CARMIKE CINEMAS INC
SC 13G, 2000-05-24
MOTION PICTURE THEATERS
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                               ------------------


                                 SCHEDULE 13G/A
                                 (Rule 13d-102)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
           TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
                            PURSUANT TO RULE 13d-2(b)
                               (Amendment No. 3)*



                              Carmike Cinemas, Inc.
- --------------------------------------------------------------------------------
                                (Name of Issuer)


                              Class A Common Stock
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    143410-3
- --------------------------------------------------------------------------------
                                 (CUSIP Number)


                                 April 19, 2000
- --------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)



         Check the  appropriate box to designate the rule pursuant to which this
Schedule is filed:

                  |_| Rule 13d-1(b)

                  |X| Rule 13d-1(c)

                  |_| Rule 13d-1(d)



- --------
     * 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 the disclosures provided in a prior cover page.

       The  information  required in 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 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>




CUSIP No.  143410-3                   13G                      Page 2 of 5 Pages



1.       NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

              John W. Jordan II


2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*               (a) |_|
                                                                         (b) |_|


3.       SEC USE ONLY



4.       CITIZENSHIP OR PLACE OF ORGANIZATION

              United States

        NUMBER OF           5.  SOLE VOTING POWER          1,750,000
          SHARES
       BENEFICIALLY         6.  SHARED VOTING POWER            0
         OWNED BY
           EACH             7.  SOLE DISPOSITIVE POWER     1,750,000
        REPORTING
       PERSON WITH          8.  SHARED DISPOSITIVE POWER       0



9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
              1,750,000


10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
         CERTAIN SHARES*                                                     |_|



11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

             17.6%



12.      TYPE OF REPORTING PERSON*
              IN



                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



<PAGE>


                                                               Page 3 of 5 Pages

                         AMENDMENT NO. 3 TO SCHEDULE 13G

         This  Amendment  No. 3 to the Schedule 13G filed on March 13, 1987 (the
"Schedule  13G") is on behalf of John W. Jordan II. The  disclosure set forth in
Items 2, 4 and 6 in the  Schedule  13G is hereby  amended  and  restated  in its
entirety  in the  manner set forth  herein.  The  disclosure  set forth in Items
1,3,5,7,8,9  and 10 of the Schedule 13G remains  unchanged  and is only restated
herein.

Item 1.

      (a)  Name of Issuer: Carmike Cinemas, Inc. (the "Company")

      (b)  Address of Issuer's Principal Executive Offices: 1320 Broadway,
           Columbus,Georgia 31901

Item 2.

      (a)  Name of Person Filing: John W. Jordan II

      (b)  Address of Principal Business Office: 875 N. Michigan Avenue,
           Suite 4020, Chicago, Illinois 60611

      (c)  Citizenship: United States

      (d)  Title of Class of Securities: Class A Common Stock

      (e)  CUSIP Number: 143410-3

Item 3.  If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
         or (c), Check Whether the Person Filing is a:

      (a)  |_| Broker or dealer registered under Section 15 of the Exchange Act;

      (b)  |_| Bank as defined in Section 3(a)(6) of the Exchange Act;

      (c)  |_| Insurance company as defined in Section 3(a)(19) of the Exchange
               Act;

      (d)  |_| Investment company registered under Section 8 of the Investment
               Company Act;

      (e)  |_| An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

      (f)  |_| An employee benefit plan or endowment fund in accordance with
               Rule 13d-1(b)(1)(ii)(G);

      (g)  |_| A parent holding company or control person in accordance with
               Rule 13d-1(b)(1)(ii)(G);

<PAGE>


                                                               Page 4 of 5 Pages


      (h)  |_| A savings association as defined in Section 3(b) of the Federal
               Deposit Insurance Act;

      (i)  |_| A church plan that is excluded from the definition of an
               investment company under Section 3(c)(14) of the Investment
               Company Act;

      (j)  |_| Group, in accordance with Rule 13d-1(b)(I)(ii)(J);

      If this statement is filed pursuant to Rule 13d-1(c), check this box.  |X|


Item 4.  Ownership.

     (a) Amount  Beneficially  Owned:  The Jordan  Trust is the owner of 448,205
         shares   of  the   Company's   Class  A  Common   Stock,   representing
         approximately  4.5% of the  outstanding  shares of that class.  John W.
         Jordan  II is the  sole  trustee  of The  Jordan  Trust,  a  charitable
         remainder trust, but he disclaims  beneficial  ownership of shares held
         in such trust.  TJT(B),  a charitable  remainder trust, is the owner of
         20,100  shares  of the  Company's  Class A Common  Stock,  representing
         approximately  0.2% of the outstanding shares of that class. Mr. Jordan
         is the sole trustee of TJT(B), but he disclaims beneficial ownership of
         shares held in such trust.  TJT(B) (Bermuda)  Investment  Company Ltd.,
         all of  whose  capital  stock  is  owned  by  TJT(B),  is the  owner of
         1,281,695  shares of the Company's  Class A Common Stock,  representing
         approximately 12.9% of the outstanding shares of that class. Mr. Jordan
         is the sole  trustee  of TJT(B) and a  director  and  officer of TJT(B)
         Bermuda Investment Company Ltd., but he disclaims  beneficial ownership
         of shares held by such company.

     (b) Percent of Class:  17.6% (based upon 9,968,287 shares of Class A Common
         Stock reported  outstanding on the Company's Annual Report on Form 10-K
         for the year ended December 31,1999)

     (c) Number of shares as to which such person has:

         (i)   sole power to vote or to direct the vote: 1,750,000

         (ii)  shared power to vote or to direct the vote:  0

         (iii) sole power to dispose or to direct the disposition of: 1,750,000

         (iv)  shared power to dispose or to direct the disposition of:  0


Item 5.  Ownership of Five Percent or Less of a Class.

     Not applicable.


<PAGE>


                                                               Page 5 of 5 Pages


Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

         TJT(B) (Bermuda) Investment Company Ltd., all of whose capital stock is
         owned by  TJT(B),  is the  direct  owner  of  1,281,695  shares  of the
         Company's Class A Common Stock, representing approximately 12.9% of the
         outstanding  shares of that class.  Mr.  Jordan is the sole  trustee of
         TJT(B) and a director and officer of TJT(B) Bermuda  Investment Company
         Ltd.,  but he  disclaims  beneficial  ownership  of shares held by such
         company.


Item 7.  Identification  and Classification of the Subsidiary Which Acquired the
         Security Being Reported on By the Parent Holding Company.

         Not applicable.


Item 8.  Identification and Classification of Members of the Group.

         Not applicable.


Item 9.  Notice of Dissolution of Group.

         Not applicable.


Item 10.  Certifications.

         By signing below I certify that, to my best  knowledge and belief,  the
securities  referred to above were not acquired and are not held for the purpose
of or with the effect of  changing or  influencing  the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.




                                    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.


Date: May 5, 2000


                                                     /s/ John W. Jordan II
                                                     --------------------------
                                                     Name: John W. Jordan II



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