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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): June 11, 1996 (May 30, 1996)
REGAL CINEMAS, INC.
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(Exact name of registrant as specified in its charter)
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Tennessee 0-21772 62-1412720
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(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
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7132 Commercial Park Drive, Knoxville, Tennessee 37918
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (423) 922-1123
Not Applicable
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
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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.
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(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
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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
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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
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Lewis Frazer III
Chief, Financial Officer
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EXHIBIT INDEX
NO. EXHIBIT
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99.1 Press Release
99.2 Press Release
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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.
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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.
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