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

December 115, 2010

Date of Report (Date of earliest event reported)

MARQUEE HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware	1-33344	77-0642885
(State of Incorporation)	(Commission File Number)	(IRS Employer
		Identification Number)

920 Main Street

Kansas City, Missouri 64105-1977

(Address, including zip code, of registrant’s
principal executive offices)

(816) 221-4000

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

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:

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

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

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

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

Item 7.01 Regulation FD Disclosure

On December 1, 2010, AMC Entertainment Inc. (“AMCE”), a wholly-owned subsidiary of Marquee Holdings Inc. (the “Company”) announced its intent to offer through a private placement, $600 million aggregate principal amount of Senior Subordinated Notes due 2020 (the “Notes”), subject to market and other conditions. The press release related to the Notes is attached as Exhibit 99.1 and is incorporated herein by reference.

AMCE also announced today that it intends to commence a cash tender offer (the “AMCE Tender Offer”) to purchase any and all of its outstanding $325.0 million aggregate principal amount of its 11% Senior Subordinated Notes due 2016 (the “2016 Senior Subordinated Notes”) with the proceeds from its concurrent private placement described above. In connection with the AMCE Tender Offer, AMCE is soliciting consents (“AMCE Consents”) from holders of the 2016 Senior Subordinated Notes to certain proposed amendments, which would eliminate substantially all of the restrictive covenants and certain events of default and reduce the required notice period contained in the optional redemption provision of the indenture, as amended from time to time, dated as of January 26, 2006, between AMCE, the guarantors party thereto and HSBC Bank USA, National Association, as trustee, pursuant to which the 2016 Senior Subordinated Notes were issued.

AMCE also intends to distribute a portion of the net proceeds from the private placement described above to the Company, in connection with the Company’s cash tender offer to purchase (the “Company Tender Offer” and, together with the AMCE Tender Offer, the “Tender Offers”) the Company’s outstanding $240.8 million aggregate principal amount of 12% Senior Discount Notes due 2014 (the “2014 Company Notes”) announced by the Company today. In connection with the Company Tender Offer, the Company is soliciting consents (“Company Consents” and, together with “AMCE Consents”, “Consent Solicitations”) from holders of the 2014 Company Notes to certain proposed amendments, which would eliminate substantially all of the restrictive covenants and certain events of default and reduce the required notice period contained in the optional redemption provision of the indenture, as amended from time to time, dated as of August 18, 2004, between the Company and HSBC Bank USA, National Association, as trustee, pursuant to which the Company Notes were issued.

The press release related to the Tender Offers and the Consent Solicitations is attached as Exhibit 99.2, and is incorporated herein by reference.

The Company is disclosing under Item 7.01 of this Current Report on Form 8-K the information attached to this Report as Exhibit 99.3, which information is incorporated by reference herein. This information, which has not been previously reported, is excerpted from a Final Confidential Offering Circular that is being disseminated in connection with the Notes offering described above.

The Company is furnishing the information in this Current Report on Form 8-K to comply with Regulation FD. Such information shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. Notwithstanding the foregoing, the information attached hereto as Exhibit 99.3 and disclosed under Item 7.01 of this Current Report on Form 8-K is incorporated by reference in the Offer to Purchase and Consent Solicitation Statement dated December 1, 2010 of AMCE and the Company with respect to any and all of the 2016 Senior Subordinated Notes and the 2014 Company Notes.

Item 8.01 Other Events

~~AMCE~~On ~~announced~~December 15, ~~that~~2010, itAMC ~~intends~~Entertainment ~~to seek~~Inc. ~~approval~~(“AMCE”), ~~from~~a ~~its~~wholly-owned ~~lenders~~subsidiary toof ~~its~~Marquee ~~Credit~~Holdings ~~Agreement~~Inc. ~~dated~~(the ~~January 26~~“Company”), ~~2006~~ ~~with~~issued ~~Citicorp~~a ~~North~~press ~~America~~release announcing, among other things, that as of 5:00 ~~Inc~~p.m. New York City time on December 14, as2010 ~~administrative~~(the ~~agent~~“Consent Date”), ~~as amended~~holders of $95,098,000 ~~and~~principal ~~the~~amount, ~~lenders~~or ~~party~~approximately ~~thereto~~29%, ~~with~~of ~~respect~~AMCE’s 11% Senior Subordinated Notes due 2016 (the “2016 Senior Subordinated Notes”) had tendered their 2016 Senior Subordinated Notes and consented to certain proposed amendments to the indenture under which the 2016 Senior ~~Secured~~Subordinated ~~Credit~~Notes ~~Facility~~were issued pursuant to AMCE’s previously announced cash tender offer and consent solicitation. ~~The amendments~~ In addition, ~~among~~the ~~other~~press ~~things~~release announced that holders of $215,486,000 ~~would:~~face amount (ior $170,684,306 accreted value) ~~replace~~, ~~the~~or ~~existing~~approximately ~~revolving facility~~71%, ~~with~~of athe ~~new~~Company’s ~~five~~12% ~~year~~Senior ~~revolving~~Discount ~~facility~~Notes due 2014 (~~with~~the ~~higher~~“2014 ~~interest~~Marquee ~~rates than~~Notes” and, together with the ~~existing~~2016 ~~revolving~~Senior ~~facility);~~Subordinated ~~(ii) extend~~Notes, the ~~maturity~~“Notes”) ofhad ~~term loans~~tendered ~~held~~their by2014 ~~term~~Marquee ~~lenders~~Notes ~~who~~and ~~consent~~consented to ~~such~~certain ~~extension;~~proposed ~~(iii) increase~~ amendments to the ~~interest~~indenture ~~rates~~under ~~payable~~which the 2014 Marquee Notes were issued pursuant to ~~holders~~the ofCompany’s ~~extended~~previously ~~term~~announced ~~loans;~~cash tender offer and consent solicitation. ~~(iv) include~~The ~~certain~~payment ~~other~~date ~~modifications~~ for all the Notes validly tendered and not validly withdrawn on or before the Consent Date is anticipated to be December 15, 2010. As of the Consent Date, $229,902,000 principal amount, or approximately 71%, of the 2016 Senior ~~Secured~~Subordinated ~~Credit~~Notes ~~Facility~~have innot ~~connection~~been ~~with~~tendered and $88,514,000 face amount (or $70,111,054 accreted value), or approximately 29%, of the ~~foregoing~~2014 Marquee Notes have not been tendered. The ~~There can~~tender beoffers nowill ~~assurance~~expire ~~that~~at midnight, New York City time, on December 29, 2010 and holders of Notes who validly tender their Notes after the ~~requisite~~Consent ~~lenders~~Date but on or before the expiration date will ~~agree~~only be eligible to receive their tender offer consideration and will not receive the ~~requested amendments~~consent payment.

2As a result of the receipt of the requisite consents of the holders of the 2014 Marquee Notes, the Company intends to promptly enter into a supplemental indenture with the trustee under the indenture for the 2014 Marquee Notes that, once operative, gives effect to the proposed amendments described in AMCE’s and the Company’s Offer to Purchase and Consent Solicitation Statement dated December 1, 2010. The proposed amendments will eliminate substantially all of the restrictive covenants contained in the indenture and the 2014 Marquee Notes (other than, among other covenants, the covenant to pay interest and premiums, if any, on and principal of, the 2014 Marquee Notes when due) and certain events of default and related provisions and reduce the required notice period contained in the optional redemption provisions of each indenture.

~~Item~~For ~~9.01~~additional ~~Financial~~information ~~Statements~~concerning the foregoing, a copy of the press release dated December 15, 2010 is attached hereto as Exhibit 99.1 and ~~Exhibits~~is incorporated herein by reference.

~~(d) Exhibits. The following exhibits are being filed herewith (furnished solely for purposes of~~ Item 79.01 ofFinancial ~~this~~Statements ~~Form 8-K):~~and Exhibits

~~99.1 Press Release of AMCE Relating to the Notes Offering, dated December~~(d) ~~1, 2010~~Exhibits.

99.2 Press Release of AMCE and the Company Relating to the Tender Offers and the Consent Solicitations, dated December 1, 2010.

Exhibit No.		Description
99.1		Press Release of AMCE and the Company Relating to the Preliminary Results of Tender Offers and the Consent Solicitations, dated December 15, 2010.

~~99.3 Disclosure regarding AMCE in connection with the distribution of the Final Confidential Offering Circular for the Notes.~~2

3SIGNATURES

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

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

	MARQUEE HOLDINGS INC.


Date: December 15, 2010	By:	/s/ CRAIG R. RAMSEY
		Craig R. Ramsey
		Executive Vice President and Chief Financial Officer

	MARQUEE HOLDINGS INC.
Date: December 1, 2010	By:	/s/ CRAIG R. RAMSEY
		Craig R. Ramsey
		Executive Vice President and Chief Financial Officer

4EXHIBIT INDEX

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release of AMCE and the Company to the Preliminary Results of Tender Offers and the Consent Solicitations, dated December 15, 2010.

Exhibit Number		Document Description
99.1		Press Release of AMCE Relating to the Notes Offering, dated December 1, 2010.
99.2		Press Release of AMCE and the Company Relating to the Tender Offers and the Consent Solicitations, dated December 1, 2010.
99.3		Disclosure regarding AMCE in connection with the distribution of the Final Confidential Offering Circular for the Notes.

Filing Compare · Marquee Holdings Inc.