SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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 3290
Los Angeles, California 90067
(310) 553-1444
(Name, address and telephone number of persons
authorized to receive notices and communications)
August 15, 1997
(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 [ ].<PAGE>
CUSIP No. 001669 10 0 13D Page 2 of 18 pages
1 Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
American Associated Enterprises (43-1253246)
(Dissolved)
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
Number of 0
Shares 8 Shared Voting Power
Beneficially 0
Owned by each
Reporting 9 Sole Dispositive Power
Person with 0
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
12 Check Box if the Aggregate Amount in (11) Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row (11)
0%
14 Type of Reporting Person
PN<PAGE>
CUSIP No. 001669 10 0 13D Page 3 of 18 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
Number of 1,461,203
Shares
Beneficially 8 Shared Voting Power
Owned by each 0
Reporting 9 Sole Dispositive Power
Person with 1,461,203
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,461,203
12 Check Box if the Aggregate Amount in (11) Excludes Certain
Shares [X]
13 Percent of Class Represented by Amount in Row (11)
11.5%
14 Type of Reporting Person
IN<PAGE>
CUSIP No. 001669 10 0 13D Page 4 of 18 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
Number of 1,461,203
Shares
Beneficially 8 Shared Voting Power
Owned by each 0
Reporting 9 Sole Dispositive Power
Person with 1,461,203
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,461,203
12 Check Box if the Aggregate Amount in (11) Excludes Certain
Shares [X]
13 Percent of Class Represented by Amount in Row (11)
11.5%
14 Type of Reporting Person
IN<PAGE>
CUSIP No. 001669 10 0 13D Page 5 of 18 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
Number of 1,461,203
Shares
Beneficially 8 Shared Voting Power
Owned by each 0
Reporting 9 Sole Dispositive Power
Person with 1,461,203
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,461,203
12 Check Box if the Aggregate Amount in (11) Excludes Certain
Shares [X]
13 Percent of Class Represented by Amount in Row (11)
11.5%
14 Type of Reporting Person
IN<PAGE>
CUSIP No. 001669 10 0 13d Page 6 of 18 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
Number of 1,315,083
Shares
Beneficially 8 Shared Voting Power
Owned by each 146,120
Reporting 9 Sole Dispositive Power
Person with 1,315,083
10 Shared Dispositive Power
146,120
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,461,203
12 Check Box if the Aggregate Amount in (11) Excludes Certain
Shares [X]
13 Percent of Class Represented by Amount in Row (11)
11.5%
14 Type of Reporting Person
IN<PAGE>
CUSIP No. 001669 10 0 13D Page 7 of 18 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
Number of 1,461,203
Shares
Beneficially 8 Shared Voting Power
Owned by each 0
Reporting 9 Sole Dispositive Power
Person with 1,461,203
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,461,203
12 Check Box if the Aggregate Amount in (11) Excludes Certain
Shares [X]
13 Percent of Class Represented by Amount in Row (11)
11.5%
14 Type of Reporting Person
IN<PAGE>
CUSIP No. 001669 10 0 13D Page 8 of 18 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
Number of 1,461,203
Shares
Beneficially 8 Shared Voting Power
Owned by each 0
Reporting 9 Sole Dispositive Power
Person with 1,461,203
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,461,203
12 Check Box if the Aggregate Amount in (11) Excludes Certain
Shares [X]
13 Percent of Class Represented by Amount in Row (11)
11.5%
14 Type of Reporting Person
IN<PAGE>
This Amendment No. 1 ("Amendment") is filed on behalf of American
Associated Enterprises, formerly a Missouri limited partnership
("AAE"), and by Brian H. Durwood, Edward D. Durwood, Peter J. Durwood,
Thomas A. Durwood, Elissa D. Grodin and Carol D. Journagan
(collectively, the "Durwood Children"), pursuant to Rule 13d-1(f)
under the Securities Exchange Act of 1934. This Amendment amends the
statement on Schedule 13D filed with the Securities and Exchange
Commission on May 13, 1996 (the "Statement") with respect to the
common stock, par value $.66-2/3 per share (the "Common Stock"), of
AMC Entertainment Inc., a Delaware corporation ("AMCE").
Item 2. Identity and Background.
Item 2, as previously filed, is hereby amended and supplemented
to add the following information:
On August 15, 1997, AAE was dissolved in accordance with the
Durwood Family Settlement Agreement, dated as of January 22, 1996, as
amended as of March 18, 1997, by and among Stanley H. Durwood ("SHD")
and the Durwood Children (the "Family Agreement").
Item 3. Source and Amount of Funds or Other Consideration.
Item 3, as previously filed, is hereby amended and supplemented
to add the following information:
On March 31, 1997, Durwood, Inc., formerly a Missouri corporation
("DI"), and AMCE entered into an Agreement and Plan of Merger and
Reorganization (the "Merger Agreement") providing for the merger of DI
into AMCE (the "Merger"), as contemplated by the Family Agreement.
The Merger was consummated on August 15, 1997. As a result of the
dissolution of AAE and the Merger, (i) each of the Durwood Children
(other than Thomas A. Durwood) received 1,461,203 shares of Common
Stock, Thomas A. Durwood received 1,315,083 shares of Common Stock and
the Thomas A. and Barbara F. Durwood Family Investment Partnership
received 146,120 shares of Common Stock (for an aggregate of 8,767,223
shares of Common Stock), (ii) SHD, the father of the Durwood Children,
received 5,015,657 shares of Class B Stock of AMCE, and (iii) Harvard
College received 16,071 shares of Common Stock.
Item 4. Purpose of Transaction.
Item 4(a), as previously filed, is hereby amended and
supplemented to add the following information:
In connection with the Merger, the Durwood Children entered into
a Stock Agreement (the "Stock Agreement") and a Registration Agreement
(the "Registration Agreement"), each dated as of August 15, 1997 among
AMCE, SHD, the Durwood Children and Delta Properties, Inc., a Missouri
corporation ("Delta"). Pursuant to the Stock Agreement, the
Registration Agreement and the Family Agreement, not less than six nor
more than 12 months after the Merger, the Durwood Children, SHD or
9<PAGE>
their permitted assignees will sell a minimum of 3,000,000 shares of
Common Stock in an underwritten public offering (the "Secondary
Offering"). AMCE has agreed to file a registration statement with
respect to such shares. Of the shares sold in the Secondary Offering,
500,000 shares of Common Stock will be sold by SHD or his permitted
assignees, and the balance will be sold by the Durwood Children or
their permitted assignees. 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. The underwriters are to use
reasonable efforts to sell at least 70% of such shares to
institutional (as opposed to retail) investors. SHD and the Durwood
Children have the right to increase the number of shares in the
Secondary Offering to up to 5,000,000 shares. AMCE is entitled to
postpone filing the registration statement for the Secondary Offering
for up to 180 days if as a result of said registration AMCE would be
required to prepare any financial statements other than those it
customarily prepares or determines in its reasonable business judgment
that such registration and the Secondary Offering would interfere with
any material corporate transaction or development involving AMCE.
The Family Agreement provides that AMCE (which is not a party to
the Family Agreement), SHD and the Durwood Children are to participate
equally in determining all material terms of the Secondary Offering.
Matters to be determined by the Durwood family members are to be
determined by majority vote, with each family member having one vote.
Pursuant to the Family Agreement, if the price per share to the
public in the Secondary Offering is less than $18, SHD 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 sold by them in the Secondary Offering up to 2,500,000
shares, up to a maximum aggregate payment of $20 million. SHD will
pay such amount in shares of Common Stock valued at the Secondary
Offering price.
The Durwood Children and SHD have deposited in escrow 3,000,000
shares of Common Stock to be offered in the Secondary Offering
pursuant to an Escrow Agreement dated August 15, 1997 among SHD, the
Durwood Children and Mercantile Bank of Kansas City, as escrow agent
(the "Secondary Offering Escrow Agreement"). A majority of the
Durwood Children and SHD may cause the shares held in escrow to be
delivered to the managing underwriters in connection with the
Secondary Offering.
Item 5. Interest in Securities of the Issuer.
Item 5, as previously filed, is hereby amended and supplemented
to add the following information:
(a) AAE has been dissolved and, accordingly, no longer has
beneficial ownership of any shares of Common Stock. As a result of
10<PAGE>
the dissolution of AAE and the Merger, each of the Durwood Children
beneficially owns 1,461,203 shares of Common Stock, constituting 11.5%
of the outstanding shares of Common Stock, and the Durwood Children as
a group beneficially own an aggregate of 8,767,218 shares of Common
Stock, constituting 68.8% of the outstanding shares of Common Stock.
Because of the Secondary Offering Escrow Agreement, each of the
Durwood Children may be deemed to share investment power over the
416,667 shares of Common Stock held in escrow under the Secondary
Offering Escrow Agreement that are owned of record by each of the
other Durwood Children, as well as the 500,000 shares of Common Stock
held thereunder that are owned of record by SHD. However, each of the
Durwood Children disclaims beneficial ownership of any shares of
Common Stock held by the other Durwood Children or SHD.
(b) Subject to the provisions of the Stock Agreement, described
in the response to Item 6, (i) each of the Durwood Children other than
Thomas A. Durwood has the sole power to vote and to dispose of
1,461,203 shares of Common Stock, and (ii) Thomas A. Durwood has the
sole power to vote and to dispose of 1,315,083 shares of Common Stock
and, as a trustee of a trust that serves as the sole general partner
of the Thomas A. and Barbara F. Durwood Family Investment Partnership,
has shared power to vote and to dispose of an additional 146,120
shares of Common Stock.
(c) Except in connection with the Merger, as disclosed in
response to Item 3, none of the Durwood Children has effected any
transactions in the Common Stock during the past 60 days.
(d) Except as disclosed in response to Item 6, no other person
is known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, any
shares of Common Stock reported on the Statement.
(e) On August 15, 1997, AAE ceased to be the beneficial owner of
more than 5% of shares of Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Item 6, as previously filed, is hereby amended and supplemented
to add the following information:
The discussion of the Stock Agreement in Item 4 is incorporated
herein by reference.
Pursuant to the Stock Agreement, each of the Durwood Children has
agreed that for a period of three years commencing on the date of the
Merger he or she will not become a member of a group (other than a
group composed solely of Durwood family members) or make any public or
private proposal with respect to an extraordinary transaction
involving AMCE or any of its subsidiaries, participate in any proxy or
11<PAGE>
election contest, or subject shares of Common Stock owned by him or
her to a voting agreement or other arrangement with respect to the
voting of such shares.
Each of the Durwood Children also has granted a proxy to the
Secretary and each Assistant Secretary of AMCE to vote shares of
Common Stock owned by him or her for each candidate for the AMCE Board
in the same proportion as the aggregate votes cast in such elections
by all other holders of Common Stock not affiliated with AMCE, its
directors or officers. This proxy will remain in effect for three
years following the Merger.
Each of the Durwood Children and SHD has agreed not to transfer
any of his or her AMCE stock except in compliance with the Securities
Act of 1933 and, for a period of three years following the Merger, not
to transfer AMCE stock by gift to any person or entity unless such
person or entity agrees to be bound by the Stock Agreement.
Notwithstanding the foregoing restriction, each Durwood family
stockholder may transfer up to 5% of the shares of AMCE stock he or
she receives in the Merger to certain charitable assignees (as defined
in the Stock Agreement) free of the provisions of the Stock Agreement.
Each of the Durwood Children also has agreed that in the event
any of them desires to sell any of his or her shares of AMCE stock
within three years after the Merger in a transaction exempt from the
Securities Act of 1933 (other than in a brokers' transaction), he or
she shall first afford AMCE the opportunity to purchase such shares on
the same terms and conditions as the proposed sale.
Pursuant to the Stock Agreement and the Indemnification Agreement
dated as of March 31, 1997 by AMCE, SHD, the Durwood Children and
Delta (the "Indemnification Agreement"), for a period of two years
from the effective date of the Merger, neither the Durwood Children
nor SHD will sell, exchange or otherwise dispose of a number of shares
of: (i) in the case of each of the Durwood Children, Common Stock
which would reduce his or her ownership by a number of shares less
than 50% of the 1,461,203 shares of Common Stock received in the
Merger (i.e., 730,601 shares) and (ii) in the case of SHD, Class B
Stock which would reduce his ownership by a number of shares less than
50% of the shares received by SHD and Harvard College in the Merger.
To this end, the Durwood Children and SHD have deposited in escrow
4,383,612 shares of Common Stock (730,602 shares per child) and
2,590,017 shares of Class B Stock, respectively, pursuant to an Escrow
Agreement dated August 15, 1997 among AMCE, SHD, the Durwood Children
and Mercantile Bank of Kansas City, as escrow agent (the "Tax Escrow
Agreement"), to be held for a period of two years from the
consummation of the Merger. The Durwood Children and SHD have the
right to vote (subject to the Stock Agreement) and are entitled to
receive all cash dividends or other distributions paid in respect of
such shares deposited in escrow; however, all dividends paid in
capital stock of AMCE or other securities will be held in escrow until
the end of such two-year period. Each of the Durwood Children and SHD
12<PAGE>
has agreed to indemnify AMCE for all damages resulting from a breach
of such person's covenant not to dispose of the specified number of
shares of AMCE stock received in the Merger for two years following
the Merger.
Pursuant to the Indemnification Agreement, each of the Durwood
Children and SHD has agreed to indemnify AMCE for damages incurred as
a result of any untrue statement or omission of a material fact
contained in AMCE's Proxy Statement/Prospectus relating to the Merger
if the statement or omission was made in reliance upon and in
conformity with information supplied by such person. AMCE has agreed
to indemnify each of the Durwood Children for any damages incurred by
him or her as a result of any untrue statement or omission of a
material fact contained in AMCE's Proxy Statement/Prospectus except to
the extent that the statement or omission was made in reliance upon
and in conformity with information supplied by the Durwood Children or
SHD.
The indemnification obligations of the parties will terminate
(except as to claims already made) on March 31, 2000.
Other than the foregoing, there are no other contracts,
arrangements, understandings or relationships with respect to the
Common Stock to which AAE or any of the Durwood Children is a party or
by which AAE or any of the Durwood Children is bound.
Item 7. Exhibits.
Exhibit 99.1 Agreement and Plan of Merger and Reorganization dated
as of March 31, 1997 between AMC Entertainment Inc.
("AMCE") and Durwood, Inc. (incorporated by reference
to Annex 1 to Amendment No. 3 to Form S-4 of AMCE filed
on July 10, 1997 (Registration No. 333-25755) (the
"Form S-4")).
Exhibit 99.2 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 ("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") (incorporated by reference to
Exhibit 99.1 to the Schedule 13D filed on May 13, 1996
by American Associated Enterprises and the Durwood
Children with respect to AMCE).
Exhibit 99.3 First Amendment to Durwood Family Settlement Agreement
dated as of March 18, 1997, among SHD and the Durwood
Children (incorporated by reference to Exhibit 2.4(c)
to the Form S-4).
13<PAGE>
Exhibit 99.4 Second Amendment to Durwood Family Settlement Agreement
dated as of August 15, 1997 among AMCE, SHD, the
Durwood Children, Delta Properties, Inc. and the Thomas
A. and Barbara F. Durwood Family Investment Partnership
(incorporated by reference to Exhibit 99.7 to Amendment
No. 2 to the Schedule 13D filed by SHD on September 30,
1997 with respect to AMCE (the "SHD Schedule 13D").
Exhibit 99.5 Registration Agreement dated as of August 15, 1997,
between AMCE, SHD, the Durwood Children and Delta
Properties, Inc. (incorporated by reference to Exhibit
99.2 to the SHD Schedule 13D).
Exhibit 99.6 Indemnification Agreement dated as of March 31, 1997,
between AMCE, SHD, the Durwood Children and Delta
Properties, Inc. (incorporated by reference to Exhibit
2.4(a) to the Form S-4).
Exhibit 99.7 First Amendment to Indemnification Agreement dated as
of August 15, 1997, among AMCE, SHD, the Durwood
Children, Delta Properties, Inc. and the Thomas A. and
Barbara F. Durwood Family Investment Partnership
(incorporated by reference to Exhibit 99.9 to the SHD
Schedule 13D).
Exhibit 99.8 Stock Agreement dated as of August 15, 1997, between
AMCE, SHD, the Durwood Children and Delta Properties,
Inc. (incorporated by reference to Exhibit 99.3 to the
SHD Schedule 13D).
Exhibit 99.9 Escrow Agreement dated as of August 15, 1997 among SHD,
the Durwood Children, the Thomas A. and Barbara F.
Durwood Family Investment Partnership and Mercantile
Bank of Kansas City, as escrow agent (incorporated by
reference to Exhibit 99.4 to the SHD Schedule 13D).
Exhibit 99.10 Escrow Agreement dated as of August 15, 1997 among SHD,
the Durwood Children and Mercantile Bank of Kansas
City, as escrow agent (incorporated by reference to
Exhibit 99.10 to the SHD Schedule 13D).
Exhibit 99.11 Joint Filing Agreement among American Associated
Enterprises and the Durwood Children.
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.
AMERICAN ASSOCIATED ENTERPRISES
Dated: November 12, 1997 By: /s/ Edward D. Durwood
Edward D. Durwood,
Managing General Partner
Dated: November 15, 1997 /s/ Brian H. Durwood
Brian H. Durwood
Dated: November 12, 1997 /s/ Edward D. Durwood
Edward D. Durwood
Dated: November 13, 1997 /s/ Peter J. Durwood
Peter J. Durwood
Dated: November 17, 1997 /s/ Thomas A. Durwood
Thomas A. Durwood
Dated: November 30, 1997 /s/ Elissa D. Grodin
Elissa D. Grodin
Dated: November 12, 1997 /s/ Carol D. Journagan
Carol D. Journagan
15<PAGE>
EXHIBIT INDEX
Exhibit No. Description
99.1 Agreement and Plan of Merger and Reorganization dated
as of March 31, 1997 between AMC Entertainment Inc.
("AMCE") and Durwood, Inc. (incorporated by reference
to Annex 1 to Amendment No. 3 to Form S-4 of AMCE filed
on July 10, 1997 (Registration No. 333-25755) (the
"Form S-4")).
99.2 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 ("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") (incorporated by reference to
Exhibit 99.1 to the Schedule 13D filed on May 13, 1996
by American Associated Enterprises and the Durwood
Children with respect to AMCE).
99.3 First Amendment to Durwood Family Settlement Agreement
dated as of March 18, 1997, among SHD and the Durwood
Children (incorporated by reference to Exhibit 2.4(c)
to the Form S-4).
99.4 Second Amendment to Durwood Family Settlement Agreement
dated as of August 15, 1997 among AMCE, SHD, the
Durwood Children, Delta Properties, Inc. and the Thomas
A. and Barbara F. Durwood Family Investment Partnership
(incorporated by reference to Exhibit 99.7 to Amendment
No. 2 to the Schedule 13D filed by SHD on September 30,
1997 with respect to AMCE (the "SHD Schedule 13D").
99.5 Registration Agreement dated as of August 15, 1997,
between AMCE, SHD, the Durwood Children and Delta
Properties, Inc. (incorporated by reference to Exhibit
99.2 to the SHD Schedule 13D).
99.6 Indemnification Agreement dated as of March 31, 1997,
between AMCE, SHD, the Durwood Children and Delta
Properties, Inc. (incorporated by reference to Exhibit
2.4(a) to the Form S-4).
99.7 First Amendment to Indemnification Agreement dated as
of August 15, 1997, among AMCE, SHD, the Durwood
Children, Delta Properties, Inc. and the Thomas A. and
16<PAGE>
Barbara F. Durwood Family Investment Partnership
(incorporated by reference to Exhibit 99.9 to the SHD
Schedule 13D).
99.8 Stock Agreement dated as of August 15, 1997, between
AMCE, SHD, the Durwood Children and Delta Properties,
Inc. (incorporated by reference to Exhibit 99.3 to the
SHD Schedule 13D).
99.9 Escrow Agreement dated as of August 15, 1997 among SHD,
the Durwood Children, the Thomas A. and Barbara F.
Durwood Family Investment Partnership and Mercantile
Bank of Kansas City, as escrow agent (incorporated by
reference to Exhibit 99.4 to the SHD Schedule 13D).
99.10 Escrow Agreement dated as of August 15, 1997 among SHD,
the Durwood Children and Mercantile Bank of Kansas
City, as escrow agent (incorporated by reference to
Exhibit 99.10 to the SHD Schedule 13D).
99.11 Joint Filing Agreement among American Associated
Enterprises and the Durwood Children.
17
EXHIBIT 99.11
JOINT FILING AGREEMENT
Each of the undersigned acknowledges and agrees that Amendment
No. 1 to the Schedule 13D relating to the Common Stock, par value
$.66 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: November 12, 1997 By: /s/ Edward D. Durwood
Edward D. Durwood,
Managing General Partner
Dated: November 15, 1997 /s/ Brian H. Durwood
Brian H. Durwood
Dated: November 12, 1997 /s/ Edward D. Durwood
Edward D. Durwood
Dated: November 13, 1997 /s/ Peter J. Durwood
Peter J. Durwood
Dated: November 17, 1997 /s/ Thomas A. Durwood
Thomas A. Durwood
Dated: November 30, 1997 /s/ Elissa D. Grodin
Elissa D. Grodin
Dated: November 12, 1997 /s/ Carol D. Journagan
Carol D. Journagan
18
