-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I/xlx9l4/9p5NnvBxp3l0gsJacqGlHXLtSmTPs/M5XUkGMIRPE9rC2KWj3Petdnk QR9BFIZ32saRJORV/BY0sg== 0000912057-00-053993.txt : 20001219 0000912057-00-053993.hdr.sgml : 20001219 ACCESSION NUMBER: 0000912057-00-053993 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001218 GROUP MEMBERS: FAIRMAC REALTY CORPORATION GROUP MEMBERS: FERRIN RONALD B GROUP MEMBERS: JANET MADORI-FERRIN GROUP MEMBERS: JOHN E. GORMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMC ENTERTAINMENT INC CENTRAL INDEX KEY: 0000722077 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE THEATERS [7830] IRS NUMBER: 431304369 STATE OF INCORPORATION: DE FISCAL YEAR END: 0401 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-34911 FILM NUMBER: 791328 BUSINESS ADDRESS: STREET 1: 106 WEST 14TH STREET CITY: KANSAS CITY STATE: MO ZIP: 64105 BUSINESS PHONE: 8164804744 MAIL ADDRESS: STREET 1: 106 WEST 14TH STREET CITY: KANSAS CITY STATE: MO ZIP: 64105 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FERRIN RONALD B CENTRAL INDEX KEY: 0001129942 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1 OAK COURT CITY: OAK BROOK STATE: IL ZIP: 60521 BUSINESS PHONE: 6305714300 MAIL ADDRESS: STREET 1: 1 OAK COURT CITY: OAK BROOK STATE: IL ZIP: 60521 SC 13D 1 a2033606zsc13d.txt SCH13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __)* 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) DECEMBER 6, 2000 (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). PAGE 1 OF 10 PAGES CUSIP NO. 001669 10 0 SCHEDULE 13D 1. NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Ronald B. Ferrin (ENTITIES ONLY) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (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 130,700 SHARES BENEFICIALLY 8. SHARED VOTING POWER 502,500 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 130,700 REPORTING PERSON WITH: 10. SHARED DISPOSITIVE POWER 502,500 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 633,200 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE [ ] INSTRUCTIONS) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.3% 14. TYPE OF REPORTING PERSON* IN
PAGE 2 OF 10 PAGES CUSIP NO. 001669 10 0 1. NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Janet Madori-Ferrin (ENTITIES ONLY) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (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 431,000 SHARES BENEFICIALLY 8. SHARED VOTING POWER 0 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 431,000 REPORTING PERSON WITH: 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 431,000 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE [ ] INSTRUCTIONS) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2% 14. TYPE OF REPORTING PERSON* IN
PAGE 3 OF 10 PAGES CUSIP NO. 001669 10 0 1. NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS John E. Gorman (ENTITIES ONLY) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (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 109,500 SHARES BENEFICIALLY 8. SHARED VOTING POWER 502,500 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 109,500 REPORTING PERSON WITH: 10. SHARED DISPOSITIVE POWER 502,500 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 612,000 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE [ ] INSTRUCTIONS) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.2% 14. TYPE OF REPORTING PERSON* IN
PAGE 4 OF 10 PAGES CUSIP NO. 001669 10 0 1. NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Fairmac Realty Corporation (ENTITIES ONLY) 54-0944952 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (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 502,500 SHARES BENEFICIALLY 8. SHARED VOTING POWER 0 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 502,500 REPORTING PERSON WITH: 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 502,500 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE [ ] INSTRUCTIONS) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.6% 14. TYPE OF REPORTING PERSON* CO
PAGE 5 OF 10 PAGES SCHEDULE 13D ITEM 1. SECURITY AND ISSUER. This 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") whose principal executive office is 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:
NAME AND TITLE BUSINESS ADDRESS CITIZENSHIP - -------------------------- -------------------------------- --------------- 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
PAGE 6 OF 10 PAGES 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
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. The aggregate purchase price of the 130,700 shares of Common Stock purchased by Mr. Ferrin was $172,639.80. The source of funding for such purchase was the personal funds of Mr. Ferrin. The aggregate purchase price of the 431,000 shares of Common Stock purchased by Ms. Madori-Ferrin was $1,060,910.13. The source of funding for such purchase was the personal funds of Ms. Madori-Ferrin. The aggregate purchase price of the 109,500 shares of Common Stock purchased by Mr. Gorman was $211,316. The source of funding for such purchase was the personal funds of Mr. Gorman. The aggregate purchase price of the 502,500 shares of Common Stock purchased by Fairmac Realty Corporation was $1,143,998. The source of funding for such purchase was the general working capital of Fairmac. 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 expects 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 PAGE 7 OF 10 PAGES 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 633,200 shares of Common Stock, representing approximately 3.3% of the outstanding shares of Common stock and has sole voting and dispositive power over 130,700 of these shares and has shared voting and dispositive power over 502,500 of these shares. Janet Madori-Ferrin is the beneficial owner of 431,000 shares of Common Stock, representing approximately 2.2% 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 612,000 shares of Common Stock, representing approximately 3.2% of the outstanding shares of Common stock and has sole voting and dispositive power over 109,500 of these shares and has shared voting and dispositive power over 502,500 of these shares. Fairmac Realty Corporation is the beneficial owner of 502,500 shares of Common Stock, representing approximately 2.6% 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. PAGE 8 OF 10 PAGES All transactions in the Common Stock effected by the Reporting Persons in the last sixty days were effected in open market transactions and are set forth below: SCHEDULE OF TRANSACTIONS RONALD B. FERRIN
NUMBER OF PRICE PER SHARE DATE SHARES (EXCLUDING COMMISSIONS) - -------------------------- ------------------- -------------------------- 10/23/00 10,000 $1.135 10/24/00 25,000 1.198 10/25/00 69,200 1.139 10/26/00 6,500 1.323 11/28/00 20,000 2.198
JANET MADORI-FERRIN
NUMBER OF PRICE PER SHARE DATE SHARES (EXCLUDING COMMISSIONS) - -------------------------- ------------------- -------------------------- 11/15/00 20,600 $3.214 11/15/00 9,400 3.010 11/14/00 27,400 3.062 11/17/00 32,600 3.010 11/16/00 10,000 3.010 11/30/00 40,000 2.198 12/01/00 9,000 2.135 12/06/00 200,000 2.197 12/08/00 20,500 2.493 12/11/00 28,000 2.510 12/12/00 15,000 2.510 12/14/00 18,500 2.633
PAGE 9 OF 10 PAGES JOHN E. GORMAN
NUMBER OF PRICE PER SHARE DATE SHARES (EXCLUDING COMMISSIONS) - -------------------------- ------------------- -------------------------- 11/01/00 80,000 $1.855 12/01/00 29,500 2.134
FAIRMAC REALTY CORPORATION
NUMBER OF PRICE PER SHARE DATE SHARES (EXCLUDING COMMISSIONS) - -------------------------- ------------------- -------------------------- 12/04/00 400,000 $2.197 12/12/00 10,500 2.257 12/15/00 92,000 2.625
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 December 18, 2000, among the Reporting Persons.
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: December 18, 2000 /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 EX-1 2 a2033606zex-1.txt JOINT FILING AGREEMENT EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of AMC Entertainment, Inc., and that this Agreement be included as an Exhibit to such joint filing. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 18th day of December, 2000. /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 -----END PRIVACY-ENHANCED MESSAGE-----