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): October 26, 2006

Regal Entertainment Group
 (Exact Name of Registrant as Specified in Charter)

 

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 2.02   Results of Operations and Financial Condition.

On October 26, 2006, Regal Entertainment Group (“Regal”) announced its financial results for its third fiscal quarter ended September 28, 2006. A copy of the earnings release is furnished to the United States Securities and Exchange Commission (the “Commission”) with this current report on Form 8-K as Exhibit 99.1. The earnings release contains certain non-GAAP financial measures for the periods set forth therein, including adjusted earnings per diluted share, which is diluted earnings per share excluding loss on debt extinguishment, net of related tax effects.  The most directly comparable GAAP financial measure to this non-GAAP financial measure is earnings per diluted share, which is set forth in the earnings release and below for the relevant periods set forth in the earnings release.

 

Reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the earnings release.

Regal is also furnishing to the Commission as Exhibit 99.2 to this current report on Form 8-K certain other financial information for its last four completed fiscal quarters, including reconciliations to the most directly comparable GAAP financial measures of the non-GAAP financial measures included therein.

Item 8.01   Other Events.

Quarterly Dividend—On October 26, 2006, Regal’s board of directors declared a cash dividend in the amount of $0.30 per share of Class A and Class B common stock, payable on December 19, 2006 to the Class A and Class B common stockholders of record on December 11, 2006.

Third Fiscal Quarter Financial Information—The information set forth in the financial schedules accompanying the press release attached as Exhibit 99.1 hereto under the captions Consolidated Statements of Income Information (but not including the adjusted earnings per diluted share information), Consolidated Summary Balance Sheet Information, Operating Data and Free Cash Flow is incorporated herein by reference thereto. The information contained in footnote 2 relating to free cash flow included in Exhibit 99.1 hereto is incorporated herein by reference thereto.

 

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Item 9.01   Financial Statements and Exhibits.

(a)           Financial statements of businesses acquired.

N/A

(b)           Pro forma financial information.

 

N/A

(c)           Shell Company Transactions.

N/A

(d)           Exhibits.

 

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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: October 26, 2006	By:	/s/ Amy E. Miles
	Name:	Amy E. Miles
	Title:	Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit No.		Exhibit Description
99.1		Earnings release furnished pursuant to Item 2.02
99.2		Reconciliations of Non-GAAP Financial Measures furnished pursuant to Item 2.02