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Qw. ® CORPORATE MATTERS Loews-LDrillard Merger 7/11/b9 Foro 5-1 ® 0

As filed with the Securities and Exchange Commission on November 21, 1968. Registration No. 2-30386 SECURITIES AND EXCHANGE COMMISSION WASAINGTON, D. C. 20549 AMENDMENT NO. I TO FORM S-1 REGISTRATION STATEMIIVT UNDEB THE SECUffiTIES ACT OF 1933 LOEW'S THEATRES, INC. (Exact name of registrant as specified in charter) 1540 Broadway New York, New York 10036 (Address of principal executive offices) CALCULATION OF REGISTRATION FEES Proposed Proposed Maximum Maximum Amount Offering Aggregate Amount of Title of Each Class of Being Price Offering Registration Securities Being Registered Registered Per Unit Price Fee Common Stock, par value $1 per share ....... ......... ....... 2,159,119 shs. $120 $259.094,280 $51,819 Common Stock, par value $1 per share ................ ... .... 15,279 shs. 79 1,207,041 241 Common Stock, par value $1 per share ...... .......... ... .... 14,784 shs. 81 1,197,504 240 Common Stock, par value $1 per share ...... .......... ... .... -tsl4,;hs. 82 2,307,480 461 Common Stock, par value $1 per share ...... .......... ... .... 9,563 shs. 90 860,670 172 Common Stock, par value $1 per share ...... .......... ... .... 41,495 shs. 90 3,734,550 747 Common Stock, par value $1 per share ...... .......... ... .... 200,000 shs. 115 23,000,000 4,600 Total ......... 2.468.380 shs. - $291,401,525 $58,280

PRELIMINARY PROSPECTUS DATED NON'E3IBER 21, 1968 Loew's Theatres, Inc. 7,405,140 Shares of Common Stock ($1 Par Value ) This Prospectus relates to 6,477,357 shares of Common Stock, $1 par value, of Loew's Theatres, Inc. ("Loew's"), issuable upon exercises of warrants to pur- chase shares of Common Stock of Loew's (the "Warrants") and to 927,783 shares of Common Stock, $1 par value, of Loew's issuable to employees of Loew's and its subsidiaries upon exercises of stock options. All outstanding options are held by employees of Lorillard Corporation ("Lorillard"). The Warrants entitle the holders thereof to purchase one share of Common Stock at $35 per share for the first four years, one share at $37.50 for the next four years and at $40 for the final four years. The principal amount of any of the 6$o-/o Subordinated Debentures due 1993 held by a holder of Warrants may be applied in amounts 3. . -, = of 100 or integra1 multiples thereof in payment of the $ purchase nrice upon w ti-2 ~ exercise of any Warrant. This Prospectus also relates to the re-offering of 01- '0 2 shares of Common Stock from time ~„ «,ne in the market at prevailing prices by any exercising holders of such Warrants and options who may be deemed N C V ° N d ... C underwriters. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this Prospectus is November 29, 1968. I

No person has been authorized to give any information or to make any representations, other than those contained in this Prospectus, in connection with the offering contained herein, and, if given or made, such information or representations must not be relied upon as having been authorized by Loew's or any other person. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities covered by this Prospectus by Loew's or any other person in any state or other jurisdiction to any person to whom it is unlawful for Loevr's or any other person to make such offer or solicitation. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create an implication that there has been no change in the facts herein set forth since the date hereof. TABLE OF PAGE Loew's ............................... 3 Use of Proceeds ....................... 3 Capitalization ......................... 4 Summary of Earnings of Loew's ......... 5 Statement of Consolidated Earnings of Lorillard ........................... 6 Condensed Pro Forma Combined Summary of Earnings ........................ 7 Condensed Pro Forma Combined Balance Sheet .............................. 8 Market Prices ........................ 9 Business of Loew's .................... 9 CONTENTS PAGE Business of Loew's Conducted Through Lorillard ........................... 16 Pending Legal Proceedings ............. 21 Management .......................... 23 Options to Purchase Common Stock ...... 26 Federal Income Tax Information ........ 29 Description of Common Stock ........... 30 Experts .............................. 31 Legal Opinions ........................ 31 Additional Information ................. 31 Financial Statements .................. F-1 2 Loe Its exec• directly subsidial statutorN Lorillarc corporat "Loew's Theatre: Loc exhibitir picture t States a construc of markc Thi tobacco the proc. Loe the stoc

ions, other id, if given horized by ition of an >on in any )n to make nder shall, icts herein PAGE ough r LOEW'S Loew's Theatres, Inc. ("Loew's") was organized in 1954 under the laws of the State of New York. Its executive offices are located in New York City. Loew's is principally a holding company, owning directly or indirectly the capital stock of a number of operating subsidiaries. The principal Loew's subsidiary, Lorillard Corporation ("Lorillard"), was acquired by Loew's on November 29, 1968, by a statutory merger of Loew's P. L. Co., Inc. ("LPL"), a wholly-owned subsidiary of Loew's, into Lorillard; upon consummation of that merger, the existence of LPL ceased and Lorillard, the surviving corporation, became a wholly-owned subsidiary of Loew's. This merger is referred to herein as the "Loew's-Lorillard Merger." As used herein, the terms "Loew's" and "Company" refer to Loew's Theatres, Inc. and its subsidiaries, including Lorillard, unless the context otherwise requires. Loew's operates 14 hotels in the United States and the Caribbean and is engaged in the business of exhibiting motion pictures in the United States and Canada through owning or operating 110 motion picture theatres and the related real estate and other facilities connected with such theatres in the United States and Canada, owns a combination office-luxury apartment building in New York City and is constructing another such building in New York City. Loew's has also derived income from its portfolio of marketable securities. Through Lorillard, Loew's is also engaged in the manufacture and sale of cigarettes and other tobacco products. The business of Loew's conducted through Lorillard and its subsidiaries also includes the production and sale of pet food and candy. USE OF PROCEEDS Loew's will add to its general corporate funds the proceeds of any exercises of the Warrants and of the stock options to be received from time to time. 3

CAPITALIZATION The capitalization of Loew's and subsidiaries as of August 31, 1968 (giving effect to the subsequent three-for-one split of Loew's Common Stock) and as adjusted to give effect to the Loew's-Lorillard merger, was as follows : Loew's and Outstanding Title Subsidiaries As Adjusted Short-term borrowings : Notes payable-banks-6/ % ......................... $ 14,300,000 Notes payable-others-6y8 ofo to 6Y8 % ................. 5,000,000 Long-term debt (including current maturities) : Loew's Theatres, Inc. (1) : 5/% Convertible Subordinated Debentures due 1993(2) $ 480,900 480,900 6% % Subordinated Debentures due 1993 ............ - 401,305,000 Subsidiaries (1,3) : Mortgage notes, 5%% to 6Y4o-/0, due 1975-1998 ....... 81,913,300 81,913,300 Mortgage notes, 5% to 6/ofo, due 1970-15,:4 ........ 12,999,574 12,999,574 Sundry mortgage and other indebtedness, 0% to 7/ %, due 1968-1994 ................................. 20,387,960 20,387,960 Twenty-five year 3 fo Debentures due March 1, 1976 9,688,000 Twenty-five year 3%% Debentures due April 1, 1978 13,184,000 4% oJo Sinking Fund Debentures, due June 1, 1986 .... - 34,382,000 6% 'o Subordinated Debentures due April 1, 1993 ..... - 13,720,000 Common Stock, $1 par value, authorized 30,000,000 shares, issued and outstanding (4) ..................................... 14,306,235 shs. 14,306,235 shs. Warrants: 12 Year Warrants expiring 1980, each foi the purchase of one share of Common Stock (5) ................ - 6,477,357 wts. (1) For information concerning obligations under leases on Loew's real property and guarantees by Loew's of debt of the subsidiaries and obligations under long-term leases, see Note 7 of Notes to Financial Statements of Loew's. (2) See "Business of Loew's-Other Interests" for data concerning $480,900 principal amount of 5%% Convertible Subordinated Debentures due 1993 issued by Loew's and 16,350 shares of Common Stock reserved for issuance on conver- sion of such Debentures. (3) For additional information as to outstanding indebtedness of Loew's subsidiaries, see Note 4 of 'Notes to Financial Statements of Loew's and Note S of Notes to Financial Statements of Lorillard. (4) Excludes 808,905 shares reserved upon exercise of options under the Key Employees' Qualified Stock Option Plan, 118,878 shares reserved for issuance upon exercise of other options substituted for Lorillard options and 16,350 shares reserved for issuance upon conversion of 5i/2% convertible subordinated debentures. (5) For exercise prices, see "Options to Purchase Common Stock-Warrants". 4 The f< Montgome: should be r Income : Theatre, Food an( Rent and Expenses : Operatinf General o Depreciat Interest C Other .. U.S. and Income t items . Securities tran Realized , Related fi Provision Net g Incon: Extraordinary Net loss o Gain on s trol Dat Net incom Per share data ( Income bc items . Net gains Extraordin Net incomc Dividends Average numbe income per NOTES (amoun (a) Appro taxes in the yea (b) Exclu, (c) Becau for unrealized i year ended Aug (d) After (e) Net oi (f) After (g) As a i of various hote change in lives ended August 3

:subsequent r's-Lorillard iding isted ),000 ),000 ,900 ,000 300 574 360 )00 )00 )00 100 35 shs. 57 wts. bt 1e r- al -k id SUMMARY OF EARNINGS OF LOEW'S The following Summary of Earnings of Loew's and Subsidiaries has been examined by Lybrand, Ross Bros. & Montgomery, independent certified public accountants, whose opinion appears elsewhere herein. These statements should be read in conjunction with the financial statements and related notes of Loew's appearing elsewhere herein. Years Ended August 31 Income : Theatre, hotel services, etc . .....................•...... $ Food and beverage sales ................................ Rent and other income .................................. Total income .................................. Expenses: Operating ............................................. 60,726 General and administrative .............................. 3,576 Depreciation and amortization ........................... 6,191 Interest on debt ........................................ 4,549 Other ................................................. 327 U.S. and foreign income taxes(a) ...................... 3,440 Total expenses ................................. 78,809 Income before securities transactions and extraordinary items ............................................... 3,167 Securities transactions: Realized gains ........................................ Related federal income taxes .......................... Provision for unrealized losses, net of taxes(c) .......... 1964 1965 1966 1967 ~ In Thousands of Dollars^ 1968 59,326 $ 67,241 $ 79,128 $ 87,922 $ 108,135 16,614 22,732 28,915 32,399 37,769 6,036 5,581 6,217 6,700 10,788 81,976 95,554 114,260 -127,021 156,692 69,331 85,427 90,476 110,334 4,123 4,635 6,286 8,693 7,077 8,094 7,367(g) 7,798 4,934 5,601 6,049 7,460 674 994 1,342 458 3,815 3,690 6,860 9,290 89,954 108,441 118,380„ 144,033 5,600 5,819 8,641 1,344 1,990 7,882(b) 355 440 2,190 989 1,550 5,692 (1,550) 1,422 12,659 10,034 2,670 7,364 Net gains on securities transactions .................. 989 - 7,114 7,364 Income before extraordinary items .................. 3,167 6,589 5,819 15,755 20,023 Extraordinary items : Net loss on disposition of fixed assets (d) ................ (3,247) Gain on sale of Commercial Credit Company and Con- trol Data Corporation common stock(e) ............... 15,165 Net income (loss) ..................................... $ (80) $ 6,589 $ 5,819 $ 15,755 35,188 $ Per share data(f) : Income before securities transactions and extraordinary items ............................................... $ .17 .34 $ .39 $ .60 $ .89 Net gains on securities transactions ....................• .06 .49 .51 Extraordinary items ................................... (.18) 1.06 ....,. .., Net income ............................................ $(.01) $ . $ .39 $1.09 40 Dividends ............................................. None \one ''one None Average number of shares outstanding, used in computing net i $2.46 $,~.13, income per share (f) .................................. 18,486,219 16,614,339 14,866,590 14,422,185 14,304,687 NoTEs (amounts in thousands of dollars) : (a) Approximately $1,340, $1,280, $1,930, and $2,150 of income from Puerto Rican operations was not subject to U. S. income taxes in the years ended August 31, 1965, 1966, 1967, and 1968, respectively. (b) Exclusive of $128 losses charged against reserve for unrealized losses. (c) Because of the decline in market prices of securities during the latter part of the fiscal year ended August 31, 1966, a reserve for unrealized losses of $1,990 (less taxes of $440) was established. The unused portion of the reserve was restored to income in the year ended August 31, 1967. (d) After credit for income taxes of $3,040. (e) Net of expenses and less income taxes of $5,330. (f) After giving effect to 2% for I stock split in January 1968 and a 3 for 1 stock split in November 1968. (g) As a result of an examination by the Internal Revenue Service of the Company's tax returns for certain prior years, the lives of various hotel building fixtures and equipment were lengthened to conform to lives established by the Service for tax purposes. This change in lives resulted in reducing depreciation expense by $1,048 and increasing net income by $528 ($.04 per share) for the year ended August 31, 1967. 5

indicative of the results for the full year. 1963 ~ REVENUES: Net sales (a) ................................ $525,850 Other (b) .................................. 1,209 Total revenues ...................... 527,059 COSTS AND EXPENSEs: Cost of goods sold (a) ........................ 382,227 Selling, advertising, and administrative expenses .. 78,366 Interest on long-term debt .................... 3,208 Other interest (principally on bank loans) ...... 1,945 Total costs and expenses .............. 465,746 ~ EARNINGS BEFORE INCOME TAXES ................ : . 61,313 PROVISION FOR INCOME TAXES: Federal : 'Current ................................ 29,784 Deferred ............................... 833 State and foreign ............................ 2,255 Total income taxes ................... 32,872 NET EARNINGS ................................. 28,441 DIVIDENDS ON PREFERRED STOCK (C) ............... 686 ~ EARNINGS APPLICABLE TO COMMON STOCK .......... $ 27,755 PER SHARE OF COMMON STOCK: h d d Si M E Year Ended December 31 ont n e x s June 30 (Unaudited) 1964 1965 1966 1967 1967 1968 ^ ^ In Thousands of Dollars, except per share amounts $478,810 $483,855 $510,434 $564,966 $277,486 $286,919 1,531 2,671 1,670 1,940 860 1,061 341 480 486 526 512 104 906 566 346 278 287 980 , , ^ ~ , ^ , , , ^ 343,932 346,899 360,925 395,686 195,605 201,052 79,150 81,825 87,649 104,307 51,639 54,503 2,914 2,797 2,574 2,374 1,155 1,366 1,791 2,008 1,746 1,589 714 1,481 427,787 433,529 452,894 503,956 249,113 258,402 52 554 52 M 59 210 62 950 29 233 578 29 , , ^ , , , , 24,168 22,901 27,062 28,458 13,079 14,406 348 550 500 355 352 96 1,885 2,700 2,333 3,103 1,390 984 26,401 26,151 29,895 31,916 14,821 15,486 26,153 26,846 29,315 31,034 14,412 14,092 686 686 686 686 343 172 _.~ _ $ 25,467 $ 26,160 $ 28,629 30,348 14,069 $ 13,920 $3.74 $3.89 $4.35 $4.67 $2.16 $2.15 $2.50 $2.50 $2.50 -$2.50 $1.25 $1.30 $217,113; 1964, $191,661; 1965, $192,056; 1966, $198,290; 1967, $215,469; six months ended (b) Includes undistributed earnings of associated companies: year ended December 31, 1963, none; 1964, $317; 1965, $281; 1966, $66; 1967, $296; six months ended' June 30, 1967, $109 and 1968, $129. (c) On April 9, 1968, the 7% preferred stock was converted into 6%% subordinated debentures (see Note 1 to the Lorillard financial statements). The added interest cost (net of Federal income taxes at present rates) on such debentures on an annual basis is less than the dividends eliminated on the preferred stock by $245 per annum. (d) Based on the average number of shares of common stock outstanding during each year adjusted, for periods prior to the poolings of interests described in Note I to the financial statements, for shares issued in such poolings of interests. (e) Reference is made to "Business of Lorillard-Employees" regarding the Profit Sharing Plan which became effective on January 1, 1968 and pay rate increases granted employees in 1968. See the third paragraph tinder "Business of Loew's Conducted through Lorillard-Advertising and Sales Promotion" herein with reference to tlle decline in 7..orillarcl sales dt.rir,sx 1964. STATEMENT OF CONSOLIDATED EARNINGS OF LORILLARD The following statement of consolidated earnings of Lorillard Corporation and its subsidiaries (which includes amounts applicable to Usen Canning Co. and Reed Candy Company prior to their combination with Lorillard in 1965 and 1966, respectively, in poolings of interest-see Note I to linancial statements) for the •five full years ended December 31, 1967 has been examined by Haskins & Sells, independent certified public account- ants, whose opinion with respect thereto appears elsewhere herein. The statement for the six-month periods ended June 30, 1967 and 1968 is unaudited; however, in the opinion of the Company, all adjustments (comprising only normal recurring accruals) necessary for a fair presentation of the operating results have been included in the statement for such periods. This statement should be read in conjunction with the other consolidated financial statements of Lorillard and the related notes included elsewhere herein. The results for the six months ended June 30, 1968, are not necessarily Earnings (d) ............................... $4.08 Cash dividends .............................. $2.47/ (a) Includes excise taxes on products sold: year ended December 31, 1963, June 30, 1967, $106,899 and 1968, $106,649. Q .~ J T r. fD >-G,~ CD ~, rD (7 ~' ,-« ~ 0

~ y N ~ d 0 ~ va.~y v~ ~a ~,a o x a u E , ~ a 69' .u Q ~ CONDENSED PRO FORMA COMBINED SUMMARY OF EARNINGS (Unaudited) The following condensed pro forma combined summary of earnings has been prepared by combining U d~A iu ~ the consolidated results of operations of Loew's for the fiscal year ended August 31, 1968 with those of Lorillard for the twelve month period ended June 30, 1968, giving effect to the pro forma adjust- ment described below, and should be read in conjunction with the separate financial statements of the ~ companies and the related notes included elsewhere herein : .c 3 Loew's Pro Forma Lorillard Adjustments Pro Forma Combined ~ Revenues : In Thousands of Dollars 3. Net sales and services ...................... $145 904 $574 399 $720 303 a Other ................................... , 10,788 , 2,141 , 12,929 ~ Total ........................ 156,692 576,540 733,232 Q '+.' Deductions : , O S Cost of goods sold and operating expenses .... 127,283 508,305 635,588 i o ~ ~ ~ Interest: 6%°fo Subordinated Debentures due 1993 Other ............................... 460 7 4 941 $ 27,590 (1) 27,590 12 401 ~ ~ Provision for income taxes ................. , 9,290 , 32,580 , (13,795)(1) 28,075 ~ Total .................... 144,033 545,826. 13,795 703,654 Income before gains on securities transactions and extraordinary item .................. 12,659 '0,714 (13,795) 29,578 .~ Net gains on securities transactions 7 364 7 364 s.. p .............. Income before extraordinary item ........... , 20.023 30,714 , (13,795) 36,942 ~ Gain on sale of Commercial Credit Company and Control Data Corporation common stock ........ 15,165 15.165 -a Net income .................. $ 35.188 $ 30.714 $ 1( 3,795) $ 52,107 ~ Before Assuming All Any Warrants Are Warrants Exercised at Are $35.00 Per xercised Exercised ~ Forma Earnings Per Share(3) : a Income before gains on securities transactions and extraordinary item $2.07 $1.80 u Net gains on securities transactions ............................... .51 .35 'd Extraordinary item ............. ............................... 1.06 .73 ..~ U Net income ........................................ $3.64 $2.88 4i w ~ a cd 11 8 ~, ~ a a ~ yy 0 v cd ~ o 0 p~, a ~ O u 8.E ~~ ~ a E o W N E P 'O . cc C 3 0 ~ c a 0 ~ ~ ~ ~ N? v : a ~ NOTES : (1) Interest expense on $401,305,000 principal amount of 6%°fo Subordinated Debentures due 1993 issued by Loew's in exchange for the outstanding common shares of Lorillard and related effect on federal income taxes. (2) Assumes that Lorillard stockholders apply Debentures at par as payment upon the exercise of Warrants at the assumed exercise price. (3) After giving effect to the 3 for 1 stock split of Loew's Common Stock effected as of November 27, 1968. For accounting purposes, the Debentures and Warrants have been assigned a combined value equal to the principal amount of the Debentures. An Opinion of the Accounting Principles Board of the American Institute of Certified Public Accountants, which would require that values be assigned to the Debentures and the Warrants based on their 7espective fair market values, was suspended pending further study by the Board. The Board has recently issued a draft of an Opinion for comment in which it proposes that the latter accounting be reinstated retroactively. If a final Opinion taking the position in the above draft is issued, Loew's will record the value of the Warrants as Additional Paid-in Capital, and charge the portion attributable to discount on the Deb- entures to deferred debt discount, to be amortized over the life of the Debentures and the remainder, if any, to Excess Cost of Investment in Lorillard over Equity in Net Assets. It is estimated that, in such event, the discount to be recorded would be approximately $40,130,000 and the approximate annual amortization, before taxes, (computed on the "compound interest" method) would range over the life of the issue from a_ low of $900,000 in the first year to a high of $2,050,000 in the 13th year, then declining to $1,600,000 in the 25th year. In this event, Excess Cost of Investment ir Lorillard over Equity in Net Assets would be increased by approximately $63,430,000, Other Assets (deferred debt discount) would be increased by $40,130,000 and Additional Paid-in Capital would be increased by approximately $103,560,000 over the amounts which appear in the condensed pro forma combined balance sheet appear- ing on the following page. 7

CONDENSED PRO FORMA COMBINED BALANCE SHEET (Unaudited) The following condensed pro forma combined balance sheet has been prepared by combining amounts shown iu the consolidated balance sheet of Loew's as of August 31, 1968 and amounts shown in the con- solidated balance sheet of Lorillard as of June 30, 1968, giving effect to the pro forma adjustments described below, and should be read in conjunction with the separate financial statements of the companies and related notes included elsewhere herein. ASSETS I Pro Forma Pro Forma Loew's Lorillard Adjustments Combined In Thousands of Dollars Current assets .................... . ... .... $ 92,822 $297,098 $389,920 Property, plant and equipment (less accumulated depreciation and amortization) .............. 160,207 55,101 215,308 Excess cost of investment in Lorillard over equity in net assets .............................. $191,719(3) 191,719 C)ther assets ................................ 19,546 11,164 30,710 Total .......................... $272,575 $363,363 $191,719 Stoc 196< Genei LIABILITIES AND SHAREHOLDERS' EQUITY $827,657 Current liabilities ............................ $ 30,390 $ 77,287 $107,677 Senior long-term debt, less current maturities .... 109,079 56,050 165,129 Subordinated long-term debt .................. 13,720 $401,305(1) 415,025 Reserves and other liabilities .................. 7,892 6,720 14,612 \linority interest ............................ 1,029 1,029 Shareholders' equity (4) : Common stock .. ................. 14,306 33,436 Additional paid-in capital ................. 29,032 Retained earnings ....................... 109,879 157,~21 Less common stock in treasury ............. (10,403) 14,306 (209,586) (2) 109,87- '1'otal shareholders' equity ......... 124,185 209,586 (209,5861, 124,185 Total ....................... $272,575 $363,363 $191,719 $827,657 Noxcs: (1) The issuance by Loew's to each Lorillard shareholder of a $62 principal amount, 6%°Jo Subordinated Debenture due 1993 ($401,305,000 in the aggregate) and a Warrant (as to which no value has been assigned for accounting purposes) to purchase one share of Loew's Common Stock. (2) The elimination in consolidation of the shareholders' equity accounts of Lorillard. .G (3) The recording of $191,719,000 as excess cost of investment in Lorillard over equity in net assets. Sufficient o-+ information is not available at this time to determine whether any portion of the excess may be allocated to tangible v assets of Lorillard or intangible assets having limited terms of existence. 0% W (4) Effect has been given to the 3 for 1 stock split of Loew's Common Stock and the transfer of $6 000 45 632 , , tA 905 from Additional Paid-In Capital and $2 000 from Earnings Retained in the Business to Common Stock , , . ^J Reference should be made to the last two paragraphs on the preceding page for information concerning the method of accounting followed in the preparation of the condensed pro forma financial statements. S I locate capita I exhibi pictur States structi marl.e of cig< Sourc( D "income admini income unders theatre (1) stock. f