-----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, Uy8EGWqOElEJ4YRF5AQE9lX2YgplaKbvZWFEE0Fdi9/kHM1pZ/ZWQK0cKeEeLiAn /1ugIhPV/3d4Ayzrvomwxg== 0000722077-99-000014.txt : 19990726 0000722077-99-000014.hdr.sgml : 19990726 ACCESSION NUMBER: 0000722077-99-000014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990930 ITEM INFORMATION: FILED AS OF DATE: 19990723 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 001-08747 FILM NUMBER: 99669072 BUSINESS ADDRESS: STREET 1: 106 W 14TH ST STREET 2: P O BOX 419615 CITY: KANSAS CITY STATE: MO ZIP: 64105-1977 BUSINESS PHONE: 8162214000 8-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) July 14, 1999 AMC ENTERTAINMENT INC. (Exact name of registrant as specified in its charter) DELAWARE 1-8747 43-1304369 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 106 W. 14TH STREET P.O. BOX 219615 KANSAS CITY, MO 64121-9615 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (816) 221-4000 Item 1. Changes in Control of Registrant. As a result of the death of Mr. Stanley H. Durwood, former Co-Chairman and Chief Executive Officer of the Company, a change in control of the Company may be deemed to have occurred. However, the events described herein do not constitute a "change in control" as defined under the Company's credit facility or note indentures. Following Mr. Durwood's death, the Company's Board of Directors named Mr. Peter C. Brown Chairman and Chief Executive Officer of the Company. At the time of his death on July 14, 1999, Mr. Durwood was the principal stockholder of the Company. His holdings included 4,041,993 shares of Class B Stock, or 100% of the shares of that class. Each of these shares has ten votes per share, and Mr. Durwood's Class B shares generally represent 67.5% of the combined voting power of the outstanding shares of the Company, other than in the election of directors. In the election of directors, holders of Class B Stock are presently entitled to elect 75% of the Board of Directors. Legal title to Mr. Durwood's Class B shares is held by the 1992 Durwood, Inc. Voting Trust dated December 12, 1992, as amended and restated on August 12, 1997 (the "Voting Trust"). The Voting Trust has issued a single Voting Trust certificate to the trust created under the Revocable Trust Agreement dated August 14, 1989 of Stanley H. Durwood, as amended and restated on May 12, 1999 (the "Revocable Trust"). The successor trustees under the Voting Trust and the Revocable Trust are Raymond F. Beagle, Jr., general counsel of the Company, and Charles J. Egan, Jr., a director of the Company (collectively the "Successor Trustees"). The Successor Trustees have voting power over the 4,041,093 shares of Class B Stock held in the Voting Trust. The Successor Trustees have filed a report on Schedule 13D (the "Report") summarizing the terms of the Voting Trust and Revocable Trust. According to the Report: "The terms of the Voting Trust provide that it was established to ensure continuity and stability of Company policies and prudent and competent management of the Company's business. The Voting Trust generally directs the Successor Trustees to exercise their best judgment in the interest of the Company to assure proper, stable and continuous management of the Company. The Voting Trust generally empowers the Successor Trustees to vote shares of the Company held therein in such manner as in their judgment may be for the best interests of the holders of beneficial interests in the Voting Trust while taking into account the interest of the Company. The Voting Trust provides that the trustees are to hold shares in the Voting Trust for the common and mutual benefit of the beneficiaries, subject to the terms of the Voting Trust. Except for the limited open market sales required to meet funding requirements referred to herein, the [Successor Trustees] have no plans or proposals to sell stock of the Company or to engage in any other transaction of a nature required to be disclosed under [Item 4 of] Schedule 13D. Subject to the requirement to make the distributions described below, the Revocable Trust authorizes and directs the trustees of the Revocable Trust to retain as an investment any securities of the Company or Voting Trust certificates which may be held by the Revocable Trust until such time as such trustees in their sole and absolute judgment and discretion deem it be to the best advantage of the Revocable Trust and its beneficiaries and the Company to sell them. Notwithstanding the transfer of Voting Trust certificates evidencing beneficial interests in the Class B Stock of the Company to the [Pamela Yax Durwood] Marital Trust and the [Stanley H. Durwood] Foundation, the Successor Trustees of the Voting Trust will retain voting power over the shares of Class B Stock held in the Voting Trust relating to such Voting Trust certificates. Among other matters, the Revocable Trust provides for the distribution to the [Pamela Yax Durwood] Marital Trust of Voting Trust certificates representing the beneficial interest in 500,000 shares of Class B Stock of the Company. This distribution is to be made within one year after the date of Mr. Durwood's death. The [Pamela Yax Durwood] Marital Trust provides for the distribution of all income and, in addition, certain amounts of principal in cash or in kind to Pamela Yax Durwood, the surviving spouse of Stanley H. Durwood and the sole beneficiary of the [Pamela Yax Durwood] Marital Trust during her lifetime, at such times as she may request, subject to specified annual limits. The Revocable Trust also provides for the creation and funding of charitable remainder trusts for various persons in the aggregate amount of $1.7 million. It likely will be necessary to sell Company shares in order to provide for such trusts. After making allowance for all other distributions and taxes, debts and expenses of administration, the Revocable Trust provides for the distribution of the remainder of its assets to the [Stanley H. Durwood] Foundation. These assets are expected to include all other Voting Trust certificates evidencing beneficial interests in Class B Stock of the Company. The [Stanley H. Durwood] Foundation is intended to qualify under Section 509(a)(3) of the Internal Revenue Code. The [Stanley H. Durwood] Foundation Trust Indenture directs the trustees thereunder to distribute all net income of the [Stanley H. Durwood] Foundation and so much of principal as they deem appropriate to establish, support and fund such programs operated, funded or sponsored by The Greater Kansas City Community Foundation and Affiliated Trusts as the Stanley H. Durwood Foundation trustees deem appropriate. However, the [Stanley H. Durwood] Foundation Trust Indenture does not mandate distribution of principal over or during any specified period of time. The terms of the [Stanley H. Durwood] Foundation Trust Indenture empower the trustees of the [Stanley H. Durwood] Foundation to hold shares of stock and Voting Trust certificates and do not require diversification of investments. " The Report states that under the terms of the Voting Trust Agreement, the Successor Trustees must consent to any transfer of shares held in the Voting Trust by a beneficiary and to any release of shares from, or any termination of, the Voting Trust. The Voting Trust expires no later than December 31, 2030, unless, if permitted by law, the Voting Trust trustees extend its term. The Successor Trustees may appoint and remove additional trustees and may designate their own successors. Mr. Beagle and Mr. Egan are surviving trustees of the Stanley H. Durwood Foundation and Mr. Egan is trustee of the Pamela Yax Durwood Marital Trust. Item 7. Exhibits *99.1 Press release issued on July 15, 1999. 99.2 Amended and Restated 1992 Durwood, Inc. Voting Trust Agreement dated August 12, 1997. (Incorporated by reference from Exhibit 99.2 of Schedule 13D filed on July 22, 1999 by Raymond F. Beagle, Jr. and Charles J. Egan on behalf of and as successor trustees of the 1992 Durwood, Inc. Voting Trust dated December 12, 1992, as amended and restated on August 12, 1997, on behalf of and as successor trustees of the Revocable Trust Agreement dated August 14, 1989 of Stanley H. Durwood, as amended and restated on May 12, 1999, and as surviving trustees of the Stanley H. Durwood Foundation, and by Charles J. Egan, Jr. as trustee of the Pamela Yax Durwood Marital Trust to be created under the Revocable Trust.) *Filed herewith SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AMC ENTERTAINMENT INC. Date: July 23, 1999 By: /s/Richard L. Obert Richard L. Obert Senior Vice President and Chief Accounting Officer EX-99 2 Exhibit 99.1 Brenda Nolte July 15, 1999 Corporate Affairs Officer AMC Entertainment Inc. (816) 221-4000 AMC Entertainment mourns loss of visionary leader Stan Durwood, and reaffirms succession plan KANSAS CITY, Mo. - AMC Entertainment Inc., (AMEX: AEN), one of the world's leading theatrical exhibition companies, has announced today that Stanley H. Durwood, co-chairman and chief executive officer, died last night, at his Kansas City home after a long battle with esophageal cancer. He was 78. Upon return from the military service in 1945, Durwood joined his father Edward D. Durwood in what was then a small, regional theatre circuit. After his father's death in 1960, Durwood steered the growth of the company to become today's AMC Entertainment. Under Durwood's leadership, AMC has grown to become a major theatre circuit with over 2,700 screens and a significant presence in North America, Europe and Asia. Recognized as theinventor of the multiplex, a multiple-screen movie theatre, Durwood was honored many times as an innovator and visionary in the theatrical exhibition industry. He was also recognized for his wide range of charitable and community interests. "Stan Durwood was a true legend of the theatrical exhibition industry, as well as one of the great entrepreneurs of all time. His passing is a deep loss for everyone who knew and worked with him in the industry, and in Stan's beloved hometown of Kansas City," said Peter Brown of AMC Entertainment. "Stan's vision and drive created the preeminent company in our industry," Brown said. "He prepared the company well for its future, leaving a strong foundation for continued growth and leadership." AMC expects no changes in ownership in the wake of Durwood's passing. Under an ownership succession plan that has long been in place, Durwood's AMC stock is held by a Voting Trust as the owner of record, under the trusteeship of Raymond F. Beagle Jr., the company's general counsel, and Charles J. Egan Jr., a director of the company. The Board of Directors has formally elected Brown as the company's new chairman and chief executive officer under a previously announced management succession plan. AMC Entertainment Inc. is a leader in the theatrical exhibition industry. Through its worldwide circuit of AMC Theatres, the Company operates 218 theatres with 2,729 screens in 23 states, the District of Columbia, Hong Kong, Japan, Portugal, Spain and Canada. Its Common Stock trades on the American Stock Exchange under the symbol AEN. The Company is headquartered in Kansas City, Mo. For more information on the Company, visit the website at www.amctheatres.com. Any forward-looking statements contained in this release, which reflect management's best judgment based on factors currently known, involve risks and uncertainties. Actual results could differ materially from those anticipated in the forward-looking statements included herein as a result of a number of factors, including but not limited to the Company's ability to enter into various financing programs, competition from other companies, demographic changes, changes in economic climate,increase in demand for uncertainties. # # # # # -----END PRIVACY-ENHANCED MESSAGE-----