October 27, 1995
Enclosed for filing under Sections 13 or 15d of the Securities Act of 1934
is the copy of the Form 10-Q Twenty-six weeks ended September 28, 1995 for
AMC Entertainment Inc.
Sincerly
Gail P. McClenton
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(mark one)
[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended September 28, 1995
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from __________ to __________
Commission File Number 01-12429
AMC ENTERTAINMENT INC.
(Exact name of registrant as specified in its charter)
Delaware 43-1304369
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
106 West 14th Street
Kansas City, Missouri 64105-1977
(Address of principal executive offices) (Zip Code)
(816) 221-4000
(Registrant's telephone number, including area code)
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 (or for shorter period that
the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
YesxNo ________
Number of Shares
Title of Each Class of Common Stock Outstanding as of
September 28, 1995
Common Stock, 66 2/3 cents par value 5,388,880
Class B Stock, 66 2/3 cents par value 11,157,000
<PAGE>
AMC ENTERTAINMENT INC. AND SUBSIDIARIES
INDEX
Page Number
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Statements of Operations 3
Consolidated Balance Sheets 4
Consolidated Statements of Cash Flows 5
Note to Consolidated Financial Statements 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS 8
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 11
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 12
SIGNATURES 13
<PAGE>
AMC ENTERTAINMENT INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per s hare amounts)
Thirteen Twenty-six
Weeks Ended Weeks Ended
9/28/95 9/29/94 9/28/95 9/29/94
(Unaudited) (Unaudited)
Revenues
Admissions $121,865 $108,347 $223,793 $193,227
Concessions 56,658 50,577 102,839 89,506
Other 6,543 5,667 12,244 10,339
Total revenues 185,066 164,591 338,876 293,072
Expenses
Film rentals 63,825 58,350 115,293 98,634
Concession merchandise 9,074 7,493 16,835 14,011
Other 63,984 59,996 124,756 114,629
Total cost of operations 136,883 125,839 256,884 227,274
Depreciation and
amortization 10,471 9,801 20,443 18,161
General and administrative
expenses 13,695 9,983 23,918 19,603
Total expenses 161,049 145,623 301,245 265,038
Operating income 24,017 18,968 37,631 28,034
Other expense (income)
Interest expense
Corporate borrowings 5,599 6,458 11,145 12,623
Capitalized leases 2,719 2,863 5,482 5,658
Investment income (2,440) (2,954) (4,666) (5,517)
Loss on disposition
of assets 123 77 138 75
Earnings before income
taxes 18,016 12,524 25,532 15,195
Income tax provision 7,400 5,100 10,500 6,200
Net earnings $ 10,616 $ 7,424 $ 15,032 $ 8,995
Preferred dividends 1,750 1,750 3,500 3,500
Net earnings for common
shares $ 8,866 $ 5,674 $ 11,532 $ 5,495
Earnings per share:
Primary $ .53 $ .34 $ .69 $ .33
Fully diluted $ .45 $ .32 $ .63 $ .33
<PAGE>
AMC ENTERTAINMENT INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
September 28, March 30,
1995 1995
(Unaudited)
ASSETS
Current assets:
Cash and equivalents $ 26,399 $ 71,233
Investments 109,192 69,144
Receivables, net of allowance for
doubtful accounts of
$1,569 as of September 28, 1995,
and $1,529 as of March 30, 1995 11,830 8,572
Other current assets 12,347 12,069
Total current assets 159,768 161,018
Property, net 299,564 279,904
Intangible assets, net 40,574 42,926
Other long-term assets 39,959 38,306
Total assets $539,865 $522,154
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 29,840 $ 29,047
Accrued expenses and other liabilities 40,478 33,794
Current maturities of corporate borrowings
and capital lease obligations 2,758 2,516
Total current liabilities 73,076 65,357
Corporate borrowings 200,216 200,183
Capital lease obligations 60,525 64,805
Other long-term liabilities 36,250 34,421
Total liabilities 370,067 364,766
Stockholders' equity:
Cumulative Convertible Preferred Stock;
4,000,000 shares
issued and outstanding
(aggregate liquidation preference
of $100,000) 2,667 2,667
Common Stock; 5,388,880 shares issued
and outstanding as
of September 28, 1995,
and 5,306,380 shares as of March 30, 1995 3,593 3,538
Convertible Class B Stock; 11,157,000 shares
issued and outstanding 7,438 7,438
Additional paid-in capital 107,986 107,163
Retained earnings 48,114 36,582
Total stockholders' equity 169,798 157,388
Total liabilities and stockholders' equity $539,865 $522,154
<PAGE>
AMC ENTERTAINMENT INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Twenty-six
Weeks Ended
9/28/95 9/29/94
INCREASE (DECREASE) IN CASH AND EQUIVALENTS (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 15,032 $ 8,995
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization - property 16,083 14,743
- other long-term assets 4,360 3,418
Gain on sale of available for sale investments - (1,407)
Loss on sale of other long-term assets 138 75
Change in assets and liabilities:
Receivables (3,258) 153
Other current assets (278) (3,602)
Accounts payable 793 (1,450)
Accrued expenses and other liabilities 7,916 (7,230)
Other, net 2,424 (426)
Total adjustments 28,178 4,274
Net cash provided by operating activities 43,210 13,269
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (42,155) (21,305)
Purchases of available for sale investments (344,699) (157,028)
Proceeds from maturities of available for
sale investments 304,651 148,871
Proceeds from sales of available for sale
investments - 11,689
Proceeds from disposition of other
long-term assets 719 30
Other, net (2,685) (1,381)
Net cash used in investing activities (84,169) (19,124)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments under capital
lease obligations (1,235) (1,059)
Other repayments (18) (17)
Proceeds from exercise of stock options 878 203
Dividends paid on preferred stock (3,500) (3,733)
Net cash used in financing activities (3,875) (4,606)
NET DECREASE IN CASH AND EQUIVALENTS (44,834) (10,461)
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 71,233 32,319
CASH AND EQUIVALENTS AT END OF PERIOD $ 26,399 $ 21,858
<PAGE>
AMC ENTERTAINMENT INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
(Unaudited):
During the twenty-six weeks ended September 28, 1995, the Company
executed a new lease agreement in connection with the expansion of an
existing theatre. Based on the terms of the new agreement, the lease has
been classified as an operating lease and accordingly, the capital lease
obligation of $2,805 related to the previous agreement was removed from the
consolidated balance sheet.
During the twenty-six weeks ended September 29, 1994, a capital lease
obligation of $1,363 was incurred in connection with property acquired.
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Twenty-six
Weeks Ended
9/28/95 9/29/94
(Unaudited)
Cash paid during the period for:
Interest (net of amounts capitalized
of $1,264 and $218) $ 17,264 $ 18,262
Income taxes 5,802 11,760
<PAGE>
AMC ENTERTAINMENT INC. AND SUBSIDIARIES
NOTE TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 28, 1995
(Unaudited)
NOTE 1 - THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES
AMC Entertainment Inc. ("AMCE"), through American Multi-Cinema, Inc.
("AMC") and its subsidiaries (collectively with AMCE, unless the context
otherwise requires, the "Company"), is principally involved in the operation
of motion picture theatres.
The accompanying unaudited consolidated financial statements have
been prepared in response to the requirements of Form 10-Q and should be
read in conjunction with the Company's annual report on Form 10-K for the
year (52 weeks) ended March 30, 1995. In the opinion of management, these
interim financial statements reflect all adjustments (consisting of normal
recurring adjustments) necessary for a fair presentation of the Company's
financial position and results of operations. Due to the seasonal nature of
the Company's business, results for the twenty-six weeks ended September 28,
1995, are not necessarily indicative of the results to be expected for the
fiscal year ending March 28, 1996.
Earnings Per Share
Primary earnings per share is computed by dividing net earnings for
common shares by the sum of the weighted average number of common shares
outstanding and outstanding stock options, when their effect is dilutive.
The average shares used in the computations were 16,822,000 and
16,742,000 for the thirteen and twenty-six weeks ended September 28, 1995,
respectively, and were 16,632,000 and 16,537,000 for the thirteen and
twenty-six weeks ended September 29, 1994, respectively. On a fully
diluted basis, both net earnings and shares outstanding are adjusted to
assume the conversion of the Cumulative Convertible Preferred Stock, if
dilutive. The average shares used in the computations were 23,763,000 and
23,731,000 for the thirteen and twenty-six weeks ended September 28,
1995, respectively, and were 23,731,000 and 16,537,000 for the thirteen and
twenty-six weeks ended September 29, 1994, respectively.
Presentation
Certain amounts have been reclassified from prior period
consolidated financial statements to conform with the current year
presentation.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
General
The Company's revenues are derived principally from box office
admissions and theatre concession sales. Additional revenues are derived
from other sources such as on-screen advertising and license fees from video
games in theatre lobbies. The Company's principal costs of operations are
film rentals, concession merchandise and other expenses such as advertising,
payroll, occupancy costs and insurance. Set forth below is a summary of
operating revenues for the thirteen and twenty-six week periods ended
September 28, 1995, and September 29, 1994.
<PAGE>
<TABLE>
<CAPTION>
Thirteen Thirteen Twenty-six Twenty-six
Weeks Ended Weeks Ended Weeks Ended Weeks Ended
% of Total % of Total % of Total % of Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
9/28/95 Revenues 9/29/94 Revenues 9/28/95 Revenues 9/29/94 Revenues
(Dollars in thousands)
Revenues
Admissions $121,865 65.9% $108,347 65.8% $223,793 66.0% $193,227 65.9%
Concessions 56,658 30.6 50,577 30.7 102,839 30.4 89,506 30.6
Other 6,543 3.5 5,667 3.5 12,244 3.6 10,339 3.5
Total $185,066 100.0% $164,591 100.0% $338,876 100.0% $293,072 100.0%
Cost of Operations
Film rental $ 63,825 34.5% $ 58,350 35.4% $115,293 34.0% $ 98,634 33.6%
Concession merchandise 9,074 4.9 7,493 4.6 16,835 5.0 14,011 4.8
Other 63,984 34.6 59,996 36.5 124,756 36.8 114,629 39.1
Total $136,883 74.0% $125,839 76.5% $256,884 75.8% $227,274 77.5%
/TABLE
<PAGE>
Operating Results
Twenty-six Weeks Ended September 28, 1995, and September 29, 1994
Total revenues for the twenty-six weeks ended September 28, 1995,
increased 15.6%, or $45,804,000, to $338,876,000 compared to $293,072,000 for
the twenty-six weeks ended September 29, 1994. Admissions revenues increased
by 15.8% due to a 10.2% increase in attendance and a 5.0% increase in average
ticket prices. The increase in attendance resulted from the popularity of
films released during the period and the net addition of 18 screens since the
second quarter of fiscal 1995 at higher performing locations. Attendance
during the prior year was impacted by a dispute with a major distributor over
film terms, which resulted in the Company licensing a smaller number of runs
per film from that distributor. During the current period, the Company
licensed what it considers to be a more acceptable number of runs per film
from that distributor. Concessions revenues and average concessions per
patron increased by 14.9% and 4.8%, respectively, during the current period.
The increase in concession revenue was primarily attributable to the
attendance increase.
Total cost of operations increased 13.0%, or $29,610,000, during the
twenty-six weeks ended September 28, 1995, to $256,884,000 from
$227,274,000 for the twenty-six weeks ended September 29, 1994. As a
percentage of total revenues, cost of operations was 75.8% for the twenty-
six weeks ended September 28, 1995, compared to 77.5% for the same period
in the prior year. Film rentals expense increased 16.9% due to higher
attendance levels and a 0.5% increase in the percentage of admissions paid
to film distributors. Concession and other costs of operations increased
10.1% from the same period in the prior year due to increases in payroll,
concession merchandise and other theatre operating expenses required to
support the increase in admissions and concessions revenues and from
the higher number of screens in operation.
Depreciation and amortization increased 12.6% from $18,161,000 to
$20,443,000 for the twenty-six weeks ended September 28, 1995. This
increase resulted primarily from the reduction, effective December 30,
1994, in the estimated lives of lease rights and location premiums on
certain smaller theatres to correspond to the base terms of the theatre
leases.
General and administrative expenses increased 22.0%, or $4,315,000,
from $19,603,000 for the twenty-six weeks ended September 29, 1994, to
$23,918,000 for the current year. The increase in general and
administrative expenses is primarily attributable to costs associated with
the Company's development of theatres in the United States and certain
international markets, additional payroll and bonus expenses and severance
payments for two former executive officers. As a percentage of total
revenues, general and administrative expenses increased from 6.7% to 7.1%.
Interest expense decreased $1,654,000, or 9.0%, to $16,627,000 for
the twenty-six weeks ended September 28, 1995, from $18,281,000 for same
period in the prior year. The decrease in interest expense resulted from
higher amounts of capitalized interest from increased construction
activities.
Investment income decreased 15.4%, or $851,000, during the twenty-six
weeks ended September 28, 1995, due primarily to a net gain of $1,407,000
recorded in the prior year from the sales of stock of TPI Enterprises, Inc.
and AmeriHealth, Inc., offset by an increase of $814,000 in interest income
during the current year.
For the twenty-six weeks ended September 28, 1995, the Company
recorded net earnings of $15,032,000, a 67.1% increase from net earnings of
$8,995,000 for the twenty-six weeks ended September 29, 1994. Net earnings
per common share, after deducting $3,500,000 of preferred dividends, was
$.69 compared to $.33 for the same period in the prior year.
Thirteen Weeks Ended September 28, 1995, and September 29, 1994
Total revenues for the thirteen weeks ended September 28, 1995,
increased 12.4%, or $20,475,000, to $185,066,000 compared to $164,591,000
for the thirteen weeks ended September 29, 1994. Admissions revenues
increased by 12.5% due to a 7.4% increase in attendance and a 4.7% increase
in average ticket prices. The increase in attendance resulted from the
popularity of films released during the period and from a higher average
number of screens in operation. Attendance during the same period in the
prior year was impacted by a dispute with a major distributor over film
terms, which resulted in the Company licensing a smaller number of runs per
film from that distributor. During the current period, the Company
licensed what it considers to be a more acceptable number of runs per film
from that distributor. Concessions revenues and average concessions per
patron increased by 12.0% and 4.2%, respectively, during the current
period. The increase in concession revenue was primarily attributable to
the attendance increase.
Total cost of operations increased 8.8% or $11,044,000, during the
thirteen weeks ended September 28, 1995, to $136,883,000 from $125,839,000
for the thirteen weeks ended September 29, 1994. As a percentage of total
revenues, cost of operations was 74.0% for the second quarter of fiscal
1996 compared to 76.5% for the same period in the prior year. Film rentals
expense increased 9.4% due to higher attendance levels offset by a 1.5%
decrease in the percentage of admissions paid to film distributors.
Concession and other costs of operations increased 8.3% from the same
period in the prior year due to increases in payroll, concession
merchandise and occupancy costs.
General and administrative expenses increased 37.2%, or $3,712,000,
from $9,983,000 for the thirteen weeks ended September 29, 1994, to
$13,695,000 for the current period. The increase in general and
administrative expenses is primarily attributable to costs associated with
the Company s plans to significantly increase its theatre circuit,
additional payroll and bonus expenses and severance payments for two former
executive officers. As a percentage of total revenues, general and
administrative expenses increased from 6.1% to 7.4%.
Interest expense decreased $1,003,000, or 10.8%, to $8,318,000 for
the second quarter of fiscal 1996 from $9,321,000 for the same period in
the prior year. The decrease in interest expense resulted from higher
amounts of capitalized interest from increased construction activities.
Investment income decreased 17.4%, or $514,000 during the thirteen
weeks ended September 28, 1995, due primarily to a net gain of $475,000
recorded in the second quarter of the prior year from the sale of stock of
AmeriHealth, Inc.
For the thirteen weeks ended September 28, 1995, the Company
recorded net earnings of $10,616,000, a 43.0% increase from net earnings of
$7,424,000 for the thirteen weeks ended September 29, 1994. Net earnings
per common share, after deducting $1,750,000 of preferred dividends, was
$.53 compared to $.34 for the same period in the prior year.
Liquidity and Capital Resources
The Company's revenues are collected in cash, principally through
box office admissions and theatre concession sales. The Company has an
operating "float" which partially finances its operations and which
generally permits the Company to maintain a smaller amount of working
capital capacity. This float exists because admissions revenues are
received in cash, while exhibition costs (primarily film rentals) are
ordinarily paid to distributors from 30 to 45 days following receipt of box
office admission revenues. The Company is only occasionally required to
make advance payments or non-refundable guarantees of film rentals.
In addition to cash equivalents and short-term investments totaling
$135,591,000 as of September 28, 1995, the Company had available to it the
total commitment amount under its $40,000,000 Credit Facility. The Company
has not utilized the Credit Facility during the last twelve months and does
not anticipate that it will need to do so.
The Credit Facility agreement and the Indentures to the Company's
Senior and Senior Subordinated Notes contain covenants that limit the
Company's capital expenditures to $100,000,000 per year and restrict the
Company's ability to pay dividends. Additionally, other covenants impose
limitations on the creation of liens, a change of control, transactions
with affiliates, mergers and investments. The Company does not anticipate
that any such covenants will materially impede its operations. However,
given that the Company's expansion program has increased the rate of
capital spending, the amount available for payment of dividends under the
Indentures may be reduced in the future. The Company is currently
reviewing various alternatives that would allow it to maintain its ability
to pay dividends on the Cumulative Convertible Preferred Stock and continue
its increased rate of capital spending.
For the twenty-six weeks ended September 28, 1995, the Company had
capital expenditures of $42,155,000, primarily for the development of new
theatres and the addition of screens at existing locations, and anticipates
that total capital expenditures will be approximately $100 million for
fiscal 1996, excluding property under capital lease obligations. The
Company believes that cash generated from operations, cash on hand and
short-term investments will be sufficient to fund operating results and
planned capital expenditures for at least the next twelve months.
During the current fiscal year, the Company opened one owned
theatre with 24 screens, added 10 screens at existing leased theatres and
closed three leased theatres with 14 screens resulting in a circuit total
of 1,652 screens in 231 theatres as of September 28, 1995. In addition,
the Company has under construction one fee basis theatre with 16 screens,
10 new leased theatre locations totaling 161 screens and additions to
existing theatres for 50 new screens.
PART II.
ITEM 1. LEGAL PROCEEDINGS
The following paragraphs summarize significant litigation and
proceedings to which the Company is a party.
In Re: AMC Shareholder Derivative Litigation, Chancery Court For New
Castle County, Delaware (Civil Action No. 12855). On February 15, 1995,
the court ordered the consolidation of two derivative actions filed against
four directors of AMCE, Mr. Stanley H. Durwood, Mr. Edward D. Durwood, Mr.
Paul E. Vardeman and Mr. Charles J. Egan, Jr., and one of its former
directors, Mr. Phillip Ean Cohen. The two cases were originally filed on
January 27, 1993, by Mr. Scott C. Wallace and on April 16, 1993, by Mr.
James M. Bird, respectively. On December 8, 1994, the court, pursuant to a
stipulation by the parties, entered an order approving Mr. Wallace's
withdrawal as a derivative plaintiff, granting the motion for intervention
filed by Mr. Philip J. Bogosian, Auginco, Mr. Norman M. Werther and Ms.
Ellen K. Werther, and authorizing the filing of the intervenors' complaint.
The intervenors' complaint includes substantially the same allegations as
the Wallace and Bird complaints. The two actions, as consolidated, are
referred to below as the "Derivative Action."
In the Derivative Action, plaintiffs allege breach of fiduciary duties
of care, loyalty and candor, mismanagement, constructive fraud and waste of
assets in connection with, among other allegations, the provision of film
licensing, accounting and financial services by American Associated
Enterprises, a partnership beneficially owned by Mr. Stanley H. Durwood and
members of his family, to the Company, certain other transactions with
affiliates of the Company, termination payments to a former officer of the
Company, certain transactions between the Company and National Cinema
Supply Corporation, and a fee paid by a subsidiary of the Company to Mr.
Cohen in connection with a transaction between the Company and TPI
Entertainment, Inc. The Derivative Action seeks unspecified money damages
and equitable relief and costs, including reasonable attorneys' fees.
On February 9, 1995, the defendants filed a motion to dismiss the
Derivative Action. Discovery has been stayed pending resolution of the
motion to dismiss.
The Company is named as a defendant in a number of other lawsuits
arising in the normal course of its business. Management does not expect
that any actions to which the Company is a party will result in a material
loss to the Company.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.1. Agreement and General Release between Edward D. Durwood and
American Multi-Cinema, Inc.
10.2. Agreement and General Release between Donald P. Harris and
American Multi-Cinema, Inc.
11. Statement Regarding Computation of Per Share Earnings
27. Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed or required to be filed for the
thirteen weeks ended September 28, 1995.
SIGNATURES
Pursuant to the requirements 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.
Date: October 27, 1995 /s/ Peter C. Brown
Peter C. Brown
Executive Vice President and
Chief Financial Officer
Date: October 27, 1995 /s/ Richard L. Obert
Richard L. Obert
Vice President and
Chief Accounting Officer
<PAGE>
EXHIBIT 10.1.
AGREEMENT AND GENERAL RELEASE
THIS AGREEMENT AND GENERAL RELEASE (hereinafter "Agreement") is made
and entered into by and between EDWARD D. DURWOOD (hereinafter "Durwood")
and AMERICAN MULTI-CINEMA, INC., its direct and indirect subsidiaries, its
parent corporation, AMC Entertainment Inc., and National Cinema Network,
Inc. (hereinafter collectively referred to as AMC Companies).
RECITALS
A WHEREAS, Durwood and AMC Companies have mutually agreed that Durwood
will no longer be employed with AMC Companies nor maintain a
position on the Board of Directors of AMC Companies as of October 5,
1995; and
B WHEREAS, AMC Companies wish to resolve any and all differences
Durwood may have as against AMC Companies, if any, including but not
limited to differences that could or might arise out of Durwood's
employment with AMC Companies and/or the cessation thereof.
NOW, THEREFORE, in consideration of the premises and mutual promises
herein contained, it is agreed as follows:
AGREEMENTS
1 Separation of Employment. Durwood, by signing this Agreement,
terminates his employment with AMC Companies effective October
5, 1995.
2 Benefits. AMC Companies agree to pay to Durwood:
(a) one lump sum of $498,398.00, representing severance
approximately equivalent to 24 months' salary, less
deductions required to be withheld by law for applicable
taxes; and
(b) $24,609.45, representing payment for accrued vacation,
less deductions required to be withheld by law for
applicable taxes.
3 Representations and Warranties. Durwood agrees that: (1) he
is due no further compensation, benefits or vacation pay by
AMC Companies; and (2) he will not accrue any benefits after
October 1, 1995.
4 Confidentiality of Existence and Terms of Agreement. Durwood
represents and agrees that he will keep the existence and all
of the terms of this Agreement strictly confidential, and that
he will not disclose any information concerning this Agreement
or its existence or terms to anyone, including but not limited
to any past, present and future employees of AMC Companies,
without first obtaining the express written consent of AMC
Companies.
Without breaching this confidentiality provision, Durwood may
provide information with respect to the amount of settlement to his spouse,
his attorney and his professional tax preparer in connection with the
preparation of his tax return, provided that such persons agree not to
disclose such matters to any other persons or entities. Durwood and AMC
Companies also understand and acknowledge that either of them may be
required by law to disclose information concerning this Agreement or its
existence or terms. If any third party subpoenas this Agreement or seeks a
copy of this Agreement through any legal procedure, Durwood shall notify in
writing R. F. Beagle, General Counsel for AMC Companies, at the address in
paragraph 19 herein, within three days of the receipt of such subpoena or
other court order.
5 Return of AMC Companies' Materials and Property. Durwood
understands and agrees that on or before October 5, 1995, he
will immediately turn over to AMC Companies all originals and
all copies of all lists, files, memoranda, records, reports,
credit cards, policies, handbooks, physical or personal
property, and other documents or information, whether
tangible, on computer or otherwise, which Durwood received
from AMC Companies which is the property of AMC Companies or
which Durwood prepared, copied or caused to be prepared or
copied, or otherwise received in connection with his
employment with AMC Companies.
(a) Packard Bell Home Computer. Durwood may, without
violating paragraph 5 above, purchase the Packard Bell
computer presently maintained in his home from AMC
Companies for book value, $1,863.33, by writing a check
to AMC Companies in that amount on or before October 5,
1995. Durwood agrees to remove any files pertaining to
AMC Companies and to comply with the confidentiality
provisions set forth herein with respect to the computer
and files in all respects.
6 Confidential Business Information. Durwood acknowledges that
he knows and in the future may know information relating to
AMC Companies and their respective operations that is
confidential and/or a trade secret. Such information includes
information, whether obtained in writing, in conversation, or
otherwise, concerning corporate strategy, intent and plans,
business operations, financing, pricing, costs, budgets,
equipment, potential locations of new screens, the status,
scope and terms of pending negotiations, transactions, the
terms of existing or proposed leases, contracts and
obligations, and corporate and financial reports. Such
confidential and/or trade secret information does not,
however, include information in the public domain unless
Durwood has, without authority, made it public. Durwood
agrees: (a) not to disclose such information to anyone; (b)
to keep such information confidential; (c) to take appropriate
precautions to maintain the confidentiality of such
information; and (d) not to use such information for personal
benefit or the benefit of any competitor of AMC Companies or
any other person.
7 Non-Competition.
(a) For a period of one (1) year after October 5, 1995,
Durwood covenants and agrees that he will not, directly
or indirectly, either individually or jointly or on
behalf of or in concert with any other person or entity,
as a proprietor, partner, shareholder, director, officer,
employee, agent, consultant or in any other capacity or
manner whatsoever, engage in any business activity
competitive with the motion picture exhibition business
of AMC Companies, including but not limited to site
selection, lease and contract negotiations, and
coordination of the execution of leases and other
Agreements for the operation of motion picture theatres.
For a period of one year after October 5, 1995, Durwood
covenants and agrees that he will not, directly or
indirectly, either individually or jointly or on behalf
of or in concert with any other person or entity, as a
proprietor, partner, shareholder, director, officer,
employee, agent, consultant or in any other capacity or
manner whatsoever, compete with AMC Companies for the
acquisition or leasing of sites recommended to AMC
Companies.
(b) The parties acknowledge that irreparable damage will
result to AMC Companies from any violation of paragraph
7(a) by Durwood. The parties expressly agree that, in
addition to any and all remedies available to AMC
Companies for any such violation, AMC Companies shall
have the remedy of restraining order and injunction and
any such equitable relief as may be declared or issued by
a court to enforce the provisions of paragraph 7(a) and
Durwood agrees not to claim in any such equitable
proceeding that a remedy at law is available to AMC
Companies. Notwithstanding anything contained herein to
the contrary and if, and only if, any provision of the
type contained in paragraph 7(a) is enforceable in the
jurisdiction in question, if any one or more of the
provisions contained in paragraph 7(a) shall for any
reason be held to be excessively broad as to duration,
geographical scope, activity or subject, such provision
shall be construed by limiting and reducing it so as to
be enforceable to the extent compatible with the
applicable law in such jurisdiction as it shall then
appear.
8 Non-Interference with Employment Relationships Between AMC
Companies and its Employees. Durwood agrees that for a period
of two years from October 5, 1995, he will not (a) solicit,
entice, or otherwise induce any employee of AMC Companies to
leave the employ of AMC Companies for any reason whatsoever;
(b) directly or indirectly aid, assist or abet any other
person or entity in soliciting, enticing or inducing any
employee of AMC Companies to leave their employ or in hiring
any employee of AMC Companies; or (c) interfere with any
contractual or other business relationship or expectancy
between AMC Companies and its employees.
9 Non-Disparagement. AMC Companies agrees not to disparage or
portray Durwood in a negative light, and Durwood agrees not to
disparage or portray AMC Companies, their respective owners,
stockholders, agents, trustees, directors, officers, partners,
employees, representatives or attorneys, in a negative light.
10 Release.
(a) As a material inducement to AMC Companies to enter into
this Agreement, Durwood, for himself and for each of his
heirs, executors, administrators and assigns, hereby
irrevocably and unconditionally releases, acquits and
forever discharges AMC Companies (as defined on page 1 of
this Agreement) and each of AMC Companies' respective
owners, stockholders, agents, trustees, directors,
officers, partners, employees, representatives and
attorneys; and all persons acting by, through, under or
in concert with any of them (collectively "Releasees"),
from any and all charges, complaints, claims,
liabilities, obligations, promises, Agreements,
controversies, damages, actions, causes of action, suits,
rights, demands, costs, losses, debts and expenses
(including attorneys' fees and costs actually incurred)
of any nature whatsoever, known or unknown, suspected or
unsuspected, including, but not limited to, rights
arising out of alleged violations of any contracts,
express or implied, any covenant of good faith and fair
dealing, express or implied, or any legal restrictions on
Releasees' rights to terminate employees, or any federal,
state or other governmental statute, regulation, or
ordinance, or any tort, including, without limitation:
(1) Title VII of Civil Rights Act of 1964 (race, color,
religion, sex and national origin discrimination); (2) 42
U.S.C. 1981 (discrimination); (3) the Age
Discrimination in Employment Act of 1967 (age
discrimination); (4) 29 U.S.C. 209(d)(1) (equal pay);
(5) the Americans with Disabilities Act (disabilities);
(6) the Employment Retirement Income Security Act of
1974, 29 U.S.C. 1001 et seq.; and (7) any other common
law or statutory claim; ("Claim" or "Claims") which
Durwood has or claims to have against each or any of the
Releasees.
(b) (i) AMC Companies hereby irrevocably and unconditionally
release, acquit and forever discharge Durwood from any
and all charges, complaints, claims, liabilities,
obligations, promises, Agreements, controversies,
damages, actions, causes of action, suits, rights,
demands, costs, losses, debts and expenses (including
attorneys' fees and costs actually incurred) of any
nature whatsoever, known or unknown, suspected or
unsuspected, including, but not limited to, rights
arising out of alleged violations of any contracts,
express or implied, any covenant of good faith and fair
dealing, express or implied, any federal, state or other
governmental statute, regulation, or ordinance, or any
tort with the exception of the proviso set forth in
paragraph 10(b)(ii) below.
(ii) Notwithstanding any provision in this Agreement to
the contrary, Durwood is not released from claims asserted in the
stockholders' derivative action styled In re AMC Entertainment, Inc.
Cons. Shareholders Litigation, Del. Ch., C.A. No. 12855.
11 Indemnification. As a further material inducement to AMC
Companies to enter into this Agreement, Durwood hereby agrees
to indemnify and hold each and all of the Releasees harmless
from and against any and all loss, costs, damages, or
expenses, including, without limitation, attorneys' fees
incurred by Releasees, or any of them, arising out of any
breach of this Agreement by Durwood or the fact that any
representation made herein by Durwood was false when made.
12 Arbitration. This Agreement is made and entered into in the
State of Missouri, and shall in all respects be interpreted,
enforced and governed by and under the laws of the State of
Missouri. Any dispute regarding any aspect of this Agreement
or any act which allegedly has or would violate any provision
of this Agreement ("arbitrable dispute") will be submitted to
arbitration in Missouri before an experienced employment
arbitrator licensed to practice law in Missouri, as the
exclusive remedy for such claim or dispute. The arbitrator
shall also have the authority to issue injunctive relief.
13 Attorneys' Fees. The prevailing party in any dispute brought
to enforce, interpret or apply any of the provisions of this
Agreement or in any action for breach of this Agreement shall
be entitled to their attorneys' fees and costs.
14 Miscellaneous. The parties acknowledge that this termination
is without cause and with the Company's consent as referred to
in section 9(b) of the Stock Option Agreement dated June 26,
1993.
15 No Representations. Durwood represents and acknowledges that
in executing this Agreement, he does not rely and has not
relied upon any representation or statement not set forth
herein made by any of the Releasees or by any of the
Releasees' agents, representatives, or attorneys with regard
to the subject matter, basis or effect of this Agreement or
otherwise.
16 Sole and Entire Agreement. This Agreement sets forth the
entire Agreement between the parties hereto, and fully
supersedes any and all prior Agreements or understandings
between the parties hereto pertaining to the subject matter
hereof.
17 Consultation with Counsel. Durwood understands and
acknowledges that he has had the opportunity to consult
attorneys of his own choosing prior the execution of this
Agreement, that he has carefully read and fully understands
all of the provisions of this Agreement, and that he is
freely, knowingly and voluntarily entering into this
Agreement.
18 Period for Review and Consideration of Agreement. Durwood
understands that he has been given a period of 21 days to
review and consider this Agreement before signing it. Durwood
further understands that he may use as much of this 21-day
period as he wishes prior to signing.
19 Durwood's Right to Revoke Agreement. Durwood may revoke this
Agreement within seven days of signing it by delivering a
written notice of revocation to R. F. Beagle, Gage & Tucker,
L.C., 2345 Grand Blvd., Kansas City, Missouri 64108, no later
than 5:00 p.m. on the seventh day after he signs this
Agreement, and if that day should fall on a weekend or a legal
holiday, no later than 5:00 p.m. on the first business day
after the weekend or holiday. If Durwood revokes this
Agreement, it shall not be effective or enforceable and
Durwood will not receive the benefits described above. The
benefits described in paragraph 2(a) above shall not be paid
before the eighth day after Durwood signs this Agreement.
20 Construction. It is agreed and understood that the general
rule that ambiguities are to be construed against the drafter
shall not apply to this Agreement. In the event any language
or provision of this Agreement is found to be ambiguous, each
party shall have an opportunity to present evidence as to the
actual intent of the parties with respect to any such
ambiguous language, consistent with the parole evidence rule.
21 Severability. The provisions of this Agreement are severable,
and if any part of it is found to be unenforceable, the other
paragraphs shall remain fully valid and enforceable. This
Agreement shall survive the termination of any arrangements
contained herein.
PLEASE READ CAREFULLY. THIS Agreement INCLUDES A RELEASE OF ALL
KNOWN AND UNKNOWN CLAIMS.
/s/ Ed
Durwood
Edward D. Durwood
AMERICAN MULTI-CINEMA, INC.
/s/ /S.H. Durwood
<PAGE>
EXHIBIT 10.2.
AGREEMENT AND GENERAL RELEASE
THIS AGREEMENT AND GENERAL RELEASE (hereinafter "Agreement") is
made and entered into by and between DONALD P. HARRIS (hereinafter
"Harris") and AMERICAN MULTI-CINEMA, INC., its predecessor and successor
entities, affiliated and related entities, including, without limitation,
AMC ENTERTAINMENT, INC., AMC FILM MARKETING, INC., and "AMC THEATRES," as
well as their respective agents, trustees, directors, officers, employees
and representatives (hereinafter collectively referred to as "AMC").
RECITALS
A. WHEREAS, Harris will voluntarily resign his employment with
AMC Film Marketing, Inc. effective October 1, 1995; and
B. WHEREAS, Harris executed and entered into that certain
Promissory Note Secured by Deed of Trust dated as of January 16, 1992
(hereinafter the "Promissory Note"), pursuant to which American
Multi-Cinema, Inc. loaned Harris and his spouse, Susan H. Harris, the sum
of $200,000.00 and Harris and Susan Harris agreed to repay the principal
sum of $200,000.00, together with interest under the terms set forth
therein; and
C. WHEREAS, AMC wishes to resolve any and all differences Harris
may have as against AMC, if any, including but not limited to differences
that could or might arise out of Harris' employment with AMC and/or the
cessation thereof.
NOW, THEREFORE, in consideration of the premises and mutual
promises herein contained, it is agreed as follows:
AGREEMENTS
1. Resignation of Employment. Harris, by signing this Agreement,
voluntarily resigns his employment with AMC Film Marketing, Inc. effective
October 1, 1995.
2. Benefits. AMC agrees to pay to Harris:
(a) one lump sum of $467,850.00, representing severance
equivalent to 24 months' salary, less:
(i) deductions required to be withheld by law for
applicable taxes; and
(ii) $110,249.11, representing the outstanding loan
balance pursuant to the Promissory Note [$109,559.45 as of August 31,
1995].
(b) $26,523.29, representing payment for accrued vacation
[$24,446.29 or 23.54 days as of August 24, 1995].
3. Representations and Warranties. Harris agrees that: (1)
payment of the sum described in paragraph 2(a) is not required by AMC's
policies and procedures; (2) he is due no further compensation, benefits or
vacation pay by AMC; and he will not accrue any benefits after October 1,
1995.
4. Confidentiality of Existence and Terms of Agreement. Harris
represents and agrees that he will keep the existence and all of the terms
of this Agreement strictly confidential, and that he will not disclose any
information concerning this Agreement or its existence or terms to anyone,
including but not limited to any past, present and future employees of AMC,
without first obtaining the express written consent of AMC.
Without breaching this confidentiality provision, Harris may
provide information with respect to the amount of settlement to his spouse,
his attorney and his professional tax preparer in connection with the
preparation of his tax return, provided that such persons agree not to
disclose such matters to any other persons or entities. Harris and AMC
also understand and acknowledge that either of them may be required by law
to disclose information concerning this Agreement or its existence or
terms. If any third party subpoenas this Agreement or seeks a copy of this
Agreement through any legal procedure, Harris shall notify in writing R. F.
Beagle, General Counsel for AMC, at the address in paragraph 17 herein,
within three days of the receipt of such subpoena or other court order.
5. Return of AMC Materials and Property. Harris understands and
agrees that on or before October 1, 1995, he will immediately turn over to
AMC all originals and all copies of all lists, files, memoranda, records,
reports, credit cards, policies, handbooks, physical or personal property,
and other documents or information, whether tangible, on computer or
otherwise, which Harris received from AMC which is the property of AMC or
which Harris prepared, copied or caused to be prepared or copied, or
otherwise received in connection with his employment with AMC.
6. Confidential Business Information. Harris acknowledges that
he knows and in the future will know information relating to AMC and its
affiliated and related entities and their respective operations that is
confidential and/or a trade secret. Such information includes information,
whether obtained in writing, in conversation, or otherwise, concerning
corporate strategy, intent and plans, business operations, financing,
pricing, costs, budgets, equipment, potential locations of new screens, the
status, scope and terms of pending negotiations, transactions, the terms of
existing or proposed leases, contracts and obligations, and corporate and
financial reports. Such confidential and/or trade secret information does
not, however, include information in the public domain unless Harris has,
without authority, made it public. Harris agrees: (a) not to disclose
such information to anyone; (b) to keep such information confidential; (c)
to take appropriate precautions to maintain the confidentiality of such
information; and (d) not to use such information for personal benefit or
the benefit of any competitor of AMC or any other person.
7. Non-Interference with Employment Relationships Between AMC
and its Employees. Harris agrees that for a period of two years from the
termination of Harris' employment, he will not (a) solicit, entice, or
otherwise induce any employee of AMC to leave the employ of AMC for any
reason whatsoever; (b) directly or indirectly aid, assist or abet any
other person or entity in soliciting, enticing or inducing any employee of
AMC to leave their employ or in hiring any employee of AMC; or (c)
interfere with any contractual or other business relationship or expectancy
between AMC and its employees.
8. .Complete Release. As a material inducement to AMC to enter
into this Agreement, Harris, for himself and for each of his heirs,
executors, administrators and assigns, hereby irrevocably and
unconditionally releases, acquits and forever discharges AMC Film
Marketing, Inc. and each of AMC Film Marketing Inc.'s parent companies;
divisions; subsidiaries; related companies; affiliates; partnerships; as
well as their respective owners, stockholders, agents, directors, officers,
partners, employees, representatives and attorneys; and all persons acting
by, through, under or in concert with any of them (collectively
"Releasees"), or any of them, from any and all charges, complaints, claims,
liabilities, obligations, promises, agreements, controversies, damages,
actions, causes of action, suits, rights, demands, costs, losses, debts and
expenses (including attorneys' fees and costs actually incurred) of any
nature whatsoever, known or unknown, suspected or unsuspected, including,
but not limited to, rights arising out of alleged violations of any
contracts, express or implied, any covenant of good faith and fair dealing,
express or implied, or any tort, or any legal restrictions on Releasees'
rights to terminate employees, or any federal, state or other governmental
statute, regulation, or ordinance, including, without limitation: Title
VII of Civil Rights Act of 1964 (race, color, religion, sex and national
origin discrimination); 42 U.S.C. 1981 (discrimination); the Age
Discrimination in Employment Act of 1967 (age discrimination); 29 U.S.C.
209(d)(1) (equal pay); the California Fair Employment and Housing Act
(discrimination, including race, color, national origin, ancestry,
disability, medical condition, marital status, sex or age); the Americans
with Disabilities Act (disabilities); the Employment Retirement Income
Security Act of 1974, 29 U.S.C. 1001 et seq.; California Labor Code
Section 1101 et seq.; and any other common law or statutory claim;
("Claim" or "Claims") which Harris has or claims to have against each or
any of the Releases.
AMC hereby irrevocably and unconditionally releases, acquits and
forever discharges Harris from any and all charges, complaints, claims,
liabilities, obligations, promises, agreements, controversies, damages,
actions, causes of action, suits, rights, demands, costs, losses, debts and
expenses (including attorneys' fees and costs actually incurred) of any
nature whatsoever, known or unknown, suspected or unsuspected, including,
but not limited to, rights arising out of alleged violations of any
contracts, express or implied, any covenant of good faith and fair dealing,
express or implied, or any tort, or any federal, state or other
governmental statute, regulation, or ordinance.
9. Knowing and Voluntary Waiver. Harris expressly waives and
relinquishes all rights and benefits afforded by Section 1542 of the Civil
Code of the State of California, and does so understanding and
acknowledging the significance of such specific waiver of Section 1542.
Section 1542 of the Civil Code of the State of California states as
follows:
"A general release does not extend to claims
which the creditor does not know or suspect to
exist in his favor at the time of executing the
release, which if known by him must have
materially affected his settlement with the
debtor."
Thus, notwithstanding the provisions of Section 1542, and for the purpose
of implementing a full and complete release and discharge of the Releases,
Harris expressly acknowledges that this Agreement is intended to include in
its effect, without limitation, all claims which Harris does not know or
suspect to exist in his favor at the time of execution hereof, and that
this Agreement contemplates the extinguishment of any such claim or claims.
10. Indemnification. As a further material inducement to AMC to
enter into this Agreement, Harris hereby agrees to indemnify and hold each
and all of the Releases harmless from and against any and all loss, costs,
damages, or expenses, including, without limitation, attorneys' fees
incurred by Releases, or any of them, arising out of any breach of this
Agreement by Harris or the fact that any representation made herein by
Harris was false when made.
11. Arbitration. This Agreement is made and entered into in the
State of California, and shall in all respects be interpreted, enforced and
governed by and under the laws of the State of California. Any dispute
regarding any aspect of this Agreement or any act which allegedly has or
would violate any provision of this Agreement ("arbitrable dispute") will
be submitted to arbitration in California before an experienced employment
arbitrator licensed to practice law in California and selected in
accordance with the rules of the Judicial Arbitration and Mediation Service
("JAMS"), as the exclusive remedy for such claim or dispute. The
arbitrator shall also have the authority to issue injunctive relief.
12. Attorneys' Fees. The prevailing party in any dispute brought
to enforce, interpret or apply any of the provisions of this Agreement or
in any action for breach of this Agreement shall be entitled to their
attorneys' fees and costs.
13. No Representations. Harris represents and acknowledges that
in executing this Agreement, he does not rely and has not relied upon any
representation or statement not set forth herein made by any of the
Releases or by any of the Releasees' agents, representatives, or attorneys
with regard to the subject matter, basis or effect of this Agreement or
otherwise.
14. Sole and Entire Agreement. This Agreement sets forth the
entire agreement between the parties hereto, and fully supersedes any and
all prior agreements or understandings between the parties hereto
pertaining to the subject matter hereof.
15. Consultation with Counsel. Harris understands and
acknowledges that he has had the opportunity to consult attorneys of his
own choosing prior the execution of this Agreement, that he has carefully
read and fully understands all of the provisions of this Agreement, and
that he is freely, knowingly and voluntarily entering into this Agreement.
16. Period for Review and Consideration of Agreement. Harris
understands that he has been given a period of 21 days to review and
consider this Agreement before signing it. Harris further understands that
he may use as much of this 21-day period as he wishes prior to signing.
17. Harris' Right to Revoke Agreement. Harris may revoke this
Agreement within seven days of signing it by delivering a written notice
of revocation to R. F. Beagle, Gage & Tucker, L.C., 2345 Grand Blvd.,
Kansas City, Missouri 64108, no later than 5:00 p.m. on the seventh day
after he signs this Agreement, and if that day should fall on a weekend or
a legal holiday, no later than 5:00 p.m. on the first business day after
the weekend or holiday. If Harris revokes this Agreement, it shall not be
effective or enforceable and Harris will not receive the benefits described
above. The benefits described in paragraph 2(a) above shall not be paid
before the eighth day after Harris signs this Agreement.
18. Construction. It is agreed and understood that the general
rule that ambiguities are to be construed against the drafter shall not
apply to this Agreement. In the event any language or provision of this
Agreement is found to be ambiguous, each party shall have an opportunity to
present evidence as to the actual intent of the parties with respect to any
such ambiguous language, consistent with the parole evidence rule.
19. Severability. The provisions of this Agreement are
severable, and if any part of it is found to be unenforceable, the other
paragraphs shall remain fully valid and enforceable. This Agreement shall
survive the termination of any arrangements contained herein.
PLEASE READ CAREFULLY. THIS AGREEMENT INCLUDES A RELEASE OF ALL
KNOWN AND UNKNOWN CLAIMS.
/s/ Donald P. Harris
Donald P. Harris
AMERICAN MULTI-CINEMA, INC.
/s/Ed Durwood
<PAGE>
EXHIBIT 11.
AMC ENTERTAINMENT INC . AND SUBSIDIARIES
STATEMENTS REGARDING COMPUTATION OF PER SHARE EARNINGS
(in thousands, except per share amounts)
Twenty-six
Weeks Ended
9/28/95 9/29/94
PRIMARY EARNINGS PER SHARE:
Net earnings $ 15,032 $ 8,995
Preferred dividends (3,500) (3,500)
Net earnings for common shares $ 11,532 $ 5,495
Average shares for primary earnings per share:
Weighted average number of shares outstanding 16,500 16,451
Stock options whose effect is dilutive 242 86
Total shares outstanding 16,742 16,537
Primary earnings per share $0.69 $0.33
FULLY DILUTED EARNINGS PER SHARE:
Net earnings $ 15,032 $ 8,995
Preferred dividends N/A (3,500)
Net earnings for common shares $ 15,032 $ 5,495
Average shares for fully diluted earnings per share:
Weighted average number of shares outstanding 16,500 16,451
Stock options whose effect is dilutive 335 86
Shares issuable upon conversion of preferred stock 6,896 N/A
Total shares outstanding 23,731 16,537
Fully diluted earnings per share $ 0.63(1) $ 0.33(2)
(1)Shares from conversion of preferred stock are included in the fully diluted
earnings per share calculation because they are dilutive.
(2)Shares from conversion of preferred stock are excluded from the fully
diluted earnings per share calculation because they are anti-dilutive.
<PAGE>
EXHIBIT 27 - FINANCIAL DATA SCHEDULE
Filed with EDGAR
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
the Consolidated Financial Statements of AMC Entertainment Inc. as
of and for the twenty-six weeks ended September 28, 1995, submitted
in response to the requirements to Form 10-Q and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-28-1996
<PERIOD-END> SEP-28-1995
<CASH> 26,399
<SECURITIES> 109,192
<RECEIVABLES> 13,399
<ALLOWANCES> 1,569
<INVENTORY> 0
<CURRENT-ASSETS> 159,768
<PP&E> 533,765
<DEPRECIATION> 234,201
<TOTAL-ASSETS> 539,865
<CURRENT-LIABILITIES> 73,076
<BONDS> 260,741
<COMMON> 11,031
0
2,667
<OTHER-SE> 156,100
<TOTAL-LIABILITY-AND-EQUITY> 539,865
<SALES> 102,839
<TOTAL-REVENUES> 338,876
<CGS> 16,835
<TOTAL-COSTS> 256,884
<OTHER-EXPENSES> 20,443
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 16,627
<INCOME-PRETAX> 25,532
<INCOME-TAX> 10,500
<INCOME-CONTINUING> 15,032
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 15,032
<EPS-PRIMARY> .69
<EPS-DILUTED> .63
</TABLE>
