AMC ENTERTAINMENT INC
8-A12B/A, 1994-02-18
MOTION PICTURE THEATERS
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<PAGE>
                                                 Registration No. 001-08747


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------
   
                                 AMENDMENT NO. 1
                                       TO
    
                                    FORM 8-A
                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                              --------------------
                             AMC ENTERTAINMENT INC.
             (Exact name of registrant as specified in its charter)


                     DELAWARE                          43-1304369
     (State of incorporation or organization)       (I.R.S. employer
                                                 identification number)



               106 West 14th Street
               Kansas City, Missouri                      64105
     (Address of principal executive offices)          (zip code)




        Securities to be registered pursuant to Section 12(b) of the Act:




          Title of each class                Name of each exchange on which
          to be so registered                each class is to be registered
          -------------------                ------------------------------

     Cumulative Convertible Preferred             American Stock Exchange
 Stock, Par Value 66 2/3 CENTS Per Share


        Securities to be registered pursuant to Section 12(g) of the Act:

                                      None
<PAGE>

ITEM 1.   DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

   
          For a description of the Registrant's Cumulative Convertible
Preferred Stock, par value 66 2/3 CENTS per share (the "Convertible Preferred"),
including provisions of the Registrant's Restated and Amended Certificate of
Incorporation and Bylaws that would have an effect of delaying, deferring or
preventing a change in control of the Registrant and that would operate only
with respect to an extraordinary corporate transaction, see the discussion
under the caption "Description of Capital Stock -- Convertible Preferred"
set forth in the form of Prospectus dated February 18, 1994 (the "Prospectus"),
included in Amendment No. 2 to the Registration Statement on Form S-2 (File
No. 33-51693), filed by the Registrant, which information is incorporated by
reference herein.
    

          The Prospectus filed by the Registrant subsequent to the date hereof
pursuant to Rule 424(b) under the Securities Act of 1933, as amended, shall be
deemed to be incorporated by reference herein.

ITEM  2.  EXHIBITS

   
          (a)  Form of the Registrant's Certificate of Designations Relating to
               the Convertible Preferred Stock. (Filed as Exhibit 3.2 to
               Amendment No. 2 to the Registration Statement on Form S-2
               (File No. 33-51693) filed February 18, 1994 and incorporated
               herein by reference.)
    

   
          (b)  The Registrant's Restated and Amended Certificate of
               Incorporation (Filed as Exhibit 3.1 to Amendment No. 2 to the
               Registration Statement on Form S-2 (File No. 33-51693) filed
               February 18, 1994, and incorporated herein by reference.)
    

   
          (c)  The Registrant's bylaws, as amended.  (Filed as
               Exhibit 3.3 to Amendment No. 2 to the Registration Statement
               on Form S-2 (File No. 33-51693) filed February 18, 1994, and
               incorporated herein by reference.)
    

   
          (d)  "Description of Capital Stock -- Convertible Preferred"
               excerpted from the Prospectus. (Filed as part of Amendment
               No. 2 to the Registrant's Registration Statement on Form S-2
               (File No. 33-51693) filed February 18, 1994, and incorporated
               herein by reference.)
    


                                    SIGNATURE

   
          Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized.
    

                                                  AMC ENTERTAINMENT INC.


   
Dated: February 18, 1994                           /s/ Peter C. Brown
                                                 ------------------------------
    
                                                  By:  Peter C. Brown
                                                       Senior Vice President and
                                                       Chief Financial Officer

<PAGE>
                                INDEX OF EXHIBITS




DESCRIPTION OF EXHIBIT
- ----------------------

   
          (a)  Form of the Registrant's Certificate of Designations
               Relating to the Convertible Preferred Stock. (Filed
               as Exhibit 3.2 to Amendment No. 2 to the Registration
               Statement on Form S-2 (File No. 33-51693) filed
               February 18, 1994 and incorporated herein by
               reference.)
    

   
          (b)  The Registrant's Restated and Amended Certificate
               of Incorporation (Filed as Exhibit 3.1 to
               Amendment No. 2 to the Registration Statement
               on Form S-2 (File No. 33-51693) filed
               February 18, 1994, and incorporated herein by
               reference.)
    

   
          (c)  The Registrant's bylaws, as amended.  (Filed as
               Exhibit 3.3 to Amendment No. 2 to the Registration
               Statement on Form S-2 (File No. 33-51693) filed
               February 18, 1994, and incorporated herein by
               reference.)
    

   
          (d)  "Description of Capital Stock -- Convertible
               Preferred" excerpted from the Prospectus. (Filed
               as part of Amendment No. 2 to the Registrant's
               Registration Statement on Form S-2 (File No.
               33-51693) filed February 18, 1994, and
               incorporated herein by reference.)
    




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