SEC Info℠

Home

Search

My Interests

Help

Sign In

Please Sign In

Regal Cinemas Corp, et al. – ‘S-3ASR’ on 5/5/10

On:  Wednesday, 5/5/10, at 5:29pm ET   ·   Effective:  5/5/10   ·   Accession #:  1047469-10-4832   ·   File #s:  333-166554, -01, -02, -03, -04, -05, -06, -07, -08, -09, -10, -11, -12, -13, -14, -15, -16, -17, -18, -19, -20, -21, -22, -23, -24

Previous ‘S-3ASR’:  None   ·   Next & Latest:  ‘S-3ASR’ on 6/27/12

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

 Text Wildcards:  ? (any letter/digit),  * (many).  Search Logic:  for Documents:  & (and),  | (or);  for Text:  | (anywhere),  "(&)" (near).  Details... 

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/05/10  Regal Cinemas Corp                S-3ASR      5/05/10   11:1.1M                                   Merrill Corp/New/FA
          Regal Cinemas Inc
          United Artists Theatre Co
          Regal Entertainment Group
          RC Cobb Inc
          Regal Investment Co
          A 3 Theatres of Texas Inc
          A 3 Theatres of San Antonio Ltd
          Eastgate Theatre Inc
          Regal Cinemas Holding Inc
          Edwards Theatres Inc
          Regal CineMedia Corp
          United Artists Realty Co
          United Artists Properties I Corp
          UA Swansea, LLC
          Richmond I Cinema, L.L.C.
          Regal Gallery Place, LLC
          Rci/RMS, LLC
          Rci/FSSC, LLC
          Interstate Theatres Corp
          Hoyts Cinemas Corp
          Frederick Plaza Cinema, Inc.
          Consolidated Theatres Management, L.L.C.
          R.C. Cobb II, LLC
          Regal Cinemas II, LLC

Document/Exhibit                   Description                      Pages   Size 

 1: S-3ASR      Automatic Shelf Registration Statement for          HTML    590K 
                          Securities of a Well-Known Seasoned                    
                          Issuer                                                 
 2: EX-1.1      Underwriting Agreement                              HTML    132K 
 3: EX-4.2      Instrument Defining the Rights of Security Holders  HTML     75K 
 4: EX-5.1      Opinion re: Legality                                HTML     33K 
 5: EX-5.2      Opinion re: Legality                                HTML     28K 
 6: EX-5.3      Opinion re: Legality                                HTML     25K 
 7: EX-5.4      Opinion re: Legality                                HTML     26K 
 8: EX-5.5      Opinion re: Legality                                HTML     22K 
 9: EX-12.1     Statement re: Computation of Ratios                 HTML     25K 
10: EX-23.1     Consent of Experts or Counsel                       HTML     17K 
11: EX-23.2     Consent of Experts or Counsel                       HTML     16K 

Use these links to rapidly review the document
TABLE OF CONTENTS

Table of Contents

As filed with the Securities and Exchange Commission on May 5, 2010

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Regal Entertainment Group
Regal Cinemas Corporation
(Exact name of registrant as specified in its charter)

(See table of additional registrant guarantors on the following page)

with copies to:

          Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

          If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

          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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ý

          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please 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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ý

          If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. 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)

CALCULATION OF REGISTRATION FEE

(1)

An indeterminate amount of securities to be offered at indeterminate prices is being registered pursuant to this registration statement. The registrant is deferring payment of the registration fee pursuant to Rule 456(b) and is omitting this information in reliance on Rule 456(b) and Rule 457(r).

(2)

Regal Entertainment Group and each of the entities listed as additional registrant guarantors on the following page has agreed to jointly, severally and unconditionally guarantee the 8.625% Senior Notes due 2019 on a senior unsecured basis. Pursuant to Rule 457(n), no separate fee is payable for these guarantees.

Table of Contents

TABLE OF ADDITIONAL REGISTRANT GUARANTORS

Table of Contents

The information in this preliminary prospectus is not complete and may be changed. This preliminary prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MAY 5, 2010

PRELIMINARY PROSPECTUS

$250,000,000

Regal Cinemas Corporation

8.625% Senior Notes due 2019

Fully and Unconditionally Guaranteed by Regal Entertainment Group

         Regal Cinemas is offering $250,000,000 principal amount of Regal Cinemas' 8.625% Senior Notes due 2019. Regal Cinemas will pay interest on the notes at a rate of 8.625% per year, in arrears, on July 15 and January 15 of each year, beginning July 15, 2010. The notes will mature on July 15, 2019.

         Regal Cinemas may redeem some or all of the notes at any time prior to July 15, 2014 at a price equal to 100% of the principal amount of the notes redeemed, plus accrued and unpaid interest to the redemption date and a "make-whole" premium, as described in this prospectus. Regal Cinemas may redeem some or all of the notes at any time on or after July 15, 2014 at the redemption prices set forth in this prospectus. In addition, prior to July 15, 2012, Regal Cinemas may redeem up to 35% of the original aggregate principal amount of the notes of this series using the net proceeds from certain equity offerings at the redemption price set forth in this prospectus. If Regal Cinemas experiences certain change of control events, Regal Cinemas will be required to make an offer to purchase the notes at a purchase price of 101% of the principal amount, plus accrued and unpaid interest, if any, to the date of purchase. There is no sinking fund for the notes.

         The notes will be Regal Cinemas' general, unsecured senior obligations. They will rank senior in right of payment to all of Regal Cinemas' existing and future subordinated indebtedness and will be equal in right of payment with all of Regal Cinemas' existing and future senior indebtedness, without giving effect to collateral arrangements. Regal Cinemas' obligations under the notes will be fully and unconditionally guaranteed by Regal Cinemas' indirect parent, Regal Entertainment Group, and by all of Regal Cinemas' existing and future subsidiaries that guarantee Regal Cinemas' other indebtedness (collectively, the "guarantors"). The notes and the guarantees, respectively, will be effectively subordinated to Regal Cinemas' existing and future secured indebtedness and that of the guarantors to the extent of the value of the assets securing that indebtedness.

         The notes offered hereby are additional notes that will be issued under the same indenture as part of the same series as our existing $400,000,000 aggregate principal amount of 8.625% Senior Notes due 2019. The notes offered hereby will be pari passu with, and vote on any matter submitted to noteholders with, the existing 8.625% Senior Notes due 2019.

         The notes will not be listed on any securities exchange. Currently, there is no public market for the notes.

         Investing in the notes involves risks. See "Risk Factors" beginning on page 13.

         Delivery of the notes in book-entry form is expected to be made on or about May 17, 2010.

         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.

Joint Book-Running Managers

The date of this prospectus is May     , 2010.

Table of Contents

TABLE OF CONTENTS

        You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information. We are not, and the underwriters are not, making an offer of the notes in any jurisdiction where the offer is not permitted. This prospectus may only be used where it is legal to sell the notes. You should not assume that the information contained or incorporated by reference in this prospectus is accurate as of any date other than the date on the front of this prospectus.

MARKET INFORMATION

        Information regarding market share, market position and industry data pertaining to our business contained in or incorporated by reference into 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.

NON-GAAP FINANCIAL MEASURES

        We note that the Securities Exchange Commission, or the SEC, has adopted certain guidelines regarding the use of financial measures that are not prepared in accordance with U.S. generally accepted accounting principles, or GAAP. We include and incorporate by reference in this prospectus certain non-GAAP financial measures, such as EBITDA and Adjusted EBITDA. See Note 3 to "Summary—Summary Financial Data."

i

Table of Contents

FORWARD-LOOKING STATEMENTS

        This prospectus and the documents incorporated by reference herein include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we are including this statement for purposes of invoking these safe harbor provisions. All statements other than statements of historical facts included, or incorporated by reference, in this prospectus, including, without limitation, certain statements regarding our financial position, future plans, strategies and expectations on revenue growth, expansion opportunities, strategic acquisitions, operating costs and expenses, and industry trends, may constitute forward-looking statements. In some cases you can identify these forward-looking statements by words like "may," "will," "should," "expects," "plans," "anticipates," "intends," "foresees," "believes," "estimates," "predicts," "potential" or "continue" or the negative of those words and other comparable words. These forward-looking statements involve risks and uncertainties. Our actual results could differ materially from those indicated in these statements as a result of certain risk factors as more fully discussed in the section entitled "Risk Factors" below.

        Specific factors that might cause actual results to differ from our expectations and that may affect our ability to pay timely amounts due under the notes or that may affect the value of the notes include, but are not limited to:

•

our substantial debt and lease obligations and the availability and adequacy of cash flow to meet our lease obligations and debt service requirements, including payments of amounts due under the notes and Regal Cinemas' senior credit facility;



•

competitive pressures from other motion picture exhibitors;



•

our dependence upon motion picture production, distribution, supply, licensing and performance and our relationships with film distributors;



•

increased capital expenditures due to the development of digital technology and changes in consumer preferences for our current megaplex format;



•

reduced attendance and ticket prices at movies generally, whether due to a prolonged economic downturn, a reduction in popular movies, a reduction of marketing of films by movie studios or an increase in the use or popularity of alternative film delivery methods;



•

failure to identify suitable acquisition candidates and successfully integrate the businesses that we acquire in the future, or competition acquiring such candidates;



•

dependence on senior management;



•

control by Anschutz Company;



•

performance of our investment in National CineMedia, LLC;



•

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



•

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



•

national, regional and local economic conditions that may affect the markets in which we operate;



•

changes in our credit rating may impact the market price or liquidity of the notes, an active trading market for the notes may not develop;

ii

Table of Contents

•

in a case of a change of control, we may not have the funds required to repurchase the notes as required by the indenture;



•

the notes are effectively subordinated to the existing and future liabilities of our non-guarantor subsidiaries, and your right to receive payments on the notes could be adversely affected if any of our non-guarantor subsidiaries declare bankruptcy, liquidate or reorganize;



•

only subsidiaries that guarantee our other indebtedness guarantee the notes, and in certain circumstances, their guarantees are subject to automatic release; and



•

other factors discussed under the section entitled "Risk Factors" or elsewhere in this prospectus, including in the filings with the SEC that are incorporated by reference in this prospectus.

        We do not guarantee future results and undertake no obligation to update the forward-looking statements to reflect events or circumstances occurring after the date of this prospectus, unless we have obligations under the federal securities laws to update and disclose material developments to previously disclosed information.

iii

Table of Contents

SUMMARY

        This summary contains basic information about this offering. This summary is not complete and does not contain all the information you should consider before investing in the notes. You should read this summary in conjunction with, and the summary is qualified in its entirety by, the more detailed information contained elsewhere, or incorporated by reference, in this prospectus, including the information under "Risk Factors" and the financial statements and related notes. Except as otherwise noted or unless the context otherwise requires, references in this prospectus to "we," "our," "us," or "REG" refer to Regal Entertainment Group and its consolidated subsidiaries, including Regal Cinemas Corporation. Except as otherwise noted or unless the context otherwise requires, references in this prospectus to "Regal Cinemas" refer to Regal Cinemas Corporation. References in this prospectus to subsidiaries of the guarantors do not include Regal Cinemas as the issuer of the notes.

Regal Cinemas Corporation

        Regal Cinemas is an intermediate holding company and is the wholly owned subsidiary of Regal Entertainment Holdings, Inc., or REH, which is the wholly owned subsidiary of REG. Regal Cinemas' wholly owned direct and indirect subsidiaries, which include Regal Cinemas, Inc., Edwards Theatres, Inc., Hoyts Cinemas Corporation, and United Artists Theatre Company, hold substantially all of REG's theatre assets. Only one theatre containing 14 screens is held outside of Regal Cinemas and its consolidated subsidiaries.

Regal Entertainment Group

        We operate the largest and most geographically diverse theatre circuit in the United States, consisting of 6,739 screens in 545 theatres in 38 states and the District of Columbia as of April 1, 2010, with over 244 million annual attendees for the fifty-two week fiscal year ended December 31, 2009. Our geographically diverse circuit includes theatres in 43 of the top 50 United States designated market areas.

        We operate multi-screen theatres and, as of December 31, 2009, had an average of 12.4 screens per location, which is well above the North American motion picture exhibition industry 2009 average of 6.6 screens per location. We develop, acquire and operate multi-screen theatres primarily in mid-sized metropolitan markets and suburban growth areas of larger metropolitan markets throughout the United States. For the fiscal year ended December 31, 2009, we reported total revenues and Adjusted EBITDA (as defined in Note 3 to "—Summary Financial Data") of $2,893.9 million and $559.8 million, respectively. In addition, we generated $410.8 million of cash flows from operating activities during the fiscal year ended December 31, 2009. For the fiscal quarter ended April 1, 2010, we reported total revenues and Adjusted EBITDA of $719.8 million and $135.1 million, respectively. In addition, we generated $77.9 million of cash flows from operating activities during the fiscal quarter ended April 1, 2010.

        We also have an investment in National CineMedia, LLC, or National CineMedia, which primarily concentrates its efforts on in-theatre advertising and creating complementary business lines that leverage the operating personnel, asset and customer bases of its theatrical exhibition partners, which includes us, AMC Entertainment, Inc. and Cinemark, Inc. National CineMedia operates the largest digital in-theatre network in North America and utilizes its in-theatre digital content network to distribute pre-feature advertising, cinema and lobby advertising and entertainment programming content.

1

Table of Contents

Competitive Strengths

        We believe that the following competitive strengths position us to capitalize on future opportunities:

        Industry Leader.    We are the largest domestic motion picture exhibitor operating 6,739 screens in 545 theatres in 38 states and the District of Columbia, as of April 1, 2010. We believe that the quality and size of our theatre circuit is a significant competitive advantage for negotiating attractive national contracts and generating economies of scale. We believe that our market leadership allows us to capitalize on favorable attendance trends and attractive consolidation opportunities.

        Superior Management Drives Strong Operating Margins.    Our operating philosophy focuses on efficient operations and strict cost controls at both the corporate and theatre levels. At the corporate level, we are able to capitalize on our size and operational expertise to achieve economies of scale in purchasing and marketing functions. We also have developed an efficient purchasing and distribution supply chain that generates favorable concession margins. At the theatre level, management devotes significant attention to cost controls through the use of detailed management reports and performance-based compensation programs to encourage theatre managers to control costs effectively and increase concession sales.

        Acquisition and Integration Expertise.    We have significant experience identifying, completing and integrating acquisitions of theatre circuits. Since our 2002 initial public offering, we have demonstrated our ability to enhance revenues and realize operating efficiencies through the successful acquisition and integration of seven theatre circuits, consisting of 149 theatres and 1,702 screens, including the acquisition of Consolidated Theatre Holdings, G.P., or Consolidated Theatres, in fiscal 2008. 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.

        Quality Theatre Portfolio.    We believe that we operate one of the most modern theatre circuits among major motion picture exhibitors. As of April 1, 2010, approximately 81% of our screens were located in theatres featuring stadium seating and approximately 85% of our screens were located in theatres with 10 or more screens. Our theatres have an average of 12.4 screens per location, which is well above the North American motion picture exhibition industry 2009 average of 6.6 screens per location. We believe that our modern theatre portfolio coupled with our operating margins should allow us to generate significant cash flows from operations. We believe that our theatre circuit will be further enhanced with the installation of digital projection systems in our theatres.

        Investment in National CineMedia.    National CineMedia operates the largest digital in-theatre network in North America representing approximately 16,800 screens (of which 15,400 are part of National CineMedia's digital content network) as of December 31, 2009 and reaching approximately 667 million movie guests during 2009. National CineMedia utilizes its in-theatre digital content network to distribute pre-feature advertising, cinema and lobby advertising and entertainment programming content. We owned, as of April 1, 2010, on a fully diluted basis, a 24.8% interest in National CineMedia.

Business Strategy

        Our business strategy is to continue to focus on enhancing our position in the motion picture exhibition industry by capitalizing on industry consolidation opportunities, realizing selective growth opportunities through new theatre construction and expanding and upgrading our existing asset base with new technologies. Key elements of our strategy include:

        Expanding Leading Market Position.    We are the largest domestic motion picture exhibitor operating 6,739 screens in 545 theatres in 38 states and the District of Columbia as of April 1, 2010.

2

Table of Contents

We will continue to seek to maintain and expand our market leadership position through attractive consolidation opportunities and by leveraging the quality and size of our theatre circuit.

        Pursuing Strategic Acquisitions.    We believe that our acquisition experience and capital structure position us well to take advantage of future acquisition opportunities. We intend to selectively pursue accretive theatre acquisitions that enhance our asset base and improve our consolidated operating results.

        Pursuing Selective Growth Opportunities.    We intend to selectively pursue expansion opportunities through new theatre construction that meets our strategic and financial return criteria. We also intend to enhance our theatre operations by selectively expanding and upgrading existing properties in prime locations. In addition, we expect to continue to create new strategic marketing and loyalty programs aimed at increasing attendance and enhance our food and beverage offerings.

        Pursuing Premium Experience Opportunities.    We continue to embrace new technologies to enhance the movie-going experience and broaden our content offerings. Specifically, we expect that the installation of digital projection systems, when combined with 3D technology or IMAX® theatre systems, will allow us to offer our patrons premium 3D and large format movie experiences, which we believe will generate incremental revenue for us. In addition, we believe digital projections systems will allow us to broaden our offerings by permitting producers of specialty content cost-efficient access to our screens. As of April 1, 2010, we operated 543 digital screens outfitted with digital projection systems, 527 of which are 3D capable.

New Senior Credit Facility

        Substantially concurrent with the completion of this offering of the notes, we will amend and restate our existing senior credit facility. The new sixth amended and restated senior credit facility, which we refer to as the new senior credit facility, is expected to consist of a $1,250.0 million term loan facility and a $85.0 million revolving credit facility. The new senior credit facility will permit Regal Cinemas to borrow additional term and revolving loans thereunder, subject to lenders providing additional commitments of up to $200.0 million and satisfaction of other conditions. We intend to use the net proceeds from this offering, together with the borrowings under the term loan from the new senior credit facility on the closing date of the new senior credit facility, (i) to repay all of the approximately $1,262.1 million of outstanding indebtedness under our existing senior credit facility, (ii) to repurchase all of the outstanding $51.5 million aggregate principal amount of Regal Cinemas' 9.375% senior subordinated notes due 2012, (iii) to pay fees and expenses related to this offering and the new senior credit facility, and (iv) for general corporate purposes, which may include the repayment or repurchase of other indebtedness. The new senior credit facility is expected to be guaranteed by Regal Cinemas' existing subsidiaries (subject to certain exceptions) and secured by, among other things, a lien on substantially all of the personal property and certain real property of Regal Cinemas and the guarantors and a lien on the stock of Regal Cinemas. The new senior credit facility is also expected to be guaranteed by (x) REH with recourse to REH under such guaranty limited to stock of Regal Cinemas pledged by REH and (y) REG, on an unsecured basis.

        The term loan facility is expected to mature six and one half years after the closing date of the new senior credit facility and the revolving credit facility is expected to mature five years after the closing date of the new senior credit facility. Borrowings under the new senior credit facility will bear interest, at Regal Cinemas' option, at either a base rate or an adjusted LIBOR rate plus, in each case, an applicable margin. This offering is conditioned on our entering into the new senior credit facility. See "Description of New Senior Credit Facility."

3

Table of Contents

Additional Information

        We and Regal Cinemas are incorporated under the laws of the State of Delaware. Our principal executive offices are located at 7132 Regal Lane, Knoxville, Tennessee 37918, and our telephone number is (865) 922-1123. Our Internet address is www.regmovies.com. The contents of our website are not a part of this prospectus.

(1)

REG is a public company listed on the New York Stock Exchange and will guarantee the notes offered hereby.

(2)

As of April 1, 2010, REG had outstanding $195.7 million aggregate principal amount (which is net of debt discount) of 6.25% convertible senior notes due 2011 that pay interest semi-annually in arrears. None of REG's subsidiaries have guaranteed any of its obligations with respect to the 6.25% convertible senior notes.

(3)

Regal Cinemas' new senior credit facility is expected to be comprised of a term loan facility in an aggregate original principal amount of $1,250.0 million and a revolving credit facility in an aggregate principal amount of up to $85.0 million. The entire amount of such term loan facility is expected to be outstanding on the closing date of the new senior credit facility. Borrowings under such revolving credit facility may be made from time to time, subject to satisfaction of customary

4

Table of Contents

conditions. Regal Cinemas is also expected to be entitled to incur additional term loans under the new senior credit facility, subject to lenders providing additional commitments of up to $200.0 million and satisfaction of other conditions as well as other term and revolving loans for acquisitions and certain capital expenditures subject to the satisfaction of certain conditions and lenders providing additional commitments. The term loan facility is expected to mature six and one half years after the closing date of the new senior credit facility and the revolving credit facility will mature five years after the closing date of the new senior credit facility. Borrowings under the senior credit facility will bear interest, at Regal Cinemas' option, at either a base rate or an adjusted LIBOR Rate plus, in each case, an applicable margin. The new senior credit facility is expected to be guaranteed by Regal Cinemas' existing subsidiaries (subject to certain exceptions) and secured by, among other things, a lien on substantially all of the personal property and certain real property of Regal Cinemas and the guarantors and a lien on the stock of Regal Cinemas. The new senior credit facility is also expected to be guaranteed by (i) REH with recourse to REH under such guaranty limited to stock of Regal Cinemas pledged by REH and (ii) REG, on an unsecured basis.

(4)

As of April 1, 2010, Regal Cinemas had outstanding $391.0 million aggregate principal amount (which is net of debt discount) of 8.625% senior notes due 2019 that are part of the same series as the notes offered hereby.

(5)

As of April 1, 2010, Regal Cinemas had outstanding $51.5 million aggregate principal amount of 9.375% senior subordinated notes due 2012 that pay interest semi-annually, all of which Regal Cinemas intends to repurchase with the proceeds from this offering and borrowings under its new senior credit facility. The 9.375% senior subordinated notes are guaranteed by substantially all of Regal Cinemas' existing subsidiaries.

(6)

The subsidiaries that will guarantee the new senior credit facility also guarantee the existing 8.625% senior notes and will guarantee the notes offered hereby.

For further discussion of the indebtedness of Regal Cinemas and REG, see "Description of New Senior Credit Facility" and "Description of Other Indebtedness" in this prospectus.

5

Table of Contents

The Offering

6

Table of Contents

7

Table of Contents

8

Table of Contents

Summary Financial Data

        We present below summary historical consolidated financial data of REG based on historical data as of and for the fiscal years ended December 27, 2007, January 1, 2009 (including the results of operations of the 28 theatres acquired from Consolidated Theatres on April 30, 2008 and the subsequent divestiture of four theatres), and December 31, 2009. The fiscal year ended January 1, 2009 consisted of 53 weeks of operations.

        In addition, we present below summary historical consolidated financial data for REG based on historical data as of and for the quarters ended April 2, 2009 and April 1, 2010.

        The summary historical consolidated financial data set forth below (except operating data) as of and for the fiscal years ended December 27, 2007, January 1, 2009 and December 31, 2009 was derived from the audited consolidated financial statements of REG and the notes thereto, and as of and for the fiscal quarter ended April 2, 2009 and April 1, 2010 was derived from the unaudited consolidated financial statements of REG and the notes thereto. The summary historical data may not necessarily be indicative of any future operating results or financial position of REG. In addition to the below summary financial data, you should also refer to the more complete financial information included in REG's Annual Report on Form 10-K for the fiscal year ended December 31, 2009, and Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, 2010, which are incorporated by reference into this prospectus.

9

Table of Contents

10

Table of Contents

11

Table of Contents

12

Table of Contents

RISK FACTORS

        An investment in the notes offered by this prospectus involves a high degree of risk. You should carefully consider the following risk factors before making an investment decision. The following is not intended as, and should not be construed as, an exhaustive list of relevant risk factors. There may be other risks that a prospective investor should consider that are relevant to its own particular circumstances or generally. Some statements in this prospectus, including within the risk factors below, are forward-looking statements. Please refer to the section entitled "Forward-Looking Statements" for additional risk factors.

Risks Related to Our Business

Our substantial lease and debt obligations could impair our financial condition.

        We have substantial lease and debt obligations. For the fiscal year ended December 31, 2009 or fiscal 2009, our total rent expense and net interest expense were approximately $378.8 million and $151.0 million, respectively. As of December 31, 2009, we had total debt obligations of $1,997.1 million. As of December 31, 2009, we had total contractual cash obligations of approximately $6,330.3 million. In addition, as of April 1, 2010, on an as adjusted basis to give effect to this offering, borrowings under the term loan from the new senior credit facility, repayment of the loans outstanding under Regal Cinemas' existing senior credit facility and the application of the estimated net proceeds as contemplated under the caption "Use of Proceeds," we would have had total debt obligations of $2,179.3 million. For a detailed discussion of our contractual cash obligations and other commercial commitments over the next several years, refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations—Contractual Cash Obligations and Commitments" provided in Part II, Item 7 of REG's Annual Report on Form 10-K for the fiscal year ended December 31, 2009, incorporated by reference in this prospectus.

        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 and liquidity.

Our theatres operate in a competitive environment.

        The motion picture exhibition industry is fragmented and highly competitive with no significant barriers to entry. Theatres operated by national and regional circuits and by small independent exhibitors compete with our theatres, particularly with respect to film licensing, attracting patrons and developing new theatre sites. Moviegoers are generally not brand conscious and usually choose a theatre based on its location, the films showing there and its amenities.

        Generally, stadium seating found in modern megaplex theatres is preferred by patrons over slope-floored multiplex theatres, which were the predominant theatre-type built prior to 1996. Although, as of April 1, 2010, approximately 81% of our screens were located in theatres featuring stadium seating, we still serve many markets with sloped-floored multiplex theatres. These theatres may be more vulnerable to competition than our modern megaplex theatres, and should other theatre operators choose to build and operate modern megaplex theatres in these markets, the performance of our theatres in these markets may be significantly and negatively impacted. In addition, should other theatre operators

13

Table of Contents

return to the aggressive building strategies undertaken in the late 1990's, our attendance, revenue and income from operations per screen could decline substantially.

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 license first-run motion pictures, the success of which has increasingly depended on the marketing efforts of the major motion picture studios. Poor performance of, or any disruption in the production of these motion pictures (including by reason of a strike or lack of adequate financing), or a reduction in the marketing efforts of the major motion picture studios, could hurt our business and results of operations. In addition, a change in the type and breadth of movies offered by motion picture studios may adversely affect the demographic base of moviegoers.

Development of digital technology may increase our capital expenses.

        The industry is in the process of converting 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 and the major motion picture studios not cover the cost of the conversion as expected, we may have to use cash flow from operations, cash on hand or 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, if at all. Furthermore, it is impossible to accurately predict how the roles and allocation of costs (including operating costs) between various industry participants will change as the industry changes from physical media to electronic media.

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

        We also compete with other movie delivery vehicles, including cable television, downloads via the Internet, in-home video and DVD, satellite and pay-per-view services. Traditionally, when motion picture distributors licensed their products to the domestic exhibition industry, they refrained from licensing their motion pictures to these other delivery vehicles during the theatrical release window. We believe that a material contraction of the current theatrical release window could significantly dilute the consumer appeal of the in-theatre motion picture offering, which 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.

We depend on our relationships with film distributors.

        The film distribution business is highly concentrated, with ten major film distributors accounting for approximately 95% of our admissions revenues during fiscal 2009. 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 ten 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.

No assurance of a supply of motion pictures.

        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

14

Table of Contents

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.

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 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 the market price of our securities 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. There can be no assurance, however, 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;



•

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



•

the possibility that the Antitrust Division of the United States Department of Justice (the "DOJ") may require us to dispose of existing or acquired theatres in order to complete acquisition opportunities.

Our investment in and revenues from National CineMedia may be negatively impacted by the competitive environment in which National CineMedia operates.

        As of April 1, 2010, we owned approximately 24.8% of National CineMedia. In addition, we receive theatre access fees and mandatory distributions of excess cash from National CineMedia. National CineMedia's in-theatre advertising operations compete with other cinema advertising companies and other advertising mediums including, most notably, television, newspaper, radio and the Internet. There can be no guarantee that in-theatre advertising will continue to attract major

15

Table of Contents

advertisers or that National CineMedia's in-theatre advertising format will be able to generate expected sales of advertising. Although we have representation on the board of directors of National CineMedia, we do not control this business. Should National CineMedia fail to maintain the level of profitability it hopes to achieve, its results of operations may be adversely affected and our investment in and earnings and cash flows from National CineMedia may be adversely impacted.

We depend on our senior management.

        Our success depends upon the retention of our senior management, including Michael Campbell, our Executive Chairman, and Amy Miles, our Chief Executive Officer. 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. The loss of any member of senior management could adversely affect our ability to effectively pursue our business strategy.

We are controlled by Anschutz Company.

        We are controlled by Anschutz Company, or Anschutz. As of December 31, 2009, Anschutz controlled approximately 78% of the voting power of all of our outstanding common stock. As long as Anschutz continues to hold more than 50% of the voting power of our common stock, Anschutz will be able to elect all of the members of our board of directors as well as determine the outcome of matters submitted to a vote of REG stockholders, including matters such as mergers and other business combinations, acquisitions or dispositions of assets, and the incurrence of indebtedness. Anschutz will also have the power to prevent or cause a change in control in us. This indirect control means that Anschutz could take actions that might be desirable to Anschutz but not to investors in the notes. For example, Anschutz and its affiliates have controlling interests in companies in related and unrelated industries, including motion picture production. In the future, Anschutz may combine our company with one or more of its other holdings.

A prolonged economic downturn could materially affect our business by reducing consumer spending on movie attendance.

        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, such trends resulting from terrorist attacks on, or wars or threatened wars involving, the United States. During 2008, many economists determined that the U.S. economy had entered into a recession as a result of the deterioration in the credit markets and the related financial crisis, as well as a variety of other factors. A prolonged 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.

The global financial crisis may have an impact on our business and financial condition in ways that we currently cannot predict.

        In late 2008 and early 2009, global financial markets experienced significant disruptions and the United States and many other economies experienced a prolonged economic downturn, resulting in heightened credit risk, reduced valuation of investments and decreased economic activity. While economic conditions have recently improved, that trend may not continue and the U.S. economy may continue to be weak for the foreseeable future or may further deteriorate. Even if growth continues, it may be at a slow rate for an extended period of time and other economic conditions, such as the commercial real estate environment, may continue to be weak. If economic conditions remain weak or deteriorate, or if financial markets experience additional significant disruption, it could materially

16

Table of Contents

adversely affect our results of operations, financial position and/or liquidity. For example, deteriorating conditions in the global credit markets could negatively impact our business partners which may impact film production, the development of new theatres or the enhancement of existing theatres, including delaying the deployment of new projection and other technologies to our theatres.

        In addition, our ability to access capital markets may be restricted at times when the implementation of our business strategy may require us to do so, which could have an impact on our flexibility to react to changing economic and business conditions.

Risks Related to the Notes

Regal Cinemas' substantial lease and debt obligations could adversely affect Regal Cinemas' ability to meet its payment obligations under the notes and its other debt.

        Regal Cinemas will continue to have after the completion of this offering substantial lease and debt obligations. For details on Regal Cinemas' lease and debt obligations, as adjusted to give effect to this offering including the application of the estimated net proceeds as contemplated under the caption "Use of Proceeds," refer to "Capitalization" elsewhere in this prospectus.

        Regal Cinemas' substantial lease and debt obligations could have important consequences to its financial health. For example, it could:

•

make it more difficult for Regal Cinemas to satisfy its obligations with respect to the notes and its other debt;



•

increase its vulnerability to general adverse economic and industry conditions or a downturn in its business;



•

require it to dedicate a substantial portion of its cash flow from operations to debt service, thereby reducing the availability of its cash flow to fund working capital, capital expenditures and other general corporate purposes;



•

limit its flexibility in planning for, or reacting to, changes in its business and the industry in which it operates;



•

place it at a competitive disadvantage compared to its competitors that are not as highly leveraged;



•

limit, along with the financial and other restrictive covenants in its indebtedness, among other things, its ability to borrow additional funds; and



•

result in an event of default if Regal Cinemas fails to satisfy its obligations under the notes or other debt or fails to comply with the financial and other restrictive covenants contained in the in any indenture or its senior credit facility, which event of default could result in all of its debt becoming immediately due and payable and could permit its lenders to foreclose on the assets securing such debt.

        Any of the above-listed factors could adversely affect Regal Cinemas' ability to meet its payment obligations under the notes and its other debt. In addition, we may incur substantial additional indebtedness in the future. The terms of Regal Cinemas' new senior credit facility and the indebtedness relating to the notes and our other outstanding notes do not, and any future debt may not, fully prohibit us from doing so. If new debt is added to our current debt levels, the related risks that we now face could intensify. See "Description of the Notes," "Description of New Senior Credit Facility" and "Description of Other Indebtedness."

17

Table of Contents

REG has no material assets other than its investment in Regal Cinemas.

        REG will fully and unconditionally guarantee all payments due on the notes. However, REG has no material assets other than its investment in Regal Cinemas. Regal Cinemas is an intermediate holding company and is the wholly owned subsidiary of REH, which is the wholly owned subsidiary of REG. Regal Cinemas' wholly owned direct and indirect subsidiaries hold substantially all of REG's theatre assets. Only one theatre containing 14 screens is held outside of Regal Cinemas and its consolidated subsidiaries.

Regal Cinemas is a holding company dependent on its subsidiaries for the ability to service its debt.

        Regal Cinemas is a holding company with no operations of its own. Consequently, the ability to service its debt is dependent upon the earnings from the businesses conducted by its subsidiaries. Regal Cinemas' subsidiaries are separate and distinct legal entities and have no obligation to provide Regal Cinemas with funds for its payment obligations, whether by dividends, distributions, loans or other payments. Any distribution of earnings to Regal Cinemas from its subsidiaries, or advances or other distributions of funds by these subsidiaries to Regal Cinemas, all of which are subject to statutory or contractual restrictions, are contingent upon the subsidiaries' earnings and are subject to various business considerations. Regal Cinemas' right to receive any assets of any of its subsidiaries upon their liquidation or reorganization, and therefore the right of the holders of these notes to participate in those assets, will be structurally subordinated to the claims of that subsidiary's creditors. In addition, even if Regal Cinemas were a creditor of any of its subsidiaries, its rights as a creditor would be subordinated to any secured debt of its subsidiaries to the extent of the assets securing that debt and to any indebtedness of its subsidiaries senior to that held by Regal Cinemas.

To service its indebtedness, Regal Cinemas will require a significant amount of cash, which depends on many factors beyond its control.

        Regal Cinemas' ability to make payments on its debt, including the notes and other financial obligations, and to fund capital expenditures and acquisitions will depend on its ability to generate substantial operating cash flow. This will depend on our future performance, which will be subject to prevailing economic conditions and to financial, business and other factors beyond our control. In addition, the $195.7 million of REG's 6.25% convertible senior notes due 2011, the $51.5 million of Regal Cinemas' 9.375% senior subordinated notes due 2012 and the borrowings under Regal Cinemas' new senior credit facility all have an earlier maturity date than that of the notes offered hereby, and we will be required to repay or refinance such indebtedness prior to when the notes offered hereby come due. For the fiscal year ended December 31, 2009 and for the quarter ended April 1, 2010, on an as adjusted basis to give effect to this offering, borrowings under the term loan from the new senior credit facility, repayment of the loans outstanding under Regal Cinemas' existing senior credit facility and the application of the estimated net proceeds as contemplated under the caption "Use of Proceeds," our ratio of earnings to fixed charges would have been 1.5x and 1.3x, respectively. If our cash flows were to prove inadequate to meet our debt service, rental and other obligations in the future, we may be required to refinance all or a portion of our existing or future debt, including the notes, on or before maturity, to sell assets or to obtain additional financing. We cannot assure you that we will be able to refinance any of our indebtedness, including our senior credit facility and the notes, sell any such assets or obtain additional financing on commercially reasonable terms or at all.

18

Table of Contents

The notes and the guarantees are unsecured. Therefore, secured creditors of Regal Cinemas and the guarantors (including the lenders under Regal Cinemas' new senior credit facility) would have a prior claim, ahead of the notes, on the assets of Regal Cinemas and the guarantors to the extent of the assets securing that secured debt.

        The notes are general unsecured senior obligations of Regal Cinemas and the guarantors and will rank equal in right of payment to Regal Cinemas' and the guarantors' other existing and future unsecured senior debt. The notes are not secured by any of our assets. Any future claims of secured lenders with respect to assets securing their loans will be prior to any claim of the holders of the notes with respect to those assets.

        As a result, upon any distribution to our creditors in a bankruptcy, liquidation or reorganization or similar proceeding relating to us or our property, the holders of secured debt of Regal Cinemas and the guarantors, including the lenders under Regal Cinemas' new senior credit facility, will be entitled to be paid in full from our assets securing that secured debt before any payment may be made with respect to the notes. In addition, if Regal Cinemas fails to meet its payments or other obligations under any secured debt, including its new senior credit facility, the holders of that secured debt would be entitled to foreclose on its assets securing that secured debt and liquidate those assets to the exclusion of the holders of the notes, even if an event of default existed under the indenture governing the notes at such time.

        As of April 1, 2010, on an as adjusted basis to give effect to this offering, borrowings under the term loan from the new senior credit facility, repayment of the loans outstanding under Regal Cinemas' existing senior credit facility, repurchase of Regal Cinemas' 9.375% senior subordinated notes due 2012, and the application of the estimated net proceeds as contemplated under the caption "Use of Proceeds," the notes and the guarantees would have been effectively subordinated to approximately $1,250.0 million of Regal Cinemas' senior secured indebtedness under its new senior credit facility to the extent of the assets securing that secured debt. The obligations of Regal Cinemas and the guarantors under the new senior credit facility are secured by, among other things, a lien on substantially all of their tangible and intangible personal property (including but not limited to accounts receivable, inventory, equipment, general intangibles, investment property, deposit and securities accounts, and intellectual property), and certain of their real property and a lien on the capital stock of Regal Cinemas. In addition, the indenture governing the notes and our other debt agreements permit us to incur additional indebtedness in the future, including senior secured indebtedness.

        Furthermore, if the assets or equity interests in any subsidiary guarantor are sold as an entirety, then that guarantor will be released from its obligations under its guarantee of the notes automatically upon such sale. In such event, because the notes will not be secured by any of the assets or the equity interests in that subsidiary guarantor, it is possible that the assets of the remaining guarantors may not be sufficient to satisfy the claims of holders of notes.

        Accordingly, Regal Cinemas may not have sufficient funds to pay amounts due on the notes. As a result you may lose a portion of or the entire value of your investment in the notes.

The notes are effectively subordinated to the existing and future liabilities of any non-guarantor subsidiaries.

        Because the notes are general unsecured senior obligations of Regal Cinemas and the guarantors, creditors of any non-guarantor subsidiaries will be entitled to a claim on the assets of any non-guarantor subsidiaries prior to any claims by Regal Cinemas, as an equity holder of those subsidiaries on behalf of holders of the notes. In addition, the non-guarantor subsidiaries have no obligation, contingent or otherwise, to pay amounts due under the notes or to make any funds available to pay those amounts, whether by dividend, distribution, loan or other payments.

19

Table of Contents

        Consequently, upon any distribution to its creditors in a bankruptcy, liquidation or reorganization or similar proceeding relating to any non-guarantor subsidiary or its property, creditors of the non-guarantor subsidiary will be entitled to be paid in full before any distribution is made to Regal Cinemas, except to the extent that Regal Cinemas is recognized as a creditor of such non-guarantor subsidiary. Any of Regal Cinemas' claims as the creditor of any non-guarantor subsidiary would be unsecured and therefore effectively subordinated to any secured debt of that non-guarantor subsidiary to the extent of the assets securing that secured debt and would rank junior to any indebtedness of such non-guarantor subsidiary senior to that held by Regal Cinemas. Accordingly, there may be insufficient funds, even before taking account of the senior debt, to satisfy claims of note holders.

        As of April 1, 2010, Regal Cinemas' subsidiaries that are not guarantors accounted for approximately $238.8 million, or 8.1%, of our total revenues for the 52 weeks ended April 1, 2010, approximately $183.0 million, or 7.1%, of our total assets and approximately $84.3 million, or 3.0%, of our total liabilities at April 1, 2010.

Regal Cinemas' subsidiaries will only be required to guarantee the notes if they guarantee Regal Cinemas' other indebtedness, and in certain circumstances, their guarantees will be subject to automatic release.

        Regal Cinemas' existing and future subsidiaries will only be required to guarantee the notes if they guarantee other indebtedness of Regal Cinemas or any of the subsidiary guarantors, including Regal Cinemas' new senior credit facility. If a subsidiary guarantor is released from its guarantee of such other indebtedness for any reason whatsoever, or if such other guaranteed indebtedness is repaid in full or refinanced with other indebtedness that is not guaranteed by such subsidiary guarantor, then such subsidiary guarantor also will be released from its guarantee of the notes.

The indenture governing the notes contains, and Regal Cinemas' new senior credit facility will contain, significant operating and financial restrictions which may limit the ability of Regal Cinemas and the subsidiary guarantors to operate their business.

        The indenture governing the notes contains, and Regal Cinemas' new senior credit facility will contain, significant operating and financial restrictions on Regal Cinemas and the subsidiary guarantors. These restrictions limit the ability of Regal Cinemas and the subsidiary guarantors to, among other things:

•

incur additional indebtedness;



•

make distributions or make certain other restricted payments;



•

make capital expenditures;



•

make investments;



•

incur liens;



•

incur dividend and other payment restrictions affecting our subsidiaries;



•

sell certain assets or merge with or into other companies; and



•

enter into transactions with affiliates.

        These restrictions could limit the ability of Regal Cinemas and the subsidiary guarantors to finance its future operations or capital needs, make acquisitions or pursue available business opportunities. In addition, Regal Cinemas' new senior credit facility will require Regal Cinemas to maintain specified financial ratios and to satisfy certain financial covenants. Regal Cinemas may be required to take action to reduce its debt or act in a manner contrary to its business objectives to meet these ratios and satisfy these covenants. Events beyond its control, including changes in economic and business conditions in the markets in which it operates, may affect its ability to do so. Regal Cinemas may not be able to

20

Table of Contents

meet these ratios or satisfy these covenants and we cannot assure you that its lenders will waive any failure to do so. A breach of any of the covenants in, or its inability to maintain the required financial ratios under, its debt would, in the case of the senior credit facility, prevent it from borrowing additional money under the new senior credit facility and could result in a default under such debt, which could lead to that debt becoming immediately due and payable and, if such debt is secured, foreclosure on our assets that secure that obligation which, in the case of Regal Cinemas' new senior credit facility, could result in foreclosure on substantially all of our tangible and intangible personal property, certain real property, the capital stock of Regal Cinemas and any other collateral securing the obligations under the new senior credit facility. A default under a debt instrument could, in turn, result in defaults under other obligations and result in other creditors accelerating the payment of other obligations and foreclosing on assets securing such debt, if any. Any such defaults could materially impair our financial condition and liquidity. In addition, if the lenders under Regal Cinemas' new senior credit facility or any of our other obligations accelerate the maturity of those obligations, we cannot assure you that we will have sufficient assets to satisfy our obligations under the notes or our other indebtedness.

REG will not be subject to the covenants in the indenture for the notes.

        REG will guarantee the notes but will not be directly subject to the covenants in the indenture governing the notes. As a result, the indenture does not restrict the ability of REG to incur additional debt (secured or unsecured), sell, encumber or dispose of assets, pay dividends, make other distributions or enter into transactions with its affiliates. Any such transactions could have a material adverse effect on the ability of REG to make payments in respect of its guarantee of the notes.

Federal and state statutes allow courts, under specific circumstances, to avoid the notes and, guarantees, and to require note holders to return payments received from Regal Cinemas or the guarantors.

        Regal Cinemas' creditors and the creditors of the guarantors of the notes could challenge the issuance of the notes or the guarantors' issuance of their guarantees, respectively, as fraudulent conveyances or on other grounds. Under the federal bankruptcy law and similar provisions of state fraudulent transfer laws, the issuance of notes and the delivery of the guarantees, could be avoided (that is, cancelled) as fraudulent transfers if a court determined that the issuer, at the time it issued the notes, or the guarantor, at the time it issued the guarantee (or, in some jurisdictions, when payment became due under the guarantee):

•

issued the notes or guarantees, as the case may be, with the intent to hinder, delay or defraud its existing or future creditors; or



•

received less than reasonably equivalent value or did not receive fair consideration for the delivery of the notes or guarantees, as the case may be, and if the issuer or guarantor:



•

was insolvent or rendered insolvent at the time it issued the notes or issued the guarantee;



•

was engaged in a business or transaction for which the issuer's or guarantor's remaining assets constituted unreasonably small capital; or



•

intended to incur, or believed that it would incur, debts beyond its ability to pay such debts generally as they mature.

        If the notes or guarantees were avoided or limited under fraudulent transfer or other laws, any claim you may make against Regal Cinemas or the guarantors for amounts payable on the notes would be unenforceable to the extent of such avoidance or limitation. Moreover, the court could order you to return any payments previously made by Regal Cinemas or the guarantors.

21

Table of Contents

        The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a party would be considered insolvent if:

•

the sum of its debts, including contingent liabilities, was greater than the sum of its property, at a fair valuation;



•

if the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or



•

it could not pay its debts as they become due.

Regal Cinemas cannot be sure what standard a court would apply in making these determinations or, regardless of the standard, that a court would not avoid the notes or guarantees.

Despite our current levels of debt, we may still incur substantially more debt ranking equal to the notes or the guarantees, and increase the risks associated with our proposed leverage.

        The provisions contained or to be contained in the agreements relating to our indebtedness limit but do not prohibit our ability to incur additional indebtedness on an equal and ratable basis with the notes, and the amount of indebtedness that we could incur could be substantial. Accordingly, we or our subsidiaries could incur significant additional indebtedness in the future, much of which could constitute secured or senior indebtedness. In addition, any of our or our subsidiaries' existing debt, including Regal Cinemas' new senior credit facility, could be guaranteed in the future by our subsidiaries that are not currently guarantors or could be further secured. If we incur any additional debt that ranks equally with the notes offered hereby, the holders of that debt will be entitled to share ratably with the holders of these notes in any proceeds distributed in connection with any bankruptcy, liquidation, reorganization or similar proceedings. This may have the effect of reducing the amount of proceeds paid to you. If new debt is added to our current debt levels, the related risks that we now face could intensify. See "Description of the Notes—Certain Covenants—Limitation on Indebtedness."

Changes in our credit rating could adversely affect the market price or liquidity of the notes.

        We may or may not seek a rating on the notes. Credit rating agencies continually revise their ratings for the companies that they follow, including us. The credit rating agencies also evaluate our industry as a whole and may change their credit ratings for us based on their overall view of our industry. We cannot be sure that credit rating agencies will maintain their ratings on the notes. A negative change in our ratings could have an adverse effect on the price of the notes.

An active trading market for the notes may not develop.

        Currently, there is no public market for the notes. The underwriters have informed us that they intend to make a market in the notes, but they may cease their market-making activities at any time without notice.

        We do not intend to apply for a listing of any of the notes on any securities exchange or for quotation on any automated dealer quotation system. We do not know if an active market will develop for the notes, or if developed, will continue. If an active market is not developed or maintained, then the market price and the liquidity of the notes may be adversely affected.

        In addition, the liquidity and the market price of the notes may be adversely affected by changes in the overall market for debt securities and by changes in our financial performance or prospects, or in the prospects of the companies in our industry. As a result, you cannot be sure that an active trading

22

Table of Contents

market will develop for the notes. As such, holders of the notes may experience difficulty in reselling, or an inability to sell, the notes.

We may not have the funds necessary to finance a repurchase required by the indenture in the event of a change of control.

        Upon the occurrence of a "change of control" as defined in the "Description of the Notes" in this prospectus, holders of notes will have the right to require Regal Cinemas to repurchase their notes at 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of repurchase. Regal Cinemas may not have sufficient financial resources or the ability to arrange financing to pay the repurchase price for all notes delivered by holders seeking to exercise their repurchase rights, particularly as that change of control may trigger a similar repurchase requirement for, or result in an event of default under or the acceleration of, other indebtedness. In addition, it is possible that restrictions in our other indebtedness will not allow such repurchases. Any failure by Regal Cinemas to repurchase the notes upon a change of control would result in an event of default under the indenture and may also constitute a cross-default on other indebtedness existing at that time.

The market price of the notes may decline if we enter into a transaction that is not a change of control under the indenture.

        We may enter into a highly leveraged transaction, reorganization, merger or similar transaction that is not a change of control under the indenture. In addition, such transactions could result in a downgrade of our credit ratings, thereby negatively affecting the value of the notes.

23

Table of Contents

USE OF PROCEEDS

        We estimate that the net proceeds from this offering, after deducting estimated fees and expenses and underwriters' discounts, will be approximately $     million.

        Regal Cinemas intends to use all of the net proceeds from this offering and borrowings under the term loan from the new senior credit facility (i) to repay all of the approximately $1,262.1 million of outstanding indebtedness under Regal Cinemas' existing senior credit facility, (ii) to repurchase all of the outstanding $51.5 million aggregate principal amount of Regal Cinemas' 9.375% senior subordinated notes due 2012, (iii) to pay fees and expenses related to this offering and the new senior credit facility, and (iv) for general corporate purposes, which may include the repayment or repurchase of other indebtedness. The interest rates applicable to term loans and revolving loans under our existing senior credit facility are, at our option, equal to either a base rate plus an applicable interest margin, or an adjusted eurodollar rate plus an applicable interest margin, as defined in the existing senior secured credit agreement. The applicable margin for term loans that are adjusted eurodollar rate loans ranges from 3.75% to 3.50% per annum based on a leverage ratio. The applicable margin for term loans that are base rate loans is 1.00% per annum lower than the then applicable margin for term loans that are adjusted eurodollar rate loans. The applicable margin for revolving loans that are adjusted eurodollar rate loans ranges from 4.75% to 4.00% per annum based on a leverage ratio. The applicable margin for revolving loans that are base rate loans is 1.00% per annum lower than the then applicable margin for revolving loans that are adjusted eurodollar rate loans. Interest on the 9.375% senior subordinated notes accrues at a rate of 9.375% per annum, payable semi-annually in arrears.

        The term loan portion of our existing senior credit facility consists of term loans in an original aggregate principal amount of $1,800 million maturing on October 27, 2013. Scheduled quarterly payments of $3.3 million per fiscal quarter (subject to reduction for prepayments that have been made) are required commencing on the fiscal quarter ended on December 31, 2006 through the fiscal quarter ending on March 31, 2013, with the balance payable in two equal installments of $611.4 million (subject to reduction for prepayments that have been made) on June 30, 2013 and October 27, 2013. The revolving portion of our existing senior credit facility matures on October 27, 2011 and has no scheduled amortization or commitment reductions. For further information on Regal Cinemas' new senior credit facility, see "Description of New Senior Credit Facility" elsewhere in this prospectus. Affiliates of each of Barclays Capital Inc. and Banc of America Securities LLC are lenders under Regal Cinemas' existing senior credit facility, affiliates of Credit Suisse Securities (USA) LLC and Banc of America Securities LLC hold some of our 9.375% senior subordinated notes, and affiliates of the underwriters also may hold or be lenders under other indebtedness that we may repurchase or repay with the net proceeds of this offering, and therefore such affiliates would receive their pro rata share of any net proceeds from this offering that we use to repay any such indebtedness under which they are lenders or holders.

RATIO OF EARNINGS TO FIXED CHARGES

(in millions, except ratios)

24

Table of Contents

CAPITALIZATION

        The following table shows REG's cash and cash equivalents and capitalization as of April 1, 2010 on an actual and as adjusted basis. The as adjusted presentation reflects (i) the issuance by Regal Cinemas of $250.0 million principal amount of notes, (ii) the borrowings under the term loan from Regal Cinemas' new senior credit facility, (iii) the repayment of all amounts outstanding under Regal Cinemas' existing senior credit facility, and (iv) the repurchase of all of the outstanding Regal Cinemas' 9.375% senior subordinated notes due 2012. This table should be read in conjunction with the section entitled "Use of Proceeds" included elsewhere in this prospectus and REG's consolidated financial statements and related notes, incorporated by reference herein.

25

Table of Contents

DESCRIPTION OF NEW SENIOR CREDIT FACILITY

        On or about the closing date of this offering, Regal Cinemas intends to enter into a sixth amendment and restatement of its existing senior secured credit facility, which is expected to consist of: (i) a senior secured term loan facility in an aggregate principal amount of up to $1,250.0 million and (ii) a senior secured revolving credit facility in an aggregate principal amount of up to $85.0 million. The new senior credit facility will permit the Regal Cinemas to borrow additional term loans thereunder, subject to lenders providing additional commitments of up to $200.0 million and satisfaction of other conditions as well as other term and revolving loans for acquisitions and certain capital expenditures subject to lenders providing additional commitments and satisfaction of other conditions. The terms and provisions of the new senior credit facility have not been finalized and accordingly the terms and provisions summarized herein are subject to change.

Interest Rate

        The interest rates under the term loan facility and the revolving credit facility will be, at our option, adjusted LIBOR plus a margin to be agreed or the Alternate Base Rate ("ABR") plus a margin to be agreed. The ABR is the highest of (i) Credit Suisse's Prime Rate (ii) the Federal Funds Effective Rate plus ¹/2 of 1.0%; and (iii) adjusted LIBOR for an interest period of one month plus 1.00%. Adjusted LIBOR will at all times include statutory reserves.

        Regal Cinemas may elect interest periods of 1, 2, 3, 6 or (if available to all lenders) 12 months for adjusted LIBOR borrowings. Calculation of interest shall be on the basis of the actual days elapsed in a year of 360 days (or 365 or 366 days, as the case may be, in the case of ABR loans based on the Prime Rate) and interest shall be payable at the end of each interest period and, in any event, at least every three months.

Availability and Maturity

        The full amount of the term loan facility must be drawn in a single drawing on the closing date. Amounts borrowed under the term loan facility that are repaid or prepaid may not be reborrowed. Loans under the revolving facility are expected to be available at any time prior to the final maturity of the revolving facility, in minimum principal amounts and upon notice to be agreed upon. Amounts repaid under the revolving facility may be reborrowed.

        The term loan facility is expected to mature on the date that is six and one half years after the closing date, and will amortize in equal quarterly installments in an aggregate annual amount equal to 1.00% of the original principal amount of the term loan facility, with the balance payable on the maturity date of the term facility. The revolving credit facility will mature and the commitments thereunder will terminate five years after the closing date. The maturity of other term and revolving loans made under the new senior credit facility pursuant to additional commitments established with lenders after the closing date are expected to be no earlier than the maturity date of the term loan facility.

Guarantees and Collateral

        All of our obligations under the new senior credit facility and under any interest rate protection or other hedging arrangements entered into with a lender or any affiliate thereof will be unconditionally guaranteed by Regal Cinemas' existing and subsequently acquired or organized domestic and, to the extent no adverse tax consequences to us would result therefrom, foreign subsidiaries (subject, in each case, to certain exceptions). The new senior credit facility is also expected to be guaranteed by (i) REH with recourse to REH under such guaranty limited to stock of Regal Cinemas pledged by REH and (ii) REG, on an unsecured basis.

26

Table of Contents

        The new senior credit facility, the guarantees and any hedging arrangements will be secured by substantially all of our assets and the assets of each subsidiary guarantor, whether owned on the closing date or thereafter acquired, including but not limited to: (a) a perfected first-priority pledge of all of our equity interests, (b) a perfected first-priority pledge of all equity interests held by us or any subsidiary guarantor (which pledge, in the case of any foreign subsidiary, shall be limited to 65% of the equity interests of such foreign subsidiary to the extent the pledge of any greater percentage would result in an adverse tax consequence to us), and (c) perfected first-priority security interests in, tangible and intangible assets of Regal Cinemas and each subsidiary guarantor (including, but not limited to accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property, certain real property, cash, deposit and security accounts, commercial tort claims, letter of credit rights, intercompany notes and proceeds of the foregoing; subject to exceptions to be agreed).

        All the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation and other requirements, satisfactory to the lenders, and none of the collateral shall be subject to liens other than customary and limited exceptions to be agreed upon. Control agreements are expected to be required only with respect to concentration or sweep accounts.

Mandatory Prepayments and Voluntary Reductions

        Mandatory prepayment provisions under the new senior credit facility are expected to include:

a)

50% of excess cash flow, with a reduction to be agreed upon achievement and maintenance of a leverage ratio to be agreed upon;



b)

100% of the net cash proceeds of all asset sales or other dispositions of property by us and our subsidiaries, subject to certain exceptions and reinvestment;



c)

100% of the net cash proceeds of our or our subsidiaries issuances offerings or placements of debt obligations, subject to certain exceptions; and



d)

50% of the net cash proceeds of issuances of our equity securities and the equity securities of our subsidiaries, with a reduction to be agreed upon achievement and maintenance of a leverage ratio to be agreed upon.

        The above-described mandatory prepayments shall be applied pro rata to the remaining amortization payments under the term loan facility. When there are no longer outstanding loans under the term loan facility, mandatory prepayments will be applied first, to prepay outstanding loans under the revolving facility and second, to cash collateralize outstanding letters of credit (with no corresponding permanent reduction of commitments under the revolving facility subject to certain exceptions).

        Voluntary reductions of the unutilized portion of the new senior credit facility commitments and prepayments of borrowings will be permitted at any time, in minimum principal amounts to be agreed upon, subject to reimbursement of the lenders' redeployment costs in the case of a prepayment of adjusted LIBOR borrowings other than on the last day of the relevant interest period. All voluntary prepayments of the term loan facility will be applied pro rata to the remaining amortization payments under the term loan facility.

Covenants and Events of Default

        The new senior credit facility contains customary affirmative covenants, which are expected to include, without limitation, delivery of financial statements; delivery of certificates and other information; payment of obligations; maintenance of existence; compliance, maintenance of property and insurance; inspection of property; books and records, discussions; notices; environmental laws;

27

Table of Contents

additional collateral, etc.; use of proceeds; ERISA documents; unrestricted subsidiaries; interest rate protection; credit ratings; and further assurances.

        The new senior credit facility contains customary negative covenants, which are expected to include, without limitation, limitations on indebtedness, liens, fundamental changes, disposition of property, restricted payments, capital expenditures, investments, optional payments and modifications of debt instruments and organizational documents, transactions with affiliates, sale leaseback transactions, changes in fiscal periods; negative pledge clauses; clauses restricting subsidiary distributions, lines of business; swap agreements; issuances of preferred stock; and maintenance of restricted payment basket for liabilities of National CineMedia.

        The new senior credit facility is expected to contain financial covenants consisting of a maximum adjusted consolidated leverage ratio, a maximum consolidated leverage ratio and a minimum interest coverage ratio (each at levels to be agreed), measured quarterly on a trailing four quarter basis.

        The new senior credit facility specifies customary events of default including, without limitation, nonpayment of principal, interest or other amounts; violation of covenants; incorrectness of representations and warranties in any material respect; cross default and cross acceleration; bankruptcy; material judgments; ERISA events; actual or asserted invalidity of guarantees or security documents (or subordination agreements); and change of control.

28

Table of Contents

DESCRIPTION OF OTHER INDEBTEDNESS

        Regal Cinemas 8.625% Senior Notes due 2019—On July 15, 2009, Regal Cinemas issued $400.0 million in aggregate principal amount of the 8.625% senior notes at a price equal to 97.561% of their face value in a transaction exempt from registration under the Securities Act, all of which notes were subsequently exchanged for 8.625% senior notes due 2019 registered under the Securities Act. Interest on the 8.625% senior notes is payable semi-annually in arrears on July 15 and January 15 of each year, beginning on January 15, 2010. The 8.625% senior notes will mature on July 15, 2019. The 8.625% senior notes are part of the same series as the notes being offered hereby, as further described in "Description of the Notes," and holders thereof will vote on any matter submitted to noteholders with holders of the notes offered hereby.

        Regal Cinemas 9.375% Senior Subordinated Notes due 2012—On January 29, 2002, Regal Cinemas issued $200.0 million aggregate principal amount of 9.375% senior subordinated notes. Interest on the 9.375% senior subordinated notes is payable semi-annually on February 1 and August 1 of each year, and the 9.375% senior subordinated notes mature on February 1, 2012. The 9.375% senior subordinated notes are guaranteed by most of Regal Cinemas' existing subsidiaries and are unsecured, ranking behind Regal Cinemas' obligations under its Amended Senior Credit Facility and any future senior indebtedness.

        On April 17, 2002, Regal Cinemas sold an additional $150.0 million principal amount of the 9.375% senior subordinated notes, which were issued under the indenture pursuant to which Regal Cinemas sold its 9.375% senior subordinated notes in January 2002.

        Regal Cinemas has the option to redeem the 9.375% senior subordinated notes, in whole or in part, at any time on or after February 1, 2007 at redemption prices declining from 104.688% of their principal amount on February 1, 2007 to 100% of their principal amount on or after February 1, 2010, plus accrued interest.

        On April 15, 2004, REG and its subsidiary, Regal Cinemas Bond Corporation, commenced a cash tender offer and consent solicitation for the $350.0 million aggregate principal amount of the 9.375% senior subordinated notes. On April 27, 2004, REG completed its consent solicitation with respect to the 9.375% senior subordinated notes amending the indenture governing the 9.375% senior subordinated notes to eliminate substantially all of the restrictive covenants and certain default provisions. The tender offer was completed on May 12, 2004 and approximately $298.1 million aggregate principal amount of the 9.375% senior subordinated notes were purchased. Total additional consideration paid for the tender offer and consent solicitation was approximately $56.3 million.

        Regal Cinemas intends to repurchase all of the outstanding $51.5 million aggregate principal amount of 9.375% senior subordinated notes with the proceeds of this offering and borrowings under its new senior credit facility. See "Use of Proceeds."

        REG 6.25% Convertible Senior Notes due 2011—On March 10, 2008, REG issued $200.0 million aggregate principal amount of 6.25% convertible senior notes. Interest on the 6.25% convertible senior notes is payable semi-annually in arrears on March 15 and September 15 of each year, beginning September 15, 2008. The 6.25% convertible senior notes are senior unsecured obligations of REG and rank on parity with all of its existing and future senior unsecured indebtedness and prior to all of its subordinated indebtedness. The 6.25% convertible senior notes are effectively subordinated to all of REG's future secured indebtedness to the extent of the assets securing that indebtedness and to any indebtedness and other liabilities of REG's subsidiaries. None of REG's subsidiaries have guaranteed any of its obligations with respect to the 6.25% convertible senior notes. On or after December 15, 2010, REG's note holders will have the option to convert their 6.25% convertible senior notes, in whole or in part, into shares of REG's Class A common stock at any time prior to maturity, subject to certain limitations, unless previously purchased by us at the note holder's option upon a fundamental change

29

Table of Contents

(as defined in the indenture to the 6.25% convertible senior notes dated March 10, 2008) at the then-existing conversion price per share. Prior to December 15, 2010, REG's note holders have the right, at their option, to convert their 6.25% convertible senior notes, in whole or in part, into shares of REG's Class A common stock, subject to certain limitations, unless previously purchased by us at the note holder's option upon a fundamental change, at the then existing conversion price per share, subject to further adjustments described below, if:

•

during any calendar quarter commencing after June 30, 2008, and only during such calendar quarter, if the last reported sale price per share of Class A common stock for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter exceeds 130% of the conversion price per share of Class A common stock for the 6.25% convertible senior notes on the last trading day of such immediately preceding calendar quarter;



•

during the five consecutive business days immediately after any ten consecutive trading day period (such ten consecutive trading day period, the "Note Measurement Period") in which the trading price (calculated using the trading price for each of the trading days in the Note Measurement Period) per $1,000 principal amount of the 6.25% convertible senior notes was less than 95% of the product of the last reported sale price per share of Class A common stock and the conversion rate for each day of the Note Measurement Period as determined following a request by a holder of the notes in accordance with the procedures described more fully in the 6.25% convertible senior notes indenture;



•

during certain periods if specified corporate transactions occur or specified distributions to holders of common stock are made, each as set forth in the 6.25% convertible senior notes indenture (excluding certain distributions and excluding quarterly dividends not in excess of the base dividend amount (as defined in the 6.25% convertible senior notes indenture)), in which case, the conversion price per share will be adjusted as set forth in the 6.25% convertible senior notes indenture; or



•

a fundamental change (as defined in the 6.25% convertible senior notes indenture) occurs, a note holder may elect to convert all or a portion of its notes at any time commencing on the effective date of such transaction or 15 days prior to the anticipated effective date (in certain circumstances) until the latter of: (i) the day before the fundamental change repurchase date and (ii) 30 days following the effective date of such transaction (but in any event prior to the close of business on the business day prior to the maturity date), in which case we will increase the conversion rate for the notes surrendered for conversion by a number of additional shares of Class A common stock, as set forth in the table in the 6.25% convertible senior notes indenture.

On April 1, 2010, at the then-current conversion price of $23.0336 per share (which conversion price may be adjusted pursuant to the certain events described further in the 6.25% convertible senior notes indenture), each $1,000 of aggregate principal amount of 6.25% convertible senior notes is convertible into approximately 43.4148 shares of REG's Class A common stock. Upon conversion, REG may elect to deliver cash in lieu of shares of its Class A common stock or a combination of cash and shares of Class A common stock. The conversion price and the number of shares delivered on conversion are subject to adjustment upon certain events.

        In connection with the issuance of the 6.25% convertible senior notes, REG used approximately $6.6 million of the net proceeds of the offering to enter into convertible note hedge and warrant transactions with respect to its Class A common stock to reduce the potential dilution from conversion of the 6.25% convertible senior notes. Under the terms of the convertible note hedge arrangement (the "2008 Convertible Note Hedge") with Credit Suisse Capital LLC, or Credit Suisse Capital, REG paid $12.6 million for a forward purchase option contract under which REG is entitled to purchase from Credit Suisse a fixed number of shares of REG's Class A common stock (at April 1, 2010, at a price

30

Table of Contents

per share of $23.0336). In the event of the conversion of the 6.25% convertible senior notes, this forward purchase option contract allows REG to purchase, at a fixed price equal to the implicit conversion price of shares issued under the 6.25% convertible senior notes, a number of shares of Class A common stock equal to the shares that REG would issue to a note holder upon conversion. Settlement terms of this forward purchase option allow REG to elect cash or share settlement based on the settlement option it chooses in settling the conversion feature of the 6.25% convertible senior notes.

        REG also sold to Credit Suisse Capital a warrant (the "2008 Warrant") to purchase shares of REG's Class A common stock. The 2008 Warrant is currently exercisable for approximately 8.7 million shares of REG's Class A common stock at a April 1, 2010 exercise price of $25.376 per share (which exercise price may be adjusted pursuant to the provisions of the 2008 Warrant). REG received $6.0 million in cash from Credit Suisse Capital in return for the sale of this forward share purchase option contract. Credit Suisse Capital cannot exercise the 2008 Warrant unless and until a conversion event occurs. REG has the option of settling the 2008 Warrant in cash or shares of its Class A common stock.

        The 2008 Convertible Note Hedge and the 2008 Warrant allow REG to acquire sufficient Class A common shares from Credit Suisse Capital to meet REG's obligation to deliver Class A common shares upon conversion by the note holder, unless the Class A common share price exceeds $25.376 (as of April 1, 2010). When the fair value of REG's Class A common shares exceeds such price, the equity contracts no longer have an offsetting economic impact, and accordingly will no longer be effective as a share-for-share hedge of the dilutive impact of possible conversion.

        The 6.25% convertible senior notes allow REG to settle any conversion by remitting to the note holder the accreted value of the note in cash plus the conversion spread (the excess conversion value over the accreted value) in either cash, shares of REG's Class A common stock or a combination of stock and cash.

        Lease Financing Arrangements—These obligations primarily represent capitalized lease obligations resulting from the requirements of ASC Subtopic 840-40—Leases—Sale-Leaseback Transactions.

31

Table of Contents

DESCRIPTION OF THE NOTES

        You can find the definitions of certain terms used in this description under "—Certain Definitions." In this description, the words "we," "us," "our," the "issuer," and the "Company" refer only to Regal Cinemas Corporation and not to any of its subsidiaries and references to "Parent Guarantor" refer only to Regal Entertainment Group and not to any of its subsidiaries.

        We will issue $250.0 million in aggregate principal amount of 8.625% senior notes due 2019 under an indenture dated July 15, 2009 (as may be amended and restated from time to time, the "Indenture"), between us and U.S. Bank National Association, as trustee (the "Trustee") as supplemented by a First Supplemental Indenture to be executed by the Company, Parent Guarantor, each of the Subsidiary Guarantors and the Trustee, substantially in the form attached as Exhibit 4.2 of the registration statement to which this prospectus is included. The notes include the terms stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (the "Trust Indenture Act").

        The notes offered hereby are additional notes issued under the Indenture. On July 15, 2009, we issued and sold $400.0 million aggregate principal amount of notes under the Indenture at a price equal to 97.561% of their face in a transaction exempt from registration under the Securities Act, all of which notes were subsequently exchanged for 8.625% senior notes due 2019 registered under the Securities Act. The notes offered hereby will be part of the same series as, and holders thereof will vote on any matter submitted to noteholders with, holders of the existing 8.625% senior notes due 2019. As used in this Description of the Notes, the term "notes" means the notes offered hereby and our previously issued notes, unless otherwise indicated or the context otherwise requires.

        The following description is only a summary of the material provisions of the Indenture and does not purport to be complete and is qualified in its entirety by reference to the provisions of the Indenture, including the definitions therein of certain terms used below. We urge you to read the Indenture because it, not this description, defines your rights as holders of the notes.

Brief Description of the Notes and the Guarantees

        The notes:

•

are our general unsecured senior obligations;



•

rank senior in right of payment to all of our existing and future subordinated Indebtedness, including our 9.375% senior subordinated notes due 2012;



•

are equal in right of payment with all of our existing and future senior Indebtedness, without giving effect to collateral arrangements;



•

are effectively subordinated to all of our secured Indebtedness, including Indebtedness under the Credit Agreement, as to the assets securing such Indebtedness;



•

are effectively subordinated to all Indebtedness of our non-Guarantor subsidiaries, as to the assets of such non-Guarantor subsidiary; and



•

are fully and unconditionally guaranteed, jointly and severally, on a senior basis by each of the Guarantors.

        The Guarantees:

•

are general senior unsecured senior obligations of the Parent Guarantor and Subsidiary Guarantors;

32

Table of Contents

•

rank senior in right of payment to any existing and future subordinated Indebtedness of the Parent Guarantor and Subsidiary Guarantors, including the guarantees of Regal Cinemas' existing 9.375% senior subordinated notes due 2012;



•

are equal in right of payment with any existing and future senior Indebtedness of the Parent Guarantor and Subsidiary Guarantors, without giving effect to collateral arrangements, including Parent Guarantor's 6.25% convertible senior notes due 2011;



•

are effectively subordinated to any secured Indebtedness of the Parent Guarantor and Subsidiary Guarantors, including Subsidiary Guarantors' Guarantees of Indebtedness under the Credit Agreement, as to the assets securing such Indebtedness; and



•

are structurally subordinated to all existing and future Indebtedness and other liabilities of any of the Guarantors' subsidiaries that is not a guarantor of the notes.

Principal, Maturity and Interest

        The notes will mature on July 15, 2019. We will issue up to $250.0 million aggregate principal amount of notes in this offering and, subject to compliance with the limitations described under "—Certain Covenants—Limitation on Consolidated Indebtedness," we can issue an unlimited amount of additional notes in the future as part of the same series or as an additional series. Subject to the qualifications expressed in the third paragraph of this Description of Notes, any additional notes that we issue in the future will be identical in all respects to the existing 8.625% senior notes and notes that we are issuing now, except that notes issued in the future will have different issuance prices and issuance dates and may have different CUSIP numbers. We will issue notes only in fully registered form without coupons, in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

        Interest on the notes offered hereby will accrue at a rate of 8.625% per annum and will be payable semi-annually in arrears on July 15 and January 15, commencing on July 15, 2010. We will pay interest to those persons who were holders of record at the close of business on July 1 or January 1 next preceding the interest payment date.

        Interest on the notes offered hereby will accrue from January 15, 2010. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Ranking

        The notes are our general unsecured obligations and rank senior in right of payment to all existing and future Indebtedness that is expressly subordinated in right of payment to the notes, including our 9.375% senior subordinated notes. The notes rank equally in right of payment with all of our existing and future liabilities that are not so subordinated and are effectively subordinated to all of our secured Indebtedness, including Indebtedness under the Credit Agreement, to the extent of the value of the assets that secure such Indebtedness, and the liabilities of our non-guarantor Subsidiaries. As of April 1, 2010, on an as adjusted basis to give effect to this offering, borrowings under the term loan from the new senior credit facility, repayment of Regal Cinemas' existing senior credit facility, repurchase of Regal Cinemas' 9.375% senior subordinated notes due 2012 and the application of the estimated net proceeds as contemplated under the caption "Use of Proceeds," the notes and the guarantees would have ranked effectively junior to approximately $1,250.0 million of Regal Cinemas' senior secured indebtedness under its new senior credit facility and would have ranked pari passu with Regal Cinemas' subsidiaries approximately $679.3 million of capital lease financing and other obligations, REG's 6.25% convertible senior notes due 2011 and Regal Cinemas' existing 8.625% senior notes due 2019.

33

Table of Contents

        In the event of bankruptcy, liquidation, reorganization or other winding up of the Company or the Parent Guarantor or the Subsidiary Guarantors or upon a default in payment with respect to, or the acceleration of, Indebtedness under the Credit Agreement or any other secured Indebtedness, the assets of the Company and the Parent Guarantor and the Subsidiary Guarantors that secure secured Indebtedness will be available to pay obligations on the notes and the Parent Guarantee and the Subsidiary Guarantees only after all Indebtedness under the Credit Agreement and other secured Indebtedness has been repaid in full from such assets.

        We are a holding company and all of our operations are conducted through our subsidiaries. Therefore, our ability to service our Indebtedness, including the notes, is dependent upon the earnings of our subsidiaries and their ability to distribute those earnings as dividends, loans or other payments to us. Certain laws restrict the ability of our subsidiaries to pay dividends and make loans and advances to us. If these restrictions apply to our subsidiaries, then we would not be able to use the earnings of these subsidiaries to make payments on the notes. In addition, we only have a stockholder's claim on the assets of our subsidiaries. This stockholder's claim is junior to the claims that creditors have against those subsidiaries.

        Our ultimate parent, REG, Guarantees the notes, though it is not directly subject to the covenants under the Indenture. Not all of our subsidiaries will Guarantee the notes; the notes are Guaranteed only by each of our subsidiaries that Guarantees any of our other Indebtedness. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor subsidiaries, the non-guarantor subsidiaries will pay the holders of their debt and trade creditors before they will be able to distribute any of their assets to us. The notes are effectively subordinated in right of payment to existing and future liabilities of our non-guarantor subsidiaries. As of April 1, 2010, Regal Cinemas' subsidiaries that are not guarantors accounted for approximately $238.8 million, or 8.1%, of REG's total revenues for the 52 weeks ended April 1, 2010, approximately $183.0 million, or 7.1%, of REG's total assets and approximately $84.3 million, or 3.0%, of REG's total liabilities. See "Risk Factors—Risks Related to the Notes and This Offering."

Parent Guarantee

        The Parent Guarantor fully and unconditionally guarantees on a senior unsecured basis the Company's obligations under the notes and all obligations under the Indenture. The Parent Guarantor agrees to pay, in addition to the amount stated above, any and all costs and expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the holders of notes in enforcing any rights under the Parent Guarantee. The obligations of the Parent Guarantor under its Parent Guarantee rank equally in right of payment with other senior unsecured Indebtedness of the Parent Guarantor, except to the extent such other Indebtedness is expressly subordinate to the obligations arising under such Parent Guarantee. The Parent Guarantee is effectively subordinated to any secured Indebtedness of Parent Guarantor to the extent of the value of the assets securing such secured Indebtedness (other than to the extent that any such assets also secure the Parent Guarantee on an equal and ratable or priority basis). The Parent Guarantee is also effectively subordinated to all liabilities of each Subsidiary of the Parent Guarantor.

        If the Parent Guarantor and the Company merge with each other or consolidate together in a transaction permitted by the provisions set forth under "—Merger and Sale of Substantially All Assets", then the Parent Guarantee shall automatically be terminated upon the consummation of such merger or consolidation and shall no longer have any effect from such time.

Subsidiary Guarantees

        The Subsidiary Guarantors, jointly and severally, fully and unconditionally guarantee on a senior unsecured basis the Company's obligations under the notes and all obligations under the Indenture.

34

Table of Contents

Such Subsidiary Guarantors agree to pay, in addition to the amount stated above, any and all costs and expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the holders of notes in enforcing any rights under the Subsidiary Guarantees. The obligations of each Subsidiary Guarantors under its Subsidiary Guarantee rank equally in right of payment with other senior unsecured Indebtedness of such Subsidiary Guarantors, except to the extent such other Indebtedness is expressly subordinate to the obligations arising under such Subsidiary Guarantees.

        Although the Indenture limits the amount of Indebtedness that Subsidiaries may incur, such Indebtedness may be substantial and a significant portion of it may be Indebtedness of Subsidiary Guarantors and may be secured. The Indenture governing the notes provides that the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee are limited as necessary to prevent that Subsidiary Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law.

        In the event a Subsidiary Guarantor is sold or disposed of (whether by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not the Subsidiary Guarantor is the surviving entity in such a transaction involving a Person that is not the Company or a Subsidiary of the Company, such Subsidiary Guarantor will be released from its obligations under the Indenture and its Subsidiary Guarantee if:

(1)

no Default or Event of Default will have occurred or be continuing or would occur as a consequence of a release of the obligations of such Subsidiary Guarantor; and



(2)

all the obligations of such Subsidiary Guarantor under the Credit Agreement and related documentation and any other obligations of such Subsidiary Guarantor relating to any other Indebtedness of the Company or its Subsidiaries terminate upon consummation of such transaction.

        In addition, a Subsidiary Guarantor will be released from its obligations under the Indenture and its Subsidiary Guarantee if (1) the conditions relating to legal defeasance are satisfied in accordance with the Indenture or (2) the Company designates such Subsidiary as an Unrestricted Subsidiary and such designation complies with the other provisions of the Indenture.

Optional Redemption

        Except as set forth below, the notes will not be redeemable at our option prior to July 15, 2014.

        At any time prior to July 15, 2014, we may redeem all or any portion of the notes, at once or over time, upon notice as described under "—Selection and Notice." The notes may be redeemed at a redemption price equal to 100% of the principal amount of notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, to the redemption date (subject to the rights of holders on the relevant record date to receive interest due on the relevant interest payment date).

        On or after July 15, 2014, we may redeem all or any portion of the notes, at once or over time, upon notice as described under "—Selection and Notice." The notes may be redeemed at the redemption prices set forth below, plus accrued and unpaid interest, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). The following prices are for notes redeemed during the 12-month period

35

Table of Contents

commencing on July 15 of the years set forth below, and are expressed as percentages of principal amount.