Amc Entertainment Inc – ‘8-K’ for 3/19/97

As of:  Tuesday, 4/1/97   ·   For:  3/19/97   ·   Accession #:  722077-97-9   ·   File #:  1-08747   ·   Correction:  This Filing’s “Filed as of” Date was Corrected and “Changed as of” 6/26/97 by the SEC on 6/26/97. ®

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Current Report   —   Form 8-K
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Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4±    23K 
 2: EX-4.1      Indenture                                            100±   456K 
 3: EX-4.2      Registration Rights Agreement                         24±   100K 

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SECURITIES AND EXCHANGE COMMISSION    

WASHINGTON, DC 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)   March 19, 1997   

AMC ENTERTAINMENT INC.    
(Exact Name of Registrant as Specified in Charter)    

         DELAWARE   01-12429                              43-1304369
(State or  Other Jurisdiction(    Commission        (IRS Employer   
    of Incorporation)      File Number)    Identification No.)

106 W. 14TH  STREET, KANSAS CITY, MO                              64105-1977    
(Address of Principal Executive Offices)                        (Zip Code)  

Registrant's telephone number, including area code      (816) 221-4000    

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Item 5. Other Events.                                                           

  Sale of Senior Subordinated Notes.  On March 19, 1997, AMC Entertainment
Inc. (the "Company") sold $200 million aggregate principal amount of 9.5% Senior
Subordinated Notes due 2009 (the "Notes") in a private transaction conforming   
with  Rule 144A and Regulation S.  Net proceeds from the issuance of the Notes  
(approximately $193.8 million) were used to reduce borrowings under the         
Company's $425 million credit facility (the "Credit Facility").  Amounts repaid 
under the Credit Facility will again be available for borrowing thereunder,     
and the Company intends to utilize this increased availability to continue      
with its current expansion program.                                             

 The Notes have not been registered under the Securities Act of 1933 and
may not be offered or sold in the United States or  to or for the benefit of    
United States persons absent registration or an applicable exemption from the   
registration requirements of the Securities Act.                                

The Notes were issued under an Indenture dated March 19, 1997 (the    
"Indenture") between the Company and The Bank of New York, as Trustee, a copy   
of which is filed herewith and incorporated herein by reference.  The           
following summaries of certain provisions of the Indenture and a  Registration  
Rights Agreement entered into by the Company for the benefit of holders of the  
Notes, also filed herewith and incorporated herein by refereence,  do not       
purport to be complete and are  qualified in their entirety by such reference   
to the Indenture and Registration Rights Agreement..                            

Interest on the Notes is payable on March 15 and September 15 of each 
year, commencing September 15, 1997.  The Notes are redeemable at the option    
of the Company, in whole or in part, at any time on or after March 15, 2002     
at 104.75% of the principal amount thereof, declining ratably to 100% of the    
principal amount thereof on or after March 15, 2006, plus in each case          
interest accrued to the redemption date.  Upon a Change of Control (as defined  
in the Indenture), each holder of the Notes will have the right to require the  
Company to repurchase such holder's Notes at a price equal to 101% of the       
principal amount thereof plus accrued and unpaid interest to the date of        
repurchase.  The Notes are subordinated to all existing and future senior       
indebtedness (as defined in the Indenture) of the Company.                      

The Indenture contains certain covenants that, among other things,    
restrict the ability of the Company and its subsidiaries to:  incur additional  
indebtedness; pay dividends or make distributions in respect of their capital   
stock; purchase or redeem capital stock; enter into transactions with           
stockholders or certain affiliates; or consolidate, merge or sell all or        
substantially all of the Company's assets, other than in certain transactions   
between the Company and one or more of its wholly-owned subsidiaries and other  
than a proposed merger of the Company with Durwood, Inc.  All of these          
limitations are subject to a number of important qualifications.  The           
Indenture does not impose any limitation on the incurrence by the Company and   
its subsidiaries of liabilities that are not considered "Indebtedness" under    
the Indenture, such as those that would be incurred under certain               
sale/leaseback transactions; nor does the Indenture impose any limitation on    
the amount of liabilities incurred by subsidiaries, if any, that might be       
designated as Unrestricted Subsidiaries (as defined therein).  Furthermore,     
there are no restrictions on the ability of the Company and its subsidiaries    
to make advances to , or invest in, other entities (including unaffiliated      
entities) and no restrictions on the ability of the Company's subsidiaries to   
enter into agreements restricting their ability to pay dividends or otherwise   
transfer funds to the Company.  If the Notes attain "investment grade status"   
( as defined in the Indenture), the covenants in the Indenture limiting the     
Company's ability to incur indebtedness, pay dividends, acquire stock or        
engage in transactions with affiliates will cease to apply.                     

  Under the Registration Rights Agreement, the Company has agreed to use
its best efforts to (i) file and cause to become effective by August 15, 1997,  
a registration statement relating to a registered offer to exchange the Notes   
(the "Exchange Offer") for notes of the Company with terms identical in all     
material respects to the Notes and (ii) cause the Exchange Offer to be          
consummated by September 16, 1997.  If the Exchange Offer registration          
statement is not declared effective by August 17, 1997, the Company has agreed  
that in lieu thereof it will use its best efforts to cause to become effective  
by September 16, 1997 a shelf registration statement with respect to the        
Notes.  In the event that either (a) the Exchange Offer Registration Statement  
is not filed on or prior to June 17, 1997, (b) the Exchange Offer Registration  
Statement is not declared effective on or prior to August 17, 1997 or (c) the   
Exchange Offer is not consummated or a Shelf Registration Statement, with       
respect to the Notes, is not declared effective on or prior to September 16,    
1997, the interest rate borne by the Notes  will increase by 0.50% per annum    
following June 17, 1997 in the case of clause (a) above, following August 17,   
1997 in the case of clause (b) above and following September 15, 1997 in the    
case of clause (c) above.  The aggregate amount of such increase will in no     
event exceed 1.00% per annum.  Upon (x) the filing of the Exchange Offer        
Registration Statement after June 17, 1997, (y) the effectiveness of the        
Exchange Offer Registration Statement after August 17, 1997 or (z) the          
consummation of the Exchange Offer or the effectiveness of a Shelf              
Registration Statement, as the case may be, after September 16, 1997, the       
interest rate borne by the Notes from the date of filing, effectiveness or      
consummation, as the case may be, will be reduced to 9.5%.                      

Amendment  to Credit Facility and Related Matters.  The Company has   
amended its Credit Facility to provide greater flexibility with respect to its  
growth plans.  Previously, the Company was limited to $150 million in capital   
expenditures (as defined in the Credit Facility) during  each fiscal year plus  
the amount of unused capital expenditures from the prior fiscal year.  The      
Credit Facility, as amended, now generally limits capital expenditures to (i)   
$240 million in fiscal 1997 plus the amount of  unused capital expenditures     
carried forward from fiscal 1996 (approximately $34 million), (ii) with         
respect to fiscal 1998, $150 million less the amount by which capital           
expenditures with respect to fiscal 1997 exceed (A) $150 million plus (B) the   
amount of unused capital expenditures carried forward from fiscal 1996          
(approximately $34 million) and (iii) with respect to any other fiscal year,    
$150 million per year plus the amount (if any) of unused capital expenditures   
from the prior fiscal year.  As previously, the permitted amount of capital     
expenditures in any fiscal year will be increased by the amount of proceeds     
received from sale/leaseback transactions in such year.  Further, capital       
expenditures made with the proceeds of issues of qualifying  subordinated       
indebtedness and capital stock are disregarded for purposes of the limitation   
on capital expenditures under the Credit Facility.                              

The Company may seek additional relief with respect to the covenants  
under the Credit Facility and may pursue other financing programs to allow it   
to continue its increased rate of capital expenditures and to comply with the   
terms of the Credit Facility.  The Company is currently negotiating a           
sale/leaseback transaction with respect to certain of its theatres, including   
theatres which are scheduled to open in fiscal 1998, the estimated net          
proceeds of which are expected to be approximately $170 million.  The           
theatres, if any, sold in the proposed sale/leaseback transaction would be      
leased back by the Company pursuant to an operating lease.  The Company         
believes that cash generated from operations, existing cash and equivalents,    
amounts which the Company anticipates receiving from the offering of the Notes  
and for assets placed in the sale/leaseback transaction and other offerings     
and the unused commitment amount under its Credit Facility will be sufficient   
to fund operations and planned capital expenditures through the end of fiscal   
1998.                                                                           

Item 7.  Financial Statements, Pro Forma Financial Statements and Exhibits      

(c)  Exhibits                                                         

4.1  Indenture dated as of March 19, 1997, by and between the         
Company and The Bank of New York, as Trustee.                                   

4.2  Registration Rights Agreement dated March 19, 1997, by and       
among the Company and the initial purchasers of the Notes.                      

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  March 28, 1997By  /s/ Peter C. Brown                            
Peter C. Brown                                            
President and                                             
Chief Financial Officer                                   

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		3/15/06		2
		3/15/02		2
		9/16/97		2
		9/15/97		2
		8/17/97		2
		8/15/97		2
Changed as of / Corrected on:		6/26/97
		6/17/97		2					S-4/A
Filed on:		4/1/97
		3/28/97		2
For Period End:		3/19/97		1		2
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