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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 14, 1997 (July 31, 1997)
REGAL CINEMAS, INC.
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(Exact name of registrant as specified in its charter)
Tennessee 0-21772 62-1412720
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
7132 Commercial Park Drive, Knoxville, Tennessee 37918
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (423) 922-1123
Not Applicable
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On July 31, 1997, Regal Cinemas, Inc. (the "Company") announced the
completion of the acquisition of the business of Cobb Theatres, L.L.C. ("Cobb
Theatres") through the mergers of three of the Company's wholly-owned
subsidiaries with and into R.C. Cobb, Inc. ("Cobb I"), Cobb Theatres II, Inc.
("Cobb II") and Cobb Finance Corp. ("Cobb III"), each an Alabama corporation and
wholly-owned subsidiary of Cobb Theatres and the acquisition by the Company of
all the partnership interests of Tricob Partnership (the "Partnership"), a
general partnership, in accordance with the terms of an Agreement and Plan of
Merger dated June 11, 1997. The transaction was accounted for as a pooling of
interests. The aggregate consideration paid by the Company was 2,837,594 shares
of the Company's Common Stock. The consideration was determined through
arm's-length negotiations among the Company, Cobb Theatres and the Partnership.
In connection with the mergers, the Company also assumed approximately
$110 million of liabilities, including $85 million aggregate principal amount
outstanding of 10-5/8% Senior Secured Notes due 2003 (the "Notes") issued
pursuant to the terms of an Indenture dated March 6, 1996, as amended (the
"Indenture"), among Cobb Theatres, Cobb I, Cobb II, Cobb III and IBJ Schroder
Bank & Trust Company, as Trustee.
Item 5. Other Events.
On August 14, 1997, the Company announced the commencement of a tender
offer for all of the Notes. Concurrently with the tender offer, the Company is
conducting a consent solicitation in order to effect certain changes to the
Indenture. The tender offer and consent solicitation are subject to the terms
and conditions set forth in documentation which has been sent to holders of the
Notes.
Item 7. Financial Statements, Pro Forma Information and Exhibits.
(a) & (b) Financial Statements of Business Acquired and Pro Forma
Financial Information.
The Registrant believes that (i) it is impracticable prior to
the filing of this Current Report on Form 8-K to complete
preparation of the financial statements required to be filed
pursuant to Rule 3-05 of Regulation S-X and the pro forma
financial information required to be filed pursuant to Article
11 of Regulation S-X, and (ii) such information will be
available, and will be filed by the Registrant with the
Securities and Exchange Commission as promptly as practicable,
within 60 days after this Current Report on Form 8-K is
required to be filed.
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(c) Exhibits.
2.1 Agreement and Plan of Merger, dated 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 (incorporated by reference to Cobb
Theatres, L.L.C.'s Quarterly Report on Form 10-Q for the
quarterly period ended May 31, 1997, as filed with the
Commission on July 15, 1997) (Pursuant to Item 601(b)(2) of
Regulation S-K, the schedules to this agreement were omitted,
but will be provided supplementally to the Commission upon
request.).
2.2 Agreement and Waiver dated July 31, 1997, by an 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.
10.1 Seventh Amendment to Second Amended and Restated Loan
Agreement dated July 30, 1997.
10.2 Indenture dated March 6, 1996 among Cobb Theatres, L.L.C.,
R.C. Cobb, Inc., Cobb Theatres II, Inc., Cobb Finance Corp.
and IBJ Schroder Bank & Trust Company (incorporated by
reference to Exhibit (4)-1 to Cobb Theatres, L.L.C.'s
Registration Statement on Form S-4 as filed with the
Commission on June 7, 1996 (Registration No. 333-02724)).
10.3 First Supplemental Indenture dated August 30, 1996 among Cobb
Theatres, L.L.C., Cobb Finance Corp., R. C. Cobb, Inc., Cobb
Theatres II, Inc. and IBJ Schroder Bank & Trust Company.
10.4 Second Supplemental Indenture dated July 30, 1997 among Cobb
Theatres, L.L.C., Cobb Finance Corp., R. C. Cobb, Inc., Cobb
Theatres II, Inc. and IBJ Schroder Bank & Trust Company.
10.5 Third Supplemental Indenture dated July 31, 1997 among Cobb
Theatres, L.L.C., Cobb Finance Corp., R. C. Cobb, Inc., Cobb
Theatres II, Inc., Regal Cinemas, Inc. and IBJ Schroder Bank &
Trust Company (Pursuant to Item 601(b)(2) of Regulation S-K,
the schedules to this agreement are omitted, but will be
provided supplementally to the Commission upon request.).
99.1 Press Release
99.2 Press Release
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
REGAL CINEMAS, INC.
Date: August 14, 1997 By: /s/ Lewis Frazer III
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Lewis Frazer III
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
2.1 Agreement and Plan of Merger, dated 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 (incorporated by reference to Cobb
Theatres, L.L.C.'s Quarterly Report on Form 10-Q for the
quarterly period ended May 31, 1997, as filed with the
Commission on July 15, 1997) (Pursuant to Item 601(b)(2) of
Regulation S-K, the schedules to this agreement were omitted,
but will be provided supplementally to the Commission upon
request.).
2.2 Agreement and Waiver dated July 31, 1997, by an 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.
10.1 Seventh Amendment to Second Amended and Restated Loan
Agreement dated July 30, 1997.
10.2 Indenture dated March 6, 1996 among Cobb Theatres, L.L.C.,
R.C. Cobb, Inc., Cobb Theatres II, Inc., Cobb Finance Corp.
and IBJ Schroder Bank & Trust Company (incorporated by
reference to Exhibit (4)-1 to Cobb Theatres, L.L.C.'s
Registration Statement on Form S-4 as filed with the
Commission on June 7, 1996 (Registration No. 333-02724)).
10.3 First Supplemental Indenture dated August 30, 1996 among Cobb
Theatres, L.L.C., Cobb Finance Corp., R. C. Cobb, Inc., Cobb
Theatres II, Inc. and IBJ Schroder Bank & Trust Company.
10.4 Second Supplemental Indenture dated July 30, 1997 among Cobb
Theatres, L.L.C., Cobb Finance Corp., R. C. Cobb, Inc., Cobb
Theatres II, Inc. and IBJ Schroder Bank & Trust Company.
10.5 Third Supplemental Indenture dated July 31, 1997 among Cobb
Theatres, L.L.C., Cobb Finance Corp., R. C. Cobb, Inc., Cobb
Theatres II, Inc., Regal Cinemas, Inc. and IBJ Schroder Bank &
Trust Company (Pursuant to Item 601(b)(2) of Regulation S-K,
the schedules to this agreement are omitted, but will be
provided supplementally to the Commission upon request.).
99.1 Press Release
99.2 Press Release