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Filed pursuant to Rule 424(b)(3)
Registration No. 33-68494
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PROSPECTUS SUPPLEMENT
Dated January 10, 1995
(To Prospectus Dated November 5, 1993)
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RECENT DEVELOPMENTS
On November 28, 1994, Carmike Cinemas, Inc. (the "Company") sold
2,875,000 shares of Class A Common Stock, par value $.03 per share (the "Class
A Common Stock"), in an underwritten public offering. The Shares were sold to
the public at $21.375 per share.
INVESTMENT CONSIDERATIONS
Prospective purchasers of the Class A Common Stock should carefully
consider the factors set forth below, as well as the other information
contained in this Prospectus, in evaluating an investment in the Class A Common
Stock offered hereby.
DUAL CLASSES OF COMMON STOCK; CONTROL BY PRINCIPAL STOCKHOLDERS
The authorized common stock of the Company consists of 15,000,000
shares of Class A Common Stock and 5,000,000 shares of Class B Common Stock,
par value $.03 per share (the "Class B Common Stock"), of which 9,738,101
shares of Class A Common Stock and 1,420,700 shares of Class B Common Stock
were outstanding as of December 31, 1994. Except for voting with respect to
additional issuances of Class B Common Stock and for class votes as required by
Delaware law, holders of both classes of the Company's common stock vote
together as a single class, with each share of Class A Common Stock having one
vote per share and each share of Class B Common Stock having ten votes per
share. All of the outstanding shares of the Class B Common Stock are owned,
directly or indirectly, by the members of the Patrick Family, including C.L.
Patrick, the Chairman of the Company's Board of Directors, Michael W. Patrick
the Company's President, and Carl L. Patrick, Jr., a director of the Company
(the "Patrick Family"). Through its beneficial ownership of all the
outstanding shares of the Class B Common Stock and 124,791 shares of the Class
A Common Stock, the Patrick Family owns 59.7% of the combined voting power of
both classes of the Company's common stock, which enables them to elect all of
the directors of the Company and to determine the outcome of any other matter
submitted to stockholders for approval (except for matters requiring approval
of holders of both classes voting separately). The voting rights of the Class
B Common Stock may make the Company less attractive as the potential target of
a hostile tender offer or other proposal to acquire or merge with the Company,
even if such actions would be in the best interests of the holders of Class A
Common Stock. In addition to voting rights, the two classes of the Company's
common stock differ with respect to certain other rights and features. No cash
dividends may be paid on either class of the Company's common stock unless a
cash dividend is also paid on the other class, with each share of Class B
Common Stock entitled to a cash dividend equal to 85% of the cash dividend
payable on each share of Class A Common
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Stock. The Class B Common Stock is convertible into Class A Common Stock on a
share-for-share basis and is subject to certain restrictions on
transferability.
EXPANSION PLANS
Theatre acquisitions and new theatre openings have greatly expanded
the Company's operations in the past several years and the Company intends to
continue to pursue a strategy of expansion. The success of these expansion
plans will depend on a number of factors including the selection and
availability of suitable acquisition candidates and potential site locations
and the availability of sufficient funds. There can be no assurance that
suitable candidates or locations will be available or that sufficient funds
will be internally generated or can be obtained on terms satisfactory to the
Company. Further, there can be no assurance that the Company will be as
successful in making future acquisitions or in integrating such acquisitions
into the Company's existing operations as it has been in the past.
DEPENDENCE UPON MOTION PICTURE PRODUCTION AND PERFORMANCE
The Company's business is dependent both upon the availability of
suitable motion pictures for exhibition in its theatres and the performance of
such pictures in the Company's markets. Accordingly, the Company's results of
operations will vary from period to period based upon the quantity and quality
of the motion pictures it exhibits. A disruption in the production of motion
pictures or lack of success of motion pictures could have a material adverse
effect on the Company's business.
DEPENDENCE ON SENIOR MANAGEMENT
The Company's success depends upon the continued contributions of its
senior management, including Michael W. Patrick and John O. Barwick, III. The
loss of the services of one or more members of the Company's senior management
could have a material adverse effect upon the Company's business and
development. The Company has an employment agreement with Michael W. Patrick.
COMPETITION
The Company's operations are subject to varying degrees of competition
with respect to licensing films, attracting patrons, obtaining new theatre
sites and acquiring theatre circuits. In addition, the Company's theatres face
competition from a number of motion picture exhibition delivery systems, such
as pay television, pay-per-view and home video systems. While the impact of
such delivery systems on the motion picture exhibition industry is difficult to
determine precisely, there can be no assurance that they will not have an
adverse impact on attendance. Movie theatres also face competition from other
forms of entertainment competing for the public's leisure time and disposable
income.
