-----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, O/8jEuAcimSyoCEzm+TrVfSw++YAR23irMNt+L+BcbWxp+K6KicjDsEcYYv50fgs 7rv5Dm9YqEzOt1+VnHrTBA== 0001104659-11-007264.txt : 20110214 0001104659-11-007264.hdr.sgml : 20110214 20110214133548 ACCESSION NUMBER: 0001104659-11-007264 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110214 DATE AS OF CHANGE: 20110214 GROUP MEMBERS: PHILIP F. ANSCHUTZ SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REGAL ENTERTAINMENT GROUP CENTRAL INDEX KEY: 0001168696 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE THEATERS [7830] IRS NUMBER: 020556934 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78702 FILM NUMBER: 11604770 BUSINESS ADDRESS: STREET 1: 7132 REGAL LANE CITY: KNOXVILLE STATE: TN ZIP: 37918 BUSINESS PHONE: 865-922-1123 MAIL ADDRESS: STREET 1: 7132 REGAL LANE CITY: KNOXVILLE STATE: TN ZIP: 37918 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ANSCHUTZ CO CENTRAL INDEX KEY: 0001022325 IRS NUMBER: 841179412 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 555 SEVENTEENTH STREET STREET 2: SUITE CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3032981000 MAIL ADDRESS: STREET 1: 555 SEVENTEENTH STREET STREET 2: SUITE 2400 CITY: DENVER STATE: CO ZIP: 80202 SC 13G/A 1 a11-5899_2sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

 

Regal Entertainment Group

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

758766 10 9

(CUSIP Number)

December 31, 2010

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP No. 758766 10 9

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Anschutz Company

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
73,708,639

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
73,708,639

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
73,708,639

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
47.8%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

2


 

CUSIP No. 758766 10 9

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Philip F. Anschutz

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
73,708,639

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
73,708,639

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
73,708,639

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
47.8%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

3


 

CUSIP No. 758766 10 9

 

Explanatory Note

 

This Amendment No. 3 to Schedule 13G is filed solely to report the transfer of 7,299,270 shares of Class A Common Stock of the Issuer from Anschutz Company to Anschutz Family Investment Company LLC (“AFIC”) and AFIC II LLC (“AFIC II”).  AFIC and AFIC II received 5,839,416 and 1,459,854 shares of Class A Common Stock of the Issuer, respectively.  This transfer resulted in Anschutz Company being the record holder of 42,700,730 shares of Class A Common Stock of the Issuer, AFIC being the record holder of 5,839,416 shares of Class A Common Stock of the Issuer, and AFIC II being the record holder of 1,459,854 shares of Class A Common Stock of the Issuer.  Anschutz Company is the manager and one percent owner of both AFIC and AFIC II and may be deemed to beneficially own all shares held by AFIC and AFIC II.  Additionally, Anschutz Company owns 23,708,639 shares of Class B Common Stock of the Issuer, which are convertible into a like number of shares of Class A Common Stock.  Combined, the Reporting Persons beneficially own 73,708,639 shares of Class A Common Stock.  Such ownership represents 78.1% of the voting power of the Issuer.  Philip F. Anschutz is the sole shareholder of Anschutz Company.

 

Item 1.

 

(a)

Name of Issuer
Regal Entertainment Group (“Issuer”).

 

(b)

Address of Issuer’s Principal Executive Offices
7132 Regal Lane

Knoxville, Tennessee  37918

 

Item 2.

 

(a)

Name of Person Filing
This statement is filed by Anschutz Company (“AC”) and Philip F. Anschutz (“Anschutz”).

 

(b)

Address of Principal Business Office or, if none, Residence
The address of the Principal Business Office for AC and Anschutz is as follows:

 

555 17th Street, Suite 2400

Denver, Colorado 80202

 

(c)

Citizenship
AC is a Delaware corporation.

 

Anschutz is a citizen of the United States of America.

 

(d)

Title of Class of Securities
Class A Common Stock, par value $0.001 per share (“Class A Common Stock”).

 

(e)

CUSIP Number
758766 10 9

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with § 240.13d-1(b)(1)(ii)(J).

Not applicable.

 

4


 

CUSIP No. 758766 10 9

 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

As of December 31, 2010:

 

(a)

Amount beneficially owned:

AC beneficially owned 73,708,639 shares of Class A Common Stock of Issuer through its ownership of 23,708,639 shares of Class B Common Stock of Issuer, which are convertible into a like number of shares of Class A Common Stock, and through its direct and indirect ownership of 50,000,000 shares of Class A Common Stock of Issuer. Anschutz owns 100% of the outstanding capital stock of AC.  Therefore, Anschutz may be deemed to control AC, and each of them may be deemed to share the power to vote and dispose of the shares of Class A Common Stock to which this statement relates.

 

(b)

Percent of class:

AC:                        47.8%

Anschutz:               47.8%

 

(c)

Number of shares as to which the person has:

AC:

 

 

(i)

Sole power to vote or to direct the vote   

0

 

 

(ii)

Shared power to vote or to direct the vote    

73,708,639

 

 

(iii)

Sole power to dispose or to direct the disposition of   

0

 

 

(iv)

Shared power to dispose or to direct the disposition of   

73,708,639

 

 

Anschutz:

 

 

(i)

Sole power to vote or to direct the vote   

0

 

 

(ii)

Shared power to vote or to direct the vote    

73,708,639

 

 

(iii)

Sole power to dispose or to direct the disposition of    

0

 

 

(iv)

Shared power to dispose or to direct the disposition of   

73,708,639

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

Not applicable.

 

5


 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

 

The identities of each member of the group are provided in Exhibit A to the original Schedule 13G.

 

Item 9.

Notice of Dissolution of Group

 

Not applicable.

 

6


 

CUSIP No. 758766 10 9

 

Item 10.

Certification

 

Not applicable.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 14, 2011

ANSCHUTZ COMPANY

 

 

 

 

 

By:

Philip F. Anschutz

 

Title:

Chairman

 

 

 

 

By:

/s/ Robert M. Swysgood

 

 

Name:

Robert M. Swysgood

 

 

Title:

Attorney-in-Fact

 

 

 

 

 

 

Date: February 14, 2011

PHILIP F. ANSCHUTZ

 

 

 

 

 

By:

/s/ Robert M. Swysgood

 

Name:

Robert M. Swysgood

 

Title:

Attorney-in-Fact

 

7


 

CUSIP No. 758766 10 9

 

EXHIBIT INDEX

 

Exhibit A*

 

Identification of Group Members

 

 

 

Exhibit B*

 

Joint Filing Agreement

 

 

 

Exhibit C*

 

Power of Attorney

 

*  Previously filed

 

8

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