UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended April 2, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________________ to
______________________
Commission file number 1-8747
AMC ENTERTAINMENT INC.
(Exact name of registrant as specified in its charter)
Delaware 43-1304369
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer
Identification No.)
106 West 14th Street
P. O. Box 419615
Kansas City, Missouri 64141-6615
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (816) 221-4000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock, 66 2/3 cents par value American Stock Exchange,Inc.
Pacific Stock Exchange, Inc.
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X
No ___
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ ]
The aggregate market value of the registrant's voting stock held by non-
affiliates as of May 15, 1998, computed by reference to the closing price
for such stock on the American Stock Exchange on such date, was
$184,867,949.
Number of shares
Title of each class of common stock Outstanding as of May 15,1998
Common Stock, 66 2/3 cents par value 18,453,434
Class B Stock, 66 2/3 cents par value 5,015,657
<PAGE>
AMC Entertainment Inc., hereby amends Part IV, Item 14 (c) of its
Annual Report on Form 10-K for the year ended April 2, 1998 to include the
amended Exhibit Index of Form 10-K.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(c) Exhibits
A list of exhibits required to be filed as part of this report on Form
10-K is set forth in the Exhibit Index, which immediately precedes such
exhibits, and is incorporated herein by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
AMC ENTERTAINMENT INC.
By: /s/ Richard L. Obert
Richard L. Obert
Senior Vice President - Chief
Accounting and Information Officer
Date:August 4, 1998
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
2.1 Agreement and Plan of Merger dated as of March 31, 1997
between AMC Entertainment Inc. and Durwood, Inc. (together
with Exhibit A, "Pre-Merger Action Plan") (Incorporated by
reference from Exhibit 2.1 to the Company's Registration
Statement on Form S-4 (File No. 333-25755) filed April 24,
1997).
2.2 Stock Agreement among AMC Entertainment Inc. and Stanley
H. Durwood, his children: Carol D. Journagan, Edward D.
Durwood, Thomas A. Durwood, Elissa D. Grodin, Brian H.
Durwood and Peter J. Durwood (the "Durwood Children"), The
Thomas A. and Barbara F. Durwood Family Investment
Partnership (the "TBD Partnership") and Delta Properties,
Inc. (Incorporated by reference from Exhibit 99.3 to
Amendment No. 2 to Schedule 13D of Stanley H. Durwood
filed September 30, 1997).
2.3 Registration Agreement among AMC Entertainment Inc. and
the Durwood Children and Delta Properties, Inc.
(Incorporated by reference from Exhibit 99.2 to Amendment
No. 2 to Schedule 13D of Stanley H. Durwood filed
September 30, 1997).
2.4(a) Indemnification Agreement dated as of March 31, 1997 among
AMC Entertainment Inc., the Durwood Family Stockholders
and Delta Properties, Inc., together with Exhibit B
thereto (Escrow Agreement) (Incorporated by reference from
Exhibit 2.4(a) to the Company's Registration Statement on
Form S-4 (File No. 333-25755) filed April 24, 1997).
2.4(b) Durwood Family Settlement Agreement (Incorporated by
reference from Exhibit 99.1 to Schedule 13D of Durwood,
Inc. and Stanley H. Durwood filed May 7, 1996).
2.4(c) First Amendment to Durwood Family Settlement Agreement
(Incorporated by reference from Exhibit 2.4(c) to the
Company's Registration Statement on Form S-4 (File No. 333-
25755) filed April 24, 1997).
2.4(d) Second Amendment to Durwood Family Settlement Agreement
dated as of August 15, 1997, among Stanley H. Durwood, the
Durwood Children and the TBD Partnership (Incorporated by
reference from Exhibit 99.7 to Amendment No. 2 to Schedule
13D of Stanley H. Durwood filed September 30, 1997).
3.1. Amended and Restated Certificate of Incorporation of AMC
Entertainment Inc. (as amended on December 2, 1997)
(Incorporated by reference from Exhibit 3.1 to AMCE's Form
10-Q (File No. 1-8747) dated January 1, 1998).
3.2. Bylaws of AMC Entertainment Inc. (Incorporated by
reference from Exhibit 3.3 to AMCE's Form 10-Q (File No.
0-12429) for the quarter ended December 26, 1996).
4.1(a) Amended and Restated Credit Agreement dated as of April
10, 1997, among AMC Entertainment Inc., as the Borrower,
The Bank of Nova Scotia, as Administrative Agent, and Bank
of America National Trust and Savings Association, as
Documentation Agent, and Various Financial Institutions,
as Lenders, together with the following exhibits thereto:
significant subsidiary guarantee, form of notes, form of
pledge agreement and form of subsidiary pledge agreement
(Incorporated by reference from Exhibit 4.3 to the
Company's Registration Statement on Form S-4 (File No. 333-
25755) filed April 24, 1997).
4.1(b) Second Amendment, dated January 16, 1998, to Amended and
Restated Credit Agreement dated as of April 10, 1997
(Incorporated by Reference from Exhibit 4.2 to the
Company's Form 10-Q (File No. 1-8747) for the quarter
ended January 1, 1998).
4.2(a) Indenture dated March 19, 1997, respecting AMC
Entertainment Inc.'s 9 1/2% Senior Subordinated Notes due
2009 (Incorporated by reference from Exhibit 4.1 to the
Company's Form 8-K (File No. 1-8747) dated March 19,
1997).
4.2(b) First Supplemental Indenture respecting AMC Entertainment
Inc.'s 9 1/2% Senior Subordinated Notes due 2009
(Incorporated by reference from Exhibit 4.4(b) to
Amendment No. 2. to the Company's Registration Statement
on Form S-4 (File No.333-29155) filed August 4, 1997).
4.3 In accordance with Item 601(b)(4)(iii)(A) of Regulation S-
K, certain instruments respecting long term debt of the
Registrant have been omitted but will be furnished to the
Commission upon request.
10.1. AMC Entertainment Inc. 1983 Stock Option Plan
(Incorporated by reference from Exhibit 10.1 to AMCE's
Form S-1 (File No. 2-84675) filed June 22, 1983).
10.2. AMC Entertainment Inc. 1984 Employee Stock Purchase Plan
(Incorporated by reference from Exhibit 28.1 to AMCE's
Form S-8 (File No. 2-97523) filed July 3, 1984).
10.3. AMC Entertainment Inc. 1984 Employee Stock Option Plan
(Incorporated by reference from Exhibit 28.1 to AMCE's S-8
and S-3 (File No. 2-97522) filed July 3, 1984).
10.3.(a) AMC Entertainment Inc. 1994 Stock Option and Incentive
Plan, as amended (Incorporated by reference from Exhibit
10.1 to AMCE's Form 10-Q (File No. 0-12429) for the
quarter ended December 26, 1996).
10.3.(b) Form of Non-Qualified (NON-ISO) Stock Option Agreement
(Incorporated by reference from Exhibit 10.2 to AMCE's
Form 10-Q (File No. 0-12429) for the quarter ended
December 26, 1996).
10.4. American Multi-Cinema, Inc. Savings Plan, a defined
contribution 401(k) plan, restated January 1, 1989, as
amended (Incorporated by reference from Exhibit 10.6 to
AMCE's Form S-1 (File No. 33-48586) filed June 12, 1992,
as amended).
10.5.(a) Defined Benefit Retirement Income Plan for Certain
Employees of American Multi-Cinema, Inc. dated January 1,
1989, as amended (Incorporated by reference from Exhibit
10.7 to AMCE's Form S-1 (File No. 33-48586) filed June 12,
1992, as amended).
10.5.(b) AMC Supplemental Executive Retirement Plan dated
January 1, 1994 (Incorporated by reference from Exhibit
10.7(b) to AMCE's Form 10-K (File No. 0-12429) for the
fiscal year ended March 30, 1995).
10.6. Employment Agreement between American Multi-Cinema, Inc.
and Philip M. Singleton (Incorporated by reference from
Exhibit 10(a) to AMCE's Form 10-Q (File No. 1-8747) for
the quarter ended September 29, 1994).
10.7. Employment Agreement between American Multi-Cinema, Inc.
and Peter C. Brown (Incorporated by reference from Exhibit
10(b) to AMCE's Form 10-Q (File No.1-8747) for the quarter
ended September 29, 1994).
10.8. Disability Compensation Provisions respecting Stanley H.
Durwood (Incorporated by reference from Exhibit 10.12 to
AMCE's Form S-1 (File No. 33-48586) filed June 12, 1992,
as amended).
10.9. Executive Medical Expense Reimbursement and Supplemental
Accidental Death or Dismemberment Insurance Plan, as
restated effective as of February 1, 1991 (Incorporated by
reference from Exhibit 10.13 to AMCE's Form S-1 (File No.
33-48586) filed June 12, 1992, as amended).
10.10. Division Operations Incentive Program (incorporated by
reference from Exhibit 10.15 to AMCE's Form S-1 (File No.
33-48586) filed June 12, 1992, as amended).
10.11. Partnership Interest Purchase Agreement dated May 28,
1993, among Exhibition Enterprises Partnership, Cinema
Enterprises, Inc., Cinema Enterprises II, Inc., American
Multi-Cinema, Inc., TPI Entertainment, Inc. and TPI
Enterprises, Inc. (Incorporated by reference from Exhibit
10.29 to AMCE's Form 10-K (File No. 1-8747) for the fiscal
year ended April 1, 1993).
10.12. Mutual Release and Indemnification Agreement dated May 28,
1993, among Exhibition Enterprises Partnership, Cinema
Enterprises, Inc., American Multi-Cinema, Inc., TPI
Entertainment, Inc. and TPI Enterprises, Inc.
(Incorporated by reference from Exhibit 10.30 to AMCE's
Form 10-K (File No. 1-8747) for the fiscal year ended
April 1, 1993).
10.13. Assignment and Assumption Agreement between Cinema
Enterprises II, Inc. and TPI Entertainment, Inc.
(Incorporated by reference from Exhibit 10.31 to AMCE's
Form 10-K (File No. 1-8747) for the fiscal year ended
April 1, 1993).
10.14. Confidentiality Agreement dated May 28,1993, among TPI
Entertainment, Inc., TPI Enterprises, Inc., Exhibition
Enterprises Partnership, Cinema Enterprises, Inc., Cinema
Enterprises II, Inc. and American Multi-Cinema, Inc.
(Incorporated by reference from Exhibit 10.32 to AMCE's
Form 10-K (File No. 1-8747) for the fiscal year ended
April 1, 1993).
10.15. Termination Agreement dated May 28, 1993, among TPI
Entertainment, Inc., TPI Enterprises, Inc. Exhibition
Enterprises Partnership, American Multi-Cinema, Inc.,
Cinema Enterprises, Inc., AMC Entertainment Inc.,
Durwood, Inc., Stanley H. Durwood and Edward D. Durwood
(Incorporated by reference from Exhibit 10.33 to AMCE's
Form 10-K (File No. 1-8747) for the fiscal year ended
April 1, 1993).
10.16. Promissory Note dated June 16, 1993, made by Thomas L.
Velde and Katherine G. Terwilliger, husband and wife,
payable to American Multi-Cinema, Inc. (Incorporated by
reference from Exhibit 10.34 to AMCE's Form 10-K (File No.
1-8747) for the fiscal year ended April 1, 1993).
10.17. Second Mortgage dated June 16, 1993, among Thomas L.
Velde, Katherine G. Terwilliger and American
Multi-Cinema, Inc. (Incorporated by reference from Exhibit
10.35 to AMCE's Form 10-K (File No. 1-8747) for the fiscal
year ended April 1, 1993).
10.18. Summary of American Multi-Cinema, Inc. Executive Incentive
Program (Incorporated by reference from Exhibit 10.36 to
AMCE's Registration Statement on Form S-2 (File
No. 33-51693) filed December 23, 1993).
10.19. AMC Non-Qualified Deferred Compensation Plans
(Incorporated by reference from Exhibit 10.37 to Amendment
No. 2 to AMCE's Registration Statement on Form S-2 (File
No. 33-51693) filed February 18, 1994).
10.20. Employment Agreement between AMC Entertainment Inc.,
American Multi-Cinema, Inc. and Stanley H. Durwood
(Incorporated by reference from Exhibit 10.32 to AMCE's
Form 10-K (File No. 0-12429) for the fiscal year ended
March 28, 1996).
10.21. Real Estate Contract dated November 1, 1995 among Richard
M. Fay, Mary B. Fay and American Multi-Cinema, Inc.
(Incorporated by reference from Exhibit 10.33 to AMCE's
Form 10-K (File No. 0-12429) for the fiscal year ended
March 28, 1996).
10.22. American Multi-Cinema, Inc. Retirement Enhancement Plan
(Incorporated by reference from Exhibit 10.26 to AMCE's
Registration Statement on Form S-4 (File No. 333-25755)
filed April 24, 1997).
10.23. Employment Agreement between American Multi-Cinema, Inc.
and Richard M. Fay (Incorporated by reference from Exhibit
10.1 to AMCE's Form 10-Q (File No. 0-12429) for the
quarter ended June 27, 1996).
10.24. American Multi-Cinema, Inc. Executive Savings Plan
(Incorporated by reference from Exhibit 10.28 to AMCE's
Registration Statement on Form S-4 (File No. 333-25755)
filed April 24, 1997).
**10.25. Limited Partnership Agreement of Planet Movies Company,
L.P. dated October 17, 1997.
10.26. Agreement of Sale and Purchase dated November 21, 1997
among American Multi-Cinema, Inc. and AMC Realty, Inc., as
Seller, and Entertainment Properties Trust, as Purchaser
(Incorporated by reference from Exhibit 10.1 of AMCE's
Current Report on Form 8-K (File No. 1-8747) filed
December 9, 1997).
10.27. Option Agreement dated November 21, 1997 among American
Multi-Cinema, Inc. and AMC Realty, Inc. , as Seller, and
Entertainment Properties Trust, as Purchaser (Incorporated
by reference from Exhibit 10.2 of AMCE's Current Report on
Form 8-K (File No. 1-8747) filed December 9, 1997).
10.28. Right to Purchase Agreement dated November 21, 1997,
between AMC Entertainment, Inc., as Grantor, and
Entertainment Properties Trust as Offeree (Incorporated by
reference from Exhibit 10.3 of AMCE's Current Report on
Form 8-K (File No. 1-8747) filed December 9, 1997).
10.29. Lease dated November 21, 1997 between Entertainment
Properties Trust, as Landlord, and American Multi-Cinema,
Inc., as Tenant (Incorporated by reference from Exhibit
10.4 of AMCE's Current Report on Form 8-K (File No. 1-
8747) filed December 9, 1997). (Similar leases have been
entered into with respect to the following theatres:
Mission Valley 20, Promenade 16, Ontario Mills 30, Lennox
24, West Olive 16, Studio 30, Huebner Oaks 24, First
Colony 24, Oak View 24, Leawood Town Center 20, South
Barrington 30, Gulf Pointe 30, Cantera 30, Mesquite 30 and
Hampton Town Center 24.
10.30. Guaranty of Lease dated November 21, 1997 between AMC
Entertainment, Inc., as Guarantor, and Entertainment
Properties Trust, as Owner (Incorporated by reference from
Exhibit 10.5 of AMCE's Current Report on Form 8-K (File
No. 1-8747) filed December 9, 1997, (Similar guaranties
have been entered into with respect to the following
theatres: Mission Valley 20, Promenade 16, Ontario Mills
30, Lennox 24, West Olive 16, Studio 30, Huebner Oaks 24,
First Colony 24, Oak View 24, Leawood Town Center 20,
South Barrington 30, Gulf Pointe 30, Cantera 30, Mesquete
30 and Hampton Town Center 24.
16. Letter regarding change in certifying accountant
(Incorporated by reference from Exhibit 19.6 to AMCE's
Form 10-Q (File No. 0-12429) for the quarter ended July 2,
1992).
** 21. Subsidiaries of AMC Entertainment Inc.
* 23. Consent of Coopers & Lybrand L.L.P. to the use of their
report of independent accountants included in Item 8 of
this annual report.
** 27. Financial Data Schedule.
_______
* Filed herewith
** Previously filed with this report on Form 10-K.
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders
of AMC Entertainment Inc.:
We consent to the incorporation by reference in the registration statement
of AMC Entertainment Inc. on Form S-8 (File Nos. 33-58129, 2-92048, 2-97522
and 2-97523) of our report dated May 1, 1998, on our audits of the
consolidated financial statements of AMC Entertainment Inc. as of April 2,
1998 and April 3, 1997, and for each of the three years (53/52 weeks) ended
April 2, 1998, which report is included in this Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
Kansas City, Missouri
August 4, 1998
