UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
------- -------
Commission file number 1-8747
AMC ENTERTAINMENT INC.
(Exact name of registrant as specified in its charter)
Delaware 43-1304369
(State or other jurisdiction
of incorporation or organization) (I.R.S. Employer Identification No.)
106 West 14th Street
P. O. Box 219615
Kansas City, Missouri 64121-9615
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (816) 221-4000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock, 66 2/3 cents par value American Stock Exchange, Inc.
Pacific Stock Exchange, Inc.
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No ___
---- ----
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ ]
The aggregate market value of the registrant's voting stock held by non-
affiliates as of May 12, 2000, computed by reference to the closing price
for such stock on the American Stock Exchange on such date, was
$83,257,382.
Number of shares
Title of each class of common stock Outstanding as of May 12, 2000
Common Stock, 66 2/3 cents par value 19,427,098
Class B Stock, 66 2/3 cents par value 4,041,993
AMC Entertainment Inc., hereby amends Part III, Item 11 of its Annual
Report on Form 10-K for the year ended March 30, 2000 to include the
amended Item 11. Executive Compensation.
Item 11. Executive Compensation.
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 March 30, 2000, April 1,
1999 and April 2, 1998, respectively.
<TABLE>
Summary Compensation Table
<CAPTION>
Long-Term
Compensation
Awards-Securities
Annual Compensation Underlying
---------------------
Fiscal Options/ All Other
Name and Other Annual
Principal Position Year Salary Bonus Compensation(1)SARs Compensation(2)
<S> <C> <C> <C> <C> <C> <C>
Peter C. Brown 2000$471,244 $112,455 N/A - $9,462
Chief Executive
Officer 1999 409,241 - N/A 125,000 5,334
and President 1998 296,444 - N/A - 4,960
Stanley H.
Durwood(3) 2000 152,656 - N/A - -
Chief Executive
Officer 1999 567,008 - N/A 150,000 -
1998 536,558 - N/A - -
Philip M.
Singleton 2000 375,145 66,300 N/A - 7,789
Chief Operating
Officer 1999 383,702 - N/A 100,000 5,317
1998 316,679 - N/A - 4,896
Richard M. Fay 2000 285,473 31,875 N/A 42,750 8,550
President-AMC Film 1999 298,075 - N/A - 4,503
Marketing 1998 286,982 45,000 N/A - 4,676
Richard T. Walsh 2000 270,089 31,875 N/A 15,500 8,058
Executive Vice
President, 1999 238,666 - N/A - 4,639
Film Operations,
AMC 1998 226,441 60,000 N/A - 4,805
Film Marketing
John D. McDonald 2000 256,308 42,075 N/A 50,500 7,685
Executive Vice
President, 1999 217,695 - N/A - 8,308
North American
Operations 1998 199,442 60,000 N/A - 6,883
(1)For the years presented perquisites and other personal benefits did not
exceed the lesser of $50,000 or 10% of total annual salary and bonus.
(2)For fiscal 2000, 1999 and 1998, All Other Compensation is comprised of
AMC's contributions under AMC's 401(k) Savings Plan and Non-Qualified
Deferred Compensation Plan, both of which are defined contribution plans.
(3)Mr. Stanley H. Durwood died on July 14, 1999.
</TABLE>
Option Grants
The following table provides certain information concerning individual
grants of stock options made during the last completed fiscal year under
the 1994 Plan to each of the Named Executive Officers. There were no
grants of stock options made during the last fiscal year under the 1999
Plan.
<TABLE>
Option/SAR Grants in Last Fiscal Year
<CAPTION>
Number of % of Total
Securities Options/SARs Potential Realizable Value at
Underlying Granted to Assumed Annual Rates of
Options/ Employees Exercise or Stock Price Appreciation for
SARs in Fiscal Base Price Expiration Option Term(2)
Name Granted(1) Year ($/share) Date 5%($) 10% ($)
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Peter C. Brown - - $ - - $ - $ -
Stanley H.
Durwood(3) - - - - - -
Philip M.
Singleton - - - - - -
Richard M.
Fay 42,750 9.10% 17.69 06/18/09 475,546 1,205,127
Richard T.
Walsh 15,500 3.30% 17.69 06/18/09 172,420 436,947
John D.
McDonald 50,500 10.80% 17.69 06/18/09 561,756 1,423,601
(1) The stock options granted during the fiscal year ended March 30, 2000
are 50% 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.
</TABLE>
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
March 30, 2000.
<TABLE>
Aggregated Option/SAR Exercises in Last Fiscal Year
and Fiscal Year End Option/SAR Values
<CAPTION>
Value of
Number of Unexercised
Securities Underlying In-The-Money
Unexercised Options/ Options/SARs at
Shares Acquired SARs at FY-End FY-End (1)
Name on Exercise Value
Realized Exercisable Unexercisable Exercisable
Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Peter C. Brown - $ - 284,000 - $ - $ -
Stanley H.
Durwood(2) - - 237,500 - - -
Philip M.
Singleton - - 233,600 - - -
Richard M. Fay - - 23,625 21,375 - -
Richard T. Walsh - - 37,250 7,750 - -
John D. McDonald - - 29,750 25,250 - -
(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 AMCE's Common Stock as of March 30, 2000. There were no
in-the-money options outstanding as of March 30, 2000.
(2)Mr. Stanley H. Durwood died July 14, 1999.
</TABLE>
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 $170,000 (in 2000).
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 Supplemental Executive Retirement Plan,
assuming retirement in calendar 2000 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 $275,000 in 2000.
<TABLE>
<CAPTION>
Highest Consecutive
Five year Average
Annual Compensation Years of Credited Service
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
15 20 25 30 35
---- ---- ---- ---- ----
$125,000 $17,510 $23,347 $29,184 $35,021 $41,857
150,000 21,260 28,347 35,434 42,521 50,607
175,000 25,010 33,347 42,684 50,021 58,357
200,000 28,760 38,347 48,934 57,521 67,107
225,000 32,510 43,347 54,184 65,021 76,857
250,000 36,260 48,347 60,434 72,521 85,607
275,000 40,010 53,347 66,684 80,021 93,357
</TABLE>
As of March 30, 2000, the years of credited service under the
Retirement Plan for each of the Named Executive Officers were: Mr. Peter C.
Brown, nine years, Mr. Philip M. Singleton, 26 years, Mr. Richard M. Fay,
four years; Mr. Richard T. Walsh, 25 years; and Mr. John D. McDonald, 25
years.
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. Peter C. Brown, Mr. Stanley H. Durwood and Mr. Philip M. Singleton
have been designated as eligible to participate in the REP. The amount
paid to Mr. Durwood with respect to fiscal 2000 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 $15,000, 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.
Compensation of Directors
Prior to December 2, 1999, each of AMCE's non-employee directors
received an annual fee of $32,000 for service on the Board of Directors
and, in addition, $1,500 for each Board meeting and $1,000 for each Board
committee meeting which they attended. Effective December 2, 1999, each
non-employee director receives $65,000 for service on the Board of
Directors and, in addition, $1,500 for each Board meeting and $1,000 for
each Board committee meeting which they attend.
Pursuant to the 1999 Stock Option Plan for Outside Directors, which
was approved by stockholders at the annual meeting in December, 1999, the
non-employee directors are permitted to elect to receive up to all of their
annual $65,000 fee in the form of stock options. The number of options
which may be received is determined by dividing the amount of the fee taken
in the form of options by 30% of the fair market value of the Company's
Common Stock on the effective date of the grant, which is the first
business day after the annual meeting. Under the plan, each non-employee
director also received a one-time grant of options whose value (estimated
under the plan for this purpose at 30% of the fair market value of the
Company's stock) was $14,000. Options generally become exercisable one
year after grant and terminate ten years after grant. However,
exercisability is accelerated upon the occurrence of a change in control,
as defined in the plan, death, disability or retirement upon or after
reaching age 70, and options will terminate prior to the tenth anniversary
date of grant within specified periods following termination of service as
a director. Directors may elect to pay any required withholding taxes in
connection with the exercise of an option by having the Company withhold
shares otherwise issuable upon exercise. The maximum number of shares
issuable under the plan is 200,000, and no director may receive more than
50,000 shares under the plan.
For the fiscal year ended March 30, 2000, the non-employee directors
received the following for their service as directors under the Company's
compensation arrangements for non-employee directors: Charles J. Egan,
Jr.: $85,000; 4,670 options; W. Thomas Grant, II: $15,000; 26,340 options;
Paul E. Vardeman: $57,000; 11,340 options; Charles S. Paul: $5,801; 26,340
options; and John P. Mascotte: $13,000; 0 options.
Employment Contracts, Termination of Employment and Change in Control
Arrangements
Mr. Stanley H. Durwood had an employment agreement with AMCE 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 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 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 $1,509,000 in
settlement of Mr. Durwood's employment agreement.
Messrs. Peter C. Brown, Philip M. Singleton, Richard M. Fay, Richard
T. Walsh and John D. McDonald 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. Fay-
$285,000; Mr. Walsh-$285,000 and Mr. McDonald-$210,000. 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. Fay, Mr. Walsh and Mr. McDonald 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. Fay, Mr. Walsh
or Mr. McDonald is 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 previously purchased by him with the proceeds of a loan from the
Company. (Mr. Brown financed the purchase of 375,000 shares with such a
loan and Mr. Singleton financed the purchase of 250,000 shares 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 of control as of March 30, 2000 were as
follows: Mr. Brown-$1,094,000; Mr. Singleton-$1,375,000; Mr. Fay-$570,000;
Mr. Walsh-$570,000; and Mr. McDonald-$480,000. 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 March 30, 2000 were, as follows: Mr. Brown-$0 and Mr.
Singleton-$0. The amount of note proceeds and interest that would be
forgiven by the Company assuming termination by reason of a change of
control as of March 30, 2000 were as follows: Mr. Brown-$4,274,000 and Mr.
Singleton-$1,963,000.
As permitted by the 1994 and 1999 Stock Option and Incentive Plans,
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 of control.
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 week's 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.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
AMC ENTERTAINMENT INC.
By: /s/Craig R. Ramsey
----------------------------
Craig R. Ramsey
Senior Vice President,
Finance, Chief Financial Officer and
Chief Accounting Officer
Date:November 2, 2000
