UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _________)*
AMC ENTERTAINMENT, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
001669 10 0
(CUSIP Number)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
Page 1 of 6 pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The Northwestern Mutual Life Insurance Company
39-0509570
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Wisconsin
NUMBER OF 5. SOLE VOTING POWER
SHARES
BENEFICIALLY 703,433
OWNED BY
EACH 6. SHARED VOTING POWER
REPORTING
PERSON 34,482
WITH
7. SOLE DISPOSITIVE POWER
703,433
8. SHARED DISPOSITIVE POWER
34,482
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 737,915
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions): N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 5.2%
12. TYPE OF REPORTING PERSON (See Instructions): IC
Item 1
(a) Name of Issuer: AMC Entertainment, Inc.
(b) Address of Issuer's Principal Executive Offices:
106 West 14th Street, Kansas City, MO 64105-1977
Item 2
(a) Name of Person Filing: The Northwestern Mutual
Life Insurance Company
(b) Address of Principal Business Office: 720 East
Wisconsin Avenue, Milwaukee, Wisconsin 53202
(c) Citizenship or Place of Organization: Wisconsin
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 001669 10 0
Item 3 If this statement is filed pursuant to Rules
13d-1(b), or 13d-2(b), check whether the person
filing is a:
(a) [ ] Broker or Dealer registered under Section 15
of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [X] Insurance Company as defined in
section 3(a)(19) of the Act
(d) [ ] Investment Company registered under
section 8 of the Investment Company Act
(e) [ ] Investment Adviser registered under
section 203 of the Investment Advisers Act
of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which
is subject to the provisions of the
Employee Retirement Income Security Act
of 1974 or Endowment Fund; see
section 240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with
section 240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with section
240.13d-1(b)(1)(ii)(H)
Item 4 Ownership
If the percent of the class owned, as of December 31 of
the year covered by the statement, or as of the last day of
any month described in Rule 13d-1(b)(2), if applicable,
exceeds five percent, provide the following information as
of that date and identify those shares which there is a
right to acquire.
(a) Amount Beneficially Owned: 737,915 shares. This
amount consists of (i) 703,433 shares of Common Stock which
may be acquired by conversion of shares of $1.75 Cumulative
Convertible Preferred Stock owned by The Northwestern Mutual
Life Insurance Company, and (ii) 34,482 shares of Common
Stock which may be acquired by conversion of shares of
$1.75 Cumulative Convertible Preferred Stock held in The
Northwestern Mutual Life Insurance Company Group Annuity
Separate Account. Pursuant to Rule 13d-4 of the Securities
Exchange Act of 1934 (the "Exchange Act"), The Northwestern
Mutual Life Insurance Company disclaims beneficial ownership
of all of the shares of Common Stock reported in this
Schedule 13G as its ability to receive such shares is
subject to a material contingency (i.e., the right of AMC
Entertainment, Inc. to pay cash in lieu of issuing such
shares) solely within the control of AMC Entertainment, Inc.
This Schedule 13G shall not be construed as an admission
that The Northwestern Mutual Life Insurance Company is for
purposes of Section 13(d) or Section 13(g) of the Exchange
Act the beneficial owner of the securities covered by this
Schedule.
(b) Percent of Class: 5.2%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
703,433
(ii) shared power to vote or to direct the
vote: 34,482
(iii) sole power to dispose or to direct the
disposition of: 703,433
(iv) shared power to dispose or to direct the
disposition of: 34,482
Item 5 Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased
to be the beneficial owner of more than five percent of the
class of securities, check the following [ ].
Item 6 Ownership of More than Five Percent on Behalf of
Another Person: N/A
Item 7 Identification and Classification of the
Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company: N/A
Item 8 Identification and Classification of Members of
the Group: N/A
Item 9 Notice of Dissolution of Group: N/A
Item 10 Certification
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purposes or
effect.
SIGNATURE
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.
February 11, 1998
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By: /s/ John M. Bremer
John M. Bremer
Executive Vice President,
General Counsel and
Secretary
80416
CUSIP NO.: 001669 10 0 13G Page 6 of 6 Pages
