UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Carmike Cinemas Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
143 436 103
(CUSIP Number)
Mr. Robert M. Raiff With a copy to:
152 West 57th Street Lawrence G. Goodman, Esq.
New York, New York 10019 Shereff, Friedman, Hoffman & Goodman, LLP
(212) 247-4000 919 Third Avenue
New York, New York 10022
(212) 758-9500
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 17, 1997
(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 which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b) (3) or (4), check the following: [ ].
Note: One copy and an EDGAR version of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*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).
<PAGE>
SCHEDULE 13D
CUSIP No. 143 436 103 Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert M. Raiff
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
(b)|X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 7 SOLE VOTING POWER
SHARES 590,400
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 590,400
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
590,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.95%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO
ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE
SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer
Securities acquired: Class A Shares Common Stock ("Common
Stock")
Issuer: Carmike Cinemas, Inc. ("Carmike")
Carmike's principal executive offices are
located at 1301 First Avenue, Columbus, GA
31901.
Item 2. Identity and Background
(a), (b), (c) and (f) This Schedule 13D is being filed on
behalf of Robert M. Raiff ("Raiff"). The business address of Mr. Raiff is 152
West 57th Street, New York, New York 10019.
Mr. Raiff is President and Chief Executive Officer of the sole
general partner of Centurion Investment Group, L.P., the sole general partner of
various investment partnerships (the "Partnerships"). Each of the Partnership's
principal business address is also 152 West 57th Street, New York, New York
10019. Mr. Raiff is also the President of the sole general partner of Centurion
Advisors, L.P., which manages advisory accounts on a discretionary basis, and
serves as Investment Manager of Centurion Overseas Fund, Ltd. (the "Fund"). Mr.
Raiff's principal occupation is an investor.
(d) and (e) Mr. Raiff has not, during the last five years,
been convicted in any criminal proceeding.
Mr. Raiff has not, during the last five years, been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violations with respect to such laws.
Mr. Raiff is a citizen of the United States of America.
See Item 5 for information regarding ownership of Common
Stock.
Item 3. Source and Amount of Funds
As of September 23, 1997, Mr. Raiff beneficially owns 590,400
shares of Common Stock. All 590,400 shares of Common Stock are held by entities
and managed accounts over which Mr. Raiff has investment discretion. All shares
of Common Stock owned by Mr. Raiff were purchased in open market transactions.
In the last 60 days, 372,200 shares of Common Stock were purchased at an
aggregate cost of $10,438,300 (see Schedule A). The
<PAGE>
funds for the purchases of the shares of Common Stock held by the Partnerships
and the Fund came from capital contributions to the Partnerships by their
general and limited partners and capital contributions to the Fund by its
shareholders. The funds for the purchases of shares held in the managed accounts
over which Mr. Raiff has investment discretion came from the accounts' own
funds. Margin was used in purchasing shares of Common Stock.
Item 4. Purpose of the Transaction
The shares of Common Stock beneficially owned by Mr. Raiff
were acquired for, and are being held for, investment purposes.
Mr. Raiff does not have any plan or proposal which relates to,
or would result in, any of the actions enumerated in Item 4 of the instructions
to Schedule 13D except that he reserves the right to purchase additional shares
of Common Stock or dispose of shares of Common Stock in the open market or in
any other lawful manner in the future.
Item 5. Interest in Securities of the Issuer
(a) and (b) As noted above, as of the date hereof, Mr. Raiff
is the beneficial owner of 590,400 shares of Common Stock. Based on Carmike's
Quarterly Report on Form 10-Q for the period ended June 30, 1997, there were
9,918,587 shares of Common Stock outstanding. Therefore, Mr. Raiff beneficially
owns 5.95% of the outstanding Common Stock. Mr. Raiff has the power to vote,
direct the vote, dispose of or direct the disposition of all the shares of
Common Stock that are currently beneficially owned by Mr Raiff.
(c) Attached as Schedule A is a description of the
transactions in the Common Stock that were effected by Mr. Raiff during the past
60 days.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understanding or Relations with
Respect to Securities of the Issuer
Mr. Raiff does not have any contract, arrangement,
understanding or relationship with any person with respect to the Common Stock.
Item 7. Material to be Filed as Exhibits
None.
<PAGE>
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.
By: /s/ Robert M. Raiff
Robert M. Raiff
Dated: September 23, 1997
<PAGE>
SCHEDULE A
Purchase [and Sale] of Shares of Common Stock Within the Last 60 Days
<TABLE>
<CAPTION>
Purchase Number Price
Date or Sale of Shares Per Share Value
------ ------- ---------- --------- -----
<S> <C> <C> <C> <C>
July 29, 1997 Purchase 5,000 $31.2500 156,250.00
August 6, 1997 Purchase 10,000 32.6250 326,250.00
August 15, 1997 Purchase 1,000 31.0000 31,000.00
August 20, 1997 Purchase 2,500 31.0625 77,656.25
August 25, 1997 Sale (5,800) 30.9989 179,793.62
August 26, 1997 Sale (5,000) 31.0000 155,000.00
September 3, 1997 Purchase 135,000 27.8449 3,759,062.00
September 5, 1997 Purchase 25,000 28.0625 701,562.50
September 8, 1997 Purchase 75,000 28.3768 2,128,262.00
September 9, 1997 Purchase 15,000 28.3125 424,688.00
September 16, 1997 Purchase 5,000 28.0000 140,000.00
September 17, 1997 Purchase 63,700 27.0301 1,721,818.75
September 18, 1997 Purchase 15,000 27.4167 411,250.00
September 19, 1997 Purchase 5,000 27.7250 138,625.00
September 22, 1997 Purchase 10,000 28.1875 281,875.00
September 23, 1997 Purchase 5,000 28.00 140,000.00
</TABLE>
* Does not include commissions
