8-K

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REGAL CINEMAS INC - 8-K - Current Report                   Date Filed: 12/1/2000
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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): December 1, 2000


                               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      (Internal Revenue Service
      Of Incorporation)          File Number)   Employer Identification Number)


       7132 Commercial Park Drive
             Knoxville, TN                                    37918
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(Address of Principal Executive Offices)                    (Zip code)


        Registrant's Telephone Number, Including Area Code: 865/922-1123



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           (Former name or former address, if changed since last report.)



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REGAL CINEMAS INC - 8-K - Current Report                   Date Filed: 12/1/2000
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ITEM 5. Other Events.

         On December 1, 2000, Regal Cinemas, Inc. (the "Company") issued a press
release (the "Press Release") announcing that the administrative agent under the
Company's senior bank credit facilities had delivered a payment blockage notice
to the Company and the indenture trustee of its 9-1/2% Senior Subordinated Notes
due 2008 (the "Notes") prohibiting the payment by the Company of the semi-annual
interest payment of approximately $28.5 million due to the holders of the Notes
on December 1, 2000. A copy of the Press Release is attached hereto as Exhibit
99 and is incorporated herein by reference.

ITEM 7. Financial Statements and Exhibits.

        (a)     Financial Statements of Businesses Acquired:  Not applicable.

        (b)     Pro Forma Financial Information:  Not Applicable.

        (c)     Exhibits:

         Exhibit Number        Description

               99                Press Release dated December 1, 2000


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 thereunto duly authorized.


REGAL CINEMAS, INC.

Date: December 1, 2000            By: /s/ Michael L. Campbell
                                    Michael L. Campbell, Chairman, President and
                                    Chief Executive Officer









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EX-99

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                                                                      EXHIBIT 99

Contact: Dick Westerling
         Regal Cinemas, Inc.
         (865) 922-1123 ext. 4539

             REGAL CINEMAS PREVENTED FROM MAKING DECEMBER 1, 2000
                INTEREST PAYMENT ON SENIOR SUBORDINATED NOTES

KNOXVILLE, TENNESSEE --- DECEMBER 1, 2000 --- REGAL CINEMAS, INC., the nation's
largest theatre chain, said today that the administrative agent under the
Company's senior bank credit facilities has delivered a payment blockage notice
to the Company and the indenture trustee of its 9-1/2% Senior Subordinated Notes
due 2008 prohibiting the payment by Regal of the semi-annual interest payment of
approximately $28.5 million due to the holders of the notes on December 1, 2000.
The notice, which could prohibit Regal from making any payments on the notes for
a period of up to 179 days, was delivered as a result of the Company's
noncompliance with a formula-based financial covenant, which requires the
maintenance of certain specified leverage ratios.

        "While the payment blockage was not the Company's decision, we
anticipate that we will continue to maintain existing payment terms and remain
current with our vendors while the Company explores various strategic
restructuring alternatives," stated Michael Campbell, Regal Cinemas' Chairman
and Chief Executive Officer. "Management is committed to our business and to our
vendors who continue to support us during this process."

        The Company said that the payment blockage notice is not an acceleration
of the maturity of the Company's debt obligations under the senior credit
facilities and that the Company is current in all its payment obligations under
those facilities. However, based on the Company's non-compliance with its senior
credit facilities, the Company's bank group has the right to accelerate the
maturity of the Company's debt obligations


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thereunder. Additionally, if the bank group exercises this option, the trustee
of notes would have the right to accelerate the maturity of the indebtedness
evidenced by the notes. If any of these obligations are accelerated, the
Company's business may be materially and adversely impacted and, as a result, it
may be forced to seek protection under federal bankruptcy laws.

        Regal Cinemas continues to work with its financial advisors, Jay Alix &
Associates and Houlihan, Lokey, Howard & Zukin, in evaluating a long-term
financial plan to address various restructuring alternatives, including the
closure of under-performing theatres, potential sales of non-strategic assets
and the potential restructuring, recapitalization or reorganization of the
Company. No assurances can be given that any such restructuring;
recapitalization or reorganization will be negotiated on terms that will allow
the payment of semiannual interest to the noteholders.

        Headquartered in Knoxville, Tennessee, Regal Cinemas Inc. operates
4361 screens at 396 locations in 32 states.

                                      # # #

This press release contains forward-looking statements that are based upon
current expectations and involve a number of risks and uncertainties. For Regal
to use the "safe harbor" provisions under the Private Litigation Reform Act of
1995, you are hereby cautioned that these statements may be affected by the
important factors, among others, set forth below or noted in Regal's periodic
filings with the SEC, and consequently, actual operations and results may differ
materially from those expressed in these forward-looking statements. The
important factors include Regal's dependence on motion picture production and
performance; risks associated with expansions and acquisitions; and competition
experienced by Regal's theatres. In addition, our high debt levels make the
Company vulnerable to any significant industry downturns. Any inability to
successfully negotiate with our senior lenders would have a material adverse
effect on our performance and may impair our abilities to service future capital
and other long-term commitments.