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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):
September 1, 1998 (August 26, 1998)
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 File Number) (I.R.S. Employer
of incorporation) Identification No.)
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 August 26, 1998, pursuant to and subject to the terms and conditions
of an Agreement and Plan of Merger, dated as of August 20, 1998 (the "Merger
Agreement"), among Regal Cinemas, Inc., a Tennessee corporation (the "Company"),
Knoxville Acquisition Corp., a Delaware corporation and a wholly owned
subsidiary of the Company ("Acquisition Corp."), and Act III Cinemas, Inc. ("Act
III"), Act III was merged with Acquisition Corp. (the "Merger"), with Act III
surviving. Each share of Act III common stock was converted into the right to
receive one share of the Company's common stock.
On August 26, 1998, the Company issued a press release (the "Press
Release") concerning the Merger.
The foregoing description of the Merger and related transactions does
not purport to be complete and is qualified in its entirety by reference to the
Merger Agreement and the Press Release, which are attached hereto and
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Information and Exhibits.
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(a) & (b) Financial Statements of Business Acquired and Pro Forma
Financial Information.
The Registrant believes that (i) it is impracticable prior to
the filing of this Current Report on Form 8-K to complete
preparation of the financial statements required to be filed
pursuant to Rule 3-05 of Regulation S-X and the pro forma
financial information required to be filed pursuant to Article
11 of Regulation S-X, and (ii) such information will be
available, and will be filed by the Registrant with the
Securities and Exchange Commission as promptly as practicable,
within 60 days after this Current Report on Form 8-K is
required to be filed.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated August 20, 1998, among
Regal Cinemas, Inc., Knoxville Acquisition Corp. and Act III
Cinemas, Inc.
99.1 Press Release
2
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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: September 4, 1998 By: /s/ Lewis Frazer III
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Lewis Frazer III
Executive Vice President and Chief
Financial Officer
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EXHIBIT INDEX
2.1 Agreement and Plan of Merger, dated August 20, 1998, among
Regal Cinemas, Inc., Knoxville Acquisition Corp. and Act III
Cinemas, Inc.
99.1 Press Release
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EXHIBIT 2.1
EXECUTION COPY
AGREEMENT AND PLAN OF MERGER, dated as of August 20, 1998 (this
"Agreement"), among REGAL CINEMAS, INC., a Tennessee corporation ("Regal"),
KNOXVILLE ACQUISITION CORP., a Delaware corporation and a direct wholly-owned
subsidiary of Regal ("Merger Sub"), and ACT III CINEMAS, INC., a Delaware
corporation ("Act III").
W I T N E S S E T H:
WHEREAS, the Boards of Directors of Regal and Act III deem it advisable
and in the best interests of their respective stockholders that Regal and Act
III engage in a business combination in order to advance the business interests
of both Regal and Act III;
WHEREAS, the combination of Regal and Act III shall be effected by the
terms of this Agreement through a merger as outlined below (the "Merger");
WHEREAS, in furtherance thereof, the respective Boards of Directors of
Regal, Merger Sub and Act III have approved this Agreement and the Merger,
pursuant to which each share of common stock, par value $0.001 per share, of Act
III ("Act III Common Stock") issued and outstanding immediately prior to the
Effective Time (as defined in Section 1.3), other than shares owned or held
directly or indirectly by Regal or directly or indirectly by Act III and other
than Dissenting Shares (as defined in Section 2.2), will be converted into the
right to receive shares of common stock, without par value, of Regal ("Regal
Common Stock") as set forth in Section 1.8; and
WHEREAS, for federal income tax purposes, it is intended that the
Merger will qualify as a reorganization under the provisions of Section 368(a)
of the Internal Revenue Code of 1986, as amended.
NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth in this
Agreement, and intending to be legally bound hereby, the parties hereto agree as
follows:
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ARTICLE I
THE MERGER
1.1 The Merger. Upon the terms and subject to the conditions set forth
in this Agreement, and in accordance with the General Corporation Law of the
State of Delaware (the "DGCL"), Merger Sub shall be merged with and into Act III
at the Effective Time. Following the Merger, the separate corporate existence of
Merger Sub shall cease and Act III shall continue as the surviving corporation
(the "Surviving Corporation").
1.2 Closing. Subject to the satisfaction or waiver of the conditions
set forth in Article III, the closing of the Merger and the transactions
contemplated by this Agreement (the "Closing") will take place at a date and
time to be mutually agreed upon by the parties hereto (the "Closing Date"). The
Closing shall be held at the offices of Simpson Thacher & Bartlett, 425
Lexington Avenue, New York, New York, 10017, unless another place is agreed to
in writing by the parties hereto.
1.3 Effective Time. As soon as practicable on the Closing Date, the
parties shall (i) file a certificate of merger (the "Certificate of Merger") in
such form as is required by and executed in accordance with the relevant
provisions of the DGCL and (ii) make all other filings or recordings required
under the DGCL. The Merger shall become effective at such time as the
Certificate of Merger is duly filed with the Delaware Secretary of State or at
such subsequent time as Regal and Act III shall agree and as shall be specified
in the Certificate of Merger (the date and time the Merger becomes effective
being the "Effective Time").
1.4 Effects of the Merger. At and after the Effective Time, the Merger
will have the effects set forth in the DGCL. Without limiting the generality of
the foregoing, and subject thereto, at the Effective Time all the property,
rights, privileges, powers and franchises of Act III and Merger Sub shall be
vested in the Surviving Corporation, and all debts, liabilities and duties of
Act III and Merger Sub shall become the debts, liabilities and duties of the
Surviving Corporation.
1.5 Certificate of Incorporation. The certificate of incorporation of
Act III, as in effect immediately prior to the Effective Time, shall be the
certificate of incorporation of the Surviving Corporation until thereafter
changed or amended as provided therein or by applicable law.
1.6 By-Laws. The by-laws of Act III, as in effect immediately prior to
the Effective Time, shall be the by-laws of the Surviving Corporation until
thereafter changed or amended as provided therein or by applicable law.
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1.7 Officers and Directors of Surviving Corporation. The officers of
Act III as of the Effective Time shall be the officers of the Surviving
Corporation, until the earlier of their resignation or removal or otherwise
ceasing to be an officer or until their respective successors are duly elected
and qualified, as the case may be. The directors of Act III at the Effective
Time shall be the directors of the Surviving Corporation, until the earlier of
their resignation or removal or otherwise ceasing to be a director or until
their respective successors are duly elected and qualified, as the case may be.
1.8 Effect on Capital Stock.
(a) At the Effective Time, by virtue of the Merger and without any
action on the part of the holder thereof, each share of Act III Common Stock
issued and outstanding immediately prior to the Effective Time (other than
shares of Act III Common Stock owned by Act III or Merger Sub or held by Regal,
all of which shall be canceled as provided in Section 1.8(c), and other than
Dissenting Shares, which shall be treated as provided in Section 2.2), shall be
converted into the right to receive 1.0 share (the "Exchange Ratio") of Regal
Common Stock (the "Merger Consideration").
(b) As a result of the Merger and without any action on the part of the
holders thereof, at the Effective Time, all shares of Act III Common Stock shall
cease to be outstanding and shall be canceled and retired and shall cease to
exist, and each holder of a certificate which immediately prior to the Effective
Time represented any such shares of Act III Common Stock (a "Certificate") shall
thereafter cease to have any rights with respect to such shares of Act III
Common Stock, except as provided herein or by law.
(c) Each share of Act III Common Stock issued and owned or held by
Regal, Merger Sub or Act III at the Effective Time shall, by virtue of the
Merger, cease to be outstanding and shall be canceled and retired and no stock
of Regal or other consideration shall be delivered in exchange therefor.
(d) At the Effective Time, by virtue of the Merger and without any
action on the part of the holder thereof, each share of common stock, par value
$0.001 per share, of Merger Sub issued and outstanding immediately prior to the
Effective Time, shall be converted into one validly issued, fully paid and
nonassessable share of common stock, par value $0.001 per share, of the
Surviving Corporation.
1.9 Act III Stock Options. Prior to the Effective Time, Act III and
Regal shall cause all requisite action to be taken so that, at the Effective
Time, each outstanding option to purchase shares of Act III Common Stock will be
assumed by Regal and each such option will be exercisable in accordance with its
existing terms for that number of shares of Regal Common Stock determined by
multiplying the number of shares of Act III Common Stock subject to such option
by the Exchange Ratio, at a price per share equal to the per share exercise
price specified in such Act III Stock Option divided by the Exchange Ratio.
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ARTICLE II
EXCHANGE OF CERTIFICATES
2.1 Exchange of Certificates. Following the Effective Time, each holder
of an outstanding Certificate or Certificates may surrender the same to Regal
for cancellation, and each such holder will be entitled to receive certificates
representing that number of shares of Regal Common Stock equal to (i) the number
of shares of Act III Common Stock represented by the Certificates surrendered
multiplied by (ii) the Exchange Ratio. Until so surrendered, each Certificate
shall be deemed and treated for all corporate purposes to represent the
ownership of that number of shares of Regal Common Stock equal to (i) the number
of shares of Act III Common Stock represented by the Certificates surrendered
multiplied by (ii) the Exchange Ratio, as though such surrender or transfer and
exchange had taken place. The stock transfer books for the Act III Common Stock
shall be deemed to be closed at the Effective Time and no transfer of
outstanding shares of Act III Common Stock outstanding prior to the Effective
Time shall thereafter be made on such books. Following the Effective Time, the
holders of Certificates shall cease to have any rights with respect to Act III
Common Stock or the stock of the Surviving Corporation and their sole rights
shall be with respect to the Regal Common Stock which they have the right to
receive in the Merger.
2.2 Dissenting Shares. Notwithstanding anything in this Agreement to
the contrary, any shares of Act III Common Stock that are outstanding
immediately prior to the Effective Time and that are held by stockholders who
shall not have voted in favor of the Merger or consented thereto in writing and
who shall properly demand in writing appraisal for such shares in accordance
with Section 262 of the DGCL (collectively, the "Dissenting Shares") shall not
be converted into or represent the right to receive the Merger Consideration.
Such stockholders shall be entitled to receive payment of the appraised value of
such shares of Act III Common Stock held by them in accordance with the
provisions of Section 262 of the DGCL, except that all Dissenting Shares held by
stockholders who shall fail to perfect or who effectively shall withdraw or lose
their rights to appraisal of such shares of Act III Common Stock under such
Section 262 shall thereupon be deemed to have been converted into and to have
become exchangeable, as of the Effective Time, for the right to receive the
Merger Consideration.
ARTICLE III
CONDITIONS TO THE MERGER
The respective obligations of each party to effect the Merger shall be
subject to the satisfaction at or prior to the Effective Time of the following
conditions:
(a) This Agreement shall have been adopted by the vote or written
consent of the stockholders of Act III required under the certificate of
incorporation and by-laws of Act III and by applicable law;
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(b) All waiting periods applicable to the consummation of the Merger
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
shall have expired or been terminated;
(c) Act III shall have received the opinion of Lazard Freres & Co. LLC,
dated the date of this Agreement, to the effect that, as of such date, the
Exchange Ratio is fair, from a financial point of view, to the holders of Act
III Common Stock; and
(d) No temporary restraining order, preliminary or permanent injunction
or other order issued by any court of competent jurisdiction or other legal
restraint or prohibition preventing the consummation of the Merger, shall be in
effect; and there shall not be any action taken, or any statute, rule,
regulation or order enacted, entered or enforced which makes the consummation of
the Merger illegal.
ARTICLE IV
TERMINATION
This Agreement may be terminated at any time prior to the Effective
Time, whether before or after adoption of this Agreement by the stockholders of
Act III by the mutual written consent of Regal and Act III.
ARTICLE V
AMENDMENT
This Agreement may be amended by the parties hereto at any time before
or after the adoption of this Agreement by the stockholders of Act III, provided
that after this Agreement is adopted by the stockholders of Act III, no
amendment shall be made which by law requires further approval by such
stockholders without such further approval. This Agreement may not be amended
except by an instrument in writing signed on behalf of each of the parties
hereto.
ARTICLE VI
MISCELLANEOUS
This Agreement may be executed in counterparts, each of which when so
executed shall be deemed to be an original, and such counterparts shall together
constitute one and the same instrument. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, except that
provisions of this Agreement relating to the Merger shall be governed by and
construed in accordance with the laws of the State of Delaware to the extent
required thereunder.
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IN WITNESS WHEREOF, Regal, Merger Sub and Act III, pursuant to approval
and authorization duly given by resolutions adopted by their respective Boards
of Directors, have each caused this Agreement to be executed as of the date
first written above.
REGAL CINEMAS, INC.
By: /s/ Lewis Frazer III
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Name: Lewis Frazer III
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Title: Executive Vice President,
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Chief Financial Officer,
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Treasurer, and Secretary
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KNOXVILLE ACQUISITION CORP.
By: /s/ Michael L. Campbell
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Name: Michael L. Campbell
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Title: Chairman, President and
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Chief Executive Officer
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ACT III CINEMAS, INC.
By: /s/ Wade L. Canning
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Name: Wade L. Canning
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Title: Vice President and
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Chief Financial Officer
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE CONTACT: Phil Zacheretti
Senior Vice President
Marketing and Advertising
(423) 922-1123
REGAL CINEMAS COMPLETES MERGER WITH ACT III THEATRES
BECOMING THE LARGEST THEATRE CIRCUIT IN THE WORLD
Knoxville, Tennessee; Portland, Oregon; New York, New York and Dallas, Texas
(August 26, 1998) --- Hicks, Muse, Tate & Furst Incorporated (Hicks Muse) and
Kohlberg Kravis Roberts & Co. (KKR) announce the completion of the merger
between Regal Cinemas, Inc. (Regal) and Act III Theatres effective Wednesday,
August 26.
Regal (previously acquired by Hicks Muse & KKR ) is currently the second largest
motion picture exhibitor in North America. Prior to the merger completion, Regal
operated 2,458 screens at 259 locations in the following 23 states: Alabama,
Arkansas, California, Delaware, Florida, Georgia, Indiana, Kentucky, Louisiana,
Maryland, Michigan, Mississippi, New Jersey, New York, North Carolina, Ohio,
Oklahoma, Pennsylvania, South Carolina, Tennessee, Virginia, Washington and West
Virginia.
Act III Theatres (previously acquired by Hicks Muse & KKR) operates 835 screens
at 130 locations in the following 7 states: Alaska, Idaho, Missouri, Nevada,
Oregon, Texas and Washington.
With the merger, there will be 3,293 screens at 389 theatres in 29 states making
the combined enterprise the largest motion picture exhibitor in the world.
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