Filed Pursuant to Rule 424(b)(3)
Registration No. 333-122376

        PROSPECTUS

AMC Entertainment Inc.
OFFER TO EXCHANGE

$250,000,000 principal amount of its 8⁵/8% Series B Senior Notes due 2012
which have been registered under the Securities Act, for any and all of its outstanding
8⁵/8% Series A Senior Notes due 2012
and
$205,000,000 principal amount of its Series B Senior Floating Rate Notes due 2010,
which have been registered under the Securities Act, for any and all of its
outstanding Series A Senior Floating Rate Notes due 2010

        We offer to exchange up to $250,000,000 aggregate principal amount of our 8⁵/8% Series B Senior Notes due August 15, 2012, or the "senior fixed rate exchange notes," for an equal principal amount of our outstanding 8⁵/8% Series A Senior Notes due August 15, 2012, or the "outstanding fixed rate notes," and up to $205,000,000 aggregate principal amount of our Series B Senior Floating Rate Notes due 2010, or the "senior floating rate exchange notes" and, together with the senior fixed rate exchange notes, the "exchange notes," for an equal principal amount of our outstanding Series A Senior Floating Rate Notes due 2010 or the "outstanding floating rate notes," and, together with the outstanding fixed rate notes, the "outstanding notes." We refer to the outstanding notes and the exchange notes collectively in this prospectus as the "notes." The exchange notes are substantially identical to the outstanding notes, except that the exchange notes have been registered under the federal securities laws and will not bear any legend restricting their transfer. The exchange notes will represent the same debt as the outstanding notes, and we will issue the exchange notes under the same indentures.

        We may redeem some or all of the senior fixed rate exchange notes after August 15, 2008 and some or all of the senior floating rate exchange notes after August 15, 2006 at the redemption prices set forth herein. Prior to August 15, 2007 for the senior fixed rate exchange notes and prior to August 15, 2006 for the senior floating rate exchange notes, we may redeem up to 35% of the notes using the proceeds of certain equity offerings.

        The exchange notes will be our senior unsecured obligations and will rank senior in right of payment to any of our existing and future subordinated debt and rank equally in right of payment with each other and any of our existing and future senior debt and will be effectively subordinated to any of our secured debt, including our amended credit facility, as to the assets securing such debt. The exchange notes will be guaranteed on a senior unsecured basis by our existing and future subsidiaries that guarantee (or are otherwise obligors with respect to) our other indebtedness. The exchange notes will be structurally subordinated to all existing and future liabilities of our subsidiaries that do not guarantee the exchange notes.

Terms of the Exchange Offer

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The exchange offer expires at 5:00 p.m., New York City time, on June 16, 2005, unless extended.



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The exchange offer is subject to certain customary conditions, which we may waive.



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The exchange offer is not conditioned upon any minimum principal balance of the initial notes being tendered for exchange.



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You may withdraw tenders of initial notes at any time before the exchange offer expires.



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All initial notes that are validly tendered and not withdrawn will be exchanged for exchange notes.



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We will not receive any proceeds from, and no underwriter is being used in connection with, the exchange offer.



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There is no existing market for the exchange notes to be issued and we do not intend to apply for their listing on any securities exchange.



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The exchange of outstanding notes for exchange notes pursuant to the exchange offer should not be a taxable event for U.S. federal income tax purposes.

        Each broker dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of these exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker dealer in connection with resales of exchange notes received in exchange for initial notes where such initial notes were acquired by such broker dealer as a result of market making activities or other trading activities. We have agreed that, for a period of one year after consummation of the registered exchange offer, we will make this prospectus available to any broker dealer for use in connection with any resale. See "Plan of Distribution."

        See "Risk Factors" beginning on page 18 for a discussion of the factors you should consider in connection with the exchange offer and exchange of initial notes for exchange notes.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the initial notes or the exchange notes or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is May 13, 2005.

        You should rely only on the information contained and incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state or other jurisdiction where the offer is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.

TABLE OF CONTENTS

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MARKET AND INDUSTRY INFORMATION

        Information regarding market share, market position and industry data pertaining to our business contained in this prospectus consists of our estimates based on data and reports compiled by industry professional organizations (including the Motion Picture Association of America, the National Association of Theatre Owners, Nielsen EDI, Inc., industry analysts and our management's knowledge of our business and markets.

        Although we believe that the sources are reliable, we have not independently verified market industry data provided by third parties or by industry or general publications, and we take no further responsibility for this data. Similarly, while we believe our internal estimates with respect to our industry are reliable, our estimates have not been verified by any independent sources, and we cannot assure you that they are accurate.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        The SEC allows this prospectus to "incorporate by reference" certain other information that we file with them, which means that we can disclose important information to you by referring to those documents without including them with this prospectus. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and replace this information. We incorporate by reference the filings listed below made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") (other than current reports on Form 8-K containing Regulation FD disclosure furnished under either Item 2.02 and Item 7.01 including any exhibits relating to information furnished under either Item 2.02 or Item 7.01 on Form 8-K) until we have sold all of the securities we have registered.

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Our Annual Report on Form 10-K for the fiscal year ended April 1, 2004, as amended by our Annual Report on Form 10-K/A.



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Our Quarterly Reports on Form 10-Q for the quarters ended July 1, 2004, October 1, 2004 and December 30, 2004.



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Our Current Reports on Form 8-K filed on April 13, 2004, April 14, 2004, June 10, 2004, July 22, 2004 (two reports), July 23, 2004, July 26, 2004 (three reports), July 30, 2004, November 24, 2004, December 27, 2004 (except to the extent furnished under Item 7.01), as amended by our Report on Form 8-K/A filed on March 7, 2005, February 16, 2005, March 29, 2005 and April 4, 2005, as amended by our Report on Form 8-K/A filed on May 6, 2005.

        You should consider any statement contained in a document incorporated or considered incorporated by reference into this prospectus to be modified or superceded to the extent that a statement contained in this prospectus, or in any subsequently filed document that is also incorporated or deemed to be incorporated by reference into this prospectus, modifies or conflicts with the earlier statement. You should not consider any statement modified or superceded, except as modified or superceded, to constitute a part of this prospectus. The information on our World Wide Website and any other Website which is referred to in this prospectus is not part of this prospectus.

DOCUMENTS DELIVERED WITH THIS PROSPECTUS

        This prospectus is accompanied by a copy of our most recent Annual Report on Form 10-K and 10-K/A for the fiscal year ended April 1, 2004, our most recent Quarterly Report on Form 10-Q for the quarter ended December 30, 2004 and our most recent report on Form 8-K/A filed on March 7, 2005.

        If you need additional copies of these documents, or if you would like copies of any other items referenced above, you may make a request for such information in writing or by telephone, and we will provide you, without charge, a copy of any and all of the information incorporated by reference in the registration statement of which this prospectus is a part. Requests for such information should be in writing to us at the following address:

AMC Entertainment Inc.,
Attn: Mr. Kevin M. Connor,
Senior Vice President, General Counsel and Secretary,
920 Main Street,
Kansas City, Missouri 64105
(816) 221-4000.

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        To ensure timely delivery, please make your request as soon as practicable and, in any event, no later than five business days prior to the expiration of the exchange offer (June 7, 2005).

WHERE YOU CAN FIND MORE INFORMATION ABOUT US

        We file annual, quarterly and special reports and other information with the Securities and Exchange Commission (the "SEC"). You can inspect and copy the registration statement on Form S-4 of which this prospectus is a part, as well as reports and other information filed by us at the public reference facilities maintained by the Securities and Exchange Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. You can obtain copies of such material from the Public Reference Room of the Securities and Exchange Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. You can call the SEC at 1-800-732-0330 for information regarding the operations of its Public Reference Room. The SEC also maintains a World Wide Web site at http:/ /www.sec.gov that contains reports and information statements and other information regarding registrants (including us) that file electronically.

FORWARD-LOOKING STATEMENTS

        All statements, other than statements of historical facts, included in this prospectus regarding the prospects of our industry and our prospects, plans, financial position and business strategy may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "will," "expect," "intend," "estimate," "anticipate," "plan," "foresee," "believe" or "continue" or the negatives of these terms or variations of them or similar terminology. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we can give no assurance that these expectations will prove to have been correct. All such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. Important factors that could cause actual results to differ materially from our expectations include, among others: (i) our ability to enter into various financing programs; (ii) the cost and availability of films and the performance of films licensed by us; (iii) competition; (iv) construction delays; (v) the ability to open or close theatres and screens as currently planned; (vi) the ability to sub-lease vacant retail space; (vii) domestic and international political, social and economic conditions; (viii) demographic changes; (ix) increases in the demand for real estate; (x) changes in real estate, zoning and tax laws; (xi) unforeseen changes in operating requirements; (xii) our ability to identify suitable acquisition candidates and successfully integrate acquisitions into our operations; and (xiii) results of significant litigation. Readers are urged to consider these factors carefully in evaluating the forward-looking statements. For a discussion of these and other risk factors, see "Risk Factors."

        All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements included herein are made only as of the date of this prospectus, and we do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

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SUMMARY

        The following summary highlights some of the information from this prospectus and does not contain all the information that may be important to you. Before deciding to invest in our notes, you should read the entire prospectus carefully, including the section entitled "Risk Factors" and our consolidated financial statements and the related notes contained elsewhere in this prospectus. Except as otherwise indicated or otherwise required by the context, references in this prospectus to "we," "us," "our," the "issuer," "AMC Entertainment," "AMCE" or the "Company" refer to the combined business of AMC Entertainment Inc. and all our subsidiaries. The term "AMC" refers to our subsidiary, American Multi-Cinema, Inc. and the term "Holdings" refers to Marquee Holdings Inc., our parent. References in this prospectus to "Existing Subordinated Notes" refer to our 9¹/2% senior subordinated notes due 2011 (the "2011 Notes"), 9⁷/8% senior subordinated notes due 2012 (the "2012 Notes") and 8% senior subordinated notes due 2014 (the "2014 Notes"), collectively. The Company's fiscal year ends on the Thursday closest to the last day of March and is either 52 or 53 weeks long, depending on the year. References to a fiscal year are to the 52 or 53 week period ending in that year. For example, fiscal 2004 ended on April 1, 2004.

        We completed a merger on December 23, 2004 in which Holdings acquired the Company. Marquee Inc. ("Marquee" or "Successor") is a company formed on July 16, 2004. On December 23, 2004, pursuant to a merger agreement, Marquee merged with AMCE (the "Predeccesor"). Upon the consummation of the merger between Marquee and AMCE on December 23, 2004, Marquee was dissolved and renamed as AMCE, which is the legal name of the surviving reporting entity. The merger was treated as a purchase with Marquee being the "accounting acquiror" in accordance with Statement of Financial Accounting Standards No. 141 Business Combinations. As a result, the Successor applied the purchase method of accounting to the separable assets, including goodwill, and liabilities of the accounting acquiree, AMCE, as of December 23, 2004, the merger date. The consolidated financial statements presented herein are those of the accounting acquiror from its inception on July 16, 2004 through December 30, 2004, and those of its Predecessor, AMCE, for all prior periods through the merger date.

Who We Are

        We are one of the world's leading theatrical exhibition companies based on revenues. As of December 30, 2004, we operated 231 theatres with a total of 3,560 screens, with 93%, or 3,322, of our screens in North America, and 7%, or 238, of our screens in China (Hong Kong), Japan, France, Portugal, Spain and the United Kingdom. For the Successor period from inception on July 16, 2004 through December 30, 2004, we had revenues of $61.6 million, net losses of $17.9 million and net cash provided by operating activities of $8.3 million. For the Predecessor period from April 2, 2004 through December 23, 2004, we had revenues of $1.3 billion, net losses of $35.9 million and net cash provided by operating activities of $141.7 million. For the 52 weeks ended April 1, 2004, we had revenues of $1.8 billion, a net loss of $10.7 million and net cash provided by operating activities of $183.3 million.

        Our North American and international theatrical exhibition revenues are generated primarily from box office admissions and theatre concession sales, which represented approximately 68% and 26%, respectively, of our revenues during the 52 week period ended April 1, 2004 and the 39 week period ended December 30, 2004. The balance of our revenues is generated from ancillary sources, including on-screen advertising, rental of theatre auditoriums, fees and other revenues generated from the sale of gift certificates and theatre tickets and arcade games located in theatre lobbies.

Our Competitive Strengths

        Key characteristics of our business that we believe give us a competitive advantage over many other theatrical exhibition companies include:

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our modern theatre circuit;

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our highly productive theatres; and



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our broad major market coverage with prime theatre locations.

        Modern Theatre Circuit.    We are an industry leader in the development and operation of megaplex theatres, typically defined as having 14 or more screens and offering amenities to enhance the movie-going experience, such as stadium seating providing unobstructed viewing, digital sound and enhanced seat design. We believe that the megaplex format provides the operator with enhanced revenue opportunities and better asset utilization while creating convenience for patrons by increasing film choice and the number of film starting times.

        Highly Productive Theatres.    Our theatres are generally among the most productive in the markets in which they operate. As measured by AC Nielsen EDI, Inc. ("EDI"), we operated 22 of the top 50 theatres in the United States in terms of box office revenues for the 52 weeks ended September 30, 2004. Our next closest competitor operated seven. Our theatre circuit in North America also produces box office revenues per screen at rates approximately 30% higher than the industry average, as measured by EDI.

        Broad Major Market Coverage with Prime Theatre Locations.    In addition to our asset quality and the high levels of productivity of our theatres, our theatres are generally located in large, urban markets, giving us a breadth of market coverage that places us in most major markets in the United States. We operate in 88% of the Top 25 "Designated Market Areas," or "DMAs" (television market areas as defined by EDI). Our theatres are usually located near or within developments that include retail stores, restaurants and other activities that complement the movie-going experience.

Our Strategy

        Our strategic plan has three principal elements:

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maximizing operating efficiencies by focusing on the fundamentals of our business;



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optimizing our theatre portfolio through selective new builds, acquisitions and disposition of underperforming theatres; and



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enhancing and extending our business and brands and in doing so, growing our ancillary revenues.

        Maximizing Operating Efficiencies.    We believe the fundamentals of our business include maximizing revenues and managing our costs. For example, since fiscal 1999, we have implemented key initiatives in each of these areas, which have resulted in the following:

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theatre revenues per patron increased 11.4% in fiscal 2000, 5.5% in fiscal 2001, 5.6% in fiscal 2002, 7.0% in fiscal 2003 and 5.6% in fiscal 2004, which resulted in a per patron increase of greater than $2.50 over this period; and



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general and administrative expenses: other declined from 5.1% of revenues in fiscal 1999 to 3.0% in fiscal 2004, the result of centralizing divisional operational structure and reducing staffing above the theatre level by approximately 30%.

        We continue to evaluate opportunities for further revenue and cost savings in these and other areas.

        Optimizing Our Theatre Portfolio.    Asset quality is a function of our selective new build, strategic acquisition and theatre disposition strategies.

        As a recognized leader in the development and operation of megaplex theatres and based upon our financial resources, we believe that we will continue to have attractive new build opportunities

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presented to us by real estate developers and others. We intend to selectively pursue new build opportunities where the characteristics of the location and the overall market meet our strategic and financial return criteria. As of December 30, 2004, we had 9 theatres with 148 screens under construction in the United States. Since April 1995, we have added 2,387 screens in high performing state-of-the-art theatres.

        We believe a major factor that has contributed to our overall theatre portfolio quality has been our proactive efforts to close older, underperforming theatres. Since fiscal 1995, our last fiscal year before the first megaplex theatre opened, we have disposed of 1,243 screens. In order to maintain a modern, high quality theatre circuit, we will continue to evaluate our theatre portfolio and, where appropriate, dispose of theatres through closures, lease terminations, lease buyouts, sales or subleases. We have identified 16 multiplex theatres with 140 screens that we may close over the next one to three years due to expiration of leases or early lease terminations.

        There are approximately 600 theatrical exhibitors in North America, and the top five exhibitors account for approximately 50% of the industry's screens. This statistic is up from 31% in 1999 and evidences that the theatrical exhibition business in North America has been consolidating. We played a key role in this consolidation process in 2002, 2003 and 2004 by acquiring three domestic theatre operators with a total of 757 screens. We have and will continue to evaluate potential investment, acquisition and other consolidating opportunities in the same and related lines of business.

        Enhancing and Extending Our Business and Brands.    We believe there are opportunities to increase our core and ancillary revenues and build brand equity through enhancements of our business, new product offerings and strategic marketing. For example:

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we are a founding member and own approximately 37% of National CineMedia, LLC, a cinema screen advertising venture representing approximately 11,200 North American theatre screens (8,200 digital) including our own and reaching more than 450 million movie guests annually;



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our MovieWatcher® frequent moviegoer loyalty program is the largest program in the industry with over 3.5 million members;



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we are a founding partner and own approximately 27% of MovieTickets.com, an Internet ticketing venture representing over 8,600 screens, including our own;



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we have installed the Digital Theatre Distribution System, a digital projection technology developed by NCN that streamlines the delivery of in-theatre advertising and is also suitable for alternative content, in our theatres (approximately 2,500 screens);



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during fiscal 2003, we introduced the AMC Entertainment Card, the first stored value gift card sold circuit wide in our industry. Through several marketing alliances, the card is also sold at over 5,000 retail outlets throughout North America; and



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we recently introduced Clip Gummi Stars™, the industry's first wide-scale, privately labeled candy, in our U.S. theatres. The introduction of Clip Gummi Stars™ is part of our overall brand strategy to extend our powerful name and guest loyalty to other products and programs, both inside and outside our theatres.

        Implementing our strategy involves risks.    The effort required to implement our overall strategy could lead to a diversion of resources and management attention from operational matters. In order to acquire new theatres and develop new theatre locations, we may have to issue additional shares of common or preferred stock or seek additional financing on terms that may be unfavorable to us. We may also have difficulty identifying suitable acquisition candidates. Even if we are able to identify such candidates, we anticipate facing significant competition from other exhibition companies and financial buyers that may be financially stronger than we are. As a result, we may not be able to acquire suitable candidates or may have to pay more than we would prefer to make an acquisition. Should we acquire

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suitable candidates, we can make no assurance that we will be able to generate sufficient cash flow from these acquisitions to service our indebtedness or realize anticipated benefits. Once we have acquired existing theatres, we may face difficulty in assimilating the acquired operations into our current business and the possibility that any liabilities we may incur or assume may prove to be more burdensome than anticipated. In addition, our investment in MovieTickets.com, as part of our strategy of brand enhancement, may fail to be profitable if consumers prefer to purchase tickets and find information about films through our competitors' websites or through traditional means, such as in person or over the phone. The success of our investment in digital theatre equipment is dependent upon our ability to sell media-based content to advertisers.

The Industry

        North American box office revenues have increased by a 6% compound annual growth rate ("CAGR") over the last 30 years. Since the introduction of the megaplex in 1995, these positive growth trends have become more pronounced, with box office revenues growing by a 7% CAGR from 1995 to 2003. In 2003, industry box office revenues were $9.5 billion, a decrease of less than 1% from the prior year, and attendance was 1.57 billion, a decrease of 4% from the prior year but the second highest attendance level in 44 years.

        As a result of the economic appeal of megaplex theatres and exhibitors' development of new megaplexes without corresponding closures of older multiplexes, from 1995 to 1999 the industry's indoor screen count grew by a CAGR of 8%, from 27,000 to 36,500 screens. However, attendance per screen declined during this period by a CAGR of 4%. We believe that this decline reflects the industry's excess screen capacity, in which older multiplexes or less competitively positioned theatres were effectively rendered obsolete by newer megaplexes, resulting in declining profitability.

        In 2003, there were approximately 1,300 fewer screens than in 1999, as many of our competitors closed older multiplexes. As a result, from 1999 to 2003, the industry's screen count decreased by a CAGR of 1% and attendance per screen increased during this period by a CAGR of 1%.

Recent Developments

        On December 23, 2004, we completed a merger (the "Merger") in which we were acquired by Marquee Holdings Inc. ("Holdings"), a newly created investment vehicle owned by J.P. Morgan Partners (BHCA) L.P. and certain other affiliated funds managed by J.P. Morgan Partners, LLC (collectively, "JPMP") and Apollo Investment Fund V, L.P. and certain related investment funds (collectively, "Apollo," and together with JPMP, the "Sponsors") and certain other co-investors. Marquee Inc. ("Marquee"), a wholly-owned subsidiary of Marquee Holdings Inc., merged with and into us, with AMC Entertainment Inc. as the surviving entity. Pursuant to the terms of the Merger, each issued and outstanding share of our common stock and Class B stock was converted into the right to receive $19.50 in cash and each issued and outstanding share of our preferred stock was converted into the right to receive $2,727.27 in cash. The total value of the Merger and related transactions was approximately $2.0 billion (approximately $1.67 billion in equity and the assumption of $750 million in debt less $397 million in cash and equivalents). Following consummation of the Merger, we became a privately-held company, wholly owned by Holdings. Holding is owned by the Sponsors, other co-investors and by certain members of management.

        Concurrently with the consummation of the Merger, we entered into an amendment to our existing $175.0 million credit facility which matures on April 9, 2009. We refer to this amended facility as the "amended credit facility." As of December 30, 2004, we had no amounts outstanding under the amended credit facility and issued approximately $12.8 million in letters of credit, leaving borrowing capacity under the amended credit facility of approximately $162.2 million. The Merger also constituted a "change of control" of the Company under the 2011 Notes, requiring us to make an offer to holders

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to repurchase their 2011 Notes at 101% of their aggregate principal amount plus accrued and unpaid interest to the date of purchase. We commenced this change of control offer on January 11, 2005, and it expired on February 10, 2005. A total of $1,663,000 aggregate principal amount of the 2011 Notes were tendered. On February 11, 2005, the Company accepted all validly tendered 2011 Notes and made a payment in the approximate amount of $1,679,630, excluding accrued and unpaid interest.

        On March 29, 2005, the Company and Regal Entertainment Group announced that we are combining our respective cinema screen advertising businesses into a new joint venture company called National CineMedia, LLC. The new company will engage in the marketing and sale of cinema advertising and promotions products; business communications and training services; and the distribution of digital alternative content. We contributed fixed assets and exhibitor agreements of our cinema screen advertising subsidiary National Cinema Network ("NCN") to National CineMedia, LLC. Additionally, we will pay termination benefits related to the displacement of certain NCN associates. In consideration of the NCN contributions described above, National CineMedia, LLC issued a 37% interest in its Class A units to NCN.

Risk Factors

        We have a significant amount of debt. As of December 30, 2004, we had outstanding $518.0 million of senior indebtedness including the notes offered hereby, $709.2 million of senior subordinated indebtedness and had available $162.2 million of additional borrowing capacity under our amended credit facility that would be effectively senior to the notes, to the extent of the value of assets securing such debt. In addition, our subsidiaries that do not guarantee the notes had $94.2 million of liabilities which would be structurally senior to the notes. As of December 30, 2004, we also had approximately $4.1 billion of undiscounted rental payments under operating leases (with initial base terms of between 10 and 25 years).

        If we fail to make any required payment under our amended credit facility or to comply with any of the financial and operating covenants included in the amended credit facility, we would be in default. Lenders under our amended credit facility could then vote to accelerate the maturity of the indebtedness under the amended credit facility and foreclose upon the stock and personal property of our domestic significant subsidiaries securing the amended credit facility. Other creditors might then accelerate other indebtedness. If lenders under the amended credit facility accelerate the maturity of the indebtedness thereunder, we cannot assure you that we will have sufficient assets to satisfy our obligations under the amended credit facility or our other indebtedness, including the exchange notes offered hereby.

        Our ability to make payments on and refinance our debt, including the exchange notes offered hereby and other financial obligations and to fund our capital expenditures and acquisitions will depend on our ability to generate substantial operating cash flow. Our cash flow depends in large part upon the continued availability and popularity of motion pictures and upon the pricing strategies of distributors of films, over whom we have no control. If our cash flows were to prove inadequate to service our debt and provide for our other obligations in the future, we may be required to refinance all or a portion of our existing debt or future debt at terms unfavorable to us. In addition, because we are a holding company, we depend on our subsidiaries to service our debt and provide for our other obligations, and we cannot make any assurances that in the event of our bankruptcy, after providing for claims of creditors and preferred stockholders (if any) of our subsidiaries, there would be sufficient assets available to pay amounts due to holders of the exchange notes offered hereby.

        You should consider carefully all the information set forth in this prospectus and, in particular, you should evaluate the specific factors set forth under "Risk Factors" for risks involved with an investment in the notes.

Additional Information

        Our principal executive offices are located at 920 Main Street, Kansas City, Missouri 64105-1977. Our telephone number is (816) 221-4000.

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Summary of the Exchange Offer

        On August 18, 2004, we completed the private offering of $250,000,000 aggregate principal amount of 8⁵/8% new Series B Senior Notes due 2012 and $205,000,000 aggregate principal amount of new Series B Senior Floating Rate Notes due 2010. As part of that offering, we entered into registration rights agreements with the initial purchasers of the original notes in which we agreed, among other things, to deliver this prospectus to you and to complete an exchange offer for the original notes. Below is a summary of the exchange offer.

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Summary of the Terms of the Exchange Notes

        The form and terms of the exchange notes and the original notes are identical in all material respects, except that the transfer restrictions and registration rights applicable to the original notes do not apply to the exchange notes. The exchange notes will evidence the same debt as the original notes and will be governed by the same indentures.

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        The following chart sets forth the organization of AMCE and its subsidiaries, including which subsidiaries are or are not guarantors of the notes.

*Indicates guarantor subsidiary.

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Summary Historical and Pro Forma Financial and Operating Data

        We completed a merger on December 23, 2004 in which Holdings acquired the Company. Marquee, the "Successor," is a company formed on July 16, 2004. On December 23, 2004, pursuant to a merger agreement, Marquee merged with and into AMCE, the "Predecessor," with AMCE as the surviving entity. The merger was treated as a purchase with Marquee being the "accounting acquiror" in accordance with Statement of Financial Accounting Standards No. 141 Business Combinations. As a result, the Successor applied the purchase method of accounting to the separable assets, including goodwill, and liabilities of the accounting acquiree, AMCE, as of December 23, 2004, the merger date. The consolidated financial statements presented herein are those of the accounting acquiror from its inception on July 16, 2004 through December 30, 2004, and those of its Predecessor, AMCE, for all prior periods through the merger date.

        The following tables set forth certain of our historical and pro forma financial and operating data. Our summary historical financial data for the interim periods ended December 30, 2004 and January 1, 2004 and for the three fiscal years ended April 1, 2004 have been derived from our consolidated financial statements for such periods. We have restated our consolidated financial statements for foreign deferred tax assets, Swedish tax benefits recorded in loss from discontinued operations and straight-line contingent rentals. The following summary financial data has been revised to reflect the restatements. See Note 1 to the consolidated financial statements under Restatements for the fiscal year ended April 1, 2004 and Note 7 to the "Selected Historical Financial and Operating Data," included elsewhere in this prospectus, and Part I Item 1. of our consolidated financial statements for the period ended December 30, 2004, included elsewhere in this prospectus, for a complete discussion of the restatement and the restatement adjustments for fiscal years 2003 and 2002.

        The summary unaudited pro forma financial data for fiscal 2004 and for the third quarter of fiscal 2005 presented below is derived from our unaudited pro forma condensed consolidated financial information and the notes thereto included under the caption "Unaudited Pro Forma Condensed Consolidated Financial Information," included elsewhere in this prospectus. The unaudited pro forma statement of operations data for fiscal 2004 and through the third quarter of fiscal 2005 reflect adjustments to our consolidated historical financial information to give effect to the Merger and related transactions and our contribution to National CineMedia, LLC as if these transactions had occurred on April 4, 2003. The summary unaudited pro forma financial information is based on certain assumptions and adjustments and does not purport to present what our actual results of operations would have been had the Merger and related transactions, our contribution to National CineMedia, LLC and events reflected by them in fact occurred on the dates specified, nor is it necessarily indicative of the results of operations that may be achieved in the future.

        The summary financial data presented herein should be read in conjunction with our consolidated financial statements, including the notes thereto, our unaudited interim financial statements, including the notes thereto, our other historical financial information and the GC Companies' consolidated financial statements, including the notes thereto, each included elsewhere in this prospectus or incorporated by reference herein.

14

15

(1)

There were no cash dividends declared on common stock during the last three fiscal years.

(2)

Fiscal 2004, 2003 and 2002 include losses from discontinued operations related to a theatre in Sweden that was sold during fiscal 2004. Fiscal 2004 includes a $3,831 loss from discontinued operations (net of income tax benefit of $2,600), fiscal 2003 includes a $1,084 loss from discontinued operations (net of income tax benefit of $700) and fiscal 2002 includes a $4,325 loss from discontinued operations including a charge for impairment of long-lived assets of $4,668 (net of income tax benefit of $3,600). The thirty-nine weeks ended January 1, 2004 includes a $3,831 loss from discontinued operations (net of income tax benefit of $2,600).

(3)

Fiscal 2003 includes 53 weeks. All other years have 52 weeks.

(4)

We acquired Gulf States Theatres on March 15, 2002 and GC Companies, Inc. on March 29, 2002, which significantly increased our size. In the Gulf States Theatres acquisition, we acquired 5 theatres with 68 screens in the New Orleans area. In the GC Companies acquisition, we acquired 66 theatres with 621 screens throughout the United States. Accordingly, results of operations for the fiscal years ended April 1, 2004 and April 3, 2003 are not comparable to our results for the prior fiscal years.

(5)

During fiscal 2004, other expense (income) is composed of losses recognized on the redemption of $200,000 of our Senior Subordinated Notes due 2009 and $83,400 of our Senior Subordinated Notes due 2011. During fiscal 2002, other expense (income) is comprised of transaction expenses incurred in connection with the issuance of Preferred Stock.

(6)

See Note 6 to "Unaudited Pro Forma Condensed Consolidated Financial Information."

(7)

See Note 7 to "Unaudited Pro Forma Condensed Consolidated Financial Information."

(8)

We had a deficiency of earnings to fixed charges for the Successor period from inception on July 16, 2004 through December 30, 2004 of $16.4 million. We had a deficiency of earnings to fixed charges for the Predecessor period from April 2, 2004 through December 23, 2004 of $20.5 million. We had a deficiency of earnings to fixed charges for fiscal years 2003, 2002, 2001 and 2000 of $21.3 million, $4.8 million, $135.2 million and $86.2 million, respectively. On a pro forma basis for fiscal 2004, we had a deficiency of earnings to fixed charges of $68.6 million. Earnings consist of earnings (loss) from continuing operations before income taxes, plus fixed charges (excluding capitalized interest), amortization of capital interest, and undistributed equity in losses of joint ventures. Fixed charges consist of interest

16

expense, interest capitalized and one-third of rent expense on operating leases treated as representative of the interest factor attributable to rent expense.

(9)

In connection with the Merger, Holdings and Marquee were formed and, as described elsewhere in this prospectus, issued debt and held the related proceeds from issuance of debt in escrow until the Merger was consummated. We consolidated these merger entities in accordance with GAAP during the thirty-nine week periods December 30, 2004. The Successor period from inception on July 16, 2004 through December 30, 2004 includes cash used in investing activities of $1,268,564 for the acquisition of AMCE and cash provided by financing activities of $455,000 related to Merger financing and a $934,901 capital contribution from Marquee Holdings Inc. The consolidation of the merger entities increased our Predecessor interest expense by $13,521, increased our Predecessor investment income by $2,225, increased our Predecessor net cash used in investing activities by $627,338 and increased our Predecessor net cash provided by financing activities by $624,918 during the thirty-nine week period ended December 23, 2004. The Merger increased our corporate borrowings by $455,000 as of December 30, 2004.

(10)

Our unaudited pro forma ratio of earnings to fixed charges for the thirty-nine weeks ended December 30, 2004 was 1.0x.

17

RISK FACTORS

        An investment in our notes involves a high degree of risk. You should carefully consider the following factors, in addition to the other information contained in this prospectus, in deciding whether to invest in our notes. This prospectus contains forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include those discussed below.

Risks Related to our Notes and the Exchange Offer

Risks Relating to the Exchange Notes

You may have difficulty selling the original notes that you do not exchange.

        If you do not exchange your original notes for exchange notes in the exchange offer, you will continue to be subject to the restrictions on transfer of your original notes described in the legend on your original notes. The restrictions on transfer of your original notes arise because we issued the original notes under exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, you may only offer or sell the original notes if they are registered under the Securities Act and applicable state securities laws, or offered and sold under an exemption from these requirements. We do not intend to register the original notes under the Securities Act. To the extent original notes are tendered and accepted in the exchange offer, the trading market for the original notes could be adversely affected. See "The Exchange Offer—Consequences of Exchanging or Failing to Exchange Original Notes."

You may find it difficult to sell your exchange notes because there is no existing trading market for the exchange notes.

        You may find it difficult to sell your exchange notes because an active trading market for the exchange notes may not develop. The exchange notes are being offered to the holders of the original notes. The original notes were issued on August 18, 2004 primarily to a small number of institutional investors. There is no existing trading market for the exchange notes, and there can be no assurance regarding the future development of a market for the exchange notes, or the ability of the holders of the exchange notes to sell their exchange notes or the price at which such holders may be able to sell their exchange notes. If such a market were to develop, the exchange notes could trade at prices that may be higher or lower than the initial offering price of the original notes depending on many factors, including prevailing interest rates, our financial position, operating results and the market for similar securities. We do not intend to apply for listing or quotation of the exchange notes on any exchange, and so we do not know the extent to which investor interest will lead to the development of a trading market or how liquid that market might be. Although the initial purchasers of the original notes have informed us that they intend to make a market in the exchange notes, they are not obligated to do so, and any market-making may be discontinued at any time without notice. Therefore, there can be no assurance as to the liquidity of any trading market for the exchange notes or that an active market for the exchange notes will develop. As a result, the market price of the exchange notes, as well as your ability to sell the exchange notes, could be adversely affected.

        Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of such securities. There can be no assurance that the market for the exchange notes will not be subject to similar disruptions. Any such disruptions may have an adverse effect on holders of the exchange notes.

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Broker-dealers may become subject to the registration and prospectus delivery requirements of the Securities Act and any profit on the resale of the exchange notes may be deemed to be underwriting compensation under the Securities Act.

        Any broker-dealer that acquires new notes in the exchange offer for its own account in exchange for old notes which it acquired through market-making or other trading activities must acknowledge that it will comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction by that broker-dealer. Any profit on the resale of the exchange notes and any commission or concessions received by a broker-dealer may be deemed to be underwriting compensation under the Securities Act.

Our substantial debt could adversely affect our operations and prevent us from satisfying our obligations under the exchange notes offered hereby.

        We have a significant amount of debt. As of December 30, 2004, we had outstanding $518.0 million of senior indebtedness including the notes offered hereby, $709.2 million of senior subordinated indebtedness and had available $162.2 million of additional borrowing capacity under our amended credit facility that would be effectively senior to the Existing Subordinated Notes and the notes offered hereby, to the extent of the value of assets securing such debt. In addition, our subsidiaries that do not guarantee the notes had $94.2 million of liabilities which would be structurally senior to the notes. As of December 30, 2004, we also had approximately $4.1 billion of undiscounted rental payments under operating leases (with initial base terms of between 10 and 25 years).

        The amount of our indebtedness and lease and other financial obligations could have important consequences to you, as a holder of the notes. For example, it could:

•

increase our vulnerability to general adverse economic and industry conditions;



•

limit our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, general corporate purposes or other purposes;



•

require us to dedicate a substantial portion of our cash flow from operations to the payment of lease rentals and principal and interest on our indebtedness, thereby reducing the funds available to us for operations, payment of dividends and any future business opportunities;



•

limit our planning flexibility for, or ability to react to, changes in our business and the industry; and



•

place us at a competitive disadvantage with competitors who may have less indebtedness and other obligations or greater access to financing.

        If we fail to make any required payment under our amended credit facility or to comply with any of the financial and operating covenants included in the amended credit facility, we would be in default. Lenders under our amended credit facility could then vote to accelerate the maturity of the indebtedness under the amended credit facility and foreclose upon the stock and personal property of our domestic significant subsidiaries securing the amended credit facility. Other creditors might then accelerate other indebtedness. If the lenders under the amended credit facility accelerate the maturity of the indebtedness thereunder, we cannot assure you that we will have sufficient assets to satisfy our obligations under the amended credit facility or our other indebtedness, including the exchange notes offered hereby, our 2011 Notes, our 2012 Notes and our 2014 Notes. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" included in our quarterly report on Form 10-Q for the quarter ended December 30, 2004, which is incorporated herein by reference.

        Our indebtedness under the amended credit facility bears interest at rates that fluctuate with changes in certain prevailing interest rates (although, subject to certain conditions, such rates may be

19

fixed for certain periods). If interest rates increase, we may be unable to meet our debt service obligations under the amended credit facility and other indebtedness.

If our cash flows prove inadequate to service our debt and provide for our other obligations, we may be required to refinance all or a portion of our existing debt or future debt at terms unfavorable to us.

        Our ability to make payments on and refinance our debt, including the exchange notes offered hereby, and other financial obligations, and to fund our capital expenditures and acquisitions will depend on our ability to generate substantial operating cash flow. This will depend on our future performance, which will be subject to prevailing economic conditions and to financial, business and other factors beyond our control. We had a deficiency of earnings to fixed charges for fiscal years 2003, 2002, 2001 and 2000 of $21.3 million, $4.8 million, $135.2 million and $86.2 million, respectively. On a pro forma basis after giving effect to the Merger for fiscal 2004, we had a deficiency of earnings to fixed charges of $68.6 million. If our cash flows were to prove inadequate to meet our debt service, rental, dividend and other obligations in the future, we may be required to refinance all or a portion of our existing or future debt, to sell assets or to obtain additional financing. We cannot assure you that any such refinancing or that any such sale of assets or additional financing would be possible on favorable terms, if at all.

Your right to receive payments on these notes is effectively subordinated to the rights of our existing and future secured creditors. Further, the guarantees of these notes are effectively subordinated to all our guarantors' existing and future secured indebtedness.

        Holders of our secured indebtedness and the secured indebtedness of the guarantors will have claims that are prior to your claims as holders of the notes to the extent of the value of the assets securing that other indebtedness. Notably, we and certain of our subsidiaries, including the guarantors, will be parties to the amended credit facility, which will be secured by liens on substantially all of our assets and the assets of the guarantors. The notes will be effectively subordinated to all that secured indebtedness. In the event of any distribution or payment of our assets in any foreclosure, dissolution, winding-up, liquidation, reorganization, or other bankruptcy proceeding, holders of secured indebtedness will have prior claim to those of our assets that constitute their collateral. Holders of the notes will participate ratably with all holders of our unsecured indebtedness that is deemed to be of the same class as the notes, and potentially with all of our other general creditors, based upon the respective amounts owed to each holder or creditor, in our remaining assets. In any of the foregoing events, we cannot assure you that there will be sufficient assets to pay amounts due on the notes. As a result, holders of notes may receive less, ratably, than holders of secured indebtedness.

        As of December 30, 2004, the aggregate amount of our and our subsidiaries' secured indebtedness was approximately $849.7 million and we had available $162.2 million of additional borrowing capacity under our amended credit facility. The indenture governing the notes permits us to incur up to $425.0 million of senior indebtedness under any credit facilities. In addition, the indentures do not limit the amount of additional senior indebtedness we may incur if we satisfy certain fixed charge coverage tests.

        In addition, we are required to maintain (i) a maximum net indebtedness to annualized EBITDA ratio, as defined in the amended credit facility, of 5.75 to 1, (ii) a minimum interest coverage ratio, as defined in the amended credit facility (generally, the ratio of annualized EBITDA for the most recent four quarters to consolidated interest expense for such period) of 1.75 to 1, and (iii) a ratio of maximum net senior indebtedness to annualized EBITDA for the most recent four quarters, as defined in the amended credit facility, of 3.50 to 1. If the financial maintenance ratios in our amended credit facility do not meet the specified limits, or if any other restrictive covenant is breached, it will be considered an event of default. See "Description of Other Indebtedness and Series A Convertible Preferred Stock" for a description of proposed amendments to the amended credit facility.

20

Any failure by Holdings to satisfy its obligations under the Holdco Notes could have a material adverse effect on us.

        Marquee Holdings Inc., our parent company hereinafter referred to as Holdings, issued $304,000,000 in aggregate principal amount at maturity of 12% Senior Discount Notes due 2014, the Holdco Notes. Holdings is a holding company with no operations or significant assets of its own other than our capital stock and, therefore, its ability to make payments on the Holdco Notes is dependent on our earnings and the distribution of funds from us through loans, dividends or otherwise. However, we are not obligated to make funds available to Holdings for payment on the Holdco Notes. The Holdco Notes are solely the obligations of Holdings and are not obligations of us or any of our subsidiaries. The terms of our amended credit facility and the indentures governing the notes and the Existing Subordinated Notes significantly restrict us from paying dividends to Holdings. A failure by Holdings, which is a guarantor under the amended credit facility, to satisfy its obligations under the Holdco Notes would give the lenders under the amended credit facility the right to accelerate the payment obligations under the facility. Any such acceleration would be a default under the indentures governing the notes. The Holdco Notes accrete from the date of issuance of the Holdco Notes through August 15, 2009 (unless Holdings elects to pay interest in cash earlier) and semi-annual cash interest payments of approximately $18.2 million will be payable thereafter.

Our subsidiaries are required to guarantee the notes if they guarantee our other indebtedness, including the amended credit facility, and in certain circumstances, their guarantees will be subject to automatic release.

        Our existing and future subsidiaries are required to guarantee the notes if they guarantee other indebtedness of ours, including the amended credit facility. If a subsidiary guarantor is released from its guarantee of such other indebtedness for any reason whatsoever, or if such other guaranteed indebtedness is repaid in full or refinanced with other indebtedness that is not guaranteed by a subsidiary guarantor, then the subsidiary guarantor also will be released from its guarantee of the notes.

Your right to receive payments on these notes could be adversely affected if any of our non-guarantor subsidiaries declare bankruptcy, liquidate, or reorganize.

        Some of our subsidiaries (including all of our foreign subsidiaries) are not guarantors of the notes. In the event of a bankruptcy, liquidation or reorganization of any of our non-guarantor subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us.

        Assuming we had completed this offering on December 30, 2004, these notes would have been effectively junior to $94.2 million of indebtedness and other liabilities (including trade payables) of our non-guarantor subsidiaries. Our non-guarantor subsidiaries generated approximately 6.5% of our consolidated revenues in fiscal 2004 and held approximately 4.9% of our consolidated assets as of December 30, 2004.

The indentures governing the exchange notes contain covenants that may limit our ability to take advantage of certain business opportunities advantageous to us that may arise.

        The indentures governing the notes contains various covenants that limit our ability to, among other things:

•

incur additional indebtedness;



•

make restricted payments;



•

incur liens;



•

engage in transactions with affiliates; and



•

enter into business combinations and asset sales.

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        These restrictions could limit our ability to obtain future financing, make acquisitions or needed capital expenditures, withstand economic downturns in our business or the economy in general, conduct operations or otherwise take advantage of business opportunities that may arise.

        Although the indentures for the notes contain a fixed charge coverage test that limits our ability to incur indebtedness, this limitation is subject to a number of significant exceptions and qualifications. Moreover, the indentures do not impose any limitation on our incurrence of capital or finance lease obligations or liabilities that are not considered "Indebtedness" under the indentures (such as operating leases), nor does it impose any limitation on the amount of liabilities incurred by subsidiaries, if any, that might be designated as "unrestricted subsidiaries" (as defined herein). See "—Our substantial debt could adversely affect our operations and prevent us from satisfying our obligations under the exchange notes offered hereby" and "Description of Exchange Notes—Certain Covenants—Limitation on Consolidated Indebtedness." Furthermore, there are no restrictions in the indentures on our ability to invest in other entities (including unaffiliated entities) and no restrictions on the ability of our subsidiaries to enter into agreements restricting their ability to pay dividends or otherwise transfer funds to us. Also, although the indentures limit our ability to make restricted payments, these restrictions are subject to significant exceptions and qualifications. As of December 30, 2004, we used all or substantially all of our capacity to dividend funds to Holdings in connection with the Merger and related transactions but this capacity will build over time pursuant to a formula under the indentures.

We must offer to repurchase the exchange notes upon a change of control, which could result in an event of default under the amended credit facility or under the indentures governing the exchange notes.

        The indentures governing the exchange notes offered hereby and the Existing Subordinated Notes require that, upon the occurrence of a "change of control," as such term is defined in each of these indentures, we must make an offer to repurchase the notes governed thereby at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase.

        Certain events involving a change of control will result in an event of default under the amended credit facility and may result in an event of default under other indebtedness that we may incur in the future. An event of default under the amended credit facility or other indebtedness could result in an acceleration of such indebtedness. See "Description of Exchange Notes—Change of Control." We cannot assure you that we would have sufficient resources to repurchase any of the notes or pay our obligations if the indebtedness under the amended credit facility or other indebtedness were accelerated upon the occurrence of a change of control. The acceleration of indebtedness and our inability to repurchase all the tendered notes would constitute events of default under the indentures governing the exchange notes offered hereby and the Existing Subordinated Notes. No assurance can be given that the terms of any future indebtedness will not contain cross default provisions based upon a change of control or other defaults under such debt instruments.

        In addition, the definition of "change of control" in the indentures governing the exchange notes offered hereby and the Holdco Notes and our 2012 Notes differs slightly from the corresponding definition in the indentures governing our 2012 Notes and our 2014 Notes and the indenture governing our 2011 Notes with respect to JPMP and Apollo. The members of the Apollo Group and the JPMorgan Partners Group (each as defined in the relevant indenture) are "permitted holders" under the indentures governing the exchange notes offered hereby and the Holdco Notes, and the members of the Apollo Group (which for purposes of the indentures governing of the 2012 Notes and the 2014 Notes include JPMP) are "permitted holders" under the indentures governing the 2012 Notes and the 2014 Notes. However, the members of the Apollo Group and JPMP are not "permitted holders" under the indenture governing the 2011 Notes. As a result, we were required to offer to repurchase the 2011 Notes in connection with the Merger. See "Summary—Recent Developments."

22

        Under the indentures governing the exchange notes offered hereby and the Holdco Notes, any Permitted Holder (as defined, which includes JPMP and Apollo) may transfer in the aggregate up to, but no more than 35% of (a) its equity commitments to the Merger and related transactions or (b) its equity securities of Holdings or the Company, in each case, on or before January 31, 2005, to any one or more institutional investors or their respective affiliates. Securities acquired by a member of a "group" through such transfers will be excluded from the holdings attributed to such "group" under the change of control definition and such transfer would not, of themselves, constitute a Change of Control or trigger a change of control offer under the indentures. JPMP and Apollo may seek to, but are not required to, make such transfers in the future.

A court could deem the obligations evidenced by the notes a fraudulent conveyance.

        The incurrence of the indebtedness evidenced by the exchange notes offered hereby and the use of proceeds thereof are subject to review under relevant federal and state fraudulent conveyance statutes in the event of a bankruptcy or reorganization case or a lawsuit by or on behalf of creditors of the Company. Under these statutes, if a court were to find that:

•

the notes had been issued with the intent to hinder, delay or defraud any present or future creditor; or



•

we did not receive fair consideration or reasonably equivalent value for issuing the notes and, at the time we issued the notes, we:



•

were insolvent or became insolvent as a result of issuing the notes;



•

were engaged or were about to engage in a business or transaction for which our remaining assets constituted unreasonably small capital; or



•

intended to incur, or believed that we would incur, debts beyond our ability to pay those debts as they matured or became due

(as all of the foregoing terms are defined or interpreted under the relevant fraudulent transfer or conveyance statutes), the court could void or subordinate the obligations evidenced by the notes in favor of our other obligations.

        The measure of insolvency for purposes of a fraudulent conveyance claim will vary depending upon the law of the applicable jurisdiction. Generally, however, a company will be considered insolvent at a particular time if the sum of its debts at that time is greater than the then fair value of its assets or if the then fair value of its assets at that time is less than the amount that would be required to pay its probable liability on its existing debts as they mature. We believe that, after giving effect to the Merger and related transactions, we will not be insolvent or rendered insolvent as a result of issuing the notes; that we will be in possession of sufficient capital to run our business effectively; and we will have incurred debts within our ability to pay as the same mature or become due. There can be no assurance, however, as to what standard a court would apply to evaluate our intent or to determine whether we were insolvent at the time of, or rendered insolvent upon, the consummation of the Merger and related transactions or that, regardless of the standard, a court would not determine that we were insolvent at the time of, or rendered insolvent upon, the consummation of the Merger and related transactions.

Federal and state statutes allow courts, under specific circumstances, to void guarantees and require note holders to return payments received from guarantors.

        Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee could be voided, or claims in respect of a guarantee could be subordinated to all other debts

23

of that guarantor if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee:

•

received less than reasonably equivalent value or fair consideration for the incurrence of such guarantee; and



•

was insolvent or rendered insolvent by reason of such incurrence; or



•

was engaged in a business or transaction for which the guarantor's remaining assets constituted unreasonably small capital; or



•

intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature; or



•

intended to hinder, delay or defraud creditors.

        In addition, any payment by that guarantor pursuant to its guarantee could be voided and required to be returned to the guarantor, or to a fund for the benefit of the creditors of the guarantor.

        The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

•

the sum of its debts, including contingent liabilities, was greater than the then fair saleable value of all of its assets; or



•

if the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or



•

it could not pay its debts as they become due.

        On the basis of historical financial information, recent operating history and other factors, we believe that each guarantor, after giving effect to its guarantee of these notes, will not be insolvent, will not have unreasonably small capital for the business in which it is engaged and will not have incurred debts beyond its ability to pay such debts as they mature. We cannot assure you, however, as to what standard a court would apply in making these determinations or that a court would agree with our conclusions in this regard.

An active trading market may not develop for the notes.

        The notes are new issues of securities for which there are currently no established trading markets. Although the notes are eligible for trading in the PORTAL Market, we do not intend to have the notes or the exchange notes listed on a national securities exchange. In addition, although the initial purchasers of the notes have advised us that they currently intend to make a market in the notes, and the exchange notes, they are not obligated to do so and may discontinue market-making activities at any time without notice. While the notes have been accepted for trading in the PORTAL Market, there can be no assurance that an active trading market for the notes will develop on the PORTAL Market or elsewhere. If an active market does not develop or is not maintained, the market price and liquidity of the notes may be adversely affected. We cannot assure you as to the liquidity of the market for the notes or the prices at which you may be able to sell the notes.

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Risks Related to the Industry

We depend upon the availability and popularity of motion pictures.

        A significant disruption in the production of motion pictures, a lack of motion pictures or poor performance of motion pictures could adversely affect our business and operating results. Moreover, our revenues are dependent upon the timing of motion picture releases by distributors. The most marketable motion pictures are usually released during the summer and the year-end holiday seasons. Therefore, our business is generally seasonal, with higher attendance and revenues generally occurring during the summer months and holiday seasons, and our results of operations will vary from period to period based upon the quantity and quality of the motion pictures that we show in our theatres.

We have no control over distributors of the films and our business may be adversely affected if our access to motion pictures is limited or delayed.

        We rely on distributors of motion pictures, over whom we have no control, for the films that we exhibit. Our business may be adversely affected if our access to motion pictures is limited or delayed because of a deterioration in our relationships with one or more distributors or for some other reason. To the extent that we are unable to license a popular film for exhibition in our theatres, our operating results may be adversely affected.

Film license fees are our largest operating expense, and our financial results are maternally affected by distributors' pricing strategies, over which we have no control.

        Film license fees are our largest operating expense. We must negotiate license fees on a film-by-film, theatre-by-theatre basis. Due to regulatory considerations, we cannot enter into long-term arrangements with distributors to ensure access to product and to set our film costs. Our results are materially affected by distributors' pricing strategies over which we have no control, and the oversupply of screens in the industry has enabled distributors to be more aggressive on pricing in recent periods. This has affected and may continue to affect the performance of some of our theatres.

We are subject to sometimes intense competition.

        Our theatres are subject to varying degrees of competition in the geographic areas in which we operate. Competitors may be national circuits, regional circuits or smaller independent exhibitors. Competition among theatre exhibition companies is often intense with respect to the following factors:

•

Attracting patrons. The competition for patrons is dependent upon factors such as the availability of popular motion pictures, the location and number of theatres and screens in a market, the comfort and quality of the theatres and pricing. Many of our competitors have sought to increase the number of screens that they operate. Competitors have built or may be planning to build theatres in certain areas where we operate, which could result in excess capacity and increased competition for patrons.



•

Licensing motion pictures. We believe that the principal competitive factors with respect to film licensing include licensing terms, number of seats and screens available for a particular picture, revenue potential and the location and condition of an exhibitor's theatres.



•

Low barriers to entry. We must compete with exhibitors and others in our efforts to locate and acquire attractive sites for our theatres. In areas where real estate is readily available, there are few barriers to entry that prevent a competing exhibitor from opening a theatre near one of our theatres.

        The theatrical exhibition industry also faces competition from other forms of out-of-home entertainment, such as concerts, amusement parks and sporting events and from other distribution channels for filmed entertainment, such as cable television, pay per view and home video systems.

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An industry-wide oversupply of screens has affected and may continue to affect the performance of some of our theatres.

        In recent years, theatrical exhibition companies have emphasized the development of large megaplexes, some of which have as many as 30 screens in a single theatre. The industry-wide strategy of aggressively building megaplexes generated significant competition and rendered many older, multiplex theatres obsolete more rapidly than expected. Many of these theatres are under long-term lease commitments that make closing them financially burdensome, and some companies have elected to continue operating them notwithstanding their lack of profitability. In other instances, because theatres are typically limited use design facilities, or for other reasons, landlords have been willing to make rent concessions to keep them open. In recent years many older theatres that had closed are being reopened by small theatre operators and in some instances by sole proprietors that are able to negotiate significant rent and other concessions from landlords. As a result, there is an oversupply of screens in the North American exhibition industry. This has affected and may continue to affect the performance of some of our theatres.

General political, social and economic conditions can reduce our attendance.

        Our success depends on general political, social and economic conditions and the willingness of consumers to spend money at movie theatres. If going to motion pictures becomes less popular or consumers spend less on concessions, which accounted for 26% of our revenues in fiscal 2004, our operations could be adversely affected. In addition, our operations could be adversely affected if consumers' discretionary income falls as a result of an economic downturn. Political events, such as terrorist attacks, could cause people to avoid our theatres or other public places where large crowds are in attendance.

Industry-wide conversion to electronic-based media may increase our costs.

        The industry is in the early stages of conversion from film-based media to electronic-based media. There are a variety of constituencies associated with this anticipated change that may significantly impact industry participants, including content providers, distributors, equipment providers and venue operators. Should the conversion process rapidly accelerate, there can be no assurance that we will have access to adequate capital to finance the conversion costs associated with this potential change. Furthermore, it is impossible to accurately predict how the roles and allocation of costs between various industry participants will change if the industry changes from physical media to electronic media.

The theatre exhibition industry is subject to regulatory restraints, and we cannot assure ourselves of a supply of motion pictures by entering into long-term arrangements with major distributors.

        The distribution of motion pictures is in large part regulated by federal and state antitrust laws and has been the subject of numerous antitrust cases. The consent decrees resulting from those cases, to which we were not a party, bind certain major motion picture distributors and require the films of such distributors to be offered and licensed to exhibitors, including us, on a film-by-film and theatre-by-theatre basis. Consequently, we cannot assure ourselves of a supply of motion pictures by entering into long-term arrangements with major distributors, but must compete for our licenses on a film-by-film and theatre-by-theatre basis. See "Business—Film Licensing."

Risks Related to our Business

Acquiring existing circuits and theatres may require additional financing, and we cannot be certain that we will be able to obtain new financing on favorable terms, or at all.

        Our gross capital expenditures aggregated $95.0 million in fiscal year 2004. We estimate that our gross capital expenditures will aggregate approximately $111.0 million in fiscal year 2005. We may have

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to seek additional financing or issue additional shares of common or preferred stock to fully implement our growth strategy. We cannot be certain that we will be able to obtain new financing on favorable terms, or at all. In addition, covenants under our existing indebtedness limit our ability to incur additional indebtedness, and the performance of any additional theatres may not be sufficient to service the related indebtedness that we are permitted to incur.

We face significant competition when trying to acquire theaters, and we may not be able to acquire theatres on terms favorable to us.

        We anticipate significant competition from other exhibition companies and financial buyers when trying to acquire theatres, and there can be no assurance that we will be able to acquire such theatres at reasonable prices or on favorable terms. Moreover, some of these possible buyers may be stronger financially than we are. As a result of the foregoing, we may not succeed in acquiring theatres or may have to pay more than we would prefer to make an acquisition.

We may not generate sufficient cash flow from our theatre acquisitions to service our indebtedness.

        In any acquisition, we expect to benefit from cost savings through, for example, the reduction of overhead and theatre level costs, and from revenue enhancements resulting from the acquisition. However, there can be no assurance that we will be able to generate sufficient cash flow from these acquisitions to service any indebtedness incurred to finance such acquisitions or realize any other anticipated benefits. Nor can there be any assurance that our profitability will be improved by any one or more acquisitions. Any acquisition may involve operating risks, such as:

•

the difficulty of assimilating and integrating the acquired operations and personnel into our current business;



•

the potential disruption of our ongoing business;



•

the diversion of management's attention and other resources;



•

the possible inability of management to maintain uniform standards, controls, procedures and policies;



•

the risks of entering markets in which we have little or no experience;



•

the potential impairment of relationships with employees;



•

the possibility that any liabilities we may incur or assume may prove to be more burdensome than anticipated; and



•

the possibility that the acquired theatres do not perform as expected.

Expansion through new construction is subject to delay and unanticipated costs.

        The availability of attractive site locations is subject to various factors that are beyond our control. These factors include:

•

local conditions, such as scarcity of space or increase in demand for real estate, demographic changes and changes in zoning and tax laws; and



•

competition for site locations from both theatre companies and other businesses.

        In addition, we typically require 18 to 24 months in North America, and at least 32 months elsewhere, from the time we identify a site to the opening of the theatre. We may also experience cost overruns from delays or other unanticipated costs. Furthermore, these new sites may not perform to our expectations.

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We have had significant financial losses in recent years.

        We have reported net losses in each of the last seven fiscal years. Our cumulative net losses for the period were approximately $256.3 million. If we continue to experience such losses, we may be unable to meet our payment obligations while attempting to expand our circuit and withstand competitive pressures or adverse economic conditions. Further, approximately $64.8 million, or 7%, of our statutory surplus results from deferred tax assets which are based on net operating loss carry-forwards and other items. We must generate at least approximately $180.0 million in future taxable income to realize these deferred tax assets. If we determine that it is more likely that we will not realize the benefit of these assets, we must create an appropriate valuation allowance, which would reduce our statutory surplus. In such circumstances, our business, financial condition and results of operations could be adversely affected.

We may suffer future impairment losses and lease termination charges.

        The opening of large megaplexes by us and certain of our competitors has drawn audiences away from some of our older, multiplex theatres. In addition, demographic changes and competitive pressures have caused some of our theatres to become unprofitable. As a result, we may have to close certain theatres or recognize impairment losses related to the decrease in value of particular theatres. We review long-lived assets, including intangibles, for impairment as part of our annual budgeting process and whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. See "notes to our consolidated financial statements for the fiscal year ended April 1, 2004—Note 1—The Company and Significant Accounting Policies—Impairment of Long-lived Assets" included elsewhere in this prospectus. We recognized non-cash impairment losses in 1996 and in each fiscal year thereafter. Our impairment losses from continuing operations over this period aggregated $171.3 million. Beginning fiscal 1999 through April 1, 2004, we also incurred lease termination charges aggregating $55.3 million on older theatres that we disposed of or closed. Deterioration in the performance of our theatres could require us to recognize additional impairment losses and close additional theatres.

Our international and Canadian operations are subject to fluctuating currency values.

        We operate megaplexes in Canada, China (Hong Kong), Japan, France, Portugal, Spain and the United Kingdom. During fiscal 2004, revenues from our theatre operations outside the United States accounted for 9.5% of our total revenues. As a result of our international operations, we have risks from fluctuating currency values. As of December 30, 2004, a 10.0% fluctuation in the value of the United States dollar against all foreign currencies of countries where we currently operate theatres would either increase or decrease loss before income taxes and accumulated other comprehensive loss by approximately $1.7 million and $18.2 million, respectively. We do not currently hedge against foreign currency exchange rate risk.

Attendance levels at our international theatres depend on the market for local language films, and we sometimes have been unable to obtain the films we want for our theatres in certain foreign markets.

        Consumers in international markets may be less inclined to spend their leisure time attending movies than consumers in North America. In addition, there is generally a smaller market for local language films, and the overall supply of these films may not be adequate to generate a sufficient attendance level at our international theatres. As a result of such factors, attendance levels at some of our foreign theatres may not be sufficient to permit us to operate them on a positive cash flow basis. In addition, because of existing relationships between distributors and other theatre owners, we sometimes have been unable to obtain the films we want for our theatres in certain foreign markets.

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Our international theatres are subject to local industry structure and regulatory and trade practices, which may adversely affect our ability to operate at a profit.

        Risks unique to local markets include:

•

unexpected changes in tariffs and other trade barriers;



•

changes in foreign government regulations;



•

inflation;



•

price, wage and exchange controls;



•

reduced protection for intellectual property rights in some countries;



•

licensing requirements;



•

potential adverse tax consequences; and



•

uncertain political and economic environments.

        Such risks may limit or disrupt motion picture exhibition and markets, restrict the movement of funds or result in the deprivation of contract rights or the taking of property by nationalization or appropriation without fair compensation and may adversely affect our ability to expand internationally.

We must comply with the ADA, which could entail significant cost.

        Our theatres must comply with Title III of the Americans with Disabilities Act of 1990, or ADA. Compliance with the ADA requires that public accommodations "reasonably accommodate" individuals with disabilities and that new construction or alterations made to "commercial facilities" conform to accessibility guidelines unless "structurally impracticable" for new construction or technically infeasible for alterations. Non-compliance with the ADA could result in the imposition of injunctive relief, fines, an award of damages to private litigants or additional capital expenditures to remedy such noncompliance. See "Business—Legal Proceedings—United States of America v. AMC Entertainment Inc. and American Multi-Cinema, Inc."

We are party to significant litigation.

        We are subject to a number of legal proceedings and claims that arise in the ordinary course of our business. On November 3, 2003, Jose Vargas and Maria Victoria Vargas as beneficiaries of Jose Vargas, Jr. filed a wrongful death action seeking damages related to the death of their minor son. The plaintiffs are seeking unspecified damages on a variety of legal theories.

        On January 29, 1999 the Department of Justice (the "Department") filed suit alleging that our stadium-style theatres violate the ADA and related regulations. The Department alleges that we have failed to provide persons in wheelchairs seating arrangements with lines of sight comparable to the general public. The Department alleges various non-line of sight violations, as well. The Department seeks declaratory and injunctive relief regarding existing and future theatres with stadium-style seating, compensatory damages in the approximate amount of $75,000 and a civil penalty of $110,000. On November 20, 2002, the trial court entered summary judgment in favor of the Department on the line of sight aspects of the case. We filed a request for interlocutory appeal, and the trial court denied our request but postponed any further line of sight proceedings pending the Ninth Circuit Court of Appeals' ruling in a case with similar facts and issues, Oregon Paralyzed Veterans of America v. Regal Cinemas, Inc. On June 28, 2004, the Supreme Court denied certiorari in the Regal case. Accordingly, we have begun settlement discussions with the Department, and the trial court in our case has scheduled a status conference for May 16, 2005.

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        On January 21, 2003, the trial court entered summary judgment in favor of the Department on non-line of sight aspects of the case, which involve such matters as parking areas, signage, ramps, location of toilets, counter heights, ramp slopes, companion seating and the location and size of handrails. In its non-line of sight decision, the trial court concluded that we have violated numerous sections of the ADA and engaged in a pattern and practice of violating the ADA.

        On December 5, 2003 the U.S. District Court for the Central District of California entered a consent order and final judgment on non-line of sight issues under which we agreed to remedy certain violations at twelve of our stadium-style theatres and to survey and make required betterments for our patrons with disabilities at 101 stadium-style theatres and at certain theatres we may open or acquire in the future. We estimate that the cost of these betterments will be $21.0 million, which is expected to be incurred over the term of the consent order of five years. The estimate is based on the improvements at the twelve theatres surveyed by The Department. The actual cost of betterments may vary based on the results of surveys of the remaining theatres.

        We received a letter dated January 12, 2005 from the Civil Rights Bureau of the Attorney General of the State of New York regarding their investigation into the accessibility of first run movie theatres to persons with hearing or visual impairments. The Civil Rights Bureau wants to assure the existence of auxiliary aids and services for AMCE patrons with hearing or visual impairments. We have four theatres in the state of New York affected by this investigation.

        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 Management and certain entities affiliated with Apollo as defendants and the other naming AMCE, AMCE's directors, Apollo Management and Holdings 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.

        In both the Delaware action and the Missouri action, the plaintiffs generally allege that the individual defendants breached their fiduciary duties by agreeing to the Merger, that the transaction is unfair to the minority stockholders of AMCE, that the merger consideration is inadequate and that the defendants pursued their own interests at the expense of the stockholders. The lawsuits seek, among other things, to recover unspecified damages and costs and to enjoin or rescind the Merger and related transactions.

        On November 23, 2004, the parties in this litigation entered into a Memorandum of Understanding providing for the settlement of both the Missouri action and the Delaware action. Pursuant to the terms of the memorandum of understanding, the parties agreed, among other things, that: (i) Holdings 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 (which it did), (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 (which it did) and (iii) AMCE would pay, on behalf of the defendants, fees and expenses of plaintiffs' counsel in the amount of $1.7 million (which such amounts AMCE believes are covered by its existing directors and officers insurance policy). In reaching this settlement, AMCE confirmed to the plaintiffs that Lazard and Goldman Sachs had each been provided with the financial information included in AMCE's earnings press release, issued on the same date as the announcement of the merger agreement. The Memorandum of Understanding also provides 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.

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        On September 26, 2003, Conrad Grant filed suit in Orange County California Superior Court as a purported class action on behalf of himself and other current and former "senior managers," "salary operations managers" and persons holding similar positions who claim that they were improperly classified by the Company as exempt employees over the prior four years. On April 28, 2004, William Baer and additional plaintiffs filed a related case in Orange County California Superior Court. On December 9, 2004, the Baer Court denied plaintiffs' motion for class certification, and on January 7, 2005, the Grant Court granted AMCE's motion to strike the class allegations. In both the Baer and Grant proceedings, individual wage and hour claims against the Company remain to be litigated.

        On February 15, 2005, Ernesto Galindo, a former employee, filed a purported class action suit in the Los Angeles County California Superior Court on behalf of all current and former non-exempt hourly workers in the State of California who allegedly did not receive statutory meal or rest breaks. Plaintiffs seek back wages, penalties and other unspecified damages.

        In addition, we are the plaintiff in a number of material lawsuits in which we seek the recovery of substantial payments for defective fireproofing materials at 23 theatres. We currently estimate our claim for repair costs at these theatres will aggregate approximately $34.6 million, of which we have expended approximately $25.3 million through fiscal 2005. The remainder is for projected costs of repairs yet to be performed. We also are seeking additional damages for lost profits, interest and legal and other expenses incurred.

        Certain parties to a related suit in Missouri have filed counterclaims against us, including Ammon Painting Company, Inc. which asserts claims to recover monies for services provided in an amount not specified in the pleadings but which it has expressed in discovery to aggregate to approximately $950,000. We currently estimate that our claim against Ammon is for approximately $6.0 million. Based on presently available information, we do not believe such matters will have a material adverse effect on our results of operations, financial condition or liquidity. During the fifty-two weeks ended April 1, 2004 we received settlement payments of $925,000 related to two theatres from various parties in connection with this matter. On May 18, 2004, we received additional settlement payments of $2,310,000 from various parties in connection with this matter. Also subsequent to December 30, 2004, we signed settlement agreements for $600,000 related to three theatres.

        For a more detailed description of our legal proceedings, see "Business—Legal Proceedings."

We may be subject to liability under environmental laws and regulations.

        We own and operate facilities throughout the United States and in several foreign countries and are subject to the environmental laws and regulations of those jurisdictions, particularly laws governing the cleanup of hazardous materials and the management of properties. We might in the future be required to participate in the cleanup of a property that we own or lease, or at which we have been alleged to have disposed of hazardous materials from one of our facilities. In certain circumstances, we might be solely responsible for any such liability under environmental laws, and such claims could be material.

Our loss of key management personnel or our inability to hire and retain skilled employees at our theatres could adversely affect our business.

        Our success is dependent in part on the efforts of key members of our management team. The loss of their services could materially adversely affect our business, financial condition, results of operations or prospects. We do not currently maintain key person life insurance on any of our key management. In addition, competition for skilled professionals is intense. The loss of any of these professionals or the inability to recruit these individuals in our markets could adversely affect our ability to operate our business efficiently and profitably and could harm our ability to maintain our desired levels of service.

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We are controlled by the Sponsors, whose interests may not be aligned with yours.

        The Sponsors control Holdings, which owns 100% of the Company. Upon consummation of the Merger, Holdings, through Marquee, acquired the Company and the Sponsors have the power to control our affairs and policies. The Sponsors also control the election of directors, the appointment of management, the entering into of mergers, sales of substantially all of our assets and other extraordinary transactions. The directors elected by the Sponsors have the authority, subject to the terms of our debt, to issue additional stock, implement stock repurchase programs, declare dividends and make other decisions. The interests of the Sponsors could conflict with your interests. For example, the Sponsors could cause us to make acquisitions that increase the amount of our indebtedness or sell revenue-generating assets. Additionally, the Sponsors are in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us. The Sponsors may also pursue acquisition opportunities that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us. So long as the Sponsors continue to own a significant amount of the outstanding shares of our common stock, they will continue to be able to strongly influence or effectively control our decisions.

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THE EXCHANGE OFFER

Purpose of the Exchange Offer

        When we sold the original notes on August 18, 2004, we entered into registration rights agreements with the initial purchasers of those original notes. Under the registration rights agreements, we agreed to file a registration statement regarding the exchange of the original notes for notes of the same series that are registered under the Securities Act. We also agreed to use commercially reasonable efforts to cause the registration statement to become effective with the SEC and to conduct this exchange offer after the registration statement is declared effective. The registration rights agreements provide that we will be required to pay additional cash interest to the holders of the original notes if

•

the registration statement was not filed within 90 days of the consummation of the Merger;



•

the registration statement is not declared effective within 180 days of the consummation of the Merger; or



•

the exchange offer has not been consummated within 45 days of such registration statement being declared effective.

The exchange offer is not being made to holders of original notes in any jurisdiction in which the exchange would not comply with the securities or blue sky laws of such jurisdiction. A copy of the registration rights agreement is filed as an exhibit to the registration statement of which this prospectus is a part.

Terms of the Exchange Offer

        Upon the terms and conditions described in this prospectus, we will accept for exchange original notes that are properly tendered on or before the expiration date and not withdrawn as permitted below. As used in this prospectus, the term "expiration date" means 5:00 p.m., New York City time, on June 16, 2005. However, if we, in our reasonable discretion, have extended the period of time for which the exchange offer is open, the term "expiration date" means the latest time and date to which we extend the exchange offer.

        As of the date of this prospectus, $250,000,000 aggregate principal amount of the 8⁵/8% Senior Notes due 2012 and $205,000,000 aggregate principal amount of the Senior Floating Rate Notes due 2010 are outstanding. This prospectus is first being sent on or about May 16, 2005 to all holders of original notes known to us. Our obligation to accept original notes for exchange in the exchange offer is subject to the conditions described below under "Conditions to the Exchange Offer." We reserve the right to extend the period of time during which the exchange offer is open. We would then delay acceptance for exchange of any original notes by giving oral or written notice of an extension to the holders of original notes as described below. During any extension period, all original notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by us. Any original notes not accepted for exchange will be returned to the tendering holder promptly after the expiration or termination of the exchange offer.

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        Original notes tendered in the exchange offer must be in denominations of principal amount of $1,000 and any integral multiple of $1,000. The CUSIP and other clearing reference numbers for the original notes are:

Original 8⁵/8% Senior Notes due 2012

Original Senior Floating Rate Notes due 2010

        We reserve the right to amend or terminate the exchange offer, and not to accept for exchange any original notes not previously accepted for exchange, upon the occurrence of any of the conditions of the exchange offer specified below under "Conditions to the Exchange Offer." We will give oral or written notice of any extension, amendment, non-acceptance or termination to the holders of the original notes as promptly as practicable. If we materially change the terms of the exchange offer, we will resolicit tenders of the original notes, file a post-effective amendment to the prospectus and provide notice to the noteholders. If the change is made less than five business days before the expiration of the exchange offer, we will extend the offer so that the noteholders have at least five business days to tender or withdraw. We will notify you of any extension by means of a press release or other public announcement no later than 9:00 a.m., New York City time on the next business day after the expiration date.

        Our acceptance of the tender of original notes by a tendering holder will form a binding agreement upon the terms and subject to the conditions provided in this prospectus.

Procedures for Tendering

        Except as described below, a tendering holder must, on or prior to the expiration date transmit an agent's message to the exchange agent at the address listed below under the heading "Exchange Agent." In addition, the exchange agent must receive, on or before the expiration date, a timely confirmation of book-entry transfer of the original notes into the exchange agent's account at The Depository Trust Company, or DTC, along with an agent's message.

        The term "agent's message" means a message, transmitted to DTC and received by the exchange agent and forming a part of a book-entry transfer.

        If you are a beneficial owner whose original notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and wish to tender, you should promptly instruct the registered holder to tender on your behalf. Any registered holder that is a participant in DTC's book-entry transfer facility system may make book-entry delivery of the original notes by causing DTC to transfer the original notes into the exchange agent's account.

        We will determine in our reasonable discretion all questions as to the validity, form and eligibility of original notes tendered for exchange. This reasonable discretion extends to the determination of all questions concerning the timing of receipts and acceptance of tenders. These determinations will be final and binding.

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        We reserve the right to reject any particular original note not properly tendered or any which acceptance might, in our judgment or our counsel's judgment, be unlawful. We also reserve the absolute right to waive any defects or irregularities or conditions of the exchange offer as to any particular original note either before or after the expiration date, including the right to waive the ineligibility of any tendering holder, except that we will not waive any condition of the exchange offer with respect to an individual holder unless we waive that condition with respect to all holders. Our interpretation of the terms and conditions of the exchange offer as to any particular original note either before or after the expiration date shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of original notes must be cured within a reasonable period of time. Neither we, the exchange agent nor any other person will be under any duty to give notification of any defect or irregularity in any tender of original notes. Nor will we, the exchange agent or any other person incur any liability for failing to give notification of any defect or irregularity.

        By tendering, each holder will be deemed to have represented to us that, among other things,

•

the exchange notes are being acquired in the ordinary course of business of the person receiving the exchange notes, whether or not that person is the holder; and



•

neither the holder nor the other person has any arrangement or understanding with any person to participate in the distribution of the exchange notes.

        In the case of a holder that is not a broker-dealer, that holder, by tendering, will also represent to us that the holder is not engaged in and does not intend to engage in a distribution of the exchange notes. If any holder or other person is an "affiliate" of ours, as defined under Rule 405 of the Securities Act, or is engaged in, or intends to engage in, or has an arrangement or understanding with any person to participate in, a distribution of the exchange notes, that holder or other person cannot rely on the applicable interpretations of the staff of the SEC, may not tender its original notes in the exchange offer and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

        Each broker-dealer that receives exchange notes for its own account in exchange for original notes, where the original notes were acquired by it as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus that meets the requirements of the Securities Act in connection with any resale of the exchange notes. By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. See "Plan of Distribution."

        By delivering an agent's message, a beneficial owner or holder will be deemed to have irrevocably appointed the exchange agent as its agent and attorney-in-fact (with full knowledge that the exchange agent is also acting as an agent for us in connection with the exchange offer) with respect to the original notes, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with in interest subject only to the right of withdrawal described in this prospectus), to receive for our account all benefits and otherwise exercise all rights of beneficial ownership of such original notes, in accordance with the terms and conditions of the exchange offer.

        Each beneficial owner or holder will also be deemed to have represented and warranted to us that it has authority to tender, exchange, sell, assign and transfer the original notes it tenders and that, when the same are accepted for exchange, we will acquire good, marketable and unencumbered title to such original notes, free and clear of all liens, restrictions, charges and encumbrances, and that the original notes tendered are not subject to any adverse claims or proxies. Each beneficial owner and holder, by tendering its original notes, also agrees that it will comply with its obligations under the registration rights agreement.

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Acceptance of Original Notes for Exchange; Delivery of Exchange Notes

        Upon satisfaction or waiver of all of the conditions to the exchange offer, we will accept, promptly after the expiration date, all original notes properly tendered. We will issue the exchange notes promptly after the expiration of the exchange offer. See "Conditions to the Exchange Offer" below. For purposes of the exchange offer, we will be deemed to have accepted properly tendered original notes for exchange when, as and if we have given oral or written notice to the exchange agent, with prompt written confirmation of any oral notice.

        For each original note accepted for exchange, the holder of the original note will receive an exchange note of the same series as and having a principal amount equal to that of the surrendered original note. The exchange notes will bear interest from the most recent date to which interest has been paid on the original notes. Accordingly, registered holders of exchange notes on the relevant record date for the first interest payment date following the completion of the exchange offer will receive interest accruing from the most recent date to which interest has been paid on the original notes. Original notes accepted for exchange will cease to accrue interest from and after the date of completion of the exchange offer. Holders of original notes whose original notes are accepted for exchange will not receive any payment for accrued interest on the original notes otherwise payable on any interest payment date the record date for which occurs on or after completion of the exchange offer and will be deemed to have waived their rights to receive the accrued interest on the original notes.

        In all cases, issuance of exchange notes for original notes will be made only after timely receipt by the exchange agent of a timely book-entry confirmation of the original notes into the exchange agent's account at DTC.

        The non-exchanged original notes will be credited to an account maintained with DTC promptly after the expiration or termination of the exchange offer.

Book-Entry Transfer

        The exchange agent will make a request to establish an account for the original notes at DTC for purposes of the exchange offer within two business days after the date of this prospectus. Any financial institution that is a participant in DTC's systems must make book-entry delivery of original notes by causing DTC to transfer those original notes into the exchange agent's account at DTC in accordance with DTC's procedure for transfer. This participant should transmit its acceptance to DTC on or prior to the expiration date. DTC will verify this acceptance, execute a book-entry transfer of the tendered original notes into the exchange agent's account at DTC and then send to the exchange agent confirmation of this book-entry transfer. The transmission of the notes and agent's message to DTC and delivery by DTC to and receipt by the exchange agent of the related agent's message will be deemed to be a valid tender.

Withdrawal Rights

        Tenders of original notes may be withdrawn at any time before 5:00 p.m., New York City time, on the expiration date.

        For a withdrawal of a tender of notes to be effective, the exchange agent must receive a valid withdrawal request through the Automated Tender Offer Program system from the tendering DTC participant before the expiration date. Any such request for withdrawal must include the VOI number of the tender to be withdrawn and the name of the ultimate beneficial owner of the related notes in order that such notes may be withdrawn. Properly withdrawn original notes may be re-tendered by following the procedures described under "Procedures for Tendering" above at any time on or before 5:00 p.m., New York City time, on the expiration date.

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        We will determine all questions as to the validity, form and eligibility, including time of receipt, of notices of withdrawal. Any original notes so withdrawn will be deemed not to have been validly tendered for exchange. No exchange notes will be issued unless the original notes so withdrawn are validly retendered.

Conditions to the Exchange Offer

        Notwithstanding any other provision of the exchange offer, we will not be required to accept for exchange, or to issue exchange notes in exchange for, any original notes of the same series, and may terminate or amend the exchange offer, if at any time before the expiration date, any of the following events occurs:

•

there is threatened, instituted or pending any action or proceeding before, or any injunction, order or decree issued by, any court or governmental agency or other governmental regulatory or administrative agency or commission: (1) seeking to restrain or prohibit the making or completion of the exchange offer or any other transaction contemplated by the exchange offer, or assessing or seeking any damages as a result of this transaction; (2) resulting in a material delay in our ability to accept for exchange or exchange some or all of the original notes in the exchange offer; or (3) any statute, rule, regulation, order or injunction has been sought, proposed, introduced, enacted, promulgated or deemed applicable to the exchange offer or any of the transactions contemplated by the exchange offer by any governmental authority, domestic or foreign; or



•

any action has been taken, proposed or threatened, by any governmental authority, domestic or foreign, that directly or indirectly results or would reasonably be expected to result in any of the consequences referred to in clauses (1), (2) or (3) above or results or would reasonably be expected to result in the holders of exchange notes having obligations with respect to resales and transfers of exchange notes which are greater than those described in the interpretation of the SEC referred to above, or would otherwise make it inadvisable to proceed with the exchange offer; or



•

any of the following has occurred: (1) any general suspension of or general limitation on prices for, or trading in, securities on any national securities exchange or in the over-the-counter market; or (2) any limitation by a governmental authority, which adversely affects our ability to complete the transactions contemplated by the exchange offer; or (3) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or any limitation by any governmental agency or authority which adversely affects the extension of credit; or (4) a commencement of a war, armed hostilities or other similar international calamity directly or indirectly involving the United States, or, in the case of any of the preceding events existing at the time of the commencement of the exchange offer, a material acceleration or worsening of these calamities; or



•

any change, or any development involving a prospective change, in each case, which is not within our direct or indirect control, has occurred or been threatened in our business, financial condition, operations or prospects and those of our subsidiaries taken as a whole that is or may be adverse to us, which would make it inadvisable to proceed with the exchange offer and/or with such acceptance for exchange or with such exchange.

        The non-occurrence of each of the preceding events is a condition to this exchange offer. We expressly reserve the right to amend or terminate this exchange offer upon the occurrence of any of these events. These conditions to the exchange offer are for our sole benefit and we may assert them regardless of the circumstances giving rise to any of these conditions, or we may waive them in whole or in part in our reasonable discretion. If we do so, this exchange offer will remain open for at least three (3) business days following any waiver of the preceding conditions and, if we determine that any

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waiver constitutes a material change to the terms of this exchange offer, this exchange offer will remain open for at least five (5) business days following any such waiver. Our failure at any time to exercise the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which we may assert at any time and from time to time, except that all conditions to this exchange offer must be satisfied or waived by us prior to the expiration of this exchange offer. We will give oral or written notice or public announcement of any waiver by us of any condition and any related amendment, termination or extension of this exchange offer. In the case of any extension, such oral or written notice or public announcement will be issued no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date.

        In addition, we will not accept for exchange any original notes tendered, and no exchange notes will be issued in exchange for any original notes, if any stop order is threatened or in effect relating to the registration statement of which this prospectus constitutes a part or the qualification of the indentures under the Trust Indenture Act of 1939.

Exchange Agent

        We have appointed HSBC Bank USA, National Association as the exchange agent for the exchange offer. You should direct questions and requests for assistance or requests for additional copies of this prospectus to the exchange agent addressed as follows:

Delivery To:
HSBC Bank USA, National Association, Exchange Agent
By Mail, Overnight Courier or Hand Delivery:
HSBC Bank USA, National Association
One Hanson Place, Lower Level
Brooklyn, New York 11243
Attention: Paulette Shaw
By Facsimile Transmission: (718) 488-4488
Confirm by Telephone: (800) 662-9844

Fees and Expenses

        We will not make any payment to brokers, dealers, or others soliciting acceptances of the exchange offer. We will, however, pay the applicable exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses incurred in connection with these services. We will pay the cash expenses to be incurred in connection with the exchange offer. Such expenses include fees and expenses of the applicable exchange agent and trustee, accounting and legal fees and printing costs, among others.

        Solicitation of tenders may be made by telephone, facsimile or in person by our and our affiliates' officers and regular employees.

Reimbursement of Nominee of Forwarding Expenses

        Banks, brokerage firms, or other nominees holding the notes on your behalf will be reimbursed for reasonable expenses incurred in transmitting this document and all related materials with respect to this offer to their customers and account executives via First Class Mail and via Internet Email. Any such reimbursement will be made at levels consistent with those established by the New York Stock Exchange.

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Accounting Treatment

        We will not recognize any gain or loss for accounting purposes upon the consummation of this exchange offer. We will amortize the expense of this exchange offer over the term of the new notes in accordance with accounting principles generally accepted in the United States of America.

Transfer Taxes

        Holders who tender their original notes for exchange will not be obligated to pay any related transfer taxes, except that holders who instruct us to register exchange notes in the name of, or request that original notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer taxes.

Consequences of Exchanging or Failing to Exchange Original Notes

        Holders of original notes who do not exchange their original notes for exchange notes of the same series in the exchange offer will continue to be subject to the provisions in the relevant indenture regarding transfer and exchange of the original notes and the restrictions on transfer of the original notes as described in the legend on the original notes as a consequence of the issuance of the original notes under exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, the original notes may not be offered or sold, unless registered under the Securities Act, except under an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Under existing interpretations of the Securities Act by the SEC's staff contained in several no-action letters to third parties, and subject to the immediately following sentence, we believe that the exchange notes would generally be freely transferable by holders after the exchange offer without further registration under the Securities Act. However, any purchaser of exchange notes who is one of our "affiliates" (as defined in Rule 405 under the Securities Act) or who intends to participate in the exchange offer for the purpose of distributing the exchange notes:

•

will not be able to rely on the interpretation of the SEC's staff;



•

will not be entitled to participate in the exchange offer; and



•

must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the notes unless such sale or transfer is made pursuant to an exemption from such requirements. See "Plan of Distribution."

        We do not intend to seek our own interpretation regarding the exchange offer and there can be no assurance that the SEC's staff would make a similar determination with respect to the exchange notes as it has in other interpretations to other parties, although we have no reason to believe otherwise.

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USE OF PROCEEDS

        We will not receive any proceeds from the issuance of exchange notes in the exchange offer. In consideration for issuing the exchange notes, we will receive in exchange the original notes of like principal amount, the terms of which are identical in all material respects to the exchange notes. The original notes surrendered in exchange for exchange notes will be retired and canceled and cannot be reissued. Accordingly, issuance of the exchange notes will not result in any increase in our indebtedness. We have agreed to bear the expenses of the exchange offer. No underwriter is being used in connection with the exchange offer.

        We applied the gross proceeds from the offering of outstanding notes, existing cash balances and the proceeds from an equity contribution from Holdings, to finance the Merger and to pay related fees and expenses.

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CAPITALIZATION

        The following table sets forth our cash and cash equivalents and total capitalization (including short term debt) as of December 30, 2004 on an actual basis. You should read the following table in conjunction with and our consolidated financial statements and related notes thereto included elsewhere in this prospectus or incorporated herein by reference.

(1)

Includes $917 million of cash from new equity holders, which, at the time of the Merger was comprised of the following components:

The equity contributed to Marquee Holdings, Inc. was based on 769,350 shares sold to its shareholders for $1,000 per share. The net proceeds from Marquee Holdings Inc. 12% Senior Discount Notes due 2014 represent the gross proceeds from issuance on August 18, 2004, cash interest earnings on those proceeds held in escrow from August 18, 2004 through the date of the Merger on December 23, 2004 less underwriter fees paid upon consummation of the Merger on December 23, 2004. Marquee Holdings Inc. made cash payments to holders of AMCE options and

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deferred stock units and made related payroll tax payments in connection with the Merger. Marquee Holdings Inc. retained $1.8 million of cash on December 23, 2004.

(2)

The Merger constituted a "change of control" of our company under the 2011 Notes, which allows the holders of those notes to require us to repurchase their notes at 101% of their aggregate principal amount plus accrued and unpaid interest to the date of purchase. We commenced a change of control offer, which expired on February 10, 2005. A total of $1,663,000 aggregate principal amount of 2011 Notes were validly tendered and accepted for payment. On February 11, 2005, the Company accepted all validly tendered 2011 Notes and made a payment of $1,679,630, excluding accounts and unpaid interest.

(3)

As of December 30, 2004, we had no borrowings outstanding under our existing credit facility and had outstanding letters of credit of $12.8 million, resulting in an available balance of $62.2 million.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED AND CONSOLIDATING FINANCIAL INFORMATION

        We derived the following unaudited pro forma condensed consolidated and consolidating financial data by applying pro forma adjustments attributable to the Merger and related transactions and our contribution to National CineMedia, LLC ("NCM") to our historical consolidated and consolidating financial statements included elsewhere or incorporated by reference in this prospectus. The unaudited pro forma condensed consolidated and consolidating statement of operations data for the thirty-nine week period ended December 30, 2004 and the fiscal year ended April 1, 2004 gives effect to the Merger and related transactions and our contribution to NCM as if they had occurred on April 4, 2003. Marquee did not exist until July 16, 2004, and is therefore not included for the period ended April 1, 2004. The unaudited pro forma condensed consolidated and consolidating balance sheet gives effect to our contribution to NCM as if it had occurred on December 30, 2004. Marquee did not exist until July 16, 2004, and is therefore not included for the period ended April 1, 2004. The unaudited pro forma condensed consolidating statement of cash flows data for the thirty-nine week period ended December 30, 2004 and the fiscal year ended April 1, 2004 gives effect to the Merger and related transactions and our contribution to NCM as if they had occurred on April 4, 2003. We describe the assumptions underlying the pro forma adjustments in the accompanying notes, which should be read in conjunction with these unaudited pro forma condensed consolidated financial statements. The unaudited pro forma condensed consolidated and consolidating financial statements have been prepared giving effect to the Merger which is being treated as a purchase with Marquee as the accounting acquiror in accordance with Statement of Financial Accounting Standards ("SFAS") No. 141, "Business Combinations." The unaudited pro forma condensed consolidated and consolidating financial statements have been prepared giving effect to our contribution to NCM which is being treated as an investment in a corporate joint venture accounted for at historical cost following the equity method of accounting. Our allocation of purchase price was based on management's judgement after evaluating several factors, including actuarial estimates for pension liabilities, market prices of our indebtedness and a valuation assessment prepared by a valuation specialist.

        The pro forma adjustments related to debt issue costs, interest expense and purchase price are preliminary and based on information obtained to date and are subject to revision as additional information becomes available. We do not expect the final adjustments to differ materially from the preliminary amounts.

        The unaudited pro forma condensed consolidated and consolidating financial information is for illustrative and informational purpose only and should not be considered indicative of the results that would have been achieved had the Merger and related transactions and our contribution to NCM been consummated on the dates or for the periods indicated and do not purport to represent statement of operations data or other financial data as of any future date or any future period.

        The unaudited pro forma condensed consolidated and consolidating financial statements should be read in conjunction with the information contained in the consolidated financial statements and accompanying notes appearing elsewhere or incorporated by reference in this prospectus.

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AMC Entertainment Inc.

Condensed Consolidated Pro Forma Balance Sheet

As of December 30, 2004

(Dollars in Thousands)
(Unaudited)

See Notes to Unaudited Condensed Pro Forma Financial Statements

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AMC Entertainment Inc.

Condensed Consolidated Unaudited Pro Forma Statement of Operations

Thirty-nine Week Periods December 30, 2004

(dollars in thousands)