1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 13, 1999
REGISTRATION NO. 333-69943
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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REGAL CINEMAS, INC.
(Exact Name of Registrant as Specified in Its Charter)
TENNESSEE 7830 62-1412720
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification
Incorporation or Organization) Classification Code Number) No.)
MICHAEL L. CAMPBELL
PRESIDENT AND CHIEF EXECUTIVE OFFICER
REGAL CINEMAS, INC.
7132 COMMERCIAL PARK DRIVE 7132 COMMERCIAL PARK DRIVE
KNOXVILLE, TENNESSEE 37918 KNOXVILLE, TENNESSEE 37918
(423) 922-1123 (423) 922-1123
(Address, Including Zip Code, and Telephone (Name, Address, Including Zip Code, and
Number, Telephone Number,
Including Area Code, of Registrants' Principal Including Area Code, of Agent For Service)
Executive Office)
With a copy to:
JEREMY W. DICKENS
WEIL, GOTSHAL & MANGES LLP
100 CRESCENT COURT, SUITE 1300
DALLAS, TEXAS 75201
(214) 746-7700
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is a compliance
with General Instruction G, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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 this form is a post-effective amendment filed pursuant to the Rule
462(d) 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. [ ] _______
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE MAXIMUM OFFERING AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PRICE PER UNIT OFFERING PRICE(1) REGISTRATION FEE(2)
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8 7/8% Senior Subordinated
Debentures due 2010........ $200,000,000 100% $200,000,000 $55,600
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(1) Estimated solely for the purpose of calculating the registration fee.
(2) Calculated in accordance with Rule 457(f) under the Securities Act of 1933,
as amended.
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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) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. 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 interests, (iii) in all other cases, the director or 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 or 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 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
or was adjudged liable, provided that if such officer or director was adjudged
liable, indemnification is limited to reasonable expenses.
Article 8 of the Amended and Restated Charter (the "Charter") of the
Company and its Restated 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 certain of the Company's directors and executive officers.
Directors' and officers' liability insurance has also been obtained by the
Company, the effect of which is to indemnify certain directors and officers of
the Company against certain damages and expenses because of certain claims made
against them caused by their negligent act, error or omission.
The above discussion of the Charter and Bylaws of the Company and the TBCA
is not intended to be exhaustive and is qualified in its entirety by reference
thereto.
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Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the 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 of expenses incurred or paid by a director, officer or controlling
person thereof in the successful defense of any action, suit or proceeding) is
asserted by a director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question of 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.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits:
EXHIBIT
NO. DESCRIPTION
------- -----------
2.1 -- Agreement and Plan of Merger, dated as of January 19,
1998, by and among Regal Cinemas, Inc., Screen
Acquisition Corp. and Monarch Acquisition Corp.(1)
2.2 -- Agreement and Plan of Merger, dated as of August 20,
1998, by and among Regal Cinemas, Inc., Knoxville
Acquisition Corp. and Act III Cinemas, Inc.(2)
3.1 -- Amended and Restated Charter of the Registrant.(3)
3.2 -- Restated Bylaws of the Registrant.(4)
4.1 -- Specimen Common Stock certificate.(4)
4.2 -- Article 5 of the Registrant's Amended and Restated
Charter (included in the Amended and Restated Charter
filed as Exhibit 3.1 hereto).
4.3 -- Indenture, dated as of May 27, 1998, by and between Regal
Cinemas, Inc. and IBJ Whitehall Bank & Trust Company
(formerly IBJ Schroder Bank & Trust Company).(5)
4.4 -- Form of Regal Cinemas, Inc. 9 1/2% Senior Subordinated
Note due June 1, 2008 (contained in Indenture filed as
Exhibit 4.3 hereto).
4.5 -- Indenture, dated as of December 16, 1998, by and between
Regal Cinemas, Inc. and IBJ Whitehall Bank & Trust
Company (formerly IBJ Schroder Bank & Trust Company).*
4.6 -- Form of Regal Cinemas, Inc. 8 7/8% Senior Subordinated
Debenture due December 15, 2010 (contained in the
Indenture filed as Exhibit 4.5 hereto).
5 -- Opinion of Weil, Gotshal & Manges LLP.+
10.1 -- Employment Agreement, dated as of May 27, 1998, by and
between Regal Cinemas, Inc. and Michael L. Campbell.(5)
10.2 -- Employment Agreement, dated as of May 27, 1998, by and
between Regal Cinemas, Inc. and Gregory W. Dunn.(5)
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EXHIBIT
NO. DESCRIPTION
------- -----------
10.3 -- Credit Agreement, dated as of May 27, 1998, by and
between Regal Cinemas, Inc., its subsidiaries and the
lenders named therein.(5)
10.3-1 -- First Amendment, dated as of August 26, 1998, by and
between Regal Cinemas, Inc., its subsidiaries and the
lenders named therein.(3)
10.3-2 -- Second Amendment, dated as of December 30, 1998, by and
between Regal Cinemas, Inc., its subsidiaries and the
lenders named therein.(9)
10.4 -- Agreement and Plan of Merger, dated as of June 11, 1997,
by and among Regal Cinemas, Inc., Regal Acquisition
Corporation, RAC Corporation, RAC Finance Corp., Cobb
Theatres, L.L.C., R.C. Cobb, Inc., Cobb Theatres II,
Inc., Cobb Finance Corp. and Tricob Partnership.(6)
10.5 -- Agreement and Waiver, dated as of July 31, 1997, by and
among Regal Cinemas, Inc., Regal Acquisition Corporation,
RAC Corporation, RAC Finance Corp., Cobb Theatres,
L.L.C., R.C. Cobb, Inc., Cobb Theatres II, Inc., Cobb
Finance Corp. and Tricob Partnership.(7)
10.6 -- 1993 Employee Stock Incentive Plan.(4)
10.7 -- Regal Cinemas, Inc. Participant Stock Option Plan.(4)
10.8 -- Regal Cinemas, Inc. Employee Stock Option Plan.(4)
10.9 -- 1998 Stock Purchase and Option Plan for Key Employees of
Regal Cinemas, Inc.(8)
10.10 -- Form of Management Stockholder's Agreement.(8)
10.11 -- Form of Non-Qualified Stock Option Agreement.(8)
10.12 -- Form of Sale Participation Agreement.(8)
10.13 -- Form of Registration Rights Agreement.(8)
10.14 -- Stockholders' Agreement, dated as of May 27, 1998, by and
among Regal Cinemas, Inc., KKR 1996 Fund, L.P., KKR
Partners II, L.P. and Regal Equity Partners, L.P.(3)
10.15 -- Stockholders' and Registration Rights Agreement, dated as
of May 27, 1998, by and among Regal Cinemas, Inc., KKR
1996 Fund, L.P., KKR Partners II, L.P., Regal Equity
Partners, L.P. and the DLJ signatories thereto.(3)
10.16 -- Placement Agreement, dated as of November 4, 1998, by and
between Regal Cinemas, Inc. and Morgan Stanley & Co.
Incorporated.(9)
10.17 -- Registration Rights Agreement, dated as of November 10,
1998, by and between Regal Cinemas, Inc. and Morgan
Stanley & Co. Incorporated.(9)
10.18 -- Placement Agreement, dated as of December 9, 1998, by and
among Regal Cinemas, Inc., Morgan Stanley & Co.
Incorporated and Donaldson, Lufkin & Jenrette Securities
Corporation.*
10.19 -- Registration Rights Agreement, dated as of December 16,
1998, by and among Regal Cinemas, Inc., Morgan Stanley &
Co. Incorporated and Donaldson, Lufkin & Jenrette
Securities Corporation.*
II-3
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EXHIBIT
NO. DESCRIPTION
------- -----------
12 -- Statement regarding computation of ratio of earnings to
fixed charges.*
16.1 -- Letter from PricewaterhouseCoopers LLP.(10)
16.2 -- Letter from PricewaterhouseCoopers LLP.(11)
21 -- Subsidiaries.(3)
23.1 -- Consent of Weil, Gotshal & Manges LLP (included in the
opinion filed as Exhibit 5 hereto).
23.2 -- Consent of Deloitte & Touche LLP.*
23.3 -- Consent of PricewaterhouseCoopers LLP (Portland,
Oregon).*
23.4 -- Consent of PricewaterhouseCoopers LLP (Knoxville,
Tennessee).*
23.5 -- Consent of Ernst & Young LLP.*
24 -- Powers of Attorney of directors and executive officers of
the Registrant (included on signature pages).
25.1 -- Statement of Eligibility and Qualification of IBJ
Whitehall Bank & Trust Company (formerly IBJ Schroder
Bank & Trust Company), as Trustee, under the Indenture
listed as Exhibit 4.3 hereto on Form T-1.(3)
25.2 -- Statement of Eligibility and Qualification of IBJ
Whitehall Bank & Trust Company (formerly IBJ Schroder
Bank & Trust Company), as Trustee, under the Indenture
listed as Exhibit 4.5 hereto on Form T-1.*
27 -- Financial Data Schedule (for SEC use only).*
99.1 -- Form of Letter of Transmittal.+
99.2 -- Form of Notice of Guaranteed Delivery.+
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* Previously filed.
+ Filed herewith.
(1) Incorporated by reference to the Registrant's Current Report on Form 8-K
dated January 20, 1998.
(2) Incorporated by reference to the Registrant's Current Report on Form 8-K
dated September 1, 1998.
(3) Incorporated by reference to the Registrant's Registration Statement on
Form S-4, Registration No. 333-64399.
(4) Incorporated by reference to the Registrant's Registration Statement on
Form S-1, Registration No. 33-62868.
(5) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended July 2, 1998.
(6) Incorporated by reference to Cobb Theatres, L.L.C.'s Quarterly Report on
Form 10-Q for the quarter ended May 31, 1997.
(7) Incorporated by reference to the Registrant's Current Report on Form 8-K
dated August 14, 1997.
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(8) Incorporated by reference to the Registrant's Registration Statement on
Form S-8, Registration No. 333-52943.
(9) Incorporated by reference to the Registrant's Registration Statement on
Form S-4, Registration No. 333-69931.
(10) Incorporated by reference to the Registrant's Current Report on Form 8-K/A
dated September 16, 1998.
(11) Incorporated by reference to the Registrant's Current Report on Form 8-K/A
dated September 23, 1998.
ITEM 22. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the 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 the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act, 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 the time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.
(4) The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to its Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Knoxville, State of Tennessee, on January 13, 1999.
REGAL CINEMAS, INC.
By: /s/ MICHAEL L. CAMPBELL
--------------------------------------
Michael L. Campbell
President and Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 1 HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ MICHAEL L. CAMPBELL President, Chief Executive January 13, 1999
- --------------------------------------------- Officer and Director
Michael L. Campbell (Principal Executive
Officer)
/s/ D. MARK MONROE Vice President, January 13, 1999
- --------------------------------------------- Acting Chief Financial
D. Mark Monroe Officer and Treasurer
(Principal Financial and
Accounting Officer)
* Director January 13, 1999
- ---------------------------------------------
David Deniger
* Director January 13, 1999
- ---------------------------------------------
Thomas O. Hicks
* Director January 13, 1999
- ---------------------------------------------
Henry R. Kravis
* Director January 13, 1999
- ---------------------------------------------
Michael J. Levitt
* Director January 13, 1999
- ---------------------------------------------
John R. Muse
* Director January 13, 1999
- ---------------------------------------------
Alexander Navab, Jr.
* Director January 13, 1999
- ---------------------------------------------
Clifton S. Robbins
* Director January 13, 1999
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George R. Roberts
*By: /s/ MICHAEL L. CAMPBELL
--------------------------------------
Michael L. Campbell
Attorney-in-Fact
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INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
------- -----------
2.1 -- Agreement and Plan of Merger, dated as of January 19,
1998, by and among Regal Cinemas, Inc., Screen
Acquisition Corp. and Monarch Acquisition Corp.(1)
2.2 -- Agreement and Plan of Merger, dated as of August 20,
1998, by and among Regal Cinemas, Inc., Knoxville
Acquisition Corp. and Act III Cinemas, Inc.(2)
3.1 -- Amended and Restated Charter of the Registrant.(3)
3.2 -- Restated Bylaws of the Registrant.(4)
4.1 -- Specimen Common Stock certificate.(4)
4.2 -- Article 5 of the Registrant's Amended and Restated
Charter (included in the Amended and Restated Charter
filed as Exhibit 3.1 hereto).
4.3 -- Indenture, dated as of May 27, 1998, by and between Regal
Cinemas, Inc. and IBJ Whitehall Bank & Trust Company
(formerly IBJ Schroder Bank & Trust Company).(5)
4.4 -- Form of Regal Cinemas, Inc. 9 1/2% Senior Subordinated
Note due June 1, 2008 (contained in Indenture filed as
Exhibit 4.3 hereto).
4.5 -- Indenture, dated as of December 16, 1998, by and between
Regal Cinemas, Inc. and IBJ Whitehall Bank & Trust
Company (formerly IBJ Schroder Bank & Trust Company).*
4.6 -- Form of Regal Cinemas, Inc. 8 7/8% Senior Subordinated
Debenture due December 15, 2010 (contained in the
Indenture filed as Exhibit 4.5 hereto).
5 -- Opinion of Weil, Gotshal & Manges LLP.+
10.1 -- Employment Agreement, dated as of May 27, 1998, by and
between Regal Cinemas, Inc. and Michael L. Campbell.(5)
10.2 -- Employment Agreement, dated as of May 27, 1998, by and
between Regal Cinemas, Inc. and Gregory W. Dunn.(5)
10.3 -- Credit Agreement, dated as of May 27, 1998, by and
between Regal Cinemas, Inc., its subsidiaries and the
lenders named therein.(5)
10.3-1 -- First Amendment, dated as of August 26, 1998, by and
between Regal Cinemas, Inc., its subsidiaries and the
lenders named therein.(3)
10.3-2 -- Second Amendment, dated as of December 30, 1998, by and
between Regal Cinemas, Inc., its subsidiaries and the
lenders named therein.(9)
10.4 -- Agreement and Plan of Merger, dated as of June 11, 1997,
by and among Regal Cinemas, Inc., Regal Acquisition
Corporation, RAC Corporation, RAC Finance Corp., Cobb
Theatres, L.L.C., R.C. Cobb, Inc., Cobb Theatres II,
Inc., Cobb Finance Corp. and Tricob Partnership.(6)
9
EXHIBIT
NO. DESCRIPTION
------- -----------
10.5 -- Agreement and Waiver, dated as of July 31, 1997, by and
among Regal Cinemas, Inc., Regal Acquisition Corporation,
RAC Corporation, RAC Finance Corp., Cobb Theatres,
L.L.C., R.C. Cobb, Inc., Cobb Theatres II, Inc., Cobb
Finance Corp. and Tricob Partnership.(7)
10.6 -- 1993 Employee Stock Incentive Plan.(4)
10.7 -- Regal Cinemas, Inc. Participant Stock Option Plan.(4)
10.8 -- Regal Cinemas, Inc. Employee Stock Option Plan.(4)
10.9 -- 1998 Stock Purchase and Option Plan for Key Employees of
Regal Cinemas, Inc.(8)
10.10 -- Form of Management Stockholder's Agreement.(8)
10.11 -- Form of Non-Qualified Stock Option Agreement.(8)
10.12 -- Form of Sale Participation Agreement.(8)
10.13 -- Form of Registration Rights Agreement.(8)
10.14 -- Stockholders' Agreement, dated as of May 27, 1998, by and
among Regal Cinemas, Inc., KKR 1996 Fund, L.P., KKR
Partners II, L.P. and Regal Equity Partners, L.P.(3)
10.15 -- Stockholders' and Registration Rights Agreement, dated as
of May 27, 1998, by and among Regal Cinemas, Inc., KKR
1996 Fund, L.P., KKR Partners II, L.P., Regal Equity
Partners, L.P. and the DLJ signatories thereto.(3)
10.16 -- Placement Agreement, dated as of November 4, 1998, by and
between Regal Cinemas, Inc. and Morgan Stanley & Co.
Incorporated.(9)
10.17 -- Registration Rights Agreement, dated as of November 10,
1998, by and between Regal Cinemas, Inc. and Morgan
Stanley & Co. Incorporated.(9)
10.18 -- Placement Agreement, dated as of December 9, 1998, by and
among Regal Cinemas, Inc., Morgan Stanley & Co.
Incorporated and Donaldson, Lufkin & Jenrette Securities
Corporation.*
10.19 -- Registration Rights Agreement, dated as of December 16,
1998, by and among Regal Cinemas, Inc., Morgan Stanley &
Co. Incorporated and Donaldson, Lufkin & Jenrette
Securities Corporation.*
12 -- Statement regarding computation of ratio of earnings to
fixed charges.*
10
EXHIBIT
NO. DESCRIPTION
------- -----------
16.1 -- Letter from PricewaterhouseCoopers LLP.(10)
16.2 -- Letter from PricewaterhouseCoopers LLP.(11)
21 -- Subsidiaries.(3)
23.1 -- Consent of Weil, Gotshal & Manges LLP (included in the
opinion filed as Exhibit 5 hereto).
23.2 -- Consent of Deloitte & Touche LLP.*
23.3 -- Consent of PricewaterhouseCoopers LLP (Portland,
Oregon).*
23.4 -- Consent of PricewaterhouseCoopers LLP (Knoxville,
Tennessee).*
23.5 -- Consent of Ernst & Young LLP.*
24 -- Powers of Attorney of directors and executive officers of
the Registrant (included on signature pages).
25.1 -- Statement of Eligibility and Qualification of IBJ
Whitehall Bank & Trust Company (formerly IBJ Schroder
Bank & Trust Company), as Trustee, under the Indenture
listed as Exhibit 4.3 hereto on Form T-1.(3)
25.2 -- Statement of Eligibility and Qualification of IBJ
Whitehall Bank & Trust Company (formerly IBJ Schroder
Bank & Trust Company), as Trustee, under the Indenture
listed as Exhibit 4.5 hereto on Form T-1.*
27 -- Financial Data Schedule (for SEC use only).*
99.1 -- Form of Letter of Transmittal.+
99.2 -- Form of Notice of Guaranteed Delivery.+
- -------------------------
* Previously filed.
+ Filed herewith.
(1) Incorporated by reference to the Registrant's Current Report on Form 8-K
dated January 20, 1998.
(2) Incorporated by reference to the Registrant's Current Report on Form 8-K
dated September 1, 1998.
(3) Incorporated by reference to the Registrant's Registration Statement on
Form S-4, Registration No. 333-64399.
(4) Incorporated by reference to the Registrant's Registration Statement on
Form S-1, Registration No. 33-62868.
(5) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended July 2, 1998.
(6) Incorporated by reference to Cobb Theatres, L.L.C.'s Quarterly Report on
Form 10-Q for the quarter ended May 31, 1997.
(7) Incorporated by reference to the Registrant's Current Report on Form 8-K
dated August 14, 1997.
(8) Incorporated by reference to the Registrant's Registration Statement on
Form S-8, Registration No. 333-52943.
11
(9) Incorporated by reference to the Registrant's Registration Statement on
Form S-4, Registration No. 333-69931.
(10) Incorporated by reference to the Registrant's Current Report on Form 8-K/A
dated September 16, 1998.
(11) Incorporated by reference to the Registrant's Current Report on Form 8-K/A
dated September 23, 1998.