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 deciding to invest in our exchange notes, you should read the entire prospectus carefully, including the section entitled "Risk Factors" and the consolidated financial statements and unaudited pro forma combined financial data and the related notes contained elsewhere in this prospectus.

         On January 26, 2006, Marquee Holdings Inc. ("Holdings"), the parent of AMC Entertainment Inc. ("AMC Entertainment"), merged with LCE Holdings, Inc. ("LCE Holdings"), the parent of Loews Cineplex Entertainment Corporation ("Loews"), with Holdings continuing as the holding company for the merged businesses, and Loews merged with and into AMC Entertainment, with AMC Entertainment continuing after the merger (collectively, the "Mergers").

         Unless the context otherwise requires, this prospectus reflects the consummation of the Mergers and refers to the Mergers with the related transactions and financings described under "Summary—The Transactions—The Financing Transactions," as the "Merger Transactions." As used in this prospectus, references to "AMC Entertainment" or "AMCE" refer to AMC Entertainment Inc. and its subsidiaries prior to giving effect to the Mergers and references to "Loews" refer to Loews Cineplex Entertainment Corporation and its subsidiaries prior to giving effect to the Mergers. Except as otherwise indicated or otherwise required by the context, references in this prospectus to "we," "us," "our," the "combined company" or the "company" refer to the combined business of AMC Entertainment, Loews, and their respective subsidiaries after giving effect to the Mergers.

         As used in this prospectus, unless the context otherwise requires, the term "pro forma" refers to (i) in the case of pro forma financial information given as of December 29, 2005, such information after giving pro forma effect to the Merger Transactions (which are described on page 9 of this prospectus) as if they had occurred on such date, and (ii) in the case of pro forma financial information for the fifty-two week periods ended March 31, 2005 or December 29, 2005, such information after giving pro forma effect to the Merger Transactions, AMCE's contribution of NCN assets to NCM (which is described on page 8 of this prospectus), the Loews Transactions (which are described on page 7 of this prospectus) and the Marquee Transactions (which are described on page 7 of this prospectus) as if each had occurred on April 2, 2004.

         AMC Entertainment's fiscal year ends on the Thursday closest to the last day of March and is either 52 or 53 weeks long, depending on the year. References to a fiscal year of AMC Entertainment or to a pro forma fiscal year are to the 52 or 53 week period ending in that year. For example, AMC Entertainment's fiscal 2005 ended on March 31, 2005. Loews' fiscal year was based on the calendar year, the last one of which ended on December 31, 2005.

Who We Are

        We are one of the world's leading theatrical exhibition companies based on total revenues. As of December 29, 2005, on a pro forma basis, we owned, operated or held interests in 425 theatres with a total of 5,739 screens, of which approximately 81% were located in the United States and Canada and the balance were located in attractive international markets. We believe that we have one of the most modern theatre circuits among the world's major theatre exhibitors. Our circuit of high-performing theatres is primarily located in large, urban markets where we have a strong market position which allows us to maximize revenues and manage our costs effectively. For the 52 weeks ended March 31, 2005, on a pro forma basis, we had revenues of $2.5 billion and a loss from continuing operations of $116.0 million. For the 39 weeks ended December 29, 2005, on a pro forma basis, we had revenues of $1.8 billion and a loss from continuing operations of $109.4 million.

        In the United States, on a pro forma basis, we operate 324 theatres with 4,498 screens in 29 states and the District of Columbia. We have a significant presence in major urban "Designated Market

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Areas," or "DMAs" (television market areas as defined by Nielsen Media Research) and for the 52 weeks ended December 29, 2005, on a pro forma basis, we had the number one or two market share in 22 of the top 25 DMAs, including the number one market share in New York City, Chicago, Dallas and Boston. As of December 29, 2005, on a pro forma basis, we had an average of 14.1 screens per theatre, which we believe to be the highest among the major U.S. and Canadian theatre exhibitors. Our U.S. and Canadian theatre circuit represented 90% of our pro forma revenues for the 52 weeks ended March 31, 2005.

        The following table provides detail with respect to the geographic location of our pro forma U.S. and Canadian theatre circuit as of December 29, 2005:

(1)

Included in the above table are six theatres and 64 screens that the combined company manages or in which it has a partial interest.

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        Our international circuit principally includes theatres in Mexico, South America and Spain. In Mexico, we own and operate theatres primarily located in the Mexico City Metropolitan Area, or MCMA, through Grupo Cinemex, S.A. de C.V., or Cinemex. We believe that we have the number one market share in the MCMA with an estimated 48% of MCMA box office revenues in 2005. We participate in 50% joint ventures in South America (Hoyts General Cinema South America, or HGCSA) and Spain (Yelmo Cineplex, S.L. or Yelmo). In addition, we have eight wholly-owned theatres in Europe. Our wholly-owned international circuit represented 10% of our pro forma revenues for the 52 weeks ended March 31, 2005.

        Revenues from our international circuit historically have been sufficient to fund its ongoing operating costs, and the debt of our international subsidiaries and joint ventures is non-recourse to our domestic business. Although we do not consolidate our joint ventures, these ventures can be a source of cash for us. For example, in July 2005, Loews received a distribution from its South Korea circuit, Megabox Cineplex, Inc., or Megabox, of approximately $11.9 million (12.3 billion South Korean won), net of local withholding taxes. In addition, in December 2005, Loews sold its 50% stake in Megabox, which sale generated approximately $78.4 million (79.5 billion South Korean won) in proceeds, net of local withholding taxes. We hold the proceeds of the sale in cash on our balance sheet and may use it to reduce outstanding debt in the future.

        The following table provides detail with respect to the geographic location of our pro forma international theatre circuit as of December 29, 2005:

(1)

Included in the above table are 45 theatres and 479 screens that the combined company manages or in which it has a partial interest.

(2)

Operated through HGCSA.

(3)

Includes 27 theatres with 311 screens operated through Yelmo.

Our Competitive Strengths

        Key characteristics of our business that we believe make us a particularly effective competitor against other theatrical exhibition companies and position us well for future growth include:

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our leading market position;



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our modern theatre circuit;



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our highly productive theatres;



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our broad major market coverage with prime theatre locations;

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our leading position in attractive international markets;



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our strong free cash flow generation; and



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our proven management team.

        Market Leader.     The Mergers combined two leading theatrical exhibition companies, each with a long history of operating in the industry. We are now one of the world's leading theatrical exhibition companies based on total revenues, enjoying geographic market diversification and leadership in major markets worldwide. As of December 29, 2005, on a pro forma basis, we owned, operated or held interests in a geographically diverse theatre circuit consisting of 425 theatres and 5,739 screens. We believe the scale of our operations provides a competitive advantage and allows us to achieve economies of scale.

        Modern Theatre Circuit.     We are an industry leader in the development and operation of megaplex theatres, typically defined as a theatre 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 our introduction of the megaplex in 1995 has led to the current industry replacement cycle, which has accelerated the obsolescence of older, smaller theatres by setting new standards for moviegoers. We continually upgrade the quality of our theatre circuit by adding new screens through new builds (including expansions) and acquisitions and by disposing of older screens through closures and sales. From April 1995 through December 29, 2005, on a combined basis, AMCE and Loews built 188 theatres with 3,437 new screens, acquired 431 theatres with 3,007 screens and disposed of 649 theatres with 3,826 screens. As of December 29, 2005, 3,154 or approximately 68% of our pro forma screens in the United States and Canada were located in megaplex theatres. The average number of screens per theatre of AMCE and Loews, on a combined basis, in the United States and Canada increased from 11.2 at the end of 2001 to 14.1 as of December 29, 2005, which was well above the NATO average of 6.5 and indicative of the extent to which we have upgraded our theatre circuit.

        Highly Productive Theatres.     Our theatres are generally among the most productive in the markets in which they operate. As measured by Rentrak, we operated 26 of the top 50 theatres in the United States and Canada in terms of box office revenues for the 52 weeks ended December 29, 2005 on a pro forma basis. Our next closest competitor operated six of the top 50. In addition, for the 52 weeks ended December 29, 2005, on a pro forma basis, our theatre circuit in the United States and Canada produced box office revenues per screen at rates approximately 38% higher than the industry average, as measured by Rentrak.

        Broad Major Market Coverage in the United States with Prime Theatre Locations.     Our theatres are generally located in large, urban markets, giving us a breadth of market coverage that places us in most major markets in the United States. As of December 29, 2005, on a pro forma basis, we operate in 92% of the Top 25 DMAs. Our theatres are usually located near or within developments that include retail stores, restaurants and other activities that complement the movie-going experience.

        Leading Positions in Attractive International Markets.     We have a significant presence in our principal international markets. Cinemex has the number one market share in the MCMA with an estimated 48% of box office revenues in 2005. Our HGCSA joint venture is one of the leading exhibitors in Argentina and Chile, with leading market shares in Buenos Aires (Argentina) and Santiago (Chile). Our joint venture in Spain operates one of Spain's largest film exhibitors based on attendance, with theatres located in large urban markets, including Madrid and Barcelona. Our international circuit is comprised of modern theatres with an average of 11.5 screens per theatre. Our international markets tend to have a significantly higher population per screen and lower attendance

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frequency than the U.S. markets, and we believe that we are well-positioned to benefit from the potential growth in these markets.

        Strong Free Cash Flow Generation.     In future years, after anticipated cash obligations for interest, taxes and capital expenditures, we expect to generate enough free cash flow to repay debt and to invest in our business.

        Proven Management Team.     Our highly experienced senior management team has an average of 24 years of experience in the theatrical exhibition industry. Management has successfully integrated a number of acquisitions and has demonstrated the ability to successfully manage our business through all industry and economic cycles, including the years from 1999 to 2001 when all but one of our peer competitors declared bankruptcy.

Our Strategy

        Our strategic plan has three principal elements:

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



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



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

        Maximizing Operating Efficiencies.     We believe the fundamentals of our business include maximizing revenues, managing our costs and improving our margins. For example, since fiscal 2001, AMCE has implemented key initiatives in each of these areas, which have resulted in the following:

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theatre revenues per patron for AMCE have increased by a 5.2% compound annual growth rate, or CAGR, over the last five years, which resulted in a per patron increase of greater than $2.00 over this period; and



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general and administrative expenses: other for AMCE declined from 5.1% of revenues in fiscal 1999 to 2.8% in fiscal 2005.

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

        As a recognized leader in the development and operation of megaplex theatres and based upon our financial resources, we believe that we will continue to have attractive new build opportunities presented to us by real estate developers and others. We intend to selectively pursue new build opportunities where the characteristics of the location and the overall market meet our strategic and financial return criteria. As of December 29, 2005, on a pro forma basis, AMCE and Loews combined had 3 theatres with 38 screens under construction and scheduled to open in fiscal 2006 in the United States and Mexico.

        There are approximately 590 theatrical exhibitors in the United States and Canada, and the top five exhibitors account for approximately 52% of the industry's screens. This statistic is up from 34% in 1999 and is evidence that the theatrical exhibition business in the United States and Canada has been consolidating. AMCE and Loews each played a key role in this consolidation process from 2002 through 2004, with AMCE acquiring three domestic theatre operators with a total of 737 screens and Loews acquiring two domestic theatre operators with a total of 185 screens. We intend to continue to assess strategic acquisition opportunities as they present themselves.

        We believe that a major factor that further differentiates us from our competitors and has contributed to our overall theatre portfolio quality has been our proactive effort to close or dispose of

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older, underperforming theatres. Since fiscal 1995, our last fiscal year before the first megaplex theatre opened, we have closed or disposed of 3,826 screens on a combined basis, 1,368 of which were owned by AMCE at the time of disposal, 2,338 of which were owned by Loews and 120 of which will be disposed of to comply with the U.S. Department of Justice requirements for approval of the Mergers. We have identified 35 multiplex theatres with 278 screens that we may close over the next one to three years due to the expiration of leases or early lease terminations. 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.

        The following table sets forth historical and pro forma information of AMCE and Loews, on a combined basis, concerning new builds (including expansions), acquisitions and dispositions (including disposals to comply with the U.S. Department of Justice requirements for approval of the Mergers) and end of period theatres and screens owned or operated through December 29, 2005:

(1)

Excludes 51 theatres and 543 screens that the combined company manages or in which it has a partial interest.

(2)

Through December 29, 2005.

        Enhancing and Extending Our Business and Brands.     We believe there are opportunities to increase our core and ancillary revenues and build brand equity through enhancements of our business, new product offerings and strategic marketing initiatives. We have also explored numerous ways to grow our ancillary revenues, which are traditionally high growth, high margin prospects. For example:

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AMC Entertainment was a founding member and currently owns approximately 29% of National CineMedia, LLC, a cinema screen advertising venture representing approximately 13,500 U.S. and Canadian theatre screens (of which 11,000 will be equipped with digital projection capabilities by the end of fiscal 2006) and reaching more than 560 million movie guests annually;



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AMC Entertainment was a founding partner and currently owns approximately 27% of MovieTickets.com, an Internet ticketing venture representing over 9,300 screens; Loews is a shareholder of Fandango, an on-line movie ticketing company that Loews founded with several other exhibitors and which represents approximately 12,500 screens;



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AMC Entertainment's MovieWatcher frequent moviegoer loyalty program has been the largest program in the industry with approximately 1.8 million active members; and

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AMC Entertainment introduced the AMC Entertainment Card in October 2002, the first stored valued gift card sold circuit wide in the industry. AMC Entertainment sells the card through several marketing alliances at approximately 38,000 retail outlets throughout the United States and Canada.

The Industry

        Motion picture theatres are the primary distribution channel for new motion picture releases and we believe that the theatrical success of a motion picture is often the most important factor in establishing its value in the other parts of the product life cycle (DVD/videocassette, cable television and other ancillary markets).

        Theatrical exhibition has demonstrated long-term steady growth. U.S. and Canada box office revenues increased by a 4.5% CAGR over the last 20 years, driven by increases in both ticket prices and attendance. Ticket prices have grown steadily over the past 20 years, growing at a 3% CAGR. Historically, the industry has experienced swings in attendance from time to time. Since 1970, the industry in the United States and Canada has experienced seven distinct attendance cycles, with attendance downturns ranging from one to two years at an average decline of 8%. Most recently, attendance peaked at 1.639 billion in 2002, marking a 45-year high. However, attendance has since declined in 2003, 2004 and 2005. Ultimately, however, attendance has trended upward from 1970 to present, growing at a 1.2% CAGR. In 2005, box office revenues declined approximately 5.7% as compared to the prior year, which in our view is principally the result of the popularity of film product.

        We believe the movie-going experience continues to provide an attractive value for consumers because it is a convenient and affordable option when compared to other forms of out-of-home entertainment. The average ticket price in the United States and Canada was $6.41 in 2005, which is considerably less than other forms of out-of-home entertainment such as concerts and sporting events.

        Since 1995, when megaplex theatres were introduced, U.S. and Canada screen count has grown from 27,000 to approximately 37,000 at the end of 2005. According to NATO and the Motion Picture Association 2004 MPAA Market Statistics, average screens per theatre have increased from 3.8 in 1995 to 6.5 in 2005, which we believe is indicative of the industry's development of megaplex theatres.

Recent Developments

        In July 2004, LCE Holdings, a company formed by investment funds affiliated with Bain Capital Partners, LLC, or Bain Capital Partners, The Carlyle Group, and Spectrum Equity Investors acquired 100% of the capital stock of Loews and, indirectly, Cinemex, for an aggregate purchase price of approximately $1.5 billion. The purchase of Loews and Cinemex was financed with borrowings by Loews under its senior secured credit facility, the issuance of the Tendered Loews Notes (as defined below) and cash equity investments by Bain Capital Partners, The Carlyle Group and Spectrum Equity Investors. Prior to the closing of the acquisition, Loews sold all of its Canadian and German film exhibition operations to its former investors, who indemnified Loews for certain potential liabilities in connection with those sales. In this prospectus, we refer to the transactions described in this paragraph and the payment of fees and expenses related thereto, along with the South Korea Transaction (as defined and described below), as the "Loews Transactions."

        In December 2004, AMC Entertainment completed a merger in which it was acquired by Holdings, a newly created investment vehicle owned by J.P. Morgan Partners (BHCA) L.P. and certain other affiliated funds managed by J.P. Morgan Partners, LLC (collectively, "JPMP") and Apollo Investment Fund V, L.P. and certain related investment funds (collectively, "Apollo") and certain other co-investors. Marquee Inc. ("Marquee"), a wholly-owned subsidiary of Holdings, merged with and into AMC Entertainment, with AMC Entertainment as the surviving entity. Pursuant to the terms of the merger, each issued and outstanding share of AMC Entertainment's common stock and Class B stock was

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converted into the right to receive $19.50 in cash and each issued and outstanding share of AMC Entertainment's preferred stock was converted into the right to receive $2,727.27 in cash. The total value of the merger and related transactions was approximately $2.0 billion (approximately $1.67 billion in equity and the assumption of $750 million in debt less $397 million in cash and equivalents). Following consummation of the merger, AMC Entertainment became a privately held company, wholly-owned by Holdings. Holdings was owned by JPMP, Apollo, other co-investors and by certain members of management at that time. The consideration paid in the merger was funded with the proceeds from the issuance of AMC Entertainment's 8 ⁵ / 8 % senior fixed rate notes due 2012 and senior floating rate notes due 2010, the proceeds from the issuance of Holdings' 12% senior discount notes due 2014, equity contributions by JPMP, Apollo and the other co-investors and cash on hand. Concurrently with the consummation of the merger, AMC Entertainment entered into an amendment to its existing $175.0 million revolving credit facility. In this prospectus, we refer to the transactions described in this paragraph and the payment of fees and expenses related thereto as the "Marquee Transactions."

        In March 2005, AMC Entertainment contributed certain assets consisting of fixed assets and exhibitor agreements of National Cinema Network, Inc. ("NCN") to a new joint venture with Regal Entertainment Group called National CineMedia, LLC ("NCM"). The new company engages in the marketing and sale of cinema screen advertising and promotions products, business communications and training services, and the distribution of digital alternative content. AMC Entertainment paid termination benefits related to the displacement of certain NCN associates. In consideration of the NCN contributions described above, NCM issued a 37% interest in its Class A units to NCN. Since that date, AMC Entertainment's interest in NCM has declined to 29% due to the entry of new investors.

        In March 2005, AMC Entertainment commenced an organizational restructuring related to functions at its home office in Kansas City, Missouri and its film office in Los Angeles, California. AMC Entertainment's new organizational system flattened management structure and aligned systems, resources and areas of expertise to promote faster communication. The primary goal of the restructuring was to create a simplified organizational structure to enable AMC Entertainment to position itself in a manner it believes will best serve its existing guests while setting the stage to handle growth with improved infrastructure.

        AMC Entertainment recorded $4.9 million and $3.9 million of expenses related to one-time termination benefits and other costs related to the displacement of approximately 200 associates as part of the organizational restructuring and the contribution of assets by NCN to NCM during fiscal 2005 and fiscal 2006, respectively.

        In June 2005, AMC Entertainment sold four of its five theatres in Japan for a sales price of approximately $44.8 million and, on September 1, 2005, sold its remaining Japanese theatre for a sales price of approximately $8.6 million. These operations met the criteria for reporting as discontinued operations. Under GAAP, AMC Entertainment was required to reclassify previously reported prior period financial statements to reflect the discontinued operations. On October 7, 2005, AMC Entertainment filed a Current Report on Form 8-K that provided certain financial information that would have been required to be included in its Annual Report on Form 10-K for fiscal 2006. The historical financial information included in this prospectus, as well as the historical financial data of AMC Entertainment included in this prospectus, has been revised and updated from its original presentation to incorporate the following:

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The reclassification of the results of operations for certain assets that AMC Entertainment sold on June 30, 2005 and September 1, 2005 that meet the criteria for discontinued operations to be presented as such in accordance with Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, and the addition to Note 3 to the notes to AMC Entertainment's consolidated financial statements;

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Reclassifications and footnote disclosure updates to conform to the presentation in AMC Entertainment's Quarterly Report on Form 10-Q for the period ended June 30, 2005; and



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Reclassifications in "Management's Discussion and Analysis of Financial Condition and Results of Operations" to conform to the presentation in AMC Entertainment's Quarterly Report on Form 10-Q for the period ended June 30, 2005.

        In December 2005, Loews sold its 50% interest in Megabox (the "South Korea Transaction"), Loews' joint venture in South Korea, which sale generated approximately $78.4 million (79.5 billion South Korean won) in proceeds, net of local withholding taxes. In this prospectus, we refer to the South Korea Transaction as part of the Loews Transactions. We hold the proceeds of the sale in cash on our balance sheet and may use it to reduce outstanding debt in the future.

        In January, 2006 AMC Entertainment agreed to sell its interests in AMC Entertainment España S.A., which owns and operates 4 theatres with 86 screens in Spain, and Actividades Multi-Cinemas E Espectáculos, LDA, which owns and operates 1 theatre with 20 screens in Portugal. Sales of the two entities are part of one pending transaction, which is expected to close in the first fiscal quarter of 2007 and is subject to customary closing conditions for transactions of this type, including approval from relevant anti-trust authorities.

The Mergers

        On January 26, 2006, Holdings merged with LCE Holdings, the parent of Loews, with Holdings continuing as the holding company for the merged businesses, and Loews merged with and into AMC Entertainment, with AMC Entertainment continuing after the merger. The previous stockholders of Holdings, including affiliates of J.P. Morgan Partners, LLC and Apollo Management, L.P., currently hold approximately 60% of its outstanding capital stock, and the previous stockholders of LCE Holdings, including affiliates of Bain Capital Partners, The Carlyle Group and Spectrum Equity Investors (collectively with J.P. Morgan Partners, LLC and Apollo Management, L.P., the "Sponsors"), currently hold approximately 40% of the outstanding capital stock. We financed the Mergers and the refinancing of AMC Entertainment's and Loews' existing indebtedness as described below.

        The Mergers were subject to antitrust approvals that have resulted in agreements with the Department of Justice and Attorney Generals of California, Washington and the District of Columbia to divest ten theatres and 120 screens in seven U.S. markets. For the 52 weeks ended March 31, 2005, on a pro forma basis, these theatres in the aggregate comprised $82.1 million of total revenues.

        After completion of the Mergers, we have continued to be one of the world's leading theatrical exhibition companies based on total revenues. We expect to achieve corporate overhead savings as a result of actions that we expect to take during the first six months following completion of the Mergers, including the elimination of duplicative facilities and services, enhancing operating efficiencies in areas such as advertising and field support and theatre-level staffing, and realizing economies of scale in several areas, most notably in purchasing and contracting for services and supplies.

The Financing Transactions

        Concurrently with the closing of the Mergers, we entered into the following financing transactions:

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our new senior secured credit facility, consisting of a $650.0 million term loan facility and a $200.0 million revolving credit facility;



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our offering of $325.0 million in aggregate principal amount of 11% Senior Subordinated Notes due 2016, which we refer to in this prospectus as the "original notes";

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the termination of AMC Entertainment's existing senior secured credit facility, under which no amounts were outstanding, and the repayment of all outstanding amounts under Loews' existing senior secured credit facility and the termination of all commitments thereunder; and



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the completion of the tender offer and consent solicitation, which we refer to in this prospectus as the "Tender Offer," for all $315.0 million aggregate principal amount of Loews' 9.0% senior subordinated notes due 2014, or the Tendered Loews Notes.

        We refer collectively to the Mergers, the Tender Offer, the issuance of the original notes, the repayment of all outstanding amounts under AMC Entertainment's existing senior secured credit facility and Loews' existing senior secured credit facility, the consummation of the other financing transactions described above, and the divestitures described above throughout this prospectus as the "Merger Transactions."