UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  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):  June 21, 2006

 

 

Regal Entertainment Group

 (Exact Name of Registrant as Specified in Charter)

 

 

Delaware

001-31315

02-0556934

 (State or Other Jurisdiction

of Incorporation)

 (Commission

File Number)

(IRS Employer

Identification No.)

 

 

7132 Regal Lane, Knoxville, Tennessee 37918

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (865) 922-1123

 

N/A

 (Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


 

Item 7.01.              Regulation FD Disclosure.

 

On June 20, 2006 Regal Entertainment Group (the “Company”) paid a quarterly dividend in the amount of $0.30 per share to the holders of record on June 12, 2006 of the Company’s Class A and Class B common stock.  In connection with the payment of the quarterly dividend, the Company adjusted the conversion price of the 33/4% Convertible Senior Notes due May 15, 2008 (the “Notes”) pursuant to the Indenture, dated as of May 28, 2003, as amended by that First Supplemental Indenture, dated as of April 5, 2005.  After adjustment for the quarterly dividend, the conversion price of the Notes is $14.7678  per share.

 

Limitation of Incorporation by Reference

In accordance with General Instruction B.2. of Form 8-K, the information in this report is furnished pursuant to Item 7.01. and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

 

 

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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 ENTERTAINMENT GROUP

 

 

 

 

 

 

 

 

Date:

June 21, 2006

By:

 

/s/ PETER B. BRANDOW

 

 

 

 

Name:

Peter B. Brandow

 

 

 

Title:

Executive Vice President, General Counsel

 

 

 

 

and Secretary

 

 

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