<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 14, 1996
-------------
CARMIKE CINEMAS, INC.
------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-14993 58-1469127
---------------------------------------------------------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1301 First Avenue
Columbus, Georgia 31901
-----------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (706) 576-3400
--------------
Not Applicable
--------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
INFORMATION TO BE INCLUDED IN REPORT
Item 5. Other Events.
Carmike Cinemas, Inc. (the "Company") is hereby filing certain
cautionary statements for the purposes of establishing a readily available
document which may be referenced pursuant to the "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995 (the "Reform Act"). The
Company wishes to ensure that any forward-looking statements are accompanied
by meaningful cautionary statements in order to maximize to the fullest extent
possible the protections of the safe harbor established in the Reform Act.
Accordingly, any such statements are qualified in their entirety by reference
to, and are accompanied by, the following important factors, among others, that
could cause the Company's actual results to differ materially from those
projected in forward-looking statements of the Company made by or on behalf of
the Company in oral or written communications and in documents filed with the
Securities and Exchange Commission.
The Company cautions that the following important factors, among
others (including but not limited to factors mentioned from time to time in the
Company's reports filed with the Securities and Exchange Commission), could
affect the Company's actual results and could cause the Company's actual
results to differ materially from those expressed in any forward-looking
statements of the Company made by or on behalf of the Company. Further, any
forward-looking statement speaks only as of the date on which such statement is
made, and the Company undertakes no obligation to update any forward-looking
statement or statements to reflect events or circumstances after the date on
which such statement is made or to reflect the occurrence of unanticipated
events. New factors emerge from time to time and it is not possible for
management to predict all of such factors, nor can management assess the impact
of each such factor on the business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from
those contained in any forward-looking statements. Therefore, forward-looking
statements should not be relied upon as a prediction of actual future results.
1. 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.
<PAGE> 3
2. 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.
3. Seasonality
The major film distributors generally release during the summer and
holiday seasons, primarily Thanksgiving and Christmas, those films which they
anticipate to be most successful. Consequently, the Company has historically
generated higher revenues during such periods. The timing of such releases can
have a significant impact on the Company's results of operations, and the
results of one quarter are not necessarily indicative of results for the next
quarter.
4. Dual Classes of Common Stock; Control by Principal Stockholders
The outstanding Common Stock of the Company consists of 9,758,601
shares of Class A Common Stock and 1,420,700 shares of Class B Common Stock as
of June 4, 1996. Except for voting as to certain matters, holders of both
classes of Common Stock vote together as a single class, with Class A Common
Stock having one vote per share and Class B Common Stock having ten votes per
share. The two classes of Common Stock also differ as to dividend rights,
convertibility and transferability. Through its ownership, directly or
indirectly, of all the outstanding shares of the Class B Common Stock and
124,791 shares of the Class A Common Stock, including shares subject to
purchase upon exercise of vested options, 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)
owns 59.5% of the combined voting power of both classes of Common Stock. Such
ownership allows 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 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.
5. Dependence upon Senior Management
The Company's success depends on the continued contributions of its
senior management, including Michael W. Patrick, the Company's President, and
John O. Barwick, III, Vice President-Finance. 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.
<PAGE> 4
6. 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 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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Carmike Cinemas, Inc.
Dated: June 14, 1996 By: /s/ John O. Barwick, III
John O. Barwick, III
Vice President-Finance
