<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
March 26, 1998
--------------------------------------
(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 873,400
BENEFICIALLY ---------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING ---------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 873,400
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
873,400
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.81%
- --------------------------------------------------------------------------------
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
This Amendment No. 2 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") and Amendment No. 1 to the Schedule 13D
relating to the event date of February 9, 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 March 30, 1998, Mr. Raiff beneficially owns 873,400
shares of Common Stock. All 873,400 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.
Since the filing of Amendment No. 1 to the Schedule 13D, 132,400 shares of
Common Stock were purchased at an aggregate cost of $3,986,525 (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 4. Purpose of the Transaction
Item 4 is amended to add the following:
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. Mr. Raiff, however, may communicate ideas to management and the
Board of Directors from time to time, which are intended to further Carmike's
business development and enhance shareholder value. Mr. Raiff 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
Item 5 is amended and restated in its entirety to read as
follows:
<PAGE>
(a) and (b) As noted above, as of the date hereof, Mr. Raiff
is the beneficial owner of 873,400 shares of Common Stock. Based on Carmike's
Quarterly Report on Form 10- Q for the period ended September 30, 1997, there
were 9,918,587 shares of Common Stock outstanding. Therefore, Mr. Raiff
beneficially owns 8.81% 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 since the
filing of Amendment No. 1 to the Schedule 13D.
(d) Not Applicable.
(e) Not Applicable.
<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: March 30, 1998
<PAGE>
SCHEDULE A
Purchase of Shares of Common Stock Since the Filing of Amendment No. 1
Number Price
Date of Shares Per Share Value
- ------ --------- --------- -----
2/11/98 55,000 $30.0318 $1,651,750
2/13/98 5,000 29.75 148,750
2/17/98 1,200 29.50 35,400
2/24/98 2,500 31.125 77,813
2/26/98 11,000 30.125 331,375
2/27/98 7,000 30.5625 213,938
3/5/98 15,000 29.125 436,875
3/12/98 700 30.4911 21,344
3/26/98 35,000 30.5509 1,069,281
* Does not include commissions
