-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DFRY0Xqt1LD7eSyIOKfiJr0PBqx62jZEinBAhE10XjbsNsNCTQnY/6gl9uPpGLZI 9jTg31XSTgSeRlYkj7Urew== 0000950134-99-000169.txt : 19990114 0000950134-99-000169.hdr.sgml : 19990114 ACCESSION NUMBER: 0000950134-99-000169 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REGAL CINEMAS INC CENTRAL INDEX KEY: 0000905035 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE THEATERS [7830] IRS NUMBER: 621412720 STATE OF INCORPORATION: TN FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-69943 FILM NUMBER: 99505532 BUSINESS ADDRESS: STREET 1: 7132 COMMERCIAL PARK DR CITY: KNOXVILLE STATE: TN ZIP: 37918 BUSINESS PHONE: 4239221123 MAIL ADDRESS: STREET 1: 7132 COMMERCIAL PARK DR CITY: KNOXVILLE STATE: TN ZIP: 37918 S-4/A 1 AMENDMENT NO. 1 TO FORM S-4 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 13, 1999 REGISTRATION NO. 333-69943 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------ AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------ 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. [ ] _______ ------------------------------ CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------- 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) - ------------------------------------------------------------------------------------------------------------------- 8 7/8% Senior Subordinated Debentures due 2010........ $200,000,000 100% $200,000,000 $55,600 - ------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------
(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. ------------------------------ 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. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 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. II-1 3 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)
II-2 4
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 5
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.+
- ------------------------- * 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. II-4 6 (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. II-5 7 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 - --------------------------------------------- George R. Roberts *By: /s/ MICHAEL L. CAMPBELL -------------------------------------- Michael L. Campbell Attorney-in-Fact
II-6 8 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. EX-5 2 OPINION OF WEIL, GOTSCHAL & MANGES LLP 1 EXHIBIT 5 January 13, 1999 Regal Cinemas, Inc. 7132 Commercial Park Drive Knoxville, Tennessee 37918 Ladies and Gentlemen We have acted as counsel to Regal Cinemas, Inc., a Tennessee corporation (the "Issuer"), in connection with the preparation and filing by the Issuer of a Registration Statement on Form S-4 (Registration No. 333-69943) (the "Registration Statement") filed with the Securities and Exchange Commission on December 30, 1998 under the Securities Act of 1933, as amended (the "Act"), relating to the Issuer's $200,000,000 aggregate principal amount of 8 7/8% Senior Subordinated Debentures due 2010 (the "Debentures") that may be issued in exchange for a like principal amount of the issued and outstanding 8 7/8% Senior Subordinated Debentures due 2010 (the "Old Debentures") of the Issuer. The Issuer proposes to offer, upon the terms set forth in the prospectus contained in the Registration Statement, to exchange $1,000 principal amount of Debentures for each $1,000 principal amount of Old Debentures (the "Exchange Offer"). The Debentures will be issued under the Indenture (the "Indenture"), dated as of December 16, 1998, by and among the Issuer and IBJ Whitehall Bank & Trust Company (formerly IBJ Schroder Bank & Trust Company), as trustee (the "Trustee"). Capitalized terms defined in the Registration Statement and not otherwise defined herein are used herein as so defined. In so acting, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Indenture, the form of the Debentures set forth in the Indenture and such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Issuer and have made such inquiries of such officers and representatives as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. We have 2 also assumed (i) the due organization and existence of the Issuer, (ii) that the Issuer has the requisite corporate power and authority to enter into and perform its obligations under the Indenture and (iii) that the Issuer has duly authorized, executed and delivered the Indenture. As to all questions of fact material to this opinion that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Issuer. Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that the Debentures have been duly authorized by the Issuer for issuance and, when executed by the Issuer and authenticated by the Trustee in accordance with the terms of the Indenture, and delivered in exchange for the Old Debentures in accordance with the Exchange Offer, will be legal, valid and binding obligations of the Issuer, enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). The opinion expressed herein is limited to the laws of the State of New York and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the reference to this firm under the caption "Legal Matters" in the Prospectus forming a part of the Registration Statement. Very truly yours, /s/ WEIL, GOTSHAL & MANGES LLP 2 EX-99.1 3 FORM OF LETTER OF TRANSMITTAL 1 LETTER OF TRANSMITTAL TO TENDER UNREGISTERED 8 7/8% SENIOR SUBORDINATED DEBENTURES DUE 2010 OF REGAL CINEMAS, INC. PURSUANT TO THE EXCHANGE OFFER AND PROSPECTUS DATED JANUARY 15, 1999 THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FEBRUARY 17, 1999 (THE "EXPIRATION DATE"), UNLESS THE EXCHANGE OFFER IS EXTENDED BY THE COMPANY. THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS: IBJ WHITEHALL BANK & TRUST COMPANY Deliver to: IBJ Whitehall Bank & Trust Company, Exchange Agent By Registered or Certified Mail: By Hand or Overnight Delivery: IBJ Whitehall Bank & Trust Company IBJ Whitehall Bank & Trust Company P.O. Box 84 One State Street Bowling Green Station New York, New York 10004 New York, New York 10274-0084 Attn: Securities Processing Window, Attn: Reorganization Dept. SC-1
By Facsimile (for Eligible Institutions): (212) 858-2611 For Information or Confirmation by Telephone: (212) 858-2103 (Originals of all documents sent by facsimile should be sent promptly by registered or certified mail, by hand or by overnight delivery service.) DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. IF YOU WISH TO EXCHANGE UNREGISTERED 8 7/8% SENIOR SUBORDINATED DEBENTURES DUE 2010 FOR AN EQUAL AGGREGATE PRINCIPAL AMOUNT OF REGISTERED 8 7/8% SENIOR SUBORDINATED DEBENTURES DUE 2010, PURSUANT TO THE EXCHANGE OFFER, YOU MUST VALIDLY TENDER (AND NOT WITHDRAW) OLD DEBENTURES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE. SIGNATURES MUST BE PROVIDED. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL. 2 DESCRIPTION OF TENDERED OLD DEBENTURES - -------------------------------------------------------------------------------------------------------- NAME(S) AND ADDRESS(ES) OF REGISTERED OWNER(S) AGGREGATE AS IT APPEARS ON THE 8 7/8% SENIOR SUBORDINATED DEBENTURES CERTIFICATE PRINCIPAL AMOUNT DUE 2010 NUMBER(S) OF OLD DEBENTURES (PLEASE FILL IN, IF BLANK) OF OLD DEBENTURES TENDERED - -------------------------------------------------------------------------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- TOTAL PRINCIPAL AMOUNT OF OLD DEBENTURES TENDERED - --------------------------------------------------------------------------------------------------------
3 LADIES AND GENTLEMEN: 1. The undersigned hereby tenders to Regal Cinemas, Inc., a Tennessee corporation (the "Company"), the 8 7/8% Senior Subordinated Debentures due 2010 (the "Old Debentures") described above pursuant to the Company's offer of $1,000 principal amount of 8 7/8% Senior Subordinated Debentures due 2010 (the "Debentures") in exchange for each $1,000 principal amount of the Old Debentures, upon the terms and subject to the conditions contained in the Prospectus dated January 15, 1999 (the "Prospectus"), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which together constitute the "Exchange Offer"). 2. The undersigned hereby represents and warrants that it has full authority to tender the Old Debentures described above. The undersigned will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the tender of Old Debentures. 3. The undersigned understands that the tender of the Old Debentures pursuant to all of the procedures set forth in the Prospectus will constitute an agreement between the undersigned and the Company as to the terms and conditions set forth in the Prospectus. 4. Unless the box under the heading "Special Registration Instructions" is checked, the undersigned hereby represents and warrants that: (i) the Debentures acquired pursuant to the Exchange Offer are being obtained in the ordinary course of business of the undersigned, whether or not the undersigned is the holder; (ii) neither the undersigned nor any such other person is engaging in or intends to engage in a distribution of such Debentures; (iii) neither the undersigned nor any such other person has an arrangement or understanding with any person to participate in the distribution of such Debentures; and (iv) neither the holder nor any such other person is an "affiliate," as such term is defined under Rule 405 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), of the Company. 5. The undersigned may, if, and only if, unable to make all of the representations and warranties contained in Item 4 above, elect to have its Old Debentures registered in the shelf registration described in the Registration Rights Agreement, dated as of December 16, 1998, between the Company and Morgan Stanley & Co. Incorporated and Donaldson, Lufkin & Jenrette Securities Corporation in the form filed as an exhibit to the Registration Statement (the "Registration Rights Agreement") (all terms used in this Item 5 with their initial letters capitalized, unless otherwise defined herein, shall have the meanings given them in the Registration Rights Agreement). Such election may be made by checking the box under "Special Registration Instructions" on page 5. By making such election, the undersigned agrees, as a holder of Transfer Restricted Securities participating in a shelf registration, to indemnify and hold harmless the Company, its directors, officers who sign the Registration Statement and each person, if any, who controls the Company, and any other selling holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), from and against any and all losses, claims, damages and liabilities whatsoever (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim), joint or several, or any action in respect thereof, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such loss, claim, damage or liability arises out of, or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement or the Prospectus or in any amendment thereof or supplement thereto or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in 4 conformity with information relating to the undersigned furnished to the Company in writing by or on behalf of the undersigned expressly for use therein. Any such indemnification shall be governed by the terms and subject to the conditions set forth in the Registration Rights Agreement, including, without limitation, the provisions regarding notice, retention of counsel, contribution and payment of expenses set forth therein. The above summary of the indemnification provision of the Registration Rights Agreement is not intended to be exhaustive and is qualified in its entirety by reference to the Registration Rights Agreement. 6. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Debentures. If the undersigned is a broker-dealer that will receive Debentures for its own account in exchange for Old Debentures that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Debentures; however, by so acknowledging and delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. If the undersigned is a broker-dealer and Old Debentures held for its own account were not acquired as a result of market-making or other trading activities, such Old Debentures cannot be exchanged pursuant to the Exchange Offer. 7. Any obligation of the undersigned hereunder shall be binding upon the successors, assigns, executors, administrators, trustees in bankruptcy and legal and personal representatives of the undersigned. 8. Unless otherwise indicated herein under "Special Delivery Instructions," the certificates for the Debentures will be issued in the name of the undersigned. SPECIAL DELIVERY INSTRUCTIONS (See Instruction 1) To be completed ONLY IF the Debentures are to be issued or sent to someone other than the undersigned or to the undersigned at an address other than that provided above. Mail [ ] Issue [ ] (check appropriate boxes) certificates to: Name: --------------------------------------------------------------------------- (PLEASE PRINT) Address: ------------------------------------------------------------------------ (INCLUDING ZIP CODE) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SPECIAL REGISTRATION INSTRUCTIONS (See Item 5) To be completed ONLY IF (i) the undersigned satisfies the conditions set forth in Item 5 above, (ii) the undersigned elects to register its Old Debentures in the shelf registration described in the Registration Rights Agreement, and (iii) the undersigned agrees to indemnify certain entities and individuals as set forth in the Registration Rights Agreement and summarized in Item 5 above. [ ] By checking this box the undersigned hereby (i) represents that it is unable to make all of the representations and warranties set forth in Item 4 above, (ii) elects to have its Old Debentures registered pursuant to the shelf registration described in the Registration Rights Agreement, and (iii) agrees to indemnify certain entities and individuals identified in, and to the extent provided in, the Registration Rights Agreement and summarized in Item 5 above. 5 SPECIAL BROKER-DEALER INSTRUCTIONS (See Item 6) [ ] Check here if you are a broker-dealer and wish to receive 10 additional copies of the Prospectus and 10 copies of any amendments or supplements thereto. Name: ------------------------------------------------------------ (PLEASE PRINT) Address: ------------------------------------------------------------ ------------------------------------------------------------ ------------------------------------------------------------ (INCLUDING ZIP CODE)
6 SIGNATURE To be completed by all exchanging debentureholders. Must be signed by registered holder exactly as name appears on Old Debentures. If signature is by trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 3. X - -------------------------------------------------------------------------------- X - -------------------------------------------------------------------------------- SIGNATURE(S) OF REGISTERED HOLDER(S) OR AUTHORIZED SIGNATURE Dated: - -------------------------------------------------------------------------------- Name(s): - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (PLEASE TYPE OR PRINT) Capacity: - -------------------------------------------------------------------------------- Address: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (INCLUDING ZIP CODE) Area Code and Telephone No.: - ------------------------------------------------------------------------- SIGNATURE GUARANTEE (IF REQUIRED BY INSTRUCTION 1) Certain Signatures Must be Guaranteed by an Eligible Institution - -------------------------------------------------------------------------------- (NAME OF ELIGIBLE INSTITUTION GUARANTEEING SIGNATURES) - -------------------------------------------------------------------------------- (ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NUMBER (INCLUDING AREA CODE) OF FIRM) - -------------------------------------------------------------------------------- (AUTHORIZED SIGNATURE) - -------------------------------------------------------------------------------- (PRINTED NAME) - -------------------------------------------------------------------------------- (TITLE) Dated: - -------------------------------------------------------------------------------- PLEASE READ THE INSTRUCTIONS BELOW, WHICH FORM A PART OF THIS LETTER OF TRANSMITTAL. 7 INSTRUCTIONS 1. GUARANTEE OF SIGNATURES. Signatures on this Letter of Transmittal must be guaranteed by an eligible guarantor institution that is a member of or participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or by an "eligible guarantor institution" within the meaning of Rule 17Ad-15 promulgated under the Exchange Act (an "Eligible Institution") unless the box entitled "Special Registration Instructions" or "Special Delivery Instructions" above has not been completed or the Old Debentures described above are tendered for the account of an Eligible Institution. 2. DELIVERY OF LETTER OF TRANSMITTAL AND OLD DEBENTURES. The Old Debentures, together with a properly completed and duly executed Letter of Transmittal (or copy thereof), should be mailed or delivered to the Exchange Agent at the address set forth above. THE METHOD OF DELIVERY OF OLD DEBENTURES AND THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK OF THE HOLDER. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE. NO LETTER OF TRANSMITTAL OR OLD DEBENTURES SHOULD BE SENT TO THE COMPANY. HOLDERS MAY REQUEST THEIR RESPECTIVE BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES, OR NOMINEES TO EFFECT THE ABOVE TRANSACTIONS FOR SUCH HOLDERS. 3. SIGNATURE ON LETTER OF TRANSMITTAL, BOND POWERS AND ENDORSEMENTS. If this Letter of Transmittal is signed by a person other than a registered holder of any Old Debentures, such Old Debentures must be endorsed or accompanied by appropriate bond powers, signed by such registered holder exactly as such registered holder's name appears on such Old Debentures. If this Letter of Transmittal or any Old Debentures or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations, or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, proper evidence satisfactory to the Company of their authority to so act must be submitted with this Letter of Transmittal. 4. MISCELLANEOUS. All questions as to the validity, form, eligibility (including time of receipt), acceptance, and withdrawal of tendered Old Debentures will be determined by the Company in its sole discretion, which determination will be final and binding on all parties. The Company reserves the absolute right to reject any or all Old Debentures not properly tendered or any Old Debentures the Company's acceptance of which would, in the opinion of counsel for the Company, be unlawful. The Company also reserves the right to waive any defects, irregularities, or conditions of tender as to particular Old Debentures. The Company's interpretation of the terms and conditions of the Exchange Offer (including the instructions in this Letter of Transmittal) will be final and binding. Unless waived, any defects or irregularities in connection with tenders of Old Debentures must be cured within such time as the Company shall determine. Neither the Company, the Exchange Agent, nor any other person shall be under any duty to give notification of defects in such tenders or shall incur any liability for failure to give such notification. Tenders of Old Debentures will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Old Debentures received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering holder thereof as soon as practicable following the Expiration Date. EX-99.2 4 FORM OF NOTICE OF GUARANTEED DELIVERY 1 NOTICE OF GUARANTEED DELIVERY TO TENDER UNREGISTERED 8 7/8% SENIOR SUBORDINATED DEBENTURES DUE 2010 (INCLUDING THOSE IN BOOK-ENTRY FORM) OF REGAL CINEMAS, INC. PURSUANT TO THE EXCHANGE OFFER AND PROSPECTUS DATED JANUARY 15, 1999 As set forth in the Prospectus (as defined below), this form or one substantially equivalent hereto must be used to accept the Exchange Offer (i) if certificates for unregistered 8 7/8% Senior Subordinated Debentures due 2010 (the "Old Debentures") of Regal Cinemas, Inc., a Tennessee corporation (the "Company"), are not immediately available, (ii) time will not permit a holder's Old Debentures or other required documents to reach the Exchange Agent on or prior to the Expiration Date (as defined below) or (iii) the procedure for book-entry transfer cannot be completed on a timely basis. This form may be delivered by facsimile transmission, registered or certified mail, by hand or by overnight delivery service to the Exchange Agent. See "The Exchange Offer -- Procedures for Tendering" in the Prospectus. THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FEBRUARY 17, 1999 (THE "EXPIRATION DATE"), UNLESS THE EXCHANGE OFFER IS EXTENDED BY THE COMPANY. THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS: IBJ WHITEHALL BANK & TRUST COMPANY Deliver to: IBJ Whitehall Bank & Trust Company, Exchange Agent IBJ WHITEHALL BANK & TRUST COMPANY By Registered or Certified Mail: By Hand or Overnight Delivery: IBJ Whitehall Bank & Trust Company IBJ Whitehall Bank & Trust Company P.O. Box 84 One State Street Bowling Green Station New York, New York 10004 New York, New York 10274-0084 Attn: Securities Processing Window, Attn: Reorganization Dept. SC-1
By Facsimile (for Eligible Institutions): (212) 858-2611 For Information or Confirmation by Telephone: (212) 858-2103 (Originals of all documents sent by facsimile should be sent promptly by registered or certified mail, by hand or by overnight delivery service.) DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. 2 Ladies and Gentlemen: The undersigned hereby tenders to the Company, in accordance with the Company's offer, upon the terms and subject to the conditions set forth in the Prospectus dated January 15, 1999 (the "Prospectus"), and in the accompanying Letter of Transmittal, receipt of which is hereby acknowledged, $ in aggregate principal amount of Old Debentures pursuant to the guaranteed delivery procedures described in the Prospectus. Name(s) of Registered Holder(s): ---------------------------------------------------------------------- (PLEASE TYPE OR PRINT) Address: ------------------------------------------------------------------------ - -------------------------------------------------------------------------------- Area Code & Telephone No.: ------------------------------------------------------ Certificate Number(s) for Old Debentures (if available): -------------------------------------------------- Total Principal Amount Tendered and Represented by Certificate(s): $ ------------------------------------------------------------ Signature of Registered Holders(s): --------------------------------------------- Dated: -------------------------------------------------------------------------- [ ] The Depository Trust Company (Check if Old Debentures will be tendered by book-entry transfer) Account Number ------------------------------------------------------------------ THE GUARANTEE ON THE NEXT PAGE MUST BE COMPLETED. 3 GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE) The undersigned, being a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office in the United States, hereby guarantees (a) that the above named person(s) "own(s)" the Old Debentures tendered hereby within the meaning of Rule 14e-4 ("Rule 14e-4") under the Securities Exchange Act of 1934, as amended, (b) that such tender of such Old Debentures complies with Rule 14e-4, and (c) to deliver to the Exchange Agent the certificates representing the Old Debentures tendered hereby or confirmation of book-entry transfer of such Old Debentures into the Exchange Agent's account at The Depository Trust Company, in proper form for transfer, together with the Letter of Transmittal, properly completed and duly executed, with any required signature guarantees and any other required documents, within three New York Stock Exchange trading days after the execution of the Notice of Guaranteed Delivery. Name of Firm: - -------------------------------------------------------------------------------- Address: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Area Code and Telephone No.: - ------------------------------------------------------------------------- Authorized Signature: - -------------------------------------------------------------------------------- Name: - -------------------------------------------------------------------------------- Title: - -------------------------------------------------------------------------------- Dated: - -------------------------------------------------------------------------------- NOTE: DO NOT SEND CERTIFICATES OF OLD DEBENTURES WITH THIS FORM. CERTIFICATES OF OLD DEBENTURES SHOULD BE SENT ONLY WITH A LETTER OF TRANSMITTAL. -----END PRIVACY-ENHANCED MESSAGE-----