Prospectus

Filed pursuant to Rule 424(b)(3)
Registration File No. 333-85062

Offer to Exchange all Outstanding
9⁷/8% Senior Subordinated Notes due February 1, 2012
$175,000,000 principal amount outstanding for
9⁷/8% Exchange Senior Subordinated Notes due February 1, 2012 of

AMC Entertainment Inc.

        We offer to exchange up to $175,000,000 aggregate principal amount of our 9⁷/8% Exchange Senior Subordinated Notes due February 1, 2012, which are registered under the Securities Act of 1933, as amended, for an equal principal amount of our outstanding 9⁷/8% Senior Subordinated Notes due February 1, 2012 which were issued on January 16, 2002 in a private sale.

Terms of the Exchange Offer

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The exchange offer expires at 5:00 p.m., New York City time, on June 12, 2002, 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All initial notes that are validly tendered and not withdrawn will be exchanged for exchange notes.



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Initial notes may only be tendered in denominations of $1,000 and integral multiples thereof.



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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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The terms of the exchange notes are substantially identical to the terms of the initial notes, except that the exchange notes will not have any transfer restrictions or registration rights.



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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.

        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. The letter of transmittal states that 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. 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 7, 2002.

        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

(i)

WHERE YOU CAN FIND MORE INFORMATION ABOUT US

        We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. You can inspect and copy the registration statement on Form S-4 of which this prospectus is a part, as well as reports, proxy statements 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 Securities and Exchange Commission at 1-800-732-0330 for information regarding the operations of its Public Reference Room. The Securities and Exchange Commission also maintains a World Wide Web site at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants (including us) that file electronically.

        The Securities and Exchange Commission 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 or delivering them with this prospectus. The information incorporated by reference is an important part of this prospectus, and information that we file later with the Securities and Exchange Commission will automatically update and replace this information. We incorporate by reference the documents listed below and any future filings made by us with the Securities and Exchange Commission under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until we have sold all of the securities we have registered.

1.

Our annual report on Form 10-K for the fiscal year ended March 29, 2001, as amended.



2.

Our quarterly reports on Form 10-Q for the quarters ended June 28, 2001, September 27, 2001 and December 27, 2001, and our 10-Q/A for the quarter ended December 27, 2001.



3.

Our proxy statement for the annual meeting of stockholders filed on August 7, 2001.



4.

Our current report on Form 8-K filed April 20, 2001.



5.

Our current report on Form 8-K filed December 11, 2001.



6.

Our current report on Form 8-K filed December 19, 2001.



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Our current report on Form 8-K filed December 28, 2001.



8.

Our current report on Form 8-K filed January 3, 2002.



9.

Our current report on Form 8-K filed January 14, 2002.



10.

Our current report on Form 8-K filed January 30, 2002.



11.

Our current report on Form 8-K filed February 15, 2002.



12.

Our current report on Form 8-K filed March 7, 2002.



13.

Our current report on Form 8-K filed March 13, 2002.



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Our current report on Form 8-K filed March 14, 2002.



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Our current report on Form 8-K filed March 19, 2002.



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Our current report on Form 8-K filed March 27, 2002.



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Our current report on Form 8-K filed April 10, 2002.

        If you make a request for such information in writing or by telephone, 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: Craig R. Ramsey, Senior Vice President, Chief Financial Officer and Chief Accounting Officer, 920 Main Street, Kansas City, Missouri 64105, or by telephone at (816) 221-4000. You should allow five business days for the delivery of such information and if you request any such information you should do so by June 5, 2002.

        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.

(ii)

FORWARD-LOOKING STATEMENTS

        This prospectus includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical facts included in this prospectus, including, without limitation, statements under the captions "Summary," "Risk Factors," "Acquisition of GC Companies," "Use of Proceeds," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business," and located elsewhere 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 are disclosed under "Risk Factors" and elsewhere in this prospectus, including in conjunction with the forward-looking statements included in this prospectus. Readers are urged to consider these factors carefully in evaluating the forward-looking statements.

        The forward-looking statements included herein are made only as of the date of this prospectus and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances. All forward-looking statements contained in this prospectus are qualified by reference to this cautionary statement.

(iii)

SUMMARY

        The following summary highlights some of the information from this prospectus and does not contain all of the information that may be important to you. Before tendering your initial notes, you should read the entire prospectus carefully, including the section entitled "Risk Factors" and our consolidated financial statements and the related notes and the documents incorporated by reference in this prospectus.

        Unless otherwise indicated, references in this prospectus to "we," "us," "our," the "issuer", "AMC Entertainment" or "AMCE" refer to the combined business of AMC Entertainment Inc. and all of its subsidiaries. The term "AMC" refers to our subsidiary, American Multi-Cinema, Inc. The term "you" refers to an owner of the initial notes to whom the exchange offer is being made.

Who We Are

        We are one of the leading theatrical exhibition companies in the world, based on revenues. For the 52 weeks ended December 27, 2001, we had revenues of $1.3 billion and Adjusted EBITDA (as defined below under "Summary Financial and Operating Data") of $149.4 million. We also had a net loss for this period of $65.4 million. As of December 27, 2001, we operated 177 theatres with a total of 2,836 screens, with 92.5%, or 2,622, of our screens in North America, and 7.5%, or 214, of our screens in China (Hong Kong), Japan, France, Portugal, Spain and Sweden.

        Our revenues are generated primarily from box office admissions and theatre concession sales, which represented approximately 67% and 27%, respectively, of our revenues for the 52 weeks ended December 27, 2001. The balance of our revenues are generated from ancillary sources, including on-screen advertising, video games located in theatre lobbies and the rental of theatre auditoriums. We typically show initial release, or "first run," cinema motion pictures, which we license from distributors owned by major film production companies and independent distributors.

        As of December 27, 2001, on a pro forma basis after giving effect to our recent sale of the initial notes and the application of proceeds therefrom, our recent sale of 10.35 million shares of common stock and the application of the proceeds therefrom and our recent acquisition of GC Companies, we had $669.3 million of debt (excluding unused availability of $414.7 million under our credit facility), $57.7 million in capital financing lease obligations and $199.2 million in cash and equivalents.

        Key characteristics of our business that we believe differentiate us from and give us a competitive advantage over many other theatrical exhibition companies include our modern theatre circuit, our predominantly megaplex theatre format and our prime theatre locations.

        Modern Theatre Circuit.    We continually upgrade the quality of our theatre circuit by adding new screens through new builds, acquisitions and expansions and disposing of older screens through closures and sales. From April 1995 through December 27, 2001, we added 2,118 new screens, or approximately 75% of our total current screens as of December 27, 2001. During this period, we also disposed of 156 theatres with 941 screens.

        Megaplex Theatre Format.    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. We believe that the introduction of the megaplex has led to the current industry replacement cycle, which has accelerated the obsolescence of older, smaller theatres by setting new standards for moviegoers. As of December 27, 2001, approximately 71%, or 2,027, of our screens were located in megaplex theatres. As of December 27, 2001, our average number of screens per theatre was 16.0, which we believe was the highest among the major North American

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theatre exhibitors, compared with 5.4 for all North American theatrical exhibition companies, based upon the National Association of Theatre Owners 2001-02 Encyclopedia of Exhibition.

        Prime Theatre Locations.    Our theatres are generally located in large, urban markets near or within developments that include retail stores, restaurants and other activities that complement the movie-going experience. As of December 27, 2001, approximately 74% of our domestic screens were located in areas among the 25 largest "Designated Market Areas" or "DMAs" (television market areas as defined by Nielsen Media research).

Our Strategy

        Our strategic plan has three principal elements:

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maximizing the performance of our existing operations by focusing on the fundamentals of our business;



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growing and improving our theatre portfolio through strategic acquisitions, selective new builds and the continued disposition of older, underperforming theatres; and



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enhancing and extending our business and brands.

        Focus on Fundamentals.    We believe the fundamentals of our business include maximizing revenues and managing our overhead costs and capital expenditures. Since fiscal 1999, we have implemented key strategic 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 and 5.6% in fiscal 2001, which resulted in a per patron increase of greater than $1.00 over this period. Theatre revenues per patron increased 5.8% during the thirty-nine weeks ended December 27, 2001, compared to the same period in the prior year.



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General and administrative expenses decreased by approximately $20 million, from $52.3 million in fiscal 1999 to $32.5 million in fiscal 2001. We achieved this by centralizing our divisional operational structure and reducing our staffing above the theatre level by approximately 30%.



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We reduced our net capital expenditures from $261 million in fiscal 1999 to $110 million in fiscal 2001 and to $76 million in the 52 week period ended December 27, 2001, consistent with our objective of becoming free cash flow positive (which we define as net loss plus depreciation and amortization and impairment charges, less net capital expenditures).

        We continue to evaluate opportunities for further revenues, cost savings and cash flow improvements in these and other areas. We believe that our successful execution of these strategic initiatives is one of the reasons that we are one of the few major domestic theatrical exhibition companies that has not filed for bankruptcy in recent years.

        Strategic Acquisitions.    The megaplex format, which we introduced in the United States in 1995, began a replacement cycle for the industry. This industry-wide construction of megaplexes rendered many theatres obsolete and helped lead to the bankruptcy of twelve of our competitors since 1999. We believe that these bankruptcies and the curtailment of expansion that naturally occurs at the end of a replacement cycle has set the stage for the consolidation of our industry. We intend to actively evaluate strategic acquisition opportunities that complement our theatre portfolio in terms of asset quality and are consistent with our market development strategy.

        Selective New Builds.    As a pioneer of the megaplex theatre format and based upon the strength of our balance sheet, we believe that we will continue to have attractive site opportunities 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.

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We typically select new theatre sites on the basis of retail concentration, access to surface transportation and demographic trends. We have in-house real estate representatives who work with brokers to identify potential new sites, develop the economic profile of the sites and present the opportunities to senior management. As of December 27, 2001, we had six theatres with 109 screens under construction.

        Disposition of Theatres.    We believe that a major factor that has further differentiated us from our competitors and has contributed to our success in a restructuring industry environment 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 941 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. As of December 27, 2001, we had 24 multiplex theatres with 195 screens, or less than 7% of our total screens, that we have identified for closure over the next two to three years. These older theatres have been experiencing declining attendance due primarily to competition from newer megaplexes but, as a group, had positive operating cash flow for the 52 weeks ended December 27, 2001.

        Enhancing and Extending our Brands and Business.    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. Examples of this include:

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we provide on-screen advertising and lobby marketing to over 11,000 screens through our wholly owned subsidiary, National Cinema Network, Inc. ("NCN"), one of the nation's leading in-theatre marketing companies;



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we are currently installing a digital projection technology developed by NCN into several of our theatres. The Digital Theatre Distribution System™ streamlines the delivery of in-theatre advertising and is also suitable for alternative content;



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



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we are a funding partner and own approximately 27% of MovieTickets.com, an Internet ticketing venture representing over 6,000 screens, including our own.

The Industry

        Moviegoing has demonstrated steady growth, with the North American box office increasing by a 5.8% compound annual growth rate ("CAGR") over the last 30 years. Since the introduction of the megaplex theatre format in 1995, these positive growth trends have become more pronounced, with the box office growing by a 6.9% CAGR from 1995 to 2000. In 2001, according to The Hollywood Reporter, industry attendance was 1.5 billion, an increase of 5% over the prior year, and box office revenues were $8.4 billion, an increase of 9% over the prior year.

        As a result of the economic appeal of megaplex theatres and exhibitors' development of new megaplexes without a corresponding closing of older multiplexes, from 1995 to 1999, the North American indoor screen count grew by a CAGR of 7.8%, from 26,995 to 36,448 screens. However, attendance per screen declined during this period by a CAGR of 3.7%. We believe that this decline reflects the industry's excess screen capacity, in which older multiplexes or less competitively positioned theatres are being rendered obsolete by newer megaplexes, resulting in declining profitability.

        Since 1999, several of our major North American theatrical competitors have filed for bankruptcy protection as a result of this overcapacity of screens, among other reasons. Since that time, the industry's indoor screen capacity has declined to 35,597 in 2000 and, according to AC Nielsen EDI, Inc., industry screens are estimated to have declined further by approximately 500 during 2001.

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Acquisition of GC Companies

        On March 29, 2002, we acquired GC Companies, Inc. and its subsidiaries pursuant to a definitive stock purchase agreement, dated as of January 15, 2002, and a plan of reorganization respecting GC Companies and its Chapter 11 subsidiaries sponsored by us and approved by the bankruptcy court. See "Acquisition of GC Companies." GC Companies and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code on October 11, 2000.

        According to its Form 10-K for the fiscal year ended October 31, 2001 (which we refer to as the GC Companies' 2001 Form 10-K), as of October 31, 2001, GC Companies and its subsidiaries, as debtors-in-possession, operated 73 theatres with 677 screens in the United States, had a 50% interest in a joint venture which operated nine theatres with 87 screens in Argentina, six theatres with 50 screens in Chile, a theatre with 15 screens in Brazil and a joint venture with an eight-screen theatre in Uruguay, and owned a portfolio of venture capital investments in unrelated businesses. Upon consummation of our acquisition, GC Companies and its subsidiaries had 66 theatres with 621 screens in the United States and its interest in the South American joint venture. On the effective date of the plan of reorganization, all of the operating domestic theatre subsidiaries of GC Companies were merged into GC Companies and it was renamed AMC-GCT, Inc. Efforts are underway to re-brand the newly acquired U.S. complexes as AMC Theatres, and we expect the process to be completed by Memorial Day. We have no near-term plans for closing any of the former GC theatres prior to their lease expiration dates. GC Companies domestic screens are modern, with 60% located in theatres constructed since 1995. We believe that approximately 81% are located in areas among the 25 largest DMAs. We anticipate that GC Companies' theatre circuit will strengthen our market presence in key markets including Atlanta, Chicago, Dallas, Los Angeles, Philadelphia and Washington D.C. by positioning us as the first or second largest exhibitor in terms of box office revenues. Additionally, the acquisition will give us a presence in five of the 25 largest DMAs (Baltimore, Boston, Cleveland, Indianapolis and Minneapolis) in which we currently have no theatre presence.

        For the 52 weeks ended December 27, 2001, on a pro forma basis after giving effect to the offering of the initial notes, our common stock offering and the acquisition of GC Companies, we generated total revenues of $1.6 billion and pro forma Adjusted EBITDA of $183.8 million, not including an additional approximate $8.8 million of annual cost savings and $3.0 million of operating synergies that we believe may be achieved as we integrate GC Companies into our existing business, and a net loss of $72.7 million. We expect to realize these cost savings from reductions in general and administrative and related costs and from the elimination of redundant operations and offices. Although we believe these estimations and forward-looking statements are reasonable, we cannot assure you that we will be able to achieve these cost savings and operating synergies, and actual results may differ materially from our estimates. See "Summary Pro Forma Financial Data" and "Risk Factors—Risks Related to Our Business—Our growth strategy involves significant risks" and "—Risks Related to the Acquisition of GC Companies."

        Our purchase price for GC Companies of approximately $167 million (net of $6.5 million from the sale of GC Companies' portfolio of venture capital investments on the effective date) includes anticipated cash payments of $71.3 million, $72.9 million of our 9¹/2% senior subordinated notes due 2011 and $29.3 million of our common stock, or 2.4 million shares based on a price determined under the plan of $12.14 per share (the average closing price per share for the 15 trading days prior to the effective date of the plan). We used (or will use) available cash from our recent sales of senior subordinated notes and common stock for the cash payments under the plan of reorganization. To date, we have issued $72.9 million of our senior subordinated notes and 386,602 shares of our common stock and paid $47.7 million in cash to creditors of GC Companies.

        Our purchase price is based on current estimates of the amount of "deduction claims" under the plan. The exact purchase price will not be determinable until all disputed claim amounts are resolved,

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which may take 90 days or more after the effective date of the plan to occur. Under the plan, an increase in the amount of deduction claims, which are paid in cash, will reduce the amount of common stock we issue to unsecured creditors, and vice versa. Although the purchase price should not change materially as a result of the resolution of disputed claims, the ultimate amount of cash and common stock components may vary from our current estimates. The remaining shares of common stock issuable to unsecured creditors under the plan, currently estimated to be approximately 2.0 million shares, will be distributed, at the earliest, 90 days after the effective date. Our purchase price estimates exclude certain contingent payments and liabilities assumed or not discharged in bankruptcy. See "Acquisition of GC Companies—Structure of Acquisition."

        For a discussion of certain recent developments in South America that could affect the value of GC Companies' joint venture interests in South America, see "Risk Factors—Risks Related to Our Business—Risks Related to the Acquisition of GC Companies—GC Companies' South American joint venture operates in some markets that are facing political and economic instability, and debt of the South American joint venture was not discharged in GC Companies' bankruptcy proceedings."

Additional Information

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

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The Exchange Offer

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Summary Description of Exchange Notes

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Risk Factors

        The Notes offered hereby involve a high degree of risk, and prospective purchasers should carefully consider the factors described under "Risk Factors."

Recent Developments

        Gulf States transaction.    On January 28, 2002, we entered into letters of intent with the owners of Gulf States Theatres and Entertainment Properties Trust, a real estate investment trust with which we have engaged in several sale/leaseback transactions, respecting a series of transactions pursuant to which:

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we would acquire the operations of Gulf States and related assets (exclusive of Gulf States' real estate assets) from Gulf States for an aggregate purchase price of approximately $45 million;



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Entertainment Properties Trust would acquire Gulf States' real estate assets, consisting of five theatres with 68 screens located in the New Orleans, Louisiana area and lease them to us for a term of 20 years with an initial annual base rent of $7.2 million;



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we would agree to enter into a sale/leaseback transaction with Entertainment Properties Trust for certain new megaplex theatres that we develop in the New Orleans, Louisiana area within three years after the closing date; and



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we would make available for sale/leaseback to Entertainment Properties Trust two of our owned theatres with 42 screens.

        On March 9, 2002, we entered into a definitive purchase agreement with the owners of Gulf States Theatres and also entered into leases with Entertainment Properties Trust with respect to the transactions referred to in the first three bullet points in the preceding paragraph. The closing under the purchase agreement occurred on March 15, 2002. The leases, which were conditioned upon the closing under the purchase agreement, became effective on that date. Of our approximate $45 million purchase price, we paid approximately $5.8 million to Entertainment Properties Trust for specified non-real estate assets which Entertainment Properties Trust acquired from Gulf States Theatres and resold to us at cost. We also will pay the owners of Gulf States Theatres $300,000 annually for five years in connection with consulting and non-competition agreements. The sellers have deposited approximately $2 million in escrow to secure the performance of certain repairs.

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        The letter of intent with respect to the transaction referred to in the fourth bullet in the next preceding paragraph above is non-binding and the proposed transaction is subject to satisfactory completion of due diligence and the negotiation of definitive agreements. We expect to assign the leases for two of the theatres with 20 screens that we acquired, which would reduce our initial annual base rentals to Entertainment Properties Trust with respect to the Gulf States Theatres to approximately $5.2 million.

        Common Stock Offering.    On March 13, 2002, we completed a public offering of 9 million shares of our common stock at a public offering price of $10.50 per share. The closing occurred on March 19, 2002. We received net proceeds of $9.87 per share, or $88,300,000. We granted the underwriters an over allotment option, exercisable for 30 days, for an additional 1.35 million shares. On March 26, 2002, the underwriters exercised this option in full at a purchase price of $9.87 per share. We will apply the net proceeds from that offering to pursue our current business strategy, including acquisition of other theatres and theatre circuits, including our acquisition of GC Companies, and for general corporate purposes.

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Summary Financial and Operating Data

        The following tables set forth certain of our historical financial and operating data. Our summary financial data for the five fiscal years ended March 29, 2001 and the unaudited interim thirty-nine weeks periods ended December 27, 2001 and December 28, 2000 have been derived from our consolidated financial statements for such periods. Operating results for the interim thirty-nine weeks period ended December 27, 2001 are not necessarily indicative of the results that may be expected for the entire fiscal year ending March 28, 2002. The summary financial data presented herein should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," 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, included elsewhere in or incorporated by reference into this prospectus.

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(1)

Fiscal 1997 consists of 53 weeks. All other years have 52 weeks.

(2)

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

(3)

Theatre and other closure expense relates to actual and estimated lease exit costs on older theatres and vacant restaurant space related to a terminated joint venture.

(4)

Fiscal 2001 includes a $15,760 cumulative effect of an accounting change related to revenue recognition for gift certificates and discounted theatre tickets (net of income tax benefit of $10,950), which reduced earnings per share by $0.67 per share of common stock. Fiscal 2000 includes a $5,840 cumulative effect of an accounting change for preopening expenses (net of income tax benefit of $4,095), which reduced earnings per share by $0.25 per share of common stock.

(5)

Represents corporate borrowings and capital and financing lease obligations less cash and equivalents.

(6)

Represents capital expenditures less proceeds from sale/leasebacks and financing lease obligations.

(7)

Represents earnings (loss) before cumulative effect of an accounting change plus interest, income taxes, depreciation and amortization and adjusted for preopening expense, theatre and other closure expense, impairment of long-lived assets, (gain) loss on disposition of assets and equity in earnings of unconsolidated affiliates and excludes one-time other income of $7,379 (in fiscal 2001) related to an accounting change and one-time other expense of $3,754 (in fiscal 2002) incurred in connection with our issuance of Preferred Stock. We have included Adjusted EBITDA because we believe that Adjusted EBITDA provides investors with additional information for estimating our value and evaluating our ability to service debt. We believe that EBITDA is a financial measure commonly used in our industry and should not be construed as an alternative to operating income (as determined in accordance with GAAP). Adjusted EBITDA as determined by us may not be comparable to EBITDA as reported by other companies. In addition, Adjusted EBITDA is not intended to represent cash flow (as determined in accordance with GAAP) and does not represent the measure of cash available for discretionary uses.

(8)

Ratio based on Adjusted EBITDA for the fifty-two week period.

(9)

We had a deficiency of earnings to fixed charges for the 39 weeks ended December 27, 2001, the 39 weeks ended December 28, 2000, the 52 weeks ended March 29, 2001, the 52 weeks ended March 30, 2000, the 52 weeks ended April 1, 1999, and the 52 weeks ended April 2, 1998, of $3.2 million, $41.0 million, $135.9 million, $86.2 million, $33.2 million and $48.5 million, respectively. Earnings consist of earnings (loss) before income taxes and cumulative effect of accounting changes, plus fixed charges (excluding capitalized interest). Fixed charges consist of interest expense, amortization of debt issuance costs and one-third rent expense on operating leases treated as representative of the interest factor attributable to rent expense.

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Summary Pro Forma Financial Data

        The summary pro forma financial data set forth below has been derived from, and should be read in conjunction with, the unaudited condensed pro forma financial statements, including the accompanying notes, appearing elsewhere in this prospectus. See "AMC Entertainment Inc. Condensed Pro Forma Financial Statements."

        Our unaudited pro forma financial information for the fiscal year ended March 29, 2001 and as of and for the fifty-two week period ended December 27, 2001 have been adjusted to give effect to our recently completed offering of our notes due 2012, our recently completed common stock offering (including 1.35 million shares purchased pursuant to the exercise of the over-allotment option) as described in "Summary—Recent Developments" and the acquisition of GC Companies at a purchase price of $167.0 million as set forth in the notes to our unaudited condensed pro forma financial statements included elsewhere herein. Such pro forma information does not purport to represent what our results of operations would have been had the offering of our notes due 2012, our common stock offering and the acquisition of GC Companies occurred on the dates presented or to project our financial position or results of operations for any future period.

        The summary pro forma financial data presented herein should be read in conjunction with our and GC Companies' audited financial statements and other historical and pro forma financial information and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus.

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(1)

Pro forma Adjusted EBITDA represents earnings (loss) before cumulative effect of an accounting change plus interest, income taxes, depreciation and amortization adjusted for pre-opening expense, theatre and other closure expense, impairment of long-lived assets, (gain) loss on disposition of assets, equity in earnings of unconsolidated affiliates and excludes one time other income and expense items and reorganization costs. Pro forma Adjusted EBITDA for the fifty-two weeks ended December 27, 2001 also includes $8.8 million in cost savings and $3.0 million in operating synergies expected to be realized through the integration of GC Companies. Pro forma Adjusted EBITDA for the fifty-two weeks ended March 29, 2001 also includes $15.6 million in such cost savings and $3.0 million in such operating synergies. These adjustments reflecting estimated cost savings and operating synergies do not qualify as pro forma adjustments under Regulation S-X promulgated under the Securities Act and constitute forward-looking statements within the Private Securities Litigation Reform Act of 1995, as amended. Actual results may differ materially from those reflected due to a number of factors, including without limitation, (i) an inability to consolidate facilities, (ii) an inability to reduce headcount, (iii) an inability to terminate certain contracts and (iv) an inability to successfully integrate GC Companies into our existing operations.

We have included pro forma Adjusted EBITDA because we believe that pro forma Adjusted EBITDA provides investors additional information for estimating our value and evaluating our ability to service debt. We believe that EBITDA is a financial measure commonly used in our industry and should not be construed as an alternative to operating income (as determined in accordance with GAAP). Pro forma Adjusted EBITDA as determined by us may not be comparable to EBITDA as reported by other companies. In addition, pro forma Adjusted EBITDA is not intended to represent cash flow (as determined in accordance with GAAP) and does not represent the measure of cash available for discretionary uses.

(2)

After giving pro forma effect to the note offering, the common stock offering and the Acquisition of GC Companies, we had a deficiency of earnings to fixed charges for the 52 weeks ended December 27, 2001 and the 52 weeks ended March 29, 2001, of $110.1 million and $183.6 million, respectively. Earnings consist of earnings (loss) before income taxes and cumulative effect of accounting changes, plus fixed charges (excluding capitalized interest). Fixed charges consist of interest expense, amortization of debt issuance costs and one-third rent expense on operating leases treated as representative of the interest factor attributable to rent expense.

(3)

Does not include 17 theatres with 160 screens operated through a South American joint venture in which GC Companies has a 50% joint interest. Results for the joint venture are accounted for using the equity method of accounting and are not consolidated.

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Pro forma Adjusted EBITDA is calculated as follows:

17

RISK FACTORS

        An investment in the exchange notes offered hereby 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 the exchange notes. This prospectus and documents incorporated by reference herein contain 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 this offering

Your failure to participate in the exchange offer will have adverse consequences.

        If you do not exchange your initial notes for exchange notes pursuant to the exchange offer, you will continue to be subject to the restrictions on transfer of your initial notes, as set forth in the legend on your initial notes. The restrictions on transfer of your initial notes arise because we sold the initial notes in a private offering. In general, the initial notes may not be offered or sold, unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, such requirements. We do not intend to register the initial notes under the Securities Act.

        After completion of the exchange offer, holders of initial notes who do not tender their initial notes in the exchange offer will no longer be entitled to any exchange or registration rights under the registration rights agreement, except under limited circumstances.

        If you exchange your initial notes in the exchange offer for the purpose of participating in a distribution of the exchange notes, you may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. To the extent initial notes are tendered and accepted in the exchange offer, the trading market, if any, for the initial notes would be adversely affected. See "The Exchange Offer."

Our substantial debt could adversely affect our operations and your investment in the notes.

        We have a significant amount of debt. On a pro forma basis after giving effect to the offering of the initial notes, our recent sale of 10.35 million shares of common stock and our acquisition of GC Companies, as of December 27, 2001, we had approximately $669.3 million of debt (excluding unused availability of approximately $414.7 million under our credit facility) and $57.7 million in capital and financing lease obligations. We also have approximately $4.3 billion of undiscounted rental payments under operating leases.

        The amount of our indebtedness and leases 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.

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        If we fail to make any required payment under our credit facility or to comply with any of the financial and operating covenants included in the credit facility, we would be in default. Lenders under our credit facility could then vote to accelerate the maturity of the indebtedness under the credit facility and foreclose upon the stock of our subsidiaries, if pledged, securing the credit facility. Other creditors might then accelerate other indebtedness. If the lenders under the 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 credit facility or our other indebtedness, including our notes due 2012, our notes due 2009 and our notes due 2011. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources."

        Our indebtedness under the credit facility bears interest at rates that fluctuate with changes in certain prevailing interest rates (although, subject to certain conditions, such rates may be fixed for certain periods). If interest rates increase, we may be unable to meet our debt service obligations under the credit facility and other indebtedness.

        In June 2000, Moody's Investor Services lowered the ratings on our credit facility, notes due 2009 and notes due 2011 by two notches; it lowered the rating on our credit facility from B1 to B3 and the rating on our notes from Caa1 to Caa3. Between June and August 2000, Standard & Poors lowered our corporate credit rating three notches, from B+ to CCC+, and the rating on our notes due 2009 and notes due 2011 three notches, from B- to CCC-. In October 2001, Standard & Poors raised our corporate rating one notch, from CCC+ to B-, and the rating on our notes due 2009 and notes due 2011 one notch from CCC- to CCC. Both Moody's Investor Services and Standard & Poors reaffirmed their existing ratings in January 2002 in connection with the issuance of our notes due 2012.

In order to carry out our strategic plan, we may need to incur additional debt.

        We would likely finance the costs of constructing new theatres and acquired assets, such as the acquisition of GC Companies and Gulf States, with cash flow from operations, the proceeds of the offering of the initial notes, the proceeds of our common stock offering and from the incurrence of additional debt. The incurrence of additional debt could increase the risks described above. In addition, the agreements governing our existing indebtedness and our preferred stock limit, but do not prohibit, our ability to incur additional debt. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" and "—Risks Related to Our Business—We have significant stockholders with the ability to influence our actions." These limitations could have an adverse impact on our ability to fully implement our business plan.

We will require significant cash flow to service our debt and provide for our other obligations.

        Our ability to make payments on and refinance our debt, including the notes offered hereby, and other financial obligations, including cash dividend payments on our preferred stock, 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 will need to extend, amend or refinance our credit facility when it expires in 2004. If our cash flows were to prove inadequate to meet our debt service, rental, dividend and other obligations, 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.

We are a holding company with no operations of our own.

        We are a holding company with no operations of our own. Consequently, our ability to service our debt and pay dividends is dependent upon the earnings from the businesses conducted by our subsidiaries. The distribution of those earnings, or advances or other distributions of funds by these

19

subsidiaries to us, all of which could be subject to statutory or contractual restrictions, are contingent upon the subsidiaries' earnings and are subject to various business considerations.

        Our subsidiaries have guaranteed our obligations under our credit facility. However, our subsidiaries are not obligors or guarantors of the notes. Therefore, the claims of creditors of such subsidiaries, including claims of lenders under the credit facility, the claims of trade creditors and claims of preferred stockholders (if any) of such subsidiaries generally will have priority with respect to the assets and earnings of such subsidiaries over the claims of our creditors. The notes, therefore, are effectively subordinated to creditors (including trade creditors) and preferred stockholders (if any) of such subsidiaries. As of December 27, 2001, after giving effect to the acquisition of GC Companies, our subsidiaries had $483.7 million of liabilities, including trade payables but excluding (i) intercompany obligations, (ii) liabilities under guarantees of our obligations and (iii) obligations under operating leases and other obligations not reflected in our consolidated financial statements. Accordingly, there can be no assurance 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 you as a holder of the exchange notes.

The notes are subordinated to senior indebtedness.

        The exchange notes will be our general unsecured obligations. They will be subordinated in right of payment to our existing and future senior indebtedness, including obligations under the credit facility. Our obligations under the exchange notes will be pari passu with our obligations under the initial notes, our notes due 2009 and our notes due 2011. The effect of the exchange notes' subordination is that if we were to undergo insolvency, liquidation or other reorganization, our assets would be available to pay our obligations on the exchange notes only after all senior indebtedness, including the credit facility and all interest and amounts due on the senior indebtedness, is paid in full. We cannot assure you that there will be sufficient assets remaining to pay amounts due on all or any of the exchange notes. As of December 27, 2001, after giving pro forma effect to the offering of the initial notes and the application of the net proceeds therefrom, our recent sale of 10.35 million shares of common stock as described in "Use of Proceeds," and the acquisition of GC Companies, we would have had outstanding senior indebtedness of $57.7 million and would have had available $414.7 million additional borrowing capacity under the credit facility. The indenture governing the notes will not limit the amount of senior indebtedness we may incur if we satisfy certain fixed charge coverage tests.

        We generally may not pay our obligations on the notes, or repurchase, redeem or otherwise retire the notes if any senior indebtedness is not paid when due or any default on senior indebtedness occurs and the maturity of the senior indebtedness is accelerated in accordance with its terms, unless, in either case, the default has been cured or waived, any acceleration has been rescinded or the senior indebtedness has been paid in full. In addition, if any default exists with respect to certain senior indebtedness, we will be prohibited from making payments on the notes for a designated period of time, unless the default has been cured or waived, any acceleration has been rescinded or the senior indebtedness has been paid in full. See "Description of Exchange Notes."

        In addition, if certain financial ratios exceed specified limits, we must pledge all the stock of all our operating subsidiaries to secure our indebtedness under the credit facility.

The note indenture covenants are limited.

        The indenture governing the notes contains various covenants that limit our ability to:

•

incur additional indebtedness;

•

make restricted payments;

•

engage in transactions with affiliates; and

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•

enter into business combinations and asset sales.

        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 a fixed charge coverage test based on consolidated EBITDA and consolidated interest expense, as defined in the indenture, limits our ability to incur indebtedness, this limitation is subject to a number of significant qualifications. The definition of EBITDA used in the indenture, which is a principal measure of our debt capacity under the indenture, is more favorable to us than that shown under "Summary—Summary Financial and Operating Data." See "Description of Exchange Notes—Certain Definitions—Consolidated EBITDA." Moreover, the indenture does not impose any limitation on our incurrence of capital or finance lease obligations or liabilities that are not considered "Indebtedness" under the indenture (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 your investment in the notes" and "Description of Exchange Notes—Certain Covenants—Limitation on Consolidated Indebtedness." Furthermore, there are no restrictions on our ability to prepay subordinated debt or to make advances to, or invest in, other entities (including unaffiliated entities) or to create liens on our assets 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 indenture limits our ability to make restricted payments, which include dividends on and repurchases of our capital stock, these restrictions are subject to significant limitations. As of December 27, 2001, we could have made $381.0 million of restricted payments (subject to certain other limitations under the indentures and restrictions and limitations under our other debt instruments and under applicable law).

We must repurchase the notes upon a change of control.

        Upon the occurrence of a "change of control" (as defined herein), we will be required to make an offer to repurchase the exchange notes offered hereby, the initial notes, our notes due 2011 and our notes due 2009 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 our 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 credit facility or other future senior indebtedness could result in an acceleration of such indebtedness, in which case the subordination provisions of the notes would require payment in full of such senior indebtedness before repurchase of the notes. See "Description of Exchange Notes—Change of Control," and "—Subordination." We cannot assure you that we would have sufficient resources to repurchase the notes or pay our obligations if the indebtedness under the credit facility or other future senior indebtedness were accelerated upon the occurrence of a change of control. The acceleration of senior indebtedness and our inability to repurchase all of the tendered notes would constitute events of default under the indenture. No assurance can be given that the terms of any future indebtedness will not contain cross default provisions based upon change of control or other defaults under such debt instruments.

        In addition, the definition of "change of control" in the indenture governing the exchange notes differs slightly from the corresponding definition in the indentures governing our notes due 2011 and notes due 2009, in that the members of the Apollo Group are "permitted holders" under the indenture governing the notes, but not under the other indentures. This means that if a member of the Apollo Group were to acquire shares of our voting securities or otherwise trigger the change of control provisions of the notes due 2011 and notes due 2009, we would be required to make an offer to

21

purchase those exchange notes but would not be required to make an offer to repurchase the exchange notes offered hereby or the initial notes.

There is no public trading market for the exchange notes.

        The exchange notes are a new issue of securities for which there is currently no established trading market. Although the initial purchasers have advised us that they currently intend to make a market in the exchange notes, they are not obligated to do so and may discontinue market making activities at any time without notice. We do not intend to apply for listing of the exchange notes on any securities exchange or for quotation on NASDAQ. If an active market does not develop or is not maintained, the market price and liquidity of the exchange notes may be adversely affected. We cannot assure you as to the liquidity of the market for the exchange notes or the prices at which you may be able to sell the exchange notes.

Risks related to the Industry

There are significant operating risks in the theatrical exhibition industry that affect us.

        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. 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 rely on distributors of the films.    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. For example, certain of our theatres in Canada have been unable to obtain some popular films because of our competitors' relationships with distributors. To the extent that we are unable to license a popular film for exhibition in our theatres, our operating results may be adversely affected.

        Price terms of film licenses affect our results.    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 assure 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 that has enabled distributors to be more aggressive on pricing in recent periods.

        We are subject to competition which is sometimes intense.    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, primarily 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.

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•

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 preventing 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.

        There is an industry-wide oversupply of screens.    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. 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.

        Our access to capital may be affected by the bankruptcies of other companies.    As a result of the oversupply of screens, increased costs, changes in release patterns and other factors, including a downturn in attendance in 2000, the exhibition industry has experienced significant liquidity pressures. We and other theatre exhibition companies have experienced impairment write-offs, losses on theatre dispositions and downward adjustment of credit ratings, and some of our competitors have defaulted under their loan agreements. Since 1999, several major theatre exhibition companies, including six of the ten largest North American exhibitors in the industry in terms of revenues, have filed for bankruptcy. These factors may make it difficult for us and others in the industry to borrow money or access the capital markets and, as a result, the market price of our securities, including the exchange notes, may be affected.

        General political, social and economic conditions can affect our attendance.    We believe that the popularity of film product generally determines box office results. However, our success also 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 28% of our revenues in fiscal 2001, 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.

        Digital Technology.    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 which 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 film based media to electronic based media. Alternate delivery systems such as the Internet may adversely affect future attendance patterns and our ability to raise ticket prices.

        The theatrical exhibition business is seasonal.    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,

23

with higher attendance and revenues generally occurring during the summer months and holiday seasons, and our results of operations may vary significantly from quarter to quarter.

        The theatre exhibition industry is subject to regulatory restraints.    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

Our growth strategy involves significant risks.

        Both the acquisition of existing theatre circuits and the development of new theatre locations involve significant risks.

Risks of acquiring existing circuits and theatres.

•

Expansion requires financing. We estimate that our net capital expenditures will aggregate approximately $75 million in each of fiscal years 2002 and 2003. In addition, our cost of acquiring GC Companies was approximately $167.0 million. Our purchase price estimates exclude certain contingent payments and liabilities assumed or not discharged in bankruptcy. See "Acquisition of GC Companies—Structure of Acquisition." We may have 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. 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 must identify suitable acquisition candidates and compete with other buyers for existing circuits and theatres. We may have difficulty identifying suitable acquisition candidates. Even if we do identify such candidates, we anticipate significant competition from other exhibition companies and financial buyers when trying to acquire these candidates, and there can be no assurance that we will be able to acquire such candidates 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 suitable candidates or may have to pay more than we would prefer to make an acquisition.


•

We may have difficulty managing growth. Whether we continue to expand through new construction or through acquisitions, there is risk that we might not be able to effectively manage our growth or that our information or other systems might not be sufficient to accommodate such growth.


•

We may not benefit from our acquisition strategy. In any acquisition, including our acquisition of GC Companies, 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

24

by any one or more acquisitions. In addition, we have never made a significant acquisition. Any acquisition may involve operating risks, such as:

•

the difficulty of assimilating the acquired operations and personnel and integrating them 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.

Risks of expanding through new construction.

        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.

        As a result of the foregoing, we cannot assure you that we will be able to acquire attractive site locations or existing theatres or theatre circuits on terms we consider acceptable or that this strategy will result in improvements to our business, financial condition or profitability.

Risks Related to the Acquisition of GC Companies.

        We may be unable to successfully integrate GC Companies into our business or realize the cost savings that we anticipate. This is our first major acquisition. Our ability to integrate GC Companies into our business and realize the cost savings that we anticipate (including the $8.8 million of annual savings relating to facilities closures and related items and the $3.0 million of annual cost savings relating to operating synergies referred to in the pro forma financial statements for the fifty-two week period ended December 27, 2001) are subject to a number of uncertainties, including those referred to above under "Risks of acquiring existing circuits and theatres." Many of these uncertainties are related to conditions beyond our control, such as general negative economic trends and competition. We may be unable to achieve the anticipated cost savings and synergies from the acquisition.

        In addition, the pro forma financial information contained in this prospectus reflects adjustments to GC Companies' operating results that reflect the impact of GC Companies' plan of reorganization and the structure of our acquisition. These adjustments may not accurately reflect the actual costs and revenues of the operations of GC Companies that we will be acquiring and may not be indicative of the results that would have been achieved if we had completed the acquisition on the dates reflected in the pro forma financial statements.

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        GC Companies' South American joint venture operates in some markets that are facing political and economic instability, and debt of the South American joint venture was not discharged in GC Companies' bankruptcy proceedings. GC Companies' South American joint venture is highly leveraged. The joint venture's Argentine and Chilean subsidiaries have debt facilities that have matured with outstanding borrowings aggregating approximately $46 million as of October 31, 2001 that are secured by liens on the stock and certain assets of the subsidiaries. GC Companies guaranteed 50% of the joint venture's debt prior to our acquisition of GC Companies, which resulted in the discharge of GC Companies' several guaranties. However, the joint venture and its subsidiaries, including the Argentine and Chilean subsidiaries, were not Chapter 11 debtors and their debts were not discharged in the GC Companies' Chapter 11 cases. In the GC Companies' 2001 Form 10-K, GC Companies has disclosed that the joint venture is in default of the Argentine and Chilean loan agreements as the debts thereunder became due in December 2001 and payment was not made in accordance with the agreements. If either the Argentine or the Chilean subsidiary's indebtedness is accelerated, it could bankrupt the subsidiary and the joint venture's equity in the subsidiary could be worthless. However, in connection with the plan of reorganization, GC Companies acquired, at par, a 25% undivided, non-voting, economic participation interest in the joint venture's loans for an aggregate purchase price of $10.96 million five days after entry of the bankruptcy court's order confirming the plan of reorganization, whereupon the GC Companies' guaranties were released and the lenders agreed to extend the final maturity date of the loans to the joint venture to the first anniversary of the effective date of the plan of reorganization. The lenders also agreed that financial covenants would not be applicable to the borrowers prior to such final maturity date and agreed not to accelerate the loans without GC Companies' consent as long as accrued interest is paid in full on a current basis. GC Companies owned the participation interest when we acquired its stock.

        In its 2001 Form 10-K, GC Companies reported that recent fiscal policies imposed after October 31, 2001 by the government of Argentina as well as continuing economic difficulties and political turmoil, have resulted in public demonstrations which required the shutdown of several theatres for a short period of time and a decline in theatre attendance subsequent to October 31, 2001. Also, in January, 2002, the government of Argentina announced the adoption of a currency system allowing the peso to float freely rather than pegging it to the U.S. dollar, which has resulted in a significant devaluation of the peso. This could adversely impact the Argentine subsidiary's ability to repay its dollar denominated debt, including the loans in which GC Companies acquired a participation interest as contemplated by the Fleet/Bank of America support agreement, and to pay rent under certain dollar denominated leases.

We have had significant financial losses in recent years.

        We have reported net losses in the thirty-nine weeks ended December 27, 2001 and in each of fiscal years 2001, 2000, 1999 and 1998. Our cumulative net losses for the period commencing with the beginning of fiscal 1997 through December 27, 2001 were approximately $184 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 $150 million, or 98%, 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 $385 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 operation could be adversely affected. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Deferred Tax Assets."

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The higher cost of megaplexes can produce volatility in results.

        Approximately 71% of our screens are located in megaplex theatres. Megaplexes generally require greater capital expenditures than the previous generation of multiplex theatres. In addition, the fixed costs of operating megaplexes generally are higher than those related to multiplexes, which can result in greater volatility in operating results based on changes in operating revenues. Therefore, we cannot assure you that we will be able to operate such theatres profitably or recoup our investment on such theatres.

        We may suffer future impairment losses and lease termination charges in our North American and international operations.

        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.

        We recognized non-cash impairment losses in each fiscal year since 1995. Our impairment losses over this period aggregated $135.6 million. Since fiscal 1995 through December 27, 2001, we also incurred lease termination charges aggregating $45.4 million on older theatres that we closed or disposed of. 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 Consolidated Financial Statements for Years Ended March 29, 2001, March 28, 2000, and April 1, 1999—Note 1—The Company and Significant Accounting Policies—Impairment of Long-lived Assets." 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 additional risks.

        We operate megaplexes in Canada, China (Hong Kong), Japan, France, Portugal, Spain and Sweden, and we are currently developing one additional theatre in Spain and two theatres in the United Kingdom. During fiscal 2001, revenues from our theatre operations outside the United States accounted for 8.6% of our total revenues. Our North American operations include megaplexes in Canada as well. As a result of our acquisition of GC Companies, we now have a 50% equity interest in a joint venture which operates theatres in Argentina, Brazil, Chile and Uruguay. There are significant differences between the theatrical exhibition industry in the United States and in these international markets. These include:

•

Fluctuating currency values. As a result of our international operations, we have risks from fluctuating currency values. As of December 27, 2001, a 10% 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 earnings and accumulated other comprehensive income by approximately $1.9 million and $12.1 million, respectively. We do not currently hedge against foreign currency exchange rate risk. We do not intend to repatriate funds from the operations of our international theatres but instead intend to use them to fund current and future operations.


•

Consumer preferences; insufficient foreign language films. 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.


•

Inability to obtain film product. 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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        Other risks include:

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unexpected changes in tariffs and other trade barriers;

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changes in foreign government regulations;

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inflation;

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price, wage and exchange controls;

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reduced protection for intellectual property rights in some countries;

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licensing requirements;

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potential adverse tax consequences; and

•

uncertain political and economic environments.

        There are also other risks that 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. Such differences in industry structure and regulatory and trade practices may adversely affect our ability to expand internationally or to operate at a profit following such expansion.

Certain existing and proposed accounting pronouncements could change the way we report the investment of our preferred stockholders.

        In July 2001, the Securities and Exchange Commission issued an SEC Staff Announcement which was codified as EITF Topic No. D-98 Classification and Measurement of Redeemable Securities. Topic No. D-98 provides additional guidance for determining when an equity security is redeemable at the option of the holder or upon the occurrence of an event that is solely within the control of the issuer. Topic No. D-98 is to be applied retroactively in the first fiscal quarter ending after December 15, 2001 by restating the financial statements of prior periods.

        During the fiscal quarter ended December 27, 2001, we adopted Topic No. D-98. There was no impact to our consolidated financial position, results of operations or cash flows as a result of adopting Topic No. D-98. We believe that adoption of Topic No. D-98 will not require a restatement of financial statements until such time, if ever, that (i) the holders of our preferred stock either (a) are entitled to elect a majority of the board of directors or (b) could convert a portion of their Preferred Stock into a sufficient number of shares of common stock to gain control of the board of directors and (ii) our optional right to redeem the Preferred Stock is unconditional. Such circumstances do not presently exist and we believe that they should not exist prior to 2006, if at all. However, were such circumstances to occur, Topic No. D-98 would require us to report the investment of our preferred stockholders as temporary equity under current generally accepted accounting principles. A proposed accounting pronouncement, if issued, may eliminate the temporary equity classification and require the investment to be classified as either permanent equity or as a liability. Furthermore, certain of our debt covenants restrict the incurrence of additional indebtedness. See "Risks related to our notes and this offering—In order to carry out our strategic plan, we may need to incur additional debt."

We must comply with the ADA.

        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."

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We are parties to significant litigation.

        On January 29, 1999, the Department of Justice filed suit in the United States District Court for the Central District of California, United States of America v. AMC Entertainment Inc. and American Multi-Cinema, Inc. The complaint alleges that we have designed, constructed and operated two of our motion picture theatres in the Los Angeles area and unidentified theatres elsewhere that have stadium-style seating in violation of Department of Justice regulations implementing Title III of the ADA and related "Standards for Accessible Design." The complaint alleges various types of non-compliance with the Standards, but relates primarily to issues relating to lines of sight. The Department of Justice 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.

        The current Department of Justice position appears to be that theatres must provide wheelchair seating locations and transfer seats with viewing angles to the screen that are at the median or better, counting all seats in the auditorium. Heretofore, we have attempted to conform to the evolving standards promulgated by the Department of Justice and believe our theatres are in substantial compliance with the ADA. We believe that the Department of Justice's current position has no basis in the ADA or related regulations. We have filed an answer denying the allegations. To date, three courts have considered the Department of Justice's position with respect to wheelchair locations. All three courts have rejected that position and decided the disputes in favor of the exhibitors. Lara v. Cinemark USA, Inc., United States Court of Appeals for the Fifth Circuit, No. 99-0204; Oregon Paralyzed Veterans of America v. Regal Cinemas,  Inc. United States District Court for the District of Oregon, No. 00-485-KI; and United States of America v. Cinemark USA, Inc., United States District Court for the Northern District of Ohio, No. 1:99CV-705. Based upon current precedent, we do not believe that this matter is likely to result in an outcome that will have a material adverse effect on our financial condition.

        We are the defendant in two coordinated cases now pending in California, Weaver v. AMC Entertainment Inc., (No. 310364, filed March 2000 in Superior Court of California, San Francisco County) and Geller v. AMC Entertainment Inc. (No. RCV047566, filed May 2000 in Superior Court of California, San Bernardino County). The litigation is based upon California Civil Code Section 1749.5, which provides that "on or after July 1, 1997, it is unlawful for any person or entity to sell a gift certificate to a purchaser containing an expiration date." Weaver is a purported class action on behalf of all persons in California who, on or after January 1, 1997, purchased or received an AMC Gift of Entertainment containing an expiration date. Geller is brought by a plaintiff who allegedly received one of our discount tickets in California containing an expiration date and who purports to represent all California purchasers of these "gift certificates" purchased from any of our theatres, stores, locations, web-site or other venue owned or controlled by us since January 1, 1997. Both complaints allege unfair competition and seek injunctive relief. Geller seeks restitution of all expired "gift certificates" purchased in California since January 1, 1997 and not redeemed. Weaver seeks disgorgement of all revenues and profits obtained since January 1997 from sales of "gift certificates" containing an expiration date, as well as actual and punitive damages. On May 11, 2001, following a special trial on the issue, the court ruled that our Gifts of Entertainment and discount tickets are "gift certificates." We intend to appeal this ruling and to continue defending the cases vigorously. Should the result of this litigation ultimately be adverse to us, we are presently unable to estimate the amount of the potential loss.

We are subject to 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, including property we acquired as part of our acquisition of GC Companies, or at which we have been alleged to have

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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 employees. 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 our profitability and could harm our ability to maintain our desired levels of service.

Certain of our directors have potential conflicts of interest.

        We sponsored Entertainment Properties Trust's formation, and Mr. Peter C. Brown, our Chairman of the Board, Chief Executive Officer and President, serves as Chairman of the Board of Trustees of Entertainment Properties Trust. Because of the various agreements between Entertainment Properties Trust and us, situations may arise where we have differing interests from Entertainment Properties Trust. These agreements include (i) leases with respect to 22 theatre properties (including five theatres leased in connection with the recently concluded Gulf States acquisition) and (ii) a right of first refusal and first offer that expires in November 2002 in favor of Entertainment Properties Trust to purchase any megaplex and related entertainment properties acquired or developed and owned (or ground leased) by us. We are also proposing additional sale leaseback transactions with Entertainment Properties Trust in connection with the recently concluded Gulf States acquisition. See "Summary—Recent Developments" and "Certain Relationships and Related Party Transactions." Because of the relationships between us and Entertainment Properties Trust, there exists the risk that the results of our dealings with Entertainment Properties Trust might be less favorable to us than if such relationships did not exist.

We have significant stockholders with the ability to influence our actions.

        Under the agreement governing the investment in our Series A Convertible Preferred Stock that the group of funds we refer to as the Apollo Purchasers have made in us, as described in more detail under "Principal Stockholders," the Apollo Purchasers have the right to elect three of eight members of our board of directors (and if we default under our obligations under the terms of the preferred stock, the holders of that stock may appoint a majority of our board of directors until such default is cured). In addition, during the period that they are entitled to elect three directors, the Apollo Purchasers must approve certain corporate actions before we may take them. These "Preferred Stock Approval Rights" include, but are not limited to, limitations on our ability to:

•

amend our restated and amended certificate of incorporation or bylaws;

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create, authorize or issue any class, series or shares of capital stock;

•

pay any dividend or declare any distribution on any shares of capital stock;

•

merge, consolidate or consummate a similar transaction;

•

incur debt or amend or alter the material terms of any existing or future material senior debt; and

•

acquire or dispose of any material business or assets.

        Because of the Preferred Stock Approval Rights, we may be unable to take certain actions that are favored by a majority of our board of directors.

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USE OF PROCEEDS

        We will not receive any cash proceeds from the issuance of the exchange notes offered hereby. In consideration for issuing the exchange notes as contemplated in this prospectus, we will receive in exchange initial notes in like principal amount, the terms of which are the same in all material respects as the form and terms of the exchange notes except that the exchange notes have been registered under the Securities Act and will not contain terms restricting the transfer thereof or providing for registration rights. The initial notes surrendered in exchange for the exchange notes will be retired and cancelled and cannot be reissued. Accordingly, issuance of the exchange notes will not increase our indebtedness.

        We received net proceeds of approximately $167.2 million from the offering of the initial notes. We applied a portion of the net proceeds from the offering of the initial notes to reduce the outstanding indebtedness under our revolving credit facility and to acquire GC Companies, and will use the balance to pursue our current business strategy, including acquisitions of other theatres and other theatre circuits, and for general corporate purposes. Our credit facility, which matures on April 10, 2004, permits borrowings at interest rates based on either the bank's base rate or LIBOR, plus applicable margins ranging from 0.0% to 1.5% on base rate loans and from 0.75% to 2.50% on LIBOR rate loans, and requires an annual commitment fee based on margin ratios that could result in a rate of 0.375% or 0.500% on the unused portion of the commitment. As of December 27, 2001, the average rate of interest on outstanding indebtedness under the credit facility was 3.5% per annum. To the extent the net proceeds were applied to reduce indebtedness under the credit facility, the amount available to us for borrowing under the credit facility increased and we intend to utilize this increased availability to continue our current business strategy.

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CAPITALIZATION

        The following table sets forth our total capitalization (including short term debt) as of December 27, 2001 (i) on an actual basis, (ii) on a pro forma basis to give effect to our offering of notes due 2012 and the application of the proceeds therefrom, our sale of 10.35 million shares of common stock at a public offering price of $10.50 per share and the application of the proceeds therefrom, and the acquisition of GC Companies at a purchase price of $167.0 million, as if the offering of our notes due 2012, the common stock offering and the acquisition of GC Companies had occurred on December 27, 2001. You should read the following table with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the notes thereto included elsewhere in this prospectus.

(1)

As of December 27, 2001, we had borrowed $62 million under our credit facility and had total availability of approximately $335 million. The amount available under the credit facility is governed by the ratio of net indebtedness to consolidated EBITDA, as defined in the credit facility, for the preceding four fiscal quarters. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources."

(2)

The 257,646 shares of Series A Convertible Preferred Stock outstanding on December 27, 2001 were convertible into 36,034,405 shares of our common stock. The 3,801,545 shares of Class B Stock are convertible into 3,801,545 shares of our common stock.

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(3)

After giving effect to the common stock offering and the acquisition of GC Companies, the aggregate par value of common stock is $21.6 million, the aggregate par value of the Class B Stock is $2.5 million and the aggregate par value of the Series A Convertible Preferred Stock is $0.2 million.

(4)

The preceding capitalization information does not include the following:

•

49,160 shares of our common stock reserved for future issuance under our 1999 Stock Option Plan for Outside Directors;

•

1,605,900 shares of our common stock reserved for future issuance under our 1999 Stock Option and Incentive Plan;

•

131,210 shares of our common stock issuable under outstanding stock awards; and

•

1,555,530 shares of our common stock issuable upon the exercise of outstanding stock options with a weighted average exercise price of approximately $12.33 per share on December 27, 2001.

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SELECTED HISTORICAL FINANCIAL AND OPERATING DATA

         The following table sets forth selected historical consolidated information regarding our five most recent fiscal years ended March 29, 2001 and the interim periods ended December 27, 2001 and December 28, 2000. Operating results for the interim period ended December 27, 2001 are not necessarily indicative of the results that may be expected for the entire fiscal year ending March 28, 2002. The historical financial information for each of the fiscal years specified below is derived from our consolidated financial statements and related notes for such periods. The historical financial data set forth below is qualified in its entirety by reference to our Consolidated Financial Statements and the notes thereto included elsewhere in this prospectus. The historical financial data set forth below should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," our consolidated financial statements and the notes thereto, our unaudited interim financial statements and notes thereto and GC Companies' consolidated financial statements and the notes thereto included elsewhere in this prospectus.