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LETTER OF TRANSMITTAL
TO TENDER
UNREGISTERED 8 7/8% SENIOR SUBORDINATED DEBENTURES DUE 2010
OF
REGAL CINEMAS, INC.
PURSUANT TO THE EXCHANGE OFFER AND PROSPECTUS DATED JANUARY 15, 1999
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON FEBRUARY 17, 1999 (THE "EXPIRATION DATE"), UNLESS THE EXCHANGE OFFER IS
EXTENDED BY THE COMPANY.
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
IBJ WHITEHALL BANK & TRUST COMPANY
Deliver to:
IBJ Whitehall Bank & Trust Company, Exchange Agent
By Registered or Certified Mail: By Hand or Overnight Delivery:
IBJ Whitehall Bank & Trust Company IBJ Whitehall Bank & Trust Company
P.O. Box 84 One State Street
Bowling Green Station New York, New York 10004
New York, New York 10274-0084 Attn: Securities Processing Window,
Attn: Reorganization Dept. SC-1
By Facsimile (for Eligible Institutions):
(212) 858-2611
For Information or
Confirmation by Telephone:
(212) 858-2103
(Originals of all documents sent by facsimile should be sent promptly by
registered or certified mail,
by hand or by overnight delivery service.)
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OR TRANSMISSION OF
INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A
VALID DELIVERY.
IF YOU WISH TO EXCHANGE UNREGISTERED 8 7/8% SENIOR SUBORDINATED DEBENTURES
DUE 2010 FOR AN EQUAL AGGREGATE PRINCIPAL AMOUNT OF REGISTERED 8 7/8% SENIOR
SUBORDINATED DEBENTURES DUE 2010, PURSUANT TO THE EXCHANGE OFFER, YOU MUST
VALIDLY TENDER (AND NOT WITHDRAW) OLD DEBENTURES TO THE EXCHANGE AGENT PRIOR TO
THE EXPIRATION DATE.
SIGNATURES MUST BE PROVIDED.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY BEFORE COMPLETING
THIS LETTER OF TRANSMITTAL.
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DESCRIPTION OF TENDERED OLD DEBENTURES
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NAME(S) AND ADDRESS(ES) OF REGISTERED OWNER(S) AGGREGATE
AS IT APPEARS ON THE 8 7/8% SENIOR SUBORDINATED DEBENTURES CERTIFICATE PRINCIPAL AMOUNT
DUE 2010 NUMBER(S) OF OLD DEBENTURES
(PLEASE FILL IN, IF BLANK) OF OLD DEBENTURES TENDERED
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TOTAL PRINCIPAL
AMOUNT OF OLD
DEBENTURES TENDERED
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LADIES AND GENTLEMEN:
1. The undersigned hereby tenders to Regal Cinemas, Inc., a Tennessee
corporation (the "Company"), the 8 7/8% Senior Subordinated Debentures due 2010
(the "Old Debentures") described above pursuant to the Company's offer of $1,000
principal amount of 8 7/8% Senior Subordinated Debentures due 2010 (the
"Debentures") in exchange for each $1,000 principal amount of the Old
Debentures, upon the terms and subject to the conditions contained in the
Prospectus dated January 15, 1999 (the "Prospectus"), receipt of which is hereby
acknowledged, and in this Letter of Transmittal (which together constitute the
"Exchange Offer").
2. The undersigned hereby represents and warrants that it has full
authority to tender the Old Debentures described above. The undersigned will,
upon request, execute and deliver any additional documents deemed by the Company
to be necessary or desirable to complete the tender of Old Debentures.
3. The undersigned understands that the tender of the Old Debentures
pursuant to all of the procedures set forth in the Prospectus will constitute an
agreement between the undersigned and the Company as to the terms and conditions
set forth in the Prospectus.
4. Unless the box under the heading "Special Registration Instructions" is
checked, the undersigned hereby represents and warrants that:
(i) the Debentures acquired pursuant to the Exchange Offer are being
obtained in the ordinary course of business of the undersigned, whether or
not the undersigned is the holder;
(ii) neither the undersigned nor any such other person is engaging in
or intends to engage in a distribution of such Debentures;
(iii) neither the undersigned nor any such other person has an
arrangement or understanding with any person to participate in the
distribution of such Debentures; and
(iv) neither the holder nor any such other person is an "affiliate,"
as such term is defined under Rule 405 promulgated under the Securities Act
of 1933, as amended (the "Securities Act"), of the Company.
5. The undersigned may, if, and only if, unable to make all of the
representations and warranties contained in Item 4 above, elect to have its Old
Debentures registered in the shelf registration described in the Registration
Rights Agreement, dated as of December 16, 1998, between the Company and Morgan
Stanley & Co. Incorporated and Donaldson, Lufkin & Jenrette Securities
Corporation in the form filed as an exhibit to the Registration Statement (the
"Registration Rights Agreement") (all terms used in this Item 5 with their
initial letters capitalized, unless otherwise defined herein, shall have the
meanings given them in the Registration Rights Agreement). Such election may be
made by checking the box under "Special Registration Instructions" on page 5. By
making such election, the undersigned agrees, as a holder of Transfer Restricted
Securities participating in a shelf registration, to indemnify and hold harmless
the Company, its directors, officers who sign the Registration Statement and
each person, if any, who controls the Company, and any other selling holder
within the meaning of either Section 15 of the Securities Act or Section 20 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), from and
against any and all losses, claims, damages and liabilities whatsoever
(including, without limitation, any legal or other expenses reasonably incurred
in connection with defending or investigating any such action or claim), joint
or several, or any action in respect thereof, to which the Company, or any such
director, officer or controlling person may become subject, under the Securities
Act, the Exchange Act or otherwise, insofar as such loss, claim, damage or
liability arises out of, or is based upon (i) any untrue statement or alleged
untrue statement of a material fact contained in the Shelf Registration
Statement or the Prospectus or in any amendment thereof or supplement thereto or
(ii) the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
in each case to the extent, but only to the extent, that any such loss,
liability, claim, damage or expense arises out of or is based upon any untrue
statement or alleged untrue statement or omission or alleged omission made
therein in reliance upon and in
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conformity with information relating to the undersigned furnished to the Company
in writing by or on behalf of the undersigned expressly for use therein. Any
such indemnification shall be governed by the terms and subject to the
conditions set forth in the Registration Rights Agreement, including, without
limitation, the provisions regarding notice, retention of counsel, contribution
and payment of expenses set forth therein. The above summary of the
indemnification provision of the Registration Rights Agreement is not intended
to be exhaustive and is qualified in its entirety by reference to the
Registration Rights Agreement.
6. If the undersigned is not a broker-dealer, the undersigned represents
that it is not engaged in, and does not intend to engage in, a distribution of
Debentures. If the undersigned is a broker-dealer that will receive Debentures
for its own account in exchange for Old Debentures that were acquired as a
result of market-making activities or other trading activities, it acknowledges
that it will deliver a prospectus in connection with any resale of such
Debentures; however, by so acknowledging and delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. If the undersigned is a broker-dealer and Old
Debentures held for its own account were not acquired as a result of
market-making or other trading activities, such Old Debentures cannot be
exchanged pursuant to the Exchange Offer.
7. Any obligation of the undersigned hereunder shall be binding upon the
successors, assigns, executors, administrators, trustees in bankruptcy and legal
and personal representatives of the undersigned.
8. Unless otherwise indicated herein under "Special Delivery Instructions,"
the certificates for the Debentures will be issued in the name of the
undersigned.
SPECIAL DELIVERY INSTRUCTIONS
(See Instruction 1)
To be completed ONLY IF the Debentures are to be issued or sent to someone
other than the undersigned or to the undersigned at an address other than that
provided above.
Mail [ ] Issue [ ] (check appropriate boxes) certificates to:
Name:
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(PLEASE PRINT)
Address:
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(INCLUDING ZIP CODE)
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SPECIAL REGISTRATION INSTRUCTIONS
(See Item 5)
To be completed ONLY IF (i) the undersigned satisfies the conditions set
forth in Item 5 above, (ii) the undersigned elects to register its Old
Debentures in the shelf registration described in the Registration Rights
Agreement, and (iii) the undersigned agrees to indemnify certain entities and
individuals as set forth in the Registration Rights Agreement and summarized in
Item 5 above.
[ ] By checking this box the undersigned hereby (i) represents that it is
unable to make all of the representations and warranties set forth in Item 4
above, (ii) elects to have its Old Debentures registered pursuant to the shelf
registration described in the Registration Rights Agreement, and (iii) agrees to
indemnify certain entities and individuals identified in, and to the extent
provided in, the Registration Rights Agreement and summarized in Item 5 above.
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SPECIAL BROKER-DEALER INSTRUCTIONS
(See Item 6)
[ ] Check here if you are a broker-dealer and wish to receive 10 additional
copies of the Prospectus and 10 copies of any amendments or supplements thereto.
Name:
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(PLEASE PRINT)
Address:
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(INCLUDING ZIP CODE)
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SIGNATURE
To be completed by all exchanging debentureholders. Must be signed by
registered holder exactly as name appears on Old Debentures. If signature is by
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
please set forth full title. See Instruction 3.
X
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X
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SIGNATURE(S) OF REGISTERED HOLDER(S) OR AUTHORIZED SIGNATURE
Dated:
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Name(s):
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(PLEASE TYPE OR PRINT)
Capacity:
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Address:
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(INCLUDING ZIP CODE)
Area Code and Telephone No.:
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SIGNATURE GUARANTEE (IF REQUIRED BY INSTRUCTION 1)
Certain Signatures Must be Guaranteed by an Eligible Institution
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(NAME OF ELIGIBLE INSTITUTION GUARANTEEING SIGNATURES)
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(ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NUMBER (INCLUDING AREA CODE) OF
FIRM)
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(AUTHORIZED SIGNATURE)
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(PRINTED NAME)
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(TITLE)
Dated:
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PLEASE READ THE INSTRUCTIONS BELOW,
WHICH FORM A PART OF THIS LETTER OF TRANSMITTAL.
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INSTRUCTIONS
1. GUARANTEE OF SIGNATURES. Signatures on this Letter of Transmittal must
be guaranteed by an eligible guarantor institution that is a member of or
participant in the Securities Transfer Agents Medallion Program, the New York
Stock Exchange Medallion Signature Program or by an "eligible guarantor
institution" within the meaning of Rule 17Ad-15 promulgated under the Exchange
Act (an "Eligible Institution") unless the box entitled "Special Registration
Instructions" or "Special Delivery Instructions" above has not been completed or
the Old Debentures described above are tendered for the account of an Eligible
Institution.
2. DELIVERY OF LETTER OF TRANSMITTAL AND OLD DEBENTURES. The Old
Debentures, together with a properly completed and duly executed Letter of
Transmittal (or copy thereof), should be mailed or delivered to the Exchange
Agent at the address set forth above.
THE METHOD OF DELIVERY OF OLD DEBENTURES AND THE LETTER OF TRANSMITTAL AND
ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK
OF THE HOLDER. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS USE
AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE. NO
LETTER OF TRANSMITTAL OR OLD DEBENTURES SHOULD BE SENT TO THE COMPANY. HOLDERS
MAY REQUEST THEIR RESPECTIVE BROKERS, DEALERS, COMMERCIAL BANKS, TRUST
COMPANIES, OR NOMINEES TO EFFECT THE ABOVE TRANSACTIONS FOR SUCH HOLDERS.
3. SIGNATURE ON LETTER OF TRANSMITTAL, BOND POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by a person other than a registered holder
of any Old Debentures, such Old Debentures must be endorsed or accompanied by
appropriate bond powers, signed by such registered holder exactly as such
registered holder's name appears on such Old Debentures.
If this Letter of Transmittal or any Old Debentures or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations, or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and, unless waived by
the Company, proper evidence satisfactory to the Company of their authority to
so act must be submitted with this Letter of Transmittal.
4. MISCELLANEOUS. All questions as to the validity, form, eligibility
(including time of receipt), acceptance, and withdrawal of tendered Old
Debentures will be determined by the Company in its sole discretion, which
determination will be final and binding on all parties. The Company reserves the
absolute right to reject any or all Old Debentures not properly tendered or any
Old Debentures the Company's acceptance of which would, in the opinion of
counsel for the Company, be unlawful. The Company also reserves the right to
waive any defects, irregularities, or conditions of tender as to particular Old
Debentures. The Company's interpretation of the terms and conditions of the
Exchange Offer (including the instructions in this Letter of Transmittal) will
be final and binding. Unless waived, any defects or irregularities in connection
with tenders of Old Debentures must be cured within such time as the Company
shall determine. Neither the Company, the Exchange Agent, nor any other person
shall be under any duty to give notification of defects in such tenders or shall
incur any liability for failure to give such notification. Tenders of Old
Debentures will not be deemed to have been made until such defects or
irregularities have been cured or waived. Any Old Debentures received by the
Exchange Agent that are not properly tendered and as to which the defects or
irregularities have not been cured or waived will be returned by the Exchange
Agent to the tendering holder thereof as soon as practicable following the
Expiration Date.