**UNITED STATES SECURITIES AND EXCHANGE COMMISSION**

**Washington, DC 20549**

 

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**FORM 10-Q/A**

**(Amendment No. 1)**

 

**QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For the quarterly period ended September 30, 2010**

 

**Commission file number: 001-31315**

 

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**Regal Entertainment Group**

(Exact name of Registrant as Specified in Its Charter)

 

| **Delaware**                             | ** ** | **02-0556934**      |
|------------------------------------------|------------|---------------------|
| (State or Other Jurisdiction of          |       | (I.R.S. Employer    |
| Incorporation or Organization)           |       | Identification No.) |
|                                     |       |                |
| **7132 Regal Lane**                      |       |                |
| **Knoxville, TN**                        | ** ** | **37918**           |
| (Address of Principal Executive Offices) |       | (Zip Code)          |

 

Registrant’s Telephone Number, Including Area Code: **865-922-1123**

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

 

| Large accelerated filer x                |   | Accelerated filer o         |
|-----------------------------------------------|--------|----------------------------------|
|                                          |   |                             |
| Non-accelerated filer o                  |   | Smaller reporting company o |
| (Do not check if a smaller reporting company) |   |                             |

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes o No x

 

Class A Common Stock—130,572,036 shares outstanding at November 4, 2010

 

Class B Common Stock—23,708,639 shares outstanding at November 4, 2010

 

 

 

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**EXPLANATORY NOTE**

 

Regal Entertainment Group (“Regal”) is filing this Amendment No. 1 on Form 10-Q/A (the “Amendment”) to its Quarterly Report on Form 10-Q, originally filed with the Commission on November 9, 2010 (the “Original Filing”), solely for the purpose of refiling Exhibit 10.1.  Due to clerical error, an incorrect version of Exhibit 10.1 was previously filed.

 

Except as described above, no other changes have been made to the Original Filing, and this Amendment does not otherwise amend, update or change the financial statements or disclosures in the Original Filing.

 

**PART II****—****OTHER INFORMATION**

 

**Item 6. EXHIBITS**

 
| **Exhibit Number** | ** ** | **Description**                                                                                                                                         |
|--------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.1*              |       | Second Amendment to Exhibitor Services Agreement, dated as of October 1, 2010, by and between National CineMedia, LLC and Regal Cinemas, Inc. |
|               |       |                                                                                                                                                    |
| 31.1               |       | Rule 13a-14(a) Certification of Chief Executive Officer of Regal                                                                              |
|               |       |                                                                                                                                                    |
| 31.2               |       | Rule 13a-14(a) Certification of Chief Financial Officer of Regal                                                                              |

 

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*                               Portions of this Exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission.  Omitted portions have been filed separately with the Commission.

 

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**SIGNATURES**

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
|                       |   | **REGAL ENTERTAINMENT GROUP** |
|----------------------------|--------|-------------------------------|
|                       |   |                          |
|                       |   |                          |
| Date: January 3, 2011 |   | By:                           | /s/ Amy E. Miles |
|                       |   |                          | Amy E. Miles |
|                       |   |                          | *Chief Executive Officer (Principal Executive Officer)* |
|                       |   |                          |   |
|                       |   |                          |   |
| Date: January 3, 2011 |   | By:                           | /s/ David H. Ownby |
|                       |   |                          | David H. Ownby |
|                       |   |                          | *Executive Vice President, Chief* |
|                       |   |                          | *Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)* |

 

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**EXHIBIT INDEX**

 
| **Exhibit Number** | ** ** | **Description**                                                                                                                                         |
|--------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.1*              |       | Second Amendment to Exhibitor Services Agreement, dated as of October 1, 2010, by and between National CineMedia, LLC and Regal Cinemas, Inc. |
|               |       |                                                                                                                                                    |
| 31.1               |       | Rule 13a-14(a) Certification of Chief Executive Officer of Regal                                                                              |
|               |       |                                                                                                                                                    |
| 31.2               |       | Rule 13a-14(a) Certification of Chief Financial Officer of Regal                                                                              |

 

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*                               Portions of this Exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission.  Omitted portions have been filed separately with the Commission.

 

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