AMC ENTERTAINMENT HOLDINGS, INC. (Form: 8-K, Received: 05/24/2021 06:31:03)
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 21, 2021

 

AMC ENTERTAINMENT HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-33892   26-0303916
(State or Other Jurisdiction of   (Commission File Number)   (IRS Employer Identification
Incorporation)       Number)

 

One AMC Way

11500 Ash Street, Leawood, KS 66211

(Address of principal executive offices, including zip code)

 

(913) 213-2000

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol   Name of each exchange on which registered
Class A common stock   AMC   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ¨

 

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On May 21, 2021, AMC Entertainment Holdings, Inc. (the “Company”) announced the expected resignations of Lincoln Zhang and John Zeng as directors of the Company. The expected resignation of Messrs. Zhang’s and Zeng’s was not a result of any disagreement between Messrs. Zhang and Zeng and the Company, its management, the Board or any committee thereof. A copy of the press release announcing the expected resignation is attached hereto as Exhibit 99.1.

 

Item 8.01 Other Events.

 

On May 21, 2021, the Company announced that its largest shareholder, the Wanda Group, sold most of its remaining shares in the Company. A copy of the press release announcing the sale of the shares is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit 
No. 
  Description
99.1   Press release, dated May 21, 2021
     
104   Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101).

 

 

 

SIGNATURE

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

  AMC ENTERTAINMENT HOLDINGS, INC.
   
Date: May 24, 2021 By: /s/ Sean D. Goodman
    Sean D. Goodman
    Executive Vice President and
    Chief Financial Officer

 

 

Exhibit 99.1

 

 

INVESTOR RELATIONS:
John Merriwether, 866-248-3872
InvestorRelations@amctheatres.com
 
MEDIA CONTACTS:
Ryan Noonan, (913) 213-2183
rnoonan@amctheatres.com

 

FOR IMMEDIATE RELEASE

 

AMC ENTERTAINMENT PRAISES WANDA’S NEAR DECADE LONG

OWNERSHIP OF INDUSTRY LEADING MOVIE THEATRE COMPANY

 

LEAWOOD, KANSAS - (May 21, 2021) -- AMC Entertainment, the world’s largest operator of movie theatres, announced today that its heretofore largest shareholder, the Wanda Group, has sold this week most of its remaining shares in the movie theatre company. The shares were all sold through normal open market trading to a widely dispersed array of buyers on the New York Stock Exchange.

 

Wanda acquired all of AMC in 2012, and took the Company public through a 2013 IPO while still retaining a majority of AMC’s total outstanding shares.

 

At last count, AMC had more than 3 million individual shareholders, with no single entity having an ownership stake above 10%.

 

Commenting on this development, AMC CEO and President Adam Aron said, “Wanda has been a terrific shareholder of AMC for almost a decade. Under their ownership, AMC became the biggest movie theater operator in the world. Importantly, Wanda also has supported our reinvesting billions of dollars to upgrade and enhance our network of theatres for the benefit of moviegoers throughout the United States, Europe and the Middle East. I salute Wanda for the immensely constructive role they played in building our company, and want to express my sincerest appreciation and affection for their wise counsel and friendship.”

 

The U.S., Europe and China are the three largest movie markets in the world. Wanda Film Group owns the largest movie theatre circuit in China, with additional theatres throughout Australia, and also makes Chinese-language films. AMC is the largest movie theatre circuit in the United States and the largest movie theatre circuit across Europe, with additional theatres in the Middle East. Even after the stock sale, Wanda Film Group and AMC will enter into a long term strategy and cooperation agreement, which will facilitate efficiencies through global purchasing efforts and the sharing of best practices. Some of the films made by Wanda will also be shown at select AMC Theatres. This continuing communication between the two companies should create a win-win situation for both Wanda Film Group and for AMC in the cinema and film industries.

 

Consistent with the sale of most their remaining AMC shares, both Lincoln Zhang and John Zeng expect to resign their seats on the AMC Board of Directors sometime within the next thirty days.

 

About AMC Entertainment Holdings, Inc.

 

AMC is the largest movie exhibition company in the United States, the largest in Europe and the largest throughout the world with approximately 950 theatres and 10,500 screens across the globe. AMC has propelled innovation in the exhibition industry by: deploying its Signature power-recliner seats; delivering enhanced food and beverage choices; generating greater guest engagement through its loyalty and subscription programs, web site and mobile apps; offering premium large format experiences and playing a wide variety of content including the latest Hollywood releases and independent programming. For more information, visit www.amctheatres.com.

 

 

 

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Source: AMC Entertainment Holdings

 


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