SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AMC Entertainment Inc.
(Name of Issuer)
Common Stock, par value $.66-2/3 per share
(Title of class of securities)
001669 10 0
(CUSIP number)
Robert J. Minkus
Schiff Hardin & Waite
7200 Sears Tower
Chicago, Illinois 60606
(312) 876-1000
Robert C. Kopple
Kopple & Klinger
2029 Century Park East, Suite 1040
Los Angeles, California 90067
(310) 553-1444
(Name, address and telephone number of persons
authorized to receive notices and communications)
May 3, 1996
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the
statement [x].
(continued on following pages)
(Page 1 of 37 Pages)<PAGE>
13D CUSIP No. 001669 10 0 Page 2 of 37 Pages
1 Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
American Associated Enterprises (43-1253246)
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Missouri
7 Sole Voting Power
0
Number of
Shares 8 Shared Voting Power
Beneficially 0
Owned by each
Reporting 9 Sole Dispositive Power
Person with 0
10 Shared Dispositive Power
13,798,951
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
13,798,951
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row (11)
83%
14 Type of Reporting Person
PN<PAGE>
13D CUSIP No. 001669 10 0 Page 3 of 37 Pages
1 Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Brian H. Durwood (###-##-####)
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
U.S.A.
7 Sole Voting Power
0
Number of
Shares 8 Shared Voting Power
Beneficially 0
Owned by each
Reporting 9 Sole Dispositive Power
Person with 0
10 Shared Dispositive Power
13,798,951
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
13,798,951
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row (11)
83%
14 Type of Reporting Person
IN<PAGE>
13D CUSIP No. 001669 10 0 Page 4 of 37 Pages
1 Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Edward D. Durwood (###-##-####)
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
U.S.A.
7 Sole Voting Power
0
Number of
Shares 8 Shared Voting Power
Beneficially 0
Owned by each
Reporting 9 Sole Dispositive Power
Person with 0
10 Shared Dispositive Power
13,798,951
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
13,798,951
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row (11)
83%
14 Type of Reporting Person
IN<PAGE>
13D CUSIP No. 001669 10 0 Page 5 of 37 Pages
1 Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Peter J. Durwood (###-##-####)
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
U.S.A.
7 Sole Voting Power
0
Number of
Shares 8 Shared Voting Power
Beneficially 0
Owned by each
Reporting 9 Sole Dispositive Power
Person with 0
10 Shared Dispositive Power
13,798,951
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
13,798,951
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row (11)
83%
14 Type of Reporting Person
IN<PAGE>
13D CUSIP No. 001669 10 0 Page 6 of 37 Pages
1 Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Thomas A. Durwood (###-##-####)
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
U.S.A.
7 Sole Voting Power
0
Number of
Shares 8 Shared Voting Power
Beneficially 0
Owned by each
Reporting 9 Sole Dispositive Power
Person with 0
10 Shared Dispositive Power
13,798,951
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
13,798,951
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row (11)
83%
14 Type of Reporting Person
IN<PAGE>
13D CUSIP No. 001669 10 0 Page 7 of 37 Pages
1 Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Elissa D. Grodin (###-##-####)
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
U.S.A.
7 Sole Voting Power
0
Number of
Shares 8 Shared Voting Power
Beneficially 0
Owned by each
Reporting 9 Sole Dispositive Power
Person with 0
10 Shared Dispositive Power
13,798,951
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
13,798,951
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row (11)
83%
14 Type of Reporting Person
IN<PAGE>
13D CUSIP No. 001669 10 0 Page 8 of 37 Pages
1 Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Carol D. Journagan (###-##-####)
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
U.S.A.
7 Sole Voting Power
0
Number of
Shares 8 Shared Voting Power
Beneficially 0
Owned by each
Reporting 9 Sole Dispositive Power
Person with 0
10 Shared Dispositive Power
13,798,951
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
13,798,951
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row (11)
83%
14 Type of Reporting Person
IN<PAGE>
SCHEDULE 13D
This Schedule 13D is filed by American Associated
Enterprises, a Missouri limited partnership ("AAE"), and Brian H.
Durwood, Edward D. Durwood, Peter J. Durwood, Thomas A. Durwood,
Elissa D. Grodin and Carol D. Journagan, the six general partners
of AAE (collectively, the "Durwood Children"), pursuant to Rule
13d-1(f) under the Securities Exchange Act of 1934.
Item 1. Security and Issuer.
This Schedule 13D relates to the common stock, par value
$.66-2/3 per share (the "Common Stock"), of AMC Entertainment
Inc., a Delaware corporation ("AMCE"). The address of AMCE's
principal executive offices is 106 West 14th Street, Kansas City,
Missouri 64105.
Item 2. Identity and Background.
(a)-(d), (g) This Statement is being filed by AAE and each
of the Durwood Children.
AAE is a Missouri limited partnership whose principal
business is owning stock of Durwood, Inc. ("DI"), a holding
company for Common Stock. AAE's principal business and principal
office are located at 106 West 14th Street, Kansas City, Missouri
64141. The general partners of AAE are the six Durwood Children.
The names, residence or business addresses and present
principal occupation or employment (and the name, principal
business and address of any corporation or other organization in
which such employment is conducted) of each of the Durwood
Children are set forth below. Each of the Durwood Children is a
United States citizen.
Present Principal Occupation
Name and Address or Employment
- ------------------------ --------------------------------
Brian H. Durwood Director of Business Development
655 N.W. Altishan Place Maxtek Components Corp.
Beaverton, OR 97006 13335 S.W. Terman Road
P.O. Box 428
Beaverton, OR 97075-0428
Edward D. Durwood Private investor
3001 West 68th Street
Shawnee Mission, KS 66208
9<PAGE>
Present Principal Occupation
Name and Address or Employment
- ------------------------ ---------------------------------
Peter J. Durwood Sound designer
666 West End Avenue Children's Television Workshop
New York, NY 10025 1 Lincoln Plaza
New York, NY 10023
Thomas A. Durwood President
P.O. Box 7208 First-Run Marketing Associates, LLC
Rancho Santa Fe, CA 92067 12526 High Bluff Drive, Suite 290
San Diego, CA 92130
Elissa D. Grodin Homemaker
187 Chestnut Hill Road
Wilton, CT 06897
Carol D. Journagan Homemaker
1323 Granite Creek Drive
Blue Springs, MO 64015
(e)-(f) During the last five years, neither AAE nor any of
the Durwood Children (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors)
or (ii) was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
As further discussed under Items 4 and 5, this Schedule is
being filed because of the execution of a Durwood Family
Settlement Agreement, as a result of which AAE and the Durwood
Children may be deemed (i) to share dispositive power with
respect to the shares of Common Stock held by DI and/or (ii) to
be part of a group having dispositive power with respect to such
shares. Neither AAE nor any of the Durwood Children has
purchased or otherwise acquired any shares of Common Stock (other
than through DI), and, to the best of their knowledge, DI has not
made any purchase or other acquisition of Common Stock that has
not previously been reported pursuant to Regulation 13D-G under
the Securities Exchange Act of 1934.
AAE acquired its interest in DI in 1983, when the Durwood
Children transferred all of their shares of DI stock to AAE in
exchange for general partnership interests, and Stanley H.
Durwood transferred a portion of his shares of DI stock to AAE in
exchange for a preferred limited partnership interest. Prior to
10<PAGE>
such transfers, the Durwood Children had acquired their shares of
DI stock as gifts from Stanley H. Durwood.
Item 4. Purpose of Transaction.
(a)-(b) On May 3, 1996, the Durwood Children entered into a
Durwood Family Settlement Agreement, dated as of January 22, 1996
(the "Family Agreement"), with Stanley H. Durwood, who is their
father, the sole limited partner of AAE and the controlling
shareholder of DI (collectively with the Durwood Children, the
"Durwood Family Members"), to eliminate AAE and DI (so that the
Durwood Family Members could hold their interests in AMCE
directly in the form of a marketable security) and to resolve
disputes among them regarding AAE. The Family Agreement provides
that the Durwood Family Members will (i) seek to negotiate an
agreement providing for the merger of DI with and into AMCE (the
"Merger"), pursuant to which the outstanding DI stock would be
exchanged for the number of shares of Common Stock and shares of
Class B Stock, par value $.66-2/3 per share, of AMCE ("AMCE Class
B Stock") owned by DI immediately prior to the Merger and (ii),
if all conditions to the Merger are satisfied, dissolve AAE and
distribute the DI stock held by AAE to the Durwood Family
Members. As a result of these transactions, DI's conversion of
6,141,343 of its shares of AMCE Class B Stock into Common Stock
immediately prior to the Merger and consummation of the Merger
itself, AAE and DI would cease to exist, Stanley H. Durwood would
receive 5,015,657 shares of AMCE Class B Stock, and each of the
Durwood Children would receive approximately 1,461,204 shares of
Common Stock.
The Family Agreement further provides that, subject to
consummation of the Merger, not less than six nor more than 12
months after the Merger, the Durwood Family Members or their
charitable donees will sell a minimum of 3,000,000 shares of
Common Stock in an underwritten public offering (the "Secondary
Offering"). Of the shares sold in the Secondary Offering,
500,000 shares of Common Stock will be sold by Stanley H. Durwood
or his charitable donees, who will obtain such shares by
converting shares of AMCE Class B Stock, and the balance will be
sold by the Durwood Children or their charitable donees. The
Durwood Children may agree among themselves as to the number of
shares that each will sell in the Secondary Offering, provided
that if they are unable to agree, each will sell approximately
416,667 shares.
Pursuant to the Family Agreement, AMCE (which is not a party
to the Family Agreement) and the Durwood Family Members will
participate equally in selecting an underwriter and in
determining all material terms of the Secondary Offering. If the
price per share to the public in the Secondary Offering is less
than $18, Stanley H. Durwood will pay to the Durwood Children the
difference between such sale price and $18 (net of applicable
underwriting commissions) for each of the shares of Common Stock
11<PAGE>
sold by them in the Secondary Offering up to 2,500,000 shares, up
to a maximum aggregate payment of $20 million. Stanley H.
Durwood will pay such amount in shares of Common Stock valued at
the Secondary Offering price.
Except as contemplated by the Family Agreement, neither AAE
nor any of the Durwood Children has any plans or proposals which
relate to or would result in the acquisition by any person of
additional securities of AMCE, or the disposition of securities
of AMCE or an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving AMCE or any of
its subsidiaries.
(c)-(j) None.
Item 5. Interest in Securities of the Issuer.
(a)-(b) Neither AAE nor any of the Durwood Children
beneficially owns any shares of Common Stock other than through
AAE's interest in DI, which AAE has held since 1983, as discussed
in Item 3 above. To the best knowledge of AAE and the Durwood
Children, DI owns of record and beneficially 2,641,951 shares of
Common Stock, which constitute approximately 48% of the
outstanding shares of Common Stock, and 11,157,000 shares of AMCE
Class B Stock, which constitute 100% of the outstanding shares of
that class. Each share of AMCE Class B Stock is convertible at
any time at the option of the holder into one share of Common
Stock. If all the shares of AMCE Class B Stock held by DI were
converted into Common Stock, there would be outstanding
approximately 16,670,885 shares of Common Stock, of which
13,798,951 shares, or approximately 83%, would be owned of record
by DI.
AAE owns DI stock representing approximately 25% of the
voting power of DI. The balance of the stock of DI, constituting
control of DI, is held in trusts for the benefit of Stanley H.
Durwood, who has the sole power to vote such shares.
Consequently, neither AAE nor any of the Durwood Children has any
voting power with respect to the Common Stock beneficially owned
by DI. However, as a result of execution of the Family
Agreement, which, subject to certain conditions, provides for the
disposition of the shares of Common Stock held by DI, the Durwood
Children and AAE may be deemed (i) to share dispositive power
with respect to such shares and/or (ii) to be part of a group
having dispositive power with respect to such shares.
Accordingly, each of the Durwood Children and AAE may be deemed
to own beneficially 13,798,951 shares of Common Stock, or
approximately 84% of the outstanding shares of such class
assuming conversion of all shares of AMCE Class B Stock.
12<PAGE>
(c) None
(d) DI, the record holder of the shares of Common Stock
identified on this Schedule, and Stanley H. Durwood, the
controlling shareholder of DI, have the right to receive or the
power to direct the receipt of dividends from, or the proceeds
from the sale of, such securities.
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
The discussion of the Family Agreement appearing under Item
4 above is incorporated herein by reference. In addition, the
Family Agreement is filed as an exhibit hereto and is
incorporated by reference.
Item 7. Material to be Filed as Exhibits.
99.1 Durwood Family Settlement Agreement, dated as of
January 22, 1996, among Stanley H. Durwood,
individually, as Trustee of the 1992 Durwood, Inc.
Voting Trust dated December 12, 1992, as amended, and
as Trustee of the Stanley H. Durwood Trust Agreement
dated August 14, 1989, as amended, Carol D. Journagan,
Edward D. Durwood, Thomas A. Durwood, Elissa D. Grodin,
Brian H. Durwood and Peter J. Durwood.
99.2 Joint Filing Agreement dated May 13, 1996 among
American Associated Enterprises, Brian H. Durwood,
Edward D. Durwood, Peter J. Durwood, Thomas A. Durwood,
Elissa D. Grodin and Carol D. Journagan.
13<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
AMERICAN ASSOCIATED
ENTERPRISES
May 13, 1996 By: /s/ Edward D. Durwood
Edward D. Durwood,
Managing General Partner
14<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
May 13, 1996 /s/ Brian H. Durwood
Brian H. Durwood
15<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
May 13, 1996 /s/ Edward D. Durwood
Edward D. Durwood
16<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
May 13, 1996 /s/ Peter J. Durwood
Peter J. Durwood
17<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
May 13, 1996 /s/ Thomas A. Durwood
Thomas A. Durwood
18<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
May 13, 1996 /s/ Elissa D. Grodin
Elissa D. Grodin
19<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
May 13, 1996 /s/ Carol D. Journagan
Carol D. Journagan
20<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page No.
99.1 Durwood Family Settlement Agreement, 21
dated as of January 22, 1996, among
Stanley H. Durwood, individually, as
Trustee of the 1992 Durwood, Inc. Voting
Trust dated December 12, 1992, as
amended, and as Trustee of the Stanley
H. Durwood Trust Agreement dated August
14, 1989, as amended, Carol D.
Journagan, Edward D. Durwood, Thomas A.
Durwood, Elissa D. Grodin, Brian H.
Durwood and Peter J. Durwood.
99.2 Joint Filing Agreement dated May 13, 37
1996 among American Associated
Enterprises, Brian H. Durwood, Edward D.
Durwood, Peter J. Durwood, Thomas A.
Durwood, Elissa D. Grodin and Carol D.
Journagan.
Exhibit 99.1
DURWOOD FAMILY SETTLEMENT AGREEMENT
This Durwood Family Settlement Agreement (the "Agreement")
is entered into as of January 22, 1996 by and among STANLEY H.
DURWOOD, individually, as Trustee of the 1992 Durwood, Inc.
Voting Trust dated December 12, 1992, as amended, and as Trustee
of the Stanley H. Durwood Trust Agreement dated August 14, 1989,
as amended (referred to in this Agreement, regardless of
capacity, as "SHD"); and CAROL D. JOURNAGAN, EDWARD D. DURWOOD,
THOMAS A. DURWOOD, ELISSA D. GRODIN, BRIAN H. DURWOOD, and PETER
J. DURWOOD (collectively, the "Durwood Children"). SHD and the
Durwood Children are referred to in this Agreement collectively
as the "Partners" and individually as a "Partner."
WITNESSETH:
WHEREAS, the Partners include all of the partners of
American Associated Enterprises, a Missouri limited partnership
("AAE"); and
WHEREAS, Durwood, Inc., a Missouri corporation ("DI"), has
issued and outstanding 120,000 shares of Class A Common Stock,
$1.00 par value ("DI Class A"), and 40,784 shares of Class B
Common Stock, $1.00 par value ("DI Class B"); and
WHEREAS, the Partners, through AAE and otherwise,
beneficially own 119,500 DI Class A shares and 40,784 DI Class B
shares; and
WHEREAS, DI is the majority stockholder of AMC Entertainment
Inc., a Delaware corporation ("AMCE"), as DI owns 2,641,951
shares, or 49%, of the outstanding Common Stock, par value 66 2/3
cents per share, of AMCE ("AMCE Common Stock") and 11,157,000
shares, or 100%, of the outstanding Class B Stock, par value 66
2/3 cents per share, of AMCE ("AMCE Class B Stock"); and
WHEREAS, the Durwood Children have expressed a strong
interest in converting the assets of AAE (consisting principally
of DI Class B shares) into more liquid assets and terminating the
partnership relationship; and
WHEREAS, a dispute has arisen among the Partners as to the
allocation of appreciation in the shares of DI Class B stock; and
WHEREAS, the Durwood Children have proposed that the
existence of DI be terminated in order to resolve the dispute
respecting AAE, and accordingly, subject to the approval of the
22<PAGE>
AMCE stockholders and certain other conditions, AMCE and DI are
contemplating a tax-free reorganization pursuant to Section
368(a)(1)(A) of the Internal Revenue Code, whereby DI would merge
into and with AMCE (the "Merger"); and
WHEREAS, the Partners desire to have the Merger consummated
and, prior to the consummation of the Merger, the Partners must
take certain actions relating to AAE and its assets and to DI and
its assets; and
WHEREAS, following the Merger, the Partners intend to
participate in a registered offering to sell to the public at
least 3,000,000 shares of AMCE Common Stock (the "Secondary
Offering"); and
WHEREAS, after extended negotiations and in order to avoid
threatened litigation, the Partners have reached an agreement
respecting the number of DI Class B shares to be distributed to
the Partners in connection with the termination and liquidation
of AAE and the other matters set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and for
other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. TERMINATION OF AAE. Immediately following the
satisfaction or waiver of all conditions of each of DI and AMCE
to consummate the Merger set forth in the Merger Agreement (as
defined below), the Partners shall take all actions necessary and
appropriate to terminate and liquidate AAE. Such actions shall
be effective immediately prior to the Effective Time (as defined
below) and shall include but not be limited to (a) Stanley H.
Durwood shall execute and deliver to the Managing Partner of AAE
a notice terminating AAE, a copy of which is attached hereto as
EXHIBIT A, and (b) the Managing Partner of AAE shall then
distribute the assets of AAE to the Partners as follows:
Number of DI
Partner Class B Shares
------- --------------
Stanley H. Durwood 4,818.4664
Carol D. Journagan 5,994.2556
Edward D. Durwood 5,994.2556
Thomas A. Durwood 5,994.2556
Elissa D. Grodin 5,994.2556
Brian H. Durwood 5,994.2556
Peter J. Durwood 5,994.2556
Any cash remaining in AAE shall be distributed equally among the
Durwood Children.
23<PAGE>
2. APPROVAL OF MERGER. The Partners shall participate
equally in the negotiations of the terms and provisions of the
Merger, which will be set forth in a definitive Agreement and
Plan of Merger between AMCE and DI (the "Merger Agreement").
Each Partner agrees to approve the Merger Agreement, provided
that such Merger Agreement as approved by the Board of Directors
of AMCE does not materially conflict with this Agreement. SHD
shall use his best efforts to obtain the consent of Harvard
College with respect to the approval of the Merger and the Merger
Agreement. Contemporaneously with the distribution of DI Class B
shares to the Partners as a result of the liquidation of AAE,
each Partner, as a shareholder of DI, shall execute and deliver
to the Secretary of DI a counterpart of a statement of unanimous
consent to action taken by the shareholders of DI, a copy of
which is attached hereto as Exhibit B. The parties anticipate
that the Merger shall become effective immediately upon the
latest to occur of the filing of the Merger Agreement, or a
certificate or articles of merger in lieu thereof, with the
Secretaries of State of each of Delaware and Missouri in
accordance with applicable law. The time of such effectiveness is
referred to in this Agreement as the "Effective Time."
Notwithstanding the foregoing, without the approval of each
Partner, DI shall not take, or omit to take, any action which
shall constitute a waiver of any condition of the Merger
Agreement or a failure to enforce the terms of the Merger
Agreement or to perform the obligations of DI under the Merger
Agreement.
3. DISPOSITION OF DI ASSETS. The parties shall cause DI
to accomplish the following actions, and DI shall take no other
actions except those in the ordinary course of business, prior to
the Effective Time:
(a) All of the actions set forth in the "DI Pre-Merger
Action Plan," as attached to correspondence dated September 22,
1995 to the attorneys representing certain members of the Durwood
family, or such variation of such actions as shall be agreed upon
in writing by the Partners, shall be effected. The Partners
agree that all life insurance policies on the life of SHD, the
Executive Hills note and the Greg Rutkowski note held by DI will
be transferred to AMCE in the Merger. In addition, DI shall also
retain an amount of cash necessary to pay its own costs and
expenses and all costs and expenses allocated to DI with respect
to the transactions contemplated in this Agreement. In the event
of any inconsistency between this Agreement (or any subsequent
written agreement among the Partners as described in this
Paragraph 3) and the DI Pre-Merger Action Plan, the terms and
provisions of this Agreement (or such subsequent written
agreement) shall supersede those in the DI Pre-Merger Action
Plan.
(b) After the liquidation of AAE but prior to the
Effective Time, all of the issued and outstanding capital stock
24<PAGE>
of Delta Properties, Inc., a subsidiary of DI ("Delta"), shall be
distributed to the shareholders of DI in the ratio that the
number of shares of AMCE stock to be received in the Merger by
such DI shareholder bears to the aggregate number of shares of
AMCE stock to be received in the Merger by all DI shareholders.
(c) Each Partner recognizes that the assets of DI and
Delta are subject to the provisions of paragraph 9 of this
Agreement.
4. CONVERSION OF AMCE CLASS B STOCK. Each Partner agrees
to approve the conversion of 6,141,343 shares of AMCE Class B
Stock owned by DI into shares of AMCE Common Stock. Such
conversion shall occur immediately following the distribution of
DI Class B shares to the Partners as a result of the termination
and liquidation of AAE. The approval of such conversion by the
DI shareholders shall be included in the statement of unanimous
consent described in paragraph 2 above. As a result of such
conversion, DI's ownership of AMCE stock will be as set forth
below:
Class of AMCE Stock Number of Shares Owned by DI
- ----------------------- Before Conversion After Conversion
----------------- ----------------
Common Stock 2,641,951 8,783,294
Class B Stock 11,157,000 5,015,657
5. VOTING AGREEMENT. For a period of 36 months following
the Effective Time, each of the Durwood Children shall vote his
or her respective shares of AMCE Common Stock for each candidate
for the Board of Directors of AMCE in the same proportionate
manner as the aggregate votes cast in such elections by all other
holders of AMCE Common Stock. Nothing in this paragraph 5 shall
prohibit any of the Durwood Children from transferring any shares
of AMCE Common Stock (although the Durwood Children acknowledge
that certain reasonable restrictions on transfer may be imposed
in one or more subsequent agreements which may be entered into in
connection with the transactions contemplated in this Agreement),
and the provisions of this paragraph 5 shall not be binding upon
any transferee of such shares of AMCE Common Stock other than a
Family Member of a party or a Controlled Entity of a party (as
defined in this paragraph below). For the purposes of this
Agreement, a "Family Member" of a party includes such party's
spouse, siblings, children or other descendants, or any spouses
of any of them, or a trust for the benefit of any of them or for
the benefit of such party, or a trust created by any of them for
the benefit of a charitable organization, or a partnership
created by or among any of the foregoing, and a "Controlled
Entity" of a party is an entity controlled by such party or a
Family Member of such party.
25<PAGE>
6. SHARE ALLOCATION. In connection with the Merger, the
Partners agree that the shareholders of DI shall receive the
number of shares of AMCE stock set opposite each person's name
below:
Carol D. Journagan 1,461,203.83 shares of AMCE Common Stock
Edward D. Durwood 1,461,203.83 shares of AMCE Common Stock
Thomas A. Durwood 1,461,203.83 shares of AMCE Common Stock
Elissa D. Grodin 1,461,203.83 shares of AMCE Common Stock
Brian H. Durwood 1,461,203.83 shares of AMCE Common Stock
Peter J. Durwood 1,461,203.83 shares of AMCE Common Stock
Harvard College 16,071 shares of AMCE Common Stock
SHD 5,015,657 shares of AMCE Class B Stock
7. SECONDARY OFFERING.
(a) The Partners will offer a minimum of three million
shares of AMCE Common Stock to be distributed in the Secondary
Offering. The Durwood Children agree that of the 8,767,223
shares they will receive in the aggregate in the Merger, at least
2.5 million shares will be offered in the Secondary Offering. SHD
agrees that of the 5,015,657 shares he will receive in the
Merger, 500,000 shares of AMCE Common Stock will be offered in
the Secondary Offering. SHD further agrees that no shares in
excess of such 500,000 shares will be offered in the Secondary
Offering. Subject to paragraphs 7(b) and 7(c) below, all of the
shares to be offered in the Secondary Offering shall be deposited
in escrow with an independent third party as escrow agent
immediately following the Merger. The underwriter's commission
will be borne by each of the Partners in the ratio that the
number of shares sold in the Secondary Offering by such Partner
bears to the total number of shares sold in the Secondary
Offering. The Durwood Children may agree among themselves as to
the number of shares that each will contribute in the Secondary
Offering, provided, that if the Durwood Children are unable to
reach such an agreement, each of them will contribute 416,666.67
shares in the Secondary Offering.
(b) Notwithstanding any provision of paragraph 7(a) to
the contrary, (i) SHD shall have the right to make gifts of
shares of AMCE Common Stock to one or more charitable entities
(including charitable remainder trusts) prior to the Secondary
Offering; (ii) such charitable entities shall have the right, but
not the obligation, to participate in the Secondary Offering with
respect to all or a part of any such shares received from SHD, up
to 500,000 shares in the aggregate; (iii) such charitable
26<PAGE>
entities shall deposit such shares to be so offered in the
Secondary Offering in escrow as described in Paragraph 7(a) and
such shares shall be subtracted from the 500,000 shares that SHD
must offer in the Secondary Offering; (iv) if the number of
shares such charitable entities offer in the Secondary Offering
is less than 500,000 shares in the aggregate, SHD shall offer in
the Secondary Offering that number of shares equal to the
difference between 500,000 and the number of shares in the
aggregate to be offered in the Secondary Offering by such
charitable entities; and (v) any shares so deposited in escrow by
SHD that are not sold in the Secondary Offering shall be returned
to SHD.
(c) Notwithstanding any provision of paragraph 7(a) to
the contrary, (i) the Durwood Children shall have the right to
make gifts of shares of AMCE Common Stock to one or more
charitable entities (including charitable remainder trusts) prior
to the Secondary Offering; (ii) such charitable entities shall
have the right, but not the obligation, to participate in the
Secondary Offering with respect to all or a part of any such
shares received from the Durwood Children, up to 2.5 million
shares in the aggregate; (iii) such charitable entities shall
deposit such shares to be so offered in the Secondary Offering in
escrow as described in Paragraph 7(a) and such shares shall be
subtracted from the 2.5 million shares that the Durwood Children
must offer in the Secondary Offering; (iv) if the number of
shares such charitable entities offer in the Secondary Offering
is less than 2.5 million in the aggregate, the Durwood Children
shall agree among themselves how to satisfy their obligation to
offer at least 2.5 million shares in the aggregate; provided,
that if the Durwood Children are unable to reach such an
agreement, each one of the Durwood Children shall offer in the
Secondary Offering that number of shares equal to the difference
between (A) 416,666 and (B) that number of shares in the
aggregate to be offered in the Secondary Offering by all the
charitable entities to which such child has made gifts; and (v)
any shares so deposited in escrow by the Durwood Children that
are not sold in the Secondary Offering shall be returned to the
Durwood Children.
8. SECONDARY OFFERING PROCEDURAL ISSUES. AMCE and the
Partners shall participate equally in selecting an underwriter
for the Secondary Offering and in determining all material terms
of the Secondary Offering. If the price per share to the public
in the Secondary Offering (the "Secondary Offering Price") is
less than $18.00, SHD will pay the Durwood Children in the
aggregate an amount equal to (i) the difference between $18.00
and the Secondary Offering Price, (ii) multiplied by the number
of shares sold by the Durwood Children in the Secondary Offering
but not to exceed 2.5 million shares, and (iii) minus an amount
equal to the underwriter's commission that otherwise would have
been paid on the product of (i) and (ii) above as if such amount
were part of the sale proceeds in the Secondary Offering, based
27<PAGE>
on the applicable underwriter's commission rate in the Secondary
Offering. Notwithstanding any provision contained in this
Paragraph 8 to the contrary, the aggregate amount which SHD may
be required to pay to the Durwood Children pursuant to this
paragraph 8 shall not exceed $20 million. SHD will pay such
amount to the Durwood Children in shares of AMCE Common Stock
valued at the Secondary Offering Price. Such payment, if any,
shall be deemed to be an adjustment to the original allocation of
shares of AMCE Common Stock that each Partner received in the
Merger. The Secondary Offering will occur on a date no sooner
than six months and no later than 12 months following the Merger,
such date to be determined by AMCE and the Partners. On all
matters to be determined by the Partners concerning the Secondary
Offering, each Partner shall have one vote and the affirmative
vote of a majority of the Partners shall control.
9. TRANSACTION COSTS. The Partners acknowledge that
certain of AMCE's expenses in the Merger and the Secondary
Offering and certain fees may be allocated to DI or to them in
the Merger Agreement and related documents. Such expenses and
fees, together with the expenses of liquidating AAE, DI's Merger
expenses and any penalty imposed on the Partners in such
agreements in the event that the Secondary Offering does not
occur as contemplated in paragraph 7 of this Agreement, but not
including the underwriter's commission in the Secondary Offering
(collectively, the "DI Transaction Costs"), will be paid by SHD
to the extent that (i) excess cash held by DI on the Effective
Time, plus (ii) all assets of Delta on the Effective Time, are
insufficient to pay or provide for the DI Transaction Costs. The
Partners agree to cause Delta to apply all of its assets or their
proceeds, as necessary, to pay the DI Transaction Costs. For the
purposes of this Paragraph 9, the amount of cash held by DI on
the Effective Time will be deemed excess to the extent such
amount is unnecessary in order for AMCE's net worth not to
decrease as a result of the Merger. All fees and expenses of the
transactions contemplated in this Agreement, including but not
limited to the liquidation of AAE, the Merger and the Secondary
Offering, shall be borne by AMCE or DI. SHD will pay those
expenses of DI to the extent that (i) excess cash held by DI on
the Effective Time, plus (ii) all assets of Delta on the
Effective Time, are insufficient to pay or provide for such
expenses. With respect to the fees and expenses of the
transactions contemplated in this Agreement, the Durwood Children
shall bear only their pro rata share of the underwriter's
commission in the Secondary Offering and their own attorneys'
fees.
10. SHD INDEMNITY.
(a) SHD shall indemnify and hold the Durwood Children
harmless from any claims, losses, damages, costs or expenses
(including reasonable attorneys' fees) which they might incur
with respect to the DI Transaction Costs or which result from
28<PAGE>
breaches by DI of its representations, warranties and covenants
in the Merger Agreement. SHD shall also indemnify and hold the
Durwood Children harmless from any liability which they may incur
under Section 16(b) of the Securities Exchange Act of 1934,
solely by reason of their sale of shares of AMCE Common Stock in
the Secondary Offering and their receipt of any additional shares
of AMCE Common Stock from SHD pursuant to Paragraph 8 of this
Agreement. SHD shall also indemnify and hold the Durwood
Children harmless from any liability for federal or state gift
tax, penalty and interest, including any estate tax, penalty and
interest generated by prior gifts (such gift or estate tax
liability, together with penalty and interest, being referred to
in this paragraph 10(a) collectively as "Taxes"), as a result of
the Durwood Children having entered into the transactions
contemplated in this Agreement, provided, that such
indemnification by SHD shall be limited to (i) any such claim for
Taxes made by (A) the Internal Revenue Service during the period
of assessment under Section 6501(a) of the Internal Revenue Code
or (B) any state taxing authority during the period of assessment
under applicable, analogous state law, for the gift tax returns
filed by each of the Durwood Children, respectively, for the 1996
tax year (and, if applicable, the year in which the Merger
occurs) as contemplated in paragraph 10(b) of this Agreement, and
(ii) any obligation for Taxes owed to any taxing authority as a
result of any law or regulation requiring a report to it of an
obligation for Taxes to a different taxing authority with respect
to a claim described in clause (i). Notwithstanding the
immediately preceding sentence, if SHD's death occurs before the
amount in respect of any liability for indemnification pursuant
to this paragraph 10(a) has been finally determined, the maximum
amount which SHD's estate shall be required to pay in respect of
such liability for indemnification pursuant to this Paragraph
10(a) shall be limited to the greater of (x) the value of SHD's
gross estate, as finally determined for federal estate tax
purposes, less the amount allowed as an estate tax charitable
deduction under Section 2055(a) of the Internal Revenue Code, and
less the amount of estate taxes as finally determined, and (y)
$20,000,000. During his life, SHD represents and warrants that
he shall maintain a net worth of not less than $40,000,000 in
order to satisfy his obligations under this Agreement.
Notwithstanding any provision contained in this Paragraph 10 to
the contrary, SHD shall have no indemnification obligation with
respect to attorneys' fees incurred by any of the Durwood
Children in connection with the negotiation and review of this
Agreement or any of the other transactions contemplated in this
Agreement.
(b) Each Partner agrees that such Partner has no
intention whatsoever of making a gift to any other Partner in
connection with the transactions described in this Agreement.
Each Partner also agrees to file a gift tax return for the 1996
tax year on or before April 15, 1997 with the Internal Revenue
Service and applicable state taxing authorities, which returns
29<PAGE>
shall disclose the transactions contemplated in this Agreement
and shall report such transactions as nontaxable. In the event
that the Merger occurs after 1996, each Partner also agrees to
file a gift tax return for the tax year in which the Merger
occurs with the Internal Revenue Service and applicable state
taxing authorities on or before April 15 in the year immediately
following the Merger, which returns shall disclose the
transactions contemplated in this Agreement and shall report such
transactions as non-taxable. Such Partner or such Partner's
estate must obtain the prior written approval of the other
Partners of the description of the transactions contemplated in
this Agreement contained in any such return or any other federal
or state gift or estate tax return filed by a Partner or with
respect to a Partner's estate.
(c) Each of the Durwood Children shall promptly notify
SHD (which reference to SHD for the purposes of this paragraph
10(c) shall also include SHD's representatives) of the existence
of any claim, demand or other matter (for purposes of this
paragraph 10(c), a "Claim"), to which the indemnification
obligations of SHD under this Agreement would apply. SHD shall
have the sole right to defend such Claim at his own expense and
with counsel of his own selection. If such Claim relates to
federal or state gift or estate taxes, SHD shall have the sole
right at his expense to control all audits and proceedings
respecting such Claim. None of the Durwood Children shall admit
any liability with respect to such Claim or settle, compromise,
pay or discharge such Claim without the prior written consent of
SHD, which consent shall not be unreasonably withheld. SHD shall
not settle, compromise, pay or discharge such Claim without the
prior written consent of each of the Durwood Children who is
seeking indemnification under this Agreement for such Claim,
which consent shall not be unreasonably withheld; provided, that
each of the Durwood Children shall accept any settlement of such
Claim as long as the amount of such settlement is paid by SHD.
Each of the Durwood Children shall cooperate with SHD in the
defense of such Claim. If such Claim is one that cannot by its
nature be defended solely by SHD (including, without limitation,
any federal or state tax proceeding), then each of the Durwood
Children shall make available all information and assistance that
SHD may reasonably request. If such Claim relates to federal or
state gift or estate taxes, then each of the Durwood Children
shall also (i) execute and deliver such powers of attorney and
other documents requested by SHD in order to carry out the intent
of this paragraph 10(c), (ii) retain such records, documents,
accounting data and other information concerning the preparation
or filing of returns and reports with respect to such Claim,
(iii) refrain from any oral or written communication with any
third party, including but not limited to the Internal Revenue
Service or any state taxing authority, concerning such Claim, and
(iv) give SHD reasonable access to such records, documents,
accounting data and other information in connection with the
30<PAGE>
preparation or audit of any returns or reports with respect to
such Claim.
11. FURTHER ASSURANCES. Each of the parties to this
Agreement, at any time prior to or after the Merger, shall
execute, acknowledge and deliver any further assignments,
conveyances, releases, indemnifications, consent minutes and
other assurances, documents and instruments, and shall take any
other action consistent with the terms of this Agreement, that
may reasonably be requested by any other party hereto for the
purpose of terminating and liquidating AAE and distributing its
assets, approving and effecting the conversion of AMCE Class B
Stock owned by DI, or, after the negotiation and execution of the
Merger Agreement, approving and consummating the Merger.
12. MUTUAL RELEASES.
(a) Effective as of the Effective Time, each Partner
releases, acquits and forever discharges the other Partners and
their respective personal representatives, heirs, trustees,
assigns, attorneys and agents, from any and all claims, demands,
liabilities, obligations, losses, actions and causes of action of
any kind or nature, at law or in equity, past or existing, known
or unknown, including but not limited to those arising out of,
related to or connected with AAE or DI.
(b) Notwithstanding any provisions of this Agreement
to the contrary, the mutual releases provided herein shall not
apply to any breach of or default under this Agreement or any
other document executed and delivered in connection with the
transactions contemplated hereby, or any claim, demand or cause
of action arising out of any transaction or otherwise among any
or all of the Partners that occurs in whole or in part after the
Effective Time.
13. SHD REPRESENTATIONS. SHD represents and warrants to
the Durwood Children that SHD is the beneficial owner of, and has
good and valid title to, 119,500 DI Class A shares, free and
clear of all liens, encumbrances, claims, charges, assessments
and limitations of every kind.
14. REPRESENTATIONS. Each Partner represents and warrants
to the other Partners as follows:
(a) Such Partner is the beneficial owner of, and has
good and valid title to, such Partner's partnership interest in
AAE, free and clear of all liens, encumbrances, claims, charges,
assessments and limitations of every kind.
(b) At the time of such Partner's execution of the
statement of unanimous consent described in paragraph 2 of this
Agreement and on the Effective Time, such Partner shall be the
beneficial owner of and shall have good and valid title to, the
31<PAGE>
number of DI B shares set opposite such Partner's name in
paragraph 1 of this Agreement, free and clear of all liens,
encumbrances, claims, charges, assessments and limitations of
every kind.
(c) Such Partner has the legal authority and capacity
to execute this Agreement and to perform such Partner's
obligations under this Agreement. This Agreement constitutes a
valid and legally binding obligation of such Partner enforceable
in accordance with its terms.
(d) The execution and delivery of this Agreement by
such Partner and the consummation of the transactions
contemplated by this Agreement will not result in the breach of
any term, condition or other provision of, or constitute a
default under, any agreement or instrument to which such Partner
is a party or by which such Partner is bound, or violate or
result in a breach of or constitute a default under any
judgement, order, decree or other restriction of any court or
governmental agency to which such Partner is subject.
15. COVENANTS. Each Partner agrees that such Partner will
not sell, assign, transfer, pledge, grant an option with respect
to or otherwise dispose of any interest in, or enter into any
agreement, arrangement or understanding with respect to the
foregoing, all or any part of such Partner's partnership interest
in AAE or, after the liquidation of AAE, such Partner's DI Class
B Shares. Notwithstanding the immediately preceding sentence,
each Partner may transfer all or any part of such partnership
interest or such shares to a Family Member or a Controlled Entity
of such Partner, provided, that such transferee contemporaneously
and in writing must expressly assume and undertake all of the
obligations of such party under this Agreement.
16. AMENDMENT TO PARTNERSHIP AGREEMENT. To the extent that
the Limited Partnership Agreement respecting AAE (the "AAE
Partnership Agreement") is in any way inconsistent with the
transactions contemplated by this Agreement, this Agreement shall
be deemed to be an amendment to the AAE Partnership Agreement and
this Agreement shall control with respect to any inconsistencies
with the AAE Partnership Agreement.
17. CONDITIONS. With the exception of paragraph 18, this
Agreement is conditioned upon the negotiation and execution of
the Merger Agreement. After the Merger Agreement has been
entered into by DI and AMCE, paragraphs 1, 3(b), 4, 5, 6, 7, 8,
9, 10, 12 and 16 of this Agreement are conditioned upon the
satisfaction or waiver of all conditions of each of AMCE and DI
to consummate the Merger set forth in the Merger Agreement. In
addition, if for any reason the Merger Agreement shall not have
been executed on or before May 15, 1996, or the Merger shall not
have been consummated on or before October 31, 1996, the Durwood
Children shall have the right to terminate this Agreement. Such
32<PAGE>
decision shall be made by the affirmative vote of a majority of
the Durwood Children, with each of the Durwood Children having
one vote.
18. PUBLICITY. No Partner shall issue any public
announcement concerning the transactions contemplated by this
Agreement or the existence or terms of this Agreement without the
approval of the other Partners, unless otherwise required by law
or regulation; provided, however, that any Partner may disclose
the contents of this Agreement to banks and other financial
institutions in connection with the filing of financial
statements.
19. SURVIVAL. All representations, warranties, covenants
and agreements made herein shall survive the execution and
delivery of this Agreement and the consummation of the
transactions contemplated by this Agreement.
20. ATTORNEYS' FEES. If any legal action or other
proceeding is brought for the enforcement of this Agreement, or
because of an alleged breach, default or misrepresentation in
connection with any of the provisions of this Agreement, the
successful or prevailing party or parties shall be entitled to
recover reasonable attorneys' fees and other costs incurred in
that action or proceeding, in addition to any other relief to
which such party or parties may be entitled.
21. SPECIFIC PERFORMANCE. Each party acknowledges that the
other parties would be irreparably damaged and would not have an
adequate remedy at law for money damages in the event that any of
the covenants or agreements of the acknowledging party set forth
in this Agreement were not performed in accordance with its terms
or otherwise breached or threatened to be breached. Each party
therefore agrees that any or all other parties shall be entitled
to the specific enforcement of such covenants and agreements and
to injunctive or other equitable relief in addition to any remedy
to which any such party may be entitled, at law or in equity. If
the party bringing the action substantially prevails in any legal
action brought to enforce such party's rights under this
paragraph, such party shall be entitled to receive from the
breaching party all reasonable fees and expenses incurred by such
party in enforcing such party's rights hereunder.
22. NOTICE. Any notice or other communication required or
permitted hereunder shall be in writing and shall be delivered
personally, telegraphed or telexed or sent by facsimile
transmission, Federal Express, Express Mail, overseas courier or
certified mail, postage prepaid. Any such notice shall be deemed
to be given when so delivered personally, telegraphed, telexed or
sent by facsimile transmission, or if mailed by Federal Express
or Express Mail, one business day after the date of mailing, or
if mailed by certified mail, three business days after the date
of mailing, or if mailed by overseas courier, four business days
33<PAGE>
after the date of mailing. Such notice or other communication
shall be sent to the parties as follows:
To: Stanley H. Durwood Suite 1700 Power & Light Bldg.
106 West 14th Street
Post Office Box 419615
Kansas City, MO 64141-6615
with a copy to: Raymond F. Beagle, Jr., Esq.
Lathrop & Gage L.C.
2345 Grand Boulevard
Kansas City, MO 64108-2684
Carol D. Journagan 1323 Granite Creek Drive
Blue Springs, MO 64015
with a copy to: Glenn Kurlander, Esq.
John C. Novogrod, Esq.
Schiff Hardin & Waite
150 East 52nd St. Suite 2900
New York, NY 10022
Edward D. Durwood 3001 West 68th St.
Shawnee Mission, KS 66208
with a copy to: Glenn Kurlander, Esq.
John C. Novogrod, Esq.
Schiff Hardin & Waite
150 East 52nd St., Suite 2900
New York, NY 10022
Thomas A. Durwood P.O. Box 7208
Rancho Santa Fe, CA 92067
with a copy to: Glenn Kurlander, Esq.
John C. Novogrod, Esq.
Schiff Hardin & Waite
150 East 52nd St., Suite 2900
New York, NY 10022
Elissa D. Grodin 187 Chestnut Hill Rd.
Wilton, CT 06897
with a copy to: Robert C. Kopple, Esq.
Kopple & Klinger
2029 Century Park East, Suite 1040
Los Angeles, CA 90067
Brian H. Durwood 655 N.W. Altishim Pl
Beaverton, OR 97006
34<PAGE>
with a copy to: Robert C. Kopple, Esq.
Kopple & Klinger
2029 Century Park East, Suite 1040
Los Angeles, CA 90067
Peter J. Durwood 666 West End Avenue, #22F
New York, NY 10025
with a copy to: Robert C. Kopple, Esq.
Kopple & Klinger
2029 Century Park East, Suite 1040
Los Angeles, CA 90067
Any party may, by notice to the other parties given in
accordance with this paragraph, designate another address or
person for receipt of notices hereunder.
23. BINDING EFFECT. The rights and obligations under this
Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective personal representatives,
heirs and assigns.
24. ENTIRE AGREEMENT. This Agreement constitutes the
entire agreement among the parties hereto pertaining to the
subject matter hereof and supersedes all prior or
contemporaneous, written or verbal agreements, understandings and
negotiations in connection herewith.
25. AMENDMENTS. This Agreement cannot be modified, amended
or terminated, except by an instrument in writing signed by all
the Partners; provided, however, that any provision of this
Agreement may be waived only in writing by the party to be
charged with the waiver.
26. ASSIGNMENT. This Agreement shall not be assigned by
any party without the prior written consent of the other parties.
27. SEVERABILITY. If any provision of this Agreement is
held to be invalid or unenforceable by any court of final
jurisdiction, it is the intent of the parties that all other
provisions of this Agreement be construed to remain fully valid,
enforceable and binding on the parties.
28. GOVERNING LAW. This Agreement shall be construed in
accordance with, and governed by, the laws of the State of
Missouri as applied to contracts that are executed and performed
entirely in such State.
29. CAPTIONS. The captions in this Agreement are for
convenience only and in no way define, limit or describe the
scope or intent of this Agreement or any party hereto, nor in any
other way affect this Agreement or any part hereof.
35<PAGE>
30. EXHIBITS. All exhibits attached to this Agreement are
incorporated herein by this reference.
31. MISCELLANEOUS. Whenever the context of this Agreement
shall require, the use of any gender shall include all genders,
and the use of any singular shall include the plural, and vice
versa.
32. COUNTERPARTS. This Agreement may be executed in
several counterparts, each of which shall be an original and all
of which shall constitute but one and the same agreement.
33. TAX CODE. All references to sections of the Internal
Revenue Code are to such sections in the Internal Revenue Code of
1986 or such similar provisions in a subsequent tax code.
IN WITNESS WHEREOF, the parties hereto have caused this
Durwood Family Agreement to be duly executed as of the day and
year first above written.
/s/Stanley H. Durwood
Stanley H. Durwood, individually,
as Trustee of the 1992 Durwood,
Inc. Voting Trust dated December
12, 1992, as amended, and as
Trustee of the Stanley H. Durwood
Trust Agreement dated August 14,
1989, as amended
/s/Carol D. Journagan
Carol D. Journagan
/s/Edward D. Durwood
Edward D. Durwood
/s/Thomas A. Durwood
Thomas A. Durwood
/s/Elissa D. Grodin
Elissa D. Grodin
/s/Brian H. Durwood
Brian H. Durwood
/s/Peter J. Durwood
Peter J. Durwood
Exhibit 99.2
JOINT FILING AGREEMENT
Each of the undersigned acknowledges and agrees that the
Schedule 13D relating to the Common Stock, par value $.66-2/3 per
share, of AMC Entertainment Inc. to which this Joint Filing
Agreement is attached is filed on his, her or its behalf and that
each of the undersigned is responsible for the timely filing of
any amendments thereto and for the completeness and accuracy of
the information concerning him, her or it contained therein.
AMERICAN ASSOCIATED
ENTERPRISES
Dated: May 13, 1996 By: /s/ Edward D. Durwood
Edward D. Durwood
Managing General Partner
/s/ Brian H. Durwood
Brian H. Durwood
/s/ Edward D. Durwood
Edward D. Durwood
/s/ Peter J. Durwood
Peter J. Durwood
/s/ Thomas A. Durwood
Thomas A. Durwood
/s/ Elissa D. Grodin
Elissa D. Grodin
/s/ Carol D. Journagan
Carol D. Journagan
37
