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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
AMC ENTERTAINMENT INC.
(Name of Issuer)
COMMON STOCK, 66 2/3 CENTS PAR VALUE
(Title of Class of Securities)
001669 10 0
(CUSIP Number)
JOHN L. EISEL
WILDMAN, HARROLD, ALLEN & DIXON
225 WEST WACKER DRIVE, SUITE 2800
CHICAGO, ILLINOIS 60606-1229
(312) 201-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JANUARY 3, 2001
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b) (3) or (4), check the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Section
240.13d-7(b) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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PAGE 1 OF 10 PAGES
CUSIP NO. 001669 10 0
SCHEDULE 13D
1. NAMES OF REPORTING PERSONS/ I.R.S. Ronald B. Ferrin
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ]
GROUP (SEE INSTRUCTIONS) (b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS) PF
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF 7. SOLE VOTING POWER 355,700
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 705,500
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 355,700
REPORTING
PERSON WITH: 10. SHARED DISPOSITIVE POWER 705,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,061,200
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN 5.5%
ROW (11)
14. TYPE OF REPORTING PERSON* IN
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PAGE 2 OF 10 PAGES
CUSIP NO. 001669 10 0
1. NAMES OF REPORTING PERSONS/ I.R.S. Janet Madori-Ferrin
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ]
GROUP (SEE INSTRUCTIONS) (b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS) PF
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF 7. SOLE VOTING POWER 522,000
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 522,000
REPORTING
PERSON WITH: 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 522,000
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN 2.7%
ROW (11)
14. TYPE OF REPORTING PERSON* IN
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PAGE 3 OF 10 PAGES
CUSIP NO. 001669 10 0
1. NAMES OF REPORTING PERSONS/ I.R.S. John E. Gorman
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ]
GROUP (SEE INSTRUCTIONS) (b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS) PF
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF 7. SOLE VOTING POWER 239,400
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 705,500
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 239,400
REPORTING
PERSON WITH: 10. SHARED DISPOSITIVE POWER 705,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 944,900
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN 4.9%
ROW (11)
14. TYPE OF REPORTING PERSON* IN
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PAGE 4 OF 10 PAGES
CUSIP NO. 001669 10 0
1. NAMES OF REPORTING PERSONS/ I.R.S. Fairmac Realty Corporation
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) 54-0944952
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ]
GROUP (SEE INSTRUCTIONS) (b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF 7. SOLE VOTING POWER 705,500
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 705,500
REPORTING
PERSON WITH: 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 705,500
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN 3.6%
ROW (11)
14. TYPE OF REPORTING PERSON* CO
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PAGE 5 OF 10 PAGES
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the shares of Common Stock, par
value 66 2/3 cents per share (the "Common Stock"), of AMC Entertainment Inc., a
Delaware corporation (the "Company"), and amends a Schedule 13D filed with the
Securities and Exchange Commission (the "SEC") on December 18, 2000. All
capitalized terms contained herein but not otherwise defined shall have the
meanings ascribed to such terms in the original Schedule 13D previously filed
with the SEC.
The principal executive offices of the Company are located at 106 W. 14th
Street, Kansas City, Missouri 64141.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is filed by the following reporting persons
(collectively, the "Reporting Persons" and individually, a "Reporting Person"):
1. RONALD B. FERRIN. Mr. Ferrin is Vice President and Treasurer of
Fairmac Realty Corporation. Mr. Ferrin is also President of Landonomics Corp.,
an Illinois corporation. Landonomics is engaged primarily in the business of
real estate development and management. Mr. Ferrin's business address is 2215
York Road, Suite 209, Oak Brook, IL 60523. Mr. Ferrin is a U.S. citizen. Mr.
Ferrin is the husband of Janet Madori-Ferrin.
2. JANET MADORI-FERRIN. Ms. Madori-Ferrin is President of Personal
Preference, Inc., an Illinois corporation engaged primarily in home art
distribution. Ms. Madori-Ferrin's address is 1 Oak Court, Oak Brook, IL 60521.
Ms. Madori-Ferrin is a U.S. citizen and is the wife of Ronald B. Ferrin.
3. JOHN E. GORMAN. Mr. Gorman is the President of Fairmac Realty
Corporation. Mr. Gorman's business address is 2215 York Road, Suite 302, Oak
Brook, IL 60523. Mr. Gorman is a U.S. citizen.
4. FAIRMAC REALTY CORPORATION. Fairmac Realty Corporation, a Delaware
corporation, is primarily engaged in the business of real estate investment. The
principal place of business and principal office of Fairmac is located at 2215
York Road, Suite 302, Oak Brook, IL 60523. Following is a list of each of the
directors and officers of Fairmac:
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PAGE 6 OF 10 PAGES
<TABLE>
<CAPTION>
NAME AND TITLE BUSINESS ADDRESS CITIZENSHIP
----------------------------- -------------------------------- ----------------------
<S> <C> <C>
EXECUTIVE OFFICERS:
John E. Gorman 2215 York Road, Suite 302, U.S.A.
President Oak Brook, IL 60523
Ronald B. Ferrin 2215 York Road, Suite 209, U.S.A.
Vice President, Treasurer Oak Brook, IL 60523
Stuart Babendir 2215 York Road, Suite 302, U.S.A.
Secretary Oak Brook, IL 60523
DIRECTORS:
John E. Gorman 2215 York Road, Suite 302, U.S.A.
Oak Brook, IL 60523
Ronald B. Ferrin 2215 York Road, Suite 209, U.S.A.
Oak Brook, IL 60523
</TABLE>
During the last five years, none of the Reporting Persons nor Stuart
Babendir (i) has been convicted in any criminal proceedings (excluding traffic
violations or similar misdemeanors); or (ii) was a party to a civil proceeding
of any judicial or administrative body of competent jurisdiction as a result of
which it was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or a finding of any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
During the period from January 4, 2001 to January 10, 2001, Mr. Ferrin
purchased an aggregate of 225,000 shares of Common Stock for an aggregate
purchase price of $775,114.02. The source of funding for such purchases was the
personal funds of Mr. Ferrin.
During the period from December 21, 2000 to January 4, 2001, Ms.
Madori-Ferrin purchased an aggregate of 91,000 shares of Common Stock for an
aggregate purchase price of $269,219.90. The source of funding for such
purchases was the personal funds of Ms. Madori-Ferrin.
During the period from January 5, 2001 to January 10, 2001, Mr. Gorman
purchased an aggregate of 129,900 shares of Common Stock for an aggregate
purchase price of $490,728. The source of funding for such purchases was the
personal funds of Mr. Gorman.
During the period from December 18, 2000 to January 9, 2001, Fairmac Realty
Corporation purchased an aggregate of 203,000 shares of Common Stock for an
aggregate purchase price of $574,456. The source of funding for such purchases
was the general working capital of Fairmac.
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PAGE 7 OF 10 PAGES
ITEM 4. PURPOSE OF TRANSACTION.
The purchases of the shares reported in this Schedule 13D were made for the
purpose of making an investment in the Company. Consistent with such purpose,
the Reporting Persons have had and expect to continue to have discussions with
management of the Company concerning the Company and its investment in the
Company. The Reporting Persons may also engage in such discussions with other
shareholders of the Company.
The Reporting Persons may, in the future, purchase additional shares of the
Common Stock or other securities of the Company depending on the price of the
shares and circumstances at the time such acquisitions, if any, are made.
Alternatively, one or more of the Reporting Persons may at any time determine to
realize on its investment in the shares of Common Stock through the sale of all
or some of the shares.
Except as set forth herein, the Reporting Persons have no present plans or
proposals that would result in or relate to (a) an extraordinary corporate
transaction involving the Company or any or its subsidiaries; (b) a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries; (c) a change in the present board of directors or management of
the Company; (d) a material change in present capitalization or dividend policy
of the Company; (e) any other material change in the Company's business or
corporate structure; (f) changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which might impede the acquisition or
control of the Company by any person; (g) causing securities of the Company to
be delisted from a national security exchange or to cease to be authorized to be
quoted in an interdealer quotation system of a registered national securities
association; (h) causing securities of the Company to be eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act or
(f) any other similar action.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The Company's Form 10-Q for the quarter ended September 28, 2000, disclosed
that 19,427,098 shares of the Common Stock were outstanding as of September 28,
2000.
Ronald B. Ferrin is the beneficial owner of 1,061,200 shares of Common
Stock, representing approximately 5.5% of the outstanding shares of Common stock
and has sole voting and dispositive power over 355,700 of these shares and has
shared voting and dispositive power over 705,500 of these shares.
Janet Madori-Ferrin is the beneficial owner of 522,000 shares of Common
Stock, representing approximately 2.7% of the outstanding shares of Common stock
and has sole voting and dispositive power over these shares.
John E. Gorman is the beneficial owner of 944,900 shares of Common Stock,
representing approximately 4.9% of the outstanding shares of Common stock and
has sole voting and
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PAGE 8 OF 10 PAGES
dispositive power over 239,400 of these shares and has shared voting and
dispositive power over 705,500 of these shares.
Fairmac Realty Corporation is the beneficial owner of 705,500 shares of
Common Stock, representing approximately 3.6% of the outstanding shares of
Common stock and has sole voting and dispositive power over these shares.
The filing of this statement shall not be construed as an admission that
the persons filing are beneficial owners of the shares covered by this Statement
for any purpose, including purposes of Sections 13, 14 or 16 of the Securities
Exchange or 1934, as amended.
All transactions in the Common Stock effected by the Reporting Persons
since the most recent filing on Schedule 13D were effected in open market
transactions and are set forth below:
SCHEDULE OF TRANSACTIONS
RONALD B. FERRIN
<TABLE>
<CAPTION>
PRICE PER SHARE
NUMBER OF (EXCLUDING
DATE SHARES COMMISSIONS)
-------------------------- ------------------- --------------------------
<S> <C> <C>
01/04/01 45,000 $2.968
01/05/01 50,000 3.010
01/08/01 29,700 3.087
01/09/01 78,300 3.991
01/10/01 22,000 3.948
</TABLE>
JANET MADORI-FERRIN
<TABLE>
<CAPTION>
PRICE PER SHARE
NUMBER OF (EXCLUDING
DATE SHARES COMMISSIONS)
-------------------------- ------------------- --------------------------
<S> <C> <C>
12/21/00 21,000 $2.828
01/03/01 20,000 3.073
01/04/01 50,000 2.968
</TABLE>
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PAGE 9 OF 10 PAGES
JOHN E. GORMAN
<TABLE>
<CAPTION>
PRICE PER SHARE
NUMBER OF (EXCLUDING
DATE SHARES COMMISSIONS)
-------------------------- ------------------- --------------------------
<S> <C> <C>
01/05/01 29,600 $3.087
01/09/01 78,300 3.991
01/10/01 22,000 3.948
</TABLE>
FAIRMAC REALTY CORPORATION
<TABLE>
<CAPTION>
PRICE PER SHARE
NUMBER OF (EXCLUDING
DATE SHARES COMMISSIONS)
-------------------------- ------------------- --------------------------
<S> <C> <C>
12/18/00 1,400 $2.637
12/19/00 50,000 2.626
12/20/00 37,900 2.589
12/27/00 1,500 2.699
12/28/00 37,700 2.729
12/29/00 28,900 2.741
01/05/01 29,600 3.087
01/09/01 16,000 3.991
</TABLE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Reporting Persons are not a party to any contract, arrangement,
understanding or relationship with respect to any securities of the Company,
including but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, the giving or withholding of
proxies or pledge or otherwise subject to a contingency the occurrence of which
would give another person voting or investment power over such securities.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Joint Filing Agreement dated January 16, 2001, among the
Reporting Persons.
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PAGE 10 OF 10 PAGES
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 16, 2001
/s/ Ronald B. Ferrin
----------------------------------------
Ronald B. Ferrin
/s/ Janet Madori-Ferrin
----------------------------------------
Janet Madori-Ferrin
/s/ John E. Gorman
----------------------------------------
John E. Gorman
FAIRMAC REALTY CORPORATION
/s/ Ronald B. Ferrin
----------------------------------------
Ronald B. Ferrin,
Vice President and Treasurer
