Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - as a result of a reorganization underbankruptcy and a subsequent corporate reorganization, issuerhas only one security holder - issuer deemed to have ceasedto be a reporting issuer.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am.s. 83.

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

ALBERTA, SASKATCHEWAN, ONTARIO,QUÉBEC,

NOVA SCOTIA AND NEWFOUNDLANDAND LABRADOR

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

LOEWS CINEPLEX THEATRES, INC.

(FORMERLY LOEWS CINEPLEX ENTERTAINMENTCORPORATION)

 

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority 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 applicationfrom Loews Cineplex Theatres, Inc. (formerly Loews CineplexEntertainment Corporation) ("Loews") for adecision under the securities legislation of the Jurisdictions(the "Legislation") that Loews be deemed tohave ceased to be a reporting issuer or the equivalent thereofunder the Legislation;

AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the Ontario Securities Commission is the principal regulatorfor this Application;

AND WHEREAS, Loews has represented tothe Decision Makers that:

1. Loews was originally incorporated underthe name LTM Holdings, Inc. in the State of Delaware on October31, 1986. Loews was formed by the combination of the LoewsTheatres exhibition business of Sony Pictures EntertainmentInc., a wholly-owned subsidiary of Sony Corporation of Americaand Cineplex Odeon Corporation ("Cineplex")on May 14, 1998. As part of a corporate reorganization effectedduring the month of October 2002 (the "October Reorganization"),Loews changed its name to Loews Cineplex Theatres, Inc. Aspart of the October Reorganization, Loews became a wholly-ownedsubsidiary of LCEC Corp. ("New Loews") whichhas since changed its name to Loews Cineplex EntertainmentCorporation and stockholders of Loews received shares of NewLoews.

2. The registered office of Loews is locatedat 615 South DuPont Highway, Dover, Delaware and its principalexecutive 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 underChapter 11 of the U.S. Bankruptcy Code in the UnitedStates and under the Companies Creditors Arrangement Act(Canada) in Canada.

4. Loews and its subsidiaries emerged frombankruptcy on March 21, 2002. Pursuant to the Loews' U.S.plan of reorganization (the "US Plan"), allof the outstanding common stock (the "Old Common Stock")of Loews was cancelled and the new common stock of the reorganizedLoews 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 consistsof 345,000 shares, of which (i) 25,000 shares are preferredstock, par value $0.01 per share, (ii) 250,000 shares areClass A Common Stock (the "Loews Class A Stock"),par value $0.01 per share, and (iii) 70,000 shares are ClassB Common Stock (the "Loews Class B Stock"),par value $0.01 per share. There are 42,560 shares of LoewsClass A Stock issued and 63,588 shares of Loews Class B Stockissued. All of the Loews Class A Stock and the Loews ClassB Stock is owned by New Loews. Other than the Loews ClassA Stock and the Loews Class B Stock, Loews has no securities,including debt securities, outstanding.

6. New Loews' authorized capital stock consistsof 345,000 shares, of which (i) 25,000 shares are preferredstock, par value $0.01 per share, (ii) 250,000 shares areClass A Common Stock (the "New Loews Class A Stock"),par value $0.01 per share, and (iii) 70,000 shares are ClassB Common Stock (the "New Loews Class B Stock"),par value $0.01 per share. Onex, its affiliates and certainother Onex-controlled entities own all of the issued and outstandingshares of the New Loews Class B Stock. OCM Cinema owns 42,599shares of New Loews Class A Stock. The non-employee directorsof New Loews own an aggregate of 597 shares of New Loews ClassA Stock, and the non-executive chairman of a subsidiary ofNew Loews owns 59.7 shares of New Loews Class A Stock. Otherthan 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 ClassB Stock, New Loews has no securities, including debt securities,outstanding.

7. Pursuant to the US Plan, the Old CommonStock was delisted from The Toronto Stock Exchange on December6, 2002 and New York Stock Exchange on February 15, 2001.No securities of Loews are listed or quoted on any stock exchangeor market.

8. On March 22, 2002, Loews filed with theU.S. Securities Exchange Commission (the "SEC")a Certification and Notice of Termination of Registrationunder Section 12(g) of the Securities Exchange Act of 1934on Form 15, following which it ceased to make filings withthe SEC and each of the securities regulatory authoritiesin each of the Jurisdictions.

9. Other than its failure to comply with theapplicable requirements of the Legislation to file continuousdisclosure material since March 21, 2002, Loews is not indefault of any of the requirements of the Legislation.

10. Loews has no present intention of seekingpublic financing by way of an offering of its securities inCanada.

AND WHEREAS under MRRS, this MRRS DecisionDocument evidences the decision of each Decision Maker (collectively,the "Decision");

AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to make theDecision has been met.

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

January 14, 2003.

"John Hughes"