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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b).
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1. Name and Address of Reporting Person*
The Goldman Sachs Group, Inc.
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(Last) (First) (Middle)
85 Broad Street
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(Street)
New York, New York 10004
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(City) (State) (Zip)
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2. Issuer Name and Ticker or Trading Symbol
Carmike Cinemas, Inc.
(CKE)
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3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)
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4. Statement for Month/Year
November/1999
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5. If Amendment, Date of Original (Month/Year)
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6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
[ ] Director [ X ] 10% Owner
[ ] Officer (give title below) [ ] Other (specify below)
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7. Individual or Joint/Group Filing (Check Applicable Line)
[ ] Form filed by One Reporting Person
[ X ] Form filed by More than One Reporting Person
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<TABLE>
<CAPTION>
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Table I -- Non-Derivative Securities Acquired, Disposed of, |
or Beneficially Owned |
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| | | | |6. | |
| | | 4. |5. |Owner- | |
| | | Securities Acquired (A) or |Amount of |ship | |
| | 3. | Disposed of (D) |Securities |Form: |7. |
|2. | Transaction| (Instr. 3, 4 and 5) |Beneficially |Direct |Nature of |
|Transaction | Code | -------------------------------|Owned at End |(D) or |Indirect |
1. |Date | (Instr. 8) | | (A) | |of Month |Indirect |Beneficial|
Title of Security |(Month/Day/ | -----------| Amount | or | Price |(Instr. 3 |(I) |Ownership |
(Instr. 3) |Year) | Code | V | | (D) | |and 4) |(Instr.4)|(Instr. 4)|
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<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
| | | | | | | | | |
Class A Common Stock | 11/1/99 | P | | 100 | A | $11.9375 | 01 | 01 | 01 |
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</TABLE>
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction
4(b)(v).
FORM 4 (continued)
<TABLE>
<CAPTION>
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Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned |
(e.g., puts, calls, warrants, options, convertible securities) |
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| | | | | | | |9. |10. | |
| | | | | | | |Number |Owner-| |
| | | | | | | |of |ship | |
|2. | | | | | | |Deriv- |of | |
|Conver- | | | 5. | |7. | |ative |Deriv-|11. |
|sion | | | Number of | |Title and Amount | |Secur- |ative |Nature|
|or | | | Derivative |6. |of Underlying |8. |ities |Secur-|of |
|Exer- | |4. | Securities |Date |Securities |Price |Bene- |ity: |In- |
|cise |3. |Trans-| Acquired (A) |Exercisable and |(Instr. 3 and 4) |of |ficially |Direct|direct|
|Price |Trans- |action| or Disposed |Expiration Date |-----------------------|Deriv- |Owned |(D) or|Bene- |
1. |of |action |Code | of (D) |(Month/Day/Year) | |Amount |ative |at End |In- |ficial|
Title of |Deriv- |Date |(Instr| (Instr. 3, |-----------------| |or |Secur- |of |direct|Owner-|
Derivative |ative |(Month/ |8) | 4 and 5) |Date |Expira- | |Number |ity |Month |(I) |ship |
Security |Secur- |Day/ |------| ------------ |Exer- |tion | |of |(Instr. |(Instr. |(Instr|(Instr|
(Instr. 3) |ity |Year) |Code|V| (A) | (D) |cisable |Date |Title |Shares |5) |4) |4) |4) |
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<S> <C> <C> <C> <C><C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Series A Senior| | | | | | | | | | | | | | |
Cumulative | | | | | | | | | | | | | | |
Convertible | | | | | | | | | | | | | | |
Exchangeable | | | | | | | | | | | | | | |
Preferred Stock| | | | | | | | | Class A | | | | | |
par value $1.00| $25.00 | | | | | |11/30/99| 02 | Common Stock| 01,02 | | 01,02 | 01 | 01 |
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</TABLE>
Instruction 4(b)(v) list of other Reporting Persons:
This statement is being filed by GS Capital Partners III, L.P. ("GS Capital
III"), GS Capital Partners III Offshore ("GS Offshore"), GS Capital Partners III
Germany Civil Law Partnership ("GS Germany"), Stone Street Fund 1998, L.P.
("1998 Stone"), Bridge Street Fund 1998, L.P. ("1998 Bridge" and together with
GS Capital III, GS Offshore, GS Germany and 1998 Stone, the "Limited
Partnerships"), Stone Street 1998, L.L.C. ("Stone GP"), GS Advisors III, L.P.
("GS Advisors"), GS Advisors III (Cayman), L.P. ("GS Advisors Cayman"), Goldman
Sachs & Co. oHG ("GS oHG"), Goldman, Sachs & Co. ("Goldman Sachs"), and The
Goldman Sachs Group, Inc. ("GS Group" and, together with Goldman Sachs, GS
Advisors, GS Advisors Cayman, GS oHG, Stone GP and the Limited Partnerships, the
"Reporting Persons"). The principal place of business of each of the Reporting
Persons is 85 Broad Street, New York, New York, 10004.
Explanation of Responses:
01: The securities reported herein as indirectly purchased were purchased and
may be deemed to be beneficially owned directly by Goldman Sachs. Without
admitting legal obligation, Goldman Sachs will remit appropriate profits, if
any, to the Company.
Goldman Sachs may be deemed to own beneficially and directly and GS Group may be
deemed to own beneficially and indirectly 100 shares of Class A Common Stock.
Goldman Sachs and GS Group may be deemed to own beneficially and indirectly in
the aggregate 2,651,000 shares of Class A Common Stock, consisting of (i)
408,000 shares of Class A Common Stock beneficially owned by the Limited
Partnerships, and (ii) 2,200,000 shares of Class A Common Stock which may be
deemed to be beneficially owned by the Limited Partnerships by reason of their
ownership of 550,000 shares of Series A Preferred Stock. Affiliates of Goldman
Sachs and GS Group are the general partner or managing general partner or
managing partner of the Limited Partnerships. Goldman Sachs is the investment
manager of GS Capital III, GS Offshore and GS Germany. Goldman Sachs is an
indirect wholly-owned subsidiary of GS Group. The Reporting Persons other than
Goldman Sachs and GS Group disclaim beneficial ownership of the securities owned
by Goldman Sachs. Goldman Sachs and GS Group each disclaim beneficial ownership
of the securities owned by the Limited Partnerships except to the extent of
their pecuniary interest therein.
GS Capital III may be deemed to own beneficially and directly and its general
partner, GS Advisors, may be deemed to own beneficially and indirectly an
aggregate of 1,776,731 shares of Class A Common Stock, consisting of (i) 277,955
shares of Class A Common Stock and (ii) 1,498,776 shares of Class A Common Stock
which may be deemed to be beneficially owned by GS Capital III by reason of its
ownership of 374,694 shares of Series A Preferred Stock. GS Advisors disclaims
beneficial ownership of the securities reported herein except to the extent of
its pecuniary interest therein.
GS Offshore may be deemed to own beneficially and directly and its general
partner, GS Advisors Cayman, may be deemed to own beneficially and indirectly an
aggregate of 448,445 shares of Class A Common Stock, consisting of (i) 36,413
shares of Class A Common Stock and (ii) 412,032 shares of Class A Common Stock
which may be deemed to be beneficially owned by GS Offshore by reason of its
ownership of 103,008 shares of Series A Preferred Stock. GS Advisors Cayman
disclaims beneficial ownership of the securities reported herein except to the
extent of its pecuniary interest therein.
GS Germany may be deemed to own beneficially and directly and its managing
partner, GS oHG, may be deemed to own beneficially and indirectly an aggregate
of 82,024 shares of Class A Common Stock, consisting of (i) 12,832 shares of
Class A Common Stock and (ii) 69,192 shares of Class A Common Stock which may be
deemed to be beneficially owned by GS Germany by reason of its ownership of
17,298 shares of Series A Preferred Stock. GS oHG disclaims beneficial ownership
of the securities reported herein except to the extent of its pecuniary interest
therein.
1998 Stone may be deemed to own beneficially and directly and its general
partner, Stone GP, may be deemed to own beneficially and indirectly an aggregate
of 200,337 shares of Class A Common Stock, consisting of (i) 31,341 shares of
Class A Common Stock and (ii) 168,996 shares of Class A Common Stock which may
be deemed to be beneficially owned by 1998 Stone by reason of its ownership of
42,249 shares of Series A Preferred Stock. Stone GP disclaims beneficial
ownership of the securities reported herein except to the extent of its
pecuniary interest therein.
1998 Bridge may be deemed to own beneficially and directly and its managing
general partner, Stone GP, may be deemed to own beneficially and indirectly, an
aggregate of 60,463 shares of Class A Common Stock, consisting of (i) 9,459
shares of Class A Common Stock and (ii) 51,004 shares of Class A Common Stock
which may be deemed to be beneficially owned by 1998 Bridge by reason of its
ownership of 12,751 shares of Series A Preferred Stock. Stone GP disclaims
beneficial ownership of the securities reported herein except to the extent of
its pecuniary interest therein.
02: Each share of Series A Preferred Stock is convertible, on and after November
30, 1999, at any time at the option of the holder into four shares of Class A
Common Stock.
SIGNATURES:
GOLDMAN, SACHS & CO.
By: /s/ Roger S. Begelman
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Name: Roger S. Begelman
Title: Attorney-in-fact
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Roger S. Begelman
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Name: Roger S. Begelman
Title: Attorney-in-fact
GS ADVISORS III, L.P.
By: /s/ Roger S. Begelman
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Name: Roger S. Begelman
Title: Attorney-in-fact
GS ADVISORS III (CAYMAN), L.P.
By: /s/ Roger S. Begelman
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Name: Roger S. Begelman
Title: Attorney-in-fact
GS CAPITAL PARTNERS III, L.P.
By: /s/ Roger S. Begelman
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Name: Roger S. Begelman
Title: Attorney-in-fact
GS CAPITAL PARTNERS III OFFSHORE, L.P.
By: /s/ Roger S. Begelman
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Name: Roger S. Begelman
Title: Attorney-in-fact
GS CAPITAL PARTNERS III GERMANY
CIVIL LAW PARTNERSHIP (with limitation
of liability)
By: /s/ Roger S. Begelman
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Name: Roger S. Begelman
Title: Attorney-in-fact
GOLDMAN, SACHS & CO. oHG
By: /s/ Roger S. Begelman
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Name: Roger S. Begelman
Title: Attorney-in-fact
STONE STREET FUND 1998, L.P.
By: Stone Street 1998, L.L.C.
By: /s/ Katherine L. Nissenbaum
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Name: Katherine L. Nissenbaum
Title: Vice President
BRIDGE STREET FUND 1998, L.P.
By: Stone Street 1998, L.L.C.
By: /s/ Katherine L. Nissenbaum
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Name: Katherine L. Nissenbaum
Title: Vice President
STONE STREET 1998, L.L.C.
By: /s/ Katherine L. Nissenbaum
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Name: Katherine L. Nissenbaum
Title: Vice President
Date: December 10, 1999
** Intentional misstatements or omissions of facts constitute Federal
Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, see Instruction 6 for procedures.
Alternatively, this Form is permitted to be submitted to the
Commission in electronic format at the option of the reporting person
pursuant to Rule 101(b)(4) of Regulation S-T.
