As filed with the Securities and Exchange Commission on August 24, 2009
Registration No. 333-133940
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 4 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMC ENTERTAINMENT INC.
And Subsidiary Guarantors Listed on Schedule A Hereto
(Exact name of registrants as specified in their charters)
Delaware |
| 7832 |
| 43-1304369 |
920 Main Street
Kansas City, Missouri 64105
(816) 221-4000
(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)
Craig R. Ramsey
Executive Vice President and Chief Financial Officer
AMC Entertainment Inc.
920 Main Street
Kansas City, MO 64105
(816) 221-4000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Kevin M. Connor, Esq. |
| Monica K. Thurmond, Esq. |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
This post-effective amendment will become effective in accordance with the provisions of Section 8(c) of the Securities Act.
SCHEDULE A
Guarantor |
| State or Other |
| Address of Registrants’ |
| I.R.S. Employer Identification |
AMC Entertainment Inc. (Issuer) |
| Delaware |
| 920 Main Street |
| 43-1304369 |
AMC Card Processing Services, Inc. |
| Arizona |
| 920 Main Street |
| 20-1879589 |
Loews Citywalk Theatre Corporation |
| California |
| 920 Main Street |
| 95-4760311 |
AMC Entertainment International, Inc. |
| Delaware |
| 920 Main Street |
| 43-1625326 |
LCE AcquisitionSub, Inc. |
| Delaware |
| 920 Main Street Kansas City, Missouri 64105 |
| 20-1408861 |
LCE Mexican Holdings, Inc. |
| Delaware |
| 920 Main Street |
| 20-1386585 |
Loews Cineplex U.S. Callco, LLC |
| Delaware |
| 920 Main Street |
| N/A |
Loews Theatre Management Corp. |
| Delaware |
| 920 Main Street |
| 13-3274097 |
Club Cinema of Mazza, Inc. |
| District of Columbia |
| 920 Main Street |
| 04-3465019 |
Premium Theater of Framingham, Inc. |
| Massachusetts |
| 920 Main Street |
| 04-3399792 |
American Multi-Cinema, Inc. |
| Missouri |
| 920 Main Street |
| 43-0908577 |
DEREGISTRATION OF SECURITIES
This Registration Statement initially was filed on Form S-1 (File No. 333- 133940) (the “Registration Statement”) by AMC Entertainment Inc. (the “Company”) and the subsidiary guarantors named herein (together with the Company, the “Registrants”) and became effective on or about August 9, 2006. This Registration Statement was filed, and the Prospectus that is part hereof was used, solely in connection with offers and sales by J.P. Morgan Securities Inc. and Credit Suisse Securities (USA) LLC (the “Market Makers”) related to market-making transactions of an indeterminate amount of the securities registered hereunder (the “Securities”). The Registrants subsequently filed a new registration statement on Form S-1 (File No. 333- 160754) (the “New Registration Statement”) with respect to offers and sales by the Market Makers related to market-making transactions of an indeterminate amount of the Securities and certain other securities issued by the Company and certain of its subsidiaries (the “Additional Securities”), and such new registration statement became effective on or about July 30, 2009. Accordingly, this Registration Statement has been superseded by the New Registration Statement and, in accordance with the Company’s undertakings in Part II, Item 22 of this Registration Statement, the Registrants are filing this Post-Effective Amendment No. 4 to the Registration Statement to terminate the effectiveness of the Registration Statement and to deregister, as of the effective date of this Post-Effective Amendment No. 4, all of the notes remaining unsold under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Post-effective Amendment No. 4 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, State of Missouri, on August 24, 2009.
| AMC ENTERTAINMENT INC. | |
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| |
| By: | /s/ CRAIG R. RAMSEY |
| Name: | Craig R. Ramsey |
| Title: | Executive Vice President and Chief Financial Officer |
Pursuant to the requirements of the Securities Act, this Post-effective Amendment No. 4 to the Registration Statement has been signed by the following persons in the capacities and as of the dates indicated.
Signature |
| Capacity |
| Date | |
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/s/ GERARDO I. LOPEZ |
| Chief Executive Officer, President and Director |
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Gerardo I. Lopez |
| (Principal Executive Officer) |
| August 24, 2009 | |
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/s/ CRAIG R. RAMSEY |
| Chief Financial Officer and Executive Vice President |
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Craig R. Ramsey |
| (Principal Financial Officer) |
| August 24, 2009 | |
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* |
| Chief Accounting Officer and Vice President |
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Chris A. Cox |
| (Principal Accounting Officer) |
| August 24, 2009 | |
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/s/ DANA ARDI |
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Dana Ardi |
| Director |
| August 24, 2009 | |
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* |
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Aaron J. Stone |
| Chairman and Director |
| August 24, 2009 | |
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/s/ PHILIP LOUGHLIN |
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Philip Loughlin |
| Director |
| August 24, 2009 | |
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* |
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Kevin Maroni |
| Director |
| August 24, 2009 | |
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* |
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Eliot Merrill |
| Director |
| August 24, 2009 | |
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* |
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Stephen P. Murray |
| Director |
| August 24, 2009 | |
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* |
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Stan Parker |
| Director |
| August 24, 2009 | |
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* |
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Travis Reid |
| Director |
| August 24, 2009 | |
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*By: | /s/ CRAIG R. RAMSEY |
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Craig R. Ramsey |
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Attorney-in-fact |
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SIGNATURES
Pursuant to the requirements of the Securities Act, each of the registrants listed below has duly caused this Post-effective Amendment No. 4 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, State of Missouri, on August 24, 2009.
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| AMC CARD PROCESSING SERVICES, INC. | |
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| AMERICAN MULTI-CINEMA, INC. | |
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| CLUB CINEMA OF MAZZA, INC. | |
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| LCE ACQUISITIONSUB, INC. | |
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| LCE MEXICAN HOLDINGS, INC. | |
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| LOEWS CINEPLEX U.S. CALLCO, LLC | |
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| LOEWS CITYWALK THEATRE CORPORATION | |
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| LOEWS THEATRE MANAGEMENT CORP. | |
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| PREMIUM THEATER OF FRAMINGHAM, INC. | |
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| By: | /s/ CRAIG R. RAMSEY |
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| Name: | Craig R. Ramsey |
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| Title: | Executive Vice President and Chief Financial Officer |
Pursuant to the requirements of the Securities Act, this Post-effective Amendment No. 4 to the Registration Statement has been signed by the following persons in the capacities and as of the dates indicated.
Signature |
| Capacity |
| Date | |
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/s/ GERARDO I. LOPEZ |
| Chief Executive Officer, President and Chairman |
|
| |
Gerardo I. Lopez |
| (Principal Executive Officer) |
| August 24, 2009 | |
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|
| Chief Financial Officer, Executive Vice President |
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/s/ CRAIG R. RAMSEY |
| and Director |
| August 24, 2009 | |
Craig R. Ramsey |
| (Principal Financial Officer) |
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* |
| Chief Accounting Officer and Vice President |
|
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Chris A. Cox |
| (Principal Accounting Officer) |
| August 24, 2009 | |
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*By: | /s/ CRAIG R. RAMSEY |
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Craig R. Ramsey |
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Attorney-in-fact |
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SIGNATURES
Pursuant to the requirements of the Securities Act, AMC Entertainment International, Inc. has duly caused this Post-effective Amendment No. 4 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, State of Missouri, on August 24, 2009.
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| AMC ENTERTAINMENT INTERNATIONAL, INC. | |
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| By: | /s/ CRAIG R. RAMSEY |
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| Name: | Craig R. Ramsey |
|
| Title: | Executive Vice President and Chief Financial Officer |
Pursuant to the requirements of the Securities Act, this Post-effective Amendment No. 4 to the Registration Statement has been signed by the following persons in the capacities and as of the dates indicated.
Signature |
| Capacity |
| Date | |
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/s/ GERARDO I. LOPEZ |
| Chief Executive Officer, President and Chairman |
|
| |
Gerardo I. Lopez |
| (Principal Executive Officer) |
| August 24, 2009 | |
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|
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|
| Chief Financial Officer, Executive Vice President |
|
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/s/ CRAIG R. RAMSEY |
| and Director |
| August 24, 2009 | |
Craig R. Ramsey |
| (Principal Financial Officer) |
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* |
| Chief Accounting Officer and Vice President |
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Chris A. Cox |
| (Principal Accounting Officer) |
| August 24, 2009 | |
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/s/ MARK A. MCDONALD |
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Mark A. McDonald |
| Director |
| August 24, 2009 | |
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*By: | /s/ CRAIG R. RAMSEY |
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Craig R. Ramsey |
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Attorney-in-fact |
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