UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __23____)*
CINEPLEX ODEON CORPORATION
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Shares
- -------------------------------------------------------------------------------
(Title of Class of Securities)
172455 10 7
- -------------------------------------------------------------------------------
(CUSIP Number)
Clifford L. Michel, Esq.
Cahill Gordon & Reindel
80 Pine Street, New York, NY 10005
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 30, 1997
- -------------------------------------------------------------------------------
(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 Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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 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 1 of 19 Pages
<PAGE>
SCHEDULE 13D
- -------------------------------------------------------------------------------
CUSIP No. 172455107
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
CHARLES ROSNER BRONFMAN FAMILY TRUST
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(See Instructions) (b) /X/
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
AF
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 35,918,429
SHARES ___________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING ___________________________________________
PERSON WITH 9 SOLE DISPOSITIVE POWER
35,918,429
-------------------------------------------
10 SHARED DISPOSITIVE POWER
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,918,429
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.8%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- -------------------------------------------------------------------------------
Page 2 of 19 Pages
<PAGE>
SCHEDULE 13D
- -------------------------------------------------------------------------------
CUSIP No. 172455107
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
STEPHEN ROSNER BRONFMAN
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES ______________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 35,918,429
REPORTING ______________________________________________
PERSON WITH 9 SOLE DISPOSITIVE POWER
----------------------------------------------
10 SHARED DISPOSITIVE POWER
35,918,429
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,918,429
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.8%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
Page 3 of 19 Pages
<PAGE>
SCHEDULE 13D
- -------------------------------------------------------------------------------
CUSIP No. 172455107
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
ARNOLD M. LUDWICK
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 233,772
SHARES _____________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING _____________________________________________
PERSON WITH 9 SOLE DISPOSITIVE POWER
233,772
---------------------------------------------
CERTAIN SHARES*
10 SHARED DISPOSITIVE POWER
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
233,772
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES * /X/
35,918,429 shares held by the Charles Rosner Bronfman
Family Trust
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
Page 4 of 19 Pages
<PAGE>
SCHEDULE 13D
- -------------------------------------------------------------------------------
CUSIP No. 172455107
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
E. LEO KOLBER
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF, WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 3,503,092
SHARES ______________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 75,000
REPORTING ______________________________________________
PERSON WITH 9 SOLE DISPOSITIVE POWER
3,503,092
----------------------------------------------
10 SHARED DISPOSITIVE POWER
75,000
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,578,092
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
Page 5 of 19 Pages
<PAGE>
SCHEDULE 13D
- -------------------------------------------------------------------------------
CUSIP No. 172455107
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
CHARLES ROSNER BRONFMAN
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF, OO
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 3,310,658
SHARES ______________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 99,266
REPORTING ______________________________________________
PERSON WITH 9 SOLE DISPOSITIVE POWER
3,310,658
----------------------------------------------
10 SHARED DISPOSITIVE POWER
99,266
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,409,924
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
Page 6 of 19 Pages
<PAGE>
SCHEDULE 13D
- -------------------------------------------------------------------------------
CUSIP No. 172455107
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
THE PHYLLIS LAMBERT FOUNDATION
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- -------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 314,107
SHARES ______________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING ______________________________________________
PERSON WITH 9 SOLE DISPOSITIVE POWER
314,107
----------------------------------------------
10 SHARED DISPOSITIVE POWER
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
314,107
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
Page 7 of 19 Pages
<PAGE>
The statement on Schedule 13D relating to the common shares of Cineplex
Odeon Corporation ("Cineplex"), as previously filed and heretofore amended most
recently by the Charles Rosner Bronfman Family Trust (the "Trust"), Charles
Rosner Bronfman ("Bronfman"), Arnold M. Ludwick ("Ludwick"), E. Leo Kolber
("Kolber") and The Phyllis Lambert Foundation ("Foundation") (collectively, the
"Reporting Persons"), is hereby restated and supplemented as set forth below:
Item 1. Security and Issuer.
Unchanged from "confirming copy" of Amendment no. 22.
Item 2. Identity and Background.
Unchanged from "confirming copy" of Amendment no. 22.
Item 3. Source and Amount of Funds or Other Consideration.
Unchanged from "confirming copy" of Amendment no. 22.
Item 4. Purpose of the Transaction.
Item 4 of the confirming copy of Amendment no. 22 is supplemented by the
addition of the following:
On September 30, 1997 Cineplex issued a press release which stated in
relevant part:
"Sony Corporation of America (SCA) and Cineplex Odeon today
announced an agreement to merge Sony Retail Entertainment's (SRE's)
Loews Theatres Exhibition group and Cineplex Odeon to create the
world's largest theatrical exhibition company, with annual revenues of
approximately $1 billion. The combined company will be named Loews
Cineplex Entertainment (LCE) and will have over 2,600 screens in
approximately 460 locations in North America.
"The transaction will involve the merger of Cineplex Odeon
with the Loews Theatres Exhibition Group, which consists of Sony/Loews
Theatres and its joint ventures with Star Theatres and Magic Johnson
Theatres. SRE will own 51.1% of LCE's shares (representing 49.9% of the
voting shares) and Universal Studios will own 26% subsequent to a cash
contribution of $84.5 million; the Charles Rosner Bronfman Family Trust
will own 13.3% of the new company. Cineplex Odeon shares will be
exchanged for shares in LCE at closing. It is estimated that the total
number of shares in the combined company will be 452 million. It is
anticipated that the transaction will close in approximately six
months.
* * *
"LCE's corporate headquarters will be in New York, with U.S.
operational headquarters in New York and Canadian operational
headquarters in Toronto. The merger is subject to shareholder and
regulatory approval in both Canada and the United States. Upon
obtaining these approvals, it is intended that LCE will be listed on
the New York Stock Exchange and the Toronto Stock Exchange. Cineplex
Odeon currently trades on the New York and Toronto Stock Exchanges
under the symbol CPX."
Pursuant to a letter agreement dated September 30, 1997 with LTM Holdings,
Inc., the CRBFT has agreed to vote its common shares in favor of the transaction
referred to in the press release and has irrevocably appointed LTM Holdings Inc.
as its proxy for this purpose. The CRBFT has also agreed to pursue any
regulatory approval required of it not to dispose of any of its common shares in
Cineplex prior to the closing (other than to permitted transferees). Upon
closing, the CRBFT is expected to have one designee on the board of the LTM
Holdings, Inc. and to have certain rights under a stockholders agreement
including demand and piggy back registration rights and other provisions
regarding the transferability of the shares of the LTM Holdings, Inc. to be
owned by the Reporting Persons. Pursuant to a letter agreement dated September
30, 1997, among Cineplex, Universal and the CRBFT, Cineplex has agreed not to
amend the master agreement and certain other documents providing for the
transaction referred to in the press release, or waive conditions or grant
consents thereunder, without the
Page 8 of 19 Pages
<PAGE>
prior written approval of Universal and the CRBFT.
Item 5. Interest in Securities in Cineplex.
Unchanged from "confirming copy" of Amendment no. 22.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to the Securities
of Cineplex.
The CRBFT is a permitted assignee under the Registration Agreement granting
a related trust certain rights to have any or all Common Shares owned by it or
its permitted assignees registered for public sale under the Securities Act of
1933 from time to time. Such Registration Agreement provides for both demand and
piggy-back registration rights and contains other terms and conditions customary
in similar agreements. Such Registration Agreement has been filed as an exhibit
to Amendment No. 20 to this Statement on Schedule 13D.
See also Item 4 of this Amendment no. 23.
Item 7. Material to be Filed as Exhibits.
The following are filed with this amendment no. 23:
1. Cineplex Odeon Press release dated September 30, 1997.
2. Letter Agreement dated September 30, 1997 between the CRBFT and LTM
Holdings. Inc.
3. Letter Agreement dated September 30, 1997 between the cRBFT, Universal
Studios, Inc. and Cineplex Odeon.
Page 9 of 19 Pages
<PAGE>
Signatures
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: October 7, 1997
CHARLES ROSNER BRONFMAN FAMILY TRUST
CHARLES ROSNER BRONFMAN
STEPHEN ROSNER BRONFMAN
ARNOLD M. LUDWICK
E. LEO KOLBER
THE PHYLLIS LAMBERT FOUNDATION
By: /s/ Michel Boucher
----------------------------
Michel Boucher
Attorney-in-Fact
Page 10 of 19 Pages
EXHIBIT 1
[LOGO] [LOGO]
LOEWS CINEPLEX
THEATRES ODEON
News release via Canada NewsWire, Toronto 416-863-9350
Attention Business Editors:
/C O R R E C T I O N FROM SOURCE - CINEPLEX ODEON CORPORATION/ In a fax sent
earlier today an error occurred in the second paragraph. the second paragraph
has been revised and updated. Corrected copy follows:
SONY CORPORATION OF AMERICA AND CINEPLEX ODEON
TO MERGE THEATRE CIRCUITS
Merger will create world's largest theatrical exhibition company
(All $ are in U.S. $)
NEW YORK/TORONTO, Sept. 30 /CNW/ - Sony Corporation of America (SCA)
and Cineplex Odeon today announced an agreement to merge Sony Retail
Entertainment's (SRE's) Loews Theatres Exhibition group and Cineplex Odeon to
create the world's largest theatrical exhibition company, with annual revenues
of approximately $1 billion. The combined company will be named Loews Cineplex
Entertainment (LCE) and will have over 2,600 screens in approximately 460
locations in North America.
The transaction will involve the merger of Cineplex Odeon with the
Loews Theatres Exhibition Group, which consists of Sony/Loews Theatres and its
joint ventures with Star Theatres and Magic Johnson Theatres. SRE will own 51.1%
of LCE's shares (representing 49.9% of the voting shares) and Universal Studios
will own 26% subsequent to a cash contribution of $84.5 million; the Charles
Rosner Bronfman Family Trust will own 13.3% of the new company. Cineplex Odeon
shares will be exchanged for shares in LCE at closing. It is estimated that the
total number of shares in the combined company will be 452 million. It is
anticipated that the transaction will close in approximately six months.
"The merger of these two premier theatre chains will create the global
leader in theatrical exhibition and advance Son's involvement in this rapidly
expanding industry," remarked Howard Stringer, President and Chief Operating
Officer, Sony Corporation of America.
Lawrence J. Ruisi, currently President of Sony Retail Entertainment,
has been named President and Chief Executive Officer of LCE. Mr. Ruisi, who
spearheaded the merger, has worked extensively in theatrical exhibition as well
as filmed entertainment. He has overseen SRE's Theatrical Exhibition Group since
1991, and in that time, has been instrumental in both the physical and financial
growth of the theatres. Previously, Mr. Ruisi served as Chief Financial Officer
of Columbia Pictures Entertainment, where he was involved in the acquisition of
Loews Theatres. As one of the original executives of TriStar Pictures in 1983,
Mr. Ruisi has a proven track record in building successful entertainment
companies.
According to Mr. Ruisi, the merger of the two circuits will enable the
combined company to compete more effectively on a global basis. "We are very
excited about what we have set in motion with this combination, creating a
company with significant growth capacity and the opportunity to enjoy
substantial cost savings and operating efficiencies," he said. "Using our
expertise in designing, building and operating successful theatres, coupled with
our significant cash flow and full access to the capital markets, LCE will be
able to aggressively participate in the dramatic changes taking place in the
U.S. and Canadian marketplace, as well as pursue the many lucrative
opportunities which exist in the international markets."
Allen Karp, who has led Cineplex Odeon as President and Chief Executive
Officer since 1990 and who initiated the merger for Cineplex, will serve as
Chairman and Chief Executive Officer of Cineplex Odeon Canada, the Canadian
operating subsidiary of LCE. During his tenure as Cineplex, Mr. Karp has
repositioned the theatre circuit as a leading exhibitor in the U.S. and Canada.
He has kept Cineplex Odeon a major force in the theatrical exhibition business.
Commenting on the merger, Mr. Karp stated "I am proud to have seen this
merger through to fruition for the benefit of our company and its shareholders.
Additionally, this combination will benefit the Canadian film industry in that
Cineplex Odeon has a long and proud history of supporting the industry, and I am
delighted theatre LCE is committed to continue that tradition."
Page 11 of 19 Pages
<PAGE>
On a combined pro forma basis for the 12 months ending August 31, 1997,
LCE would have generated approximately $700 million in box office revenues and
approximately $140 million in EBITDA. It is anticipated that as of the closing,
combined total debt would be approximately $700 million. The pro forma earnings
capacity of the combined entity coupled with its strengthened capital structure
will serve to relieve many of the capital constraints and balance sheet issues
Cineplex Odeon has faced to date.
The merger of the two theatre circuits will give LCE a key presence in
22 states, including major cities such as New York, Los Angeles, Chicago,
Boston, Seattle, Washington, D.C. and Houston, as well as a leading position in
Canada, including major cities such as Toronto, Montreal and Vancouver, as one
of the two major exhibitors in that country.
Morgan Stanley & Co. is advising the Independent Committee of Cineplex
Odeon with respect to this transaction and has provided the Committee with a
fairness opinion in that regard. Credit Suisse First Boston is advising Sony
Corporation of America.
LCE's corporate headquarters will be in New York, with U.S. operational
headquarters in New York and Canadian operational headquarters in Toronto. the
merger is subject to shareholder and regulatory approval in both Canada and the
United States. Upon obtaining these approvals, it is intended that LCE will be
listed on the New York Stock Exchange and the Toronto Stock Exchange. Cineplex
Odeon currently trades on the New York and Toronto Stock Exchanges under the
symbol CPX.
/For further information: Sony/Loews Theatres: Marc Pascucci,
(212) 833-6148; Sony Corporation of America: Joanne Hvala: (212) 833-6975;
Cineplex Odeon: Howard Lichtman (416) 323-6634.
(CPX)
Page 12 of 19 Pages
EXHIBIT 2
LTM HOLDINGS, INC.
711 Fifth Avenue, 11th Floor
New York, NY 10022
September 30, 1997
Charles Rosner Bronfman Family Trust
c/o Claridge Inc.
1170 Peel Street, 8th Floor
Montreal, Quebec H3B 4P2
Attention: Robert Rabinovitch
Dear Mr. Rabinovitch:
Reference is made hereby to that certain Master Agreement dated as of the
date hereof (the "Master Agreement") by and among LTM Holdings, Inc. ("LTM"),
Cineplex Odeon Corporation ("Cineplex Odeon") and Sony Pictures Entertainment
Inc. ("SPE") pursuant to which LTM and Cineplex Odeon have agreed to engage in a
business combination (the "Transactions"). You (the "Trust") are a major
shareholder of Cineplex Odeon, holding beneficially 35,918,429 Cineplex Odeon
Common Shares, with sole power to direct the voting and disposition thereof. You
understand and agree that your agreements in this letter (the "Letter
Agreement") are additional inducements to SPE's and LTM's agreements to
consummate the Transactions and to enter into the related governance provisions
for the combined enterprise. (Capitalized terms used but not otherwise defined
herein shall have the meanings assigned to them in the Master Agreement.)
1. The Trust shall vote all of its Cineplex Odeon capital stock and shall
take all other necessary or desirable actions within its control (including,
without limitation, attending all meetings in person or by proxy for purposes of
obtaining a quorum, executing all written consents in lieu of meetings and
voting to remove members of the Cineplex Odeon Board of Directors, as
applicable) to approve the Documents and the Transactions and shall vote against
any transaction that could reasonably be expected to interfere with or adversely
affect the Transactions. The Trust hereby irrevocably appoints LTM, its
officers, agents and nominees, with full power of substitution, as proxy for the
Trust to act and vote the Trust's shares of Cineplex Odeon capital stock for and
in the name, place and stead of the Trust at any annual, special or other
meeting of the shareholders of Cineplex Odeon and at any adjournment thereof or
pursuant to any consent in lieu of a meeting, or otherwise, (i) in favor of the
Transactions and any transactions appropriate to implement the Transactions,
(ii) against (A) any action or agreement that would result in a breach in any
material respect of any covenant, representation or warranty or any other
obligation of Cineplex Odeon under the Master Agreement and (B) any action or
agreement that would impede, interfere with or attempt to discourage the
Transactions, including, but not limited to, any extraordinary corporate
transaction (other than the Transactions) that would conflict with or result in
a breach of any of the representations and warranties or covenants of Cineplex
Odeon under the Documents to which it is a party, such as:
(1) a merger, consolidation, business combination, reorganization,
recapitalization or liquidation involving Cineplex Odeon or any of its
Significant Subsidiaries,
(2) a sale or transfer of a material amount of assets of Cineplex Odeon or
any of its Significant Subsidiaries,
(3) any material change in the present capitalization or dividend policy
of Cineplex Odeon, or
(4) any other material change in Cineplex Odeon's corporate structure or
business;
Page 13 of 19 Pages
<PAGE>
unless in any such case such transaction is permitted by Article V of the Master
Agreement. LTM may exercise the irrevocable proxy granted to it hereunder at any
time the Trust fails to comply with any provision of this paragraph. The proxies
and powers granted by the Trust pursuant to this paragraph are coupled with an
interest and are given to secure its performance under the Documents. Such
proxies and powers, to the extent permitted by law, shall survive any of the
bankruptcy, insolvency, dissolution or liquidation of the Trust and will be
effective until this Letter Agreement is terminated in accordance with its
terms.
2. The Trust agrees that, during the term of this Letter Agreement, it
shall not, except pursuant to the Plan of Arrangement, sell, offer to sell,
solicit an offer to buy, contract to sell, grant an option to purchase or
otherwise transfer or dispose of any shares of Cineplex Odeon capital stock held
beneficially by it, other than to Permitted Transferees (as such term if defined
in the Stockholders Agreement) of the Claridge Group.
3. The Trust shall use its best efforts to file as soon as practicable any
required notifications under the HSR Act in connection with the Transactions,
and to respond as promptly as practicable to any inquiries received from the
Federal Trade Commission, the Antitrust Division of the Department of Justice
and/or the DIR for additional information or documentation and to respond as
promptly as practicable to all inquiries and requests received from any state
Attorney General or other governmental authority in connection with antitrust or
competition matters.
4. The Trust shall use its reasonable best efforts, prior to the effective
date of the Form S-4 and mailing of the Proxy Statement, to identify in writing
to LTM, SPE, Universal and Cineplex Odeon the person who will serve as the
Claridge Director (as defined in the Stockholders Agreement) upon election
thereof effective as of the Closing pursuant to the Stockholders Agreement and
in cooperation with Universal and SPE designate persons to serve as Independent
Directors (as defined in the Stockholders Agreement) effective as of the Closing
as provided in the Stockholders Agreement.
5. The Trust hereby acknowledges that the provisions of Letter Agreement
are an integral part of the Transactions and that without them, LTM and SPE
would not enter into the Master Agreement or any of the other Documents.
6. The Trust represents and warrants to LTM and SPE as of the date hereof
and as of the Closing Date as follows:
(a) (i) the Trust is a trust duly created, validly existing and in good
standing, under the laws of the province of Quebec, (ii) the Trust has all
requisite power and authority to own, operate and lease its properties and carry
on its business as now conducted, and (iii) the Trust is not, nor are any of its
Subsidiaries, in violation of any order of any court, governmental authority or
arbitration board or tribunal, or any law, ordinance, governmental rule or
regulation to which any of them, or any of their respective properties or
assets, are subject that would prevent the Trust from performing its obligations
under the Documents to which it is a party;
(b) (i) the Trust has the requisite power and authority to execute and
deliver the Documents to which it is a party and all agreements and documents
contemplated thereby, and the consummation by it of the transactions
contemplated thereby has been duly authorized by the trustees of the Trust, and
(ii) the Documents to which the Trust is a party constitute, and all agreements
and documents contemplated thereby to which the Trust is a party (when executed
and delivered for value received) will constitute, the valid and legally binding
obligations of the Trust, enforceable against the Trust in accordance with their
respective terms, subject to applicable bankruptcy, insolvency, moratorium or
other similar laws relating to creditors' rights and general principles of
equity;
(c) neither the execution and delivery by the Trust of the Documents to
which it is a party nor the consummation by it of the transactions contemplated
thereby in accordance with the terms hereof, will: (i) conflict with or result
in a breach of any provisions of the Trust's deed of donation; (ii) violate or
conflict with any agreement to which the Trust is a party or by which it is
bound, except to the extent any of the effects described in this clause (ii)
would not (x) impair the ability of the Trust to perform its obligations under
this Agreement in any material respect or (y) delay in any material respect or
prevent the consummation of the Transactions; or (iii) other than the Regulatory
Filings required of the Trust, require any material consent, approval or
authorization of, or declaration, filing or registration with, any Canadian
governmental or regulatory authority, the failure to obtain or make that would
have a Material Adverse Effect on the Trust;
Page 14 of 19 Pages
<PAGE>
(d) (i) the Trust has not entered into any contract, arrangement or
understanding with any person or firm which may result in the obligation of LTM
or Cineplex Odeon to pay any finder's fees, brokerage or agent's commissions or
other like payments in connection with the negotiations leading to this
Agreement or the consummation of the transactions contemplated hereby, and (ii)
the Trust is not aware of any claim against Cineplex Odeon for payment of any
finder's fees, brokerage or agent's commissions or other like payments in
connection with the negotiations leading to the Master Agreement or any other
Document or the consummation of the Transactions except that the Special
Committee has retained Morgan Stanley as its financial advisor; and
(e) the Trust holds beneficially 35,918,429 Cineplex Odeon Common Shares,
with sole power to direct the voting and disposition thereof, free and clear of
any Encumbrances or other restrictions on transfer except those imposed under
securities laws of general application.
7. (a) This Letter Agreement may be terminated at any time before the
Closing Date:
(i) by mutual written consent of the Trust and LTM; or
(ii) by either the Trust or LTM if the Closing shall not have occurred
on or before June 30, 1998 (the "Termination Date"); provided, however,
that the right to terminate this Letter Agreement under this Section
7(a)(ii) shall not be available to any party whose failure to fulfill any
obligation under this Letter Agreement has been the cause of, or resulted
in, the failure of the Closing to occur on or before the Termination Date;
provided, however, further, that if on the Termination Date the conditions
to the Closing set forth in Section 7. 1(b), 7 .1(d), 7.1(f) or 7.1(j) of
the Master Agreement shall not have been fulfilled, but all other
conditions to the Closing shall be fulfilled or shall be capable of being
fulfilled, then the Termination Date shall be extended to December 31,
1998. The parties agree that any amendment of this Letter Agreement to
extend the Termination Date beyond June 30, 1998 shall be made without any
amendment to or renegotiation of any other material provisions of this
Letter Agreement;
(iii) by either the Trust or LTM, if a court of competent jurisdiction
or governmental, regulatory or administrative agency or commission shall
have issued an order, decree or ruling or taken any other action (which
order, decree or ruling the parties shall use their commercially reasonable
efforts to lift), in each case permanently restraining, enjoining or
otherwise prohibiting the transactions contemplated by the Universal
Subscription Agreement or the Master Agreement, and such order, decree,
ruling or other action shall have become final and nonappealable; and
(iv) by the Trust, if Cineplex Odeon shall have breached or violated
its obligations under the Three Party Agreement; provided that such breach
shall not have been induced by the Trust.
(b) In addition to and without limiting the foregoing, this Letter
Agreement shall automatically terminate upon termination of the Master Agreement
in accordance with the provisions of Article VIII thereof
(c) In the event of termination of this Letter Agreement, the obligations
of LTM and the Trust shall terminate and neither of them shall have any further
liability to the other, except that nothing in this Section 7(c) shall prejudice
the ability of the non-breaching party from seeking damages from the other for
the willful breach of a covenant or agreement contained herein.
8. This Letter Agreement shall be governed by and construed in accordance
with the laws of the State of New York without giving effect to the principles
of conflicts of law. Each of the parties hereto hereby irrevocably and
unconditionally consents to submit to the exclusive jurisdiction of the courts
of the State of New York and of the United States of America, in each case
located in the County of New York, for any action, proceeding or investigation
in any court or before any governmental authority ("Litigation") arising out of
or relating to this Letter Agreement and the transactions contemplated hereby
(and agrees not to commence any Litigation relating thereto except in such
courts), and further agrees that service of any process, summons, notice or
document by U.S. registered mail to its respective address set forth in this
Letter Agreement shall be effective service of process for any Litigation
brought against it in any such court. Each of the parties hereto hereby
irrevocably and unconditionally waives any objection to the laying of venue of
any
Page 15 of 19 Pages
<PAGE>
Litigation arising out of this Letter Agreement or the transactions contemplated
hereby in the courts of the State of New York or the United States of America,
in each case located in the County of New York, and hereby further irrevocably
and unconditionally waives and agrees not to plead or claim in any such court
that any such Litigation brought in any such court has been brought in an
inconvenient forum. Each of the parties irrevocably and unconditionally waives,
to the fullest extent permitted by applicable law, any and all rights to trial
by jury in connection with any Litigation arising out of or relating to this
Letter Agreement or the transactions contemplated hereby.
9. Subject to the consummation of the Transactions, and excluding
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, the Trust, on behalf
of itself and its Affiliates, hereby acknowledges, releases and discharges, and
indemnities 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 the Trust 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. Each of LTM and the Trust hereby
acknowledges and agrees that the release, discharge and indemnification set
forth in this Paragraph 9 excludes any obligations or liabilities of Cineplex
Odeon and/or its Subsidiaries arising or relating to events occurring subsequent
to the Closing Date pursuant to the provisions of the agreements listed on
Schedule A hereto.
10. Whether or not the Transactions are consummated, all costs and expenses
incurred in connection with the Documents and the Transactions shall be paid by
the party incurring such expenses, except as expressly provided herein. If the
Transactions are consummated, LTM shall reimburse the Trust for all reasonable
out-of-pocket expenses and fees paid or payable by or on behalf of Trust or any
of its Affiliates, whether incurred prior to, on or after the date of this
Letter Agreement, in connection with the Transactions; provided that such
amount, together with the amount payable to Universal under Section 7.3 of the
Universal Subscription Agreement, shall not exceed US$1,000,000. Such
reimbursement shall be made on the Closing Date in immediately available funds
to a bank account that the Trust shall designate in writing to LTM no less than
three business days prior to the Closing Date.
Please indicate your agreement and assent to the foregoing by executing
this Letter Agreement where indicated below.
Very truly yours,
LTM HOLDINGS, JNC.
/s/
------------------------------
Name:
Its:
Accepted and agreed:
CHARLES ROSNER BRONFMAN
FAMILY TRUST
/s/ Date: September 30, 1997
- -----------------------------
Name:
Its:
/s/ Date:
- -----------------------------
Name:
Its:
Page 16 of 19 Pages
<PAGE>
SCHEDULE A
1. Indemnification agreements to be entered into between Cineplex Odeon and
its current directors;
2. Series of agreements between Cineplex Odeon and the CRB Foundation relating
to the screening of the heritage Minutes including, without limitation, the
agreements dated May 14, 1992, December 23, 1994, July 18, 1997, August 14,
1997 and September 25, 1997;
3. The Yonge-Eglinton Cinema limited partnership agreement dated July 31, 1985
and all amendments and ancillary agreements thereto (the "Limited
Partnership Agreement"). For greater certainty, the release set forth in
the Letter Agreement does not include any year end adjustments relating to
the level of Annual Gross Box Office Receipts (as such term is defined in
the Limited Partnership Agreement), attributable in part to the period
prior to the Closing Date; and
4. The Sublease Agreement dated June 1985 between Cineplex Odeon, as
Sublessor, and the Yonge-Eglinton limited partnership, as Sublessee, as
amended through the date hereof, together with year end adjustments.
Page 17 of 19 Pages
EXHIBIT 3
Cineplex Odeon Corporation
1303 Yonge Street
Toronto, Ontario, Canada M4T 2Y9
September 30, 1997
Universal Studios, Inc.
100 Universal City Plaza
Universal City, CA 91608
Attention: Brian C. Mulligan
Charles Rosner Bronfman Family Trust
c/o Claridge Inc.
1170 Peel Street, 8th Floor
Montreal, Quebec, Canada H3B 4P2
Attention: Robert Rabinovitch
Dear Sirs:
Reference is made to (i) the Master Agreement dated as of the date hereof
among Sony Pictures Entertainment, Inc. ("SPE"), LTM Holdings, Inc. ("LTM") and
Cineplex Odeon Corporation ("Cineplex Odeon") (the "Master Agreement"), (ii) the
Subscription Agreement dated as of the date hereof between LTM and Universal
Studios, Inc. ("Universal") (the "Subscription Agreement"), and (iii) that
certain Letter Agreement dated as of the date hereof between the Charles Rosner
Bronfman Family Trust (the "Trust") and LTM (the "Trust Agreement"). Capitalized
terms used but not defined herein shall have the meanings set forth in the
Master Agreement.
In consideration of Universal's agreement to enter into the Subscription
Agreement and the Trust's agreement to enter into the Trust Agreement, Cineplex
Odeon has agreed not to (i) amend or modify the Master Agreement or any of the
other Documents, including the schedules or exhibits thereto, (ii) amend, modify
or supplement the Cineplex Odeon Disclosure Statement or permit LTM to amend,
modify or supplement the LTM Disclosure Statement, (iii) waive any of the
provisions or conditions provided for in the Master Agreement or any of the
other Documents, or (iv) grant any consent under the Master Agreement (including
Section 5.1(b) thereof) or any of the other Documents, in each case without the
prior written approval of Universal and the Trust, which consent shall not be
unreasonably withheld, provided, however, that such consent may be withheld in
the sole discretion of Universal or the Trust, as the case may be, as to any
matter (x) that would affect the number of shares of LTM capital stock to be
issued pursuant to the Transactions, or (y) that relates to Articles 1 or 2 of
the Plan of Arrangement or Sections 1.8(g), 2.7, 3.7, 4.5, 6.7, 6.8, 6.9,
6.15(c), 6.17, 6.18, 6.20, 6.21, 7.1(h), 7.1(l), 7.1(o), 7.2(e), 7.2(f), 8.1,
8.2, 9.1, 9.6 or 9.17 of the Master Agreement or, in the case of Universal only,
Section 7.1(i) of the Master Agreement (including, in each case, any item of the
Cineplex Odeon Disclosure Statement or the LTM Disclosure Statement that relates
to any of the foregoing provisions).
This Agreement shall be governed by and construed in accordance with the
laws of the State of New York without giving effect to principles of conflicts
of law.
If you are in agreement with the foregoing, please sign the enclosed copy
of this Letter Agreement and return it to the undersigned.
Very truly yours,
CINEPLEX ODEON CORPORATION
/s/
------------------------------
Name:
Title:
Page 18 of 19 Pages
<PAGE>
AGREED:
UNIVERSAL STUDIOS, INC.
/s/
- -----------------------------
Name:
Title:
CHARLES ROSNER BRONFMAN FAMILY TRUST
/s/
- -----------------------------
Name:
Title: Authorized Representative
Page 19 of 19 Pages
