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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
For the fiscal year ended April 3, 1997
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 1-8747
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 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. [ X ]
The aggregate market value of the registrant's voting stock held by non-
affiliates as of May 19, 1997 computed by reference to the closing price
for such stock on the American Stock Exchange on such date, was
$95,287,321.
Number of Shares
Title of Each Class of Common Stock Outstanding as of May 19, 1997
Common Stock, 66 2/3 cents par value 6,804,296
Class B Stock, 66 2/3 cents par value 11,157,000
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Stockholders' Report for the fiscal year ended
April 3, 1997 (the "Report") are incorporated by reference into Parts I
and II.
AMC ENTERTAINMENT INC. AND SUBSIDIARIES
1997 FORM 10-K ANNUAL REPORT
PART I
PAGE NUMBER
Item 1. Business 3
Item 2. Properties 9
Item 3. Legal Proceedings 9
Item 4. Submission of Matters to a Vote of Security Holders 10
PART II
Item 5. Market for the Registrant's Common Equity and
Related Stockholder Matters 10
Item 6. Selected Financial Data 11
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
Item 8. Financial Statements and Supplementary Data 11
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosures 11
PART III
Item 10. Directors and Executive Officers of the Registrant 12
Item 11. Executive Compensation 14
Item 12. Security Ownership of Certain Beneficial Owners
and Management 22
Item 13. Certain Relationships and Related Transactions 25
PART IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K 29
Signatures 30
PART I
ITEM 1. BUSINESS
(a) General Development of Business
AMC Entertainment Inc. ("AMCE") is a holding company which, 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 principally involved in the
operation of motion picture theatres throughout the United States and in
Japan and Portugal. The Company is also involved in the business of
providing on-screen advertising and other services to AMC and other
theatre circuits through a wholly-owned subsidiary, National Cinema
Network, Inc. ("NCN").
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 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
General
The Company is one of the leading theatrical exhibition companies in
North America. In the fiscal year ended April 3, 1997, the Company's
revenues were $749,597,000. As of April 3, 1997, the Company operated
228 theatres with an aggregate of 1,957 screens located in 23 states, the
District of Columbia, Portugal and Japan. Approximately 61% of the
screens operated by the Company are located in Florida, California, Texas,
Missouri and Michigan and approximately 73% of the Company's domestic
screens are located in areas among the 20 largest "Areas of Dominant
Influence" (television market areas as defined by Arbitron Company).
The Company is an industry leader in the development and operation of
"megaplex" and "multiplex" theatres, primarily in large metropolitan
markets. Megaplex theatres are theatres having at least 14 screens with
predominantly stadium-style seating (seating with an elevation between
rows to provide unobstructed viewing). Multiplex theatres are theatres
generally without stadium-style seating and having less than 14 screens.
The Company believes that its strategy of developing megaplex theatres has
prompted the current theatrical exhibition industry trend in the United
States and Canada toward the development of larger theatre complexes.
This trend has accelerated the obsolescence of many existing movie
theatres by setting new standards for moviegoers, who have demonstrated
their preference for the more attractive surroundings, wider variety of
films, better customer services and more comfortable seating typical of
megaplexes.
In addition to providing a superior entertainment experience,
megaplex theatres realize economies of scale by serving more patrons from
common support facilities, thereby spreading costs over a higher revenue
base. The Company's megaplex theatres have consistently ranked among its
top grossing facilities on a per screen basis. During the fiscal year
ended April 3, 1997, attendance per screen at the Company's megaplex
theatres was 88,200 compared to 63,800 for the Company's multiplex
theatres. (During 1995, the last period for which data is available, the
theatrical exhibition industry in the United States averaged approximately
47,000 patrons per screen.) In addition, during the fiscal year ended
April 3, 1997, average revenue per patron at the Company's megaplex
theatres was $6.54 compared to $5.95 for its multiplex theatres, and
operating cash flow before rent of the Company's megaplex theatres was 37%
of the total revenues of such theatres, whereas operating cash flow before
rent of the Company's multiplex theatres was 33% of total revenues of such
theatres. As of April 3, 1997, 591 screens, or 30.2% of the Company's
screens, were in megaplex and multiplex theatres with 14 or more screens
and of these, 366 screens, or 18.7% of the Company's screens, were in
megaplex theatres. The average number of screens per theatre operated by
the Company is 8.6, compared to an average of 5.9 for the ten largest
North American theatrical exhibition companies (based on number of
screens) and 5.2 for all North American theatrical exhibition companies.
The Company continually upgrades its theatre circuit by opening new
theatres (primarily megaplex theatres), adding new screens to existing
theatres and selectively closing unprofitable theatres. Since April 1995,
the Company has opened 24 new theatres with 422 screens, representing
21.6% of its current number of screens, and has added 42 screens to
existing theatres. Of these 422 screens, 366 screens were in 18 megaplex
locations. Among these new theatres are the Company's first theatre in
Japan, the Canal City 13, in Fukuoka, and its first theatre in Portugal,
the Arrabida 20, in Porto. As of April 3, 1997, the Company had 21 new
theatres under construction having an aggregate of 514 screens and was
adding 44 screens to existing theatres. All of these theatres and screens
will be located in the United States.
Revenues for the Company are generated primarily from box office
admissions and theatre concessions sales, which accounted for 66% and 30%,
respectively, of fiscal 1997 revenues. The balance of the Company's
revenues are generated primarily by the Company's on-screen advertising
business, video games located in theatre lobbies and the rental of theatre
auditoriums.
Business Strategy
The Company intends to expand its theatre circuit primarily by
developing new theatres in major markets in the United States and select
international markets. New theatres will primarily be megaplex theatres
which will also be equipped with SONY Dynamic Digital SoundT (SDDST) and
AMC LoveSeatT style seating (plush, high-backed seats with retractable
armrests). Other amenities may include auditoriums with TORUST Compound
Curved Screens and High Impact Theatre SystemsT (HITST), which enhance
picture and sound quality, respectively.
The Company's strategy of establishing megaplex theatres enhances
attendance and concessions sales by enabling it to exhibit concurrently a
variety of motion pictures attractive to different segments of the movie-
going public. Megaplexes also allow the Company to match a particular
motion picture's attendance patterns to the appropriate auditorium size
(ranging from approximately 90 to 450 seats), thereby extending the run of
a motion picture and providing superior theatre economics. The Company
believes that megaplex theatres enhance its ability to license
commercially popular motion pictures and to access economically prime real
estate sites due to its desirability as an anchor tenant.
The Company believes that the megaplex format will create a new
replacement cycle for the industry. The new format raises moviegoers'
expectations by providing superior viewing lines, comfort, picture and
sound quality as well as increased choices of films and start times. The
Company believes that consumers will increasingly choose theatres based on
the quality of the movie-going experience rather than the location of the
theatre. As a result, the Company believes that older, smaller theatres
will become obsolete as the megaplex concept matures.
The Company believes that significant market opportunities exist for
development of modern megaplex and multiplex theatres in select
international markets. The theatrical exhibition business has become
increasingly global and box office receipts from international markets
approximate those of the U.S. market and are rising at a faster rate. In
addition, the production and distribution of feature films and demand for
American motion pictures is increasing in many countries. The Company
believes that its experience in developing and operating megaplex and
multiplex theatres provides it with a significant advantage in developing
megaplex and multiplex facilities in international markets and the Company
intends to utilize this experience, as well as its existing relationships
with domestic motion picture studios, to enter certain international
markets. The Company's strategy in these markets is to operate leased
theatres. Presently the Company's activities in international markets are
directed toward Japan, Portugal, Spain, Hong Kong and Canada, which
markets the Company believes are under screened.
The Company will consider partnerships or joint ventures, where
appropriate, to share risk and leverage resources. Such ventures may
include interests in projects that include restaurant, retail and other
concepts.
The Company continually monitors its theatres to determine their
performance and 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).
It operated 12 such theatres with 68 screens as of April 3, 1997 (3.5% of
the Company's total screens). Other strategies for under performing
theatres include selling them to discount operators and closing them.
Divestiture strategies for theatres with longer leases include selling
them to other exhibitors, closing them or converting such theatres to
other uses and subleasing them.
Theatre Circuit
The following table sets forth information concerning additions and
dispositions of theatres and screens during, and the number of 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
Additions Dispositions Total
Theatres Operated
---------------------- ---------------------- ------------
- -----------
Fiscal Year Number of Number of Number of Number of Number of Number of
Ended Theatres Screens Theatres Screens Theatres Screens
-------- -------- -------- -------- -------- --------
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
March 28, 1996 7 150 13 61 226 1,719
April 3, 1997 17 314 15 76 228 1,957
-------- -------- -------- --------
Total 35 604 60 264
======== ======== ======== ========
The following table provides greater detail with respect to the
Company's theatre circuit as of April 3, 1997.
Screens
Total Total per Theatre
Domestic Screens Theatres 1-13 14 +
Florida 390 43 35 8
California 333 35 28 7
Texas 221 24 21 3
Missouri 127 13 10 3
Michigan 115 19 19 -
Arizona 114 13 11 2
Pennsylvania 105 15 15 -
Georgia 86 7 3 4
Colorado 65 9 9 -
Ohio 62 5 3 2
Virginia 62 8 7 1
New Jersey 50 8 8 -
Maryland 48 6 6 -
Oklahoma 22 3 3 -
North Carolina 22 1 - 1
Louisiana 20 3 3 -
Washington 20 3 3 -
New York 16 2 2 -
Massachusetts 10 2 2 -
District of Columbia 9 1 1 -
Nebraska 8 2 2 -
Illinois 8 1 1 -
Kansas 6 1 1 -
Delaware 5 2 2 -
----- ----- ----- -----
Total Domestic 1,924 226 195 31
===== ===== ===== =====
International
Japan 13 1 1 -
Portugal 20 1 - 1
----- ----- ----- -----
Total International 33 2 1 1
===== ===== ===== =====
Total Circuit 1,957 228 196 32
===== ===== ===== =====
As of April 3, 1997, the Company operated 18 megaplex theatres having
an aggregate of 366 screens, representing 18.7% of its screens.
Of the Company's 228 theatres and 1,957 screens operated as of April
3, 1997, AMC was the owner or lessee of 223 theatres with 1,909 screens;
AMC Entertainment International, Inc., an AMCE subsidiary, leased one
theatre with 13 screens and its subsidiary, Actividades Multi-Cinemas E
Espectaculos, LDA, leased one theatre with 20 screens. AMC also operated
three theatres with 15 screens owned by a third party.
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 negotiations directly with, or by
submitting bids to, distributors. Negotiations with distributors are
based on several factors, including theatre location, competition, season
of the year and motion picture content. Rental fees are paid by the
Company under a negotiated license and are made on either a "firm terms"
basis, where final terms are negotiated at the time of licensing, or are
adjusted subsequent to the exhibition of a motion picture in a process
known as "settlement." When motion pictures are licensed through a bidding
process, the distributor decides whether to accept bids on a previewed
basis or a non-previewed ("blind-bid") basis, subject to certain state law
requirements. In most cases, the Company licenses its motion pictures on
a previewed basis. When a film is bid on a previewed basis, exhibitors
are permitted to review the film before bidding, whereas they are not
permitted to do so when films are licensed on a non-previewed or "blind-
bid" basis.
Licenses entered into through both negotiated and bid processes
typically state that rental fees shall be 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 fees are generally the greater of
(i) 70% of box office admissions, gradually declining to as low as 30%
over a period of four to seven weeks, and (ii) a specified percentage
(i.e. 90%) of the excess of box office receipts over a negotiated
allowance for theatre expenses (commonly known as a "90/10" clause).
Second-run motion picture rental fees typically begin at 35% of box office
admissions and often decline to 30% after the first week.
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 admissions revenue ultimately paid to license a motion
picture. In the past few years, bidding has been used less frequently by
the industry. Presently, the Company licenses substantially all of its
films on a negotiated basis.
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. These include Buena Vista Pictures (Disney), Warner
Bros. Distribution, SONY Pictures Releasing (Columbia Pictures and 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. From year to year, the Company's
revenues attributable to individual distributors may vary significantly
depending upon the commercial success of each distributor's motion
pictures in any given year. In fiscal 1997, no single distributor
accounted for more than 12% of the motion pictures licensed by the Company
or for more than 21% of the Company's box office admissions. 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. Some of the major distributors have announced their
intention to reduce production of films.
Concessions
Concessions sales are the second largest source of revenue for the
Company after box office admissions. Concessions items include popcorn,
soft drinks, candy and other products. The Company's strategy emphasizes
prominent and appealing concessions counters designed for rapid service
and efficiency.
The Company's primary concessions products are various sizes of
popcorn, soft drinks, candy and hot dogs, all of which the Company sells
at each of its theatres. However, different varieties of candy and soft
drinks are offered at theatres based on preferences in that particular
geographic region. The Company has also implemented "combo-meals" for
children which offer a pre-selected assortment of concessions products.
Newer megaplex theatres are designed to have more concessions service
capacity per seat than multiplex theatres and typically have three
concessions stands, with each stand having multiple service stations to
make it easier to serve larger numbers of customers. In addition, the
primary concessions stand in such theatres generally features the "pass-
through" concept, which provides a staging area behind the concessions
equipment to prepare concessions products. This permits the concessionist
serving patrons to simply sell concessions items instead of also preparing
them, thus providing more rapid service to customers. Strategic placement
of large concessions stands within theatres heightens their visibility,
aids in reducing the length of concessions lines and improves traffic flow
around the concessions stands.
Theatrical Exhibition Industry Overview
Motion picture theatres are the primary initial distribution channel
for new motion picture releases and the Company believes that the
theatrical success of a motion picture is often the most important factor
in establishing its value in the cable television, videocassette and other
ancillary markets. The Company further believes that the emergence of new
motion picture distribution channels has not adversely affected attendance
at theatres and that these distribution channels do not provide an
experience comparable to that of viewing a movie in a theatre. The
Company believes that the public will continue to recognize the advantages
of viewing a movie on a large screen with superior audio and visual
quality, while enjoying a variety of concessions and sharing the
experience with a larger audience.
Annual domestic theatre attendance has averaged approximately one
billion persons since the early 1960s. In 1996, estimated domestic
attendance was 1.35 billion. Fluctuations and variances in year-to-year
attendance are primarily related to the overall popularity and supply of
motion pictures.
The theatrical exhibition industry in North America is comprised of
over 400 exhibitors, approximately 250 of which operate four or more
screens. Based on the listing of exhibitors in the NATO 1996-97
Encyclopedia of Exhibitions, as of May 1, 1996, the ten largest exhibitors
(in terms of number of screens) operated approximately 56% of the total
screens, with no one exhibitor operating more than 10% of the total
screens.
Competition
The Company competes against both local and national exhibitors, some
of which may have substantially greater financial resources than the
Company. There are over 400 companies competing in the domestic
theatrical exhibition industry. Industry participants vary substantially
in size, from small independent operators to large international chains.
As of May 1, 1996, the ten largest motion picture exhibition companies
operated approximately 56% of the total number of screens, based on the
listing of exhibitors in the NATO 1996-1997 Encyclopedia of Exhibitions.
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.
As with other exhibitors, the Company's smaller multiplex theatres
are subject to being rendered obsolete through the introduction of new,
competing megaplex theatres.
The theatrical exhibition industry also faces competition from other
distribution channels for filmed entertainment, such as cable television,
pay per view and home video systems, as well as from all other forms of
entertainment.
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 a material 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.
The Company is subject to the Americans with Disabilities Act of 1990
("ADA") and believes that it is in substantial compliance with all current
applicable regulations relating to accommodations for the disabled. The
Company does not believe that compliance with ADA will have a material
adverse effect on the Company.
As the Company expands internationally, it becomes subject to
regulation by foreign governments. There are significant differences
between the theatrical exhibition industry regulatory environment in the
United States and in international markets. Regulatory barriers affecting
such matters as the size of theatres, the issuance of licenses and the
ownership of land may restrict market entry. Vertical integration of
production and exhibition companies in international markets may also have
an adverse effect on the Company's ability to license motion pictures for
international exhibition. The Company's initial attendance at its theatre
in Japan was negatively impacted by film distributors in Japan who
restricted the Company's ability to obtain film product until pproximately
two weeks after its competitors had received it. This delay in releasing
films to the Company generally has been eliminated. The Company's
international operations also face the additional risks of fluctuating
currency values. Quota systems used by some countries to protect their
domestic film industry may adversely affect revenues from theatres that
the Company develops in such markets. Such differences in industry
structure and regulatory and trade practices may adversely affect the
Company's ability to expand internationally or to operate at a profit
following such expansion.
Seasonality
The theatrical exhibition industry is seasonal in nature, with the
highest attendance and revenues occurring during the summer months and the
holiday seasons.
Employees
As of April 3, 1997, the Company had approximately 1,800 full-time
and 8,500 part-time employees. Approximately 11% of the part-time
employees were minors paid the minimum wage.
Fewer than one percent of the Company's employees, consisting
primarily of motion picture projectionists, are represented by a union,
the International Alliance of Theatrical Stagehand Employees and Motion
Picture Machine Operators. The Company believes that its relationship
with this union is satisfactory.
As an employer covered by the ADA, the Company must 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. In
addition, many of the Company's employees are covered by various
government employment regulations, including minimum wage, overtime and
working conditions regulations.
ITEM 2. PROPERTIES
Of the 228 theatres operated by the Company as of April 3, 1997, 14
theatres with 157 screens were owned, 14 theatres with 135 screens were
leased pursuant to ground leases, 197 theatres with 1,650 screens were
leased pursuant to building leases and three theatres with 15 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 rent payments and
additional rent payments based on a percentage of the leased theatre's
revenue above a base amount and require the Company to pay for property
taxes, maintenance, insurance and certain other property-related expenses.
The Company leases its corporate headquarters, located in Kansas
City, Missouri. Regional theatre and film licensing offices are leased in
Los Angeles and Woodland Hills, California; Clearwater, Florida; and
Voorhees, New Jersey.
ITEM 3. LEGAL PROCEEDINGS
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 persons who were then directors of the Company, Messrs.
Stanley H. Durwood, Edward D. Durwood, Paul E. Vardeman and 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 to the Company by
American Associated Enterprises ("AAE"), a partnership beneficially owned
by Mr. Stanley H. Durwood and his children, 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.
On October 10, 1996, counsel for the parties in the Derivative Action
entered into a Stipulation and Agreement of Compromise and Settlement (the
"Derivative Action Settlement Agreement") providing for, among other
things, the discharge and release of all claims against the defendants,
members of the Durwood family and the Company relating to such
transactions, the proposed settlement, a proposed merger between the
Company and Durwood, Inc. ("DI"), a proposed secondary offering by members
of the Durwood family and indemnification of defendants for their
expenses, except claims for fraud, misrepresentation or omissions in
connection with the secondary offering and claims relating to the
implementation of the settlement. The Derivative Action Settlement
Agreement provides, among other matters, (i) for the dissolution of AAE,
the merger of DI into AMCE and the sale, within 12 months thereafter, of
3,000,000 shares of Common Stock by members of the Durwood family in a
public underwritten secondary offering (which will only be made by means
of a prospectus), (ii) for the payment by certain of the defendants of an
aggregate of approximately $1.3 million to persons who were holders of
Common Stock on January 2, 1996 (other than the defendants, DI or members
of the Durwood family), (iii) for the nomination, for three annual
meetings, of two additional outside directors (initially, Messrs. William
T. Grant, II and John P. Mascotte (collectively with their replacements,
if any, the "New Independent Directors")) to serve on AMCE's Board of
Directors, whose biographical information has been furnished to
plaintiffs' counsel and which persons, to be nominated, must be serving on
the board of another public company or be a member of senior management of
a publicly held company or a privately held company with $50 million in
annual revenues, (iv) that Messrs. Stanley H. Durwood and Edward D.
Durwood will cause the other members of the Durwood family to vote their
shares with respect to the election and reelection of the New Independent
Directors in the same proportion as votes cast by all stockholders not
affiliated with AMCE, its directors and officers, (v) that the New
Independent Directors will have the ability to approve or disapprove (a)
any proposed transaction between AMCE and any of the Durwood family
members, except with respect to compensation issues relating to Mr.
Stanley H. Durwood or any other Durwood family member who is an officer of
AMCE, which are to be governed by existing AMCE Board procedures, and (b)
the hiring and compensation of any person related to Mr. Stanley H.
Durwood who is not an officer of AMCE, and (vi) that the New Independent
Directors, together with either Mr. Charles J. Egan, Jr. or Mr. Paul E.
Vardeman, are to have the ability to approve or disapprove all other
related-party transactions with all officers and 10% stockholders of AMCE.
The Derivative Action Settlement Agreement provides that AMCE will
pay the cost of providing notice of the settlement to its stockholders and
for the fees of the settlement administrator who will be responsible for
distributing the settlement amount to eligible stockholders.
The Derivative Action Settlement Agreement requires court approval
and is conditioned upon, among other things, the consummation of the
merger with DI. It is not anticipated that a hearing to approve the
Derivative Action Settlement Agreement will occur until the merger of DI
into AMCE is consummated because such merger is a condition of the
Derivative Action Settlement Agreement.
In addition, from time to time the Company is involved in various
legal proceedings arising from the ordinary course of its business
operations, such as personal injury claims, employment matters and
contractual disputes. The Company believes that its potential liability
with respect to proceedings currently pending is not material in the
aggregate to the Company's consolidated financial position or results of
operations.
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 fourteen weeks ended April 3, 1997.
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 64 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 AMCE Board of
Directors. Certain provisions of the Indenture on the 9 1/2% Senior
Subordinated Notes due 2009 and the Credit Facility govern the payment of
dividends on and purchase by AMCE of its capital stock. Presently, it is
not anticipated that the most restrictive of these provisions, set forth
in the Credit Facility, will affect the ability of AMCE to pay dividends
in the foreseeable future. Such restrictions are described in
"Management's Discussion and Analysis of Financial Condition and Results
of Operations - Liquidity and Capital Resources" on page 31 of the Report,
which information is incorporated herein by reference. 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 or Class B Stock since fiscal 1989. Any payment of cash
dividends on 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, AMCE's financial condition and other factors deemed
relevant by the Board of Directors. Currently, AMCE does not contemplate
declaring or paying any dividends on its Common Stock or Class B Stock.
ITEM 6. SELECTED FINANCIAL DATA
Reference is made to information under the heading "Selected
Financial Data" on page 20 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 21 through 33 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 36 through 61 of the Report and "Statements of Operations by
Quarter" on page 62 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
with the
Name Age Positions
- ------- ------- ---------- Company
Stanley H. Durwood 76 Chairman of the Board, Chief Executive 51
Officer and Director (AMCE and AMC)
Peter C. Brown 38 President (AMCE); Executive Vice 5
President (AMC); Chief Financial
Officer and Director (AMCE and AMC)
Philip M. Singleton 50 President (AMC); Executive 22
Vice President (AMCE); Chief Operating
Officer and Director (AMCE and AMC)
Charles J. Egan, Jr. 64 Director (AMCE) 10
William T. Grant, II 46 Director (AMCE) -
John P. Mascotte 57 Director (AMCE) -
Paul E. Vardeman 67 Director (AMCE) 13
Richard T. Walsh 43 Senior Vice President (AMC) 21
Richard J. King 48 Senior Vice President (AMC) 25
Rolando B. Rodriguez 37 Senior Vice President (AMC) 21
Richard L. Obert 57 Senior Vice President-Chief Accounting
and Information Officer (AMCE and AMC) 8
Charles P. Stilley 42 President (AMC Realty, Inc.) 15
Richard M. Fay 47 President (AMC Film Marketing) 1
- ---------------------
As of April 3, 1997.
First elected to the AMCE Board on November 14, 1996.
Includes years of service with the predecessor of the Company.
Prior to January 10, 1997, Messrs. Brown and Singleton were serving as
Executive Vice Presidents of both AMCE and AMC. They were appointed
to their present positions as Presidents of AMCE and AMC, respectively,
on January 10, 1997.
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 current Executive Officers of the Company hold such offices at
the pleasure of the AMCE Board of Directors, subject, in the case of
Messrs. Stanley H. Durwood, Peter C. Brown, Philip M. Singleton and
Richard M. Fay, 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 Directors 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) from October 6, 1995 to January
10, 1997. 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) from October 6, 1995 to January 10, 1997. Mr. Durwood is
a graduate of Harvard University.
Mr. Peter C. Brown has served as a Director of AMCE and AMC since
November 12, 1992. Mr. Brown was appointed President of AMCE on January
10, 1997. Mr. Brown served as Executive Vice President of AMCE from
August 3, 1994 to January 10, 1997. Mr. Brown has served as Executive
Vice President of 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. Philip M. Singleton has served as a Director of AMCE and AMC
since November 12, 1992. Mr. Singleton was appointed President of AMC on
January 10, 1997. Mr. Singleton has served as Executive Vice President of
AMCE since August 3, 1994 and as Chief Operating Officer of AMCE and AMC
since November 14, 1991. Mr. Singleton served as Executive Vice President
of AMC from August 3, 1994 to January 10, 1997. 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 since
October 30, 1986. Mr. Egan is Vice President of Hallmark Cards,
Incorporated, and was General Counsel of such company until December 31,
1996. Hallmark Cards, Incorporated 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 also serves as a
member of the Board of Trustees, Treasurer and Chairman of the Finance
Committee of the Kansas City Art Institute. Mr. Egan holds an A.B.
degree from Harvard University and an LL.B. degree from Columbia
University.
Mr. William T. Grant, II has served as a Director of AMCE since
November 14, 1996. Mr. Grant is Chairman of the Board, President, Chief
Executive Officer and a Director of LabOne, Inc. and Chairman of the
Board, Chief Executive Officer and a Director of Seafield Capital
Corporation. Mr. Grant served as President of Seafield Capital
Corporation from 1990 to 1993, at which time he became Chairman of the
Board of Seafield Capital Corporation. LabOne, Inc. provides risk
appraisal laboratory testing services to the insurance industries in the
United States and Canada and is a subsidiary of Seafield Capital
Corporation. Seafield Capital Corporation is a holding company whose
subsidiaries operate primarily in the healthcare and insurance services
areas. Mr. Grant also serves on the board of directors of Commerce
Bancshares, Inc., Kansas City Power & Light Company, Business Men's
Assurance Company of America and Response Oncology, Inc. Mr. Grant holds
a B.A. degree from the University of Kansas and an M.B.A. degree from
the Wharton School of Finance at the University of Pennsylvania.
Mr. John P. Mascotte has served as a Director of AMCE since November
14, 1996. Mr. Mascotte is Chairman of the Board of Johnson & Higgins of
Missouri, Inc., a privately held insurance broker. Mr. Mascotte is also a
consultant to the First District, African Methodist Episcopal Church and
was Chairman of the Heart of America 1996 United Way General Campaign.
Prior thereto, Mr. Mascotte served as Chairman of the Board and Chief
Executive Officer of The Continental Corporation, a large property-
casualty insurer. Mr. Mascotte also serves on the board of directors of
Hallmark Cards, Incorporated, Business Men's Assurance Company of America
and American Home Products Corporation. In addition, from 1983 until
1996, Mr. Mascotte served on the board of directors of Chemical Banking
Corporation. Mr. Mascotte holds B.S. degrees from St. Joseph's College,
Rensselaer, Indiana, and an LL.B. degree from the University of Virginia.
Mr. Mascotte is also a certified public accountant and a chartered life
underwriter.
Mr. Paul E. Vardeman has served as a Director of AMCE since June 14,
1983. Mr. Vardeman is a director, officer and shareholder of the law firm
of Polsinelli, White, Vardeman & Shalton, P.C., Kansas City, Missouri, and
has been associated with such law firm 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. 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 has served as Senior Vice President in
charge of operations for the South Division of AMC since 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 Senior
Operations Manager from March 29, 1992, and as South Division Operations
Manager from August 6, 1989.
Mr. Richard L. Obert has served as Senior Vice President-Chief
Accounting and Information Officer of AMCE and AMC since November 9, 1995,
and prior thereto served as Vice President and Chief Accounting Officer of
AMCE and AMC from 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
from 1994 until he joined AMC. From 1991 to 1994, Mr. Fay served as Vice
President and Head Film Buyer for the eastern division of United Artists
Theatre Circuit, Inc.
ITEM 11. EXECUTIVE COMPENSATION
Compensation of Directors
From March 29, 1996 through November 13, 1996, Messrs. Charles J.
Egan, Jr. and Paul E. Vardeman received prorated annual cash compensation
of $20,000 each for their service as members of the Boards of AMCE and AMC
and $24,000 each for their service as members of the Audit Committee of
the Boards of AMCE and AMC. They also received $900 per hour for
attending meetings of (i) any board of directors on which they served,
(ii) the Audit Committee after the twelfth meeting during the fiscal year
and (iii) any other committee on which they served.
Effective November 14, 1996, each of AMCE's non-employee directors
receives an annual fee of $32,000 for service on the Board of Directors
and an additional $4,000 for each committee of the Board on which he
serves, and, in addition, receives $1,500 and $1,000, respectively, for
each Board and Board committee meeting which he attends.
For the fiscal year ended April 3, 1997, Messrs. Charles J. Egan,
Jr., William T. Grant, II, John P. Mascotte and Paul E. Vardeman received
$141,900, $64,000, $61,000 and $131,300, respectively, for their services.
The Board of Directors has also authorized that Messrs. Charles J.
Egan, Jr. and Paul E. Vardeman be paid reasonable compensation for their
services as members of a special committee ("the Special Committee")
appointed to consider a proposed merger of AMCE and DI. For fiscal year
ended April 3, 1997, Messrs. Charles J. Egan, Jr. and Paul E. Vardeman
each received $35,000 for their services related to the Special Committee.
Compensation of Management
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 last three fiscal years ended April 3, 1997, March 28,
1996 and March 30, 1995, respectively.
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 SARs(#) Compensation
- ---------------------------- ------ ------- ------- -------------- ------ -----------
Stanley H. Durwood 1997 $527,322 $ - N/A 65,000 $ -
Chief Executive Officer 1996 492,634 275,000 N/A - -
1995 452,088 108,949 N/A 22,500 -
Peter C. Brown 1997 271,364 25,500 N/A 4,500 4,976
Chief Financial Officer 1996 257,439 137,500 N/A - 4,726
1995 234,836 55,433 N/A 4,500 4,657
Philip M. Singleton 1997 303,125 28,500 N/A 4,500 5,003
Chief Operating Officer 1996 285,311 154,000 N/A - 4,686
1995 273,247 64,149 N/A 4,500 4,663
Richard T. Walsh 1997 223,073 41,545 N/A 2,250 4,964
Senior Vice President 1996 207,204 80,000 N/A 2,250 4,620
1995 200,855 35,500 217,112 - 63,464
Richard M. Fay 1997 294,369 32,650 N/A 2,250 1,464
President-AMC Film 1996 150,049 55,000 66,283 - -
Marketing 1995 - - - - -
[FN]
N/A denotes not applicable. Fiscal 1996 includes a lump sum payment
of $50,000 paid to Mr. Richard M. Fay for costs associated with
relocation. Fiscal 1995 includes a lump sum payment and gross up of
taxes on moving expenses totaling $209,408 paid to Mr. Richard T.
Walsh. For the years presented, excluding Mr. Richard M. Fay in 1996
and Mr. Richard T. Walsh in 1995, perquisites and other personal
benefits did not exceed the lesser of $50,000 or 10% of total annual
salary and bonus.
For fiscal 1997, All Other Compensation includes AMC's contributions
under AMC's 401(k) Plan and Executive Savings Plan, both of which are
defined contribution plans, in the aggregate amount of $4,976 for Mr.
Peter C. Brown, $5,003 for Mr. Philip M. Singleton, $4,964 for Mr.
Richard T. Walsh and $1,464 for Mr. Richard M. Fay. For fiscal 1996,
All Other Compensation includes AMC's contributions to such plans in
the aggregate amount of $4,726 for Mr. Peter C. Brown, $4,686 for Mr.
Philip M. Singleton and $4,620 for Mr. Richard T. Walsh. For fiscal
1995, All Other Compensation includes AMC's contributions to two
defined contribution savings plans in the amount of $4,657 for Mr.
Peter C. Brown, $4,663 for Mr. Philip M. Singleton and $4,786 for Mr.
Richard T. Walsh. In addition, moving expense for Mr. Richard T.
Walsh is included in the amount of $58,678.
* As of April 3, 1997, the Named Executive Officers held performance
shares awards under the Company's 1994 Stock Option and Incentive
Plan (the "1994 Incentive Plan") entitling them to receive shares of
the Company's Common Stock at the end of a performance period from
the date of grant upon satisfaction of certain goals. See "Long Term
Incentive Plan". The number of shares issuable to each such person
(and the value of such shares as of April 3, 1997) under awards in
effect as of April 3, 1997 upon attainment of threshold, target and
maximum performance goals is as follows: Threshold - Mr. Stanley H.
Durwood - 30,000 shares ($596,250); Mr. Peter C. Brown - 6,000 shares
($119,250); Mr. Philip M. Singleton - 6,000 shares ($119,250); Mr.
Richard T. Walsh - 3,000 shares ($59,625); and Mr. Richard M. Fay -
2,000 shares ($39,750); Target - Mr. Stanley H. Durwood - 45,000
shares ($894,375); Mr. Peter C. Brown - 9,000 Shares ($178,875); Mr.
Philip M. Singleton - 9,000 shares ($178,875); Mr. Richard T. Walsh -
4,500 shares ($89,438); and Mr. Richard M. Fay - 3,000 shares
($59,625); Maximum - Mr. Stanley H. Durwood - 90,000 shares
($1,788,750); Mr. Peter C. Brown - 18,000 shares ($357,750); Mr.
Philip M. Singleton - 18,000 shares ($357,750); Mr. Richard T. Walsh
- 9,000 shares ($178,875); and Mr. Richard M. Fay - 6,000 shares
($119,250).
Option Grants
The following table provides certain information concerning
individual grants of stock options made during the last completed fiscal
year under the 1994 Incentive Plan to each of the Named Executive
Officers.
Option/SAR Grants in Last Fiscal Year
Number of % of Total
Securities Options/SARs Potential Realizable Value at
Underlying Granted to Assumed Annual Rates of
Options/ Employees Exercise or Stock Price Appreciation for
SARs in Fiscal Base Price Expiration Option Term
----------------------------
Name Granted Year ($/share) Date 5% ($) 10% ($)
- -------------- ------------ ------------ --------- ---------- --------- ------------
Stanley H. Durwood 42,500 41.16% $24.50 4/02/06 $654,837 $1,659,484
22,500 21.79% 26.375 5/15/06 373,208 945,788
Peter C. Brown 4,500 4.36% 26.375 5/15/06 74,642 189,158
Philip M. Singleton 4,500 4.36% 26.375 5/15/06 74,642 189,158
Richard T. Walsh 2,250 2.18% 26.375 5/15/06 37,321 94,579
Richard M. Fay 2,250 2.18% 18.50 11/07/06 26,178 66,340
[FN]
The stock options granted during the fiscal year ended April 3, 1997
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 optionee's death, disability or retirement, or
upon the optionee's 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 AMCE, the sale of substantially all of the assets of
AMCE, a subsidiary or a division, or a change in control of AMCE.
With the consent of the Compensation Committee, optionees may satisfy
tax withholding obligations by electing to have shares otherwise
issuable upon exercise of an option withheld.
These columns show the hypothetical gains of "option spreads" of the
outstanding options granted based on assumed annual compound stock
appreciation rates of 5% and 10% over the options' terms. The 5% and
10% assumed rates of appreciation are mandated by the rules of the
Securities and Exchange Commission (the "SEC") and do not represent
the Company's estimate or projections of the future prices of AMCE's
Common Stock.
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 April 3, 1997.
Aggregated Option/SAR Exercises in Last Fiscal Year
and Fiscal Year End Option/SAR Values
Value of
Number of Unexercised
Securities Underlying In-The-Money
Unexercised Options/ Options/SARs at
Shares Acquired SARs at FY-End (#) FY-End($)
Name on Exercise Value Realized Exercisable Unexercisable Price Exercisable Unexercisable
(shares)
Stanley H. Durwood - - - 22,500 $26.375 $ - $ -
21,250 21,250 24.50 - -
22,500 - 11.75 182,813 -
Peter C. Brown - - - 4,500 26.375 - -
4,500 - 11.75 36,563 -
112,500 37,500 9.250 1,195,313 398,438
Philip M. Singleton - - - 4,500 26.375 - -
4,500 - 11.75 36,563 -
112,500 37,500 9.250 1,195,313 398,438
Richard T. Walsh - - - 2,250 26.375 - -
1,125 1,125 14.50 6,047 6,047
22,500 7,500 9.375 236,250 78,750
Richard M. Fay - - - 2,250 18.50 - 3,094
[FN]
Values for "in-the-money" outstanding options represent the positive
spread between the respective exercise prices of the outstanding
options and the value of AMCE's Common Stock as of April 3, 1997.
Long-Term Incentive Plan
The following table provides certain information concerning shares
("Performance Shares") issuable at the end of a performance period ending
April 2, 1998 (the "Performance Period") at Threshold, Target and Maximum
levels of performance under performance stock awards approved by the
Compensation Committee 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 until Maturation Non-stock Price-Based Plans
Name Rights (#) or Payout Threshold(#) Target (#) Maximum (#)
Stanley H. Durwood - - - - -
Peter C. Brown - - - - -
Philip M. Singleton - - - - -
Richard T. Walsh - - - - -
Richard M. Fay 6,000 2 years 2,000 3,000 6,000
[FN]
Maximum number of shares issuable under awards made during the fiscal
year.
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 AMCE's Common Stock ("PMVPS")
over the Performance Period. PMVPS is determined on a fully diluted basis
(assuming exercise of all outstanding shares of preferred stock, AMCE
Class B Stock, options and other rights to acquire shares of AMCE 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., plus cash and equivalents,
investments and investments in other long-term assets, less corporate
borrowings, capital lease obligations and the carrying value of minority
interests. EBITDA is earnings before interest, taxes, depreciation and
amortization. National Cinema Network, Inc. is a subsidiary of AMCE.
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, 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 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 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
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 AMCE's Board of Directors
may waive performance goals if certain extraordinary events occur, such as
a merger or liquidation of AMCE, the sale of substantially all of the
assets of AMCE, a subsidiary or a division, or a change in control of
AMCE.
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 (the "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.
AMC 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 $160,000 (in 1997).
The following table shows the total estimated annual pension benefits
(without regard to minimum benefits) payable to a covered participant
under AMC's Retirement Plan and the Supplemental Executive Retirement
Plan, assuming retirement in calendar 1997 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 $260,000 in 1997.
Highest Consecutive
Five year Average
Annual Compensation Years 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
260,000 37,966 50,621 63,277 75,932 88,587
As of April 3, 1997, the years of credited service under the
Retirement Plan for each of the Named Executive Officers were: Mr. Peter
C. Brown, 6 years, Mr. Philip M. Singleton, 23 years, Mr. Richard T.
Walsh, 22 years; and Mr. Richard M. Fay, one year. 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 in fiscal 1997
was $76,590 and is not included in the Summary Compensation Table.
AMC established a Retirement Enhancement Plan ("REP") with an
effective date of March 29, 1996 for the benefit of officers who from time
to time may be designated as eligible participants therein by the Board of
Directors. The REP is a non-qualified deferred compensation plan designed
to provide an unfunded retirement benefit to an eligible participant in an
amount equal to (i) sixty percent (60%) of his or her average compensation
(including paid and deferred incentive compensation) during the last three
full years of employment, less (ii) the sum of (A) such participant's
benefits under the Retirement Plan and Social Security, and (B) the amount
of a straight life annuity commencing at the participant's normal
retirement date attributable to AMC's contributions under the Supplemental
Executive Retirement Plan, the 401(k) Savings Plan, the Non-qualified
Deferred Compensation Plan and the Executive Savings Plan. The base
amount in clause (i) will be reduced on a pro rata basis if the
participant completes fewer than twenty-five (25) years of service. The
REP benefit vests upon the Participant's attainment of age 55 or
completion of fifteen (15) years of service, whichever is later, and may
commence to a vested participant retiring on or after age 55 (who has
participated in the plan for at least 5 years) on an actuarially reduced
basis (6 2/3% for each of the first five years by which commencement
precedes age 65 and an additional 3 1/3% for each year by which
commencement precedes age 60). Benefits commence at a participant's
normal retirement date (i.e., the later of age 65 or the participant's
completion of five years of service with AMC) whether or not the
participant continues to be employed by AMC. The accrued benefit payable
upon total and permanent disability is not reduced by reason of early
commencement. Participants become fully vested in their rights under the
REP if their employment is terminated without cause or as a result of a
change in control, as defined in the REP. No death, disability or
retirement benefit is payable prior to a participant's early retirement
date or prior to the date any severance payments to which the participant
is entitled cease.
Presently, Mr. Stanley H. Durwood, Mr. Peter C. Brown and Mr. Philip
M. Singleton have been designated as eligible to participate in the REP.
The amount payable to Mr. Durwood with respect to fiscal 1997 under the
REP is $345,000. The estimated annual amounts that Mr. Brown and Mr.
Singleton will be eligible to receive under the REP at age 65 are $207,000
and $199,000, respectively; such amounts are based on certain assumptions
respecting their future compensation amounts and the amounts of AMC
contributions under other plans. Actual amounts received by such
individuals under the REP may be different than those estimated.
Employment Contracts, Termination of Employment and Change in Control
Arrangements
Mr. Stanley H. Durwood has an employment agreement with AMCE and AMC
dated January 26, 1996 retaining him as Chairman and Chief Executive
Officer and President. It provides for an annual base salary of no less
than $500,000, plus payments and awards under AMC's Executive Incentive
Program ("EIP"), the 1994 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. Mr.
Durwood's current annual base salary is $540,000. The Company 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 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
April 3, 1997, was approximately $1,763,000.
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. The current annual
base salaries of Messrs. Brown and Singleton are $293,000 and $312,000,
respectively. 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 if Mr.
Stanley H. Durwood shall fail to control 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 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 April 3,
1997, was approximately $1,110,000.
Mr. Richard M. Fay has an employment agreement with AMC dated April
16, 1996 which provides for an annual base salary of $275,000 and, in the
first year of the employment agreement, an additional $50,000 for costs
associated with relocation. Mr. Fay's current annual base salary is
$280,000. Mr. Fay is also eligible to receive payments resulting from 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 AMC upon the recommendation of the Chief Executive Officer of
AMC. The employment agreement has a term of three years, from September
8, 1995 through September 7, 1998. The employment agreement terminates
without severance upon Mr. Fay's resignation, death or disability as
defined in his employment agreement, or upon AMC's good faith
determination that Mr. Fay has been dishonest or has committed a breach of
trust respecting AMC. 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. 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 aggregate amount payable under this employment
agreement, assuming termination with severance occurred as of April 3,
1997, was approximately $372,000.
As permitted by the 1994 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 change in control events, whether such termination
is voluntary or involuntary, or with or without cause. See " Option/SAR
Grants in Last Fiscal Year" and " Long-Term Incentive Plans Awards in Last
Fiscal Year." In addition, the Compensation Committee may permit
acceleration upon the occurrence of certain extraordinary transactions
which may not constitute a change of control.
AMC 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 weeks' basic pay. There is no severance pay for a voluntary
termination, unless up to two weeks' pay is authorized in lieu of notice.
There is no severance pay for an involuntary termination due to an
employee's misconduct. Only two weeks' severance pay 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 19,
1997, 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. 2,641,951 38.8%
106 West 14th Street
Kansas City, MO 64105
Stanley H. Durwood 2,697,101 39.3%
106 West 14th Street
Kansas City, MO 64105
Brian H. Durwood 2,641,951 38.8%
655 N.W. Altishan Place
Beaverton, OR 97006
Edward D. Durwood 2,641,951 38.8%
3001 West 68th Street
Shawnee Mission, KS 66208
Peter J. Durwood 2,641,951 38.8%
666 West End Avenue
New York, NY 10025
Thomas A. Durwood 2,641,951 38.8%
P. O. Box 7208
Rancho Santa Fe, CA 92067
Elissa D. Grodin 2,641,951 38.8%
187 Chestnut Hill Road
Wilton, CT 06897
Carol D. Journagan 2,641,951 38.8%
1323 Granite Creek Drive
Blue Springs, MO 64015
Vanguard Explorer Fund, Inc. 482,720 6.6%
c/o The Vanguard Group of
Investment Companies
P.O Box 2600
Valley Forge, PA 19482-2600
Wellington Management
Company, LLP 658,260 8.8%
75 State Street
Boston, MA 02109
Class B Stock Durwood, Inc. 11,157,000 100%
106 West 14th Street
Kansas City, MO 64105
[FN]
The Revocable Trust Agreement of Mr. Stanley H. Durwood dated August
14, 1989, as amended (the "1989 Trust") and the 1992 Durwood, Inc.
Voting Trust dated December 12, 1992 (the "1992 Trust") hold
approximately 75% of the voting power of the outstanding capital
stock of DI. Record ownership of the DI shares is in the name of the
1992 Trust, which has issued its voting trust certificates to the
1989 Trust. American Associated Enterprises ("AAE"), a Missouri
limited partnership of which Mr. Stanley H. Durwood is the limited
partner and his six children are the general partners, holds
approximately 25% of the voting power in DI. Mr. Stanley H. Durwood
is the sole director of DI and is Chairman of the Board, Chief
Executive Officer and a Director of AMCE and AMC.
Mr. Stanley H. Durwood is the sole acting trustee of the 1989 Trust
and 1992 Trust and as such has sole voting power over the shares of
AMCE stock held by DI; the named successor trustees under Mr. Stanley
H. Durwood's trusts are Messrs. Charles J. Egan, Jr., a director of
AMCE, and Raymond F. Beagle, general counsel to the Company. Under
the terms of his revocable voting trust (the 1992 Trust), Mr. Stanley
H. Durwood has all voting powers with respect to shares held therein
during his lifetime. Thereafter, all voting rights with respect to
such shares vest in his successor trustees and any additional
trustees whom they might appoint, who shall exercise such rights by
majority vote. Unless revoked by Mr. Stanley H. Durwood or otherwise
terminated or extended in accordance with its terms, the 1992 Trust
will terminate in 2030.
Mr. Stanley H. Durwood may be deemed to share investment power with
his children (the "Durwood Children") with respect to such shares
held of record by DI. As reported in the Schedule 13Ds filed by Mr.
Stanley H. Durwood and DI and by the Durwood Children and AAE, Mr.
Stanley H. Durwood and the Durwood Children (the "Durwood Family
Stockholders") have entered into an agreement (the "Durwood Family
Settlement 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 the merger
of DI into AMCE (the "Merger"). Thereafter, the Durwood Family
Stockholders intend to sell 3,000,000 shares of Common Stock in a
secondary offering, which will be made only by means of a prospectus.
If the proposed transactions are consummated, Mr. Stanley H. Durwood
will retain approximately 4.5 million shares (or 100%) of Class B
Stock and the Durwood Children will retain approximately 6.3 million
shares of Common Stock, or 46.6% of the shares of that class (33.1%
assuming full conversion of the Company's $1.75 Cumulative
Convertible Preferred Stock (the "Convertible Preferred Stock")).
Based on voting shares outstanding as of May 19, 1997, the shares of
Class B to be retained by Mr. Stanley H. Durwood will represent 77.0%
of the combined voting power of AMCE's voting stock (70.4% assuming
full conversion of Convertible Preferred Stock). However, provisions
of the Durwood Family Settlement Agreement could result in an
adjustment (the "Share Adjustment") pursuant to which Mr. Stanley H.
Durwood would deliver additional shares of stock to the Durwood
Children. Mr. Stanley H. Durwood has agreed with the Durwood
Children that if the price per share to the public of the 2.5 million
shares of Common Stock proposed to be sold by the Durwood Children in
a secondary offering following the Merger is less than $18, Mr.
Stanley H. Durwood will pay the Durwood Children the difference
between such sale price and $18 (net of applicable underwriting
commissions), up to $20 million in aggregate amount, in shares of
Common Stock, as an adjustment to the original allocation of shares
to be received by the Durwood Children in the Merger. Mr. Stanley H.
Durwood's holdings will diminish and the Durwood Children's holdings
will increase if the Durwood Children acquire additional shares under
such Share Adjustment. However, based on the number of shares of
Common Stock and Class B Stock outstanding as of May 19, 1997, the
Share Adjustment should not result in Mr. Stanley H. Durwood owning
shares with less than 50% of the combined voting power of the
outstanding stock of the Company unless the Durwood Family
Stockholders determine to proceed with a secondary offering of the
family's shares at a price to the public of less than approximately
$6.95 per share. Mr. Stanley H. Durwood's voting control also will
be diluted if he is obligated to dispose of shares to honor tax and
other indemnity obligations made to the Durwood Children and AMCE in
connection with the Merger and other related transactions, or if
additional shares of Common Stock are issued under AMCE's existing
employee benefit plans.
The shares of Class B Stock owned of record by DI and beneficially
owned by members of the Durwood family as indicated in footnote
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.
The shares of Common Stock shown as beneficially owned by Mr.
Stanley H. Durwood also included 150 shares owned by him directly and
55,000 shares subject to presently exercisable stock options.
This is the number of shares of Common Stock that would be obtained
upon conversion of Convertible Preferred Stock reported as owned by
Vanguard Explorer Fund, Inc. in its Schedule 13G dated February 10,
1997. Vanguard Explorer Fund, Inc. reported that it has sole power
to vote such shares and shared power to dispose of them.
This is the number of shares of Common Stock reported as owned by
Wellington Management Company, LLP in its Schedule 13G dated February
12, 1997, which number, AMCE has been supplementally advised,
represents the number of shares that would be obtained upon
conversion of Convertible Preferred Stock beneficially owned by
Wellington Management Company, LLP. Of these shares (which, based on
the report, are believed to include the shares owned by Vanguard
Explorer Fund, Inc. referred to in note (4)), Wellington Management
Company, LLP reports that it has shared voting power with respect to
37,584 shares and shared dispositive power with respect to 658,260
shares.
Beneficial Ownership By Directors and Officers
The following table sets forth certain information as of May 19,
1997, with respect to beneficial ownership by Directors and Executive
Officers of the Company's Common Stock and Class B Stock. The amounts set
forth below include the vested portion of 454,750 shares of Common Stock
subject to options under the Company's 1983 and 1984 Stock Option Plan and
the 1994 Incentive Plan 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 of Beneficial Amount and Nature Percent
Title of Class Owner of Beneficial Ownership of Class
Common Stock Stanley H. Durwood 2,697,101 39.3%
Peter C. Brown 156,750 2.3%
Philip M. Singleton 172,750 2.5%
Richard T. Walsh 33,425 *
John P. Mascotte 1,000 *
Paul E. Vardeman 300 *
All Directors and
Executive Officers
as a group (13 persons,
including the
individuals named above) 3,116,119 42.9%
Class B Stock Stanley H. Durwood 11,157,000 100.0%
____________________________________
*Less than one percent.
[FN]
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 55,000 shares subject to
presently exercisable stock options.
(2) Includes shares subject to presently exercisable options to purchase
Common Stock under the Company's 1983 and 1984 Stock Option Plans and the
1994 Incentive Plan, as follows: Mr. Stanley H. Durwood - 55,000 shares;
Mr. Peter C. Brown - 156,750 shares; Mr. Philip M. Singleton - 156,750
shares; and Mr. Richard T. Walsh - 33,375 shares and all executive
officers as a group - 454,750 shares.
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 Convertible Preferred Stock, to file
reports of ownership and changes in ownership with the 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 1997 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 their 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 and a Director of AMCE and AMC.
There have been transactions involving AMCE or its subsidiaries and the DI
affiliated group in prior years. AMCE 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 Committee of
the Board of Directors of AMCE reviews 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
Company believes that all transactions described below with DI or other
related parties are on terms at least as favorable to the Company as could
have been obtained from an unaffiliated third party. The Audit Committee
consists of Messrs. Egan, Grant and Mascotte, none of whom are officers or
employees of the Company nor stockholders, directors, officers or
employees of DI. Set forth below is a description of significant
transactions which have occurred since March 29, 1996 or involve
receivables that remain outstanding as of April 3, 1997.
The Merger
General. Upon the recommendation of a special committee of the Board
of Directors consisting of Messrs. Charles J. Egan, Jr. and Paul E.
Vardeman, the New Independent Directors and the Board of Directors have
approved the Merger Agreement providing for the Merger of the Company and
DI. The Merger has been sought by members of the Durwood Family
Stockholders so that they may hold their interests in the Company directly
instead of indirectly through DI and AAE. Consummation of the Merger also
has been made a condition of settlement of the Derivative Action to which
the Company and certain of its current and former directors are parties.
See "Business of the Company - Legal Proceedings."
Prior to consummation of the Merger, DI will convert 6,141,343 shares
of Class Stock into an equivalent number of shares of Common Stock.
Concurrent with the consummation of the Merger (and as a condition
thereto), AAE will be liquidated. After giving effect to the Merger and
liquidation of AAE, there will be issued and outstanding 5,015,657 shares
of Class B Stock, representing (based on shares outstanding as of May 19,
1997) 79.5% of the voting interest in the Company, assuming no conversion
of Convertible Preferred Stock, and 73.1% of the voting interest in the
Company, assuming full conversion of Convertible Preferred Stock into
Common Stock, all of which will be beneficially owned by Mr. Stanley H.
Durwood, and (based on the number of such shares outstanding as of May 19,
1997) 12,945,639 shares of Common Stock, of which 8,767,223, or 67.7% of
the outstanding shares of Common Stock, will be beneficially owned by the
Durwood Children. Based on shares outstanding as of May 19, 1997, the
shares of Common Stock to be held by the Durwood Children after the Merger
will represent 13.9% of the voting interest in the Company, assuming no
conversion of Convertible Preferred Stock, and 12.8% of the voting
interest in the Company, assuming full conversion of Convertible Preferred
Stock.
Prior to the Effective Time of the Merger, all of DI's assets (other
than its equity interest in the Company), consisting primarily of life
insurance policies, cash and notes of Durwood family members and a former
officer of the Company, will be contributed to Delta Properties, Inc.
("Delta"), a wholly-owned subsidiary of DI. In addition, DI's other
subsidiaries, other than the Company and its subsidiaries, have been
merged into Delta and Delta has agreed to assume DI's liabilities.
Delta's stock will be distributed to DI's shareholders so that at the
Effective Time DI's sole assets will consist of stock of the Company and
its beneficial interest in certain tax credits and operating loss
carryforwards. (As a result of certain provisions of the Merger Agreement
and related agreements described below, the Company will not realize any
benefit from such tax credits and operating loss carryforwards).
If the Merger occurs, Mr. Stanley H. Durwood will indemnify the
Company for all losses resulting from any breach by DI of the Merger
Agreement or resulting from any liability of DI and for all taxes
attributable to DI prior to the Effective Time and all losses in
connection therewith. If the Merger does not occur, subject to certain
limitations, Mr. Stanley H. Durwood and Delta will indemnify the Company
against losses resulting from the breach by DI of the Merger Agreement.
See "The Indemnification Agreement."
Under the Merger Agreement, the Company will be responsible for
paying 50% of its costs in connection with the Merger; the aggregate costs
of the Company and DI are estimated to be approximately $2 million. If
the Merger occurs, Mr. Stanley H. Durwood and Delta have agreed, subject
to certain limitations, to indemnify the Company for all of DI's Merger
expenses which are not paid prior to the Effective Time and for 50% of the
Company's expenses in connection with the Merger. This obligation of Mr.
Stanley H. Durwood may be offset by certain Credit Amounts (as defined
below under "The Indemnification Agreement") resulting from the
realization by the Company of tax benefits from the utilization of certain
tax credits and operating loss carryforwards of DI. See "The
Indemnification Agreement." If the Merger is not consummated for any
reason (other than as a result of certain terminations by the Company's
Board), DI will be responsible for all of its expenses and the Company's
expenses in the Merger. If the Merger is not consummated as a result of
certain terminations by the Company's Board of Directors, DI will be
responsible for all of its expenses and 50% of the Company's expenses in
the Merger. Mr. Stanley H. Durwood and Delta have agreed to indemnify the
Company for any breach by DI of such obligation described in the preceding
two sentences.
As promptly as practicable after March 31, 2000, the Company will pay
Mr. Stanley H. Durwood an amount equal to any Credit Amounts which have
not been used to offset various of his obligations to the Company under
the Stock Agreement, the Indemnification Agreement and the Registration
Agreement, as such terms are defined below. If such benefits are realized
after such date, the related Credit Amounts will be paid to Mr. Stanley H.
Durwood when they are realized. See "The Indemnification Agreement; The
Stock Agreement; and The Registration Agreement; Secondary Offering."
For a period of three years after the Merger, the Durwood Children
have agreed to give an irrevocable proxy to the Secretary and each
Assistant Secretary of the Company to vote their shares of Common Stock in
the election of directors for each candidate in the same proportionate
manner as the aggregate votes cast in such elections by other holders of
Common Stock not affiliated with the Company, its directors and officers.
See "The Stock Agreement."
If the Merger Agreement is not approved by the holders of a majority
of shares of Common Stock present or represented by proxy and voting at
the special meeting of stockholders to be held to consider the Merger,
other than those shares held by DI, the Durwood Family Stockholders, their
spouses, their children living in the same household and directors and
officers of the Company, the Merger Agreement will be terminated and the
Merger abandoned.
The Registration Agreement; Secondary Offering. As a condition to
the Merger, the Company and the Durwood Family Stockholders will enter
into a registration agreement (the "Registration Agreement") pursuant to
which the Durwood Family Stockholders will agree to sell at least
3,000,000 shares of Common Stock in a registered secondary offering and
the Company will agree to file a registration statement with respect to
such shares so that the registration statement becomes effective not more
than twelve months and not less than six months after the Merger.
Consummation of the secondary offering is subject to certain conditions
and other rights of the parties. Subject to certain conditions, the
expenses of the secondary offering will be borne by Mr. Stanley H. Durwood
and Delta. This obligation may be offset by certain Credit Amounts
resulting from the realization by the Company of tax benefits from the
utilization of certain tax credits and operation loss carryforwards of DI.
See "The Indemnification Agreement."
Of the 3,000,000 shares of Common Stock to be sold in the secondary
offering, 500,000 will be sold by Mr. Stanley H. Durwood or his charitable
donees who may agree to participate in the secondary offering. Based on
shares outstanding as of April 3, 1997 and after giving effect to the
secondary offering (assuming such shares are sold to unaffiliated
stockholders and disregarding shares which may be acquired by Mr. Stanley
H. Durwood upon the exercise of employee stock options and shares which he
may transfer to the Durwood Children under the Share Adjustment (as
defined herein under "Security Ownership of Beneficial Owners"), (i)
unaffiliated stockholders will own approximately 7.2 million, or 53.4%, of
the outstanding shares of Common Stock, and their voting interest in the
Company will have increased from 6.6% after the Merger to 12.3% after the
Secondary Offering, assuming no conversion of Convertible Preferred Stock,
and from 14.1% after the Merger to 19.8% after the Secondary Offering,
assuming full conversion of Convertible Preferred Stock, (ii) Mr. Stanley
H. Durwood will own approximately 4.5 million, or 100% of the outstanding,
shares of Class B Stock, which will represent 77.0% of the voting interest
in the Company, assuming no conversion of Convertible Preferred Stock, and
70.4% of the voting interest in the Company, assuming full conversion of
Convertible Preferred Stock, and will be entitled to elect 75% of the
Company's Board of Directors, and (iii) the Durwood Children will own in
the aggregate approximately 6.3 million shares of Common Stock, which will
represent 46.6% of the number of outstanding shares of that class and
10.7% of the voting interest in the Company, assuming no conversion of
Convertible Preferred Stock, and 33.1% of the number of outstanding shares
of the class, representing 9.8% of the voting interest in the Company,
assuming full conversion of Convertible Preferred Stock. Holders of
Common Stock are entitled to elect 25% of the Company's Board of
Directors.
The number of shares owned by Mr. Stanley H. Durwood could be further
reduced and the shares owned by the Durwood Children increased as a result
of other agreements among the Durwood Family Stockholders. See "Security
Ownership of Beneficial Owners."
The Indemnification Agreement. In connection with the Merger, Mr.
Stanley H. Durwood, Delta and the Durwood Children have entered into an
agreement (the "Indemnification Agreement") agreeing to indemnify the
Company from certain losses and expenses. If the Merger occurs, (i) Mr.
Stanley H. Durwood will indemnify the Company from losses resulting from
any breach by DI of its representations, warranties and covenants in the
Merger Agreement or based upon any liability of DI and for any taxes (or
losses incurred by the Company in connection therewith) attributable to
DI or its subsidiaries for taxable periods prior to the Effective Time,
(ii) each of the Durwood Family Stockholders will (severally and not
jointly) indemnify the Company for any losses which it might incur as a
result of the breach by such party of certain tax related representations,
warranties and covenants made by such party in the Stock Agreement and
(iii) subject to certain conditions, Mr. Stanley H. Durwood and Delta will
indemnify the Company from and against all of DI's Merger expenses that
have not been paid prior to the Effective Time and 50% of the Company's
Merger expenses. If the Merger does not occur, subject to certain
conditions, Mr. Stanley H. Durwood and Delta will indemnify the Company
from losses resulting from any breach by DI of its representations,
warranties and covenants in the Merger Agreement. If the Merger is not
consummated for any reason (other than as a result of certain terminations
by the Company's Board of Directors), DI will be responsible for all of
its expenses and the Company's expenses in the Merger. If the Merger is
not consummated as a result of certain terminations by the Company's Board
of Directors, DI will be responsible for all of its expenses and 50% of
the Company's expenses in the Merger. Mr. Stanley H. Durwood and Delta
have agreed to indemnify the Company for any breach by DI of such
obligation described in the preceding two sentences.
Mr. Stanley H. Durwood's obligations (i) to pay DI's unpaid expenses
and 50% of the Company's Merger expenses if the Merger occurs, as required
by the Indemnification Agreement, (ii) to pay the Company's expenses in
the secondary offering, as required by the Registration Agreement, and
(iii) to pay a $2 million penalty and 100% of the Company's Merger
expenses if the secondary offering does not occur, as required by the
Stock Agreement, may be offset by certain credit amounts resulting from
net tax benefits realized by the Company from the utilization by the
Company of DI's alternative minimum tax credit carryforwards and Missouri
operating loss carryforwards ("Credit Amounts"). Any Credit Amount not so
applied will be paid to Mr. Stanley H. Durwood promptly after March 31,
2000. Any Credit Amount that arises after March 31, 2000 also will be
paid promptly to Mr. Stanley H. Durwood. The maximum amount of Credit
Amounts that could be paid Mr. Durwood or could be used to offset his
responsibilities to the Company is approximately $1,100,000, reduced by
any amounts utilized on separate DI income tax returns for 1996 and the
portion of 1997 prior to the Effective Time.
In Connection with the Merger, the Company has agreed to indemnify
the Durwood Children from losses resulting from any breach by the Company
of any representation, warranty, covenant or agreement made by it in the
Merger Agreement.
The foregoing indemnification obligations generally will lapse on
March 31, 2000.
The Stock Agreement. As a condition precedent to the Merger, the
Durwood Family Stockholders will enter into an agreement (the "Stock
Agreement") which, for three years, limits the ability of the Durwood
Children to deposit shares in a voting trust, solicit proxies, participate
in election contests or make a proposal concerning an extraordinary
transaction involving the Company. Under the Stock Agreement, the Durwood
Children will also agree, among other matters, for a period of three
years, (i) to grant an irrevocable proxy to the Secretary and each
Assistant Secretary of the Company to vote their shares of Common Stock
for each candidate to the Company's Board of Directors in the same
proportion as the aggregate votes cast by all other stockholders not
affiliated with the Company, its directors or officers and (ii) that the
Company will have a right of first refusal with respect to any such shares
the Durwood Children wish to sell in a transaction exempt from
registration, except for such shares sold in brokers' transactions. The
Stock Agreement obligates Mr. Stanley H. Durwood and Delta, whose shares
will be distributed by DI to the Durwood Family Stockholders before the
Merger, to pay the Company $2 million and to reimburse the Company for all
of its Merger expenses if the Secondary Offering is not consummated within
12 months after the Merger. This obligation may be offset by certain
Credit Amounts resulting from the realization by the Company of tax
benefits from the utilization of certain tax credits and operating loss
carryforwards of DI. See "The Indemnification Agreement."
Periodically, the Company and DI reconcile any amounts owed by one
company to the other. Charges to the intercompany account have included
payments made by the Company on behalf of DI. The largest balance owed by
DI and its subsidiaries to the Company during fiscal 1997 was $795,000.
As of April 3, 1997, DI and its subsidiaries owed the Company $181,000.
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 an
annual base salary of no less than $110,000, an automobile and, at the
sole discretion of the Chief Executive Officer of AMCE, a year-end bonus.
Ms. Grant's current annual base salary is $110,000. During fiscal 1997,
Ms. Grant received a bonus of $10,000 and a lump sum payment in lieu of a
base salary increase of $4,400. Ms. Grant's employment agreement,
executed July 1, 1996, terminates on June 30, 1999, 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 prime rate of interest published in The Wall Street Journal
on the date of termination. The aggregate amount payable under the
employment agreement, assuming termination by reason of a change of
control and payment in a lump sum as of April 3, 1997, was approximately
$225,000.
Since July 1992, Mr. Jeffery W. Journagan, a son-in-law of Mr.
Stanley H. Durwood, has been employed by a subsidiary of AMCE. Mr.
Journagan's current salary is approximately $82,540 and he received a
bonus for fiscal 1997 in the amount of $7,500.
During fiscal 1997, the Company retained Polsinelli, White, Vardeman
& Shalton, P.C., to provide certain legal services to a subsidiary of
AMCE. Mr. Vardeman, who is a director of AMCE, is a director, officer and
shareholder of that firm.
For a description of certain employment agreements between the
Company and Messrs. Stanley H. Durwood, Peter C. Brown, Philip M.
Singleton and Richard M. Fay, see " Employment Contracts, Termination of
Employment and Change in Control Arrangements."
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 - April 3, 1997 and March 28, 1996
Consolidated Statements of Operations - Fiscal years (53/52 weeks)
ended April 3, 1997, March 28, 1996 and
March 30, 1995
Consolidated Statements of Cash Flows - Fiscal years (53/52 weeks)
ended April 3, 1997, March 28, 1996 and
March 30, 1995
Consolidated Statements of Stockholders' Equity - Fiscal years (53/52
weeks) ended April 3, 1997,
March 28, 1996 and March 30, 1995
Notes to Consolidated Financial Statements - Fiscal years (53/52
weeks) ended April 3, 1997, March 28, 1996 and
March 30, 1995
(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 SEC are not required under the related
instructions or are inapplicable, and therefore have been omitted.
(b) Reports on Form 8-K
On March 19, 1997, the Company filed a Form 8-K reporting under Item
5 its sale of 9 1/2% Senior Subordinated Notes due 2009 and an amendment
to its Credit Facility.
(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 30, 1997
Stanley H. Durwood Executive Officer and Director
/s/ Charles J. Egan, Jr. Director June 30, 1997
Charles J. Egan, Jr.
/s/ William T. Grant, II Director June 30, 1997
William T. Grant, II
/s/ John P. Mascotte Director June 30, 1997
John P. Mascotte
/s/ Paul E. Vardeman Director June 30, 1997
Paul E. Vardeman
/s/ Peter C. Brown President, Chief Financial June 30, 1997
Peter C. Brown Officer and Director
/s/ Philip M. Singleton Executive Vice President, Chief June 30, 1997
Philip M. Singleton Operating Officer and Director
/s/ Richard L. Obert Senior Vice President - Chief June 30, 1997
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 35 of the 1997 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 L.L.P.
Kansas City, Missouri
May 16, 1997
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 (53 Weeks) April 3, 1997
Allowance for doubtful accounts $ 801 $ 125 $ - $ 222 $ 704
Self insurance reserves 12,635 12,561 - 10,511 14,685
Reserve for future dispositions 2,107 534 - 427 2,214
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) - - -
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
2.1. Agreement and Plan of Merger dated as of March 31, 1997
between AMC Entertainment Inc. and Durwood, Inc.
(together with Exhibit A, "Pre-Merger Action Plan")
(Incorporated by reference from Exhibit 2.1 to AMCE's
Registration Statement on Form S-4 (File No. 333-25755)
filed April 24, 1997).
2.2. Form of Stock Agreement to be entered into among AMC
Entertainment Inc. and Stanley H. Durwood, Carol D.
Journagan, Edward D. Durwood, Thomas A. Durwood, Elissa
D. Grodin, Brian H. Durwood and Peter J. Durwood
("Durwood Family Stockholders") (Incorporated by
reference from Exhibit 2.2 to AMCE's Registration
Statement on Form S-4 (File No. 333-25755) filed April
24, 1997).
2.3. Form of Registration Agreement to be entered into between
AMC Entertainment Inc. and the Durwood Family
Stockholders (Incorporated by reference from Exhibit 2.3
to AMCE's Registration Statement on Form S-4 (File No.
333-25755) filed April 24, 1997).
2.4.(a) Indemnification Agreement dated as of March 31, 1997
among AMC Entertainment, Inc., the Durwood Family
Stockholders and Delta Properties, Inc., together with
Exhibit B thereto (Escrow Agreement) (Incorporated by
reference from Exhibit 2.4.(a) to AMCE's Registration
Statement on Form S-4 (File No. 333-25755) filed April
24, 1997).
2.4.(b) Durwood Family Settlement Agreement (Incorporated by
reference from Exhibit 99.1 to Schedule 13-D of
Durwood, Inc. and Stanley H. Durwood filed May 8, 1996).
2.4.(c) First Amendment to Durwood Family Settlement Agreement
(Incorporated by reference from Exhibit 2.4.(c) to AMCE's
Registration Statement on Form S-4 (File No. 333-25755)
filed April 24, 1997).
2.5. 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
(Incorporated by reference from Exhibit 2 to AMCE's Form
10-K (File No. 1-8747) for the fiscal year ended
March 31, 1994).
2.6. Stock Purchase, Release and Settlement Agreement dated
January 10, 1997 between American Multi-Cinema, Inc. and
H. Donald Busch respecting AMC Philadelphia, Inc.
(Incorporated by reference from Exhibit 2.1 to AMCE's
Form 10-Q (File No. 1-8747) for the quarter ended
December 26, 1996).
2.7.(a) Plan and Agreement of Liquidation and Merger dated
March 31, 1997 between AMC Realty, Inc. and its
subsidiary, AMC Canton Realty, Inc. (Incorporated by
reference from Exhibit 2.7.(a) to AMCE's Registration
Statement on Form S-4 (File No. 333-25755) filed April
24, 1997).
2.7.(b) Certificate of Ownership and Merger dated March 31, 1997
between AMC Realty, Inc. and its subsidiary, AMC Canton
Realty, Inc. (Incorporated by reference from Exhibit
2.7.(b) to AMCE's Registration Statement on Form S-4
(File No. 333-25755) filed April 24, 1997).
2.8.(a) Plan and Agreement of Liquidation and Merger dated
March 31, 1997 between AMC Philadelphia, Inc. and its
subsidiary, Budco Theatres, Inc. (Incorporated by
reference from Exhibit 2.8.(a) to AMCE's Registration
Statement on Form S-4 (File No. 333-25755) filed April
24, 1997).
2.8.(b) Certificate of Ownership and Merger dated March 31, 1997
between AMC Philadelphia, Inc. and its subsidiary, Budco
Theatres, Inc. (Delaware) (Incorporated by reference from
Exhibit 2.8.(b) to AMCE's Registration Statement on Form
S-4 (File No. 333-25755) filed April 24, 1997).
2.8.(c) Articles of Merger dated March 31, 1997 between AMC
Philadelphia, Inc. and Budco Theatres, Inc.
(Pennsylvania) (Incorporated by reference from Exhibit
2.8.(c) to AMCE's Registration Statement on Form S-4
(File No. 333-25755) filed April 24, 1997).
2.9.(a) Plan and Agreement of Liquidation and Merger dated
March 31, 1997 between American Multi-Cinema, Inc. and
its subsidiary, AMC Philadelphia, Inc. (Incorporated by
reference from Exhibit 2.9.(a) to AMCE's Registration
Statement on Form S-4 (File No. 333-25755) filed April
24, 1997).
2.9.(b) Certificate of Ownership and Merger merging AMC
Philadelphia, Inc., a Delaware corporation, into American
Multi-Cinema, Inc., a Missouri corporation (Delaware)
(Incorporated by reference from Exhibit 2.9.(b) to AMCE's
Registration Statement on Form S-4 (File No. 333-25755)
filed April 24, 1997).
2.9.(c) Articles of Merger between AMC Philadelphia, Inc., and
American Multi-Cinema, Inc. (Missouri) (Incorporated by
reference from Exhibit 2.9.(c) to AMCE's Registration
Statement on Form S-4 (File No. 333-25755) filed April
24, 1997).
3.1. Amended and Restated Certificate of Incorporation of AMC
Entertainment Inc. (Incorporated by reference from
Exhibit 3.1 to Amendment No. 2 to AMCE's Registration
Statement on Form S-2 (File No. 33-51693) filed
February 18, 1994).
3.2. Certificate of Designations relating to $1.75 Cumulative
Convertible Preferred Stock (Incorporated by reference
from Exhibit 4.1 to AMCE's Form 8-K (File No. 1-8747)
dated April 8, 1994).
3.3. Bylaws of AMC Entertainment Inc. (Incorporated by
reference from Exhibit 3.3 to AMCE's Form 10-Q (File No.
0-12429) for the quarter ended December 26, 1996).
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
(Incorporated by reference from Exhibit 4.3 to AMCE's
Form 10-Q (File No. 0-12429) for the quarter ended
July 2, 1992).
4.1.(b) First Supplemental Indenture dated as of March 31, 1993,
pursuant to which AMC Film Marketing, Inc. became a
Guarantor (Incorporated by reference from Exhibit
4.1(b) to AMCE's Form 10-K (File No. 1-8747) for the
fiscal year ended April 1, 1993).
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 Subordinated Note Indenture
and related guarantees of such entities (Incorporated by
reference from Exhibit 4.2.(c) to AMCE's Form 10-K (File
No. 1-8747) for the fiscal year ended March 31, 1994).
4.1.(d) Fifth Supplemental Indenture dated December 28,1995,
respecting AMC Entertainment Inc.'s 11 7/8% Senior Notes
due 2000 (Incorporated by reference from Exhibit
4.1(d) to AMCE's Registration Statement on Form S-4 (File
No. 333-29155) filed June 13, 1997).
4.1.(e) Sixth Supplemental Indenture dated March 28, 1996,
respecting AMC Entertainment Inc.'s 11 7/8% Senior Notes
due 2000 (Incorporated by reference from Exhibit
4.2(d) to AMCE's Form 10-K (File No. 0-12429) for the
fiscal year ended March 28, 1996).
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 (Incorporated
by reference from Exhibit 4.4 to AMCE's Form 10-Q (File
No. 0-12429) for the quarter ended July 2, 1992).
4.2.(b) First Supplemental Indenture dated as of March 31 , 1993,
pursuant to which AMC Film Marketing, Inc. became a
Guarantor (Incorporated by reference from Exhibit
4.2.(b) to AMCE's Form 10-K (File No. 1-8747) for the
fiscal year ended April 1, 1993).
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 (Incorporated by
reference from Exhibit 4.2.(c) to AMCE's Form 10-K (File
No. 1-8747) for the fiscal year ended March 31, 1994).
4.2.(d) Fifth Supplemental Indenture dated December 28,1995,
respecting AMC Entertainment Inc.'s 12 5/8% Senior
Subordinated Notes due 2002 (Incorporated by reference
from Exhibit 4.2(d) to AMCE's Registration Statement on
Form S-4 (File No. 333-29155) filed June 13, 1997).
4.2.(e) Sixth Supplemental Indenture dated March 28, 1996,
respecting AMC Entertainment Inc.'s 12 5/8% Senior
Subordinated Notes due 2002 (Incorporated by reference
from Exhibit 4.2.(e) to AMCE's Form 10-K (File No.
0-12429) for the fiscal year ended March 28, 1996).
4.3. Amended and Restated Credit Agreement dated as of
April 10, 1997, among AMC Entertainment Inc., as the
Borrower, The Bank of Nova Scotia, as Administrative
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; significant subsidiary guarantee, form
of notes, form of pledge agreement and form of subsidiary
pledge agreement. (Incorporated by reference from Exhibit
4.3 to AMCE's Registration Statement on Form S-4 (File
No. 333-25755) filed April 24, 1997).
4.4.(a) Indenture dated March 19, 1997, respecting AMC
Entertainment Inc.'s 9 1/2% Senior Subordinated Notes due
2009 (Incorporated by reference from Exhibit 4.1 to
AMCE's Form 8-K (File No. 1-8747) dated March 19, 1997).
4.4(b) Form of First Supplemental Indenture, respecting AMC
Entertainment Inc.'s 9 1/2% Senior Subordinated Notes due
2009 (Incorporated by reference from Exhibit 4.4(b) to
AMCE's Registration Statement on Form S-4 (File No.
333-29155) filed June 13, 1997).
4.5. Registration Rights Agreement respecting 9 1/2% Senior
Subordinated Notes due 2009 (Incorporated by reference
from Exhibit 4.2 to AMCE's Form 8-K (File No. 1-8747)
dated March 19, 1997).
4.6. 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
(Incorporated by reference from Exhibit 10.1 to AMCE's
Form S-1 (File No. 2-84675) filed June 22, 1983).
10.2. Federal Income Tax Allocation Agreement dated as of
July 1, 1983, between Durwood, Inc. and AMC Entertainment
Inc. (Incorporated by reference from Exhibit 10.2 to
AMCE's Form S-1 (File No. 2-84675) filed June 22, 1983).
10.3. AMC Entertainment Inc. 1984 Employee Stock Purchase Plan
(Incorporated by reference from Exhibit 28.1 to AMCE's
Form S-8 (File No. 2-97523) filed July 3, 1984).
10.4. AMC Entertainment Inc. 1984 Employee Stock Option Plan
(Incorporated by reference from Exhibit 28.1 to AMCE's
S-8 and S-3 (File No. 2-97522) filed July 3, 1984).
10.5.(a) AMC Entertainment Inc. 1994 Stock Option and Incentive
Plan, as amended (Incorporated by reference from Exhibit
10.1 to AMCE's Form 10-Q (File No. 0-12429) for the
quarter ended December 26, 1996).
10.5.(b) Form of Performance Stock Award Agreement (Incorporated
by reference from Exhibit 10.5(d) to AMCE's Form 10-K
(File No. 0-12429) for the fiscal year ended March 30,
1995).
10.5.(c) Form of Non-Qualified (NON-ISO) Stock Option Agreement
(Incorporated by reference from Exhibit 10.2 to AMCE's
Form 10-Q (File No. 0-12429) for the quarter ended
December 26, 1996).
10.6. American Multi-Cinema, Inc. Savings Plan, a defined
contribution 401(k) plan, restated January 1, 1989, as
amended (Incorporated by reference from Exhibit 10.6 to
AMCE's Form S-1 (File No. 33-48586) filed June 12, 1992,
as amended).
10.7.(a) Defined Benefit Retirement Income Plan for Certain
Employees of American Multi-Cinema, Inc. dated January 1,
1989, as amended (Incorporated by reference from Exhibit
10.7 to AMCE's Form S-1 (File No. 33-48586) filed
June 12, 1992, as amended).
10.7.(b) AMC Supplemental Executive Retirement Plan dated
January 1, 1994 (Incorporated by reference from Exhibit
10.7(b) to AMCE's Form 10-K (File No. 0-12429) for the
fiscal year ended March 30, 1995).
10.8. Employment Agreement between American Multi-Cinema, Inc.
and Philip M. Singleton (Incorporated by reference from
Exhibit 10(a) to AMCE's Form 10-Q (File No. 1-8747) for
the quarter ended September 29, 1994).
10.9. Employment Agreement between American Multi-Cinema, Inc.
and Peter C. Brown (Incorporated by reference from
Exhibit 10(b) to AMCE's Form 10-Q (File No.1-8747) for
the quarter ended September 29, 1994).
10.10. Disability Compensation Provisions respecting Stanley H.
Durwood (Incorporated by reference from Exhibit 10.12 to
AMCE's Form S-1 (File No. 33-48586) filed June 12, 1992,
as amended).
10.11. Executive Medical Expense Reimbursement and Supplemental
Accidental Death or Dismemberment Insurance Plan, as
restated effective as of February 1, 1991 (Incorporated
by reference from Exhibit 10.13 to AMCE's Form S-1 (File
No. 33-48586) filed June 12, 1992, as amended).
10.12. Division Operations Incentive Program (incorporated by
reference from Exhibit 10.15 to AMCE's Form S-1 (File No.
33-48586) filed June 12, 1992, as amended).
10.13. Agreement and General Release between Edward D. Durwood
and American Multi- Cinema, Inc. (Incorporated by
reference from Exhibit 10.1 to AMCE's Form 10-Q (File No.
0-12429) for the quarter ended September 28, 1995).
10.14. Agreement and General Release between Donald P. Harris
and American Multi-Cinema, Inc. (Incorporated by
reference from Exhibit 10.2 to AMCE's Form 10-Q (File No.
0-12429) for the quarter ended September 28, 1995).
10.15. 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. (Incorporated by reference from Exhibit
10.29 to AMCE's Form 10-K (File No. 1-8747) for the
fiscal year ended April 1, 1993).
10.16. 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.
(Incorporated by reference from Exhibit 10.30 to AMCE's
Form 10-K (File No. 1-8747) for the fiscal year ended
April 1, 1993).
10.17. Assignment and Assumption Agreement between Cinema
Enterprises II, Inc. and TPI Entertainment, Inc.
(Incorporated by reference from Exhibit 10.31 to AMCE's
Form 10-K (File No. 1-8747) for the fiscal year ended
April 1, 1993).
10.18. 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.
(Incorporated by reference from Exhibit 10.32 to AMCE's
Form 10-K (File No. 1-8747) for the fiscal year ended
April 1, 1993).
10.19. 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
(Incorporated by reference from Exhibit 10.33 to AMCE's
Form 10-K (File No. 1-8747) for the fiscal year ended
April 1, 1993).
10.20. Promissory Note dated June 16, 1993, made by Thomas L.
Velde and Katherine G. Terwilliger, husband and wife,
payable to American Multi-Cinema, Inc. (Incorporated by
reference from Exhibit 10.34 to AMCE's Form 10-K (File
No. 1-8747) for the fiscal year ended April 1, 1993).
10.21. Second Mortgage dated June 16,1993, among Thomas L.
Velde, Katherine G. Terwilliger and American
Multi-Cinema, Inc. (Incorporated by reference from
Exhibit 10.35 to AMCE's Form 10-K (File No. 1-8747) for
the fiscal year ended April 1, 1993).
10.22. Summary of American Multi-Cinema, Inc. Executive
Incentive Program (Incorporated by reference from Exhibit
10.36 to AMCE's Registration Statement on Form S-2 (File
No. 33-51693) filed December 23, 1993).
10.23. AMC Non-Qualified Deferred Compensation Plans
(Incorporated by reference from Exhibit 10.37 to
Amendment No. 2 to AMCE's Registration Statement on Form
S-2 (File No. 33-51693) filed February 18, 1994).
10.24. Employment Agreement between AMC Entertainment Inc.,
American Multi-Cinema, Inc. and Stanley H. Durwood
(Incorporated by reference from Exhibit 10.32 to AMCE's
Form 10-K (File No. 0-12429) for the fiscal year ended
March 28, 1996).
10.25. Real Estate Contract dated November 1, 1995 among Richard
M. Fay, Mary B. Fay and American Multi-Cinema, Inc.
(Incorporated by reference from Exhibit 10.33 to AMCE's
Form 10-K (File No. 0-12429) for the fiscal year ended
March 28, 1996).
10.26. American Multi-Cinema, Inc. Retirement Enhancement Plan
(Incorporated by reference from Exhibit 10.26 to AMCE's
Registration Statement on Form S-4 (File No. 333-25755)
filed April 24, 1997).
10.27. Employment Agreement between American Multi-Cinema, Inc.
and Richard M. Fay (Incorporated by reference from
Exhibit 10.1 to AMCE's Form 10-Q (File No. 0-12429) for
the quarter ended June 27, 1996).
10.28. American Multi-Cinema, Inc. Executive Savings Plan
(Incorporated by reference from Exhibit 10.28 to AMCE's
Registration Statement on Form S-4 (File No. 333-25755)
filed April 24, 1997).
*11. Computation of Per Share Earnings.
*13. Incorporated portions of the Annual Stockholders Report
for the fiscal year ended April 3, 1997.
16. Letter regarding change in certifying accountant
(Incorporated by reference from Exhibit 19.6 to AMCE's
Form 10-Q (File No. 0-12429) for the quarter ended
July 2, 1992).
*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 Item 8
of this annual report.
*27. Financial Data Schedule
_______
* Filed herewith