<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 13, 1999
REGISTRATION NO. 333-69943
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------------
REGAL CINEMAS, INC.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C> <C>
TENNESSEE 7830 62-1412720
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification
Incorporation or Organization) Classification Code Number) No.)
</TABLE>
<TABLE>
<S> <C>
MICHAEL L. CAMPBELL
PRESIDENT AND CHIEF EXECUTIVE OFFICER
REGAL CINEMAS, INC.
7132 COMMERCIAL PARK DRIVE 7132 COMMERCIAL PARK DRIVE
KNOXVILLE, TENNESSEE 37918 KNOXVILLE, TENNESSEE 37918
(423) 922-1123 (423) 922-1123
(Address, Including Zip Code, and Telephone (Name, Address, Including Zip Code, and
Number, Telephone Number,
Including Area Code, of Registrants' Principal Including Area Code, of Agent For Service)
Executive Office)
</TABLE>
With a copy to:
JEREMY W. DICKENS
WEIL, GOTSHAL & MANGES LLP
100 CRESCENT COURT, SUITE 1300
DALLAS, TEXAS 75201
(214) 746-7700
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is a compliance
with General Instruction G, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] _______
If this form is a post-effective amendment filed pursuant to the Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ] _______
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE MAXIMUM OFFERING AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PRICE PER UNIT OFFERING PRICE(1) REGISTRATION FEE(2)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
8 7/8% Senior Subordinated
Debentures due 2010........ $200,000,000 100% $200,000,000 $55,600
- -------------------------------------------------------------------------------------------------------------------
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Calculated in accordance with Rule 457(f) under the Securities Act of 1933,
as amended.
------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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- --------------------------------------------------------------------------------
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Tennessee Business Corporation Act ("TBCA") provides that a corporation
may indemnify any of its directors and officers against liability incurred in
connection with a proceeding if (i) the director or officer acted in good faith,
(ii) in the case of conduct in his or her official capacity with the
corporation, the director or officer reasonably believed such conduct was in the
corporation's best interests, (iii) in all other cases, the director or officer
reasonably believed that his or her conduct was not opposed to the best interest
of the corporation, and (iv) in connection with any criminal proceeding, the
director or officer had no reasonable cause to believe that his or her conduct
was unlawful. In actions brought by or in the right of the corporation, however,
the TBCA provides that no indemnification may be made if the director or officer
was adjudged to be liable to the corporation. In cases where the director or
officer is wholly successful, on the merits or otherwise, in the defense of any
proceeding instigated because of his or her status as an officer or director of
a corporation, the TBCA mandates that the corporation indemnify the director or
officer against reasonable expenses incurred in the proceeding. The TBCA also
provides that in connection with any proceeding charging improper personal
benefit to an officer or director, no indemnification may be made if such
officer or director is adjudged liable on the basis that personal benefit was
improperly received. Notwithstanding the foregoing, the TBCA provides that a
court of competent jurisdiction, upon application, may order that an officer or
director be indemnified if, in consideration of all relevant circumstances, the
court determines that such individual is fairly and reasonably entitled to
indemnification, whether or not the standard of conduct set forth above was met
or was adjudged liable, provided that if such officer or director was adjudged
liable, indemnification is limited to reasonable expenses.
Article 8 of the Amended and Restated Charter (the "Charter") of the
Company and its Restated Bylaws provide that the Company shall indemnify against
liability, and advance expenses to, any present or former director or officer of
the Company to the fullest extent allowed by the TBCA, as amended from time to
time, or any subsequent law, rule or regulation adopted in lieu thereof.
Additionally, the Charter provides that no director of the Company shall be
personally liable to the Company or any of its shareholders for monetary damages
for breach of any fiduciary duty except for liability arising from (i) any
breach of a director's duty of loyalty to the Company or its shareholders, (ii)
acts or omissions not in good faith or which involved intentional misconduct or
a knowing violation of law, (iii) any unlawful distributions or (iv) receiving
any improper personal benefit. The Company has entered into indemnification
agreements with certain of the Company's directors and executive officers.
Directors' and officers' liability insurance has also been obtained by the
Company, the effect of which is to indemnify certain directors and officers of
the Company against certain damages and expenses because of certain claims made
against them caused by their negligent act, error or omission.
The above discussion of the Charter and Bylaws of the Company and the TBCA
is not intended to be exhaustive and is qualified in its entirety by reference
thereto.
II-1
<PAGE> 3
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment of expenses incurred or paid by a director, officer or controlling
person thereof in the successful defense of any action, suit or proceeding) is
asserted by a director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question of whether such indemnification by it
is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits:
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
2.1 -- Agreement and Plan of Merger, dated as of January 19,
1998, by and among Regal Cinemas, Inc., Screen
Acquisition Corp. and Monarch Acquisition Corp.(1)
2.2 -- Agreement and Plan of Merger, dated as of August 20,
1998, by and among Regal Cinemas, Inc., Knoxville
Acquisition Corp. and Act III Cinemas, Inc.(2)
3.1 -- Amended and Restated Charter of the Registrant.(3)
3.2 -- Restated Bylaws of the Registrant.(4)
4.1 -- Specimen Common Stock certificate.(4)
4.2 -- Article 5 of the Registrant's Amended and Restated
Charter (included in the Amended and Restated Charter
filed as Exhibit 3.1 hereto).
4.3 -- Indenture, dated as of May 27, 1998, by and between Regal
Cinemas, Inc. and IBJ Whitehall Bank & Trust Company
(formerly IBJ Schroder Bank & Trust Company).(5)
4.4 -- Form of Regal Cinemas, Inc. 9 1/2% Senior Subordinated
Note due June 1, 2008 (contained in Indenture filed as
Exhibit 4.3 hereto).
4.5 -- Indenture, dated as of December 16, 1998, by and between
Regal Cinemas, Inc. and IBJ Whitehall Bank & Trust
Company (formerly IBJ Schroder Bank & Trust Company).*
4.6 -- Form of Regal Cinemas, Inc. 8 7/8% Senior Subordinated
Debenture due December 15, 2010 (contained in the
Indenture filed as Exhibit 4.5 hereto).
5 -- Opinion of Weil, Gotshal & Manges LLP.+
10.1 -- Employment Agreement, dated as of May 27, 1998, by and
between Regal Cinemas, Inc. and Michael L. Campbell.(5)
10.2 -- Employment Agreement, dated as of May 27, 1998, by and
between Regal Cinemas, Inc. and Gregory W. Dunn.(5)
</TABLE>
II-2
<PAGE> 4
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
10.3 -- Credit Agreement, dated as of May 27, 1998, by and
between Regal Cinemas, Inc., its subsidiaries and the
lenders named therein.(5)
10.3-1 -- First Amendment, dated as of August 26, 1998, by and
between Regal Cinemas, Inc., its subsidiaries and the
lenders named therein.(3)
10.3-2 -- Second Amendment, dated as of December 30, 1998, by and
between Regal Cinemas, Inc., its subsidiaries and the
lenders named therein.(9)
10.4 -- Agreement and Plan of Merger, dated as of June 11, 1997,
by and among Regal Cinemas, Inc., Regal Acquisition
Corporation, RAC Corporation, RAC Finance Corp., Cobb
Theatres, L.L.C., R.C. Cobb, Inc., Cobb Theatres II,
Inc., Cobb Finance Corp. and Tricob Partnership.(6)
10.5 -- Agreement and Waiver, dated as of July 31, 1997, by and
among Regal Cinemas, Inc., Regal Acquisition Corporation,
RAC Corporation, RAC Finance Corp., Cobb Theatres,
L.L.C., R.C. Cobb, Inc., Cobb Theatres II, Inc., Cobb
Finance Corp. and Tricob Partnership.(7)
10.6 -- 1993 Employee Stock Incentive Plan.(4)
10.7 -- Regal Cinemas, Inc. Participant Stock Option Plan.(4)
10.8 -- Regal Cinemas, Inc. Employee Stock Option Plan.(4)
10.9 -- 1998 Stock Purchase and Option Plan for Key Employees of
Regal Cinemas, Inc.(8)
10.10 -- Form of Management Stockholder's Agreement.(8)
10.11 -- Form of Non-Qualified Stock Option Agreement.(8)
10.12 -- Form of Sale Participation Agreement.(8)
10.13 -- Form of Registration Rights Agreement.(8)
10.14 -- Stockholders' Agreement, dated as of May 27, 1998, by and
among Regal Cinemas, Inc., KKR 1996 Fund, L.P., KKR
Partners II, L.P. and Regal Equity Partners, L.P.(3)
10.15 -- Stockholders' and Registration Rights Agreement, dated as
of May 27, 1998, by and among Regal Cinemas, Inc., KKR
1996 Fund, L.P., KKR Partners II, L.P., Regal Equity
Partners, L.P. and the DLJ signatories thereto.(3)
10.16 -- Placement Agreement, dated as of November 4, 1998, by and
between Regal Cinemas, Inc. and Morgan Stanley & Co.
Incorporated.(9)
10.17 -- Registration Rights Agreement, dated as of November 10,
1998, by and between Regal Cinemas, Inc. and Morgan
Stanley & Co. Incorporated.(9)
10.18 -- Placement Agreement, dated as of December 9, 1998, by and
among Regal Cinemas, Inc., Morgan Stanley & Co.
Incorporated and Donaldson, Lufkin & Jenrette Securities
Corporation.*
10.19 -- Registration Rights Agreement, dated as of December 16,
1998, by and among Regal Cinemas, Inc., Morgan Stanley &
Co. Incorporated and Donaldson, Lufkin & Jenrette
Securities Corporation.*
</TABLE>
II-3
<PAGE> 5
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
12 -- Statement regarding computation of ratio of earnings to
fixed charges.*
16.1 -- Letter from PricewaterhouseCoopers LLP.(10)
16.2 -- Letter from PricewaterhouseCoopers LLP.(11)
21 -- Subsidiaries.(3)
23.1 -- Consent of Weil, Gotshal & Manges LLP (included in the
opinion filed as Exhibit 5 hereto).
23.2 -- Consent of Deloitte & Touche LLP.*
23.3 -- Consent of PricewaterhouseCoopers LLP (Portland,
Oregon).*
23.4 -- Consent of PricewaterhouseCoopers LLP (Knoxville,
Tennessee).*
23.5 -- Consent of Ernst & Young LLP.*
24 -- Powers of Attorney of directors and executive officers of
the Registrant (included on signature pages).
25.1 -- Statement of Eligibility and Qualification of IBJ
Whitehall Bank & Trust Company (formerly IBJ Schroder
Bank & Trust Company), as Trustee, under the Indenture
listed as Exhibit 4.3 hereto on Form T-1.(3)
25.2 -- Statement of Eligibility and Qualification of IBJ
Whitehall Bank & Trust Company (formerly IBJ Schroder
Bank & Trust Company), as Trustee, under the Indenture
listed as Exhibit 4.5 hereto on Form T-1.*
27 -- Financial Data Schedule (for SEC use only).*
99.1 -- Form of Letter of Transmittal.+
99.2 -- Form of Notice of Guaranteed Delivery.+
</TABLE>
- -------------------------
* Previously filed.
+ Filed herewith.
(1) Incorporated by reference to the Registrant's Current Report on Form 8-K
dated January 20, 1998.
(2) Incorporated by reference to the Registrant's Current Report on Form 8-K
dated September 1, 1998.
(3) Incorporated by reference to the Registrant's Registration Statement on
Form S-4, Registration No. 333-64399.
(4) Incorporated by reference to the Registrant's Registration Statement on
Form S-1, Registration No. 33-62868.
(5) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended July 2, 1998.
(6) Incorporated by reference to Cobb Theatres, L.L.C.'s Quarterly Report on
Form 10-Q for the quarter ended May 31, 1997.
(7) Incorporated by reference to the Registrant's Current Report on Form 8-K
dated August 14, 1997.
II-4
<PAGE> 6
(8) Incorporated by reference to the Registrant's Registration Statement on
Form S-8, Registration No. 333-52943.
(9) Incorporated by reference to the Registrant's Registration Statement on
Form S-4, Registration No. 333-69931.
(10) Incorporated by reference to the Registrant's Current Report on Form 8-K/A
dated September 16, 1998.
(11) Incorporated by reference to the Registrant's Current Report on Form 8-K/A
dated September 23, 1998.
ITEM 22. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.
(4) The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-5
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to its Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Knoxville, State of Tennessee, on January 13, 1999.
REGAL CINEMAS, INC.
By: /s/ MICHAEL L. CAMPBELL
--------------------------------------
Michael L. Campbell
President and Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 1 HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ MICHAEL L. CAMPBELL President, Chief Executive January 13, 1999
- --------------------------------------------- Officer and Director
Michael L. Campbell (Principal Executive
Officer)
/s/ D. MARK MONROE Vice President, January 13, 1999
- --------------------------------------------- Acting Chief Financial
D. Mark Monroe Officer and Treasurer
(Principal Financial and
Accounting Officer)
* Director January 13, 1999
- ---------------------------------------------
David Deniger
* Director January 13, 1999
- ---------------------------------------------
Thomas O. Hicks
* Director January 13, 1999
- ---------------------------------------------
Henry R. Kravis
* Director January 13, 1999
- ---------------------------------------------
Michael J. Levitt
* Director January 13, 1999
- ---------------------------------------------
John R. Muse
* Director January 13, 1999
- ---------------------------------------------
Alexander Navab, Jr.
* Director January 13, 1999
- ---------------------------------------------
Clifton S. Robbins
* Director January 13, 1999
- ---------------------------------------------
George R. Roberts
*By: /s/ MICHAEL L. CAMPBELL
--------------------------------------
Michael L. Campbell
Attorney-in-Fact
</TABLE>
II-6
<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
2.1 -- Agreement and Plan of Merger, dated as of January 19,
1998, by and among Regal Cinemas, Inc., Screen
Acquisition Corp. and Monarch Acquisition Corp.(1)
2.2 -- Agreement and Plan of Merger, dated as of August 20,
1998, by and among Regal Cinemas, Inc., Knoxville
Acquisition Corp. and Act III Cinemas, Inc.(2)
3.1 -- Amended and Restated Charter of the Registrant.(3)
3.2 -- Restated Bylaws of the Registrant.(4)
4.1 -- Specimen Common Stock certificate.(4)
4.2 -- Article 5 of the Registrant's Amended and Restated
Charter (included in the Amended and Restated Charter
filed as Exhibit 3.1 hereto).
4.3 -- Indenture, dated as of May 27, 1998, by and between Regal
Cinemas, Inc. and IBJ Whitehall Bank & Trust Company
(formerly IBJ Schroder Bank & Trust Company).(5)
4.4 -- Form of Regal Cinemas, Inc. 9 1/2% Senior Subordinated
Note due June 1, 2008 (contained in Indenture filed as
Exhibit 4.3 hereto).
4.5 -- Indenture, dated as of December 16, 1998, by and between
Regal Cinemas, Inc. and IBJ Whitehall Bank & Trust
Company (formerly IBJ Schroder Bank & Trust Company).*
4.6 -- Form of Regal Cinemas, Inc. 8 7/8% Senior Subordinated
Debenture due December 15, 2010 (contained in the
Indenture filed as Exhibit 4.5 hereto).
5 -- Opinion of Weil, Gotshal & Manges LLP.+
10.1 -- Employment Agreement, dated as of May 27, 1998, by and
between Regal Cinemas, Inc. and Michael L. Campbell.(5)
10.2 -- Employment Agreement, dated as of May 27, 1998, by and
between Regal Cinemas, Inc. and Gregory W. Dunn.(5)
10.3 -- Credit Agreement, dated as of May 27, 1998, by and
between Regal Cinemas, Inc., its subsidiaries and the
lenders named therein.(5)
10.3-1 -- First Amendment, dated as of August 26, 1998, by and
between Regal Cinemas, Inc., its subsidiaries and the
lenders named therein.(3)
10.3-2 -- Second Amendment, dated as of December 30, 1998, by and
between Regal Cinemas, Inc., its subsidiaries and the
lenders named therein.(9)
10.4 -- Agreement and Plan of Merger, dated as of June 11, 1997,
by and among Regal Cinemas, Inc., Regal Acquisition
Corporation, RAC Corporation, RAC Finance Corp., Cobb
Theatres, L.L.C., R.C. Cobb, Inc., Cobb Theatres II,
Inc., Cobb Finance Corp. and Tricob Partnership.(6)
</TABLE>
<PAGE> 9
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
10.5 -- Agreement and Waiver, dated as of July 31, 1997, by and
among Regal Cinemas, Inc., Regal Acquisition Corporation,
RAC Corporation, RAC Finance Corp., Cobb Theatres,
L.L.C., R.C. Cobb, Inc., Cobb Theatres II, Inc., Cobb
Finance Corp. and Tricob Partnership.(7)
10.6 -- 1993 Employee Stock Incentive Plan.(4)
10.7 -- Regal Cinemas, Inc. Participant Stock Option Plan.(4)
10.8 -- Regal Cinemas, Inc. Employee Stock Option Plan.(4)
10.9 -- 1998 Stock Purchase and Option Plan for Key Employees of
Regal Cinemas, Inc.(8)
10.10 -- Form of Management Stockholder's Agreement.(8)
10.11 -- Form of Non-Qualified Stock Option Agreement.(8)
10.12 -- Form of Sale Participation Agreement.(8)
10.13 -- Form of Registration Rights Agreement.(8)
10.14 -- Stockholders' Agreement, dated as of May 27, 1998, by and
among Regal Cinemas, Inc., KKR 1996 Fund, L.P., KKR
Partners II, L.P. and Regal Equity Partners, L.P.(3)
10.15 -- Stockholders' and Registration Rights Agreement, dated as
of May 27, 1998, by and among Regal Cinemas, Inc., KKR
1996 Fund, L.P., KKR Partners II, L.P., Regal Equity
Partners, L.P. and the DLJ signatories thereto.(3)
10.16 -- Placement Agreement, dated as of November 4, 1998, by and
between Regal Cinemas, Inc. and Morgan Stanley & Co.
Incorporated.(9)
10.17 -- Registration Rights Agreement, dated as of November 10,
1998, by and between Regal Cinemas, Inc. and Morgan
Stanley & Co. Incorporated.(9)
10.18 -- Placement Agreement, dated as of December 9, 1998, by and
among Regal Cinemas, Inc., Morgan Stanley & Co.
Incorporated and Donaldson, Lufkin & Jenrette Securities
Corporation.*
10.19 -- Registration Rights Agreement, dated as of December 16,
1998, by and among Regal Cinemas, Inc., Morgan Stanley &
Co. Incorporated and Donaldson, Lufkin & Jenrette
Securities Corporation.*
12 -- Statement regarding computation of ratio of earnings to
fixed charges.*
</TABLE>
<PAGE> 10
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
16.1 -- Letter from PricewaterhouseCoopers LLP.(10)
16.2 -- Letter from PricewaterhouseCoopers LLP.(11)
21 -- Subsidiaries.(3)
23.1 -- Consent of Weil, Gotshal & Manges LLP (included in the
opinion filed as Exhibit 5 hereto).
23.2 -- Consent of Deloitte & Touche LLP.*
23.3 -- Consent of PricewaterhouseCoopers LLP (Portland,
Oregon).*
23.4 -- Consent of PricewaterhouseCoopers LLP (Knoxville,
Tennessee).*
23.5 -- Consent of Ernst & Young LLP.*
24 -- Powers of Attorney of directors and executive officers of
the Registrant (included on signature pages).
25.1 -- Statement of Eligibility and Qualification of IBJ
Whitehall Bank & Trust Company (formerly IBJ Schroder
Bank & Trust Company), as Trustee, under the Indenture
listed as Exhibit 4.3 hereto on Form T-1.(3)
25.2 -- Statement of Eligibility and Qualification of IBJ
Whitehall Bank & Trust Company (formerly IBJ Schroder
Bank & Trust Company), as Trustee, under the Indenture
listed as Exhibit 4.5 hereto on Form T-1.*
27 -- Financial Data Schedule (for SEC use only).*
99.1 -- Form of Letter of Transmittal.+
99.2 -- Form of Notice of Guaranteed Delivery.+
</TABLE>
- -------------------------
* Previously filed.
+ Filed herewith.
(1) Incorporated by reference to the Registrant's Current Report on Form 8-K
dated January 20, 1998.
(2) Incorporated by reference to the Registrant's Current Report on Form 8-K
dated September 1, 1998.
(3) Incorporated by reference to the Registrant's Registration Statement on
Form S-4, Registration No. 333-64399.
(4) Incorporated by reference to the Registrant's Registration Statement on
Form S-1, Registration No. 33-62868.
(5) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended July 2, 1998.
(6) Incorporated by reference to Cobb Theatres, L.L.C.'s Quarterly Report on
Form 10-Q for the quarter ended May 31, 1997.
(7) Incorporated by reference to the Registrant's Current Report on Form 8-K
dated August 14, 1997.
(8) Incorporated by reference to the Registrant's Registration Statement on
Form S-8, Registration No. 333-52943.
<PAGE> 11
(9) Incorporated by reference to the Registrant's Registration Statement on
Form S-4, Registration No. 333-69931.
(10) Incorporated by reference to the Registrant's Current Report on Form 8-K/A
dated September 16, 1998.
(11) Incorporated by reference to the Registrant's Current Report on Form 8-K/A
dated September 23, 1998.
<PAGE> 1
EXHIBIT 5
January 13, 1999
Regal Cinemas, Inc.
7132 Commercial Park Drive
Knoxville, Tennessee 37918
Ladies and Gentlemen
We have acted as counsel to Regal Cinemas, Inc., a Tennessee
corporation (the "Issuer"), in connection with the preparation and filing by the
Issuer of a Registration Statement on Form S-4 (Registration No. 333-69943) (the
"Registration Statement") filed with the Securities and Exchange Commission on
December 30, 1998 under the Securities Act of 1933, as amended (the "Act"),
relating to the Issuer's $200,000,000 aggregate principal amount of 8 7/8%
Senior Subordinated Debentures due 2010 (the "Debentures") that may be issued in
exchange for a like principal amount of the issued and outstanding 8 7/8% Senior
Subordinated Debentures due 2010 (the "Old Debentures") of the Issuer. The
Issuer proposes to offer, upon the terms set forth in the prospectus contained
in the Registration Statement, to exchange $1,000 principal amount of Debentures
for each $1,000 principal amount of Old Debentures (the "Exchange Offer"). The
Debentures will be issued under the Indenture (the "Indenture"), dated as of
December 16, 1998, by and among the Issuer and IBJ Whitehall Bank & Trust
Company (formerly IBJ Schroder Bank & Trust Company), as trustee (the
"Trustee"). Capitalized terms defined in the Registration Statement and not
otherwise defined herein are used herein as so defined.
In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Indenture, the form of the
Debentures set forth in the Indenture and such corporate records, agreements,
documents and other instruments, and such certificates or comparable documents
of public officials and of officers and representatives of the Issuer and have
made such inquiries of such officers and representatives as we have deemed
relevant and necessary as a basis for the opinion hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of documents
submitted to us as certified or photostatic copies and the authenticity of the
originals of such latter documents. We have
<PAGE> 2
also assumed (i) the due organization and existence of the Issuer, (ii) that the
Issuer has the requisite corporate power and authority to enter into and perform
its obligations under the Indenture and (iii) that the Issuer has duly
authorized, executed and delivered the Indenture. As to all questions of fact
material to this opinion that have not been independently established, we have
relied upon certificates or comparable documents of officers and representatives
of the Issuer.
Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that the Debentures have been duly authorized by
the Issuer for issuance and, when executed by the Issuer and authenticated by
the Trustee in accordance with the terms of the Indenture, and delivered in
exchange for the Old Debentures in accordance with the Exchange Offer, will be
legal, valid and binding obligations of the Issuer, enforceable against it in
accordance with their terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar laws affecting
creditors' rights and remedies generally, and subject, as to enforceability, to
general principles of equity, including principles of commercial reasonableness,
good faith and fair dealing (regardless of whether enforcement is sought in a
proceeding at law or in equity).
The opinion expressed herein is limited to the laws of the State of New
York and we express no opinion as to the effect on the matters covered by this
letter of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to this firm under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement.
Very truly yours,
/s/ WEIL, GOTSHAL & MANGES LLP
2
<PAGE> 1
LETTER OF TRANSMITTAL
TO TENDER
UNREGISTERED 8 7/8% SENIOR SUBORDINATED DEBENTURES DUE 2010
OF
REGAL CINEMAS, INC.
PURSUANT TO THE EXCHANGE OFFER AND PROSPECTUS DATED JANUARY 15, 1999
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON FEBRUARY 17, 1999 (THE "EXPIRATION DATE"), UNLESS THE EXCHANGE OFFER IS
EXTENDED BY THE COMPANY.
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
IBJ WHITEHALL BANK & TRUST COMPANY
Deliver to:
IBJ Whitehall Bank & Trust Company, Exchange Agent
<TABLE>
<S> <C>
By Registered or Certified Mail: By Hand or Overnight Delivery:
IBJ Whitehall Bank & Trust Company IBJ Whitehall Bank & Trust Company
P.O. Box 84 One State Street
Bowling Green Station New York, New York 10004
New York, New York 10274-0084 Attn: Securities Processing Window,
Attn: Reorganization Dept. SC-1
</TABLE>
By Facsimile (for Eligible Institutions):
(212) 858-2611
For Information or
Confirmation by Telephone:
(212) 858-2103
(Originals of all documents sent by facsimile should be sent promptly by
registered or certified mail,
by hand or by overnight delivery service.)
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OR TRANSMISSION OF
INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A
VALID DELIVERY.
IF YOU WISH TO EXCHANGE UNREGISTERED 8 7/8% SENIOR SUBORDINATED DEBENTURES
DUE 2010 FOR AN EQUAL AGGREGATE PRINCIPAL AMOUNT OF REGISTERED 8 7/8% SENIOR
SUBORDINATED DEBENTURES DUE 2010, PURSUANT TO THE EXCHANGE OFFER, YOU MUST
VALIDLY TENDER (AND NOT WITHDRAW) OLD DEBENTURES TO THE EXCHANGE AGENT PRIOR TO
THE EXPIRATION DATE.
SIGNATURES MUST BE PROVIDED.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY BEFORE COMPLETING
THIS LETTER OF TRANSMITTAL.
<PAGE> 2
DESCRIPTION OF TENDERED OLD DEBENTURES
<TABLE>
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED OWNER(S) AGGREGATE
AS IT APPEARS ON THE 8 7/8% SENIOR SUBORDINATED DEBENTURES CERTIFICATE PRINCIPAL AMOUNT
DUE 2010 NUMBER(S) OF OLD DEBENTURES
(PLEASE FILL IN, IF BLANK) OF OLD DEBENTURES TENDERED
- --------------------------------------------------------------------------------------------------------
---------------------------------------
---------------------------------------
---------------------------------------
---------------------------------------
TOTAL PRINCIPAL
AMOUNT OF OLD
DEBENTURES TENDERED
- --------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 3
LADIES AND GENTLEMEN:
1. The undersigned hereby tenders to Regal Cinemas, Inc., a Tennessee
corporation (the "Company"), the 8 7/8% Senior Subordinated Debentures due 2010
(the "Old Debentures") described above pursuant to the Company's offer of $1,000
principal amount of 8 7/8% Senior Subordinated Debentures due 2010 (the
"Debentures") in exchange for each $1,000 principal amount of the Old
Debentures, upon the terms and subject to the conditions contained in the
Prospectus dated January 15, 1999 (the "Prospectus"), receipt of which is hereby
acknowledged, and in this Letter of Transmittal (which together constitute the
"Exchange Offer").
2. The undersigned hereby represents and warrants that it has full
authority to tender the Old Debentures described above. The undersigned will,
upon request, execute and deliver any additional documents deemed by the Company
to be necessary or desirable to complete the tender of Old Debentures.
3. The undersigned understands that the tender of the Old Debentures
pursuant to all of the procedures set forth in the Prospectus will constitute an
agreement between the undersigned and the Company as to the terms and conditions
set forth in the Prospectus.
4. Unless the box under the heading "Special Registration Instructions" is
checked, the undersigned hereby represents and warrants that:
(i) the Debentures acquired pursuant to the Exchange Offer are being
obtained in the ordinary course of business of the undersigned, whether or
not the undersigned is the holder;
(ii) neither the undersigned nor any such other person is engaging in
or intends to engage in a distribution of such Debentures;
(iii) neither the undersigned nor any such other person has an
arrangement or understanding with any person to participate in the
distribution of such Debentures; and
(iv) neither the holder nor any such other person is an "affiliate,"
as such term is defined under Rule 405 promulgated under the Securities Act
of 1933, as amended (the "Securities Act"), of the Company.
5. The undersigned may, if, and only if, unable to make all of the
representations and warranties contained in Item 4 above, elect to have its Old
Debentures registered in the shelf registration described in the Registration
Rights Agreement, dated as of December 16, 1998, between the Company and Morgan
Stanley & Co. Incorporated and Donaldson, Lufkin & Jenrette Securities
Corporation in the form filed as an exhibit to the Registration Statement (the
"Registration Rights Agreement") (all terms used in this Item 5 with their
initial letters capitalized, unless otherwise defined herein, shall have the
meanings given them in the Registration Rights Agreement). Such election may be
made by checking the box under "Special Registration Instructions" on page 5. By
making such election, the undersigned agrees, as a holder of Transfer Restricted
Securities participating in a shelf registration, to indemnify and hold harmless
the Company, its directors, officers who sign the Registration Statement and
each person, if any, who controls the Company, and any other selling holder
within the meaning of either Section 15 of the Securities Act or Section 20 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), from and
against any and all losses, claims, damages and liabilities whatsoever
(including, without limitation, any legal or other expenses reasonably incurred
in connection with defending or investigating any such action or claim), joint
or several, or any action in respect thereof, to which the Company, or any such
director, officer or controlling person may become subject, under the Securities
Act, the Exchange Act or otherwise, insofar as such loss, claim, damage or
liability arises out of, or is based upon (i) any untrue statement or alleged
untrue statement of a material fact contained in the Shelf Registration
Statement or the Prospectus or in any amendment thereof or supplement thereto or
(ii) the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
in each case to the extent, but only to the extent, that any such loss,
liability, claim, damage or expense arises out of or is based upon any untrue
statement or alleged untrue statement or omission or alleged omission made
therein in reliance upon and in
<PAGE> 4
conformity with information relating to the undersigned furnished to the Company
in writing by or on behalf of the undersigned expressly for use therein. Any
such indemnification shall be governed by the terms and subject to the
conditions set forth in the Registration Rights Agreement, including, without
limitation, the provisions regarding notice, retention of counsel, contribution
and payment of expenses set forth therein. The above summary of the
indemnification provision of the Registration Rights Agreement is not intended
to be exhaustive and is qualified in its entirety by reference to the
Registration Rights Agreement.
6. If the undersigned is not a broker-dealer, the undersigned represents
that it is not engaged in, and does not intend to engage in, a distribution of
Debentures. If the undersigned is a broker-dealer that will receive Debentures
for its own account in exchange for Old Debentures that were acquired as a
result of market-making activities or other trading activities, it acknowledges
that it will deliver a prospectus in connection with any resale of such
Debentures; however, by so acknowledging and delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. If the undersigned is a broker-dealer and Old
Debentures held for its own account were not acquired as a result of
market-making or other trading activities, such Old Debentures cannot be
exchanged pursuant to the Exchange Offer.
7. Any obligation of the undersigned hereunder shall be binding upon the
successors, assigns, executors, administrators, trustees in bankruptcy and legal
and personal representatives of the undersigned.
8. Unless otherwise indicated herein under "Special Delivery Instructions,"
the certificates for the Debentures will be issued in the name of the
undersigned.
SPECIAL DELIVERY INSTRUCTIONS
(See Instruction 1)
To be completed ONLY IF the Debentures are to be issued or sent to someone
other than the undersigned or to the undersigned at an address other than that
provided above.
Mail [ ] Issue [ ] (check appropriate boxes) certificates to:
Name:
---------------------------------------------------------------------------
(PLEASE PRINT)
Address:
------------------------------------------------------------------------
(INCLUDING ZIP CODE)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SPECIAL REGISTRATION INSTRUCTIONS
(See Item 5)
To be completed ONLY IF (i) the undersigned satisfies the conditions set
forth in Item 5 above, (ii) the undersigned elects to register its Old
Debentures in the shelf registration described in the Registration Rights
Agreement, and (iii) the undersigned agrees to indemnify certain entities and
individuals as set forth in the Registration Rights Agreement and summarized in
Item 5 above.
[ ] By checking this box the undersigned hereby (i) represents that it is
unable to make all of the representations and warranties set forth in Item 4
above, (ii) elects to have its Old Debentures registered pursuant to the shelf
registration described in the Registration Rights Agreement, and (iii) agrees to
indemnify certain entities and individuals identified in, and to the extent
provided in, the Registration Rights Agreement and summarized in Item 5 above.
<PAGE> 5
SPECIAL BROKER-DEALER INSTRUCTIONS
(See Item 6)
[ ] Check here if you are a broker-dealer and wish to receive 10 additional
copies of the Prospectus and 10 copies of any amendments or supplements thereto.
<TABLE>
<S> <C>
Name:
------------------------------------------------------------
(PLEASE PRINT)
Address:
------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
(INCLUDING ZIP CODE)
</TABLE>
<PAGE> 6
SIGNATURE
To be completed by all exchanging debentureholders. Must be signed by
registered holder exactly as name appears on Old Debentures. If signature is by
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
please set forth full title. See Instruction 3.
X
- --------------------------------------------------------------------------------
X
- --------------------------------------------------------------------------------
SIGNATURE(S) OF REGISTERED HOLDER(S) OR AUTHORIZED SIGNATURE
Dated:
- --------------------------------------------------------------------------------
Name(s):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
Capacity:
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDING ZIP CODE)
Area Code and Telephone No.:
- -------------------------------------------------------------------------
SIGNATURE GUARANTEE (IF REQUIRED BY INSTRUCTION 1)
Certain Signatures Must be Guaranteed by an Eligible Institution
- --------------------------------------------------------------------------------
(NAME OF ELIGIBLE INSTITUTION GUARANTEEING SIGNATURES)
- --------------------------------------------------------------------------------
(ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NUMBER (INCLUDING AREA CODE) OF
FIRM)
- --------------------------------------------------------------------------------
(AUTHORIZED SIGNATURE)
- --------------------------------------------------------------------------------
(PRINTED NAME)
- --------------------------------------------------------------------------------
(TITLE)
Dated:
- --------------------------------------------------------------------------------
PLEASE READ THE INSTRUCTIONS BELOW,
WHICH FORM A PART OF THIS LETTER OF TRANSMITTAL.
<PAGE> 7
INSTRUCTIONS
1. GUARANTEE OF SIGNATURES. Signatures on this Letter of Transmittal must
be guaranteed by an eligible guarantor institution that is a member of or
participant in the Securities Transfer Agents Medallion Program, the New York
Stock Exchange Medallion Signature Program or by an "eligible guarantor
institution" within the meaning of Rule 17Ad-15 promulgated under the Exchange
Act (an "Eligible Institution") unless the box entitled "Special Registration
Instructions" or "Special Delivery Instructions" above has not been completed or
the Old Debentures described above are tendered for the account of an Eligible
Institution.
2. DELIVERY OF LETTER OF TRANSMITTAL AND OLD DEBENTURES. The Old
Debentures, together with a properly completed and duly executed Letter of
Transmittal (or copy thereof), should be mailed or delivered to the Exchange
Agent at the address set forth above.
THE METHOD OF DELIVERY OF OLD DEBENTURES AND THE LETTER OF TRANSMITTAL AND
ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK
OF THE HOLDER. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS USE
AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE. NO
LETTER OF TRANSMITTAL OR OLD DEBENTURES SHOULD BE SENT TO THE COMPANY. HOLDERS
MAY REQUEST THEIR RESPECTIVE BROKERS, DEALERS, COMMERCIAL BANKS, TRUST
COMPANIES, OR NOMINEES TO EFFECT THE ABOVE TRANSACTIONS FOR SUCH HOLDERS.
3. SIGNATURE ON LETTER OF TRANSMITTAL, BOND POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by a person other than a registered holder
of any Old Debentures, such Old Debentures must be endorsed or accompanied by
appropriate bond powers, signed by such registered holder exactly as such
registered holder's name appears on such Old Debentures.
If this Letter of Transmittal or any Old Debentures or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations, or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and, unless waived by
the Company, proper evidence satisfactory to the Company of their authority to
so act must be submitted with this Letter of Transmittal.
4. MISCELLANEOUS. All questions as to the validity, form, eligibility
(including time of receipt), acceptance, and withdrawal of tendered Old
Debentures will be determined by the Company in its sole discretion, which
determination will be final and binding on all parties. The Company reserves the
absolute right to reject any or all Old Debentures not properly tendered or any
Old Debentures the Company's acceptance of which would, in the opinion of
counsel for the Company, be unlawful. The Company also reserves the right to
waive any defects, irregularities, or conditions of tender as to particular Old
Debentures. The Company's interpretation of the terms and conditions of the
Exchange Offer (including the instructions in this Letter of Transmittal) will
be final and binding. Unless waived, any defects or irregularities in connection
with tenders of Old Debentures must be cured within such time as the Company
shall determine. Neither the Company, the Exchange Agent, nor any other person
shall be under any duty to give notification of defects in such tenders or shall
incur any liability for failure to give such notification. Tenders of Old
Debentures will not be deemed to have been made until such defects or
irregularities have been cured or waived. Any Old Debentures received by the
Exchange Agent that are not properly tendered and as to which the defects or
irregularities have not been cured or waived will be returned by the Exchange
Agent to the tendering holder thereof as soon as practicable following the
Expiration Date.
<PAGE> 1
NOTICE OF GUARANTEED DELIVERY
TO TENDER
UNREGISTERED 8 7/8% SENIOR SUBORDINATED DEBENTURES DUE 2010
(INCLUDING THOSE IN BOOK-ENTRY FORM)
OF
REGAL CINEMAS, INC.
PURSUANT TO THE EXCHANGE OFFER AND PROSPECTUS DATED JANUARY 15, 1999
As set forth in the Prospectus (as defined below), this form or one
substantially equivalent hereto must be used to accept the Exchange Offer (i) if
certificates for unregistered 8 7/8% Senior Subordinated Debentures due 2010
(the "Old Debentures") of Regal Cinemas, Inc., a Tennessee corporation (the
"Company"), are not immediately available, (ii) time will not permit a holder's
Old Debentures or other required documents to reach the Exchange Agent on or
prior to the Expiration Date (as defined below) or (iii) the procedure for
book-entry transfer cannot be completed on a timely basis. This form may be
delivered by facsimile transmission, registered or certified mail, by hand or by
overnight delivery service to the Exchange Agent. See "The Exchange
Offer -- Procedures for Tendering" in the Prospectus.
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON FEBRUARY 17, 1999 (THE "EXPIRATION DATE"), UNLESS THE EXCHANGE OFFER IS
EXTENDED BY THE COMPANY.
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
IBJ WHITEHALL BANK & TRUST COMPANY
Deliver to:
IBJ Whitehall Bank & Trust Company, Exchange Agent
IBJ WHITEHALL BANK & TRUST COMPANY
<TABLE>
<S> <C>
By Registered or Certified Mail: By Hand or Overnight Delivery:
IBJ Whitehall Bank & Trust Company IBJ Whitehall Bank & Trust Company
P.O. Box 84 One State Street
Bowling Green Station New York, New York 10004
New York, New York 10274-0084 Attn: Securities Processing Window,
Attn: Reorganization Dept. SC-1
</TABLE>
By Facsimile (for Eligible Institutions):
(212) 858-2611
For Information or
Confirmation by Telephone:
(212) 858-2103
(Originals of all documents sent by facsimile should be sent promptly by
registered or certified mail, by hand or by overnight delivery service.)
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OR
TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA FACSIMILE OTHER THAN AS
SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
<PAGE> 2
Ladies and Gentlemen:
The undersigned hereby tenders to the Company, in accordance with the
Company's offer, upon the terms and subject to the conditions set forth in the
Prospectus dated January 15, 1999 (the "Prospectus"), and in the accompanying
Letter of Transmittal, receipt of which is hereby acknowledged, $ in
aggregate principal amount of Old Debentures pursuant to the guaranteed delivery
procedures described in the Prospectus.
Name(s) of Registered
Holder(s):
----------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
Address:
------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Area Code & Telephone No.:
------------------------------------------------------
Certificate Number(s) for
Old Debentures (if available):
--------------------------------------------------
Total Principal Amount
Tendered and Represented
by Certificate(s): $
------------------------------------------------------------
Signature of Registered Holders(s):
---------------------------------------------
Dated:
--------------------------------------------------------------------------
[ ] The Depository Trust Company
(Check if Old Debentures will be tendered
by book-entry transfer)
Account Number
------------------------------------------------------------------
THE GUARANTEE ON THE NEXT PAGE MUST BE COMPLETED.
<PAGE> 3
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, being a member firm of a registered national securities
exchange, a member of the National Association of Securities Dealers, Inc., or a
commercial bank or trust company having an office in the United States, hereby
guarantees (a) that the above named person(s) "own(s)" the Old Debentures
tendered hereby within the meaning of Rule 14e-4 ("Rule 14e-4") under the
Securities Exchange Act of 1934, as amended, (b) that such tender of such Old
Debentures complies with Rule 14e-4, and (c) to deliver to the Exchange Agent
the certificates representing the Old Debentures tendered hereby or confirmation
of book-entry transfer of such Old Debentures into the Exchange Agent's account
at The Depository Trust Company, in proper form for transfer, together with the
Letter of Transmittal, properly completed and duly executed, with any required
signature guarantees and any other required documents, within three New York
Stock Exchange trading days after the execution of the Notice of Guaranteed
Delivery.
Name of Firm:
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Area Code and Telephone No.:
- -------------------------------------------------------------------------
Authorized Signature:
- --------------------------------------------------------------------------------
Name:
- --------------------------------------------------------------------------------
Title:
- --------------------------------------------------------------------------------
Dated:
- --------------------------------------------------------------------------------
NOTE: DO NOT SEND CERTIFICATES OF OLD DEBENTURES WITH THIS FORM. CERTIFICATES OF
OLD DEBENTURES SHOULD BE SENT ONLY WITH A LETTER OF TRANSMITTAL.
