-----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, AmgDhinDb3xKp5SL/hiiStv1s/3FOdqHXMG6tuuTSnlQTMMPQKT8mi8inD0xtpdV UnAjXxxgm0ccLl402PMgpw== 0000921530-03-000127.txt : 20030214 0000921530-03-000127.hdr.sgml : 20030214 20030214111640 ACCESSION NUMBER: 0000921530-03-000127 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030214 GROUP MEMBERS: ALCR CORP. GROUP MEMBERS: ANDREW SANDLER GROUP MEMBERS: FOUR JK CORP. GROUP MEMBERS: JOHN KORNREICH GROUP MEMBERS: MICHAEL J. MAROCCO GROUP MEMBERS: MJDM CORP. GROUP MEMBERS: SANDLER CAPITAL MANAGEMENT GROUP MEMBERS: SANDLER CAPITAL PARTNERS V FTE, L.P. GROUP MEMBERS: SANDLER CAPITAL PARTNERS V GERMANY, L.P. GROUP MEMBERS: SANDLER CAPITAL PARTNERS V, L.P. GROUP MEMBERS: SANDLER INVESTMENT PARTNERS, L.P. 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: 0302 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34911 FILM NUMBER: 03563814 BUSINESS ADDRESS: STREET 1: 920 MAIN STREET STREET 2: N/A CITY: KANSAS CITY STATE: MO ZIP: 64105 BUSINESS PHONE: 8162214000 MAIL ADDRESS: STREET 1: 920 MAIN STREET STREET 2: N/A CITY: KANSAS CITY STATE: MO ZIP: 64105 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SANDLER CAPITAL MANAGEMENT CENTRAL INDEX KEY: 0001000742 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 112792496 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A 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 STREET 2: 45TH FL CITY: NEW YORK STATE: NY ZIP: 10153 SC 13G/A 1 amcentertain_13ga3-21403.txt SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 3) AMC ENTERTAINMENT INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 00169100 - -------------------------------------------------------------------------------- (CUSIP Number) February 14, 2003 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) CUSIP No. 00169100 13G Page 2 of 27 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sandler Capital Management 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH 6 SHARED VOTING POWER REPORTING PERSON WITH 1,887,122* 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 4,205,024 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,205,024 shares of Common Stock 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.8% 12 TYPE OF REPORTING PERSON PN (*) The Reporting Person together with other Reporting Persons named herein may be deemed to beneficially own shares of the Issuer's Series A Preferred Stock that are convertible into shares of Common Stock as indicated herein. However, the Reporting Person has agreed pursuant to a Securities Purchase Agreement, dated as of June 29, 2001, by and among the Issuer, certain Reporting Persons and certain other persons named in such Securities Purchase Agreement, for a period commencing on the Closing Date and ending on April 19, 2006, not to convert such Series A Preferred Stock into Common Stock except in connection with the disposition of such Common Stock to an unaffiliated third party. As such, the Reporting Person has no ability to exercise voting power with respect to the Common Stock following conversion during such time period. CUSIP No. 00169100 13G Page 3 of 27 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sandler Capital Partners V, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 1,346,354* OWNED BY EACH 6 SHARED VOTING POWER REPORTING PERSON WITH 0 7 SOLE DISPOSITIVE POWER 2,994,326 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,994,326 shares of Common Stock 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.4% 12 TYPE OF REPORTING PERSON PN (*) The Reporting Person together with other Reporting Persons named herein may be deemed to beneficially own shares of the Issuer's Series A Preferred Stock that are convertible into shares of Common Stock as indicated herein. However, the Reporting Person has agreed pursuant to a Securities Purchase Agreement, dated as of June 29, 2001, by and among the Issuer, certain Reporting Persons and certain other persons named in such Securities Purchase Agreement, for a period commencing on the Closing Date and ending on April 19, 2006, not to convert such Series A Preferred Stock into Common Stock except in connection with the disposition of such Common Stock to an unaffiliated third party. As such, the Reporting Person has no ability to exercise voting power with respect to the Common Stock following conversion during such time period. CUSIP No. 00169100 13G Page 4 of 27 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sandler Capital Partners V FTE, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 491,203* OWNED BY EACH 6 SHARED VOTING POWER REPORTING PERSON WITH 0 7 SOLE DISPOSITIVE POWER 1,100,434 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,100,434 shares of Common Stock 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.1% 12 TYPE OF REPORTING PERSON PN (*) The Reporting Person together with other Reporting Persons named herein may be deemed to beneficially own shares of the Issuer's Series A Preferred Stock that are convertible into shares of Common Stock as indicated herein. However, the Reporting Person has agreed pursuant to a Securities Purchase Agreement, dated as of June 29, 2001, by and among the Issuer, certain Reporting Persons and certain other persons named in such Securities Purchase Agreement, for a period commencing on the Closing Date and ending on April 19, 2006, not to convert such Series A Preferred Stock into Common Stock except in connection with the disposition of such Common Stock to an unaffiliated third party. As such, the Reporting Person has no ability to exercise voting power with respect to the Common Stock following conversion during such time period. CUSIP No. 00169100 13G Page 5 of 27 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sandler Capital Partners V Germany, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 49,565* OWNED BY EACH 6 SHARED VOTING POWER REPORTING PERSON WITH 0 7 SOLE DISPOSITIVE POWER 110,264 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 110,264 shares of Common Stock 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.3% 12 TYPE OF REPORTING PERSON PN (*) The Reporting Person together with other Reporting Persons named herein may be deemed to beneficially own shares of the Issuer's Series A Preferred Stock that are convertible into shares of Common Stock as indicated herein. However, the Reporting Person has agreed pursuant to a Securities Purchase Agreement, dated as of June 29, 2001, by and among the Issuer, certain Reporting Persons and certain other persons named in such Securities Purchase Agreement, for a period commencing on the Closing Date and ending on April 19, 2006, not to convert such Series A Preferred Stock into Common Stock except in connection with the disposition of such Common Stock to an unaffiliated third party. As such, the Reporting Person has no ability to exercise voting power with respect to the Common Stock following conversion during such time period. CUSIP No. 00169100 13G Page 6 of 27 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sandler Investment Partners, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH 6 SHARED VOTING POWER REPORTING PERSON WITH 1,887,122* 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 4,205,024 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,205,024 shares of Common Stock 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.8% 12 TYPE OF REPORTING PERSON PN (*) The Reporting Person together with other Reporting Persons named herein may be deemed to beneficially own shares of the Issuer's Series A Preferred Stock that are convertible into shares of Common Stock as indicated herein. However, the Reporting Person has agreed pursuant to a Securities Purchase Agreement, dated as of June 29, 2001, by and among the Issuer, certain Reporting Persons and certain other persons named in such Securities Purchase Agreement, for a period commencing on the Closing Date and ending on April 19, 2006, not to convert such Series A Preferred Stock into Common Stock except in connection with the disposition of such Common Stock to an unaffiliated third party. As such, the Reporting Person has no ability to exercise voting power with respect to the Common Stock following conversion during such time period. CUSIP No. 00169100 13G Page 7 of 27 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) MJDM Corp. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH 6 SHARED VOTING POWER REPORTING PERSON WITH 1,887,122* 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 4,205,024 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,205,024 shares of Common Stock 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.8% 12 TYPE OF REPORTING PERSON PN (*) The Reporting Person together with other Reporting Persons named herein may be deemed to beneficially own shares of the Issuer's Series A Preferred Stock that are convertible into shares of Common Stock as indicated herein. However, the Reporting Person has agreed pursuant to a Securities Purchase Agreement, dated as of June 29, 2001, by and among the Issuer, certain Reporting Persons and certain other persons named in such Securities Purchase Agreement, for a period commencing on the Closing Date and ending on April 19, 2006, not to convert such Series A Preferred Stock into Common Stock except in connection with the disposition of such Common Stock to an unaffiliated third party. As such, the Reporting Person has no ability to exercise voting power with respect to the Common Stock following conversion during such time period. CUSIP No. 00169100 13G Page 8 of 27 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Four JK Corp. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH 6 SHARED VOTING POWER REPORTING PERSON WITH 1,887,122* 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 4,205,024 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,205,024 shares of Common Stock 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.8% 12 TYPE OF REPORTING PERSON PN (*) The Reporting Person together with other Reporting Persons named herein may be deemed to beneficially own shares of the Issuer's Series A Preferred Stock that are convertible into shares of Common Stock as indicated herein. However, the Reporting Person has agreed pursuant to a Securities Purchase Agreement, dated as of June 29, 2001, by and among the Issuer, certain Reporting Persons and certain other persons named in such Securities Purchase Agreement, for a period commencing on the Closing Date and ending on April 19, 2006, not to convert such Series A Preferred Stock into Common Stock except in connection with the disposition of such Common Stock to an unaffiliated third party. As such, the Reporting Person has no ability to exercise voting power with respect to the Common Stock following conversion during such time period. CUSIP No. 00169100 13G Page 9 of 27 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) ALCR Corp. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH 6 SHARED VOTING POWER REPORTING PERSON WITH 1,887,122* 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 4,205,024 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,205,024 shares of Common Stock 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.8% 12 TYPE OF REPORTING PERSON PN (*) The Reporting Person together with other Reporting Persons named herein may be deemed to beneficially own shares of the Issuer's Series A Preferred Stock that are convertible into shares of Common Stock as indicated herein. However, the Reporting Person has agreed pursuant to a Securities Purchase Agreement, dated as of June 29, 2001, by and among the Issuer, certain Reporting Persons and certain other persons named in such Securities Purchase Agreement, for a period commencing on the Closing Date and ending on April 19, 2006, not to convert such Series A Preferred Stock into Common Stock except in connection with the disposition of such Common Stock to an unaffiliated third party. As such, the Reporting Person has no ability to exercise voting power with respect to the Common Stock following conversion during such time period. CUSIP No. 00169100 13G Page 10 of 27 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Andrew Sandler 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH 6 SHARED VOTING POWER REPORTING PERSON WITH 1,887,122* 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 4,205,024 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,205,024 shares of Common Stock 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.8% 12 TYPE OF REPORTING PERSON IN (*) The Reporting Person together with other Reporting Persons named herein may be deemed to beneficially own shares of the Issuer's Series A Preferred Stock that are convertible into shares of Common Stock as indicated herein. However, the Reporting Person has agreed pursuant to a Securities Purchase Agreement, dated as of June 29, 2001, by and among the Issuer, certain Reporting Persons and certain other persons named in such Securities Purchase Agreement, for a period commencing on the Closing Date and ending on April 19, 2006, not to convert such Series A Preferred Stock into Common Stock except in connection with the disposition of such Common Stock to an unaffiliated third party. As such, the Reporting Person has no ability to exercise voting power with respect to the Common Stock following conversion during such time period. CUSIP No. 00169100 13G Page 11 of 27 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Michael J. Marocco 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH 6 SHARED VOTING POWER REPORTING PERSON WITH 1,887,122* 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 4,205,024 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,205,024 shares of Common Stock 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.8% 12 TYPE OF REPORTING PERSON IN (*) The Reporting Person together with other Reporting Persons named herein may be deemed to beneficially own shares of the Issuer's Series A Preferred Stock that are convertible into shares of Common Stock as indicated herein. However, the Reporting Person has agreed pursuant to a Securities Purchase Agreement, dated as of June 29, 2001, by and among the Issuer, certain Reporting Persons and certain other persons named in such Securities Purchase Agreement, for a period commencing on the Closing Date and ending on April 19, 2006, not to convert such Series A Preferred Stock into Common Stock except in connection with the disposition of such Common Stock to an unaffiliated third party. As such, the Reporting Person has no ability to exercise voting power with respect to the Common Stock following conversion during such time period. CUSIP No. 00169100 13G Page 12 of 27 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) John Kornreich 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 40,000 OWNED BY EACH 6 SHARED VOTING POWER REPORTING PERSON WITH 1,887,122* 7 SOLE DISPOSITIVE POWER 40,000 8 SHARED DISPOSITIVE POWER 4,205,024 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,245,024 shares of Common Stock 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.9% 12 TYPE OF REPORTING PERSON IN (*) The Reporting Person together with other Reporting Persons named herein may be deemed to beneficially own shares of the Issuer's Series A Preferred Stock that are convertible into shares of Common Stock as indicated herein. However, the Reporting Person has agreed pursuant to a Securities Purchase Agreement, dated as of June 29, 2001, by and among the Issuer, certain Reporting Persons and certain other persons named in such Securities Purchase Agreement, for a period commencing on the Closing Date and ending on April 19, 2006, not to convert such Series A Preferred Stock into Common Stock except in connection with the disposition of such Common Stock to an unaffiliated third party. As such, the Reporting Person has no ability to exercise voting power with respect to the Common Stock following conversion during such time period. CUSIP No. 00169100 13G Page 13 of 27 SCHEDULE 13G - ------------ Item 1. (a) Name of Issuer: AMC Entertainment Inc. (b) Address of Issuer's Principal Executive Offices: 106 West 14th Street Kansas City, Missouri 64141 Item 2. 1. (a) Name of Person Filing: Sandler Capital Management (b) Address of Principal Business Office, or, if none, Residence: 767 Fifth Avenue New York, New York 10153 (c) Citizenship or Place of Organization: Sandler Capital Management is a general partnership organized under the laws of the State of New York. (d) Title of Class of Securities: Common Stock, 66 2/3 cents par value (e) CUSIP Number: 001669100 2. (a) Name of Person Filing: Sandler Capital Partners V, L.P. ("Sandler V") (b) Address of Principal Business Office, or, if none, Residence: 767 Fifth Avenue New York, New York 10153 (c) Citizenship or Place of Organization: Sandler V is a limited partnership organized under the laws of the State of Delaware. (d) Title of Class of Securities: Common Stock, 66 2/3 cents par value (e) CUSIP Number: 001669100 3. (a) Name of Person Filing: Sandler Capital Partners V FTE, L.P. ("Sandler V FTE") CUSIP No. 00169100 13G Page 14 of 27 (b) Address of Principal Business Office, or, if none, Residence: 767 Fifth Avenue New York, New York 10153 (c) Citizenship or Place of Organization: Sandler V FTE is a limited partnership organized under the laws of the State of Delaware. (d) Title of Class of Securities: Common Stock, 66 2/3 cents par value (e) CUSIP Number: 001669100 4. (a) Name of Person Filing: Sandler Capital Partners V Germany, L.P. ("Sandler V Germany") (b) Address of Principal Business Office, or, if none, Residence: 767 Fifth Avenue New York, New York 10153 (c) Citizenship or Place of Organization: Sandler V Germany is a limited partnership organized under the laws of the State of Delaware. (d) Title of Class of Securities: Common Stock, 66 2/3 cents par value (e) CUSIP Number: 001669100 5. (a) Name of Person Filing: Sandler Investment Partners, L.P. (b) Address of Principal Business Office, or, if none, Residence: 767 Fifth Avenue New York, New York 10153 (c) Citizenship or Place of Organization: Sandler Investment Partners, L.P. is a limited partnership organized under the laws of the State of Delaware. (d) Title of Class of Securities: Common Stock, 66 2/3 cents par value (e) CUSIP Number: 001669100 6. (a) Name of Person Filing: MJDM Corp. CUSIP No. 00169100 13G Page 15 of 27 (b) Address of Principal Business Office, or, if none, Residence: 767 Fifth Avenue New York, New York 10153 (c) Citizenship or Place of Organization: MJDM Corp. is a corporation organized under the laws of the State of New York. (d) Title of Class of Securities: Common Stock, 66 2/3 cents par value (e) CUSIP Number: 001669100 7. (a) Name of Person Filing: Four JK Corp. (b) Address of Principal Business Office, or, if none, Residence: 767 Fifth Avenue New York, New York 10153 (c) Citizenship or Place of Organization: Four JK Corp. is a corporation organized under the laws of the State of Delaware. (d) Title of Class of Securities: Common Stock, 66 2/3 cents par value (e) CUSIP Number: 001669100 8. (a) Name of Person Filing: ALCR Corp. (b) Address of Principal Business Office, or, if none, Residence: 767 Fifth Avenue New York, New York 10153 (c) Citizenship or Place of Organization: ALCR Corp. is a corporation organized under the laws of the State of New York. (d) Title of Class of Securities: Common Stock, 66 2/3 cents par value (e) CUSIP Number: 001669100 9. (a) Name of Person Filing: Andrew Sandler (b) Address of Principal Business Office, or, if none, Residence: 767 Fifth Avenue New York, New York 10153 (c) Citizenship or Place of Organization: United States CUSIP No. 00169100 13G Page 16 of 27 (d) Title of Class of Securities: Common Stock, 66 2/3 cents par value (e) CUSIP Number: 001669100 10. (a) Name of Person Filing: Michael J. Marocco (b) Address of Principal Business Office, or, if none, Residence: 767 Fifth Avenue New York, New York 10153 (c) Citizenship or Place of Organization: United States (d) Title of Class of Securities: Common Stock, 66 2/3 cents par value (e) CUSIP Number: 001669100 11. (a) Name of Person Filing: John Kornreich (b) Address of Principal Business Office, or, if none, Residence: 767 Fifth Avenue New York, New York 10153 (c) Citizenship or Place of Organization: United States (d) Title of Class of Securities: Common Stock, 66 2/3 cents par value (e) CUSIP Number: 001669100 Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: Not applicable. Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. 1. Sandler Capital Management: (a) Amount beneficially owned: 4,205,024(1)(3) shares of Common Stock, 66 2/3 cents par value, of AMC Entertainment Inc. Reporting Person is managed by a committee (the "Management Committee") consisting of the principal stockholders of ALCR Corp., MJDM Corp., and Four JK CUSIP No. 00169100 13G Page 17 of 27 Corp. (Andrew Sandler, Michael J. Marocco and John Kornreich). All decisions regarding Sandler V, Sandler V FTE and Sandler V Germany's investment in the securities of the Issuer require the consent of the Management Committee. Sandler Capital Management is the general partner of Sandler Investment Partners, L.P., which is the general partner of Sandler V, Sandler V FTE and Sandler V Germany. (b) Percent of class: 11.8% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 shares (ii) Shared power to vote or to direct the vote: 1,887,122(2) shares (iii)Sole power to dispose or to direct the disposition of: 0 shares (iv) Shared power to dispose or to direct the disposition of: 4,205,024(1) shares 2. Sandler Capital Partners V, L.P.: (a) Amount beneficially owned: 2,994,326 shares of Common Stock, 66 2/3 cents par value, of AMC Entertainment Inc. (b) Percent of class: 8.4% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 1,346,354(2) shares (ii) Shared power to vote or to direct the vote: 0 shares (iii)Sole power to dispose or to direct the disposition of: 2,994,326 shares (iv) Shared power to dispose or to direct the disposition of: 0 shares 3. Sandler Capital Partners V FTE, L.P.: (a) Amount beneficially owned: 1,100,434 shares of Common Stock, 66 2/3 cents par value, of AMC Entertainment Inc. (b) Percent of class: 3.1% CUSIP No. 00169100 13G Page 18 of 27 (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 491,203(2) shares (ii) Shared power to vote or to direct the vote: 0 shares (iii)Sole power to dispose or to direct the disposition of: 1,100,434 shares (iv) Shared power to dispose or to direct the disposition of: 0 shares 4. Sandler Capital Partners V Germany, L.P. (a) Amount beneficially owned: 110,264 shares of Common Stock, 66 2/3 cents par value, of AMC Entertainment Inc. (b) Percent of class: 0.3% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 49,565(2) shares (ii) Shared power to vote or to direct the vote: 0 shares (iii)Sole power to dispose or to direct the disposition of: 110,264 shares (iv) Shared power to dispose or to direct the disposition of: 0 shares 5. Sandler Investment Partners, L.P.: (a) Amount beneficially owned: 4,205,024 (1)(3) shares of Common Stock, 66 2/3 cents par value, of AMC Entertainment Inc. Sandler Investment Partners, L.P. is the general partner of Sandler V, Sandler V FTE and Sandler V Germany. (b) Percent of class: 11.8% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 shares CUSIP No. 00169100 13G Page 19 of 27 (ii) Shared power to vote or to direct the vote: 1,887,122(2) shares (iii)Sole power to dispose or to direct the disposition of: 0 shares (iv) Shared power to dispose or to direct the disposition of 4,205,024 (1) shares 6. ALCR Corp.: (a) Amount beneficially owned: 4,205,024 (1)(3) shares of Common Stock, 66 2/3 cents par value, of AMC Entertainment Inc. Reporting Person is a general partner of Sandler Capital Management, which is the general partner of Sandler Investment Partners, L.P., which is the general partner of Sandler V, Sandler V FTE and Sandler V Germany. (b) Percent of class: 11.8% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 shares (ii) Shared power to vote or to direct the vote: 1,887,122(2) shares (iii)Sole power to dispose or to direct the disposition of: 0 shares (iv) Shared power to dispose or to direct the disposition of: 4,205,024 (1) shares 7. MJDM Corp.: (a) Amount beneficially owned: 4,205,024 (1)(3) shares of Common Stock, 66 2/3 cents par value, of AMC Entertainment Inc. Reporting Person is a general partner of Sandler Capital Management, which is the general partner of Sandler Investment Partners, L.P., which is the general partner of Sandler V, Sandler V FTE and Sandler V Germany. (b) Percent of class: 11.8% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 shares (ii) Shared power to vote or to direct the vote: 1,887,122(2) shares (iii)Sole power to dispose or to direct the disposition of: 0 shares CUSIP No. 00169100 13G Page 20 of 27 (iv) Shared power to dispose or to direct the disposition of: 4,205,024 (1) shares 8. Four JK Corp.: (a) Amount beneficially owned: 4,205,024 (1)(3) shares of Common Stock, 66 2/3 cents par value, of AMC Entertainment Inc. Reporting Person is a general partner of Sandler Capital Management, which is the general partner of Sandler Investment Partners, L.P., which is the general partner of Sandler V, Sandler V FTE and Sandler V Germany. (b) Percent of class: 11.8% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 shares (ii) Shared power to vote or to direct the vote: 1,887,122(2) shares (iii)Sole power to dispose or to direct the disposition of: 0 shares (iv) Shared power to dispose or to direct the disposition of: 4,205,024 (1) shares 9. Andrew Sandler: (a) Amount beneficially owned: 4,205,024 (1)(3) shares of Common Stock, 66 2/3 cents par value, of AMC Entertainment Inc. Reporting Person is the sole shareholder of ALCR Corp., a member of the Management Committee of Sandler Capital Management and a Managing Director of Sandler Capital Management, which is the general partner of Sandler Investment Partners, L.P., the general partner of Sandler V, Sandler V FTE and Sandler V Germany. (b) Percent of class: 11.8% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 shares (ii) Shared power to vote or to direct the vote: 1,887,122(2) shares (iii)Sole power to dispose or to direct the disposition of: 0 shares CUSIP No. 00169100 13G Page 21 of 27 (iv) Shared power to dispose or to direct the disposition of: 4,205,024 (1) shares 10. Michael J. Marocco: (a) Amount beneficially owned: 4,205,024 (1)(3) shares of Common Stock, 66 2/3 cents par value, of AMC Entertainment Inc. Reporting Person is the sole shareholder of MJDM Corp., a member of the Management Committee of Sandler Capital Management and a Managing Director of Sandler Capital Management, which is the general partner of Sandler Investment Partners, L.P., the general partner of Sandler V, Sandler V FTE and Sandler V Germany. (b) Percent of class: 11.8% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 shares (ii) Shared power to vote or to direct the vote: 1,887,122(2) shares (iii)Sole power to dispose or to direct the disposition of: 0 shares (iv) Shared power to dispose or to direct the disposition of: 4,205,024 (1) shares 11. John Kornreich: (a) Amount beneficially owned: 4,245,024 (1)(3)(4) shares of Common Stock, 66 2/3 cents par value, of AMC Entertainment Inc. Reporting Person is the majority shareholder of Four JK Corp., a member of the Management Committee of Sandler Capital Management, and a Managing Director of Sandler Capital Management, which is the general partner of Sandler Investment Partners, L.P., the general partner of Sandler V, Sandler V FTE, and Sandler V Germany. Reporting Person is also the sole general partner of JK Media Limited Partnership. (b) Percent of class: 11.9% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 40,000 shares (ii) Shared power to vote or to direct the vote: 1,887,122(2) shares (iii)Sole power to dispose or to direct the disposition of: 40,000 shares (iv) Shared power to dispose or to direct the disposition of: 4,205,024 (1) shares - ------------------------- (1) Includes 2,994,326, 1,100,434 and 110,264 shares of Common Stock beneficially owned by Sandler V, Sandler V FTE and Sandler V Germany, respectively. (2) The Reporting Person together with other Reporting Persons named herein may be deemed to beneficially own shares of the Issuer's Series A Preferred Stock that are convertible into shares of Common Stock as indicated herein. However, the Reporting Person has agreed pursuant to a Securities Purchase Agreement, dated as of June 29, 2001, by and among the Issuer, certain Reporting Persons and certain other persons named in such Securities Purchase Agreement, for a period commencing on the Closing Date and ending on April 19, 2006, not to convert such Series A Preferred Stock into Common Stock except in connection with the disposition of such Common Stock to an unaffiliated third party. As such, the Reporting Person has no ability to exercise voting power with respect to the Common Stock following conversion during such time period. (3) The reporting person disclaims beneficial ownership of these securities except to the extent of his/her/its equity interest therein. (4) Includes 40,000 shares of Common Stock owned by JK Media Limited Partnership, of which Mr. Kornreich is the sole general partner. Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More Than Five Percent on Behalf of Another Person. See Item 4. Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. Not applicable. CUSIP No. 00169100 13G Page 23 of 27 Item 8. Identification and Classification of Members of the Group. See Exhibit A for Joint Filing Agreement. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certifications. By signing below each party certifies that, to the best of his, her or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. CUSIP No. 00169100 13G Page 24 of 27 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. Date: February 14, 2003 SANDLER CAPITAL MANAGEMENT By: MJDM Corp., a general partner /s/ Moira Mitchell By: --------------------------------------- Name: Moira Mitchell Title: President Date: February 14, 2003 SANDLER CAPITAL PARTNERS V, L.P. By: Sandler Investment Partners, L.P., general partner By: Sandler Capital Management, general partner By: MJDM Corp., a general partner /s/ Moira Mitchell By: --------------------------------------- Name: Moira Mitchell Title: President Date: February 14, 2003 SANDLER CAPITAL PARTNERS V FTE, L.P. By: Sandler Investment Partners, L.P., general partner By: Sandler Capital Management, general partner By: MJDM Corp., a general partner /s/ Moira Mitchell By: --------------------------------------- Name: Moira Mitchell Title: President Date: February 14, 2003 SANDLER CAPITAL PARTNERS V GERMANY, L.P. By: Sandler Investment Partners, L.P., general partner By: Sandler Capital Management, general partner By: MJDM Corp., a general partner /s/ Moira Mitchell By: --------------------------------------- Name: Moira Mitchell Title: President CUSIP No. 00169100 13G Page 25 of 27 Date: February 14, 2003 SANDLER INVESTMENT PARTNERS, L.P. By: Sandler Capital Management, general partner By: MJDM Corp., a general partner /s/ Moira Mitchell By: --------------------------------------- Name: Moira Mitchell Title: President Date: February 14, 2003 ALCR CORP. /s/ Moira Mitchell By: --------------------------------------- Name: Moira Mitchell Title: Secretary Date: February 14, 2003 MJDM CORP. /s/ Moira Mitchell By: --------------------------------------- Name: Moira Mitchell Title: President Date: February 14, 2003 FOUR JK CORP. /s/ Moira Mitchell By: --------------------------------------- Name: Moira Mitchell Title: President /s/ Andrew Sandler Date: February 14, 2003 By: --------------------------------------- Name: Andrew Sandler /s/ Michael J. Marocco Date: February 14, 2003 By: --------------------------------------- Name: Michael J. Marocco /s/ John Kornreich Date: February 14, 2003 By: --------------------------------------- Name: John Kornreich CUSIP No. 00169100 13G Page 26 of 27 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 13G (including amendments thereto) with respect to the Common Stock of AMC Entertainment, Inc and that this Agreement be included as an Exhibit to such statement. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement effective as of the 14th day of February, 2003. Date: February 14, 2003 SANDLER CAPITAL MANAGEMENT By: MJDM Corp., a general partner /s/ Moira Mitchell By: -------------------------------------- Name: Moira Mitchell Title: President Date: February 14, 2003 SANDLER CAPITAL PARTNERS V, L.P. By: Sandler Investment Partners, L.P., general partner By: Sandler Capital Management, general partner By: MJDM Corp., a general partner /s/ Moira Mitchell By: -------------------------------------- Name: Moira Mitchell Title: President Date: February 14, 2003 SANDLER CAPITAL PARTNERS V FTE, L.P. By: Sandler Investment Partners, L.P., general partner By: Sandler Capital Management, general partner By: MJDM Corp., a general partner /s/ Moira Mitchell By: -------------------------------------- Name: Moira Mitchell Title: President Date: February 14, 2003 SANDLER CAPITAL PARTNERS V GERMANY, L.P. By: Sandler Investment Partners, L.P., general partner By: Sandler Capital Management, general partner By: MJDM Corp., a general partner /s/ Moira Mitchell By: -------------------------------------- Name: Moira Mitchell Title: President CUSIP No. 00169100 13G Page 27 of 27 Date: February 14, 2003 SANDLER INVESTMENT PARTNERS, L.P. By: Sandler Capital Management, general partner By: MJDM Corp., a general partner /s/ Moira Mitchell By: -------------------------------------- Name: Moira Mitchell Title: President Date: February 14, 2003 ALCR Corp. /s/ Moira Mitchell By: -------------------------------------- Name: Moira Mitchell Title: Secretary Date: February 14, 2003 MJDM Corp. /s/ Moira Mitchell By: -------------------------------------- Name: Moira Mitchell Title: President Date: February 14, 2003 Four JK Corp. /s/ Moira Mitchell By: -------------------------------------- Name: Moira Mitchell Title: President /s/ Andrew Sandler Date: February 14, 2003 By: -------------------------------------- Name: Andrew Sandler /s/ Michael J. Marocco Date: February 14, 2003 By: -------------------------------------- Name: Michael J. Marocco /s/ John Kornreich Date: February 14, 2003 By: -------------------------------------- Name: John Kornreich -----END PRIVACY-ENHANCED MESSAGE-----