AMC ENTERTAINMENT INC, DEF 14A, 1999-11-05

AMC ENTERTAINMENT INC
DEF 14A, 1999-11-05
MOTION PICTURE THEATERS

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<PAGE>
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

<TABLE>
<S> <C>
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c)
or Section 240.14a-12
</TABLE>

AMC ENTERTAINMENT INC.
-------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

-------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

<TABLE>
<S> <C> <C>
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2)
/ / $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3)
/ / Fee computed on table below per Exchange Act
Rules 14a-6(i)(4) and 0-11
1) Title of each class of securities to which
transaction applies:
-----------------------------------------------------
2) Aggregate number of securities to which transaction
applies:
-----------------------------------------------------
3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act
Rule 0-11:*
-----------------------------------------------------
4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------
* Set forth the amount on which the filing fee is calculated
and state how it was determined.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
1) Amount Previously Paid:
-----------------------------------------------------
2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------
3) Filing Party:
-----------------------------------------------------
4) Date Filed:
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</TABLE>
<PAGE>
[LOGO]

AMC ENTERTAINMENT INC.
106 West 14th Street
Kansas City, Missouri 64105
November 8, 1999

TO THE STOCKHOLDERS OF
AMC ENTERTAINMENT INC.:

The Annual Meeting of Stockholders of AMC Entertainment Inc. will be held at
the Town Center 20 Theatres, 11701 Nall, Leawood, Kansas. The meeting will be
held on December 2, 1999, at 11:00 a.m. local time and will be followed by an
informal lunch and a movie. The Board of Directors cordially invites you to
attend.

I hope you will attend the meeting in person, but whether or not you expect
to attend, please sign, date and return the enclosed proxy card now, so that
your shares will be represented at the meeting. You may also vote via the
Internet as indicated on the proxy card instructions. If you do attend the
meeting, you will be entitled to vote in person.

Very truly yours,

[SIGNATURE]

Peter C. Brown
Chairman of the Board
<PAGE>
[LOGO]
AMC ENTERTAINMENT INC.
106 West 14th Street
Kansas City, Missouri 64105
------------------------
Notice of Annual Meeting of Stockholders
To Be Held December 2, 1999
------------------------

TO THE STOCKHOLDERS OF AMC ENTERTAINMENT INC.:

The Annual Meeting of Stockholders of AMC Entertainment Inc. (the "Company")
will be held at the Town Center 20 Theatres, 11701 Nall, Leawood, Kansas. The
meeting will be held on Thursday, December 2, 1999, at 11:00 a.m. local time for
the following purposes:

1. To elect a Board of Directors for the upcoming year;

2. To consider and vote upon a proposal to ratify the appointment of
PricewaterhouseCoopers LLP as independent accountants for the Company
for the fiscal year ending March 30, 2000;

3. To consider and vote upon a proposal to approve the AMC Entertainment
Inc. 1999 Stock Option and Incentive Plan;

4. To consider and vote upon a proposal to approve the AMC Entertainment
Inc. 1999 Stock Option Plan for Outside Directors; and

5. To transact such other business as may properly come before the meeting.

The close of business on November 2, 1999, has been designated as the record
date for the determination of stockholders entitled to notice of and to vote at
the Annual Meeting of Stockholders and any adjournments thereof. A list of such
stockholders will be available for review in the office of the Company's
Secretary on the 17th Floor of the Power and Light Building, located at 106 West
14th Street, Kansas City, Missouri, after November 9, 1999.

By order of the Board of Directors

[SIGNATURE]

Nancy L. Gallagher
Vice President and Secretary
Kansas City, Missouri
November 8, 1999

YOUR VOTE IS IMPORTANT

If you do not expect to attend the meeting in person, it is important that
your shares be represented. Please use the enclosed proxy card to vote on the
matters to be considered at the meeting, sign and date the proxy card and mail
it promptly in the enclosed envelope, which requires no postage if mailed in the
United States. You may also vote via the Internet as indicated on the proxy card
instructions. Any stockholder may revoke his proxy at any time before the
meeting by written notice to such effect, by submitting a subsequently dated
proxy or by attending the meeting and voting in person.

1
<PAGE>
[LOGO]

AMC ENTERTAINMENT INC.
106 West 14th Street
Kansas City, Missouri 64105

PROXY STATEMENT

PROXIES, SOLICITATION AND VOTING:

This Proxy Statement is furnished in connection with the solicitation of the
enclosed proxy by the Board of Directors of AMC Entertainment Inc. (the
"Company") for use at the Annual Meeting of Stockholders to be held at
11:00 a.m. local time on Thursday, December 2, 1999, at the Town Center 20
Theatres, 11701 Nall, Leawood, Kansas. This Proxy Statement and the accompanying
proxy are being mailed to stockholders on or about November 8, 1999.

The Board of Directors of the Company has established November 2, 1999 as
the record date for the meeting. Only stockholders of record at the close of
business on the record date are entitled to notice of and to vote at the Annual
Meeting of Stockholders and any adjournments thereof. At the close of business
on the record date, the Company had outstanding 19,427,098 shares of Common
Stock and 4,041,993 shares of Class B Stock. On all matters other than the
election of Directors, the shares of Common Stock and Class B Stock vote
together as if a single class, with each outstanding share of Common Stock
having one vote per share and each outstanding share of Class B Stock having ten
votes per share.

Properly executed and dated proxies which are received by the Company prior
to the Annual Meeting of Stockholders will be voted in accordance with the
instructions thereon. If a proxy is received with no instructions given with
respect to the matters to be acted upon, the shares represented by the proxy
will be voted (i) for the election of the nominees to the Company's Board of
Directors designated below, (ii) for the ratification of the appointment of
PricewaterhouseCoopers LLP as independent accountants of the Company for the
fiscal year ending March 30, 2000, (iii) for the approval of the AMC
Entertainment Inc. 1999 Stock Option and Incentive Plan (the "1999 Option Plan")
and (iv) for the approval of the AMC Entertainment Inc. 1999 Stock Option Plan
for Outside Directors (the "Directors' Plan"). A proxy may be revoked at any
time by written notice to such effect received by the Secretary of the Company
before the proxy is voted at the Annual Meeting of Stockholders, by delivery to
the Company of a subsequently dated proxy or by a vote cast in person at the
Annual Meeting of Stockholders by written ballot.

The election of directors is determined by a plurality of the votes cast.
Votes that are withheld will be excluded entirely from the vote and will have no
effect. A favorable vote of a majority (based on voting power) of the shares of
Common Stock and Class B Stock voted in person or by proxy at the Annual Meeting
of Stockholders is required for the proposal to ratify the appointment of
PricewaterhouseCoopers LLP as independent accountants for the Company for the
fiscal year ending March 30, 2000 and to approve the 1999 Option Plan and the
Directors' Plan. Under Delaware law and the Company's bylaws, abstentions and
broker non-votes are not counted in the calculation of the vote. The Trustees of
the Durwood Voting Trust established under that certain

2
<PAGE>
1992 Durwood, Inc. Voting Trust Agreement dated December 12, 1992, as amended
and restated as of August 12, 1997 (the "Voting Trust"), which have the power to
vote all shares of Class B Stock, have advised the Company of their intention to
vote in favor of the 1999 Option Plan and the Directors' Plan.

A proxy confers discretionary authority with respect to the voting of the
shares represented thereby on any other business that may properly come before
the meeting (and any adjournments thereof) as to which the Company did not have
notice prior to September 5, 1999. The Board of Directors is not aware that any
such other business is to be presented for action at the meeting and does not
itself intend to present any such other business. However, if any such other
business does come before the meeting, shares represented by proxies given
pursuant to this solicitation will be voted by the persons named in the proxy in
accordance with their best judgment. A proxy also confers discretionary
authority on the persons named therein to approve minutes of last year's Annual
Meeting of Stockholders, to vote on matters incident to the conduct of the
meeting and to vote on the election of any person as a director if a nominee
herein named should decline or become unable to serve as a director for any
reason. The cost of the solicitation of proxies will be paid by the Company.

1. ELECTION OF DIRECTORS

Directors are elected annually, and each holds office until such director's
successor is duly elected and qualified or until such director's earlier
resignation or removal. The by-laws of the Company have been amended to provide
that, effective as of December 2, 1999, the full Board of Directors will consist
of five (5) members. It is anticipated that five (5) directors will be elected
at the meeting. Three (3) of those directors are to be elected by the holders of
Class B Stock, voting as a class, with each outstanding share having one vote
per share, and two (2) of those directors are to be elected by the holders of
Common Stock, voting as a class, with each outstanding share having one vote per
share.

It is intended that shares represented by the proxies will be voted in favor
of the election of the nominees named below who are to be elected by the holders
of Common Stock, unless otherwise directed by stockholders. Each nominee has
consented to being named as a nominee and to serve if elected. In the event any
nominee for director to be elected by the holders of Common Stock should decline
or shall become unable to serve as a director for any reason, it is intended
that the persons named in the proxy will vote for a substitute who will be
designated by the Board of Directors.

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<PAGE>
NOMINEES FOR DIRECTORS

The Company's nominees for Directors are as follows:

<TABLE>
<CAPTION>
YEAR FIRST
ELECTED OR
NAME AGE(1) POSITIONS APPOINTED
- ---- ------ --------- ---------
<S> <C> <C> <C>
Peter C. Brown 41 Chairman of the Board, Chief Executive 1992
Officer, President and Director
Charles J. Egan, Jr. 67 Director 1986
Paul E. Vardeman 69 Director 1983
W. Thomas Grant, II 49 Director 1996
Charles S. Paul 50 Nominee for Director N/A
</TABLE>

- -------------------

(1)As of October 15, 1999.

American Multi-Cinema, Inc. ("AMC") is a wholly owned subsidiary of the
Company. The primary business of AMC is the operation of megaplex and multiplex
theatres, primarily in large metropolitan markets. There are no family
relationships among Directors or between any Director or any Executive Officer
of the Company. At each Annual Meeting of Stockholders, the Company intends to
nominate as directors to be elected by the holders of Common Stock individuals
who are not officers or employees of the Company or its subsidiaries but who may
be incumbent directors.

TO BE ELECTED BY HOLDERS OF CLASS B STOCK

Mr. Peter C. Brown has served as a Director of the Company and AMC since
November 12, 1992. Mr. Brown was elected Chairman of the Board and Chief
Executive Officer of the Company on July 15, 1999 and Chairman of the Board and
Chief Executive Officer of AMC on September 29, 1999. Mr. Brown served as
Co-Chairman of the Board of the Company from May 15, 1998 through July 14, 1999.
Mr. Brown was elected President of the Company on January 10, 1997. Mr. Brown
served as Executive Vice President of the Company from August 3, 1994 to January
10, 1997 and as Executive Vice President of AMC from August 3, 1994 to September
28, 1999. Mr. Brown also serves as Chairman of the Board of Trustees of
Entertainment Properties Trust, a real estate investment trust, and serves on
the Board of Directors of LabONE, Inc. Mr. Brown also serves as a member of the
Board of Trustees of Rockhurst High School, serves on the Board of Directors of
the Greater Kansas City Chamber of Commerce and is a member of the Board of
Advisors for the University of Kansas School of Business. Mr. Brown is a
graduate of the University of Kansas.

Mr. Charles J. Egan, Jr., has served as a Director of the Company since
October 30, 1986. Mr. Egan is Vice President of Hallmark Cards, Incorporated,
and was General Counsel of such company until December 31, 1996. Hallmark Cards,
Incorporated is primarily engaged in the business of greeting cards and related
social expressions products, Crayola crayons and the production of movies for
television. Mr. Egan is a Trustee of the Durwood Voting Trust. Mr. Egan also
serves as a member of the Board of Trustees, Treasurer and Chairman of the
Finance Committee of the Kansas City Art Institute. Mr. Egan holds an A.B.
degree from Harvard University and an LL.B. degree from Columbia University.

4
<PAGE>
Mr. Paul E. Vardeman has served as a Director of the Company since June 14,
1983. Mr. Vardeman was a director, officer and shareholder of the law firm of
Polsinelli, White, Vardeman & Shalton, P.C., Kansas City, Missouri from 1982
until his retirement from such firm in November 1997. Prior thereto,
Mr. Vardeman served as a Judge of the Circuit Court of Jackson County, Missouri.
Mr. Vardeman holds undergraduate and J.D. degrees from the University of
Missouri-Kansas City.

TO BE ELECTED BY HOLDERS OF COMMON STOCK

Mr. W. Thomas Grant, II has served as a Director of the Company since
November 14, 1996. Mr. Grant is Chairman of the Board, Chief Executive Officer,
President and a Director of LabONE, Inc. LabONE, Inc. provides risk appraisal
laboratory services for the insurance industry, clinical testing services for
the healthcare industry and substance abuse testing services for employers.
Mr. Grant also serves on the Boards of Directors of Commerce Bancshares, Inc.,
Kansas City Power & Light Company, Business Men's Assurance Company of America
and Response Oncology, Inc. Mr. Grant holds a B.A. degree from the University of
Kansas and an M.B.A. degree from the Wharton School of Finance at the University
of Pennsylvania.

Mr. Charles S. Paul is Chairman and Co-Founder of Sega GameWorks L.L.C.
Prior to joining Sega GameWorks L.L.C., Mr. Paul was an Executive Vice President
and director of MCA, Inc. from 1989 through March 1996 and served as President
of MCA Enterprises, a division of the company, from 1986 through March 1996.
Mr. Paul also serves on the Boards of Directors of National Golf
Properties, Inc., Entertainment Properties Trust and Interplay Entertainment.
Mr. Paul holds an undergraduate degree from Stanford University and is a
graduate of the University of Santa Clara School of Law.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR W. THOMAS GRANT, II AND
CHARLES S. PAUL AS DIRECTORS OF THE COMPANY.

DIRECTORS' MEETINGS AND COMMITTEES

The Company has a 52/53 week fiscal year ending on the Thursday closest to
the last day of March. The Company's last full fiscal year began on April 3,
1998, and ended on April 1, 1999 ("fiscal 1999").

The Board of Directors of the Company held eight meetings and acted by
unanimous written consent to action five times in fiscal 1999. All directors
attended at least 75% of the aggregate number of meetings of the Board of
Directors and of board committees on which they served.

On November 12, 1998, the Board of Directors appointed an Executive
Committee, composed of Messrs. Stanley H. Durwood, Peter C. Brown and Philip M.
Singleton, an Audit Committee, composed of Messrs. Charles J. Egan, Jr., W.
Thomas Grant, II and John P. Mascotte, and a Compensation Committee, composed of
Messrs. Charles J. Egan, Jr., W. Thomas Grant, II and John P. Mascotte. The
Company does not have a nominating committee.

The principal responsibilities of the Audit Committee are to (i) recommend
to the Board of Directors the accounting firm to serve as independent
accountants of the Company and its subsidiaries, which accounting firm is to be
selected by the Board of Directors or recommended by it for stockholder
approval, (ii) act on behalf of the Board of Directors in meeting with the
independent accountants and the appropriate corporate officers to review matters
relating to corporate financial reporting and accounting procedures and
policies, the adequacy of financial,

5
<PAGE>
accounting and operating controls, and the scope of the respective audits of the
independent accountants, (iii) review the results of the audit and submit to the
Board of Directors of the Company any recommendations the Audit Committee may
have from time to time with respect to financial reporting and accounting
practices and policies, observed wrongdoing and existing and potential future
financial problems, and financial, accounting and operations controls and
safeguards, and (iv) approve all material transactions between the Company or
any of its subsidiaries and related parties to such companies. Transactions
between the Company and members of the Durwood family also must be approved by
Messrs. W. Thomas Grant, II and John P. Mascotte through November 13, 1999. The
Audit Committee held three meetings during fiscal 1999.

The principal responsibilities of the Compensation Committee are to
(i) review and recommend periodically the compensation to be paid to the
Executive Officers of the Company and its subsidiaries, including the amount and
timing of bonus payments and other incentive compensation awards, and
(ii) oversee the preparation of the reports and other information required to be
disclosed in connection with any filing under the Securities Act of 1933 or the
Securities Exchange Act of 1934 with respect to the compensation of Executive
Officers. The Compensation Committee held eight meetings during fiscal 1999.

COMPENSATION OF DIRECTORS

Each of the Company's current non-employee directors received an annual fee
of $32,000 for service on the Board of Directors and an additional $4,000 for
each committee of the Board on which he served and, in addition, received $1,500
and $1,000, respectively, for each Board and board committee meeting which he
attended. For the fiscal year ended April 1, 1999, Messrs. Charles J. Egan, Jr.,
W. Thomas Grant, II, John P. Mascotte and Paul E. Vardeman received $68,000,
$72,000, $71,000 and $59,000, respectively, for their services.

The Board of Directors has also authorized that Messrs. Charles J. Egan, Jr.
and Paul E. Vardeman be paid reasonable compensation for their services as
members of a special committee (the "Special Committee") appointed to consider
the 1997 merger of the Company with Durwood, Inc. (the "Merger"), at that time
the majority stockholder of the Company, and the related 1998 secondary stock
offering by Mr. Stanley H. Durwood and his children. See "The Merger." During
the fiscal year ended April 1, 1999, Messrs. Charles J. Egan, Jr. and Paul E.
Vardeman each received $50,000 for their services related to the Special
Committee.

Non-employee directors elected at the Annual Meeting of Stockholders to be
held on December 2, 1999 will receive an annual fee of $65,000 for service on
the Board of Directors and, in addition, $1,500 and $1,000, respectively, for
each Board and board committee meeting which they attend. It is proposed that
non-employee directors be allowed to elect to receive up to all of their annual
$65,000 fee in the form of stock options and that they receive a one time grant
of stock options valued at $14,000. See Proposal 4. "AMC Entertainment Inc. 1999
Stock Option Plan for Outside Directors."

6
<PAGE>
EXECUTIVE OFFICERS

The Company's and its subsidiaries' Executive Officers are as follows:

<TABLE>
<CAPTION>
NAME AGE(1) POSITIONS
- ---- ------ ---------
<S> <C> <C>
Peter C. Brown(2) 41 Chairman of the Board, Chief Executive Officer and
Director (the Company and AMC); President (the Company)
Philip M. Singleton 53 Executive Vice President and Director (the Company);
President, Chief Operating Officer and Director (AMC)
John D. McDonald 42 Executive Vice President, North American Operations
(AMC)
Mark A. McDonald 41 Executive Vice President, International Operations (AMC
Entertainment International, Inc.)
Richard M. Fay 50 President (AMC Film Marketing, a division of AMC)
Richard T. Walsh 46 Executive Vice President, Film Operations (AMC Film
Marketing)
Craig R. Ramsey 48 Senior Vice President, Finance and Chief Accounting
Officer (the Company and AMC); Director (AMC)
James V. Beynon 51 Senior Vice President and Treasurer (the Company and
AMC)
</TABLE>

- -------------------

(1)As of October 15, 1999.

(2)For biographical information on this Executive Officer, see "Directors
and Nominees for Directors."

All current Executive Officers of the Company and its subsidiaries hold such
offices at the pleasure of the Company's Board of Directors, subject, in the
case of Messrs. Brown, Singleton, John D. McDonald, Mark A. McDonald, Fay and
Walsh, to rights under their respective employment agreements. There are no
family relationships between any Executive Officers except that Messrs. John D.
McDonald and Mark A. McDonald are brothers.

Mr. Philip M. Singleton has served as a Director of the Company and AMC
since November 12, 1992. Mr. Singleton was elected President of AMC on January
10, 1997. Mr. Singleton has served as Executive Vice President of the Company
since August 3, 1994. Mr. Singleton has served as Chief Operating Officer of AMC
since November 14, 1991. Mr. Singleton served as Executive Vice President of AMC
from August 3, 1994 to January 10, 1997. Mr. Singleton served as Senior Vice
President of the Company and AMC from November 14, 1991 until his appointment as
Executive Vice President on August 3, 1994.

Mr. John D. McDonald has served as Executive Vice President, North American
Operations of AMC since October 1, 1998. Prior thereto, Mr. McDonald served as
Senior Vice President, corporate operations from November 9, 1995 until his
promotion to Executive Vice President on October 1, 1998. Mr. McDonald served as
Vice President, corporate operations from September 22, 1992 through
November 9, 1995.

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<PAGE>
Mr. Mark A. McDonald has served as Executive Vice President, International
Operations of AMC Entertainment International, Inc., a subsidiary of the
Company, since December 7, 1998. Prior thereto, Mr. McDonald served as Senior
Vice President, Asia Operations from November 9, 1995 until his appointment as
Executive Vice President in December 1998. Mr. McDonald previously served as
Vice President, Finance of AMC from October 1, 1992 to November 9, 1995.

Mr. Richard M. Fay has served as President, AMC Film Marketing, a division
of AMC, since September 8, 1995. Previously, Mr. Fay served as Senior Vice
President and Assistant General Sales Manager of Sony Pictures from 1994 until
joining AMC.

Mr. Richard T. Walsh has served as Executive Vice President, Film
Operations, AMC Film Marketing, a division of AMC, since September 29, 1999.
Prior thereto, Mr. Walsh served as Senior Vice President in charge of operations
for the West Division of AMC from July 1, 1994.

Mr. Craig R. Ramsey has served as Senior Vice President, Finance of the
Company and AMC since August 20, 1998. Mr. Ramsey was elected Chief Accounting
Officer of the Company and AMC effective October 15, 1999. Prior thereto,
Mr. Ramsey served as Vice President, Finance from January 17, 1997 and as
Director of Information Systems and Director of Financial Reporting since
joining AMC on February 1, 1995. Previously, Mr. Ramsey served as Vice
President, Corporate Accounting and Data Processing for Mid-America
Dairymen, Inc.

Mr. James V. Beynon has served as Senior Vice President of the Company and
AMC since September 29, 1999. Prior thereto, Mr. Beynon served as Vice President
of the Company and AMC from September 19, 1994. Mr. Beynon has served as
Treasurer of the Company and AMC since September 19, 1994. Mr. Beynon served as
Assistant Treasurer of the Company and AMC from November 18, 1993 to
September 19, 1994.

8
<PAGE>
COMPENSATION OF MANAGEMENT

The following table provides certain summary information concerning
compensation paid or accrued by the Company to or on behalf of the Company's
Chief Executive Officer and each of the four other most highly compensated
Executive Officers of the Company (determined as of the end of the last fiscal
year and hereafter referred to as the "Named Executive Officers") for the last
three fiscal years ended April 1, 1999, April 2, 1998 and April 3, 1997,
respectively.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
---------------------------------- AWARDS-
OTHER(1) SECURITIES ALL(2)
FISCAL ANNUAL UNDERLYING OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS/SARS COMPENSATION
- --------------------------- -------- -------- -------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Stanley H. Durwood(3) 1999 $567,008 $ -- N/A 150,000 $--
Chief Executive Officer 1998 536,558 -- N/A -- --
1997 527,322 -- N/A 65,000 --
Peter C. Brown 1999 409,241 -- N/A 125,000 5,334
President and Chief 1998 296,444 -- N/A -- 4,960
Financial Officer 1997 271,364 25,500 N/A 4,500 4,976
Philip M. Singleton 1999 383,702 -- N/A 100,000 5,317
Chief Operating Officer 1998 316,679 -- N/A -- 4,896
1997 303,125 28,500 N/A 4,500 5,003
Richard T. Walsh 1999 238,666 -- N/A -- 4,639
Senior Vice President 1998 226,441 60,000 N/A -- 4,805
1997 223,073 41,545 N/A 2,250 4,964
Richard M. Fay 1999 298,075 -- N/A -- 4,503
President - AMC Film 1998 286,982 45,000 N/A -- 4,676
Marketing 1997 294,369 32,650 N/A 2,250 1,464
</TABLE>

- -------------------

(1)For the years presented, perquisites and other personal benefits did not
exceed the lesser of $50,000 or 10% of total annual salary and bonus.

(2)For fiscal 1999, 1998 and 1997, All Other Compensation is comprised of
AMC's contributions under AMC's 401(k) Savings Plan and Non-Qualified Deferred
Compensation Plan, both of which are defined contribution plans.

(3)Mr. Stanley H. Durwood died on July 14, 1999.

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<PAGE>
OPTION GRANTS

The following table provides certain information concerning individual
grants of stock options made during the last completed fiscal year under the AMC
Entertainment Inc. 1994 Stock Option and Incentive Plan (the "1994 Option Plan")
to each of the Named Executive Officers.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
NUMBER OF % OF TOTAL STOCK PRICE
SECURITIES OPTIONS/SARS EXERCISE APPRECIATION FOR
UNDERLYING GRANTED TO OR BASE OPTION TERM(2)
OPTIONS/ EMPLOYEES IN PRICE EXPIRATION ---------------------
NAME SARS GRANTED(1) FISCAL YEAR ($/SHARE) DATE 5% ($) 10% ($)
- ---- --------------- ------------ --------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Stanley H. Durwood(3) 65,000 17.33% $19.125 05/14/08 $781,795 $1,981,221
85,000 22.67% 16.813 11/12/08 898,730 2,277,558
Peter C. Brown 65,000 17.33% 19.125 05/14/08 781,795 1,981,221
60,000 16.00% 16.813 11/12/08 634,397 1,607,688
Philip M. Singleton 65,000 17.33% 19.125 05/14/08 781,795 1,981,221
35,000 9.34% 16.813 11/12/08 370,065 937,818
Richard T. Walsh -- -- -- -- -- --
Richard M. Fay -- -- -- -- -- --
</TABLE>

- -------------------

(1)The stock options granted during the fiscal year ended April 1, 1999 are
fully vested.

(2)These columns show the hypothetical gains of "option spreads" of the
outstanding options granted based on assumed annual compound stock appreciation
rates of 5% and 10% over the options' terms. The 5% and 10% assumed rates of
appreciation are mandated by the rules of the Securities and Exchange Commission
(the "SEC") and do not represent the Company's estimate or projections of the
future prices of the Company's Common Stock.

(3)Mr. Stanley H. Durwood died on July 14, 1999.

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<PAGE>
OPTION EXERCISES AND HOLDINGS

The following table provides information with respect to the Named Executive
Officers concerning the exercise of options during the last fiscal year and
unexercised options held as of April 1, 1999.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS IN-THE-MONEY OPTIONS/
SHARES AT FY-END SARS AT FY-END(1)
ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Stanley H. Durwood(2).... -- $ -- 237,500 -- $ 70,313 $--
Peter C. Brown........... -- -- 284,000 -- 857,813 --
Philip M. Singleton...... -- -- 233,600 -- 714,938 --
Richard T. Walsh......... -- -- 29,500 -- 138,344 --
Richard M. Fay........... -- -- 2,250 -- -- --
</TABLE>

- -------------------

(1)Values for "in-the-money" outstanding options represent the positive
spread between the respective exercise prices of the outstanding options and the
value of the Company's Common Stock as of April 1, 1999.

(2) Mr. Stanley H. Durwood died on July 14, 1999.

DEFINED BENEFIT RETIREMENT AND SUPPLEMENTAL EXECUTIVE RETIREMENT PLANS

AMC sponsors a defined benefit retirement plan (the "Retirement Plan") which
provides benefits to certain employees of AMC and its subsidiaries based upon
years of credited service and the highest consecutive five-year average annual
remuneration for each participant. For purposes of calculating benefits, average
annual compensation is limited by Section 401(a)(17) of the Internal Revenue
Code (the "Code"), and is based upon wages, salaries and other amounts paid to
the employee for personal services, excluding certain special compensation. A
participant earns a vested right to an accrued benefit upon completion of five
years of vesting service.

AMC also sponsors a Supplemental Executive Retirement Plan to provide the
same level of retirement benefits that would have been provided under the
Retirement Plan had the federal tax law not been changed in the Omnibus Budget
Reconciliation Act of 1993, which reduced the amount of compensation which can
be taken into account in a qualified retirement plan from $235,840 (in 1993),
the old limit, to $160,000 (in 1999).

The following table shows the total estimated annual pension benefits
(without regard to minimum benefits) payable to a covered participant under
AMC's Retirement Plan and the

11
<PAGE>
Supplemental Executive Retirement Plan, assuming retirement in calendar 1999 at
age 65 payable in the form of a single life annuity. The benefits are not
subject to any deduction for Social Security or other offset amounts. The
following table assumes the old limit would have been increased to $270,000 in
1999.

<TABLE>
<CAPTION>
HIGHEST CONSECUTIVE YEARS OF CREDITED SERVICE
FIVE YEAR AVERAGE ----------------------------------------------------
ANNUAL COMPENSATION 15 20 25 30 35
------------------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$125,000................................ $17,716 $23,621 $29,527 $35,432 $41,337
150,000................................ 21,466 28,621 35,777 42,932 50,087
175,000................................ 25,216 33,621 42,027 50,432 58,837
200,000................................ 28,966 38,621 48,277 57,932 67,587
225,000................................ 32,716 43,621 54,527 65,432 76,337
250,000................................ 36,466 48,621 60,777 72,932 85,087
270,000................................ 39,466 52,621 65,777 78,932 92,087
</TABLE>

As of April 1, 1999, the years of credited service under the Retirement Plan
for each of the Named Executive Officers were: Mr. Peter C. Brown, eight years,
Mr. Philip M. Singleton, 25 years, Mr. Richard T. Walsh, 24 years; and
Mr. Richard M. Fay, three years. The estimated annual benefit Mr. Stanley H.
Durwood accrued under the Supplemental Executive Retirement Plan was $14,400 and
is not included in the Summary Compensation Table. Mr. Stanley H. Durwood died
on July 14, 1999.

AMC has established a Retirement Enhancement Plan ("REP") for the benefit of
officers who from time to time may be designated as eligible participants
therein by the Board of Directors. The REP is a non-qualified deferred
compensation plan designed to provide an unfunded retirement benefit to an
eligible participant in an amount equal to (i) sixty percent (60%) of his or her
average compensation (including paid and deferred incentive compensation) during
the last three full years of employment, less (ii) the sum of (A) such
participant's benefits under the Retirement Plan and Social Security, and (B)
the amount of a straight life annuity commencing at the participant's normal
retirement date attributable to AMC's contributions under the Supplemental
Executive Retirement Plan, the 401(k) Savings Plan, the Non-Qualified Deferred
Compensation Plan and the Executive Savings Plan. The base amount in clause (i)
will be reduced on a pro rata basis if the participant completes fewer than
twenty-five (25) years of service. The REP benefit vests upon the participant's
attainment of age 55 or completion of fifteen (15) years of service, whichever
is later, and may commence to a vested participant retiring on or after age 55
(who has participated in the plan for at least 5 years) on an actuarially
reduced basis (6 2/3% for each of the first five years by which commencement
precedes age 65 and an additional 3 1/3% for each year by which commencement
precedes age 60). Benefits commence at a participant's normal retirement date
(i.e., the later of age 65 or the participant's completion of five years of
service with AMC) whether or not the participant continues to be employed by
AMC. The accrued benefit payable upon total and permanent disability is not
reduced by reason of early commencement. Participants become fully vested in
their rights under the REP if their employment is terminated without cause or as
a result of a change in control, as defined in the REP. No death, disability or
retirement benefit is payable prior to a participant's early retirement date or
prior to the date any severance payments to which the participant is entitled
cease.

Mr. Stanley H. Durwood, Mr. Peter C. Brown and Mr. Philip M. Singleton have
been designated as eligible to participate in the REP. The amount payable to
Mr. Durwood with respect to

12
<PAGE>
fiscal 1999 under the REP was $345,000 and is not included in the Summary
Compensation Table. The estimated monthly amounts that Mr. Brown and
Mr. Singleton will be eligible to receive under the REP at age 65 are $41,000
and $54,000, respectively; such amounts are based on certain assumptions
respecting their future compensation amounts and the amounts of AMC
contributions under other plans. Actual amounts received by such individuals
under the REP may be different than those estimated.

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS

Mr. Stanley H. Durwood had an employment agreement with the Company and AMC
dated January 26, 1996 retaining him as Chairman and Chief Executive Officer and
President. It provided for an annual base salary of no less than $500,000, plus
payments and awards under AMC's Executive Incentive Program ("EIP"), the 1994
Option Plan and other bonus plans in effect for Executive Officers at a level
reflecting his position, plus such other amounts as may be paid under any other
compensatory arrangement as determined in the sole discretion of the
Compensation Committee. Mr. Durwood's annual base salary at the date of his
death (July 14, 1999) was $567,000. The Company had also agreed to use its best
efforts to provide Mr. Durwood up to $5,000,000 in life insurance and to pay the
premiums thereon and taxes resulting from such payment. Mr. Durwood's employment
agreement had a term of three years and was automatically extended one year on
its anniversary date, January 26, so that as of such date each year the
agreement had a three-year term. The employment agreement was terminable without
severance if he engaged in intentional misconduct or a knowing violation of law
or breached his duty of loyalty to the Company. The agreement provided for
severance payments in the event of Mr. Durwood's death equal to three times the
sum of his annual base salary in effect at the time of termination plus the
average of annual incentive or discretionary cash bonuses paid during the three
fiscal years preceding the year of termination. The Company could elect to pay
such severance payments in monthly installments over a period of three years or
in a lump sum after discounting such amount to its then present value. On
July 26, 1999, the Company paid $1,507,833 in settlement of Mr. Durwood's
employment agreement.

Messrs. Peter C. Brown, Philip M. Singleton, Richard T. Walsh and Richard M.
Fay have entered into employment agreements with the Company providing for
annual base salaries of no less than the following amounts: Mr. Brown -
$400,000; Mr. Singleton - $375,000; Mr. Walsh - $230,041 and Mr. Fay - $285,031.
The agreements also provide for discretionary bonuses, an automobile allowance,
reimbursement of reasonable travel and entertainment expenses and other benefits
offered from time to time to other Executive Officers. The employment agreements
of Mr. Brown and Mr. Singleton have terms of three years and those of Mr. Walsh
and Mr. Fay have terms of two years. On the anniversary date of each agreement,
one year shall be added to its term, so that each employment agreement shall
always have a three year or two year term, as the case may be, as of each
anniversary date. Each employment agreement terminates generally without
severance if such employee is terminated for cause, as defined in the employment
agreement, or upon such employee's resignation, death or disability, as defined
in his employment agreement. Pro rata bonus payments will be made upon
termination by reason of disability or death. If either Mr. Brown or
Mr. Singleton is terminated without cause or terminates his agreement following
a material breach by the Company or a change in control, as defined in the
agreement, he will be entitled to receive (i) a lump sum cash payment equal to
the lesser of 4.5 times current base salary or 2.99 times average annual W-2
earnings for the prior five years and (ii) the value of all outstanding employee
stock options held by such employee. If either Mr. Walsh or Mr. Fay is

13
<PAGE>
terminated without cause or terminates his agreement subsequent to specified
changes in his responsibilities, base salary or benefits following a change in
control, as defined in the agreement, he will be entitled to receive a lump sum
cash payment equal to two years base salary. In addition, if either Mr. Brown or
Mr. Singleton dies, is terminated without cause or terminates his agreement
following a material breach by the Company or a change in control, the Company
will redeem shares of the Company's Common Stock previously purchased by him
with the proceeds of a loan from the Company. (Mr. Brown financed the purchase
of 375,000 shares of the Company's Common Stock with such a loan and
Mr. Singleton financed the purchase of 250,000 shares of the Company's Common
Stock with such a loan). In such event, if the employee's obligations under the
note to the Company exceed the value of the stock which he acquired with the
note proceeds, the Company will forgive a portion of such excess in an amount
based on a formula set forth in the agreement. The amounts payable to the Named
Executive Officers under these employment agreements, assuming termination by
reason of a change in control as of October 15, 1999 were as follows:
Mr. Brown - $1,045,000; Mr. Singleton - $1,398,000; Mr. Walsh - $570,000; and
Mr. Fay - $570,000, not including the value of outstanding employee stock
options. The value of outstanding employee stock options payable to the Named
Executive Officers under these employment agreements, assuming termination by
reason of a change of control as of October 15, 1999, were as follows:
Mr. Brown - $588,210 and Mr. Singleton - $489,658. The amount of note proceeds
that would be forgiven by the Company assuming termination by reason of a change
in control as of October 15, 1999 were as follows: Mr. Brown - $1,072,250 and
Mr. Singleton - $0.

As permitted by the 1994 Option Plan, stock options granted to participants
thereunder provide for acceleration upon the termination of employment within
one year after the occurrence of certain change in control events, whether such
termination is voluntary or involuntary, or with or without cause. In addition,
the Compensation Committee may permit acceleration upon the occurrence of
certain extraordinary transactions which may not constitute a change in control.
Options granted under the 1994 Option Plan during fiscal 1999 vested
immediately.

AMC maintains a severance pay plan for full-time salaried nonbargaining
employees with at least 90 days of service. For an eligible employee who is
subject to the Fair Labor Standards Act ("FLSA") overtime pay requirements (a
"nonexempt eligible employee"), the plan provides for severance pay in the case
of involuntary termination of employment due to layoff of the greater of two
weeks' basic pay or one weeks' basic pay multiplied by the employee's full years
of service up to no more than twelve weeks' basic pay. There is no severance pay
for a voluntary termination, unless up to two weeks' pay is authorized in lieu
of notice. There is no severance pay for an involuntary termination due to an
employee's misconduct. Only two weeks' severance pay is paid for an involuntary
termination due to substandard performance. For an eligible employee who is
exempt from the FLSA overtime pay requirements, severance pay is discretionary
(at the Department Head/Supervisor level), but will not be less than the amount
that would be paid to a nonexempt eligible employee.

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

THE REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS SHALL NOT
BE DEEMED INCORPORATED BY REFERENCE BY ANY GENERAL STATEMENT INCORPORATING BY
REFERENCE THIS PROXY STATEMENT INTO ANY FILING UNDER THE SECURITIES ACT OF 1933
OR UNDER THE SECURITIES EXCHANGE ACT OF 1934, EXCEPT TO THE EXTENT THAT THE
COMPANY SPECIFICALLY INCORPORATES THIS INFORMATION BY REFERENCE, AND SHALL NOT
OTHERWISE BE DEEMED FILED UNDER SUCH ACTS.

The Compensation Committee of the Board of Directors of the Company (the
"Committee") is composed of three independent non-employee directors. The
Committee is responsible for

14
<PAGE>
developing the executive compensation strategy of the Company and its
subsidiaries. In carrying out its responsibilities, the Committee, among other
things, reviews the policies of comparable companies and consults with an
independent compensation consulting firm.

The following is a summary of the Committee's activities for the fiscal year
ended April 1, 1999. The annual base salaries discussed below are those
established at the beginning of fiscal 1999, i.e., in the spring of 1998. The
annual incentive cash bonus section pertains to performance for fiscal 1999 and
payments, if any, are paid early in the next fiscal year, in this case, in the
spring of 1999. The stock incentives section pertains to grants made under the
AMC Entertainment Inc. 1994 Stock Option and Incentive Plan (the "1994 Option
Plan") for fiscal 1999.

COMPENSATION POLICY. The Company's executive compensation policy has four
overall objectives:

- To align the interests of Executive Officers with those of the Company and
its stockholders.

- To link compensation to the performance of the Company as well as to the
individual contribution of each Executive Officer.

- To maintain total direct compensation (salary plus annual incentive plus
equity based compensation), when performance is at target levels, at rates
that are at the third quartile of the total direct compensation market for
comparable companies. Because of the relatively small number of motion
picture exhibition companies, this comparison has included companies
engaged in other businesses.

- To compensate executives at a level which is competitive in the
marketplace so that the Company can continue to attract, motivate and retain
executives with outstanding abilities.

In fiscal 1999, the Company began restructuring senior executive positions
and accountabilities to ensure a smooth transition in leadership. As part of
that restructuring process, the Committee reviewed and updated the compensation
programs for key senior executives with three objectives: (i) ensuring that
compensation for incumbents whose positions had changed substantially was set at
competitive levels; (ii) securing appropriate compensation programs and
employment agreements for these executives in order to retain them; and (iii)
providing the opportunity to these key senior executives to substantially
increase their stock holdings.

ANNUAL BASE SALARY. The annual base salary of the Company's Executive
Officers was reviewed and approved by the Committee. Annual base salaries for
the Company's Executive Officers are determined with reference to a "position
rate" for each of the Executive Officers. The position rate is determined by
evaluating the responsibilities of the position and comparing it with that of
similar positions in comparable companies as well as companies generally.

For fiscal 1999, the Committee approved an annual merit increase for
Mr. Stanley H. Durwood of 5% of annual base salary. See "CEO Compensation."

The average merit increase for the Executive Officers whose position
accountabilities did not change in fiscal 1999 as a result of the planned
transition in leadership was 2.9%, which was well below the average merit
increases for executives in companies in the comparison market, reflecting the
Company's performance in fiscal 1999.

15
<PAGE>
Messrs. Peter C. Brown and Philip M. Singleton received higher increases in
base salary, reflecting the substantial changes in accountability for these
executives in the leadership transition process. Mr. Peter C. Brown was named
Co-Chairman of the Board on May 15, 1998 as part of the Company's succession
planning and with the approval of Mr. Stanley H. Durwood and the Company's Board
of Directors. Mr. Philip M. Singleton's position accountability increased as
Mr. Stanley H. Durwood became less active in certain aspects of the operations
of the Company.

ANNUAL INCENTIVE CASH BONUS. The Committee approved an Executive Incentive
Program (the "EIP") in fiscal 1994 as an incentive for executives to improve the
financial success of the Company. Eligible employees, including Executive
Officers, are rewarded with annual incentive cash bonuses if certain performance
criteria are met and/or exceeded. For fiscal 1999, the Committee determined that
the performance criteria for the annual incentive cash bonus would be based upon
company, division and personal components. For fiscal 1999, the company
component was based upon achievement of an EBITDA (earnings before interest,
taxes, depreciation and amortization) target. The Company did not meet the
threshold level of its established EBITDA target in fiscal 1999 and no annual
incentive cash bonuses were awarded to Executive Officers.

1994 OPTION PLAN. At the Company's Annual Meeting of Stockholders held on
November 10, 1994, the Company's stockholders approved the 1994 Option Plan.
Consistent with the Committee's policy of aligning the interests of its
executives with those of the stockholders, the Committee used the 1994 Option
Plan to incorporate equity based awards into the ongoing compensation package
for executives.

The Committee recommended, and the Company's Board of Directors approved, a
stock program for key senior executives designed to achieve two objectives:
increasing their ownership of shares of the Company's Common Stock and providing
an additional retention element in their compensation packages. The program,
designed in consultation with an independent compensation consulting firm,
provides for interest bearing loans to be made to these executives for the
purchase of stock. For each share of stock purchased, stock options and/or
performance shares were to be granted to the executives in the program. In
fiscal 1999, participation in the program was offered to Messrs. Stanley H.
Durwood, as Co-Chairman of the Board and Chief Executive Officer, and Peter C.
Brown and Philip M. Singleton, as a part of the leadership transition process.
In anticipation of these executives' participation in the program, the Committee
approved discretionary grants of options to Messrs. Stanley H. Durwood, Peter C.
Brown and Philip M. Singleton for 150,000, 125,000 and 100,000 shares of the
Company's Common Stock, respectively.

The program was designed so that the participants would be rewarded if the
price of the Company's Common Stock substantially increased over the five year
term of the loans. The Company loaned Mr. Brown $5,625,000 to purchase 375,000
shares of the Company's Common Stock and the Company loaned Mr. Singleton a net
amount of $2,954,000 to purchase 250,000 shares of the Company's Common Stock.
Mr. Stanley H. Durwood declined to participate in the program. See "CEO
Compensation."

Transition issues precluded the Committee from making the intended grants of
performance shares in conjunction with the program in fiscal 1999. The Committee
will consider grants of performance shares or performance based cash bonuses for
participants in this program in future years, as the third element of a planned
performance based program. In future years, the Committee will also consider
making this program available or making stock option grants to other Executive
Officers as part of a planned program of increasing stock ownership among
executives.

16
<PAGE>
EMPLOYMENT AGREEMENTS. As part of the Committee's plan for the eventual
transition of the leadership of the Company, Messrs. Peter C. Brown and Philip
M. Singleton each entered into a three year employment agreement with the
Company on January 1, 1999. The Company has also entered into employment
agreements with other Executive Officers as part of the larger transition plan.
See "Employment Contracts, Termination of Employment and Change in Control
Arrangements."

CEO COMPENSATION. Mr. Stanley H. Durwood's fiscal 1999 annual base salary
was reviewed and approved by the Committee. See "Annual Base Salary."
Mr. Durwood received, at the beginning of fiscal 1999, a 5% increase in annual
base salary as a merit increase to bring his annual base salary to a competitive
level for his position. Mr. Durwood received no annual incentive cash bonus
(either Company component or personal component) for fiscal 1999 because the
Company did not attain its threshold level of EBITDA target under its
performance goals.

The Company established a Retirement Enhancement Plan (the "REP") with an
effective date of March 29, 1996 and designated Mr. Stanley H. Durwood and
certain other Executive Officers as participants in the REP. See "Defined
Benefit Retirement and Supplemental Executive Retirement Plans." Because
Mr. Stanley H. Durwood's participation requirements had been met, Mr. Durwood
was paid $345,000 in fiscal 1999 with the Committee's approval.

Mr. Stanley H. Durwood was granted options to purchase 150,000 shares of the
Company's Common Stock in fiscal 1999 as part of a program (discussed earlier)
recommended by the Compensation Committee and approved by the Company's Board of
Directors to offer loans to purchase Company Common Stock along with grants of
options under the 1994 Option Plan. See "1994 Option Plan." Mr. Stanley H.
Durwood was precluded by securities laws from purchasing shares of the Company's
Common Stock at this time, because he was then a seller of shares of the
Company's Common Stock in a secondary offering. By the time Mr. Stanley H.
Durwood was eligible to participate in the program, he was again undergoing
treatment for esophageal cancer and so declined the opportunity to participate
in the program. Mr. Stanley H. Durwood died on July 14, 1999.

IMPACT OF INTERNAL REVENUE CODE SECTION 162(m). During 1993, Section 162 of
the Internal Revenue Code of 1986, as amended (the "Code"), was amended with
respect to the tax deductibility of executive compensation. Under the Code,
publicly held companies such as the Company may not deduct compensation paid to
certain Executive Officers to the extent that an executive's compensation
exceeds $1,000,000 in any one year, unless such compensation is "performance
based." Although the Committee has attempted to design the Company's executive
compensation programs so that compensation received pursuant to the compensation
programs will be deductible under Section 162(m) of the Code, in certain
circumstances it may not be possible or practicable or in the Company's best
interests to so qualify compensation programs. In any event, the Committee
anticipates that, in most instances, treatment under Section 162(m) of the Code
will not be an issue because generally no Executive Officer's non-performance
based compensation will exceed $1,000,000 in any one year.

COMPENSATION COMMITTEE
Charles J. Egan, Jr.
W. Thomas Grant, II
John P. Mascotte

17
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Executive Committee recommended to the Compensation Committee for its
review and approval the annual base salaries of Executive Officers other than
the Named Executive Officers. The members of the Executive Committee were
Messrs. Stanley H. Durwood, Peter C. Brown and Philip M. Singleton.

Mr. Charles J. Egan, Jr. is a member of the Compensation Committee.
Mr. Egan is a Trustee of the Voting Trust, which has the power to vote all
shares of the Company's Class B Stock, and is also a Trustee of the Revocable
Trust established under that certain Revocable Trust Agreement of Mr. Stanley H.
Durwood dated August 14, 1989, as amended and restated as of May 12, 1999 (the
"Revocable Trust"), which is the beneficial owner of all shares of the Company's
Class B Stock.

STOCK PERFORMANCE GRAPH

THE STOCK PERFORMANCE GRAPH SHALL NOT BE DEEMED INCORPORATED BY REFERENCE BY
ANY GENERAL STATEMENT INCORPORATING BY REFERENCE THIS PROXY STATEMENT INTO ANY
FILING UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES EXCHANGE ACT OF
1934, EXCEPT TO THE EXTENT THAT THE COMPANY SPECIFICALLY INCORPORATES THIS
INFORMATION BY REFERENCE, AND SHALL NOT OTHERWISE BE DEEMED FILED UNDER SUCH
ACTS.

The following line graph compares the yearly percentage change in the
cumulative total stockholder return on the Company's Common Stock with (i) the
cumulative total return on the Standard and Poor's Corporation Composite 500
Index and (ii) a peer group of companies primarily engaged in the motion picture
exhibition industry, for the period of five fiscal years commencing March 31,
1994 and ending April 1, 1999. The comparison assumes $100 was invested on March
31, 1994 in the Company's Common Stock and in each of the foregoing indices, and
further assumes the reinvestment of dividends. The peer group companies include
Carmike Cinemas, Inc., Cineplex Odeon Corporation, Loews Cineplex Entertainment
Corporation, GC Companies, Inc. and Regal Cinemas, Inc.

18
<PAGE>
Set forth below are three lines as follows: (i) the Company's Common Stock
performance for the past five fiscal years; (ii) the Standard and Poor's
Corporation Composite 500 Index performance for the past five fiscal years; and
(iii) the "peer group" performance for the past five fiscal years. The peer
group includes Carmike Cinemas, Inc. and GC Companies, Inc.'s performance for
five years. The peer group also includes the performance of Cineplex Odeon
Corporation for the period March 31, 1994 until May 14, 1998, at which time it
combined with LTM Holdings, Inc. On the date of the combination, outstanding
shares of Cineplex Odeon Corporation were exchanged for shares of Loews Cineplex
Entertainment Corporation. Loews Cineplex Entertainment Corporation began
trading publicly on May 15, 1998 and is included in the peer group performance
for the period May 15, 1998 through April 1, 1999. Also, Regal Cinemas, Inc.'s
performance is included in the peer group for the period March 31, 1994 through
May 27, 1998. Regal Cinemas, Inc. completed a merger on May 27, 1998 with an
affiliate of Kohlberg Kravis Roberts & Co. L.P. and an affiliate of Hicks, Muse,
Tate & Furst Incorporated, with Regal Cinemas, Inc. as the surviving
corporation. This merger resulted in a recapitalization in which existing
shareholders of Regal Cinemas, Inc. received cash for their shares of common
stock. Thus, Regal Cinemas, Inc.'s common stock was not publicly traded after
May 27, 1998.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
AMC S&P 500 PEER GROUP
<S> <C> <C> <C>
1994 $100 $100 $100
1995 $112 $116 $100
1996 $227 $154 $144
1997 $187 $182 $160
1998 $222 $277 $184
1999 $140 $325 $118
</TABLE>

19
<PAGE>
SECURITY OWNERSHIP OF BENEFICIAL OWNERS

The following table sets forth certain information as of October 15, 1999
with respect to principal owners of each class of the Company's voting
securities:

<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER BENEFICIALLY OWNED CLASS
- -------------- ---------------- ------------------ ----------
<S> <C> <C> <C>
Common Stock Brian H. Durwood(1) 1,123,480(1)(2) 5.8%(1)(2)
24 Meadow Ridge Drive
Corte Madera, CA 94925
Peter J. Durwood(1) 1,123,480(1) 5.8%(1)
666 West End
New York, NY 10025
Thomas A. Durwood(1) 1,123,480(1)(3) 5.8%(1)(3)
P.O. Box 7208
Rancho Santa Fe, CA 92067
Elissa D. Grodin(1) 1,123,480(1) 5.8%(1)
187 Chestnut Hill Road
Wilton, CT 06897
EnTrust Capital Inc.(4) 982,559(4) 5.1%(4)
650 Madison Ave.
New York, NY 10022
Class B Stock Raymond F. Beagle, Jr.(1) 4,041,993(1) 100%
2345 Grand Blvd.
Kansas City, MO 64108
Charles J. Egan, Jr.(1) 4,041,993(1) 100%
106 West 14th Street
Kansas City, MO 64105
</TABLE>

- -------------------

(1)Mrs. Carol D. Journagan, Mr. Edward D. Durwood, Mr. Thomas A. Durwood,
Mrs. Elissa D. Grodin, Mr. Brian H. Durwood and Mr. Peter J. Durwood are the
children (the "Durwood Children") of Mr. Stanley H. Durwood, the Company's
founder who died on July 14, 1999. Mr. Stanley H. Durwood and the Durwood
Children (collectively, the "Durwood Family Stockholders") formerly held their
stock in the Company through a holding company, Durwood, Inc. ("DI"), and
acquired their shares on August 15, 1997 pursuant to the Merger of the Company
and DI. Collectively, the Durwood Children beneficially own 6,087,532 shares of
Common Stock representing 31.3% of the outstanding shares of such class.

The Company's Class B Stock formerly beneficially owned by Mr. Stanley H.
Durwood is now held under the Revocable Trust and the Voting Trust. The Voting
Trust is the record owner and the Revocable Trust is the holder of certificates
of beneficial interest respecting the shares reported as beneficially owned
above. The Trustees of the Voting Trust and of the Revocable Trust are
Mr. Raymond F. Beagle, Jr., the Company's general counsel, and Mr. Charles J.
Egan, Jr., a Director of the Company. The Voting Trust, the Revocable Trust and
Messrs. Beagle and Egan, as Trustees, may be deemed to beneficially own all of
the outstanding shares of the Company's Class B Stock.

20
<PAGE>
Messrs. Beagle and Egan each disclaim such beneficial ownership of any of such
shares attributable to him solely by reason of his position as Trustee. Under
the terms of the Voting Trust, the Trustees (or their successors and any
additional trustees whom they might appoint) have all voting powers with respect
to shares held therein, and exercise such rights by majority vote. Unless
otherwise terminated or extended in accordance with its terms, the Voting Trust
will terminate in 2030.

The 4,041,993 shares of the Company's Class B Stock constitute 100% of the
outstanding shares of such class. The Trustees of the Revocable Trust and the
Voting Trust share voting power and investment power over all of these shares.
The Company's Class B Stock and Common Stock held by the Revocable Trust and the
Voting Trust represent 67.5% of the voting power of the Company's stock other
than in the election of directors. Were all the shares of the Company's Class B
Stock converted into Common Stock, there would be approximately 23,469,091
shares of Common Stock outstanding, of which the Revocable Trust and the Voting
Trust would hold 4,042,143 shares (assuming such conversion and disregarding the
exercise of outstanding options) or 17.2 % of the outstanding number of shares
of Common Stock. This voting control may be diluted if the Revocable Trust and
the Voting Trust are obligated to dispose of shares to honor tax and other
indemnity obligations made by Mr. Stanley H. Durwood and the Company in
connection with the Merger and other related transactions, or if additional
shares of Common Stock are issued under the Company's employee benefit plans.

For a period ending on August 15, 2000, the Durwood Children have agreed to
give an irrevocable proxy to the Secretary and each Assistant Secretary of the
Company to vote their shares of Common Stock in the election of directors for
each candidate in the same proportionate manner as the aggregate votes cast in
such elections by other holders of Common Stock not affiliated with the Company.

(2)Mr. Brian H. Durwood directly owns 1,120,183 shares of the Common Stock
and indirectly owns 3,297 shares of Common Stock for the benefit of his three
minor children under the Uniform Transfer to Minors Act.

(3)Mr. Thomas A. Durwood directly owns 969,466 shares of the Common Stock
and indirectly owns 154,014 shares of Common Stock through The Thomas A. and
Barbara F. Durwood Family Investment Partnership, a California limited
partnership. Each of Mr. Thomas A. Durwood and his wife serve as trustees of The
Thomas A. Durwood and Barbara F. Durwood Family Trust, which is the general
partner of this partnership.

(4)As reported in its Schedule 13G dated February 9, 1999. Of these shares,
EnTrust Capital, Inc. reports that it has shared voting power with respect to
702,239 shares and shares dispositive power with respect to 982,559 shares.

BENEFICIAL OWNERSHIP BY DIRECTORS AND OFFICERS

The following table sets forth certain information as of October 15, 1999
with respect to beneficial ownership by Directors and Executive Officers of the
Company's Common Stock and Class B Stock. The amounts set forth below include
the vested portion of 670,475 shares of Common Stock subject to options under
the Company's 1983 and 1984 Stock Option Plans and the

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<PAGE>
1994 Option Plan held by Executive Officers. Unless otherwise indicated, the
persons named are believed to have sole voting and investment power over the
shares shown as beneficially owned by them.

<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
TITLE OF CLASS NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
- -------------- ------------------------ -------------------- ----------
<S> <C> <C> <C>
Common Stock Peter C. Brown 659,000(1) 3.3%
Philip M. Singleton 498,600(1) 2.5%
Richard T. Walsh 37,300(1) *
Richard M. Fay 26,308(1) *
W. Thomas Grant, II 1,500 *
John P. Mascotte 2,000 *
Paul E. Vardeman 300 *
All Directors and
Executive Officers as a
group (12 persons,
including the
individuals named above) 1,317,108(1) 6.6%
Class B Stock Charles J. Egan, Jr.(2) 4,041,993(2) 100%
</TABLE>

- -------------------

*Less than one percent.

(1)Includes shares subject to presently exercisable options to purchase
Common Stock under the Company's 1983 and 1984 Stock Option Plans and the 1994
Option Plan, as follows: Mr. Peter C. Brown - 284,000 shares; Mr. Philip M.
Singleton - 233,600 shares; Mr. Richard T. Walsh - 37,250 shares; Mr. Richard M.
Fay - 23,625 shares; and all Executive Officers as a group - 670,475 shares.

(2)See Note (1) under "Security Ownership of Certain Beneficial Owners."

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
Executive Officers and Directors, and persons who own more than 10% of the
Company's Common Stock, to file reports of ownership and changes in ownership
with the SEC and the American Stock Exchange. Executive Officers, Directors and
greater-than-10% beneficial owners are required by SEC regulations to furnish
the Company with copies of all Section 16(a) forms they file. Based solely on a
review of the copies of such forms furnished to the Company, or written
representations that no Forms 5 were required, the Company believes that during
fiscal 1999 its Executive Officers, Directors and greater-than-10% beneficial
owners complied with all Section 16(a) filing requirements.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Since their formation and until August 15, 1997, the Company and AMC were
members of an affiliated group of companies (the "DI affiliated group")
beneficially owned by Mr. Stanley H.

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<PAGE>
Durwood and members of his family. Prior to the August 15, 1997 Merger of the
Company and DI referred to below, Mr. Stanley H. Durwood was President,
Treasurer and the sole Director of DI and Chairman of the Board, Chief Executive
Officer and a Director of the Company and AMC. There have been transactions
involving the Company or its subsidiaries and the DI affiliated group in prior
years. The Company sought to ensure that all transactions with DI or other
related parties were fair, reasonable and in the best interests of the Company.
In that regard, the Audit Committee of the Board of Directors of the Company
reviewed all material proposed transactions between the Company and DI or other
related parties to determine that, in their best business judgment, such
transactions met that standard. The Company believes that all transactions
described below with DI or other related parties were on terms at least as
favorable to the Company as could have been obtained from an unaffiliated third
party. The Audit Committee consists of Messrs. Egan, Grant and Mascotte, none of
whom are or were officers or employees of the Company nor stockholders,
directors, officers or employees of DI. Set forth below is a description of
significant transactions which have occurred since April 3, 1998 or involve
receivables that remain outstanding as of October 15, 1999.

THE MERGER

GENERAL. Effective August 15, 1997, the Company completed the Merger with
its majority stockholder, DI. In connection with the Merger, 2,641,951 shares of
the Company's Common Stock and 11,157,000 shares of the Company's Class B Stock
owned by DI were canceled and the Company issued 8,783,289 shares of its Common
Stock and 5,015,657 shares of its Class B Stock to the DI stockholders. The
Merger was accounted for as a corporate reorganization and the recorded balances
for consolidated assets, liabilities, total stockholders' equity and results of
operations were not affected.

Mr. Stanley H. Durwood agreed to indemnify the Company for all losses
resulting from any breach by DI of the Merger Agreement or resulting from any
liability of DI and for all taxes attributable to DI prior to the effective time
of the Merger and all losses in connection therewith.

As promptly as practicable after March 31, 2000, the Company will pay
Mr. Stanley H. Durwood's estate an amount equal to any credit amounts which have
not been used to offset various of his obligations to the Company under the
Stock Agreement, the Indemnification Agreement and the Registration Agreement,
as such terms are defined below. If such benefits are realized after such date,
the related credit amounts will be paid to Mr. Stanley H. Durwood's estate when
they are realized. See "The Indemnification Agreement"; "The Stock Agreement"
and "The Registration Agreement; Secondary Offering".

For a period for three years after the Merger, the Durwood Children have
agreed to give an irrevocable proxy to the Secretary and each Assistant
Secretary of the Company to vote their shares of Common Stock in the election of
directors for each candidate in the same proportionate manner as the aggregate
votes cast in such elections by other holders of Common Stock not affiliated
with the Company, its directors and officers. See "The Stock Agreement".

THE REGISTRATION AGREEMENT; SECONDARY OFFERING. As a condition to the
Merger, the Company and the Durwood Family Stockholders entered into a
registration agreement (the "Registration Agreement") pursuant to which the
Durwood Family Stockholders agreed to sell at least 3,000,000 shares of Common
Stock in a registered secondary offering, not more than twelve months and not
less than six months after the Merger. A registered secondary offering of
3,300,000

23
<PAGE>
shares was completed on August 11, 1998. The Company's expenses in the offering
were approximately $698,356, which expenses have been reimbursed to the Company
by Delta Properties, Inc. ("Delta"), a former subsidiary of DI.

THE INDEMNIFICATION AGREEMENT. In connection with the Merger, the Durwood
Family Stockholders and Delta entered into an agreement (the "Indemnification
Agreement") agreeing to indemnify the Company from certain losses and expenses.
Pursuant to this agreement, (i) Mr. Stanley H. Durwood agreed to indemnify the
Company from losses resulting from any breach by DI of its representations,
warranties and covenants in the Merger Agreement or based upon any liability of
DI and for any taxes (or losses incurred by the Company in connection therewith)
attributable to DI or its subsidiaries for taxable periods prior to the
effective time of the Merger, (ii) each of the Durwood Family Stockholders
agreed to (severally and not jointly) indemnify the Company for any losses which
it might incur as a result of the breach by such party of certain tax related
representations, warranties and covenants made by such party in the Stock
Agreement and (iii) subject to certain conditions, Mr. Stanley H. Durwood and
Delta agreed to indemnify the Company from and against all of DI's Merger
expenses that were not paid prior to the effective time of the Merger and 50% of
the Company's Merger expenses.

Mr. Stanley H. Durwood's obligations to the Company under the Stock
Agreement, Registration Agreement and Indemnification Agreement are subject to
offset by certain credit amounts resulting from net tax benefits realized by the
Company from the utilization by the Company of DI's alternative minimum tax
credit carryforwards and Missouri operating loss carryforwards. Any credit
amount that arises after March 31, 2000 also will be paid promptly to
Mr. Stanley H. Durwood's estate. The maximum amount of credit amounts that could
be paid Mr. Durwood's estate or could be used to offset his responsibilities to
the Company is approximately $1,100,000, reduced by any amounts utilized on
separate DI income tax returns for 1996 and the portion of 1997 prior to the
effective time of the Merger.

In connection with the Merger, the Company has agreed to indemnify the
Durwood Children from losses resulting from any breach by the Company of any
representation, warranty, covenant or agreement made by it in the Merger
Agreement.

The foregoing indemnification obligations generally will lapse on March 31,
2000.

THE STOCK AGREEMENT. As a condition precedent to the Merger, the Durwood
Family Stockholders entered into an agreement (the "Stock Agreement") which, for
three years ending August 15, 2000, limits the ability of the Durwood Children
to deposit shares in a voting trust, solicit proxies, participate in election
contests or make a proposal concerning an extraordinary transaction involving
the Company. Under the Stock Agreement, the Durwood Children have also agreed,
among other matters, for a period of three years, (i) to grant an irrevocable
proxy to the Secretary and each Assistant Secretary of the Company to vote their
shares of Common Stock for each candidate to the Company's Board of Directors in
the same proportion as the aggregate votes cast by all other stockholders not
affiliated with the Company, its directors or officers and (ii) that the Company
will have a right of first refusal with respect to any such shares the Durwood
Children wish to sell in a transaction exempt from registration, except for such
shares sold in brokers' transactions.

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<PAGE>
OTHER MATTERS

As a Successor Trustee of the Voting Trust with shared voting powers over
shares held in the Voting Trust, Mr. Raymond F. Beagle, Jr. may be deemed to
beneficially own in excess of 5% of the Company's voting securities. Mr. Beagle
serves as general counsel to the Company under a retainer agreement which
provides for annual payments of $360,000. The agreement provides for severance
payments equal to three times the annual retainer upon termination of the
agreement by the Company or a change in control approved by Common Stockholders.
The agreement also provides for deferred payments from a previously established
rabbi trust in a formula amount ($28,285 monthly as of September 30, 1999) for a
period of twelve years after termination of services or a change in control.
During the current fiscal year, the Company approved a $250,000 discretionary
deferred bonus which has been paid to the rabbi trust.

Pursuant to a program recommended by the Compensation Committee and approved
by the Company's Board of Directors, the Company loaned Mr. Peter C. Brown
$5,625,000 to purchase 375,000 shares of the Company's Common Stock. Mr. Brown
purchased such shares on August 11, 1998. Under such program the Company also
loaned Mr. Philip M. Singleton $3,765,000 to purchase 250,000 shares of the
Company's Common Stock. Mr. Singleton purchased such shares from September 11 to
September 15, 1998 and unused proceeds of $811,000 were repaid to the Company,
leaving a remaining unpaid principal balance of $2,954,000 as of the end of
fiscal 1999. Such loans are unsecured and bear interest at a rate at least equal
to the applicable federal rate prescribed by Section 1274 (d) of the Code in
effect on the date of such loan (5.57% per annum for the loans to Messrs. Brown
and Singleton). Interest on these loans accrues and is added to principal
annually on the anniversary date of such loan, and the full principal amount and
all accrued interest is due and payable on the fifth anniversary of such loan.
On October 15, 1999, the principal amount of the loan to Mr. Brown was
$5,938,312 and the principal amount of the loan to Mr. Singleton was $3,118,284.
Accrued interest on the loans as of October 15, 1999 was $58,032 for Mr. Brown
and $14,294 for Mr. Singleton, repectively.

Periodically, the Company and DI or Delta reconciled any amounts owed by one
company to the other. Charges to the intercompany account have included payments
made by the Company on behalf of DI or Delta. The largest balance owed by DI or
Delta to the Company during fiscal 1999 was $698,356 owed by Delta. As of
October 15, 1999, Delta had reduced the intercompany account balance to zero.

Ms. Marjorie D. Grant, a Vice President of AMC and the sister of
Mr. Stanley H. Durwood, had an employment agreement with the Company providing
for an annual base salary of no less than $110,000, an automobile and, at the
sole discretion of the Chief Executive Officer of the Company, a year-end bonus.
Ms. Grant's current annual base salary is $110,000. Ms. Grant's employment
agreement, executed July 1, 1996, terminated on June 30, 1999.

From July 1992 through September 1999, Mr. Jeffery W. Journagan, a
son-in-law of Mr. Stanley H. Durwood, had been employed by a subsidiary of the
Company. Mr. Journagan's salary at the time of his resignation was approximately
$100,000 and he received a bonus for fiscal 1999 in the amount of $26,855.

During fiscal 1998, the Company sold the real estate assets associated with
13 megaplexes to Entertainment Properties Trust ("EPT"), a real estate
investment trust, for an aggregate purchase price of $283,800,000. The Company
leased the real estate assets associated with the theatres from EPT pursuant to
non-cancelable operating leases with terms ranging from 13 to 15

25
<PAGE>
years at an initial lease rate of 10.5% with options to extend for up to an
additional 20 years. The Company leases three additional theatres from EPT under
the same terms as those included in the Sale and Lease Back Transaction. Annual
rentals for these three theatres are based on an estimated fair value of
$77,500,000 for the theatres. In addition, for a period of five years subsequent
to November 1997, EPT will have a right of first refusal and first offer to
purchase and lease back to the Company the real estate assets associated with
any theatre and related entertainment property owned or ground-leased by the
Company, exercisable upon the Company's intended disposition of such property.
Mr. Peter C. Brown, Chairman of the Board, Chief Executive Officer and President
of the Company is also the Chairman of the Board of Trustees of EPT.

For a description of certain employment agreements between the Company and
Messrs. Stanley H. Durwood, Peter C. Brown, Philip M. Singleton, Richard T.
Walsh and Richard M. Fay, see "Employment Contracts, Termination of Employment
and Change in Control Arrangements."

Lathrop & Gage L.C., a law firm of which Mr. Raymond F. Beagle, Jr. is a
member, renders legal services to the Company and its subsidiaries. During
fiscal 1999, the Company paid Lathrop & Gage L.C. $2,813,000 for such services.

2. RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS

The Board of Directors recommends that the stockholders ratify the
appointment of PricewaterhouseCoopers LLP as independent accountants to audit
the financial statements of the Company for the fiscal year ending March 30,
2000. Representatives of PricewaterhouseCoopers LLP are expected to be present
at the Annual Meeting of Stockholders, and if present, will have the opportunity
to make a statement if they wish, and are expected to be available to respond to
appropriate questions from stockholders.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT ACCOUNTANTS TO AUDIT THE FINANCIAL
STATEMENTS OF THE COMPANY FOR THE FISCAL YEAR ENDING MARCH 30, 2000.

3. AMC ENTERTAINMENT INC. 1999 STOCK OPTION AND INCENTIVE PLAN PROPOSAL

GENERAL

The Board of Directors recommends to the stockholders for their approval and
adoption the AMC Entertainment Inc. 1999 Stock Option and Incentive Plan (the
"1999 Option Plan"). The 1999 Option Plan will become effective when approved by
the stockholders. A copy of the 1999 Option Plan is attached to this Proxy
Statement as Exhibit A.

The holders of a majority (based on voting power) of the Company's
outstanding shares of stock voted in person or by proxy at the Annual Meeting of
Stockholders must approve the 1999 Option Plan. For this purpose, abstentions
and broker non-votes will not be counted in determining whether the 1999 Option
Plan is approved.

26
<PAGE>
PURPOSE

The 1999 Option Plan is intended to incorporate stock-based and
results-oriented awards into the ongoing compensation packages of executives,
managers and other key employees and to thereby increase the alignment of the
interests of such persons and stockholders. The 1999 Option Plan is intended to
foster in participants a strong incentive to exert maximum effort for the
continued success and growth of the Company and its subsidiaries and the
enhancement of stockholders' interests, to aid in retaining individuals who
exert such efforts and to assist in attracting the best available individuals in
the future.

ELIGIBILITY

Employees of the Company and its subsidiaries who are corporate executives
or senior managers, including Executive Officers of the Company and its
subsidiaries, other managers, including theatre managers, and other key
employees are eligible for awards under the 1999 Option Plan. All officers of
the Company are considered employees for this purpose whether or not they are
also directors. Directors who are not also employees, however, are not eligible
for awards under the 1999 Option Plan. Awards may be made without regard to
prior awards made under the 1999 Option Plan or any other plan or participation
in any other benefit plan of the Company or its subsidiaries. Presently there
are approximately 65 officers (including one director) and approximately 625
other employees of the Company and its subsidiaries eligible to participate in
the 1999 Option Plan.

ADMINISTRATION

The 1999 Option Plan is to be administered by the Compensation Committee of
the Company's Board of Directors (the "Committee"), which must consist of not
fewer than two members of the Board, none of whom are employees of the Company
or any of its subsidiaries. No member of the committee is eligible to receive an
award under the 1999 Option Plan. The members of the Committee are appointed by
the Board and serve at the Board's discretion.

The Committee has the sole, final and conclusive power to administer,
construe and interpret the 1999 Option Plan and to make rules to implement the
provisions thereof. The Committee is authorized among other matters to determine
to whom awards are to be granted, to determine the amount of an award or the
number of shares covered by each award, to fix the duration of awards, to set
the time or times at which each award may be exercised, to determine performance
goals, if any, applicable to an award, to accelerate vesting, exercise or
payment of an award and to adopt such other rules and regulations as it may deem
appropriate for the administration of the 1999 Option Plan.

SHARES SUBJECT TO AWARD UNDER THE 1999 OPTION PLAN

A maximum of 2,100,000 shares of the Company's 66 2/3 CENTS par value Common
Stock may be issued under the 1999 Option Plan. All shares available under the
1999 Option Plan are subject to adjustments to be made by the Committee for such
events as a merger, recapitalization, stock dividend, stock split or other
similar change which could affect the number of or kind of outstanding shares of
Common Stock. In such events, the Committee also may make adjustments to
performance goals and in the number and kind of shares subject to outstanding
options and Stock Awards (as defined below under "Types of Awards Under the 1999
Option Plan") and in the option price.

27
<PAGE>
Unpurchased shares subject to an option that lapses or terminates without
exercise, shares subject to Stock Awards that are never issued because the
conditions of them are not fulfilled and shares related to awards which are
settled in cash in lieu of shares, are available for future awards. Shares
withheld by the Company pursuant to a withholding tax election, as described
below under "Withholding Taxes," and shares used to pay for the purchase price
of options, shall be deemed issued under the 1999 Option Plan.

TYPES OF AWARDS UNDER THE 1999 OPTION PLAN

The 1999 Option Plan permits three basic types of awards: (i) grants of
stock options which are either incentive stock options ("ISOs"), as defined by
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), or
non-ISOs ("Non-Qualified Stock Options"), (ii) grants of stock awards ("Stock
Awards"), which may be either performance stock awards ("Performance Stock
Awards") or restricted stock awards ("Restricted Stock Awards") and
(iii) performance unit awards ("Performance Units"), which will be payable only
in cash and will be valued by reference to designated criteria, other than
shares of Common Stock, which may be established by the Committee.

Under the 1999 Option Plan, no grantee may receive options to acquire more
than 750,000 shares of Common Stock, Stock Awards entitling the grantee to
receive more than 90,000 shares of Common Stock or cash awards under Performance
Units aggregating more than $2.5 million. During any 12 month period, no grantee
may receive options to acquire more than 250,000 shares of Common Stock or cash
awards under Performance Units aggregating more than $800,000. No grantee may
receive a Stock Award or Awards entitling the grantee to receive free of
conditions more than 30,000 shares of Common Stock with respect to any 12 month
period, but determined on an annualized basis so that more than 30,000 shares
may be received at one time free of conditions with respect to performance
periods exceeding 12 months' duration.

Stock Awards and Performance Unit awards made to persons subject to
Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act") generally
will be based on the attainment during a performance period of 12 months'
duration or more of one or more performance goals as established by the
Committee not later than 90 days after the start of each performance period with
respect to which such an award is made. The Committee must certify that the
performance goals have been achieved before payment of any such award.
Performance goals established by the Committee shall be based upon, as the
Committee deems appropriate, one or more of the following business criteria:
(i) Company, subsidiary or strategic business unit Adjusted EBITDA (operating
income plus depreciation and amortization plus preopening expense plus theatre
closure expense); (ii) Company, subsidiary or strategic business unit Unlevered
Net Income (Adjusted EBITDA less depreciation multiplied by one minus the
applicable tax rate) or net income; (iii) diluted earnings per share;
(iv) public market price of the Company's Common Stock; (v) private market value
of shares of the Company's Common Stock on a diluted basis, based on a constant
multiple of Adjusted EBITDA plus cash, cash equivalents and investments and
investments in other long-term assets, less corporate borrowings, capitalized
and financing lease obligations and the carrying value of minority interests in
other long-term liabilities; (vi) return to stockholders, measured by increases
in the market value of an investment in shares of the Company's Common Stock,
assuming reinvestment of dividends received; and (vii) Company, subsidiary or
strategic business unit Return on Invested Capital (Unlevered Net Income divided
by Invested Capital as defined below), return on net assets or return on equity.
Invested Capital is defined as the sum of stockholders' equity, corporate
borrowings and capital and financing lease

28
<PAGE>
obligations, less cash and equivalents. The Committee may, in its discretion,
determine whether an award will be paid under any one or more of the business
criteria. In setting performance goals, such criteria may be measured against
one or more of the following: (i) the prior year or years' performance of the
Company, a subsidiary or strategic business unit or other operations based unit
or span of a participant's responsibility; (ii) the performance of a broad based
group of stocks such as, but not limited to, the Standard & Poor's 500 Index or
the Russell 2000; and (iii) the performance of a peer group of two or more
companies. Such performance goals may be, but need not be, different for each
performance period.

The Committee may set different (or the same) goals for different grantees
and for different awards, and performance goals may include standards for
minimum attainment, target attainment and maximum attainment. In all cases,
however, performance goals shall include a minimum performance standard below
which no part of the relevant award will be earned. The Committee may reduce the
amount of, or eliminate, a performance goal based award that would otherwise be
payable but may not increase the compensation payable under an award otherwise
due upon attainment of a performance goal.

STOCK OPTIONS. A stock option, which can be either an ISO or a
Non-Qualified Stock Option, is the right to purchase shares of the Company's
Common Stock at a set price for a period of time in the future. Under the 1999
Option Plan, the purchase price of shares subject to any option must be at least
100% of their fair market value on the date of grant. "Fair market value" is
defined in the 1999 Option Plan generally as the closing sales price of the
Company's Common Stock on the date the option is granted. As defined under the
1999 Option Plan, the fair market value of a share of Common Stock on November
3, 1999 was $12 3/8.

The maximum period for exercise (i.e., term) of an ISO, with the exception
of any ISOs granted to a person owning more than 10% of the voting power of the
Company, is ten years from the date the option was granted. With regard to ISOs
granted to persons owning more than 10% of the voting power of the Company, the
minimum purchase price of shares is 110% of their fair market value on the date
of grant and the maximum term is five years. The term of Non-Qualified Stock
Options is left to the Committee's discretion.

The Committee can fix a shorter term for an ISO and can impose such other
terms and conditions on the grant of options as it chooses, consistent with the
1999 Option Plan and with applicable laws and regulations which, with respect to
ISOs, limit the size of individual grants. Pursuant to federal tax law and
regulations in effect as of the date hereof, the aggregate fair market value of
the stock for which an employee's ISOs granted after 1986 becomes exercisable
for the first time during any calendar year is limited to $100,000. Options or
portions of options that exceed this limit are treated as Non-Qualified Stock
Options.

Unless otherwise determined by the Committee or permitted by the 1999 Option
Plan, no option may be exercised until the expiration of six months following
the date of its grant.

STOCK AWARDS. A Stock Award is the grant of a right to receive shares of
Common Stock of the Company at a future date without the payment of cash, but
conditioned upon the observance or fulfillment of stated conditions. A Stock
Award may be either a "Performance Stock Award", under which the receipt of
shares will be conditioned upon the attainment of performance goals during a
performance period, or a "Restricted Stock Award", under which the receipt of
shares is conditioned on the continued employment of the grantee or such other
conditions as the Committee may impose, or both. Under the 1999 Option Plan,
subject to provisions permitting acceleration,

29
<PAGE>
the receipt of shares by Executive Officers under Stock Awards will be
conditioned upon the attainment of one or more performance goals over a
performance period of 12 months' duration or longer. Unless otherwise determined
by the Committee and subject to the terms of the 1999 Option Plan, no shares may
be issued under Restricted Stock Awards unless the grantee remains employed by
the Company or a subsidiary for a period of one year after the date of grant.

PERFORMANCE UNITS. A Performance Unit is an award payable only in cash and
valued by reference to designated criteria, other than Common Stock, which will
be established by the Committee. Subject to provisions of the 1999 Option Plan
permitting acceleration, Performance Units granted to Executive Officers will be
conditioned on the attainment of one or more performance goals during a
performance period of 12 months' duration or longer.

VESTING PROVISIONS; TERMINATION; ACCELERATION; FORFEITURE

The Committee may permit the accelerated exercise of stock options and the
lapse or waiver of restrictions and performance goals on Stock Awards and
Performance Units in the event certain transactions occur, such as a merger or
liquidation of the Company, the sale of substantially all the assets of the
Company or a subsidiary, the sale of a majority interest in a subsidiary, the
change in control of the Company or termination following such a change in
control. The Committee may also determine that if certain such transactions
occur all unexercised options or awards whose conditions have not been met may
terminate. In addition, the Committee may permit all outstanding options held by
a grantee to vest upon termination of employment. However, all benefits under
the 1999 Option Plan which a grantee is not theretofore entitled to receive
automatically terminate upon termination of the grantee's employment for cause.

EXERCISE OF RIGHTS UNDER AWARDS GRANTED

A person entitled to exercise an option under the 1999 Option Plan may do so
by notifying the Secretary of the Company in writing of the number of shares
with respect to which an option is being exercised. Such notice must be
accompanied by payment in full of the purchase price in the form of cash,
certified bank cashier's check or money order or shares of Company Common Stock
that have been held for at least six months or a combination thereof having
equivalent value. With the Committee's approval, a grantee may pay the exercise
price by delivering a promissory note to the Company provided that, except when
treasury shares are used to satisfy an option exercise, at least the par value
of the shares issued is paid in cash or equivalents or shares of Common Stock as
provided above.

The Committee may require grantees to execute an investment letter imposing
resale restrictions and other conditions if necessary to comply with applicable
federal or state securities laws.

WITHHOLDING TAXES

In lieu of requiring a grantee to pay amounts sufficient to satisfy the
Company's withholding obligation attributable to an award, the Committee may
permit grantees to have shares otherwise issuable under an award withheld. Any
such election must be in writing to the Secretary of the Company. The Committee
must approve any election and may suspend or terminate the right to make such an
election.

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<PAGE>
NON-TRANSFERABILITY

Except for assignments made with prior Committee approval, no rights under
any award are transferable except by will or by laws of descent and distribution
or by a qualified domestic relations order and the benefits of any award may
only be exercised and received personally by the grantee during his or her
lifetime or by a guardian or legal representative or other permitted successor.

DURATION OF AND CHANGE TO THE 1999 OPTION PLAN

The 1999 Option Plan will remain in effect until all awards have been
exercised or satisfied in accordance with their terms but no award may be made
under the 1999 Option Plan after the earlier of the date of the annual meeting
of stockholders in 2002 or December 31, 2002. The 1999 Option Plan may be
terminated, suspended or modified at any time by the Company's Board of
Directors; however, without stockholder approval the Board will not adopt an
amendment that requires such approval under Section 162(m) of the Code.

The Committee may at any time unilaterally amend or terminate and cash out
any unexercised or unpaid award, whether earned or unearned, including awards
earned but not yet paid, and/or substitute another award of the same or
different type, to the extent it deems appropriate; provided, that any amendment
to (but not termination of) an outstanding award which, in the Committee's
opinion, is materially adverse to the grantee, shall require the grantee's
consent.

FEDERAL INCOME TAX CONSEQUENCES OF THE 1999 OPTION PLAN

Under the Code and Treasury regulations, the principal federal income tax
consequences of awards under the 1999 Option Plan in the normal operation
thereof are as summarized below.

INCENTIVE STOCK OPTIONS ("ISOS"). ISOs under the 1999 Option Plan are
intended to meet the requirements of Section 422 of the Code. No tax
consequences result from the grant of the option. If an option holder acquires
stock upon the exercise of an ISO, no income will be recognized by the option
holder for regular income tax purposes (although the difference between the
option exercise price and the fair market value of the stock subject to the
option may result in alternative minimum tax liability to the option holder) and
the Company will be allowed no deduction as a result of such exercise if the
following conditions are met: (a) at all times during the period beginning with
the date of the granting of the ISO and ending on the day three months before
the date of such exercise, the option holder is an employee of the Company or of
a subsidiary; and (b) the option holder makes no disposition of the acquired
stock within two years from the date the ISO is granted nor within one year
after the stock is transferred to the option holder. In the event of a sale of
such stock by the option holder after compliance with these conditions, any gain
realized over the price paid for stock ordinarily will be treated as long-term
capital gain, and any loss will be treated as long-term capital loss, in the
year of the sale.

If the option holder fails to comply with the employment or holding period
requirements discussed above, the option will not be treated as an ISO and the
holder will recognize ordinary income in an amount equal to the lesser of
(i) the excess of the fair market value of the stock on the date the option was
exercised over the exercise price or (ii) the excess of the amount realized upon
such disposition over the exercise price. If the option holder is treated as
having received ordinary income because of his failure to comply with either
condition above, an equivalent deduction will be allowed to the Company in the
same year.

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NON-QUALIFIED STOCK OPTIONS. No tax consequences result from the grant of a
Non-Qualified Stock Option under the 1999 Option Plan. An option holder who
exercises a Non-Qualified Stock Option with cash will generally realize
compensation taxable as ordinary income in an amount equal to the difference
between the option price and the fair market value of the shares on the date of
exercise, and the Company will be entitled to a deduction from income in the
same amount. The option holder's tax basis in such shares will be the fair
market value on the date of exercise, and when the holder disposes of the
shares, he will recognize capital gain or loss, either long-term or short-term,
depending on the holding period of the shares.

STOCK AWARDS. Stock Awards granted under the 1999 Option Plan and paid in
Common Stock will constitute ordinary income to the recipient, and a deductible
expense to the Company, in the year paid, if the stock is not subject to
forfeiture restrictions, or in the year in which any such restrictions lapse,
unless the participant elects to recognize income in the year the award is made
by making a timely election under Section 83(b) of the Code. Unless a
Section 83 election is made, the amount of the grantee's taxable income and the
Company's corresponding deduction in connection with a Stock Award that is
restricted will be equal to the fair market value of the stock on the date the
restrictions lapse.

PERFORMANCE UNITS. The award of a Performance Unit under the 1999 Option
Plan will not result in tax consequences to the Company or the grantee. Upon
payment of amounts under the award, the grantee will realize compensation
taxable as income in an amount equal to the cash received and the Company will
be entitled to a deduction in the same amount.

PAYMENTS CONTINGENT ON CHANGE IN CONTROL. Grantees might under certain
circumstances be deemed to have received "parachute payments" within the meaning
of Section 280G of the Code to the extent that stock options become immediately
exercisable (or restrictions on Stock Awards or Performance Units lapse) as a
result of a change in the ownership or control of the Company, or in connection
with options or awards granted within one year preceding such a change. In
general, if the present value of all payments to a grantee constituting
"parachute payments" equals or exceeds three times the grantee's "base amount"
(annualized compensation over a five-year period), the grantee will be subject
to a 20% excise tax on the excess of the "parachute payments" over the grantee's
"base amount," and the Company will be denied any deduction for such excess.
"Parachute payments" and "excess parachute payments" do not include certain
payments that are established by clear and convincing evidence to be "reasonable
compensation" to the grantee for services rendered on or after the change.

LIMITATION ON DEDUCTIBILITY TO COMPANY. Under Section 162 of the Code,
publicly-held companies such as the Company may not deduct compensation paid to
certain Executive Officers to the extent that an executive's compensation
exceeds $1,000,000 in any one year. Regulations under Section 162(m) of the Code
provide an exception for "performance based" compensation, including stock
options granted under a stock option plan that has been previously approved by
stockholders, provided that such options are not issued below the fair market
value of the stock on the date of the grant. Compensation other than stock
options, however, must meet other requirements in order to qualify as tax
deductible "performance based" compensation. The Company generally attempts to
comply with those provisions of the Code, as construed by regulations
thereunder, relating to performance goals so that compensation received by
affected Executive Officers under the 1999 Option Plan can qualify as
"performance based" assuming all other Code requirements are met at the time an
award is made or paid. However, under certain circumstances, it may not be

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possible or practicable or in the Company's best interests for compensation
under the 1999 Option Plan to qualify under Section 162(m) of the Code, and the
Company makes no representation that awards will so qualify.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE AMC
ENTERTAINMENT INC. 1999 STOCK OPTION AND INCENTIVE PLAN.

4. AMC ENTERTAINMENT INC. 1999 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS PROPOSAL

GENERAL

The Board of Directors recommends to the stockholders for their approval and
adoption the AMC Entertainment Inc. 1999 Stock Option Plan for Outside Directors
(the "Directors' Plan"). The Directors' Plan will become effective when approved
by the stockholders. A copy of the Directors' Plan is attached to this Proxy
Statement as Exhibit B.

The holders of a majority (based on voting power) of the Company's
outstanding shares of stock voted in person or by proxy at the Annual Meeting of
Stockholders must approve the Directors' Plan. For this purpose, abstentions and
broker non-votes will not be counted in determining whether the Directors' Plan
is approved.

BACKGROUND AND PURPOSE

The Compensation Committee of the Board of Directors has asked an
independent management consulting group (the Consultant") to review the
Company's compensation program for non-employee directors ("Outside Directors").
Noting that stock compensation is being utilized by a majority of companies, the
Consultant recommended that a portion of the compensation of Outside Directors
be equity based. The Compensation Committee has recommended, and the full Board
has approved, an annual retainer of $65,000 plus Board meeting and Board
committee meeting fees of $1,500 and $1,000, respectively, for each meeting
attended. The Compensation Committee has also recommended, subject to
stockholder approval, that each Outside Director elected to the Board at the
Annual Meeting of Stockholders on December 2, 1999 and each person elected or
appointed to the Board thereafter during the term of the Directors' Plan receive
a one time grant of a stock option with a value of $14,000 and be permitted to
make an election, prior to the date of such election or appointment, as to
whether to receive the annual $65,000 retainer in cash or in stock options, or
in a combination thereof. The number of stock options that an Outside Director
may receive will be calculated by valuing options for shares of the Company's
Common Stock at 30% of the fair market value of the shares subject to such
options on the date of grant (the "Option Value").

The purpose of the Directors' Plan is to provide Outside Directors an
opportunity to acquire Stock of the Company, thereby promoting the long-term
success of the Company by aligning Outside Director interests with those of
stockholders and linking Outside Director compensation to Company performance.

Each of the nominees for director, other than Mr. Brown, will be an Outside
Director under the Directors' Plan.

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MATERIAL FEATURES OF THE DIRECTORS' PLAN

The following brief description of the material features of the Directors'
Plan is qualified in its entirety by reference to the full text of the attached
copy of the Directors' Plan.

The Directors' Plan provides that on the first business day following the
1999 Annual Meeting of Stockholders, and thereafter on the first business day
after being elected or appointed to the Board, each Outside Director who has not
previously received such an award will receive a one time grant of a
non-qualified stock option to purchase that number of shares of Common Stock
determined by dividing $14,000 by the Option Value and rounding the result up to
the next integral of 10.

The Directors' Plan also permits Outside Directors to elect to receive
additional non-qualified stock options in lieu of all or some portion of his or
her annual retainer, up to $65,000 in amount. The number of shares subject to
such options will be determined by dividing the annual retainer amount or
portion thereof with respect to which such an election is made by the Option
Value and rounding the result up to the next integral of 10. An election to
receive stock options in lieu of the annual cash retainer must be made in
writing prior to the date on which such Outside Director is elected (or
re-elected) or appointed.

If an Outside Director is elected or appointed to the Board other than on
the date of an annual meeting of stockholders, the $65,000 amount described
above will be prorated based on the remaining number of quarterly periods
remaining until the next regularly scheduled annual meeting of stockholders.

The exercise price for a share of Common Stock under an option will be 100%
of its fair market value on the date of grant, which date will be the first
business day after the date of the applicable annual meeting. "Fair market
value" is defined in the Directors' Plan generally as the closing sales price of
the Company's Common Stock on the date the option is granted. As defined under
the Directors' Plan, the fair market value of a share of Common Stock on
November 3, 1999 was $12 3/8. Options vest and become exercisable on the first
anniversary date of the date of grant and expire on the sooner of (a) ten years
from the date of grant, (b) one year following termination of the Director's
office due to death or disability, (c) three years following termination by
reason of retirement at or after age 70 and (d) 90 days following the date of
the termination of the Director's term of office for any other reason.

All options will fully vest and become exercisable upon the occurrence of a
change in control event, as defined, or upon termination of service as a
Director by reason of death, disability or retirement upon or after reaching
age 70.

Subject to adjustments in the case of a merger, reorganization or certain
similar kinds of transactions specified in the Directors' Plan, the aggregate
number of shares of stock that may be purchased under options granted under the
Directors' Plan may not exceed 50,000 shares as to any Outside Director nor
200,000 shares in the aggregate. In addition, if any shares are not issued or
cease to be issuable or transferable under an option, the shares will no longer
be charged against the 200,000 share limitation and may again be made subject to
stock options. However, shares used by an optionee to pay the purchase price of
option shares or for withholding taxes will be counted against the number of
shares which are authorized for issuance under the 200,000 share limitation.

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The Directors' Plan will be administered by the Compensation Committee of
the Board of Directors (the "Committee"). That Committee will have full power
and authority to construe and administer the Directors' Plan, provided, the
Committee will have no discretion with respect to the Directors to whom stock
options are granted, the timing of such grants, the number of shares subject to
any stock option, the exercise price of any stock option, the periods during
which any stock option may be exercised or the term of any stock option, all of
which matters are governed by the terms of the Directors' Plan.

DIRECTORS' PLAN BENEFITS AND PARTICIPATION

If the Directors' Plan is approved at the 1999 Annual Meeting of
Stockholders, the Company estimates that each Outside Director elected at that
meeting will receive, as of the first business day following the date of such
meeting a one time grant of stock options for approximately 3,560 shares of
Common Stock. Each such person also may elect to receive additional stock
options for up to approximately 16,500 shares for some or all of his $65,000
annual retainer. These approximate share amounts are based on an estimated
Option Value of $3.94, which is 30% of the closing price of the Company's Common
Stock on October 29, 1999. The actual Option Value and number of stock options
that an Outside Director elected at the 1999 Annual Meeting of Stockholders may
receive will be based on the closing price for the Company's Common Stock on the
first business day following the date of the Annual Meeting. Since the value of
such options is dependent upon the future market price of the Common Stock at
the time of grant, and the amount realizable is dependent upon such market price
at the time of exercise, the actual amount of benefits that might be derived by
Outside Directors under the Directors' Plan is not presently determinable.

No stock options will be awarded if the Directors' Plan is not approved at
the Annual Meeting. In such event all of the compensation paid to Outside
Directors will be in cash.

AMENDMENTS TO THE DIRECTORS' PLAN

The Board may amend, alter, modify or discontinue the Directors' Plan at any
time, provided that the Board may not amend or alter the provisions of the
Directors' Plan without the approval of the stockholders if the amendment would
materially increase the number of securities that may be issued under the
Directors' Plan.

DISCUSSION OF FEDERAL INCOME TAX CONSEQUENCES

Reference is made to "AMC Entertainment Inc. 1999 Stock Option and Incentive
Plan--Federal Income Tax Consequences under the 1999 Option Plan--Non-Qualified
Stock Options" for a discussion of the federal tax consequences applicable to
the grant and exercise of non-qualified stock options under the Directors' Plan.
An election by an Outside Director prior to an annual meeting of stockholders to
receive all or part of his or her annual retainer for the following year in the
form of a stock option results in a deferral of income tax consequences by the
Director until the stock option is exercised.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE AMC
ENTERTAINMENT INC. 1999 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS.

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5. OTHER MATTERS TO COME BEFORE THE MEETING

No other matters are intended to be brought before the meeting by the
Company nor does the Company know of any matters to be brought before the
meeting by others. If, however, any other matters properly come before the
meeting, the persons named in the proxy will vote the shares represented thereby
in accordance with the judgment of management on any such matters.

Stockholders who wish to present proposals for action at the Annual Meeting
of Stockholders to be held in 2000 should submit their proposals to the Company
at the address of the Company set forth on the first page of this Proxy
Statement. Proposals must be received by the Company no later than July 11,
2000, for consideration for inclusion in the next year's Proxy Statement and
proxy. In addition, proxies solicited by management may confer discretionary
authority to vote on matters which are not included in the proxy statement but
which are raised at the Annual Meeting by stockholders, unless the Company
receives written notice at such address of such matters on or before
September 24, 2000.

By order of the Board of Directors

[SIGNATURE]

Nancy L. Gallagher
Vice President and Secretary

REQUESTS FOR ANNUAL REPORT

A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION FOR FISCAL 1999 WILL BE SENT TO STOCKHOLDERS
UPON REQUEST WITHOUT CHARGE. REQUESTS SHOULD BE MADE TO THE DIRECTOR OF INVESTOR
RELATIONS, AMC ENTERTAINMENT INC., P.O. BOX 219615, KANSAS CITY, MISSOURI
64121-9615.

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EXHIBIT A
TO PROXY STATEMENT

SET FORTH BELOW IS THE TEXT OF THE PROPOSED AMC ENTERTAINMENT INC. 1999
STOCK OPTION AND INCENTIVE PLAN (THE "1999 OPTION PLAN").

AMC ENTERTAINMENT INC.
1999 STOCK OPTION AND INCENTIVE PLAN

1. PURPOSE

The AMC Entertainment Inc. 1999 Stock Option and Incentive Plan is intended
to incorporate stock-based and results-oriented awards into the ongoing
compensation packages of executives and managers and to thereby increase the
alignment of the interests of such persons and stockholders. The Plan is
intended to foster in participants a strong incentive to exert maximum effort
for the continued success and growth of the Company and its Subsidiaries and the
enhancement of stockholders' interests, to aid in retaining individuals who
exert such efforts and to assist in attracting the best available individuals in
the future.

2. DEFINITIONS

When used herein, the following terms shall have the meaning set forth
below:

2.1 "AMC" means American Multi-Cinema, Inc., a wholly-owned subsidiary of
the Company.

2.2 "AWARD" means an Option, a Stock Award or a Performance Unit.

2.3 "BOARD" means the Board of Directors of the Company.

2.4 A "CHANGE IN CONTROL EVENT" shall be deemed to have occurred at the
first time that (a) a majority of the Board of Directors of the Company, over a
two-year period, is replaced from the directors who constituted the Board of
Directors of the Company at the beginning of such period, which replacement
shall not have been approved by the Board of Directors of the Company (or
replacement directors approved by the Board of Directors of the Company), as
constituted at the beginning of such period, or (b) a person or entity or group
of persons or entities acting in concert as a partnership or other group (other
than a Permitted Holder) shall, as a result of a tender or exchange offer, open
market purchases, privately negotiated purchases or otherwise, have acquired
voting power (within the meaning of Rule 13d-3 under the Exchange Act) with
respect to securities of the Company representing 50% or more of the combined
voting power of the then outstanding securities of the Company ordinarily (and
apart from rights accruing under special circumstances) having the right to vote
in the election of Directors (such determination of combined voting power to
recognize (if then applicable) that the Company's Class B Stock has ten votes
per share and the Company's Common Stock has one vote per share).

2.5 "CODE" means the Internal Revenue Code of 1986 as amended from time to
time.

2.6 "COMMITTEE" means the Board's Compensation Committee, or such other
committee of Directors as may be designated by the Board, authorized to
administer this Plan. The Committee shall consist of not fewer than two
(2) Directors and shall be constituted so as to permit Awards under the Plan to
comply with Rule 16b-3 or any successor provision of similar import.

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2.7 "COMMON STOCK" means the Company's Common Stock, par value
66 2/3 CENTS per share.

2.8 "COMPANY" means AMC Entertainment Inc., a corporation organized and
existing under the laws of the State of Delaware, or such Company by whatever
name it may at the time have.

2.9 "DIRECTOR" means a member of the Board.

2.10 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
from time to time.

2.11 "FAIR MARKET VALUE" means with respect to the Company's Shares the
closing sales price of the Shares, as reported on the American Stock Exchange,
or, if not so reported, on the New York Stock Exchange, or, if not so reported,
on the NASDAQ/National Market System, or, if not so reported, the closing sales
price as reported by any other appropriate reporting system of general
circulation, on the date for which the value is to be determined, or if there is
no closing sales price on such date, then on the last day for which transactions
in Shares were so reported prior to the date on which the value is to be
determined.

2.12 "GRANTEE" means a person to whom an Award is made.

2.13 "INCENTIVE STOCK OPTION" or "ISO" means an Option awarded under the
Plan which meets the terms and conditions established by Code Section 422 and
applicable regulations thereunder for such an Option.

2.14 "NON-QUALIFIED STOCK OPTION" or "NQSO" means an Option awarded under
the Plan which by its terms and conditions is not an ISO.

2.15 "OPTION" means the right to purchase, at a price, for a term, under
conditions, and for cash or other considerations (which may include a note from
the Grantee) fixed by the Committee in accordance with such restrictions as the
Plan and the Committee impose, a number of Shares specified by the Committee
(subject to limitations imposed by this Plan). An Option can be either an ISO or
NQSO or a combination thereof.

2.16 "PLAN" means the Company's 1999 Stock Option and Incentive Plan.

2.17 "PERFORMANCE UNIT" means an Award payable only in cash and valued by
reference to designated criteria (other than Shares) established by the
Committee.

2.18 "PERMITTED HOLDER" means (i) the Durwood Voting Trust established
under the 1992 Durwood, Inc. Voting Trust agreement dated December 12, 1992, as
amended and restated on August 12, 1997 (such trust, together with any other
voting trust created pursuant to the terms of such agreement, being referred to
herein as the "Voting Trust"), (ii) any trustee of the Voting Trust appointed in
accordance with the terms of such trust, and (iii) any Subsidiary, any employee
stock purchase plan, stock option plan or other stock incentive plan or program,
retirement plan or automatic reinvestment plan or any substantially similar plan
of the Company or any Subsidiary or any person holding securities of the Company
for or pursuant to the terms of any such employee benefit plan, provided, that
if any lender or other person shall foreclose on or otherwise realize upon or
exercise any remedy with respect to any security interest in or lien on any
securities of the Company held by any person listed in this clause (iii), then
such securities shall no longer be deemed to be held by a Permitted Holder.

2.19 "RULE 16B-3" means Rule 16b-3 promulgated under the Exchange Act, as
amended from time to time.

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2.20 "SECURITIES ACT" means the Securities Act of 1933, as amended from
time to time.

2.21 "SHARES" means shares of the Company's Common Stock or if by reason of
the adjustment provisions hereof any rights under an Award under the Plan
pertain to any other security, such other security.

2.22 "STOCK AWARD" means the grant of a right to receive, at a time or
times fixed by the Committee in accordance with the Plan and subject to such
other limitations and restrictions as the Plan and the Committee impose, the
number of Shares specified by the Committee. A Stock Award may be either a
"Performance Stock Award", under which the receipt of Shares, subject to
provisions of the Plan permitting acceleration, will be conditioned on the
attainment by the Company or a Subsidiary during a performance period of
performance goals established by the Committee, or a "Restricted Stock Award",
under which the receipt of Shares, subject to provisions of the Plan permitting
acceleration, is conditioned on the continued employment of the Grantee or such
other conditions as the Committee may impose, or both.

2.23 "SUBSIDIARY" means any business, including AMC, whether or not
incorporated, in which the Company, at the time an Award is granted or in other
cases at the time of reference, owns directly or indirectly not less than 50% of
the equity interest.

2.24 "SUCCESSOR" means the legal representative of the estate of a deceased
Grantee or the person or persons who shall acquire the right to exercise an
Option, to receive Shares issuable in satisfaction of a Stock Award or to
receive other amounts payable under an Award, by bequest or inheritance or by
reason of the death of the Grantee or pursuant to a qualified domestic relations
order as defined by the Code or Title I of the Employment Retirement Income
Security Act, or the rules thereunder, and other transferees approved in advance
by the Committee.

2.25 "TAX DATE" means the date on which the amount of tax to be withheld
with respect to an Option or Stock Award is determined.

2.26 "TERM" means the period during which a particular Option may be
exercised or the period during which the conditions and/or restrictions placed
on an Award are in effect.

3. ADMINISTRATION OF THE PLAN

3.1 The Plan shall be administered by the Committee.

3.2 The Committee shall have plenary authority, subject to provisions of
the Plan, to: (a) determine when and to whom Awards shall be granted;
(b) determine the form of each Award, its Term, the amount of the Award or the
number of Shares covered by it, if any, the participation by a Grantee in other
plans, and any other terms or conditions of each such Award, including the time
and conditions of exercise or vesting; (c) determine whether Awards will be
granted singly or in combination or tandem; (d) determine the performance goals,
if any, that will be applicable to the Award and eliminate or reduce an Award
otherwise payable that is based on performance goals; (e) accelerate the
vesting, exercise, or payment of an Award when such action(s) would be in the
best interests of the Company; and (f) take any and all other action it deems
necessary or advisable for the proper operation or administration of the Plan.
The Committee also shall have the authority to grant Awards in replacement of
Awards previously granted under the Plan or any other plan of the Company or a
Subsidiary. The Committee's actions in making Awards and fixing their size,
Term, and other terms and conditions shall be final and conclusive on all
persons.

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3.3 The Committee shall have the sole responsibility for construing and
interpreting the Plan, for establishing (and amending) such rules and
regulations as it deems necessary or desirable for the proper administration of
the Plan, and for resolving all questions arising under the Plan. Any decision
or action taken by the Committee arising out of or in connection with the
construction, administration, interpretation and effect of the Plan and of its
rules and regulations shall, to the extent permitted by law, be within its
absolute discretion, except as otherwise specifically provided herein, and shall
be conclusive and binding upon all Grantees, all Successors, and any other
person, whether that person is claiming under or through any Grantee or
otherwise.

3.4 The Committee may designate one of its members as Chairman. It shall
hold its meetings at such times and places as it may determine. All
determinations of the Committee shall be made by a majority of its members. Any
determination reduced to writing and signed by all members shall be fully as
effective as if it had been made by a majority vote at a meeting duly called and
held. The Committee may make such rules and regulations for the conduct of its
business as it shall deem advisable.

3.5 The Committee, in its discretion, may delegate its authority and
duties under the Plan to the Chief Executive Officer and/or to other senior
officers of the Company under such conditions and/or limitations as the
Committee may establish; provided, however, that only the Committee may
establish performance goals and select and grant Awards to Grantees who are
subject to Section 16 of the Exchange Act.

3.6 Service on the Committee shall constitute service as a Director, so
that the members of the Committee shall be entitled to indemnification and
reimbursement as Directors pursuant to its Bylaws and any agreements between the
Company and its Directors providing for indemnification.

3.7 The Committee shall regularly inform the Board as to its actions with
respect to all Awards under the Plan and the terms and conditions of such Awards
in a manner, at such times, and in such form as the Board may reasonably
request.

4. ELIGIBILITY

Awards may be made under the Plan to employees of the Company and its
Subsidiaries who are corporate executives or senior managers, including
executive officers of the Company and its Subsidiaries, other managers,
including theatre managers, and other key employees. Officers shall be employees
for this purpose, whether or not they also are Directors. A Director who is not
an employee shall not be eligible to receive an Award. Awards may be made to
eligible employees whether or not they have received prior Awards under the Plan
or under any previously adopted plan, and whether or not they are participants
in other benefit plans of the Company, AMC or any other Subsidiary.

5. SHARES SUBJECT TO PLAN; LIMITATIONS

5.1 The Company hereby reserves 2,100,000 Shares, for issuance in
connection with Awards under the Plan, subject to adjustment under Section 20.
During the Plan no Grantee may receive Options to acquire more than 750,000
Shares, Stock Awards entitling the Grantee to receive more than 90,000 Shares or
cash awards aggregating more than $2.5 million under Performance Units. During
any 12 month period no Grantee may receive Options to acquire more than 250,000
Shares or Performance Units for cash awards aggregating more than $800,000. No

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Grantee may receive a Stock Award or Awards entitling the Grantee to receive
free of conditions more than 30,000 Shares with respect to any 12 month period,
but determined on an annualized basis so that more than 30,000 Shares may be
received at one time free of conditions with respect to a performance period
exceeding 12 months in duration.

5.2 Any Shares related to Awards which (a) terminate by expiration,
forfeiture, cancellation or otherwise without the issuance of such Shares, or
(b) are settled in cash in lieu of Shares, shall be available again for grant
under the Plan, provided the Participant received no other benefits of ownership
of such Award other than voting rights, if any. Notwithstanding the foregoing,
no Shares which are used by a Participant for the full or partial payment to the
Company of the purchase price of Shares upon exercise of an Option, or for any
withholding taxes due as a result of such exercise, may become available for
Awards under the Plan. The Shares available for issuance under the Plan may be
authorized and unissued shares or treasury shares.

6. GRANTING OF OPTIONS

6.1 Subject to the terms of the Plan, the Committee may from time to time
grant Options to persons eligible under Section 4 above and shall designate such
Options as ISOs or NQSOs.

6.2 Pursuant to Code Section 422 and applicable regulations, an Option
shall not be deemed to be an ISO to the extent that the aggregate Fair Market
Value, as determined on the date or dates of grant, of Shares with respect to
which such ISO is exercisable for the first time by any individual during any
calendar year (under all stock option incentive plans of the Company or a
Subsidiary) exceeds $100,000. ISOs which first become exercisable during a
calendar year shall be taken into account in the order granted. Options that
exceed the $100,000 limit shall be treated as NQSOs.

6.3 The purchase price of each Share subject to Option shall be fixed by
the Committee, provided the purchase price for Shares subject to an Option shall
not be less than 100% of the Fair Market Value of the Shares on the date the
Option is granted.

6.4 Notwithstanding Section 6.3 above, pursuant to Code Section 422 and
applicable regulations, the minimum purchase price of an ISO shall be 110% of
the Fair Market Value of the Shares on the date the ISO is granted with respect
to Grantees who at the time of Award are deemed to own 10% or more of the voting
power of the Company's outstanding Shares.

6.5 Each Option shall expire and all rights to purchase Shares thereunder
shall cease on the date fixed by the Committee.

6.6 Notwithstanding Section 6.5 above, pursuant to Code Section 422 and
applicable regulations, an ISO shall expire and all rights to purchase Shares
thereunder shall cease no later than the fifth anniversary of the date on which
the ISO was granted with respect to Grantees who at the time of Award are deemed
to own 10% or more of the voting power of the Company, and no later than the
tenth anniversary of the date on which the ISO was granted with respect to other
Grantees.

6.7 No Option shall become exercisable prior to the expiration of six
months after the date of its grant, unless otherwise determined by the Committee
or permitted by the Plan, and, subject to the limitations in the Plan, each
Option shall be exercisable for the number of Shares fixed by the Committee.

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7. STOCK AWARDS

7.1 The Committee may grant eligible employees Stock Awards which shall
entitle Grantees to receive Shares in the future for no cash consideration and
which may be subject to such terms, conditions and restrictions, if any, as the
Committee may deem appropriate, including, without limitation, satisfaction of
performance goals, restrictions on transferability and continued employment.

7.2 Subject to provisions of the Plan permitting acceleration, the receipt
of Shares under Stock Awards granted to persons subject to Section 16 of the
Exchange Act will be conditioned on the attainment during a performance period
of performance goals established by the Committee based on criterion described
in Section 9.

7.3 At the time of grant of a Stock Award, the Grantee shall receive
written evidence of the Award in such form as may be approved by the Committee
but shall not be entitled to issuance or delivery of a stock certificate
evidencing the Shares covered by the Award until the Committee certifies that
performance goals have been met and the lapse of any restrictions that may have
been imposed pursuant to the Award. Upon the attainment of such goals and the
lapse of any restrictions, a certificate or certificates representing the number
of Shares covered by the Award, free and clear of all restrictions, shall be
issued and registered in the name of, and delivered to, the Grantee.

7.4 Unless otherwise determined by the Committee or provided in the Plan,
no Shares may be issued under Restricted Stock Awards unless the Grantee remains
employed by the Company or a Subsidiary for one year after the date of the
Award.

8. PERFORMANCE UNITS

8.1 The Committee may grant Awards in the form of Performance Units.

8.2 Amounts payable under a Performance Unit may be payable at a specified
date or dates or upon attaining performance conditions. Subject to provisions of
the Plan permitting acceleration, a Performance Unit granted to persons subject
to Section 16 of the Exchange Act will be conditioned on the attainment during a
performance period of performance goals established by the Committee based on
criteria described in Section 9.

9. PERFORMANCE GOALS

Performance Stock and Performance Unit Awards made to persons subject to
Section 16 of the Exchange Act shall be based on performance goals established
by the Committee not later than 90 days after the start of a performance period
of 12 months duration or longer with respect to which such an Award is made. The
Committee may not increase the compensation payable under an Award that is
otherwise due upon attainment of a performance goal. The Committee shall certify
that the performance goals have been achieved before payment of any such Award.
Performance goals established by the Committee shall be based upon, as the
Committee deems appropriate, one or more of the following business criteria:
(i) Company, subsidiary or strategic business unit Adjusted EBITDA (operating
income plus depreciation and amortization plus preopening expense plus theatre
closure expense); (ii) Company, subsidiary or strategic business unit Unlevered
Net Income (Adjusted EBITDA less depreciation multiplied by one minus the
applicable tax rate) or net income; (iii) diluted earnings per share;
(iv) public market price of the

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Company's Common Stock; (v) private market value of shares of the Company's
Common Stock on a diluted basis, based on a constant multiple of Adjusted EBITDA
plus cash, cash equivalents and investments and investments in other long-term
assets, less corporate borrowings, capitalized and financing lease obligations
and the carrying value of minority interests in other long-term liabilities;
(vi) return to stockholders, measured by increases in the market value of an
investment in shares of the Company's Common Stock, assuming reinvestment of
dividends received; and (vii) Company, subsidiary or strategic business unit
Return on Invested Capital (Unlevered Net Income divided by Invested Capital as
defined below), return on net assets or return on equity. Invested Capital is
defined as the sum of stockholders' equity, corporate borrowings and capital and
financing lease obligations, less cash and equivalents. The Committee may, in
its discretion, determine whether an award will be paid under any one or more of
the business criteria. In setting performance goals, such criteria may be
measured against one or more of the following: (i) the prior year or years'
performance of the Company, a subsidiary or strategic business unit or other
operations based unit or span of a participant's responsibility; (ii) the
performance of a broad based group of stocks such as, but not limited to, the
Standard & Poor's 500 Index or the Russell 2000; and (iii) the performance of a
peer group of two or more companies. Such performance goals may be (but need not
be) different for each performance period. The Committee may set different (or
the same) goals for different Grantees and for different Awards, and performance
goals may include standards for minimum attainment, target attainment, and
maximum attainment. In all cases, however, performance goals shall include a
minimum performance standard below which no part of the relevant Award will be
earned.

10. NON-TRANSFERABILITY OF RIGHTS

Except for assignments made with the Committee's prior approval, no Award,
no rights under any Award, and no payment under the Plan shall be assignable or
transferable otherwise than by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by the Code or Title
I of the Employment Retirement Income Security Act, or the rules thereunder, and
the rights and the benefits of any such Award may be exercised during the
lifetime of the Grantee only by his or her guardian or legal representative or
Successor.

11. DEATH, DISABILITY, RETIREMENT AND OTHER TERMINATION OF EMPLOYMENT

11.1 Subject to the terms of the Plan, the Committee may make such
provisions concerning exercise or lapse of Awards upon the Grantee's death,
disability, retirement, or other termination of employment as it shall in its
discretion determine, provided that:

(a) except as provided in paragraph (b) below, no provision shall permit
an ISO to be exercised after the date three months following the Grantee's
termination of employment,

(b) no provision shall permit an Option to be exercised after the date
which is twelve months following a Grantee's death or disability,

(c) no provision shall permit a NQSO to be exercised after the date
which is three years following the Grantee's retirement from the Company or
a Subsidiary,

(d) except as provided in paragraphs (b) and (c) above, no provision
shall permit a NQSO to be exercised after the date which is six months
following a Grantee's termination of employment,

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(e) except as provided in paragraph (f) below or as permitted by
Sections 12 or 20, all Stock Awards shall be canceled and forfeited if a
Grantee's employment is terminated, and

(f) in the event of Grantee's death, disability or retirement, the
Grantee (or his Successor) shall be entitled immediately to be issued a
certificate or certificates for all of the Shares represented by his Stock
Award(s), free and clear of all performance goal requirements and
restrictions, based in each case on the extent to which performance goals
have been achieved, measured through the date of termination.

For purposes of this Section 11, the term "disability" shall mean "long term
disability", as defined in the AMC Long Term Disability Plan, or any comparable
plan of the Company or AMC, or, if there is no such plan, the inability of the
Grantee to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or to last for a continuous period of not less than twelve months as
determined by the Committee based on the opinion of a qualified physician (or
other medical certificate) and other evidence acceptable to the Committee, and
the term "retirement" shall mean "normal retirement" or, with the approval of
the Committee, "early retirement" pursuant to the applicable terms of the AMC
Defined Benefit Retirement Plan or any comparable plan of the Company or a
Subsidiary covering a Grantee.

11.2 Unless the Committee determines otherwise, Options which pursuant to
their terms are exercisable following termination of a Grantee's employment:

(a) may be exercised only to the extent exercisable upon the date such
employment terminates, if such termination is other than by reason of the
Grantee's death, disability or retirement, and

(b) shall be accelerated if not yet vested and shall be exercisable in
full, free and clear of all restrictions, if such termination is by reason
of the Grantee's death, disability or retirement.

11.3 Transfers of employment between the Company and a Subsidiary, or
between Subsidiaries, shall not constitute termination of employment for
purposes of any Award. The Committee may specify in the terms and conditions of
an Award whether any authorized leave of absence or absence for military or
governmental service or for any other reason shall constitute a termination of
employment for purposes of the Award and the Plan.

12. PROVISIONS RELATING TO CHANGE IN CONTROL

The Committee may provide, at the time of an Award or thereafter, that if a
Change in Control Event occurs or if termination results from such Change in
Control Event, (a) any restrictions on Awards shall lapse immediately and (b)
outstanding Options shall become exercisable immediately. The Committee may also
waive, at the time of an Award or thereafter, the satisfaction of performance
goals with respect to Performance Stock Awards and Performance Units upon the
occurrence of a Change in Control Event or upon termination resulting from a
Change in Control Event, and authorize the issuance of Shares represented by
Stock Awards or the payment of amounts under Performance Unit Awards, based in
each case on the extent to which performance goals have been achieved, measured
through the date a Change in Control Event or termination resulting therefrom
occurs.

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13. WRITING EVIDENCING AWARDS

Each Award granted under the Plan shall be evidenced by a writing which may,
but need not, be in the form of an agreement to be signed by the Grantee. The
writing shall set forth the nature and size of the Award, its Term, the other
terms and conditions thereof, other than those set forth in the Plan, and such
other information as the Committee directs. Acceptance of, or receipt of the
benefits of, an Award by the Grantee shall be conclusively presumed to be assent
to the terms and conditions set forth therein, whether or not the writing is in
the form of an agreement to be signed by the Grantee.

14. EXERCISE OF RIGHTS UNDER AWARDS

14.1 A person entitled to exercise an Option may do so by delivery of a
written notice to that effect specifying the number of Shares with respect to
which the Option is being exercised and any other information the Committee may
prescribe.

14.2 The notice of exercise shall be accompanied by payment in full of the
purchase price for any Shares to be purchased, with such payment being made in
cash, certified or bank cashier's check or money order or in Shares which have
been held by the Grantee for at least six (6) months and having a Fair Market
Value equivalent to the purchase price of such Shares to be purchased, or a
combination thereof. If approved by the Committee, payment of the purchase price
of an Option may also be made by a note, provided that unless the Shares issued
are treasury shares at least the par value of the Shares issued shall be paid in
cash or equivalent or Shares as provided above. The Committee shall establish
appropriate methods for accepting Shares and may impose such conditions as it
deems appropriate on the use of such Shares to exercise an Option.

14.3 Upon exercise of an Option, or after grant of a Stock Award but before
a distribution of Shares in satisfaction thereof, the Grantee may request in
writing that the Shares to be issued in satisfaction of the Award be issued in
the name of the Grantee and another person as joint tenants with right of
survivorship or as tenants in common.

14.4 All notices or requests to the Company provided for herein shall be
delivered to the Secretary of the Company.

15. EFFECTIVE DATE AND DURATION OF THE PLAN AND DATE OF AWARD

15.1 The Plan shall become effective on December 2, 1999, provided any
Awards granted hereunder shall be subject to approval of any governmental body
having jurisdiction over the Company with respect to this Plan within the time
limits applicable to any such governmental approvals.

15.2 The Plan shall remain in effect until all Awards have been exercised
or satisfied in accordance herewith, but no Awards may be granted under the Plan
after the date of the annual meeting of stockholders held in 2002 or
December 31, 2002, whichever first occurs. The terms of any Award may be amended
at any time prior to the end of its Term in accordance with and subject to the
limitations of the Plan.

15.3 The date of an Award shall be the date on which the Committee's
determination to grant the same is final, or such later date as shall be
specified by the Committee in connection with its determination.

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16. AMENDMENTS TO AWARDS

The Committee may at any time unilaterally amend or terminate and cash out
any unexercised or unpaid Award, whether earned or unearned, including, but not
by way of limitation, Awards earned but not yet paid, and/or substitute another
Award of the same or different type, to the extent it deems appropriate;
provided, however, that any amendment to (but not termination of) an outstanding
Award which, in the opinion of the Committee, is materially adverse to the
Grantee, shall require the Grantee's consent. It shall be conclusively presumed
that any adjustment for changes in capitalization and other changes in the
corporate structure or shares of the Company as provided for herein are not
adverse to a Grantee.

17. STOCKHOLDER STATUS

No person shall have any rights as a stockholder by virtue of the grant of
an Award under the Plan, except with respect to Shares actually issued to that
person.

18. POSTPONEMENT OR NON-EXERCISE

The Company shall not be required to issue any certificate or certificates
for Shares upon the exercise of an Option or upon the vesting of a Stock Award
granted under the Plan prior to (a) the obtaining of any approval from any
governmental agency which the Company shall, in its sole discretion, determine
to be necessary or advisable, (b) the taking of any action in order to comply
with restrictions or regulations incident to the maintenance of a public market
for its Shares, and (c) the completion of any registration or other
qualification of such Shares under any state or Federal law or rulings or
regulations of any governmental body which the Company shall, in its sole
discretion, determine to be necessary or advisable. The Company shall not be
obligated by virtue of any terms and conditions of any Award or any provisions
of the Plan to recognize the exercise of an Option or to sell or issue shares in
violation of the Securities Act or the law of any government having jurisdiction
thereof. Any postponement or delay by the Company in recognizing the exercise of
any Option or in issuing any Shares under a Stock Award or otherwise hereunder
shall not extend the Term of an Option nor shorten the Term of any restriction
attached to any Stock Award and neither the Company nor its directors or
officers shall have any obligation or liability to the Grantee of an Award, to a
Successor or to any other person with respect to any Shares as to which the
Option shall lapse because of such postponement or as to which issuance under a
Stock Award was delayed.

19. TERMINATION, SUSPENSION OR MODIFICATION OF PLAN

The Board may terminate, suspend or modify the Plan at any time and in any
manner, provided, however, that without stockholder approval the Board will not
adopt an amendment that requires stockholder approval under Section 162(m) of
the Code.

No termination or suspension of the Plan shall adversely affect any right
acquired by any Grantee or any Successor under an Award granted before the date
of such termination or suspension.

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20. ADJUSTMENTS FOR CORPORATE CHANGES

20.1 In the event of a recapitalization, stock split, stock dividend,
combination or exchange of shares, merger, consolidation, rights offering,
reorganization or liquidation, or any other change in the corporate structure or
shares of the Company, the Committee may (a) make such equitable adjustments,
designed to protect against dilution or enlargement, as it may deem appropriate
in the number and kind of Shares authorized by the Plan and, with respect to
outstanding Awards, in performance goals and in the number and kind of Shares
covered by Awards and in the Option price, and (b) make such arrangements, which
shall be binding upon the holders of unexpired Options and outstanding Stock
Awards, for the substitution of new Options or Stock Awards for any unexpired
Options or Stock Awards then outstanding under the Plan or for the assumption of
any such unexpired Options and outstanding Stock Awards.

20.2 In the event that the Company agrees (a) to sell or otherwise dispose
of all or substantially all of the Company's assets, or (b) to be wholly or
partially liquidated, or (c) to participate in a merger, consolidation or
reorganization, or (d) to sell or otherwise dispose of substantially all the
assets of, or a majority interest in, a Subsidiary, then the Committee may
determine that any and all Options granted under the Plan, in situations
involving an event described in clauses (a) through (c), and any and all Options
granted to employees of the affected Subsidiary in situations described in
clause (d), shall be immediately exercisable in full, and any and all Shares
issuable pursuant to Stock Awards or cash payable under Performance Units made
under the Plan, in situations involving an event described in clauses (a)
through (c), and any and all Shares issuable pursuant to Stock Awards or cash
payable under Performance Units granted to employees of the affected Subsidiary
in situations described in clause (d), shall be immediately issuable or paid in
full, as the case may be, based in each case on the extent to which performance
goals have been achieved to the date of the event described in clause (a), (b),
(c) or (d) above. The Committee may also determine that any Options not
exercised, and any Stock Awards or Performance Units with respect to which any
restrictions shall not have lapsed or conditions shall not have been satisfied,
prior to any such event, or within such period of time thereafter (not to exceed
120 days) as the Committee shall determine, shall terminate.

20.3 The grant of any Award pursuant to the Plan shall not affect in any
way the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its business or assets or the business, assets or stock of a Subsidiary.

21. NON-UNIFORM DETERMINATION

The Committee's determination under the Plan including, without limitation,
determination of the persons to receive Awards, the form, amount and type of
Awards, the terms and provisions of Awards and the written material evidencing
such Awards, any amendments to the terms and provisions of any Awards, and the
granting or rejecting of applications for delivery of Shares need not be uniform
and may be made selectively among otherwise eligible employees whether or not
such employees are similarly situated.

22. TAXES

22.1 The Company may pay, withhold or require a Grantee to remit to it
amounts sufficient to satisfy the Company's federal, state, local or other tax
withholding obligations attributable to

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any Awards after giving notice to the person entitled to receive such amount,
and the Company may defer making payment of any Award if any such tax, charge or
assessment may be pending until indemnified to its satisfaction.

22.2 Subject to the consent of the Committee, in connection with (a) the
exercise of a Non-Qualified Stock Option or (b) satisfaction of conditions
and/or lapse of restrictions on a Stock Award, a Grantee may elect to tender
back to the Company Shares received pursuant to (a) or (b), having a Fair Market
Value sufficient to satisfy the Company's minimum statutory federal, state,
local and other tax withholding obligations associated with the transaction. Any
such election shall be made by a Grantee by delivering written notice to the
Secretary of the Company together with such information and documents as the
Committee may prescribe. The Committee must approve any election, may suspend or
terminate the right to make elections, or may provide with respect to any Award
under this Plan that the right to make elections shall not apply to such Award.

22.3 If, pursuant to the provisions of the Code, the Tax Date of an Award
is deferred and a Grantee elects to have Shares withheld, the full number of
Option Shares or Stock Award Shares may be issued but the Grantee shall enter
into an agreement unconditionally obligating him or her to tender back to the
Company the proper number of Shares on the Tax Date.

23. NONCOMPETITION AND FORFEITURE PROVISION

If the Committee so determines, an Award may specify that a Grantee shall
forfeit all unexercised, unearned, and/or unpaid Awards, including, but not
limited to, Awards earned but not yet paid if, in the opinion of the Committee,
the Grantee, at any time during the period of Grantee's employment and for one
(1) year thereafter, without the written consent of the Committee, engages
directly or indirectly in any manner or capacity as principal, agent, partner,
officer, director, employee, or otherwise, in any business or activity
competitive with the business conducted by the Company, in the geographic area
in which the Company does business, or in any manner which is inimical to the
best interests of the Company.

24. TENURE

Nothing in the Plan or in any agreement entered into pursuant to the Plan
shall confer upon any participant the right to continue in the employment of the
Company or any Subsidiary or affect any right which the Company or Subsidiary
has to terminate the employment of such participant. An employee terminated for
cause, as determined by the Company, shall forfeit all of his rights under the
Plan, except as to Options already exercised and Awards on which restrictions
have already lapsed.

25. APPLICATION OF PROCEEDS

The proceeds received by the Company from the sale of its Shares under the
Plan shall be used for general corporate purposes of the Company and its
Subsidiaries.

26. OTHER ACTIONS

Nothing in the Plan shall be construed to limit the authority of the Company
to exercise its corporate rights and powers, including, by way of illustration
and not by way of limitation, the right to grant options or pay bonuses for
proper corporate purposes otherwise than under the Plan to any employee or any
other person, firm, corporation, association or other entity, or to grant
options

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to, or assume options of, any person in connection with the acquisition by
purchase, lease, merger, consolidation or otherwise, of all or any part of the
business and assets of any person, firm, corporation, association or other
entity.

27. GENDER AND NUMBER

Except when otherwise indicated by the context, words in the masculine
gender when used in the Plan shall include the feminine gender, the singular
shall include the plural, and the plural shall include the singular.

28. REQUIREMENTS OF LAW, GOVERNING LAW

The granting of Awards and the issuance of Shares shall be subject to all
applicable laws, rules and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be required. The
Plan, and all agreements hereunder, shall be construed in accordance with and
governed by the laws of the State of Delaware.

29. EFFECT ON OTHER PLANS

Participation in this Plan shall not affect an employee's eligibility to
participate in any other benefit or incentive plan of the Company or a
Subsidiary. Any Awards made pursuant hereto shall not be used in determining the
benefits provided under any other plan of the Company or a Subsidiary unless
specifically provided therein.

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EXHIBIT B
TO PROXY STATEMENT

SET FORTH BELOW IS THE TEXT OF THE PROPOSED AMC ENTERTAINMENT INC. 1999
STOCK OPTION PLAN FOR OUTSIDE DIRECTORS (THE "DIRECTORS PLAN".)

AMC ENTERTAINMENT INC.
1999 STOCK OPTION PLAN
FOR OUTSIDE DIRECTORS

1. NAME; PURPOSES; DEFINITIONS.

The name of this plan is the AMC Entertainment Inc. 1999 Stock Option Plan
for Outside Directors (the "Plan").

The purpose of the Plan is to provide Outside Directors an opportunity to
acquire Stock of the Company, thereby promoting the long-term success of the
Company by aligning Outside Director interests with those of stockholders and
linking Outside Director compensation to Company performance.

For purposes of this Plan, the following terms shall be defined as set forth
below:

(a) "BOARD" means the Board of Directors of the Company.

(b) "CHANGE IN CONTROL EVENT" shall have the same meaning as in the
Company's 1999 Stock Option and Incentive Plan.

(d) "COMMITTEE" means the Compensation Committee of the Board, or any
other committee the Board may subsequently appoint to administer the Plan
pursuant to Section 2.

(e) "COMPANY" means AMC Entertainment Inc., a corporation organized
under the laws of the State of Delaware (or any successor corporation).

(f) "DISABILITY" means "long term disability," as defined in the
American Multi-Cinema, Inc. Long Term Disability Plan, or any comparable
plan of the Company or American Multi-Cinema, Inc., or, if there is no such
plan, the inability of the Outside Director to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or to last for a
continuous period of not less than twelve months as determined by the
Committee based on the opinion of a qualified physician (or other medical
certificate) and other evidence acceptable to the Committee.

(g) "EFFECTIVE DATE" means the date the plan is approved by the
stockholders of the Company.

(h) "FAIR MARKET VALUE" of a share of Stock on the date as of which fair
market value is to be determined means the closing sales price for the Stock
, as reported on the American Stock Exchange, or, if not so reported, on the
New York Stock Exchange, or, if not so reported, on the NASDAQ/National
Market System, or, if not so reported, the closing sales price as

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reported by any other appropriate reporting system of general circulation,
on the date for which the value is to be determined, or if there is no
closing sales price on such date, then the closing price on the last day for
which transactions in Stock were so reported prior to the date on which the
value is to be determined.

(i) "MATURE STOCK" means Stock which was obtained through the exercise
of an option under this Plan or any other plan of the Company, or otherwise,
which is delivered to the Company in order to exercise an Option and which
has been held continuously by an Optionee for six months or more.

(j) "NONQUALIFIED STOCK OPTION" means any Stock Option that by its
terms is designated as not being an "incentive stock option" within the
meaning of Section 422 of the Code.

(k) "OPTION VALUE" means 30% of the Fair Market Value of a share of the
Company's Stock on the date a Stock Option is granted.

(l) "OPTION PRICE" means 100% of the Fair Market Value of a share of
the Company's Stock on the date a Stock Option is granted.

(m) "OPTIONEE" means the recipient of a Stock Option.

(n) "OUTSIDE DIRECTOR" means a director of the Company who is not an
employee of the Company or any of its subsidiaries.

(o) "STOCK" means the Company's presently authorized Common Stock, par
value 66 2/3 cents per share, except as this definition may be modified
pursuant to Section 3 hereunder.

(p) "STOCK OPTION" means any nonqualified option to purchase shares of
Stock granted pursuant to Section 5.

2. ADMINISTRATION.

The Plan shall be administered by a Committee of not less than two
Directors, who shall be appointed by the Board and who shall serve at the
pleasure of the Board. Until otherwise specified by the Board, the Plan shall be
administered by the Compensation Committee of the Board. If at any time no
Committee shall be in office, then the functions of the Committee shall be
exercised by the Board.

The Committee shall have no discretion as to the Directors to whom stock
options are granted, the timing of such grants, the number of shares subject to
any Stock Option, the exercise price of any Stock Option, the periods during
which any Stock Option may be exercised or the term of any Stock Option, which
matters shall be determined as herein provided.

3. STOCK SUBJECT TO PLAN.

(a) The total number of shares of Stock reserved and available for
issuance under the Plan shall be 200,000. Such shares may consist, in whole or
in part, of authorized and unissued shares or treasury shares.

(b) In the event of any merger, reorganization, consolidation,
recapitalization, Stock dividend, or other change in corporate structure
affecting the Stock, a substitution or adjustment shall be made in (i) the
aggregate number and kind of shares reserved for issuance under the Plan,

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(ii) the limits on the number of options that may be granted to each
non-employee director under the Plan and (iii) the number and kind and option
price of shares subject to outstanding Stock Options granted under the Plan, as
may be determined by the Board, provided that the number of shares subject to
any award shall always be a whole number.

(c) If any shares of Stock subject to a Stock Option shall not be issued
or transferred or shall cease to be issuable or transferable under such Stock
Option, such shares shall no longer be charged against the limitation provided
for in paragraph (a) of this Section 3 and may again be made subject to Stock
Options. Notwithstanding the foregoing, no shares which are used by an Optionee
for the full or partial payment to the Company of the purchase price of shares
upon exercise of an Option, or for any withholding taxes due as a result of such
exercise, may become available for Stock Options under the Plan.

4. ELIGIBILITY.

Each member of the Board who is an Outside Director shall receive
Nonqualified Stock Options in accordance with the provisions of Section 5.

5. STOCK OPTIONS.

(a) (i) On the first business day after the 1999 Annual Meeting of
Stockholders of the Company, and thereafter on the first business day after such
person is elected or appointed to the Board during the term of the Plan, each
member of the Board who is an Outside Director who has not theretofore received
an award under this clause (i) shall be granted automatically on a one-time
basis a Nonqualified Stock Option for that number of shares of Stock determined
by dividing $14,000 by the Option Value, and rounding the result up to the next
integral of 10.

(ii) On the first business day after the 1999 Annual Meeting of
Stockholders of the Company, and thereafter on the first business day during
the term of the Plan, each member of the Board who is an Outside Director who
shall have filed with the Secretary of the Company prior to the date such person
is elected or appointed to the Board a written election to receive Stock Options
in lieu of all or a specified portion of his or her annual cash retainer shall
be granted automatically a Nonqualified Stock Option to purchase that number of
shares of Stock determined by dividing all or such specified portion of such
annual cash retainer (up to $65,000) by the Option Value and rounding the result
up to the next integral of 10.

(iii) If an Outside Director is elected or appointed to the Board other
than on the date of an annual meeting of stockholders, the $65,000 amount
described in clause (ii) will be prorated based on the remaining number of
quarterly periods remaining until the next regularly scheduled annual meeting of
stockholders.

(b) Stock Options granted under the Plan shall be subject to the following
terms and conditions:

(i) The exercise price per share of Stock purchasable under a Stock
Option shall be the Option Price as of the date of grant.

(ii) Each Stock Option shall vest and become exercisable on the first
anniversary date of the date of grant and may be exercised by written notice
to the Company of the election to exercise and of the number of shares
elected to be purchased in such form as the Committee has prescribed or
approved, together with payment in full of the purchase price in cash,
personal check, wire transfer, certified or cashier's check, or delivery of
Stock certificates for

52
<PAGE>
Mature Stock, endorsed in blank or accompanied by executed stock powers with
signatures guaranteed by a national bank or trust company or a member of a
national securities exchange.

(iii) If an Optionee resigns (other than due to a Disability or upon or
after reaching age 70) or does not stand for election (prior to retirement
from the Board upon or after reaching age 70) or is removed from his or her
position as a Director or is not re-elected to his or her position as a
Director, any unexercised portion of any Stock Option granted to him or her
under the terms of the Plan shall terminate ninety (90) days following the
date of such resignation, removal or end of the term of such position. If an
Optionee dies while a Director or resigns due to a Disability, any
unexercised portion of any Stock Option granted to him or her under the
terms of the Plan shall terminate one year from the date of death or
resignation. If an Optionee retires or does not stand for re-election due to
retirement from the Board of Directors upon or after reaching age 70, any
unexercised portion of any Stock Option granted to him or her under the
terms of the Plan shall terminate three years from the date of the end of
his or her term. All options shall fully vest and become exercisable upon
the occurrence of a Change in Control Event or upon termination of service
as a Director by reason of death, Disability or retirement upon or after
reaching age 70. It is understood, however, that the right to exercise any
outstanding Stock Options during any period following any terminating event
other than death, disability or retirement upon or after reaching age 70 or
termination as a result of the occurrence of a Change in Control Event shall
only exist to the extent such Stock Options were exercisable immediately
preceding the terminating event.

(iv) Each Stock Option shall cease to be exercisable on the date that is
ten years following the date of grant.

(v) The aggregate number of shares of Stock that may be granted to any
non-employee member of the Board pursuant to the Plan may not exceed 50,000
shares.

(vi) Except as otherwise provided in the option agreement, Stock Options
shall not be transferable by the Optionee otherwise than by will or by the
laws of descent and distribution.

(vii) Any required withholding taxes required to be paid to the Company
in connection with the exercise of any Stock Option shall be paid, at the
election of the director, in cash or by the Company's withholding of shares
of Stock issuable to the director under the Stock Option, or by any
combination of the foregoing. To the extent that tax provisions are
satisfied with shares of the Company's Stock, such Stock shall be valued at
Fair Market Value on the appropriate transaction date.

(c) Each Optionee shall enter into a Stock Option agreement with the
Company, which agreement shall set forth, among other things, the exercise price
of the Stock Option, the term of the Stock Option and provisions regarding
exercisability of the Stock Option granted thereunder, which provisions shall
not be inconsistent with the terms set forth herein.

6. AMENDMENT AND TERMINATION.

The Board may amend, alter, modify or discontinue the Plan at any time,
provided that the Board may not amend or alter the provisions of the Plan
without the approval of the stockholders if the amendment would materially
increase the number of securities that may be issued under the Plan.

53
<PAGE>
7. GENERAL PROVISIONS.

(a) If necessary to effect compliance with applicable securities laws,
each person purchasing shares pursuant to a Stock Option must represent to and
agree with the Company in writing that such person is acquiring the shares
without a view to the distribution thereof.

(b) All certificates for shares of Stock delivered under the Plan shall be
subject to such stock transfer orders and other restrictions as may apply from
time to time under the rules, regulations, and other requirements of the
Securities and Exchange Commission, any stock exchange upon which the Stock is
then listed, and any applicable federal or state securities law, and a legend or
legends may be put on any such certificates to make appropriate reference to any
required restriction on transfer.

(c) Nothing contained in the Plan shall prevent the Board from adopting
other or additional compensation arrangements, subject to stockholder approval
if such approval is legally required; and such arrangements may be either
generally applicable or applicable only in specific cases. The adoption of the
Plan shall not confer upon any member of the Board any right to continued
membership on such Board.

(d) No member of the Board or the Committee, nor any officer or employee
of the Company acting on behalf of the Board or the Committee, shall be
personally liable for any action, determination, or interpretation taken or made
in good faith with respect to the Plan, and all members of the Board and the
Committee and any officer or employee of the Company acting on their behalf
shall, to the extent permitted by law, be fully indemnified and protected by the
Company in respect to any such action, determination or interpretation.

(e) This Plan shall be construed in accordance with the laws of the State
of Delaware.

8. TERM OF PLAN.

No Stock Option shall be granted pursuant to the Plan on or after the fifth
anniversary of the Effective Date, but awards theretofore granted may extend
beyond that date.

54
<PAGE>
AMC ENTERTAINMENT INC.

ANNUAL MEETING OF STOCKHOLDERS
AMC Town Center 20 Theatres

11701 Nall

Leawood, Kansas

Thursday, December 2, 1999

11:00 a.m. local time

VOTE BY INTERNET

Your Internet vote is quick, convenient and your vote is immediately
submitted. Just follow these easy steps:

<TABLE>
<S> <C>
1. Read the accompanying Proxy Statement.

2. Visit our Internet Voting site at http://www.umb.com/proxy
and follow the instructions on the screen.
</TABLE>

Your Internet vote authorizes the named proxies to vote your shares to the
same extent as if you marked, signed, dated and returned the proxy card.
Please note that all votes cast by Internet must be submitted prior to
5:00 p.m. Central Time, December 1, 1999.

IF YOU VOTE BY INTERNET, PLEASE DO NOT RETURN YOUR PROXY BY MAIL.

THANK YOU FOR YOUR VOTE.

Cut or tear along perforated edge.

--------------------------------------------------------------------------

AMC ENTERTAINMENT INC.
106 WEST 14TH STREET KANSAS CITY, MISSOURI 64105
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Messrs. Peter C. Brown and Paul E. Vardeman,
jointly and severally, as Proxies, each with the power to appoint his
substitute, and hereby authorizes them to represent and vote, as designated
below, all of the Common Stock of AMC Entertainment Inc. which the undersigned
is entitled to vote at the Annual Meeting of Stockholders to be held on December
2, 1999 and at any adjournments thereof.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING PROPOSALS:

<S> <C> <C>
1. Election of Directors: FOR all nominees listed. WITHHOLD AUTHORITY
(EXCEPT AS MARKED TO THE TO VOTE FOR ALL NOMINEES LISTED.
CONTRARY) / / / /

NOMINEES. Messrs. W. Thomas Grant, II and Charles S. Paul
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THAT NOMINEE'S NAME ON
THE SPACE PROVIDED BELOW.
-------------------------------------------------------------------------------------------------------

2. PROPOSAL TO ratify the appointment of PricewaterhouseCoopers LLP as independent accountants of the
Company for the fiscal year ending March 30, 2000.

FOR / / AGAINST / / ABSTAIN / /

3. PROPOSAL TO approve the AMC Entertainment Inc. 1999 Stock Option and Incentive Plan as described in
the accompanying proxy statement.

FOR / / AGAINST / / ABSTAIN / /

4. PROPOSAL TO approve the AMC Entertainment Inc. 1999 Stock Option Plan for Outside Directors as
described in the accompanying proxy statement.

FOR / / AGAINST / / ABSTAIN / /

5. In their discretion, the Proxies are authorized to vote on such other business as may properly come
before the meeting.
</TABLE>

(Continued and to be signed on the reverse side)
<PAGE>
AMC ENTERTAINMENT INC.

ANNUAL MEETING OF STOCKHOLDERS
AMC Town Center 20 Theatres

11701 Nall

Leawood, Kansas

Thursday, December 2, 1999

11:00 a.m. local time

VOTE BY INTERNET

YOUR INTERNET VOTE IS QUICK, CONVENIENT AND YOUR VOTE IS IMMEDIATELY
SUBMITTED. JUST FOLLOW THESE EASY STEPS:

<TABLE>
<S> <C>
1. Read the accompanying Proxy Statement.

2. Visit our Internet Voting site at http://www.umb.com/proxy
and follow the instructions on the screen.
</TABLE>

IF YOU VOTE BY INTERNET, PLEASE DO NOT RETURN YOUR PROXY BY MAIL.

THANK YOU FOR YOUR VOTE.

Cut or tear along perforated edge.

--------------------------------------------------------------------------

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED "FOR" THE ELECTION OF THE NOMINEES NAMED AND "FOR" PROPOSALS 2, 3 AND
4.

<S> <C> <C>
Please date and sign exactly as name appears. When shares are
held by joint tenants, both must sign. When signing as an
attorney, executor, administrator, trustee or guardian, please
give full title as such. If a corporation, please sign in full
corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized
person.

Date --------------------------------------------- , 1999

Signature -----------------------------------------------

Signature (if held jointly) -----------------------------------

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.
</TABLE>