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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 28, 1996
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
incorporation or organization) (I.R.S. Employer 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 cents par value American Stock Exchange, Inc.
Pacific Stock Exchange, Inc.
$1.75 Cumulative Convertible
Preferred Stock, 66 2/3 cents par value American Stock Exchange, Inc.
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 15, 1996 computed by reference to the closing
price for such stock on the American Stock Exchange on such date, was
$75,246,596.
Number of Shares
Title of Each Class of Common Stock Outstanding as of May 15, 1996
Common Stock, 66 2/3 cents par value 5,529,056
Class B Stock, 66 2/3 cents par value 11,157,000
DOCUMENTS INCORPORATED BY REFERENCEPortions of the Annual Stockholders
Report for the fiscal year ended March 28, 1996 (the
"Report") are incorporated by reference into Parts I and II.
AMC ENTERTAINMENT INC. AND SUBSIDIARIES
1996 FORM 10-K ANNUAL REPORT
PART I
PAGE NUMBER
Item 1. Business . . . . . . . . . . . . . . . . . 3
Item 2. Properties . . . . . . . . . . . . . . . . 5
Item 3. Legal Proceedings. . . . . . . . . . . . . 6
Item 4. Submission of Matters to a Vote of Security Holders 7
PART II
Item 5. Market for the Registrant's Common Equity and
Related Stockholder Matters. . . . . . . 7
Item 6. Selected Financial Data. . . . . . . . . . 7
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . 7
Item 8. Financial Statements and Supplementary Data 8
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure. . . 8
PART III
Item 10. Directors and Executive Officers of the Registrant 8
Item 11. Executive Compensation and Other Information . . . 11
Item 12. Security Ownership of Certain Beneficial Owners
and Management . . . . . . . . . . . . . 21
Item 13. Certain Relationships and Related Transactions 25
PART IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K. . . . . . . . . . . 28
Signatures . . . . . . . . . . . . . . . . 29
PART I
ITEM 1. BUSINESS
(a) General Development of Business
AMC Entertainment Inc. ("AMCE"), through its direct and indirect
subsidiaries, including 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, Chief
Executive Officer and President of AMCE and AMC. AMCE was incorporated
under the laws of the state of Delaware on June 13, 1983 and maintains 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
For additional information with respect to the Registrant's business,
reference is made to information contained on page 14, under the heading
"AMC Theatre Locations", page 18 under the headings "Total Revenues", "Net
Earnings (Loss)", "Total Assets" and "EBITDA", Notes 1 and 2 under "Notes
to Consolidated Financial Statements" on pages 34 and 36, respectively,
page 23 under the heading "Liquidity and Capital Resources", page 6 under
the heading "Fiscal 1996 Openings" and page 10 under the heading "Fiscal
1997 Scheduled Openings" of the Report, which information is incorporated
herein by reference.
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 28, 1996, 226 theatres with
1,719 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 Missouri and approximately 74% 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).
Revenues for the Company are generated primarily from box office
admissions and theatre concession sales, which accounted for 66% and 30%,
respectively, of fiscal 1996 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 is an industry leader in the development and operation of
multi-screen theatres, primarily in large metropolitan markets.
Growth Strategy
The Company intends to expand its theatre circuit primarily by
developing new theatres in domestic and international locations. New theatres
will primarily be large "megaplex" theatres with as many as 30 screens.
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. 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 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.
Film Licensing
The Company predominantly licenses "first run" 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.
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 1996, 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.
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
seating capacity and location and condition of an exhibitor's theatres. 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 pricing.
There are over 400 participants in the domestic motion picture
exhibition industry. Industry participants vary substantially in size,
from small independent operators to large international chains. As of May
1, 1995, the ten largest motion picture exhibition companies operated
approximately 51% of the total number of screens, according to the
National Association of Theatre Owners 1995-1996 Encyclopedia of
Exhibition.
The Company's theatres also face competition from other distribution
channels for filmed entertainment, such as pay television, pay per view and
home video systems, as well as other forms of entertainment competing for
the public's leisure time and disposable income.
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 fiscal
quarter.
Employees
As of March 28, 1996, the Company had approximately 1,800 full-time
and 7,700 part-time employees. Approximately 8% 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.
(d) Financial Information about Foreign and Domestic Operations and Export
Sales
Although the Company's expansion plans include the opening of theatres
outside of the United States, its fiscal 1996 operations were exclusively
domestic and it had no export sales during fiscal 1996.
ITEM 2. PROPERTIES
Of the 226 theatres operated by the Company as of March 28, 1996, 13
theatres with 115 screens were owned, 13 theatres with 111 screens were
leased pursuant to ground leases, 196 theatres with 1,467 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. 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 lease 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. The motion has been argued and is awaiting the court's
decision. 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 28, 1996.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
With respect to the market for the Company's common stock, market
prices, and stock ownership, reference is made to information contained on
page 52 of the Report, under the headings "Stock Listing/Symbol,"
"Quarterly Common Stock Price Range" and "Stock Ownership," which
information is incorporated herein by reference.
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 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
Reference is made to information under the heading "Selected Financial
Data" on page 18 of the Report, which information is incorporated herein by
reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Reference is made to information under the heading "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
on pages 19 through 25 of the Report, which information is incorporated
herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated financial statements and notes thereto included on
pages 27 through 49 of the Report and "Statements of Operations by Quarter"
on page 50 of the Report are incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
None.
PART III
ITEM 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 75 Chairman of the Board, Chief Executive 50(2)
Officer, President and Director (AMCE and AMC)
Philip M. Singleton 49 Executive Vice President, Chief Operating 21
Officer and Director (AMCE and AMC)
Peter C. Brown 37 Executive Vice President, Chief Financial 4
Officer and Director (AMCE and AMC)
Charles J. Egan, Jr. 63 Director (AMCE and AMC) 9
Paul E. Vardeman 66 Director (AMCE and AMC) 13
Frank Stryjewski(3) 39 Senior Vice President (AMC) 17
Richard T. Walsh 42 Senior Vice President (AMC) 20
Richard J. King 47 Senior Vice President (AMC) 24
Rolando B. Rodriquez 36 Senior Vice President (AMC) 21
Richard L. Obert 56 Senior Vice President - Chief Accounting 7
and Information Officer (AMCE and AMC)
Charles P. Stilley 41 President - AMC Realty, Inc. 14
Richard M. Fay 46 President - AMC Film Marketing Less than 1
_______________
(1) As of March 28, 1996.
(2) Includes years with the predecessor of the Company.
(3) Mr. Frank T. Stryjewski resigned effective April 18, 1996.
Mr. Stanley H. 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. All directors of AMCE also serve as
directors of AMC.
All current Executive Officers of the Company and its subsidiaries
hold such offices at the pleasure of the Board of Directors, subject, in
the case of (i) Mr. Stanley H. Durwood, Chairman of the Board, Chief
Executive Officer, President and a Director of AMC and AMCE, (ii) Mr.
Philip M. Singleton, Executive Vice President, Chief Operating Officer and
a Director AMC and AMCE and (iii) Mr. Peter C. Brown, Executive Vice
President, Chief Financial Officer and a Director AMC and AMCE, 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. Mr. Durwood
has served as Chairman of the Board of AMCE and AMC since February 1986,
and has served as Chief Executive Officer of AMCE since June 1983 and of
AMC since February 20, 1986. Mr. Durwood served as President of AMCE
(i) from June 1983 through February 20, 1986, (ii) from May 1988 through
June 1989 and (iii) was elected President of AMCE on October 6, 1995.
Mr. Durwood served as President of AMC (i) from August 2, 1968 through
February 20, 1986, (ii) from May 13, 1988 through November 8, 1990 and
(iii) was elected President of AMC on October 6, 1995. Mr. Durwood is a
graduate of Harvard University.
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. 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. Mr. Brown is a graduate of the University of Kansas.
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 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
in the law firm of Polsinelli, White, Vardeman & Shalton, P.C., 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. Frank T. Stryjewski served as Senior Vice President in charge of
operations for the South Division of AMC from July 1, 1994 until he
resigned from AMC effective April 18, 1996. 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. The employment of Mr. Frank Stryjewski ceased effective
April 18, 1996.
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 from December 1, 1988.
Mr. Richard J. King has served as Senior Vice President in charge of
operations for the Northeast Division of AMC since January 4, 1995.
Previously, Mr. King served as Vice President in charge of operations for
the Northeast Division of AMC from June 10, 1992, and as Vice President in
charge of operations for the Southwest Division of AMC from October 30,
1986.
Mr. Rolando B. Rodriguez was promoted to Senior Vice President in
charge of operations for the South Division of AMC on April 2, 1996.
Previously, Mr. Rodriguez served as Vice President and South Division
Operations Manager of AMC from July 1, 1994, as Assistant South Division
Operations Manager of AMC from February 12, 1993, as South Division's Senior
Operations Manager from March 29, 1992 and as South Division's Operations
Manager from August 6, 1989.
Mr. Richard L. Obert has served as Senior Vice President - Chief
Accounting and Information Officer, since November 9, 1995, and prior
thereto served as Vice President and Chief Accounting Officer of AMCE and
AMC since January 9, 1989.
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 M. Fay has served as President, AMC Film Marketing, a
division of AMC, since September 8, 1995. Previously, Mr. Fay served as
Senior Vice President and Assistant General Sales Manager of Sony Pictures
since 1994. From 1991 to 1994, Mr. Fay served as Vice President and Head
Film Buyer for the eastern division of United Artists Theatre Circuit, Inc.
Prior thereto, Mr. Fay served as Vice President and film buyer for Loew's
Theatres since 1975.
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. The Board has also authorized that Messrs. Egan
and Vardeman be paid reasonable compensation for their services as members of a
special committee ("Special Committee") appointed to consider a proposed merger
of AMCE and Durwood, Inc. and $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 1996, Messrs. Egan and Vardeman each received $30,000 for their
services on the Special Committee and $115,100 and $106,100, respectively,
for (i) services as members of the Boards 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 fiscal year and hereafter referred to as the "Named Executive
Officers") for the years ended March 28, 1996, March 30, 1995, and March
31, 1994.
SUMMARY 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 1996 $492,634 $275,000 N/A - $ -
Chief Executive Officer 1995 452,088 108,949 N/A 22,500 -
1994 436,800 263,400 N/A - -
Philip M. Singleton 1996 285,311 154,000 N/A - 4,686
Chief Operating Officer 1995 273,247 64,149 N/A 4,500 4,663
1994 264,142 153,600 $51,930 150,000 59,564
Peter C. Brown 1996 257,439 137,500 N/A - 4,726
Chief Financial Officer 1995 234,836 55,433 N/A 4,500 4,657
1994 227,016 135,000 N/A 150,000 4,675
Richard T. Walsh 1996 207,204 80,000 N/A 2,250 4,620
Senior Vice President 1995 200,855 35,500 217,112 - 63,464
1994 170,982 66,000 N/A 30,000 3,400
Frank T. Stryjewski (3) 1996 192,209 74,000 N/A 2,250 4,620
Senior Vice President 1995 189,840 43,000 N/A - 4,716
1994 171,098 74,250 N/A 30,000 3,400
(1) N/A denotes not applicable. Fiscal 1995 includes a lump sum
payment and gross up of taxes on moving expenses totaling
$209,408 of Mr. Richard T. Walsh. Fiscal 1994 includes gross up
of taxes of $43,285 on moving expenses of Mr. Philip M.
Singleton. For the years presented, excluding Mr. Richard T.
Walsh in 1995 and 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 1996, All Other Compensation includes the Company's
contributions under the Company's 401(K) Plan and the Executive
Savings Plan, both of which are defined contribution plans,
in the aggregate amount of $4,686 for Mr. Philip M. Singleton, $4,726
for Mr. Peter C. Brown, $4,620 for Mr. Richard T. Walsh and $4,620 for
Mr. Frank J. Stryjewski. For fiscal 1995, All Other
Compensation includes the Company's contributions to two defined
contribution savings plans in the amount of $4,663 for Mr. Philip
M. Singleton, $4,657 for Mr. Peter C. Brown, $4,786 for Mr.
Richard T. Walsh and $4,716 for Mr. Frank T. Stryjewski. In
addition, moving expense for Mr. Richard T. Walsh is included in
the amount of $58,678. For fiscal 1994, the totals include the
Company's contributions to a defined contribution savings plan in
the amount of $4,708 for Mr. Philip M. Singleton, $4,675 for Mr.
Peter C. Brown, $3,400 for Mr. Richard T. Walsh and $3,400 for
Mr. Frank T. Stryjewski. In addition, moving expense for Mr.
Philip M. Singleton is included in the amount of $54,856.
(3) Mr. Frank T. Stryjewski resigned effective April 18, 1996.
(4) As of March 28, 1996, the Named Executive Officers held
performance shares awards under the Company's 1994 Stock Option
and Incentive Plan entitling them to receive shares of the
Company's Common Stock at the end of a three year period from the
date of grant upon satisfaction of performance goals. See "Long
Term Incentive Plan". The number of shares issuable to each such
person (and the value of such shares as of March 28, 1996) under
awards in effect as of March 28, 1996 upon attainment of threshold,
target and maximum performance goals is as follows: Threshold --
Stanley H. Durwood - 30,000 shares ($723,750); Philip M.
Singleton - 6,000 shares ($144,750); Peter C. Brown - 6,000
shares ($144,750); Richard T. Walsh - 3,000 shares ($72,375); and
Frank T. Stryjewski - 3,000 shares ($72,375); Target -- Stanley
H. Durwood - 45,000 shares ($1,085,625); Philip M. Singleton -
9,000 shares ($217,125); Peter C. Brown - 9,000 Shares
($217,125); Richard T. Walsh - 4,500 shares ($108,563) and Frank
T. Stryjewski - 4,500 shares ($108,563); Maximum -- Stanley H.
Durwood - 90,000 shares ($2,171,250); Philip M. Singleton -
18,000 shares ($434,250); Peter C. Brown - 18,000 shares
($434,250); Richard T. Walsh - 9,000 shares ($217,125); and Frank
T. Stryjewski - 9,000 shares ($217,125). Mr. Frank T. Stryjewski
resigned effective April 18, 1996. The performance shares for
Mr. Stryjewski were subsequently canceled.
Option Grants
The following table provides certain information concerning
individual grants of stock options made during the last completed fiscal
year under the AMC Entertainment Inc. 1994 Stock Option and Incentive Plan
to each of the Named Executive Officers.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Number % of Total Potential Realizable
of Options/ Value at Assumed
Securities SARs Exercise Annual Rates of Stock
Underlying Granted to or Price Appreciation for
Options/ SARs Employees Base Option Term
Granted in Fiscal Price Expiration
Name (#) Year ($sh) Date 5% ($) 10% ($)
Stanley H. Durwood - - $ - - - $ -
Philip M. Singleton - - - - - -
Peter C. Brown - - - - - -
Richard T. Walsh 2,250 9.70% 14.50 6/27/05 20,520 51,998
Frank T. Stryjewski(1) 2,250 9.70% 14.50 6/27/05 20,520 51,998
The stock options granted during the fiscal year ended March 28,
1996, 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. The Compensation Committee of the Board of Directors may
permit accelerated exercise of options if certain extraordinary events
occur, such as a merger or liquidation of the Company, the sale of
substantially all of the assets of the Company, a subsidiary or a division
or the change in control of the Company. With the consent of the Board of
Director's Compensation Committee, optionees may satisfy tax withholding
obligations by electing to have shares otherwise issuable upon exercise of
an option withheld.
(1) Mr. Frank T. Stryjewski resigned effective April 18, 1996. The
options granted to Mr. Stryjewski in fiscal 1996 have expired
unexercised.
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 28, 1996.
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 - - 11,250/11,250 $11.75 $139,219/$139,219
Philip M. Singleton - - 75,000/75,000 9.250 1,115,625/1,115,625
2,250/2,250 11.75 27,844/27,844
Peter C. Brown - - 75,000/75,000 9.250 1,115,625/1,115,625
2,250/2,250 11.75 27,844/27,844
Richard T. Walsh - - 15,000/15,000 9.375 221,250/221,250
0/2,250 14.50 0/21,656
Frank T. Stryjewski(1) - - 15,000/15,000 9.375 221,250/221,250
0/2,250 14.50 0/21,656
(1) Mr. Frank T. Stryjewski resigned effective April 18, 1996. The
unexercisable options outstanding at March 28, 1996 have expired
unexercised.
Long-Term Incentive Plan
The following table provides certain information concerning shares
("Performance Shares") issuable under performance stock awards approved by
the Compensation Committee of the Board of Directors during the last
completed fiscal year for each of the Named Executive Officers.
LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR
Number of
Shares, Performance or
Units or Other Period Estimated Future Payout under
Other Rights until Maturation Non-stock Price-Based Plans
(#)(1) Or Payout Threshold (#) Target (#) Maximum (#)
Stanley H. Durwood - - - - -
Philip M. Singleton - - - - -
Peter C. Brown - - - - -
Richard T. Walsh 9,000 3 years 3,000 4,500 9,000
Frank T. Stryjewski (2) 9,000 3 years 3,000 4,500 9,000
______________________
(1) Maximum
(2) Mr. Frank T. Stryjewski resigned effective April 18, 1996. The
Performance Shares for Mr. Stryjewski were subsequently canceled.
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 multiple of theatre EBITDA
(theatre EBITDA is Consolidated EBITDA less National Cinema Network, Inc.
EBITDA), plus the book value of National Cinema Network, Inc., cash and
equivalents and investments and investments in other long-term assets,
less corporate borrowings, capitalized lease obligations and the carrying
value of minority interests. 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. The Compensation Committee of the Board of Directors may
waive performance goals if certain extraordinary events occur, such as a
merger or liquidation of the Company, the sale of substantially all of the
assets of the Company, a subsidiary or a division or the change in control
of the Company.
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.
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 each participant.
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
1995 and 1996).
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 1996 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 $250,000 in 1996.
Highest Consecutive
Five Year Average
Annual Compensation Year of Credited Service
15 20 25 30 35
$125,000 $17,716 $23,621 $29,527 $35,432 $41,337
150,000 21,466 28,621 35,777 42,932 50,087
175,000 25,216 33,621 42,027 50,432 58,837
200,000 28,966 38,621 48,277 57,932 67,587
225,000 32,716 43,621 54,527 65,432 76,337
250,000 36,466 48,621 60,777 72,932 85,087
As of March 28, 1996, the years of credited service under the
Retirement Plan for each of the Named Executive Officers were: Mr. Philip
M. Singleton, 22 years, Mr. Peter C. Brown, 5 years, Mr. Richard T. Walsh
21 years and Mr. Frank T. Stryjewski (1) 17 years. The final amount
distributed to Mr. Stanley H. Durwood in fiscal 1995 from the Company's
Retirement Plan was $42,067, and was not included in the Summary
Compensation Table. In addition, the benefit Mr. Stanley H. Durwood
accrued under the Supplemental Executive Retirement Plan was $18,724 in
fiscal 1996 and is not included in the Summary Compensation Table.
(1) Mr. Frank T. Stryjewski resigned effective April 18, 1996.
Employment Contracts, Termination of Employment and Change in Control
Arrangements
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.
Mr. Stanley H. Durwood has an employment agreement with the Company
dated January 26, 1996 retaining him as Chairman and Chief Executive
Officer. It provides for an annual base salary of no less than $500,000
plus payments and awards under the Company's Executive Incentive Program
("EIP"), the Company's 1994 Stock Option and Incentive Plan and other bonus
plans in effect for executive officers at a level reflecting his position,
plus such other amounts as may be paid under any other compensatory arrangement
as determined in the sole discretion of the Compensation Committee. The
Compensation Committee has also agreed to use its best efforts to provide
Mr. Durwood up to $5,000,000 in life insurance and to pay the premiums
thereon and taxes resulting from such payment. Mr. Durwood's employment
agreement has a term of three years and is automatically extended one year
on its anniversary date, January 26, so that as of such date each year the
agreement has a three year term. The employment agreement is terminable
without severance upon Mr. Durwood's death or if he engages in intentional
misconduct or a knowing violation of law or breaches his duty of loyalty
to the Company. The agreement also is terminable (i) by Mr. Durwood, in
the event of the Company's breach, and (ii) by the Company, without cause
or in the event of Mr. Durwood's death or disability, in each case with
severance payments equal to three times the sum of his annual base salary
in effect at the time of termination plus the average of annual incentive
or discretionary cash bonuses paid during the three fiscal years preceding
the year of termination. The Company may elect to pay such severance
payments in monthly installments over a period of three years or in a lump
sum after discounting such amount to its then present value. The
aggregate amount payable under this employment agreement, assuming
termination with severance occurred as of March 28, 1996, was
approximately $1,923,002.
Messrs. Philip M. Singleton and Peter C. Brown each have employment
agreements with AMC dated September 26, 1994, providing for annual base
salaries of no less than $266,000 and $227,000, 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 28, 1996, was approximately
$993,742.
As permitted by the Company's 1994 Stock Option and Incentive Plan, stock
options and Performance Share awards granted to participants thereunder
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 extraordinary transactions which may not constitute a change of
control.
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 FLSA 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 15,
1996, with respect to beneficial owners of five percent or more of any
class of the Company's voting securities:
Name and Address Number of Shares Percent
Title of Class of Beneficial Owner Beneficially Owned of Class
Common Stock Durwood, Inc.(1) 2,641,951(2) 47.8%(2)
106 West 14th Street
Kansas City, MO 64105
Stanley H. Durwood(1) 2,653,351(2)(3) 47.9%(2)
106 West 14th Street
Kansas City, MO 64105
Brian H. Durwood(1) 2,641,951(2) 47.8%(2)
655 N.W. Altishan Place
Beaverton, OR 97006
Edward D. Durwood(1) 2,641,951(2) 47.8%(2)
3001 West 68th Street
Shawnee Mission, KS 66208
Peter J. Durwood(1) 2,641,951(2) 47.8%(2)
666 West End Avenue
New York, NY 10025
Thomas A. Durwood(1) 2,641,951(2) 47.8%(2)
P. O. Box 7208
Rancho Santa Fe, CA 92067
Elissa D. Grodin(1) 2,641,951(2) 47.8%(2)
187 Chestnut Hill Road
Wilton, CT 06897
Carol D. Journagan(1) 2,641,951(2) 47.8%(2)
1323 Granite Creek Drive
Blue Springs, MO 64015
Sandler Capital Mgmt. 285,500(4) 5.2%
767 5th Avenue
New York, NY 10153
The Equitable Com- 615,424(5) 10.0%(5)
panies Incorporated
787 Seventh Avenue
New York, NY 10019
Ryback Management 1,684,865(6) 23.4%(6)
Corporation
7711 Carondelet Ave.
St. Louis, MO 63105
Class B Stock Durwood, Inc.(1) 11,157,000(2) 100.0%
106 West 14th Street
Kansas City, MO 64105
(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
Durwood, Inc. ("DI"). American Associated Enterprises, ("AAE") a Missouri
limited partnership of which Mr. Stanley H. Durwood is the limited partner
and his six children, Edward D. Durwood, Carol D. Journagan, Thomas A.
Durwood, Elissa D. Grodin, Brian H. Durwood and Peter J. Durwood, are the
general partners, holds approximately 25% of the voting power of DI's
outstanding capital stock. Mr. Stanley H. Durwood is the sole director of
DI and is Chairman of the Board, Chief Executive Officer, President and
Director of AMCE and AMC.
Mr. Durwood has sole voting power over the shares of AMCE held by DI
but may be deemed to share investment power with respect to such shares
with his children. As reported in the Schedule 13-D's filed by Mr. Durwood
and DI and by Mr. Durwood's children and AAE, Mr. Durwood and his
children have entered into an agreement expressing their intention to
pursue certain transactions to dissolve AAE and to cause shares of AMCE
held by DI to be distributed to members of the Durwood family through a
merger of DI into AMCE. Thereafter, the family intends to sell
3,000,000 shares of Common Stock in a public offering, which will be
made only by means of a prospectus. If the proposed transactions are
consummated, Mr. Durwood will retain approximately 4.5 million shares
(or 100%) of AMCE's Class B Stock and each of his children will retain
approximately 1 million shares (aggregating approximately 52%) of
AMCE's Common Stock. Based on voting shares outstanding as of May 15,
1996, the shares to be retained by Mr. Durwood will represent
approximately 79% of the combined voting power of AMCE's voting stock.
However, provisions of the family agreement could result in an adjustment
pursuant to which Mr. Durwood would deliver additional shares to his
children. The proposed transactions are subject to negotiation of a
definitive merger agreement with AMCE and approval of such agreement by
the holders of a majority of the shares of Common Stock voting thereon,
other than members of the Durwood family. Reference is made to AMCE's
report on Form 8-K dated May 6, 1996, for additional information
respecting the Durwood family agreement.
(2) The shares of Class B Stock owned of record by DI and beneficially
owned by members of the Durwood family as indicated in footnote (1)
above are convertible into Common Stock on a share for share basis.
The number and percentage of shares of Common Stock shown as
beneficially owned do not give effect to the conversion option.
Were all the shares of Class B Stock converted, there would be
16,686,056 shares of Common Stock outstanding, of which DI would
own of record 13,798,951, or 83% of the outstanding shares of
Common Stock.
(3) The shares of Common Stock shown as beneficially owned by Mr.
Stanley H. Durwood also include 150 shares owned by him directly
and 11,250 shares subject to presently exercisable stock options.
(4) As reported by Sandler Capital Management on Schedule
March 7, 1996.
(5) This is the number of shares of Common Stock that would be obtained
upon conversion of AMCE's $1.75 Cumulative Convertible Preferred
Stock reported as owned by The Equitable Companies Incorporated in
Amendment No. 1 to Schedule 13G dated February 9, 1996.
(6) This is the number of shares of Common Stock that would be obtained
upon conversion of AMCE's $1.75 Cumulative Convertible Preferred
Stock reported as owned by Ryback Management Corporation in
Amendment No. 1 to Schedule 13G dated January 25, 1996.
Beneficial Ownership By Directors and Officers
The following table sets forth certain information as of May 15, 1996,
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 429,000 shares of Common Stock
subject to options under the Company's 1984 and 1994 Stock Option Plans
held by Executive Officers. Unless otherwise indicated, the persons named
are believed to have sole voting and investment power over the shares
shown as beneficially owned by them.
Name and Address Number of Shares Percent
Title of Class of Beneficial Owner Beneficially Owned of Class
Common Stock Stanley H. Durwood 2,653,351(1)(2) 47.9%
Philip M. Singleton 132,750(2) 2.4%
Peter C. Brown 114,750(2) 2.0%
Richard T. Walsh 23,675(2) *
Frank T. Stryjewski(3) 15,150(2) *
Paul E. Vardeman 300 *
All Directors and Executive
Officers as a group (12 persons,
including the individuals named
above) 2,978,269(2) 50.7%
Class B Stock Stanley H. Durwood 11,157,000(1) 100.0%
*Less than one percent.
(1) See Notes 1 and 2 under "Security Ownership of Certain Beneficial
Owners and Management." Mr. Stanley H. Durwood has sole voting power
over the shares held by DI but may be deemed to share investment power
with respect to such shares with his children. The shares of Common
Stock shown as beneficially owned by Mr. Stanley H. Durwood also include
150 shares owned by him directly and 11,250 shares subject to presently
exercisable stock options.
(2) Includes shares subject to presently exercisable options to purchase
Common Stock under the Company's 1984 and 1994 Stock Option Plans, as
follows: Mr. Stanley H. Durwood - 11,250 shares; Mr. Philip M.
Singleton - 114,750 shares; Mr. Peter C. Brown - 114,750 shares; Mr.
Richard T. Walsh - 23,625 shares; Mr. Frank T. Stryjewski - 15,000
shares; and all executive officers as a group - 315,750 shares.
(3) Mr. Frank T. Stryjewski resigned from the Company effective April
18, 1996.
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. Executive 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 1996 its Executive Officers, Directors
and greater-than-10% beneficial owners complied with all Section 16(a)
filing requirements applicable to them.
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 the sole Director of DI and Chairman of the
Board, Chief Executive Officer, President 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
interests 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 March 31, 1995 or
involve receivables that remain outstanding as of March 28, 1996.
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 1996.
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. As of March 28, 1996, DI and its subsidiaries
owed AMC $795,000 which was also the largest balance owned by DI and its
subsidiaries to AMC during fiscal 1996. The balance was repaid in its
entirety shortly after the fiscal year end.
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. Jeffery W. Journagan, a son-in-law of Mr. Stanley
H. Durwood, was employed by a subsidiary of the Company. Mr. Journagan's
current compensation is approximately $80,000.
AMC loaned $200,000 in January 1987 to Mr. Donald P. Harris, one of
the named Executive Officers in fiscal 1995, in connection with the
purchase of his principal residence. The employment of Mr. Harris by the
Company or its afiliates ceased effective as of October 1, 1995. Mr.
Harris paid AMC $110,249, the remaining amount of the principal and
accrued interest on the loan, on October 1, 1995. The largest principal
amount outstanding on the note during fiscal 1996 was $200,000.
AMC has proposed an employment agreement with Mr. Richard M. Fay
which provides for an annual base salary of $275,000 and a $50,000
relocation allowance. Mr. Fay is eligible to participate in the EIP or
other bonus arrangement, if any, as determined from time to time in the
sole discretion of the Compensation Committee of the Board of Directors of
the Company upon the recommendation of the Chief Executive Officer of the
Company. The proposed employment agreement has a term of three years, from
September 8, 1995 through September 7, 1998. As proposed, the employment
agreement will terminate without severance upon Mr. Fay's resignation,
death or disability as defined in his proposed employment agreement, or
upon AMC's good faith determination that Mr. Fay has been dishonest or has
committed a breach of trust respecting AMC. As proposed, AMC may terminate
the employment agreement at any time, with severance payments in an amount
equal to, at AMC's option, either (i) Mr. Fay's base salary per month in
effect at the time of termination, payable over the remaining term of his
employment, or (ii) the net present value of the monthly payments
described in (i) above, payable within 30 days of the date of termination.
As proposed, any severance payable to Mr. Fay shall be reduced by any
wages, compensation or income, cash or otherwise, received by Mr. Fay from
sources other than AMC during the remaining term of his employment
agreement following the date of termination.
The Company and Mr. Edward D. Durwood entered into an Agreement and
General Release effective October 5, 1995, pursuant to which Mr. Durwood
was terminated as President, Vice Chairman of the Board and Director of
AMCE and AMC upon the recommendation of the Compensation Committee without
cause with the consent of the Company's Board of Directors. The Company
paid Mr. Durwood $498,398 in severance. The Agreement and General Release
also provides for mutual releases between the Company and Mr. Durwood.
AMC and Mr. Donald P. Harris entered into an Agreement and Release
effective October 1, 1995, pursuant to which Mr. Harris resigned as
President AMC Film Marketing, Inc. AMC paid Mr. Harris $467,850 in
severance. Mr. Harris paid AMC $110,249, the remaining amount of the
principal and accrued interest on a loan he had previously received from
AMC. The Agreement and Release also provides for mutual releases between
AMC and Mr. Harris.
In November of 1995, AMC purchased the principal residence of Mr.
Richard M. Fay, one of the Executive Officers in 1996, for $500,000. The
Company is currently marketing the residence and intends to sell it.
During fiscal 1996, the Company retained Polsinelli, White, Vardeman
& Shalton, P.C., of which Mr. Vardeman, a director of AMCE and AMC, is a
partner, as special legal counsel.
For a description of certain employment agreements between the
Company and Messrs. Stanley H. Durwood, Philip M. Singleton and Peter C.
Brown, see "Employment Contracts, Termination of Employment and Change in
Control Arrangements."
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 tax 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)(1) Financial Statements
The following consolidated financial statements of the Registrant and
its consolidated subsidiaries included in the Report are incorporated
herein by reference in Item 8:
Consolidated Balance Sheets - March 28, 1996 and March 30, 1995
Consolidated Statements of Operations-Fiscal years (52 weeks) ended
March 28, 1996, March 30, 1995 and March 31, 1994
Consolidated Statements of Cash Flows - Fiscal years (52 weeks) ended
March 28, 1996, March 30, 1995 and March 31, 1994
Consolidated Statements of Stockholders' Equity - Fiscal years (52
weeks) ended March 28, 1996, March 30, 1995 and March 31, 1994
Notes to Consolidated Financial Statements - Fiscal years (52 weeks)
ended March 28, 1996, March 30, 1995 and March 31, 1994
(a)(2) Financial Statement Schedules
The following consolidated financial statement schedule of the
Registrant and its consolidated subsidiaries is filed pursuant to Item
14(d) (this schedule appears immediately following the signature page):
Schedule II - Valuation and Qualifying Accounts and Reserves
All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable, and therefore
have been omitted.
(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 28, 1996.
(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 June 3, 1996
Stanley H. Durwood Executive Officer, President
and Director
/s/ Paul E. Vardeman Director June 3, 1996
Paul E. Vardeman
/s/ Charles J. Egan, Jr. Director June 3, 1996
Charles J. Egan, Jr.
/s/ Philip M. Singleton Executive Vice President, Chief June 3, 1996
Philip M. Singleton Operating Officer and Director
/s/ Peter C. Brown Executive Vice President, Chief June 3, 1996
Peter C. Brown Financial Officer and Director
/s/ Richard L. Obert Senior Vice President - Chief June 3, 1996
Richard L. Obert Accounting and Information Officer
REPORT OF INDEPENDENT ACCOUNTANTS
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 has been incorporated by reference in this Form 10-K
from page 27 of the 1996 Annual Report to Shareholders of AMC Entertainment
Inc. and subsidiaries. In connection with our audits of such financial
statements, we have also audited the related financial statement schedule
listed in Item 14(a)(2) 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.
/s/ Coopers & Lybrand
Kansas City, Missouri
May 17, 1996
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 28, 1996
Allowance for
doubtful accounts $ 1,529 $ 526 $ - $ 1,254 $ 801
Self insurance
reserves 12,029 10,458 - 9,852 12,635
Reserve for future
dispositions 2,827 - - 720 2,107
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
(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.
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
2.1. 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)
*2.2. Articles of Merger dated March 28, 1996, between AMC
Philadelphia, Inc. and its wholly owned subsidiary Concord
Cinema, Inc.
*2.3. Articles of Merger dated March 28, 1996, between
American Multi-Cinema,
Inc. and its wholly owned subsidiary Conservco, Inc.
*2.4. Articles of Merger dated April 3, 1996, between American
Multi-Cinema,
Inc. and its wholly owned subsidiary AMC Film Marketing,Inc.
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. Certificate of Incorporation, as amended, of AMC Canton Realty,
Inc. (4)
3.11. Bylaws of AMC Canton Realty, Inc. (4)
3.12. Certificate of Incorporation, as amended, of Budco
Theatres, Inc. (4)
3.13. Bylaws of Budco Theatres, Inc. (4)
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)
4.1.(d) Fifth Supplemental Indenture dated December 28, 1995, respecting
AMC Entertainment Inc.'s 11 7/8% Senior Notes due 2000 (17)
4.1.(e) Fifth Supplemental Indenture dated December 28, 1995, respecting
AMC Entertainment Inc.'s 12 5/8% Senior Subordinated Notes due
2002 (17)
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)
*4.2.(d) Sixth Supplemental Indenture dated March 28, 1996, respecting AMC
Entertainment Inc.'s 11 7/8% Senior Notes due 2000
*4.2.(e) Sixth Supplemental Indenture dated March 28, 1996, respecting AMC
Entertainment Inc.'s 12 5/8% Senior Subordinated Notes due 2002
4.3. Credit Agreement Dated as of December 27, 1995 Among AMC
Entertainment Inc., as the Borrower, The Bank of Nova Scotia, as
Administrative Agent, Chemical Bank, as Syndication Agent, and
Bank of America National Trust and Savings Association, as
Documentation Agent and Various Financial Institutions, as
Lenders together with the following exhibits thereto, form of
significant subsidiaries guarantee, form of notes, form of pledge
agreement and form of subsidiary pledge agreement. (17)
4.4. Significant Subsidiary Guaranty from American Multi-Cinema,
Inc., 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, as Administrative
Agent (17)
4.5. 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
as amended
10.5.(b) Performance Stock Award Agreement (14)
10.5.(c) Non-Qualified (NON-ISO) Stock Option Agreement (14)
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 (14)
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.
Durood, Executive Medical Expense Reimbursement and Supplemental
Accidental Death or Dismemberment Insurance Plan, as restated
effective as of February 1, 1991 (4)
10.12. Division Operations Incentive Program (4)
10.13. Management Agreement dated December 30, 1986, between AMC
Philadelphia, Inc. and H. Donald Busch ("Busch") (10)
10.14. Stockholders' Agreement dated December 30, 1986, between AMC
Philadelphia, Inc. and Busch (10)
10.15. Letter of Agreement dated November 25, 1986, between American
Multi-Cinema, Inc. and Busch (10)
10.16. Letter of Agreement dated December 30, 1986, between American
Multi-Cinema, Inc. and Busch (10)
10.17. 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)
10.18. Stock Sale Agreement dated March 4, 1991, by and between
American Multi-Cinema, Inc. and C&C Investment Holdings, L.P.
(12)
10.19.(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)
10.19.(b)Amendment dated April 25, 1991, to Option Agreement (4)
10.20. Real Estate Contract dated March 30, 1992, among Philip M.
Singleton, C. Suzanne Singleton and American Multi-Cinema, Inc. (4)
10.21. Agreement and General Release between Edward D. Durwood and
American Multi-Cinema, Inc. (15)
10.22. Agreement and General Release between Donald P. Harris and
American Multi-Cinema, Inc. (15)
10.23. 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)
10.24. 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)
10.25. Assignment and Assumption Agreement between Cinema Enterprises
II, Inc. and TPI Entertainment, Inc. (5)
10.26. 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)
10.27. 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)
10.28. 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)
10.29. Second Mortgage dated June 16, 1993, among Thomas L. Velde,
Katherine G. Terwilliger and American Multi-Cinema, Inc. (5)
10.30. Summary of American Multi-Cinema, Inc. Executive Incentive
Program (13)
10.31. AMC Non-Qualified Deferred Compensation Plans (2)
*10.32. Employment agreement between American Multi-Cinema, Inc.
and Stanley H. Durwood
*10.33. Real Estate Contract dated November 1, 1995 among Richard M. Fay,
Mary B. Fay and American Multi-Cinema, Inc.
*11. Computation of Per Share Earnings
*13. Incorporated portions of the Annual Stockholders Report for the
fiscal year ended March 28, 1996.
16. Letter regarding change in certifying accountant (6)
*21. Subsidiaries of AMC Entertainment Inc.
*23. Consent of Coopers & Lybrand, L.L.P. to the use of their
report of independent accountants 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 Form 10-K
(File No. 1-12429) report for fiscal year ended March 30, 1995
(15) Incorporated by reference from AMCE's Form 10-Q
(File No. 0-12429) dated October 27, 1995
(16) Incorporated by reference from AMCE's Form 10-Q
(File No. 1-08747) dated November 1, 1994
(17) Incorporated by reference from AMCE's Form 10-Q
(File No. 0-12429) dated February 2, 1996
* - Filed herewith
EXHIBIT 11.
AMC ENTERTAINMENT INC. AND SUBSIDIARIES
STATEMENTS REGARDING COMPUTATION OF PER SHARE EARNINGS
Years (52) weeks Ended March 28, 1996, March 30, 1995 and March 31, 1994
(in thousands, except per share amounts)
1996 1995 1994
PRIMARY EARNINGS PER SHARE:
Net earnings before extraordinary item $ 27,371 $ 33,978 $ 15,312
Extraordinary item (19,350) - -
Net earnings 8,021 33,978 15,312
Preferred dividends (7,000) (7,000) (538)
Net earnings for common shares $1,021 $ 26,978 $ 14,774
Average shares for primary earnings per share:
Weighted average number of
shares outstanding 16,513 16,456 16,365
Stock options and other dilutive items 282 137 156
Total shares outstanding 16,795 16,593 16,521
Primary earnings per share
before extraordinary item $ 1.21 $ 1.63 $ 0.89
Primary earnings per share $ .06 $ 1.63 $ 0.89
FULLY DILUTED EARNINGS PER SHARE:
Net earnings before extraordinary item $ 27,371 $ 33,978 $ 15,312
Extraordinary item (19,350) - -
Net earnings 8,021 33,978 15,312
Preferred dividends (7,000) n/a (538)
Net earnings for common shares $1,021 $ 33,978 $ 14,774
Weighted average number of
shares outstanding 16,513 16,456 16,365
Stock options and other dilutive items 518 157 185
Shares issuable upon conversion
of preferred stock n/a 6,896 n/a
Total shares outstanding 17,031 23,509 16,550
Fully diluted earnings per share
before extraordinary item $1.20(1) $1.45(2) $0.89(1)
Fully diluted earnings per share $0.06(1) $1.45(2) $0.89(1)
(1) Fully diluted earnings per share for 1996 and 1994 excludes conversion
of preferred stock.
(2) Fully diluted earnings per share for 1995 includes conversion of
preferred stock.
EXHIBIT 21.
AMC ENTERTAINMENT INC. AND ITS SUBSIDIARIES
AMC ENTERTAINMENT INC.
American Multi-Cinema, Inc.
AMC Philadelphia, Inc. (1)
Budco Theatres, Inc.
AMC Realty, Inc.
AMC Canton Realty, Inc.
Centertainment, Inc.
AMC Entertainment International, Inc.
AMC Entertainment International Limited
AMC Entertainment EspaNa S.A.
Actividades Multi-Cinemas E Espectaculos, LDA
AMC De Mexico, S.A., De C.V.
AMC Europe S.A.
National Cinema Network, Inc.
Unless otherwise noted all subsidiaries are wholly-owned.
(1)80% owned by American Multi-Cinema, Inc.
EXHIBIT 23.
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
statement of AMC Entertainment Inc. on Form S-8 (File Nos. 33-58129,
2-92048, 2-97522 and 2-97523) of our report dated May 17, 1996, on our
audits of the consolidated financial statements and financial
statement schedule of AMC Entertainment Inc. as of March 28, 1996, and
March 30, 1995, and for each of the three years (52 weeks) ended March
28, 1996, which report is incorporated by reference in this Annual Report
on Form 10-K.
/s/ Coopers & Lybrand
Kansas City, Missouri
June 3, 1996