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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 14,As filed with the Securities and Exchange Commission on July 9, 1996
REGISTRATION NO. 333-3397
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- --------------------------------------------------------------------------------Registration No. 333-7375
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TOto
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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REGAL CINEMAS, INC.
(Exact Name of Registrant as Specified in its Charter)
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TENNESSEE 62-1412720
(State or Other Jurisdiction of (I.R.S. Employer
of Incorporation Identification Number)
or Organization) Identification Number)
7132 COMMERCIAL PARK DRIVE, KNOXVILLE, TENNESSEE 37918
(423) 922-1123
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
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HERBERT S. SANGER, JR.
1801 PLAZA TOWER
KNOXVILLE, TENNESSEE 37929
(423) 525-4600
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
COPIES TO:
F. MITCHELL WALKER, JR. KEVIN D. NORWOOD
BASS, BERRY & SIMS PLC WALLER LANSDEN DORTCH & DAVIS
FIRST AMERICAN CENTER 511 UNION STREET
NASHVILLE, TENNESSEE 37238 SUITE 2100
(615) 742-6200 NASHVILLE, TENNESSEE 37219
(615) 244-6380
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /[ ]
If the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /[X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / / _________________________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ______________________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
================================================================================================================================
Proposed Maximum Proposed Maximum Amount of
Amount to be Offering Price Per Aggregate Offering Registration
Title of Shares to be Registered Registered Share (1) Price (1) Fee
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Common Stock, no par value per share:
Previously registered ........................ 345,293 shares $44.375 $15,322,379 $5,284(2)
To be registered pursuant to this
amendment ................................. 50,877 45 2,289,465 848
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Total ................................ 396,170 $6,132
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c).
(2) Previously paid.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A)8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A)8(a), MAY
DETERMINE.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED MAY 14,JULY 9, 1996
PROSPECTUS
2,500,000396,170 SHARES
[REGALREGAL CINEMAS, LOGO]INC.
COMMON STOCK
The---------------------
All of the 396,170 shares (the "Shares") of Common Stock, no par value
(the "Common Stock"), of Regal Cinemas, Inc. (the "Company") offered hereby are
being offered by What If Enterprises, LLC, a California limited liability
company ("WIE") and David A. Jones, each a shareholder of the Company
(collectively, the "Selling Shareholders"). See "Selling Shareholders." The
Company will not receive any proceeds of this offering.
The Shares may be sold from time to time in brokerage transactions at
prevailing market prices through J.C. Bradford & Co., Wheat, First Securities,
Inc., The Robinson-Humphrey Company, Inc. or others at prices at or near the
market price or in other privately negotiated transactions. See "Plan of
Distribution."
The Company has agreed to bear all expenses (other than selling
commissions and fees and expenses of counsel and other advisors to the Selling
Shareholders) in connection with the registration and sale of the Shares being
registered hereby. Expenses to be paid by Regal Cinemas,
Inc.the Company are estimated at $80,000.
The Company has agreed to indemnify the Selling Shareholders, and Mr. Jones has
agreed to indemnify the Company, against certain liabilities under the
Securities Act of 1933, as amended (the "Company""Securities Act").
The Company's Common Stock is traded on Thethe Nasdaq Stock
Market's National Market (the "Nasdaq National Market")
under the symbol "REGL." On May 10,July 8, 1996, the last reported sale price of the
Common Stock on the Nasdaq National Market was $41.00$44 per share.
SEE "RISK FACTORS" APPEARING ON PAGES 7 THROUGH 84 AND 5 FOR MATTERS THAT SHOULD
BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SHARES OFFERED HEREBY.
----------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
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PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT(1) COMPANY(2)
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Per Share.................................... $ $ $
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Total(3)..................................... $ $ $
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(1) The CompanyNo person has agreedbeen authorized to indemnifygive any information or to make any
representations not contained or incorporated by reference in this Prospectus in
connection with the Underwriters against certain civil
liabilities, including liabilities under the Securities Act of 1933,offer described in this Prospectus and, if given or made,
such information or representations must not be relied upon as amended. See "Underwriting."
(2) Before deducting estimated expenses of $350,000 payablehaving been
authorized by the Company. (3)This Prospectus does not constitute an offer to sell
or solicitation of an offer to buy any securities offered hereby in any
jurisdiction in which it is not lawful or to any person to whom it is not lawful
to make any such offer or solicitation. Neither the delivery of this Prospectus
nor any sales made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the Company since
the date hereof or since the date of any documents incorporated herein by
reference.
The Company has granted to the Underwriters an over-allotment option to
purchase up to 375,000 additional sharesdate of Common Stock on the same terms
and conditions as set forth above. If all such shares are purchased by the
Underwriters, total Price to Public will be $ , total Underwriting
Discount will be $ , and total Proceeds to Company will be
$ . See "Underwriting."
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The shares of Common Stock are offered subject to receipt and acceptance by
the several Underwriters, to prior sale and to the Underwriters' right to reject
any order in whole or in part and to withdraw, cancel or modify the offer
without notice. Itthis Prospectus is expected that certificates for the shares will be
available for delivery on or about , 1996.
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J.C. BRADFORD & CO. MONTGOMERY SECURITIES WHEAT FIRST BUTCHER SINGER
,July __, 1996
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IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK AT
A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NASDAQ NATIONAL MARKET OR OTHERWISE. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
IN CONNECTION WITH THIS OFFERING, CERTAIN UNDERWRITERS AND SELLING GROUP
MEMBERS (IF ANY) MAY ENGAGE IN PASSIVE MARKET MAKING TRANSACTIONS IN THE
COMPANY'S COMMON STOCK ON THE NASDAQ NATIONAL MARKET IN ACCORDANCE WITH RULE
10B-6A UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE
ACT"). SEE "UNDERWRITING."
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PROSPECTUS SUMMARYCOMPANY
The following is a summary of certain information contained elsewhere or incorporated by
reference in this Prospectus. This summary is not intended to be complete and is
qualified in its entirety by reference to, and should be read in conjunction
with, the detailed information appearing elsewhere or incorporated by reference in this Prospectus.
Except as otherwise noted, all information in
this Prospectus assumes no exercise of the Underwriters' over-allotment option.
All share and per share data contained herein have been restated to give
retroactive effect to the Company's 50% stock dividends in each of December 1994
and December 1995.
THE COMPANY
Regal Cinemas, Inc.Inc, (the "Company" or "Regal") is the eighth largest
motion picture exhibitor in the United States based upon the number of screens
in operation. TheAt May 14, 1996, the Company currently operatesoperated 128 multi-screen theatres
with an aggregate of 1,006 screens. Regal also hashad 14 new theatres with 162
screens under construction and 19 screens under construction at existing
theatres andtheatres. Regal has subsequently consummated two
pending acquisitions of 1817 theatres
with 137129 screens.
The Company's strategy is to develop, acquire and operate multi-screen
theatres in mid-size metropolitan markets and suburban growth areas of larger
metropolitan markets. TheAs of May 1, 1995, the Company averagesaveraged 7.9 screens per
location, as compared to an average of 4.8 screens per location for the industry
and 5.4 screens per location for the five largest U.S. motion picture
exhibitors, as of May 1, 1995.exhibitors. Management believes that the Company's multi-screen theatres,
substantially all of which show first run movies, promote increased attendance
and maximize operating efficiencies through reduced labor costs and improved
utilization of theatre capacity. Centralized decision making, including
accounting, film licensing and concession purchasing, as well as management
incentives based on controlling theatre-level costs, contribute to the Company's
cost-efficient operations.
The Company's growth has come through the acquisition of existing
theatres and the development of new theatres. Since its inception through May
14, 1996, Regal has acquired a net of 98 theatres with 630 screens, which has
served to establish and enhance the Company's presence in selected geographic
markets. Regal anticipates that its future growth will result from the
development of new theatres, the addition of screens to existing theatres,
strategic acquisitions of theatre circuits and the development of entertainment
concepts that complement the Company's theatres. The Company currently plans to
develop 150 to 175 screens annually for the next several years. The Company
intends to locate theatres in markets that it believes are underscreenedunder screened
because of changing demographic trends or that are served by older theatre
facilities or by theatres having an insufficient number of screens. The Company
seeks to locate each theatre where it will be the sole or dominant exhibitor
within a particular geographic film licensing zone. Management believes that
approximately 66% of the Company's theatres are located in film licensing zones
in which Regal is the sole exhibitor.
Regal emphasizes patron satisfaction by providing convenient locations,
comfortable seating, spacious neon-enhanced lobby and concession areas and a
wide variety of film selections. Regal's theatre complexes feature clean, modern
auditoriums with high quality projection and digital stereo surround-sound
systems. Regal's theatres typically contain auditoriums having 100 to 500 seats,
allowing the Company to exhibit films profitably for longer periods by shifting
films from larger to smaller auditoriums within the same complex to accommodate
changing attendance levels.levels during the time a film is being exhibited. In
addition the Company promotes patron loyalty through specialized marketing
programs for its theatres and feature films.
To complement the Company's theatre development, Regal opened its first
FunScape(TM) comprehensive entertainment complex in Chesapeake, Virginia in
August 1995 and its second FunScape in Rochester, New York in February 1996.
Each complex includes a 13 screen theatre and a 50,000 square foot comprehensive
family entertainment center. The Company currently has two additional
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FunScape complexes under construction and may seek to develop additional
FunScape complexes at strategic locations.
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RECENT DEVELOPMENTS
PendingRecent Acquisitions
Georgia State Theatres, Inc. Merger. On May 30, 1996, Regal has entered into a definitive
Agreement and Plan of Merger (the "Merger Agreement") to acquireacquired
Georgia State Theatres, Inc., a Georgia corporation ("GST") for approximately 912,000940,142 shares
of Regal Common Stock in a pooling of interests transaction. GST, headquartered
in Atlanta, Georgia, has 10 first run theatres with 68 screens, including one
drive-in theatre, located in the metropolitan Atlanta, Georgia area and a
partnership in Gainesville, Georgia. Provided shareholder approval of the Merger Agreement is obtained, theThe parties intend to closeclosed the transaction and
effecteffected the merger (the "GST Merger") promptly following the special meeting of shareholders scheduled foron May 30, 1996.
Krikorian Asset Acquisition. Regal has entered into an agreement to acquire
assets consisting of eight theatres with 69 screens in California (the
"Krikorian Acquisition""Acquisition") from an individual, George Krikorian, and corporations controlled
by him (collectively, "Krikorian"). ConsiderationOn May 31, 1996, the Company consummated the
acquisition of seven of the theatres with 61 screens for consideration of
428,038 shares of Regal Common Stock and approximately $12.9 million in cash.
The Company anticipates closing the acquisition of the eighth theatre upon
satisfaction of certain conditions to closing applicable to that theatre. The
aggregate consideration for the transaction is anticipated to be approximately
470,000 shares of Regal Common Stock and approximately $14.1 million in cash.
The 428,038 shares issued as partial consideration for the Acquisition were
issued to be paidWIE. Of such shares, 345,293 are being sold in cash at closing.this offering pursuant
to certain registration rights granted to WIE. See "Selling Shareholders."
The Company anticipates closing this acquisition duringwas incorporated under the second quarter of 1996.
THE OFFERING
Common Stock offered....................................... 2,500,000 shares
Common Stock to be outstanding after the offering.......... 20,024,379 shares(1)
Use of proceeds............................................ To repay indebtedness
Nasdaq National Market symbol.............................. REGL
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(1) Excludes 2,026,407 shares of Common Stock reserved for issuance upon
exercise of options granted pursuant to the Company's existing stock option
plans, 156,512 shares issuable upon the exercise of outstanding warrants
and an estimated 1,382,000 shares to be issued upon consummationlaws of the GST
MergerState of Tennessee
in November 1989. Regal's principal office is located at 7132 Commercial Park
Drive, Knoxville, Tennessee 37918, and the Krikorian Acquisition.
4its telephone number is (423) 922-1123.
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SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA
(IN THOUSANDS, EXCEPT PER SHARE AND OPERATING DATA)
The summary consolidated financial data set forth below as of and for each
of the fiscal years ended December 30, 1993, December 29, 1994 and December 28,
1995, and as of and for each of the three-month periods ended March 30, 1995 and
March 28, 1996, are derived from the financial statements of Regal. Regal began
operations in 1990 and operates on a fiscal year ending on the Thursday closest
to December 31. This information should be read in conjunction with the
historical financial statements and notes thereto contained in the Regal Annual
Report on Form 10-K/A with respect to the fiscal years and contained in the
Regal Quarterly Report on Form 10-Q with respect to the three-month periods,
which are incorporated by reference herein. See "Available Information" and
"Incorporation of Certain Information by Reference."
The pro forma summary financial data set forth below have been prepared on
a consolidated basis based upon the historical financial statements of Regal and
GST. The pro forma information gives effect to the GST Merger accounted for as a
pooling of interests, based upon an assumed conversion of 912,000 shares of
Regal Common Stock for all shares of GST Common Stock outstanding. In addition,
the pro forma statement of income data and pro forma operating data give effect
to the Krikorian Acquisition as if the acquisition had occurred at the beginning
of the periods presented. Pro forma balance sheet data as of March 28, 1996,
also give effect to the Krikorian Acquisition.
PRO FORMA PRO FORMA
FISCAL YEAR ENDED FISCAL YEAR THREE MONTHS ENDED THREE
------------------------------------------ ENDED --------------------- MONTHS ENDED
DECEMBER 30, DECEMBER 29, DECEMBER 28, DECEMBER 28, MARCH 30, MARCH 28, MARCH 28,
1993 1994 1995 1995 1995 1996 1996
------------ ------------ ------------ ------------ --------- --------- ------------
STATEMENT OF INCOME
DATA(1):
Revenues................. $119,905 $159,665 $190,093 $226,043 $36,701 $52,243 $ 59,505
Operating income......... 14,096 19,464 32,967 36,166 4,762 8,541 8,882
Income before
extraordinary item..... 6,436 9,620 17,685 18,488(2) 2,372 4,472 4,549(2)
Extraordinary item net of
tax:
Gain (loss) on
extinguishment of
debt................. 190 (1,752) (448) -- --
------------ ------------ ------------ --------- ---------
Net income............... 6,626 7,868 17,237 2,372 4,472
Preferred stock
dividends.............. (430) (50) -- -- --
------------ ------------ ------------ --------- ---------
Net income applicable to
common stock........... $ 6,196 $ 7,818 $ 17,237 $ 2,372 $ 4,472
============ ============ ============ ========= =========
Earnings per common
share:
Primary................ $ .50 $ .46 $ .96 $ .95(3) $ .13 $ .24 $ .23(3)
Fully diluted.......... $ .46 $ .46 $ .95 $ .94(3) $ .13 $ .24 $ .23(3)
Weighted average shares
and equivalents
outstanding:
Primary................ 12,320 16,832 18,042 19,478 17,973 18,334 19,716
Fully diluted.......... 14,320 16,947 18,156 19,592 17,973 18,402 19,784
OPERATING DATA(1)(4):
Theatre locations........ 94 117 125 143 119 125 143
Screens.................. 630 803 972 1,109 832 979 1,116
Average screens per
location............... 6.7 6.9 7.8 7.8 7.0 7.8 7.8
Theatre level cash flow
(in thousands)(5)...... $ 26,753 $ 38,554 $ 51,429 $ 58,030 $ 8,278 $13,514 $ 14,575
AS OF
MARCH 28, 1996
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PRO FORMA
ACTUAL AS ADJUSTED(6)
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BALANCE SHEET DATA:
Total assets.......................................................... $244,564 $284,993
Total long-term debt, including current maturities.................... 105,050 25,015
Total shareholders' equity............................................ 106,860 222,307
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(1) 1993 and 1994 results are restated to give retroactive effect to the
Company's mergers with Litchfield Theatres, Inc. in 1994 (the "Litchfield
Merger") and Neighborhood Entertainment, Inc. in 1995 (the "Neighborhood
Merger"), each of which were accounted for as a pooling of interests. 1995
results are restated to give retroactive effect to the Neighborhood Merger.
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(2) The pro forma consolidated statements of income do not reflect certain
estimated non-recurring charges aggregating approximately $1.5 million
(approximately $1.1 million after tax) with respect to expenses associated
with the GST Merger, costs associated with refinancing GST's indebtedness
and amounts payable under compensation arrangements with certain GST
officers. Regal expects that those expenses will be reflected in its
results of operations for the period in which the GST Merger is
consummated.
(3) Pro forma primary and fully diluted per share data are based on pro forma
income from continuing operations.
(4) Theatre locations and screens are stated at the end of the respective
periods.
(5) Theatre level cash flow represents total revenues less film rental and
booking costs, cost of concessions and theatre operating expenses. Theatre
level cash flow is included because the Company believes that certain
investors find it useful in analyzing companies in the motion picture
exhibition industry.
(6) Adjusted to reflect the sale by the Company of 2,500,000 shares of Common
Stock offered hereby and the application of the estimated net proceeds
therefrom. See "Use of Proceeds."
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RISK FACTORS
In addition to the other information included or incorporated by reference in this Prospectus, the following
factors should be considered carefully in evaluating an investment in the Common
Stock offered hereby.
Growth Rate and Integration of Acquisitions. Regal has experienced
substantial growth since its formation through the acquisition of existing
theatres and development of new theatres. During 1995, the Company added a net
of 169
screens. In addition, the Company hasrecently completed two pending acquisitions pursuant
to which the Company expects to acquire 18of 17
theatres with an aggregate of 137
screens during 1996. The closing of each acquisition is subject to certain
customary conditions, including approval of the GST Merger by GST shareholders.129 screens. Given the magnitude of these
acquisitions, there can be no assurance that the challenge of assimilating the
acquisitions and managing the larger overall business operations will not have
an adverse effect on Regal's results of operations, especially in the short
term. See "Business -- Growth Strategy."
Expansion Plans. Regal's continued ability to expand will depend on a
number of factors, including the selection and availability of suitable
locations, the hiring and training of skilled management and personnel, the
availability of adequate financing and other factors, some of which are beyond
the control of the Company. There is no assurance that Regal will be able to
open all of its planned new theatres or that, if opened, those theatres can be
operated profitably.
See "Business -- Growth Strategy."
Dependence on Films. The ability of Regal to operate successfully
depends upon a number of factors, the most important of which is the
availability of marketable motion pictures. Poor relationships with
distributors, a disruption in the production of motion pictures or poor
commercial success of motion pictures could have a material adverse effect upon
Regal's business.
See
"Business -- Film Licensing."
Fluctuations in Quarterly Results of Operations. Regal's revenues have
been seasonal, coinciding with the timing of releases of motion pictures by the
major distributors. Generally, the most marketable motion pictures have been
released during the summer and the Thanksgiving through year-endyear end holiday season.
The unexpected emergence of a hit film during other periods can alter the
traditional trend. The timing of such releases can have a significant effect on
Regal's results of operations, and the results of one quarter are not
necessarily indicative of results for the next quarter.
Competition. The motion picture exhibition industry is highly
competitive, particularly with respect to licensing films, attracting patrons
and finding new theatre sites. There are a number of well-established
competitors. Many of Regal's competitors have been in existence significantly
longer than Regal and may be better established in the markets where Regal's
theatres are or may be located.
In recent years, alternative motion picture exhibition delivery systems
have been developed for the exhibition of filmed entertainment, including cable
and satellite television, video cassettes and pay per view. An expansion of such
delivery systems could have a material adverse effect upon Regal's business.
See
"Business -- Competition."
Dependence on Senior Management. Regal's success depends upon the
continued contributions of its senior management, including Michael L. Campbell,
Chairman and Chief Executive Officer of the Company. The loss of the services of
one or more of Regal's senior management could have a material adverse effect
upon its business and development. Regal's loan agreement provides that Mr.
Campbell or a successor reasonably acceptable to Regal's lenders must be
employed as Chief Executive Officer. Regal has an employment agreement with Mr.
Campbell.
Volatility of Market Price. From time to time, there may be significant
volatility in the market price for the Common Stock. Quarterly operating results
of Regal or of other motion picture exhibitors, changes in general conditions in
the economy, the financial markets or the motion picture industry, natural
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disasters or other developments affecting Regal or its competitors could cause
the market price of the Common Stock to fluctuate substantially. In addition, in
recent years the stock market has experienced extreme price and volume
fluctuations. This volatility has had a significant effect on the market prices
of securities issued by many companies for reasons unrelated to their operating
performance.
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Legislative Initiatives. The Clinton Administration continues to
analyze and propose new legislation that could adversely impact the entire
business community. Minimum wage increases, if passed, could increase Regal's
operating costs. Regal would attempt to offset increased costs through
additional improvements in operating efficiencies and ticket and concession
price increases.
Risks Associated with the 1996 Summer Olympic Games. The Olympics are
being held in and around Atlanta, Georgia in the summer of 1996. The Company
believes that the Olympics may have an adverse impact on the motion picture
exhibition industry generally during that time frame as well as on the Company's
theatre locations in Atlanta, Georgia, particularly. The Company currently has
16 theatres in the Atlanta, Georgia area, including 10 theatres acquired in the
GST Merger. Summer months generally constitute one of the heaviest periods of
attendance at movies. To the extent that the Olympics detract from theatre
attendance generally, there could be an adverse impact on the Company's business
during one of its busiest seasons. In
addition, following consummation of the GST Merger, the Company will have 16
theatres in the Atlanta, Georgia area. The traffic congestion, scheduling conflicts
and other factors associated with the Olympics could result in a reduction in
attendance for the Company's Atlanta area theatres during the summer of 1996.
PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICYSELLING SHAREHOLDERS
The Company's Common Stock is listed on the Nasdaq National Market under
the symbol "REGL." The following table below sets forth forcertain information regarding the periods indicated,
the high and low sale prices for thebeneficial
ownership of Common Stock, as reportedof July 5, 1996, by the Nasdaq
National Market.
HIGH LOW
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1994
First Quarter.......................................... $12.00 $ 9.00
Second Quarter......................................... 14.78 10.44
Third Quarter.......................................... 17.11 11.78
Fourth Quarter......................................... 17.33 14.56
1995
First Quarter.......................................... $17.50 $11.33
Second Quarter......................................... 22.67 15.50
Third Quarter.......................................... 28.67 19.50
Fourth Quarter......................................... 28.75 24.00
1996
First Quarter.......................................... $37.88 $26.75
Second Quarter (through May 10, 1996).................. 44.88 36.25
On May 10, 1996, the last reported sale price for the Company's Common
Stock on the Nasdaq National Market was $41.00 per share. At April 30, 1996,
there were approximately 280 holders of record of the Company's Common Stock.
The Company has never declared or paid a cash dividend on its Common Stock.
It is the present policy of the Board of Directors to retain all earnings to
support operationsSelling Shareholders, both
before and to finance expansion; therefore, the Company does not
anticipate declaring or paying cash dividends on the Common Stock in the
foreseeable future. The declaration and payment of dividends in the future will
be determined based on a number of factors, including the Company's earnings,
financial condition and requirements, restrictions in financing agreements and
other factors deemed relevant by the Board of Directors. Pursuant to the
Company's credit facility, the Company is limited on the payment of material
cash dividends on its outstanding Common Stock.
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USE OF PROCEEDS
The net proceeds to the Company from the sale of the Common Stock offered
hereby at an assumed price of $41.00 per share are estimated to be $97.4 million
($112.1 million if the Underwriters' over-allotment option is exercised in full)
after deducting the estimated underwriting discount and offering expenses
payable by the Company. The Company will utilize the net proceeds to repay
amounts outstanding under its credit facility (the "Credit Facility"). The
indebtedness under the Credit Facility has been incurred primarily to finance
acquisitions and to construct theatres. Borrowings thereunder currently bear
interest at 6.44%, which is the London Interbank Offered Rate (LIBOR) plus 1%,
and the facility matures in June 2001. Currently, the borrowings under the
Credit Facility are $114.0 million. Upon application of the net proceeds of the
offering to repay a portion of the Credit Facility, the balance of the Credit
Facility will continue to be available for borrowing pursuant to the terms
thereof.
CAPITALIZATION
The following table sets forth the current indebtedness and capitalization
of the Company as of March 28, 1996, the pro forma current indebtedness and
capitalization of the Company after giving effect to the GST Merger and the
Krikorian Acquisition, and as adjusted to reflect the sale by the Companythis offering.
Shares Beneficially Shares Beneficially
Owned Prior to the Owned After the
Offering(1) Shares to be Offering(1)
----------------------------------- Sold in the ----------------------------------
Number Percent Offering Number Percent
--------------- ------------- ---------------- ------------- -------------
What If Enterprises, LLC(2) 428,038 * 345,293 82,745 *
David A. Jones(3) 227,721 * 50,877 176,844 *
- ---------------------
* Represents beneficial ownership of less than 1% of the 2,500,000outstanding
shares of Common Stock
offered hereby and the application(1) Each of the estimated net proceeds therefrom as described under "Use of Proceeds."
AS OF MARCH 28, 1996
------------------------------------
PRO FORMA
ACTUAL PRO FORMA AS ADJUSTED
-------- --------- -----------
(DOLLARS IN THOUSANDS)
Current maturities of long-term debt..................... $ 8,600 $ 11,900 $ --
======== ========= ===========
Total long-term debt, excluding current maturities....... $ 96,450 $110,550 $ 25,015
-------- --------- -----------
Shareholders' equity:
Preferred Stock, no par value; 1,000,000 shares
authorized, none outstanding........................ -- -- --
Common Stock, no par value, 50,000,000 shares
authorized; 17,524,379 shares issued and
outstanding; 18,906,379 shares issued and
outstanding, pro forma; 21,406,379 shares issued and
outstanding, pro forma as adjusted(1)............... 74,167 88,919 186,354
Retained earnings...................................... 32,693 35,953 35,953
-------- --------- -----------
Total shareholders' equity..................... 106,860 124,872 222,307
-------- --------- -----------
Total capitalization...................... $203,310 $235,422 $ 247,322
======== ========= ===========
- ---------------
(1) Excludes (i) 2,026,407Selling Shareholders, to the Company's knowledge, has sole
voting and investment power with respect to all shares of Common Stock
reserved for issuance upon
exercise of optionsshown as beneficially owned by it.
(2) In connection with the Acquisition, the Company entered into an
Acquisition Agreement (the "Agreement") which granted pursuantcertain
registration rights to WIE. The Agreement provides that WIE has
the Company's existing stock option
plans atright to demand, on one occasion only, that the Company use its
best efforts to cause a weighted average exercise price of $13.10 per shareregistration statement to be filed and (ii)
156,512declared
effective under the Securities Act with respect to the shares of Common
Stock reserved for issuanceacquired by WIE in the Acquisition.
(3) Includes 50,877 shares of Common Stock issuable upon the exercise of outstanding warrantsa
warrant originally issued to purchase Common Stock.
9
11
BUSINESS
Regal isMr. Jones in 1991 and which was
exercised in connection with this offering. The Warrant Certificate
grants Mr. Jones the eighth largest motion picture exhibitorright to participate as a selling shareholder in
certain offerings that are registered under the United States
based uponSecurities Act by the
number of screensCompany or the Company's shareholders.
The Company has agreed to pay all expenses incurred in operation. Since its founding, Regal's
growth has come through the acquisition ofconnection with
this registration statement, except for any and all expenses for a net of 98 theatres with 630
screens, the development of 30 theatres with 336 screensbroker or
brokers, and the addition of 40
screensfor counsel to existing theatres. Operations began with the acquisition of Regal's
first theatre in January 1990. Regal currently operates 128 multi-screen
theatres with an aggregate of 1,006 screens. Regal also has 14 new theatres with
162 screens under construction, 19 screens under construction at existing
theatres, and two pending acquisitions of 18 theatres with 137 screens.
INDUSTRY OVERVIEW
The domestic motion picture exhibition industry is comprised of
approximately 300 exhibitors, 120 of which operate 10 or more total screens. At
May 1, 1995, the five largest exhibitors operated approximately 34%either of the total
screens in operation with no one exhibitor operating more than 9% of the total
screens. From 1986 through 1995 the net number of screens in operation in the
United States increased from approximately 21,000 to approximately 27,000 and
admissions revenues increased from approximately $3.9 billion to approximately
$5.4 billion. In an effort to realize greater operating efficiencies, operators
of multi-theatre circuits have emphasized the development of larger multi-screen
complexes. This trend is evidencedSelling Shareholders, which costs
shall be paid by the increase in the average number of
screens per location for the industry from approximately 3.5 screens in 1986 to
approximately 4.8 screens in 1995.
Theatrical motion picture exhibition is the primary launch vehicle for
filmed entertainment. Management believes that the emergence of new forms of
home entertainment, such as cable and satellite television, video cassettes and
pay per view, has not adversely affected theatre admissions or the number of
films released for theatrical exhibition. Overall attendance has remained
relatively stable over the past ten years, with no single year varying more than
approximately 10% from the industry average of 1.1 billion during that period.
Management believes the number of films released for theatrical exhibition will
remain relatively stable or increase because a film's initial theatrical
exhibition success establishes the value of the film throughout its life cycle
in ancillary markets.
In recent years, there has been an increasing consolidation of the major
film production companies. During 1995, films distributed by the eight largest
film production companies accounted for approximately 91% of the domestic
admissions revenues and included 49 of the top 50 grossing films. Films are
licensed through film distributors, who typically establish geographic film
licensing zones and allocate each available film to one theatre within that
zone. See "Film Licensing."
Historically, the motion picture exhibition industry has experienced some
seasonality, as major film distributors generally have released the films
expected to have the greatest commercial appeal during the summer and the
Thanksgiving through year-end holiday season.respective Selling Shareholders.
5
7
PLAN OF DISTRIBUTION
The seasonality of motion picture
exhibition, however, has become less pronounced in recent years as studios have
begun to release major motion pictures somewhat more evenly throughout the year.
OPERATING STRATEGY
The following are the key elements of the Company's operating strategy:
- Multi-Screen Theatres. The Company's multi-screen theatres enable it to
offer a diverse selection of films; stagger movie starting times;
increase management's flexibility in determining the number of weeks that
a film will run and the size of the auditorium in which it is shown; and
serve patrons from common support facilities. These factors result in
increased attendance, improved utilization of theatre seating capacity
and operating efficiencies.
- Cost Control. Regal has designed prototype theatres adaptable to a
variety of locations, which management believes result in construction
and operating cost savings. The shifting of films to smaller auditoriums
within a theatre to accommodate changing attendance levels allows the
Company to exhibit films for extended periods, resulting in lower film
rental costs as a percentage of admission
10
12
revenues. In addition, a significant component of theatre level
management's compensation is based on controlling operating expenses at
the theatre level.
- Patron Satisfaction/Quality Control. Regal's theatres are conveniently
located and are modern, high quality facilities that offer a wide variety
of films. To maintain quality and consistency within the Company's
theatres, Regal conducts regular inspections of each theatre and operates
a "mystery shopper" program. To enhance the movie going experience, the
Company invests in high quality projection and stereo sound equipment,
including the latest digital stereo surround-sound systems.
- Centralized Corporate Decision Making/Decentralized
Operations. Functions centralized through the Company's corporate office
include film licensing and concession purchasing, as well as decisions on
theatre construction and configuration. Cost controls at the theatre
level include close monitoring of concession, advertising and payroll
expenses. Regal devotes significant resources to training its theatre
managers, who are responsible for most aspects of its theatres'
day-to-day operations.
- Marketing. Regal actively markets its theatres through grand opening
promotions, including "VIP" preopening parties, direct mail campaigns,
television commercials in certain markets and promotional activities,
such as live music, spotlights and skydivers, which frequently generate
media coverage. Regal develops patron loyalty through a number of
marketing programs such as a summer children's film series in which
children's films are shown at reduced rates during the morning hours.
Regal also utilizes special marketing programs for specific films and
concession items.
GROWTH STRATEGY
The following are the key elements of the Company's growth strategy:
- Develop New Theatres in Existing and Target Markets. The Company
currently has 14 theatres with 162 screens under construction, and
currently plans to develop 150 to 175 screens annually for the next
several years. Regal generally will seek to develop multi-screen theatres
with at least 12 to 16 screens in both its existing markets and in other
mid-sized metropolitan markets and suburban growth areas of larger
metropolitan markets. Management will continue to locate theatres in
areas that are underscreened because of changing demographic trends or
that are served by older theatre facilities or by theatres having an
insufficient number of screens. Regal targets theatre locations with high
visibility and convenient roadway access in geographic film licensing
zones in which it willShares may be the sole exhibitor. Regal continually reviews
potential sites for theatres, including both new construction and the
conversion of existing retail space.
- Add Screens to Existing Theatres. To enhance profitability and maintain
competitiveness at existing theatres, the Company will continue to add
additional screens where appropriate. The Company currently has 19
screens under construction at existing theatre facilities and anticipates
the addition of 15 to 25 screens to certain of its recently acquired
theatres. The addition of screens to existing theatres is designed not to
disrupt operations at the theatres.
- Acquire Theatres. While management believes that a significant portion
of its future growth will come through the development of new theatres,
Regal will continue to consider strategic acquisitions of complementary
theatres or theatre circuits at which Regal can improve profitability and
increase screen counts. Since its inception, Regal has acquired a net of
98 theatres with 630 screens, which has served to establish and enhance
the Company's presence in selected geographic markets.
- Develop Complementary Theatre Concepts. To complement the Company's
theatre development, Regal opened its first FunScape comprehensive family
entertainment complex in Chesapeake, Virginia, in August 1995 and its
second FunScape in Rochester, New York in February 1996. Each complex
includes a 13 screen theatre and a 50,000 square foot comprehensive
family entertainment center. The Company currently has two additional
FunScape complexes under construction and may seek to develop additional
FunScape complexes at strategic locations.
11
13
THEATRE OPERATIONS
Regal currently operates 128 multi-screen theatres with an aggregate of
1,006 screens in 18 states. Regal averages 7.9 screens per location, as compared
to an average of 4.8 screens per location for the industry and an average for
the five largest domestic motion picture exhibitors of approximately 5.4 screens
at May 1, 1995. Multi-screen theatres enable the Company to offer a wide
selection of films attractive to a diverse group of patrons residing within the
drawing area of a particular theatre complex. Varied auditorium seating
capacities within the same theatre enable the Company to reduce film rental
costs by exhibiting films for a longer period of time by shifting films to
smaller auditoriums to meet changing attendance levels. In addition, operating
efficiencies are realized through the economies of having common box office,
concession, projection, lobby and restroom facilities, which enable the Company
to spread certain costs, such as payroll, advertising and rent, over a higher
revenue base. Staggered movie starting times also minimize staffing
requirements, reduce lobby congestion and contribute to more desirable parking
and traffic flow patterns.
Regal has designed prototype theatres, adaptable to a variety of locations,
which management believes result in construction and operating cost savings.
Regal's multi-screen theatre complexes, which typically contain auditoriums
having from 100 to 500 seats each, feature wall-to-wall screens, digital stereo
surround-sound, multi-station concessions, computerized ticketing systems, plush
seating with cup holders, neon-enhanced interiors and exteriors, and video game
areas adjacent to the theatre lobby. In addition, the Company updates its
theatres as needed to maintain clean, comfortable and modern facilities.
Management believes that maintaining a theatre circuit consisting primarily of
modern multi-screen theatres also enhances the Company's ability to license
commercially successful modern films from distributors. See "Film Licensing."
Functions centralized at the Company's corporate office include site
selection, lease negotiation, theatre design and construction, coordination of
film selection, concession purchasing, advertising and financial and accounting
activities. Regal's theatre operations are under the supervision of its
Executive Vice President and are divided into two geographic divisions, each of
which is headed by a Vice President supervising several district theatre
supervisors. The district theatre supervisors are responsible for implementing
the Company's operating policies and supervising the managers of the individual
theatres, who are responsible for most of the day-to-day operations of the
Company's theatres. Regal seeks theatre managers with experience in the motion
picture exhibition industry and requires all new managers to complete a training
program at designated training theatres. The program is designed to encompass
all phases of theatre operations, including the Company's philosophy, management
strategy, policies, procedures and operating standards.
Management closely monitors the Company's operations and cash flow through
daily reports generated from computerized box office terminals located in each
theatre. These reports permit the Company to maintain an accurate and immediate
count of admissions by film title and show times and provide management with the
information necessary to manage effectively and efficiently the Company's
theatre operations. To maintain quality and consistency within the Company's
theatre circuit, the district supervisors regularly inspect each theatre, and
the Company operates a "mystery shopper" program, which involves unannounced
visits by unidentified customers who report on the quality of service, film
presentation and cleanliness at individual theatres. Regal has implemented an
incentive compensation program for theatre level management which rewards
managers for controlling theatre level operating expenses while complying with
the Company's operating standards.
In addition to revenues from box office admissions, Regal receives revenues
from concession sales and video games located adjacent to the theatre lobby.
Concession sales constituted 28.4% of total revenues for 1995. Regal emphasizes
prominent and appealing concession stations designed for rapid service and
efficiency. Although popcorn, candy and soft drinks remain the best selling
concession items, the Company's theatres offer a wide range of concession
choices. Regal continually seeks to increase concession sales through optimizing
product mix, introducing special promotionssold from time to time and training staff
to cross sell products. In addition to traditional concession stations, certain
of the Company's existing theatres and theatres currently under development
feature specialty concession cafes serving items such as cappuccino, fruit
juices,
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14
cookies and muffins, soft pretzels and ice cream. Management negotiates directly
with manufacturers for many of its concession items to ensure adequate supplies
and to obtain competitive prices.
Regal relies upon advertisements and movie schedules published in newspapers to inform its patrons of film selections and show times. Newspaper
advertisements are typically displayed in a single grouping for all of the
Company's theatres located in the newspaper's circulation area. Primary
multi-media advertising campaigns for major film releases are carried out and
paid for by the film distributors.
The Company conducts marketing efforts throughout the year to promote
specific films, concession items and its theatre complexes. Regal markets its
new theatres through grand opening promotions, including "VIP" preopening
parties, direct mail campaigns, radio and television commercials in certain
markets and promotional activities such as live music, spotlights and skydivers,
which frequently generate media coverage. Regal's theatres also exhibit previews
of coming attractions and films presently playing on the Company's other screens
in the samebrokerage transactions at
prevailing market area.
Regal operates 10 discount theatres with an aggregate of 62 screens, which
exhibit second run movies and charge lower admission prices (typically $1.50).
These movies are the same high quality features shown at all of Regal's
theatres. The terminology "second run" is an industry term for the showing of
movies after they have been shown for varying periods of time at other theatres.
Regal believes that the increased attendance resulting from lower admission
prices and the lower film rental costs of second run movies compensate for the
lower admission prices and slightly higher operating costs as a percentage of
admission revenues at the Company's discount theatres. The design, construction
and equipment in the Company's discount theatres are of the same high quality as
its first run theatres. Regal's discount theatres generate theatre level cash
flows similar to its first run theatres. Management does not anticipate an
increase in the percentage of discount theatres in its theatre circuit.
Regal operates 87 of its 128 theatres pursuant to lease agreements, owns
the land and buildings for 26 theatres and operates pursuant to ground leases at
15 theatre locations. Of the 128 theatres operated by Regal, 98 were acquired as
existing theatres and 30 have been developed by Regal.
FILM LICENSING
Regal licenses films from distributors on a film-by-film and
theatre-by-theatre basis. Film buyers negotiate directly with film distributors
on behalf of the Company. Prior to negotiating for a film license, the Company
and its film buyers evaluate the prospects for upcoming films. Criteria
considered for each film include cast, director, plot, performance of similar
films, estimated film rental costs and expected Motion Picture Association of
America rating. Successful licensing depends greatly upon the exhibitor's
knowledge of trends and historical film preferences of the residents in markets
served by each theatre, as well as on the availability of commercially
successful motion pictures. Currently, Tri-State Theatre Service, Inc., an
independent film booking agency which is controlled by a director of the Company
("Tri-State"), provides film licenses for Regal. In November 1995, Regal
determined to have film licensing services performed internally. The Company's
head film buyer is an employee of the Company, and several Tri-State film buyers
will relocate to Knoxville and become employees of Regal. Tri-State will
continue to provide consulting services on film recognition and strategy.
Films are licensed from film distributors owned by major film production
companies and from independent film distributors that generally distribute films
for smaller production companies. Film distributors typically establish
geographic film licensing zones and allocate each available film to one theatre
within that zone. Film zones generally encompass a radius of three to five miles
in metropolitan and suburban markets, depending primarily upon population
density. Regal believes that approximately 66% of its theatres are now located
in film licensing zones in which they are now the sole exhibitors, permitting
the Company to exhibit many of the most commercially successful films in these
zones.
In film zones where Regal is the sole exhibitor, the Company obtains film
licenses by selecting a film from among those offered and negotiating directly
with the distributor. In film zones where there is competition, a distributor
will either require the exhibitors in the zone to bid for a film or will
allocate its films
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15
among the exhibitors in the zone. When films are licensed under the allocation
process, a distributor will choose which exhibitor is offered a movie, and then
that exhibitor will negotiate film rental terms directly with the distributor
for the film. Over the past several years, distributors have generally used the
allocation rather than bidding process to license their films. When films are
licensed through a bidding process, exhibitors compete for licenses based upon
economic terms. Regal currently does not bid for films in any of its markets,
although it may be required to do so in the future. Although Regal predominantly
licenses "first run" films, if a film has substantial remaining potential
following its first run, the Company may license it for a "second run." Film
distributors establish second run availability on a national or market-by-market
basis after the release from first run theatres.
Film licenses entered into in either a negotiated or bidding process
typically specify rental fees based on the higher of a gross receipts formula or
theatre admissions revenue formula. Under a gross receipts formula, the
distributor receives a specified percentage of box office receipts, with the
percentage declining over the term of the film run. First run film rental fees
usually begin at 70% of admission revenues and gradually decline to as low as
30% over a period of four to seven weeks. Second run film rental fees typically
begin at 35% of admission revenues and often decline to 30% after the first
week. Under a theatre admissions revenue formula, the distributor receives a
specified percentage of the excess of admission revenues over a negotiated
allowance for theatre expenses. In addition, Regal is occasionally required to
pay non-refundable guarantees of film rental fees or to make refundable advance
payments of film rental fees or both in order to obtain a license for a film.
Rental fees paid by the Company generally are adjusted subsequent to the
exhibition of a film in a process known as settlement. The commercial success of
a film relative to original distributor expectations is the primary factor taken
into account in the settlement process; secondarily, the past performance of
other films in a specific theatre is a factor. To date the settlement process
has not resulted in material adjustments in the film rental fees accrued by the
Company.
Regal's business is dependent upon the availability of marketable motion
pictures and its relationships with distributors. Many distributors provide
quality first run movies to the motion picture exhibition industry; however,
eight distributors accounted for approximately 91% of industry admission
revenues during 1995, and 49 of the top 50 grossing films. No single distributor
dominates the market. Disruption in the production of motion pictures by the
major studios and/or independent producers or lack of commercial success of
motion pictures would have a material adverse effect upon the Company's
business. Regal licenses films from each of the major distributors and believes
that its and Tri-State's relationships with distributors are good. From year to
year, the revenues attributable to individual distributors will vary widely
depending upon the number and quality of films each distributes. Based on
industry statistics, Regal believes that in 1995 no single distributor accounted
for more than 20% of the films licensed by the Company, or films producing more
than 20% of the Company's admission revenues.
ENTERTAINMENT CENTER
To complement the Company's theatre development, Regal opened its first
FunScape comprehensive entertainment complex located in Chesapeake, Virginia in
August 1995 and its second FunScape in Rochester, New York in February 1996.
Each complex includes a 13 screen theatre and a 50,000 square foot comprehensive
family entertainment center. The theatre facility exhibits first run films, is
equipped with the latest Dolby and DTS digital sound systems, and features an
oversized lobby with two concession stands and a specialty cafe. A food court
connects the theatres to the entertainment center and features nationally
recognized brand name pizza, taco, sandwich and dessert restaurants.
The entertainment center generally will feature a 36-hole, tropical-themed
miniature golf course, a children's soft play and exercise area, multi-level
laser tag, video batting cages, a video golf course, helmet type and motion
simulator virtual reality units and a high-tech video arcade. In addition, the
center contains eight party rooms for various social gatherings. The two-level
family entertainment center is totally enclosed and under roof for year-round
operation.
Each theatre and entertainment center totals approximately 95,000 square
feet, and management believes the facility is a comprehensive entertainment
destination. The Company currently has two additional FunScape complexes under
construction and may seek to develop additional FunScape complexes at strategic
14
16
locations. The $4.5 to $5.0 million estimated cost of construction of each
entertainment center is comparable to the cost of constructing the adjacent
theatre complex. The Company is financing the construction of entertainment
centers and the attached theatre facilities through cash flow from operations
and borrowings available under its Credit Facility.
COMPETITION
The motion picture exhibition industry is highly competitive, particularly
with respect to licensing films, attracting patrons and finding new theatre
sites. Theatres operated by national and regional circuits and by smaller
independent exhibitors compete with the Company's theatres. Management believes
that the principal competitive factors with respect to film licensing include
licensing terms, the seating capacity, location and reputation of an exhibitor's
theatres, the quality of projection and sound equipment at the theatres and the
exhibitor's ability and willingness to promote the films. Competition for
patrons is dependent upon factors such as the availability of popular films, the
location of theatres, the comfort and quality of theatres and ticket prices.
Regal believes that it competes favorably with respect to each of these factors.
There are approximately 300 participants in the domestic motion picture
exhibition industry. Industry participants vary substantially in size, from
small independent operators of a single screen theatre to large national chains
of multi-screen theatres affiliated with entertainment conglomerates. Many of
the Company's competitors have been in existence significantly longer than Regal
and may be better established in certain of the markets where the Company's
theatres are located.
Certain of Regal's competitors also have sought to increase the number of
theatres and screens in operation. Such increases may cause certain local
markets or portions thereof to become overscreened, resulting in a negative
impact on the earnings of the theatres involved and thus on the Company's
theatres in those markets. Concurrent with the increase in the number of
screens, there has been a reduction in the number of theatre locations and a
consolidation among exhibitors. At May 1, 1995, the five largest motion picture
exhibition companies operated approximately 34% of the total screens, the
largest of which operated less than 9% of the total screens.
The motion picture exhibition industry faces competition from a number of
motion picture exhibition delivery systems. In recent years alternative delivery
systems have been developed for the exhibition of filmed entertainment,
including cable television, video cassettes and pay per view. While the impact
of such delivery systems on movie theatres is difficult to determine precisely,
there can be no assurance that they will not adversely impact attendance at the
Company's theatres. Movie theatres also face competition from other forms of
entertainment competing for the public's leisure time and disposable income.
PENDING ACQUISITIONS
Georgia State Theatres, Inc. Merger. Regal has entered into a definitive
Agreement and Plan of Merger to acquire Georgia State Theatres, Inc. for 912,000
shares of Regal Common Stock in a pooling of interests transaction. GST,
headquartered in Atlanta, Georgia, has 10 first run theatres with 68 screens,
including one drive-in theatre, located in the metropolitan Atlanta, Georgia
area and a partnership in Gainesville, Georgia. Provided shareholder approval of
the Merger Agreement is obtained, the parties intend to close the transaction
and effect the GST Merger promptly following the special meeting of shareholders
scheduled for May 30, 1996.
Krikorian Asset Acquisition. Regal has entered into an agreement to
acquire assets consisting of eight theatres with 69 screens in California from
an individual, George Krikorian, and corporations controlled by him.
Consideration for the Krikorian Acquisition is anticipated to be approximately
470,000 shares of Regal Common Stock and approximately $14.1 million to be paid
in cash at closing. The Company anticipates closing this acquisition during the
second quarter of 1996. Although the Company's operations have historically
focused on the eastern United States, the Company believes that the theatres in
California provide an opportunity for the Company to establish a presence on the
West Coast and expand its operations nationally. In addition, this acquisition
includes a sufficient number of theatres and screens to give the Company a
sufficient presence to cover the incremental costs of managing theatres on the
West Coast.
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17
MANAGEMENT
The following table sets forth certain information concerning the directors
and executive officers of the Company as of the date of this Prospectus.
NAME AGE POSITION (EXPIRATION OF TERM AS A DIRECTOR)
- ----------------------------------- --- ----------------------------------------------------------
Michael L. Campbell................ 42 Chairman of the Board, Chief Executive Officer, President
and Director (1996)
R. Neal Melton..................... 36 Vice President Construction-Equipment, Secretary and
Director (1996)
Gregory W. Dunn.................... 36 Executive Vice President
Robert A. Engel, Jr................ 43 Vice President Film and Advertising
Lewis Frazer III................... 31 Vice President, Chief Financial Officer and Treasurer
R. Keith Thompson.................. 34 Vice President Corporate Development and Assistant
Secretary
Susan Seagraves.................... 39 Corporate Controller
Philip D. Borack................... 60 Director (1997)
Michael E. Gellert(2).............. 64 Director (1997)
J. David Grissom(2)................ 57 Director (1998)
William H. Lomicka(1).............. 59 Director (1997)
Herbert S. Sanger, Jr.(2).......... 59 Director (1998)
Jack Tyrrell(1).................... 49 Director (1998)
- ---------------
(1) Member of the Audit Committee of the Board of Directors.
(2) Member of the Compensation Committee of the Board of Directors.
Under the terms of the Company's Restated Charter, the members of the Board
of Directors are divided into three classes, each of which serves a term of
three years. Each class is to consist, as nearly as practicable, of one-third of
the total number of directors constituting the Board of Directors. Executive
officers of the Company are elected on an annual basis and serve at the
discretion of the Board of Directors.
Michael L. Campbell founded the Company in November 1989 and has served as
Chairman of the Board, President and Chief Executive Officer since inception.
Prior thereto, Mr. Campbell was the Chief Executive Officer of Premiere Cinemas
Corporation ("Premiere"), which he co-founded in 1982, and served in such
capacity until Premiere was sold in October 1989. Mr. Campbell serves on the
Executive Committee of the Board of Directors of the National Association of
Theatre Owners.
R. Neal Melton has served as Vice President Construction-Equipment,
Secretary and a director since 1990. Prior to joining the Company, Mr. Melton
co-founded Premiere with Mr. Campbell and served as Senior Vice President,
Secretary and a director of Premiere from 1982 through 1989.
Gregory W. Dunn has served as Executive Vice President since 1995. From
1991 to 1995, Mr. Dunn was Vice President Marketing and Concessions. From 1989
to 1991, Mr. Dunn was the Purchasing and Operations Manager for Goodrich Quality
Theaters, a Grand Rapids, Michigan based theatre chain. From 1986 to 1989, he
was a film buyer for Tri-State Theatre Service, Inc.
Robert A. Engel, Jr. has served as Vice President Film and Advertising
since 1990. From 1987 through 1989, Mr. Engel was Vice President of Operations
at Premiere and from 1971 to 1987 he worked at Associated Theaters of Kentucky
in various capacities, rising to Vice President of Operations and Film Buying.
Lewis Frazer III is a certified public accountant and has served as Vice
President, Chief Financial Officer and Treasurer since February 1993. From May
1992 to February 1993, Mr. Frazer served as Controller. Prior
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18
to joining the Company, he served from 1990 to 1992 as Corporate Controller for
Kel-San, Inc., an affiliate of Institutional Jobbers. From June 1986 to July
1990, Mr. Frazer was an auditor with Coopers & Lybrand. Mr. Frazer serves as a
member of the CFO Committee of the National Association of Theatre Owners.
R. Keith Thompson has served as Vice President Corporate Development since
February 1993 and as Assistant Secretary since 1991. Prior thereto, he served as
Vice President Finance since joining the Company in 1991. From June 1984 to July
1991, Mr. Thompson was a Vice President of Corporate Lending at PNC Commercial
Corporation.
Susan Seagraves has served as Corporate Controller since January 1994 when
she joined the Company. Ms. Seagraves is a certified public accountant, a
certified management accountant and a fellow of health care management. From
1990 through 1993, Ms. Seagraves was an adjunct faculty member of Tusculum
College and Bristol University and from 1988 to 1990 she served as Associate
Executive Director of the Thompson Cancer Survival Center. From 1980 to 1988,
Ms. Seagraves was in public accounting.
Philip D. Borack has served as director of Regal since 1989. Since 1971,
Mr. Borack has served as President of Tri-State Theatre Service, Inc. See
"Business -- Film Licensing."
Michael E. Gellert has served as a director of Regal since 1990. Mr.
Gellert has served as the general partner of Windcrest Partners, a New York
investment partnership, since 1967. From 1958 to 1989, Mr. Gellert was
associated with Drexel Burnham Lambert and its predecessors and served as an
Executive Director. Mr. Gellert is a director of Devon Energy Corp., an
independent energy company; The Harvey Group, Inc., a retailer of consumer
electronics; Humana, Inc., a provider of managed care health plans; Seacor
Holdings, Inc., an owner and operator of marine vessels for oil exploration and
development; and Premier Parks, Inc., an owner and operator of mid-sized theme
parks.
J. David Grissom has served as a director of Regal since 1990. Mr. Grissom
is the Chairman and founder of Mayfair Capital, Inc., a private investment firm
founded in 1989. Prior thereto, he served as Chairman and Chief Executive
Officer of Citizens Fidelity Corporation, a bank holding company, from 1978 to
1989 and served as Vice Chairman of PNC Bank Corp. from 1987 to 1989. Mr.
Grissom serves as a director of Providian Corporation, an insurance holding
company; Churchill Downs, Inc.; LG&E Energy Corp., a diversified energy company;
and Columbia/HCA Healthcare Corporation, a health services company.
William H. Lomicka has served as a director of Regal since 1990. Since
1989, he has served as President of Mayfair Capital, Inc. From September 1988
through April 1989, Mr. Lomicka served as acting President of Citizens Security
Life Insurance Company. He was Secretary of Economic Development of the
Commonwealth of Kentucky from 1987 to 1988. From 1986 to 1987 he was President
of Old South Life Insurance Company. Mr. Lomicka serves as a director of Vencor,
Inc., an owner and operator of acute care hospitals, and Advocat Inc., a
long-term care management company, and Trans Advisor Funds, Inc., an open-end
investment company.
Herbert S. Sanger, Jr. has served as a director of Regal since 1990. Mr.
Sanger is a partner in the Knoxville, Tennessee law firm of Wagner, Myers &
Sanger, P.C., and has been a member of the firm since November 1986. Mr. Sanger
was an attorney for the Tennessee Valley Authority ("TVA") from 1961 to 1986,
serving as TVA's general counsel from 1975 to 1986.
Jack Tyrrell has served as a director of Regal since 1991. Mr. Tyrrell is a
managing general partner of Lawrence, Tyrrell, Ortale & Smith, a venture capital
firm founded in 1985, and is a general partner of Richland Ventures, L.P., a
venture capital firm formed in 1994. He also serves as a managing general
partner of Lawrence, Tyrrell, Ortale & Smith II, L.P. Mr. Tyrrell serves as a
director of Premier Parks, Inc., an owner and operator of mid-sized theme parks,
and National Health Investors, Inc., an investor in income-producing health care
facilities.
17
19
UNDERWRITING
Pursuant to the Underwriting Agreement and subject to the terms and
conditions thereof, the Underwriters named below, acting through J.C. Bradford & Co., Montgomery Securities and Wheat, First Securities,
Inc, as representativesInc., The Robinson-Humphrey Company, Inc. or others, in privately negotiated
transactions for the account of J.C. Bradford & Co., Wheat, First Securities,
Inc., The Robinson-Humphrey Company, Inc. or others at prices at or near the
several underwriters (the "Representatives") have agreed, severally, to
purchase from the Company, the number of shares of Common Stock set forth below
opposite their respective names.
NUMBER OF
NAME OF UNDERWRITER SHARES
-------------------------------------------------------------------------- ---------
J.C. Bradford & Co........................................................
Montgomery Securities.....................................................
Wheat, First Securities, Inc..............................................
---------
Total...................................................... 2,500,000
========
In the Underwriting Agreement, the Underwriters have agreed, subject to the
terms and conditions therein set forth, to purchase all shares of Common Stock
offered hereby if any of such shares are purchased.market price or in other privately negotiated transactions. Ordinary brokerage
commissions will be paid in connection with brokerage transactions.
The Company has been advised thatagreed to pay the Underwriters propose initially to
offer the shares of Common Stock to the public at the public offering price set
forth on the cover pageexpenses of this Prospectus and to certain dealers at such price
less a concession not in excess of $ per share. The Underwriters may allow
and such dealers may reallow a concession not in excess of $ per share to
certain other dealers. After the initial public offering, the public offering
price and such concessions may be changed by the Underwriters.
The offeringbut each
of the Selling Shareholders will be responsible for all brokerage commissions
and any other selling commissions with respect to shares sold by, and the fees
and disbursements of Common Stock is madecounsel for, delivery when, as
and if accepted by the Underwriters and subject to prior sale and to withdrawal,
cancellation or modification of the offer without notice. The Underwriters
reserve the right to reject any order for the purchase of the shares.such Selling Shareholder.
The Company has grantedagreed to indemnify the Underwriters an option, exercisable not
later than 30 days from the date of this Prospectus,Selling Shareholders, and Mr.
Jones has agreed to purchase up to an
aggregate of 375,000 additional shares of Common Stock to cover over-allotments.
To the extent the Underwriters exercise this option, each of the Underwriters
will have a firm commitment to purchase approximately the same percentage
thereof which the number of shares of Common Stock to be purchased by it shown
in the above table bears to the total andindemnify the Company, will be obligated,
pursuant to the option, to sell such shares to the Underwriters. The
Underwriters may exercise such option only to cover over-allotments madeagainst certain liabilities in
connection with the sale of the shares of Common Stock offered hereby. If
purchased, the Underwriters will sell such additional shares on the same terms
as those on which the shares are being offered.
In
connection with this offering, certain Underwriters may engage in
passive market making transactions in the Common Stock on the Nasdaq National
Market immediately prior to the commencement of sales in the offering in
accordance with Rule 10b-6A under the Exchange Act. Passive market making
consists of displaying bids on the Nasdaq National Market limited by the bid
prices of independent market makers and purchases limited by such prices and
effected in response to order flow. Net purchases by a passive market maker on
each day are limited to a specified percentage of the passive market makers'
average daily trading volume in the Common Stock during a specified period and
must be discontinued when such limit is reached. Passive market making may
stabilize the market price of the Common Stock at a level above that which might
otherwise prevail and, if commenced, may be discontinued at any time.
The Company, its executive officers and directors have agreed that they
will not, without the prior written consent of the Representatives, issue, sell,
transfer, assign or otherwise dispose of any shares of the Common Stock or
options, warrants, or rights to acquire Common Stock owned by them prior to
August 1, 1996.
The Underwriting Agreement provides that the Company will indemnify the
Underwriters and controlling persons, if any, against certain liabilities, including liabilities under the Securities Act,Act.
The Selling Shareholders and any brokers or will contribute to payments
whichother persons who
participate in the Underwriters or any such controlling personssale of the Shares may be requireddeemed to make
in respect thereof.
18
20be "underwriters" within
the meaning of Section 2(11) of the Securities Act, and any commissions received
by such brokers or other persons, and any profits on the resale of the Shares,
may be deemed to be underwriting commissions or discounts.
EXPERTS
The consolidated financial statements of Regal at December 28, 1995 and
December 29, 1994, and for each of the three years in the period ended December
28, 1995 incorporated by reference herein from the Company's Annual Report on
Form 10-K/A for the year ended December 28, 1995, the supplemental consolidated
financial statements of Regal restated to reflect the combined entities of Regal
and Georgia State Theatres, Inc. at December 28, 1995, and December 29, 1994,
and for each of the three years in the period ended December 28, 1995,
consistent with pooling of interests treatment, from Regal's Current Report on
Form 8-K dated July 1, 1996, the consolidated financial statements of GST at
December 28, 1995 and December 29, 1994, and for each of the three years in the
period ended December 28, 1995, incorporated by reference
herein and the combined historical summaries of net
theatre assets acquired and direct theatre operating revenues and expenses of
Krikorian at and for the year ended December 31, 1995, incorporated by reference
herein, have been audited by Coopers & Lybrand L.L.P., independent accountants,
as stated in their reports thereon incorporated by reference herein, and are
incorporated by reference in reliance upon the authority of said firm as experts
in accounting and auditing.
The report of Coopers & Lybrand L.L.P., with respect to Regal's
consolidated financial statements makes reference to the fact that separate
financial statements of Litchfield Theatres, Ltd. reflected in Regal's
Consolidated StatementsStatement's of Income, Changes in Shareholders' Equity and Cash
Flows for the year ended December 30, 1993, were audited and reported on
separately by Deloitte & Touche LLP, independent auditors. The report of
Deloitte & Touche LLP, independent auditors, has been incorporated herein by
reference from the Company's Annual Report on Form 10-K/A for the year ended
December 28, 1995 and is incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing. The report of Coopers & Lybrand L.L.P. with respect to Regal's
consolidated financial statements also makes reference to the fact that separate
financial statements of Neighborhood Entertainment, Inc. included in the
Consolidated Balance Sheet as of December 29, 1994 and the Consolidated
Statements of Income, Changes in Shareholders'Shareholder's Equity and Cash Flows for the
years ended December 30, 1993 and December 29, 1994, were audited by Ernst &
Young
6
8
LLP, independent auditors, as stated in their report dated March 21, 1995. Such
financial statements of Neighborhood Entertainment, Inc. are included in the
consolidated financial statements of Regal in reliance upon said report given
upon the authority of said firm as experts in accounting and auditing.
LEGAL MATTERS
The validity of the issuance of Common Stock offered hereby will be
passed upon for the Company by Bass, Berry & Sims PLC, Nashville, Tennessee. Certain
legal matters with respect to the shares of Common Stock offered hereby will be
passed upon for the Underwriters by Waller Lansden Dortch & Davis, Nashville, Tennessee.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Exchange Act and in accordance therewith files reports, proxy statements and
other information with the Securities and Exchange Commission (the
"Commission"). Copies of such reports, proxy statements and other information
may be inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the following Regional Offices of the Commission: 500 West Madison Street, Suite
1400, Chicago, Illinois 60661; and Seven World Trade Center, New York, New York
10048. Copies of such material may be obtained at the prescribed rates from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Common Stock is quoted for trading on the Nasdaq
National Market and reports, proxy statements and other information concerning
the Company may be inspected at the offices of the Nasdaq National Market, 17351435
K Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on
Form S-3 under the Securities Act with respect to the Common Stock offered
hereby. This Prospectus does not contain all of the information set forth in the
Registration Statement and the exhibits and schedules thereto, certain portions
of which have been omitted in accordance with the rules and regulations of the
Commission. For further information with respect to the Company and the Common
Stock, reference is made to the Registration Statement, including the exhibits
and schedules. The Registration Statement, together with its exhibits and
schedules thereto, may 19
21
be inspected, without charge, at the Commission's
principal office at 450 Fifth Street, N.W., Washington, D.C. 20549, and also at
the regional offices of the Commission listed above. Copies of such material may
also be obtained from the Commission upon the payment of prescribed fees. The
Commission also maintains a web site that contains reports, proxy statements and
other information regarding registrants, including the Company, that file such
information electronically with the Commission.
Statements contained in the Prospectus as to any contracts, agreements
or other documents filed as an exhibit to or incorporated by reference in the Registration Statement are
qualified in all respects to the copy of such contract, agreement or other
document filed as an exhibit to the Registration Statement for a full statement
of the provisions thereof.
The Company's principal offices7
9
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Prospectus incorporates documents by reference with respect to
Regal that are located atnot presented herein or delivered herewith. These documents
(excluding exhibits thereto, unless such exhibits are specifically incorporated
by reference into such documents) are available without charge to any person,
including any beneficial owner, to whom this Prospectus is delivered, upon
written or oral request to Lewis Frazer III, Chief Financial Officer, Regal
Cinemas, Inc., 7132 Commercial Park Drive, Knoxville, Tennessee 37918, and its telephone number is
(423) 922-1123.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by Regal with the Securities Exchange
Commission by the Company(File No. 0- 21772) are incorporated herein by reference:
(1)reference into this Proxy
Statement/Prospectus:
1. The Annual Report on Form 10-K for the fiscal year ended December
28, 1995, as amended by Form 10-K/A as filed on April 29, 1996;
(2)2. Current ReportReports on Form 8-K dated May 1, 1996;
(3) Current Report1996, May 9, 1996, June 11,
1996 and July 1, 1996, respectively;
3. Reports on Form 8-K dated10-C filed May 9, 1996;
(4) Quarterly Report on Form 10-Q for the three months ended March 28,31, 1996 as filed on May 13,and June 14, 1996; and
(5)4. The Registration Statement on Form 8-A with respect to the Regal
Common Stock dated May 12, 1994, as amended by Form 8-A/A dated June 21, 1994
and Form 8-A/A dated September 12, 1994.
AllIn addition, documents filed by the Company pursuant to Section 13(a),
13(c), or 14 or
15(d) of the Securities Exchange Act of 1934, as amended subsequent to the
date of this Prospectus and prior to the termination of the offering contemplatedmade hereby
shall be deemed to be incorporated by reference into this Prospectusherein and to be a part hereof
from the date of filing ofany such documents.document is filed.
Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein,
or in any other subsequently filed document whichthat is also isincorporated or is deemed
to be incorporated by reference herein, modifies or supersedes such earlier statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus. Subject to the
foregoing, all information appearing in this Prospectus is qualified in its
entirety by the information appearing in the documents incorporated herein by
reference.
The Company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus has been delivered, on the written or oral
request of any such person, a copy of any or all of the documents referred to
above which have been or may be incorporated into the Prospectus by reference,
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference in such documents). Requests for such copies should be
directed to Lewis Frazer III, Chief Financial Officer, Regal Cinemas, Inc., 7132
Commercial Park Drive, Knoxville, Tennessee 37918, telephone number (423)
922-1123.
20923-1123.
8
22
- ------------------------------------------------------
- ------------------------------------------------------
NO DEALER, SALESPERSON, OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED HEREIN, AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY OF THE UNDERWRITERS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE SHARES OF
COMMON STOCK OFFERED HEREBY BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO WHOM IT IS UNLAWFUL TO MAKE SUCH
SOLICITATION OR OFFER. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF.
---------------------
TABLE OF CONTENTS
PAGE
----
Prospectus Summary.................... 3
Risk Factors.......................... 7
Price Range of Common Stock and
Dividend Policy..................... 8
Use of Proceeds....................... 9
Capitalization........................ 9
Business.............................. 10
Management............................ 16
Underwriting.......................... 18
Experts............................... 19
Legal Matters......................... 19
Available Information................. 19
Incorporation of Certain Documents By
Reference........................... 20
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
2,500,000 SHARES
[REGAL CINEMAS LOGO]
COMMON STOCK
-------------------------
PROSPECTUS
-------------------------
J.C. Bradford & Co.
Montgomery Securities
Wheat First Butcher Singer
, 1996
- ------------------------------------------------------
- ------------------------------------------------------
23
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
SEC registration fee..............................................................fee........................................... $ 39,532
NASD fee.......................................................................... 11,9656,132
Accounting fees and expenses...................................................... 50,000*expense.................................... $35,000
Legal fees and expenses........................................................... 100,000*
Printing and engraving expenses................................................... 100,000*
Blue Sky fees and expenses........................................................ 10,000*expenses........................................ $35,000
Miscellaneous expenses............................................................ 38,503*
--------
Total.............................................................. $350,000*
========expenses......................................... $ 3,868
-------
Total................................................. $80,000
=======
- ---------------
* Estimated
ITEM------------------
All of the above expenses except the SEC registration fee are
estimated. All of the above expenses will be paid by the Company.
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.Indemnification of Directors and Officers.
The Tennessee Business Corporation Act ("TBCA") provides that a
corporation may indemnify any of its directors and officers against liability
incurred in connection with a proceeding if (i) the director or officer acted in
good faith, (ii) in the case of conduct in his or her official capacity with the
corporation, the director or officer reasonably believed such conduct was in the
corporation's best interest, (iii) in all other cases, the director orof officer
reasonably believed that his or her conduct was not opposed to the best interest
of the corporation, and (iv) in connection with any criminal proceeding, the
director or officer had no reasonable cause to believe that his or her conduct
was unlawful. In actions brought by or in the right of the corporation, however,
the TBCA provides that no indemnification may be made if the director orof officer
was adjudged to be liable to the corporation. In cases where the director or
officer is wholly successful, on the merits or otherwise, in the defense of any
proceeding instigated because of his or her status as an officer or director of
a corporation, the TBCA mandates that the corporation indemnify the director or
officer against reasonable expenses incurred in the proceeding. The TBCA also
provides that in connection with any proceeding charging improper personal
benefit to an officer or director, no indemnification may be made if such
officer or director is adjudged liable on the basis that personal benefit was
improperly received. Notwithstanding the foregoing, the TBCA provides that a
court of competent jurisdiction, upon application, may order that an officer or
director be indemnified for reasonable expenses if, in consideration of all
relevant circumstances, the court determines that such individual is fairly and
reasonably entitled to indemnification, whether or not the standard of conduct
set forth above was met.
Article 8 of the Restated Charter (the "Charter") of the Company and
its Amended and Restated Bylaws (the "Bylaws") provide that the Company shall
indemnify against liability, and advance expenses to, any present or former
director or officer of the Company to the fullest extent allowed by the TBCA, as
amended from time to time, or any subsequent law, rule or regulation adopted in
lieu thereof. Additionally, the Charter provides that no director of the Company
shall be personally liable to the Company or any of its shareholders for
monetary damages for breach of any fiduciary duty except for liability arising
from (i) any breach of a director's duty of loyalty to the Company or its
shareholders, (ii) acts or omissions not in good faith or which involved
intentional misconduct or a knowing violation of law, (iii) any unlawful
distributions, or (iv) receiving any improper personal benefit. The Company has
entered into indemnification agreements with each of the Company's directors and
executive officers.
II-1
11
The proposed formCompany has agreed to indemnify WIE for certain liabilities,
including liabilities under the Securities Act pursuant to an Acquisition
Agreement, dated March 25, 1996, by and between the Company, WIE and
affiliates of WIE.
The Company has agreed to indemnify Mr. Jones, and Mr. Jones has
agreed to indemnify the Underwriting Agreement filed as Exhibit 1Company, for certain liabilities, including liabilities
under the Securities Act, pursuant to this
Registration Statement contains certain provisions relatingan Amended and Restated Warrant
Certificate dated June 30, 1993.
Directors' and officers' liability insurance has also been obtained by
the Company, the effect of which is to indemnify the indemnificationdirectors and officers of
the Company against certain damages and its controlling personsexpenses because of certain claims made
against them caused by the Underwriters
and relating to the indemnification of the Underwriters by the Company and its
controlling persons.
II-1
24their negligent act, error or omission.
ITEM 16. EXHIBITS.
The following exhibits are filed as part of the Registration Statement:
EXHIBIT
NUMBER DESCRIPTION
- ------ --------------------------------------------------------------------------------- -------------------------------------------------------------------------------
1* -- Form of Underwriting Agreement
3.1*3.1 -- Restated Charter of Registrant (incorporated by reference to Exhibit No. 3.1 to
the Registration Statement on Form S-1 (Registration No. 33-62868)).
3.2*3.2 -- Restated Bylaws of Registrant (incorporated by reference to Exhibit No. 3.2 to
the Registration Statement on Form S-1 (Registration No. 33-62868)).
4.1*4.1 -- Specimen Common Stock certificate or (incorporated by reference to Exhibit No.
4.1 to the Registration Statement on Form S-1 (Registration No. 33-62868)).
4.2*4.2 -- Article 5 of the Registrant's Restated Charter (included in Exhibit 3.1).
5** -- Opinion of Bass, Berry & Sims PLC.
23.1* -- ConsentConsents of Coopers & Lybrand L.L.P.
23.2* -- Consent of Ernst & Young LLP.
23.3* -- Consent of Deloitte & Touche LLP.
23.4** -- Consent of Counsel (included in opinion filed as Exhibit 5).
24*25* -- Power of Attorney.
- -----------------------------------
* Previously filed.previously filed
** previously filed and amended hereby
II-2
12
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities offered hereby, a post-effective amendment to this
Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that the undertakings in paragraph (i) and (ii) above do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registration
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered hereby which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the SecuritiesExchange Act, of 1933 ("Securities Act"), each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions described under Item 14 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered hereunder, the Registrant
will, unless in the opinion of its counsel the matterquestion has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b) (1) or
(4), or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-2II-3
2513
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
AmendmentRegistration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in The City of Knoxville, State of Tennessee, on May 13,July 9, 1996.
REGAL CINEMAS, INC.
By: /s/ MICHAELMichael L. CAMPBELL
----------------------------------Campbell
-----------------------------------------
Michael L. Campbell
Chairman of the Board,
President and Chief Executive Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this
AmendmentRegistration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------------------------------------------- -------------------------------- ------------------------ ----- ----
* Chairman of the Board, May 13,President, July 9, 1996
- --------------------------------------------- President,------------------------------------- Chief Executive Officer and Director
Michael L. Campbell Officer and Director (Principal Executive Officer)
* Vice President and Chief Financial May 13,July 9, 1996
- ---------------------------------------------------------------------------------- Officer and Treasurer (Principal
Lewis Frazer III Financial and Accounting Officer)
* Vice President May 13,Construction, July 9, 1996
- --------------------------------------------- Construction -- Equipment,------------------------------------- Secretary and Director
R. Neal Melton
Secretary and Director
* Director May 13,July 9, 1996
- ----------------------------------------------------------------------------------
Philip D. Borack
* Director May 13,July 9, 1996
- ----------------------------------------------------------------------------------
Michael E. Gellert
* Director May 13,July 9, 1996
- ----------------------------------------------------------------------------------
J. David Grissom
* Director May 13,July 9, 1996
- ----------------------------------------------------------------------------------
William H. Lomicka
* Director May 13,July 9, 1996
- ----------------------------------------------------------------------------------
Herbert S. Sanger, Jr.
* Director May 13,July 9, 1996
- ----------------------------------------------------------------------------------
Jack Tyrrell
*By: /s/ MICHAELMichael L. CAMPBELL
- ---------------------------------------------Campbell
--------------------------------
Michael L. Campbell
Attorney-in-fact
II-3II-4
26
Appendix A Omitted Graphic14
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
3.1 -- Restated Charter of Registrant (incorporated by
reference to Exhibit No. 3.1 to the Registration
Statement on Form S-1 (Registration No. 33-62868)).
3.2 -- Restated Bylaws of Registrant (incorporated by
reference to Exhibit No. 3.2 to the Registration
Statement on Form S-1 (Registration No. 33-62868)).
4.1 -- Specimen Common Stock certificate or (incorporated
by reference to Exhibit No. 4.1 to the Registration
Statement on Form S-1 (Registration No. 33-62868)).
4.2 -- Article 5 of the Registrant's Restated Charter
(included in Exhibit 3.1).
5** -- Opinion of Bass, Berry & Sims PLC.
23.1* -- Consents of Coopers & Lybrand L.L.P.
23.2* -- Consent of Ernst & Young LLP.
23.3* -- Consent of Deloitte & Touche LLP.
23.4** -- Consent of Counsel (included in opinion filed as
Exhibit 5).
25* -- Power of Attorney.
- ------------------
* previously filed
** previously filed and Image Material
The following is a narrative description of graphic and image material
contained in the printed version of the prospectus which has been omitted from
the version filed electronically.
Inside front cover:
1. A map of the United States depicting the Company's screen count
in states where it has theatres. The screen counts are
presented as screens in operation, screens under construction,
screens in announced acquisitions and total screens.
2. A collage of pictures depicting (i) an outside view of the
front of a Regal theatre facility, (ii) a specialty cafe inside
a Regal theatre lobby, (iii) a wide angle view of a Regal theatre
lobby, (iv) an outside view of the entrance to a FunScape and (v)
an inside view of a Regal theatre featuring stadium-style seating.
3. The following text accompanies the pictures described above:
The Company's theatre's and FunScape locations are bright and
inviting, acting as destination points which can expand the
geographic territory of a given market zone.
Prominent and appealing concession stands are designed for
rapid service and efficiency. Through optimizing product mix,
special promotions and cross selling, the Company seeks to maximize
concession revenues.
In many of the Company's theatres, patrons can enjoy specialty
cafes serving non-traditional theatre fare, such as cappuccino,
fruit juices, bottled water, cookies and muffins, soft pretzels and
ice cream.
Stadium-style seating in many of the Company's new theatres
offers the latest in customer comfort and viewing enjoyment.
Inside back cover:
1. A drawing depicting the layout of a typical FunScape centered
among a series of pictures depicting the various features of a
FunScape. Each picture is connected by a broken line to the
section of the layout that it depicts. The following areas of a
FunScape are depicted:
"Stop-N-Play" life size game board, high-tech arcade and
virtual reality, "Krazy Kars," birthday party rooms, "Star" motion
thrill theatre (depicted from inside and outside), "Bridge Street"
eatery (depicted twice), 36 hole miniature golf course, kiddie
redemption arcade and "Power Sports" video batting cages.
2. The following text accompanies the pictures described above:
FunScape is a complete, one-stop family entertainment center.
It features a multi-screen movie theatre adjacent to a family
entertainment facility and branded food court. The complex is a
destination that offers entertainment for patrons of all ages. For
younger children, the park includes a soft play area that
incorporates both physical and creative play. Teens and adults can
enjoy a variety of activities ranging from miniature golf to
virtual reality experiences. The park is totally enclosed for year
round operation.
FunScape debuted in August 1995 in Chesapeake, Virginia, and a
second FunScape opened in Rochester, New York in February 1996.
Two FunScapes are under construction, in Syracuse, New York and
Brandywine, Delaware, and an additional FunScape unit construction
is anticipated to begin in 1996.
3. An external view of the front of a Regal theatre facility.amended hereby