-----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, JiA2jEBsDoF5wcNh3/tr6GlTt2hLO9mcJX6gVrszdalAA8gZIlgBrrU2SwZDZrC6 QuLCPxCT8hr8Dvwwh/ku6w== 0000950144-98-010921.txt : 19980924 0000950144-98-010921.hdr.sgml : 19980924 ACCESSION NUMBER: 0000950144-98-010921 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980923 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980923 SROS: NASD 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: 8-K/A SEC ACT: SEC FILE NUMBER: 000-21772 FILM NUMBER: 98713628 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 8-K/A 1 REGAL CINEMAS INC. FORM 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 23, 1998 (September 9, 1998) REGAL CINEMAS, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Tennessee 333-52943 62-1412720 - -------------------------------- ------------------------ ------------------- (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 7132 Commercial Park Drive, Knoxville, Tennessee 37918 - ------------------------------------------------ -------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (423) 922-1123 Not Applicable - ------------------------------------------------------------------------------- (Former name or former address, if changed since last report) 2 This Current Report on Form 8-K/A No. 2 amends the Current Report on Form 8-K filed on September 14, 1998, as amended by the Current Report on Form 8-K/A filed on September 16, 1998, and is filed to include the letter of PricewaterhouseCoopers LLP dated September 23, 1998 as Exhibit 99.2. Item 4. Changes in Registrant's Certifying Accountant. - ------------------------------------------------------------------------------- (a)(1): (i) On September 9, 1998, the Registrant dismissed PricewaterhouseCoopers LLP ("PWC") as independent public accountants. (ii) PWC's reports on the financial statements of the Registrant for the two fiscal years ended January 1, 1998 contain no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. (iii) The decision to change accountants was approved by the Audit Committee of the Board of Directors of the Registrant. (iv) For the two most recent fiscal years ended January 1, 1998 and through September 9, 1998, there has been no disagreement between the Registrant and PWC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of PWC, would have caused PWC to make a reference to the subject matter of the disagreement in connection with its reports. (v) During the two most recent fiscal years ended January 1, 1998 and through September 9, 1998, the Registrant has not been advised of any matters described in Regulation S-K, Item 304(a)(1)(v)(A)-(D). The Registrant has requested that PWC furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not PWC agrees with the above statements. Copies of two letters provided by PWC are filed as Exhibits 99.1 and 99.2 to this Form 8-K. (b) New Independent Accountants: (i) The Registrant engaged Deloitte & Touche LLP ("Deloitte & Touche") as its new independent accountants as of September 9, 1998. Prior to such date, the Registrant did not consult with Deloitte & Touche regarding (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Registrant's financial statements or (ii) any matter that was either the subject of a disagreement (as defined in paragraph 304(a)(1)(iv) and the related instructions to Item 304) or a reportable event (as described in paragraph 304(a)(1)(v)). Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. - ------------------------------------------------------------------------------- (a) Not applicable. (b) Not applicable. (c) Exhibits: See Exhibit Index following signature page. 2 3 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: September 23, 1998 By: /s/ Lewis Frazer III --------------------------------------- Lewis Frazer III Executive Vice President and Chief Financial Officer 4 EXHIBIT INDEX
No. Document --- -------- 99.1 Letter from PricewaterhouseCoopers LLP dated September 16, 1998*. 99.2 Letter from PricewaterhouseCoopers LLP dated September 23, 1998. ----------- * previously filed
EX-99.2 2 LETTER FROM PRICEWATERHOUSECOOPERS LLP 1 EXHIBIT 99.2 [PricewaterhouseCoopers LLP LOGO] - -------------------------------------------------------------------------------- PricewaterhouseCoopers LLP 800 South Gay Street Suite 1600 Knoxville TN 37929-1600 Telephone (423) 524 4000 Facsimile (423) 524 0841 September 23, 1998 Securities and Exchange Commission 450 5th Street, N.W. Washington, D.C. 20549 Commissioners: We have read the statements made by Regal Cinemas, Inc., which we understand were filed with the Commission, pursuant to Item 4 of Form 8-K, as part of the Company's Form 8-K report filed September 1998, as amended by Form 8-K/A. We agree with the statements concerning our Firm in such Form 8-K, as amended by Form 8-K/A. Very truly yours, /s/ PricewaterhouseCoopers LLP - ------------------------------ PricewaterhouseCoopers LLP -----END PRIVACY-ENHANCED MESSAGE-----