-----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, UHo8dnIa62rAlodzi2qd+xfjWUwuN44mRHKAtZyJfFy6KKfAU+fDRIrqtruSW9TL bwtsOTKgJPhvXNOSoOi90Q== 0000919574-96-000265.txt : 19960308 0000919574-96-000265.hdr.sgml : 19960308 ACCESSION NUMBER: 0000919574-96-000265 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960307 SROS: AMEX SROS: PSE 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: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-34911 FILM NUMBER: 96532145 BUSINESS ADDRESS: STREET 1: 106 W 14TH ST STREET 2: P O BOX 419615 CITY: KANSAS CITY STATE: MO ZIP: 64141-6615 BUSINESS PHONE: 8162214000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SANDLER CAPITAL MANAGEMENT CENTRAL INDEX KEY: 0001000742 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE STREET 2: 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2127548100 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No.: Name of Issuer: AMC Entertainment Inc. Title of Class of Securities: Common Stock CUSIP Number: 001669100 (Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications) Edward Grinacoff c/o Sandler Capital Management 767 5th Avenue New York, New York 10153 (212) 754-8100 (Date of Event which Requires Filing of this Statement) February 27, 1996 If the filing person has previously filed a statement on Schedule 13G to report the acquisition which 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 [ ]. Check the following line if a fee is being paid with this statement [ X ]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of class. See Rule 13d-7). *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). 2 CUSIP No. 001669100 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Sandler Capital Management 2. Check the Appropriate Box if a Member of a Group a. b. x 3. SEC Use Only 4. Source of Funds WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization New York Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 130,340 8. Shared Voting Power: 9. Sole Dispositive Power: 130,340 10. Shared Dispositive Power: 11. Aggregate Amount Beneficially Owned by Each Reporting Person 130,340 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 3 13. Percent of Class Represented by Amount in Row (11) 2.43% 14. Type of Reporting Person PN 4 CUSIP No. 001669100 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Harvey Sandler 2. Check the Appropriate Box if a Member of a Group a. b. X 3. SEC Use Only 4. Source of Funds WC 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 Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 8. Shared Voting Power: 155,160 9. Sole Dispositive Power: 10. Shared Dispositive Power: 155,160 11. Aggregate Amount Beneficially Owned by Each Reporting Person 155,160 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares X 5 13. Percent of Class Represented by Amount in Row (11) 2.89% 14. Type of Reporting Person IN 6 CUSIP No. 001669100 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person John Kornreich 2. Check the Appropriate Box if a Member of a Group a. b. X 3. SEC Use Only 4. Source of Funds WC 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 Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 8. Shared Voting Power: 155,160 9. Sole Dispositive Power: 10. Shared Dispositive Power: 155,160 11. Aggregate Amount Beneficially Owned by Each Reporting Person 155,160 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares X 7 13. Percent of Class Represented by Amount in Row (11) 2.89% 14. Type of Reporting Person IN 8 CUSIP No. 001669100 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Barry Lewis 2. Check the Appropriate Box if a Member of a Group a. b. X 3. SEC Use Only 4. Source of Funds WC 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 Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 8. Shared Voting Power: 155,160 9. Sole Dispositive Power: 10. Shared Dispositive Power: 155,160 11. Aggregate Amount Beneficially Owned by Each Reporting Person 155,160 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares X 9 13. Percent of Class Represented by Amount in Row (11) 2.89% 14. Type of Reporting Person IN 10 CUSIP No. 001669100 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Michael Marocco 2. Check the Appropriate Box if a Member of a Group a. b. X 3. SEC Use Only 4. Source of Funds WC 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 Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 8. Shared Voting Power: 155,160 9. Sole Dispositive Power: 10. Shared Dispositive Power: 155,160 11. Aggregate Amount Beneficially Owned by Each Reporting Person 155,160 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares X 11 13. Percent of Class Represented by Amount in Row (11) 2.89% 14. Type of Reporting Person IN 12 CUSIP No. 001669100 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Andrew Sandler 2. Check the Appropriate Box if a Member of a Group a. b. X 3. SEC Use Only 4. Source of Funds WC 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 Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 8. Shared Voting Power: 155,160 9. Sole Dispositive Power: 10. Shared Dispositive Power: 155,160 11. Aggregate Amount Beneficially Owned by Each Reporting Person 155,160 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares X 13 13. Percent of Class Represented by Amount in Row (11) 2.89% 14. Type of Reporting Person IN 14 Item 1. Security and Issuer. The class of equity to which this statement relates is the common stock (the "Common Stock") of AMC Entertainment Inc. (the "Issuer"). The Issuer has its principal executive offices at 106 West 14th Street, Kansas City, MO 64141-6615. Item 2. Identity and Background. The Reporting Persons are Sandler Capital Management, a registered investment adviser and a New York general partnership ("SCM"), and Harvey Sandler, Barry Lewis, John Kornreich, Michael Marocco and Andrew Sandler (each, an "Individual", and collectively, the "Individuals"). SCM holds shares on behalf of certain managed accounts with respect to which SCM exercises investment and voting discretion. Each Individual, through a Delaware corporation that is controlled by such Individual and that serves as a general partner of SCM, may be deemed to be a beneficial owner of the shares of the Common Stock held by such managed accounts. Sandler Associates ("SA"), a New York limited partnership, owns 155,160 shares of Common Stock. Each Individual is a general partner of SA. The principal business of each of the Reporting Persons is investing. The business address for each of the persons described above in this Item 2 is 767 Fifth Avenue, New York, New York 10153. The telephone number is (212) 754-8100. During the last five years, none of the persons described above in this Item 2 has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, none of the persons described above in this Item 2 has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction the result of which it or he was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Each Individual is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration. The source of funds for the acquisition of the shares of Common Stock was the general working capital of SCM and SA. The aggregate 285,500 shares of the Common Stock were acquired for a total purchase price of $5,063,042. 15 Purchase Name # of Shares Price Accounts Managed by SCM 130,340 $2,278,399 Sandler Associates 155,160 2,784,643 Item 4. Purpose of Transaction. The shares of Common Stock held by SCM and SA are held for investment purposes. The Reporting Persons have no plans or proposals which relate to or would result in any of the actions set forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) SCM through various managed accounts indirectly beneficially owns 130,340 shares of Common Stock. SA beneficially owns 155,160 shares of Common Stock. Based on the Issuer's 10-Q dated December 31, 1995 there are 5,368,380 shares of Common Stock outstanding. Therefore, the 285,500 shares of Common Stock referred to in Item 3 of this Schedule 13D represent 5.32% of the shares of outstanding Common Stock of the Issuer. (b) The responses to Items 7 through 10 on pages 3 through 13 of this Schedule 13D are incorporated by reference in response to this Item. (c) All transactions in the Common Stock effected by SCM and SA in the last sixty days were effected in open market transactions and are set forth in Exhibit B hereto. (d) Not Applicable. (e) Not Applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Not Applicable. Item 7. Material to be Filed as Exhibits. 1. A Joint Filing Agreement relating to the Filing of a Joint Statement as required by Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, is filed herewith as Exhibit A. 16 2. A Schedule of Transactions listing all transactions in the Common Stock that were effected by SCM and SA in the last sixty days is filed herewith as Exhibit B. Signature After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. By: Sandler Capital Management By: ARH Corp. By: /s/ Harvey Sandler _____________________ Harvey Sandler /s/ Harvey Sandler ________________________ Harvey Sandler /s/ Barry Lewis ________________________ Barry Lewis /s/ John Kornreich ________________________ John Kornreich /s/ Michael Marocco ________________________ Michael Marocco /s/ Andrew Sandler ________________________ Andrew Sandler March 7, 1996 ____________________________ Date 17 EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) 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 7th day of March, 1996. By: Sandler Capital Management By: ARH Corp. By: /s/ Harvey Sandler _____________________ Harvey Sandler /s/ Harvey Sandler ________________________ Harvey Sandler /s/ Barry Lewis ________________________ Barry Lewis /s/ John Kornreich ________________________ John Kornreich /s/ Michael Marocco ________________________ Michael Marocco /s/ Andrew Sandler ________________________ Andrew Sandler 18 EXHIBIT B SCHEDULE OF TRANSACTIONS Sandler Capital Management Price Per Share Number of (Excluding Date Shares Commission) ____ ___________ _______________ 1/18/96 8,000 $20.488 1/18/96 1,500 20.25 1/26/96 2,500 19.375 2/15/96 3,000 21.00 2/20/96 5,500 21.00 2/26/96 1,800 20.875 2/27/96 5,000 20.50 Sandler Associates Price Per Share Number of (Excluding Date Shares Commission) ____ ___________ _______________ 1/18/96 2,000 $20.488 2/13/96 17,300 21.00 2/15/96 500 21.00 2/21/96 19,200 21.0925 2/22/96 200 21.125 2/23/96 8,500 21.00 2/23/96 1,500 21.125 2/26/96 6,000 20.875 2/27/96 15,000 20.50 19 71200131.AJ9 -----END PRIVACY-ENHANCED MESSAGE-----