<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
CARMIKE CINEMAS, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/X/ Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
CARMIKE CINEMAS, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
MAY 8, 1995
The Annual Meeting of Shareholders of Carmike Cinemas, Inc. will be
held at the offices of Troutman Sanders, NationsBank Plaza, 600 Peachtree
Street, N.E., 52nd Floor, Atlanta, Georgia on Monday, May 8, 1995, commencing
at 11:00 a.m., E.D.T.
At the meeting the shareholders will be asked to:
1. Elect six (6) directors to serve for the ensuing year or until
their successors are duly elected and have qualified;
2. Approve an amendment to the Company's Restated Certificate of
Incorporation to increase the number of authorized shares of
the Company's Class A Common Stock from 15,000,000 shares to
22,500,000 shares; and
3. Transact any other business which may properly be brought
before the meeting.
The Board of Directors has fixed the close of business on March 15,
1995 as the record date for the determination of shareholders entitled to
notice of, and to vote at, the annual meeting or any adjournment thereof.
Please mark, sign and date the enclosed proxy card and mail it promptly in the
accompanying envelope.
By Order of the Board of Directors,
LARRY M. ADAMS
Secretary
Columbus, Georgia
March 29, 1995
IMPORTANT
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE
AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENVELOPE WHICH HAS BEEN
PROVIDED. IN THE EVENT YOU ATTEND THE ANNUAL MEETING, YOU MAY REVOKE YOUR
PROXY AND VOTE YOUR SHARES IN PERSON.
<PAGE> 3
CARMIKE CINEMAS, INC.
PROXY STATEMENT
FOR THE
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
MAY 8, 1995
This proxy statement and the accompanying proxy card are furnished to
the shareholders of Carmike Cinemas, Inc. (the "Company") in connection with
the solicitation of proxies by the Board of Directors of the Company for use at
the Annual Meeting of Shareholders of the Company to be held on May 8, 1995, at
the offices of Troutman Sanders, NationsBank Plaza, 600 Peachtree Street, N.E.,
52nd Floor, Atlanta, Georgia at 11:00 a.m., E.D.T and any adjournments thereof.
All shareholders are encouraged to attend the meeting. Your proxy is
requested, however, whether or not you attend in order to assure maximum
participation.
At the Annual Meeting, shareholders will be requested to act upon the
matters set forth in this proxy statement. If you are not present at the
meeting, your shares can be voted only when represented by proxy. You may
cancel your proxy before balloting begins by notifying the Secretary of the
Company in writing at the Company's principal executive offices. In addition,
any proxy signed and returned by you may be revoked at any time before it is
voted by delivering a new duly executed proxy card bearing a later date or by
appearing and voting in person at the meeting. It is anticipated that this
proxy statement and accompanying proxy card will first be mailed to the
Company's shareholders on or about March 29, 1995. The Company's 1994 Annual
Report to Shareholders, which should be read in conjunction with the matters
discussed in this proxy statement, is also enclosed. The expenses incidental
to the preparation and mailing of this proxy material are being paid by the
Company. No solicitation is planned beyond the mailing of this proxy material
to shareholders.
The principal executive offices of the Company are located at 1301
First Avenue, Columbus, Georgia 31901-2109. The telephone number is (706)
576-3400.
The close of business on March 15, 1995 has been fixed as the record
date for the determination of shareholders of the Company entitled to notice of
and to vote at the Annual Meeting. On that date the Company had outstanding
9,740,101 shares of its Class A Common Stock, $.03 par value (the "Class A
Common Stock"), and 1,420,700 shares of its Class B Common Stock, $.03 par
value (the "Class B Common
<PAGE> 4
Stock" and, together with the Class A Common Stock, the "Common Stock"). Each
share of Class A Common Stock entitles the holder thereof to one vote per share
on all matters properly coming before the meeting. Each share of Class B
Common Stock entitles the holder thereof to ten votes per share on all matters
properly coming before the meeting.
Directors are elected by a plurality of the votes cast by the holders
of the Company's Class A Common Stock and Class B Common Stock voting
together as a single class at a meeting at which a quorum is present. Votes
may be cast in favor of or withheld from each nominee; votes that are withheld
will be excluded entirely from the vote and will have no effect. The
affirmative vote of the holders of a majority of the votes of the outstanding
Class A Common Stock and Class B Common Stock, and the affirmative vote of the
holders of a majority of the votes of the outstanding Class A Common Stock,
voting as a separate class, is required for approval of the amendment to the
Company's Restated Certificate of Incorporation (the "Certificate of
Incorporation") as set forth at Item II herein. The abstention by any
shareholder or the failure of any shareholder to vote his or her shares on the
proposed amendment will have the same effect as a vote against the proposed
amendment. In addition, under applicable Delaware law, a broker non-vote with
respect to the proposed amendment will have the same effect as a vote against
that proposal and will have no effect on the outcome of the election of
directors.
I. ELECTION OF DIRECTORS
The Board of Directors has nominated the six individuals named below
for election as directors of the Company, each to serve until the next annual
meeting of shareholders and until his respective successor shall be duly
elected and shall qualify. All of the individuals nominated by the Board of
Directors for election are presently directors of the Company. It is the
present intention of the persons named in the accompanying form of proxy to
vote such proxy (unless authority to so vote is withheld) for the election of
the six nominees named below as directors of the Company.
The Board of Directors expects that each of the nominees will be
available to stand for election and to serve as director. However, in the
event a vacancy among the original nominees occurs prior to the meeting, the
proxies will be voted for a substitute nominee or nominees named by the Board
and for the remaining nominees.
The following is a brief description of the business experience of
each nominee for at least the past five years. For purposes of this
description, references to the Company include the Company's predecessor,
Martin Theatres, Inc.
-2-
<PAGE> 5
C.L. PATRICK, age 76, who has served as Chairman of the Board of
Directors of the Company since April 1982, joined the Company in 1945, became
its General Manager in 1948 and served as President of the Company from 1969 to
1970. He served as President of Fuqua Industries, Inc. from 1970 to 1978 and
as Vice Chairman of the Board of Directors of Fuqua Industries, Inc. from 1978
to 1982. Mr. Patrick is a director emeritus of Columbus Bank & Trust Company.
MICHAEL W. PATRICK, age 44, has served as President of the Company
since October 1981, a director of the Company since April 1982 and Chief
Executive Officer since March 29, 1989. He joined the Company in 1970 and
served in a number of operational and film booking and buying capacities prior
to becoming President. Mr. Patrick is a director of Columbus Bank & Trust
Company. He also serves as a director of the Will Rogers Institute and Welcome
Home, Inc.
CARL L. PATRICK, JR., age 48, has served as a director of the Company
since April 1982. He was the Director of Taxes for the Atlanta, Georgia office
of Arthur Young & Co. from October 1984 to September 1986, and is currently
self-employed. Previously, he was a certified public accountant with Arthur
Anderson & Co. from 1976 to October 1984. Mr. Patrick served two terms as
Chairman of the Board of Summit Bank Corporation and currently serves as a
director of that company. Mr. Patrick is Co-Chairman of PGL Entertainment
Corp.
JOHN W. JORDAN, II, age 46, has been a director of the Company since
April 1982. He is a co-founder and managing partner of The Jordan Company,
which was founded in 1982. Mr. Jordan is a managing partner of
Jordan/Zalaznick Capital Company and Chairman of the Board and Chief Executive
Officer of Jordan Industries, Inc. From 1973 until 1982, he was a Vice
President of Carl Marks & Company, a New York investment banking company. Mr.
Jordan is a director of Jones Plumbing Systems, Inc., Apparel Ventures, Inc.
and Leucadia National Corporation, as well as the companies in which The Jordan
Company holds investments.
CARL E. SANDERS, age 69, has been a director of the Company since
April 1982. He is engaged in the private practice of law as Chairman of
Troutman Sanders, an Atlanta, Georgia law firm. Mr. Sanders is a director of
The Actava Group, Inc., First Union Corporation of Georgia, Healthdyne, Inc.,
Norrell Corporation and Roadmaster Industries, Inc.
DAVID W. ZALAZNICK, age 40, has served as a director of the Company
since April 1982. He is a co-founder and general partner of The Jordan
Company, a managing partner of Jordan/Zalaznick Capital Company and a director
of Jordan Industries, Inc. From 1978 to 1980, he worked as an investment
banker with Merrill Lynch White Weld Capital Markets Group and, from 1980 until
the formation of The Jordan Company in
-3-
<PAGE> 6
1982, Mr. Zalaznick was a Vice President of Carl Marks & Company. Mr.
Zalaznick is a director of Jones Plumbing Systems, Inc., Custom Chrome,
Inc., American Safety Razor Company, Apparel Ventures, Inc., Cookies USA, Inc.
and NewFlo Corp., as well as the companies in which The Jordan Company holds
investments.
Messrs. Michael W. Patrick and Carl L. Patrick, Jr. are the sons of
Mr. C.L. Patrick.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES SET FORTH ABOVE.
ADDITIONAL INFORMATION
BOARD MEETINGS
The business of the Company is managed by or under the direction of
the Board of Directors. The Board of Directors met on one occasion during the
year ended December 31, 1994, and took action by unanimous written consent in
lieu of a meeting on eight occasions. Each of the directors attended all of
the aggregate of (1) the total meetings of the Board of Directors and (2) the
total number of meetings held by all committees of the Board on which he
served, during the periods that he served. Each non-salaried director of the
Company receives a $6,000 fee per annum for his services as a director plus
$500 for each meeting of the Board at which he participates in person.
COMMITTEES OF THE BOARD OF DIRECTORS
The Stock Option Committee, which consists of Messrs. C.L. Patrick,
Carl E. Sanders and John W. Jordan, II, has the authority to determine to whom
options are to be granted under the 1986 Carmike Cinemas, Inc. Class A Stock
Option Plan as well as the type of option and the number of shares subject
thereto. The Stock Option Committee took action by unanimous written consent
in lieu of a meeting on one occasion during the year ended December 31, 1994.
The Audit Committee, which consists of Messrs. John W. Jordan, II and David W.
Zalaznick, recommends the engagement of independent auditors of the Company and
reviews with the independent auditors the scope and results of the Company's
audits, the Company's internal accounting controls and the professional
services furnished by the independent auditors to the Company. The Audit
Committee did not meet during the year ended December 31, 1994. The Real
Estate Committee, which consists of Mr. Michael W. Patrick, has the authority
to determine and designate those real properties owned or leased by the Company
which are no longer necessary for the conduct of its business and operations
and arrange for their disposition.
-4-
<PAGE> 7
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS
The following table sets forth certain information as to the Class A
Common Stock and the Class B Common Stock of the Company beneficially owned by
each person, other than persons whose ownership is reflected under the caption
"Security Ownership of Management," who is known to the Company to own,
directly or indirectly, more than 5% of the outstanding shares of either class
of the Company's Common Stock, and reflects information presented in each such
person's Schedule 13G (and amendments, if any, thereto) as filed with the
Securities and Exchange Commission and provided to the Company.
<TABLE>
<CAPTION>
Title of Amount and Nature of Percent of Total Voting
Name and Address of Beneficial Owner Class Beneficial Ownership Class (1) Interest (2)
---------------------------------------------------------- --------- -------------------- ---------- ------------
<S> <C> <C> <C> <C>
College Retirement Equities Fund . . . . . . . . . . . . Class A 930,500 9.6% 3.9%
730 Third Avenue
New York, New York 10017
Leucadia Investors, Inc. (3)(4) . . . . . . . . . . . . . Class A 589,475 6.1% 2.5%
315 Park Avenue South
New York, New York 10010
T. Rowe Price Associates, Inc. (5) . . . . . . . . . . . Class A 587,924 6.0% 2.5%
100 East Pratt Street
Baltimore, Maryland 21202
</TABLE>
______________________
(1) Percent of Class is with respect to outstanding shares of Class A
Common Stock as of January 15, 1995 (9,739,101 shares outstanding on
that date).
(2) Total Voting Interest reflects ten votes afforded each share of
outstanding Class B Common Stock (14,207,000 votes) and one vote
afforded each share of outstanding Class A Common Stock (9,739,101
votes) for a total of 23,946,101 votes.
(3) Leucadia Investors, Inc. is an indirect wholly-owned subsidiary of
Leucadia National Corporation; both entities are New York
corporations. While Leucadia Investors, Inc. is the record owner of
Class A Common Stock, Leucadia National Corporation may be deemed to
be beneficial owner of such shares by virtue of its shared powers to
direct the voting and disposition by Leucadia Investors, Inc. of such
shares.
(4) John W. Jordan, II, David W. Zalaznick and Leucadia Investors, Inc.
are each a general partner in The Jordan Company, a New York general
partnership organized in 1982, which was one of the three original
investors in the leveraged buyout of the Company in April 1982.
-5-
<PAGE> 8
(5) These securities are owned by various individual and institutional
investors for which T. Rowe Price Associates, Inc. ("Price
Associates") serves as investment adviser with power to direct
investments and/or shared power to vote the securities. For purposes
of the reporting requirements of the Securities Exchange Act of 1934,
Price Associates is deemed to be a beneficial owner of such
securities; however, Price Associates expressly disclaims that it is,
in fact, the beneficial owner of such securities.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information as to the Class A
Common Stock and the Class B Common Stock beneficially owned as of January 15,
1995 by each of the Company's directors, nominees for director, each executive
officer named in the Summary Compensation Table set forth under the caption
"Executive Compensation and Other Information" and all directors and executive
officers as a group.
<TABLE>
<CAPTION>
Title Amount and Nature
of of Beneficial Percent of Total Voting
Name of Beneficial Owner Class Ownership Class (1) Interest (2)
------------------------------------------------ ------- ----------------- ---------- ------------
<S> <C> <C> <C> <C>
C.L. Patrick (3) . . . . . . . . . . . . . . . Class B 369,382 26.0% 15.4% (3)
Class A 19,597 * *
Michael W. Patrick (4) . . . . . . . . . . . . Class B 539,866 38.0% 22.5% (4)
Class A 99,597 1.0% *
Carl L. Patrick, Jr. (5) . . . . . . . . . . . Class B 511,452 36.0% 21.4% (5)
Class A 5,597 * *
Carl E. Sanders (6) . . . . . . . . . . . . . . Class A 63,500 * *
John W. Jordan, II (7)(8) . . . . . . . . . . . Class A 361,185 3.7% 1.5%
David W. Zalaznick (8) . . . . . . . . . . . . Class A 251,790 2.6% 1.1%
John O. Barwick, III (9) . . . . . . . . . . . Class A 17,050 * *
Anthony J. Rhead (10) . . . . . . . . . . . . . Class A 5,000 * *
Larry M. Adams . . . . . . . . . . . . . . . . Class A 400 * *
All Directors and Executive Officers as a Group Class B 1,420,700 100.0% 59.1%
(13 persons) (11)
Class A 823,916 8.4% 3.4%
</TABLE>
____________________
* Indicates less than 1%.
-6-
<PAGE> 9
(1) Percent of Class is with respect to outstanding shares of each class
of Common Stock as of January 15, 1995 (1,420,700 outstanding shares
of Class B Common Stock and 9,739,101 outstanding shares of Class A
Common Stock), plus such additional shares as are subject to purchase
upon exercise of vested options held by the particular person or group
of persons.
(2) Total Voting Interest reflects ten votes afforded each share of
outstanding Class B Common Stock (14,207,000 votes) and one vote
afforded each share of outstanding Class A Common Stock (9,739,101
votes) for a total of 23,946,101 votes, plus one vote per share for
such additional shares of the Class A Common Stock as are subject to
purchase upon exercise of vested options held by the particular person
or group of persons.
(3) C.L. Patrick and Frances E. Patrick are husband and wife. Includes
45,963 shares of Class B Common Stock owned by Frances E. Patrick as
to which shares C.L. Patrick disclaims beneficial ownership. Includes
66,386 shares, 66,386 shares and 11,064 shares of Class B Common Stock
held in trusts for Carl L. Patrick, Jr., Michael W. Patrick and
Michael W. Patrick's minor son, respectively, by C.L. Patrick and
Frances E. Patrick, as trustees, which trusts are scheduled to
terminate between now and 1999 and as to which shares C.L. Patrick
and Frances E. Patrick each disclaim beneficial ownership. Includes
59,576 shares of Class B Common Stock held in trust for Michael W.
Patrick by C.L. Patrick, as trustee, and 59,576 shares held in trust
for Carl L. Patrick, Jr. by Frances E. Patrick, as trustee; pursuant
to these trusts, C.L. Patrick and Frances E. Patrick each sold the
remainder interest in the shares held by these trusts in return for an
annuity based on their joint lives. The combined voting power
represented by the shares of Class A Common Stock and Class B Common
Stock beneficially owned by C.L. Patrick and Frances E. Patrick is
15.5% of the total combined voting power represented by the
outstanding shares of these two classes.
(4) Includes 28,414 shares of Class B Common Stock held by Michael W.
Patrick as custodian for his minor son; Michael W. Patrick has voting
and investment power with respect to such shares but disclaims
beneficial ownership thereof. Excludes 66,386 shares and 11,064
shares of Class B Common Stock held in trusts for Michael W. Patrick
and his minor son, respectively, by C.L. Patrick and Frances E.
Patrick, as trustees, which trusts are scheduled to terminate between
1995 and 1999. Excludes 59,576 shares of Class B Common Stock held in
trust for Michael W. Patrick by C.L. Patrick, as trustee, the
remainder interest of which Michael W. Patrick has purchased.
Includes 80,000 shares of Class A Common Stock which are subject to
purchase upon exercise of vested options held by Michael W. Patrick.
The combined voting power represented by the shares of Class A Common
Stock and Class B Common Stock beneficially owned by Michael W.
-7-
<PAGE> 10
Patrick is 22.9% of the total combined voting power represented by the
outstanding shares of these two classes.
(5) Excludes 66,386 shares of Class B Common Stock held in trusts for Carl
L. Patrick, Jr. by C.L. Patrick and Frances E. Patrick, as trustees,
which trusts are scheduled to terminate between now and 1999.
Excludes 59,576 shares of Class B Common Stock held in trust for Carl
L. Patrick, Jr. by Frances E. Patrick, as trustee, the remainder
interest of which Carl L. Patrick, Jr. has purchased. The combined
voting power represented by the shares of Class A Common Stock and
Class B Common Stock beneficially owned by Carl L. Patrick, Jr. is
21.4% of the total combined voting power represented by the
outstanding shares of these two classes.
(6) Includes 14,000 shares of Class A Common Stock owned by Carl E.
Sanders' wife, as to which shares Mr. Sanders disclaims beneficial
ownership.
(7) Includes 298,205 shares of Class A Common Stock owned by the John W.
Jordan, II Revocable Trust, of which John W. Jordan, II is the sole
trustee and sole beneficiary. Includes 62,980 shares of Class A Common
Stock owned by the Jordan Family Trust. John W. Jordan is a trustee
of the Jordan Family Trust, of which his minor children are the sole
beneficiaries, but he disclaims beneficial ownership of shares held in
said trust. John W. Jordan, II is a director of Leucadia National
Corporation.
(8) Does not include 589,475 shares of Class A Common Stock owned by
Leucadia Investors, Inc. John W. Jordan II, David W. Zalaznick and
Leucadia Investors, Inc. are each a general partner in The Jordan
Company, a New York general partnership organized in 1982, which was
one of the three original investors in the leveraged buyout of the
Company in 1982.
(9) Includes 50 shares of Class A Common Stock held by John O. Barwick,
III on behalf of his children, as to which shares he disclaims
beneficial ownership. Includes 15,000 shares of Class A Common Stock
which are subject to purchase upon exercise of vested options held by
John O. Barwick, III.
(10) Includes 5,000 shares of Class A Common Stock which are subject to
purchase upon exercise of vested options held by Anthony J. Rhead.
(11) Includes 200 shares of Class A Common Stock held by the unnamed
executive officers of the Company.
-8-
<PAGE> 11
EXECUTIVE COMPENSATION AND OTHER INFORMATION
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company has no Compensation Committee. The following officers and
employees of the Company participated in deliberations of the Board of
Directors concerning executive officer compensation: C.L. Patrick and Michael
W. Patrick.
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth certain information concerning the
compensation of the Company's Chief Executive Officer and each of the other
four most highly compensated executive officers of the Company serving as of
December 31, 1994 (these five individuals, collectively, the "named executive
officers") for the fiscal years ended December 31, 1994, 1993 and 1992.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
------------------- ------------
Securities
Name and Underlying All Other
Principal Position Year Salary ($) Bonus ($) Options (#) Compensation($)(1)
------------------ ---- ---------- --------- ------------- ------------------
<S> <C> <C> <C> <C> <C>
Michael W. Patrick . . . . 1994 $512,611 $62,000 30,000 $57,860
President, Chief 1993 500,000 32,000 0 48,642
Executive . . . . . . . 1992 282,238 30,000 0 33,253
Officer and Director . .
C.L. Patrick . . . . . . . 1994 264,989 0 0 5,866
Chairman of the Board of 1993 258,114 0 0 9,475
Directors . . . . . . . 1992 250,878 0 0 9,475
John O. Barwick, III . . . 1994 102,500 62,000 15,000 15,585
Vice President-Finance, 1993 92,500 32,000 0 13,140
Treasurer and Chief . . 1992 92,500 22,500 0 12,447
Financial Officer . . .
Anthony J. Rhead . . . . . 1994 75,000 62,000 15,000 14,779
Vice President - Film . 1993 70,500 32,000 0 12,247
1992 70,500 22,500 0 11,494
Larry M. Adams . . . . . . 1994 75,000 46,500 15,000 12,656
Vice President- 1993 67,750 24,000 0 10,892
Informational . . . . . 1992 67,750 15,000 0 9,492
Systems and Secretary .
</TABLE>
______________________
-9-
<PAGE> 12
(1) The amounts shown in this column for 1994 represent amounts paid by
the Company under a defered compensation plan and the incremental cost
of life insurance premiums for death benefits in excess of $50,000,
respectively, as follows: Michael W. Patrick - $57,146 and $714; C.
L. Patrick - $0 and $5,866; John O. Barwick, III - $14,367 and $1,218;
Anthony J. Rhead - $12,763 and $2,016; and Larry M. Adams - $10,640
and $2,016.
EMPLOYMENT CONTRACTS
In April 1982, C.L. Patrick entered into an employment agreement with
the Company with respect to his services as Chairman of the Board. This
agreement, as restated and amended on January 1, 1990, provides a base annual
salary of $200,000 for C.L. Patrick with annual cost of living adjustments.
Such cost of living adjustments have resulted in a base annual salary effective
as of August 1, 1994 of $269,000 for C.L. Patrick. Effective as of January 1,
1993, Michael W. Patrick entered into an employment agreement with the Company
with respect to his services as Chief Executive Officer. This agreement
provides a base annual salary of $500,000, with annual cost of living
adjustments. Such cost of living adjustments have resulted in a base annual
salary effective as of January 1, 1995 of $526,784 for Michael W. Patrick.
Each agreement provides for a three-year term which is automatically extended
each year after the first year for an additional year unless either party gives
written notice of termination within 30 days prior to the anniversary date of
such agreement. These agreements also provide during their terms for a death
benefit equal to one year's salary, as well as for reimbursement of
business-related expenses.
-10-
<PAGE> 13
STOCK OPTION GRANTS
The following table sets forth information concerning stock option
grants during 1994 to the named executive officers.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------
NUMBER OF % OF
SECURITIES TOTAL
UNDERLYING OPTIONS EXERCISE
OPTIONS GRANTED TO OR BASE
GRANTED EMPLOYEES PRICE EXPIRATION GRANT DATE
NAME (#)(1) IN 1994 (2) ($/SH)(1) DATE PRESENT VALUE ($)(3)
---- ---------- ----------- --------- ---------- --------------------
<S> <C> <C> <C> <C> <C>
Michael W. Patrick 30,000 21% $18.00 3/16/2004 $345,600
C.L. Patrick -0- -0- -0- -0- -0-
John O. Barwick, III 15,000 11% 18.00 3/16/2004 172,800
Anthony J. Rhead 15,000 11% 18.00 3/16/2004 172,800
Larry M. Adams 15,000 11% 18.00 3/16/2004 172,800
</TABLE>
__________________________
(1) These grants were made pursuant to the 1986 Carmike Cinemas, Inc.
Class A Stock Option Plan (the "Stock Option Plan") and were approved
by the Stock Option Committee of the Board of Directors on March 16,
1994. Such grants vest in full on the third anniversary of the grant
date. The exercise price of $18.00 per share equals the closing price
of the Class A Common Stock on the New York Stock Exchange on the date
of grant.
(2) A total of 142,500 stock options were granted in 1994 to key employees
participating in the Stock Option Plan.
(3) Based on the Black-Scholes option valuation model. The actual value,
if any, an executive officer may realize ultimately depends on the
market value of the Company's Class A Common Stock at a future date.
This valuation is provided pursuant to Securities and Exchange
Commission disclosure rules. There is no assurance that the value
realized will be at or near the value estimated by the Black-Scholes
model. The assumptions used in calculating the Black-Scholes value
were expected volatility of .39, risk-free return of 7.11%, dividend
yield of 0% and time to exercise of 10 years.
-11-
<PAGE> 14
OPTION EXERCISES AND HOLDINGS
The following table sets forth information with respect to the named
executive officers concerning the exercise of options during the last fiscal
year and unexercised options held as of the end of the fiscal year.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
Value of Unexercised
Number of Securities Underlying in-the-Money
Unexercised Options at Options
FY-End (#) at FY-End ($)(2)
------------------------------- --------------------
Shares acquired Value
Name on exercise (#) Realized ($)(1) Exercisable Unexercisable Exercisable Unexercisable
---- --------------- --------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Michael W. Patrick -0- $ -0- 80,000 30,000 $1,150,000 $150,000
C.L. Patrick -0- -0- -0- -0- -0- -0-
John O. Barwick, III 10,000 128,750 15,000 15,000 217,500 75,000
Anthony J. Rhead 5,000 64,687 5,000 15,000 72,500 75,000
Larry M. Adams -0- -0- -0- 15,000 -0- 75,000
</TABLE>
____________________________
(1) These amounts represent the excess of the fair market value of the
Class A Common Stock at the time of exercise above the exercise price
of the options.
(2) These amounts represent the excess of the fair market value of the
Class A Common Stock of $23.00 per share as of December 31, 1994 above
the exercise price of the options.
REPORT ON EXECUTIVE COMPENSATION
The Board of Directors does not have a Compensation Committee. The
full Board of Directors oversees and reviews the administration of the
Company's employee benefit plans and compensation of employees, except for
decisions about awards under the Company's stock option plan, which must be
made solely by the Stock Option Committee in order for the grants or awards
under such plan to satisfy Rule 16b-3 promulgated under the Securities Exchange
Act of 1934, as amended.
The following is a report submitted by the Board of Directors
addressing the Company's compensation policy as it related to the Chief
Executive Officer and the other named executive officers for fiscal year 1994.
-12-
<PAGE> 15
Base Salary and Bonuses
The Company does not have a formalized program regarding compensation
of executive officers. The base salaries for the Chairman of the Board and the
Chief Executive Officer are set in accordance with their employment contracts.
See "Employment Contracts." The terms of these contracts were proposed by
the Chairman of the Board and the Company's Chief Executive Officer. Factors
considered by the Chairman of the Board and Chief Executive Officer are
subjective and could include their perceptions of the individual's performance,
needs and potential and the Columbus, Georgia economy. The Chairman of the
Board and the Chief Executive Officer inform the Board of Directors as to the
proposed remuneration of the other named executive officers. Again, the
factors considered are usually subjective and could include their perceptions
of each individual's performance, needs and potential and the Columbus, Georgia
economy.
An individual's bonus is based on earnings per share for the Company's
Class A Common Stock. For each $1.00 in earnings per share, an individual
receives a bonus of $5,000 multiplied by the number of bonus points awarded to
such individual. The Chairman of the Board informs the Board of Directors of
the proposed number of "bonus points" to be awarded to the Chief Executive
Officer. Factors considered by the Chairman of the Board are subjective and
could include his perception of the individual's contribution to the Company's
performance. The Chairman of the Board and the Chief Executive Officer decide
the number of "bonus points" to be awarded to the other named executive
officers. Factors considered by the Chairman of the Board and the Chief
Executive Officer are subjective and could include their perceptions of an
individual's contributions to the Company's performance. The Chairman of the
Board does not participate in the bonus program.
Deferred Compensation Plan
The Company maintains a Deferred Compensation Plan for certain
executive officers, including the named executive officers, pursuant to which
the Company pays additional compensation on a pre-tax basis equal to 10% of an
employee's taxable compensation. Distributions from the plan are made upon or
shortly after normal retirement, disability, death or termination of employment
of a participant.
Stock Option Plan
The Stock Option Plan is the Company's long-term incentive plan for
executive officers and key employees. The objective of the Stock Option Plan
is to align executive pay with shareholder long-term interest by creating a
direct link between executive pay and shareholder return, and to enable
executives to develop and maintain a significant long-term ownership position
in the Company's Class A Common Stock.
-13-
<PAGE> 16
The Stock Option Plan authorizes the Stock Option Committee to award
stock options to key employees of the Company. The Stock Option Committee has
the power to determine the individuals to whom stock options are awarded, the
terms at which option grants shall be made and the terms of the options and the
number of shares subject to each option. The size of option grants may be
based, in part, upon position level. During 1994, the Stock Option Committee
granted options for an aggregate of 75,000 shares of Class A Common Stock to
the named executive officers. See "Stock Option Grants" for information
regarding these options.
Chief Executive Officer Pay
Amounts earned during 1994 by the Chief Executive Officer, Michael W.
Patrick, are shown in the Summary Compensation Table. His base salary was set
pursuant to the terms of his employment agreement with the Company. That
agreement provides for a base annual salary of $500,000, with annual cost of
living adjustments. See "Employment Contracts." Michael W. Patrick received
a bonus of $62,000 in 1994. The amount of his bonus was based on earnings per
share as described above.
The Board believes that the current subjective process has been
effective in rewarding executives appropriately, and in attracting and
retaining good performers. While the Board is pleased with the current
compensation system, it reserves the right to make such changes to the program
as it deems desirable or necessary in future years.
MEMBERS OF THE BOARD OF DIRECTORS
C.L. Patrick
Michael W. Patrick
Carl L. Patrick, Jr.
John W. Jordan, II
Carl E. Sanders
David W. Zalaznick
-14-
<PAGE> 17
PERFORMANCE GRAPH
The following graph compares the five-year cumulative total shareholder
return on the Company's Class A Common Stock with the comparable cumulative
total returns of the New York Stock Exchange Market Index and a peer group
index comprised of the companies listed below. The graph assumes that the
value of the investment in the Class A Common Stock and each index was $100 on
December 29, 1989, and that all dividends were reinvested.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
OF COMPANY, PEER GROUP INDEX AND NYSE MARKET INDEX
FISCAL YEAR ENDING
----------------------------------- -------------------------
COMPANY 1989 1990 1991 1992 1993 1994
CARMIKE CINEMAS CL A 100 72.07 111.71 102.70 129.73 165.77
PEER GROUP INDEX 100 39.94 58.96 52.28 89.60 83.57
NYSE MARKET INDEX 100 95.92 124.12 129.96 147.56 144.69
Companies in the peer group are as follows: AMC Entertainment, Carmike
Cinemas, Inc., Cineplex Odeon and Showscan Cp. These companies were chosen on
the basis of being publicly held companies which are primarily in the movie
exhibition business (non drive-in).
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company leases equipment for six of its theatres pursuant to five
equipment lease agreements with Michael W. Patrick and one such agreement with
C.L. Patrick. During the year ended December 31, 1994, the Company paid
$93,471 to Michael W. Patrick and $96,000 to C.L. Patrick under these equipment
leases. The Company also has an aircraft lease agreement dated July 1, 1983,
with C.L.P. Equipment, a sole proprietorship of which C.L. Patrick is the
owner, pursuant to which the Company paid $190,522 in the year ended December
31, 1994. The Company believes that these transactions are on terms no less
favorable to the Company than terms available from unaffiliated parties in
arm's-length transactions. Any future transactions between the Company and any
officer, director, 5% shareholder or any affiliate thereof will be on
-15-
<PAGE> 18
terms no less favorable to the Company than could be obtained from an
unaffiliated third party.
The law firm of Troutman Sanders, Atlanta, Georgia, of which Carl E.
Sanders is the Chairman, provides legal services to the Company.
II. PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF CLASS A COMMON
STOCK
The Board of Directors of the Company has proposed and declared
advisable and is recommending to the shareholders approval of an amendment to
the Company's Certificate of Incorporation to increase the number of authorized
shares of Class A Common Stock from 15,000,000 shares to 22,500,000 shares.
The text of the first paragraph of Article Fourth of the Certificate of
Incorporation as proposed to be amended will read as follows (language to be
deleted by the amendment is indicated by strike-through, and language to be
added by the amendment is indicated by underlining):
FOURTH: The aggregate number of shares of capital stock of all
classes which the Corporation shall have authority to issue is
28,500,000, consisting of (i) 27,500,000 shares of Common Stock, which
in turn consists of (A) 22,500,000 shares of Class A Common Stock,
par value $.03 per share (the "Class A Common Stock"), and (B)
5,000,000 shares of Class B Common Stock, par value $.03 per share
(the "Class B Common Stock"), and (ii) 1,000,000 shares of Preferred
Stock, par value $1.00 per share (the "Preferred Stock").
On March 15, 1995, 9,740,101 shares of Class A Common Stock and
1,420,700 shares of Class B Common Stock were outstanding. The Company
currently has no shares of the Preferred Stock issued and outstanding. In
addition to the issued and outstanding shares of Class A Common Stock, at March
15, 1995, the following numbers of shares of Class A Common Stock were reserved
for issuance: 1,420,700 shares issuable upon conversion of the outstanding
Class B Common Stock; 100,000 shares issuable upon conversion of a zero coupon
convertible subordinated note; and 423,450 shares issuable upon exercise of
options granted or to be granted under the Company's Stock Option Plan.
The foregoing amendment to the Certificate of Incorporation is
proposed in order to provide the Board of Directors with the flexibility and
the means to issue additional shares of Class A Common Stock in connection with
future stock dividends or stock splits,
-16-
<PAGE> 19
acquisitions, management incentive or employee benefit plans and other general
corporate purposes without further shareholder action. Currently, the Company
has available for future issuance only 3,315,749 shares of the Class A Common
Stock which have not otherwise been reserved for specific purposes.
From time to time in the past the Board of Directors has considered
the advisability of declaring a stock dividend as a possible method of
enhancing the attractiveness and marketability of the Class A Common Stock.
The Company's Certificate of Incorporation provides that the declaration of a
stock dividend consisting of shares of Class A Common Stock to the holders of
Class A Common Stock must be accompanied by a corresponding stock dividend
consisting of Class B Common shares to the holders of Class B Common Stock,
which would not result in the dilution of the voting power of either of these
groups of shareholders. The declaration of any stock dividends or splits in
the future is solely within the discretion of the Board of Directors and would
be dependent upon stock prices, market conditions and other factors deemed
appropriate by the Board. The Company has no present plans, agreements or
arrangements for the issuance of the additional authorized shares of the Class
A Common Stock in the immediate future except for a possible share dividend.
The proposed amendment will increase the number of authorized shares
of Class A Common Stock available for future issuance by 7,500,000 shares.
Such issuances of Class A Common Stock would, in most cases, be at the
discretion of the Board of Directors of the Company at such prices or for such
consideration as is deemed appropriate by the Board, without the necessity of
further shareholder approval except to the extent required by the Certificate
of Incorporation, the provisions of the Delaware General Corporation Law or
other applicable laws and regulations or as otherwise deemed appropriate by the
Board. The rules of the New York Stock Exchange, on which the Class A Common
Stock is presently listed, include a requirement that the Company obtain
shareholder approval as a prerequisite to the Exchange's approval of the
listing of additional shares to be issued by the Company under certain
circumstances or in certain transactions.
The availability for issuance of additional shares of the Class A
Common Stock, and any issuance thereof, could render more difficult or
discourage a future transaction not supported by the Board which is designed to
acquire control of the Company or remove its management through merger, tender
offer, proxy contest or other means. Thus, the amendment could be
characterized as having an anti-takeover effect. For example, the issuance of
shares of the Class A Common Stock in a public or private sale, merger or
similar transaction would increase the number of outstanding shares, thereby
increasing the potential cost of attempting to gain control of the Company or
otherwise inhibiting or rendering impossible such an attempt. The Company is
not aware of any effort to acquire
-17-
<PAGE> 20
control of the Company and, therefore, the proposed amendment is not the result
of any such effort.
Existing shareholders do not have preemptive rights with respect to
future issuances of stock by the Company and could have their respective
interests in the Company diluted by such issuances with respect to any or all
of the following: earnings per share, voting, liquidation rights, and book and
market value per share. Other than as described above, while the Company has
no present plans for the issuance of either class of the Common Stock, the
Board of Directors will, in the exercise of its fiduciary duties, weigh all of
these factors carefully, together with the needs and prospects of the Company,
before committing to an issuance of further shares not requiring shareholder
approval.
Approval of the proposed amendment to the Certificate of Incorporation
requires the affirmative vote of the holders of a majority of the votes of the
outstanding Class A Common Stock and Class B Common Stock, and the affirmative
vote of the holders of a majority of the votes of the votes of the outstanding
Class A Common Stock, voting as a separate class. The members of the Patrick
family have indicated that they are in favor of the proposed amendment and that
they will vote their shares of both classes of the Common Stock in favor of its
adoption. As of March 15, 1995, the Patrick family owned shares representing
approximately 60% of the total combined voting power of the outstanding shares
of the Common Stock.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSED AMENDMENT TO
THE CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF
CLASS A COMMON STOCK.
OTHER MATTERS
The Board of Directors does not know of any other matters to be
presented for action at the meeting. If any other business should properly
come before the meeting, the persons named in the accompanying form of proxy
intend to vote thereon in accordance with their best judgement.
Section 16(a) of the Securities Exchange Act of 1934 (the "Act")
requires the Company's directors and executive officers and persons who own
more than ten percent of a registered class of the Company's equity securities
to file reports with the Securities and Exchange Commission regarding
beneficial ownership of Common Stock and other equity securities of the
Company. To the Company's knowledge, based solely on a review of copies of
such reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended December 31, 1994, all
officers, directors and greater than ten percent beneficial owners complied
with the Section 16(a)
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<PAGE> 21
filing requirements of the Act, with the exception of one late report on Form 5
filed by Michael W. Patrick.
INDEPENDENT ACCOUNTANTS
Management has selected Ernst & Young LLP as its independent
accountants for the current year. Representatives of Ernst & Young LLP are
expected to be present at the meeting and will have the opportunity to make a
statement if they so desire and to respond to appropriate questions from
shareholders.
SHAREHOLDER PROPOSALS
Any shareholder of the Company who wishes to present a proposal at the
1996 Annual Meeting of Shareholders of the Company and who wishes to have such
proposal included in the Company's proxy statement for that meeting must
deliver a copy of such proposal to the Company at 1301 First Avenue, Columbus,
Georgia 31901-2109, Attention: Corporate Secretary, for receipt not later than
November 30, 1995. The Company reserves the right to decline to include in the
Company's proxy statement any shareholder's proposal which does not comply with
the rules of the Securities and Exchange Commission for inclusion therein.
FORM 10-K
The Company's Annual Report to the Securities and Exchange Commission
on Form 10-K for the year ended December 31, 1994 (including the consolidated
financial statements and schedules thereto but excluding exhibits) will be
provided without charge to each shareholder so requesting in writing. Each
request must set forth a good faith representation that, as of March 15, 1995,
the record date for the 1995 Annual Meeting, the person making the request
beneficially owned share(s) of the Class A Common Stock or the Class B Common
Stock of the Company. The written request should be directed to: Carmike
Cinemas, Inc., 1301 First Avenue, Columbus, Georgia 31901-2109, Attention: John
O. Barwick, III, Vice President-Finance.
YOUR VOTE IS IMPORTANT
You are encouraged to let us know your preference by marking the
appropriate boxes on the enclosed proxy card.
-19-
<PAGE> 22
APPENDIX A
CARMIKE CINEMAS, INC.
1301 FIRST AVENUE
COLUMBUS, GEORGIA 31901-2109
CLASS A COMMON STOCK PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS, MAY 8, 1995
The undersigned hereby appoints MICHAEL W. PATRICK, JOHN O. BARWICK,
III, and LARRY M. ADAMS, and each of them, proxies with full power of
substitution, to represent and to vote as set forth herein all the shares of
Class A Common Stock of Carmike Cinemas, Inc. held of record by the undersigned
on March 15, 1995, at the Annual Meeting of Shareholders of Carmike Cinemas,
Inc. to be held at the offices of Troutman Sanders, NationsBank Plaza, 600
Peachtree Street, N.E., 52nd Floor, Atlanta, Georgia 30308, at 11:00 a.m. local
time, on Monday, May 8, 1995, and any adjournments thereof.
Management recommends a vote FOR Items 1 and 2.
1. Election of Directors:
[ ] FOR all nominees, except as marked below.
[ ] WITHHOLD vote from all nominees
C.L. Patrick, Michael W. Patrick, John W. Jordan, II, Carl L.
Patrick, Jr., Carl E. Sanders and David W. Zalaznick.
(INSTRUCTIONS: To withhold authority to vote for any
individual nominee, write the nominee's name on the space
provided below.)
________________________________________
2. Proposal to amend the Company's Restated Certificate of
Incorporation to increase the authorized number of shares of
Class A Common Stock.
[ ] FOR [ ] AGAINST [ ]ABSTAIN
3. In their discretion, the proxies are authorized to vote as
described in the proxy statement and upon such other business
as may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED "FOR" ITEMS 1 AND 2.
Dated:_____________________, 1995 _______________________________
Signature
_______________________________
Signature if Held Jointly
Please sign exactly as name appears on
Stock Certificate. If stock is held in
the name of two or more persons, all
must sign. When signing as attorney,
executor, administrator, trustee, or
guardian, please give full title as
such. If a corporation, please sign in
full corporate name by President or
other authorized officer. If a
partnership, please sign in partnership
name by authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
<PAGE> 23
APPENDIX B
CARMIKE CINEMAS, INC.
1301 FIRST AVENUE
COLUMBUS, GEORGIA 31901-2109
CLASS B COMMON STOCK PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS, MAY 8, 1995
The undersigned hereby appoints MICHAEL W. PATRICK, JOHN O. BARWICK,
III, and LARRY M. ADAMS, and each of them, proxies with full power of
substitution, to represent and to vote as set forth herein all the shares of
Class B Common Stock of Carmike Cinemas, Inc. held of record by the undersigned
on March 15, 1995, at the Annual Meeting of Shareholders of Carmike Cinemas,
Inc. to be held at the offices of Troutman Sanders, NationsBank Plaza, 600
Peachtree Street, 52nd Floor, Atlanta, Georgia 30308, at 11:00 a.m. local time,
on Monday, May 8, 1995, and any adjournments thereof.
Management recommends a vote FOR Items 1 and 2.
1. Election of Directors:
[ ] FOR all nominees, except as marked below.
[ ] WITHHOLD vote from all nominees
C.L. Patrick, Michael W. Patrick, John W. Jordan, II, Carl L.
Patrick, Jr., Carl E. Sanders and David W. Zalaznick.
(INSTRUCTIONS: To withhold authority to vote for any
individual nominee, write the nominee's name on the space
provided below.)
________________________________________
2. Proposal to amend the Company's Restated Certificate of
Incorporation to increase the authorized number of shares of
Class A Common Stock.
[ ] FOR [ ] AGAINST [ ]ABSTAIN
3. In their discretion, the proxies are authorized to vote as
described in the proxy statement and upon such other business
as may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED "FOR" ITEMS 1 AND 2.
<TABLE>
<S> <C>
Dated:_____________________, 1995 _______________________________
Signature
_______________________________
Signature if Held Jointly
Please sign exactly as name appears on
Stock Certificate. If stock is held in
the name of two or more persons, all
must sign. When signing as attorney,
executor, administrator, trustee, or
guardian, please give full title as
such. If a corporation, please sign
in full corporate name by President or
other authorized officer. If a
partnership, please sign in partnership
name by authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
</TABLE>
