
<PAGE>

                                                                   EXHIBIT 2.9b


                         CERTIFICATE OF OWNERSHIP AND MERGER
                                       MERGING
                    AMC PHILADELPHIA, INC., A DELAWARE CORPORATION
                                         INTO
                 AMERICAN MULTI-CINEMA, INC., A MISSOURI CORPORATION
                 ---------------------------------------------------


    American Multi-Cinema, Inc., a corporation organized and existing under the
laws of the state of Missouri, 

    DOES HEREBY CERTIFY:

         FIRST:  That this corporation was incorporated on the 25th day of
July, 1968, pursuant to The General and Business Corporation Law of the State of
Missouri.

         SECOND:  Pursuant to Section 351.458 of The General and Business
Corporation Law of the State of Missouri, a foreign subsidiary corporation may
merge into a corporation organized and existing under the laws of the State of
Missouri.

         THIRD:  American Multi-Cinema, Inc. owns all of the outstanding shares
of the sole class of stock of AMC Philadelphia, Inc., a corporation incorporated
on the 1st day of December, 1986, pursuant to the General Corporation Law of the
State of Delaware.

         FOURTH:  That this corporation, by the following resolutions of its
Board of Directors, duly adopted by unanimous written consent of its members,
filed with the minutes of the Board on the 28th day of March, 1997, determined
to and did merge into itself said AMC Philadelphia, Inc.:

         WHEREAS, it is in the best interests of this corporation to enter
    into a Plan and Agreement of Liquidation and Merger with AMC
    Philadelphia, Inc. ("AMCP"), a Delaware corporation, pursuant to which
    AMCP will be merged into and with this corporation;

         NOW, THEREFORE, BE IT RESOLVED, that the Plan and Agreement of
    Liquidation and Merger (the "Plan") dated this date between this
    corporation and AMCP, a copy of which is attached hereto and
    incorporated herein by this reference, be, and it hereby is, adopted
    and approved in all respects as and for a binding obligation of this
    corporation; and

<PAGE>

         FURTHER RESOLVED, that the Chairman, or any Executive Vice
    President of this corporation be, and each of such officers hereby is,
    authorized and directed in the name of and on behalf of this
    corporation, and under its corporate seal attested by its Secretary or
    any Assistant Secretary, to execute, seal, verify, acknowledge and
    deliver the Plan substantially in the form attached hereto, with such
    changes therefrom, if any, as the officer executing the same may
    approve, such approval to be conclusively evidenced by the signature
    of such officer; and

         FURTHER RESOLVED, that the Chairman, or any Executive Vice
    President of this corporation be, and each of such officers hereby is,
    authorized and directed in the name of and on behalf of this
    corporation to cause a document entitled "Articles of Merger" to be
    prepared, executed, acknowledged and filed with the Missouri Secretary
    of State in accordance with the provisions of The General and Business
    Corporation Law of Missouri and to take such other action, including
    the making of one or more filings with the appropriate government
    agencies or offices of such states in which this corporation or AMCP
    is qualified to transact business, as may be necessary or appropriate
    to cause the merger to be effective in Missouri and such other states;
    and

         FURTHER RESOLVED, that the officers of this corporation be, and
    they hereby are, authorized and directed, in the name of and on behalf
    of this corporation and under its corporate seal, to execute and
    deliver all such further agreements, certificates and other
    instruments and to take all such further actions as such officer may
    consider necessary or appropriate in order to effect the merger of
    AMCP into this corporation in accordance with the terms, conditions
    and provisions of the Plan and to carry out the purpose and intent of
    these resolutions.

         FIFTH:  That this corporation survives the merger and may be served
with the process in the State of Delaware in any proceeding for enforcement of
any obligation of AMC Philadelphia, Inc. as well as for enforcement of any
obligation of the surviving corporation arising from the merger, including any
suit or other proceeding to enforce the right of any stockholder as determined
in appraisal proceedings pursuant to the provisions of Section 262 of  Title 8
of the Delaware Code, and it does hereby irrevocably appoint the Secretary of
State of Delaware as its agent to accept service of process in any suit or other
proceeding.  The address to which a copy of such process shall be mailed by the
Secretary of State of Delaware is  106 W. 14th Street, Suite 1700, Kansas City,
Missouri 64105 until the surviving corporation shall have hereafter designated
in writing to the said Secretary of State a different address for such purpose. 
Service of such process may be made by personally delivering to and leaving with
the Secretary of State of Delaware duplicate copies of such process, one of
which copies the Secretary of State of Delaware shall forthwith send by
registered mail to American Multi-Cinema, Inc. at the above address.


                                         -2-

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    IN WITNESS WHEREOF, this Certificate of Ownership and  Merger has been
executed on behalf of American Multi-Cinema, Inc. by Peter C. Brown, Executive
Vice President of the corporation, and on behalf of AMC Philadelphia, Inc. by
Peter C. Brown, Executive Vice President of the corporation, and the corporate
seal of each such corporation has been affixed hereto and attested to by the
Secretary of the respective corporations on March 31, 1997.



                                  AMERICAN MULTI-CINEMA, INC.


                                  By: /s/  Peter C. Brown
                                      Peter C. Brown, Executive Vice President

(SEAL)

ATTEST:



/s/ Nancy L. Gallagher
Nancy L. Gallagher, Secretary


                                         -3-

<PAGE>

STATE OF MISSOURI  )
                   )  ss.
COUNTY OF JACKSON  )


    I, the undersigned, a notary public, do hereby certify that on the 31st day
of March, 1997, personally appeared before me, Peter C. Brown, who, being by me
first duly sworn, declared that he is the Executive Vice President of American
Multi-Cinema, Inc., a Missouri corporation, that he signed the foregoing
document as Executive Vice President of said corporation, and that the
statements contained therein are true.

    In witness whereof, I have hereunto set my hand and affixed my official
seal the day and year last above written.


                             /s/ Susan Diane Slusler
                             Notary Public in and for said County and State


My Commission expires:


--------------------------


                                         -4-

<PAGE>

                                  AMC PHILADELPHIA, INC.


                                  By: /s/ Peter C. Brown
                                      Peter C. Brown, Executive Vice President

(SEAL)

ATTEST:



/s/ Nancy L. Gallagher
Nancy L. Gallagher, Secretary



STATE OF MISSOURI  )
                   )  ss.
COUNTY OF JACKSON  )


    I, the undersigned, a notary public, do hereby certify that on the 31st day
of March, 1997, personally appeared before me, Peter C. Brown, who, being by me
first duly sworn, declared that he is the Executive Vice President of AMC
Philadelphia, Inc., a Delaware corporation, that he signed the foregoing
document as Executive Vice President of said corporation, and that the
statements contained therein are true.

    In witness whereof, I have hereunto set my hand and affixed my official
seal the day and year last above written.


                             /s/ Susan Diane Slusler
                             Notary Public in and for said County and State


My Commission expires:


--------------------------


                                         -5-

