Back to GetFilings.com
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(mark one)
[ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange
Act of 1934
(Fee Required)
For the fiscal year ended March 30, 1995
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (no fee required) for the transition
period from _________________ to ______________________
Commission File Number 01-12429
AMC ENTERTAINMENT INC.
(Exact name of registrant as specified in its charter)
Delaware 43-1304369
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
106 West 14th Street
Kansas City, Missouri 64105-1977
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (816) 221-4000
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
Common Stock, 66 2/3 par value American Stock Exchange, Inc.
Pacific Stock Exchange, Inc.
$1.75 Cumulative Convertible American Stock Exchange, Inc.
Preferred Stock,
66 2/3 par value
Securities registered pursuant to Section 12(g) of the Act:
Title of Each Class
11.875% Senior Notes due August, 2000
12.625% Senior Subordinated Notes due August, 2002
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No ___
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ ]
The aggregate market value of the registrant's voting stock held by
non-affiliates as of May 19, 1995 computed by reference to the closing
price for such stock on the American Stock Exchange on such date, was
$33,608,210.
Number of Shares
Title of Each Class of Common Stock Outstanding as of May 19, 1995
Common Stock, 66 2/3 par value 5,306,380
Class B Stock, 66 2/3 par value 11,157,000
AMC ENTERTAINMENT INC. AND SUBSIDIARIES
1995 FORM 10-K ANNUAL REPORT
PART I
PAGE NUMBER
Item 1. Business 3 - 13
Item 2. Properties 13
Item 3. Legal Proceedings 13 - 14
Item 4. Submission of Matters to a Vote of
Security Holders 14
PART II
Item 5. Market for the Registrant's Common Equity and
Related Stockholder Matters 15
Item 6. Selected Financial Data 15
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 16 - 23
Item 8. Financial Statements and Supplementary Data 23
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 23
PART III
Item 10. Directors and Executive Officers of the
Registrant 24 - 27
Item 11. Executive Compensation 27 - 37
Item 12. Security Ownership of Certain Beneficial Owners
and Management 38 - 39
Item 13. Certain Relationships and Related Transactions 40 - 41
PART IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K. 41
Signatures 42
PART I
ITEM 1. BUSINESS
(a) General Development of Business
AMC Entertainment Inc. ("AMCE"), through American Multi-Cinema, Inc.
("AMC") and its subsidiaries (collectively with AMCE, unless the context
otherwise requires, the "Company"), is one of the largest motion picture
exhibitors in the United States in terms of the number of theatre screens
operated.
AMCE's predecessor was founded in Kansas City, Missouri in 1920 by the
father of Mr. Stanley H. Durwood, the current Chairman of the Board and Chief
Executive Officer of AMC. AMCE is a Delaware corporation with its principal
executive offices located at 106 West 14th Street, Kansas City, Missouri 64105-
1977. Its telephone number at such address is (816) 221-4000.
(b) Financial Information about Industry Segments
The Registrant operates exclusively in the motion picture exhibition
industry.
(c) Narrative Description of Business
Recent Developments
On December 15, 1994, the Company announced the signing of an
agreement to build a 13-screen movie theatre in Japan. The theatre will be
part of a 2.5 million square foot hotel, office and retail development in
Fukuoka, Japan. The Canal City Hakata 13 is expected to open in early
fiscal 1997 and will be the largest theatre in Japan in terms of number of
screens.
The Canal City Hakata 13 is the first international theatre developed
by the Company since the late 1980's and represents a major step in the
Company's plans to significantly increase its theatre circuit and develop
its business worldwide. See "Growth Strategy" for further discussion of
the Company's expansion plans for both domestic and international markets.
General
The Company is one of the largest motion picture exhibitors in the
United States based on the number of theatre screens operated. Since 1968,
when the Company operated 12 theatres with 22 screens, the Company has
expanded its operations to include, as of March 30, 1995, 232 theatres with
1,630 screens located in 22 states and the District of Columbia. Nearly 60%
of the screens operated by the Company are located in Florida, California,
Texas, Pennsylvania and Michigan and approximately 69% of the Company's
screens are located in areas considered among the 20 largest Areas of
Dominant Influence (television market areas as defined by Arbitron
Company).
The Company's revenues are generated primarily from box office
admissions and theatre concession sales, which accounted for 66% and 30%,
respectively, of fiscal 1995 revenues. The balance of the Company's
revenues are generated primarily by on-screen advertising programs and
video games located in theatre lobbies. The Company believes that
attendance, revenue and cash flow per screen at its theatres are among the
highest in the industry due to its attractive, strategically located,
multi-screen theatres and innovative marketing programs.
The Company is an industry leader in the development and operation of
multi-screen theatres, primarily in large metropolitan markets. This
strategy of establishing multi-screen theatre complexes enhances attendance
and concession sales by enabling the Company to exhibit concurrently a
variety of motion pictures attractive to different segments of the
movie-going public. It also allows the Company to match a particular motion
picture's attendance patterns to the appropriate auditorium size, thereby
extending the run of a motion picture and maximizing profit. In addition,
multi-screen theatre complexes realize economies of scale by serving more
patrons from common support facilities, thereby enabling the Company to
spread costs over a higher revenue base. During the fiscal year ended March
30, 1995, theatres with ten or more screens had per patron theatre
operating income of $1.29 compared to $1.07 at theatres with less than ten
screens (excluding "dollar houses"). As of March 30, 1995, approximately
31% of the Company's screens were in theatre complexes with ten or more
screens and approximately 88% were located in theatre complexes with six or
more screens. The average number of screens per theatre operated by the
Company is 7.0, which is the highest of the five largest theatre chains in
North America and higher than the industry average of 4.7, based on the
data reported in the National Association of Theatre Owners 1994-1995
Encyclopedia of Exhibition, as of May 1, 1994.
The Company continually upgrades its theatre circuit by opening new
theatres and screens, refurbishing existing theatres and selectively
closing unprofitable theatres. Since March 1992, the Company has opened
140 new screens, representing approximately 9% of its current number of
screens. Additionally during this period, the Company has spent
approximately $17 million to modernize and refurbish its theatre circuit.
The Company believes that this strategy of opening and maintaining modern
multi-screen theatre complexes enhances its ability to license commercially
popular motion pictures.
The Company continually introduces new programs and amenities at its
theatres. The following are examples of developments in the Company's
theatre circuit. MovieWatcher is a frequent moviegoer program that rewards
loyal customers for patronizing AMC theatres nationwide. Teleticketing
allows customers to order tickets in advance by telephone and purchase them
with credit cards. Computerized box offices maintain attendance records by
title and show time, allowing the Company to make informed staffing,
marketing and motion picture exhibition decisions. Additionally, the
Company has announced that it plans to convert substantially all of its
auditoriums to digital sound which will enhance the moviegoing experience
for its patrons.
Motion picture theatres continue to be the primary distribution
channel for motion picture releases and the Company believes that the
theatrical success of a motion picture is the material factor in
establishing the value of motion pictures in cable television,
videocassette or other ancillary markets. According to the Motion Picture
Association of America, Inc. ("MPAA"), domestic box office revenues
increased from $2.7 billion to $5.4 billion from 1980 to 1994.
Annual domestic theatre attendance has averaged approximately one
billion persons since the early 1960's. In 1994, domestic theatre
attendance was approximately 1.3 billion, a 3.8% increase from 1993 and a
10.1% increase from 1992. This stability in attendance has occurred
despite substantial growth in cable television and videocassette sales and
rental businesses. The Company believes that motion picture theatre
attendance has remained stable because alternative motion picture delivery
systems do not provide an experience comparable to attending a movie in a
theatre and variances in year-to-year attendance are primarily related to
the overall popularity and supply of motion pictures.
Growth Strategy
The Company intends to expand its theatre circuit primarily by
developing new theatres in domestic and international markets.
The Company believes that numerous opportunities for new theatre
openings exist throughout the United States, both in areas of population
growth and in areas of stable population which, in the Company's judgment,
are inadequately served. These markets are attractive either due to a lack
of screens relative to the area's population or because the existing
theatres are not representative of today's standard in multiplex facility
design. The Company believes that the best operating economics are
achieved and the optimal experience for the movie-going patron is provided
by large theatre facilities of 50,000 to 100,000 square feet containing 12
screens or more. A theatre facility of this size attracts patrons from
larger geographic areas and competes effectively against smaller, less
efficient movie theatre complexes that may already exist in a given market.
Although a market may have a sufficient absolute number of screens based on
current population, their scattered configuration and out-dated design and
delivery systems may result in the market being, in the Company's judgment,
inadequately served. Another advantage of the large multiplex facility is
that it provides the Company additional opportunities for prime (high
traffic) locations because it can serve as an anchor tenant in a
substantial shopping center development. The Company intends to develop
these state-of-the-art theatres at locations based on retail concentration,
access to surface transportation and specific demographic statistics and
trends.
The Company also believes that a significant growth opportunity exists
for the development of multiplex theatres in select international markets.
Many urban areas in Canada, Europe, Asia and South America are either
substantially underscreened or inadequately screened. The production and
distribution of feature films and the demand for American motion pictures
is increasing in many countries. Foreign box office revenues are now
greater than those in the domestic market and have become an increasingly
important part of a film's profitability.
The Company intends to utilize its experience in the development of
multiplex theatres, as well as its existing relationships with the domestic
motion picture production industry, to enter certain international markets.
The Company has opened or will soon open offices in Toronto, Paris, Tokyo,
Hong Kong and Madrid and is actively seeking theatre locations and, in some
cases, joint venture partners.
The Company anticipates that the development of theatres in
international markets will be a more complex, longer and expensive process
than required for domestic projects. For example, numerous regulations
exist in Europe which are designed to protect local film and exhibition
industries from foreign competition. Additionally, the Company believes
that it will need to overcome foreign political efforts to limit the
influence of American films on the domestic culture despite the increasing
demand for such films. The removal of such barriers to entry has been slow
despite the Company's reassurances to foreign agencies that it will not
exclusively exhibit American films.
When developed, the Company's foreign theatres will have to compete
for product with other exhibitors in the country. Unlike the United
States, the film industry (production, distribution and exhibition) in
foreign countries may legally be vertically integrated. Despite such
arrangements, the Company believes that it will be able to receive the
product necessary to be competitive based upon anticipated demand for film
viewing in the Company's new, modern theatre complexes. However, these and
other factors could delay the opening of theatres in foreign markets and
reduce the profitability of the theatres as compared to the Company's
domestic circuit.
Theatre Development
The Company has traditionally leased its theatres from real estate
developers. In recent years, however, certain real estate developers have
limited new property development, primarily due to their financial
condition and the availability of financing. Although the Company believes
that most of its new theatres will continue to be developed through lease
arrangements, it will consider developing and owning a theatre location if
it is unable to identify a developer for a specific new project. In
addition to facilitating the development of attractive theatres, ownership
of theatre locations will allow the Company to obtain the specific sites it
desires and maintain greater control over the development of the projects.
Domestically, if a theatre is operated under a conventional lease
arrangement, the Company typically invests in and owns the furniture,
fixtures and equipment. The cost per screen to the Company of a leased
theatre is approximately $150,000, or $3,600,000, for a 24-screen modern
multiplex theatre. If the Company decides to own a theatre in fee, the
estimated cost for a 24-screen modern multiplex theatre will be $550,000 to
$750,000 per screen, or approximately $13,200,000 to $18,000,000 per
theatre facility, depending upon land values.
The Company currently has under review the addition of screens to its
theatre circuit representing approximately 1,000 new screens including over
100 screens in international markets. However, there can be no assurance
that the Company will finalize negotiations on all of these projects.
Presently, the Company anticipates that approximately 200 or more new
domestic and international screens will be opened or under construction by
the end of fiscal 1996.
In connection with the development of new theatres and screens, the
Company may participate in the development of "entertainment centers,"
destination entertainment complexes anchored by a large multiplex theatre
and surrounded by synergistic leisure time facilities such as casual
dining. The Company anticipates that it may retain a minority interest in
the real estate associated with the development of any such entertainment
center. However, this would be done primarily to obtain a favorable
theatre lease or acquisition terms.
Theatre Circuit
The following table sets forth information concerning additions and
dispositions of domestic theatres and screens during, and the number of
domestic theatres and screens operated as of the end of, the last five
fiscal years. The Company adds and disposes of theatres based on industry
conditions and its business strategy.
Changes in Theatres Operated Total
Additions Dispositions Theatres Operated
Number of Number of Number of Number of Number of Number of
Fiscal Year Ended Theatres Screens Theatres Screens Theatres Screens
March 28, 1991 4 47 19 70 261 1,622
April 2, 1992 7 73 15 78 253 1,617
April 1, 1993 6 72 16 72 243 1,617
March 31, 1994 2 15 9 29 236 1,603
March 30, 1995 3 53 7 26 232 1,630
Total 22 260 66 275
The following table provides greater detail with respect to the
Company's owned and managed theatre circuit as of March 30, 1995.
Total Total Theatres by Number of Screens
State Screens Theatres 1-5 Screens 6-9 Screens 10 + Screens
Florida 314 41 6 26 9
California 253 34 5 19 10
Texas 166 22 4 14 4
Pennsylvania 118 22 12 9 1
Michigan 115 19 9 6 4
Missouri 87 12 1 8 3
Arizona 76 11 2 6 3
Colorado 69 10 2 6 2
Virginia 68 9 3 4 2
Ohio 60 8 2 5 1
Georgia 52 5 0 3 2
New Jersey 50 8 3 4 1
Maryland 48 6 0 4 2
Oklahoma 22 3 0 3 0
New York 22 3 0 3 0
Illinois 20 3 0 3 0
Louisiana 20 3 0 3 0
Washington 20 3 0 3 0
Kansas 18 3 0 3 0
Massachusetts 10 2 1 1 0
District of Columbia 9 1 0 1 0
Nebraska 8 2 1 1 0
Delaware 5 2 2 0 0
Total 1,630 232 53 135 44
Theatre Operations
The Company uses a decentralized structure to operate its business
on a day-to-day basis. Each location is viewed as a discrete profit
center and a portion of theatre level management's compensation is linked
to the operating results of each unit. All theatre level management
personnel complete formal training programs to maximize both customer
service and the efficiency of the Company's operations. Theatre
management additionally attend a four to six-week training academy
focusing on operations, administration and marketing during their first
12 to 24 months with the Company.
Three division offices, each headed by a Senior Vice President of
AMC, supervise theatre operations and personnel within their respective
regions. The division Senior Vice Presidents are also responsible within
their markets for real estate activity, marketing, facilities (design and
maintenance) and profit center auditing. The division offices are
located in Los Angeles, California; Clearwater, Florida; and Voorhees,
New Jersey (Philadelphia).
Policy development, strategic planning, finance and accounting are
centralized at the corporate office. Additionally, the corporate office
acts as a service bureau to both the division offices and theatres
regarding management information systems, administration and employee
benefit programs and operations services. Film licensing activity
primarily occurs in Los Angeles utilizing a structure that facilitates
interaction between theatre managers, division managers and motion
picture buyers.
The Company has improved the profitability of certain of its older
theatres by converting them to "dollar houses," which display second-run
movies and charge lower admission prices (ranging from $1.00 to $1.75).
The Company operated 21 such theatres with 117 screens as of March 30,
1995 (7.2% of the Company's total screens).
The Company primarily relies upon advertisements and movie schedules
published in newspapers to inform its patrons of motion picture titles
and show times. Radio, television and full page newspaper advertisements
are used on a regular basis to promote new releases and special events.
These expenses generally are paid for by the distributors; however, the
Company occasionally shares the expense of such advertisements. The
Company pays for "stack" advertisements which display information on
motion pictures at the Company's theatres within a geographic area. The
Company also exhibits "Now Playing" and "Coming Soon" spots to promote
motion pictures currently playing on the Company's screens or motion
pictures not yet released.
Film Licensing
The Company licenses motion pictures from distributors on a
film-by-film and theatre-by-theatre basis. The Company obtains these
licenses either by negotiating directly with, or by submitting bids to,
distributors. Negotiations with distributors are based on several
factors, including theatre location, competition, season and motion
picture content. Rental fees paid by the Company under a negotiated
license generally are adjusted subsequent to the exhibition of a motion
picture in a process known as "settlement." Factors taken into account
in the settlement process include the commercial success of a motion
picture relative to original expectations and an exhibitor's commitment
to the motion picture. When motion pictures are licensed through a
bidding process, the bids for new releases are made, at the discretion of
the distributor, subject to the requirements of state law, either on a
previewed basis or a non-previewed ("blind-bid") basis. In most cases,
the Company licenses its motion pictures on a previewed basis.
Licenses entered from either a negotiated or bidding process
typically specify rental fees based on the higher of a gross receipts
formula or a theatre admissions revenue sharing formula. Under a gross
receipts formula, the distributor receives a specified percentage of box
office receipts, with the percentages declining over the term of the run.
First-run motion picture rental usually begins at 70% of box office
admissions and gradually declines to as low as 30% over a period of four
to seven weeks. Second-run motion picture rental typically begins at 35%
of box office admissions and often declines to 30% after the first week.
Under a theatre admissions revenue sharing formula (commonly known as a
"90/10" clause), the distributor receives a specified percentage (i.e.,
90%) of the excess of box office receipts over a negotiated allowance to
cover theatre expenses.
The Company may pay non-refundable guarantees of film rentals or
make advance payments of film rentals, or both, in order to obtain a
license in a negotiated or bid process, subject, in some cases, to a per
capita minimum license fee. Because of the settlement process,
negotiated licenses typically are more favorable to theatre operators
with respect to the percentage of revenue paid to license a motion
picture. In the past three years, bidding has been used less frequently
by the industry.
The Company licenses film through division film buyers, which
enables the Company to capitalize on local trends and to take into
account actions of local competitors in its bidding and licensing
strategies. The Company at no time licenses any one motion picture for
all its theatre complexes, which minimizes its risk with respect to any
single motion picture.
The Company's business is dependent upon the availability of
marketable motion pictures. There are several distributors which provide
a substantial portion of quality first-run motion pictures to the
exhibition industry. They include Buena Vista Pictures (Disney), Warner
Bros. Distribution, Columbia Pictures, Tri-Star Pictures, Twentieth
Century Fox, Universal Film Exchanges, Inc. and Paramount Pictures.
There are numerous other distributors and no single distributor dominates
the market. Poor relationships with distributors, poor performance of
motion pictures or disruption in the production of motion pictures by the
major studios and/or independent producers may have an adverse effect
upon the business of the Company. In fiscal 1995, no single distributor
accounted for more than 10% of the motion pictures licensed by the
Company or more than 25% of the Company's box office admissions. From
year to year, the Company's revenues attributable to individual
distributors may vary significantly depending upon the commercial success
of such distributor's motion pictures in any given year.
The Company predominantly licenses "first-run" motion pictures.
During the period from January 1, 1982 to December 31, 1994, the number
of new first-run motion pictures released each year by distributors in
the United States has ranged from a low of 361 to a high of 487. In 1994,
domestic distributors released 420 new first-run motion pictures. If a
motion picture has substantial potential following its first run, the
Company may license it for a "sub-run." Although average daily sub-run
attendance is often less than average daily first-run attendance, sub-run
film rentals are also generally less than first-run film rentals.
Sub-runs enable the Company to exhibit a variety of motion pictures
during periods in which there are few new film releases.
Concessions
Concession sales are the second largest source of revenue for the
Company after box office admissions. Concession items include popcorn,
soft drinks, candy and other items. The Company's strategy emphasizes
prominent and appealing concession counters designed for rapid service
and efficiency. The Company is continuing its efforts to increase
concession sales through optimizing product mix, introducing new products
and intensive staff training.
Competition
The Company's theatres are subject to varying degrees of competition
in the geographic areas in which they operate. Competition is often
intense with respect to licensing motion pictures, attracting patrons and
finding new theatre sites. Theatres operated by national and regional
circuits and by smaller independent exhibitors compete aggressively with
the Company's theatres. The Company believes that the principal
competitive factors with respect to film licensing include licensing
terms (including guarantees), seating capacity and location of an
exhibitor's theatres, the quality of projection and sound equipment at
the theatres and the exhibitor's ability and willingness to promote the
motion pictures. The competition for patrons is dependent upon factors
such as the availability of popular motion pictures, the location and
number of theatres and screens in a market, the comfort and quality of
the theatres and ticket prices.
There are over 400 participants in the domestic motion picture
exhibition industry. Industry participants vary substantially in size,
from small independent operators of a single theatre with a single screen
to large national chains of multi-screen theatres affiliated with
entertainment conglomerates. As of May 1, 1994, the ten largest motion
picture exhibition companies operated approximately 56% of the total
number of screens, according to the National Association of Theatre
Owners 1994-1995 Encyclopedia of Exhibition.
The Company's theatres face competition from a number of motion
picture exhibition delivery systems, such as pay television, pay per view
and home video systems. While the future impact of such delivery systems
on the motion picture exhibition industry is difficult to determine
precisely, there can be no assurance that such delivery systems will not
have an adverse impact on attendance at the Company's theatres. The
Company's theatres also face competition from other forms of
entertainment competing for the public's leisure time and disposable
income.
Regulatory Environment
The distribution of motion pictures is in large part regulated by
federal and state antitrust laws and has been the subject of numerous
antitrust cases. The consent decrees resulting from one of those cases,
to which the Company was not a party, have an impact on the industry and
the Company. Those consent decrees bind certain major motion picture
distributors and require the motion pictures of such distributors to be
offered and licensed to exhibitors, including the Company, on a
film-by-film and theatre-by-theatre basis. Consequently, the Company
cannot assure itself of a supply of motion pictures by entering into
long-term arrangements with major distributors, but must compete for its
licenses on a film-by-film and theatre-by-theatre basis.
Bids for new motion picture releases are made, at the discretion of
the distributor, subject to state law requirements, either on a previewed
basis or blind-bid basis. Certain states have enacted laws regulating
the practice of blind-bidding. Management believes that it may be able
to make better business decisions with respect to film licensing if it is
able to preview motion pictures prior to bidding for them, and
accordingly believes that it may be less able to capitalize on its
expertise in those states which do not regulate blind-bidding.
There are significant differences between the exhibition industry in
the United States and in foreign markets. Regulatory barriers affecting
such matters as the size of theatre complexes, the issuance of licenses
and the ownership of land may restrict market entry. Quota systems used
by some countries to protect their domestic film industry may adversely
affect revenues from theatres that the Company might develop in such
markets. Such differences in regulatory and trade practices may
adversely affect the Company's ability to expand internationally.
Under the Americans with Disabilities Act of 1990 (the "ADA"), all
public accommodations are required to meet certain federal requirements
related to access and use by disabled persons. The Company has
implemented modifications to its theatre design to satisfy the ADA's
requirements. As an employer covered by the ADA, the Company must also
make reasonable accommodations to the limitations of employees and
qualified applicants with disabilities, provided that such reasonable
accommodations do not pose an undue hardship on the operation of the
Company's business.
Many of the Company's employees are covered by various government
employment regulations, including minimum wage, overtime and working
condition regulations.
Seasonality
The motion picture industry is seasonal in nature with the highest
attendance and revenues occurring during the summer months. The Company
generally reports higher revenues and earnings during its second quarter
which corresponds to the majority of the summer season.
Employees
As of March 30, 1995, the Company had approximately 1,500 full-time
and 6,500 part-time employees. Approximately 10% of the part-time
employees were minors whose wages do not exceed minimum wage.
Fewer than one percent of the Company's employees, consisting
primarily of motion picture projectionists, are represented by the
International Alliance of Theatrical Stagehand Employees and Motion
Picture Machine Operators. The Company's expansion into new markets may
increase the number of employees represented by this union. The Company
believes that its relationship with this union is satisfactory.
ITEM 1. BUSINESS (CONT.)
(d) Financial Information about Foreign and Domestic Operations and
Export Sales
Although the Company is pursuing an aggressive expansion plan which
will include the opening of theatres outside of the United States, its
current operations are exclusively domestic and it had no export sales
during fiscal 1995.
ITEM 2. PROPERTIES
Of the 232 theatres operated by the Company as of March 30, 1995, 12
theatres with 77 screens were owned, 12 theatres with 91 screens were
leased pursuant to ground leases, 204 theatres with 1,436 screens were
leased pursuant to building leases and 4 theatres with 26 screens were
managed. The Company's leases generally have terms from 15 to 25 years
with options to extend the lease for up to 20 additional years at the
Company's option. The leases typically require escalating minimum annual
rentals and additional rentals based on a percentage of the leased
theatre's revenue above a base amount. The Company generally pays for
property taxes, maintenance, insurance and certain other operating
expenses.
The Company leases its corporate headquarters which is located in
Kansas City, Missouri. Regional theatre and film licensing offices are
leased in Los Angeles, California; Clearwater, Florida; and Voorhees, New
Jersey. See Note 9 of the Company's "Notes to Consolidated Financial
Statements" for information on the Company's leases commitments.
ITEM 3. LEGAL PROCEEDINGS
The following paragraphs summarize significant litigation and
proceedings to which the Company is a party.
In Re: AMC Shareholder Derivative Litigation, Chancery Court For
New Castle County, Delaware (Civil Action No. 12855). On February 15,
1995, the court ordered the consolidation of two derivative actions filed
against four directors of AMCE, Mr. Stanley H. Durwood, Mr. Edward D.
Durwood, Mr. Paul E. Vardeman and Mr. Charles J. Egan, Jr., and one of
its former directors, Mr. Phillip Ean Cohen. The two cases were
originally filed on January 27, 1993, by Mr. Scott C. Wallace and on
April 16, 1993, by Mr. James M. Bird, respectively. On December 8, 1994,
the court, pursuant to a stipulation by the parties, entered an order
approving Mr. Wallace's withdrawal as a derivative plaintiff, granting
the motion for intervention filed by Mr. Philip J. Bogosian, Auginco, Mr.
Norman M. Werther and Ms. Ellen K. Werther, and authorizing the filing of
the intervenors' complaint. The intervenors' complaint includes
substantially the same allegations as the Wallace and Bird complaints.
The two actions, as consolidated, are referred to below as the
"Derivative Action."
In the Derivative Action, plaintiffs allege breach of fiduciary
duties of care, loyalty and candor, mismanagement, constructive fraud and
waste of assets in connection with, among other allegations, the
provision of film licensing, accounting and financial services by
American Associated Enterprises, a partnership beneficially owned by Mr.
Stanley H. Durwood and members of his family, to the Company, certain
other transactions with affiliates of the Company, termination payments
to a former officer of the Company, certain transactions between the
Company and National Cinema Supply Corporation, and a fee paid by a
subsidiary of the Company to Mr. Cohen in connection with a transaction
between the Company and TPI Entertainment, Inc. The Derivative Action
seeks unspecified money damages and equitable relief and costs, including
reasonable attorneys' fees.
On February 9, 1995, the defendants filed a motion to dismiss the
Derivative Action. Discovery has been stayed pending resolution of the
motion to dismiss.
The Company is named as a defendant in a number of other lawsuits
arising in the normal course of its business. Management does not expect
that any actions to which the Company is a party will result in a
material loss to the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There has been no submission of matters to a vote of security
holders during the thirteen weeks ended March 30, 1995.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The Registrant's Common Stock is traded on the exchanges listed on
the cover page of this Form 10-K. As of May 19, 1995, there were 468
holders of record of AMC Entertainment Inc. Common Stock. Set forth
below, for the periods indicated, are the high and low closing prices of
the Common Stock as reported on the American Stock Exchange composite
tape.
PRICE RANGE
Fiscal 1995 Fiscal 1994
HIGH LOW HIGH LOW
First Quarter $12.75 $ 9.75 $ 9.75 $ 7.37
Second Quarter 13.25 11.12 13.00 9.25
Third Quarter 12.37 10.37 14.62 12.37
Fourth Quarter 12.62 9.87 13.50 10.62
Year $13.25 $ 9.75 $14.62 $ 7.37
Durwood, Inc. owns all 11,157,000 outstanding shares of AMCE's Class
B Stock (which has no established public trading market) and 2,641,951
shares of AMCE's Common Stock, representing 49.8% of the 5,306,380 shares
of Common Stock outstanding as of May 19, 1995.
AMCE's Certificate of Incorporation provides that holders of Common
Stock and Class B Stock shall receive, pro rata per share, such cash
dividends as may be declared from time to time by the Board of Directors.
Except for a $1.14 per share dividend declared in connection with a
recapitalization that occurred in August 1992, AMCE has not declared a
dividend on shares of Common Stock since fiscal 1989. Any payment of
cash dividends on the Common Stock in the future will be at the
discretion of the Board of Directors and will depend upon such factors as
earnings levels, capital requirements, the Company's financial condition,
debt restrictions (see "Item 7 - Management's Discussion and Analysis of
Financial Condition and Results of Operations - Liquidity and Capital
Resources" and Note 6 of the Company's "Notes to Consolidated Financial
Statements") and other factors deemed relevant by its Board of Directors.
Currently, AMCE does not contemplate declaring or paying any dividends on
the Common Stock.
ITEM 6. SELECTED FINANCIAL DATA
See Index to Consolidated Financial Statements.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
General
The Company's revenues are derived principally from box office
admissions and concession sales. Additional revenues are derived from
other sources such as on-screen advertising and license fees from video
games in theatre lobbies. The Company's principal costs of operations
are film rentals, concession merchandise and other expenses such as
advertising, payroll, occupancy costs and insurance. Set forth below is
a summary of operating revenues and expenses for the last three fiscal
years.
52 Weeks Ended 52 Weeks Ended 52 Weeks Ended
March 30, % of Total March 31, % of Total April 1, % of Total
1995 Revenues 1994 Revenues 1993 Revenues
(Dollars in thousands)
Revenues
Admissions $371,145 66% $389,454 66% $265,766 66%
Concession 169,120 30 176,274 30 114,809 28
Other 24,399 4 21,725 4 23,890 6
Total $564,664 100% $587,453 100% $404,465 100%
Cost of Operations
Film rental $182,669 32% $197,461 34% $137,613 34%
Concession merchandise 26,453 5 26,349 4 17,522 4
Other 226,793 40 225,367 38 155,700 39
Total $435,915 77% $449,177 76% $310,835 77%
/TABLE
Results of Operations
Year (52 weeks) ended March 30, 1995 v. year (52 weeks) ended March
31, 1994
Total revenues for the year (52 weeks) ended March 30, 1995,
decreased $22,789,000, or 3.9%, from $587,453,000 in 1994. The decrease
in total revenues was primarily the result of a 4.4% decrease in
attendance which lowered admission and concession revenues by
approximately $17,244,000 and $7,805,000, respectively. Attendance
during 1995 was impacted by a dispute with a major distributor over film
terms, which resulted in the Company licensing a smaller number of runs
per film from that distributor. The Company is taking steps to improve
its relationship with the distributor and has recently begun to license
what it considers to be a more acceptable number of runs per film.
Admissions revenue also decreased due to a 0.3%, or $.01, reduction in
average ticket prices from 1994, which lowered revenues by approximately
$1,065,000. The concession revenue decrease due to lower attendance was
partially offset by higher average concession revenue per patron,
increasing revenues by approximately $651,000.
Cost of operations decreased $13,262,000, or 3.0%, from $449,177,000
in 1994 to $435,915,000 in 1995. Film rental expense decreased
$14,792,000, or 7.5%, of which approximately $9,283,000 was attributable
to lower attendance and approximately $5,509,000 was due to a decrease in
the percentage of revenues paid to distributors. Concession merchandise
cost increased $104,000, or 0.4%, from $26,349,000 in 1994 to $26,453,000
in 1995. This increase was the result of a .7% increase in the
percentage of concession revenue paid to vendors, which increased expense
by approximately $1,173,000, offset by decreased concession expense of
approximately $1,069,000 resulting from lower attendance. Other costs of
operations increased $1,426,000, or 0.6%, from $225,367,000 in 1994 to
$226,793,000 in 1995.
General and administrative expense increased $315,000, or 0.8%, to
$39,807,000 in 1995 from $39,492,000 in 1994. The increase was primarily
the result of additional professional and consulting and travel and
entertainment expenses and the costs related to the restructuring of
division offices, offset by decreases in legal fees and bonuses under the
incentive programs.
Depreciation and amortization expense decreased 0.4%, or $135,000,
from $38,048,000 in 1994 to $37,913,000 in 1995. Effective December 30,
1994, the Company reduced the estimated lives of lease rights and
location premiums on certain smaller theatres to correspond to the base
term of the theatre lease. The effect of this change in accounting
estimate was to increase amortization expense in 1995 by $1,542,000.
Operating income decreased in 1995 by $9,707,000, or 16.0%, to
$51,029,000 from $60,736,000 in 1994. This decrease was primarily
attributable to the 4.4% decrease in attendance.
Interest expense decreased $467,000, or 1.3%, to $35,908,000 in
1995. The decrease consisted of a $1,197,000 decrease in interest
expense related to corporate borrowings partially offset by $730,000 of
additional interest expense associated with capitalized leases. During
the first half of fiscal 1994, the Company incurred $507,000 of interest
expense from borrowings on its $40,000,000 Credit Facility with its
primary banks (the "Credit Facility") which was used to retire
indebtedness incurred in connection with the acquisition of Exhibition
Enterprises Partnership ("EEP") (See Note 2 of the Company's "Notes to
Consolidated Financial Statements"). The Credit Facility was not
utilized in 1995.
Investment income increased $8,857,000 from $1,156,000 in 1994 to
$10,013,000 in 1995. This increase was the result of additional interest
income of $5,835,000 and an increase in other investment income of
$3,022,000. The increase in interest income was due to additional cash
and investments as a result of the March 3, 1994, sale of preferred
stock. The increase in other investment income was due primarily to the
gains on sales of stock of TPI Enterprises, Inc. and AmeriHealth, Inc.
Income from minority interest in the amount of $1,599,000 was
recorded in the first quarter of fiscal 1994 relating to TPI
Entertainment, Inc.'s ("TPIE") share of the EEP operating loss from
April 2, 1993, through May 27, 1993, prior to the Company's acquisition
of TPIE's partnership interest in EEP.
In 1995, the Company recorded earnings prior to taxes of
$24,978,000, a decrease of $2,434,000 compared to earnings of $27,412,000
in 1994.
The provision for income taxes in 1995 reflects a benefit of
$9,000,000 which is a decrease of $21,100,000 from the tax expense of
$12,100,000 in 1994. This decrease in the income tax provision resulted
primarily from a $19,792,000 reduction in the deferred tax asset
valuation allowance established under Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes. Based on the Company's
positive earnings in recent years and the expectation of continued
earnings, management believes that the uncertainties that led to the
establishment of the valuation allowance have been removed with respect
to the realization of deferred tax assets. Accordingly, the valuation
allowance was eliminated.
Net earnings were $33,978,000 for the year ended March 30, 1995,
compared to $15,312,000 for the year ended March 31, 1994. Net earnings
for common shares in 1995, after deducting $7,000,000 for preferred
dividends, were $26,978,000, or $1.63 per share, compared to net earnings
for common shares of $14,774,000, or $.89 per share, in 1994 after
deducting $538,000 for preferred dividends.
Year (52 weeks) ended March 31, 1994 v. year (52 weeks) ended April
1, 1993
Total revenues for the year (52 weeks) ended March 31, 1994,
increased $182,988,000, or 45.2%, from $404,465,000 for the year (52
weeks) ended April 1, 1993, to $587,453,000. After giving pro forma
effect of the consolidation of EEP for 1993, total revenues increased
$44,113,000, or 8.1%. Revenue increases after the pro forma effect of
EEP for 1993 included increases in admissions of $23,548,000, concessions
of $17,185,000 and other revenues of $3,380,000. Compared to 1993
including EEP operations, attendance increased 7,944,000, or 8.1%, the
average ticket price decreased $.05, or 1.3%, and concession revenue per
patron increased $.04, or 2.5%.
Cost of operations increased $138,342,000, or 44.5%, in 1994 to
$449,177,000 from $310,835,000 in 1993. After giving pro forma effect
to the consolidation of EEP for 1993, cost of operations increased
$23,165,000, or 5.4%, from $426,012,000 in 1993. Including EEP theatres
for 1993, film rental expense increased $7,325,000, approximately
$12,236,000 due to higher volumes, offset by a decrease of approximately
$4,911,000 from a lower percentage of admissions paid to distributors.
Concession merchandise costs increased $2,303,000 after including EEP
operations for 1993. This increase was the result of increased
attendance which produced approximately $2,597,000 additional expense
offset by approximately $294,000 from a decrease in the percentage of
concession revenue paid to vendors. Payroll and related expenses
increased $4,437,000, or 5.8%, in 1994 after including the pro forma
effect of EEP for 1993. Although this expense increased in absolute
dollars, as a percentage of admission and concession revenues, the
expense decreased 0.3% from 14.6% in 1993 to 14.3% in 1994.
General and administrative expenses increased $3,207,000, or 8.8%,
from $36,285,000 in 1993 to $39,492,000 in 1994. The increase was
primarily the result of a provision for bonuses to corporate, division
and film office associates under incentive programs, together with an
increase of approximately $1,600,000 in connection with the Company's
exploration of international opportunities which began in September 1992.
Other increases included pension costs, legal fees and miscellaneous
taxes.
Operating income increased $34,066,000, or 128%, in 1994 to
$60,736,000 from $26,670,000 in 1993. After giving pro forma effect of
the consolidation of EEP for 1993, operating income increased
$21,420,000, or 54.5%, from $39,316,000 in 1993. The increase was due
primarily to increased attendance and a decrease in "direct operating
expenses" (cost of operations excluding film rentals, theatre rentals,
license fees and insurance). On a per patron basis, direct operating
expense, including EEP operations for 1993, decreased $.03 from $1.58 in
1993 to $1.55 in 1994.
Interest expense increased $4,974,000 in 1994 to $36,375,000 from
$31,401,000 in 1993. Of this increase, $2,871,000 related to corporate
borrowings and $2,103,000 to capitalized leases. On a pro forma basis,
including EEP operations for 1993, total interest expense increased
$406,000.
Investment income decreased $7,083,000 from $8,239,000 in 1993 to
$1,156,000 in 1994. Fiscal 1993 included equity in earnings of EEP of
$1,743,000. In 1994, EEP revenues and expenses were reflected on a
consolidated basis. Interest income decreased $4,816,000 primarily due
to the elimination of interest income from EEP.
Minority interest reported in 1994 in the amount of $1,599,000
represented TPIE's share of the EEP operating loss from April 2, 1993, to
May 27, 1993, prior to the Company's acquisition of TPIE's partnership
interest in EEP. Included in the results in 1993 was a net gain on the
disposition of assets of $9,638,000, primarily from the sale of five
theatres with 32 screens to Carmike Cinemas, Inc.
Due to the debt restructuring in the second quarter of fiscal 1993,
the Company incurred extraordinary charges in the amount of $10,283,000,
before tax. The income tax benefit derived from this change was
$3,800,000 which resulted in a net extraordinary item charge of
$6,483,000, or $.40 per share.
In 1994, the Company recorded increased earnings before income taxes
and extraordinary items of $14,266,000 to $27,412,000 versus $13,146,000
in 1993. After income taxes and extraordinary items, the Company's net
earnings increased $14,049,000 to $15,312,000 for the year ended March
31, 1994, compared to $1,263,000 for the year ended April 2, 1992.
Excluding gains and losses on disposition of assets, the Company recorded
earnings prior to income taxes and extraordinary items of $27,116,000 in
1994 compared to $6,008,000 in 1993.
Liquidity and Capital Resources
On March 3, 1994, the Company sold to the public 4,000,000 shares of
$1.75 Cumulative Convertible Preferred Stock (the "Convertible
Preferred") at a purchase price of $25 per share. The net proceeds to
the Company from the sale of the Convertible Preferred were $95.6
million. The Company intends to use such proceeds to develop its
domestic theatre circuit primarily through the construction of new
theatres and to construct or acquire theatres in foreign markets.
Pending their use for the purposes set forth above, the Company has
invested the net proceeds in interest-bearing instruments and other
short-term securities.
The Company's revenues are collected in cash, principally through
box office admissions and theatre concession sales. Cash flow from
operating activities, as reflected in the Consolidated Statements of Cash
Flows, was $44,184,000, $63,680,000 and $29,062,000 in fiscal 1995, 1994
and 1993, respectively. The Company has an operating "float" which
partially finances its operations and which permits the Company to
maintain a small amount of working capital capacity. This "float" exists
because admissions revenues are received in cash, while exhibition costs
(primarily film rentals) are ordinarily paid to distributors from 30 to
45 days following receipt of box office admission revenues. The Company
is only occasionally required to make advance payments or non-refundable
guarantees of film rentals.
In addition to cash and cash equivalents and short-term investments
of $140,377,000 as of March 30, 1995, the Company had available to it the
total commitment amount under its $40,000,000 Credit Facility. The
Company did not utilize the credit facility in fiscal 1995 and does not
anticipate that it will need to do so.
The Credit Facility was amended and restated as of June 14, 1994 to,
among other matters, give the Company greater dividend authority, thus
permitting payment of dividends on the Convertible Preferred, and to ease
restrictions imposed on foreign capital expenditures. Under the Credit
Facility, the Company may borrow at rates based on the bank's base rate,
or LIBOR.
The Credit Facility includes several financial covenants. The
Company is required to maintain a maximum net indebtedness to
consolidated earnings before interest, taxes, depreciation and
amortization ("EBITDA") ratio of 4.50 to 1 and a minimum consolidated
EBITDA to fixed charges coverage ratio of 1.40 to 1. In addition, the
Credit Facility generally limits the Company's capital expenditures per
fiscal year to $100,000,000 plus (a) the lesser of the amount not used in
the prior fiscal year or $15,000,000, less (b) an amount equal to the
investments made during such year in any entity which is not a guarantor
of the Credit Facility.
The Credit Facility also, among other things, generally limits
investments made during the term of the Credit Facility in entities which
are not guarantors of the Credit Facility, or which do not become wholly-
owned subsidiaries of AMC as a result of the investment, to $100,000,000
plus (or minus if a negative number), (i) the greater of 25% of free cash
flow calculated from July 10, 1992, or 50% of consolidated net income (or
100% of consolidated net income if a loss), calculated from August 10,
1992.
The Credit Facility permits the Company to pay dividends as long as
the amount of dividends and other restricted payments in any four
consecutive fiscal quarters (a "Relevant Period") does not exceed the
amount by which consolidated EBITDA exceeds the product of 1.4 times
fixed charges for the four consecutive fiscal quarters ended immediately
before the Relevant Period. As of March 30, 1995, after deducting
dividends declared on the Convertible Preferred, the most restrictive
covenant in the Credit Facility would allow the Company to pay a cash
dividend of approximately $38,571,000. As of March 30, 1995, the Company
was in compliance with all other financial covenants of the Credit
Facility.
The terms of the Indentures respecting the Senior and Senior
Subordinated Notes restrict the company's ability to pay cash dividends
by requiring that such dividends and other "restricted payments"
generally not exceed the sum of the proceeds from sales of capital stock
received after August 12, 1992, plus 25% of cash flow, as defined in the
Indentures, (or, if such cash flow is a negative number, minus 100% of
such deficit) from such date. Such amount available under the Indentures
aggregated approximately $98,826,000 as of March 30, 1995. Capital
expenditures reduce cash flow and thus the amount available for dividends
under the Indentures. Given that the Company's expansion program has
increased the rate of capital spending, the amount available for
dividends under the Indenture covenants may be reduced in the future.
The Company is considering various alternatives that would allow it to
maintain its ability to pay dividends and continue its increased rate of
capital spending.
The Indentures to the Senior and Senior Subordinated Notes and the
Credit Facility contain other covenants that, among other things,
restrict the type and amount of debt that the Company may incur and
impose limitations on the creation of liens, a change of control,
transactions with affiliates, mergers and investments. The Company does
not anticipate that any such covenants will materially impede the
operation of the Company. As of March 30, 1995, the Company was in
compliance with all financial covenants relating to the Indentures for
the Senior and Senior Subordinated Notes.
The Company estimates that total capital expenditures will be
approximately $100,000,000 in fiscal 1996 (excluding property under
capital lease obligations). Such expenditures include normal maintenance
capital expenditures of approximately 1.5% of revenues and capital
expenditures for expansion of the theatre circuit. Total property
acquisitions, including those for refurbishment of existing theatres,
excluding capital lease obligations, were $56,403,000 for fiscal 1995.
The Company has announced that it plans to convert substantially all
of its auditoriums to digital sound. The Company intends to sign a
contract with the Sony Corporation to provide the equipment for this
conversion which may cost as much as $50,000,000 over the next three
years (a portion of which is included in the fiscal 1996 capital
expenditures estimate above).
During fiscal 1995, the Company opened 3 new theatres with 34
screens, expanded 4 existing locations with 19 additional screens and
ceased operating 7 theatres with 26 screens. The Company has entered
into agreements to lease space for the operation of theatres not yet
fully constructed. Of the anticipated openings, leases for 10 new
theatres with 195 screens and leases for the expansion of 42 screens at
existing locations have been finalized. The scheduled completion of
construction and theatre openings are at various dates through 1997.
The estimated minimum rental payments that may be required under the
terms of the leases total approximately $302 million.
The Company continually monitors the performance of its portfolio of
theatres to determine the best strategy given local and industry-wide
conditions. If an individual theatre's operating margins are
unsatisfactory, management may decide, among other options, to convert
the theatre to a "dollar house," to sell the property (or the lease
rights thereto) or to close the theatre. The closure of a theatre may be
coordinated with the opening of a new theatre complex where the operating
margins are expected to be superior to those of the replaced theatre.
The decision to sell or close a theatre may result in a loss when the
carrying value of the property exceeds the sales price or when a theatre
is closed with a remaining lease commitment. The loss is charged to
earnings during the period in which the decision to close a theatre is
made.
Impact of Inflation
Historically, the principal impact of inflation and changing prices
upon the Company has been with respect to the construction of new
theatres, the purchase of theatre equipment and the utility and labor
costs incurred in connection with continuing theatre operations. Film
rental fees, which are the largest operating expense incurred by the
Company, are customarily paid as a percentage of box office admission
revenues and hence, while the film rental fees may increase on an
absolute basis, the percentages are not directly affected by inflation.
Except as set forth above, for the three years ended March 30, 1995,
inflation and changing prices have not had a significant impact on the
Company's total revenues and results of operations.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Responsibility for Preparation of Financial Statements
The accompanying consolidated financial statements and related notes
of AMC Entertainment Inc. and subsidiaries were prepared by management
in conformity with generally accepted accounting principles appropriate
in the circumstances. In preparing the financial statements, management
has made judgments and estimates based on currently available
information. Management is responsible for the information;
representations contained elsewhere in this Annual Report are consistent
with the financial statements.
The Company has a formalized system of internal accounting controls
designed to provide reasonable assurances that assets are safeguarded and
that its financial records are reliable. Management monitors the system
for compliance to measure its effectiveness and recommends possible
improvements. In addition, as part of their audit of the consolidated
financial statements, the Company's independent auditors review and test
the internal accounting controls on a selected basis to establish a basis
of reliance in determining the nature, extent and timing of audit tests
to be applied.
The Board of Directors oversees financial reporting and internal
accounting control through its Audit Committee. This committee meets
(jointly and separately) with the independent auditors, management and
internal auditor to monitor the proper discharge of responsibilities
relative to internal accounting controls and consolidated financial
statements.
Financial Statements and Supplementary Data
See Index to Consolidated Financial Statements.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
None.
PART IIIITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Directors and Executive Officers of the Company are as follows:
Years Associated
Name Age(1) Position with Company
Stanley H. Durwood 74 Chairman of the Board, Chief Executive 49(2)
Officer and Director (AMCE and AMC)
Edward D. Durwood 45 President, Vice Chairman of the Board 19
and Director (AMCE and AMC)
Peter C. Brown 36 Executive Vice President, Chief Financial 3
Officer and Director (AMCE and AMC)
Philip M. Singleton 48 Executive Vice President, Chief Operating 20
Officer and Director (AMCE and AMC)
Charles J. Egan, Jr. 62 Director (AMCE and AMC) 8
Paul E. Vardeman 65 Director (AMCE and AMC) 12
Donald P. Harris 44 President - AMC Film Marketing, Inc. 17
Frank T. Stryjewski 38 Senior Vice President (AMC) 16
Richard T. Walsh 41 Senior Vice President (AMC) 19
Richard J. King 46 Senior Vice President (AMC) 23
Charles P. Stilley 40 President - AMC Realty, Inc. 13
Richard L. Obert 55 Vice President and Chief Accounting 6
Officer (AMCE and AMC)
(1) As of March 30, 1995
(2) Includes years with the predecessor of the Company.
Mr. Stanley H. Durwood, Mr. Edward D. Durwood and Mr. Paul E.
Vardeman have served as directors since AMCE's formation in 1983. Mr.
Charles J. Egan, Jr. has served as a director of AMCE since 1986. Mr.
Philip M. Singleton and Mr. Peter C. Brown have served as directors of
AMCE since November 1992.
All directors are elected annually, and each holds office until his
successor has been duly elected and qualified or his earlier resignation
or removal. There are no family relationships between any Director and
any Executive Officer of the Company, except that Mr. Edward D. Durwood
is the son of Mr. Stanley H. Durwood. All directors of AMCE also serve
as directors of AMC.
All current Executive Officers of the Company hold such offices at
the pleasure of the Board of Directors, subject, in the case of
Mr. Peter C. Brown and Mr. Philip M. Singleton, to rights under their
respective employment agreements.
Mr. Stanley H. Durwood has served as a Director of AMCE from its
organization on June 14, 1983, and of AMC since August 2, 1968. In
February 1986, he became Chairman of the Board of AMCE and AMC.
Mr. Durwood served as President of AMCE from June 1983 through
February 20, 1986, and from May 1988 through June 1989. Mr. Durwood has
served as Chief Executive Officer of AMCE since June 1983 and of AMC
since February 20, 1986. He also served as President of AMC from
August 2, 1968, through February 20, 1986, and from May 13, 1988,
through November 8, 1990. Mr. Durwood is a graduate of Harvard
University.
Mr. Edward D. Durwood has served as President and Vice Chairman of
the Board of AMCE since June 29, 1989, and of AMC since November 8,
1990. Mr. Durwood has served as a Director of AMCE since June 14, 1983,
and of AMC since November 26, 1980. Mr. Durwood served as Vice
President of AMCE from June 14, 1983 through February 6, 1989, and of
AMC from May 5, 1981, through February 6, 1989, at which time
Mr. Durwood became Executive Vice President of both companies.
Mr. Durwood holds undergraduate and M.B.A. degrees from the University
of Kansas.
Mr. Peter C. Brown has served as a Director of AMCE and AMC since
November 12, 1992. Mr. Brown has served as Executive Vice President of
AMCE and AMC since August 3, 1994, and as Chief Financial Officer of
AMCE and AMC since November 14, 1991. Mr. Brown served as Senior Vice
President of AMCE and AMC from November 14, 1991, until his appointment
as Executive Vice President in August 1994. Mr. Brown served as
Treasurer of AMCE and AMC from September 28, 1992, through September 19,
1994. Prior to November 14, 1991, Mr. Brown served as a consultant to
AMCE from October 1990 to October 1991, and as Vice President of DJS
Inverness & Co., an investment banking firm located in New York City,
from November 1987 to October 1990. Mr. Brown is a graduate of the
University of Kansas.
Mr. Philip M. Singleton has served as a Director of AMCE and AMC
since November 12, 1992. Mr. Singleton has served as Executive Vice
President of AMCE and AMC since August 3, 1994, and as Chief Operating
Officer of AMCE and AMC since November 14, 1991. Mr. Singleton served
as Senior Vice President of AMCE and AMC from November 14, 1991, until
his appointment as Executive Vice President in August 1994. Prior to
November 14, 1991, Mr. Singleton served as Vice President in charge of
operations for the Southeast Division of AMC from May 10, 1982. Mr.
Singleton holds an undergraduate degree from California State
University, Sacramento and an M.B.A. degree from the University of South
Florida.
Mr. Charles J. Egan, Jr. has served as a Director of AMCE and AMC
since October 30, 1986. Mr. Egan is Vice President and General Counsel
of Hallmark Cards, Incorporated, which is primarily engaged in the
business of greeting cards and related social expressions products,
Crayola crayons, cable television and the production of movies for
television. Mr. Egan holds an A.B. degree from Harvard University and
an LL.B. degree from Columbia University.
Mr. Paul E. Vardeman has served as a Director of AMCE since
June 14, 1983, and of AMC since September 28, 1982. Mr. Vardeman has
been a partner with the law firm of Polsinelli, White, Vardeman &
Shalton, Kansas City, Missouri, since 1982. Prior thereto, Mr. Vardeman
served as a Judge of the Circuit Court of Jackson County, Missouri.
Mr. Vardeman holds undergraduate and J.D. degrees from the University of
Missouri-Kansas City.
Mr. Donald P. Harris has served as President of AMC Film Marketing,
Inc., a wholly owned subsidiary of AMC, since April 18, 1989, and prior
thereto served as Vice President of AMC Film Marketing, Inc. from
November 26, 1980.
Mr. Frank T. Stryjewski has served as Senior Vice President in
charge of operations for the South Division of AMC since July 1, 1994.
Previously, Mr. Stryjewski served as Vice President in charge of
operations for the Southeast Division of AMC from December 9, 1991.
Mr. Stryjewski served as Vice President - Operations Resources of AMC
from December 1990 to December 1991, and as Vice President - Human
Resources of AMC from December 1988 to December 1990.
Mr. Richard T. Walsh has served as Senior Vice President in charge
of operations for the West Division of AMC since July 1, 1994.
Previously, Mr. Walsh served as Vice President in charge of operations
for the Central Division of AMC from June 10, 1992, and as Vice
President in charge of operations for the Midwest Division of AMC since
December 1, 1988.
Mr. Richard J. King was appointed Senior Vice President in charge
of operations for the Northeast Division of AMC on January 4, 1995.
Previously, Mr. King served as Vice President in charge of operations
for the Northeast Division of AMC from June 1992 to January 1995, and as
Vice President in charge of operations for the Southwest Division from
October 1986 to June 1992.
Mr. Charles P. Stilley has served as President of AMC Realty, Inc.,
a wholly owned subsidiary of AMC, since February 9, 1993, and prior
thereto served as Senior Vice President of AMC Realty, Inc. from March
3, 1986.
Mr. Richard L. Obert has served as Vice President and Chief
Accounting Officer of AMCE and AMC since January 9, 1989.
Compliance with Section 16(a) of the Securities Exchange Act of 1934.
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's Executive Officers and Directors, and persons who own more
than 10% of the Company's Common Stock and $1.75 Cumulative Convertible
Preferred Stock, to file reports of ownership and changes in ownership
with the Securities and Exchange Commission ("SEC") and the American and
Pacific Stock Exchanges. Executives Officers, Directors and
greater-than-10% beneficial owners are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms they file.
Based solely on a review of the copies of such forms furnished to the
Company, or written representations that no Forms 5 were required, the
Company believes that during fiscal 1995 its Executive Officers,
Directors and greater-than-10% beneficial owners complied with all
Section 16(a) filing requirements applicable to them, except that Mr.
Richard T. Walsh, an Executive Officer of the Company, had attributed
to him (through his wife's participation in an investment club composed
of approximately ten members) the purchase of 55 shares of $1.75
Cumulative Convertible Preferred Stock. Mr. Walsh's wife received the
proceeds from the liquidated investment club in October 1994, which was
reported on Form 5.
ITEM 11. EXECUTIVE COMPENSATION AND OTHER INFORMATION
Compensation of Directors
Messrs. Charles J. Egan and Paul E. Vardeman receive annual cash
compensation of $20,000 each for their services as members of the Boards
of Directors of AMCE and AMC and $24,000 each for their services as
members of the Audit Committees of AMCE and AMC. Messrs. Egan and
Vardeman are also paid $900 per hour for attending meetings of (i) any
board of directors on which he serves, (ii) the Audit Committee after
the twelfth meeting during the fiscal year and (iii) any other committee
on which he serves.
For fiscal 1995, Messrs. Charles J. Egan, Jr. and Paul E. Vardeman
received compensation of $92,600 and $81,800, respectively, for (i)
services as a member of the Board of Directors of AMCE and AMC, (ii)
attendance at Board of Directors meetings and (iii) other committee
meetings of the Board of Directors of AMCE or its subsidiaries.
Executive Compensation and Compensation Plans
The following table provides certain summary information concerning
compensation paid or accrued by the Company to or on behalf of the
Company's Chief Executive Officer and each of the four other most highly
compensated Executive Officers of the Company (determined as of the end
of the last fiscal year and hereafter referred to as the "Named
Executive Officers") for the years ended March 30, 1995, March 31, 1994,
and April 1, 1993.
SUM MARY COMPENSATION TABLE
Long-Term
Compensation
Awards-Securities
ANNUAL COMPENSATION Underlying
Fiscal Other Annual Options/ All Other
Name and Principal Position Year Salary Bonus Compensation(1) SARs(#) Compensation(2)
Stanley H. Durwood 1995 $452,088 $108,949 N/A 22,500 -
Chief Executive Officer 1994 436,800 263,400 N/A - -
1993 420,004 141,800 N/A - -
Edward D. Durwood 1995 294,132 46,693 N/A 5,000 $ 3,045
President 1994 277,338 155,200 N/A 200,000 4,674
1993 269,742 122,900 N/A - 6,626
Donald P. Harris 1995 277,128 32,991 N/A - 4,649
President-AMC Film 1994 281,326 106,000 N/A 45,000 4,497
Marketing, Inc. 1993 272,931 66,000 N/A - 5,661
Philip M. Singleton 1995 273,247 64,149 N/A 4,500 4,663
Chief Operating Officer 1994 264,142 153,600 $51,930 150,000 59,564
1993 244,466 100,000 N/A - 45,249
Peter C. Brown 1995 234,836 55,433 N/A 4,500 4,657
Chief Financial Officer 1994 227,016 135,000 N/A 150,000 4,675
1993 199,331 107,200 N/A - 13,579
(1) N/A denotes not applicable. Fiscal 1994 includes gross up of
taxes of $43,285 on moving expenses of Mr. Philip M. Singleton. For the
years presented, excluding Mr. Philip M. Singleton in 1994, perquisites
and other personal benefits did not exceed the lesser of $50,000 or 10%
of total annual salary and bonus.
(2) For fiscal 1995, All Other Compensation includes the Company's
contributions to two defined contribution savings plans in the amount of
$3,045 for Mr. Edward D. Durwood, $4,649 for Mr. Donald P. Harris, $4,663
for Mr. Philip M. Singleton and $4,657 for Mr. Peter C. Brown. For
fiscal 1994, the totals include the Company's contributions to a defined
contribution savings plan in the amount of $4,674 for Mr. Edward D.
Durwood, $4,497 for Mr. Donald P. Harris, $4,708 for Mr. Philip M.
Singleton and $4,675 for Mr. Peter C. Brown. In addition, moving expense
for Mr. Philip M. Singleton is included in the amount of $54,856. For
fiscal 1993, the totals include the Company's contributions to a defined
contribution savings plan in the amount of $6,626 for Mr. Edward D.
Durwood, $5,661 for Mr. Donald P. Harris, $6,414 for Mr. Philip M.
Singleton and $5,129 for Mr. Peter C. Brown. In addition, moving expense
is included in fiscal 1993 in the amount of $38,835 for Mr. Singleton and
$6,320 for Mr. Brown and medical continuation coverage payments to a
previous employer for Mr. Brown in the amount of $2,130.
Option Grants
The following table provides certain information concerning
individual grants of stock options made during the last completed fiscal
year under the 1994 Stock Option and Incentive Plan to each of the Named
Executive Officers.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Name
Number of
Securities
Underlying
Options/
SARs
Granted
(#)
% of Total
Options/
SARs
Granted
to
Employees
in Fiscal
Year
Exercise
or
Base Price
($/sh)
Expiration
Date
Potential Realizable
Value at Assumed Annual
Rates of Stock Price
Appreciation for
Option Term
5% ($) 10% ($)
Stanley H. Durwood
22,500
61. 6%
$11 .75
3/2 9/05
$166,275
$421,425
Edward D. Durwood
5,000
13.6
11.75
3/29/05
36,950
93,650
Donald P. Harris
- - -
- - -
- - -
- - -
- - -
- - -
Philip M.
Singleton
4,500
12.4
11.75
3/29/05
33,250
84,285
Peter C. Brown
4,500
12.4
11.75
3/29/05
33,250
84,285
The stock options granted during the fiscal year ended March
30, 1995, are eligible for exercise based upon a vesting schedule.
After the first anniversary of the grant date, 50% of the options
will be eligible for exercise. After the second anniversary of the
grant date, all options are fully vested. Vesting of options will
accelerate upon the occurrence of an optionee s death, disability or
retirement, or upon termination of employment within one year after
the occurrence of certain change in control events. With the
consent of the Board s Compensation Committee, optionees may satisfy
tax withholding obligations by electing to have shares otherwise
issuable upon exercise of an option withheld.
Option Exercises and Holdings
The following table provides information, with respect to the
Named Executive Officers, concerning the exercise of options during
the last fiscal year and unexercised options held as of March 30,
1995.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
Number of Value of
Securities Underlying Unexercised
Unexercised Options/ In-The-Money
SARs at FY-End (#) Options/SARs at
Shares Acquired Exercisable/Unexercisable FY-End($)
Name on Exercise Value Realized Shares Price Exercisable/Unexercisable
Stanley H. Durwood - - 0/22,500 $11.75 $0/$2,813
Edward D. Durwood - - 50,000/150,000 9.375 125,000/375,000
0/5,000 11.75 0/625
Donald P. Harris 12,000 $ 63,960 11,250/33,750 9.375 28,125/84,375
Philip M. Singleton - - 37,500/112,500 9.250 98,438/295,312
0/4,500 11.75 0/563
Peter C. Brown - - 37,500/112,500 9.250 98,438/295,312
0/4,500 11.75 0/563
Long-Term Incentive Plan
The following table provides certain information concerning
shares ("Performance Shares") issuable under performance stock
awards approved by the Compensation Committee during the last
completed fiscal year for each of the Named Executive Officers.
These awards are subject to, and conditioned upon, approval of
certain amendments to the Company s 1994 Stock Option and Incentive
Plan which establish the criteria upon which the awards were based.
LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR
Name
Number
of
Shares,
Units
or
Other
Rights
(#)(1)
Performance or
Other Period
until
Maturation
or Payout
Estimated Future Payout under
Non-stock Price-Based Plans
Threshold(#)
Target (#)
Maximum (#)
Stanley H. Durwood
90,000
3 years
30,000
45,000
90,000
Edward D. Durwood
20,000
3 years
6,687
10,000
20,000
Donald P. Harris
-
- - -
-
- - -
- - -
Philip M. Singleton
18,000
3 years
6,000
9,000
18,000
Peter C. Brown
18,000
3 years
6,000
9,000
18,000
______________________
1Maximum
The foregoing table shows the number of Performance Shares
issuable to a participant at the end of a three year performance
period ending April 2, 1998 (the "Performance Period") at Threshold,
Target and Maximum levels of performance.
A participant's eligibility to receive up to one-half of the
maximum number of Performance Shares issuable under an award is
based upon changes in the "private market value per share" of the
Company's common stock ("PMVPS") over the Performance Period. PMVPS
is determined on a fully diluted basis (assuming full exercise of
all outstanding shares of the Company's preferred stock, Class B
stock, options and other rights to acquire shares of common stock),
based on a constant multiple of theatre level EBITDA (theatre level
EBITDA is Company EBITDA less National Cinema Network, Inc. EBITDA),
plus the book value of National Cinema Network, Inc., cash, cash
equivalents and investments and investments in other long-term
assets, less corporate borrowings, capitalized lease obligations and
the carrying value of minority interests in other long-term
liabilities. EBITDA is earnings before interest, taxes,
depreciation and amortization.
A participant's eligibility to receive up to the remaining
one-half of the maximum number of Performance Shares issuable under
an award is based upon changes in "total return to stockholders"
("TRS"), which is measured by increases in the market value of an
investment in shares of common stock of the Company, assuming
reinvestment of any dividends received. PMVPS and TRS are referred
to individually and collectively herein as "Performance Criterion"
and "Performance Criteria," respectively.
Such Performance Criteria will be measured against changes in
the Standard & Poor's 500 Index ("S&P 500") over the Performance
Period. Required achievement levels over the Performance Period for
both PMVPS and TRS are as set forth below:
Maximum - 2,000 basis points higher than the percentage
change in the S&P 500 over the Performance Period;
Target - 750 basis points higher than the percentage
change in the S&P 500 over the Performance Period;
Threshold - No difference between the percentage change
in the S&P 500 and the percentage change in the Performance
Criterion over the Performance Period.
Generally, no shares will be issued with respect to the
Company's performance over the Performance Period as measured by a
Performance Criterion if such performance does not at least meet the
Threshold achievement level over the Performance Period. If the
Company's performance as so measured by a Performance Criterion
falls between the Threshold and Target achievement levels, the
number of Performance Shares issuable under an Award with respect to
that Performance Criterion will be determined to the nearest whole
number of shares, so that the actual Award will be at the same
percentage between the Threshold and Target award levels as the
actual achievement level falls between the Threshold and Target
achievement levels. Similarly, if the Company's performance falls
between Target and Maximum achievement levels, the number of
Performance Shares will be determined to the nearest whole number of
shares, so that the actual award will be at the same percentage
between the Target and Maximum award levels as the actual
achievement level falls between the Target and Maximum levels. In
no event will the number of Performance Shares issuable under an
Award with respect to a Performance Criterion exceed the number of
Performance Shares issuable upon attaining the Maximum achievement
level over the Performance Period with respect to such Performance
Criterion.
The right to receive Performance Shares will be accelerated and
such Performance Shares issued, based on the achievement levels of
the Performance Criteria, measured to the date of termination, in
the event of a participant's death, disability or retirement, or
termination of employment within one year after the occurrence of
certain change of control events.
With the consent of the Compensation Committee, a Grantee may
satisfy his tax withholding obligations by electing to have
Performance Shares otherwise issuable withheld.
Until Performance Shares are issued, participants have no
dividend or voting rights with respect to Performance Shares.
401(k) Plan
AMC sponsors a defined contribution savings plan (the
"401(k) Plan") whereby employees of AMC or its subsidiaries may (under
current administrative rules) elect to contribute, in whole
percentages, from 1% to 16% of compensation, provided no employee's
elective contributions shall exceed the amount permitted under Section
402(g) of the Internal Revenue Code ($9,240 in 1995). A matching
contribution is made by AMC at 50% of an employee's elective
contribution of up to 6% of the employee's compensation. AMC may
increase the 50% matching contribution to 100%. Employees have full
and immediate vesting rights to their elective contributions and AMC's
matching contributions and related earnings. AMC's contributions to
the accounts of the Named Executive Officers are included in the
Summary Compensation Table.
Defined Benefit Retirement and Supplemental Executive Retirement Plans
AMC sponsors a defined benefit retirement plan (the "Retirement
Plan") which provides benefits to certain employees of AMC and its
subsidiaries based upon years of credited service and the highest
consecutive five-year average annual remuneration. For purposes of
calculating benefits, average annual compensation is limited by Section
401(a)(17) of the Internal Revenue Code, and is based upon wages,
salaries and other amounts paid to the employee for personal services,
excluding certain special compensation. A participant earns a vested
right to an accrued benefit upon completion of five years of vesting
service.
The Company also sponsors a Supplemental Executive Retirement
Plan to provide the same level of retirement benefits that would have
been provided under the Retirement Plan had the federal tax law not
been changed in the Omnibus Budget Reconciliation Act of 1993, which
reduced the amount of compensation which can be taken into account in a
qualified retirement plan from $235,840 (in 1993), the old limit, to
$150,000 (in 1994 and 1995).
The following table shows the total estimated annual pension
benefits (without regard to minimum benefits) payable to a covered
participant under the Company's Retirement Plan and the Supplemental
Executive Retirement Plan, assuming retirement in calendar 1995 at age
65 payable in the form of a single life annuity. The benefits are not
subject to any deduction for Social Security or other offset amounts.
The following table assumes the old limit would have been increased to
$245,000 in 1995.
Highest Consecutive
Five Year Average
Annual Compensation Year of Credited Service
15 20 25 30 35
$125,000 $17,738 $23,650 $29,563 $35,475 $41,388
150,000 21,488 28,650 35,813 42,975 50,138
175,000 25,238 33,650 42,063 50,475 58,888
200,000 28,988 38,650 48,313 57,975 67,638
225,000 32,738 43,650 54,563 65,475 76,388
245,000 35,738 47,650 59,563 71,475 83,388
As of March 30, 1995, the years of credited service under the
Retirement Plan for each of the Named Executive Officers were: Mr.
Edward D. Durwood, 19 years, Mr. Donald P. Harris, 17 years, Mr. Philip
M. Singleton, 20 years, and Mr. Peter C. Brown, 3 years. Because Mr.
Stanley H. Durwood is age 74, he is receiving minimum required
distributions under the Retirement Plan pursuant to Section 401(a)(9)
of the Internal Revenue Code, even though he is an active employee.
The amount distributed in fiscal 1995 and 1994 from the Company's
Retirement Plan was $42,067 and $43,595, respectively, and is not
included in the Summary Compensation Table. In addition, the benefit
Mr. Stanley H. Durwood accrued under the Supplemental Executive
Retirement Plan in fiscal 1995 is not included in the Summary
Compensation Table.
Executive Incentive Program
The Executive Incentive Program ("EIP") covers corporate and field
executives and senior management, including Executive Officers.
Participants must be employed at fiscal year-end to be eligible for an
award. Awards are pro-rated per complete quarter of employment.
Maximum awards under the EIP range from 50% of salary for
executive corporate management participants to 30% of salary for senior
field management participants. Awards are based on up to three
performance components: division, company and personal. The division
component, which applies to division and film office participants, is
based on each division's performance relative to a division operating
income quota. For purposes of determining this component, "division
operating income" is defined as operating income less general and
administrative expenses and extraordinary expenses ("DOI"). The
company component, which applies to all eligible participants, is based
on the Company's performance relative to an EBITDA quota. For
division level participants, "EBITDA" is defined as DOI less national
film, home office and international general and administrative expenses
plus capitalized lease adjustments. The personal component of an award
is based upon predetermined individual goals and a supervisor's
year-end performance appraisal, and payment is subject to the
recommendation of the supervisor and approval of the Executive
Committee. The Compensation Committee of the Board of Directors
approves the annual DOI and EBITDA quotas and approves the personal
component of awards for participants who are Executive Officers.
The division and company components are scaled, based on the
Company's performance, as follows: if 80% or less of a DOI or EBITDA
quota, respectively, is met, no amount is awarded with respect to a
component based on that quota; if more than 80% (up to 100%) of a quota
is met, each 1% increase (above 80%) in the percentage of the quota
that is met will result in a 5% increase in award for the respective
component; and if 100% to 110% of a quota is met, each 1% increase in
quota (above 100%) will result in a 10% increase in award for the
respective component. For example, if 100% of a quota is met, 100% of
the related award may be paid, whereas if 110% of a quota is met, 200%
of the related award may be paid. The personal component of an award,
which is contingent on the Company achieving a minimum 80% of the
EBITDA quota, can be up to 15% of an individual's salary (but the
aggregate amount of all such awards may not exceed 10% of the salaries
of all participants). The Company's Executive Committee has discretion
to defer payment for up to one year of some or all of the division and
company awards.
1994 Stock Option and Incentive Plan
On November 10, 1994, AMCE's stockholders approved the AMCE 1994
Stock Option and Incentive Plan (the "1994 Incentive Plan"). Employees
of the Company or its subsidiaries who are corporate or field
executives or senior managers, including Executive Officers, are
eligible for awards under the 1994 Incentive Plan. The 1994 Incentive
Plan permits three basic types of awards: (i) grants of stock options
which are either incentive stock options ("ISOs") as defined by Section
422 of the Internal Revenue Code of 1986, as amended, or non-ISOs
("Non-Qualified Stock Options"), (ii) grants of stock awards ("Stock
Awards"), which may be either performance stock awards ("Performance
Stock Awards") or restricted stock awards ("Restricted Stock Awards"),
and (iii) performance unit awards ("Performance Units").
Under the 1994 Incentive Plan, the Compensation Committee of the
Board of Directors is authorized to grant ISOs, Non-Qualified Stock
Options and Stock Awards entitling recipients to receive up to an
aggregate of 1,000,000 shares of the Company's 66 2/3 cents par value
Common Stock. The Compensation Committee also is authorized to make
awards of Performance Units, which are payable only in cash and valued
by reference to designated criteria, other than shares of Common Stock,
which may be established by the Committee.
No grantee may receive options to acquire more than 325,000 shares
of Common Stock, Stock Awards entitling the grantee to receive more
than 150,000 shares of Common Stock or cash awards under Performance
Units aggregating more than $2 million. During any 12 month period, no
grantee may receive options to acquire more than 65,000 shares of
Common Stock or cash awards under Performance Units aggregating more
than $400,000. No grantee may receive a Stock Award or Awards
entitling the grantee to receive free of conditions more than 30,000
shares of Common Stock with respect to any 12 month period, but
determined on an annualized basis so that more than 30,000 shares may
be received at one time free of conditions with respect to performance
periods exceeding 12 months' duration.
Stock Awards and Performance Unit awards made to persons subject
to Section 16 of the Securities Exchange Act of 1934 generally are
based on the attainment by the Company or a subsidiary or a division
thereof during a performance period of 12 months' duration or more of
one or more performance goals as established by the Compensation
Committee. Performance goals established by the Committee are based
upon, as the Committee deems appropriate, one or more business criteria
referred to in the 1994 Incentive Plan.
The Committee may permit the accelerated exercise of stock options
and the lapse or waiver of restrictions and performance goals on Stock
Awards and Performance Units in the event certain transactions occur,
such as a merger or liquidation of the Company, the sale of
substantially all the assets of the Company, a subsidiary or a
division, the sale of a majority interest in a subsidiary or the change
in control of the Company. Similar provisions apply in the case of
death, disability, retirement or other terminations. In addition, the
Committee may permit all outstanding options held by a grantee to vest
upon any termination of employment.
The Company will be proposing certain amendments to the 1994
Incentive Plan at its next stockholders meeting, which amendments,
among other matters, will extend the eligibility to participate under
the plan to additional managerial employees and establish new business
criteria upon which Performance Stock Awards may be based. Conditional
Performance Stock Awards have been made under the new criteria, subject
to stockholder approval. See "Long Term Incentive Plan".
Other Executive Benefit Plans
The Executive Medical Reimbursement Plan covers active employees
who are officers of the Company and provides up to $2,500 a month for
the following medical expenses: (i) routine physicals, (ii) vision
care, (iii) well baby care, (iv) hospital room and board charges in
excess of the semi-private room and board rate, (v) expenses in excess
of usual and customary charges, subject to 80% co-insurance, (vi) 50%
of mental and nervous benefits in excess of the basic medical plan's
$1,500 calendar year maximum, to a lifetime maximum of $50,000,
(vii) dental reimbursement, subject to 80% co-insurance and a $3,000
calendar year maximum and (viii) an additional $2,000 orthodontia
lifetime maximum. Supplemental Accidental Death and Dismemberment
coverage in the amount of $250,000 is also provided to officers of the
Company.
The Executive Savings Plan (the "Savings Plan") covers certain
highly compensated employees (as defined in Section 414(q) of the
Internal Revenue Code) whose elective contributions under the
401(k) Plan have been limited in order for the 401(k) Plan to satisfy
the average deferral percentage nondiscrimination tests in Section
401(k) of the Internal Revenue Code and/or whose coverage under the
group term life insurance provided by AMC is at the maximum amount. The
Savings Plan provides a three percent increase in pay to all eligible
employees who agree to make a four percent of pay contribution on a
monthly basis to an AMC approved individual universal life insurance
policy which is owned by the employee. The eligible employees can
select, within certain parameters, the portion of their after tax
premiums that is allocated to life insurance protection versus the
investment element of the universal life insurance policy. Such benefit
amounts for the Named Executive Officers are included in the Summary
Compensation Table.
Nonqualified Deferred Compensation Plan
Effective January 1, 1994, the Company adopted the AMC
Nonqualified Deferred Compensation Plan (the "Deferred Compensation
Plan"), a deferred compensation arrangement designed to permit
eligible employees of the Company and certain affiliates to offset the
adverse impact of a change in the federal tax law made by the Omnibus
Budget Reconciliation Act of 1993 (the "Act"), which reduced the amount
of compensation which can be taken into account in a qualified
retirement plan from $235,840 (in 1993) to $150,000 (in 1994 and 1995).
Under the Deferred Compensation Plan, participants in the
Company's 401(k) Plan who are making the maximum deferral thereunder
and whose estimated annual compensation will exceed $100,000 in 1995
may elect, in advance and irrevocable for each year, to reduce their
compensation and to defer under the Deferred Compensation Plan such
additional portion of their annual compensation as they may determine.
Such participants whose annual compensation in 1995 exceeds $150,000
will have elective Deferred Compensation Plan deferrals of up to 4% of
their compensation in excess of $150,000 matched by the Company at a
rate of 50%, but only to the extent affected by the change in the law.
For example, an employee who will earn $180,000 in 1995 and who elects
to defer 4% of his compensation would have a match equal to the lesser
of (a) 2% of the difference between the $150,000 limit set forth in
Section 401(a)(17) of the Internal Revenue Code of 1986 (the "Code")
and $180,000 and (b) 50% of the difference between the maximum
permissive elective deferral under Section 402(g) of the Code ($9,240
in 1995) and the amount of his elective deferrals under the 401(k) Plan
for the year. The old limit, the new limit and the Deferred
Compensation Plan's minimum eligibility criteria (compensation over
$100,000 to make deferrals and over $150,000 to be credited with a
match) are subject to periodic cost-of-living adjustments. The
company's maximum obligation under the Deferred Compensation Plan for
any one participant for 1995 is $1,620 (which would probably have been
incurred by the Company had the federal tax law not been changed by the
Act).
Elective deferrals and matching credits, if any, will be credited
to a deferral account maintained by or at the direction of the Company
and held in an irrevocable trust (commonly referred to as a "rabbi
trust"). The assets in the rabbi trust, however, remain subject to the
claims of the Company's creditors in the event of insolvency of the
Company or any of its affiliates. Unless the Company or any of its
affiliates become insolvent, upon the earlier of a participant's normal
retirement age (65) or other termination of employment, the participant
will receive the amounts credited to his deferral account, adjusted for
earnings and losses, in a lump sum or in installments over ten years,
as elected by the participant prior to making the deferrals. Both the
participant's deferrals and the match, if applicable, are fully vested
at all times.
Other Compensation Plans
On February 2, 1977, the Board of Directors of AMC authorized the
continued payment to Mr. Stanley H. Durwood, in the event of his
disability, of 80% of his then current salary and bonuses for a period of
up to two years, such salary payment to be reduced, if necessary, so that
such payments, together with disability compensation under AMC's group
insurance policy, do not exceed 100% of his then current salary and
bonus.
Messrs. Peter C. Brown and Philip M. Singleton each have employment
agreements with AMC dated September 26, 1994, providing for annual base
salaries of no less than $227,000 and $266,000, respectively, and bonuses
resulting from the EIP or other bonus arrangement, if any, as determined
from time to time at the sole discretion of the Compensation Committee
upon the recommendation of the Chairman of the Board. Each employment
agreement has a term of two years. On each September 27, commencing in
1995, one year shall be added to the term of each employment agreement,
so that each employment agreement shall always have a two-year term as of
each anniversary date. Each employment agreement terminates without
severance upon such employee's resignation, death or his disability as
defined in his employment agreement, or upon AMC's good faith
determination that such employee has been dishonest or has committed a
breach of trust respecting AMC. AMC may terminate each employment
agreement at any time, with severance payments in an amount equal to
twice the annual base salary of such employee on the date of termination.
Each employee may terminate his employment agreement upon a change of
control of AMC as defined in the employment agreement and receive
severance payments in an amount equal to twice his annual base salary on
the date of termination. AMC may elect to pay any severance payments in
a lump sum after discounting such amount to its then present value, or
over a two-year period. The aggregate value of all severance benefits to
be paid to such employee shall not exceed 299% of such employee's "base
amount" as defined in the Internal Revenue Code for the five-year period
immediately preceding the date of termination. The aggregate amount
payable under these employment agreements, assuming termination by reason
of a change of control and payment in a lump sum as of March 30, 1995,
was approximately $967,000.
As permitted by the 1994 Stock Option and Incentive Plan, stock
options and Performance Share awards granted to participants during the
last fiscal year provide for acceleration upon the termination of
employment within one year after the occurrence of certain changes in
control events, whether such termination is voluntary or involuntary, or
with or without cause. See "Option Grants" and "Long-Term Incentive
Plan." In addition, the Compensation Committee may permit acceleration
upon the occurrence of certain transactions which may not constitute the
sale of control. See "1994 Stock Option and Incentive Plan."
The Company maintains a severance pay plan for full-time salaried
nonbargaining employees with at least 90 days of service. For an
eligible employee who is subject to the Fair Labor Standards Act ("FLSA")
overtime pay requirements (a "nonexempt eligible employee"), the plan
provides for severance pay in the case of involuntary termination of
employment due to layoff of the greater of two week's basic pay or one
week's basic pay multiplied by the employee's full years of service up to
no more than twelve week's basic pay. There is no severance pay for a
voluntary termination, unless up to two week's pay is authorized in lieu
of notice. There is no severance pay for an involuntary termination due
to an employee's misconduct. Only two week's severance is paid for an
involuntary termination due to substandard performance. For an eligible
employee who is exempt from the FSLA overtime pay requirements, severance
pay is discretionary (at the Department Head/Supervisor level), but will
not be less than the amount that would be paid to a nonexempt eligible
employee.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth certain information as of May 19, 1995,
with respect to beneficial owners of 5% or more of any class of the
Company's capital stock:
Name and Address Number of Shares Percent
Title of Class of Beneficial Owner Beneficially Owned of Class
Common Stock Durwood, Inc. (1)
106 West 14th Street
Kansas City, Missouri 64105 2,641,951(2) 49.8%(2)
The Capital Group Companies, Inc.
and Capital Guardian
Trust Company(3)
333 South Hope Street
Los Angeles, California 90071 322,400(3) 6.1%
David L. Babson & Company, Inc. (4)
One Memorial Drive
Cambridge, Massachusetts 02142 461,800(4) 8.7%
Class B Stock(5) Durwood, Inc. (1)
106 West 14th Street
Kansas City, Missouri 64105 11,157,000(2) 100.0%(2)
(1) A revocable inter-vivos trust and a revocable voting trust
established by Mr. Stanley H. Durwood for the benefit of Mr. Stanley
H. Durwood holds approximately 75% of the voting power of the
outstanding capital stock of DI. American Associated Enterprises, a
Missouri limited partnership of which Mr. Stanley H. Durwood is the
limited partner and his children are the general partners (on whose
behalf Mr. Edward D. Durwood has voting authority), holds
approximately 25% of the voting power of DI's outstanding capital
stock. Mr. Stanley H. Durwood and Mr. Edward D. Durwood are the
directors of DI. Mr. Stanley H. Durwood is Chairman of the Board,
Chief Executive Officer and a Director of AMCE and AMC, and
Mr. Edward D. Durwood is President, Vice Chairman of the Board and a
Director of AMCE and AMC.
(2) Class B Stock is convertible into Common Stock on a share-for-share
basis. The stated percentage has been computed without giving
effect to the conversion option. Were all shares of Class B Stock
converted there would be 16,463,380 shares of Common Stock
outstanding, of which DI would hold 13,798,951 shares, or 84%, of
the outstanding Common Stock.
(3) As reported by The Capital Group Companies, Inc. and Capital
Guardian Trust Company, on Schedule 13G dated February 6, 1995.
(4) As reported by David L. Babson & Company, Inc. on Schedule 13G dated
February 10, 1995.
(5) In the election of Directors, holders of Class B Stock are entitled
to elect four of the Company's six Directors. On other matters,
holders of Class B Stock vote as a class with holders of Common
Stock, with each share of Class B Stock being entitled to ten votes
per share.
Beneficial Ownership By Directors and Officers
The following table sets forth certain information as of May 19,
1995, with respect to beneficial ownership by Directors and Executive
Officers of the Company's Common Stock and Class B Common Stock. The
amounts set forth below include the vested portion of 650,000 shares of
Common Stock subject to options under the Company's 1984 Stock Option
Plan held by executive officers.
Number of Shares Percent
Title of Class Name of Beneficial Owner Beneficially Owned of Class
Common Stock Stanley H. Durwood 2,642,101(1) 49.8
Edward D. Durwood 100,000(2)(3) 1.8
Paul E. Vardeman 300 *
Donald P. Harris 30,573(3) *
Philip M. Singleton 93,000(3) 1.7
Peter C. Brown 75,000(3) 1.4
All Directors and
Executive Officers as
a group (12 persons,
including the individuals
named above) 2,995,442(3) 53.2
Class B Stock Stanley H. Durwood 11,157,000(1)(2) 100.0
*Less than one percent.
(1)See Notes 1 and 2 under the previous table. Mr. Stanley H. Durwood
also directly owns 150 shares of AMCE's Common Stock.
(2)Mr. Edward D. Durwood may also be deemed to be the beneficial owner of
the shares owned by DI.
(3)Includes shares subject to options to purchase Common Stock under the
Company's 1984 Stock Option Plan, as follows: Edward D. Durwood -
200,000 shares; Philip M. Singleton - 150,000 shares; Peter C. Brown -
150,000 shares; Donald P. Harris - 45,000 shares; and all executive
officers as a group - 650,000 shares. The options granted vest as to
exercise rights in 25% annual installments commencing twelve months after
date of grant; thus, the options described in the above table represent
one-half of the total options granted to each optionee.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain Transactions
Since its formation, AMCE and AMC have been members of an affiliated
group of companies (the "DI affiliated group") beneficially owned by Mr.
Stanley H. Durwood and members of his family. Mr. Stanley H. Durwood is
President, Treasurer and a Director of DI and Chairman of the Board,
Chief Executive Officer and a Director of AMCE and AMC. There have been
transactions involving AMCE or AMC and the DI affiliated group in prior
years. The Company intends to ensure that all transactions with DI or
other related parties are fair, reasonable and in the best interest of
the Company. In that regard, the Audit Committees of the Boards of
Directors of AMCE and AMC review all material proposed transactions
between the Company and DI or other related parties to determine that, in
their best business judgment, such transactions meet that standard. The
Audit Committees consist of Messrs. Vardeman and Egan, neither of whom
are officers or employees of AMCE or AMC nor stockholders, directors,
officers or employees of DI. Set forth below is a description of
significant transactions which have occurred since April 1, 1994, or
involve receivables that remain outstanding as of March 30, 1995.
Certain corporate departments of AMC perform general and
administrative services for DI and its subsidiaries. AMC charged DI and
its subsidiaries $116,000 for such services for fiscal 1995.
Periodically, AMC and DI reconcile any accounts owed by one company
to the other. Charges to the intercompany account have included the
allocation of AMC's general and administrative expenses and payments made
by AMC on behalf of DI. In fiscal 1995, the largest balance owed by DI
and its subsidiaries to AMC was $831,000. As of March 30, 1995, AMC owed
DI and its subsidiaries $37,000.
Ms. Marjorie D. Grant, a Vice President of AMC and the sister of Mr.
Stanley H. Durwood, has an employment agreement with AMCE providing for a
base annual salary of no less than $100,000, an automobile and, at the
sole discretion of the Chief Executive Officer of the Company, a year-end
bonus. Ms. Grant's employment agreement, executed July 1, 1991,
terminates on June 30, 1996, or upon her death or disability. The
agreement provides that in the event Mr. Stanley H. Durwood fails to
control the management of AMCE by reason of its sale, merger, or
consolidation, or because of his death or disability, or for any other
reason, then AMCE and Ms. Grant would each have the option to terminate
the agreement. In such event, AMCE would pay to Ms. Grant in cash a sum
equal to the aggregate cash compensation, exclusive of bonus, to the end
of the term of her employment under the agreement, after discounting such
amount to its then present value using a discount rate equal to the
lesser of one-half of the current prime rate of interest or 10% per
annum. In November 1991, this agreement was assumed by Durwood, Inc. and
was reassumed by AMCE in January 1995.
In July 1992, Mr. Jeffrey W. Journagan, a son-in-law of Mr. Stanley
H. Durwood, was employed by a subsidiary of the Company. Mr. Journagan's
current salary is approximately $69,000.
AMC loaned $200,000 to Mr. Donald P. Harris, President-AMC Film
Marketing, Inc, in January 1987. This loan was evidenced by a promissory
note bearing interest at the rate of 6% per annum, provides for the
payment of all principal at maturity and was secured by a second Deed of
Trust on Mr. Harris' residence in Los Angeles County, California. The
loan was made to Mr. Harris in connection with the purchase of his
principal residence. Principal on the note was due on January 1, 1992,
but the note has been extended to January 16, 1997. In connection with
the extension, the interest rate on the note was increased to 7.5%. The
largest aggregate amount outstanding on the note during fiscal 1995 was
$200,000. Interest is payable on the note annually and the principal
amount outstanding as of March 30, 1995, was $200,000.
For a description of certain employment agreements between the
Company and Messrs. Peter C. Brown and Philip M. Singleton, see "Other
Compensation Plans."
Federal Income Taxes
DI and the Company entered into an agreement dated July 1, 1983,
pursuant to which, so long as DI and the Company filed a consolidated
federal income tax return, the Company paid to DI the amount of tax that
would be payable calculated as if the Company filed a separate
consolidated federal income tax return for such period and all prior
taxable periods, provided, however, that if such return reflected a
refund due to the Company, DI was obligated to pay the Company an amount
equal to such refund when and if the consolidated group is able to
realize the Company's tax benefit in the future. Due to the Company's
issuance of the $1.75 Cumulative Convertible Preferred Stock on March 3,
1994, the Company is no longer eligible to file a consolidated federal
income return with DI. The agreement still applies to all tax years for
which DI and the Company previously filed a consolidated federal income
tax return.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
8-K
(a) See Index to Consolidated Financial Statements and Schedules.
(b) Reports on Form 8-K
No reports on Form 8-K were filed or required to be filed for the
thirteen weeks ended
March 30, 1995.
(c) Exhibits
A list of exhibits required to be filed as part of this report on
Form 10-K is set forth in the Exhibit Index, which immediately precedes
such exhibits, and is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
AMC ENTERTAINMENT INC.
By: /s/ Stanley H. Durwood
Stanley H. Durwood, Chairman of the
Board
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.
/s/ Stanley H. Durwood Chairman of the Board, Chief May 31, 1995
Stanley H. Durwood Executive Officer and Director
/s/ Edward D. Durwood President, Vice Chairman of the May 31, 1995
Edward D. Durwood Board and Director
/s/ Paul E. Vardeman Director May 31, 1995
Paul E. Vardeman
/s/ Charles J. Egan, Jr. Director May 31, 1995
Charles J. Egan, Jr.
/s/ Peter C. Brown Executive Vice President, Chief May 31, 1995
Peter C. Brown Financial Officer and Director
/s/ Philip M. Singleton Executive Vice President, May 31, 1995
Philip M. Singleton Chief Operating Officer and
Director
/s/ Richard L. Obert Vice President and May 31, 1995
Richard L. Obert Chief Accounting Officer
AMC ENTERTAINMENT INC. AND SUBSIDIARIES
INDEX TO FINANCIAL STA TEMENTS AND SCHEDULES
Years (52 Weeks) Ended March 30, 1995,
March 31, 1994, and April 1, 1993
Page
INDEPENDENT AUDITORS' REPORTS F-2 - F-5
CONSOLIDATED STATEMENTS OF OPERATIONS F-6
CONSOLIDATED BALANCE SHEETS F-7
CONSOLIDATED STATEMENTS OF CASH FLOWS F-8 - F-9
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY F-10
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-11 - F-28
STATEMENTS OF OPERATIONS BY QUARTER (UNAUDITED) F-29
SELECTED FINANCIAL DATA (UNAUDITED) F-30
SCHEDULE II - Valuation and qualifying accounts and reserves F-31
NOTE: All other schedules have been omitted because they are not required
or because the required information is shown in the financial
statements or notes thereto. Separate consolidated financial
statements of American Multi-Cinema, Inc. have not been included
because they are substantially the same as the consolidated
financial statements of AMC Entertainment Inc. included herein.
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders
of AMC Entertainment Inc.
Kansas City, Missouri
We have audited the consolidated balance sheets of AMC Entertainment Inc.
and subsidiaries as of March 30, 1995, and March 31, 1994, and the related
consolidated statements of operations, stockholders' equity and cash flows
for each of the three years (52 weeks) in the period ended March 30, 1995.
These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits. We did not audit the financial statements
of Exhibition Enterprises Partnership, a joint venture partnership, which
was recorded using the equity method of accounting. The equity in the
earnings of this partnership represent 23 percent of consolidated earnings
before extraordinary item for the year (52 weeks) ended April 1, 1993.
Those statements were audited by other auditors whose report has been
furnished to us, and our opinion, insofar as it relates to the amounts
included for Exhibition Enterprises Partnership, is based solely on the
report of the other auditors.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits and the report
of the other auditors provides a reasonable basis for our opinion.
In our opinion, based on our audits and the report of the other auditors,
the consolidated financial statements referred to above present fairly, in
all material respects, the consolidated financial position of AMC
Entertainment Inc. and subsidiaries as of March 30, 1995, and March 31,
1994, and the consolidated results of their operations and their cash flows
for each of the three years (52 weeks) in the period ended March 30, 1995,
in conformity with generally accepted accounting principles.
Kansas City, Missouri
May 24, 1995
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders
of AMC Entertainment Inc.
Kansas City, Missouri
Our report on the consolidated financial statements of AMC Entertainment
Inc. and subsidiaries is included on page F-2 of this Form 10-K. In
connection with our audits of such financial statements, we have also
audited the related financial statement schedule listed in the index on page
F-1 of this Form 10-K.
In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information required to be
included therein.
Kansas City, Missouri
May 24, 1995
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders
of AMC Entertainment Inc.
Kansas City, Missouri
We consent to the incorporation by reference in the registration statements
numbered 33-58129, 2-92048, 2-97522 and 2-97523 of AMC Entertainment Inc.
(the "Company") on Form S-8 of our report dated May 24, 1995, on our audits
of the consolidated financial statements and financial statement schedule of
the Company as of March 30, 1995, and March 31, 1994, and for each of the
three years (52 weeks) in the period ended March 30, 1995, which report is
included in the Company's annual report on Form 10-K.
Kansas City, Missouri
May 24, 1995
INDEPENDENT AUDITORS' REPORT
Board of Managers
Exhibition Enterprises Partnership
Kansas City, Missouri
We have audited the statements of operations, partners' capital and cash
flows of Exhibition Enterprises Partnership (a partnership operated by
Cinema Enterprises, Inc. and TPI Entertainment, Inc.) for the year ended
December 31, 1992 (none of which are presented herein). These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the results of operations and cash flows of the Partnership for
the year ended December 31, 1992, in conformity with generally accepted
accounting principles.
Kansas City, Missouri
February 5, 1993
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in registration statement
numbers 33-58129, 2-92048, 2-97522 and 2-97523 of AMC Entertainment Inc. on
Form S-8 of our report on Exhibition Enterprises Partnership dated February
5, 1993, appearing in this Annual Report on Form 10-K of AMC Entertainment
Inc. for the year ended March 30, 1995.
Kansas City, Missouri
May 24, 1995
AMC ENTERTAINMENT INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Years (52 Weeks) Ended March 30, 1995,
March 31, 1994, and April 1, 1993
(in thousands, except per share amounts)
1995 1994 1993
Revenues
Admissions $371,145 $389,454 $265,766
Concessions 169,120 176,274 114,809
Other 24,399 21,725 23,890
Total revenues 564,664 587,453 404,465
Expenses
Film rentals 182,669 197,461 137,613
Concession merchandise 26,453 26,349 17,522
Other 226,793 225,367 155,700
Total cost of operations 435,915 449,177 310,835
Depreciation and amortization 37,913 38,048 28,175
General and administrative
expenses 39,807 39,492 36,285
Estimated loss on future
disposition of assets - - 2,500
Total expenses 513,635 526,717 377,795
Operating income 51,029 60,736 26,670
Other expense (income)
Interest expense
Corporate borrowings 24,502 25,699 22,828
Capitalized lease 11,406 10,676 8,573
Investment income (10,013) (1,156) (8,239)
Minority interest - (1,599) -
(Gain) loss on disposition
of assets 156 (296) (9,638)
Earnings before income taxes and
extraordinary item 24,978 27,412 13,146
Income tax provision (9,000) 12,100 5,400
Earnings before extraordinary item 33,978 15,312 7,746
Extraordinary item -
Loss on extinguishment of debt
(net of income tax benefit
of $3,800) - - (6,483)
Net earnings $ 33,978 $ 15,312 $ 1,263
Preferred dividends 7,000 538 256
Net earnings for common shares $ 26,978 $ 14,774 $ 1,007
Earnings per share before
extraordinary items:
Primary $1.63 $.89 $.46
Fully diluted $1.45 $.89 $.46
Earnings per share:
Primary $1.63 $.89 $.06
Fully diluted $1.45 $.89 $.06
AMC ENTERTAINMENT INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
March 30, 1995, and March 31, 1994
(in thousands, except share amounts)
ASSETS
1995 1994
Current assets:
Cash and equivalents $ 71,233 $ 32,319
Investments 69,144 119,150
Receivables, net of allowance
for doubtful accounts
of $1,529 as of March 30, 1995,
and $1,270 as of March 31, 1994 8,572 9,197
Other current assets 12,069 11,575
Total current assets 161,018 172,241
Property, net 279,904 252,861
Intangible assets, net 42,926 49,403
Other long-term assets 38,306 26,771
Total assets $522,154 $501,276
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 29,047 $ 28,706
Accrued expenses and other liabilities 33,794 42,444
Current maturities of corporate borrowings
and capital lease obligations 2,516 2,168
Total current liabilities 65,357 73,318
Corporate borrowings 200,183 200,115
Capital lease obligations 64,805 65,905
Other long-term liabilities 34,421 31,534
Total liabilities 364,766 370,872
Commitments and contingencies
Stockholders' equity
Cumulative Convertible Preferred Stock;
4,000,000 shares issued
and outstanding (aggregate liquidation
preference of $100,000) 2,667 2,667
Common Stock; 5,306,380 and 5,266,830
shares issued and
outstanding as of March 30, 1995, and
March 31, 1994, respectively 3,538 3,511
Convertible Class B Stock; 11,157,000
shares issued and outstanding 7,438 7,438
Additional paid-in capital 107,163 106,951
Retained earnings 36,582 9,837
Total stockholders' equity 157,388 130,404
Total liabilities and stockholders' equity $522,154 $501,276
AMC ENTERTAINMENT INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years (52 Weeks) Ended March 30, 1995,
March 31, 1994, and April 1, 1993
(in thousands)
INCREASE (DECREASE) IN CASH AND EQUIVALENTS 1995 1994 1993
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 33,978 $ 15,312 $ 1,263
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization
- property 29,647 29,074 23,869
- other long-term assets 8,266 7,075 4,306
Deferred income taxes (21,285) (4,023) (1,077)
Gain on sale of available for sale
investments (1,407) - -
Minority interest - 1,599 -
(Gain) loss on sale of other long-term
assets 156 (296) (9,638)
Change in assets and liabilities, net of
effects from acquisition:
Receivables 625 (2,843) (897)
Other current assets (578) 412 1,771
Accounts payable 341 5,187 (2,567)
Accrued expenses and other liabilities (5,763) 11,892 8,855
Other, net 204 291 3,177
Total adjustments 10,206 48,368 27,799
Net cash provided by operating activities 44,184 63,680 29,062
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (56,403) (10,651) (8,786)
Purchases of available for sale
investments (314,368) - -
Proceeds from maturities of available
for sale investments 364,374 -
Proceeds from sales of available for sale
investments 11,689 - -
Net purchase of short-term
investments - (93,041) (649)
Purchase of partnership interest,
net of cash acquired - (8,486) -
Proceeds from disposition of other
long-term assets 70 1,270 14,768
Other, net (1,516) (597) (739)
Net cash provided by (used in)
investing activities 3,846 (111,505) 4,594
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under line of credit agreements - 30,000 3,000
Repayments under line of credit agreements - (30,000) (57,000)
Principal payments under capital lease
obligations (2,088) (1,700) (885)
Repayment of acquired subsidiary
indebtedness - (37,000) -
Proceeds from issuance of debt securities - - 198,654
Repurchase of debentures - - (125,000)
Other repayments (34) (1,720) (6,400)
Proceeds from exercise of stock options 239 1,321 845
Redemption of preferred stock - - (5,000)
Proceeds from issuance of preferred stock - 95,600 -
Dividends paid on preferred stock (7,233) - (2,531)
Dividends paid on common stock - - (18,550)
Deferred financing costs - (354) (8,155)
Net cash provided by (used in)
financing activities (9,116) 56,147 (21,022)
NET INCREASE IN CASH AND EQUIVALENTS 38,914 8,322 12,634
CASH AND EQUIVALENTS AT BEGINNING OF YEAR 32,319 23,997 11,363
CASH AND EQUIVALENTS AT END OF YEAR $ 71,233 $ 32,319 $ 23,997
AMC ENTERTAINMENT INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years (52 Weeks) Ended March 30, 1995,
March 31, 1994, and April 1, 1993
(in thousands)
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
1995 1994 1993
Capital lease obligations
incurred in connection with
properties acquired $ 1,363 $ 5,219 $ 3,931
Borrowings incurred in connection
with property acquired - - 35
On May 28, 1993, a subsidiary of American Multi-Cinema, Inc. ("AMC"),
acquired a fifty percent partnership interest in Exhibition Enterprises
Partnership ("EEP") from TPI Entertainment, Inc. Together with the fifty
percent partnership interest already owned by AMC, EEP became a
wholly-owned subsidiary. Cash and equivalents held by EEP as of May 28,
1993, totaled $9,014. Liabilities assumed from the May 28, 1993,
transaction follow:
Fair value of assets acquired
(including cash and equivalents) $ 70,170
Cash paid (17,500)
Liabilities assumed $ 52,670
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
1995 1994 1993
Cash paid during the period for:
Interest (net of amounts
capitalized of $870, $49 and $64) $ 35,878 $ 35,742 $ 32,697
Income taxes, net 18,563 15,309 1,343
See Notes to Consolidated Financial Statements.
F-10
AMC ENTERTAINMENT INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands, except share amounts)
Additional Retained Total
Preferred Stock Common Stock Class B Stock Paid-in Earnings Stockholders'
Shares Amount Shares Amount Shares Amount Capital (Deficit) Equity
Balance,
April 2, 1992 5 $1 4,358,380 $2,906 11,730,000 $7,820 $ 26,599 $ 2,543 $ 39,869
Net earnings - - - - - - - 1,263 1,263
Exercise of options
on Common Stock - - 181,000 120 - - 725 - 845
Redemption of
Preferred Stock (5) (1) - - - - (4,999) - (5,000)
Dividends declared:
14% Preferred Stock - - - - - - - (256) (256)
Common and Class B
Stock - - - - - - (9,525) (9,025) (18,550)
Balance, April 1, 1993 - - 4,539,380 3,026 11,730,000 7,820 12,800 (5,475) 18,171
Net earnings - - - - - - - 15,312 15,312
Exercise of options
on Common Stock - - 154,450 103 - - 1,218 - 1,321
Net proceeds from
sale of
Preferred Stock 4,000,000 2,667 - - - - 92,933 - 95,600
Conversion of
Class B Stock - - 573,000 382 (573,000) (382) - - -
Balance,
March 31, 1994 4,000,000 2,667 5,266,830 3,511 11,157,000 7,438 106,951 9,837 130,404
Net earnings - - - - - - - 33,978 33,978
Exercise of options
on Common Stock - - 39,550 27 - - 212 - 239
Dividends declared:
$1.75 Preferred
Stock - - - - - - - (7,233) (7,233)
Balance,
March 30, 1995 4,000,000 $2,667 5,306,380 $ 3,538 11,157,000 $ 7,438 $107,163 $ 36,582 $157,388
AMC ENTERTAINMENT INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years (52 Weeks) Ended March 30, 1995,
March 31, 1994, and April 1, 1993
NOTE 1 - THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES
AMC Entertainment Inc. ("AMCE"), through American Multi-Cinema,
Inc. ("AMC") and its subsidiaries (collectively with AMCE, unless the
context otherwise requires, the "Company") is principally involved in
the operation of motion picture theatres.
Approximately 84% of AMCE's outstanding voting securities are
owned by Durwood, Inc. ("DI"). See Note 13 for further description of
AMCE's related party transactions.
Principles of Consolidation
The consolidated financial statements include the accounts of AMCE
and all subsidiaries. Minority interest in AMC Philadelphia, Inc., an
80% owned subsidiary, with a book value of $3,663,000 and $2,619,000,
as of March 30, 1995, and March 31, 1994, respectively, is included in
long-term liabilities. All significant intercompany balances and
transactions have been eliminated.
Fiscal Year
The Company has a 52/53 week fiscal year ending on the Thursday
closest to the last day of March. The 1995, 1994 and 1993 fiscal
years each reflect a 52 week period.
Revenues and Film Rental Costs
Revenues are recognized when admissions and concessions sales are
received at the theatres. Film rental costs are recognized based on
the applicable box office receipts and the terms of the film licenses.
Cash and Equivalents
Cash and equivalents consists of cash on hand and temporary cash
investments with original maturities of less than thirty days.
Investments
Effective April 1, 1994, the Company adopted the provisions of
Statement of Financial Accounting Standards No. 115 ("SFAS 115"),
Accounting for Certain Investments in Debt and Equity Securities.Upon
adoption, the Company classified its debt and equity securities as
available for sale which did not have a material impact to the
consolidated financial statements. In accordance with SFAS 115, prior
years financial statements have not been restated to reflect the change
in accounting method.
As of March 30, 1995, investments in available for sale debt
securities are carried at amortized cost which approximates market
value due to the short-term nature of the securities. As of March 31,
1994, investments in equity securities were stated at the lower of
aggregate cost or market, while investments in marketable debt
securities were carried at amortized cost, which approximates market
value.
For purposes of determining gross realized gains and losses, the
cost of securities sold is determined upon specific identification.
Concentration of Credit Risk
The Company invests excess cash in deposits with major banks and
in high quality short-term liquid money instruments. Such investments
are made only in instruments issued or enhanced by high quality
financial institutions (investment grade or better). Amounts invested
in a single institution are limited to minimize risk.
Refundable Construction Advances
Included in receivables as of March 30, 1995, and March 31, 1994,
is $1,723,000 and $1,541,000, respectively, advanced to developers to
fund a portion of the construction costs of new theatres that are to
be operated by AMC pursuant to lease agreements. These advances are
refunded by the developers either during or shortly after completion
of construction.
Property
Property is recorded at cost. The Company uses the straight-line
method in computing depreciation and amortization for financial
reporting purposes and accelerated methods, with respect to certain
assets, for income tax purposes. The estimated useful lives are
generally as follows:
Buildings and improvements 20 to 40 years
Leasehold improvements 5 to 25 years
Furniture, fixtures and equipment 3 to 10 years
Expenditures for additions (including interest during
construction), major renewals and betterments are capitalized, and
expenditures for maintenance and repairs are charged to expense as
incurred. The cost of assets retired or otherwise disposed of and the
related accumulated depreciation are eliminated from the accounts in
the year of disposal. Gains or losses resulting from property
disposals are credited or charged to operations currently.
Intangible Assets
Intangible assets are comprised of lease rights, which are amounts
assigned to theatre leases assumed under favorable terms, and location
premiums on acquired theatres which are being amortized on a
straight-line basis over the estimated remaining useful life of the
theatre.
Effective December 30, 1994, the Company reduced the estimated
lives of lease rights and location premiums on certain smaller theatres
to correspond to the base term of the theatre lease. This change in
accounting estimate was made to better match the estimated life of the
intangible assets with the life of the theatre due to the Company's
strategic plans to primarily own and operate larger theatres. The
effect of this change in estimate was to increase amortization expense
in 1995 by $1,542,000 and decrease net earnings by $876,000, or $. 05
per common share. Accumulated amortization on intangible assets as of
March 30, 1995, and March 31, 1994, was $29,960,000 and $26,144,000,
respectively.
Other Long-Term Assets
Other long-term assets are comprised principally of costs
incurred in connection with the issuance of debt securities which are
being amortized over the respective life of the issue on the effective
interest method; investments in partnerships and corporate joint
ventures accounted for under the equity method; and deferred preopening
costs relating to new theatres which are being amortized over two
years.
Income Taxes
Income taxes are calculated in accordance with Statement of
Financial Accounting Standards No. 109 ("SFAS 109"), Accounting for
Income Taxes. The statement requires that deferred income taxes
reflect the impact of temporary differences between the amount of
assets and liabilities for financial reporting purposes and such
amounts as measured by tax laws and regulations.
The Company, pursuant to a tax sharing agreement, joined with DI
in filing a consolidated federal income tax return through March 3,
1994. Upon issuance of the Cumulative Convertible Preferred Stock, DI
no longer owns the requisite 80% of the Company. The Company has
filed a separate consolidated federal income tax return after that
date. The provisions of the tax sharing agreement will remain
effective for any changes to taxable income for years covered under
such agreement. Prior to March 3, 1994, the Company's provision for
income tax expense was computed as if it filed a separate consolidated
return.
Earnings per Share
Primary earnings per share is computed by dividing net earnings
for common shares by the sum of the weighted average number of common
shares outstanding and outstanding stock options, when their effect is
dilutive. The average shares used in the computations were 16,593,000
in 1995, 16,521,000 in 1994 and 16,217,000 in 1993. On a fully diluted
basis, both net earnings and shares outstanding are adjusted to assume
the conversion of Cumulative Convertible Preferred Stock, if diluted.
The average shares used in the computations were 23,509,000 in 1995,
16,550,000 in 1994 and 16,217,000 in 1993.
Presentation
Certain amounts have been reclassified from prior period
consolidated financial statements to conform with the current year
presentation.
NOTE 2 - ACQUISITION
Prior to May 28, 1993, Exhibition Enterprises Partnership ("EEP"
or the "Partnership") was a partnership jointly owned by a subsidiary
of AMC and TPI Entertainment, Inc. ("TPIE"), a wholly-owned subsidiary
of TPI Enterprises, Inc. ("TPI"). On April 19, 1991, the Partnership
acquired the ownership interest in 57 movie theatres (56 theatres
previously purchased by TPIE from AMC in 1989 and 1990 and 1 theatre
constructed by TPIE), subject to obligations under notes, loans and
capital leases. From inception through April 1, 1993, the Company
accounted for its 50% ownership of EEP on the equity method.
On May 28, 1993, the Company acquired TPIE's 50% ownership in EEP
for $17,500,000 in cash. The acquisition also required the repayment
of $37,000,000 in EEP bank indebtedness which was funded by borrowings
under a revolving line of credit of $30,000,000 together with cash on
hand. The acquisition was accounted for under the purchase method of
accounting and EEP was consolidated, for financial reporting purposes,
as a wholly-owned subsidiary. The unamortized deferred gain arising
from the 1989 and 1990 sales of theatres to TPIE ($26,992,000) was
applied as a reduction to the carrying value of the EEP assets. On a
pro forma basis, the effect of the acquisition on the Company's 1993
results would have been an increase in earnings of approximately
$116,000. Presented below is selected unaudited pro forma operating
statement data of the Company for the fifty-two weeks ended March 31,
1994, and April 1, 1993, assuming the acquisition occurred at the
beginning of the respective year (in thousands):
Pro Forma (Unaudited)
1994 1993
Total revenues $587,453 $543,340
Cost of operations 449,131 426,012
Depreciation and amortization 37,722 38,597
General and administrative 39,492 36,915
Estimated loss on future dispositions - 2,500
Operating income 61,108 39,316
Interest expense 36,305 35,969
Investment income 996 325
Gain on disposition of assets 296 9,590
Income tax provision 11,700 5,400
Earnings before extraordinary item 14,395 7,862
Extraordinary item - (6,483)
Net earnings $14,395 $ 1,379
Earnings per share $.84 $.07
For 1994, the Company accounted for its investment in EEP on a
consolidated basis by including EEP's assets and liabilities, as
adjusted for the purchase, in the Consolidated Balance Sheet, and by
including EEP's revenues and expenses in the Consolidated Statement of
Operations beginning April 2, 1993. One-half of the Partnership's net
loss for the period April 2, 1993, through May 27, 1993, attributable
to TPIE ($1,599,000) has been recorded as minority interest in the
Consolidated Statements of Operations.
NOTE 3 - INVESTMENTS
Investments as of March 30, 1995, consist of U.S. Treasury
obligations with contractual maturities within one year. The carrying
value of these investments approximates fair value, and therefore,
there are no unrealized gains or losses.
Proceeds and gross realized gains from the sales in 1995 of equity
securities classified as other long-term assets as of March 31, 1994,
were $11,689,000 and $1,407,000, respectively.
Securities classified as investments as of March 31, 1994, consist
of U.S. Treasury obligations and a certificate of deposit of
$109,150,000 and $10,000,000, respectively. The carrying value of
these investments approximates fair value, and therefore, there are no
unrealized gains or losses. Included in other long-term assets as of
March 31, 1994, is $10,282,000 of equity securities. Gross unrealized
gains on these securities were $419,000.
NOTE 4 - PROPERTY
A summary of property is as follows (in thousands):
1995 1994
Property owned:
Land $ 30,112 $ 20,239
Buildings and improvements 105,370 86,177
Furniture, fixtures and equipment 173,328 160,944
Leasehold improvements 122,276 116,496
431,086 383,856
Less - accumulated depreciation
and amortization 192,204 174,229
238,882 209,627
Property leased under capitalized leases:
Buildings 69,723 68,162
Less - accumulated amortization 28,701 24,928
41,022 43,234
Net Property $279,904 $252,861
Included in property is $26,104,000 and $2,771,000 of construction
in progress as of March 30, 1995, and March 31, 1994, respectively.
NOTE 5 - OTHER ASSETS AND LIABILITIES
Other assets and liabilities consist of the following (in
thousands):
1995 1994
Other current assets:
Prepaid rent $ 5,974 $ 5,811
Prepaid income taxes 515 -
Deferred income taxes 3,330 3,414
Other 2,250 2,350
$12,069 $11,575
Other long-term assets:
Investments in equity securities $ - $10,282
Investments in real estate 4,277 4,001
Investments in partnerships and
corporate joint ventures 1,327 839
Deferred charges, net 6,991 7,630
Deferred income taxes 23,055 1,686
Other 2,656 2,333
$ 38,306 $ 26,771
Accrued expenses and other liabilities:
Taxes other than income $ 5,860 $ 5,694
Interest 3,893 3,961
Payroll and vacation 9,087 11,016
Casualty claims and premiums 2,268 1,593
Current income taxes payable - 2,318
Deferred income 10,070 10,268
Other 2,616 7,594
$ 33,794 $42,444
NOTE 6 - BORROWINGS AND CAPITAL LEASE OBLIGATIONS
Debt Securities
As part of a recapitalization plan, on August 12, 1992, AMCE
issued $200 million of debt securities consisting of $100 million of
11-7/8% Senior Notes, due August 1, 2000, priced at 99.36 to yield 12%,
and $100 million of 12-5/8% Senior Subordinated Notes, due August 1,
2002, priced at 99.294 to yield 12-3/4%.
The net proceeds from the offering of the debt securities,
together with cash on hand, were used as follows: (i) to redeem all of
the AMCE 13.6% Debentures at an aggregate price of $52,720,000
(representing 105.44% of the principal amount thereof), plus accrued
and unpaid interest thereon; (ii) to redeem all of the AMCE 11-7/8%
Debentures at an aggregate price of $78,563,000 (representing 104.75%
of the principal amount thereof), plus accrued and unpaid interest
thereon; (iii) to repay all of AMC's outstanding indebtedness under a
credit facility ($36,000,000 in aggregate principal amount outstanding
on August 12, 1992); (iv) to redeem all of AMCE's outstanding shares of
Cumulative Preferred Stock 14% Series of 1988 at an aggregate price of
approximately $7,531,000 (representing the liquidation preference value
thereof, plus accrued and unpaid dividends thereon); and (v) to pay a
special cash dividend of approximately $18,550,000 in the aggregate
($1.14 per share) in respect of the Common Stock and the Class B Stock
on a pro rata basis.
The terms of the Indentures respecting the Senior and Senior
Subordinated Notes issued in the recapitalization restrict the
Company's ability to pay cash dividends by requiring that such
dividends and other "restricted payments" generally not exceed the sum
of certain capital contributions and sales of capital stock received
after August 12, 1992, plus 25% of cash flow (or, if such cash flow is
a negative number, minus 100% of such deficit) from such date. The
debt securities are unsecured and unconditionally guaranteed by AMC and
significant subsidiaries. The Indentures provide conditions and
limitations upon the sale of assets, change in control, permitted
investments, additional indebtedness and other limitations. After
August 1, 1997, the Company may redeem the debt securities at various
call premiums as specified in the Indentures. As of March 30, 1995,
the Company was in compliance with all financial covenants relating to
the Indentures for the Senior and Senior Subordinated Notes.
The discounts on the debt securities are being amortized to
interest expense following the interest method of amortization. Costs
related to the issuance of the debt securities were capitalized and are
charged to amortization expense, following the interest method, over
the life of the respective securities. Unamortized issuance costs of
$6,201,000 and $6,796,000 as of March 30, 1995, and 1994, respectively,
are included in other long-term assets.
Premiums paid to redeem the debentures together with the write-off
of unamortized debt issue costs and other costs directly related to the
debt redemptions resulted in an extraordinary loss in 1993 of
$6,483,000 ($.40 per share), net of income tax benefit of $3,800,000.
Line of Credit
In connection with the recapitalization, effective August 10,
1992, AMC entered into a three year loan agreement with two banks to
provide a revolving line of credit of up to $40,000,000 for working
capital and other general corporate purposes (the "Credit Facility").
Effective June 14, 1994, the Credit Facility was amended and restated.
The new loan agreement modified the financial covenant requirements and
extended the due date of the Credit Facility to March 30, 1997. Under
the loan agreement, the Company has the option to borrow at rates based
on either the bank's base rate or LIBOR and is required to pay an
annual commitment fee based on margin ratios that could result in a
rate between 1/4 and 1/2 of 1% on the unused amount of the commitment.
As of March 30, 1995, AMC had no borrowings under the Credit Facility
and could borrow up to $40,000,000 as provided in the loan agreement.
The Credit Facility includes several financial covenants. The
Company is required to maintain a maximum net indebtedness to
consolidated earnings before interest, taxes, depreciation and
amortization ("EBITDA") ratio of 4.50 to 1 and a minimum fixed charge
coverage ratio of 1.40 to 1. In addition, the Credit Facility (i)
generally limits the company's capital expenditures to $100,000,000 per
year reduced by the amount of investments made during such year in any
entity which is not a guarantor of the Credit Facility, and (ii)
generally limits investments in entities which are not guarantors of
the Credit Facility, or which do not become wholly-owned subsidiaries
of AMC as a result of the investment, to $100,000,000 in the aggregate,
plus the greater of 25% of free cash flow or 50% of consolidated net
income (minus 100% of consolidated net income if negative), as defined
in the Credit Facility. As of March 30, 1995, the Company was in
compliance with all financial covenants relating to the Credit
Facility.
The Credit Facility permits the Company to pay dividends as long
as the amount of dividends and other restricted payments in any four
consecutive fiscal quarters (a "Relevant Period") is less than the
amount by which consolidated EBITDA exceeds the product of 1.4 times
fixed charges for the four consecutive fiscal quarters ended
immediately before the Relevant Period, as defined in the Credit
Facility. As of March 30, 1995, after deducting preferred dividends
declared on the Cumulative Convertible Preferred Stock, the most
restrictive covenant in the Credit Facility would allow the Company to
pay a cash dividend of approximately $38,571,000.
Summary of Borrowings
The Company is obligated under notes, capital leases and other
indebtedness as follows (in thousands):
Due in
Rates of Maturity Fiscal Totals
Interest Dates 1996 1995 1994
Senior Debt
Senior notes 11.875% August, 2000 $- $ 99,510 $ 99,449
Capital lease
obligations 7.25% Serially 2,477 67,282 68,039
to 20% to 2025
Other indebtedness Various Various 39 1,306 1,340
Total senior debt 2,516 168,098 168,828
Subordinated Debt
Senior subordinated
notes 12.625% August, 2002 - 99,406 99,360
Total borrowings $ 2,516 $267,504 $268,188
Minimum annual payments required under existing capital lease
obligations, net present value thereof, and maturities of total
indebtedness as of March 30, 1995, are as follows (in thousands):
Capital Lease Obligations
Minimum Net
Lease Less Present Other
Payments Interest Value Indebtedness Total
1996 $ 13,527 $ 11,050 $ 2,477 $39 $2,516
1997 13,531 10,575 2,956 44 3,000
1998 13,643 9,990 3,653 50 3,703
1999 13,648 9,275 4,373 57 4,430
2000 13,014 8,477 4,537 64 4,601
Thereafter 97,394 48,108 49,286 199,968 249,254
Total $164,757 $ 97,475 $ 67,282 $200,222 $267,504
NOTE 7 - STOCKHOLDERS' EQUITY
Common Stock
Holders of the Company's stock have no pre-emptive or subscription
rights and there are no restrictions with respect to transferability.
Holders of the Common Stock have no conversion rights, but holders of
Class B Stock may elect to convert at any time on a share-for-share
basis into Common Stock.
The authorized Common Stock of AMCE consists of two classes of
stock. Each holder of Common Stock (66 2/3 par value; 45,000,000
shares authorized) is entitled to one vote per share, and each holder
of Class B Stock (66 2/3 par value; 30,000,000 shares authorized) is
entitled to 10 votes per share. Common stockholders voting as a class
are presently entitled to elect two of the six members of AMCE's Board
of Directors with Class B stockholders electing the remainder.
Cumulative Convertible Preferred Stock
The Company has authorized 10,000,000 shares of Cumulative
Convertible Preferred Stock (66 2/3 par value) (the "Convertible
Preferred"). Dividends are payable quarterly at an annual rate of
$1.75 per share. The Convertible Preferred has preference in
liquidation in the amount of $25 per share plus accrued and unpaid
dividends. The Convertible Preferred is convertible at the option of
the holder into shares of Common Stock at a conversion price of $14.50
per share of Common Stock, subject to change in certain events. In
lieu of conversion the Company may, at its option, pay to the holder
cash equal to the then market value of the Common Stock. After March
15, 1997, the Company may redeem in whole or in part the Convertible
Preferred at a redemption price beginning at $26.00 per share,
declining ratably to $25.00 per share after March 15, 2001.
On June 23, 1988, the Company sold to DI twenty-five shares of
Cumulative Preferred Stock 14% Series of 1988 (the "1988 Preferred
Stock"), at a purchase price of $1,000,000 per share. On February 24,
1989, the Company redeemed twenty shares of the 1988 Preferred Stock
owned by DI in the amount of $20,000,000. On August 12, 1992, the
Company redeemed the remaining five shares of the 1988 Preferred Stock
owned by DI in the amount of $7,531,000, including accrued and unpaid
dividends.
Stock Option and Incentive Plans
1983 Plan
In June 1983, AMCE adopted a stock option plan (the "1983 Plan")
for selected employees. This plan provided for the grant of rights to
purchase shares of Common stock under both incentive and non-incentive
stock option agreements. The number of shares which could be sold
under the plan could not exceed 750,000 shares. The 1983 Plan provided
that the exercise price may not be less than the fair market value of
the stock at the date of grant and unexercised options expire no later
than ten years after date of grant. Pursuant to the terms of the 1983
Plan, no further options may be granted under this plan.
1984 Plan
In September 1984, AMCE adopted a non-qualified stock option plan
(the "1984 Plan"). This plan provided for the grant of rights to
purchase shares of Common stock under non-qualified stock option
agreements. The number of shares which could be sold under the plan
could not exceed 750,000 shares. The 1984 Plan provided that the
exercise price will be determined by the Company's Stock Option
Committee and that the options expire no later than ten years after
date of grant. Pursuant to the terms of the 1984 Plan, no further
options may be granted under this plan.
1994 Plan
In November 1994, AMCE adopted a stock option and incentive plan
(the "1994 Plan"). This plan provides for three basic types of awards:
(i) grants of stock options which are either incentive or non-qualified
stock options, (ii) grants of stock awards, which are either
performance or restricted stock awards, and (iii) performance unit
awards. The number of shares of Common Stock which may be sold or
granted under the plan may not exceed 1,000,000 shares. The 1994 Plan
provides that the exercise price for stock options may not be less than
the fair market value of the stock at the date of grant and unexercised
options expire no later than ten years after date of grant.
Pertinent information relating to stock options is as follows:
1995 1994
Number Option Price Number Option Price
of Shares Per Share of Shares Per Share
Outstanding at beginning
of year 813,300 $4.67-$11.13 242,750 $4.67-$11.13
Granted 36,500 $11.75 725,000 $9.25-$9.375
Cancelled (33,750) $9.375 -
Exercised (39,550) $4.67-$9.375 (154,450) $4.67-$9.00
Outstanding at end
of year 776,500 $9.25-$11.75 813,300 $4.67-$11.13
Exercisable at
end of year 230,000 $9.25-$11.75 88,300
$4.67-$11.13
Available for grant
at end of year 817,500 252,529
Expiration dates for outstanding stock options as of March 30, 1995,
are as follows:
Option Price
Fiscal year Number of Shares Per Share
1996 60,000 $11.13
2004 680,000 9.25-9.375
2005 36,500 11.75
Total options outstanding 776,500
NOTE 8 - INCOME TAXES
Income taxes reflected in the Consolidated Statements of Operations
for the three years ended March 30, 1995, are as follows (in thousands):
1995 1994 1993
Current:
Federal $ 7,738 $ 13,977 $ 2,077
State 4,547 2,146 600
Total current 12,285 16,123 2,677
Deferred:
Federal (1,238) (5,203) (3,838)
State (255) (1,071) (814)
Change in valuation allowance (19,792) 2,251 3,575
Total deferred (21,285) (4,023) (1,077)
Total provision (9,000)
12,100 1,600
Tax benefit of extraordinary item
- extinguishment of debt - - 3,800
Total provision before
extraordinary items $(9,000) $12,100 $5,400
The effective tax rate on income before extraordinary items was
(36.0%), 44.1% and 41.1% in 1995, 1994 and 1993, respectively. The
difference between the effective rate and the U.S. federal income tax
statutory rate of 35% in 1995 and 1994 and 34% in 1993 is accounted for as
follows (in thousands):
1995 1994 1993
Tax on earnings before provision for income
tax and extraordinary items at
statutory rates $ 8,742 $ 9,594 $ 4,470
Add (subtract) tax effect of:
Installment sale - - 463
State income taxes, net of
federal tax benefit 2,973 699 600
Change in valuation allowance (19,792) 2,251 (225)
Other, net (923) (444) 92
Income tax provision before
extraordinary items $(9,000) $12,100 $5,400
The significant components of deferred income tax assets and
liabilities as of March 30, 1995, and March 31, 1994, are as follows (in
thousands):
1995 1994
Deferred Income Tax Deferred Income Tax
Assets Liabilities Assets Liabilities
Accrued reserves and
liabilities $ 5,775 $ 297 $ 4,358 $ -
Investments in partnerships - 456 - 251
Capital leases 10,767 - 10,079 -
Deferred gains on
installment sales - 31 - 31
Depreciation 6,797 - 5,298 -
Deferred rents 4,287 - 3,753 -
Tax credits carryforward - - 1,653 -
Other 240 697 467 434
Total 27,866 1,481 25,608 716
Less: Valuation allowance - - 19,792 -
Net 27,866 1,481 5,816 716
Less: Current deferred
income taxes 3,952 622 3,414 -
Total noncurrent deferred
income taxes $23,914 $ 859 $ 2,402 $ 716
Net noncurrent deferred
income taxes $23,055 $ 1,686
SFAS 109 requires that a valuation allowance be provided against
deferred tax assets if, based on the weight of available evidence, it is
more likely than not that some or all of the deferred tax assets will not
be realized. As of March 31, 1994, and April 1, 1993, management believed
it was more likely than not that certain deferred tax assets related to tax
credit carryforwards and certain future deductible amounts would not be
realized due to uncertainties as to the timing and amounts of future
taxable income. Accordingly, valuation allowances of $19,792,000 and
$17,541,000, respectively, were established. Based upon positive earnings
in recent years and the expectation that taxable income will continue for
the foreseeable future, management believes it is more likely than not that
the Company will realize its deferred tax assets and, accordingly, no
valuation allowance has been provided as of March 30, 1995.
NOTE 9 - LEASES
The majority of the Company's operations are conducted in premises
occupied under lease agreements with base terms ranging generally from 15
to 25 years, with certain leases containing options to extend the leases
for up to an additional 20 years. The leases provide for fixed rentals
and/or rentals based on revenues with a guaranteed minimum. The Company
also leases certain equipment under leases expiring at various dates. The
majority of the leases provide that the Company will pay all, or
substantially all, taxes, maintenance, insurance and certain other
operating expenses. Assets held under capital leases are included in
property. Performance under some leases has been guaranteed by DI.
The Company has entered into agreements to lease space for the
operation of theatres not yet fully constructed. Of the total number of
anticipated openings, leases for 10 new theatres with 195 screens and 42
screens at existing locations have been finalized. The scheduled
completion of construction and theatre openings are at various dates
through 1997. The estimated minimum rental payments that may be required
under the terms of these leases total approximately $302 million.
Following is a schedule, by year, of future minimum rental payments
required under these leases and existing operating leases that have
initial or remaining non-cancellable terms in excess of one year as of
March 30, 1995 (in thousands):
Fiscal year:
1996 $ 50,238
1997 59,753
1998 59,844
1999 59,202
2000 58,452
Thereafter 627,688
Total minimum payments required $915,177
The Company records rent expense on a straight-line basis over the
term of the lease. Included in long-term liabilities as of March 30,
1995, and March 31, 1994, is $10,537,000 and $9,153,000, respectively, of
deferred rent representing pro rata future minimum rental payments for
leases with scheduled rent increases.
Rent expense is summarized as follows (in thousands):
1995 1994 1993
Minimum rentals $ 58,374 $ 56,813 $ 37,466
Percentage rentals based on
revenues 1,970 1,968 1,722
Equipment rentals 647 692 778
$ 60,991 $ 59,473 $ 39,966
NOTE 10 - EMPLOYEE BENEFIT PLANS
Defined Benefit Plans
The Company sponsors a non-contributory defined benefit pension plan
covering, after a minimum of one year of employment, all employees age 21
or older, who have completed 1,000 hours of service in their first twelve
months of employment or in a calendar year and who are not covered by a
collective bargaining agreement.
The plan calls for benefits to be paid to eligible employees at
retirement based primarily upon years of credited service with the
Company (not exceeding thirty-five) and the employee's highest five year
average compensation. Contributions to the plan reflect benefits
attributed to employees' services to date, as well as services expected to
be earned in the future. Plan assets are invested in a group annuity
contract with an insurance company pursuant to which the plan's benefits
are paid to retired and terminated employees and the beneficiaries of
deceased employees.
The following table sets forth the plan's funded status as of
December 31, 1994 and 1993 (plan valuation dates) and the amounts included
in the Consolidated Balance Sheets as of March 30, 1995, and March 31,
1994 (in thousands):
1995 1994
Actuarial present value of
accumulated benefit
obligation, including vested
benefits of $7,699 and $9,788 $ 7,856 $ 10,290
Projected benefit obligation for service
rendered to date $ 12,512 $ 16,937
Plan assets at fair value (8,291) (7,729)
Projected benefit obligation in excess
of plan assets 4,221 9,208
Unrecognized net gain (loss) from past
experience
different from that assumed and effects
of changes in assumptions 1,117 (4,862)
Unrecognized net obligation upon adoption
being recognized over 15 years (1,764) (1,940)
Additional minimum liability - 155
Pension liability included in Consolidated
Balance Sheets $ 3,574 $ 2,561
Net pension expense includes the
following components (in thousands):
1995 1994 1993
[S]
Service cost $ 1,261 $ 1,157 $936
Interest cost 971 852 714
Actual return on plan assets 55 (864) (471)
Net amortization and deferral (190) 698 203
Net pension expense $ 2,097 $ 1,843 $ 1,382
The Company also sponsors a non-contributory supplemental executive
retirement plan (the "SERP") which provides certain employees additional
pension benefits. The actuarial present value of accumulated plan benefits
related to the SERP was $224,000 as of March 30, 1995, which is reflected
in the Consolidated Balance Sheet.
The weighted average discount rate used to measure the plans'
projected benefit obligation was 7.75%, 5.75% and 6.5% for 1995, 1994 and
1993, respectively. The rate of increase in future compensation levels was
6.0% for 1995 and 6.5% for 1994 and 1993 and the expected long-term rate of
return on assets was 8.5% for 1995 and 1994 and 8.0% for 1993.
A limited number of employees are covered by collective bargaining
agreements under which payments are made to a union-administered fund.
401(k) Plan
The Company sponsors a voluntary thrift savings plan covering the same
employees eligible for the pension plan. Since inception of the savings
plan, the Company has matched 50% of each eligible employee's elective
contributions, limited to 3% of the employee's salary.
The Company's expense under the thrift savings plan was $1,015,000,
$907,000 and $777,000 for 1995, 1994 and 1993, respectively.
Other Retirement Benefits
The Company currently offers eligible retirees the opportunity to
participate in a health plan (medical and dental) and a life insurance
plan. Substantially all employees may become eligible for these benefits
provided that the employee must be at least 55 years of age and have 15
years of credited service at retirement. The health plan is contributory,
with retiree contributions adjusted annually; the life insurance plan is
noncontributory. The accounting for the health plan anticipates future
modifications to the cost-sharing provisions to provide for retiree
premium contributions of approximately 20% of total premiums, increases in
deductibles and co-insurance at the medical inflation rate and
coordination with Medicare.
Retiree health and life insurance plans are not funded. The Company
is amortizing the transition obligation on the straight-line method over a
period of 20 years.
The following table sets forth the plans' accumulated postretirement
benefit obligation reconciled with the amounts included in the
Consolidated Balance Sheets as of March 30, 1995, and March 31, 1994 (in
thousands):
1995 1994
Accumulated postretirement benefit obligation:
Retirees $ 791 $ 869
Fully eligible active plan participants 332 339
Other active plan participants 1,397 1,243
Accumulated postretirement benefit obligation 2,520 2,451
Unrecognized net obligation upon adoption being
recognized over 20 years (797) (847)
Unrecognized loss (521) (824)
Postretirement benefit liability included in
the Consolidated Balance Sheets $ 1,202 $780
Postretirement expense includes the following components (in
thousands):
1995 1994 1993
Service cost $ 188 $ 175 $ 138
Interest cost 202 169 91
Net amortization and deferral 66 94 49
Postretirement expense $ 456 $ 438 $278
For measurement purposes, the annual rate of increase in the per
capita cost of covered health care benefits assumed for 1995 was 9.0% for
medical and 6.25% for dental. The rates were assumed to decrease
gradually to 5% for medical and 3% for dental at 2020 and remain at that
level thereafter. The health care cost trend rate assumption has a
significant effect on the amounts reported. Increasing the assumed health
care cost trend rates by one percentage point in each year would increase
the accumulated postretirement benefit obligation as of March 30, 1995, by
$910,000 and the aggregate of the service and interest cost components of
postretirement expense for 1995 by $170,000. The weighted-average discount
rate used in determining the accumulated postretirement benefit obligation
was 7.75%, 7.25% and 8.5% for 1995, 1994 and 1993, respectively.
NOTE 11 - CONTINGENCIES
The Company, in the normal course of business, is party to various
legal actions. Management believes that the potential exposure, if any,
from such matters would not have a material adverse effect on the financial
condition or results of operations of the Company.
NOTE 12 - FUTURE DISPOSITION OF ASSETS
The Company has provided reserves for estimated losses from
discontinuing the operation of fast food restaurants, for theatres which
have been or are expected to be closed and for other future dispositions of
assets.
In conjunction with the opening of certain new theatres in fiscal 1986
through 1988, the Company expanded its food services by leasing additional
space adjacent to those theatres to operate specialty fast food
restaurants. The Company discontinued operating the restaurants due to
unprofitability. The Company continues to sub-lease or to convert to
other uses the space leased for these restaurants.The Company is obligated
under long-term lease commitments with remaining terms of up to thirteen
years. As of March 30, 1995, the base rents aggregate approximately
$875,000 annually, and $9,120,000 over the remaining term of the leases.
As of March 30, 1995, the Company has subleased approximately 83% of the
space with remaining terms ranging from three months to 152 months.
Non-cancellable subleases currently aggregate approximately $697,000
annually, and $2,903,000 over the remaining term of the subleases.
As of March 30, 1995, the Company remains obligated under lease
commitments for three closed theatres and for a closed office with
remaining terms of up to six years. The current leasing costs of these
closed locations approximates $389,000 annually, and $1,216,000 over the
remaining term of the leases. Non-cancellable subleases currently
aggregate approximately $172,000 annually, and $398,000 over the remaining
term of the subleases.
NOTE 13 - TRANSACTIONS WITH RELATED PARTIES
The Company and DI maintain intercompany accounts. Charges to the
intercompany accounts include the allocation of AMC general and
administrative expense and payments made by AMC on behalf of DI. As of
March 30, 1995, the Company owed DI and non-AMCE subsidiaries $37,000. As
of March 31, 1994, DI and non-AMCE subsidiaries owed the Company $85,000.
NOTE 14 - FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used to estimate the fair
value of each class of financial instruments for which it was practicable
to estimate that value.
The carrying value of cash and equivalents and investments in debt
securities approximates fair value because of the short duration of those
instruments. The fair value of the investment in TPI Enterprises, Inc. was
based on the lower of the quoted market price of the common stock or the
exercise price specified in a purchase option agreement. The fair value of
stock investments and publicly held corporate borrowings was based upon
quoted market prices. For other corporate borrowings, the fair value was
based upon rates available to the Company from bank loan agreements or
rates based upon the estimated premium over U.S. treasury notes with
similar average maturities.
The estimated fair values of the Company's financial instruments are
as follows (in thousands):
1995 1994
Carrying Fair Carrying Fair
Amount Value Amount Value
Financial assets:
Cash and equivalents $ 71,233 $ 71,233 $ 32,319 $ 32,319
Investments 69,144 69,144 119,150 119,150
Investment in TPI
Enterprises, Inc. - - 8,682 8,851
Stock investments - - 1,600 1,850
Financial liabilities:
Corporate borrowings $200,222 $215,952 $200,149 $228,619
AMC ENTERTAINMENT INC. AND SUBSIDIARIES
STATEMENTS OF OPERATIONS BY QUARTER
(in thousands, except per share amounts)
(UNAUDITED)
06/30/94 07/01/93 09/29/94 09/30/93 12/29/94 12/30/93 03/30/95 03/31/94 1995 1994
Total revenues $128,481 $140,619 $164,591 $174,750 $142,625 $132,589 $128,967 $139,495 $564,664 $587,453
Total cost of
operations 101,435 110,142 125,839 131,749 108,001 103,497 100,640 103,789 435,915 449,177
Depreciation and
amortization<1> 8,360 9,824 9,801 9,598 8,977 9,729 10,775 8,897 37,913 38,048
General and
administrative
expenses 9,620 8,315 9,983 10,134 9,777 9,508 10,427 11,535 39,807 39,492
Operating income 9,066 12,338 18,968 23,269 15,870 9,855 7,125 15,274 51,029 60,736
Interest expense 8,960 9,486 9,321 9,029 8,931 9,101 8,696 8,759 35,908 36,375
Investment income
(loss) 2,563 596 2,954 438 2,064 619 2,432 (497) 10,013 1,156
Minority interest - 1,599 - - - - - - - 1,599
Gain (loss) on
disposition
of assets 2 (57) (77) (21) (4) (1) (77) 375 (156) 296
Earnings before
income taxes 2,671 4,990 12,524 14,657 8,999 1,372 784 6,393 24,978 27,412
Income tax
provision<2> 1,100 1,900 5,100 6,000 3,600 600 (18,800) 3,600 (9,000) 12,100
Net earnings $ 1,571 $ 3,090 $ 7,424 $ 8,657 $ 5,399 $772 $ 19,584 $ 2,793 $ 33,978 $ 15,312
Preferred
dividends 1,750 - 1,750 - 1,750 - 1,750 538 7,000 538
Net earnings
(loss) for common
shares $ (179) $ 3,090 $ 5,674 $ 8,657 $3,649 $772 $ 17,834 $ 2,255
$26,978 $14,774
Earnings (loss) per share:
Primary $ (.01) $.19 $.34 $.52 $ .22 $ .05 $ 1.07 $ .14 $ 1.63
$ .89
Fully diluted $ (.01) $.19 $.32 $.52 $ .22 $.05 $.83 $ .14 $ 1.45
$ .89
(1) During the fourth quarter of 1995, the Company reduced the
estimated lives of lease rights and location premiums on certain
smaller theatres to correspond to the base term of the theatre
lease. This change in accounting estimate resulted in an increase
in amortization expense of $1,542.
(2) During the fourth quarter of 1995, the Company reduced the
deferred tax asset valuation allowance established under Statement
of Financial Accounting Standards No. 109, Accounting for Income
Taxes. Based on the Company's positive earnings in recent years and
the expectation of continued earnings, management believes
uncertainty was removed with respect to the realization of deferred
tax assets. Accordingly, the valuation allowance was reduced.
AMC ENTERTAINMENT INC. AND SUBSIDIARIES
SELECTED FINANCIAL DATA
(dollars in thousands, except per share data)
(unaudited)
03/30/95(1) 03/31/94(1) 04/01/93 04/02/92(3) 03/28/91
STATEMENT OF OPERATIONS DATA:
Total revenues $564,664 $587,453 $404,465 $406,964 $446,351
Total cost of operations 435,915 449,177 310,835 325,901 358,770
Depreciation and amortization 37,913 38,048 28,175 31,385 32,572
General and administrative expenses39,807 39,492 36,285 37,885 34,532
Estimated loss on future disposition
of assets - - 2,500 3,000 2,100
Operating income 51,029 60,736 26,670 8,793 18,377
Interest expense 35,908 36,375 31,401 30,035 35,940
Investment income 10,013 1,156 8,239 8,502 13,441
Minority interest - 1,599 - - -
Gain (loss) on disposition of assets (156) 296 9,638 8,721 6,649
Earnings (loss) before income taxes
and extraordinary item 24,978 27,412 13,146 (4,019) 2,527
Income tax provision (9,000) 12,100 5,400 1,500 1,960
Earnings (loss) before extraordinary
items 33,978 15,312 7,746 (5,519) 567
Extraordinary items - - (6,483) - 500
Net earnings (loss) $ 33,978 $ 15,312 $ 1,263 $ (5,519) $ 1,067
Preferred dividends 7,000 538 256 700 700
Net earnings (loss) for common shares $ 26,978 $ 14,774 $ 1,007 $ (6,219) $ 367
Earnings (loss) per share $ 1.63 $.89 $ .06(2) $ (.39) $ .02(4)
Common dividends per share $- $ - $ 1.14 $ - $
Weighted average number of shares
outstanding 16,593 16,521 16,217 16,088 16,129
BALANCE SHEET DATA:
Cash, equivalents and investments $140,377 $151,469 $ 50,106 $ 36,823 $ 46,554
Total debt (including capitalized
lease obligations) 267,504 268,188 255,302 240,231 263,160
Stockholders' equity 157,388 130,404 18,171 39,869 46,088
Total assets 522,154 501,276 374,102 377,699 439,488
OTHER FINANCIAL DATA:
EBITDA $ 88,942 $ 98,784 $ 57,345 $ 43,178 $ 53,049
Capital expenditures 56,403 10,651 8,786 21,045 20,227
(1) Fiscal 1995 and 1994 include the effects from the acquisition
of Exhibition Enterprises Partnership on May 28, 1993.
(2) Fiscal 1993 includes a $6,483 extraordinary loss equal to $.40
per common share.
(3) Fiscal 1992 includes 53 weeks.
(4) Fiscal 1991 includes a $500 extraordinary gain equal to $.03
per common share.
AMC ENTERTAINMENT INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(in thousands)
Additions
Balance at Charged to Charged to Balance at
Beginning Costs and Other End of
Description of Period Expenses Accounts Deductions Period
Year ended (52 Weeks) March 30, 1995
Allowance for doubtful
accounts $1,270 $ 744 $- $485 $1,529
Self insurance reserves 11,005 11,263 - 10,239 12,029
Reserve for future dispositions 4,711 500 - 2,384 2,827
Valuation allowance for deferred
tax assets 19,792 (19,792) - - -
Year ended (52 Weeks) March 31, 1994
Allowance for doubtful accounts $611 $633 $492(1) $466 $ 1,270
Self insurance reserves 8,163 11,760 - 8,918 11,005
Reserve for future dispositions 3,653 - 2,055(2) 997 4,711
Valuation allowance for deferred
tax assets 17,541 2,251 - - 19,792
Year ended (52 Weeks) April 1, 1993
Allowance for doubtful accounts $ 900 $ - $ - $ 289 $611
Self insurance reserves 7,526 9,012 - 8,375 8,163
Reserve for future dispositions 3,013 2,500 750(3) 2,610 3,653
Valuation allowance for
deferred tax assets - 3,575 13,966(4) - 17,541
(1) Represents a reclassification from accrued expenses and other
liabilities.
(2) Represents the amounts resulting from capital lease
adjustments and a charge from an expected loss relating to a
corporate
joint venture.
(3) Relates to a one-time charge resulting from the consolidation
of two divisions.
(4) Represents the initial valuation allowance for deferred tax
assets established upon the adoption of Statement
of Financial Accounting Statements No. 109, Accounting for Income
Taxes.
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
2. Articles of Merger dated March 31, 1994, between
American Multi-Cinema, Inc. and its wholly-owned
subsidiaries Cinema Enterprises, Inc. and Cinema
Enterprises II, Inc. and related Plan and Agreement of
Liquidation and Merger (1)
3.1. Certificate of Incorporation of AMC Entertainment Inc.
(2)
3.2. Certificate of Designations relating to $1.75
Cumulative Convertible Preferred Stock (3)
3.3. Bylaws of AMC Entertainment Inc. (2)
3.4. Articles of Incorporation, as amended, of American
Multi-Cinema, Inc. (4)
3.5. Bylaws of American Multi-Cinema, Inc. (4)
3.6. Certificate of Incorporation, as amended, of AMC
Philadelphia, Inc. (4)
3.7. Bylaws of AMC Philadelphia, Inc. (4)
3.8. Certificate of Incorporation, as amended, of AMC
Realty, Inc. (4)
3.9. Bylaws of AMC Realty, Inc. (4)
3.10. Articles of Incorporation, as amended, of Conservco,
Inc. (4)
3.11. Bylaws of Conservco, Inc. (4)
3.12. Certificate of Incorporation, as amended, of AMC Canton
Realty, Inc. (4)
3.13. Bylaws of AMC Canton Realty, Inc. (4)
3.14. Certificate of Incorporation, as amended, of Budco
Theatres, Inc. (4)
3.15. Bylaws of Budco Theatres, Inc. (4)
3.16. Articles of Incorporation of AMC Film Marketing, Inc. (5)
3.17. Bylaws of AMC Film Marketing, Inc. (5)
4.1.(a) Indenture among AMC Entertainment Inc., as issuer,
American Multi-Cinema, Inc., AMC Realty, Inc., Conservco,
Inc., AMC Canton Realty, Inc., AMC Philadelphia, Inc.,
Budco Theatres, Inc. and Concord Cinema, Inc.
(collectively "Guarantors") and United States Trust
Company of New York, as Trustee, respecting AMC
Entertainment Inc.'s 11 7/8% Senior Notes due 2000 (6)
4.1.(b) First Supplemental Indenture dated as of March 31, 1993,
pursuant to which AMC Film Marketing, Inc. became a
Guarantor (5)
4.1.(c) Fourth Supplemental Indenture dated as of March 31, 1994,
pursuant to which American Multi-Cinema, Inc. assumed the
obligations of Cinema Enterprises, Inc., Cinema
Enterprises II, Inc. and Exhibition Enterprises
Partnership under the Senior Note Indenture and related
guarantees of such entities (1)
4.2.(a) Indenture among AMC Entertainment Inc., as issuer,
American Multi-Cinema, Inc., AMC Realty, Inc., Conservco,
Inc., AMC Canton Realty, Inc., AMC Philadelphia, Inc.,
Budco Theatres, Inc. and Concord Cinema, Inc.
(collectively "Guarantors") and The Bank of New York, as
Trustee, respecting AMC Entertainment Inc.'s 12 5/8%
Senior Subordinated Notes due 2002 (6)
4.2.(b) First Supplemental Indenture dated as of March 31, 1993,
pursuant to which AMC Film Marketing, Inc. became a
Guarantor (5)
4.2.(c) Fourth Supplemental Indenture dated as of March 31, 1994,
pursuant to which American Multi-Cinema, Inc. assumed the
obligations of Cinema Enterprises, Inc., Cinema
Enterprises II, Inc. and Exhibition Enterprises
Partnership under the Senior Subordinated Note Indenture
and related guarantees of such entities (1)
4.3. First Amended and Restated Loan Agreement dated June 14,
1994,
among American Multi-Cinema, Inc., as the borrower and
AMC Entertainment Inc., as the guarantor, and the Bank of
Nova Scotia and Bank of America National Trust and
Savings Association (the "Credit Facility") (15)
4.4. Guarantee by AMC Entertainment Inc. of obligations under
the Credit Facility (6)
4.5. Significant Subsidiary Guaranty from Budco Theatres,
Inc., Concord Cinema, Inc., AMC Realty, Inc., Conservco,
Inc., AMC Canton Realty, Inc., AMC Philadelphia, Inc.,
and AMC Film Marketing, Inc. to The Bank of Nova Scotia,
Bank of America National Trust and Savings Association
and various other commercial banking institutions, as the
Banks, The Bank of Nova Scotia, as agent and Bank of
America National Trust and Savings Association as co-
arranger (15)
4.6. Subordination Agreement dated August 10, 1992, between
AMC Entertainment Inc. and The Bank of Nova Scotia (6)
4.7. In accordance with Item 601(b)(4)(iii)(A) of Regulation
S-K, certain instruments respecting long term debt of the
Registrant have been omitted but will be furnished to the
Commission upon request
10.1. AMC Entertainment Inc. 1983 Stock Option Plan (7)
10.2. Federal Income Tax Allocation Agreement dated as of July
1, 1983, between Durwood, Inc. and AMC Entertainment Inc.
(7)
10.3. AMC Entertainment Inc. 1984 Employee Stock Purchase Plan
(8)
10.4. AMC Entertainment Inc. 1984 Employee Stock Option Plan
(9)
10.5.(a) AMC Entertainment Inc. 1994 Stock Option and Incentive
Plan (the "1994 Stock Option and Incentive Plan")
(14)
*10.5.(b) Sections 22.2 and 22.3 of the 1994 Stock Option and
Incentive Plan, as amended
*10.5.(c) Sections 4, 7.2, 8.2, 9, 11.1(e), 11.1(f), 12 and
20.2 of the 1994 Stock Option and Incentive Plan, as
proposed for amendment
*10.5.(d) Performance Stock Award Agreement
*10.5.(e) Non-Qualified (NON-ISO) Stock Option Agreement
10.6. American Multi-Cinema, Inc. Savings Plan, a defined
contribution 401(k) plan, restated January 1, 1989,
as amended (4)
10.7.(a) Defined Benefit Retirement Income Plan for Certain
Employees of American Multi-Cinema, Inc. dated
January 1, 1989, as amended (4)
*10.7.(b) AMC Supplemental Executive Retirement Plan dated
January 1, 1994
10.8. Employment Agreement between American Multi-Cinema,
Inc. and Philip M. Singleton (16)
10.9. Employment Agreement between American Multi-Cinema,
Inc. and Peter C. Brown (16)
10.10. Disability Compensation Provisions respecting Stanley
H. Durwood (4)
10.11. Executive Medical Expense Reimbursement and
Supplemental Accidental Death or Dismemberment
Insurance Plan, as restated effective as of February
1, 1991 (4)
10.12. Film Marketing Incentive Plan applicable to Donald P.
Harris (4)
10.13. Division Operations Incentive Program (4)
10.14. Management Agreement dated December 30, 1986, between
AMC Philadelphia, Inc. and H. Donald Busch ("Busch")
(10)
10.15. Stockholders' Agreement dated December 30, 1986,
between AMC Philadelphia, Inc. and Busch (10)
10.16. Letter of Agreement dated November 25, 1986, between
American Multi-Cinema, Inc. and Busch (10)
10.17. Letter of Agreement dated December 30, 1986, between
American Multi-Cinema, Inc. and Busch (10)
10.18. Standstill Agreement entered into as of March 4,
1991, by and among TPI Enterprises, Inc., AMC
Entertainment Inc., American Multi-Cinema, Inc.,
Durwood, Inc., Stanley H. Durwood and Edward D.
Durwood (11)
10.19. Stock Sale Agreement dated March 4, 1991, by and
between American Multi-Cinema, Inc. and C&C
Investment Holdings, L.P. (12)
10.20.(a) Option Agreement dated March 4, 1991, by and
between American Multi-Cinema, Inc. and C&C
Investment Holdings, L.P. (the "Option Agreement")
(12)
10.20.(b) Amendment dated April 25, 1991, to Option
Agreement (4)
10.21. Real Estate Contract dated March 30, 1992, among
Philip M. Singleton, C. Suzanne Singleton and
American Multi-Cinema, Inc. (4)
10.22. Promissory Note Secured by Deed of Trust dated
January 16, 1992, made by Donald P. Harris and Susan
H. Harris payable to American Multi-Cinema, Inc. (6)
10.23. Second Mortgage dated January 16, 1992, among Donald
P. Harris, Susan H. Harris and American Multi-Cinema,
Inc. (6)
10.24. AMC Entertainment Inc. 1985 Employee Stock Purchase
Plan (11)
10.25.
Partnership Interest Purchase Agreement dated May 28,
1993, among Exhibition Enterprises Partnership, Cinema
Enterprises, Inc., Cinema Enterprises II, Inc.,
American Multi-Cinema, Inc., TPI Entertainment, Inc.
and TPI Enterprises, Inc. (5)
10.26. Mutual Release and Indemnification Agreement dated May
28, 1993, among Exhibition Enterprises Partnership,
Cinema Enterprises, Inc., American Multi-Cinema, Inc.,
TPI Entertainment, Inc. and TPI Enterprises, Inc. (5)
10.27. Assignment and Assumption Agreement between Cinema
Enterprises II, Inc. and TPI Entertainment, Inc. (5)
10.28. Confidentiality Agreement dated May 28, 1993, among
TPI Entertainment, Inc., TPI Enterprises, Inc.,
Exhibition Enterprises Partnership, Cinema
Enterprises, Inc., Cinema Enterprises II, Inc. and
American Multi-Cinema, Inc. (5)
10.29. Termination Agreement dated May 28, 1993, among TPI
Entertainment, Inc., TPI Enterprises, Inc. Exhibition
Enterprises Partnership, American Multi-Cinema, Inc.,
Cinema Enterprises, Inc., AMC Entertainment Inc.,
Durwood, Inc., Stanley H. Durwood and Edward D.
Durwood (5)
10.30. Promissory Note dated June 16, 1993, made by Thomas L.
Velde and Katherine G. Terwilliger, husband and wife,
payable to American Multi-Cinema, Inc. (5)
10.31. Second Mortgage dated June 16, 1993, among Thomas L.
Velde, Katherine G. Terwilliger and American
Multi-Cinema, Inc. (5)
10.32. Summary of American Multi-Cinema, Inc. Executive
Incentive Program (13)
10.33. AMC Non-Qualified Deferred Compensation Plans (2)
*11. Computation of Per Share Earnings
16. Letter regarding change in certifying accountant (6)
*21. Subsidiaries of AMC Entertainment Inc.
23.1. Consent of Coopers & Lybrand, L.L.P. to the use of
their independent auditors' report incorporated in
Part 8 of this annual report
23.2. Consent of Deloitte & Touche, L.L.P., to the use of
their independent auditors' report incorporated in
Part 8 of this annual report
____________________
(1) Incorporated by reference from AMCE's Form 10-K report
for fiscal year ended March 31, 1994 (File No. 0-
12429)
(2) Incorporated by reference from Amendment No. 2 to
AMCE's Registration Statement on Form S-2 (File No.
33-51693) filed February 18, 1994
(3) Incorporated by reference from AMCE's Form 8-K (File
No. 01-12429) dated April 7, 1994
(4) Incorporated by reference from AMCE's Form S-1 (File
No. 33-48586) filed June 12, 1992, as amended
(5) Incorporated by reference from AMCE's Form 10-K report
for fiscal year ended April 1, 1993 (File No.
01-12429)
(6) Incorporated by reference from AMCE's Form 10-Q (File
No. 01-12429) dated July 2, 1992
(7) Incorporated by reference from AMCE's Form S-1 (File
No. 2-84675) filed June 22, 1983
(8) Incorporated by reference from AMCE's Form S-8 (File
No. 2-97523) filed July 3, 1984
(9) Incorporated by reference from AMCE's S-8 and S-3
(File No. 2-97522) filed July 3, 1984
(10) Incorporated by reference from AMCE's From 8-K File
(No. 0-12429) dated December 30, 1986
(11) Incorporated by reference from AMCE's Form S-8 (File
No. 2-92048) filed July 3, 1985
(12) Incorporated by reference from AMCE's Form 8-K (File
No. 0-12429) dated March 4, 1991
(13) Incorporated by reference from AMCE's Registration
Statement on Form S-2 (File No. 33-51693) filed
December 23, 1993
(14) Incorporated by reference from AMCE's Registration
Statement on Form S-8 (File No. 33-58129) filed March
17, 1995
(15) Incorporated by reference from AMCE's Form 10-Q (File
No. 1-08747) dated August 8, 1994
(16) Incorporated by refernece from AMCE's Form 10-Q (File
No. 1-08747) dated November 1, 1994
* - Filed herewith
22. TAXES
22.1 No change.
22.2 Subject to the consent of the Committee,
in connection with (a) the exercise of a
Non-Qualified Stock Option or (b) satisfaction of
conditions and/or lapse of restrictions on a
Stock Award, a Grantee may make an irrevocable
election to tender back to the Company Shares
received pursuant to (a) or (b), having a Fair
Market Value sufficient to satisfy all or part of
the Company's total federal, state, local and
other tax withholding obligations associated with
the transaction. Any such election shall be
irrevocable and, except with respect to elections
incident to death, retirement, disability or
termination of employment, must be made by a
Grantee prior to the Tax Date, by delivering
written notice to the Secretary of the Company
together with such information and documents as
the Committee may prescribe. The Committee may
disapprove of any election, may suspend or
terminate the right to make elections, or may
provide with respect to any Award under this Plan
that the right to make elections shall not apply
to such Award.
22.3 If a Grantee is an officer of the Company
and is subject to the provisions of Section 16 of
the Exchange Act, then an election to have Shares
withheld and any exercise of such right are
subject to the following additional restrictions:
(a) No exercise shall be made
within six months of the grant of the Award,
unless made incident to death, retirement,
disability or termination of employment.
(b) Both the election and
exercise must be made during a Window Period,
unless made incident to death, retirement,
disability or termination of employment, or
the election must be made six months prior to
the Tax Date.
22.4 No change.
4. ELIGIBILITY
Awards may be made under the Plan to employees
who are corporate or field executives or senior
managers, including executive officers of the
Company and its Subsidiaries, and other managers,
including field and theatre managers. Officers
shall be employees for this purpose, whether or
not they also are Directors. A Director who is
not an employee shall not be eligible to receive
an Award. Awards may be made to eligible
employees whether or not they have received prior
Awards under the Plan or under any previously
adopted plan, and whether or not they are
participants in other benefit plans of the
Company, AMC or any other Subsidiary.
7. STOCK AWARDS
7.2 Subject to provisions of the Plan
permitting acceleration, the receipt of Shares
under Stock Awards granted to persons subject to
Section 16 of the Exchange Act will be
conditioned on the attainment during a
performance period of performance goals
established by the Committee based on criterion
described in Section 9.
8. PERFORMANCE UNITS
8.2 Amounts payable under a Performance
Unit may be payable at a specified date or dates
or upon attaining performance conditions.
Subject to provisions of the Plan permitting
acceleration, a Performance Unit granted to
persons subject to Section 16 of the Exchange Act
will be conditioned on the attainment during a
performance period of performance goals
established by the Committee based on criteria
described in Section 9.
9. PERFORMANCE GOALS
Performance Stock and Performance Unit Awards made to
persons subject to Section 16 of the Exchange Act shall
be based on performance goals established by the
Committee not later than 90 days after the start of a
performance period of 12 months duration or longer with
respect to which such an Award is made.The Committee may
not increase the compensation payable under an Award
that is otherwise due upon attainment of a performance
goal. The Committee shall certify that the performance
goals have been achieved before payment of any such
Award. Performance goals established by the Committee
shall be based upon, as the Committee deems appropriate,
one or more of the following business criteria: (i)
Company or Subsidiary EBITDA (earnings before interest,
taxes, depreciation and amortization); (ii) Company or
Subsidiary earnings or earnings per Share; (iii) public
market prices of Shares; (iv) division operating income,
or DOI (operating income less general and
administrative expenses and extraordinary expenses);
(v) division level EBITDA (DOI less national film, home
office and international general and administrative
expenses plus capitalized lease adjustments; (vi)
private market value of Shares on a fully-diluted basis
(assuming full exercise of all outstanding shares of
preferred stock, Class B stock, options and other rights
to acquire Shares), based on a constant multiple of
theatre level EBITDA (Company EBITDA less National
Cinema Network EBITDA), plus the book value of National
Cinema Network, cash, cash equivalents and investments
and investments in other long-term assets, less
corporate borrowings, capitalized lease obligations and
the carrying value of minority interests in other long-
term liabilities; (vii) return to shareholders, measured
by increases in the market value of an investment in
Shares, assuming reinvestment of dividends received; and
(viii) return on assets within a participant s span of
responsibility); and the Committee may, in its
discretion, determine whether an Award will be paid
under any one or more of such business criteria. In
setting performance goals, such criteria may be measured
against one or more of the following: (i) the prior
year or years performance of the Company, a Subsidiary,
a division or other operations-based unit or span of a
participant s responsibility; (ii) the performance of a
broad-based group of stock such as, but not limited to,
the Standard and Poor s 500 Index and; (iii) the
performance of a peer group of two or more companies.
Such performance goals may be (but need not be)
different for each performance period. The Committee
may set different (or the same) goals for different
Grantees and for different Awards, and performance goals
may include standards for minimum attainment, target
attainment, and maximum attainment. In all cases,
however, performance goals shall include a minimum
performance standard below which no part of the relevant
Award will be earned.
11. DEATH, DISABILITY, RETIREMENT AND OTHER
TERMINATION OF EMPLOYMENT
11.1
(e) except as provided in paragraph (f) below or
as permitted by Sections 12 or 20, all Stock Awards and
Performance Units shall be canceled and forfeited if a
Grantee s employment is terminated, and
(f) in the event of Grantee s death, disability or
retirement, the Grantee (or his Successor) shall be
entitled immediately to be issued a certificate or
certificates for all of the Shares represented by his
Stock Award(s) and to be paid amounts due under
Performance Unit awards, free and clear of all
performance goal requirements and restrictions, based in
each case on the extent to which performance goals have
been achieved, measured through the date of termination.
12. PROVISIONS RELATING TO CHANGE IN CONTROL
The Committee may provide, at the time of an Award or
thereafter, that if a Change of Control Event occurs or
if termination results from such Change of Control
Event, (a) any restrictions on Stock Awards shall lapse
immediately and (b) outstanding Options shall become
exercisable immediately. The Committee may also waive,
at the time of an Award or thereafter, the satisfaction
of performance goals with respect to Performance Stock
Awards and Performance Units upon the occurrence of a
Change in Control Event or upon termination resulting
from a Change in Control Event, and authorize the issue
of Shares represented by Stock Awards or the payment of
amounts under Performance Unit Awards, based in each
case on the extent to which performance goals have been
achieved, measured through the date a Change in Control
Event or termination resulting therefrom occurs.
20. ADJUSTMENTS FOR CORPORATE CHANGES
20.2 In the event that the Company agrees (a) to
sell or otherwise dispose of all or substantially all of
the Company s assets, or (b) to be wholly or partially
liquidated, or (c) to participate in a merger,
consolidation or reorganization, or (d) to sell or
otherwise dispose of substantially all the assets of, or
a majority interest in, a Subsidiary or division, then
the Committee may determine that any and all Options
granted under the Plan, in situations involving an event
described in clauses (a) through (c), and any and all
Options granted to employees of the affected Subsidiary
or division, in situations described in clause (d),
shall be immediately exercisable in full, and any and
all Shares issuable pursuant to Stock Awards or cash
payable under Performance Units made under the Plan, in
situations involving an event described in clauses (a)
through (c), and any and all Shares issuable pursuant to
Stock Awards or cash payable under Performance Units
granted to employees of the affected Subsidiary or
division, in situations described in clause (d), shall
be immediately issuable or paid in full, as the case may
be, based in each case on the extent to which
performance goals have been achieved to the date of the
event described in clause (a), (b), (c) or (d) above.
The Committee may also determine that any Options not
exercised, and any Stock Awards or Performance Units
with respect to which any restrictions shall not have
lapsed or conditions shall not have been satisfied,
prior to any such event, or within such period of time
thereafter (not to exceed 120 days) as the Committee
shall determine, shall terminate.
PERFORMANCE STOCK AWARD AGREEMENT
This Performance Stock Award Agreement (the
"Agreement"), made as of the _____ day of ________,
1995 by and between AMC Entertainment Inc. ("AMCE") and
______________________ (the "Grantee"), evidences the
grant by AMCE of a Performance Stock Award (the "Award")
to the Grantee on _______ ___, 1995 and the Grantee's
acceptance of the Award in accordance with the
provisions of the AMCE 1994 Stock Option and Incentive
Plan, as amended, (the "Plan"). AMCE and the Grantee
agree as follows:
1. Conditional Grant. This Award is subject to and
effective only upon approval by the affirmative vote of
the holders of a majority of AMCE's outstanding shares
of stock entitled to vote and present in person or by
proxy at the next annual meeting of stockholders (or any
special meeting of stockholders called prior thereto at
which the matter is presented) of the amendments to the
Plan which were approved by the Board of Directors on
March 29, 1995, conditioned upon such stockholder
approval, and until such approval, Grantee shall have no
rights under this Award and the Award will be
non-transferable. Upon such approval, this Award shall
become effective as of the day first above written.
2. Shares Awarded.
(a) Subject to the condition in paragraph 1,
Grantee is eligible to receive a maximum of ______
shares of AMCE Common Stock ("Performance Shares" or
"Shares") under this Award. The number of Performance
Shares to be issued Grantee will be based upon the
Company's performance over a three fiscal year period
commencing on March 31, 1995 and ending in 1998 (the
"Performance Period").
(b) The Grantee's eligibility to receive up
to one-half (1/2) of the maximum number of Performance
Shares issuable under this Award will be based upon
changes in the "Private Market Value Per Share" of
Common Stock of the Company ("PMVPS"), as defined in the
Plan, over the Performance Period. The Grantee's
eligibility to receive up to one-half (1/2) of the
maximum number of Performance Shares issuable under this
Award will be based upon changes in the "Total Return to
Stockholders" ("TRS"), as defined in the Plan, over the
Performance Period. PMVPS and TRS are referred to
individually and collectively as "Performance Criterion"
and "Performance Criteria", respectively. Such
Performance Criteria will be measured against changes in
the Standard & Poor's 500 Index ("S&P 500") over the
Performance Period.
(c) Required Achievement Levels over the
Performance Period for both PMVPS and TRS are as set
forth below:
"Maximum" - 2,000 basis points (20%)
better than the change in the S&P 500
over the Performance Period.
"Target" - 750 basis points (7-1/2%) better
than the change in the S&P 500 over the
Performance Period.
"Threshold" - No difference between the
change in the S&P 500 and the change in the
Performance Criterion over the Performance
Period.
(d) The number of Performance Shares
issuable to Grantee with respect to each of the
Performance Criterion upon attainment of Threshold,
Target and Maximum Achievement Levels are as follows:
PMVPS
TRS
Maximum
Target
Threshold
(e) No Shares will be issued with respect to
the Company's performance over the Performance Period as
measured by a Performance Criterion if such performance
does not at least meet the Threshold Achievement Level
over the Performance Period. If the Company's
performance as so measured by a Performance Criterion
falls between the Threshold and Target Achievement
Levels, the number of Performance Shares issuable under
this Award with respect to that Performance Criterion
will be determined to the nearest whole number of
Shares, so that the actual award will be at the same
percentage between the Threshold and Target Award Levels
as the actual achievement level falls between the
Threshold and Target Achievement Levels. Similarly, if
the Company's performance falls between Target and
Maximum Achievement Levels, the number of Performance
Shares will be determined to the nearest whole number of
Shares, so that the actual award will be at the same
percentage between the Target and Maximum Award Levels
as the actual achievement level falls between the Target
and Maximum Achievement Levels. In no event will the
number of shares issuable under this Award with respect
to a Performance Criterion exceed the number of Shares
issuable upon attaining the Maximum Achievement Level
over the Performance Period with respect to such
Performance Criterion.
3. Vesting. Upon certification by the Compensation
Committee of the Board that the required Achievement
Level for a Performance Criterion has been attained, the
Grantee's right to receive the Performance Shares
issuable with respect to such Performance Criterion
shall vest and Grantee will be issued the number of
shares to which he or she is entitled, without
restriction, except as herein or in the Plan provided.
4. Employment Requirement. Notwithstanding Section
3 above and except as provided in Sections 5 or as
determined by the Compensation Committee as provided in
the Plan, if the Grantee's employment with AMCE is
terminated for any reason before the end of the
Performance Period, all right to receive Performance
Shares under the Award shall be forfeited. For this
purpose, authorized leaves of absence from AMCE or a
Subsidiary (as defined in the Plan) or the transfer of
the Grantee from AMCE to a Subsidiary or between
Subsidiaries shall not constitute a termination of
employment. For purposes of this Agreement, an
authorized leave of absence shall be an absence while
the Grantee is on military leave, sick leave, or other
bona fide leave of absence so long as the Grantee's
right to employment with AMCE or a Subsidiary is
guaranteed by statute, contract or company policy.
5. Acceleration of Vesting. Notwithstanding
Section 4 thereof, the Grantee or his Successor, as
defined in the Plan, shall be entitled to receive
immediately a certificate or certificates for
Performance Shares, based on the Achievement Levels of
the Performance Criteria, measured through the date of
termination, upon the earliest of the following
occurrences:
(a) the Grantee's death;
(b) the Grantee's disability, as defined in
the Plan;
(c) the Grantee's retirement, as defined in
the Plan; or
(d) the date the Grantee's employment is
terminated, if such employment is terminated (whether
voluntarily or involuntarily, or with or without cause)
within one year after the occurrence of a Change of
Control Event, as defined in the Plan.
6. Voting and Dividend Rights. The Grantee shall
not be entitled to voting rights, to dividend rights or
dividend equivalents or to any other shareholder rights
in connection with the Shares unless and until they are
transferred to the Grantee pursuant to Section 7.
7. Issuance and Transfer of Shares; Tax
Withholding.
(a) As soon as practicable after
certification by the Committee, as defined in the Plan,
of the Achievement Levels attained over the Performance
Period with respect to the Performance Criteria, the
Secretary of AMCE shall cause the appropriate number of
shares of AMCE common stock to be issued and ownership
transferred to the Grantee or his Successor, by having
certificate or certificates for such number of shares
registered in the name of the Grantee (or such other
person) and shall have each certificate delivered to the
appropriate person. Notwithstanding the foregoing, if
AMCE or a Subsidiary requires reimbursement of any tax
required by law to be withheld with respect to shares of
AMCE Common Stock issued in connection with the vesting
of the Award, the Secretary shall not transfer ownership
of shares until the required payment is made.
(b) Subject to the consent of the Committee
and to the provisions of the Plan (including without
limitation specified time periods), the Grantee may
satisfy his tax withholding obligations hereunder by
electing to have Shares otherwise issuable upon vesting
of the Award withheld, with a Fair Market Value on the
date of vesting equal to the amount of Grantee's tax
withholding liability. Any such election must be
irrevocable and made in writing to the Secretary of the
Company. Except with respect to elections incident to
death, disability, retirement or termination of
employment, any such election (i) must be made prior to
the date Grantee's right to receive shares vests, and
(ii) must be made more than six months prior to such
date or during a Window Period, as defined in the Plan.
8. Transferability. The rights under this
Agreement may not be transferred except by will or the
laws of descent and distribution or pursuant to a
qualified domestic relations order, as defined by the
Internal Revenue Code of 1986, as amended, or Title I of
the Employment Retirement Income Security Act. The
rights under this Agreement may be exercised during the
lifetime of the Grantee only by the Grantee (or by his
guardian, legal representative or Successor). The terms
of this Award shall be binding upon the executors,
administrators, heirs, successors, and assigns of the
Grantee.
9. Requirements of Law. Performance Shares shall
not be transferred hereunder if the issuance or transfer
of ownership of shares of AMCE's Common Stock hereunder
would constitute a violation of any applicable federal
or state securities or other law or valid regulation.
The Grantee, as a condition to receipt of Shares under
this Award, must represent to AMCE that the shares of
AMCE Common Stock to be received upon vesting of this
Award are being acquired for investment and not with a
present view to distribution or resale, unless counsel
for AMCE is then of the opinion that such a
representation is not required under the Securities Act
of 1933 or any other applicable law, regulation, or rule
of any governmental agency.
10. Forfeiture. Until Performance Shares are
issued under this Award, even though such Shares have
been earned the Award and all Shares issuable hereunder
will be forfeited if the Committee determines that the
Grantee, at any time during the period of the Grantee's
employment and for one (1) year thereafter, without the
Committee's written consent, engaged directly or
indirectly in any manner or capacity as principal,
agent, partner, officer, director, employee, or
otherwise, in any business or activity competitive with
the business conducted by AMCE or its Subsidiaries in
the geographic area in which AMCE or its Subsidiaries
does business, or in any manner which is inimical to the
best interests of AMCE.
IN WITNESS WHEREOF, AMCE, by its duly authorized
officer, and the Grantee have signed this Agreement as
of the date first above written.
AMC ENTERTAINMENT
INC.
By:
President
Grantee
The Grantee acknowledges receipt of copies of the Plan
and the Prospectus, dated _______________, respecting
the Plan. The Grantee represents that (s)he is
familiar with the terms and provisions of the Plan and
such Prospectus. The Grantee hereby accepts this Award
subject to all the terms and provisions of the Plan,
including but not limited to Section 20 ("Adjustments
for Corporate Changes") thereof. The Grantee hereby
agrees to accept as binding, conclusive, and final all
decisions and interpretations of the Board of Directors
and, where applicable, the Committee (as defined in the
Plan), respecting any questions arising under the Plan.
Grantee
NON-QUALIFIED (NON-ISO) STOCK OPTION AGREEMENT
This Stock Option Agreement (the "Agreement"), made
as of the ____ day of _________, 19__, by and between
AMC Entertainment Inc. ("AMCE") and
_________________________ ______________ (the "Grantee")
evidences the grant, by AMCE, of a Stock Option (the
"Option") to the Grantee on _______________ ___, 19___,
(the "Date of Grant") and the Grantee's acceptance of
the Option in accordance with the provisions of the AMCE
1994 Stock Option and Incentive Plan (the "Plan"). AMCE
and the Grantee agree as follows:
11. Shares Optioned and Option Price. The
Grantee shall have an option to purchase ______ shares
of AMCE Common Stock for $________ per share, which
exercise price is one hundred percent (100%) of the Fair
Market Value of such shares on the Date of Grant,
subject to the terms and conditions of this Agreement
and of the Plan, the provisions of which are hereby
incorporated herein by reference. The shares subject to
the Option are not, nor are they intended to be,
Incentive Stock Option (ISO) shares as described in
Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code")
12. Vesting. Except as otherwise provided in
section 3 below or in the Plan, this Option shall be
deemed vested with respect to the number of shares
described in section 1 as follows: (a) the right to
purchase 50% of the shares subject to this Option shall
first be vested on the first anniversary of the Date of
Grant, and (b) the right to purchase the balance of the
shares subject to this Option shall first be vested on
the second anniversary of the Date of Grant.
Notwithstanding the foregoing provisions of this section
2, if the Grantee's employment with AMCE or a Subsidiary
(as defined in the Plan) terminates on account of death,
disability (as defined in the Plan) or retirement (as
defined in the Plan), or if the Grantee's employment is
terminated for any reason within one year after the
occurrence of a Change in Control Event (as defined in
the Plan), whether such termination is voluntary or
involuntary, the Option shall be deemed vested as to all
shares described in section 1 hereof as of the date of
such termination of employment.
13. Exercise Period. The Option may be exercised
from time to time with respect to all or any number of
the then unexercised shares as to which the Option has
vested under section 2, on any regular business day of
AMCE at its then executive offices, until the earliest
to occur of the following dates:
(a) the tenth anniversary of the Date of Grant;
(b) the first anniversary of the date of the
Grantee's termination of employment with AMCE and all
Subsidiaries (as defined in the Plan) on account of
death or disability;
(c) the third anniversary of the Grantee's
retirement;
(d) the date three (3) months following the
date upon which the Grantee's employment with AMCE and
all Subsidiaries terminates for any reason other than
those described in subsections (b) or (c) next above or
in (e) below; or
(e) the date Grantee is terminated for cause,
provided that for purposes of this Option no termination
of employment occurring within one year after the
occurrence of a Change in Control Event shall be deemed
a termination for cause.
14. Exercise.
(a) During the period that the Option is
exercisable, it may be exercised in full or in part by
the Grantee, his or her legal representatives, guardian
or Successor, as defined in the Plan, by delivering or
mailing written notice of the exercise to the Secretary
of AMCE. The written notice shall be signed by each
person entitled to exercise the Option and shall specify
the address and Social Security number of each such
person. If any person other than the Grantee purports
to be entitled to exercise all or any portion of the
Option, the written notice shall be accompanied by
proof, satisfactory to the Secretary of AMCE, of that
entitlement.
(b) The written notice shall be accompanied by
full payment of the exercise price for the shares as to
which the Option is exercised either (i) in cash,
certified or bank cashier's check or money order,
payable to AMCE, (ii) in shares of AMCE Common Stock
evidenced by certificates either endorsed or with stock
powers attached transferring ownership to AMCE, with an
aggregate Fair Market Value (as defined in the Plan)
equal to said exercise price on the date the written
notice is received by the Secretary, or (iii) in any
combination of the foregoing.
(c) Notwithstanding the provisions of
subsection (b) next above, shares acquired through the
exercise of an Incentive Stock Option granted under the
Plan or any predecessor stock option plan providing for
options on shares of AMCE Common Stock may be used as
payment at exercise hereunder only if such shares have
been held for at least 12 months following such
acquisition.
(d) The written notice of exercise will be
effective and the Option shall be deemed exercised to
the extent specified in the notice on the date that the
written notice (together with required accompaniments
respecting payment of the exercise price) is received by
the Secretary of AMCE at its then executive offices
during regular business hours.
15. Transfer of Shares; Tax Withholding.
(a) As soon as practicable after receipt of an
effective written notice of exercise and full payment of
the exercise price as provided in section 4 above, the
Secretary of AMCE shall cause ownership of the
appropriate number of shares of AMCE Common Stock to be
transferred to the person or persons exercising the
Option by having a certificate or certificates for such
number of shares registered in the name of such person
or persons and shall have each certificate delivered to
the appropriate person. Notwithstanding the foregoing,
if AMCE or a Subsidiary requires reimbursement of any
tax required by law to be withheld with respect to
shares of AMCE Common Stock, the Secretary shall not
transfer ownership of shares until the required payment
is made.
(b) Subject to the consent of the Committee and
to the provisions of the Plan (including without
limitation specified time periods), the Grantee may
satisfy his tax withholding obligations hereunder by
electing to have shares otherwise issuable upon exercise
of this Option withheld, with a Fair Market Value on the
date of exercise equal to the amount of Grantee's tax
withholding liability. Any such election must be
irrevocable and, except with respect to elections made
incident to death, retirement, disability or termination
of employment, must be made either at least six (6)
months prior to the date of exercise or during a Window
Period, as defined in the Plan, prior to the date of
exercise. Any exercise of this Option made with respect
to tax withholding rights as to which an election was
required during a Window Period (i.e., because not made
more than six (6) months in advance of the date of
exercise) must also be made during a Window Period.
16. Transferability. The rights under this
Agreement may not be transferred except by will or the
laws of descent and distribution or pursuant to a
qualified domestic relations order as defined in the
Code or Title I of the Employment Retirement Income
Security Act, or the rules promulgated thereunder. The
rights under this Agreement may be exercised during the
lifetime of the Grantee only by the Grantee (or by his
guardian, legal representative or Successor, as defined
in the Plan). The terms of this Option shall be binding
upon the executors, administrators, heirs, successors,
and assigns of the Grantee.
17. Authorized Leave. Authorized leaves of
absence from AMCE or a Subsidiary shall not constitute a
termination of employment for purposes of the Agreement.
For purposes of this Agreement, an authorized leave of
absence shall be an absence while the Grantee is on
military leave, sick leave, or other bona fide leave of
absence so long as the Grantee's right to employment
with AMCE or a Subsidiary is guaranteed by statute,
contract, or company policy.
18. Requirements of Law. This Option may not be
exercised if the issuance of shares of AMCE Common Stock
upon such exercise would constitute a violation of any
applicable federal or state securities or other law or
valid regulation. The Grantee, as a condition to his
exercise of this Option, shall represent to AMCE that
the shares of AMCE Common stock to be acquired by
exercise of this Option are being acquired for
investment and not with a present view to distribution
or resale, unless counsel for AMCE is then of the
opinion that such a representation is not required under
the Securities Act of 1933 or any other applicable law,
regulation, or rule of any governmental agency.
19. Forfeiture. To the extent this Option is
unexercised, it will be forfeited along with all rights
thereunder effective as of the date the Committee
determines that the Grantee, at any time during the
period of the Grantee's employment and for one (1) year
thereafter, without the Committee's written consent,
engaged directly or indirectly in any manner or capacity
as principal, agent, partner, officer, director,
employee, or otherwise, in any business or activity
competitive with the business conducted by AMCE or its
Subsidiaries, in the geographic area in which AMCE or
its Subsidiaries does business, or in any manner which
is inimical to the best interests of AMCE.
IN WITNESS WHEREOF, AMCE, by its duly authorized
officer, and the Grantee have signed this Agreement as
of the date first above written.
AMC ENTERTAINMENT
INC.
By:
President
Grantee
The Grantee acknowledges receipt of copies of the
Plan and the Prospectus, dated __________ respecting the
Plan. The Grantee represents that (s)he is familiar
with the terms and provisions of the Plan and
Prospectus. The Grantee hereby accepts this Option
subject to all the terms and provisions of the Plan,
including but not limited to Section 20 ("Adjustments
for Corporate Changes") thereof. The Grantee hereby
agrees to accept as binding, conclusive, and final all
decisions and interpretations of the Board of Directors
and, where applicable, the Committee (as defined in the
Plan), respecting any questions arising under the Plan.
Grantee
EXHIBIT 10.7.(b)
APPENDIX A
AMC
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Effective January 1, 1994
AMC
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
TABLE OF CONTENTS
Section Page
Preamble 1
ARTICLE I - DEFINITIONS 1
1.1. "Affiliate" 1
1.2. "Board" 1
1.3. "Code" 1
1.4. "Company" 1
1.5. "Employer" 1
1.6. "Normal Retirement Date" 1
1.7. "OBRA 93" 2
1.8. "Participant" 2
1.9. "Plan" 2
1.10. "Qualified Plan" 2
1.11. "Qualified Plan Retirement Benefit" 2
1.12. "Qualified Plan Surviving Spouse Benefit" 2
1.13. "Supplemental Retirement Benefit" 2
1.14. "Surviving Spouse" 2
1.15. "Supplemental Surviving Spouse Benefit" 2
1.16. Gender/Headings Clause 2
ARTICLE II - ELIGIBILITY 3
ARTICLE III - SUPPLEMENTAL RETIREMENT BENEFIT 3
3.1. Amount 3
3.2. Method of Payment 3
3.3. Commencement of Benefit 4
3.4. Actuarial Equivalent 4
3.5. No Termination of Employment Benefit 4
ARTICLE IV - SUPPLEMENTAL SURVIVING SPOUSE BENEFIT 4
4.1. Amount 4
4.2. Method and Commencement of Benefit 5
4.3. Death; No Surviving Spouse 5
ARTICLE V - ADMINISTRATION OF THE PLAN 5
5.1. Administration by the Company 5
5.2. General Powers of Administration 5
ARTICLE VI - AMENDMENT OR TERMINATION 6
6.1. Amendment or Termination 6
6.2. Effect of Amendment or Termination 6
ARTICLE VII - GENERAL PROVISIONS 6
7.1. Funding 6
7.2. General Conditions 6
7.3. No Guaranty of Benefits 6
7.4. No Enlargement of Employee Rights 7
7.5. Spendthrift Provision 7
7.6. Applicable Law 7
7.7. Incapacity of Recipient 7
7.8. Corporate Successors 7
7.9. Unclaimed Benefit 7
7.10. Limitations on Liability 8
AMC
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
The AMC Supplemental Executive Retirement Plan (the
"Plan") is adopted effective January 1, 1994. The Plan is
established and maintained by American Multi-Cinema, Inc.
(the "Company") solely for the purpose of providing benefits
for certain of its employees who participate in the Defined
Benefit Retirement Income Plan for Certain Employees of
American Multi-Cinema, Inc. (and its Affiliates) in excess
of the maximum recognizable compensation for qualified
retirement plan purposes imposed by Section 401(a)(17) of
the Internal Revenue Code, as amended by the Omnibus Budget
Reconciliation Act of 1993 ("OBRA 93"), up to the maximum
limit that would have been in effect under Section
401(a)(17) of the Internal Revenue Code (as indexed), had
OBRA 93 not been enacted.
Accordingly, the Company hereby adopts this Plan
pursuant to the terms and provisions set forth below:
ARTICLE XX - DEFINITIONS
Wherever used herein the following terms shall have the
meanings hereinafter set forth:
20.1. "Affiliate" means any Employer that is an
affiliate or related to the Company, including an employer
that is a member of a controlled group of corporations with
the Company or controlled group of trades or businesses, as
defined in Sections 414(b) and 414(c) of the Code.
20.2. "Board" means the Board of Directors of the
Company.
20.3. "Code" means the Internal Revenue Code of
1986, as amended from time to time, and any regulations
relating thereto.
20.4. "Company" means American Multi-Cinema, Inc.,
a Missouri corporation, or, to the extent provided in
Section 7.8 below, any successor corporation or other entity
resulting from a merger or consolidation into or with the
Company or a transfer or sale of substantially all of the
assets of the Company.
20.5. "Employer" means the Company and any of its
Affiliates which is an adopting employer under the Qualified
Plan and who also adopts this Plan, their successors and
assigns.
20.6. "Normal Retirement Date" means the first day
of the month coinciding with or next following a
Participant's 65th birthday or, if later than January 1 of
the year in which the fifth (5th) anniversary of the
Participant's commencement of participation in the Qualified
Plan occurs.
20.7. "OBRA 93" means the Omnibus Budget
Reconciliation Act of 1993 (which amended Section 401(a)(17)
of the Code.
20.8. "Participant" means an employee of the
Company who is a participant under the Qualified Plan (or
any successor or replacement employees' retirement plan) and
to whom or with respect to whom a benefit is payable under
the Plan.
20.9. "Plan" means the AMC Supplemental Executive
Retirement Plan.
20.10. "Qualified Plan" means the Defined Benefit
Retirement Income Plan for Certain Employees of American
Multi-Cinema, Inc., which was originally established
effective January 1, 1975, and each successor or replacement
employees' retirement plan.
20.11. "Qualified Plan Retirement Benefit" means the
monthly retirement benefit payable to a Participant pursuant
to the Qualified Plan by reason of his termination of
employment with the Company and all Affiliates for any
reason other than death after qualifying for early, normal
or late retirement benefits under the Qualified Plan.
20.12. "Qualified Plan Surviving Spouse Benefit"
means the monthly retirement benefit payable to the
Surviving Spouse of a Participant pursuant to the Qualified
Plan in the event of the death of the Participant at any
time prior to commencement of the payment of his Qualified
Plan Retirement Benefit.
20.13. "Supplemental Retirement Benefit" means the
benefit payable to a Participant pursuant to the Plan by
reason of his termination of employment with the Company for
any reason other than death after qualifying for early,
normal or late retirement benefits under the Qualified Plan
and all Affiliates.
20.14. "Surviving Spouse" means a person who is
married to a Participant at the date of his death.
20.15. "Supplemental Surviving Spouse Benefit" means
the benefit payable to a Surviving Spouse pursuant to the
Plan.
20.16. Gender/Headings Clause. Words in the
masculine gender shall include the feminine and the singular
shall include the plural, and vice versa, unless qualified
by the context. Any Article or Section headings used herein
are included for ease of reference only, and are not to be
construed so as to alter the terms hereof.
ARTICLE XXI - ELIGIBILITY
A Participant who is eligible to receive a Qualified
Plan Retirement Benefit after qualifying for early, normal
or late retirement benefits under the Qualified Plan, the
amount of which is reduced by reason of the application of
the maximum recognizable compensation imposed by Section
401(a)(17) of the Code, as in effect on the date for
commencement of the Qualified Plan Retirement Benefit, or as
in effect at any time thereafter, shall be eligible to
receive a Supplemental Retirement Benefit. The Surviving
Spouse of a Participant described in the preceding sentence
who dies prior to commencement of payment of his Qualified
Plan Retirement Benefit shall be eligible to receive a
Supplemental Surviving Spouse Benefit.
ARTICLE XXII - SUPPLEMENTAL RETIREMENT BENEFIT
22.1. Amount. The Supplemental Retirement Benefit
payable to an eligible Participant in the form of a straight
life annuity over the lifetime of the Participant only,
commencing on his Normal Retirement Date, shall be a monthly
amount equal to the difference between (a) and (b) below:
(a) the monthly amount of the Qualified Plan
Retirement Benefit to which the Participant would have
been entitled under the Qualified Plan if such benefit
were computed without giving effect to the maximum
recognizable compensation for qualified retirement plan
purposes imposed by application of Section 401(a)(17)
of the Code, as amended by OBRA 93, but rather, for the
purpose of this Plan, recognizing a Participant's
compensation up to the maximum limit that would have
been in effect under Section 401(a)(17) of the Code (as
indexed), had OBRA 93 not been enacted;
less
(b) the monthly amount of the Qualified Plan
Retirement Benefit actually payable to the Participant
under the Qualified Plan.
The amounts described in (a) and (b) shall be computed
as of the date of termination of employment of the
Participant with the Company and all Affiliates in the form
of a straight life annuity payable over the lifetime of the
Participant only commencing on his Normal Retirement Date.
22.2. Method of Payment. Except as hereinafter
provided, the Supplemental Retirement Benefit payable to a
Participant shall be paid in the same method of payment
under which the Qualified Plan Retirement Benefit is payable
to the Participant. Except as hereinafter provided, the
Participant's election under the Qualified Plan of any
optional method of payment of his Qualified Plan Retirement
Benefit (with the valid consent of his Surviving Spouse
where required under the Qualified Plan) shall also be
applicable to the payment of his Supplemental Retirement
Benefit. Notwithstanding the foregoing, a Participant's
Supplemental Retirement Benefit shall only be payable in an
Actuarial Equivalent (as defined in Section 3.4) lump sum
amount if the Participant elected a lump sum method of
payment within a reasonable period of time after first
becoming eligible to participate in this Plan.
Notwithstanding the foregoing if a Participant, who is
married when his benefits become payable hereunder, elects a
lump sum method of payment of his Qualified Plan Retirement
Benefit (with the valid consent of his Surviving Spouse),
but who did not elect a lump sum method of payment when
first eligible to participate in this Plan, then his benefit
hereunder shall be paid in the form of a qualified joint and
50% surviving spouse annuity method of payment.
Notwithstanding the foregoing if a Participant, who is
married when his benefits become payable hereunder, elects a
lump sum method of payment of his Qualified Plan Retirement
Benefit, but did not elect a lump sum method of payment when
first eligible to participate in this Plan, then his benefit
hereunder shall be paid in the form of a life only annuity
form of payment.
22.3. Commencement of Benefit. Payment of the
Supplemental Retirement Benefit to a Participant shall
commence on the same date as payment of the Qualified Plan
Retirement Benefit to the Participant commences. Any
election under the Qualified Plan made by the Participant
with respect to the commencement of payment of his Qualified
Plan Retirement Benefit shall also be applicable with
respect to the commencement of payment of his Supplemental
Retirement Benefit.
22.4. Actuarial Equivalent. A Supplemental
Retirement Benefit which is payable in any form other than a
straight life annuity over the lifetime of the Participant,
or which commences at any time prior to the Participant's
Normal Retirement Date, shall be the actuarial equivalent of
the Supplemental Retirement Benefit set forth in Section 3.1
above as determined by the same actuarial adjustments as
those specified in the Qualified Plan with respect to
determination of the amount of the Qualified Plan Retirement
Benefit on the date for commencement of payments hereunder.
22.5. No Termination of Employment Benefit. No
benefit is payable hereunder if a Participant terminates
employment before he qualifies for early, normal or late
retirement benefits under the Qualified Plan.
ARTICLE XXIII - SUPPLEMENTAL SURVIVING SPOUSE BENEFIT
23.1. Amount. If a Participant dies prior to
commencement of payment of his Qualified Plan Retirement
Benefit under circumstances in which a Qualified Plan
Surviving Spouse Benefit is payable to his Surviving Spouse,
then a Supplemental Surviving Spouse Benefit is payable to
his Surviving Spouse as hereinafter provided. The monthly
amount of the Supplemental Surviving Spouse Benefit payable
to a Surviving Spouse shall be equal to the difference
between (a) and (b) below:
(a) the monthly amount of the Qualified Plan
Surviving Spouse Benefit to which the Surviving Spouse
would have been entitled under the Qualified Plan if
such benefit were computed without giving effect to the
maximum recognizable compensation for qualified
retirement plan purposes imposed by application of
Section 401(a)(17) of the Code as amended by OBRA 93,
but rather, for the purpose of this Plan, recognizing a
Participant's compensation up to the maximum limit that
would have been in effect under Section 401(a)(17) of
the Code (as indexed), had OBRA 93 not been enacted;
less
(b) the monthly amount of the Qualified Plan
Surviving Spouse Benefit actually payable to the
Surviving Spouse under the Qualified Plan.
23.2. Method and Commencement of Benefit. Except
as hereinafter provided, a Supplemental Surviving Spouse
Benefit shall be payable over the lifetime of the Surviving
Spouse only in monthly installments commencing on the date
for commencement of payment of the Qualified Plan Surviving
Spouse Benefit to the Surviving Spouse and terminating on
the date of the last payment of the Qualified Plan Surviving
Spouse Benefit made before the Surviving Spouse's death.
Notwithstanding the foregoing, a Supplemental Surviving
Spouse Benefit shall be payable in an Actuarial Equivalent
(as defined in Section 3.4) lump sum amount if the
Participant elected a lump sum method of payment within a
reasonable period of time after first becoming eligible to
participate in the Plan.
23.3. Death; No Surviving Spouse. No death benefit
is payable hereunder if a Participant who has not commenced
receiving benefit payments hereunder dies without being
survived by a spouse prior to his Normal Retirement Date.
If a Participant who is not survived by a spouse dies after
his Normal Retirement Date and before he commences receiving
benefit payments under Article III hereof elected an option
form of payment under Section 5.01 of the Qualified Plan,
his designated Beneficiary shall be entitled to receive
benefits under this Article IV, computed in the same manner
that a Surviving Spouse Benefit would have been calculated
under this Plan and payable in the form of payment
determined pursuant to Section 4.2 hereof. If such a
Participant did not elect a post Normal Retirement Date
optional form of payment under Section 5.01 of the Qualified
Plan, then no death benefit will be payable under this Plan.
ARTICLE XXIV - ADMINISTRATION OF THE PLAN
24.1. Administration by the Company. The Company
shall be responsible for the general operation and
administration of the Plan and for carrying out the
provisions thereof.
24.2. General Powers of Administration. All
provisions set forth in the Qualified Plan with respect to
the administrative powers and duties of the Company,
expenses of administration, and procedures for filing claims
shall also be applicable with respect to the Plan. The
Company shall be entitled to rely conclusively upon all
tables, valuations, certificates, opinions and reports
furnished by any actuary, accountant, controller, counsel or
other person employed or engaged by the Company with respect
to the Plan.
ARTICLE XXV - AMENDMENT OR TERMINATION
25.1. Amendment or Termination. The Company
intends the Plan to be permanent but reserves the right to
amend or terminate the Plan when, in the sole opinion of the
Company, such amendment or termination is advisable. Any
such amendment or termination shall be made pursuant to a
resolution of the Board of Directors of the Company and
shall be effective as of the date of such resolution.
25.2. Effect of Amendment or Termination. No
amendment or termination of the Plan shall directly or
indirectly deprive any current or former Participant or
Surviving Spouse of all or any portion of any Supplemental
Retirement Benefit or Supplemental Surviving Spouse Benefit,
payment of which has commenced prior to the effective date
of such amendment or termination or which would be payable
if the Participant terminated employment for any reason,
including death, on such effective date.
ARTICLE XXVI - GENERAL PROVISIONS
26.1. Funding. The Plan at all times shall be
entirely unfunded and no provision shall at any time be made
with respect to segregating any assets of the Company for
payment of any benefits hereunder. No Participant,
Surviving Spouse or any other person shall have any interest
in any particular assets of the Company by reason of the
right to receive a benefit under the Plan and any such
Participant, Surviving Spouse or other person shall have
only the rights of a general unsecured creditor of the
Company with respect to any rights under the Plan.
26.2. General Conditions. Except as otherwise
expressly provided herein, all terms and conditions of the
Qualified Plan applicable to a Qualified Plan Retirement
Benefit or a Qualified Plan Surviving Spouse Benefit shall
also be applicable to a Supplemental Retirement Benefit or a
Supplemental Surviving Spouse Benefit payable hereunder.
Any Qualified Plan Retirement Benefit or Qualified Plan
Surviving Spouse Benefit, or any other benefit payable under
the Qualified Plan, shall be paid solely in accordance with
the terms and conditions of the Qualified Plan and nothing
in this Plan shall operate or be construed in any way to
modify, amend or affect the terms and provisions of the
Qualified Plan.
26.3. No Guaranty of Benefits. Nothing contained
in the Plan shall constitute a guaranty by the Company or
any other entity or person that the assets of the Company
will be sufficient to pay any benefit hereunder.
26.4. No Enlargement of Employee Rights. No
Participant or Surviving Spouse shall have any right to a
benefit under the Plan except in accordance with the terms
of the Plan. Establishment of the Plan shall not be
construed to give any Participant the right to be retained
in the service of the Company or an Employer.
26.5. Spendthrift Provision. No interest of any
person or entity in, or right to receive a benefit under,
the Plan shall be subject in any manner to sale, transfer,
assignment, pledge, attachment, garnishment, or other
alienation or encumbrance of any kind; nor may such interest
or right to receive a benefit be taken, either voluntarily
or involuntarily, for the satisfaction of the debts of, or
other obligations or claims against, such person or entity,
including claims for alimony, support, separate maintenance
and claims in bankruptcy proceedings.
26.6. Applicable Law. The Plan shall be construed
and administered under the laws of the State of Missouri.
26.7. Incapacity of Recipient. If any person
entitled to a benefit payment under the Plan is deemed by
the Company to be incapable of personally receiving and
giving a valid receipt for such payment, then, unless and
until claim therefor shall have been made by a duly
appointed guardian or other legal representative of such
person, the Company may provide for such payment or any part
thereof to be made to any other person or institution then
contributing toward or providing for the care and
maintenance of such person. Any such payment shall be a
payment for the account of such person and a complete
discharge of any liability of the Company and the Plan
therefor.
26.8. Corporate Successors. The Plan shall not be
automatically terminated by a transfer or sale of assets of
the Company or by the merger or consolidation of the Company
into or with any other corporation or other entity, but the
Plan shall be continued after such sale, merger or
consolidation only if and to the extent that the transferee,
purchaser or successor entity agrees to continue the Plan.
In the event that the Plan is not continued by the
transferee, purchaser or successor entity, then the Plan
shall terminate subject to the provisions of Section 6.2.
26.9. Unclaimed Benefit. Each Participant shall
keep the Company informed of his current address and the
current address of his spouse. The Company shall not be
obligated to search for the whereabouts of any person. If
the location of a Participant is not made known to the
Company within three (3) years after the date on which
payment of the Participant's Supplemental Retirement Benefit
may first be made, payment may be made as though the
Participant had died at the end of the three-year period.
If, within one additional year after such three-year period
has elapsed, or, within three years after the actual death
of a Participant, the Company is unable to locate any
Surviving Spouse of the Participant, then the Company shall
have no further obligation to pay any benefit hereunder to
such Participant or Surviving Spouse or any other person and
such benefit shall be irrevocably forfeited.
26.10. Limitations on Liability. Notwithstanding
any of the preceding provisions of the Plan, neither the
Company nor any individual acting as an employee or agent of
the Company shall be liable to any Participant, former
Participant, Surviving Spouse or any other person for any
claim, loss, liability or expense incurred in connection
with the Plan.
SIGNATURES
IN WITNESS WHEREOF, the Company and the Employers have
executed this Plan document this 28th day of December, 1994,
to be effective as of January 1, 1994.
ATTEST (Seal) AMERICAN MULTI-CINEMA, INC.,
the "Company"
By: /s/Nancy L. Gallagher By: /s/ Peter C. Brown
Secretary Executive Vice
President
ATTEST (Seal) AMC ENTERTAINMENT
INTERNATIONAL, INC., an
"Employer"
By: /s/Nancy L. Gallagher By: /s/ Peter C. Brown
Secretary Executive Vice
President
ATTEST (Seal) AMC PHILADELPHIA, INC., an
"Employer"
By: /s/Nancy L. Gallagher By: /s/ Peter C. Brown
Secretary Executive Vice President
ATTEST (Seal) AMC REALTY, INC., an
"Employer"
By: /s/Nancy L. Gallagher By: /s/ Peter C. Brown
Secretary Executive Vice President
ATTEST (Seal) BUDCO THEATRES, INC., an
"Employer"
By: /s/Nancy L. Gallagher By: /s/ Peter C.
Brown Secretary Executive
Vice President
ATTEST (Seal) CONCORD CINEMA, INC., an
"Employer"
By: /s/Nancy L. Gallagher By: /s/ Peter C. Brown
Secretary Executive Vice
President
ATTEST (Seal) DURWOOD, INC., an "Employer"
By: /s/Nancy L. Gallagher By: /s/ Peter C.
Brown Secretary Executive Vice
President
EXHIBIT 11.
AMC ENTERTAINMENT INC. AND SUBSIDIARIES
STATEMENTS REGARDING COMPUTATION OF PER SHARE EARNINGS
Years (52) weeks Ended March 30, 1995, March 31, 1994,
and April 1, 1993
(in thousands, except per share amounts)
1995 1994 1993
PRIMARY EARNINGS PER SHARE:
Net earnings before extraordinary
item $ 33,978 $ 15,312 $ 7,746
Extraordinary item - - (6,483)
Net earnings 33,978 15,312 1,263
Preferred dividends (7,000) (538) (256)
Net earnings for common shares $ 26,978 $ 14,774 $1,007
Average shares for primary
earnings per share:
Weighted average number of
shares outstanding 16,456 16,365 16,207
Stock options whose effect
is dilutive 137 156 10
Total shares outstanding 16,593 16,521 16,217
Primary earnings per share before
extraordinary item $ 1.63 $ 0.89 $ 0.46
Primary earnings per share $ 1.63 $ 0.89 $ 0.06
FULLY DILUTED EARNINGS PER SHARE:
Net earnings before extraordinary
item $ 33,978 $ 15,312 $ 7,746
Extraordinary item - - (6,483)
Net earnings 33,978 15,312 1,263
Preferred dividends n/a (538) (256)
Net earnings for common shares $ 33,978 $ 14,774 $1,007
Average shares for fully diluted
earnings per share:
Weighted average number of shares
outstanding 16,456 16,365 16,207
Stock options whose effect
is dilutive 157 185 10
Shares issuable upon conversion of
preferred stock 6,896 n/a n/a
Total shares outstanding 23,509 16,550 16,217
Fully diluted earnings per share, including
conversion shares,
before extraordinary item $ 1.45 $ 0.89 $ 0.46
Fully diluted earnings per share,
including conversion shares $ 1.45 $ 0.89 $ 0.06
1) Fully diluted earnings per share for 1995 includes conversion of
preferred stock.
2) Fully diluted earnings per share for 1994 and 1993 excludes
conversion of preferred stock.
EXHIBIT 21.
AMC ENTERTAINMENT INC. AND ITS SUBSIDIARIES
AMC ENTERTAINMENT INC.
American Multi-Cinema, Inc.
AMC Entertainment International, Inc.
AMC Europe S.A.(1)
AMC Entertainment International Limited
AMC Entertainment Espana S.A.
AMC De Mexico, S.A., De C.V.
AMC Film Marketing, Inc.
Conservco, Inc.
National Cinema Supply Corp. (2)
AMC Philadelphia, Inc. (3)
Budco Theatres, Inc.
Concord Cinema, Inc.
AMC Realty, Inc.
AMC Canton Realty, Inc.
AMC-ICC, Inc.
National Cinema Network, Inc.
Unless otherwise noted all subsidiaries are wholly-owned.
(1)99% owned by AMC Entertainment International, Inc.
(2)50% owned by Conservco, Inc.
(3)80% owned by American Multi-Cinema, Inc.