<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
LOEWS CINEPLEX ENTERTAINMENT CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Shares
- --------------------------------------------------------------------------------
(Title of Class of Securities)
540423 110 0
-----------------------
(CUSIP Number)
Tamotsu Iba
Executive Deputy President,
Chief Financial Officer
Sony Corporation
6-7-35 Kitashingawa
Shinagawa-ku, Tokyo 141-0001 Japan
81-3-5448-2111
with a copy to:
Morton A. Pierce, Esq.
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019-6092
(212) 259-8000
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 14, 1998
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [_].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO.540423 110 0 PAGE 2 OF 20 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON: Sony Corporation
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Japan
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 21,934,625
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
21,934,625
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
21,934,625
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
Not Applicable [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
49.9%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
2
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 540423 110 0 PAGE 3 OF 20 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON: Sony Pictures Entertainment Inc.
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 21,934,625
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
21,934,625
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
21,934,625
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
Not Applicable [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
49.9%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
3
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO.540423 110 0 PAGE 4 OF 20 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON: LTMB, Inc.
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 19,270,321
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
19,270,321
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
19,270,321
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
Not Applicable [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
43.8%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 540423 110 0 PAGE 5 OF 20 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON: CPE Holdings, Inc.
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 291,086.591
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
291,086.591
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
291,086.591
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
Not Applicable [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0.7%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
5
<PAGE>
ITEM 1. SECURITY AND ISSUER
This Statement relates to the common shares, par value $0.01 per share
(the "Loews Cineplex Common Shares"), of Loews Cineplex Entertainment
Corporation, a Delaware Corporation ("Loews Cineplex"). The address of the
principal executive offices of Loews Cineplex is 711 Fifth Avenue, New York, New
York 10022.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed jointly by Sony Pictures Entertainment Inc., a
Delaware corporation ("Sony Pictures"), Sony Corporation, a Japanese
corporation ("Sony"), LTMB, Inc., a Delaware corporation ("LTMB"), and CPE
Holdings, Inc., a Delaware corporation ("CPE") (collectively, the
"Reporting Persons"). Sony Pictures is a global entertainment company
which has operations including motion picture production and distribution,
television channels, production and syndication, home video acquisition and
distribution, operation of studio facilities and development of new
entertainment products, new uses and technologies. The principal business
of Sony is the development, manufacture and sale of various kinds of
electronic equipment, instruments and devices and the principal business of
LTMB is the operating of motion picture theatres in the United States.
CPE is a holding company for various assets of Sony Pictures.
LTMB is a direct, wholly owned subsidiary of LTMA, Inc., a Delaware
corporation which is a wholly owned subsidiary of Sony Pictures. CPE is
jointly owned by Sony Pictures and SPE Corporate Services Inc., a
California corporation. Sony Pictures and SPE Corporate Services Inc. are
indirect, wholly owned subsidiaries of Sony.
(b) The principal executive offices of Sony Pictures are located at 10202 West
Washington Boulevard, Culver City, California 90232-3195, the principal
executive offices of Sony are located at 6-7-35 Kitashinagawa, Shinagawa-
ku, Tokyo 141-0001 Japan, the principal executive offices of LTMB are
located at 711 Fifth Avenue, New York, New York 10022 and the principal
executive offices of CPE are located at 10202 West Washington Boulevard,
Culver City, California 90232-3195
(c) Set forth in Schedule I to this Schedule 13D is the name, business address,
present principal occupation or employment of each executive officer and
director of the Reporting Persons.
(d) During the last five years, neither the Reporting Persons nor, to the best
knowledge of the Reporting Persons, any of the persons listed on Schedule I
has been convicted in a criminal proceeding.
(e) During the last five years, neither the Reporting Persons nor, to the best
knowledge of the Reporting Persons, any of the persons listed on Schedule I
has been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction resulting in a judgment, decree or final order
enjoining
6
<PAGE>
future violations of, or prohibiting activities subject to, Federal or
State securities laws or finding any violations with respect to such laws.
(f) Set forth in Schedule I of this Schedule 13D is information concerning the
citizenship of the executive officers and directors of the Reporting
Persons.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Persons acquired beneficial ownership of 21,934,625
Loews Cineplex Common Shares and 1,202,486 Class A Non-Voting Common Shares, par
value $0.01 per share of Loews Cineplex (the "Loews Cineplex Class A Non-Voting
Common Shares"), in connection with the consummation of the transactions
contemplated by the Master Agreement as defined in Item 4 below.
ITEM 4. PURPOSE OF THE TRANSACTION.
Sony Pictures, LTM Holdings, Inc., a Delaware corporation and an
indirect subsidiary of Sony Pictures ("LTM"), and Cineplex Odeon Corporation, a
Canadian corporation ("Cineplex"), entered into an Amended and Restated Master
Agreement dated as of September 30, 1997 (the "Master Agreement"), as amended by
an Amending Agreement, dated as of May 14, 1998, among Cineplex, LTM, Universal
(as defined below) and the Claridge Group (as defined below) (the "Amending
Agreement"), providing for, among other things, a business combination involving
LTM and Cineplex which resulted in Cineplex becoming a wholly owned subsidiary
of LTM, and LTM changing its name to Loews Cineplex Entertainment Corporation.
The business combination was effected on May 14, 1998, pursuant to a Plan of
Arrangement of Cineplex under the Business Corporations Act of Ontario, Canada.
Pursuant to the Master Agreement, (i) Cineplex exchanged all of the
capital stock of its wholly owned subsidiary, Plitt Theatres, Inc., a Delaware
corporation, with Loews Cineplex for 8,242,385 Loews Cineplex Common Shares,
(ii) Cineplex distributed all such Loews Cineplex Common Shares to its
shareholders, other than dissenting shareholders, on a pro rata basis, in
consideration for the purchase for cancellation of 82,423,849 shares of Cineplex
capital stock and (iii) Loews Cineplex immediately thereafter acquired each
remaining issued and outstanding share of Cineplex capital stock, other than
shares held by dissenting shareholders, from the holder thereof in exchange for
one-tenth of one Loews Cineplex Common Share, except that Loews Cineplex
acquired 800,000 shares of Subordinate Restricted Voting Shares of Cineplex from
Universal Studios, Inc., a Delaware corporation ("Universal"), in exchange for
80,000 Class B Non-Voting Common Shares, par value $0.01 per share of Loews
Cineplex (the "Loews Cineplex Class B Non-Voting Common Shares"), and 40,000
common shares of Cineplex from the Trust (as defined below) in exchange for
4,000 Loews Cineplex Class B Non-Voting Common Shares. Upon the consummation of
this transaction, the shareholders of Cineplex became shareholders of Loews
Cineplex, and each of Plitt and Cineplex became a wholly owned subsidiary of
Loews Cineplex.
7
<PAGE>
Pursuant to the Master Agreement, Loews Cineplex distributed to LTMB
19,269,348.25 Loews Cineplex Common Shares, and 1,202,486 Loews Cineplex Class A
Non-Voting Common Shares. This distribution of Loews Cineplex Common Shares was
in addition to the 972.75 Loews Cineplex Common Shares which were owned by LTMB.
Pursuant to the Master Agreement, Sony Pictures, CPE, and Loews USA
Cinemas, Inc., a Delaware corporation and a wholly owned subsidiary of Loews
Cineplex ("Loews USA"), entered into a Stock Exchange Agreement dated as of May
14, 1998 (the "S&J Theatres Stock Exchange Agreement"). Pursuant to the S&J
Theatres Stock Exchange Agreement, Loews USA transferred 291,086.591 Loews
Cineplex Common Shares, which it had previously received from Loews Cineplex, to
CPE in exchange for all of the issued and outstanding stock of S&J Theatres
Inc., a California corporation and a wholly owned subsidiary of CPE.
Pursuant to the Master Agreement, Sony Pictures, Star Theatres, Inc.,
a Delaware corporation and a wholly owned subsidiary of Sony Pictures ("Star
Theatres"), and Loews Theatre Enterprises, Inc., a Delaware corporation and a
wholly owned subsidiary of Loews Cineplex ("LTE"), entered into an Agreement and
Plan of Merger, dated as of May 14, 1998 (the "Star Theatres Merger Agreement").
Pursuant to the Star Theatres Merger Agreement, Star Theatres merged with and
into LTE, with LTE continuing as the surviving corporation, and in consideration
therefor, Sony Pictures received 2,373,217 Loews Cineplex Common Shares, which
LTE had previously received from Loews Cineplex.
Concurrently with the execution and delivery of the Master Agreement,
Universal, LTM, Sony Pictures, the Charles Rosner Bronfman Family Trust, a trust
created under the laws of the province of Quebec, Canada (the "Trust"), and
certain related individuals and entities (the Trust and such individuals,
collectively, the "Claridge Group"), entered into an Amended and Restated
Stockholders Agreement (the "Stockholders Agreement"), dated as of September 30,
1997, relating to certain arrangements involving Loews Cineplex including, among
other things, (i) representation on the Loews Cineplex Board of Directors, (ii)
consent rights for Sony Pictures and Universal in connection with certain
actions by Loews Cineplex, (iii) purchase rights for Sony Pictures and Universal
in connection with certain issuances of securities by Loews Cineplex, (iv)
restrictions on the acquisition and disposition of Loews Cineplex securities by
Sony Pictures, Universal and the Claridge Group and (v) registration rights
covering Loews Cineplex securities beneficially owned by Sony Pictures,
Universal and the Claridge Group. In addition, pursuant to the Stockholders
Agreement, Sony Pictures is entitled to designate six directors on Loews
Cineplex's Board of Directors.
Concurrently with the execution and delivery of the Master Agreement,
LTM and Universal entered into a Subscription Agreement (the "Subscription
Agreement"), dated as of September 30, 1997, as amended by the Amending
Agreement, which provided for, among other things, that in addition to receiving
Loews Cineplex Common Shares pursuant to the Arrangement as a Cineplex
shareholder, as an integral part of the business combination between Cineplex
and LTM, Universal agreed to purchase 4,426,606 Loews Cineplex Common Shares for
$84.5 million in cash.
8
<PAGE>
Upon the consummation of the transactions contemplated by the Master
Agreement, Universal owned 11,691,249 Loews Cineplex Common Shares or 26.6% of
the issued and outstanding Loews Cineplex Common Shares, the Claridge Group
owned 4,324,003 Loews Cineplex Common Shares or 9.8% of the issued and
outstanding Loews Cineplex Common Shares and other Cineplex shareholders owned
6,013,456 Loews Cineplex Common Shares or 13.7% of the issued and outstanding
Loews Cineplex Common Shares. In addition, Universal owned 80,000 Loews Cineplex
Class B Non-Voting Common Shares or 95.2% of the issued and outstanding Loews
Cineplex Class B Non-Voting Common Shares and the Claridge Group owned 4,000
Loews Cineplex Class B Non-Voting Common Shares or 4.8% of the issued and
outstanding Loews Cineplex Class B Non-Voting Common Shares.
The preceding summary of certain provisions of the Master Agreement,
the S&J Theatres Stock Exchange Agreement, the Star Theatres Merger Agreement,
the Stockholders Agreement, the Subscription Agreement and the Amending
Agreement is not intended to be complete and is qualified in its entirety by
reference to the full text of such agreements. Copies of the Master Agreement,
the S&J Theatres Stock Exchange Agreement, the Star Theatres Merger Agreement,
the Stockholders Agreement, the Subscription Agreement and the Amending
Agreement are filed as exhibits hereto and are incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) As a result of the transactions described in Item 4 above,
Sony Pictures and Sony are the beneficial owners of 21,934,625 Loews Cineplex
Common Shares or 49.9% of the issued and outstanding Loews Cineplex Common
Shares, and 1,202,486 Loews Cineplex Class A Non-Voting Common Shares or 100% of
the issued and outstanding Loews Cineplex Class A Non-Voting Common Shares. In
addition, LTMB is the beneficial owner of 19,270,321 Loews Cineplex Common
Shares or 43.8% of the issued and outstanding Loews Cineplex Common Shares and
CPE is the beneficial owner of 291,086.591 Loews Cineplex Common Shares or 0.7%
of the issued and outstanding Loews Cineplex Common Shares.
As a result of the transactions described in Item 4 above, Sony
Pictures and Sony share the power to vote 21,934,625 Loews Cineplex Common
Shares or 49.9% of the issued and outstanding Loews Cineplex Common Shares. In
addition, LTMB shares the power to vote 19,270,321 Loews Cineplex Common Shares
or 43.8% of the issued and outstanding Loews Cineplex Common Shares and CPE
shares the power to vote 291,086.591 Loews Cineplex Common Shares or 0.7% of the
issued and outstanding Loews Cineplex Common Shares.
Except as set forth in this Schedule 13D, neither the Reporting
Persons nor, to the best knowledge of the Reporting Persons, any of their
respective directors or executive officers are beneficial owners of any Loews
Cineplex Common Shares.
The Reporting Persons may be deemed to be part of a group with, and to
share voting power over the shares held by, Universal and the Claridge Group
within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as
amended (the "Exchange
9
<PAGE>
Act"), by virtue of the fact that they are parties to the Stockholders
Agreement. The Reporting Persons do not believe they are members of a group that
includes Universal and the Claridge Group and disclaim beneficial ownership of
the shares owned by Universal and the Claridge Group. The filing of this
Schedule 13D shall not be construed as an admission that the Reporting Persons
are the beneficial owners of shares held by Universal and the Claridge Group or
that the Reporting Persons, Universal and the Claridge Group constitute a group.
(c) Neither the Reporting Persons nor, to the best knowledge of the
Reporting Persons, any person named in Schedule I, has effected any transaction
in Loews Cineplex Common Shares during the past 60 days, except as disclosed
herein.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except as described in Items 4 and 5 above, neither the Reporting
Persons nor, to the best knowledge of the Reporting Persons, any of their
respective directors or executive officers has any contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 and between such persons and any person with respect to any securities of
Loews Cineplex, including, but not limited to, transfer or voting of any
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NO. DESCRIPTION
- ----------- -----------
1 Amended and Restated Master Agreement, dated as of
September 30, 1997, among Sony Pictures, LTM and
Cineplex Odeon, as amended by an Amending
Agreement, dated as of May 14, 1998, among
Cineplex, LTM, Universal and the Claridge
Group.*
2 Stock Exchange Agreement, dated as of May 14, 1998,
by and between CPE, Loews USA and Sony
Pictures.
___________________________
* Incorporated by reference to LTM's Registration Statement on Form S-4,
Registration No. 333-46313, as filed with the Securities and Exchange
Commission on February 13, 1998.
10
<PAGE>
3 Agreement and Plan of Merger, dated as of May 14,
1998, by and between Star Theatres, LTE and Sony
Pictures.
4 Amended and Restated Stockholders Agreement, dated
as of September 30, 1997, among LTM, Sony Pictures,
Universal Studios and the Claridge Group.*
5 Subscription Agreement, dated as of September 30,
1997, by and between LTM and Universal, as amended
by an Amending Agreement, dated as of May 14, 1998,
among Cineplex, LTM, Universal and the Claridge
Group.*
6 Amending Agreement, dated as of May 14, 1998, among
Cineplex, LTM, Universal and the Claridge
Group.
11
<PAGE>
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: May 27, 1998
SONY PICTURES ENTERTAINMENT INC.
By: /s/ Ronald N. Jacobi
------------------------------------
Name: Ronald N. Jacobi
Title: Executive Vice President,
General Counsel and Secretary
SONY CORPORATION
By: /s/ Tamotsu Iba
------------------------------------
Name: Tamotsu Iba
Title: Executive Deputy President,
Chief Financial Officer
LTMB, INC.
By: /s/ Seymour H. Smith
------------------------------------
Name: Seymour H. Smith
Title: Executive Vice President and
Secretary
CPE HOLDINGS, INC.
By: /s/ Ronald N. Jacobi
------------------------------------
Name: Ronald N. Jacobi
Title: Executive Vice President,
General Counsel and Secretary
12
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
1 Amended and Restated Master Agreement, dated as of
September 30, 1997, among Sony Pictures, LTM and
Cineplex Odeon, as amended by an Amending
Agreement, dated as of May 14, 1998, among
Cineplex, LTM, Universal and the Claridge Group.*
2 Stock Exchange Agreement, dated as of May 14, 1998,
by and between CPE, Loews USA and Sony
Pictures.
3 Agreement and Plan of Merger, dated as of May 14,
1998, by and between Star Theatres, LTE and Sony
Pictures.
4 Amended and Restated Stockholders Agreement, dated
as of September 30, 1997, among LTM, Sony Pictures,
Universal Studios and the Claridge Group.*
5 Subscription Agreement, dated as of September 30,
1997, by and between LTM and Universal, as amended
by an Amending Agreement, dated as of May 14, 1998,
among Cineplex, LTM, Universal and the Claridge
Group.*
6 Amending Agreement, dated as of May 14, 1998, among
Cineplex, LTM, Universal and the Claridge
Group.
________________________
* Incorporated by reference to LTM's Registration Statement on Form S-4,
Registration No. 333-46313, as filed with the Securities and Exchange
Commission on February 13, 1998.
13
<PAGE>
EXECUTIVE OFFICERS AND DIRECTORS OF SONY
Set forth below is the name, business address, principal occupation or
employment and citizenship of each director and executive officer of Sony.
The name of each person who is a director of Sony is marked with an asterisk.
Unless otherwise indicated, the business address of each person listed below is
6-7-35 Kitashingawa, Shinagawa-ku, Tokyo 141-0001 Japan. Unless otherwise
indicated, each person listed below is a citizen of Japan.
<TABLE>
<CAPTION>
NAME AND PRINCIPAL OCCUPATION
BUSINESS ADDRESS OR EMPLOYMENT CITIZENSHIP
- ---------------- ------------- -----------
<S> <C> <C>
Norio Ohga* Chairman of the Board of Directors and
Chief Executive Officer
Tsunao Hashimoto* Vice Chairman of the Board of Directors,
Chief Human Resources Officer
Nobuyuki Idei* President, Co-Chief Executive Officer
Minoru Morio* Executive Deputy President,
Chief Technology Officer
Kozo Ohsone* Executive Deputy President,
Chief Production Officer
Yoshiyuki Kaneda* Executive Deputy President,
Executive Representative, Western Japan
Tamotsu Iba* Executive Deputy President,
Chief Financial Officer
Peter G. Peterson* Chairman of The Blackstone Group United States
345 Park Avenue
New York, New York 10154
Kenichi Suematsu* Advisor of The Sakura Bank
1-3-1 Kudan-minami,
Chiyoda-ku,
Tokyo 100-8611 Japan
Hideo Ishihara* Chairman of Goldman Sachs (Japan) Ltd.
ARK Mori Bldg., 5F,
1-12-32 Akasaka, Minato-ku,
Tokyo 107-6005 Japan
Kiyoshi Yamakawa Corporate Executive Vice President, In charge
of Corporate External Relations
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
NAME AND PRINCIPAL OCCUPATION
BUSINESS ADDRESS OR EMPLOYMENT CITIZENSHIP
- ---------------- ------------- -----------
<S> <C> <C>
Suehiro Nakamura Corporate Executive Vice President, President
of Semiconductor Company, In charge of
Electronic Devices Marketing Group and System LSI
Design Center.
Kenichi Oyama Corporate Executive Vice President and
Senior General Manager of Accounting
& Finance Division
Hideo Nakamura Corporate Senior Vice President, In charge of
Manufacturing System Business Center,
Circuit Board Business Center,
and Production Engineering Center
Masayuki Takano Corporate Senior Vice President,
President of Display Company
Yasumasa Mizushima Corporate Senior Vice President, In charge of
Procurement Center and Logistics Center
Masayoshi Morimoto Corporate Senior Vice President, Senior General
Manager of Corporate Human Resources Division,
General Manager of Risk Management Office,
In charge of General Affairs Center and Capital
Market & Investor Relations
Shizuo Takashino Corporate Senior Vice President, President of
Personal A&V Products Company
Akiyosi Kawashima Corporate Senior Vice President, President of
Recording Media & Energy Company
Mario Tokoro Corporate Senior Vice President, President of
IT Laboratories
Toshitada Doi Corporate Vice President, President of
D-21 Laboratory, In charge of ER Business Incubation
Department.
Seiichi Watanabe Corporate Vice President, President of
Research Center
Kenji Hori Corporate Vice President, In charge of
Customer Satisfaction Center and
Corporate IS Solutions
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
NAME AND PRINCIPAL OCCUPATION
BUSINESS ADDRESS OR EMPLOYMENT CITIZENSHIP
- ---------------- ------------- -----------
<S> <C> <C>
Katsuaki Tsurushima Corporate Vice President, President of
Advanced Development Laboratory, Senior
General Manager of Super Audio CD
Business Center
Kunitake Ando Corporate Vice President, President of
Information Technology Company, In charge of
VAIO Center
Takeo Eguchi Corporate Vice President, Deputy President of
Broadcast & Professional System Company,
In charge of Visual Communication Center,
New Video Theatre Systems Planning
Department and Card Systems Department
Shigeyuki Ochi Corporate Vice President, President of
Media Processing Laboratories
Nobuyuki Watanabe Corporate Vice President, In charge of
Corporate Environmental Affairs
Sunobu Horigome Corporate Vice President, President of
Digital Network Solution Company
Tadasu Kawai Corporate Vice President, Senior General
Manager of Corporate Marketing Center,
General Manager of Corporate Regional
Strategic Planning Department
Mitsuru Ohki Corporate Vice President, President of
Broadcast & Professional System Company
Yoshio Nishi Corporate Vice President,
Corporate Research Fellow of Recording Media
& Energy Company
Yutaka Nakagawa Corporate Vice President, President
of Personal & Mobile Communication Company,
Senior General Manager of VAIO Center
Yukio Kubota Corporate Vice President, Deputy President
of Digital Network Solution Company
Katsumi Ihara Corporate Vice President, President of
Home A&V Products Company
</TABLE>
16
<PAGE>
SCHEDULE I
EXECUTIVE OFFICERS AND DIRECTORS OF SONY PICTURES
Set forth below is the name, business address, principal occupation or
employment and citizenship of each director and executive officer of Sony
Pictures. The name of each person who is a director of Sony Pictures is marked
with an asterisk. Unless otherwise indicated, the business address of each
person listed below is 10202 West Washington Boulevard, Culver City, California
90232. Unless otherwise indicated, each person listed below is a citizen of the
United States.
<TABLE>
<CAPTION>
NAME AND PRINCIPAL OCCUPATION
BUSINESS ADDRESS OR EMPLOYMENT CITIZENSHIP
- ---------------- ------------- -----------
<S> <C> <C>
Norio Ohga* Chairman of the Board of Directors and Japan
6-7-35 Kitashinagawa, Chief Executive Officer, Sony Corporation
Shinagawa-ku, Tokyo 141-0001 Japan
Nobuyuki Idei* President, Chief Operating Officer, Sony Japan
6-7-35 Kitashinagawa, Corporation
Shinagawa-ku, Tokyo 141-0001 Japan
Tsunao Hashimoto* Vice Chairman of the Board of Directors, Japan
6-7-35 Kitashinagawa, Sony Corporation
Shinagawa-ku, Tokyo 141-0001 Japan
Tamotsu Iba* Executive Deputy President, Sony Japan
6-7-35 Kitashinagawa, Corporation
Shinagawa-ku, Tokyo 141-0001 Japan
John N. Calley* President & Chief Exeuctive Officer
Peter G. Peterson* Chairman of The Blackstone Group
345 Park Avenue
New York, NY 10154
H. Paul Burak* Partner,
575 Madison Avenue Rosenman & Colin, L.L.P.
New York 10022
Howard Stringer* Chairman of Sony Pictures
550 Madison Avenue
New York, New York 10022
Teruo Masaki* Deputy President, Japan
550 Madison Avenue Sony Corporation of America
New York, New York 10022
Robert J. Wynne Co-President & Chief Operating
Officer
</TABLE>
17
<PAGE>
<TABLE>
<CAPTION>
NAME AND PRINCIPAL OCCUPATION
BUSINESS ADDRESS OR EMPLOYMENT CITIZENSHIP
- ---------------- ------------- -----------
<S> <C> <C>
Masayuki Nozoe Executive Vice President Japan
Edgar H. Howells, Jr. Executive Vice President & Chief
Financial Officer
Beth Berke Executive Vice President, Human Resources
Jon Feltheimer Executive Vice President
Ronald N. Jacobi Executive Vice President, General Counsel
& Secretary
Yair Landau Executive Vice President, Corporate
Development & Strategic Planning
Joseph W. Kraft Senior Vice President & Treasurer
Robert H. Moses Vice President
</TABLE>
18
<PAGE>
SCHEDULE I
EXECUTIVE OFFICERS AND DIRECTORS OF LTMB
Set forth below is the name, business address, principal occupation or
employment and citizenship of each director and executive officer of LTMB. The
name of each person who is a director of LTMB is marked with an asterisk.
Unless otherwise indicated, the business address of each person listed below is
711 Fifth Avenue, New York, New York 10022. Unless otherwise indicated, each
person listed below is a citizen of the United States.
<TABLE>
<CAPTION>
NAME AND PRINCIPAL OCCUPATION
BUSINESS ADDRESS OR EMPLOYMENT CITIZENSHIP
- ---------------- ------------- -----------
<S> <C> <C>
Lawrence J. Ruisi* President
Seymour H. Smith Executive Vice President
and Secretary
Robert Moses Vice President
555 Madison Avenue
New York, New York 10022
</TABLE>
19
<PAGE>
SCHEDULE I
EXECUTIVE OFFICERS AND DIRECTORS OF CPE
Set forth below is the name, business address, principal occupation or
employment and citizenship of each director and executive officer of CPE. The
name of each person who is a director of CPE is marked with an asterisk. Unless
otherwise indicated, the business address of each person listed below is 10202
West Washington Boulevard, Culver City, California 90232-3195. Unless otherwise
indicated, each person listed below is a citizen of the United States.
<TABLE>
<CAPTION>
NAME AND PRINCIPAL OCCUPATION
BUSINESS ADDRESS OR EMPLOYMENT CITIZENSHIP
- ---------------- ------------- -----------
<S> <C> <C>
Beth Berke* Executive Vice President,
Human Resources,
Sony Pictures Entertainment Inc.
Edgar H. Howells, Jr.* Executive Vice President and
Chief Financial Officer,
Sony Pictures Entertainment Inc.
Ronald N. Jacobi* Executive Vice President,
General Counsel and Secretary,
Sony Pictures Entertainment Inc.
Joel Grossman Senior Vice President and
Assistant Secretary
Joseph W. Kraft Senior Vice President and
Treasurer
Leah Weil Senior Vice President and
Assistant Secretary
Robert Moses Vice President
555 Madison Avenue
New York, New York 10022
</TABLE>
20
<PAGE>
EXHIBIT 2
STOCK EXCHANGE AGREEMENT
This STOCK EXCHANGE AGREEMENT (this "Agreement") is made and entered into
as of May __, 1998, by and between CPE Holdings, Inc. ("CPE"), a Delaware
Corporation, Loews USA Cinemas, Inc., a Delaware Corporation ("Loews USA
Cinemas") and Sony Pictures Entertainment Inc., a Delaware corporation ("SPE").
BACKGROUND
CPE beneficially and of record owns all of the issued and outstanding stock
(the "S&J Shares") of S&J Theatres Inc., a California corporation ("S&J
Theatres"). Prior to the date hereof, LTM Holdings, Inc., a Delaware
corporation ("Loews Theatres"), transferred 291,087 shares of its common stock
(the "LTM Exchange Shares") to Loews USA Cinemas. Loews USA Cinemas desires to
transfer the LTM Exchange Shares to CPE in exchange for the S&J Shares, and CPE
desires to transfer the S&J Shares to Loews USA Cinemas in exchange for the LTM
Exchange Shares. The Board of Directors of S&J Theatres has approved and
adopted this Agreement as a plan of reorganization within the meaning of Section
368(a) of the Internal Revenue Code of 1986, as amended (the "Code").
NOW, THEREFORE, in consideration of the foregoing, and of the
representations, warranties and agreements contained herein, and intending to be
legally bound hereby, the parties hereby agree as follows:
I. THE EXCHANGE
1.1 The Exchange. Loews USA Cinemas hereby agrees to transfer the LTM
------------
Exchange Shares to CPE in exchange for the S&J Shares and CPE hereby agrees to
transfer the S&J Shares to Loews USA Cinemas in exchange for the LTM Exchange
Shares (the "Exchange"). The parties hereto intend that the Exchange will be
treated as a transaction that qualifies under Section 368(a)(1)(B) of the Code
and agree to so report the Exchange for all tax purposes to the extent permitted
by applicable law.
1.2 The Closing. The closing of the Exchange (the "Closing") shall take
-----------
place at such time and place as the parties shall mutually determine.
1.3 Closing Deliveries. At the Closing, (a) Loews USA Cinemas shall
------------------
deliver to CPE a stock certificate representing the LTM Exchange Shares,
accompanied by stock powers endorsed in blank, and (b) CPE shall deliver to
Loews USA Cinemas a stock certificate representing the S&J Shares, accompanied
by stock powers endorsed in blank, as well as the minute books, stock transfer
records and all other corporate books and records of S&J Theatres.
<PAGE>
II. REPRESENTATIONS AND WARRANTIES
SPE hereby represents and warrants to Loews USA Cinemas as follows:
(a) CPE owns directly all the S&J Shares. Each of the S&J Shares is duly
authorized, validly issued, fully paid and nonassessable.
(b) Each of the S&J Shares is owned directly by CPE free and clear of all
encumbrances.
(c) The S&J Shares represent all of the issued and outstanding shares of
S&J Theatres.
(d) Immediately following the Closing, Loews USA Cinemas will have good and
marketable title to the S&J Shares, free and clear of all liens, pledges,
security interests, rights of first refusal, options, claims, hypothecs or other
encumbrances, other than LTM Permitted Encumbrances, as such term is defined in
that certain Amended and Restated Master Agreement dated as of September 30,
1997 by and among SPE, Loews Theatres and Cineplex Odeon Corporation (the
"Master Agreement").
(e) Immediately following the Closing, all of the motion picture exhibition
assets owned by S&J Theatres and used in connection with or relating to S&J
Theatres' motion picture exhibition business will be owned by S&J Theatres.
III. MISCELLANEOUS
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns. No representations
and warranties set forth in this Agreement shall survive the Closing. All
covenants and agreements set forth in this Agreement shall survive the Closing.
This Agreement and the rights and obligations of the parties hereto shall be
governed by, and construed in accordance with, the laws of the State of New
York, without giving effect to the principles of conflict of law thereof.
-2-
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed on its behalf as of the date first above written.
CPE HOLDINGS, INC.
BY: /s/ Ronald N. Jacobi
________________________________
Name: Ronald N. Jacobi
Title: Executive Vice President and
General Counsel
LOEWS USA CINEMAS, INC.
BY: /s/ John T. McBride, Jr.
________________________________
Name: John T. McBride, Jr.
Title: Senior Vice President,
General Counsel and
Assistant Secretary
SONY PICTURES ENTERTAINMENT INC.
BY: /s/ Ronald N. Jacobi
________________________________
Name: Ronald N. Jacobi
Title: Executive Vice President and
General Counsel
-3-
<PAGE>
EXHIBIT 3
AGREEMENT AND PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered
into as of May __, 1998 by and between Star Theatres, Inc., a Delaware
corporation ("Star Theatres"), Loews Theatre Enterprises, Inc., a Delaware
corporation ("Loews Theatre Enterprises") and Sony Pictures Entertainment Inc.,
a Delaware corporation ("SPE").
BACKGROUND
Star Theatres is a wholly owned subsidiary of SPE and Loews Theatre
Enterprises is a wholly owned subsidiary of LTM Holdings, Inc., a Delaware
corporation ("Loews Theatres" and, together with SPE, the "Shareholders"). The
Boards of Directors and shareholders of each of Star Theatres and Loews Theatre
Enterprises have approved the merger (the "Merger") of Star Theatres with and
into Loews Theatre Enterprises pursuant to the terms of this Agreement. The
Board of Directors of Star Theatres has approved and adopted this Agreement as a
plan of reorganization within the meaning of Section 368(a) of the Internal
Revenue Code of 1986, as amended (the "Code"). Prior to the date hereof, Loews
Theatres transferred 2,373,217 shares of its common stock (the "LTM Merger
Shares") to Loews Theatre Enterprises.
NOW, THEREFORE, in consideration of the foregoing, and of the
representations, warranties and agreements contained herein, and intending to be
legally bound hereby, the parties hereby agree as follows:
I. THE MERGER
1.1 The Merger. Upon the terms hereof, and in accordance with the
----------
relevant provisions of Section 251 of the Delaware General Corporation Law (the
"DGCL"), Star Theatres shall be merged with and into Loews Theatre Enterprises.
Following the Merger, Loews Theatre Enterprises shall continue as the surviving
corporation (the "Surviving Corporation") and shall continue its existence under
the laws of the State of Delaware, and the separate existence of Star Theatres
shall cease.
1.2 Effective Time. The Merger shall be consummated by filing with the
--------------
Secretary of State of the State of Delaware a certificate of merger (the
"Certificate of Merger") in accordance with Section 251 of the DGCL. The Merger
shall become effective at such time (the "Effective Time") as the Certificate of
Merger is duly filed.
<PAGE>
1.3 Effects of the Merger. The Merger shall have the effects set forth in
---------------------
Section 259 of the DGCL.
1.4. Certificate of Incorporation and By-Laws. The Certificate of
----------------------------------------
Incorporation and the By-Laws of Loews Theatre Enterprises shall be the
Certificate of Incorporation and By-Laws of the Surviving Corporation until
thereafter changed or amended as provided therein or by applicable law.
1.5 Directors and Officers. The directors and officers of Loews Theatre
----------------------
Enterprises immediately prior to the Effective Time shall be the directors and
officers of the Surviving Corporation until the earlier of their resignation or
removal or until their respective successors are duly elected and qualified.
1.6 Conversion of Shares. At the Effective Time, by virtue of the Merger
--------------------
and without any action on the part of any of the holders of any capital stock of
Star Theatres, the shares of common stock of Star Theatres issued and
outstanding immediately prior to the Effective Time, in the aggregate, shall be
converted into the right to receive, in the aggregate, the LTM Merger Shares.
1.7 Closing Deliveries. At the closing of the Merger (the "Closing"), SPE
------------------
shall deliver to Loews Theatre Enterprises the minute books, stock transfer
records and all other corporate books and records of Star Theatres.
1.8 Intention. The parties hereto intend that the Merger will be treated
---------
as a transaction that qualifies under Code Sections 368(a)(1)(A) and
368(a)(2)(D) and agree to so report the Merger for all tax purposes to the
extent permitted by applicable law.
II. REPRESENTATIONS AND WARRANTIES
SPE hereby represents and warrants to Loews Theatre Enterprises as follows:
(a) SPE owns directly all the outstanding shares of capital stock of Star
Theatres (the "Star Shares").
(b) Each of the Star Shares is duly authorized, validly issued, fully paid
and nonassessable.
(c) Each of the Star Shares is owned directly by SPE free and clear of all
encumbrances.
(d) Immediately following the Closing, Loews Theatres will have good and
marketable title to all of the issued and outstanding shares of capital stock of
the Surviving Corporation, free and clear of all liens, pledges, security
interests,
-2-
<PAGE>
rights of first refusal, options, claims, hypothecs or other encumbrances, other
than LTM Permitted Encumbrances, as such term is defined in that certain Amended
and Restated Master Agreement dated as of September 30, 1997 by and among SPE,
Loews Theatres and Cineplex Odeon Corporation (the "Master Agreement").
(e) Immediately following the Closing, all of the motion picture exhibition
assets owned by Star Theatres and used in connection with or relating to Star
Theatres' motion picture exhibition business will be owned by Loews Theatre
Enterprises.
III. MISCELLANEOUS
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns. No representations
and warranties set forth in this Agreement shall survive the Closing. All
covenants and agreements set forth in this Agreement shall survive the Closing.
This Agreement and the rights and obligations of the parties hereto shall be
governed by, and construed in accordance with, the laws of the State of
Delaware, without giving effect to the principles of conflict of law thereof.
-3-
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first above written.
LOEWS THEATRE
ENTERPRISES, INC.
BY /s/ John T. McBride, Jr.
________________________________
Name: John T. McBride, Jr.
Title: Senior Vice President, General
Counsel and Assistant Secretary
STAR THEATRES, INC.
BY /s/ Ronald N. Jacobi
_________________________________
Name: Ronald N. Jacobi
Title: Executive Vice President and
General Counsel
SONY PICTURES
ENTERTAINMENT INC.
BY /s/ Ronald N. Jacobi
_________________________________
Name: Ronald N. Jacobi
Title: Executive Vice President and
General Counsel
-4-
<PAGE>
EXHIBIT 6
AMENDING AGREEMENT
------------------
AGREEMENT, dated as of May 14, 1998 among Cineplex Odeon Corporation
("Cineplex"), Sony Pictures Entertainment Inc. ("SPE"), LTM Holdings, Inc.
-------- ---
("LTM"), Universal Studios, Inc. ("Universal"), and the Charles Rosner Bronfman
--- ---------
Family Trust (the "Trust") (on behalf of itself and the other members of the
Claridge Group being Charles R. Bronfman, E. Leo Kolber, Arnold M. Ludwick,
Phyllis Lambert Foundation and 3096475 Canada Inc.).
WHEREAS, SPE, LTM and Cineplex have entered into an Amended and Restated
Master Agreement dated as of September 30, 1997 (the "Master Agreement");
----------------
WHEREAS, LTM and Universal have entered into an Amended and Restated
Subscription Agreement dated as of September 30, 1997 (the "Subscription
------------
Agreement"); and
- ---------
WHEREAS, the parties desire to amend the Master Agreement and the
Subscription Agreement as set forth below and confirm their understanding of
certain matters under the related Stockholders Agreement.
NOW, THEREFORE, in consideration of these premises and the mutual
agreements contained herein, the parties agree as follows:
SECTION 1 AMENDMENTS TO THE MASTER AGREEMENT
--------- ----------------------------------
1.1 The last sentence of Section 7.3 (a) of the Master Agreement is hereby
amended by and restated in its entirety as set forth below:
"In addition, LTM shall have received a certificate of the
Chief Financial Officer of Cineplex Odeon certifying that,
as of the Closing Date, except for (a) amounts owed to
Universal and its Affiliates for film booking and home video
arrangements or under the management agreement in respect of
the Universal City Cinema, (b) obligations and liabilities
included in clauses (ii) (x) and (y) of the definition of
Net Working Capital and Debt reflected in each case in
Cineplex Odeon's Closing Statement or arising under the
Documents or as disclosed in the Cineplex Odeon Reports or
in Section 2.19 of the Cineplex Disclosure Schedule, (c) the
exclusions set forth in the final sentence of paragraph 9 of
the Letter Agreement and (d) obligations and liabilities of
Cineplex Odeon Films, a division of Cineplex Odeon, pursuant
to an agreement made by it with October Films, Inc. pursuant
to which Cineplex Odeon Films acts as a distributor of
October
<PAGE>
Films, Inc. films in Canada, Cineplex Odeon has no outstanding
obligations or liabilities, contingent or otherwise, owed to Universal
or the Claridge Group, or their respective Affiliates."
SECTION 2 AMENDMENTS TO THE CINEPLEX ODEON DISCLOSURE STATEMENT
--------- -----------------------------------------------------
2.1 Section 2.19 of the Cineplex Odeon Disclosure Statement is hereby
amended by deeming the contents of Schedule "A" attached hereto to be
incorporated into and to form part of the said Section 2.19.
SECTION 3 AMENDMENTS TO THE SUBSCRIPTION AGREEMENT
--------- ----------------------------------------
3.1 Section 7.15 of the Subscription Agreement is hereby amended and
restated in its entirety as set forth below:
"Section 7.15. Release. Subject to the consummation of the
-------
Purchase, and excluding (a) amounts owed to Universal and
its Affiliates for film booking and home video arrangements
or under the management agreement in respect of the
Universal City Cinema, (b) obligations and liabilities
included in clauses (ii)(x) and (y) of the definition of Net
Working Capital and Debt reflected in each case in Cineplex
Odeon's Closing Statement or arising under the Documents and
(c) obligations and liabilities of Cineplex Odeon Films, a
division of Cineplex Odeon, pursuant to an agreement made by
it with October Films, Inc. pursuant to which Cineplex Odeon
Films acts as a distributor of October Films, Inc. films in
Canada, Universal, on behalf of itself and its Affiliates,
hereby acknowledges, releases and discharges, and
indemnifies and saves harmless, Cineplex Odeon and the
Cineplex Odeon Subsidiaries and their successors and assigns
from all actions, causes of action, suits, debts, dues, sums
of money, accounts, claims and demands owed by Cineplex
Odeon and the Cineplex Odeon Subsidiaries to Universal and
its Affiliates by reason of any matter, cause, contract
(whether written or oral), course of dealing or thing
whatsoever arising during, or in respect of, the period on
or before the Closing Date."
-2-
<PAGE>
SECTION 4 AMENDMENTS TO THE FORM OF TAX SHARING AND INDEMNITY AGREEMENT
--------- -------------------------------------------------------------
4.1 The form of Tax Sharing and Indemnity Agreement attached as Exhibit E
to the Master Agreement is hereby amended and restated in its entirety in
substantially the same form as set forth in Schedule "B" attached hereto.
SECTION 5 LTM CONSENT TO SALE OF CINEPLEX'S FILM DISTRIBUTION BUSINESS
--------- ------------------------------------------------------------
5.1 Pursuant to section 5.1(b) of the Master Agreement, LTM hereby
consents to the disposition by Cineplex of all of Cineplex's film distribution
business at or prior to the Closing of the Transactions on terms previously
disclosed to LTM.
SECTION 6 APPOINTMENT OF INDEPENDENT DIRECTORS
--------- ------------------------------------
6.1 (a) The parties acknowledge and confirm that, notwithstanding the
provisions of Section 6.18 of the Master Agreement and Section 2.1 of the
Stockholders Agreement, two Independent Directors as opposed to four Independent
Directors will be appointed effective as of the Closing. LTM shall use its best
efforts to cause an additional two Independent Directors to be appointed as soon
as possible following the Closing, such two additional Independent Directors to
be designated by mutual agreement of LTM, Universal, SPE and the two Independent
Directors appointed on Closing. Until such two additional Independent Directors
shall have been duly elected to the Board, LTM shall not take any action
requiring Board authorization unless such action is approved by (i) such vote as
may be required by the Stockholders Agreement and LTM's Amended and Restated
Certificate of Incorporation and Bylaws and the Delaware General Corporation Law
and (ii) a "Weighted Majority of the Board." For purposes of this agreement,
"Weighted Majority of the Board" means a majority of the votes cast by directors
at any meeting at which a quorum is present, in which the vote of each
Independent Director is multiplied by the quotient of (i) 4 divided by (ii) the
number of Independent Directors then in office.
(b) This will confirm (i) the covenant and agreement of each of
Universal and SPE that each of Universal and SPE will use its best efforts to
cause the Company to fulfill the Company's obligations under the third sentence
of paragraph (a) of this Section 6.1 and (ii) the covenant and agreement of the
Company, Universal and SPE that if either Universal or SPE shall fail to use its
best efforts to cause the Company to fulfill in any material respect any of the
Company's obligations under paragraph (a) of this Section 6.1:
-3-
<PAGE>
(A) Such failure shall have the consequences specified in Section
8.3 of the Stockholders Agreement and
(B) Each of Universal and SPE shall have the rights and remedies
specified in Section 8.11 of the Stockholders Agreement,
in each case to the same extent as if the covenants of each of Universal
and SPE set forth in clause (i) above were a covenant of Universal and SPE under
the Stockholders Agreement and such covenant were among the obligations
enumerated in the second sentence of Section 8.3 and in Section 8.11(c) thereof.
SECTION 7 TRANSACTION EXPENSES
--------- --------------------
7.1 The parties hereto acknowledge that LTM has not approved of any plan
pursuant to which severance costs or "stay" bonuses will be incurred by LTM or
Cineplex Odeon as a result of the Transactions in excess of those previously
proposed by LTM and without the written approval of SPE, Universal, Claridge
Inc. and a majority of the Independent Directors, any such excess shall not be
included as "Transaction Expenses" as defined in Section 2.7 of the Master
Agreement for purposes of determining the Final Closing Statement.
SECTION 8 CLOSING ADJUSTMENT
--------- ------------------
8.1 The parties hereto acknowledge that, notwithstanding anything
contained in the Master Agreement to the contrary, the Closing shall in no way
be construed as a waiver of any party's right to object that the Preliminary
Closing Statements were not prepared in accordance with the terms of Sections
2.7, 3.7 and 6.9 of the Master Agreement and the parties agree that any such
objections may be raised subsequent to the Closing in connection with the
determination of the Final Closing Statement.
SECTION 9 APPOINTMENT OF ARBITRATOR
--------- -------------------------
9.1 The parties acknowledge and confirm that, notwithstanding the
provisions of Section 3.3(d) of the Stockholders Agreement, an Arbitrator has
not been selected as required thereby. Following the Closing, the parties hereto
agree that they will use their reasonable best efforts to appoint promptly an
Arbitrator meeting the requirements of Section 3.3(d) of the Stockholder
Agreement.
SECTION 10 NO OTHER AGREEMENTS
---------- -------------------
10.1 Except as expressly set forth herein, this Agreement will not amend or
modify any provision of the Master Agreement, the Subscription Agreement or the
Stockholders Agreement.
-4-
<PAGE>
SECTION 11 COUNTERPARTS
---------- ------------
11.1 This agreement may be executed in several counterparts, each of which
so executed shall be deemed to be an original and such counterparts together
shall be but one and the same instrument.
SECTION 12 INTERPRETATION
---------- --------------
12.1 Capitalized terms used but not defined herein shall have the meanings
set forth in the Master Agreement.
-5-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
LTM HOLDINGS, INC.
By: /s/ John Walker
---------------------------------
Name: John Walker
Title: Senior Vice President and Chief
Financial Officer
SONY PICTURES ENTERTAINMENT INC.
By: /s/ Ronald N. Jacobi
---------------------------------
Name: Ronald N. Jacobi
Title: Executive Vice President and General
Counsel
UNIVERSAL STUDIOS, INC.
By: /s/ Brian Mulligan
---------------------------------
Name: Brian Mulligan
Title: Vice President, Corporate Development
CINEPLEX ODEON CORPORATION
By: /s/ Michael Herman
---------------------------------
Name: Michael Herman
Title: Executive Vice President, Corporate
Affairs and Secretary
CHARLES ROSNER BRONFMAN FAMILY TRUST
By: /s/ Robert Rabinovitch
---------------------------------
Name: Robert Rabinovitch
Title:
By: /s/ Michael Vineberg
---------------------------------
Name: Michael Vineberg
Title:
-6-
<PAGE>
Schedule "A"
5. Limited Partnership Agreement made as of July 31, 1985 between 619918 Ontario
Inc. and 130876 Canada Inc. (the "Partnership").
6. Lease made as of June 1, 1985 between Cineplex Odeon Corporation and the
Yonge-Eglinton Cinema Partnership.
7. Guarantee of Cineplex Odeon Corporation dated December 11, 1985 (with respect
to the obligations of the general partner of the Partnership and the
Partnership).
8. Agency Agreement made as of July 31, 1985 between the Yonge-Eglinton Cinema
Partnership and Cineplex Odeon Corporation.
9. Net Lease made as of June 1, 1985 between Yonge-Eglinton Building Limited,
Transtortium Realty Limited and Transplex Building Corporation Limited, and
Cineplex Odeon Corporation.
-7-
