SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d
(Amendment No.1)*
Regal Entertainment Group
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
758766109
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(CUSIP Number)
December 31, 2005
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(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)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on 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).
(Continued on the Following Pages)
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Amaranth LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
5,327,293
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
5,327,293
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See 6 and 8 above.
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.9%
12. TYPE OF REPORTING PERSON*
CO
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Amaranth Advisors L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
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
5,327,293
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
5,327,293
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See 6 and 8 above.
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.9%
12. TYPE OF REPORTING PERSON*
IA
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Nicholas M. Maounis
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
5,327,293
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
5,327,293
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See 6 and 8 above.
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.9%
12. TYPE OF REPORTING PERSON*
IN, HC
This statement is filed with respect to the shares of common stock, having $.001
par value (the "Common Stock"), of Regal Entertainment Group (the "Issuer")
beneficially owned by Amaranth LLC, a Cayman Islands exempted company, Amaranth
Advisors L.L.C. and Nicholas M. Maounis (collectively, the "Reporting Persons")
as of February 15, 2006 and amends and supplements the Schedule 13G filed March
21, 2005 (the "Schedule 13G"). Except as set forth herein, the Schedule 13G is
unmodified.
Item 4. Ownership. See footnote (*)
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:
The Reporting Persons beneficially own 5,327,293 shares of the
issuer's Common Stock, such amount comprising (i) 31,400 shares of
Common Stock, and (ii) $80,443,000 aggregate principal amount of the
Issuer's 3 3/4% Convertible Senior Notes due May 15, 2008, which are
convertible into 5,295,893 shares of Common Stock.
(b) Percent of class:
7.9%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote
0
(ii) Shared power to vote or to direct the vote
See Item 4(a).
(iii) Sole power to dispose or to direct the disposition of
0
(iv) Shared power to dispose or to direct the disposition of
See Item 4(a).
* The Indenture dated as of May 28, 2003 between Regal Entertainment Group
(the "Company") and U.S. Bank National Association, as Trustee (the
"Indenture"), for the 3 3/4% Convertible Senior Notes due May 15, 2008 (the
"Notes") of Regal Entertainment Group (the "Company") provides for the Notes to
be converted into Class A common stock of the Company at a conversion price
determined pursuant to its terms. Section 10.4(e) of the Indenture sets forth
the calculation to be used for adjusting the conversion price in the event of a
distribution in excess of the Maximum Allowed Amount, as defined in the
Indenture (any such distribution, an "Excess Dividend"). In relevant part,
Section 10.4(e) provides as follows:
the Conversion Price shall be reduced so that the same shall equal the
price determined by multiplying such Conversion Price in effect immediately
prior so such date of determination by a fraction of which (x) the
numerator shall be the average of the Volume Weighted Average Prices for
the three Trading Days ending on the date immediately preceding the
Ex-Dividend Date for such dividend or distribution less the difference
between (a) the sum of such dividends or distributions during such 12
months preceding the date of payment applicable to one share of Class A
Common Stock (determined on the basis of the number of shares of Class A
Common Stock outstanding on the determination date) and (b) the Maximum
Allowed Amount and (y) the denominator shall be such average of the Volume
Weighted Average Prices for the three Trading Days ending on the date
immediately preceding the dividend date for such divided [sic] or
distribution. (emphasis added).
As detailed in the governing contractual language set forth above, the
Volume Weighted Average Price to be used in the numerator of the equation is for
the three Trading Days immediately preceding the Ex-Dividend Date ("VWAP
Ex-Dividend"). In contrast, the Volume Weighted Average Price to be used in the
denominator of the equation is for the three Trading Days immediately preceding
the dividend date ("VWAP Dividend").
Based on the adjusted conversion price reported in the Company's Current
Reports on Form 8-K and, in particular, those Current Reports filed with the
Commission on June 22, 2004, September 16, 2004, December 16, 2004, March 15,
2005, June 17, 2005, September 21, 2005 and December 19, 2005 the Reporting
Person believes that the conversion price adjustments made by the Company in
connection with the Excess Dividends paid on June 15, 2004, September 15, 2004,
December 15, 2004, March 15, 2005, June 16, 2005, September 16, 2005 and
December 16, 2005 have incorrectly used the VWAP Ex-Dividend in the denominator
of the equation in place of the contractually specified VWAP Dividend.
If the conversion price adjustments made by the Company in connection with
the Excess Dividends had been made according to the governing contractual
language in the Indenture, then the conversion rate determined by application of
the formula in Section 10.4(e) would be 66.7393 (based on Bloomberg VWAP data)
and the Conversion Price would be $14.98367. If the adjustment had been made in
such manner, the Reporting Persons' responses to this Item 4 of this Schedule
13G, would be as follows:
(a) Amount beneficially owned:
The Reporting Persons beneficially own 5,400,110 shares of the
Issuer's Common Stock, such amount comprising (i) 31,400 shares of
Common Stock, and (ii) $80,443,000 aggregate principal amount of the
Issuer's 3 3/4% Convertible Senior Notes due May 15, 2008, which are
convertible into an aggregate of 5,368,710 shares of Common Stock.
(b) Percent of class:
8.0%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote
0
(ii) Shared power to vote or to direct the vote
See Item 4(a).
(iii) Sole power to dispose or to direct the disposition of
0
(iv) Shared power to dispose or to direct the disposition of
See Item 4(a).
Item 10. Certification.
By signing below the undersigned certifies that, to the best of its
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or
effect.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each
of the undersigned certifies that the information with respect to it set forth
in this statement is true, complete, and correct.
Dated: February 15, 2006
AMARANTH LLC,
by Amaranth Advisors L.L.C., its Trading Advisor
By: /s/ Nicholas M. Maounis
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Nicholas M. Maounis,
Managing Member
AMARANTH ADVISORS L.L.C.
By: /s/ Nicholas M. Maounis
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Nicholas M. Maounis,
Managing Member
NICHOLAS M. MAOUNIS
/s/ Nicholas M. Maounis
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Nicholas M. Maounis,