not including, the date of
payment of the purchase price for the Notes.
As of the close of business on July 31, 1998, holders of approximately 97% of
the outstanding Notes had validly tendered their Notes in the at-the-market
offer. The at-the-market offer expires 5:00 p.m., New York City time, on August
4, 1998, unless extended.
Loews Cineplex, formed by the May 1998 merger of Sony/Loews Theatres and the
Cineplex Odeon Corporation, is one of the world's largest motion picture
exhibition companies, with 2,900 screens in 465 locations primarily in major
cities throughout the United States, Canada and Europe. Loews Cineplex's
divisions include Loews Cineplex United States, Cineplex Odeon Canada, and Loews
Cineplex International. Loews Cineplex operates theatres under the Loews, Sony
and Cineplex Odeon names. Additionally, the Company's partnerships operate
theatres under the Magic Johnson Theatres, Star Theatres and Yelmo Cineplex
names. SOURCE Loews Cineplex Entertainment Corporation.
