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): March 15, 2005

 

 

Regal Entertainment Group

 (Exact Name of Registrant as Specified in Charter)

 

 

 

 

9110 East Nichols Avenue, Suite 200, Centennial, CO 80112

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code 303-792-3600

 

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 March 15, 2005, Regal Entertainment Group (the “Company”) paid a quarterly dividend in the amount of $0.30 per share to the holders of record on March 1, 2005 of the Company’s Class A and Class B common stock.  In connection with the payment of the quarterly dividend, the Company was required to make an adjustment to 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, under which the Notes were issued. After adjustment for the quarterly dividend, effective March 16, 2005, the conversion price of the Notes is $15.6307 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: March 15, 2005		By:	/s/ PETER B. BRANDOW
			Name:	Peter B. Brandow
			Title:	Executive Vice President, General Counsel and Secretary

 

 

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