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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Carmike Cinemas Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
143 436 103
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(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
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 24, 1998
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(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).
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SCHEDULE 13D
CUSIP No. 143 436 103 Page 2 of 6 Pages
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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 703,900
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 703,900
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
703,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.08%
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.
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SCHEDULE 13D
This Amendment No. 3 to the Statement on Schedule 13D amends
and supplements the Statement on Schedule 13D relating to the event date of
September 17, 1997 (the "Schedule 13D"), Amendment No. 1 to the Schedule 13D
relating to the event date of February 9, 1998 and Amendment No. 2 to the
Schedule 13D relating to the event date of March 26, 1998, filed by Robert
Raiff relating to the Class A Shares of common stock (the "Common Stock") of
Carmike Cinemas, Inc. ("Carmike"). The address of Carmike is 1301 First
Avenue, Columbus, GA 31901. Capitalized terms used herein and not defined
herein shall have the meanings assigned thereto in the Schedule 13D.
Item 3. Source and Amount of Funds
Item 3 is amended to add the following:
As of November 25, 1998, Mr. Raiff beneficially owns 703,900
shares of Common Stock. All 703,900 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. Since the filing of Amendment No. 2 to the Schedule 13D, 9,000
shares of Common Stock were purchased at an aggregate cost of $169,750 (see
Schedule A). The 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 5. Interest in Securities of the Issuer
Item 5 is amended and restated in its entirety to read as
follows:
(a) and (b) As noted above, as of the date hereof, Mr. Raiff
is the beneficial owner of 703,900 shares of Common Stock. Based on Carmike's
Quarterly Report on Form 10-Q for the period ended September 30, 1998, there
were 9,942,487 shares of Common Stock outstanding. Therefore, Mr. Raiff
beneficially owns 7.08% 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 in the last
60 days.
(d) Not Applicable.
(e) Not Applicable.
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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
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Robert M. Raiff
Dated: November 27, 1998
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SCHEDULE A
Purchases and (Sales) 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>
10/07/98 SALE (35,400) $17.1836 $ (608,300.43)
10/08/98 SALE (100) 17.0625 (1,706.25)
10/16/98 SALE (28,500) 15.7292 (448,282.20)
10/19/98 SALE (20,700) 16.2627 (336,637.50)
10/20/98 SALE (12,000) 17.1615 (205,937.70)
10/23/98 SALE (41,000) 19.6250 (804,625.00)
10/29/98 PURCHASE 2,000 19.0000 38,000.00
10/29/98 SALE (2,000) 18.8750 (37,750.00)
10/30/98 PURCHASE 7,000 18.8214 131,750.00
11/24/98 SALE (63,300) 21.4940 (1,360,568.85)
11/25/98 SALE (16,800) 20.9612 (352,148.16)
</TABLE>
* Does not include commissions
