Securities and Exchange Commission
Washington, D.C. 20549
FORM S-8
Registration Statement
Under
The Securities Act of 1933
AMC Entertainment Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
43-1033275
(I.R.S. Employer Identification Number)
106 West 14th Street, Kansas City, Missouri 64105
(Address of Principal Executive Offices) (Zip Code)
AMC Entertainment Inc. 1994 Stock Option and Incentive Plan
(Full Title of Plan)
Peter C. Brown
106 West 14th Street
Kansas City, Missouri 64105
(816) 221-4000
(Name, Address and Telephone Number of Agent for Service)
Calculation of Registration Fee
Proposed
Maximum Proposed
Title of Offering Maximum
Securities Amount Price Aggregate Amount of
to be to be Per Share Offering Registration
Registered Registered (1) Price (1) Fee
Common
Stock 66 cents par 1,000,000
value shares $11.8125 $11,812,500 $4,073
1 The maximum offering price is estimated to be $11.8125 per share
pursuant to Rule 457(h)(1) and 457(c) solely for the purpose of
calculating the registration fee, which amount represents the average of
the high and low prices of the Registrant's common stock reported on the
AMEX composite tape on March 13, 1995.<PAGE>
Part II
Information Required In The Registration Statement
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the
Securities and Exchange Commission (the" Commission") are
incorporated herein by reference and hereby made a part hereof:
(a) The Registrant's annual report on Form 10-K for the
fiscal year ended March 31, 1994.
(b) All other reports filed by the Registrant pursuant
to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 since March 31, 1994.
(c) The description of the Registrant's Common Stock
contained in Registrant's Form 8-A filed August 18,
1983 (File no. 0-12429) and the description of its
$1.75 Cumulative Convertible Preferred Stock
contained in Amendment No. 1 to its Form 8-A
respecting such Preferred Stock, dated February 18,
1994.
(d) All documents hereafter filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 prior to the
filing of a post-effective amendment that indicates
all of the securities offered hereby have been sold
or that deregisters all securities then remaining
unsold.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the issuance of the shares of Common Stock
offered hereby have been passed upon for the Company by Gage &
Tucker L.C., Kansas City, Missouri. Raymond F. Beagle, Jr., a
member of Gage & Tucker L.C., is general counsel of the
Registrant.
Item 6. Indemnification of Directors and Officers.
AMC Entertainment Inc. ("AMCE") is incorporated in Delaware.
Under Section 145 of the Delaware General Corporation Law, a
corporation has the power, under specified circumstances, to
indemnify its directors, officers, employees and agents in
connection with actions, suits or proceedings brought against them
by a third party or in the right of the corporation, by reason of
the fact that they were or are such directors, officers, employees
or agents, against expenses incurred in any such action, suit, or
proceeding. AMCE's Certificate of Incorporation requires
indemnification of directors and officers to the full extent
permitted by the Delaware General Corporation Law and provides
that, in any action by a claimant, AMCE shall bear the burden of
proof that the claimant is not entitled to indemnification.<PAGE>
Section 102(b)(7) of the Delaware General Corporation Law provides
that a certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to
the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director provided that such
provision shall not eliminate or limit the liability of a director
(i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 (relating to liability
for unauthorized acquisitions or redemptions of, or dividends on,
capital stock) of the Delaware General Corporation Law, or
(iv) for any transaction from which the director derived an
improper personal benefit. The Certificate of Incorporation of
AMCE contains the provisions permitted by Section 102(b)(7) of the
Delaware General Corporation Law.
Section 3.6 of AMCE's 1994 Stock Option and Incentive Plan (the
"Plan") provides that service on AMCE's Compensation Committee
constitutes service as a director of AMCE so that members of the
Compensation Committee, who are charged with the administration of
the Plan, are entitled to indemnification and reimbursement as
directors pursuant to AMCE's Certificate of Incorporation, Bylaws
or any agreements between AMCE and its directors providing for
indemnification.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 - Certificate of Incorporation of AMC
Entertainment Inc. (1)
4.2 - Certificate of Designations Relating to $1.75
Cumulative Convertible Preferred Stock of AMC
Entertainment Inc. (2)
4.3 - Bylaws of AMC Entertainment Inc. (3)
*4.4 - AMC Entertainment Inc. 1994 Stock Option and
Incentive Plan.
*5.1 - Opinion of Gage & Tucker L.C. as to the
validity of the stock being issued.
*23.1 - Consent of Gage & Tucker L.C. to the use of
their opinion filed as Exhibit 5.1 (included in
E xhibit 5.1).
*23.2 - Consent of Coopers & Lybrand L.L.P.
*23.3 - Consent of Deloitte & Touche L.L.P.
*24.1 - Power of Attorney (included elsewhere in the
Registration Statement).<PAGE>
(1) Previously filed as Exhibit 3.1 to Registrant's
Form S-2 (File no. 33-51693) filed December 23, 1993,
as amended, and incorporated herein by reference.
(2) Previously filed as Exhibit 3.2 to Registrant's
Form S-2 (File no. 33-51693) filed December 23, 1993,
as amended, and incorporated herein by reference.
(3) Previously filed as Exhibit 3.3 to Registrant's
Form S-2 (File no. 33-51693) filed December 23, 1993,
as amended, and incorporated herein by reference.
*Filed Herewith.
Item 9. Undertakings.
1. Rule 415 Offering.
The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
Registration Statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs 1.(a)(i) and 1.(a)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in this
Registration Statement;
(b) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.<PAGE>
2. Filings Incorporating Subsequent Exchange Act Documents by
Reference.
The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. Indemnification Matters.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it
is against public policy as expressed in the Securities Act of
1933 and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto authorized, in Kansas City, Missouri on this 16th
day of March, 1995.
AMC ENTERTAINMENT INC.
By /s/ Peter C. Brown
Peter C. Brown
Executive Vice President<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the dates indicated below. By so signing, each
person whose signature appears below this Registration Statement on Form
S-8 in his or her capacity as a director or officer, or both, as the
case may be of the Registrant, does hereby severally constitute and
appoint Peter C. Brown and Richard L. Obert, and each of them severally,
his or her true and lawful attorney-in-fact and agent, with the full
power of substitution and resubstitution, to sign for him or her and in
his or her name, place and stead in any and all capacities indicated
below, any and all pre-effective and post-effective amendments to this
Registration Statement on Form S-8, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary fully to all
intents and purposes as he or she might or could do in person thereby
ratifying and confirming all that said attorneys-in-fact and agents or
any of them, or their or his or her substitute, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Date: March 16, 1995 /s/ Stanley H. Durwood
Stanley H. Durwood, Chairman of the
Board, Chief Executive Officer and
Director
Date: March 16, 1995 /s/ Paul E. Vardeman
Paul E. Vardeman, Director
Date: March 16, 1995 /s/ Charles J. Egan, Jr.
Charles J. Egan, Jr., Director
Date: March 16, 1995 /s/ Edward D. Durwood
Edward D. Durwood, President,
Vice Chairman of the Board and
Director
Date: March 16, 1995 /s/ Peter C. Brown
Peter C. Brown, Executive Vice
President,
Chief Financial Officer and Director<PAGE>
Date: March 16, 1995 /s/ Philip M. Singleton
Philip M. Singleton, Executive Vice
President, Chief Operating Officer
and Director
Date: March 16, 1995 /s/ Richard L. Obert
Richard L. Obert, Vice President and
Chief Accounting Officer<PAGE>
EXHIBIT 4.4
AMC ENTERTAINMENT INC.
1994 STOCK OPTION AND INCENTIVE PLAN
1. PURPOSE.
The AMC Entertainment Inc. 1994 Stock Option and Incentive Plan is
intended to incorporate stock-based and results-oriented awards into the
ongoing compensation packages of executives and managers and to thereby
increase the alignment of the interests of such persons and
stockholders. The Plan is intended to foster in participants a strong
incentive to exert maximum effort for the continued success and growth
of the Company and its Subsidiaries and the enhancement of stockholders'
interests, to aid in retaining individuals who exert such efforts and to
assist in attracting the best available individuals in the future.
2. DEFINITIONS
When used herein, the following terms shall have the meaning set
forth below:
2.1 "AMC" means American Multi-Cinema, Inc., a wholly-owned subsidiary
of the Company.
2.2 "Award" means an Option, a Stock Award or a Performance Unit.
2.3 "Board" means the Board of Directors of the Company.
2.4 A "Change of Control Event" shall be deemed to have occurred at
the first time that (a) a majority of the Board of Directors of the
Company, over a two-year period, is replaced from the directors who
constituted the Board of Directors of the Company at the beginning of
such period, which replacement shall not have been approved by the Board
of Directors of the Company (or replacement directors approved by the
Board of Directors of the Company), as constituted at the beginning of
such period, or (b) a person or entity or group of persons or entities
acting in concert as a partnership or other group (other than the DI
affiliates, any Subsidiary, any employee stock purchase plan, stock
option plan or other stock incentive plan or program, retirement plan or
automatic reinvestment plan or any substantially similar plan of the
Company or any Subsidiary or any person holding securities of the
Company for or pursuant to the terms of any such employee benefit plan)
shall, as a result of a tender or exchange offer, open market purchases,
privately negotiated purchases or otherwise, have become the beneficial
owner (within the meaning of Rule 13d-3 under the Exchange Act) of
securities of the Company representing 50% or more of the combined
voting power of the then outstanding securities of the Company
ordinarily (and apart from rights accruing under special circumstances)
having the right to vote in the election of Directors.
2.5 "Code" means the Internal Revenue Code of 1986 as amended from
time to time.
2.6 "Committee" means the Board's Compensation Committee, or such
other committee of Directors as may be designated by the Board,
authorized to administer this Plan. The Committee shall consist of not
fewer than two (2) Directors and shall be constituted so as to permit
the Plan to comply with Rule 16b-3 or any successor provision of similar
import. <PAGE>
2.7 "Common Stock" means the Company's Common Stock, par value 662 per
share.
2.8 "Company" means AMC Entertainment Inc., a corporation organized
and existing under the laws of the State of Delaware, or such Company by
whatever name it may at the time have.
2.9 "DI Affiliates" means (a) Mr. Stanley H. Durwood, his spouse and
any of his lineal descendants and their respective spouses (collectively
the "Durwood Family"), (b) any controlled affiliate of any member of the
Durwood Family and (c) any trust for the benefit of one or more members
of the Durwood Family (whether or not any member of the Durwood Family
is a trustee of such trust) or one or more charitable organizations.
2.10 "Director" means a member of the Board.
2.11 "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time.
2.12 "Fair Market Value" means with respect to the Company's Shares
the closing sales price of the Shares, as reported on the American Stock
Exchange, or, if not so reported, on the NASDAQ/National Market System,
or, if not so reported, the closing sales price as reported by any other
appropriate reporting system of general circulation, on the date for
which the value is to be determined, or if there is no closing sales
price on such date, then on the last day for which transactions in
Shares were so reported prior to the date on which the value is to be
determined.
2.13 "Grantee" means a person to whom an Award is made.
2.14 "Incentive Stock Option" or"ISO" means an Option awarded under
the Plan which meets the terms and conditions established by Code
Section 422 and applicable regulations thereunder for such an Option.
2.15 "Non-Qualified Stock Option" or"NQSO" means an Option awarded
under the Plan which by its terms and conditions is not an ISO.
2.16 "Option" means the right to purchase, at a price, for a term,
under conditions, and for cash or other considerations (which may
include a note from the Grantee) fixed by the Committee in accordance
with such restrictions as the Plan and the Committee impose, a number of
Shares specified by the Committee (subject to limitations imposed by
this Plan). An Option can be either an ISO or NQSO or a combination
thereof.
2.17 "Plan" means the Company's 1994 Stock Option and Incentive Plan.
2.18 "Performance Unit" means an Award payable only in cash and valued
by reference to designated criteria (other than Shares) established by
the Committee.
2.19 "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange
Act.
2.20 "Securities Act" means the Securities Act of 1933, as amended
from time to time.
2.21 "Shares" means shares of the Company's Common Stock or if by
reason of the adjustment provisions hereof any rights under an Award
under the Plan pertain to any other security, such other security. <PAGE>
2.22 "Stock Award" means the grant of a right to receive, at a time or
times fixed by the Committee in accordance with the Plan and subject to
such other limitations and restrictions as the Plan and the Committee
impose, the number of Shares specified by the Committee. A Stock Award
may be either a "Performance Stock Award", under which the receipt of
Shares, subject to provisions of the Plan permitting acceleration, will
be conditioned on the attainment by the Company or a Subsidiary or a
division during a performance period of performance goals established by
the Committee, or a "Restricted Stock Award", under which the receipt of
Shares, subject to provisions of the Plan permitting acceleration, is
conditioned on the continued employment of the Grantee or such other
conditions as the Committee may impose, or both.
2.23 "Subsidiary" means any business, including AMC, whether or not
incorporated, in which the Company, at the time an Award is granted or
in other cases at the time of reference, owns directly or indirectly not
less than 50% of the equity interest.
2.24 "Successor" means the legal representative of the estate of a
deceased Grantee or the person or persons who shall acquire the right to
exercise an Option, to receive Shares issuable in satisfaction of a
Stock Award or to receive other amounts payable under an Award, by
bequest or inheritance or by reason of the death of the Grantee or
pursuant to a qualified domestic relations order as defined by the Code
or Title I of the Employment Retirement Income Security Act, or the
rules thereunder.
2.25 "Tax Date" means the date on which the amount of tax to be
withheld with respect to an Option or Stock Award is determined.
2.26 "Term" means the period during which a particular Option may be
exercised or the period during which the conditions and/or restrictions
placed on an Award are in effect.
2.27 "Window Period" means a period beginning on the third business
day following the date of release of a quarterly or annual summary
statement of sales and earnings of the Company and ending on the twelfth
business day following such date.
3. ADMINISTRATION OF THE PLAN
3.1 The Plan shall be administered by the Committee.
3.2 The Committee shall have plenary authority, subject to
provisions of the Plan, to: (a) determine when and to whom Awards shall
be granted; (b) determine the form of each Award, its Term, the number
of Shares covered by it, if any, the participation by a Grantee in other
plans, and any other terms or conditions of each such Award, including
the time and conditions of exercise or vesting; (c) determine whether
Awards will be granted singly or in combination or tandem; (d) determine
the performance goals, if any, that will be applicable to the Award and
eliminate or reduce an Award otherwise payable that is based on
performance goals; (e) accelerate the vesting, exercise, or payment of
an Award when such action(s) would be in the best interests of the
Company; and (f) take any and all other action it deems necessary or
advisable for the proper operation or administration of the Plan. The
Committee also shall have the authority to grant Awards in replacement
of Awards previously granted under the Plan or any other plan of the
Company or a Subsidiary. The Committee's actions in making Awards and
fixing their size, Term, and other terms and conditions shall be final
and conclusive on all persons. <PAGE>
3.3 The Committee shall have the sole responsibility for
construing and interpreting the Plan, for establishing (and amending)
such rules and regulations as it deems necessary or desirable for the
proper administration of the Plan, and for resolving all questions
arising under the Plan. Any decision or action taken by the Committee
arising out of or in connection with the construction, administration,
interpretation and effect of the Plan and of its rules and regulations
shall, to the extent permitted by law, be within its absolute
discretion, except as otherwise specifically provided herein, and shall
be conclusive and binding upon all Grantees, all Successors, and any
other person, whether that person is claiming under or through any
Grantee or otherwise.
3.4 The Committee may designate one of its members as Chairman.
It shall hold its meetings at such times and places as it may determine.
All determinations of the Committee shall be made by a majority of its
members. Any determination reduced to writing and signed by all members
shall be fully as effective as if it had been made by a majority vote at
a meeting duly called and held. The Committee may make such rules and
regulations for the conduct of its business as it shall deem advisable.
3.5 The Committee, in its discretion, may delegate its authority
and duties under the Plan to the Chief Executive Officer and/or to other
senior officers of the Company under such conditions and/or limitations
as the Committee may establish; provided, however, that only the
Committee may establish performance goals and select and grant Awards
to Grantees who are subject to Section 16 of the Exchange Act.
3.6 Service on the Committee shall constitute service as a
Director, so that the members of the Committee shall be entitled to
indemnification and reimbursement as Directors pursuant to its Bylaws
and to any agreements between the Company and its Directors providing
for indemnification.
3.7 The Committee shall regularly inform the Board as to its
actions with respect to all Awards under the Plan and the terms and
conditions of such Awards in a manner, at such times, and in such form
as the Board may reasonably request.
4. ELIGIBILITY
Awards may be made under the Plan to employees who are corporate or
field executives or senior managers, including executive officers of the
Company and its Subsidiaries. Officers shall be employees for this
purpose, whether or not they also are Directors. A Director who is not
an employee shall not be eligible to receive an Award. Awards may be
made to eligible employees whether or not they have received prior
Awards under the Plan or under any previously adopted plan, and whether
or not they are participants in other benefit plans of the Company, AMC
or any other Subsidiary.
5. SHARES SUBJECT TO PLAN; LIMITATIONS
5.1 The Company hereby reserves 1,000,000 Shares, for issuance
in connection with Awards under the Plan, subject to adjustment under
Section 20. During the Plan no Grantee may receive Options to acquire
more than 325,000 Shares, Stock Awards entitling the Grantee to receive
more than 150,000 Shares or cash awards aggregating more than $2 million
under Performance Units. During any 12 month period no Grantee may
receive Options to acquire more than 65,000 Shares or cash awards
aggregating more than $400,000 under Performance Units. No Grantee may<PAGE>
receive a Stock Award or Awards entitling the Grantee to receive free of
conditions more than 30,000 Shares with respect to any 12 month period,
but determined on an annualized basis so that more than 30,000 Shares
may be received at one time free of conditions with respect to a
performance period exceeding 12 months in duration.
5.2 Any Shares related to Awards which (a) terminate by
expiration, forfeiture, cancellation or otherwise without the issuance
of such Shares, or (b) are settled in cash in lieu of Shares, shall be
available again for grant under the Plan, provided the Participant
received no other benefits of ownership of such Award other than voting
rights, if any. Notwithstanding the foregoing, no Shares which are used
by a Participant for the full or partial payment to the Company of the
purchase price of Shares upon exercise of an Option, or for any
withholding taxes due as a result of such exercise, may become available
for Awards under the Plan. The Shares available for issuance under the
Plan may be authorized and unissued shares or treasury shares.
6. GRANTING OF OPTIONS
6.1 Subject to the terms of the Plan, the Committee may from
time to time grant Options to persons eligible under Section 4 above and
shall designate such Options as ISOs or NQSOs.
6.2 Pursuant to Code Section 422 and applicable regulations, an
Option shall not be deemed to be an ISO to the extent that the aggregate
Fair Market Value, as determined on the date or dates of grant, of
Shares with respect to which such ISO is exercisable for the first time
by any individual during any calendar year (under all stock option
incentive plans of the Company or a Subsidiary) exceeds $100,000. ISOs
which first become exercisable during a calendar year shall be taken
into account in the order granted. Options that exceed the $100,000
limit shall be treated as NQSOs.
6.3 The purchase price of each Share subject to Option shall be
fixed by the Committee, provided the purchase price for Shares subject
to an Option shall not be less than 100% of the Fair Market Value of the
Shares on the date the Option is granted.
6.4 Notwithstanding Section 6.3 above, pursuant to Code
Section 422 and applicable regulations, the minimum purchase price of an
ISO shall be 110% of the Fair Market Value of the Shares on the date the
ISO is granted with respect to Grantees who at the time of Award are
deemed to own 10% or more of the voting power of the Company's
outstanding Shares.
6.5 Each Option shall expire and all rights to purchase Shares
thereunder shall cease on the date fixed by the Committee.
6.6 Notwithstanding Section 6.5 above, pursuant to Code
Section 422 and applicable regulations, an ISO shall expire and all
rights to purchase Shares thereunder shall cease no later than the fifth
anniversary of the date on which the ISO was granted with respect to
Grantees who at the time of Award are deemed to own 10% or more of the
voting power of the Company, and no later than the tenth anniversary of
the date on which the ISO was granted with respect to other Grantees.
6.7 No Option shall become exercisable prior to the expiration
of six months after the date of its grant, unless otherwise determined
by the Committee or permitted by the Plan, and, subject to the
limitations in the Plan, each Option shall be exercisable for the number<PAGE>
of Shares fixed by the Committee.
7. STOCK AWARDS
7.1 The Committee may grant eligible employees Stock Awards
which shall entitle Grantees to receive Shares in the future for no cash
consideration and which may be subject to such terms, conditions and
restrictions, if any, as the Committee may deem appropriate, including,
without limitation, satisfaction of performance goals, restrictions on
transferability and continued employment.
7.2 Subject to provisions of the Plan permitting acceleration,
the receipt of Shares under Stock Awards granted to persons subject to
Section 16 of the Exchange Act will be conditioned on the attainment by
the Company or a Subsidiary or a division during a performance period of
performance goals established by the Committee based on criterion
described in Section 9.
7.3 At the time of grant of a Stock Award, the Grantee shall
receive written evidence of the Award in such form as may be approved by
the Committee but shall not be entitled to issuance or delivery of a
stock certificate evidencing the Shares covered by the Award until the
Committee certifies that performance goals have been met and the lapse
of any restrictions that may have been imposed pursuant to the Award.
Upon the attainment of such goals and the lapse of any restrictions, a
certificate or certificates representing the number of Shares covered by
the Award, free and clear of all restrictions, shall be issued and
registered in the name of, and delivered to, the Grantee.
7.4 Unless otherwise determined by the Committee or provided in
the Plan, no Shares may be issued under Restricted Stock Awards unless
the Grantee remains employed by the Company or a Subsidiary for one year
after the date of the Award.
8. PERFORMANCE UNITS
8.1 The Committee may grant Awards in the form of Performance
Units.
8.2 Amounts payable under a Performance Unit may be payable at a
specified date or dates or upon attaining performance conditions.
Subject to provisions of the Plan permitting acceleration, a Performance
Unit granted to persons subject to Section 16 of the Exchange Act will
be conditioned on the attainment by the Company or a Subsidiary or a
division during a performance period of performance goals established by
the Committee based on criteria described in Section 9.
9. PERFORMANCE GOALS
Performance Stock and Performance Unit Awards made to persons
subject to Section 16 of the Exchange Act shall be based on performance
goals established by the Committee prior to the start of a performance
period of 12 months' duration or longer with respect to which such an
Award is made. After the start of a performance period the Committee may
not increase the compensation payable under an Award that is otherwise
due upon attainment of a performance goal. The Committee shall certify
that the performance goals have been achieved before payment of any such
Award. Performance goals established by the Committee shall be based
upon, as the Committee deems appropriate, one or more of the following
business criteria: (i) Company or Subsidiary EBITDA (earnings before
interest, taxes, depreciation and amortization); (ii) Company or<PAGE>
Subsidiary earnings or earnings per Share; (iii) market prices of
Shares; (iv) division operating income, or "DOI" (operating income less
general and administrative expenses and extraordinary expenses); or (v)
division level EBITDA (DOI less national film, home office and
international general and administrative expenses plus capitalized lease
adjustments); and the Committee may, in its discretion, determine
whether an Award will be paid under any one or more of such business
criteria. In setting performance goals, such criteria may be measured
against one or more of the following: (i) the prior year or years'
performance of the Company, a Subsidiary or a division; (ii) the
performance of a broad based group of stocks with risk profiles similar
to the Company's and; (iii) the performance of a peer group of two or
more companies. Such performance goals may be (but need not be)
different for each performance period. The Committee may set different
(or the same) goals for different Grantees and for different Awards, and
performance goals may include standards for minimum attainment, target
attainment, and maximum attainment. In all cases, however, performance
goals shall include a minimum performance standard below which no part
of the relevant Award will be earned.
10. NON-TRANSFERABILITY OF RIGHTS
No Award, no rights under any Award, and no payment under the Plan
shall be assignable or transferable otherwise than by will or the laws
of descent and distribution or pursuant to a qualified domestic
relations order as defined by the Code or Title I of the Employment
Retirement Income Security Act, or the rules thereunder, and the rights
and the benefits of any such Award may be exercised during the lifetime
of the Grantee only by his or her guardian or legal representative or
Successor.
11. DEATH, DISABILITY, RETIREMENT AND OTHER TERMINATION OF EMPLOYMENT
11.1 Subject to the terms of the Plan, the Committee may make
such provisions concerning exercise or lapse of Awards upon the
Grantee's death, disability, retirement, or other termination of
employment as it shall in its discretion determine, provided that:
(a) except as provided in paragraph (b) below, no provision
shall permit an ISO to be exercised after the date three months
following the Grantee's termination of employment,
(b) no provision shall permit an Option to be exercised after
the date which is twelve months following a Grantee's death or
disability,
(c) no provision shall permit a NQSO to be exercised after the
date which is three years following the Grantee's retirement from the
Company or a Subsidiary,
(d) except as provided in paragraphs (b) and (c) above, no
provision shall permit a NQSO to be exercised after the date which is
six months following a Grantee's termination of employment,
(e) except as provided in paragraph (f) below, all Stock Awards
and Performance Units shall be cancelled and forfeited if a Grantee's
employment is terminated, and <PAGE>
(f) in the event of the Grantee's death, disability or
retirement, the Grantee (or his Successor) shall be entitled immediately
to be issued a certificate or certificates for all of the Shares
represented by his Stock Award(s) and to be paid amounts due under
Performance Unit awards, free and clear of all performance goal
requirements and restrictions.
For purposes of this Section 12, the term "disability" shall mean "long
term disability," as defined in the AMC Long Term Disability Plan, or
any comparable plan of the Company or AMC, or, if there is no such plan,
the inability of the Grantee to engage in any substantial gainful
activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or to last for a
continuous period of not less than twelve months as determined by the
Committee based on the opinion of a qualified physician (or other
medical certificate) and other evidence acceptable to the Committee, and
the term "retirement" shall mean "normal retirement" or, with the
approval of the Committee, "early retirement" pursuant to the applicable
terms of the AMC Defined Benefit Retirement Plan or any comparable plan
of the Company or a Subsidiary covering a Grantee.
11.2 Unless the Committee determines otherwise, Options which
pursuant to their terms are exercisable following termination of a
Grantee's employment:
(a) may be exercised only to the extent exercisable upon the
date such employment terminates, if such termination is other than by
reason of the Grantee's death, disability or retirement, and
(b) shall be accelerated if not yet vested and shall be
exercisable in full, free and clear of all restrictions, if such
termination is by reason of the Grantee's death, disability or
retirement.
11.3 Transfers of employment between the Company and a
Subsidiary, or between Subsidiaries, shall not constitute termination of
employment for purposes of any Award. The Committee may specify in the
terms and conditions of an Award whether any authorized leave of absence
or absence for military or governmental service or for any other reason
shall constitute a termination of employment for purposes of the Award
and the Plan.
12. PROVISIONS RELATING TO CHANGE IN CONTROL
The Committee may provide, at the time of an Award or thereafter,
that if a Change of Control Event occurs (a) any restrictions on Stock
Awards shall lapse immediately and (b) outstanding Options shall become
exercisable immediately. The Committee may also waive the satisfaction
of performance goals with respect to Performance Stock Awards and
Performance Units upon the occurrence of a Change in Control Event.
13. WRITING EVIDENCING AWARDS
Each Award granted under the Plan shall be evidenced by a writing
which may, but need not, be in the form of an agreement to be signed by
the Grantee. The writing shall set forth the nature and size of the
Award, its Term, the other terms and conditions thereof, other than
those set forth in the Plan, and such other information as the Committee
directs. Acceptance of, or receipt of the benefits of, an Award by the
Grantee shall be conclusively presumed to be assent to the terms and<PAGE>
conditions set forth therein, whether or not the writing is in the form
of an agreement to be signed by the Grantee.
14. EXERCISE OF RIGHTS UNDER AWARDS
14.1 A person entitled to exercise an Option may do so by
delivery of a written notice to that effect specifying the number of
Shares with respect to which the Option is being exercised and any other
information the Committee may prescribe.
14.2 The notice of exercise shall be accompanied by payment in
full of the purchase price for any Shares to be purchased, with such
payment being made in cash, certified or bank cashier's check or money
order or in Shares having a Fair Market Value equivalent to the purchase
price of such Shares to be purchased, or a combination thereof. If
approved by the Committee, payment of the purchase price of an Option
may also be made by Note, provided that unless the Shares issued are
treasury shares at least the par value of the Shares issued shall be
paid in cash or equivalent or Shares as provided above. The Committee
shall establish appropriate methods for accepting Shares and may impose
such conditions as it deems appropriate on the use of such Shares to
exercise an Option.
14.3 Upon exercise of an Option, or after grant of a Stock Award
but before a distribution of Shares in satisfaction thereof, the Grantee
may request in writing that the Shares to be issued in satisfaction of
the Award be issued in the name of the Grantee and another person as
joint tenants with right of survivorship or as tenants in common.
14.4 All notices or requests to the Company provided for herein
shall be delivered to the Secretary of the Company.
15. EFFECTIVE DATE AND DURATION OF THE PLAN AND DATE OF AWARD
15.1 The Plan shall become effective on November 10, 1994,
provided any Awards granted hereunder shall be subject to approval of
any governmental body having jurisdiction over the Company with respect
to this Plan within the time limits applicable to any such governmental
approvals.
15.2 The Plan shall remain in effect until all Awards have been
exercised or satisfied in accordance herewith, but no Awards may be
granted under the Plan after the date of the first stockholders meeting
held in 1999 or December 31, 1999, whichever first occurs. The terms of
any Award may be amended at any time prior to the end of its Term in
accordance with and subject to the limitations of the Plan.
15.3 The date of an Award shall be the date on which the
Committee's determination to grant the same is final, or such later date
as shall be specified by the Committee in connection with its
determination.
16. AMENDMENTS TO AWARDS
The Committee may at any time unilaterally amend or terminate and
cash out any unexercised or unpaid Award, whether earned or unearned,
including, but not by way of limitation, Awards earned but not yet paid,
and/or substitute another Award of the same or different type, to the
extent it deems appropriate; provided, however, that any amendment to
(but not termination of) an outstanding Award which, in the opinion of
the Committee, is materially adverse to the Grantee, or any amendment or<PAGE>
termination which, in the opinion of the Committee, may subject the
Grantee to liability under Section 16 of the Exchange Act, shall require
the Grantee's consent. It shall be conclusively presumed that any
adjustment for changes in capitalization as provided for herein are not
adverse to a Grantee.
17. STOCKHOLDER STATUS
No person shall have any rights as a stockholder by virtue of the
grant of an Award under the Plan, except with respect to Shares actually
issued to that person.
18. POSTPONEMENT OR NON-EXERCISE
The Company shall not be required to issue any certificate or
certificates for Shares upon the exercise of an Option or upon the
vesting of a Stock Award granted under the Plan prior to (a) the
obtaining of any approval from any governmental agency which the Company
shall, in its sole discretion, determine to be necessary or advisable,
(b) the taking of any action in order to comply with restrictions or
regulations incident to the maintenance of a public market for its
Shares; and (c) the completion of any registration or other
qualification of such Shares under any state or Federal law or rulings
or regulations of any governmental body which the Company shall, in its
sole discretion, determine to be necessary or advisable. The Company
shall not be obligated by virtue of any terms and conditions of any
Award or any provisions of the Plan to recognize the exercise of an
Option or to sell or issue shares in violation of the Securities Act or
the law of any government having jurisdiction thereof. Any postponement
or delay by the Company in recognizing the exercise of any Option or in
issuing any Shares under a Stock Award or otherwise hereunder shall not
extend the Term of an Option nor shorten the Term of any restriction
attached to any Stock Award and neither the Company nor its directors or
officers shall have any obligation or liability to the Grantee of an
Award, to a Successor or to any other person with respect to any Shares
as to which the Option shall lapse because of such postponement or as to
which issuance under a Stock Award was delayed.
19. TERMINATION, SUSPENSION OR MODIFICATION OF PLAN
The Board may terminate, suspend or modify the Plan at any time and
in any manner, provided, however, that without stockholder approval the
Board will not adopt an amendment that requires stockholder approval
under Rule 16b-3.
No termination or suspension of the Plan shall adversely affect
any right acquired by any Grantee or any Successor under an Award
granted before the date of such termination or suspension except to the
extent permitted in Section 16.
20. ADJUSTMENTS FOR CORPORATE CHANGES
20.1 In the event of a recapitalization, stock split, stock
dividend, combination or exchange of shares, merger, consolidation,
rights offering, reorganization or liquidation, or any other change in
the corporate structure or shares of the Company, the Committee may (a)
make such equitable adjustments, designed to protect against dilution or
enlargement, as it may deem appropriate in the number and kind of Shares
authorized by the Plan and, with respect to outstanding Awards, in the
number and kind of Shares covered thereby and in the Option price, and
(b) make such arrangements, which shall be binding upon the holders of<PAGE>
unexpired Options and outstanding Stock Awards, for the substitution of
new Options or Stock Awards for any unexpired Options or Stock Awards
then outstanding under the Plan or for the assumption of any such
unexpired Options and outstanding Stock Awards.
20.2 In the event that the Company agrees (a) to sell or
otherwise dispose of all or substantially all of the Company's assets,
or (b) to be wholly or partially liquidated, or (c) to participate in a
merger, consolidation or reorganization, or (d) to sell or otherwise
dispose of substantially all the assets of, or a majority interest in, a
Subsidiary or division, then the Committee may determine that any and
all Options granted under the Plan, in situations involving an event
described in clauses (a) through (c), and any and all Options granted to
employees of the affected Subsidiary or division, in situations
described in clause (d), shall be immediately exercisable in full, and
any and all Shares issuable pursuant to Stock Awards or cash payable
under Performance Units made under the Plan, in situations involving an
event described in clauses (a) through (c), and any and all Shares
issuable pursuant to Stock Awards or cash payable under Performance
Units granted to employees of the affected Subsidiary or division, in
situations described in clause (d), shall be immediately issuable or
paid in full, as the case may be. The Committee may also determine that
any Options not exercised, and any Stock Awards or Performance Units
with respect to which any restrictions shall not have lapsed or
conditions shall not have been satisfied, prior to any such event, or
within such period of time thereafter (not to exceed 120 days) as the
Committee shall determine, shall terminate.
20.3 The grant of any Award pursuant to the Plan shall not affect
in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or
business structure or to merge or to consolidate or to dissolve,
liquidate or sell, or transfer all or any part of its business or assets
or the business, assets or stock of a Subsidiary.
21. NON-UNIFORM DETERMINATION
The Committee's determination under the Plan including, without
limitation, determination of the persons to receive Awards, the form,
amount and type of Awards, the terms and provisions of Awards and the
written material evidencing such Awards, any amendments to the terms and
provisions of any Awards, and the granting or rejecting of applications
for delivery of Shares need not be uniform and may be made selectively
among otherwise eligible employees whether or not such employees are
similarly situated.
22. TAXES
22.1 The Company may pay, withhold or require a Grantee to remit
to it amounts sufficient to satisfy the Company's federal, state, local
or other tax withholding obligations attributable to any Awards after
giving notice to the person entitled to receive such amount, and the
Company may defer making payment of any Award if any such tax, charge or
assessment may be pending until indemnified to its satisfaction.
22.2 Subject to the consent of the Committee, in connection with
(a) the exercise of a Non-Qualified Stock Option or (b) satisfaction of
conditions and/or lapse of restrictions on a Stock Award, a Grantee may
make an irrevocable election to tender back to the Company Shares
received pursuant to (a) or (b), having a Fair Market Value sufficient
to satisfy all or part of the Company's total federal, state, local and<PAGE>
other tax withholding obligations associated with the transaction. Any
such election shall be irrevocable and must be made by a Grantee prior
to the Tax Date, by delivering written notice to the Secretary of the
Company together with such information and documents as the Committee
may prescribe. The Committee may disapprove of any election, may
suspend or terminate the right to make elections, or may provide with
respect to any Award under this Plan that the right to make elections
shall not apply to such Awards.
22.3 If a Grantee is an officer of the Company and is subject to
the provisions of Section 16 of the Exchange Act, then an election is
subject to the following additional restrictions:
(a) No election shall be made within six months of the grant of
the Award.
(b) The election must be made during a Window Period.
22.4 If, pursuant to the provisions of the Code, the Tax Date of
an Award is deferred and a Grantee elects to have Shares withheld, the
full number of Option Shares or Stock Award Shares may be issued but the
Grantee shall enter into an agreement unconditionally obligating him or
her to tender back to the Company the proper number of Shares on the Tax
Date.
23. NONCOMPETITION AND FORFEITURE PROVISION
If the Committee so determines, an Award may specify that a Grantee
shall forfeit all unexercised, unearned, and/or unpaid Awards,
including, but not limited to, Awards earned but not yet paid if, in the
opinion of the Committee, the Grantee, at any time during the period of
Grantee's employment and for one (1) year thereafter, without the
written consent of the Committee, engages directly or indirectly in any
manner or capacity as principal, agent, partner, officer, director,
employee, or otherwise, in any business or activity competitive with the
business conducted by the Company, in the geographic area in which the
Company does business, or in any manner which is inimical to the best
interests of the Company.
24. TENURE
Nothing in the Plan or in any agreement entered into pursuant to the
Plan shall confer upon any participant the right to continue in the
employment of the Company or any Subsidiary or affect any right which
the Company or Subsidiary has to terminate the employment of such
participant. An employee terminated for cause, as determined by the
Company, shall forfeit all of his rights under the Plan, except as to
Options already exercised and Stock Awards on which restrictions have
already lapsed.
25. APPLICATION OF PROCEEDS
The proceeds received by the Company from the sale of its Shares
under the Plan shall be used for general corporate purposes of the
Company and its Subsidiaries.
26. OTHER ACTIONS
Nothing in the Plan shall be construed to limit the authority of the
Company to exercise its corporate rights and powers, including, by way
of illustration and not by way of limitation, the right to grant options<PAGE>
or pay bonuses for proper corporate purposes otherwise than under the
Plan to any employee or any other person, firm, corporation, association
or other entity, or to grant options to, or assume options of, any
person in connection with the acquisition by purchase, lease, merger,
consolidation or otherwise, of all or any part of the business and
assets of any person, firm, corporation, association or other entity.
27. GENDER AND NUMBER
Except when otherwise indicated by the context, words in the
masculine gender when used in the Plan shall include the feminine
gender, the singular shall include the plural, and the plural shall
include the singular.
28. REQUIREMENTS OF LAW, GOVERNING LAW
The granting of Awards and the issuance of Shares shall be subject
to all applicable laws, rules and regulations, and to such approvals by
any governmental agencies or national securities exchanges as may be
required. The Plan, and all agreements hereunder, shall be construed in
accordance with and governed by the laws of the State of Missouri.
29. EFFECT ON OTHER PLANS
Participation in this Plan shall not affect an employee's
eligibility to participate in any other benefit or incentive plan of the
Company or a Subsidiary. Any Awards made pursuant hereto shall not be
used in determining the benefits provided under any other plan of the
Company or a Subsidiary unless specifically provided therein.<PAGE>
EXHIBIT 5.1
March 16, 1995
AMC Entertainment Inc.
106 West 14th Street, Suite 1700
Kansas City, Missouri 64105
Re: 1994 Stock Option and Incentive Plan
Ladies and Gentlemen:
We have acted as counsel for AMC Entertainment Inc., a Delaware
corporation (the "Company"), in connection with the preparation and
filing of a registration statement on Form S-8 (the "Registration
Statement") for the registration under the Securities Act of 1933, as
amended, of 1,000,000 shares of the common stock, par value 66 2/3c per
share (the "Shares"), of the Company, which shares are to be issued
under the Company's 1994 Employee Stock Option and Incentive Plan (the
"Plan").
In connection therewith we have examined:
1. Resolutions approving the Plan and authorizing the preparation
and filing of the Registration Statement, and amendments thereto, and
certain related actions;
2. The Registration Statement;
3. The Plan;
4. The Restated and Amended Certificate of Incorporation of the
Company; and
5. The Bylaws of the Company.
We have also made such other factual and legal investigations as we
deemed necessary or appropriate in order to render the opinion hereafter
expressed. In such examinations, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as
originals and the conformity to original documents submitted to us as
certified copies or photocopies.
Based solely on the foregoing, we are of the opinion that:
1. The Company has authority to issue options and Shares upon the
exercise of said options and to issue Shares pursuant to Performance and
Restricted Stock Awards pursuant to the Plan; and<PAGE>
2. The Shares are duly authorized, and, upon receipt by the
Company of adequate consideration therefor pursuant to the Plan and
delivery by the Company, said Shares will be validly issued, fully paid
and nonassessable;
3. The Plan is not subject to the Employment Retirement Income
Securities Act of 1974.
We express no opinion as to the laws of any jurisdiction other than
the General Corporation Law of the State of Delaware. The opinion set
forth in this letter is effective as of the date hereof. No expansion
of our opinion may be made by implication or otherwise. We express no
opinion other than as herein expressly set forth. We do not undertake
to advise you with respect to any manner within the scope of this letter
that comes to our attention after the date of this letter and disclaim
any responsibility to advise you of future changes of law or fact which
may affect the above opinion. Other than the addressee hereof, no one
is entitled to rely on this opinion; provided, however, that we hereby
consent to all references to the undersigned in the Registration
Statement and the Prospectus contained therein, and in all amendments
thereto, and to the filing of this opinion by the Company as an exhibit
to said Registration Statement.
Very truly, yours,
/s/ Gage & Tucker L.C.
Gage & Tucker L.C.<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders of
AMC Entertainment Inc.
Kansas City, Missouri
We consent to the incorporation by reference in the registration
statement of AMC Entertainment Inc. (the "Company") on Form S-8
respecting the Company's 1994 Stock Option and Incentive Plan, of our
report dated May 23, 1994 on our audits of the consolidated financial
statements and financial statement schedules of the Company as of March
31, 1994 and April 1, 1993 and for the years (52 weeks) then ended,
which report is included in the Company's annual report on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
Kansas City, Missouri
March 16, 1995<PAGE>
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of AMC Entertainment Inc. on Form S-8 pertaining to the AMC
Entertainment Inc. 1994 Stock Option and Incentive Plan of our report
dated May 21, 1992 (June 21, 1993 as to Note 2 on the 1993 financial
statements, not included therein) appearing in the Annual Report on Form
10-K of AMC Entertainment Inc. for the fiscal year ended March 31, 1994.
/s/ Deloitte & Touche LLP
Kansas City, Missouri
March 16, 1995<PAGE>
