-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A2mqbUFbbGI6vtqf+puP81dXYK8ejr8wvjUTSYesCtMvksxfF/ZuhaYJwEOejUIJ sTzw5NYiSsgrEELf8wiucw== 0000950123-97-005607.txt : 19970704 0000950123-97-005607.hdr.sgml : 19970704 ACCESSION NUMBER: 0000950123-97-005607 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970703 SROS: NONE GROUP MEMBERS: SEAGRAM CO LTD GROUP MEMBERS: UNIVERSAL STUDIOS INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CINEPLEX ODEON CORP /CAN/ CENTRAL INDEX KEY: 0000811925 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE THEATERS [7830] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51211 FILM NUMBER: 97636501 BUSINESS ADDRESS: STREET 1: 1303 YONGE ST CITY: TORONTO ONTARIO CANA STATE: A6 BUSINESS PHONE: 4163236600 MAIL ADDRESS: STREET 1: 1303 YONGE STREET CITY: TORONTO ONTARIO CANA STATE: A6 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SEAGRAM CO LTD CENTRAL INDEX KEY: 0000088188 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 000000000 STATE OF INCORPORATION: CA FISCAL YEAR END: 0701 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1430 PEEL ST STREET 2: H3A 1S9 CITY: MONTREAL QUEBEC CANA STATE: A8 BUSINESS PHONE: 5148495271 MAIL ADDRESS: STREET 1: C/O JOSEPH E SEAGRAM & SONS INC STREET 2: 375 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10152 SC 13D/A 1 AMENDMENT TO SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 - -------------------------------------------------------------------------------- (Amendment No. 23 to the (Amendment No. 5 to the Schedule 13D filed by Universal Schedule 13D filed by Studios, Inc. (formerly MCA INC.)) The Seagram Company Ltd.) - -------------------------------------------------------------------------------- CINEPLEX ODEON CORPORATION - -------------------------------------------------------------------------------- (NAME OF ISSUER) COMMON SHARES - -------------------------------------------------------------------------------- (TITLE OF CLASS OF SECURITIES) 172455 10 7 ------------------------------------------------ (CUSIP NUMBER) HOWARD L. WEITZMAN UNIVERSAL STUDIOS, INC. 100 UNIVERSAL CITY PLAZA UNIVERSAL CITY, CALIFORNIA 91608 (818) 777-1000 - -------------------------------------------------------------------------------- (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) JUNE 20, 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 [ ]. 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 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 1 of 23 Pages 2 SCHEDULE 13D CUSIP NO. 172455 10 7 PAGE 2 OF 23 PAGES ----------------------- --- ---- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON UNIVERSAL STUDIOS, INC. IRS IDENTIFICATION NO. 95-2011468 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 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 DELAWARE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- NUMBER OF SHARES ---------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH SEE PAGE 3 REPORTING ---------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH -0- ---------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 73,446,426 common shares of Cineplex Odeon Corporation issuable upon transfer by Universal Studios, Inc. of the Subordinate Restricted Voting Shares owned by Universal Studios, Inc. - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 73,446,426 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41.5% of the common shares of Cineplex Odeon Corporation assuming conversion of the Subordinate Restricted Voting Shares owned by Universal Studios, Inc. - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* 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 3 of 23 Pages With respect to all matters other than the election of directors, Universal Studios, Inc. ("Universal"), as holder of all the issued and outstanding Subordinate Restricted Voting Shares ("SRVs") of Cineplex Odeon Corporation ("Cineplex"), may vote the lesser of: (i) one vote less than one vote for each SRV then issued and outstanding and (ii) one vote less than one-half of the sum of (a) the total number of votes attached to all Cineplex voting securities (other than the SRVs) then issued and outstanding minus (b) three times the number of votes attached to all Cineplex voting securities (other than the SRVs) owned by Universal, its subsidiaries, associates, affiliates, their respective directors and officers, and the associates and affiliates of such directors and officers. Universal has the right to vote all SRVs owned by it on the basis of one vote per share for the election of its nominees to the Cineplex Board of Directors. Except under certain limited circumstances, Universal may not vote for any other nominees to the Cineplex Board. 4 SCHEDULE 13D CUSIP NO. 172455 10 7 PAGE 4 OF 23 PAGES ----------------------- --------- -------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON THE SEAGRAM COMPANY LTD. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 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 -0- NUMBER OF SHARES BENEFICIALLY ---------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING SEE PAGE 3 PERSON ---------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER -0- ---------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 73,446,426 common shares of Cineplex Odeon Corporation issuable upon transfer by Universal Studios, Inc. of the Subordinate Restricted Voting Shares owned by Universal Studios, Inc. - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 73,446,426 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41.5% of the common shares of Cineplex Odeon Corporation assuming conversion of the Subordinate Restricted Voting Shares owned by Universal Studios, Inc. - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* 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 5 of 23 Pages The Statement on Schedule 13D, as amended (the "Schedule 13D"), filed pursuant to Rule 13d-1 of the Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), by Universal Studios, Inc., a Delaware corporation formerly known as MCA INC. ("Universal"), and by The Seagram Company Ltd., a Canadian corporation ("Seagram"), with respect to the common shares ("Common Shares") of Cineplex Odeon Corporation, a Canadian corporation ("Cineplex"), is hereby amended by amending and restating Items 2, 4, 5 and 6 in their entirety as set forth below. Item 2. Identity and Background. The principal executive offices of Seagram are located at 1430 Peel Street, Montreal, Quebec, Canada H3A 1S9 and the principal executive offices of Universal are located at 100 Universal City Plaza, Universal City, California 91608. Seagram operates in two global business segments: beverages and entertainment. The beverage businesses are engaged principally in the production and marketing of distilled spirits, wines, fruit juices, coolers, beers and mixers throughout more than 150 countries and territories. The entertainment company, Universal, produces and distributes motion picture, television and home video products, and recorded music, and operates theme parks and retail stores. Descendants of the late Samuel Bronfman and trusts established for their benefit (collectively, the "Bronfman Family") beneficially own directly or indirectly approximately 35.1% of the outstanding common shares without nominal or par value of Seagram (the "Seagram Common Shares"). Of that amount, Bronfman Associates, a partnership of which Edgar M. Bronfman, his children and a trust for 6 Page 6 of 23 Pages the benefit of Edgar M. Bronfman and his descendants are the sole partners and of which Edgar M. Bronfman is the managing partner, along with a second trust for the benefit of Edgar M. Bronfman and his descendants, own directly approximately 17.1% of the Seagram Common Shares, trusts for the benefit of Charles R. Bronfman and his descendants own directly approximately 14.5% of the Seagram Common Shares, trusts for the benefit of the family of the late Minda de Gunzburg and members of her immediate family own directly or indirectly approximately 1.9% of the Seagram Common Shares, Phyllis Lambert owns directly or indirectly approximately 0.27% of the Seagram Common Shares, a charitable foundation of which Charles R. Bronfman is among the directors owns approximately 0.89% of the Seagram Common Shares, another charitable foundation of which Charles R. Bronfman is among the directors owns approximately 0.16% of the Seagram Common Shares, a charitable foundation of which Edgar M. Bronfman and Charles R. Bronfman are among the trustees owns approximately 0.07% of the Seagram Common Shares, and Edgar M. Bronfman, Charles R. Bronfman and their respective spouses and children own directly approximately 0.29% of the Seagram Common Shares. In addition, such persons hold currently exercisable options to purchase an additional 0.81% of the Seagram Common Shares, calculated pursuant to Rule 13d-3 of the Rules and Regulations under the Act. Percentages set forth in this Item 2 are based on the number of Seagram Common Shares outstanding as of April 30, 1997. Edgar M. Bronfman is Chairman of the Board of Seagram and a director of Seagram. Charles R. Bronfman is Co-Chairman of the Board and Chairman of the Executive Committee of Seagram and a director of 7 Page 7 of 23 Pages Seagram. Edgar M. Bronfman, Charles R. Bronfman, Phyllis Lambert and the late Minda de Gunzburg are siblings. Pursuant to a voting trust agreement, Charles R. Bronfman serves as voting trustee for Seagram Common Shares beneficially owned directly or indirectly by Bronfman Associates, the aforesaid trusts for the benefit of Edgar M. Bronfman and his descendants, the aforesaid trusts for the benefit of Charles R. Bronfman and his descendants, the first two of the three aforesaid charitable foundations and Charles R. Bronfman. Pursuant to another voting trust agreement, Edgar M. Bronfman and Charles R. Bronfman are among the voting trustees for Seagram Common Shares beneficially owned directly or indirectly by trusts for the benefit of the family of the late Minda de Gunzburg and members of her immediate family. Neither voting trust agreement contains restrictions on the right of the voting trustees to vote the deposited Seagram Common Shares. The Bronfman Family may be deemed to be in control of Seagram. Information concerning the foregoing persons and entities, together with information concerning the directors and executive officers of Universal and Seagram, is contained in Schedule A attached hereto. During the last five years, neither Seagram nor Universal, nor to the best knowledge of Seagram or Universal, any of their respective directors or executive officers (or any other person or entity set forth in Schedule A), has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree or final order enjoining 8 Page 8 of 23 Pages future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 4. Purpose of Transaction. On June 20, 1997, Cineplex issued a press release confirming that it is in discussions with Sony Retail Entertainment, Inc. ("SRE") with respect to a possible merger between Cineplex and SRE's Loews Theatres Group ("Loews"). The press release stated that, under the terms currently being considered, Loews will join with all existing Cineplex shareholders in the combined entity and that no assurances can be given at this time that an agreement will be entered into with SRE or if entered into that a transaction will be completed. The press release also indicated that any transaction would be subject to a number of approvals, including shareholder and regulatory approvals in both Canada and the United States. As a large shareholder of Cineplex with designees on its Board of Directors, Universal would naturally become involved to some extent in any proposed business combination involving Cineplex. Accordingly, Universal is actively involved in the discussions regarding the possible merger between Cineplex and Loews as requested by Cineplex management and SRE. In the ordinary course of business, Universal reviews the performance of its investment in Cineplex. Depending on various factors, including Cineplex's business affairs, prospects, financial position, current and anticipated future price levels of the Common Shares, conditions in the securities markets, general economic and industry conditions, as well as other opportunities available to it, 9 Page 9 of 23 Pages Universal will take such actions with respect to its investment in Cineplex as it deems appropriate in light of the circumstances existing from time to time and subject to agreements between Universal and Cineplex described in Item 6 below and to applicable regulatory requirements. Subject to such agreements and to applicable regulatory requirements, Universal may purchase additional equity in Cineplex or may, and hereby reserves the right to, sell some or all of its holdings in the open market or in privately negotiated transactions to one or more purchasers under appropriate circumstances. Item 5. Interest in Securities of the Issuer. Universal beneficially owns all of the issued and outstanding 73,446,426 Subordinate Restricted Voting Shares ("SRVs") of Cineplex and might be deemed to beneficially own 73,446,426 Common Shares, representing approximately 41.5% of the Common Shares that would be outstanding upon the conversion of the SRVs into Common Shares. As a result of its ownership of an indirect 80% interest in Universal, Seagram may also be deemed to beneficially own such Common Shares. Except as set forth in the cover pages of the Schedule 13D and as described below, neither Universal or Seagram nor, to the best knowledge of Universal and Seagram, any of their respective directors or executive officers (or any other person or entity set forth in Schedule A to the Schedule 13D) has the power to vote or direct the vote or to dispose or to direct the disposition of any Common Shares. Each of Universal and Seagram disclaims the beneficial ownership of the Common Shares issuable upon conversion of the SRVs beneficially owned by Universal. 10 Page 10 of 23 Pages Under the terms of the SRVs and subject to the terms of the agreements described in Item 6 below, with respect to all matters other than the election of directors, Universal, as holder of all the issued and outstanding SRVs, may vote the lesser of: (i) one vote less than one vote for each SRV then issued and outstanding and (ii) one vote less than one-half of the sum of (a) the total number of votes attached to all Cineplex voting securities (other than the SRVs) then issued and outstanding minus (b) three times the number of votes attached to all Cineplex voting securities (other than the SRVs) owned by Universal, its subsidiaries, associates, affiliates, their respective directors and officers, and the associates and affiliates of such directors and officers. Under the terms of the SRVs, as holder of all the issued and outstanding SRVs, Universal has the right to nominate a number of directors (rounded up or down to the nearest whole number) as is proportionate to its ownership of voting securities; provided, however, that such number will not exceed four when the authorized number of directors is 15, and will not exceed one-third of the members of the Cineplex Board of Directors (rounded down to the nearest whole number) when the authorized number of directors is other than 15. Universal has the right to vote all SRVs owned by it on the basis of one vote per share for the election of its nominees to the Cineplex Board of Directors. Except under certain limited circumstances, Universal may not vote for any other nominees to the Cineplex Board. Subject to the terms of the agreements described in Item 6 below, Universal has the power to dispose or to direct the disposition of the SRVs. If SRVs are sold by Universal to a third party, such 11 Page 11 of 23 Pages SRVs will be automatically converted into Common Shares on a share-for-share basis upon transfer. As disclosed in a Statement on Schedule 13D, as amended, as filed by the Charles Rosner Bronfman Family Trust, Stephen R. Bronfman, Arnold M. Ludwick, E. Leo Kolber, Charles R. Bronfman and the Phyllis Lambert Foundation, Charles R. Bronfman, Co-Chairman of the Board of Directors and Chairman of the Executive Committee of Seagram, beneficially owns 3,409,924 Common Shares, representing 3.3% of the outstanding Common Shares and 1.9% of the Common Shares that would be outstanding upon the conversion of the SRVs into Common Shares. E. Leo Kolber, a director of Seagram, beneficially owns, directly and indirectly through a wholly-owned corporation, 3,578,092 Common Shares, representing 3.5% of the outstanding Common Shares and 2.0% of the Common Shares that would be outstanding upon the conversion of the SRVs into Common Shares. Arnold M. Ludwick, Vice President of Seagram, beneficially owns 233,772 Common Shares, representing 0.23% of the Common Shares outstanding and 0.13% of the Common Shares that would be outstanding upon the conversion of SRVs into Common Shares. The Phyllis Lambert Foundation, a charitable foundation the members and directors of which include Charles R. Bronfman and Phyllis Lambert, beneficially owns 314,107 Common Shares, representing 0.30% of the outstanding Common Shares and 0.18% of the Common Shares that would be outstanding upon the conversion of the SRVs into Common Shares. Each of the persons described in this paragraph has the sole power to vote and to dispose of the Common Shares reported to be owned by such person, except that Charles R. Bronfman has shared power to vote and to dispose of 99,266 Common Shares described as beneficially owned by him and E. Leo Kolber has shared power to vote and to dispose of 12 Page 12 of 23 Pages 75,000 Common Shares as beneficially owned by him. Percentages set forth in this Item 5 are based on the number of Common Shares outstanding as of May 14, 1997 as reported in the Management Information Circular dated May 26, 1997 relating to the 1997 Annual Meeting of Shareholders of Cineplex. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Universal and Cineplex are parties to a subscription agreement dated January 15, 1986, as amended (the "Restated Subscription Agreement"), and a standstill agreement dated May 12, 1986, as amended (the "Standstill Agreement" and, together with the Restated Subscription Agreement, the "Agreements"), copies of which have been filed previously in the Schedule 13D. The Agreements contain certain restrictions on Universal's ability to dispose of the SRVs and impose restrictions on Universal's ability to acquire additional securities of Cineplex and to engage in certain conduct in respect of Cineplex. In the event Universal is entitled to sell Cineplex securities, Universal may not dispose of any such securities unless such securities are first offered to Cineplex or its designee, subject to Universal's limited right to sell up to two percent of its holdings of Cineplex securities from time to time in public offerings; provided, however, that Universal will not be subject to the right of first refusal in favor of Cineplex with respect to any offer for all the shares of Cineplex which is not disapproved by the Cineplex Board of Directors. 13 Page 13 of 23 Pages The Agreements provide Universal with the right to purchase, subject to required regulatory approvals, additional SRVs from Cineplex to maintain its then existing fully-diluted equity position when Cineplex issues new equity securities or options or rights to acquire such securities. The Agreements also permit Universal to purchase additional voting securities of Cineplex from third parties at any time, provided that Universal is not permitted to acquire in excess of 50% of the equity of Cineplex on a fully-diluted basis. Notwithstanding the above prohibitions on Universal's purchase of Cineplex securities, Universal may commence a tender offer for Cineplex securities provided that the tender offer is (i) unconditional as to the number of shares deposited, (ii) for cash and/or voting equity securities of Universal and (iii) for any and all of the shares of Common Stock then outstanding. During the term of the Standstill Agreement, Universal may not solicit proxies, deposit its SRVs in a voting trust, or engage in any other activities to acquire or affect the control of Cineplex, except as provided in the Standstill Agreement or the Articles of Amalgamation of Cineplex. The Agreements also contain certain restrictions on the number of additional equity securities which Cineplex may issue without the approval of 75% of the directors of Cineplex. As contemplated by the terms of the SRVs, four of the 15 Cineplex directors are Universal designees. In addition, the Agreements give Universal a right of first refusal if Cineplex wishes to dispose of material United States assets 14 Page 14 of 23 Pages or its interest therein which right may be exercised in whole or in part by exchanging SRVs for such assets or interest. Pursuant to a Registration Agreement dated May 12, 1986 between Universal and Cineplex, Cineplex has granted Universal certain registration rights with respect to Common Shares issuable upon conversion of the SRVs owned by Universal. A copy of this agreement has been filed previously in the Schedule 13D. 15 Page 15 of 23 Pages SIGNATURE 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: July 3, 1997 UNIVERSAL STUDIOS, INC. By: /s/ Howard L. Weitzman -------------------------------------------- Name: Howard L. Weitzman Title: Executive Vice President, Corporate Operations THE SEAGRAM COMPANY LTD. By: /s/ Daniel R. Paladino -------------------------------------------- Name: Daniel R. Paladino Title: Executive Vice President, Legal and Environmental Affairs 16 Page 16 of 23 Pages SCHEDULE A 1. Set forth below is the name, business address, principal occupation or employment and citizenship of each director and executive officer of Universal. The name of each person who is a director of Universal is marked with an asterisk. Unless otherwise indicated, the business address of each person listed below is 100 Universal City Plaza, Universal City, California 91608. Name and Principal Occupation Business Address or Employment Citizenship - ---------------- -------------------- ----------- EDGAR BRONFMAN, JR.* Chief Executive Officer United States 375 Park Avenue and President of Seagram New York, New York 10152 and Acting Chairman of Universal SAMUEL BRONFMAN II* President of Seagram United States 2600 Campus Drive Chateau & Estate Wines Suite 160 Company (a division of a San Mateo, CA 94403 subsidiary of Seagram) ARNOLD M. LUDWICK* Vice President of Seagram Canada 1170 Peel Street and President and Chief 8th Floor Executive Officer of Montreal, Quebec Claridge Inc. Canada H3B 4P2 ROBERT W. MATSCHULLAT* Vice Chairman and Chief United States 375 Park Avenue Financial Officer of New York, New York 10152 Seagram YASUO NAKAMURA* General Manager, Japan Matsushita Entertainment & Media Liaison Office at Universal FRANK J. BIONDI, JR.* Chairman and Chief United States Executive Officer of Universal RON MEYER* President and Chief United States Operating Officer of Universal BRUCE L. HACK* Executive Vice President United States and Chief Financial Officer of Universal 17 Page 17 of 23 Pages Name and Principal Occupation Business Address or Employment Citizenship - ---------------- -------------------- ----------- LEW R. WASSERMAN* Chairman Emeritus of United States Universal HOWARD L. WEITZMAN Executive Vice President, United States Corporate Operations of Universal KAREN RANDALL Senior Vice President and United States General Counsel of Universal KENNETH L. KAHRS Senior Vice President, United States Human Resources of Universal DEBORAH S. ROSEN Senior Vice President, United States Corporate Communications and Public Affairs of Universal BRIAN C. MULLIGAN Senior Vice President of United States Universal HELLENE S. RUNTAGH Senior Vice President of United States Universal JAY E. SHECTER Vice President, Strategic United States Sourcing of Universal PAUL BUSCEMI Vice President, Tax of United States 800 Third Avenue Joseph E. Seagram & Sons, New York, New York 10022 Inc. and Vice President of Universal MAREN CHRISTENSEN Vice President of United States Universal H. STEPHEN GORDON Vice President of United States Universal DAVID R. HANCOCK Vice President and Chief United States Accounting Officer of Universal MARC R. PALOTAY Vice President of United States Universal WILLIAM A. SUTMAN Vice President and United States Controller of Universal SHARON S. GARCIA Secretary of Universal United States 18 Page 18 of 23 Pages Name and Principal Occupation Business Address or Employment Citizenship - ---------------- -------------------- ----------- PAMELA F. CHERNEY Treasurer of Universal United States 2. Set forth below are the name, business address, principal occupation or employment and citizenship of each director and executive officer of Seagram. The name of each person who is a director of Seagram is marked with an asterisk. Unless otherwise indicated, the business address of each person listed below is 375 Park Avenue, New York, New York 10152. Name and Principal Occupation Business Address or Employment Citizenship - ---------------- -------------------- ----------- EDGAR M. BRONFMAN* Chairman of the Board of United States Seagram THE HON. CHARLES R. Co-Chairman of the Board Canada BRONFMAN, P.C., C.C.* and Chairman of the 1170 Peel Street Executive Committee of 8th Floor Seagram Montreal, Quebec Canada H3B 4P2 EDGAR BRONFMAN, JR.* Chief Executive Officer United States and President of Seagram SAMUEL BRONFMAN II* President of Seagram United States 2600 Campus Drive Chateau & Estate Wines Suite 160 Company (a division of a San Mateo, CA 94403 subsidiary of Seagram) MATTHEW W. BARRETT, O.C.* Chairman and Chief Canada First Bank Tower Executive Officer of Bank 68th Floor of Montreal (a financial First Canadian Place institution) 100 King Street West Toronto, Ontario M5X 1A1 FRANK J. BIONDI, JR.* Chairman and Chief United States 100 Universal City Plaza Executive Officer of Universal City, CA 91608 Universal Studios, Inc. 19 Page 19 of 23 Pages Name and Principal Occupation Business Address or Employment Citizenship - ---------------- -------------------- ----------- THE HON. WILLIAM G. Counsel to Tory Canada DAVIS, P.C., C.C., Tory DesLauriers & Q.C.* Binnington (attorneys) Suite 3000, Aetna Tower 79 Wellington Street West Toronto, Ontario Canada M5K 1N2 THE HON. PAUL DESMARAIS, Chairman of the Executive Canada P.C., C.C.* Committee of Power 751 Victoria Square Corporation of Canada (a Montreal, Quebec holding and management Canada H2Y 2J3 company) MICHELE J. HOOPER* Corporate Vice President, United States Caremark Caremark International Inc. International Inc. (a 2211 Sanders Road health care services Northbrook, IL 60062 provider) DAVID L. JOHNSTON, Professor of Law at Canada O.C.* McGill University (an 3690 Peel Street educational institution) Room 200 Montreal, Quebec Canada H3A 1W9 THE HON. E. LEO KOLBER, Member of The Senate of Canada SENATOR* Canada 1170 Peel Street 8th Floor Montreal, Quebec Canada H3B 4P2 MARIE-JOSEE KRAVIS, O.C.* Senior Fellow of The Canada 625 Park Avenue Hudson Institute Inc. (a New York, NY 10021 non-profit economics research institute) ROBERT W. MATSCHULLAT* Vice Chairman and United States Chief Financial Officer of Seagram C. EDWARD MEDLAND* President of Beauwood Canada 121 King Street West Investments Inc. (a Suite 2525 private investment Toronto, Ontario company) Canada M5H 3T9 LEW R. WASSERMAN* Chairman Emeritus of United States 100 Universal City Plaza Universal Studios, Inc. Universal City, CA 91608 JOHN S. WEINBERG* General Partner of United States 85 Broad Street Goldman, Sachs & Co. New York, NY 10004 (investment bankers) 20 Page 20 of 23 Pages Name and Principal Occupation Business Address or Employment Citizenship - ---------------- -------------------- ----------- JOHN D. BORGIA Executive Vice President, United States Human Resources of Seagram STEVEN J. KALAGHER Executive Vice President United States of Seagram and President and Chief Executive Officer, The Seagram Spirits And Wine Group (a division of a subsidiary of Seagram) ELLEN R. MARRAM Executive Vice President United States of Seagram and President and Chief Executive Officer, Tropicana Beverage Group (a division of a subsidiary of Seagram) DANIEL R. PALADINO Executive Vice President, United States Legal and Environmental Affairs of Seagram GABOR JELLINEK Vice President, Canada 1430 Peel Street Production of Seagram and Montreal, Quebec Executive Vice President, Canada H3A 1S9 Manufacturing, The Seagram Spirits and Wine Group (a division of a subsidiary of Seagram) ARNOLD M. LUDWICK Vice President of Seagram Canada 1170 Peel St. 8th Floor Montreal, Quebec Canada H3B 4P2 JOHN R. PRESTON Vice President, Finance United States of Seagram MICHAEL C.L. HALLOWS Secretary of Seagram Canada 3. The trustees of the trusts for the benefit of Edgar M. Bronfman and his descendants are Edgar M. Bronfman, Edgar Bronfman, Jr., Matthew Bronfman, Harold R. Handler, Mayo O. Shattuck III and John L. Weinberg. The trustees of the trusts for the benefit of Charles R. Bronfman and his descendants are Stephen R. Bronfman, Ellen J. Bronfman Hauptman, Trevor Carmichael, Neville LeRoy Smith, Bruce I. Judelson, Gary J. Gartner, 21 Page 21 of 23 Pages Steven H. Levin, Arnold M. Ludwick, Jeffrey D. Scheine and Robert S. Vineberg. The trustees of the trusts for the benefit of the family of the late Minda de Gunzburg are Stanley N. Bergman, Dr. Guido Goldman and Leonard M. Nelson. The directors of the first two charitable foundations referenced in Item 2 include Charles R. Bronfman, Stephen R. Bronfman and Arnold M. Ludwick, the trustees of the third charitable foundation include Edgar M. Bronfman, Charles R. Bronfman, Samuel Bronfman II and Edgar Bronfman, Jr. Set forth below or under Part 2 above are the address, principal occupation or employment and citizenship of each person named in this Part 3. PHYLLIS LAMBERT Architect Canada 1920 Baile Street Montreal, Quebec Canada H3H 2S6 MATTHEW BRONFMAN Chief Executive Officer United States 30 West 26th Street of Perfumes Isabell, 2nd Floor L.L.C. (a perfume New York, NY 10010 company) STEPHEN R. BRONFMAN Private Investor Canada 1170 Peel Street 8th Floor Montreal, Quebec Canada H3B 4P2 ELLEN J. BRONFMAN Private Investor Canada HAUPTMAN c/o Withers Solicitors 12 Gough Square London, England EC4A 3DE HAROLD R. HANDLER Attorney whose United States 425 Lexington Avenue professional corporation New York, NY 10017 is a partner of Simpson Thacher & Bartlett (attorneys) MAYO O. SHATTUCK III President and Chief United States Alex Brown & Sons Operating Officer of Incorporated Alex. Brown & Sons 135 East Baltimore Street Incorporated Baltimore, MD 21202 (investment bankers) 22 Page 22 of 23 Pages Name and Principal Occupation Business Address or Employment Citizenship ---------------- -------------------- ----------- JOHN L. WEINBERG Senior Chairman of United States 85 Broad Street Goldman, Sachs & Co. New York, NY 10004 (investment bankers) ROBERT S. VINEBERG Partner of Goodman Canada 1501 McGill College Phillips & Vineberg Avenue (barristers and 26th Floor solicitors) Montreal, Quebec Canada H3A 3N9 GARY J. GARTNER Resident Counsel of Canada 430 Park Avenue Goodman Phillips & 10th Floor Vineberg (attorneys) New York, NY 10022 STEVEN H. LEVIN Resident Counsel of United States 430 Park Avenue Goodman Phillips & 10th Floor Vineberg (attorneys) New York, NY 10022 JEFFREY D. SCHEINE Resident Counsel of United States 430 Park Avenue Goodman Phillips & 10th Floor Vineberg (attorneys) New York, NY 10022 TREVOR CARMICHAEL, Q.C. Barrister, Chancery Barbados Chancery Chambers, Chancery Chambers (attorneys) House High Street Bridgetown, Barbados NEVILLE LEROY SMITH Managing Director of Barbados Sunset Drive Royal Bank of Canada Pine Gardens Financial Corporation (a St. Michael, Barbados financial institution) BRUCE I. JUDELSON Partner of Bergman, United States 157 Church Street Horowitz & Reynolds, P.C. New Haven, CT 06510 (attorneys) STANLEY N. BERGMAN Partner of Bergman, United States 157 Church Street Horowitz & Reynolds, P.C. New Haven, CT 06510 (attorneys) 23 Page 23 of 23 Pages Name and Principal Occupation Business Address or Employment Citizenship ---------------- -------------------- ----------- DR. GUIDO GOLDMAN Director of German United States First Spring Corporation Studies at the Center for 499 Park Avenue European Studies at New York, NY 10022 Harvard University and Chairman of First Spring Corporation (an investment company) LEONARD M. NELSON Shareholder of Bernstein, United States 100 Middle Street Shur, Sawyer & Nelson, Portland, ME 04104 P.C. (attorneys) -----END PRIVACY-ENHANCED MESSAGE-----