-----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, SevJc/DggDoRUkJfuoFLpFr/l5E646mqQ5gjxjLpG77+7Pu2egcJenOIq4F1Ekrq 0gcghXOmXqrH1c76GwWfSA== 0000950172-04-002800.txt : 20041124 0000950172-04-002800.hdr.sgml : 20041124 20041124161613 ACCESSION NUMBER: 0000950172-04-002800 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041124 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041124 DATE AS OF CHANGE: 20041124 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: 0302 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08747 FILM NUMBER: 041167487 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 8-K 1 ny489861.txt 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): November 24, 2004 (November 23, 2004) -------------- 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.) 920 Main Street Kansas City, Missouri 64105 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (816) 221-4000 ----------------------------------------------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT As previously disclosed, on July 22, 2004, AMC Entertainment Inc. ("AMCE") signed a definitive merger agreement pursuant to which AMC Entertainment Inc. will be acquired by Marquee Holdings Inc., an investment vehicle owned by certain affiliates of J.P. Morgan Partners, LLC and certain affiliates of Apollo Management, L.P. ("Apollo"). Also as previously disclosed, on July 22, 2004, two lawsuits purporting to be class actions were filed in the Court of Chancery of the State of Delaware, one naming AMCE, AMCE's directors, Apollo and certain entities affiliated with Apollo as defendants and the other naming AMCE, AMCE's directors, Apollo and Marquee Holdings Inc. as defendants. Those actions were consolidated on August 17, 2004. On July 23, 2004, three more lawsuits purporting to be class actions were filed in the Circuit Court of Jackson County, Missouri, each naming AMCE and AMCE's directors as defendants. These lawsuits were consolidated on September 27, 2004. On November 23, 2004, the parties in the Missouri action and the Delaware action entered into a memorandum of understanding providing for the settlement of both actions. Pursuant to the terms of the memorandum of understanding, the parties agreed, among other things, that: (i) Marquee Holdings Inc. would waive Section 6.4(a)(C) of the merger agreement to permit AMCE to provide non-public information to potential interested parties in response to any bona fide unsolicited written acquisition proposals by such parties (the "Waiver"); (ii) AMCE would make certain disclosures requested by the plaintiff in the proxy statement and the related Schedule 13E-3 in connection with the special meeting to approve the merger and (iii) AMCE would pay, on behalf of the defendants, fees and expenses of plaintiffs' counsel (which such amounts AMCE believes are covered by its existing directors and officers insurance policy). The memorandum of understanding also provided for the dismissal of the Missouri action and the Delaware action with prejudice and release of all related claims against AMCE, the other defendants and their respective affiliates. The settlement as provided for in the memorandum of understanding is contingent upon, among other things, approval by the court. Attached as Exhibit 99.1 and incorporated herein by reference is the Waiver, dated November 23, 2004, and executed by Marquee Holdings Inc. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99.1 Waiver, dated November 23, 2004. 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. Date: November 24, 2004 AMC ENTERTAINMENT INC. By: /s/ Craig R. Ramsey --------------------------------------- Name: Craig R. Ramsey Title: Executive Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Waiver, dated November 23, 2004 EX-99 2 ny489861_ex99-1.txt EXHIBIT 99.1 EXHIBIT 99.1 November 11, 2004 AMC Entertainment Inc. 920 Main Street Kansas City, Missouri 64105 Attention: Kevin M. Connor Re: Agreement and Plan of Merger by and among Marquee Holdings Inc., Marquee Inc. and AMC Entertainment Inc. (the "Company"), dated as of July 22, 2004 (the "Merger Agreement") Gentlemen: Marquee Holdings Inc. hereby waives the Company's compliance with Section 6.4(a)(C) of the Merger Agreement with respect to any bona fide unsolicited written Acquisition Proposal (as defined in the Merger Agreement) made at any time (i) after the execution by all parties of that certain Memorandum of Understanding with respect to the consolidated action now pending in the Circuit Court of Jackson County, Missouri in Kansas City and to the parallel Delaware action pending in Delaware Chancery Court each filed in connection with the Merger Agreement and (ii) prior to obtaining Company Stockholder Approval (as defined in the Merger Agreement). Except as expressly waived hereby, the Merger Agreement, including, without limitation, Section 6.4, shall continue in full force and effect in accordance with its terms. Sincerely yours, Marquee Holdings Inc. By: /s/ Aaron J. Stone ------------------------------- Name: Aaron J. Stone Title: Vice President By: /s/ Mathew Lori ------------------------------- Name: Mathew Lori Title: President cc: Eileen T. Nugent Howard L. Ellin -----END PRIVACY-ENHANCED MESSAGE-----