<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
CARMIKE CINEMAS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
CARMIKE CINEMAS, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 2, 2000
The Annual Meeting of Stockholders of Carmike Cinemas, Inc. will be
held at the offices of Troutman Sanders LLP, Bank of America Plaza, 600
Peachtree Street, N.E., 52nd Floor, Atlanta, Georgia on Tuesday, May 2, 2000,
commencing at 10:00 a.m., E.D.T.
At the meeting, the stockholders will be asked to:
1. Elect nine (9) directors to serve for the ensuing
year or until their successors are duly elected and have
qualified; and
2. Transact any other business that may properly be
brought before the meeting.
The Board of Directors has fixed the close of business on March 20,
2000 as the record date for the determination of stockholders entitled to notice
of, and to vote at, the annual meeting or any adjournment thereof. Please mark,
sign and date the enclosed proxy card and mail it promptly in the accompanying
envelope.
By Order of the Board of Directors,
/s/ F. LEE CHAMPION, III
F. LEE CHAMPION, III
Secretary
Columbus, Georgia
April 7, 2000
IMPORTANT
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE
AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENVELOPE THAT HAS BEEN
PROVIDED. IN THE EVENT YOU ATTEND THE ANNUAL MEETING, YOU MAY REVOKE YOUR PROXY
AND VOTE YOUR SHARES IN PERSON.
<PAGE> 3
CARMIKE CINEMAS, INC.
PROXY STATEMENT FOR THE
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 2, 2000
This proxy statement and the accompanying proxy card are furnished to
the stockholders of Carmike Cinemas, Inc. ("Carmike") in connection with the
solicitation of proxies by the Board of Directors of Carmike for use at the
Annual Meeting of Stockholders of Carmike to be held on May 2, 2000, at the
offices of Troutman Sanders LLP, Bank of America Plaza, 600 Peachtree Street,
N.E., 52nd Floor, Atlanta, Georgia at 10:00 a.m., E.D.T and any adjournments
thereof. All stockholders are encouraged to attend the meeting. Your proxy is
requested, however, whether or not you attend in order to assure maximum
participation.
At the Annual Meeting, stockholders will be requested to act upon the
matters set forth in this proxy statement. If you are not present at the
meeting, your shares can be voted only when represented by proxy. You may cancel
your proxy before balloting begins by notifying the Secretary of Carmike in
writing at Carmike's principal executive offices. In addition, any proxy signed
and returned by you may be revoked at any time before it is voted by delivering
a new duly executed proxy card bearing a later date or by appearing and voting
in person at the meeting. It is anticipated that this proxy statement and
accompanying proxy card will first be mailed to Carmike's stockholders on or
about April 17, 2000. Carmike's 1999 Annual Report to Stockholders, which should
be read in conjunction with the matters discussed in this proxy statement, is
also enclosed. The expenses incidental to the preparation and mailing of this
proxy material are being paid by Carmike. No solicitation is planned beyond the
mailing of this proxy material to stockholders.
The principal executive offices of Carmike are located at 1301 First
Avenue, Columbus, Georgia 31901-2109. The telephone number is (706) 576-3400.
The close of business on March 20, 2000 has been fixed as the record
date for the determination of stockholders of Carmike entitled to notice of and
to vote at the Annual Meeting. On that date, Carmike had outstanding 9,968,287
shares of its Class A Common Stock, $.03 par value (the "Class A Common Stock"),
1,420,700 shares of its Class B Common Stock, $.03 par value (the "Class B
Common Stock" and, together with the Class A Common Stock, the "Common Stock"),
and 550,000 shares of its 5.5% Series A Senior Cumulative Convertible
Exchangeable Preferred Stock, $1.00 par value (the "Series A Preferred Stock").
Each share of Class A Common Stock entitles the holder thereof to one vote per
share on all matters properly coming before the meeting. Each share of Class B
Common Stock entitles the holder thereof to ten votes per share on all matters
properly coming before the meeting. Each share of Series A Preferred Stock
entitles the holder thereof to vote as though he held the four shares of Class A
Common Stock currently underlying each share of the Series A Preferred Stock
(i.e., four votes per share of Series A Preferred Stock).
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<PAGE> 4
At the Annual Meeting, the holders of stock representing a majority of
the voting power of all classes of stock issued and outstanding and entitled to
vote at the meeting, present in person or represented by proxy, constitutes a
quorum. Abstentions will be treated as present for purposes of determining a
quorum. Shares held by a broker as nominee (i.e., in "street name") that the
broker, as a result of incomplete instructions from the beneficial owner of
shares, cannot vote ("broker non-votes"), will also be treated as present for
quorum purposes. Directors are elected by a plurality of the votes cast by the
holders of Carmike's Class A Common Stock, Class B Common Stock and Series A
Preferred Stock voting together as a single class at a meeting at which a quorum
is present. Votes may be cast in favor of or withheld from each nominee; votes
that are withheld will be excluded entirely from the vote and will have no
effect. Under applicable Delaware law, a broker non-vote will have no effect on
the outcome of the election of directors.
I. ELECTION OF DIRECTORS
The Board of Directors has nominated the nine individuals named below
for election as directors of Carmike, each to serve until the next annual
meeting of stockholders and until his or her respective successor shall be duly
elected and shall qualify. All of the individuals nominated by the Board of
Directors for election are presently directors of Carmike. It is the present
intention of the persons named in the accompanying form of proxy to vote such
proxy (unless authority to so vote is withheld) for the election of the nine
nominees named below as directors of Carmike.
The Board of Directors expects that each of the nominees will be
available to stand for election and to serve as director. In the event a vacancy
among the original nominees occurs prior to the meeting, the proxies will be
voted for a substitute nominee or nominees named by the Board and for the
remaining nominees.
The following is a brief description of the business experience of each
nominee for at least the past five years. For purposes of this description,
references to Carmike include Carmike's predecessor, Martin Theatres, Inc., and
ages are presented as of January 31, 2000.
C.L. PATRICK, age 81, has served as Chairman of the Board of Directors
of Carmike since April 1982. Mr. Patrick joined Carmike in 1945, became its
General Manager in 1948 and served as President of Carmike from 1969 to 1970. He
served as President of Fuqua Industries, Inc. from 1970 to 1978 and as Vice
Chairman of the Board of Directors of Fuqua Industries, Inc. from 1978 to 1982.
Mr. Patrick is a director emeritus of Columbus Bank & Trust Company. Messrs.
Michael W. Patrick and Carl L. Patrick, Jr. are the sons of Mr. C.L. Patrick.
MICHAEL W. PATRICK, age 49, has served as President of Carmike since
October 1981, as a director of Carmike since April 1982 and as Chief Executive
Officer since March 1989. He joined Carmike in 1970 and served in a number of
operational and film booking and buying capacities prior to becoming President.
Mr. Patrick serves as a director of Columbus Bank & Trust Company and the Will
Rogers Institute, and he is a member of the Board of Trustees of Columbus State
University Foundation, Inc.
-3-
<PAGE> 5
F. LEE CHAMPION, III, age 49, joined Carmike in January 1998 as Senior
Vice President, General Counsel and Secretary. In December 1998, he was elected
a director of Carmike. Prior to joining Carmike, Mr. Champion practiced law with
the firm of Champion and Champion.
ELIZABETH C. FASCITELLI, age 41, has been a director of Carmike since
December 1998. She is a managing director in the Principal Investment Area of
Goldman, Sachs & Co. She joined Goldman, Sachs & Co. in 1984 and became a
managing director in 1997. Ms. Fascitelli serves on the Board of Directors of
Neuromedical Systems, Inc.
RICHARD A. FRIEDMAN, age 42, has been a director of Carmike since
December 1998. He is a managing director and head of the Principal Investment
Area of Goldman, Sachs & Co. He joined Goldman, Sachs & Co. in 1981 and became a
partner in 1990. Mr. Friedman is Chairman of AMF Bowling, Inc. and serves on the
Board of Directors of Polo Ralph Lauren Corporation.
JOHN W. JORDAN, II, age 51, has been a director of Carmike since April
1982. He is a co-founder and managing partner of The Jordan Company, which was
founded in 1982. Mr. Jordan is a managing partner of Jordan/Zalaznick Capital
Company and Chairman of the Board and Chief Executive Officer of Jordan
Industries, Inc. From 1973 until 1982, he was a Vice President of Carl Marks &
Company, a New York investment banking company. Mr. Jordan is a director of
Apparel Ventures, Inc., Ameriking, Inc., Jackson Products, Inc., Motors & Gears
Holdings, Inc., Fannie May Holdings, Inc., GEAR For Sports, Inc. and Rockshox,
Inc., as well as most of the companies in which The Jordan Company holds
investments.
CARL L. PATRICK, JR., age 53, has served as a director of Carmike since
April 1982. He was the Director of Taxes for the Atlanta, Georgia office of
Arthur Young & Co. from October 1984 to September 1986, and is currently
self-employed. Previously, he was a certified public accountant with Arthur
Andersen & Co. from 1976 to October 1984. Mr. Patrick served two terms as
Chairman of the Board of Summit Bank Corporation and currently serves as a
director of that company. Mr. Patrick is Co-Chairman of PGL Entertainment Corp.
CARL E. SANDERS, age 74, has been a director of Carmike since April
1982. He is engaged in the private practice of law as Chairman of Troutman
Sanders LLP, an Atlanta, Georgia law firm. Mr. Sanders is a director of First
Union Corporation of Georgia, Learning Technologies, Ltd., World Access, Inc.,
Matria Healthcare, Inc., HIE, Inc. and Metromedia International Group, Inc.
DAVID W. ZALAZNICK, age 45, has served as a director of Carmike since
April 1982. He is a co-founder and general partner of The Jordan Company, a
managing partner of Jordan/Zalaznick Capital Company and a director of Jordan
Industries, Inc. From 1978 to 1980, he worked as an investment banker with
Merrill Lynch White Weld Capital Markets Group and, from 1980 until the
formation of The Jordan Company in 1982, Mr. Zalaznick was a Vice President of
Carl Marks & Company. Mr. Zalaznick is a director of Apparel Ventures, Inc.,
Marisa Christina, Inc., Ameriking, Inc., Motors & Gears Holdings, Inc., GEAR For
Sports, Inc. and Jackson Products, Inc., as well as most of the companies in
which The Jordan Company holds investments.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES SET FORTH
ABOVE.
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<PAGE> 6
ADDITIONAL INFORMATION
BOARD MEETINGS
The business of Carmike is managed by or under the direction of the
Board of Directors. The Board of Directors met twice during the year ended
December 31, 1999, and took action by unanimous written consent in lieu of a
meeting on six occasions. Each of the directors, with the exception of Messrs.
Jordan and Zalaznick, attended at least 75% of the aggregate of (1) the total
meetings of the Board of Directors and (2) the total number of meetings held by
all committees of the Board on which he or she served, during the periods that
he or she served. Each non-salaried director of Carmike receives a $6,000 fee
per annum for services as a director plus $500 for each meeting of the Board at
which he or she participates in person.
COMMITTEES OF THE BOARD OF DIRECTORS
The Stock Option Committee, which consists of Messrs. John W. Jordan,
II and David W. Zalaznick, has the authority to determine to whom options are to
be granted under the Carmike Cinemas, Inc. 1998 Class A Stock Option Plan as
well as the type of option and the number of shares subject thereto. The Stock
Option Committee did not meet during the year ended December 31, 1999.
The Audit Committee, which consists of Messrs. John W. Jordan, II,
David W. Zalaznick and Elizabeth C. Fascitelli, recommends the engagement of
independent auditors of Carmike and reviews with the independent auditors the
scope and results of Carmike's audits, Carmike's internal accounting controls
and the professional services furnished by the independent auditors to Carmike.
The Audit Committee met once during the year ended December 31, 1999.
-5-
<PAGE> 7
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS
The following table sets forth certain information as to the Class A
Common Stock and the Class B Common Stock of Carmike beneficially owned as of
January 31, 2000 by each person, other than persons whose ownership is reflected
under the caption "Security Ownership of Management," who is known to Carmike to
own, directly or indirectly, more than 5% of the outstanding shares of either
class of Carmike's Common Stock, and reflects information presented in each such
person's Schedule 13D or Schedule 13G (and amendments, if any, thereto) as filed
with the Securities and Exchange Commission and provided to Carmike.
<TABLE>
<CAPTION>
TITLE PERCENT TOTAL
OF BENEFICIAL OF VOTING
NAME AND ADDRESS OF BENEFICIAL OWNER CLASS OWNERSHIP CLASS (1) INTEREST(2)
- --------------------------------------------------------------- ----------- ---------------- ----------- -----------
<S> <C> <C> <C> <C>
Southeastern Asset Management, Inc. (3)
6410 Poplar Avenue, Suite 900
Memphis, Tennessee 38119.......................... Class A 1,940,000 19.5% 7.4%
Dimensional Fund Advisors, Inc. (4)
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401 Class A 717,100 7.2% 2.7%
Lazard Freres & Co. LLC (5)
30 Rockefeller Plaza
New York, New York 10020.......................... Class A 597,200 6.0% 2.3%
Leucadia Investors, Inc. (6)
315 Park Avenue South, 20th Floor
New York, New York 10010.......................... Class A 589,475 5.9% 2.2%
</TABLE>
- --------------
(1) Percent of Class is with respect to outstanding shares of Class A
Common Stock as of January 31, 2000 (9,968,287 shares outstanding on
that date).
(2) Total Voting Interest reflects ten votes afforded each share of
outstanding Class B Common Stock (14,207,000 votes), one vote afforded
each share of outstanding Class A Common Stock (9,968,287 votes), and
four votes afforded each share of outstanding Series A Preferred Stock
(2,200,000 votes) for a total of 26,375,287 votes.
(3) Based on Amendment No. 2 to the Schedule 13G filed on February 9, 2000
by Southeastern Asset Management, Inc. ("Southeastern"), an investment
advisor, Longleaf Partners Small-Cap Fund, an investment company, and
Mr. O. Mason Hawkins, the Chairman of the Board and Chief Executive
Officer of Southeastern.
(4) Based on the Schedule 13G filed on February 3, 2000 by Dimensional Fund
Advisors Inc. ("Dimensional"). Dimensional, an investment advisor
registered under Section 203 of the Investment Advisors Act of 1940,
furnishes investment advice to four investment companies registered
under the Investment Company Act of 1940, and serves as investment
manager to certain other investment vehicles, including commingled
group trusts. (These investment companies and investment vehicles are
the "Portfolios"). In its role as investment advisor and investment
manager, Dimensional possesses both voting and investment power over
717,100 shares of the Class A Common Stock. The Portfolios own all
securities reported above, and Dimensional disclaims beneficial
ownership of such securities.
(5) Based on Amendment No. 1 to the Schedule 13G filed on January 28, 2000
by Lazard Freres & Co. LLC, an investment advisor.
(6) Leucadia Investors, Inc. is an indirect wholly-owned subsidiary of
Leucadia National Corporation; both entities are New York corporations.
Leucadia National Corporation may be deemed to be the beneficial owner
of the Class A Common Stock shares by virtue of its shared powers to
direct the voting and
-6-
<PAGE> 8
disposition by Leucadia Investors, Inc. of such shares. John W. Jordan,
II, David W. Zalaznick and Leucadia Investors, Inc. are each a general
partner in The Jordan Company, a New York general partnership organized
in 1982, which was one of the three original investors in the leveraged
buyout of Carmike in April 1982.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information as to the Class A
Common Stock and the Class B Common Stock beneficially owned as of January 31,
2000 by each of Carmike's directors, nominees for director, each executive
officer named in the Summary Compensation Table set forth under the caption
"Executive Compensation and Other Information" and all directors and executive
officers as a group.
<TABLE>
<CAPTION>
TITLE PERCENT TOTAL
OF BENEFICIAL OF VOTING
NAME AND ADDRESS OF BENEFICIAL OWNER CLASS OWNERSHIP CLASS (1) INTEREST (2)
- -------------------------------------------------------------- ------------ ---------------- ------------ --------------
<S> <C> <C> <C> <C>
C.L. Patrick (3)........................................... Class B 225,143 15.8% 8.5%
Michael W. Patrick (4)..................................... Class A 95,000 * *
Class B 651,913 45.9% 24.7%
Carl L. Patrick, Jr. (5)................................... Class A 39,791 * *
Class B 543,644 38.3% 20.6%
F. Lee Champion, III....................................... Class A 205 * *
Elizabeth C. Fascitelli (6)................................ Class A -- -- --
Richard A. Friedman (6).................................... Class A -- -- --
John W. Jordan, II (7)(8).................................. Class A 448,205 4.5% 1.7%
Carl E. Sanders (9)........................................ Class A 44,228 * *
David W. Zalaznick (7)(10)................................. Class A 288,915 2.9% *
Anthony J. Rhead (11)...................................... Class A 7,500 * *
Fred W. Van Noy (12)....................................... Class A 15,000 * *
All directors and executive officers as a group Class A 945,165 9.5% 3.6%
(15 persons)(13)................................... Class B 1,420,700 100.0% 53.9%
</TABLE>
- --------------
* Indicates less than 1%.
(1) Percent of Class is with respect to outstanding shares of each class of
Common Stock as of January 31, 2000 (9,968,287 outstanding shares of
Class A Common Stock and 1,420,700 outstanding shares of Class B Common
Stock), plus such additional shares as are subject to purchase upon
exercise of vested options held by the particular group of persons.
(2) Total Voting Interest reflects ten votes afforded each share of
outstanding Class B Common Stock (14,207,000 votes), one vote afforded
each share of outstanding Class A Common Stock (9,968,287 votes), and
four votes afforded each share of outstanding Series A Preferred Stock
(2,200,000 votes) for a total of 26,375,287 votes.
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<PAGE> 9
(3) C.L. Patrick and Frances E. Patrick are husband and wife. Includes
45,963 shares of Class B Common Stock owned by Frances E. Patrick as to
which shares C.L. Patrick disclaims beneficial ownership. Includes
59,576 shares of Class B Common Stock held in trust for Michael W.
Patrick by C.L. Patrick, as trustee, and 59,576 shares held in trust
for Carl L. Patrick, Jr. by Frances E. Patrick, as trustee; pursuant to
these trusts, C.L. Patrick and Frances E. Patrick each sold the
remainder interest in the shares held by these trusts in return for an
annuity based on their joint lives.
(4) Includes 39,478 shares of Class B Common Stock held by Michael W.
Patrick as custodian for his minor son; Michael W. Patrick has voting
and investment power with respect to such shares but disclaims
beneficial ownership thereof. Excludes 59,576 shares of Class B Common
Stock held in trust for Michael W. Patrick by C.L. Patrick, as trustee,
the remainder interest of which Michael W. Patrick has purchased.
Includes 90,000 shares of Class A Common Stock which are subject to
purchase upon exercise of vested options held by Michael W. Patrick.
The combined voting power represented by the shares of Class A Common
Stock and Class B Common Stock beneficially owned by Michael W. Patrick
is approximately 25.3% of the total combined voting power represented
by the outstanding shares of these two classes.
(5) Includes 200 shares of Class A Common Stock owned by Carl Patrick's
wife, as to which shares Mr. Patrick disclaims beneficial ownership.
Excludes 59,576 shares of Class B Common Stock held in trust for Carl
L. Patrick, Jr. by Frances E. Patrick, as trustee, the remainder
interest of which Carl L. Patrick, Jr. has purchased. The combined
voting power represented by the shares of Class A Common Stock and
Class B Common Stock beneficially owned by Carl L. Patrick, Jr. is
approximately 20.8% of the total combined voting power represented by
the outstanding shares of these two classes.
(6) Does not include 550,000 shares of the Series A Preferred Stock held by
GS Capital Partners III, L.P. and certain other affiliates of Goldman,
Sachs & Co. The Series A Preferred Stock currently represents 8.3% of
the total voting interest of the Company's voting securities. See
"Certain Relationships and Related Transactions." Also does not include
shares of Class A Common Stock which may be deemed to be beneficially
owned by Goldman, Sachs & Co. as a result of ordinary course trading
activities from time to time or shares of Class A Common Stock held in
client accounts ("Managed Accounts") with respect to which Goldman,
Sachs & Co. or its employees have voting or investment discretion or
both. Goldman, Sachs & Co., Ms. Fascitelli and Mr. Friedman disclaim
beneficial ownership of the Class A Common Stock held in Managed
Accounts, except to the extent of their pecuniary interest therein.
(7) John W. Jordan, II, David W. Zalaznick and Leucadia Investors, Inc. are
each a general partner in The Jordan Company, a New York general
partnership organized in 1982, which was one of the three original
investors in the leveraged buyout of Carmike in April 1982. Does not
include 589,475 shares of Class A Common Stock owned by Leucadia
Investors, Inc.
(8) Consists of 448,205 shares of Class A Common Stock owned by The Jordan
Trust, a charitable remainder trust, as to which shares Mr. Jordan
disclaims beneficial ownership. Until May 26, 1995, Mr. Jordan was a
director of Leucadia National Corporation.
(9) Includes 14,000 shares of Class A Common Stock owned by Mr. Sanders'
wife, as to which shares Mr. Sanders disclaims beneficial ownership.
(10) Includes an aggregate of 12,000 shares held by three irrevocable trusts
for the benefit of Mr. Zalaznick's minor children (Mr. Zalaznick's wife
is the trustee of these trusts), 50 shares held by Mr. Zalaznick as
custodian for his minor son and 75 shares held by Mr. Zalaznick as
custodian for his minor daughter. Mr. Zalaznick disclaims beneficial
ownership of such 12,125 shares.
(11) Consists of 7,500 shares of Class A Common Stock which are subject to
purchase upon exercise of vested options by Mr. Rhead.
-8-
<PAGE> 10
(12) Consists of 15,000 shares of Class A Common Stock which are subject to
purchase upon exercise of vested options by Mr. Van Noy.
(13) Includes 321 shares of Class A Common Stock held by an unnamed
executive officer of Carmike, and also includes 6,000 shares of Class A
Common Stock that are subject to purchase upon exercise of vested
options held by another unnamed executive officer.
-9-
<PAGE> 11
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth certain information concerning the
compensation of Carmike's Chief Executive Officer and each of the other four
most highly compensated executive officers of Carmike serving as of December 31,
1999 (these five individuals, collectively, the "named executive officers") for
the fiscal years ended December 31, 1999, 1998 and 1997.
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION
COMPENSATION AWARDS
---------------------- ---------------
SECURITIES ALL OTHER
SALARY BONUS UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) OPTIONS/SARS(#) ($) (1)
- ------------------------------------------- ---- ---------- -------- --------------- --------------
<S> <C> <C> <C> <C> <C>
Michael W. Patrick.......................... 1999 $ 589,719 $ 44,000 0 $ 63,962
President, Chief Executive Officer 1998 566,058 62,800 75,000 63,894
and Director 1997 566,058 64,800 0 63,018
C.L. Patrick................................ 1999 227,067 0 0 3,886
Chairman of the Board of Directors 1998 290,492 0 0 5,866
1997 307,687 0 0 5,866
F. Lee Champion, III........................ 1999 162,750 42,500 0 19,973
Senior Vice President, General 1998 144,000 27,500 30,000 12,018
Counsel, Secretary and Director
Anthony J. Rhead............................ 1999 93,750 67,000 0 18,338
Senior Vice President--Film 1998 75,000 78,500 30,000 18,500
1997 75,000 81,000 0 18,750
Fred W. Van Noy............................. 1999 93,750 64,000 0 17,642
Senior Vice President--Operations 1998 75,000 62,800 30,000 16,368
1997 75,000 64,800 0 17,071
</TABLE>
- -------------
(1) The amounts shown in this column for 1999 represent amounts paid by
Carmike under a deferred compensation plan and the incremental cost of life
insurance premiums for death benefits in excess of $50,000, respectively, as
follows: Michael W. Patrick - $63,332 and $630; C. L. Patrick - $0 and $3,213;
F. Lee Champion, III - $19,343 and $630; Anthony J. Rhead - $16,532 and $1,806;
and Fred. W. Van Noy - $17,222 and $420.
EMPLOYMENT CONTRACTS
Effective January 1, 2000, C.L. Patrick entered into a new employment
agreement with Carmike with respect to his services as Chairman of the Board,
which replaced a previous agreement that expired on that date. As of that date,
Mr. Patrick retired from the active participation of the day-to-day management
and affairs of Carmike. The new agreement provides for a three-year term that is
automatically extended each year after the first year for an additional year
unless either party gives written notice to the contrary. Pursuant to this
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<PAGE> 12
agreement, Mr. Patrick will not receive a salary or any other compensation,
except that Carmike will furnish him with an office, a secretary and a car and
driver. Mr. Patrick's previous employment agreement with Carmike provided a base
annual salary with cost of living adjustments that resulted in a salary of
$227,067 for 1999.
Effective as of January 1, 1993, Michael W. Patrick entered into an
employment agreement with Carmike with respect to his services as Chief
Executive Officer. This agreement, as restated and amended on August 10, 1998,
provides a base annual salary of approximately $557,650, with annual cost of
living adjustments. Such cost of living adjustments have resulted in a base
annual salary effective as of January 1, 2000 of $589,719 for Michael W.
Patrick. This agreement provides for a five-year term that is automatically
extended each year after the first year for an additional year unless either
party gives written notice of termination within thirty days prior to the
anniversary date of such agreement. This agreement also provides during its term
for a death benefit equal to one year's salary, as well as for reimbursement of
business-related expenses.
OPTION GRANTS, EXERCISES AND HOLDINGS
There were no options granted to the named executive officers during
the fiscal year ended December 31, 1999.
The following table sets forth information with respect to the named
executive officers concerning the exercise of options during the last fiscal
year and unexercised options held as of the end of the fiscal year ended
December 31, 1999.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT FY-END (#) AT FY-END ($) (1)
--------------------------------------- ---------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------------- ------------------- --------------- ----------- ---------------
<S> <C> <C> <C> <C>
Michael W. Patrick.............. 90,000 75,000 -0- -0-
C.L. Patrick.................... -0- -0- -0- -0-
F. Lee Champion, III............ -0- 30,000 -0- -0-
Anthony J. Rhead................ 7,500 30,000 -0- -0-
Fred W. Van Noy................. 15,000 30,000 -0- -0-
</TABLE>
- -------------------
(1) These amounts represent the excess of the fair market value of the
Class A Common Stock of $7.8125 per share as of December 31, 1999 above
the exercise price of the options.
-11-
<PAGE> 13
REPORT ON EXECUTIVE COMPENSATION
The Board of Directors does not have a Compensation Committee. The full
Board of Directors oversees and reviews the administration of Carmike's employee
benefit plans and compensation of employees, except for decisions about awards
under the Carmike Cinemas, Inc. 1998 Class A Stock Option Plan, which must be
made solely by the Stock Option Committee in order for the grants or awards
under such plan to satisfy Rule 16b-3 promulgated under the Securities Exchange
Act of 1934, as amended (the "Exchange Act").
The following is a report submitted by the Board of Directors
addressing Carmike's compensation policy as it related to the Chief Executive
Officer and the other named executive officers for the fiscal year ended
December 31, 1999.
Base Salary and Bonuses
Carmike does not have a formalized program regarding compensation of
executive officers. The base salaries for the Chairman of the Board and the
Chief Executive Officer are set in accordance with their employment contracts.
See "Executive Compensation and Other Information -- Employment Contracts." The
terms of these contracts were proposed by Carmike's Chairman of the Board and
Chief Executive Officer. Factors considered by the Chairman of the Board and
Chief Executive Officer are subjective and could include their perceptions of
the individual's performance, needs and potential and the Columbus, Georgia
economy. The Chairman of the Board and the Chief Executive Officer inform the
Board of Directors as to the proposed remuneration of the other named executive
officers. Again, the factors considered are usually subjective and could include
their perceptions of each individual's performance, needs and potential and the
Columbus, Georgia economy.
An individual's bonus is based on earnings per share for Carmike's
Class A Common Stock. For each $1.00 in earnings per share (as defined), an
individual receives a bonus of $5,000 multiplied by the number of bonus points
awarded to such individual. The Chairman of the Board informs the Board of
Directors of the proposed number of "bonus points" to be awarded to the Chief
Executive Officer. Factors considered by the Chairman of the Board are
subjective and could include his perception of the individual's contribution to
Carmike's performance. The Chairman of the Board and the Chief Executive Officer
decide the number of "bonus points" to be awarded to the other named executive
officers, as well as certain discretionary bonuses. Factors considered by the
Chairman of the Board and the Chief Executive Officer are subjective and could
include their perceptions of an individual's contributions to Carmike's
performance. The Chairman of the Board does not participate in the bonus
program.
Deferred Compensation Plan
Carmike maintains a Deferred Compensation Plan for certain executive
officers, including the named executive officers, pursuant to which Carmike pays
additional compensation on a pre-tax basis equal to 10% of an employee's taxable
compensation. Distributions from the plan are made upon or shortly after normal
retirement, disability, death or termination of employment of a participant.
-12-
<PAGE> 14
Carmike Cinemas, Inc. 1998 Class A Stock Option Plan
The Carmike Cinemas, Inc. 1998 Class A Stock Option Plan is Carmike's
long-term incentive plan for executive officers and key employees. The objective
of the Carmike Cinemas, Inc. 1998 Class A Stock Option Plan is to align
executive pay with stockholder long-term interest by creating a direct link
between executive pay and stockholder return, and to enable executives to
develop and maintain a significant long-term ownership position in Carmike's
Class A Common Stock.
The Carmike Cinemas, Inc. 1998 Class A Stock Option Plan authorizes the
Stock Option Committee to award stock options to key employees of Carmike. The
Stock Option Committee has the power to determine the individuals to whom stock
options are awarded, the terms at which option grants shall be made and the
terms of the options and the number of shares subject to each option. The size
of option grants may be based, in part, upon position level.
Chief Executive Officer Pay
Amounts earned during 1999 by the Chief Executive Officer, Michael W.
Patrick, are shown in the Summary Compensation Table. His base salary was set
pursuant to the terms of his employment agreement with Carmike. That agreement
provides for a base annual salary with annual cost of living adjustments. See
"Executive Compensation and Other Information -- Employment Contracts." Michael
W. Patrick received a bonus of $44,000 related to performance in 1999. The
amount of his bonus was based on earnings per share as described above.
The Board believes that the current subjective process has been
effective in rewarding executives appropriately, and in attracting and retaining
good performers. While the Board is pleased with the current compensation
system, it reserves the right to make such changes to the program as it deems
desirable or necessary in future years.
MEMBERS OF THE BOARD OF DIRECTORS
C.L. Patrick
Michael W. Patrick
Carl L. Patrick, Jr.
F. Lee Champion, III
Elizabeth C. Fascitelli
Richard A. Friedman
John W. Jordan, II
Carl E. Sanders
David W. Zalaznick
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Carmike has no Compensation Committee. The following officers and
employees of Carmike participated in deliberations of the Board of Directors
concerning executive officer compensation: C.L. Patrick, Michael W. Patrick and
F. Lee Champion, III.
-13-
<PAGE> 15
PERFORMANCE GRAPH
The following graph compares the five-year cumulative total stockholder
return on Carmike's Class A Common Stock with the comparable cumulative total
returns of the New York Stock Exchange Market Index and a peer group index
comprised of the companies listed below. The graph assumes that the value of the
investment in the Class A Common Stock and each index was $100 on December 31,
1995, and that all dividends were reinvested.
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG CARMIKE CINEMAS, INC.,
NYSE MARKET INDEX AND PEER GROUP INDEX
[GRAPH]
<TABLE>
<S> <C> <C>
CARMIKE 1994 100.00
1995 97.83
1996 110.33
1997 124.73
1998 88.32
1999 33.97
CUSTOMER 1994 100.00
1995 125.31
1996 122.94
1997 159.02
1998 131.62
1999 69.52
NYSE 1994 100.00
1995 129.66
1996 156.20
1997 205.49
1998 244.52
1999 267.75
</TABLE>
Companies in the peer group are as follows: AMC Entertainment, Inc.,
Carmike Cinemas, Inc., GC Companies, Inc. and Loews Cineplex Entertainment
Corporation. These companies were chosen on the basis of being publicly-held
companies that are primarily in the movie exhibition business (non drive-in).
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Carmike previously leased equipment for six of its theatres pursuant to
five equipment lease agreements with Michael W. Patrick, President, Chief
Executive Officer and director of Carmike. During the year ended December 31,
1999, Carmike paid $95,270 to Michael W. Patrick under these equipment leases,
all of which expired on December 31, 1999. Carmike also has an aircraft lease
agreement dated July 1, 1983, with C.L.P. Equipment, a sole proprietorship of
which C.L. Patrick is the owner, pursuant to which Carmike paid $190,522 in the
year ended
-14-
<PAGE> 16
December 31, 1999. Carmike believes that these transactions are on terms no less
favorable to Carmike than terms available from unaffiliated parties in
arm's-length transactions.
F. Lee Champion, III, Senior Vice President, General Counsel, Secretary
and a director of Carmike, owns 20% of Military Services, Inc., a subsidiary of
Carmike. Carl E. Sanders, a director of Carmike, is Chairman of Troutman Sanders
LLP, Atlanta, Georgia, which provided legal services to Carmike during 1999 and
is providing legal services to Carmike during 2000.
Elizabeth C. Fascitelli and Richard B. Friedman are managing directors
of Goldman, Sachs & Co. ("Goldman"). Goldman and its subsidiaries have provided
investment banking and related financial services to Carmike during 1999 and are
expected to provide similar services to Carmike in 2000. Ms. Fascitelli and Mr.
Friedman were elected as directors of Carmike pursuant to a Stock Purchase
Agreement dated November 22, 1998 relating to the sale of the Series A Preferred
Stock, pursuant to which certain affiliates of Goldman purchased an aggregate of
550,000 shares of the Series A Preferred Stock for an aggregate purchase price
of $55.0 million. The Series A Preferred Stock is convertible at any time into
Carmike's Class A Common Stock at $25.00 per share (subject to anti-dilution
adjustments).
On February 3, 1999, Carmike sold $200 million in principal amount of 9
3/8% Senior Subordinated Notes due 2009 (the "Notes"), of which $140 million in
principal amount was purchased by Goldman. In addition, on February 25, 1999,
Carmike entered into a $75 million Term Loan B for which Goldman Sachs Credit
Partners L.P., an affiliate of Goldman, was a lead arranger and syndication
agent.
Under the terms of the Indenture relating to the Notes, any future
transactions between Carmike and any officer, director, 5% stockholder or any
affiliate thereof will be on terms no less favorable to Carmike than could be
obtained from an unaffiliated third party.
OTHER MATTERS
The Board of Directors does not know of any other matters to be
presented for action at the meeting. If any other business should properly come
before the meeting, the persons named in the accompanying form of proxy intend
to vote thereon in accordance with their best judgment.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires Carmike's directors and
executive officers, and persons who beneficially own more than 10% of any class
of Carmike's equity securities, to file with the Securities and Exchange
Commission initial reports ("Form 3") of beneficial ownership and reports of
changes ("Form 4") in beneficial ownership of Common Stock and other equity
securities of Carmike. Officers, directors and greater than 10% beneficial
owners are required by Commission regulation to furnish Carmike with copies of
all Section 16(a) reports they file. To Carmike's knowledge, based solely on a
review of the copies of such reports furnished to Carmike and written
representations that no other reports were required, all Section 16(a) filing
requirements applicable to its officers, directors and greater than 10%
beneficial owners were complied with for the fiscal year ended December 31,
1999, except for
-15-
<PAGE> 17
the failure to timely file the following: (i) one report by each of Messrs.
Michael W. Patrick, F. Lee Champion, III, Larry P. Adams, P. Lamar Fields,
Anthony J. Rhead, H. Madison Shirley, Philip A. Smitley and Fred W. Van Noy to
report a grant of options to each person in 1998; and (ii) one report by each of
Messrs. Michael W. Patrick, John W. Jordan and David W. Zalaznick, in each case
to report one transaction. All of these reports have since been filed.
INDEPENDENT AUDITORS
Management has selected Ernst & Young LLP as its independent auditors
for the current year. Representatives of Ernst & Young LLP are expected to be
present at the meeting and will have the opportunity to make a statement if they
so desire and to respond to appropriate questions from stockholders.
STOCKHOLDER PROPOSALS
Any stockholder of Carmike who wishes to present a proposal at the 2000
Annual Meeting of Stockholders of Carmike and who wishes to have such proposal
included in Carmike's proxy statement for that meeting must deliver a copy of
such proposal to Carmike at 1301 First Avenue, Columbus, Georgia 31901-2109,
Attention: Corporate Secretary, for receipt not later than November 30, 2000.
Carmike reserves the right to decline to include in Carmike's proxy statement
any stockholder's proposal that does not comply with the rules of the Securities
and Exchange Commission for inclusion therein.
FORM 10-K
Carmike's Annual Report to the Securities and Exchange Commission on
Form 10-K for the year ended December 31, 1999 (including the consolidated
financial statements and schedules thereto but excluding exhibits) is being
provided to each stockholder as part of Carmike's 1999 Annual Report to
Stockholders.
YOUR VOTE IS IMPORTANT
You are encouraged to let us know your preference by marking the
appropriate boxes on the enclosed proxy card.
-16-
<PAGE> 18
CARMIKE CINEMAS, INC.
1301 FIRST AVENUE
COLUMBUS, GEORGIA 31901-2109
CLASS A COMMON STOCK PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF STOCKHOLDERS, MAY 2, 2000
The undersigned hereby appoints MICHAEL W. PATRICK, F. LEE CHAMPION,
III, and MARTIN A. DURANT, and each of them, proxies with full power of
substitution, to represent and to vote as set forth herein all the shares of
Class A Common Stock of Carmike Cinemas, Inc. held of record by the undersigned
on March 20, 2000, at the Annual Meeting of Stockholders of Carmike Cinemas,
Inc. to be held at the offices of Troutman Sanders LLP, Bank of America Plaza,
600 Peachtree Street, N.E., 52nd Floor, Atlanta, Georgia 30308, at 10:00 a.m.
local time, on Tuesday, May 2, 2000, and any adjournments thereof.
1. Election of Directors:
[ ] FOR all nominees, except as marked below.
[ ] WITHHOLD vote from all nominees.
C.L. Patrick, Michael W. Patrick, John W. Jordan, II, Carl L.
Patrick, Jr., Carl E. Sanders, David W. Zalaznick, Elizabeth
C. Fascitelli, Richard A. Friedman and Forrest Lee Champion,
III.
(INSTRUCTIONS: To withhold authority to vote for any
individual nominee, write the nominee's name on the space
provided below.)
-------------------------------------------------------------
Management recommends a vote FOR Item 1.
2. In their discretion, the proxies are authorized to vote as
described in the proxy statement and upon such other business
as may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED "FOR" ITEM 1.
Dated: , 2000
------------- --------------------------------------------
Signature
--------------------------------------------
Signature if Held Jointly
Please sign exactly as name appears on Stock
Certificate. If stock is held in the name of
two or more persons, all must sign. When
signing as attorney, executor,
administrator, trustee, or guardian, please
give full title as such. If a corporation,
please sign in full corporate name by
President or other authorized officer. If a
partnership, please sign in partnership name
by authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
<PAGE> 19
CARMIKE CINEMAS, INC.
1301 FIRST AVENUE
COLUMBUS, GEORGIA 31901-2109
CLASS B COMMON STOCK PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF STOCKHOLDERS, MAY 2, 2000
The undersigned hereby appoints MICHAEL W. PATRICK, F. LEE CHAMPION,
III, and MARTIN A. DURANT, and each of them, proxies with full power of
substitution, to represent and to vote as set forth herein all the shares of
Class B Common Stock of Carmike Cinemas, Inc. held of record by the undersigned
on March 20, 2000, at the Annual Meeting of Stockholders of Carmike Cinemas,
Inc. to be held at the offices of Troutman Sanders LLP, Bank of America Plaza,
600 Peachtree Street, N.E., 52nd Floor, Atlanta, Georgia 30308, at 10:00 a.m.
local time, on Tuesday, May 2, 2000, and any adjournments thereof.
1. Election of Directors:
[ ] FOR all nominees, except as marked below.
[ ] WITHHOLD vote from all nominees.
C.L. Patrick, Michael W. Patrick, John W. Jordan, II, Carl L.
Patrick, Jr., Carl E. Sanders, David W. Zalaznick, Elizabeth
C. Fascitelli, Richard A. Friedman and Forrest Lee Champion,
III.
(INSTRUCTIONS: To withhold authority to vote for any
individual nominee, write the nominee's name on the space
provided below.)
-------------------------------------------------------------
Management recommends a vote FOR Item 1.
2. In their discretion, the proxies are authorized to vote as
described in the proxy statement and upon such other business
as may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED "FOR" ITEM 1.
Dated: , 2000
------------- --------------------------------------------
Signature
--------------------------------------------
Signature if Held Jointly
Please sign exactly as name appears on Stock
Certificate. If stock is held in the name of
two or more persons, all must sign. When
signing as attorney, executor,
administrator, trustee, or guardian, please
give full title as such. If a corporation,
please sign in full corporate name by
President or other authorized officer. If a
partnership, please sign in partnership name
by authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
<PAGE> 20
CARMIKE CINEMAS, INC.
1301 FIRST AVENUE
COLUMBUS, GEORGIA 31901-2109
5.5% SERIES A SENIOR CUMULATIVE CONVERTIBLE
EXCHANGEABLE PREFERRED STOCK PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF STOCKHOLDERS, MAY 2, 2000
The undersigned hereby appoints MICHAEL W. PATRICK, F. LEE CHAMPION,
III, and MARTIN A. DURANT, and each of them, proxies with full power of
substitution, to represent and to vote as set forth herein all the shares of the
5.5% Series A Senior Cumulative Convertible Exchangeable Preferred Stock of
Carmike Cinemas, Inc. held of record by the undersigned on March 20, 2000, at
the Annual Meeting of Stockholders of Carmike Cinemas, Inc. to be held at the
offices of Troutman Sanders LLP, Bank of America Plaza, 600 Peachtree Street,
N.E., 52nd Floor, Atlanta, Georgia 30308, at 10:00 a.m. local time, on Tuesday,
May 2, 2000, and any adjournments thereof.
1. Election of Directors:
[ ] FOR all nominees, except as marked below.
[ ] WITHHOLD vote from all nominees.
C.L. Patrick, Michael W. Patrick, John W. Jordan, II, Carl L.
Patrick, Jr., Carl E. Sanders, David W. Zalaznick, Elizabeth
C. Fascitelli, Richard A. Friedman and Forrest Lee Champion,
III.
(INSTRUCTIONS: To withhold authority to vote for any
individual nominee, write the nominee's name on the space
provided below.)
-------------------------------------------------------------
Management recommends a vote FOR Item 1.
2. In their discretion, the proxies are authorized to vote as
described in the proxy statement and upon such other business
as may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED "FOR" ITEM 1.
Dated: , 2000
------------- --------------------------------------------
Signature
--------------------------------------------
Signature if Held Jointly
Please sign exactly as name appears on Stock
Certificate. If stock is held in the name of
two or more persons, all must sign. When
signing as attorney, executor,
administrator, trustee, or guardian, please
give full title as such. If a corporation,
please sign in full corporate name by
President or other authorized officer. If a
partnership, please sign in partnership name
by authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
