As filed with the Securities and Exchange Commission on May 8, 2002

Registration No. 333-84096

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

REGAL ENTERTAINMENT GROUP
(Exact name of Registrant as specified in its charter)

9110 East Nichols Avenue, Suite 200
Centennial, CO 80112
(303) 792-3600
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive office)

Peter B. Brandow
Executive Vice President and General Counsel
9110 East Nichols Avenue, Suite 200
Centennial, CO 80112
(303) 792-3600
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.

        If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  o

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

        If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

        If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

        If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  o

        The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We and the selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MAY 8, 2002

18,000,000 Shares

Class A Common Stock

        Prior to this offering, there has been no public market for our Class A common stock. The initial public offering price of our Class A common stock is expected to be between $16.00 and $18.00 per share. We have applied to list our Class A common stock on The New York Stock Exchange under the symbol "RGC."

        Upon completion of this offering, Anschutz will own 81.7% of our Class B common stock. Each share of Class A common stock has one vote and each share of Class B common stock has ten votes on all matters to be voted on by our stockholders. Accordingly, following this offering, Anschutz will own common stock representing 77.5% of the combined voting power of our common stock.

        The underwriters have an option to purchase a maximum of 2,700,000 additional shares from several of our stockholders to cover over-allotments of shares.

        Investing in our Class A common stock involves risks. See "Risk Factors" on page 12.

        Delivery of the shares of Class A common stock will be made on or about                            , 2002.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                            , 2002.

The largest domestic motion picture exhibitor
with 5,886 screens in 561 theatres in 36 states

TABLE OF CONTENTS

        You should rely only on the information contained in this document. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate on the date of this document.

MARKET INFORMATION

        Information regarding market share, market position and industry data pertaining to our business contained in this prospectus consists of estimates based on data and reports compiled by industry professional organizations (including the Motion Picture Association of America and the National Association of Theatre Owners) and analysts, and our knowledge of our revenues and markets.

        We take responsibility for compiling and extracting, but have not independently verified, market and industry data provided by third parties, or by industry or general publications, and take no further responsibility for such data. Similarly, while we believe our internal estimates are reliable, our estimates have not been verified by any independent sources, and we cannot assure you as to their accuracy.

Dealer Prospectus Delivery Obligation

        Until                        , 2002, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PROSPECTUS SUMMARY

        The information below is only a summary of more detailed information included in other sections of this prospectus. Unless otherwise indicated, all references in this prospectus to "we," "us," "our," "Regal" or "Regal Entertainment" mean Regal Entertainment Group and its subsidiaries, including Regal Cinemas Corporation, United Artists Theatre Company, Edwards Theatres, Inc. and Regal CineMedia Corporation. This summary may not contain all of the information that is important to you or that you should consider before buying shares in the offering. The information in other sections of this prospectus is important, so please read this entire prospectus carefully.

REGAL ENTERTAINMENT GROUP

        We are a leading motion picture exhibitor operating the largest theatre circuit in the United States. Our nationwide theatre circuit, comprising Regal Cinemas Corporation, United Artists Theatre Company and Edwards Theatres, Inc., operates 5,886 screens in 561 theatres in 36 states. We operate approximately 17% of all screens in the United States, nearly twice as many screens as our nearest competitor. Our geographically diverse circuit includes theatres in 41 of the top 50 U.S. demographic market areas as well as prime locations in growing suburban markets. We believe that the size, reach and quality of our theatre circuit provide an exceptional platform to realize economies of scale in our theatre operations and capitalize upon high-margin ancillary revenue opportunities.

        We have a stable, recurring and geographically diverse revenue base and high operating margins. On a pro forma basis for fiscal 2001, we generated total revenues, EBITDA and EBITDA margin of $2.0 billion, $358.0 million and 17.7%. Our strong cash flow from operations, combined with our limited need to make maintenance capital expenditures and our conservative capital structure, provide us with significant flexibility to capitalize on future growth opportunities.

Formation of Regal Entertainment

        Each of United Artists, Edwards Theatres and Regal Cinemas are major motion picture theatre circuits. Anschutz acquired the controlling equity interests in each of United Artists, Edwards Theatres and Regal Cinemas, Inc. in connection with their separate bankruptcy reorganization proceedings. United Artists emerged from its reorganization proceedings in March 2001, Edwards Theatres emerged from its reorganization proceedings in September 2001 and Regal Cinemas, Inc. emerged from its reorganization proceedings in January 2002.

        Prior to and during the reorganization proceedings of United Artists, Edwards Theatres and Regal Cinemas, Inc., Anschutz acquired claims of creditors of United Artists, and Anschutz and Oaktree's Principal Activities Group acquired claims of creditors of Edwards Theatres and Regal Cinemas, Inc. that allowed Anschutz to actively negotiate the terms upon which each company would emerge from reorganization. Upon its emergence from reorganization proceedings, Regal Cinemas, Inc. became a wholly owned subsidiary of Regal Cinemas.

        On April 12, 2002, Regal Entertainment closed a transaction in which, in exchange for shares of Class A and Class B common stock, and warrants to acquire Class A and Class B common stock, of Regal Entertainment,

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Anschutz contributed its controlling common and preferred equity interests, and a warrant to acquire common equity interests, in United Artists and its controlling common equity interests in Edwards Theatres and Regal Cinemas to Regal Entertainment,

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Oaktree's Principal Activities Group, ACE II LLC, Juniper Family Investments, LLC, Lydia K. Harvey Revocable Trust, GSCP Recovery, Inc., LB I Group, Inc., The Tudor BVI Global Portfolio Ltd., Tudor Proprietary Trading, L.L.C., Putnam High Yield Trust, Putnam High Yield Advantage Fund, Putnam Variable Trust—Putnam VT High Yield Fund, Putnam Master Income Trust, Putnam Premier Income Trust, Putnam Master Intermediate Income Trust, Putnam

Diversified Income Trust, Putnam Funds Trust—Putnam High Yield Trust II, Putnam Strategic Income Fund, Putnam Variable Trust—Putnam VT Diversified Income Fund, Travelers Series Fund Inc.—Putnam Diversified Income Portfolio, Putnam High Yield Fixed Income Fund, LLC and Putnam High Yield Managed Trust exchanged their common equity interests in Regal Cinemas,

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Oaktree's Principal Activities Group, ACE II LLC, Juniper Family Investments, LLC, Lydia K. Harvey Revocable Trust and W. James Edwards, III exchanged their common equity interests in Edwards Theatres,

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ACE II LLC, Juniper Family Investments, LLC and Lydia K. Harvey Revocable Trust exchanged their common and preferred equity interests, and their warrants to acquire common equity interests, in United Artists, and

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Anschutz contributed its controlling preferred equity interest in, and outstanding indebtedness of, Next Generation Network to Regal CineMedia Corporation in exchange for Regal CineMedia's common stock and, in turn, contributed the common stock of Regal CineMedia to Regal Entertainment.

        As the result of the transactions involved in the formation of Regal Entertainment, Anschutz holds 69,082,834 shares of Class B common stock of Regal Entertainment, or approximately 81.7% of our outstanding Class B common stock. After giving effect to this offering, the Class B common stock held by Anschutz will represent approximately 77.5% of the voting power of our outstanding voting stock. Anschutz will therefore be able to elect all of our directors.

        After the consummation of the transactions involved in the formation of Regal Entertainment, Anschutz and Oaktree's Principal Activities Group continued to hold approximately $12.0 million of senior subordinated notes of Edwards Theatres and approximately $59.7 million of the preferred stock of Edwards Theatres and W. James Edwards, III and Mr. Edwards' sisters, Carole Ann Ruoff and Joan Edwards Randolph, continued to hold approximately $15.7 million of preferred stock of Edwards Theatres. The senior subordinated notes and preferred stock of Edwards Theatres were subsequently redeemed on April 17, 2002.

        The reorganization proceedings of United Artists, Edwards Theatres and Regal Cinemas, Inc. had significant effects on the operations and financial condition of each company that may affect us in the future. For example, United Artists adopted "fresh start reporting" whereby its assets, liabilities and new capital structure were adjusted to reflect an estimated fair value of $360.0 million at the time of its emergence from reorganization proceedings. In addition, in connection with their reorganizations, each of United Artists, Edwards Theatres and Regal Cinemas, Inc. were able to selectively close under-performing theatres and negotiate rent reductions and lease termination rights, which improved the financial performance of their asset bases.

Our Industry

        Overview.    The domestic motion picture exhibition industry has historically maintained steady growth in revenues and attendance. Since 1965, total box office revenues have grown at a compound annual growth rate of approximately 6%, and annual attendance has grown to approximately 1.5 billion attendees. The industry has been relatively unaffected by downturns in the economic cycle, with total box office revenues and attendance growing in three of the last five recessions. In 2001, total box office revenues increased for the tenth consecutive year, rising approximately 10% to $8.4 billion, and attendance grew approximately 5% to 1.5 billion attendees.

        Trends.    We believe that the U.S. motion picture exhibition industry will benefit from the following trends:

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Increased Marketing of New Releases by Studios.  Movie studios have increased marketing expenditures per new film at a compound annual growth rate of approximately 10% since 1995.

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Because domestic movie theatres are the primary distribution channel for domestic film releases, the theatrical success of a film is often the most important factor in establishing its value in other film distribution channels, including home video, cable television, broadcast television and international releases.

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Affordable and Increasingly Attractive Form of Entertainment.  We believe that patrons are attending movies more frequently because moviegoing is convenient, affordable and attractively priced relative to other forms of out-of-home entertainment. Since 1991, per capita movie attendance has grown from 4.5 to 5.3 times per year. Over this period, average ticket prices for movies have increased at a compound annual growth rate of only 3%, while ticket prices for professional sporting events and concerts have increased at approximately three times that rate.

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Ongoing Screen Rationalization.  In 2000 and 2001, substantially all of the major exhibitors reduced their expansion plans and implemented screen rationalization programs to close under-performing theatres. This screen count rationalization benefits exhibitors as patrons of closed theatres migrate to remaining theatres, thereby increasing industry-wide attendance per screen and operating efficiencies.

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Model Facilities Lower Future Capital Requirements.  We believe that the modern, 10 to 18 screen megaplex is the appropriate facility for most markets. Over the last several years, major exhibitors spent substantial capital upgrading their asset bases, including the development of the megaplex format and introducing enhanced amenities such as stadium seating and digital sound. Given the substantial capital spent on theatre circuit expansion and facilities upgrades, we believe that major exhibitors have reduced their capital spending for new theatre construction or further upgrades.

Competitive Strengths

        We believe that the following competitive strengths position us well for future growth:

        Industry Leader.    We are the largest domestic motion picture exhibitor with nearly twice as many screens as our nearest competitor. We believe that the quality and size of our theatre circuit is a significant competitive advantage for negotiating attractive concession contracts and generating economies of scale. We believe that our leading position enables us to capitalize on favorable attendance trends, attractive consolidation opportunities and high-margin ancillary businesses.

        Superior Management Drives Strong Operating Margins.    We have developed a proven operating philosophy focused on efficient operations and strict cost controls at both the corporate and theatre levels. We have developed a highly efficient purchasing and distribution supply chain that generates favorable concession margins. On a pro forma basis for fiscal 2001, we generated EBITDA margin of 17.7% and EBITDA per screen of approximately $60,800.

        Healthy Balance Sheet and Strong Cash Flow Generation.    We believe that, as a result of the reduction of $811.1 million in total liabilities at United Artists for $263.5 million of cash and indebtedness, and preferred and common stock, of United Artists, $15.0 million in total liabilities at Edwards Theatres for preferred and common stock of Edwards Theatres, and $1,631.5 million in total liabilities at Regal Cinemas, Inc. for $181.1 million of cash and common stock of Regal Cinemas, Inc. and the elimination of accumulated deficits resulting from the reorganizations of United Artists, Edwards Theatres and Regal Cinemas, Inc., we have one of the most conservative capital structures among reporting exhibitors of motion pictures with pro forma as adjusted stockholders' equity of $1,091.3 million (net of an accumulated deficit caused by the redemption of preferred stock). By combining our capital structure with our operating margins and our limited need to make maintenance capital expenditures, we believe that we will generate significant cash flow from operations to take advantage of future growth opportunities.

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        Proven Acquisition and Integration Expertise.    We have significant experience identifying, completing and integrating acquisitions of theatre circuits. We have demonstrated our ability to enhance revenues and realize operating efficiencies through the successful acquisition and integration of 11 theatre circuits since 1995. We have generally achieved immediate cost savings at acquired theatres and improved their profitability through the application of our consolidated operating functions and key supplier contracts.

        Reorganizations Formed a Stronger Circuit with More Flexibility.    Our theatre operations have recently completed reorganizations that have enabled us to improve our asset base and profitability. By selectively closing under-performing locations and negotiating rent reductions and lease termination rights, we have enhanced our operational flexibility and created competitive advantages over major theatre operators that have not entered or completed a bankruptcy reorganization process. At the same time, we are continuing to address significant claims against Edwards Theatres and Regal Cinemas, Inc. that arose in connection with their bankruptcy proceedings. Several of those claims may prove to result in significant payments to the claimants. We have recorded liabilities for these claims of $113.5 million as of December 27, 2001. To the extent these claims are allowed by the bankruptcy court, they will be funded with $28.1 million of restricted cash that has been set aside, cash on hand, cash flow from operations or borrowings under Regal Cinemas' revolving credit facility.

        Quality Theatre Portfolio.    Regal Cinemas, Inc., United Artists and Edwards Theatres have invested approximately $1.8 billion in capital expenditures since 1997. As a result, we believe that we operate one of the most modern theatre circuits among major exhibitors of motion pictures. Approximately 75% of our screens are located in theatres with 10 or more screens. Approximately 60% of our screens are located in theatres featuring stadium seating and digital sound. Our theatres have an average of 10.5 screens per location, which is well above an average of 5.5 screens per location for the North American motion picture exhibition industry. In addition, our theatres have excellent access to first-run films since approximately 80% of our screens are located in film licensing zones in which we are the sole exhibitor.

        Distinctive Opportunity in Ancillary Revenues.    We are the largest and most geographically diverse theatre circuit in the nation with over 240 million annual attendees and a nationwide presence that includes 9 of the top 10 and 23 of the top 25 U.S. demographic market areas. We believe that our asset base provides an attractive platform for advertisers to reach a desirable customer base and for businesses to conduct corporate communications services, conferencing, product introductions and distance learning. We believe we have a distinct opportunity among exhibitors to generate revenues from digital advertising and from corporate communications services. Our subsidiary, Regal CineMedia, focuses exclusively on leveraging our theatre assets to increase our revenues from these high-margin, complementary lines of business. Regal CineMedia is in its formative stage and has not generated revenue or incurred significant operating expenses.

Business Strategy

        Our business strategy is to continue to enhance our leading position in the motion picture exhibition industry. Key elements of our strategy include:

        Enhancing Operating Efficiencies.    We believe that significant opportunities exist for us to generate economies of scale from the integration of Regal Cinemas, United Artists and Edwards Theatres. We expect to enhance our operating results through the application of best practices from across our combined company.

        Pursuing Strategic Acquisitions.    We believe that our acquisition experience and the financial flexibility provided by our conservative capital structure position us well to execute future acquisitions. We may selectively pursue theatre acquisitions that enhance our market position and improve our

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consolidated operating results. In addition, we may pursue acquisitions that strengthen our ancillary business by broadening our service offerings.

        Creating a Digital Network to Generate Ancillary Revenues.    We intend to generate additional revenue growth by investing in the equipment necessary to create the largest digital video and communications network among domestic exhibitors. We intend to use the digital network to generate additional revenue from on-screen and in-lobby advertising and corporate communication services.

        Pursuing Selective Growth Opportunities.    We intend to selectively pursue theatre and screen expansion opportunities that meet our strategic and financial return criteria. We are combining the capital spending programs of Regal Cinemas, United Artists and Edwards Theatres under one management team to maximize our return on investment by enabling us to make strategic capital expenditures that we believe will provide the highest returns among our theatre portfolio.

Recent Developments

        On April 17, 2002, Regal Cinemas sold $150 million principal amount of 9³/8% senior subordinated notes due 2012, which were issued under the indenture pursuant to which Regal Cinemas sold $200 million principal amount of 9³/8% senior subordinated notes due 2012 in January, 2002. The proceeds of the notes issued on April 17, together with cash on hand at Regal Cinemas, Inc., was used to repay approximately $180 million of senior bank debt of Edwards Theatres, to redeem approximately $12 million of senior subordinated notes of Edwards Theatres that were held by Anschutz and Oaktree's Principal Activities Group and to redeem approximately $75.4 million of preferred stock of Edwards Theatres that was held by Anschutz, Oaktree's Principal Activities Group and members of the Edwards family. In connection with the repayment of the indebtedness and the redemption of the subordinated notes and preferred stock of Edwards Theatres, Edwards Theatres became a wholly owned subsidiary of Regal Cinemas, Inc. The difference between the carrying value of the preferred stock and subordinated debt of Edwards Theatres and the redemption price will be a charge to equity (approximately $30 million) and will be reflected as a charge against earnings available to common stockholders in our 2002 financial statements.

        Based on preliminary results, we expect pro forma combined revenues, operating income and net income of approximately $522.1 million, $62.1 million and $25.1 million, respectively, for the first quarter of 2002. Pro forma combined EBITDA is approximately $108.0 million for the first quarter and does not include approximately $9.5 million of expenses associated with the restructuring, which primarily include legal and professional fees and expenses associated with the combination of the theatre circuits, which primarily include severance and lease termination expenses. These strong results were consistent with an approximately 14% increase in domestic box office revenues during the first quarter of 2002. In the opinion of management, all adjustments consisting of normal recurring accruals necessary for the fair presentation of the results of operations on a pro forma consistent basis have been made. These results may not be indicative of future results.

Other Information

        Our principal executive offices are located at 9110 East Nichols Avenue, Suite 200, Centennial, Colorado 80112. Our telephone number is (303) 792-3600. Unless otherwise indicated in this prospectus, all references to "United Artists" mean United Artists Theatre Company and its subsidiaries, all references to "Edwards Theatres" mean Edwards Theatres, Inc. and its subsidiaries, all references to "Regal Cinemas" mean Regal Cinemas Corporation and its subsidiaries, and all references to "Regal CineMedia" mean Regal CineMedia Corporation and its subsidiaries. Unless otherwise indicated in this prospectus, all references to "Anschutz" mean Anschutz Company and its subsidiaries and all references to "Oaktree's Principal Activities Group" mean OCM Principal Opportunities Fund II, L.P. and its subsidiaries. The term "pro forma" refers to the combined results of operations described under "Unaudited Pro Forma Financial Statements." The Satellite Theatre

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Network® is the property of United Artists. Other trademarks and trade names appearing in this prospectus are the property of their holders.

        Despite the competitive strengths described above, our business is subject to a number of risks. If we fail to adequately integrate the operations of Regal Cinemas, United Artists and Edwards Theatres, or if we fail to maintain the operating efficiencies we have generated in the past, or if we are unable to successfully establish the business of Regal CineMedia, our results of operations may suffer. In addition, we may not be able to successfully execute our business strategy because of the competitive environment in which we operate. Because a portion of the net proceeds of this offering will be used to repay approximately $240.6 million of outstanding senior indebtedness of United Artists, only approximately $43.4 million of the proceeds of the offering will be available for working capital and other purposes. The outstanding senior indebtedness of United Artists is owed to approximately 40 commercial lending institutions, including Credit Suisse First Boston Corporation, Salomon Brothers Holding Company, Putnam Diversified Income Trust, Putnam High Yield Total Return Fund, Putnam High Yield Trust II, Putnam High Yield Managed Fund and Putnam Variable Trust—PVT Diversified Income Fund. Anschutz and Oaktree's Principal Activities Group are not lenders to United Artists and will not receive any of the net proceeds from this offering. For a discussion of these, and other risks, please see "Risk Factors" beginning on page 12.

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The Offering

        The number of shares of Class A common stock and Class B common stock to be outstanding after this offering is based on the number of shares outstanding as of April 19, 2002. This number excludes:

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8,832,147 shares issuable upon exercise of outstanding options at a weighted average exercise price of $7.96 per share;



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3,928,185 shares of Class B common stock issuable upon exercise of outstanding warrants at a weighted average exercise price of $8.88 per share and 296,129 shares of Class A common stock issuable upon exercise of outstanding warrants at a weighted average exercise price of $8.88 per share; and



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2,362,207 shares reserved for future issuance under our 2002 Stock Incentive Plan.

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Summary Unaudited Pro Forma Combined Financial Data for 2001

        Regal was created through a series of transactions during 2001 and 2002. Anschutz acquired controlling equity interests in United Artists and Edwards Theatres upon United Artists' emergence from bankruptcy reorganization on March 1, 2001 and Edwards Theatres' emergence from bankruptcy reorganization on September 29, 2001. Our historical combined fiscal 2001 financial statements reflect the results of United Artists and Edwards Theatres following these dates. Therefore, the historical results of operations for Regal include only the results of operations of United Artists from March 2, 2001, and of Edwards Theatres from September 30, 2001. These controlling equity interests have been recorded in the combined financial statements of Regal at the combined cost basis of Anschutz.

        On January 29, 2002, Anschutz acquired a controlling equity interest in Regal Cinemas, Inc. Anschutz exchanged its controlling equity interest in Regal Cinemas, Inc. for a controlling equity interest in Regal Cinemas immediately after Regal Cinemas, Inc. and its subsidiaries emerged from bankruptcy reorganization. Because our financial statements will reflect the results of Regal Cinemas following the date Anschutz acquired a controlling equity interest, our 2001 historical results of operations do not include Regal Cinemas, Inc.

        We have provided unaudited pro forma combined results of operations for fiscal 2001 because (i) the results of Regal Cinemas, Inc. are significant, (ii) our historical results do not include a full year's results of United Artists and Edwards Theatres, and (iii) the effects of the reorganizations on our theatre operations are material. We believe this presentation of the unaudited pro forma combined results of operations for fiscal 2001 as set forth below is more useful in understanding our current operations than our historical 2001 financial statements.

        The unaudited pro forma combined statement of operations for fiscal 2001 assumes that each of the following had occurred at the beginning of each entity's fiscal years:

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the acquisition by Anschutz of the controlling equity interests in Regal Cinemas, United Artists and Edwards Theatres;



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the contribution by Anschutz to Regal of those interests;



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the exchange by several of the minority stockholders of Regal Cinemas, United Artists and Edwards Theatres of their equity interests in those entities for equity interests of Regal;



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the elimination of operating results for theatres rejected or closed in connection with the bankruptcy reorganizations of Regal Cinemas, Inc., United Artists and Edwards Theatres;



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the elimination of direct costs and other items associated with these entities' respective bankruptcy reorganizations;



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the use of proceeds of the $150.0 million in principal amount of senior subordinated notes issued by Regal Cinemas on April 17, 2002; and



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the estimated effects of this offering and the use of proceeds described herein.

        The unaudited pro forma adjusted balance sheet assumes that each of the following had occurred on our fiscal year end:

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the acquisition by Anschutz of the controlling equity interests in Regal Cinemas, United Artists and Edwards Theatres;



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the contribution by Anschutz to Regal of those interests;



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the exchange by several of the minority stockholders of Regal Cinemas, United Artists and Edwards Theatres of their equity interests in those entities for equity interests of Regal;



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the completion of the bankruptcy reorganization of Regal Cinemas, Inc.;

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•

the use of proceeds of the $150 million in principal amount of senior subordinated notes issued by Regal Cinemas on April 17, 2002; and



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the estimated effects of this offering and the use of proceeds described herein.

        The summary pro forma combined financial data does not necessarily indicate the operating results or financial position that would have resulted from our operation on a combined basis during the period presented, nor does this 2001 pro forma data necessarily represent any future operating results or financial position. In addition to this summary financial data, you should also refer to the more complete financial information included elsewhere in this prospectus, including historical financial results of Regal, Regal Cinemas, Inc., United Artists and Edwards Theatres and our unaudited pro forma combined financial statements and the accompanying notes.

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(1)

Weighted average number of shares represents the shares of Class A and Class B common stock issued in conjunction with the formation of Regal Entertainment and those to be issued in this offering as if they had been outstanding for the entire year.

(2)

EBITDA represents operating income (loss) from continuing operations before depreciation and amortization expense, loss (gain) on disposal of operating assets, loss on impairment of assets, theatre closing costs, lease exit and restructure costs, legal and professional fees related to restructuring and merger and recapitalization expenses. We have included EBITDA in this data because we believe it to be a measure commonly used by investors to analyze and compare companies in our industry. EBITDA is not a measurement of financial performance under generally accepted accounting principles and should not be considered in isolation or construed as a substitute for net income or other operations data or cash flow data prepared in accordance with generally accepted accounting principles for purposes of analyzing our profitability or liquidity. In addition, not all funds depicted by pro forma EBITDA are available for management's discretionary use. For example, a portion of such funds are subject to contractual restrictions and functional requirements to pay debt service, fund necessary capital expenditures and meet other commitments from time to time as described in more detail under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations." EBITDA, as we calculate it, may not be comparable to similarly titled measures reported by other companies.

        EBITDA is calculated as follows:

(3)

Defined as EBITDA as a percentage of total revenues.

(4)

Represents our fiscal 2001 capital expenditures pro forma for theatres not closed or rejected during the bankruptcy proceedings.

(5)

Represents the historical cash from operating and investing activities of Regal Cinemas, United Artists and Edwards Theatres as adjusted for operating results for rejected or closed theatres in connection with these entities' bankruptcy reorganizations and the elimination of reorganization

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costs and certain interest and other payments associated with the reorganizations, as calculated as follows:

        We have not provided information regarding cash flow from financing activities as we believe this information would not be meaningful because of the significant effects of the bankruptcy reorganizations.

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RISK FACTORS

        Before you invest in our Class A common stock, you should understand the high degree of risk involved. You should consider carefully the following risks and other information in this prospectus, including our pro forma and historical financial statements and related notes, before you decide to purchase shares of our Class A common stock. If any of the following risks actually occur, our business, financial condition and operating results could be adversely affected. As a result, the trading price of our Class A common stock could decline, perhaps significantly.

Risks Related to Our Business and Industry

Our operating companies lack a combined operating history and have in the past operated at a loss

        Regal Cinemas, United Artists and Edwards Theatres operated as separate motion picture exhibitors until we acquired them, and each operated at a loss prior to its reorganization in bankruptcy. There can be no assurance that we can successfully conduct their combined operations on an economically feasible basis and we may therefore incur further losses in the future. Because we are recording the combination of Regal Cinemas, United Artists and Edwards Theatres in accordance with the purchase method of accounting, the pro forma combined information contained in this prospectus may not be indicative of our future operating results. As a result, we have limited historical financial and operating data upon which you can evaluate our business.

The bankruptcy reorganizations of our theatre circuit operators could harm our business, financial condition and results of operations

        During the past 13 months, each of Regal Cinemas, Inc., United Artists and Edwards Theatres has emerged from reorganization under Chapter 11 of the U.S. Bankruptcy Code. Regal Cinemas, Inc. and Edwards Theatres have claims from these bankruptcy reorganizations that remain unsettled and are subject to ongoing negotiation and possible litigation. The final amounts paid in connection with the claims could materially exceed our current estimates of $69.6 million and $43.9 million respectively, which could reduce our profitability or cause us to incur losses that would affect the trading price of our common stock. In addition, the past inability of our theatre circuit operators to meet their obligations that resulted in their filing for bankruptcy protection, or the perception that we may not be able to meet our obligations in the future, could adversely affect our ability to obtain adequate financing, or our relationships with our customers and suppliers, as well as our ability to retain or attract high-quality employees.

Failure to integrate our operations or establish the business of Regal CineMedia may result in operating losses or reduce our profits

        We have combined three independent motion picture exhibitors and Regal CineMedia into a new company, and our success as a national motion picture exhibitor will depend in large part on our ability to integrate the operations, employees and management of three previously independent motion picture exhibitors, as well as our ability to establish the business and operations of Regal CineMedia. The success of this business model will depend on our ability to build on the strengths of our operating companies and to centralize many of our business functions. To achieve that, we will be closing the Edwards Theatres executive offices and moving the theatre management operations of United Artists and Edwards Theatres to Regal Cinemas offices in Knoxville, Tennessee. We will have to expend substantial managerial, operational, financial and other resources to integrate these businesses. We will also need to expand the theatre management operations of Regal Cinemas to cover a much more geographically diverse theatre circuit than in the past. It may take us longer than anticipated to integrate the operations, employees and management of Regal Cinemas, United Artists and Edwards Theatres, establish the business of Regal CineMedia and implement our business model, or we may fail

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to successfully complete the integration or be unable to establish the business of Regal CineMedia. Failure to integrate our motion picture exhibitors or establish Regal CineMedia successfully may result in significant operating inefficiencies. In addition, delays in the successful completion of the integration would delay our ability to benefit from cost savings and increased operating efficiencies, including the negotiation of long-term concession contracts. Consequently, a delay or failure of our integration efforts could prevent us from achieving or maintaining profitability or from attaining the level of profitability we hope to achieve.

The oversupply of screens in the motion picture exhibition industry and other factors caused several major movie theatre circuits to reorganize under the Bankruptcy Code, which may make it difficult for us to borrow or access the capital markets in the future

        Since 1999, several major theatre exhibition companies, including United Artists, Edwards Theatres and Regal Cinemas, Inc., have filed for bankruptcy. One significant cause of those bankruptcies was the emphasis by theatre circuits on the development of large megaplexes in recent years. The strategy of aggressively building megaplexes was adopted throughout the industry and generated significant competition and resulted in an oversupply of screens in the North American exhibition industry. The oversupply of screens, increased construction, rent and occupancy costs and other factors, including a downturn in attendance in 2000, caused significant liquidity pressures throughout the motion picture exhibition industry. We and other theatre circuits experienced impairment write-offs, losses on theatre dispositions and downward adjustment of credit ratings and defaults under loan agreements. These factors may make it difficult for us to borrow money or access the capital markets and, as a result, the market price of our securities, including our common stock, may be adversely affected.

We have a substantial investment in developing ancillary revenue opportunities that we may be unable to achieve

        We have invested and committed to invest approximately $2.0 million in ancillary revenue opportunities and we expect to make approximately $23.0 million of additional capital expenditures during 2002. These investments are aimed at generating revenues through a digital network that is not complete and through exploiting other ancillary business uses of our theatres. For example, we will invest in changing the network software and distribution network and develop a new sales force to implement the use of the Next Generation Network assets acquired by Regal CineMedia. We may be unable to attract significant interest in the products and services of Regal CineMedia. If we are unable to generate sufficient revenue from the sale of advertising in our theatres or from alternative products and services, we may not achieve or maintain the level of profitability we hope to achieve, and our results of operations may be adversely affected.

We operate in a competitive environment

        The motion picture exhibition industry is fragmented and highly competitive, particularly with respect to film licensing, attracting patrons and developing new theatre sites. Theatres operated by national and regional circuits and by small independent exhibitors compete with our theatres. In recent years, motion picture exhibitors have emphasized the development of large megaplexes, some of which have as many as 30 screens in a single theatre. The industry-wide strategy of aggressively building megaplexes generated significant competition and rendered many older multiplex theatres obsolete more rapidly than expected. Many of these theatres are under long-term lease commitments that make them financially burdensome to close and some companies have elected to continue operating them notwithstanding their lack of profitability. In other instances, because theatres are typically limited use design facilities, or for other reasons, landlords have been willing to make rent concessions to keep them open. As a result, there is an oversupply of screens in the North American motion picture

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exhibition industry. This has affected and may continue to affect the performance of some of our theatres.

        There are no significant barriers to entry in the motion picture exhibition industry. Although we expect a decline in the number of screens industry-wide, our competitors, including new motion picture exhibitors, may from time to time build new theatres or screens in areas in which we operate, which may require us to compete for popular films or result in excess capacity in those areas and hurt attendance at our theatres. Moviegoers are generally not brand conscious and usually choose a theatre based on its location, the films showing there and its amenities. A change in consumer preferences or technology may cause increased competition, require us to make large capital expenditures and adversely affect our operations.

        The distribution of motion pictures is in large part regulated by federal and state antitrust laws and has been the subject of numerous antitrust cases. Consent decrees resulting from those cases effectively require major motion picture distributors to offer and license films to exhibitors, including us, on a film-by-film and theatre-by-theatre basis. Consequently, we cannot assure ourselves of a supply of motion pictures by entering into long-term arrangements with major distributors, but must compete for our licenses on a film-by-film and theatre-by-theatre basis.

An increase in the use of alternative film delivery methods may drive down movie theatre attendance and limit ticket prices

        We also compete with other movie delivery vehicles, including cable television, downloads via the Internet, video disks and cassettes, satellite and pay-per-view services. Further, new technologies for movie delivery (such as video on demand) could have a material adverse effect on our business and results of operations. We also compete for the public's leisure time and disposable income with other forms of entertainment, including sporting events, concerts, live theatre and restaurants.

Development of digital technology will increase our capital expenses

        The industry is in the early stages of conversion from film based media to electronic based media. There are a variety of constituencies associated with this anticipated change which may significantly impact industry participants, including content providers, distributors, equipment providers and exhibitors. Should the conversion process rapidly accelerate, we may have to raise additional capital to finance the conversion costs associated with this potential change. The additional capital necessary may not, however, be available to us on attractive terms. Furthermore, it is impossible to accurately predict how the roles and allocation of costs between various industry participants will change if the industry changes from physical media to electronic media.

We depend on motion picture production and performance

        Our ability to operate successfully depends upon the availability, diversity and appeal of motion pictures, our ability to license motion pictures and the performance of such motion pictures in our markets. We mostly license first-run motion pictures, the success of which have increasingly depended on the marketing efforts of the major studios. Poor performance of, or any disruption in the production of (including by reason of a strike), these motion pictures, or a reduction in the marketing efforts of the major studios, could hurt our business and results of operations. In addition, a change in the type and breadth of movies offered by studios may adversely affect the demographic base of moviegoers.

We may not benefit from our acquisition strategy

        We may have difficulty identifying suitable acquisition candidates. Even if we do identify such candidates, we anticipate significant competition from other motion picture exhibitors and financial buyers when trying to acquire these candidates, and there can be no assurances that we will be able to

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acquire such candidates at reasonable prices or on favorable terms. Moreover, some of these possible buyers may be stronger financially than we are. As a result of this competition for limited assets, we may not succeed in acquiring suitable candidates or may have to pay more than we would prefer to make an acquisition. If we cannot identify or successfully acquire suitable acquisition candidates, we may not be able to successfully expand our operations and our stock price could be adversely affected.

        In any acquisition, we expect to benefit from cost savings through, for example, the reduction of overhead and theatre level costs, and from revenue enhancements resulting from the acquisition. However, there can be no assurance that we will be able to generate sufficient cash flow from these acquisitions to service any indebtedness incurred to finance such acquisitions or realize any other anticipated benefits. Nor can there be any assurance that our profitability will be improved by any one or more acquisitions. If we cannot generate sufficient cash flow to service debt incurred to finance an acquisition, our results of operations and profitability would be adversely affected. Any acquisition may involve operating risks, such as:

•

the difficulty of assimilating the acquired operations and personnel and integrating them into our current business;



•

the potential disruption of our ongoing business;



•

the diversion of management's attention and other resources;



•

the possible inability of management to maintain uniform standards, controls, procedures and policies;



•

the risks of entering markets in which we have little or no experience;



•

the potential impairment of relationships with employees;



•

the possibility that any liabilities we may incur or assume may prove to be more burdensome than anticipated; and



•

the possibility that any acquired theatres or theatre circuit operators do not perform as expected.

We depend on our relationships with film distributors

        The film distribution business is highly concentrated, with nine major film distributors reportedly accounting for 93% of admissions revenues and 48 of the 50 top grossing films during 2000. Our business depends on maintaining good relations with these distributors. In addition, we are dependent on our ability to negotiate commercially favorable licensing terms for first-run films. A deterioration in our relationship with any of the nine major film distributors could affect our ability to negotiate film licenses on favorable terms or our ability to obtain commercially successful films and, therefore, could hurt our business and results of operations.

We must comply with the ADA

        Our theatres must comply with Title III of the Americans with Disabilities Act of 1990, or the ADA. Compliance with the ADA requires that public accommodations "reasonably accommodate" individuals with disabilities and that new construction or alterations made to "commercial facilities" conform to accessibility guidelines unless "structurally impracticable" for new construction or technically infeasible for alterations. Non-compliance with the ADA could result in the imposition of injunctive relief, fines, an award of damages to private litigants or additional capital expenditures to remedy such noncompliance. Any such imposition of injunctive relief, fines, damage awards or capital expenditures could adversely affect our business and results of operations.

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We depend on our senior management

        Our success depends upon the retention of our senior management, including Michael Campbell and Kurt Hall, our Co-Chief Executive Officers. We cannot assure you that we would be able to find qualified replacements for the individuals who make up our senior management if their services were no longer available. The loss of services of one or more members of our senior management team could have a material adverse effect on our business, financial condition and results of operations. We do not currently maintain key-man life insurance for any of our employees. The loss of any member of senior management could adversely affect our ability to effectively pursue our business strategy.

A prolonged economic downturn could materially affect our business by reducing consumer spending on attending movies

        We depend on consumers voluntarily spending discretionary funds on leisure activities. Motion picture theatre attendance may be affected by prolonged, negative trends in the general economy that adversely affect consumer spending, including such trends resulting from terrorist attacks on the United States. Any reduction in consumer confidence or disposable income in general may affect the demand for motion pictures or severely impact the motion picture production industry, which, in turn, could adversely affect our operations.

Risks Related to Our Corporate Structure

The interests of our controlling stockholders may conflict with your interests

        Following this offering, Anschutz and Oaktree's Principal Activities Group will own all of our outstanding Class B common stock. Our Class A common stock has one vote per share while our Class B common stock has ten votes per share on all matters to be voted on by stockholders. As a result, Anschutz and Oaktree's Principal Activities Group after this offering will control 94.9% of the combined voting power of all of our outstanding common stock. For as long as Anschutz and Oaktree's Principal Activities Group continue to own shares of common stock representing more than 50% of the combined voting power of our common stock, they will be able to elect all of the members of our board of directors and determine the outcome of all matters submitted to a vote of our stockholders, including matters involving mergers or other business combinations, the acquisition or disposition of assets, the incurrence of indebtedness, the issuance of any additional shares of common stock or other equity securities and the payment of dividends on common stock. Anschutz and Oaktree's Principal Activities Group will also have the power to prevent or cause a change in control, and could take other actions that might be desirable to Anschutz and Oaktree's Principal Activities Group but not to other stockholders. In addition, Anschutz and Oaktree's Principal Activities Group and their affiliates have controlling interest in companies in related and unrelated industries, including interests in the sports, motion picture and entertainment industries. In the future, they may combine our company with one or more of their other holdings.

Our substantial lease and debt obligations could impair our financial condition

        We have substantial lease and debt obligations. For fiscal 2001, on a pro forma as adjusted basis, our total rent expense and interest expense were approximately $246.3 million and $64.2 million, respectively. As of January 3, 2002, on a pro forma as adjusted basis, we had total debt of $732.7 million.

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        On a pro forma as adjusted basis, we estimate our contractual cash obligations over the next several years to be as follows (in thousands):

        Our substantial lease and debt obligations could have important consequences to you. For example, it could:

•

limit our ability to obtain necessary financing in the future;



•

make it more difficult for us to satisfy our obligations;



•

require us to dedicate a substantial portion of our cash flow to payments on our lease and debt obligations, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other corporate requirements;



•

make us more vulnerable to a downturn in our business and limit our flexibility to plan for, or react to, changes in our business; and



•

place us at a competitive disadvantage compared to competitors that might have proportionately less lease and debt obligations or have better access to capital.

        If we are unable to meet our lease and debt service obligations, we could be forced to restructure or refinance our obligations and seek additional equity financing or sell assets. We may be unable to restructure or refinance our obligations and obtain additional equity financing or sell assets on satisfactory terms or at all. As a result, inability to meet our lease and debt service obligations could cause us to default on those obligations.

        Many of our lease agreements and the agreements governing the terms of our debt obligations contain restrictive covenants that limit our ability to take specific actions or require us not to allow specific events to occur and prescribe minimum financial maintenance requirements that we must meet. If we violate those restrictive covenants or fail to meet the minimum financial requirements contained in a lease or debt instrument, we would be in default under that instrument, which could, in turn, result in defaults under other leases and debt instruments. Any such defaults could materially impair our financial condition. Among the restrictive covenants contained in our lease obligations and debt instruments are limitations on our or our subsidiaries' ability to incur debt, to make capital expenditures, to sell assets, to pay dividends or redeem capital stock, to make advances to us or our subsidiaries or investments in third parties. Among the minimum financial maintenance requirements contained in our lease obligations and debt instruments are minimum net worth or minimum total or net asset requirements, interest coverage requirements, minimum levels of EBITDA or other cash flow measurements and maximum debt to EBITDA ratios.

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Our use of a substantial portion of the net proceeds from this offering to repay existing indebtedness will reduce the cash proceeds from this offering available to us

        We intend to use a portion of the net proceeds from this offering to repay approximately $240.6 million of principal plus interest owed by United Artists under its term credit agreement. Because we will use a significant portion of the proceeds of this offering to repay existing debt, less of the cash proceeds from this offering will be available to us. As a result, we may need to seek additional debt or equity financing to fund future growth. If financing is not available on acceptable terms, we may be unable to expand our business and operations as anticipated. If we are unable to expand our business and operations, our financial results and the market for our common stock could be adversely affected.

We are a holding company with no operations of our own

        We are a holding company with no operations of our own. Consequently, our ability to service our debt and pay dividends is dependent upon the earnings from the businesses conducted by our subsidiaries. The distribution of those earnings, or advances or other distributions of funds by these subsidiaries to us, all of which could be subject to statutory or contractual restrictions, are contingent upon the subsidiaries' earnings and are subject to various business considerations.

We may be subject to restrictions due to minority interests in our subsidiaries

        We conduct our business through our subsidiaries. Minority stockholders may hold significant interests in these subsidiaries. Minority stockholders will own approximately 9.9% of the combined voting power of the outstanding capital stock of United Artists and approximately 5.0% of the outstanding capital stock of Next Generation Network upon the closing of this offering. The minority stockholders of United Artists have the right, pursuant to the terms of a stockholders agreement, to designate two members to the board of directors of United Artists. The minority stockholders of Next Generation Network do not have any rights to elect directors to the Next Generation Network board. Various disadvantages may result from the participation of minority stockholders whose interests may not always coincide with ours. The presence of minority interests may, among other things, impede our ability to implement organizational efficiencies and transfer cash and assets from one subsidiary to another in order to allocate assets most effectively.

Our certificate of incorporation and bylaws contain anti-takeover protections, which may discourage or prevent a takeover of our company, even if an acquisition would be beneficial to our stockholders

        Provisions contained in our certificate of incorporation and bylaws, as well as provisions of the Delaware General Corporation Law, could delay or make it more difficult to remove incumbent directors or for a third party to acquire us, even if a takeover would benefit our stockholders. For example, our certificate of incorporation and bylaws:

•

authorize the issuance of "blank check" preferred stock that could be issued by our board of directors to increase the number of outstanding shares, making a takeover more difficult and expensive;



•

provide for a classified board of directors;



•

provide for a minimum and maximum number of directors, with the number of directors within the range to be fixed by a majority vote of the board of directors; this provision restricts the ability of our stockholders to increase the size of our board of directors; and



•

do not permit cumulative voting in the election of directors, which would otherwise allow less than a majority of stockholders to elect director candidates.

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Our issuance of shares of preferred stock could delay or prevent a change of control of our company

        Our board of directors has the authority to cause us to issue, without any further vote or action by the stockholders, up to 50,000,000 shares of preferred stock, par value $0.001 per share, in one or more series, to designate the number of shares constituting any series, and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, voting rights, rights and terms of redemption, redemption price or prices and liquidation preferences of such series. The issuance of shares of preferred stock may have the effect of delaying, deferring or preventing a change in control of our company without further action by the stockholders, even where stockholders are offered a premium for their shares.

Our issuance of preferred stock could dilute the voting power of the common stockholders

        The issuance of shares of preferred stock with voting rights may adversely affect the voting power of the holders of our other classes of voting stock either by diluting the voting power of our other classes of voting stock if they vote together as a single class, or by giving the holders of any such preferred stock the right to block an action on which they have a separate class vote even if the action were approved by the holders of our other classes of voting stock.

Our issuance of preferred stock could adversely affect the market value of our common stock

        The issuance of shares of preferred stock with dividend or conversion rights, liquidation preferences or other economic terms favorable to the holders of preferred stock could adversely affect the market price for our common stock by making an investment in the common stock less attractive. For example, investors in the common stock may not wish to purchase common stock at a price above the conversion price of a series of convertible preferred stock because the holders of the preferred stock would effectively be entitled to purchase common stock at the lower conversion price causing economic dilution to the holders of common stock.

We have not paid and currently do not anticipate paying any cash dividends on our common stock

        We have not paid any cash dividends on our common stock since our inception and do not currently anticipate paying dividends on our common stock in the foreseeable future. Our payment of dividends is and will continue to be restricted by or subject to, among other limitations, applicable provisions of federal and state laws, our earnings, our status as a holding company, various business considerations and restrictions in credit agreements and indentures or other contracts.

Stock Market Risks

You will experience immediate and substantial dilution in net tangible book value per share of Class A common stock

        The initial public offering price will be substantially higher than the pro forma combined net tangible book value per share of the outstanding common stock. If you purchase shares of our common stock, you will incur immediate and substantial dilution in the amount of $10.28 per share, based on an assumed initial public offering price of $17.00 per share, which is the mid-point of the initial public offering price range set forth on the cover of this prospectus.

Our stock price may be volatile and decline substantially

        Prior to this offering, there has been no public market for our Class A common stock, and there can be no assurance that an active trading market for our Class A common stock will develop or continue upon completion of the offering. The initial public offering price will be determined by

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negotiations between us and the representatives of the underwriters and may not be indicative of the price at which our Class A common stock will trade after the offering.

        The stock market in general has experienced extreme price and volume fluctuations in recent years. These broad market fluctuations may adversely affect the market price of our Class A common stock, regardless of our actual operating performance. You may be unable to resell your shares at or above the public offering price because of a number of factors, including:

•

actual or anticipated quarterly fluctuations in our operating results;



•

changes in expectations of future financial performance or changes in estimates of securities analysts;



•

changes in the market valuations of other companies;



•

announcements relating to strategic relationships, acquisitions or industry consolidation; and



•

general economic, market and political conditions not related to our business.

Our results of operations fluctuate on a seasonal basis and may be unpredictable, which could increase the volatility of our stock price

        Our revenues are usually seasonal because of the way the major film distributors release films. Generally, the most marketable movies are released during the summer and the holiday season. Poor performance of these films, or a disruption in the release of films during these periods, could hurt our results for the entire fiscal year. An unexpected "hit" film during other periods can alter the traditional trend. The timing of movie releases can have a significant effect on our results of operations, and our results of operations for one quarter are not necessarily indicative of our results of operations for any other quarter. These variations in results could cause increased volatility in our stock price.

The substantial number of shares that will be eligible for sale in the near future could cause the market price for our Class A common stock to decline

        Prior to this offering, there has been no public market for our Class A common stock. We cannot predict the effect, if any, that market sales of shares of Class A common stock or the availability of shares of Class A common stock for sale will have on the market price of our common stock prevailing from time to time. Sales of substantial amounts of shares of our Class A common stock in the public market following this offering, or the perception that those sales will occur, could cause the market price of our Class A common stock to decline.

        The 18,000,000 shares of Class A common stock being sold in this offering will be freely tradeable unless acquired by one of our affiliates. Upon completion of this offering, we will have outstanding an additional 27,493,575 unregistered shares of Class A common stock and 84,590,337 shares of Class B common stock which may convert into Class A common stock on a one-for-one basis. All of such 112,083,912 shares of unregistered common stock will constitute "restricted securities" under the Securities Act of 1933. Provided the holders comply with the holding periods and other conditions prescribed in Rule 144 under the Securities Act, these unregistered shares of common stock cease to be restricted securities and become freely tradeable at various times from 180 days to one year after completion of this offering.

        Anschutz, Oaktree's Principal Activities Group, all of our other stockholders and our directors and executive officers have entered into the lock-up agreements described in "Underwriting," and with limited exceptions, have agreed not to sell or otherwise dispose of any shares of our common stock for a period of 180 days after the date of this prospectus. Anschutz, Oaktree's Principal Activities Group and other significant stockholders will be able to sell their shares pursuant to the registration rights that we have granted as described in "Description of Capital Stock—Registration Rights." We cannot

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predict whether substantial amounts of our Class A common stock will be sold in the open market in anticipation of, or following, any divestiture by Anschutz, Oaktree's Principal Activities Group or our directors or executive officers of their shares of our common stock.

        Additionally, approximately 8,832,147 shares of our Class A common stock will be issuable upon exercise of stock options that vest and become exercisable over the next five years. Of such options, as of April 17, 2002, 1,111,970 were fully vested. All of such shares subject to vested options, to the extent they are not held by one of our affiliates, will be freely tradable following effectiveness of the registration statement we plan to file promptly after completion of this offering.

The sale of a substantial number of shares may make it difficult for us to sell equity securities in the future

        Sales of substantial amounts of shares of our Class A common stock in the public market following this offering, or the perception that those sales will occur, might make it difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. If we are unable to sell equity securities at times and prices that we deem appropriate, our ability to fund growth could be adversely affected.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus contains some "forward-looking statements" based on our current expectations, assumptions, estimates and projections about our business and our industry. When used in this prospectus, the words "expect," "anticipate," "intend," "plan," "believe," "seek," "estimate" and similar expressions are generally intended to identify forward-looking statements. These forward-looking statements involve risks and uncertainties, some of which are beyond our control.

        For example, we could be adversely affected by:

•

reduced attendance at movies generally, a reduction in the number or diversity of popular movies released or an inability to successfully license and exhibit popular films;



•

competitive pressures from other motion picture exhibitors;



•

increased costs of operation, such as increased film licensing costs, rising cost of concessions or increases in hourly wages;



•

adverse determinations in lawsuits to which we are a party or legal or regulatory actions under laws that substantially affect our business, such as the Americans with Disabilities Act;



•

failure to successfully integrate our existing businesses or businesses that we acquire in the future;



•

inability to generate advertising revenue;



•

failure to successfully complete construction of our digital network;



•

failure to successfully market and profitably sell advertising and other services for which we are developing our digital network system;



•

reduced marketing of films by movie studios;



•

increased capital expenditures caused by a change in consumer preferences for our current megaplex format;



•

a change in the cost of attending movies relative to alternative forms of entertainment; or



•

reduced access to first run films as a result of competitors entering into a film licensing zone in which we are currently a sole exhibitor.

        If any of these events, or other events that we do not currently foresee, actually occur, our results of operations could differ materially from those anticipated in the forward-looking statements. Various factors more fully described under the heading "Risk Factors" and elsewhere in this prospectus could cause our results to differ from those forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. In addition, we have no general duty to publicly update forward-looking statements, even if new information becomes available or other events occur in the future.

        This prospectus contains information regarding market share, market position and industry data pertaining to our business based on data and reports compiled by industry professional organizations and analysts, and our knowledge of our revenues and markets. Although we believe these sources are reliable, we have not independently verified this market data. This market data includes projections that are based on a number of assumptions. If any one or more of those assumptions turns out to be incorrect, actual results may differ materially from the projections based on these assumptions.

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ABOUT REGAL ENTERTAINMENT GROUP

The Exchange Transaction

        On April 12, 2002, through a series of transactions, we issued Class B common stock to Anschutz in exchange for its controlling equity interests in Regal Cinemas, United Artists, Edwards Theatres and Regal CineMedia, we issued Class B common stock to Oaktree's Principal Activities Group in exchange for its contribution of capital stock of Regal Cinemas and Edwards Theatres and we issued Class A common stock to the other stockholders of Regal Cinemas, United Artists, Edwards Theatres and Regal CineMedia party to the Exchange Agreement in exchange for their capital stock of Regal Cinemas, United Artists, Edwards Theatres and Regal CineMedia, as follows:

•

Anschutz contributed its Regal Cinemas common stock for 45,579,192 shares of Class B common stock;



•

Anschutz contributed its common stock and Series A Convertible Preferred Stock of United Artists in exchange for 17,439,906 shares of Class B common stock;



•

Anschutz contributed its Edwards Theatres common stock for 6,668,091 shares of Class B common stock;



•

Anschutz contributed its Regal CineMedia common stock for 850,828 shares of Class B common stock;



•

Oaktree's Principal Activities Group exchanged its Regal Cinemas common stock for 12,265,357 shares of Class B common stock;



•

Oaktree's Principal Activities Group exchanged its Edwards Theatres common stock for 1,786,963 shares of Class B common stock;



•

The other stockholders of Regal Cinemas exchanged their Regal Cinemas common stock for 23,962,896 shares of Class A common stock;



•

The other stockholders of United Artists party to the Exchange Agreement exchanged their common stock and Series A Convertible Preferred Stock of United Artists for 1,260,292 shares of Class A common stock;



•

The other stockholders of Edwards Theatres exchanged their Edwards Theatres common stock for 2,223,528 shares of Class A common stock; and



•

The other stockholder of Regal CineMedia exchanged its Regal CineMedia common stock for 46,859 shares of Class A common stock.

        Upon the closing of the exchange the holders of outstanding options of United Artists and Regal Cinemas received replacement options to purchase 8,832,147 shares of Class A common stock at prices ranging from $4.44 to $12.87 per share. We also granted to the holders of United Artists Warrants in exchange for their contribution to Regal of outstanding warrants to purchase 3,750,000 shares of United Artists' common stock, warrants to purchase 3,928,185 shares of Class B common stock at $8.88 per share and warrants to purchase 296,129 shares of Class A common stock at $8.88 per share. We refer to the exchange as the "exchange transaction." The terms of the exchange transaction were set forth in an Exchange Agreement entered into on March 8, 2002 among Anschutz and several of the minority stockholders of United Artists, Edwards Theatres and Regal Cinemas.

        Following the exchange transaction, Anschutz transferred beneficial ownership of 1,455,183 shares of Class B common stock to Oaktree's Principal Activities Group. Consequently, upon completion of this offering, Anschutz will own 81.7% of our outstanding Class B common stock, representing 77.5% of the combined voting power of our outstanding common stock. Anschutz will have the ability to

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direct the election of members of our board of directors and to determine the outcome of other matters submitted to the vote of our stockholders.

        On March 5, 2002, Anschutz acquired a controlling equity interest in an insolvent digital video advertising company, Next Generation Network, Inc., for approximately $2.8 million in an out-of-court restructuring of Next Generation Network's indebtedness. Anschutz has funded approximately $7.2 million to Next Generation Network through bridge loans and other consideration. On April 12, 2002, Anschutz contributed all of its capital stock of Next Generation Network, representing approximately 95% of the outstanding capital stock of Next Generation Network, and the outstanding principal balances of such bridge loans and other consideration to Regal CineMedia in exchange for 100,000 shares of capital stock of Regal CineMedia.

Our Relationship with Anschutz and Oaktree

        Each of United Artists, Edwards Theatres and Regal Cinemas are major motion picture theatre circuits. Anschutz acquired the controlling equity interests in each of United Artists, Edwards Theatres and Regal Cinemas, Inc. in connection with their separate bankruptcy reorganization proceedings. United Artists emerged from its reorganization proceedings in March 2001, Edwards Theatres emerged from its reorganization proceedings in September 2001 and Regal Cinemas, Inc. emerged from its reorganization proceedings in January 2002.

        During the period from February 2000 to April 2000, in a series of arm's length transactions effected through brokers, Anschutz purchased for cash at varying prices from unaffiliated third party lenders $92.2 million in outstanding principal amount of United Artists' revolving and term indebtedness under its prepetition senior credit facilities. This indebtedness was converted into 100% of the preferred stock and approximately 20% of the common stock of United Artists in its reorganization proceedings. Anschutz also received a warrant to acquire an additional 3.75 million shares of common stock of United Artists. After United Artists emerged from its reorganization proceedings, and prior to contributing the United Artists equity to Regal Entertainment, Anschutz purchased from minority stockholders of United Artists for cash an additional 61.0% of United Artists common stock.

        During the period from August 2000 to January 2001, in a series of arm's-length transactions effected through brokers, Anschutz purchased for cash at varying prices from unaffiliated third party lenders $20.0 million in outstanding principal amount of Edwards Theatres' revolving and term indebtedness under its prepetition senior credit facilities. This indebtedness, along with a cash investment, was converted into $8.0 million of senior subordinated notes, approximately 63.1% of the preferred stock and approximately 40.8% of the common stock of Edwards Theatres in its reorganization proceedings.

        During the period from August 2000 to January 2001, in a series of arm's-length transactions effected through brokers, Oaktree's Principal Activities Group purchased for cash at varying prices from unaffiliated third party lenders $5.0 million in outstanding principal amount of indebtedness of Edwards Theatres' revolving and term indebtedness under its prepetition senior credit facilities. This indebtedness, along with a cash investment, was converted into $2.0 million of senior subordinated notes, approximately 15.8% of the preferred stock and approximately 10.2% of the common stock of Edwards Theatres in its reorganization proceedings. After Edwards Theatres emerged from bankruptcy, Anschutz and Oaktree's Principal Activities Group purchased for cash an additional 32.7% of the common stock of Edwards Theatres from members of the Edwards family.

        During the period from July 2000 to April 2001, in a series of arm's-length transactions effected through brokers, Anschutz purchased for cash at varying prices from unaffiliated third party lenders (i) $435.3 million in outstanding principal amount of Regal Cinemas, Inc.'s revolving and term indebtedness under its prepetition senior credit facilities and (ii) $572.7 million in outstanding principal amount of Regal Cinemas, Inc.'s 9¹/2% senior subordinated notes due 2008 and 8⁷/8% senior

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subordinated notes due 2010. The senior bank debt was converted into approximately 60.0% of the common stock of Regal Cinemas, Inc. and the subordinated notes were satisfied and retired by a cash payment equal to $129.5 million in Regal Cinemas, Inc.'s reorganization proceedings.

        During the period from July 2000 to January 2001, in a series of arm's-length transactions effected through brokers, Oaktree's Principal Activities Group purchased for cash at varying prices from unaffiliated third party lenders (i) $108.8 million in outstanding principal amount of Regal Cinemas, Inc.'s revolving and term indebtedness under its prepetition senior credit facilities and (ii) $131.4 million in outstanding principal amount of Regal Cinemas, Inc.'s 9¹/2% senior subordinated notes due 2008 and 8⁷/8% senior subordinated notes due 2010. The senior bank debt was converted into approximately 15.0% of the common stock of Regal Cinemas, Inc. and the subordinated notes were satisfied and retired by a cash payment equal to $29.7 million in Regal Cinemas, Inc.'s reorganization proceedings. Upon its emergence from reorganization proceedings, Regal Cinemas, Inc. became a wholly owned subsidiary of Regal Cinemas and Anschutz, Oaktree's Principal Activities Group and the other stockholders of Regal Cinemas, Inc. exchanged their common stock of Regal Cinemas, Inc. for common stock of Regal Cinemas.

        Anschutz is not subject to any contractual obligation to maintain its share ownership, except that Anschutz has agreed not to sell or otherwise dispose of any shares of our common stock for a period of 180 days after the date of this prospectus without the prior written consent of Credit Suisse First Boston Corporation or through limited disposition by gift or bequest.

USE OF PROCEEDS

        We estimate our net proceeds from the sale of 18,000,000 shares of Class A common stock in this offering will be approximately $284.0 million, based on an assumed initial public offering price of $17.00 per share, the midpoint of the offering price range set forth on the cover of this prospectus, and after deducting the underwriting discount and our estimated offering expenses. We will not receive any proceeds of the shares sold by the selling stockholders upon any exercise of the underwriters' over allotment option.

        Currently, we intend to use the net proceeds as follows:

•

$240.6 million to repay principal owed by United Artists under its term credit agreement; as of March 7, 2002, the interest rate on the principal owed under the term credit agreement was 5.85% per annum and the term credit agreement matures on February 2, 2005;



•

approximately $5.0 million for operating costs and capital expenditures of Regal CineMedia; and



•

the net balance of approximately $38.4 million for general corporate purposes, including future acquisitions and working capital.

        The foregoing represents our current intentions based upon our present plans and business condition. Our management will have broad discretion in the application of the net proceeds from this offering, and the occurrence of unforeseen events or changed business conditions could result in the application of the net proceeds from this offering in a manner other than as described in this prospectus.

DIVIDEND POLICY

        We do not intend to pay dividends on our common stock in the foreseeable future. Instead, we expect to retain our earnings to finance the expansion of our business and for general corporate purposes. In addition, our future dividend policy will depend on the requirements of financing agreements to which we may be a party and other factors considered relevant by our board of directors, including the General Corporation Law of the State of Delaware, which provides that dividends are only payable out of surplus or current net profits.

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CAPITALIZATION

        The following table shows our capitalization at December 27, 2001 on a pro forma combined basis and on a pro forma as adjusted basis. The pro forma combined presentation includes:

•

the acquisition by Anschutz of the controlling equity interests in Regal Cinemas, United Artists, Edwards Theatres and Regal CineMedia;



•

the contribution by Anschutz to Regal of those interests;



•

the exchange by several of the minority stockholders of Regal Cinemas, United Artists, Edwards Theatres and Regal CineMedia of their equity interests in those entities for equity interests of Regal;



•

the use of proceeds of the $150.0 million in principal amount of senior subordinated notes issued by Regal Cinemas on April 17, 2002; and



•

the completion of the bankruptcy reorganization of Regal Cinemas, Inc.

The pro forma as adjusted presentation includes the effects of this offering and the use of proceeds described herein.

(1)

The pro forma as adjusted column does not include:

•

8,832,147 shares issuable upon exercise of outstanding options at a weighted average exercise price of $7.96 per share;

•

3,928,185 of Class B common stock issuable upon exercise of outstanding warrants at a weighted average exercise price of $8.88 per share and 296,129 shares of Class A common stock issuable upon exercise of outstanding warrants at a weighted average exercise price of $8.88 per share; and

•

2,362,207 shares reserved for future issuance under our 2002 Stock Incentive Plan.

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(2)

As of April 19, 2002, Regal Cinemas had $100.0 million of available borrowings under its senior credit facilities.

(3)

Par value $0.001 per share, 500,000,000 shares authorized; 27,493,575 shares issued and outstanding (pro forma combined) and 45,493,575 shares issued and outstanding (pro forma as adjusted).

(4)

Par value $0.001 per share, 200,000,000 shares authorized; 84,590,337 shares issued and outstanding (pro forma combined); and 84,590,337 shares issued and outstanding (pro forma as adjusted).

(5)

Deferred stock-based compensation has been recorded based on the intrinsic value computed on $11.06 per share for the 8,832,147 shares subject to outstanding Regal stock options. These options were issued in replacement of existing options of Regal Cinemas and United Artists in conjunction with the exchange transaction at the exchange transaction value of $11.06 per share and based upon the cash purchase price of Edwards Theatres shares purchased from third parties in arms-length transactions at that time. Had the options been issued in conjunction with this offering, based on the midpoint of the range set forth on the cover of this prospectus of $17.00 per share, deferred compensation would have been approximately $79.8 million.

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DILUTION

        As of December 27, 2001, our pro forma combined net tangible book value would have been $590.7 million, or $5.27 per share of common stock. Pro forma combined net tangible book value per share is equal to our total net tangible book value, which is total tangible assets less total liabilities, divided by the number of shares of common stock outstanding on a pro forma basis after giving effect to the combination of Regal Cinemas, United Artists, Edwards Theatres and Regal CineMedia. Dilution in pro forma combined net tangible book value per share equals the difference between the amount per share paid by purchasers of shares of Class A common stock in this offering and the pro forma combined net tangible book value per share of common stock immediately following this offering.

        Without taking into account any other changes in our pro forma combined net tangible book value per share after December 27, 2001, other than to give effect to the sale of the 18,000,000 shares of Class A common stock offered by this prospectus at an assumed initial public offering price of $17.00 per share, which represents the midpoint of the offering price range, set forth on the cover of this prospectus, and after deducting the underwriting discount and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of December 27, 2001, would have been $874.7 million, or $6.72 per share. This represents an immediate increase in pro forma as adjusted net tangible book value to existing stockholders of $1.45 per share, and an immediate dilution to purchasers in this offering of $10.28 per share. The following table illustrates the per share dilution:

        The following table illustrates, on a pro forma basis, as of December 27, 2001, the difference between the number of shares of Class A common stock purchased from us, the total consideration paid and the average price per share paid (1) by existing common stockholders and (2) by the purchasers of Class A common stock in this offering at an assumed initial public offering price of $17.00 per share and before deducting the underwriting discount and estimated offering expenses payable by us.

        As of April 19, 2002, there were options outstanding to purchase a total of 8,832,147 shares of Class A common stock at a weighted average price of $7.96 per share. As of the same date, there were warrants to purchase a total of 3,928,185 shares of Class B common stock and 296,129 shares of Class A common stock at a weighted average exercise price of $8.88 per share. New investors will experience further dilution to the extent any of our outstanding options or warrants are exercised.

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REGAL ENTERTAINMENT GROUP
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

        Regal was created through a series of transactions during 2001 and 2002. Anschutz acquired controlling equity interests in United Artists and Edwards Theatres upon United Artists' emergence from bankruptcy reorganization on March 1, 2001 and Edwards Theatres' emergence from bankruptcy reorganization on September 29, 2001. Our historical combined fiscal 2001 financial statements reflect the results of United Artists and Edwards Theatres following these dates. Therefore, the historical results of operations for Regal include only the results of operations of United Artists from March 2, 2001, and Edwards Theatres from September 30, 2001. These contributions have been recorded in the combined financial statements of Regal at the combined cost basis of Anschutz.

        On January 29, 2002, Anschutz acquired a controlling equity interest in Regal Cinemas, Inc. Anschutz exchanged its controlling equity interest in Regal Cinemas, Inc. for a controlling equity interest in Regal Cinemas immediately after Regal Cinemas, Inc. and its subsidiaries emerged from bankruptcy reorganization. Since our financial statements will reflect the results of Regal Cinemas following the date Anschutz acquired a controlling interest, our 2001 historical results of operations do not include Regal Cinemas, Inc.

        We have provided unaudited pro forma combined results of operations for fiscal 2001 because (i) the results of Regal Cinemas, Inc. are significant, (ii) our historical results do not include a full year's results of United Artists and Edwards Theatres, and (iii) the effects of the reorganizations on our theatre operations are material. We believe this presentation of the unaudited pro forma combined results of operations for fiscal 2001 as set forth below is more useful in understanding our current operations than our historical 2001 financial statements.

        The unaudited pro forma combined statement of operations for fiscal 2001 assumes that each of the following had occurred at the beginning of each entity's fiscal years:

•

the acquisition by Anschutz of the controlling equity interests in Regal Cinemas, United Artists and Edwards Theatres;



•

the contribution by Anschutz to Regal of those interests;



•

the exchange by several of the minority stockholders of Regal Cinemas, United Artists and Edwards Theatres of their equity interests in those entities for equity interests of Regal;



•

the elimination of operating results for theatres rejected or closed in connection with the bankruptcy reorganizations of Regal Cinemas, Inc., United Artists and Edwards Theatres;



•

the elimination of direct costs and other items associated with these entities' respective bankruptcy reorganizations;



•

the use of proceeds of the $150.0 million in principal amount of senior subordinated notes issued by Regal Cinemas on April 17, 2002; and



•

the estimated effects of this offering and the use of proceeds described herein.

        The unaudited pro forma combined balance sheet assumes that each of the following had occurred on our fiscal year end:

•

the acquisition by Anschutz of the controlling equity interests in Regal Cinemas, United Artists and Edwards Theatres;



•

the contribution by Anschutz to Regal of those interests;



•

the exchange by several of the minority stockholders of Regal Cinemas, United Artists and Edwards Theatres of their equity interests in those entities for equity interests of Regal;

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•

the completion of the bankruptcy reorganization of Regal Cinemas, Inc.; and



•

the use of proceeds of the $150 million in principal amount of senior subordinated notes issued by Regal Cinemas on April 17, 2002.

        The unaudited pro forma as adjusted balance sheet assumes that each of the previous had occured on our fiscal year end, as well as assuming that the estimated effects of this offering and the use of proceeds described herein had occurred on our fiscal year end. The unaudited pro forma as adjusted balance sheet does not reflect the contribution by Anschutz to Regal CineMedia of its interest in the preferred stock of Next Generation Network and the contribution of the common stock of Regal CineMedia to us because these transactions were not material.

        The pro forma adjustments are based on available information and assumptions that management believes are reasonable. The notes to the unaudited pro forma combined statements of operations and balance sheet provide a detailed discussion of how such adjustments were derived and presented in the pro forma financial statements. The unaudited pro forma financial statements do not purport to represent what our results of operations or financial position would actually have been had the combination occurred on the date indicated, or to project our results of operations or financial position for any future period. The pro forma statements of operations do not reflect any synergies or other operating benefits which may be realized from the integration of the operations of the companies nor does it include any pro forma adjustments or reduction in rent or other occupancy costs resulting from certain lease amendments entered into in connection with the bankruptcy proceedings.

        The unaudited pro forma financial statements should be read in conjunction with selected historical financial data of our subsidiaries, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical financial statements of Regal Entertainment, Regal Cinemas, Inc., United Artists and Edwards Theatres and the notes thereto included elsewhere in this prospectus.

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REGAL ENTERTAINMENT GROUP

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 27, 2001

(See Accompanying Notes to Unaudited Pro Forma Combined Statement of Operations)

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REGAL ENTERTAINMENT GROUP

Notes to Unaudited Pro Forma Combined Statement of Operations

(1)

Represents the historical operating results for United Artists and Edwards Theatres from the date that Anschutz acquired control of the entities (for United Artists for the forty-four weeks ended January 3, 2002 and for Edwards Theatres for the three months ended December 27, 2001).

Commencing in 2002, Regal Entertainment will adopt the fiscal year end of Regal Cinemas, which is the last Thursday of each calendar year. Regal Cinemas' 2001 fiscal year ended on December 27, 2001. For the period from December 28, 2001 through January 3, 2002, United Artists recorded revenues of approximately $17.8 million and net income of approximately $2.5 million.

(2)

Represents the results of operations of Regal Cinemas, Inc. and its subsidiaries for the fiscal year ended December 27, 2001. Upon emergence from bankruptcy, Regal Cinemas, Inc. became a wholly owned subsidiary of Regal Cinemas.

(3)

Represents direct operating revenues and expenses for the year ended December 27, 2001 attributable to theatres rejected or closed as a result of Regal Cinemas, Inc.'s bankruptcy proceedings and elimination of reorganization and restucturing items.

(4)

Represents (i) adjustments to non-cash depreciation and amortization expense made to give effect of Regal Cinemas, Inc. emergence from bankruptcy and the acquisition of a controlling equity interest by Anschutz which results in the elimination of historical amortization of goodwill totalling $10.4 million, a reduction in depreciation and amortization expense for the write down in assets totalling $2.0 million and an increase for stock compensation amortization of $2.5 million relating to the deferred stock compensation resulting from the replacement stock options, and (ii) adjustments to Regal Cinemas interest expense and amortization of deferred financing fees resulting from the (a) extinguishment of the old Regal Cinemas, Inc. senior credit facilities, senior subordinated notes and debentures, and equipment financing note; (b) $270 million of borrowings by Regal Cinemas under its senior credit facility with an interest rate of 5.5%; and (c) $200 million of proceeds from the senior subordinated notes offering of Regal Cinemas in January 2002 with an interest rate of 9.375% as follows (in millions):

(5)

Represents the historical results of operations of Edwards Theatres for the nine months ended September 29, 2001, the date that Anschutz acquired a controlling equity interest in Edwards Theatres, as adjusted for the effects of the bankruptcy reorganization. These bankruptcy related adjustments include the elimination of the operating results of theatres rejected or closed through

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the bankruptcy proceedings, reorganization costs and interest expense. The effect of adjusting the historical results of operations are as follows (in millions):

(6)

Represents the historical results of operations of United Artists for the nine weeks ended March 1, 2001, the date that Anschutz acquired a controlling equity interest in United Artists, as adjusted for the effects of the bankruptcy reorganization, reorganization costs, interest expense and stock compensation. The effect of adjusting the historical results of operations are as follows (in millions):

(7)

Represents (i) the elimination of the interest expense on the Edwards Theatres' senior credit facility and senior subordinated notes and the related tax effects, for the year ended December 27, 2001, as they were repaid with proceeds from the $150.0 million principal amount senior subordinated notes issued by Regal Cinemas on April 17, 2002, (ii) the recognition of interest expense, and related tax effect, we would have incurred on the $150.0 million senior subordinated notes issued by Regal Cinemas on April 17, 2002 had the notes been outstanding for the year ended December 27, 2001, and (iii) the recognition of the minority interest on the redemption of Edwards Theatres' preferred stock held by non-Anschutz investors. The net effect on interest expense is as follows (in millions):

(8)

Represents the elimination of interest expense and the related tax effect on United Artists' senior credit facility for the year ended December 27, 2001, as the United Artists senior credit facility is to be repaid with proceeds from this offering.

(9)

Depreciation and amortization includes amortization of deferred stock-based compensation of approximately $5.5 million. Deferred stock-based compensation has been recorded based on the intrinsic value computed on $11.06 per share for the 8,832,147 shares subject to outstanding Regal stock options. These options were issued in replacement of existing options of United Artists and Regal Cinemas in conjunction with the exchange transaction at the exchange transaction value of $11.06 per share and based upon the cash purchase price of Edwards Theatres shares purchased

33

from third parties in arms-length transactions at that time. Had the options been issued in conjunction with this offering, based on the midpoint of the range set forth on the cover of this prospectus of $17.00 per share, depreciation and amortization resulting from the amortization of deferred compensation would have increased by approximately $10.5 million per year, before the effect of income taxes, over the five year vesting period.

(10)

Represents the adjustments to reflect a composite income tax rate of 38.9% on a combined pro forma basis.

(11)

Regal Entertainment historical weighted average number of shares represents the shares of Class A and Class B common stock issued in conjunction with the formation of Regal Entertainment and the dilutive effect of the outstanding stock options as if they had been outstanding for the entire year. Pro forma weighted average number of shares assumes the effect of the issuance of shares of this offering as if such shares had been outstanding for the entire year.

A reconciliation of the numerators and denominators of the basic and diluted per share computations for income before extraordinary item is as follows (in millions):

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REGAL ENTERTAINMENT GROUP

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

AS OF DECEMBER 27, 2001