Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

 

 

Regal Entertainment Group

(Name of Issuer)

Class A Common Stock, par value $0.001 per share

(Title of Class of Securities)

758766109

(CUSIP Number)

February 28, 2018

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

 

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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CUSIP No. 758766109

 

1.		Names of Reporting Persons.     The Anschutz Corporation
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☒        (b)  ☐
3.		SEC Use Only
4.		Citizenship or Place of Organization     Delaware

Number of Shares   Beneficially   Owned by Each Reporting Person With				5.		Sole Voting Power     0
				6.		Shared Voting Power     0
				7.		Sole Dispositive Power     0
				8.		Shared Dispositive Power     0

9.		Aggregate Amount Beneficially Owned by Each Reporting Person     0
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     ☐
11.		Percent of Class Represented by Amount in Row (9)     0%
12.		Type of Reporting Person (See Instructions)     CO

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CUSIP No. 758766109

 

1.		Names of Reporting Persons.     Philip F. Anschutz
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☒        (b)  ☐
3.		SEC Use Only
4.		Citizenship or Place of Organization     United States of America

Number of Shares   Beneficially   Owned by Each Reporting Person With				5.		Sole Voting Power     0
				6.		Shared Voting Power     0
				7.		Sole Dispositive Power     0
				8.		Shared Dispositive Power     0

9.		Aggregate Amount Beneficially Owned by Each Reporting Person     0
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     ☐
11.		Percent of Class Represented by Amount in Row (9)     0%
12.		Type of Reporting Person (See Instructions)     IN

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CUSIP No. 758766109

 

Explanatory Note

This Amendment 6 to Schedule 13G (this Statement) is filed following the disposition of all of the securities of Regal Entertainment Group, a Delaware corporation (the Issuer), held by the Reporting Person (as defined in Item 2 below). On February 28, 2018, the Issuer consummated the transactions contemplated by that certain Agreement and Plan of Merger, dated as of December 5, 2017 (the Merger Agreement), by and among the Issuer, Cineworld Group plc, a public limited company incorporated in England and Wales (the Parent), Crown Intermediate Holdco, Inc., a Delaware corporation, and Crown Merger Sub, Inc., a Delaware corporation, whereby the Issuer became a wholly-owned, indirect subsidiary of the Parent (the Merger).

In connection with the Merger, 12,440,000 shares of Class A Common Stock of the Issuer and 23,708,639 shares of Class B Common Stock of the Issuer, which are convertible into a like number of shares of Class A Common Stock of the Issuer, held by the Reporting Person were cancelled and converted into the right to receive $23.00 per share in cash, without interest and subject to deduction for any required withholding tax.

Philip F. Anschutz is the sole shareholder of The Anschutz Corporation.

Item 1.

 

(a)

Name of Issuer

 

Regal Entertainment Group

 

(b)

Address of Issuers Principal Executive Offices

 

101 East Blount Avenue

Knoxville, Tennessee 37920

Item 2.

 

(a)

Name of Person Filing

 

This Statement is filed by The Anschutz Corporation (TAC) and Philip F. Anschutz (Anschutz and together with TAC, the Reporting Person). Anschutz is the sole shareholder of TAC.

 

(b)

Address of Principal Business Office or, if none, Residence

 

The address of the Reporting Person is as follows:

 

555 17th Street, Suite 2400

Denver, Colorado 80202

 

(c)

Citizenship

 

TAC is a Delaware corporation.

 

Anschutz is a citizen of the United States of America.

 

(d)

Title of Class of Securities

 

Class A Common Stock, par value $0.001 per share (Class A Common Stock).

 

Class B Common Stock, par value $0.001 per share (Class B Common Stock).

 

(e)

CUSIP Number

 

758766109

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CUSIP No. 758766109

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

		(a)		☐		Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
		(b)		☐		Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
		(c)		☐		Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
		(d)		☐		Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
		(e)		☐		An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
		(f)		☐		An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
		(g)		☐		A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
		(h)		☐		A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
		(i)		☐		A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
		(j)		☐		Group, in accordance with § 240.13d-1(b)(1)(ii)(J).   Not applicable.

 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:

 

TAC beneficially owns 0 shares of Class A Common Stock and Class B Common Stock.

 

Anschutz beneficially owns 0 shares of Class A Common Stock and Class B Common Stock.

 

(b)

Percent of class:

 

TAC: 0% for both Class A Common Stock and Class B Common Stock.

 

Anschutz: 0% for both Class A Common Stock and Class B Common Stock.

 

(c)

Number of shares as to which the person has:

 

TAC:

 

(i)

Sole power to vote or to direct the vote

 

0

 

(ii)

Shared power to vote or to direct the vote

 

0

 

(iii)

Sole power to dispose or to direct the disposition of

 

0

 

(iv)

Shared power to dispose or to direct the disposition of

0

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CUSIP No. 758766109

 

Anschutz:

 

(i)

Sole power to vote or to direct the vote

 

0

 

(ii)

Shared power to vote or to direct the vote

 

0

 

(iii)

Sole power to dispose or to direct the disposition of

 

0

 

(iv)

Shared power to dispose or to direct the disposition of

 

0

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☒

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

The identities of each member of the group are provided in Exhibit A to the original Schedule 13G.

 

Item 9.

Notice of Dissolution of Group

Not applicable.

 

Item 10.

Certification

Not applicable.

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CUSIP No. 758766109

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 28, 2018		THE ANSCHUTZ CORPORATION
		By:		Philip F. Anschutz
		Title:		Chairman
				By:		/s/ Robert M. Swysgood
				Name:		Robert M. Swysgood
				Title:		Attorney-in-Fact
Date: February 28, 2018		PHILIP F. ANSCHUTZ
		By:		/s/ Robert M. Swysgood
		Name:		Robert M. Swysgood
		Title:		Attorney-in-Fact

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CUSIP No. 758766109

 

EXHIBIT INDEX

 

Exhibit A*		Identification of Group Members
Exhibit B*		Joint Filing Agreement
Exhibit C*		Power of Attorney

 

*	Previously filed