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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.
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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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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.
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(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.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits: See Exhibit Index following signature page.
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 23, 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
<TABLE>
<CAPTION>
No. Document
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<S> <C>
99.1 Letter from PricewaterhouseCoopers LLP dated September 16,
1998*.
99.2 Letter from PricewaterhouseCoopers LLP dated September 23,
1998.
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* previously filed
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EXHIBIT 99.2
[PricewaterhouseCoopers LLP LOGO]
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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
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PricewaterhouseCoopers LLP
