8-K

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REGAL CINEMAS INC - 8-K - Current Report                  Date Filed: 12/15/2000
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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): December 15, 2000

                               REGAL CINEMAS, INC.
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             (Exact name of Registrant as Specified in its Charter)

            Tennessee              333-52943              62-1412720
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(State or Other Jurisdiction      (Commission      (Internal Revenue Service
         Of Incorporation)        File Number)   Employer Identification Number)

       7132 Commercial Park Drive
             Knoxville, TN                                    37918
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(Address of Principal Executive Offices)                    (Zip code)

        Registrant's Telephone Number, Including Area Code: 865/922-1123


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           (Former name or former address, if changed since last report.)









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REGAL CINEMAS INC - 8-K - Current Report                  Date Filed: 12/15/2000
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ITEM 5. Other Events.

         On December 15, 2000, Regal Cinemas, Inc. (the "Company") issued a
press release (the "Press Release") announcing that the administrative agent
under the Company's senior bank credit facilities had delivered a payment
blockage notice to the Company and the indenture trustee of its 8-7/8% Senior
Subordinated Debentures due 2010 (the "Debentures") prohibiting the payment by
the Comapny of the semi-annual interest payment of approximately $8.8 million
due to the holders of the Debentures on December 15, 2000. A copy of the Press
Release is attached hereto as Exhibit 99 and is incorporated herein by
reference.

ITEM 7. Financial Statements and Exhibits.

        (a)     Financial Statements of Businesses Acquired:  Not applicable.

        (b)     Pro Forma Financial Information:  Not Applicable.

        (c)     Exhibits:

         Exhibit Number        Description

               99                Press Release dated December 15, 2000


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 thereunto duly authorized.

REGAL CINEMAS, INC.

Date: December 15, 2000             By: /s/ Michael L. Campbell
                                    Michael L. Campbell, Chairman, President and
                                    Chief Executive Officer






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EX-99

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                                                                      Exhibit 99



                                               Contact: Dick Westerling
                                                        Regal Cinemas, Inc.
                                                        (865) 922-1123 ext. 4539

FOR IMMEDIATE RELEASE


             REGAL CINEMAS BLOCKED FROM MAKING DECEMBER 15, 2000
                    INTEREST PAYMENT ON 8-7/8% DEBENTURES


        KNOXVILLE, TENNESSEE --- DECEMBER 15, 2000 --- REGAL CINEMAS, INC., the
nation's largest theatre chain, said today that the administrative agent under
the Company's senior bank credit facilities has delivered a payment blockage
notice to the Company and the indenture trustee of its 8-7/8% Senior
Subordinated Debentures due 2010, prohibiting payment by Regal of the
semi-annual interest payment of approximately $ 8.8 million due to debenture
holders on December 15, 2000. The notice, which could prohibit Regal from making
any payments on the debentures for a period of up to 179 days, was delivered as
a result of the Company's noncompliance with a formula-based financial covenant,
which requires the maintenance of certain specified leverage ratios.

        On December 1, 2000, Regal announced that it had been delivered a
payment blockage notice from its senior bank credit facilities prohibiting
interest payments on its 9-1/2% Senior Subordinated Notes due 2008.

       "Based on the earlier notification with respect to the 9-1/2% notes, we
expected that the bank group would deliver the payment blockage of the interest
payment on the 8-7/8% debentures," said Regal Cinemas Chairman and Chief
Executive Officer Michael


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Campbell. "The Company continues to explore various strategic restructuring
alternatives, and we anticipate that we will maintain existing payment terms and
remain current with our vendors, whose continuing support during this process is
greatly appreciated."

        The Company said that the payment blockage notice is not an acceleration
of the maturity of the Company's debt obligations under the senior credit
facilities and that the Company is current in all its payment obligations under
those facilities. However, based on the Company's non-compliance with its senior
credit facilities, the Company's bank group has the right to accelerate the
maturity of the Company's debt obligations thereunder. Additionally, if the bank
group exercises this option, the trustee of the debentures would have the right
to accelerate the maturity of the indebtedness evidenced by the debentures. If
any of these obligations are accelerated, the Company's business may be
materially and adversely impacted and, as a result, it may be forced to seek
protection under federal bankruptcy laws.

        Regal Cinemas continues to work with its financial advisors, Jay Alix &
Associates and Houlihan, Lokey, Howard & Zukin, in developing a long-term
financial plan to address various restructuring alternatives, including the
closure of under-performing theatres, potential sales of non-strategic assets
and the potential restructuring, recapitalization or reorganization of the
Company. No assurances can be given that any such restructuring,
recapitalization or reorganization will be negotiated on terms that will allow
the payment of semiannual interest to the debenture holders.

        Headquartered in Knoxville, Tennessee, Regal Cinemas Inc. operates
4361 screens at 396 locations in 32 states.


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                                      # # #

This press release contains forward-looking statements that are based upon
current expectations and involve a number of risks and uncertainties. For Regal
to use the "safe harbor" provisions under the Private Litigation Reform Act of
1995, you are hereby cautioned that these statements may be affected by the
important factors, among others, set forth below or noted in Regal's periodic
filings with the SEC, and consequently, actual operations and results may differ
materially from those expressed in these forward-looking statements. The
important factors include Regal's dependence on motion picture production and
performance; risks associated with expansions and acquisitions; and competition
experienced by Regal's theatres. In addition, our high debt levels make the
Company vulnerable to any significant industry downturns. Any inability to
successfully negotiate with our senior lenders would have a material adverse
effect on our performance and may impair our abilities to service future capital
and other long-term commitments.