UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
CARMIKE CINEMAS, INC.
-------------------------------------------------------------------
(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $.03 PER SHARE
-------------------------------------------------------------------
(Title of Class of Securities)
143436103
---------------------------------------------------------
(CUSIP Number)
---------------------------------------------------------
DAVID J. GREENWALD, ESQ.
GOLDMAN, SACHS & CO.
85 BROAD STREET
NEW YORK, NY 10004
(212) 902-1000
---------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
OCTOBER 1, 1999
---------------------------------------------------------
(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 schedule because of Rule 13d-1(b)(3) or (4), check the following
box: [ ]
NOTE: Six copies 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. 143436103 Page 2 of 24 Pages
- ------------------------- ---------------------
- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GOLDMAN, SACHS & CO.
- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- ----------------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF-WC-OO
- ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE ORGANIZATION
NEW YORK
- ----------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF
----------------------------------------------------------
8 SHARED VOTING POWER
SHARES 2,651,000
BENEFICIALLY
----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
OWNED BY 0
EACH
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING 2,651,000
PERSON WITH
- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 2,651,000
- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.8%
- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
BD-PN-IA
- ----------------------------------------------------------------------
*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
- ------------------------- ---------------------
CUSIP No. 143436103 Page 3 of 24 Pages
- ------------------------- ---------------------
- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE GOLDMAN SACHS GROUP, INC.
- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- ----------------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF-OO
- ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE ORGANIZATION
DELAWARE
- ----------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF
----------------------------------------------------------
8 SHARED VOTING POWER
SHARES 2,651,000
BENEFICIALLY
----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
OWNED BY 0
EACH
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING 2,651,000
PERSON WITH
- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,651,000
- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.8%
- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC-CO
- ----------------------------------------------------------------------
*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
- ------------------------- ---------------------
CUSIP No. 143436103 Page 4 of 24 Pages
- ------------------------- ---------------------
- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS CAPITAL PARTNERS III, L.P.
- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- ----------------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE ORGANIZATION
DELAWARE
- ----------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF
----------------------------------------------------------
8 SHARED VOTING POWER
SHARES 1,776,731
BENEFICIALLY
----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
OWNED BY 0
EACH
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING 1,776,731
PERSON WITH
- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,776,731
- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.5%
- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- ----------------------------------------------------------------------
*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
- ------------------------- ---------------------
CUSIP No. 143436103 Page 5 of 24 Pages
- ------------------------- ---------------------
- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS ADVISORS III, L.P.
- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- ----------------------------------------------------------------------
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 ORGANIZATION
DELAWARE
- ----------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF
----------------------------------------------------------
8 SHARED VOTING POWER
SHARES 1,776,731
BENEFICIALLY
----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
OWNED BY 0
EACH
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING 1,776,731
PERSON WITH
- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,776,731
- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.5%
- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- ----------------------------------------------------------------------
*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
- ------------------------- ---------------------
CUSIP No. 143436103 Page 6 of 24 Pages
- ------------------------- ---------------------
- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS CAPITAL PARTNERS III OFFSHORE, L.P.
- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- ----------------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE ORGANIZATION
CAYMAN ISLANDS
- ----------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF
----------------------------------------------------------
8 SHARED VOTING POWER
SHARES 448,445
BENEFICIALLY
----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
OWNED BY 0
EACH
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING 448,445
PERSON WITH
- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
448,445
- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- ----------------------------------------------------------------------
*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
- ------------------------- ---------------------
CUSIP No. 143436103 Page 7 of 24 Pages
- ------------------------- ---------------------
- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS ADVISORS III (CAYMAN), L.P.
- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- ----------------------------------------------------------------------
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 ORGANIZATION
CAYMAN ISLANDS
- ----------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF
----------------------------------------------------------
8 SHARED VOTING POWER
SHARES 448,445
BENEFICIALLY
----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
OWNED BY 0
EACH
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING 448,445
PERSON WITH
- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
448,445
- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- ----------------------------------------------------------------------
*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
- ------------------------- ---------------------
CUSIP No. 143436103 Page 8 of 24 Pages
- ------------------------- ---------------------
- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS CAPITAL PARTNERS III GERMANY CIVIL LAW PARTNERSHIP
- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- ----------------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE ORGANIZATION
GERMANY
- ----------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF
----------------------------------------------------------
8 SHARED VOTING POWER
SHARES 82,024
BENEFICIALLY
----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
OWNED BY 0
EACH
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING 82,024
PERSON WITH
- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
82,024
- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- ----------------------------------------------------------------------
*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
- ------------------------- ---------------------
CUSIP No. 143436103 Page 9 of 24 Pages
- ------------------------- ---------------------
- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GOLDMAN, SACHS & CO. OHG
- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- ----------------------------------------------------------------------
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 ORGANIZATION
GERMANY
- ----------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF
----------------------------------------------------------
8 SHARED VOTING POWER
SHARES 82,024
BENEFICIALLY
----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
OWNED BY 0
EACH
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING 82,024
PERSON WITH
- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
82,024
- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- ----------------------------------------------------------------------
*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
- ------------------------- ---------------------
CUSIP No. 143436103 Page 10 of 24 Pages
- ------------------------- ---------------------
- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STONE STREET FUND 1998, L.P.
- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- ----------------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE ORGANIZATION
DELAWARE
- ----------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF
----------------------------------------------------------
8 SHARED VOTING POWER
SHARES 200,337
BENEFICIALLY
----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
OWNED BY 0
EACH
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING 200,337
PERSON WITH
- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
200,337
- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- ----------------------------------------------------------------------
*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
- ------------------------- ---------------------
CUSIP No. 143436103 Page 11 of 24 Pages
- ------------------------- ---------------------
- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BRIDGE STREET FUND 1998, L.P.
- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- ----------------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE ORGANIZATION
DELAWARE
- ----------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF
----------------------------------------------------------
8 SHARED VOTING POWER
SHARES 60,463
BENEFICIALLY
----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
OWNED BY 0
EACH
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING 60,463
PERSON WITH
- ----------------------------------------------------------------------
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
60,463
- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- ----------------------------------------------------------------------
*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
- ------------------------- ---------------------
CUSIP No. 143436103 Page 12 of 24 Pages
- ------------------------- ---------------------
- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STONE STREET ADVANTAGE CORP.
- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- ----------------------------------------------------------------------
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 ORGANIZATION
DELAWARE
- ----------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF
----------------------------------------------------------
8 SHARED VOTING POWER
SHARES 260,800
BENEFICIALLY
----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
OWNED BY 0
EACH
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING 260,800
PERSON WITH
- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
260,800
- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- ----------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, REPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
ITEM 1. Security and Issuer.
This statement on Schedule 13D relates to the Class A common
stock, par value $.03 per share (the "Class A Common Stock") of Carmike Cinemas,
Inc., a Delaware corporation (the "Company"). The principal executive offices of
the Company are at 1301 First Avenue, Columbus, Georgia 31901.
ITEM 2. Identity and Background.
This statement is being filed by GS Capital Partners III, L.P.
("GS Capital III"), GS Capital Partners III Offshore, L.P. ("GS Offshore"), GS
Capital Partners III Germany Civil Law Partnership ("GS Germany"), Stone Street
Fund 1998, L.P. ("1998 Stone"), and 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 Advantage Corp. ("Stone Advantage"), 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. (together with its predecessor, The
Goldman Sachs Group, L.P., a Delaware limited partnership, "GS Group" and,
together with Goldman Sachs, GS Advisors, GS Advisors Cayman, GS oHG, Stone
Advantage and the Limited Partnerships, the "Filing Persons").1
Each of GS Capital III, a Delaware limited partnership, GS
Offshore, a Cayman Islands exempted limited partnership, and GS Germany, a
German civil law partnership, was formed for the purpose of investing in equity
and equity-related securities primarily acquired or issued in leveraged
acquisitions, reorganizations and other private equity transactions. GS
Advisors, a Delaware limited partnership, is the sole general partner of GS
Capital III. GS Advisors Cayman, a Cayman Islands exempted limited partnership,
is the sole general partner of GS Offshore. GS oHG is the sole managing partner
of GS Germany. 1998 Stone and 1998 Bridge, each a Delaware limited partnership,
were formed for the purpose of investing in equity and equity-related securities
primarily acquired or issued in leveraged acquisitions, reorganizations, and
other private equity transactions and in other financial instruments. Stone
Advantage, a Delaware corporation, is the sole general partner of 1998 Stone and
the sole managing general partner of 1998 Bridge, and is a wholly owned
subsidiary of GS Group. Goldman Sachs, a New York limited partnership, is an
investment banking firm and a member of the New York Stock Exchange, Inc. and
other national exchanges. Goldman Sachs also serves as the investment manager
for GS Capital III, GS Offshore and GS Germany. Goldman Sachs is wholly owned,
directly and indirectly, by GS Group. GS Group is a Delaware corporation and
holding company that (directly and indirectly through subsidiaries or affiliated
companies or both) is a leading investment banking organization. The principal
business address of each Filing Person (other than GS Offshore, GS Advisors
Cayman, GS Germany and GS oHG) is 85 Broad Street, New York, NY 10004. The
principal business address for each of GS Offshore and GS Advisors Cayman is c/o
Maples and Calder, P.O. Box 309, Grand Cayman, Cayman Islands. The principal
business address for each of GS Germany and GS oHG is MesseTurm, 60308 Frankfurt
am Main, Germany.
The name, business address, present principal occupation or
employment and citizenship of each director of GS Group are set forth in
Schedule I hereto and are incorporated herein by reference. The name, business
address, present principal occupation or employment and citizenship of each
director and executive officer of GS Advisors III, L.L.C., a Delaware limited
liability company and the sole general partner of GS Advisors and GS Advisors
Cayman are set forth in Schedule II-A hereto and are incorporated herein by
reference. The name, business address, present principal occupation or
employment and citizenship of each director
- ----------------------
1 Neither the present filing nor anything contained herein shall be construed
as an admission that any Filing Person constitutes a "person" for any purpose
other than for compliance with Section 13(d) of the Securities Exchange Act
of 1934.
-13-
<PAGE>
and executive officer of Stone Advantage are set forth in Schedule II-B hereto
and are incorporated by reference. The name, business address, present principal
occupation or employment and citizenship of each executive officer and director
of Goldman, Sachs & Co. Finanz GmbH, which is the sole managing general partner
of GS oHG, are set forth in Schedule II-C and are incorporated herein by
reference.
During the last five years, none of the Filing Persons, nor, to
the knowledge of each of the Filing Persons, any of the person listed on
Schedules I, II-A, II-B, or II-C hereto, (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to 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 violation with respect to such laws.
ITEM 3. Source and Amount of Funds or Other Consideration.
As described herein, on November 30, 1998, GS Capital III, GS
Offshore, GS Germany (through its nominee, Goldman, Sachs & Co. Verwaltungs
GmbH) and GS Group (collectively, the "Purchasers") purchased, pursuant to the
Stock Purchase Agreement, dated as of November 22, 1998, by and among the
Company and the Purchasers (the "Stock Purchase Agreement"), the full text of
which is filed as Exhibit 1 hereto and incorporated herein by reference, for an
aggregate purchase price of $55,000,000, an aggregate of 550,000 shares of 5.5%
Series A Senior Cumulative Convertible Exchangeable Preferred Stock, par value
$1.00 per share, of the Company (the "Series A Preferred Stock"). Pursuant to a
Transfer Agreement, dated as of January 20, 1999, by and among GS Group, 1998
Stone and 1998 Bridge (the "Transfer Agreement"), GS Group sold 42,249 shares of
Series A Preferred Stock to 1998 Stone for $4,224,913 in cash, and sold 12,751
shares of Series A Preferred Stock to 1998 Bridge for $1,275,087 in cash. GS
Capital III, GS Offshore, GS Germany, 1998 Stone, and 1998 Bridge are referred
to herein collectively as the "Current Holders." The full text of the Transfer
Agreement is filed as Exhibit 3 hereto and incorporated herein by reference.
In addition, the Limited Partnerships hold an aggregate of
408,000 shares of Class A Common Stock that were acquired on February 3, 1999 in
a private transaction (the "February 1999 Purchase").
The funds used by the applicable Limited Partnerships to purchase
the Series A Preferred Stock under the Stock Purchase Agreement and under the
Transfer Agreement and to purchase the shares of Class A Common Stock in the
February 1999 Purchase, were obtained by such entities from capital
contributions by their partners and from the available funds of such entities.
None of the individuals listed on Schedules I, II-A, II-B or II-C
hereto has contributed any funds or other consideration towards the purchase of
the securities of the Company except insofar as they may have partnership
interests in any of the Filing Persons and have made capital contributions to
any of the Filing Persons, as the case may be.
As set forth in Item 5, Goldman Sachs may be deemed to
beneficially own an additional 43,000 shares of Class A Common Stock held in
client accounts with respect to which Goldman Sachs or employees of Goldman
Sachs have voting or investment discretion, or both ("Managed Accounts").
Goldman Sachs disclaims beneficial ownership of shares of Class A Common Stock
held in Managed Accounts. The funds used to purchase shares of Class A Common
Stock for Managed Accounts came from client funds.
ITEM 4. Purpose of the Transaction.
Pursuant to the Stock Purchase Agreement, on November 30, 1998
the Purchasers purchased an aggregate of 550,000 shares of Series A Preferred
Stock for an aggregate purchase
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price of $55,000,000 (the "Purchase"). Under the terms of the Company's
Certificate of Designations (as defined below), at any time after November 30,
1999 (which is the one year anniversary of the date of the closing of the
Purchase (the "Closing Date")), each share of Series A Preferred Stock is
convertible at the option of the holder into four shares (subject to adjustment
in certain circumstances) of Class A Common Stock. Consequently, as of October
1, 1999, each of the Current Holders may be deemed under Rule 13d-3 under the
Exchange Act of 1934, as amended, (the "Exchange Act") to beneficially own the
shares of Class A Common Stock into which the Series A Preferred Stock may be
converted.
The Limited Partnerships purchased the 408,000 shares of Class A
Common Stock and 550,000 shares of Series A Preferred Stock for the purpose of
acquiring an equity interest in the Company. In addition, as set forth in Item
5, Goldman Sachs may be deemed to beneficially own 43,000 shares of Class A
Common Stock held in Managed Accounts. Goldman Sachs disclaims beneficial
ownership of the shares of Class A Common Stock held in Managed Accounts. See
Item 5.
Except as disclosed herein, none of the Filing Persons or, to the
knowledge of the Filing Persons, any of the persons listed on Schedules I, II-A,
II-B or II-C hereto has any present plans or intentions which would result in or
relate to any of the transactions described in subparagraphs (a) through (j) of
Item 4 of Schedule 13D.
Each of the Filing Persons expects to evaluate on an ongoing
basis the Company's financial condition, business, operations and prospects, the
market price of the Class A Common Stock, conditions in the securities markets
generally, general economic and industry conditions and other factors.
Accordingly, each Filing Person reserves the right to change its plans and
intentions at any time, as it deems appropriate. In particular, any one or more
of Filing Persons (and their respective affiliates) may purchase additional
shares of Class A Common Stock or Series A Preferred Stock or other securities
of the Company or may sell or transfer shares of Class A Common Stock or Series
A Preferred Stock (or any of the shares of Class A Common Stock into which such
Series A Preferred Stock is converted or any Convertible Debt, as defined below,
for which such Series A Preferred Stock is exchanged) beneficially owned by them
from time to time in public or private transactions and/or may enter into
privately negotiated derivative transactions with institutional counterparties
to hedge the market risk of some or all of their positions in the shares of
Class A Common Stock, Series A Preferred Stock or other securities and/or may
cause any of the Limited Partnerships to distribute in kind to their
respective partners shares of Class A Common Stock or Series A Preferred Stock
or other securities owned by such Limited Partnerships. Any such
transactions may be effected at any time or from time to time (subject to any
applicable limitations imposed on the sale of any of their Company securities by
the Securities Act or other applicable law). To the knowledge of each Filing
Person, each of the persons listed on Schedules I, II-A, II-B or II-C hereto may
make similar evaluations from time to time or on an ongoing basis.
The Company has informed the Purchasers that it issued the Series
A Preferred Stock to the Purchasers in order to finance its operations and for
other general corporate purposes.
ITEM 5. Interest in Securities of the Issuer.
(a) Based on the information disclosed in the Quarterly Report
on Form 10-Q for the quarter ended June 30, 1999, filed by the Company on August
11, 1999 (the "10-Q"), as of August 11, 1999, there were 9,968,287 shares of
Class A Common Stock outstanding.
As of October 1, 1999, GS Capital III beneficially owns, and its
general partner, GS Advisors, may be deemed to beneficially own, an aggregate of
1,776,731 shares of Class A Common Stock, consisting of (i) 277,955 shares of
Class A Common Stock acquired by GS Capital III in the February 1999 Purchase,
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 as described above, representing in the
aggregate
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<PAGE>
15.5% of the shares of Class A Common Stock reported to be outstanding on the
10-Q.
As of October 1, 1999, GS Offshore beneficially owns, and its
general partner, GS Advisors Cayman, may be deemed to beneficially own, an
aggregate of 448,445 shares of Class A Common Stock, consisting of (i) 36,413
shares of Class A Common Stock acquired by GS Offshore in the February 1999
Purchase, 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 as described above, representing in the
aggregate 4.7% of the shares of Class A Common Stock reported to be outstanding
on the 10-Q.
As of October 1, 1999, GS Germany beneficially owns and its
managing partner, GS oHG may be deemed to beneficially own, an aggregate of
82,024 shares of Class A Common Stock, consisting of (i) 12,832 shares of Class
A Common Stock acquired by GS Germany in the February 1999 Purchase, 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 as described above, representing in the aggregate 0.8% of the
shares of Class A Common Stock reported to be outstanding on the 10-Q.
As of October 1, 1999, 1998 Stone beneficially owns and its
general partner, Stone Advantage, may be deemed to beneficially own an aggregate
of 200,337 shares of Class A Common Stock, consisting of (i) 31,341 shares of
Class A Common Stock acquired by 1998 Stone in the February 1999 Purchase, 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 as described above, representing in the aggregate 2.0%
of the shares of Class A Common Stock reported to be outstanding on the 10-Q.
As of October 1, 1999, 1998 Bridge beneficially owns and its
managing general partner, Stone Advantage, may be deemed to beneficially own, an
aggregate of 60,463 shares of Class A Common Stock, consisting of (i) 9,459
shares of Class A Common Stock acquired by 1998 Bridge in the February 1999
Purchase, 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 as described above, representing in the aggregate
0.6% of the shares of Class A Common Stock reported to be outstanding on the
10-Q.
As of October 1, 1999, Stone Advantage, as the general partner of
1998 Stone and the managing general partner of 1998 Bridge may be deemed to own
beneficially an aggregate of 260,800 shares of Class A Common Stock, consisting
of (i) 31,341 shares of Class A Common Stock acquired by 1998 Stone in the
February 1999 Purchase, (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 as described above, (iii) 9,459 shares
of Class A Common Stock acquired by 1998 Bridge in the February 1999 Purchase,
and (iv) 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 as described above, representing in the aggregate 2.6%
of the shares of Class A Common Stock reported to be outstanding on the 10-Q.
As of October 1, 1999, each of Goldman Sachs and GS Group may be
deemed to beneficially own an aggregate of 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, as described above, (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 as described above, and (iii) 43,000 shares of Class A Common
Stock held in Managed Accounts, representing in the aggregate approximately
21.8% of the shares of Class A Common Stock reported to be outstanding in the
10-Q. Each of Goldman Sachs and GS Group disclaims beneficial ownership of (i)
the shares of Class A Common Stock beneficially owned by the Limited
Partnerships to the extent of partnership interests in the
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<PAGE>
Limited Partnerships held by persons other than Goldman Sachs, GS Group or their
affiliates and (ii) the shares of Class A Common Stock held in Managed Accounts.
None of the Filing Persons or, to the knowledge of the Filing
Persons, the persons listed on Schedules I, II-A, II-B or II-C hereto
beneficially owns any shares of Class A Common Stock other than as set forth
herein.
(b) Each Filing Person shares the power to vote or direct the
vote and to dispose or to direct the disposition of shares of Class A Common
Stock beneficially owned by such Filing Person as indicated in pages 2 through
12 above.
(c) No transactions in the shares of Class A Common Stock were
effected by the Filing Persons, or, to their knowledge, any of the persons
listed on Schedules I, II-A, II-B or II-C hereto, during the past sixty days.
(d) Except for clients of Goldman Sachs who may have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, any shares of Class A Common Stock held in Managed Accounts,
no other person is known by any Filing Person to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, any shares of Class A Common Stock beneficially owned by any Filing Person.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Under the terms of the Stock Purchase Agreement, under certain
circumstances holders of a majority of the Registrable Securities (as defined
below) have the right (which may be exercised not more than twice) to require
the Company to register under the Securities Act of 1933, as amended (the
"Securities Act"), all or part of the Registrable Securities. In addition,
subject to certain exceptions, holders of Registrable Securities have the right
to demand inclusion of Registrable Securities that the Current Holders
beneficially own in registrations by the Company of shares of Class A Common
Stock and the Class B Common Stock, par value $.03 per share, of the Company
(together with the Class A Common Stock, the "Common Stock") for the account of
the Company, a security holder or holders or otherwise. Subject to certain
exceptions (including certain registered public offerings), the Current Holders
(and/or their successors and/or permitted assigns) also have the right, until
November 30, 1999, which is the one year anniversary of the Closing Date, and
thereafter for so long as such persons collectively beneficially own shares of
Common Stock of the Company representing at least 5% of the total number of
shares of Common Stock outstanding, to purchase a percentage of any Common Stock
that the Company proposes to issue at any time equal to the percentage of
outstanding Common Stock then beneficially owned by the Current Holders. Subject
to certain exceptions, "Registrable Securities" means shares of Common Stock
into which shares of Series A Preferred Stock may be converted or shares of
Common Stock acquired in connection with the exercise of the preemptive rights
described in the immediately preceding sentence.
Under the terms of the Stock Purchase Agreement, for so long as
the Current Holders (and/or their successors and/or permitted assigns)
collectively beneficially own a number of shares of Common Stock that is not
less than 50% of the number of shares of Common Stock beneficially owned by the
Purchasers immediately after the Closing (assuming conversion of all shares of
Series A Preferred Stock), GS Capital III has the right to designate, at all
times and from time to time, two directors of the Company. For so long as the
Current Holders collectively beneficially own a number of shares of Common Stock
that is not less than 10% of the Common Stock held by the Purchasers immediately
after the Closing, GS Capital III has the right to designate, at all times and
from time to time, one director of the Company.
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<PAGE>
Under the terms of the Stock Purchase Agreement, until November
30, 1999, which is the one year anniversary of the Closing Date, and thereafter
for so long as the Current Holders (and/or their successors and/or permitted
assigns) collectively beneficially own shares of Common Stock representing at
least 5% of the total voting power of the Company, the Company shall not adopt
or enter into any "poison pill" rights plan or any similar plan or agreement
unless such plan or agreement would permit the Current Holders (and/or their
permitted assigns), their Affiliates (as defined in the Stock Purchase
Agreement) and their Managed Accounts to beneficially own the shares of capital
then held at that time plus an additional number of shares of capital stock
representing an additional 5% of the total voting power of the Company without
causing or triggering any adverse consequences to the Current Holders (and/or
their successors and/or permitted assigns) or otherwise giving rise to any
rights in any other person.
Preferred Stock.
Each share of Series A Preferred Stock is convertible at any time
after November 30, 1999 (the first anniversary of the Closing Date) into shares
of Class A Common Stock of the Company at the initial conversion ratio of four
shares of Class A Common Stock for every share of Series A Preferred Stock (the
"Conversion Ratio") subject to adjustment under certain circumstances as
provided for in the Certificate of Designations, Preferences and Relative,
Participating, Optional and Other Special Rights of 5.5% Series A Senior
Cumulative Convertible Exchangeable Preferred Stock (the "Certificate of
Designations"), the full text of which is filed as Exhibit 2 hereto and
incorporated herein by reference.
With respect to payment of dividends, redemption payments and
rights upon liquidation, dissolution or winding up the affairs of the Company,
the Series A Preferred Stock ranks senior and prior to the Common Stock and any
other class or series of capital stock of the Company that by its terms ranks
junior to the Series A Preferred Stock. The Series A Preferred Stock ranks on a
parity with all capital stock of the Company that ranks on a parity with the
Series A Preferred Stock with respect to redemption, dividend, and liquidation
rights. The Series A Preferred Stock ranks junior to all capital stock of the
Company that ranks senior to the Series A Preferred Stock with respect to
redemption, dividend, and liquidation rights.
The holders of the Series A Preferred Stock will receive
cumulative dividends at the annual rate of 5.5% of the sum of the Liquidation
Preference, plus all unpaid dividends, if any, whether or not declared, from the
date of issuance of Series A Preferred Stock to the applicable dividend payment
date, per share. Dividends accumulate on a daily basis, are payable quarterly,
and are payable in cash. In the event of any voluntary or involuntary
liquidation, dissolution or winding-up of the Company, the holders of the Series
A Preferred Stock are entitled to receive $100.00 per share (the "Liquidation
Preference") plus all unpaid dividends, if any, whether or not declared, to the
payment date.
In the event that either aggregate unpaid dividends exceed twice
the amount payable on a Dividend Payment Date (as defined in the Certificate of
Designations) or the Company materially breaches any material provision of the
Certificate of Designations or certain material provisions of the Stock Purchase
Agreement, and the breach remains uncured for 30 days after the Company becomes
aware of the breach, the holders of Series A Preferred Stock will be entitled to
elect to the Board of Directors of the Company two additional directors. Once
the Company declares and pays the unpaid dividends or cures a breach as
described above, the term of any director so elected will expire, and the
vacancy created by the expiration of the director's term will not be filled.
From and after November 30, 2001 (the third anniversary of the
Closing Date) the Company, at its option, may within 45 days of any "150% Date"
(as defined below) redeem shares of Series A Preferred Stock, in whole or in
part, at the sole discretion of the Board of Directors of the Company, to the
extent it has funds legally available therefor, at the redemption price of 100%
of the Liquidation Preference, plus an amount equal to the unpaid dividends, if
any, whether or not declared, to the redemption date. If the shares of Series A
Preferred Stock are
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<PAGE>
called for redemption, conversion rights expire at the close of business on the
business day immediately preceding the redemption date. "150% Date" means any
date as of which the Closing Price (as defined in the Certificate of
Designations) of the Class A Common Stock equals or exceeds 150% of the
"Conversion Price" (currently $25.00, but subject to adjustments based on the
occurrence of various events as set forth in the Certificate of Designations)
for at least 20 of the 30 trading days immediately preceding such date.
Subject to certain limited restrictions, the Company may, at any
time, in whole but not in part, exchange 5.5% convertible debentures of the
Company ("the "Convertible Debt"), in whole or in part, for outstanding shares
of Series A Preferred Stock. As set forth in the Certificate of Designations,
the Convertible Debt shall have a maturity date of November 30, 2008 (the tenth
anniversary of the Closing Date), shall have a principal amount equal to the
Liquidation Preference multiplied by the number of shares of Series A Preferred
Stock exchanged for such Convertible Debt, shall pay interest at the rate of
5.5% per annum (8.5% per annum in the event of default), shall provide for
holders thereof to have the right to put the Convertible Debt to the Company at
101% of principal plus accrued interest, and shall be convertible and redeemable
on terms substantially the same as those of Series A Preferred Stock.
Holders of shares of Series A Preferred Stock are entitled to
vote together as a single class with the holders of shares of Class A Common
Stock on all matters as to which holders of shares of Class A Common Stock are
entitled to vote. In such instances, each share of Series A Preferred Stock
entitles the holder to cast that number of votes per share as is equal to the
number of votes that such holder would be entitled to cast had such holder
converted its shares of Series A Preferred Stock into shares of Class A Common
Stock as of the appropriate record date.
In addition, holders of Series A Preferred Stock are entitled to
vote as a class separately from the Common Stock with respect to certain matters
specified in the Certificate of Designations that principally relate to
corporate matters affecting or potentially affecting the Series A Preferred
Stock.
The foregoing descriptions do not purport to be complete and are
qualified in their entirety by reference to the Stock Purchase Agreement and the
Certificate of Designations.
The response to Items 3 and 4 are hereby incorporated herein by
reference.
ITEM 7. Material to be Filed as Exhibits.
Exhibit 1 Stock Purchase Agreement, dated as of November 22, 1998, by
and among Carmike Cinemas, Inc., GS Capital Partners III, L.P.,
and certain affiliates of GS Capital Partners III, L.P.
(incorporated by reference to Exhibit 10.1 to the Annual Report
on Form 10-K of Carmike Cinemas, Inc., filed on March 30, 1999.)
Exhibit 2 Certificate of Designations, Preferences and Relative,
Participating, Optional and Other Special Rights of 5.5% Series A
Senior Cumulative Convertible Exchangeable Preferred Stock
(incorporated by reference to Exhibit 3.2 to the Annual Report on
Form 10-K of Carmike Cinemas, Inc. filed on March 30, 1999).
Exhibit 3 Transfer Agreement, dated as of January 20, 1999, by and
among The Goldman Sachs Group, L.P., Stone Street Fund 1998,
L.P., and Bridge Street Fund 1998, L.P.
Exhibit 4 Power of Attorney, dated December 21, 1998, relating to Goldman,
Sachs & Co.
Exhibit 5 Power of Attorney, dated May 7, 1999, relating to The Goldman
Sachs Group, Inc.
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<PAGE>
Exhibit 6 Power of Attorney, dated September 22, 1999, relating to GS
Capital Partners III, L.P.
Exhibit 7 Power of Attorney, dated September 22, 1999, relating to GS
Capital Partners III Offshore, L.P.
Exhibit 8 Power of Attorney, dated October 7, 1999 relating to GS Capital
Partners III Germany Civil Law Partnership.
Exhibit 9 Power of Attorney, dated September 22, 1999, relating to GS
Advisors III, L.P.
Exhibit 10 Power of Attorney, dated September 22, 1999, relating to GS
Advisors III (Cayman), L.P.
Exhibit 11 Power of Attorney, dated May 26, 1999, relating to Goldman,
Sachs & Co. oHG
Exhibit 12 Power of Attorney, dated September 22, 1999, relating to Stone
Street Fund 1998, L.P.
Exhibit 13 Power of Attorney, dated September 22, 1999, relating to Bridge
Street Fund 1998, L.P.
Exhibit 14 Power of Attorney, dated September 22, 1999, relating to Stone
Street Advantage Corp.
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<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.
October 8, 1999
GOLDMAN, SACHS & CO.
By: /s/ Roger S. Begelman
------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Roger S. Begelman
------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GS ADVISORS III, L.P.
By: /s/ Roger S. Begelman
------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GS ADVISORS III (CAYMAN), L.P.
By: /s/ Roger S. Begelman
-----------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GS CAPITAL PARTNERS III, L.P.
By: /s/ Roger S. Begelman
------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GS CAPITAL PARTNERS III
OFFSHORE, L.P.
By: /s/ Roger S. Begelman
------------------------------
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
------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
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<PAGE>
GOLDMAN, SACHS & CO. oHG
By: /s/ Roger S. Begelman
------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
STONE STREET FUND 1998, L.P.
By: /s/ Roger S. Begelman
------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
BRIDGE STREET FUND 1998, L.P.
By: /s/ Roger S. Begelman
------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
STONE STREET ADVANTAGE CORP.
By: /s/ Roger S. Begelman
------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
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<PAGE>
EXHIBITS
Exhibit 1 Stock Purchase Agreement, dated as of November 22, 1998, by
and among Carmike Cinemas, Inc., GS Capital Partners III, L.P.,
and certain affiliates of GS Capital Partners III, L.P.
(incorporated by reference to Exhibit 10.1 to the Annual Report
on Form 10-K of Carmike Cinemas, Inc., filed on March 30, 1999.)
Exhibit 2 Certificate of Designations, Preferences and Relative,
Participating, Optional and Other Special Rights of 5.5% Series A
Senior Cumulative Convertible Exchangeable Preferred Stock
(incorporated by reference to Exhibit 3.2 to the Annual Report on
Form 10-K of Carmike Cinemas, Inc. filed on March 30, 1999).
Exhibit 3 Transfer Agreement, dated as of January 20, 1999, by and
among The Goldman Sachs Group, L.P., Stone Street Fund 1998,
L.P., and Bridge Street Fund 1998, L.P.
Exhibit 4 Power of Attorney, dated December 21, 1998, relating to Goldman,
Sachs & Co.
Exhibit 5 Power of Attorney, dated May 7, 1999, relating to The Goldman
Sachs Group, Inc.
Exhibit 6 Power of Attorney, dated September 22, 1999, relating to GS
Capital Partners III, L.P.
Exhibit 7 Power of Attorney, dated September 22, 1999, relating to GS
Capital Partners III Offshore, L.P.
Exhibit 8 Power of Attorney, dated October 7, 1999, relating to GS
Capital Partners III Germany Civil Law Partnership.
Exhibit 9 Power of Attorney, dated September 22, 1999, relating to GS
Advisors III, L.P.
Exhibit 10 Power of Attorney, dated September 22, 1999, relating to GS
Advisors III (Cayman), L.P.
Exhibit 11 Power of Attorney, dated May 26, 1999, relating to Goldman,
Sachs & Co. oHG
Exhibit 12 Power of Attorney, dated September 22, 1999, relating to Stone
Street Fund 1998, L.P.
Exhibit 13 Power of Attorney, dated September 22, 1999, relating to Bridge
Street Fund 1998, L.P.
Exhibit 14 Power of Attorney, dated September 22, 1999, relating to Stone
Street Advantage Corp.
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<PAGE>
Schedule I
The name of each director of The Goldman Sachs Group, Inc. is set
forth below.
The business address of each person listed below except John L.
Thornton, Sir John Browne and James A. Johnson is 85 Broad Street, New York, NY
10004. The business address of John L. Thornton is 133 Fleet Street, London EC4A
2BB, England. The business address of Sir John Browne is BP Amoco plc, Brittanic
House, 1 Finsbury Circus, London EC2M, England. The business address of James A.
Johnson is Fannie Mae, 3900 Wisconsin Avenue NW, Washington, D.C. 20016. Each
person is a citizen of the United States of America except for Sir John Browne,
who is a citizen of the United Kingdom. The present principal occupation or
employment of each of the listed persons is set forth below.
Name Present Principal Occupation
- --------------------------------------------------------------------------------
Henry M. Paulson, Jr. Chairman and Chief Executive Officer of
The Goldman Sachs Group, Inc.
Robert J. Hurst Vice Chairman of The Goldman Sachs Group,
Inc.
John A. Thain President and Co-Chief Operating Officer
of The Goldman Sachs Group, Inc.
John L. Thornton President and Co-Chief Operating Officer
of The Goldman Sachs Group, Inc.
Sir John Browne Group Chief Executive of BP Amoco plc
James A. Johnson Chairman of the Executive Committee of the
Board of Fannie Mae
John L. Weinberg Senior Chairman of The Goldman Sachs
Group, Inc.
<PAGE>
Schedule II-A
The name, position and present principal occupation of each
director and executive officer of GS Advisors III, L.L.C., the sole general
partner of GS Advisors III, L .P., which is the sole general partner of GS
Capital Partners III, L.P. and the sole general partner of GS Advisors III
(Cayman), L.P., which is the sole general partner of GS Capital Partners III
Offshore, L.P., are set forth below.
The business address for all the executive officers and directors
listed below except Barry S. Volpert is 85 Broad Street, New York, New York
10004. The business address of Barry S. Volpert is 133 Fleet Street, London EC4A
2BB, England.
All executive officers and directors listed below are United
States citizens.
Name Position Present Principal
Occupation
- --------------------------------------------------------------------------------
Richard A. Friedman President Managing Director
of Goldman, Sachs & Co.
Terence M. O'Toole Vice President Managing Director of
Goldman, Sachs & Co.
Elizabeth S. Fascitelli Treasurer Managing Director of
Goldman, Sachs & Co.
Joseph H. Gleberman Vice President Managing Director of
Goldman, Sachs & Co.
Barry S. Volpert Vice President Managing Director of
Goldman Sachs
International
Eve M. Gerriets Vice President/ Vice President of
Secretary Goldman, Sachs & Co.
David J. Greenwald Assistant Secretary Managing Director of
Goldman, Sachs & Co.
Esta E. Stecher Assistant Secretary Managing Director of
Goldman, Sachs & Co.
James B. McHugh Assistant Secretary Vice President of
Goldman, Sachs & Co.
C. Douglas Fuge Assistant Treasurer Managing Director of
Goldman, Sachs & Co.
Dan H. Jester Assistant Treasurer Managing Director of
Goldman, Sachs & Co.
David A. Viniar Assistant Treasurer Managing Director of
Goldman, Sachs & Co.
Katherine B. Enquist Vice President Vice President of
Goldman, Sachs & Co.
<PAGE>
Schedule II-B
The name, position and present principal occupation of each
director and executive officer of Stone Street Advantage Corp., the sole general
partner of Stone Street Fund 1998, L.P. and the managing general partner of
Bridge Street Fund 1998, L.P., are set forth below.
The business a ddress for each of the executive officers and
directors listed below is 85 Broad Street, New York, New York 10004.
All executive officers and directors listed below are United
States citizens.
Name Position Present Principal
Occupation
- --------------------------------------------------------------------------------
Richard A. Friedman Director/Vice President Managing Director of
Goldman, Sachs & Co.
Terence M. O'Toole Director/Vice President Managing Director of
Goldman, Sachs & Co.
Joseph H. Gleberman Director/Vice President Managing Director of
Goldman, Sachs & Co.
Sanjeev K. Mehra Director/Vice Managing Director of
President/Treasurer Goldman, Sachs & Co.
Peter G. Sachs Director/Vice President Senior Director of
The Goldman Sachs
Group, Inc.
Peter M. Sacerdote Chairman/President Advisory Director of
Goldman, Sachs & Co.
David J. Greenwald Vice President Managing Director of
Goldman, Sachs & Co.
Esta E. Stecher Vice President Managing Director of
Goldman, Sachs & Co.
C. Douglas Fuge Assistant Treasurer Managing Director of
Goldman, Sachs & Co.
Eve M. Gerriets Vice President/Secretary Vice President of
Goldman, Sachs & Co.
Katherine B. Enquist Vice President Vice President of
Goldman, Sachs & Co.
Richard J. Stingi Vice President Vice President of
Goldman, Sachs & Co.
<PAGE>
Schedule II-C
The name, position and present principal occupation of each
executive officer and director of Goldman, Sachs & Co. Finanz GmbH which is the
sole managing general partner of Goldman, Sachs & Co. oHG are set forth below.
The business address for each of the executive officers and
directors listed below is MesseTurm, 60308 Frankfurt am Main, Germany.
Of the directors and executive officers listed below, Stefan J.
Jentzsch is a citizen of Germany, Gregory T. Hoogkamp is a citizen of the United
States and Paul M. Achleitner and Rudolf W. Ferscha are citizens of Austria.
Name Position Present Principal
Occupation
- --------------------------------------------------------------------------------
Paul M. Achleitner Managing Director Managing Director of
Goldman, Sachs & Co.
oHG
Stefan J. Jentzsch Managing Director Managing Director of
Goldman, Sachs & Co.
oHG
Gregory T. Hoogkamp Managing Director Managing Director of
Goldman, Sachs & Co.
oHG
Rudolf W. Ferscha Managing Director Executive Director of
Goldman, Sachs &
Co. oHG
Exhibit 3
TRANSFER AGREEMENT
TRANSFER AGREEMENT, dated as of January 20, 1999, by and among
THE GOLDMAN SACHS GROUP, L.P., a Delaware Limited Partnership ("GS Group"),
STONE STREET FUND 1998 L.P., a Delaware Limited Partnership ("Stone Street"),
and BRIDGE STREET FUND 1998 L.P., a Delaware limited partnership ("Bridge
Street").
WHEREAS, GS Group is hereby selling to Stone Street and Stone
Street is hereby buying from GS Group, for an aggregate purchase price of Four
Million Two Hundred Twenty-Four Thousand Nine Hundred Thirteen Dollars
($4,224,913), 42,249 shares of 5.5% Series A Senior Cumulative Convertible
Exchangeable Preferred Stock, par value $1.00 per share, of Carmike Cinemas,
Inc. (the "Company"); and
WHEREAS, GS Group is hereby selling to Bridge Street and Bridge
Street is hereby buying from GS Group, for an aggregate purchase price of One
Million Two Hundred Seventy-Five Thousand Eighty-Seven Dollars ($1,275,087),
12,751 shares of 5.5% Series A Senior Cumulative Convertible Exchangeable
Preferred Stock, par value $1.00 per share, of the Company.
NOW, THEREFORE, for good and valuable consideration, the receipt
and adequacy of which is hereby acknowledged, the parties hereto agree as
follows:
1. Stone Street hereby purchases 42,249 shares of 5.5% Series A
Senior Cumulative Convertible Exchangeable Preferred Stock, par value $1.00 per
share, of the Company, for an aggregate purchase price of Four Million Two
Hundred Twenty-Four Thousand Nine Hundred Thirteen Dollars ($4,224,913) from GS
Group.
2. Bridge Street hereby purchases 12,751 shares of 5.5% Series A Senior
Cumulative Convertible Exchangeable Preferred Stock, par value $1.00 per share,
of the Company, for an aggregate purchase price of One Million Two Hundred
Seventy-Five Thousand Eighty-Seven Dollars ($1,275,087), from GS Group.
3. GS Group hereby assigns, and each of Stone Street and Bridge
Street hereby assumes, all of the rights and obligations under that certain
Stock Purchase Agreement, dated as of November 22, 1998, by and among the
Company and GS Capital Partners III, L.P. and certain of its affiliates (the
"Stock Purchase Agreement") as if it were a Purchaser (as defined in the Stock
Purchase Agreement) of the 5.5% Series A Senior Cumulative Convertible
Exchangeable Preferred Stock, par value $1.00, of the Company, being transferred
hereby.
4. Each of Stone Street and Bridge Street hereby agrees to be
bound by the terms of that certain Letter Agreement dated as of January 15,
1999, by and among the Company and GS Capital Partners III, L.P., and certain of
its affiliates (the "Letter Agreement"), relating to the maturity date of
Convertible Debt referred to in the Letter Agreement, as if it were an original
party to the Letter Agreement.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed and delivered by their respective officers hereunto duly
authorized as of the date first written above.
THE GOLDMAN SACHS GROUP, L.P.
The Goldman Sachs Corporation, General Partner
By: /s/ Sanjeev K. Mehra
---------------------------------
Name: Sanjeev K. Mehra
Title: Executive Vice President
STONE STREET FUND 1998, L.P.
By: Stone Street Advantage Corp.,
General Partner
By: /s/ Katherine B. Enquist
---------------------------------
Name: Katherine B. Enquist
Title: Vice President
BRIDGE STREET FUND 1998, L.P.
By: Stone Street Advantage Corp.,
Managing General
Partner
By: /s/ Katherine B. Enquist
--------------------------------
Name: Katherine B. Enquist
Title: Vice President
<PAGE>
The Company hereby acknowledges, consents, and agrees to the
transfers, assignments and assumptions provided for herein, including for
purposes of Section 12.4 of the Stock Purchase Agreement.
CARMIKE CINEMAS, INC.
By: /s/ F. Lee Champion III
------------------------------
Name: F. Lee Champion III
Title: Senior Vice President
Exhibit 4
POWER OF ATTORNEY
This power of attorney will expire on December 31, 2000.
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, as amended,
giving and granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of December 21, 1998.
GOLDMAN, SACHS & CO.
By: The Goldman, Sachs & Co. L.L.C.
By: /s/ Robert J. Katz
-------------------------------
Name: Robert J. Katz
Title: Executive Vice President
Exhibit 5
POWER OF ATTORNEY
This power of attorney will expire on May 31, 2001.
KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP,
INC. (the "Company") does hereby make, constitute and appoint each of Hans L.
Reich and Roger S. Begelman, acting individually, its true and lawful attorney,
to execute and deliver in its name and on its behalf whether the Company is
acting individually or as representative of others, any and all filings required
to be made by the Company under the Securities Exchange Act of 1934, as amended,
giving and granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of May 7, 1999.
THE GOLDMAN, SACHS GROUP, INC.
By: /s/ Robert J. Katz
--------------------------
Name: Robert J. Katz
Title: Executive Vice President
and General Counsel
Exhibit 6
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS III,
L.P. (the "Company") does hereby make, constitute and appoint each of Hans L.
Reich and Roger S. Begelman, acting individually, its true and lawful attorney,
to execute and deliver in its name and on its behalf whether the Company is
acting individually or as representative of others, any and all filings required
to be made by the Company under the Securities Exchange Act of 1934, as amended,
giving and granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect
until either revoked in writing by the undersigned or until such time as the
person or persons to whom power of attorney has been hereby granted cease(s) to
be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of September 22, 1999.
GS CAPITAL PARTNERS III, L.P.
By: GS Advisors III, L.P.
By: GS Advisors III, L.L.C.
By: /s/ Kaca B. Enquist
---------------------------------
Name: Kaca B. Enquist
Title: Vice President
Exhibit 7
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS III
OFFSHORE, L.P. (the "Company") does hereby make, constitute and appoint each of
Hans L. Reich and Roger S. Begelman, acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, as amended, giving and granting unto each said attorney-in-fact power and
authority to act in the premises as fully and to all intents and purposes as the
Company might or could do if personally present by one of its authorized
signatories, hereby ratifying and confirming all that said attorney-in-fact
shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect
until either revoked in writing by the undersigned or until such time as the
person or persons to whom power of attorney has been hereby granted cease(s) to
be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of September 22, 1999.
GS CAPITAL PARTNERS III OFFSHORE, L.P.
By: GS Advisors III (CAYMAN), L.P.
By: GS Advisors III, L.L.C.
By: /s/ Kaca B. Enquist
------------------------------------
Name: Kaca B. Enquist
Title: Vice President
Exhibit 8
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS III
GERMANY CIVIL LAW PARTNERSHIP (the "Company") does hereby make, constitute and
appoint each of Hans L. Reich and Roger S. Begelman, acting individually, its
true and lawful attorney, to execute and deliver in its name and on its behalf
whether the Company is acting individually or as representative of others, any
and all filings required to be made by the Company under the Securities Exchange
Act of 1934, as amended, giving and granting unto each said attorney-in-fact
power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect
until either revoked in writing by the undersigned or until such time as the
person or persons to whom power of attorney has been hereby granted cease(s) to
be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of October 7, 1999.
GS CAPITAL PARTNERS III GERMANY CIVIL LAW
PARTNERSHIP
By: Goldman, Sachs & Co. oHG
By: Goldman, Sachs & Co. Finanz GmbH
By: /s/ Andreas Kornlein
-----------------------------------
Name: Andreas Kornlein
Title: Executive Director
By: /s/ Sabine Mock
-----------------------------------
Name: Sabine Mock
Title: Executive Director
Exhibit 9
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS ADVISORS III, L.P.
(the "Company") does hereby make, constitute and appoint each of Hans L. Reich
and Roger S. Begelman, acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, as amended,
giving and granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect
until either revoked in writing by the undersigned or until such time as the
person or persons to whom power of attorney has been hereby granted cease(s) to
be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of September 22, 1999.
GS ADVISORS III, L.P.
By: GS Advisors III, L.L.C.
-------------------------
By: /s/ Kaca B. Enquist
-------------------------
Name: Kaca B. Enquist
Title: Vice President
Exhibit 10
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS ADVISORS III (CAYMAN),
L.P. (the "Company") does hereby make, constitute and appoint each of Hans L.
Reich and Roger S. Begelman, acting individually, its true and lawful attorney,
to execute and deliver in its name and on its behalf whether the Company is
acting individually or as representative of others, any and all filings required
to be made by the Company under the Securities Exchange Act of 1934, as amended,
giving and granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect
until either revoked in writing by the undersigned or until such time as the
person or persons to whom power of attorney has been hereby granted cease(s) to
be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of September 22, 1999.
GS ADVISORS III (CAYMAN), L.P.
By: GS Advisors III, L.L.C.
By: /s/ Kaca B. Enquist
-----------------------------
Name: Kaca B. Enquist
Title: Vice President
Exhibit 11
POWER OF ATTORNEY
This power of attorney will expire on December 31, 2001.
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. oHG,
(the "Company") does hereby make, constitute and appoint each of Hans-Linhard
Reich and Roger S. Begelman, acting individually, its true and lawful attorney,
to execute and deliver in its name and on its behalf whether the Company is
acting individually or as representative of others, any and all filings required
to be made by the Company under the Securities Exchange Act of 1934, as amended,
giving and granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of May 26, 1999.
GOLDMAN, SACHS & CO. oHG
By: /s/ Andreas Kornlein
----------------------------
Name: Andreas Kornlein
By: /s/ Sabine Mock
-----------------------------
Name: Sabine Mock
Exhibit 12
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that STONE STREET FUND 1998,
L.P. (the "Company") does hereby make, constitute and appoint each of Hans L.
Reich and Roger S. Begelman, acting individually, its true and lawful attorney,
to execute and deliver in its name and on its behalf whether the Company is
acting individually or as representative of others, any and all filings required
to be made by the Company under the Securities Exchange Act of 1934, as amended,
giving and granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect
until either revoked in writing by the undersigned or until such time as the
person or persons to whom power of attorney has been hereby granted cease(s) to
be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of September 22, 1999.
STONE STREET FUND 1998, L.P.
By: Stone Street Advantage Corp.
By: /s/ Kaca B. Enquist
------------------------------
Name: Kaca B. Enquist
Title: Vice President
Exhibit 13
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that BRIDGE STREET FUND 1998,
L.P. (the "Company") does hereby make, constitute and appoint each of Hans L.
Reich and Roger S. Begelman, acting individually, its true and lawful attorney,
to execute and deliver in its name and on its behalf whether the Company is
acting individually or as representative of others, any and all filings required
to be made by the Company under the Securities Exchange Act of 1934, as amended,
giving and granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect
until either revoked in writing by the undersigned or until such time as the
person or persons to whom power of attorney has been hereby granted cease(s) to
be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of September 22, 1999.
BRIDGE STREET FUND 1998, L.P.
By: Stone Street Advantage Corp.
By: /s/ Kaca B. Enquist
----------------------------
Name: Kaca B. Enquist
Title: Vice President
Exhibit 14
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that STONE STREET ADVANTAGE
CORP. (the "Company") does hereby make, constitute and appoint each of Hans L.
Reich and Roger S. Begelman, acting individually, its true and lawful attorney,
to execute and deliver in its name and on its behalf whether the Company is
acting individually or as representative of others, any and all filings required
to be made by the Company under the Securities Exchange Act of 1934, as amended,
giving and granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect
until either revoked in writing by the undersigned or until such time as the
person or persons to whom power of attorney has been hereby granted cease(s) to
be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of September 22, 1999.
STONE STREET ADVANTAGE CORP.
By: /s/ Kaca B. Enquist
--------------------------
Name: Kaca B. Enquist
Title: Vice President
