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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.:
Name of Issuer: AMC Entertainment Inc.
Title of Class of Securities: Common Stock
CUSIP Number: 001669100
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Edward Grinacoff
c/o Sandler Capital Management
767 5th Avenue
New York, New York 10153
(212) 754-8100
(Date of Event which Requires Filing of this Statement)
February 27, 1996
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 line if a fee is being paid with this
statement [ X ]. (A fee is not required only if the filing
person: (1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
class. See Rule 13d-7).
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
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be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 001669100
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Sandler Capital Management
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power: 130,340
8. Shared Voting Power:
9. Sole Dispositive Power: 130,340
10. Shared Dispositive Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person
130,340
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
3
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13. Percent of Class Represented by Amount in Row (11)
2.43%
14. Type of Reporting Person
PN
4
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CUSIP No. 001669100
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Harvey Sandler
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
USA
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power: 155,160
9. Sole Dispositive Power:
10. Shared Dispositive Power: 155,160
11. Aggregate Amount Beneficially Owned by Each Reporting Person
155,160
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
X
5
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13. Percent of Class Represented by Amount in Row (11)
2.89%
14. Type of Reporting Person
IN
6
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CUSIP No. 001669100
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
John Kornreich
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
USA
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power: 155,160
9. Sole Dispositive Power:
10. Shared Dispositive Power: 155,160
11. Aggregate Amount Beneficially Owned by Each Reporting Person
155,160
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
X
7
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13. Percent of Class Represented by Amount in Row (11)
2.89%
14. Type of Reporting Person
IN
8
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CUSIP No. 001669100
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Barry Lewis
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
USA
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power: 155,160
9. Sole Dispositive Power:
10. Shared Dispositive Power: 155,160
11. Aggregate Amount Beneficially Owned by Each Reporting Person
155,160
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
X
9
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13. Percent of Class Represented by Amount in Row (11)
2.89%
14. Type of Reporting Person
IN
10
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CUSIP No. 001669100
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Michael Marocco
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
USA
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power: 155,160
9. Sole Dispositive Power:
10. Shared Dispositive Power: 155,160
11. Aggregate Amount Beneficially Owned by Each Reporting Person
155,160
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
X
11
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13. Percent of Class Represented by Amount in Row (11)
2.89%
14. Type of Reporting Person
IN
12
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CUSIP No. 001669100
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Andrew Sandler
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
USA
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power: 155,160
9. Sole Dispositive Power:
10. Shared Dispositive Power: 155,160
11. Aggregate Amount Beneficially Owned by Each Reporting Person
155,160
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
X
13
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13. Percent of Class Represented by Amount in Row (11)
2.89%
14. Type of Reporting Person
IN
14
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Item 1. Security and Issuer.
The class of equity to which this statement relates is the
common stock (the "Common Stock") of AMC Entertainment Inc.
(the "Issuer"). The Issuer has its principal executive
offices at 106 West 14th Street, Kansas City, MO 64141-6615.
Item 2. Identity and Background.
The Reporting Persons are Sandler Capital Management, a
registered investment adviser and a New York general
partnership ("SCM"), and Harvey Sandler, Barry Lewis, John
Kornreich, Michael Marocco and Andrew Sandler (each, an
"Individual", and collectively, the "Individuals"). SCM
holds shares on behalf of certain managed accounts with
respect to which SCM exercises investment and voting
discretion. Each Individual, through a Delaware corporation
that is controlled by such Individual and that serves as a
general partner of SCM, may be deemed to be a beneficial
owner of the shares of the Common Stock held by such managed
accounts. Sandler Associates ("SA"), a New York limited
partnership, owns 155,160 shares of Common Stock. Each
Individual is a general partner of SA.
The principal business of each of the Reporting Persons is
investing. The business address for each of the persons
described above in this Item 2 is 767 Fifth Avenue, New York,
New York 10153. The telephone number is (212) 754-8100.
During the last five years, none of the persons described
above in this Item 2 has been convicted in any criminal
proceeding (excluding traffic violations or similar
misdemeanors). During the last five years, none of the
persons described above in this Item 2 has been a party to
any civil proceeding of a judicial or administrative body of
competent jurisdiction the result of which it or he was or is
subject to any 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.
Each Individual is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
The source of funds for the acquisition of the shares of
Common Stock was the general working capital of SCM and SA.
The aggregate 285,500 shares of the Common Stock were
acquired for a total purchase price of $5,063,042.
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Purchase
Name # of Shares Price
Accounts Managed by SCM 130,340 $2,278,399
Sandler Associates 155,160 2,784,643
Item 4. Purpose of Transaction.
The shares of Common Stock held by SCM and SA are held for
investment purposes.
The Reporting Persons have no plans or proposals which relate
to or would result in any of the actions set forth in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) SCM through various managed accounts indirectly
beneficially owns 130,340 shares of Common Stock. SA
beneficially owns 155,160 shares of Common Stock. Based
on the Issuer's 10-Q dated December 31, 1995 there are
5,368,380 shares of Common Stock outstanding.
Therefore, the 285,500 shares of Common Stock referred
to in Item 3 of this Schedule 13D represent 5.32% of the
shares of outstanding Common Stock of the Issuer.
(b) The responses to Items 7 through 10 on pages 3 through
13 of this Schedule 13D are incorporated by reference in
response to this Item.
(c) All transactions in the Common Stock effected by SCM and
SA in the last sixty days were effected in open market
transactions and are set forth in Exhibit B hereto.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Not Applicable.
Item 7. Material to be Filed as Exhibits.
1. A Joint Filing Agreement relating to the Filing of a
Joint Statement as required by Rule 13d-1(f) under the
Securities Exchange Act of 1934, as amended, is filed
herewith as Exhibit A.
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2. A Schedule of Transactions listing all transactions in
the Common Stock that were effected by SCM and SA in the
last sixty days is filed herewith as Exhibit B.
Signature
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this
statement is true, complete and correct.
By: Sandler Capital Management
By: ARH Corp.
By: /s/ Harvey Sandler
_____________________
Harvey Sandler
/s/ Harvey Sandler
________________________
Harvey Sandler
/s/ Barry Lewis
________________________
Barry Lewis
/s/ John Kornreich
________________________
John Kornreich
/s/ Michael Marocco
________________________
Michael Marocco
/s/ Andrew Sandler
________________________
Andrew Sandler
March 7, 1996
____________________________
Date
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EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agree to
the joint filing on behalf of each of them of a statement on
Schedule 13D (including amendments thereto) with respect to the
Common Stock of AMC Entertainment Inc., and that this Agreement
be included as an Exhibit to such joint filing.
IN WITNESS WHEREOF, the undersigned hereby execute this
Agreement this 7th day of March, 1996.
By: Sandler Capital Management
By: ARH Corp.
By: /s/ Harvey Sandler
_____________________
Harvey Sandler
/s/ Harvey Sandler
________________________
Harvey Sandler
/s/ Barry Lewis
________________________
Barry Lewis
/s/ John Kornreich
________________________
John Kornreich
/s/ Michael Marocco
________________________
Michael Marocco
/s/ Andrew Sandler
________________________
Andrew Sandler
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EXHIBIT B
SCHEDULE OF TRANSACTIONS
Sandler Capital Management
Price Per Share
Number of (Excluding
Date Shares Commission)
____ ___________ _______________
1/18/96 8,000 $20.488
1/18/96 1,500 20.25
1/26/96 2,500 19.375
2/15/96 3,000 21.00
2/20/96 5,500 21.00
2/26/96 1,800 20.875
2/27/96 5,000 20.50
Sandler Associates
Price Per Share
Number of (Excluding
Date Shares Commission)
____ ___________ _______________
1/18/96 2,000 $20.488
2/13/96 17,300 21.00
2/15/96 500 21.00
2/21/96 19,200 21.0925
2/22/96 200 21.125
2/23/96 8,500 21.00
2/23/96 1,500 21.125
2/26/96 6,000 20.875
2/27/96 15,000 20.50
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71200131.AJ9
