UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, DC 20549

 

 

 

 

 

SCHEDULE 13D

 

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 4)*

 

National CineMedia, Inc.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

635309107

(CUSIP Number)

 

Peter B. Brandow

Executive Vice President, General Counsel and Secretary

Regal Entertainment Group

7132 Regal Lane

Knoxville, Tennessee  37918

(865) 922-1123

 

Keith A. Trammell

Hogan Lovells US LLP

1200 Seventeenth Street, Suite 1500

Denver, Colorado 80202

(303) 899-7300

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

March 14, 2013

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. x

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

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

 

(Continued on following pages)

 


 

CUSIP No.   635309107

 

 

1

Names of Reporting Persons
Regal Entertainment Group

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
-0- shares

 

8

Shared Voting Power
24,332,152 shares(1)

 

9

Sole Dispositive Power
-0- shares

 

10

Shared Dispositive Power
24,332,152 shares(1)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
24,332,152 shares(1)

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
30.9%

 

 

14

Type of Reporting Person (See Instructions)
CO

 

(1) Consists of 24,332,152 common membership units of National CineMedia, LLC, which are held by two of Regal Entertainment Group’s wholly owned subsidiaries, Regal CineMedia Holdings, LLC and Regal Cinemas, Inc. (as more fully explained in Item 5 to this Amendment No. 4), and which are immediately redeemable on a one-to-one basis for shares of National CineMedia, Inc. Common Stock, or a cash payment equal to the market price of one share of National CineMedia, Inc.’s Common Stock.

 

2


 

CUSIP No.   635309107

 

 

1

Names of Reporting Persons
Anschutz Company

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
-0- shares

 

8

Shared Voting Power
24,332,152 shares(1), (2)

 

9

Sole Dispositive Power
-0- shares

 

10

Shared Dispositive Power
24,332,152 shares(1), (2)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
24,332,152 shares(1), (2)

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
30.9%

 

 

14

Type of Reporting Person (See Instructions)
CO

 

(2) Anschutz Company beneficially owns 73,708,639 shares of Class A Common Stock (“Class A Common Stock”) of Regal Entertainment Group through its ownership of 23,708,639 shares of Class B Common Stock of Regal Entertainment Group, which are convertible into a like number of shares of Class A Common Stock and 50,000,000 shares of Class A Common Stock.  Such ownership represents approximately 77.8% of the voting power of Regal Entertainment Group.  Therefore, Anschutz Company may be deemed to control Regal Entertainment Group.  Philip F. Anschutz owns 100% of the outstanding capital stock of Anschutz Company.  Therefore, Mr. Anschutz may be deemed to control Anschutz Company.  As a result, each of them may be deemed to share the power to vote and dispose of the shares of Common Stock of National CineMedia, Inc. that may be deemed to be beneficially owned by Regal Entertainment Group.  Each of Anschutz Company and Mr. Anschutz expressly disclaims beneficial ownership of such shares.

 

3


 

CUSIP No.   635309107

 

 

1

Names of Reporting Persons
Philip F. Anschutz

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
-0- shares

 

8

Shared Voting Power
24,332,152 shares(1), (2)

 

9

Sole Dispositive Power
-0- shares

 

10

Shared Dispositive Power
24,332,152 shares(1), (2)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
24,332,152 shares(1), (2)

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
30.9%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

4


 

EXPLANATORY NOTE

 

This Amendment No. 4 (“Amendment No. 4”) to the Schedule 13D originally filed with the Securities and Exchange Commission on May 23, 2008 by Regal Entertainment Group (“Regal”), Anschutz Company (“Anschutz Co.”) and Philip F. Anschutz (“Mr. Anschutz,” and with each of Regal, Anschutz Co., and Mr. Anschutz being referred to herein as a “Reporting Person,” and collectively, the “Reporting Persons”) and amended on March 20, 2009, March 26, 2009 and February 14, 2011 (as so amended, the “Schedule 13D”), with respect to the common stock, par value $0.01 per share (the “Common Stock”) of National CineMedia, Inc., a Delaware corporation (“National CineMedia”) is being filed by the Reporting Persons pursuant to Rule 13d-1(k)  under the Securities Exchange Act of 1934, as amended, and the joint filing agreement filed as Exhibit C to the Schedule 13D filed on May 23, 2008, to reflect the issuance of additional common units of National CineMedia, LLC (“NCM Units”) pursuant to the Common Unit Adjustment Agreement as described in Item 3.  This Amendment No. 4 reflects changes to Items 3, 4 and 5 of the Schedule 13D. Capitalized terms used but not otherwise defined herein shall have their respective meanings under the Common Unit Adjustment Agreement or the Schedule 13D, as applicable.

 

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended to add the following:

 

On March 17, 2011, pursuant to the Common Unit Adjustment Agreement dated February 13, 2007, by and among National CineMedia, National CineMedia, LLC, Regal CineMedia Holdings, LLC (“Regal CineMedia”), American Multi-Cinema, Inc., Cinemark Media, Inc., Regal Cinemas, Inc. (“RCI”) and Cinemark USA, Inc., (the “Common Unit Adjustment Agreement”) as described in Item 3 of the Schedule 13D originally filed on May 23, 2008 and incorporated by reference to Exhibit A thereto, Regal received, through its wholly owned subsidiary, RCI, from National CineMedia 607,470 newly issued NCM Units in accordance with the 2010 Annual Adjustment.  In accordance with the terms of the Common Unit Adjustment Agreement, no payments were made by or on behalf of any party in exchange for the NCM Units received by RCI pursuant to the 2010 Annual Adjustment. 

 

On March 15, 2012, pursuant to the Common Unit Adjustment Agreement, Regal received, through its wholly owned subsidiary, RCI, from National CineMedia 52,888 newly issued NCM Units in accordance with the 2011 Annual Adjustment.  In accordance with the terms of the Common Unit Adjustment Agreement, no payments were made by or on behalf of any party in exchange for the NCM Units received by RCI pursuant to the 2011 Annual Adjustment. 

 

On March 14, 2013, pursuant to the Common Unit Adjustment Agreement, Regal received, through its wholly owned subsidiary, RCI, from National CineMedia 2,219,002 newly issued NCM Units in accordance with the 2012 Annual Adjustment.  In accordance with the terms of the Common Unit Adjustment Agreement, no payments were made by or on behalf of any party in exchange for the NCM Units received by RCI pursuant to the 2012 Annual Adjustment.

 

 

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

 

Regal acquired NCM Units in accordance with the Annual Adjustments in 2010, 2011 and 2012 for investment purposes pursuant to the terms of the Common Unit Adjustment Agreement.

 

 

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended to replace Item 5(a) with the following:

 

(a)   As a result of the 2,879,360 NCM Units that Regal obtained in accordance with the Annual Adjustments in 2010, 2011 and 2012, Regal currently may be deemed to beneficially own 24,332,152 shares of Common Stock through its ownership of Regal CineMedia and RCI.  NCM Units are immediately redeemable on a one-to-one basis for shares of Common Stock, or a cash payment equal to the market price of one share of Common Stock. 

 

5


 

Regal’s beneficial ownership of 24,332,152 shares of Common Stock equals approximately 30.9% of the Issuer’s issued and outstanding shares of Common Stock on an as-converted basis.

 

Regal CineMedia is a wholly owned subsidiary of Regal CineMedia Corporation (“RCM”).  RCM is a wholly owned subsidiary of RCI.  RCI is a wholly owned subsidiary of Regal Cinemas Corporation (“RCC”).  RCC is a wholly owned subsidiary of Regal Entertainment Holdings, Inc. (“REH”).  REH is a wholly owned subsidiary of Regal.  As a result, each of them may be deemed to share the power to vote and dispose of the Shares of Common Stock that may be deemed to be beneficially owned by Regal. 

 

Anschutz Company beneficially owns 73,708,639 shares of Class A Common Stock (“Class A Common Stock”) of Regal through its ownership of 23,708,639 shares of Class B Common Stock of Regal, which are convertible into a like number of shares of Class A Common Stock, and 50,000,000 shares of Class A Common Stock.  Such ownership represents approximately 77.8% of the voting power of Regal.  Therefore, Anschutz Company may be deemed to control Regal.  Philip F. Anschutz owns 100% of the outstanding capital stock of Anschutz Company.  Therefore, Mr. Anschutz may be deemed to control Anschutz Company.  As a result, each of them may be deemed to share the power to vote and dispose of the shares of Common Stock that may be deemed to be beneficially owned by Regal. 

 

By virtue of their relationship, Regal, Anschutz Company or Mr. Anschutz may be deemed to beneficially own the Common Stock subject of this Amendment No. 4.  Neither the filing of this Amendment No. 4 nor any of its contents shall be deemed to constitute an admission that any Reporting Person (other than Regal), or any executive officer or director of Regal or Anschutz Company, who are listed in Schedule A hereto, is the beneficial owner of the Common Stock subject of this Amendment No. 4 for purposes of Section 13(d) of the Exchange Act or for any other purpose, and such beneficial ownership is expressly disclaimed.

 

6


 

Schedule A

Directors and Executive Officers

 

The name, principal occupation and business address of each director and executive officer of Regal Entertainment Group, its relevant wholly owned subsidiaries, and Anschutz Company are set forth below.  All of the persons listed below are citizens of the United States of America, unless otherwise indicated.

 

Name

 

Business Address

 

Position(s) with Reporting Person(s) and
Present Principal Occupation

Amy E. Miles

 

7132 Regal Lane

Knoxville, TN 37918

 

·                Chief Executive Officer and Director of Regal Entertainment Group

·                President and Director of Regal CineMedia Corporation

·                President of Regal CineMedia Holdings, LLC

·                  Chief Executive Officer and Director of Regal Entertainment Holdings, Inc., Regal Cinemas Corporation and Regal Cinemas, Inc.

Gregory W. Dunn

 

7132 Regal Lane

Knoxville, TN 37918

 

·                  President and Chief Operating Officer of Regal Entertainment Group

·                Vice President and Director of Regal CineMedia Corporation

·                  Vice President of Regal CineMedia Holdings, LLC

·                  President, Chief Operating Officer and Director of Regal Entertainment Holdings, Inc., Regal Cinemas Corporation and Regal Cinemas, Inc.

David H. Ownby

 

7132 Regal Lane

Knoxville, TN 37918

 

·                Executive Vice President, Chief Financial Officer and Treasurer of Regal Entertainment Group

·                Vice President, Treasurer and Director of Regal CineMedia Corporation

·                  Vice President and Treasurer of Regal CineMedia Holdings, LLC

·                Executive Vice President, Chief Financial Officer, Treasurer and Director of Regal Entertainment Holdings, Inc., Regal Cinemas Corporation and Regal Cinemas, Inc.

Peter B. Brandow

 

7132 Regal Lane

Knoxville, TN 37918

 

·                  Executive Vice President, General Counsel and Secretary of Regal Entertainment Group

·                Vice President and Secretary of Regal CineMedia Corporation and Regal CineMedia Holdings, LLC

·                Executive Vice President, General Counsel and Secretary of Regal Entertainment Holdings, Inc., Regal Cinemas Corporation and Regal Cinemas, Inc.

Thomas D. Bell, Jr.

 

3399 Peachtree Street,

Suite 1010

Atlanta, GA 30326

 

·                Director of Regal Entertainment Group

·                Chairman of Mesa Capital Partners

Charles E. Brymer

 

35 Lakewood Circle North

Greenwich, CT 06830

 

·                Director of Regal Entertainment Group

·                President and Chief Executive Officer of DDB Worldwide Communications Group, Inc.

Michael L. Campbell

 

3765 Jackson Bend Dr.

Louisville, TN 37777

 

·                  Chairman of the Board of Regal Entertainment Group

Stephen A. Kaplan

 

333 Grand Avenue

28th Floor

Los Angeles, CA 90071

 

·                  Director of Regal Entertainment Group

·                  Principal of Oaktree Capital Management, LLC

 

7


 

David H. Keyte

 

2181 South Clayton Street

Denver, CO 80210

 

·                Director of Regal Entertainment Group

·                  Chief Executive Officer and Director of Caerus Oil and Gas, LLC

Lee M. Thomas

 

3918 Alhambra Dr. West

Jacksonville, FL 32207

 

·                  Director of Regal Entertainment Group

Jack Tyrrell

 

1201 16th Avenue South

Nashville, TN 37212

 

·                Director of Regal Entertainment Group

·                  Managing Partner of Richland Ventures II, L.P. and Richland Ventures III, L.P.

Nestor R. Weigand, Jr.

 

150 N. Market

Wichita, KS 67202

 

·                  Director of Regal Entertainment Group

·                  Chairman and Chief Executive Officer of J.P. Weigand & Sons, Inc.

Alex Yemenidjian

 

3801 Las Vegas Blvd.

South Las Vegas, NV 89109

 

·                Director of Regal Entertainment Group

·                Chairman of the Board and Chief Executive Officer of Tropicana Las Vegas Casino and Hotel, Inc.

·                  Chairman of the Board and Chief Executive Officer of Armenco Holdings, LLC

Philip F. Anschutz

 

555 17th Street,

Suite 2400

Denver, CO 80202

 

·                Chairman, Chief Executive Officer and Director of Anschutz Company

Cannon Y. Harvey

 

555 17th Street,

Suite 2400

Denver, CO 80202

 

·                President, Chief Operating Officer and Director of Anschutz Company

Craig D. Slater

 

555 17th Street,

Suite 2400

Denver, CO 80202

 

·                Vice President and Director of Anschutz Company

Bruce F. Black

 

555 17th Street,

Suite 2400

Denver, CO 80202

 

·                Executive Vice President and General Counsel of Anschutz Company

Steven A. Cohen

 

555 17th Street,

Suite 2400

Denver, CO 80202

 

·                Executive Vice President of Anschutz Company

Scott T. Carpenter

 

555 17th Street,

Suite 2400

Denver, CO 80202

 

·                Vice President of Anschutz Company

Matt Anctil

 

555 17th Street,

Suite 2400

Denver, CO 80202

 

·                Vice President of Anschutz Company

Richard M. Jones

 

555 17th Street,

Suite 2400

Denver, CO 80202

 

·                Vice President, Senior General Counsel and Secretary of Anschutz Company

Wayne A. Barnes

 

555 17th Street,

Suite 2400

Denver, CO 80202

 

·                Vice President and Chief Financial Officer of Anschutz Company

Thomas G. Kundert

 

555 17th Street,

Suite 2400

Denver, CO 80202

 

·                Treasurer and Assistant Secretary of Anschutz Company

Michael B. Hilger

 

555 17th Street,

Suite 2400

Denver, CO 80202

 

·                Assistant Vice President

 

8


 

SIGNATURE

 

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

 

Date: March 18, 2013

REGAL ENTERTAINMENT GROUP

 

 

 

 

 

 

 

By:

/s/ Peter B. Brandow

 

Name:

Peter B. Brandow

 

Title:

Executive Vice President, General Counsel and Secretary

 

 

 

 

 

 

Date: March 18, 2013

ANSCHUTZ COMPANY

 

 

 

 

 

 

 

By:

Philip F. Anschutz

 

Title:

Chairman

 

 

 

 

By:

/s/ Robert M. Swysgood

 

Name:

Robert M. Swysgood

 

Title:

Attorney-in-Fact

 

 

 

 

 

 

Date: March 18, 2013

PHILIP F. ANSCHUTZ

 

 

 

 

 

 

By:

/s/ Robert M. Swysgood

 

Name:

Robert M. Swysgood

 

Title:

Attorney-in-Fact

 

9