UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported) July 14, 1999
AMC ENTERTAINMENT INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-8747 43-1304369
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
106 W. 14TH STREET
P.O. BOX 219615
KANSAS CITY, MO 64121-9615
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (816) 221-4000
Item 1. Changes in Control of Registrant.
As a result of the death of Mr. Stanley H. Durwood, former Co-Chairman
and Chief Executive Officer of the Company, a change in control of the
Company may be deemed to have occurred. However, the events described
herein do not constitute a "change in control" as defined under the Company's
credit facility or note indentures.
Following Mr. Durwood's death, the Company's Board of Directors named
Mr. Peter C. Brown Chairman and Chief Executive Officer of the Company.
At the time of his death on July 14, 1999, Mr. Durwood was the
principal stockholder of the Company. His holdings included 4,041,993
shares of Class B Stock, or 100% of the shares of that class. Each of these
shares has ten votes per share, and Mr. Durwood's Class B shares generally
represent 67.5% of the combined voting power of the outstanding shares of
the Company, other than in the election of directors. In the election of
directors, holders of Class B Stock are presently entitled to elect 75% of
the Board of Directors.
Legal title to Mr. Durwood's Class B shares is held by the 1992
Durwood, Inc. Voting Trust dated December 12, 1992, as amended and restated
on August 12, 1997 (the "Voting Trust"). The Voting Trust has issued a single
Voting Trust certificate to the trust created under the Revocable Trust
Agreement dated August 14, 1989 of Stanley H. Durwood, as amended and
restated on May 12, 1999 (the "Revocable Trust"). The successor trustees
under the Voting Trust and the Revocable Trust are Raymond F. Beagle, Jr.,
general counsel of the Company, and Charles J. Egan, Jr., a director of the
Company (collectively the "Successor Trustees"). The Successor Trustees have
voting power over the 4,041,093 shares of Class B Stock held in the Voting
Trust.
The Successor Trustees have filed a report on Schedule 13D (the
"Report") summarizing the terms of the Voting Trust and Revocable Trust.
According to the Report:
"The terms of the Voting Trust provide that it was
established to ensure continuity and stability of Company policies
and prudent and competent management of the Company's business.
The Voting Trust generally directs the Successor Trustees to
exercise their best judgment in the interest of the Company to
assure proper, stable and continuous management of the Company.
The Voting Trust generally empowers the Successor Trustees to vote
shares of the Company held therein in such manner as in their
judgment may be for the best interests of the holders of
beneficial interests in the Voting Trust while taking into account
the interest of the Company. The Voting Trust provides that the
trustees are to hold shares in the Voting Trust for the common and
mutual benefit of the beneficiaries, subject to the terms of the
Voting Trust.
Except for the limited open market sales required to meet
funding requirements referred to herein, the [Successor Trustees]
have no plans or proposals to sell stock of the Company or to
engage in any other transaction of a nature required to be
disclosed under [Item 4 of] Schedule 13D.
Subject to the requirement to make the distributions
described below, the Revocable Trust authorizes and directs the
trustees of the Revocable Trust to retain as an investment any
securities of the Company or Voting Trust certificates which may
be held by the Revocable Trust until such time as such trustees in
their sole and absolute judgment and discretion deem it be to the
best advantage of the Revocable Trust and its beneficiaries and
the Company to sell them.
Notwithstanding the transfer of Voting Trust certificates
evidencing beneficial interests in the Class B Stock of the Company to
the [Pamela Yax Durwood] Marital Trust and the [Stanley H. Durwood]
Foundation, the Successor Trustees of the Voting
Trust will retain voting power over the shares of Class B Stock held in
the Voting Trust relating to such Voting Trust certificates.
Among other matters, the Revocable Trust provides for the
distribution to the [Pamela Yax Durwood] Marital Trust of Voting Trust
certificates representing the beneficial interest in 500,000 shares of
Class B Stock of the Company. This distribution is to be made within one
year after the date of Mr. Durwood's death. The [Pamela Yax Durwood]
Marital Trust provides for the distribution of all income and, in addition,
certain amounts of principal in cash or in kind to Pamela Yax Durwood, the
surviving spouse of Stanley H. Durwood and the sole beneficiary of the
[Pamela Yax Durwood] Marital Trust during her lifetime, at such times as she
may request, subject to specified annual limits.
The Revocable Trust also provides for the creation and
funding of charitable remainder trusts for various persons in the
aggregate amount of $1.7 million. It likely will be necessary to
sell Company shares in order to provide for such trusts.
After making allowance for all other distributions and
taxes, debts and expenses of administration, the Revocable Trust
provides for the distribution of the remainder of its assets to
the [Stanley H. Durwood] Foundation. These assets are expected to
include all other Voting Trust certificates evidencing beneficial
interests in Class B Stock of the Company.
The [Stanley H. Durwood] Foundation is intended to qualify under Section
509(a)(3) of the Internal Revenue Code. The [Stanley H. Durwood]
Foundation Trust Indenture directs the trustees thereunder to distribute all
net income of the [Stanley H. Durwood] Foundation and so much of principal as
they deem appropriate to establish, support and fund such programs operated,
funded or sponsored by The Greater Kansas City Community Foundation and
Affiliated Trusts as the Stanley H. Durwood Foundation trustees
deem appropriate. However, the [Stanley H. Durwood] Foundation Trust
Indenture does not mandate distribution of principal over or during any
specified period of time. The terms of the [Stanley H. Durwood] Foundation
Trust Indenture empower the trustees of the [Stanley H. Durwood] Foundation
to hold shares of stock and Voting Trust certificates and do not require
diversification of investments. "
The Report states that under the terms of the Voting Trust Agreement,
the Successor Trustees must consent to any transfer of shares held in the
Voting Trust by a beneficiary and to any release of shares from, or any
termination of, the Voting Trust. The Voting Trust expires no later than
December 31, 2030, unless, if permitted by law, the Voting Trust trustees
extend its term. The Successor Trustees may appoint and remove additional
trustees and may designate their own successors.
Mr. Beagle and Mr. Egan are surviving trustees of the Stanley H. Durwood
Foundation and Mr. Egan is trustee of the Pamela Yax Durwood Marital Trust.
Item 7. Exhibits
*99.1 Press release issued on July 15, 1999.
99.2 Amended and Restated 1992 Durwood, Inc. Voting Trust Agreement
dated August 12, 1997. (Incorporated by reference from Exhibit 99.2 of
Schedule 13D filed on July 22, 1999 by Raymond F. Beagle, Jr. and Charles J.
Egan on behalf of and as successor trustees of the 1992 Durwood, Inc. Voting
Trust dated December 12, 1992, as amended and restated on August 12, 1997,
on behalf of and as successor trustees of the Revocable Trust Agreement
dated August 14, 1989 of Stanley H. Durwood, as amended and restated on May
12, 1999, and as surviving trustees of the Stanley H. Durwood Foundation,
and by Charles J. Egan, Jr. as trustee of the Pamela Yax Durwood Marital
Trust to be created under the Revocable Trust.)
*Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMC ENTERTAINMENT INC.
Date: July 23, 1999 By: /s/Richard L. Obert
Richard L. Obert
Senior Vice President and
Chief Accounting Officer
Exhibit 99.1
Brenda Nolte July 15, 1999
Corporate Affairs Officer
AMC Entertainment Inc.
(816) 221-4000
AMC Entertainment mourns loss of visionary leader
Stan Durwood, and reaffirms succession plan
KANSAS CITY, Mo. - AMC Entertainment Inc., (AMEX: AEN), one of the world's
leading theatrical exhibition companies, has announced today that Stanley H.
Durwood, co-chairman and chief executive officer, died last night, at his Kansas
City home after a long battle with esophageal cancer. He was 78.
Upon return from the military service in 1945, Durwood joined his father Edward
D. Durwood in what was then a small, regional theatre circuit. After his
father's death in 1960, Durwood steered the growth of the company to become
today's AMC Entertainment. Under Durwood's leadership, AMC has grown to become
a major theatre circuit with over 2,700 screens and a significant presence in
North America, Europe and Asia. Recognized as theinventor of the multiplex,
a multiple-screen movie theatre, Durwood was honored many times
as an innovator and visionary in the theatrical exhibition industry.
He was also recognized for his wide range of charitable and community interests.
"Stan Durwood was a true legend of the theatrical exhibition industry, as well
as one of the great entrepreneurs of all time. His passing is a deep loss for
everyone who knew and worked with him in the industry, and in Stan's beloved
hometown of Kansas City," said Peter Brown of AMC Entertainment. "Stan's vision
and drive created the preeminent company in our industry," Brown said. "He
prepared the company well for its future, leaving a strong foundation for
continued growth and leadership."
AMC expects no changes in ownership in the wake of Durwood's passing. Under an
ownership succession plan that has long been in place, Durwood's AMC stock is
held by a Voting Trust as the owner of record, under the trusteeship of Raymond
F. Beagle Jr., the company's general counsel, and Charles J. Egan Jr., a
director of the company. The Board of Directors has formally elected Brown as
the company's new chairman and chief executive officer under a previously
announced management succession plan.
AMC Entertainment Inc. is a leader in the theatrical exhibition industry.
Through its worldwide circuit of AMC Theatres, the Company operates 218 theatres
with 2,729 screens in 23 states, the District of Columbia, Hong Kong, Japan,
Portugal, Spain and Canada. Its Common Stock trades on the American Stock
Exchange under the symbol AEN. The Company is headquartered in Kansas City,
Mo. For more information on the Company, visit the website at
www.amctheatres.com.
Any forward-looking statements contained in this release, which reflect
management's best judgment based on factors currently known, involve risks
and uncertainties. Actual results could differ materially from those
anticipated in the forward-looking statements included herein as a result of
a number of factors, including but not limited to the Company's ability to
enter into various financing programs, competition from other companies,
demographic changes, changes in economic climate,increase in demand for
uncertainties.
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