<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
February 9, 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 741,000
BENEFICIALLY ---------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING ---------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 741,000
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
741,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.47%
- --------------------------------------------------------------------------------
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. 1 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") 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 February 11, 1998, Mr. Raiff beneficially owns 741,000 shares of
Common Stock. All 741,000 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, 108,600 shares of Common Stock were purchased at an aggregate
cost of $3,238,619 (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 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 741,000 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 7.47% 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.
<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: February 11, 1998
<PAGE>
SCHEDULE A
Purchase [and Sale] of Shares of Common Stock Within the Last 60 Days
Purchase Number Price
Date or Sale of Shares Per Share Value
---- ------- ---------- --------- -----
12/12/97 Sale (1,000) $29.1875 $(29,187.50)
12/16/97 Purchase 5,000 29.00 145,000.00
12/24/97 Purchase 5,000 29.5625 147,812.50
12/26/97 Purchase 5,000 29.1850 145,925.00
12/29/97 Purchase 10,000 29.575 295,750.00
12/30/97 Purchase 10,000 29.50 295,000.00
12/31/97 Purchase 9,000 28.9868 260,881.05
1/20/98 Purchase 500 30.00 15,000.00
1/30/98 Purchase 5,000 30.3625 151,812.50
2/3/98 Purchase 2,500 30.3750 75,937.50
2/9/98 Purchase 36,600 30.00 1,098,000.00
2/10/98 Purchase 20,000 30.375 607,500.00
* Does not include commissions
