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					                             IN THE MATTER OF
                      THE SECURITIES LEGISLATION OF
                 ALBERTA, SASKATCHEWAN, ONTARIO, QUÉBEC,
               NOVA SCOTIA AND NEWFOUNDLAND AND LABRADOR
                                    AND

                             IN THE MATTER OF
                   THE MUTUAL RELIANCE REVIEW SYSTEM FOR
                       EXEMPTIVE RELIEF APPLICATIONS

                                              AND

                          IN THE MATTER OF
                    LOEWS CINEPLEX THEATRES, INC.
        (FORMERLY LOEWS CINEPLEX ENTERTAINMENT CORPORATION)

                               MRRS DECISION DOCUMENT


        WHEREAS the local securities regulatory authority or regulator (the “Decision Maker”)
in each of the provinces of Alberta, Saskatchewan, Ontario, Québec, Nova Scotia and Newfoundland
and Labrador (the “Jurisdictions”) has received an application from Loews Cineplex Theatres, Inc.
(formerly Loews Cineplex Entertainment Corporation) (“Loews”) for a decision under the securities
legislation of the Jurisdictions (the “Legislation”) that Loews be deemed to have ceased to be a
reporting issuer or the equivalent thereof under the Legislation;

       AND WHEREAS under the Mutual Reliance Review System for Exemptive Relief
Applications (the “System”), the Ontario Securities Commission is the principal regulator for this
Application;

        AND WHEREAS, Loews has represented to the Decision Makers that:

   1.      Loews was originally incorporated under the name LTM Holdings, Inc. in the State of
           Delaware on October 31, 1986. Loews was formed by the combination of the Loews
           Theatres exhibition business of Sony Pictures Entertainment Inc., a wholly-owned
           subsidiary of Sony Corporation of America and Cineplex Odeon Corporation
           (“Cineplex”) on May 14, 1998. As part of a corporate reorganization effected during the
           month of October 2002 (the “October Reorganization”), Loews changed its name to
           Loews Cineplex Theatres, Inc. As part of the October Reorganization, Loews became
           a wholly-owned subsidiary of LCEC Corp. (“New Loews”) which has since changed its
           name to Loews Cineplex Entertainment Corporation and stockholders of Loews received
           shares of New Loews.

   2.      The registered office of Loews is located at 615 South DuPont Highway, Dover,
           Delaware and its principal executive offices are located at 711 Fifth Avenue, New York,
           New York.
3.    On February 15, 2001, Loews and its subsidiaries, including Cineplex, filed for
      bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code in the United States
      and under the Companies Creditors Arrangement Act (Canada) in Canada.

4.    Loews and its subsidiaries emerged from bankruptcy on March 21, 2002. Pursuant to the
      Loews’ U.S. plan of reorganization (the “US Plan”), all of the outstanding common
      stock (the “Old Common Stock”) of Loews was cancelled and the new common stock
      of the reorganized Loews was issued to an affiliate of Onex Corporation (“Onex”) and
      to OCM Cinema Holdings, LLC (“OCM Cinema”) (or its affiliates).

5.    Loews’ authorized capital stock consists of 345,000 shares, of which (i) 25,000 shares
      are preferred stock, par value $0.01 per share, (ii) 250,000 shares are Class A Common
      Stock (the “Loews Class A Stock”), par value $0.01 per share, and (iii) 70,000 shares
      are Class B Common Stock (the “Loews Class B Stock”), par value $0.01 per share.
      There are 42,560 shares of Loews Class A Stock issued and 63,588 shares of Loews
      Class B Stock issued. All of the Loews Class A Stock and the Loews Class B Stock is
      owned by New Loews. Other than the Loews Class A Stock and the Loews Class B
      Stock, Loews has no securities, including debt securities, outstanding.

6.    New Loews’ authorized capital stock consists of 345,000 shares, of which (i) 25,000
      shares are preferred stock, par value $0.01 per share, (ii) 250,000 shares are Class A
      Common Stock (the “New Loews Class A Stock”), par value $0.01 per share, and (iii)
      70,000 shares are Class B Common Stock (the “New Loews Class B Stock”), par value
      $0.01 per share. Onex, its affiliates and certain other Onex-controlled entities own all
      of the issued and outstanding shares of the New Loews Class B Stock. OCM Cinema
      owns 42,599 shares of New Loews Class A Stock. The non-employee directors of New
      Loews own an aggregate of 597 shares of New Loews Class A Stock, and the non-
      executive chairman of a subsidiary of New Loews owns 59.7 shares of New Loews Class
      A Stock. Other than the shares of New Loews Class A Stock owned by OCM Cinema,
      the non-employee directors and the non-executive chairman, there are no shares of the
      New Loews Class A Stock outstanding. Other than the New Loews Class A Stock and
      the New Loews Class B Stock, New Loews has no securities, including debt securities,
      outstanding.

7.    Pursuant to the US Plan, the Old Common Stock was delisted from The Toronto Stock
      Exchange on December 6, 2002 and New York Stock Exchange on February 15, 2001.
      No securities of Loews are listed or quoted on any stock exchange or market.

8.    On March 22, 2002, Loews filed with the U.S. Securities Exchange Commission (the
      “SEC”) a Certification and Notice of Termination of Registration under Section 12(g)
      of the Securities Exchange Act of 1934 on Form 15, following which it ceased to make
      filings with the SEC and each of the securities regulatory authorities in each of the
      Jurisdictions.

9.    Other than its failure to comply with the applicable requirements of the Legislation to file
      continuous disclosure material since March 21, 2002, Loews is not in default of any of
      the requirements of the Legislation.

10.   Loews has no present intention of seeking public financing by way of an offering of its
           securities in Canada.

      AND WHEREAS under MRRS, this MRRS Decision Document evidences the decision of
each Decision Maker (collectively, the “Decision”);

       AND WHEREAS each of the Decision Makers is satisfied that the test contained in the
Legislation that provides the Decision Maker with the jurisdiction to make the Decision has been
met.

       THE DECISION of the Decision Makers under the Legislation is that Loews is deemed to
have ceased to be a reporting issuer or the equivalent thereof under the Legislation.

DATED at Toronto, Ontario this 14th day of January, 2003.



      “John Hughes”
__________________________________
John Hughes
Manager, Corporate Finance

				
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posted:8/11/2009
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