0001013594-05-000189.txt : 20120618
0001013594-05-000189.hdr.sgml : 20120618
20050318190841
ACCESSION NUMBER: 0001013594-05-000189
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050321
DATE AS OF CHANGE: 20050318
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: AMARANTH LLC
CENTRAL INDEX KEY: 0001167129
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
BUSINESS ADDRESS:
STREET 1: ONE AMERICAN LANE
CITY: GREENWICH
STATE: CT
ZIP: 06831
BUSINESS PHONE: 2036258300
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: REGAL ENTERTAINMENT GROUP
CENTRAL INDEX KEY: 0001168696
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE THEATERS [7830]
IRS NUMBER: 020556934
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1229
FILING VALUES:
FORM TYPE: SC 13G
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-78702
FILM NUMBER: 05692799
BUSINESS ADDRESS:
STREET 1: 9110 NICHOLS AVE
STREET 2: STE 200
CITY: ENGLEWOOD
STATE: CO
ZIP: 80112
BUSINESS PHONE: 3037923600
MAIL ADDRESS:
STREET 1: 9110 NICHOLS AVE
STREET 2: STE 200
CITY: ENGLEWOOD
STATE: CO
ZIP: 80112
SC 13G
1
regal13g-031805.txt
MARCH 18, 2005
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d
(Amendment No.)*
Regal Entertainment Group
----------------------------------
(Name of Issuer)
Class A Common Stock
----------------------------------
(Title of Class of Securities)
758766109
----------------------------------
(CUSIP Number)
March 10, 2005
----------------------------------
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Amaranth LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
5,159,242
--------------------------
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
5,159,242
--------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See 6 and 8 above.
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.2%
--------------------------
12. TYPE OF REPORTING PERSON*
CO
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Amaranth Advisors L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
5,159,242
--------------------------
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
5,159,242
--------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See 6 and 8 above.
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.2%
--------------------------
12. TYPE OF REPORTING PERSON*
IA
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Nicholas M. Maounis
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
5,159,242
--------------------------
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
5,159,242
--------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See 6 and 8 above.
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.2%
--------------------------
12. TYPE OF REPORTING PERSON*
IN, HC
ITEM 1(a). Name of Issuer:
Regal Entertainment Group
-------------------------------------
Item 1(b). Address of Issuer's Principal Executive Offices:
9110 East Nichols Avenue
Suite 200
Centennial, CO 80112
Item 2(a). Name of Persons Filing:
Item 2(b). Address of Principal Business Office or, if None, Residence:
Item 2(c). Citizenship:
Amaranth LLC
c/o Amaranth Advisors L.L.C.
One American Lane
Greenwich, Connecticut 06831
Cayman Islands company
Amaranth Advisors L.L.C.
One American Lane
Greenwich, Connecticut 06831
Delaware limited liability company
Nicholas M. Maounis
c/o Amaranth Advisors L.L.C.
One American Lane
Greenwich, Connecticut 06831
U.S. Citizen
Amaranth Advisors L.L.C. is the trading advisor for Amaranth LLC ("Amaranth")
and has been granted investment discretion over portfolio investments, including
the Common Stock (as defined below), held by it. Maounis is the managing member
of Amaranth Advisors L.L.C. and may, by virtue of his position as managing
member, be deemed to have power to direct the vote and disposition of the Common
Stock held for Amaranth.
Item 2(d). Title of Class of Securities
Class A Common Stock $0.001 Par Value ("Common Stock")
----------------------------------------------------------
Item 2(e). CUSIP Number: 758766109
---------------
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company defined in Section 3(a)(19) of the Exchange Act.
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act.
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box [x]
Item 4. Ownership. See footnote (*)
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
The Reporting Persons beneficially own 5,159,242 shares of the issuers
Common Stock which are comprised of (i) 12,700 shares of Common Stock,
and (ii) the Issuer's 3.75% debentures due May 15, 2008 which are
convertible into 5,146,542 shares of Common Stock
(b) Percent of class:
8.2%
---------
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote
0
(ii) Shared power to vote or to direct the vote
See Item 4(a).
(iii) Sole power to dispose or to direct the disposition of
0
(iv) Shared power to dispose or to direct the disposition of
See Item 4(a).
* The indenture dated as of May 28, 2003 between Regal Entertainment Group
(the "Company") and U.S. Bank National Association, as Trustee (the
"Indenture"), for the 3 3/4% Convertible Senior Notes due May 15, 2008 (the
"Notes") of Regal Entertainment Group (the "Company") provides for the Notes to
be converted into Class A common stock of the Company at a conversion price
determined pursuant to its terms. Section 10.4(e) of the Indenture sets forth
the calculation to be used for adjusting the conversion price in the event of a
distribution in excess of the Maximum Allowed Amount, as defined in the
Indenture (any such distribution, an "Excess Dividend"). In relevant part,
Section 10.4(e) provides as follows:
the Conversion Price shall be reduced so that the same shall equal the
price determined by multiplying such Conversion Price in effect
immediately prior so such date of determination by a fraction of which
(x) the numerator shall be the average of the Volume Weighted Average
------------------------------------------------------------------
Prices for the three Trading Days ending on the date immediately
----------------------------------------------------------------------
preceding the Ex-Dividend Date for such dividend or distribution less
----------------------------------------------------------------
the difference between (a) the sum of such dividends or distributions
during such 12 months preceding the date of payment applicable to one
share of Class A Common Stock (determined on the basis of the number
of shares of Class A Common Stock outstanding on the determination
date) and (b) the Maximum Allowed Amount and (y) the average of the
------------------
Volume Weighted Average Prices for the three Trading Days ending on
----------------------------------------------------------------------
the date immediately preceding the dividend date for such dividend or
----------------------------------------------------------------------
distribution. (emphasis added).
------------
As detailed in the governing contractual language set forth above, the
Volume Weighted Average Price to be used in the numerator of the equation is for
the three Trading Days immediately preceding the Ex-Dividend Date ("VWAP
-----------------
Ex-Dividend"). In contrast, the Volume Weighted Average Price to be used in the
denominator of the equation is for the three Trading Days immediately preceding
the dividend date ("VWAP Dividend").
-------------
Based on the adjusted conversion price reported in the Company's Current
Reports on Form 8-K and, in particular, those Current Reports filed with the
Commission on June 22, 2004, September 16, 2004, December 16, 2004 and March 15,
2005, the Reporting Person believes that the conversion price adjustments made
by the Company in connection with the Excess Dividends paid on June 15, 2004,
September 15, 2004, December 15, 2004 and March 15, 2005 have incorrectly used
the VWAP Ex-Dividend in the denominator of the equation in place of the
contractually specified VWAP Dividend.
If the conversion price adjustments made by the Company in connection with
the Excess Dividends had been made according to the governing contractual
language in the Indenture, then the conversion rate determined by application of
the formula in Section 10.4(e) would be 69.40979 (based on Bloomberg VWAP data)
and the Conversion Price would be $14.40719. If the adjustment had been made in
such manner, the Reporting Persons' responses to this Item 4 of this Schedule
13G, would be as follows:
(a) Amount beneficially owned:
The Reporting Persons beneficially own 5,596,302 shares of the Issuer's
Common Stock which are comprised of (i) 12,700 shares of Common Stock, and
(ii) the Issuer's 3 3/4% Convertible Senior Notes due May 15, 2008 which
are convertible into an aggregate of 5,583,602 shares of Common Stock.
(b) Percent of class:
8.9%
-----------
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote
0
(ii) Shared power to vote or to direct the vote
See Item 4(a).
(iii) Sole power to dispose or to direct the disposition of
0
(iv) Shared power to dispose or to direct the disposition of
See Item 4(a).
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the Reporting Persons have ceased to be the beneficial
owner of more than five percent of the class of securities, check the
following [ ]. Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Shareholders of Amaranth indirectly participate in the receipt of
dividends from, and proceeds from the sale of, the Common Stock held
for the account of Amaranth.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
See Item 2 in lieu of an Exhibit.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below the undersigned certifies that, to the best of its
knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each
of the undersigned certifies that the information with respect to it set forth
in this statement is true, complete, and correct.
Dated: March 18, 2005
------------------
AMARANTH LLC,
by Amaranth Advisors L.L.C., as Trading Advisor
By: /s/ Karl Wachter
----------------------------
Karl Wachter, Vice President
AMARANTH ADVISORS L.L.C.
By: /s/ Karl Wachter
----------------------------
Karl Wachter, Vice President
NICHOLAS M. MAOUNIS
/s/ Karl Wachter
----------------------------
Karl Wachter by Power of Attorney for Nicholas M. Maounis
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G signed by
each of the undersigned shall be, filed on behalf of each of the undersigned
pursuant to and in accordance with the provisions of Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended.
Dated: March 18, 2005
------------------
AMARANTH LLC
by Amaranth Advisors L.L.C., as Trading Advisor
By: /s/ Karl Wachter
------------------
Karl Wachter, Vice President
AMARANTH ADVISORS L.L.C.
By: /s/ Karl Wachter
------------------
Karl Wachter, Vice President
NICHOLAS M. MAOUNIS
/s/ Karl Wachter
------------------
Karl Wachter by Power of Attorney for Nicholas M. Maounis
EXHIBIT B
POWER OF ATTORNEY
The undersigned hereby makes, constitutes and appoints each of Karl Wachter and
Charles H. Winkler as the undersigned's true and lawful authorized
representative, attorney-in-fact and agent, each with the power individually to
execute for and on behalf of the undersigned and to file with and deliver to the
United States Securities and Exchange Commission and any other authority or
party required or entitled to receive the same: (a) any Forms 3, 4 and 5 in
accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended
(the "1934 Act"), and the rules promulgated thereunder; and (b) any Schedule 13D
or Schedule 13G, and any amendments thereto, on behalf of the undersigned in
accordance with Section 13 of the 1934 Act and the rules promulgated thereunder.
The undersigned also hereby grants to each such attorney-in-fact the full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, hereby ratifying and confirming all that such
attorney-in-fact shall lawfully do or cause to be done by virtue of this power
of attorney and the rights and powers herein granted. The undersigned
acknowledges that each of the foregoing attorneys-in-fact, in serving in such
capacity at the request of the undersigned, is not assuming any of the
undersigned's responsibilities to comply with Section 16 or Section 13 or any
other provision of the 1934 Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file any Forms 3, 4 or 5, or Schedules 13D
or 13G, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of March 12, 2004.
/s/ Nicholas M. Maounis
--------------------------
Nicholas M. Maounis