-----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, PYr6ebhJZKVzhEBeYZ7FMe0d9ou03ZEQ3rbVDn6qIy0eCMkpQ9uRLq7Edeq+Tnkh Ll/Ev530BDM5K6er0U3sbg== 0000950144-96-003332.txt : 19960613 0000950144-96-003332.hdr.sgml : 19960613 ACCESSION NUMBER: 0000950144-96-003332 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960611 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960611 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21772 FILM NUMBER: 96579420 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 1 REGAL CINEMAS, INC. 1 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): June 11, 1996 (May 30, 1996) REGAL CINEMAS, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter)
Tennessee 0-21772 62-1412720 - --------------------------------------------- ------------------------ ------------------ (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer 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 Item 2. Acquisition or Disposition of Assets. - -------------------------------------------------------------------------------- On May 31, 1996, Regal Cinemas, Inc. (the "Company") announced the consummation on May 30, 1996, of a merger with Georgia State Theatres, Inc., a Georgia corporation ("GST"), whereby GST became a wholly owned subsidiary of the Company. Aggregate consideration paid by the Company was 940,142 shares of the Company's Common Stock. The Company also announced on May 31, 1996, the completion of the acquisition of certain theatre assets owned by an individual, George Krikorian, and corporations controlled by him (collective "Krikorian"), for approximately $12.9 million in cash and 428,038 shares of the Company's Common Stock. One of the originally eight theatres containing eight screens to be acquired by the Company was not included in the Krikorian assets acquired because certain closing conditions were not satisfied with respect to that theatre. The Company believes such conditions will be satisfied in the near future and that the Company will ultimately acquire that theatre. Item 7. Financial Statements, Pro Forma Information and Exhibits. - -------------------------------------------------------------------------------- (a) Financial Information The following financial statements and pro forma financial information of GST, Krikorian and the Company required by this Item 7 were previously filed with the Securities and Exchange Commission (the "Commission") in the Company's Registration Statement on Form S-4 (Registration No. 333-2514) or the Company's Quarterly Report on Form 10-Q for the period ended March 28, 1996. Set forth below are the financial statements that were filed and the documents in which they were filed: (i) In the Company's Registration Statement on Form S-4 (No. 333-2514): I. PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS OF REGAL CINEMAS, INC.: Pro Forma Consolidated Financial Statements Introduction Pro Forma Consolidated Statements of Income for the years ended December 30, 1993, December 29, 1994 and December 28, 1995 Notes to Pro Forma Consolidated Statements of Income Pro Forma Consolidated Balance Sheet at December 28, 1995 Notes to Pro Forma Consolidated Balance Sheet II. HISTORICAL CONSOLIDATED FINANCIAL STATEMENTS OF GEORGIA STATE THEATRES, INC.: Report of Independent Accountants Consolidated Balance Sheets at December 29, 1994 and December 28, 1995 Consolidated Statements of Income for the years ended December 30, 1993, December 29, 1994 and December 28, 1995 Consolidated Statements of Changes in Shareholders' Equity for the years ended December 30, 1993, December 29, 1994 and December 28, 1995 2 3 Consolidated Statements of Cash Flows for the years ended December 30, 1993, December 29, 1994 and December 28, 1995 Notes to Consolidated Financial Statements III. COMBINED HISTORICAL SUMMARIES OF KRIKORIAN PREMIERE THEATRES, INC. Report of Independent Accountants Combined Historical Summary of Net Theatre Assets Acquired as of December 31, 1995 Combined Historical Summary of Direct Theatre Operating Revenues and Expenses for the year ended December 31, 1995 Notes to Combined Historical Summaries (ii) In the Company's Quarterly Report on Form 10-Q for the period ending March 28, 1996: I. PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS OF REGAL CINEMAS, INC.: Pro Forma Consolidated Financial Statements Introduction Pro Forma Consolidated Statements of Income for the three months ended March 30, 1995 and March 28, 1996 Notes to Pro Forma Consolidated Statements of Income Pro Forma Consolidated Balance Sheet at March 28, 1996 Notes to Pro Forma Consolidated Balance Sheet II. HISTORICAL CONSOLIDATED FINANCIAL STATEMENTS OF GEORGIA STATE THEATRES, INC.: Consolidated Balance Sheets at December 29, 1995 and March 28, 1996 Consolidated Statements of Income for three months ended March 30, 1995 and March 28, 1996 Consolidated Statements of Cash Flows for the three months ended March 30, 1995 and March 28, 1996 Notes to Consolidated Financial Statements III. COMBINED HISTORICAL SUMMARIES OF KRIKORIAN PREMIERE THEATRES, INC. Combined Historical Summary of Net Theatre Assets Acquired as of December 31, 1995 and March 31, 1996 Combined Historical Summary of Direct Theatre Operating Revenues and Expenses for the three months ended March 31, 1995 and March 31, 1996 Notes to Combined Historical Summaries (b) Exhibits 99.1 Press Release 99.2 Press Release 4 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: June 6, 1996 By: /s/ Lewis Frazer III ------------------------ Lewis Frazer III Chief, Financial Officer 5 EXHIBIT INDEX NO. EXHIBIT - -------------------------------------------------------------------------------- 99.1 Press Release 99.2 Press Release EX-99.1 2 PRESS RELEASE GEORGIA THEATRES 1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE Contact: Lewis Frazer III Chief, Financial Officer (423) 922-1123 REGAL CINEMAS COMPLETES ACQUISITION OF GEORGIA STATE THEATRES Knoxville, Tennessee (May 31, 1996) - Regal Cinemas, Inc. (Nasdaq/NM:REGL) today announced the completion of its previously announced acquisition of Georgia State Theatres, Inc., a 68-screen, 10-theatre chain headquartered in Atlanta, Georgia. The total consideration Regal paid for the acquisition of Georgia State Theatres was 940,142 shares of its common stock. The acquisition will be accounted for as a pooling of interests. Founded in November 1989, Regal Cinemas, Inc., is one of the country's fastest growing theatre chains. The Company shows first run movies and currently has 139 multi-screen theatres in operation with an aggregate of 1,088 screens. -END- EX-99.2 3 PRESS RELEASE CALIFORNIA THEATRES 1 EXHIBIT 99.2 FOR IMMEDIATE RELEASE CONTACT: LEWIS FRAZER III CHIEF FINANCIAL OFFICER (423) 922-1123 REGAL CINEMAS COMPLETES PREVIOUSLY ANNOUNCED ACQUISITION OF 61 SCREENS AT 7 THEATRES IN SOUTHERN CALIFORNIA Knoxville, Tennessee (May 31, 1996) - Regal Cinemas, Inc. (Nasdaq/NM: REGL) today announced the completion of its previously announced acquisition of 61 screens at seven theatres in southern California from an individual, George Krikorian, and corporations controlled by him. The purchase price for these assets consisted of approximately $12.9 million in cash and 428,038 shares of Regal common stock. The acquisition of these assets provides Regal with its first theatres on the West Coast. Founded in November 1989, Regal Cinemas, Inc. is one of the country's fastest growing theatre chains. The Company primarily shows first run movies and currently has 146 multi-screen theatres in operation with an aggregate of 1,149 screens. -END- -----END PRIVACY-ENHANCED MESSAGE-----