-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MWYpn6nQBC0wBET68i/LmCUWGFuaB6TEYY80mcZo8N+Hf7on3+2wOsnY7+FN+bM0 ynDIaZrqj0JYOvofREiWmQ== 0000898822-02-000196.txt : 20020414 0000898822-02-000196.hdr.sgml : 20020414 ACCESSION NUMBER: 0000898822-02-000196 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 14 FILED AS OF DATE: 20020208 GROUP MEMBERS: BRIDGE STREET FUND 1998, L.P. GROUP MEMBERS: GOLDMAN, SACHS &CO. GROUP MEMBERS: GOLDMAN, SACHS &CO. OHG GROUP MEMBERS: GS ADVISORS III, L.L.C. GROUP MEMBERS: GS CAPITAL PARTNERS III GERMANY CIVIL LAW PARTNERSHIP GROUP MEMBERS: GS CAPITAL PARTNERS III OFFSHORE, L.P. GROUP MEMBERS: GS CAPITAL PARTNERS III, L.P. GROUP MEMBERS: STONE STREET 1998, L.L.C. GROUP MEMBERS: STONE STREET FUND 1998, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CARMIKE CINEMAS INC CENTRAL INDEX KEY: 0000799088 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE THEATERS [7830] IRS NUMBER: 581469127 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37737 FILM NUMBER: 02532195 BUSINESS ADDRESS: STREET 1: 1301 FIRST AVE CITY: COLUMBUS STATE: GA ZIP: 31901 BUSINESS PHONE: 7065763400 MAIL ADDRESS: STREET 1: P O BOX 391 CITY: COLUMBUS STATE: GA ZIP: 31994 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC/ CENTRAL INDEX KEY: 0000886982 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 133501777 STATE OF INCORPORATION: DE FISCAL YEAR END: 1126 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 SC 13D/A 1 form13d-feb7.txt SCHEDULE 13 D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) CARMIKE CINEMAS, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $.03 PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 143436400 - -------------------------------------------------------------------------------- (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) JANUARY 31, 2002 - -------------------------------------------------------------------------------- (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: [ ] *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). SCHEDULE 13D - -------------------------------------- ------------------------------------ CUSIP NO. 143436400 (PAGE 2 OF 22 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) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) |X| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER -0- ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 4,197,520 ------------------------------------------------------------- EACH REPORTING 9 SOLE DISPOSITIVE POWER -0- ------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 4,197,520 ------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,197,520 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | | - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 46.6% - -------------------------------------------------------------------------------- 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. 2 SCHEDULE 13D - -------------------------------------- ------------------------------------ CUSIP NO. 143436400 (PAGE 3 OF 22 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) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER -0- ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 4,197,520 ------------------------------------------------------------- EACH REPORTING 9 SOLE DISPOSITIVE POWER -0- ------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 4,197,520 ------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,197,520 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | | - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 46.6% - -------------------------------------------------------------------------------- 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. 3 SCHEDULE 13D - -------------------------------------- ------------------------------------ CUSIP NO. 143436400 (PAGE 4 OF 22 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) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER -0- ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,859,613 ------------------------------------------------------------- EACH REPORTING 9 SOLE DISPOSITIVE POWER -0- ------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 2,859,613 ------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,859,613 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | | - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.8% - -------------------------------------------------------------------------------- 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. 4 SCHEDULE 13D - -------------------------------------- ------------------------------------ CUSIP NO. 143436400 (PAGE 5 OF 22 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) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER -0- ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 786,141 ------------------------------------------------------------- EACH REPORTING 9 SOLE DISPOSITIVE POWER -0- ------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 786,141 ------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 786,141 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | | - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.7% - -------------------------------------------------------------------------------- 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. 5 SCHEDULE 13D - -------------------------------------- ------------------------------------ CUSIP NO. 143436400 (PAGE 6 OF 22 PAGES) - -------------------------------------- ------------------------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GS Advisors III, L.L.C. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) | | (B) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER -0- ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 3,645,754 ------------------------------------------------------------- EACH REPORTING 9 SOLE DISPOSITIVE POWER -0- ------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 3,645,754 ------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,645,754 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | | - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 40.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- *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. 6 SCHEDULE 13D - -------------------------------------- ------------------------------------ CUSIP NO. 143436400 (PAGE 7 OF 22 PAGES) - -------------------------------------- ------------------------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GS Capital Partners III Germany Civil Law Pertnership (with limitation of liability) - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) | | (B) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Germany - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER -0- ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 132,014 ------------------------------------------------------------- EACH REPORTING 9 SOLE DISPOSITIVE POWER -0- ------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 132,014 ------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 132,014 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | | - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5% - -------------------------------------------------------------------------------- 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. 7 SCHEDULE 13D - -------------------------------------- ------------------------------------ CUSIP NO. 143436400 (PAGE 8 OF 22 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) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Germany - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER -0- ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 132,014 ------------------------------------------------------------- EACH REPORTING 9 SOLE DISPOSITIVE POWER -0- ------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 132,014 ------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 132,014 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | | - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5% - -------------------------------------------------------------------------------- 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. 8 SCHEDULE 13D - -------------------------------------- ------------------------------------ CUSIP NO. 143436400 (PAGE 9 OF 22 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) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER -0- ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 97,313 ------------------------------------------------------------- EACH REPORTING 9 SOLE DISPOSITIVE POWER -0- ------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 97,313 ------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 97,313 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | | - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.1% - -------------------------------------------------------------------------------- 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. 9 SCHEDULE 13D - -------------------------------------- ------------------------------------ CUSIP NO. 143436400 (PAGE 10 OF 22 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) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER -0- ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 322,439 ------------------------------------------------------------- EACH REPORTING 9 SOLE DISPOSITIVE POWER -0- ------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 322,439 ------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 322,439 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | | - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.6% - -------------------------------------------------------------------------------- 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. 10 SCHEDULE 13D - -------------------------------------- ------------------------------------ CUSIP NO. 143436400 (PAGE 11 OF 22 PAGES) - -------------------------------------- ------------------------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Stone Street 1998, L.L.C. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) | | (B) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER -0- ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 419,752 ------------------------------------------------------------- EACH REPORTING 9 SOLE DISPOSITIVE POWER -0- ------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 419,752 ------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 419,752 - -------------------------------------------------------------------------------- 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* OO - -------------------------------------------------------------------------------- *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. 11 This Amendment No. 1 amends and supercedes the Schedule 13D (the "Schedule 13D) filed on October 8, 1999 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"), Bridge Street Fund 1998, L.P. ("1998 Bridge"), Stone Street Advantage Corp. ("Stone Advantage"), GS Advisors III, L.P. ("GS Advisors L.P."), 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"), relating 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"). This Amendment No. 1 is being filed to report changes in the ownership of the Filing Persons (as defined in Item 1 below) in the Company's voting equity securities pursuant to the terms of the Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (the "Plan"), which became effective on January 31, 2002 (the "Effective Date"). The Schedule 13D is amended in the following manner: ITEM 1. SECURITY AND ISSUER. This statement relates to the common stock, par value $.03 per share (the "New Common Stock") of the Company. The principal executive offices of the Company are at 1301 First Avenue, Columbus, Georgia 31901. ITEM 2. IDENTITY AND BACKGROUND. This filing is being made by the entities listed in the introductory paragraph above as filing persons for the Schedule 13D, except that GS Group is defined in this filing as The Goldman Sachs Group, Inc., GS Advisors L.P. has been succeeded by GS Advisors III, L.L.C. ("GS Advisors"), Stone Advantage has been succeeded by Stone Street 1998, L.L.C. ("Stone L.L.C.") and GS Advisors Cayman is no longer a filing person (as so amended, the "Filing Persons")./1/ GS Capital III, GS Offshore, GS Germany, Bridge 1998 and Stone 1998, collectively, shall be referred to from time to time in this filing as the "Limited Partnerships." Goldman Sachs and GS Group may be deemed, for purposes of this statement, to beneficially own shares of New Common Stock through the Limited Partnerships. Goldman Sachs and GS Group each disclaims beneficial ownership of shares of New Common Stock beneficially owned by the Limited Partnerships to the extent of partnership interests in the Limited Partnerships held by persons other than Goldman Sachs, GS Group or their affiliates. In addition, Goldman Sachs and GS Group may be deemed, for purposes of this statement, to beneficially own from time to time shares of New Common Stock acquired in ordinary course trading activities by Goldman Sachs. Each of GS Capital III, Bridge 1998 and Stone 1998, Delaware limited partnerships, 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- - ------------------------ /1/ Nether 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. 12 related securities primarily acquired or issued in leveraged acquisitions, reorganizations and other private equity transactions. GS Advisors, a Delaware limited liability company, is the sole general partner of GS Capital III and GS Offshore. GS oHG is the sole managing partner of GS Germany. Stone L.L.C., a Delaware limited liability company, is the sole general partner of Stone 1998 and the sole managing general partner of Bridge 1998. 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 manager for GS Advisors and Stone L.L.C. and 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 Germany and GS oHG) is 85 Broad Street, New York, NY 10004. The principal business address for GS Offshore 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 executive officer of GS Advisors are set forth in Schedule II-A-i hereto and are incorporated herein by reference. The name, business address, present principal occupation or employment and citizenship of each member of the Principal Investment Area Investment Committee of Goldman Sachs, which is responsible for making all investment and management decisions for GS Advisors on behalf of Goldman Sachs, are set forth in Schedule II-A-ii hereto and are incorporated herein 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-B hereto and are incorporated herein by reference. The name, business address, present principal occupation or employment and citizenship of each executive officer of Stone L.L.C. are set forth in Schedule II-C-i hereto and are incorporated herein by reference. The name, business address, present principal occupation or employment and citizenship of each member of the Stone Street Investment Committee of Goldman Sachs, which is responsible for making all investment and management decisions for Stone L.L.C. on behalf of Goldman Sachs, are set forth on Schedule II-C-ii hereto 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 persons listed on Schedules I, II-A, II-B and II-C hereto, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) except as set forth on Schedule III hereto, 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. The Filing Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Statement as Exhibit 99.1 (which is incorporated herein by reference), pursuant to 13 which the Filing Persons have agreed to file this Amendment jointly in accordance with the provisions of Rule 13d-1(k) promulgated under the Act. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. As described herein, on January 4, 2002, the United States Bankruptcy Court for the District of Delaware entered an order confirming the Plan (the "Confirmation Order"), which became effective on January 31, 2002. As of the Effective Date, the Company is governed by its Amended and Restated Certificate of Incorporation (the "Restated Certificate"), which provides that the shares of Class A Common Stock, par value $.03 per share, and the shares of Class B Common Stock, par value $.03 per share (collectively, the "Old Common Stock"), and the shares of Preferred Stock, par value $1.00 per share (the "Old Preferred Stock") of the Company issued and outstanding immediately prior to the Effective Date are automatically cancelled and extinguished. The Restated Certificate then establishes as of the Effective Date and in accordance with the Plan twenty-one million (21,000,000) shares of authorized capital stock of the Company, consisting of twenty million (20,000,000) shares of the New Common Stock and one million (1,000,000) shares of Preferred Stock, par value $1.00 per share (the "New Preferred Stock"). Based on information provided to the Filing Persons by the Company, as of February 5, 2002, 9,000,000 shares of New Common Stock were issued and outstanding, an additional 1,000,000 shares of New Common Stock were reserved for issuance pursuant to the Carmike 2002 Stock Plan (as defined below), and no shares of the New Preferred Stock were issued and outstanding. Pursuant to the Plan, holders of old Preferred Stock cancelled on the Effective Date received shares of New Common Stock approximating 46.6% of the post-Effective Date shares of issued and outstanding New Common Stock of the Company on a fully diluted basis (or 42.0% assuming the issuance of the Management Incentive Shares). Holders of Old Common Stock cancelled on the Effective Date received shares of New Common Stock approximating 24.7% of the post-Effective Date shares of issued and outstanding New Common Stock of the Company on a fully diluted basis (or 22.2% assuming the issuance of the Management Incentive Shares). Based on the foregoing formula, as of the Effective Date, the Filing Persons received an aggregate of 4,197,520 shares of New Common Stock or 46.6% percent of the post-Effective Date shares of issued and outstanding New Common Stock of the Company on a fully diluted basis (or 42.0% assuming the issuance of the Management Incentive Shares). The share ownership of each Filing Person is described in Item 5. The receipt of New Common Stock by the Filing Persons in exchange for holdings of Old Common Stock and Old Preferred Stock occurred by operation of law pursuant to the Plan, the Confirmation Order and the Restated Certificate, and without any contributions by the Filing Persons of any new capital into the Company. The foregoing summary of the Plan, the Confirmation Order and the Restated Certificate is only a summary and is qualified in its entirety by reference to the Plan (which was filed with the Securities and Exchange Commission ("SEC") by the Company as Exhibit 99 to the Company's Current Report on Form 8-K dated November 19, 2001), the Confirmation Order (which was filed with the SEC by the Company as Exhibit 99.1 to the Company's Current Report on Form 8-K dated January 22, 2002) and the Restated Certificate (which was filed with the SEC by the Company as Exhibit 3.1 to the Company's Amendment to Form 8-A dated January 31, 2002). 14 The response to Item 6 is hereby incorporated herein by reference. ITEM 4. PURPOSE OF THE TRANSACTION. The responses to Items 3 and 6 are hereby incorporated herein by reference. 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 New 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 the Filing Persons (and their respective affiliates) may purchase additional shares of New Common Stock or other securities of the Company or may sell or transfer shares of New Common Stock 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 New Common Stock and/or may cause any of the Limited Partnerships to distribute in kind to their respective partners shares of New Common Stock or other securities of the Company 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. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Based on the information provided to the Filing Persons by the Company, there were 9,000,000 shares of New Common Stock, and no shares of new Preferred Stock, outstanding as of the close of business on February 5, 2002. In addition, according to information provided to the Filing Persons by the Company, as of February 5, 2002, there were 1,000,000 million shares of New Common Stock (the "Management Incentive Shares") that are reserved for issuance under the Carmike 2002 Stock Plan (as defined below). As of February 8, 2002, GS Capital III beneficially owns an aggregate of 2,859,613 shares of New Common Stock, representing in the aggregate 31.8% of the shares of New Common Stock outstanding as of February 5, 2002 (or 28.6% if the Management Incentive Shares were issued). As of February 8, 2002, GS Offshore beneficially owns an aggregate of 786,141 shares of New Common Stock, representing in the aggregate 8.7% of the shares of New Common Stock outstanding as of February 5, 2002 (or 7.9% if the Management Incentive Shares were issued). 15 As of February 8, 2002, GS Advisors, as the sole general partner of GS Capital III and GS Offshore, may be deemed to beneficially own an aggregate of 3,645,754 shares of New Common Stock, representing in the aggregate 40.5% of the shares of New Common Stock outstanding as of February 5, 2002 (or 36.5% if the Management Incentive Shares were issued). As of February 8, 2002, GS Germany beneficially owns, and its managing partner, GS oHG, may be deemed to beneficially own, an aggregate of 132,014 shares of New Common Stock, representing in the aggregate 1.5% of the shares of New Common Stock outstanding as of February 5, 2002 (or 1.3% if the Management Incentive Shares were issued). As of February 8, 2002, 1998 Stone beneficially owns an aggregate of 322,439 shares of New Common Stock, representing in the aggregate 3.6% of the shares of New Common Stock outstanding as of February 5, 2002 (or 3.2% if the Management Incentive Shares were issued). As of February 8, 2002, 1998 Bridge beneficially owns an aggregate of 97,313 shares of New Common Stock, representing in the aggregate 1.1% of the shares of New Common Stock outstanding as of February 5, 2002 (or 1.0% if the Management Incentive Shares were issued). As of February 8, 2002, Stone L.L.C., as the sole general partner of Stone 1998 and the sole managing general partner of Bridge 1998, may be deemed to beneficially own an aggregate of 419,752 shares of New Common Stock, representing in the aggregate 4.7% of the shares of New Common Stock outstanding as of February 5, 2002 (or 4.2% if the Management Incentive Shares were issued). As of February 8, 2002, each of Goldman Sachs and GS Group may be deemed to beneficially own an aggregate of 4,197,520 shares of New Common Stock, consisting of the 4,197,520 shares of New Common Stock which may be deemed to be beneficially owned by their affiliates as described above, representing in the aggregate approximately 46.6% of the shares of New Common Stock outstanding as of February 5, 2002 (or 42.0% if the Management Incentive Shares were issued). Each of Goldman Sachs and GS Group disclaims beneficial ownership of the New Common Stock beneficially owned by the Limited Partnerships to the extent of partnership interests in the Limited Partnerships held by persons other than Goldman Sachs, GS Group or their affiliates. 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 New Common Stock other than as set forth herein. In accordance with SEC Release No. 34-39538 (January 12, 1998), this filing reflects the fact that GS Group and Goldman Sachs do not report the beneficial ownership of the securities beneficially owned by the asset management unit of Goldman Sachs (the "Asset Management Unit"). The Asset Management Unit will separately report, to the extent required, its beneficial ownership of securities. In addition, the response to Item 6 is hereby incorporated herein by reference. (b) Each Filing Person shares the power to vote or direct the vote and to dispose or to direct the disposition of shares of New Common Stock beneficially owned by such Filing Person as indicated in pages 2 through 11 above. 16 (c) No transactions in the shares of New 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) 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 New 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. On January 31, 2002, the Company entered into a stockholders agreement, dated January 31, 2002 (the "Stockholders Agreement"), with the following persons: GS Capital III, GS Offshore, Goldman Sachs & Co. Verwaltungs Gmbh (as nominee for GS Germany), Bridge 1998 and Stone 1998; Michael Patrick; The Jordan Trust, TJT(B) and TJT(B) (Bermuda) Investment Company LTD. ("Jordan"); David W. Zalaznick and Barbara Zalaznick, JT TEN ( "Zalaznick"); and Leucadia Investors, Inc. or any of its Affiliates (as such term is defined in Rule 12b-2 of the Act) ("Leucadia"). The Jordan entities, the Zalaznick entities and Leucadia, collectively, shall be referred to herein as the "Other Signatories"; the Goldman Sachs signatories, together with the Other Signatories, shall be referred to herein as the "Signing Stockholders." Pursuant to the Stockholders Agreement, the Signing Stockholders agreed to vote their shares, during the term of the agreement (as described below), in a manner necessary to elect the following individuals to the Company's board of directors: (a) the Chief Executive Officer ("CEO") of the Company; (b) Carl Patrick, Jr., subject to certain conditions; (c) three members designated by Jordan/Zalaznick Advisers, Inc., provided that at least one of such designees is an Independent Director (as defined below); (d) four members designated by GS Capital III, provided that at least one of such designees is an Independent Director; and (e) an individual designated by the CEO and approved by a majority of the members of the Company's board of directors who, if elected, will qualify as an Independent Director. In the Stockholders Agreement, an "Independent Director" means a person that (a) holds less than 5% of the capital stock of the Company and (b) is not an Affiliate of a person who holds 5% or more of the capital stock of the Company and (c) is not an officer or employee of the Company. The term of the Stockholders Agreement expires on the twenty-fifth month of the Effective Date unless earlier terminated by a written agreement executed by the Signing Stockholders (and/or their permitted transferees that have agreed to be bound by the terms of the Stockholders Agreement) holding at least 66.67% of the shares of capital stock of the Company owned by all of the Signing Stockholders (and any permitted transferees) at such time. Also pursuant to the Stockholders Agreement, the Signing Stockholders agreed to vote their shares in a manner necessary to approve the Carmike Cinemas, Inc. 2002 Stock Plan (the "Carmike 2002 Stock Plan") at an annual or special meeting of the Company's stockholders held within twelve months of the Effective Date, and to support affirmative action with respect to (and, if presented for vote before the Company's stockholders, to vote for) the Employment Agreement between the Company and Michael W. Patrick. In addition, the Signing Stockholders agreed that for twenty five months commencing on the Effective Date, they will not, directly or indirectly, sell, offer to sell, grant 17 any option to purchase or otherwise transfer or dispose of any interest in the capital stock of the Company other than (a) pursuant to an Extraordinary Transaction (as defined therein) such as the sale of all or substantially all of the assets of the Company or a sale, merger, consolidation or other transaction as a result of which the holders of the voting stock of the Company immediately prior to such transaction would hold less than 50% of the outstanding voting rights of the successor entity; (b) to a parent company of the Signing Stockholder; (c) to a wholly owned subsidiary of the Signing Stockholder or a wholly owned subsidiary of the parent company of the Signing Stockholder; or (d) in the case of an individual Signing Stockholder, to a family member; provided, that with respect to each of the foregoing (b), (c) and (d), the transferee agrees to become bound by the terms and conditions of the Stockholders Agreement. By virtue of the Stockholders Agreement, the Signing Stockholders may be deemed to be part of a "group" for purposes of Section 13(d) of the Act, whose members collectively hold more than 5% of the Company's New Common Stock. Each Filing Person disclaims its membership in such group and disclaims beneficial ownership of any shares of stock held by any Other Signatories or any other Filing Person attributed to them by reason of the Stockholders Agreement. The filing of this Schedule 13D/A shall not be construed as an admission that any Filing Person is the beneficial owner of such shares or that the Filing Person and any of such other stockholders constitute such a group or "person" for purposes of Section 13(d)(3) of the Act. In addition, pursuant to a registration rights agreement, dated as of January 31, 2002, among the Company, certain affiliates of Goldman Sachs and the other signatories thereto (the "Registration Rights Agreement"), subject to certain exceptions, holders of registrable securities who are signatories to the Registration Rights Agreement ("Holders") have the right to require the Company to register under the Securities Act of 1933, as amended, all or a part of the registrable securities held by such requesting Holders, provided that the number of shares sought to be included in such registration equals or exceeds, in the aggregate, 10% or more of the shares of New Common Stock then issued and outstanding (calculated on a fully diluted basis). Holders are entitled to an unlimited number of such demand registrations provided that the 10% requirement described in the foregoing sentence can be satisfied. In addition, subject to certain exceptions, Holders have the right to demand (an unlimited number of times) inclusion of registrable securities that such Holders beneficially own in registrations by the Company of securities for its own account or the account of a selling security holder. The Registration Rights Agreement provides that Holders shall be subject to the transfer restrictions in Section 3 of the Stockholders Agreement (as summarized in the foregoing paragraph). The foregoing summary descriptions do not purport to be complete and are qualified in their entirety by reference to the Stockholders Agreement and the Registration Rights Agreement which are filed as Exhibits 99.2 and 99.3, respectively, hereto and incorporated herein by reference. In addition, the response to Item 3 is hereby incorporated herein by reference. 18 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 99.1 Joint Filing Agreement. Exhibit 99.2 Stockholders' Agreement, dated as of January 31, 2002, by and among Carmike Cinemas, Inc. and the Signing Stockholders listed in Exhibit A thereto. Exhibit 99.3 Registration Rights Agreement, dated as of January 31, 2002, by and among Carmike Cinemas, Inc. and the other parties signatories thereto. Exhibit 99.4 Power of Attorney, dated December 8, 2000, relating to Goldman, Sachs & Co. Exhibit 99.5 Power of Attorney, dated December 8, 2000, relating to The Goldman Sachs Group, Inc. Exhibit 99.6 Power of Attorney, dated January 31, 2000, relating to GS Capital Partners III, L.P. Exhibit 99.7 Power of Attorney, dated January 31, 2000, relating to GS Capital Partners III Offshore, L.P. Exhibit 99.8 Power of Attorney, dated October 7, 1999 relating to GS Capital Partners III Germany Civil Law Partnership. Exhibit 99.9 Power of Attorney, dated January 21, 2000, relating to GS Advisors III, L.L.C. Exhibit 99.10 Power of Attorney, dated March 28, 2000, relating to Goldman, Sachs & Co. oHG. Exhibit 99.11 Power of Attorney, dated December 16, 1999, relating to Stone Street Fund 1998, L.P. Exhibit 99.12 Power of Attorney, dated December 16, 1999, relating to Bridge Street Fund 1998, L.P. Exhibit 99.13 Power of Attorney, dated December 16, 1999, relating to Stone Street 1998, L.L.C. 19 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. February 8, 2002 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.L.C. 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 20 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 1998, L.L.C. By:/s/ Roger S. Begelman ----------------------------------- Name: Roger S. Begelman Title: Attorney-in-fact 21 EXHIBITS Exhibit 99.1 Joint Filing Agreement. Exhibit 99.2 Stockholders' Agreement, dated as of January 31, 2002, by and among Carmike Cinemas, Inc. and the Signing Stockholders listed in Exhibit A thereto. Exhibit 99.3 Registration Rights Agreement, dated as of January 31, 2002, by and among Carmike Cinemas, Inc. and the other parties signatories thereto. Exhibit 99.4 Power of Attorney, dated December 8, 2000, relating to Goldman, Sachs & Co. Exhibit 99.5 Power of Attorney, dated December 8, 2000, relating to The Goldman Sachs Group, Inc. Exhibit 99.6 Power of Attorney, dated January 31, 2000, relating to GS Capital Partners III, L.P. Exhibit 99.7 Power of Attorney, dated January 31, 2000, relating to GS Capital Partners III Offshore, L.P. Exhibit 99.8 Power of Attorney, dated October 7, 1999 relating to GS Capital Partners III Germany Civil Law Partnership. Exhibit 99.9 Power of Attorney, dated January 21, 2000, relating to GS Advisors III, L.L.C. Exhibit 99.10 Power of Attorney, dated March 28, 2000, relating to Goldman, Sachs & Co. oHG. Exhibit 99.11 Power of Attorney, dated December 16, 1999, relating to Stone Street Fund 1998, L.P. Exhibit 99.12 Power of Attorney, dated December 16, 1999, relating to Bridge Street Fund 1998, L.P. Exhibit 99.13 Power of Attorney, dated December 16, 1999, relating to Stone Street 1998, L.L.C. 22 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 is c/o Goldman, Sachs & Co., 85 Broad Street, New York, NY 10004. Each person is a citizen of the United States of America except for Lord Browne of Madingley, 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. Lord Browne of Madingley Group Chief Executive of BP Amoco plc James A. Johnson Chairman and Chief Executive Officer of Johnson Capital Partners John H. Bryan Chairman of Sara Lee Corporation Ruth J. Simmons President of Brown University Margaret C. Whitman President and Chief Executive Officer of eBay Inc. Morris Chang Chairman of Taiwan Semiconductor Manufacturing Company Ltd. Page 1 of 1 page SCHEDULE II-A-i --------------- The name, position and present principal occupation of each executive officer of GS Advisors III, L.L.C., the sole general partner of each of GS Capital Partners III, L.P. and GS Capital Partners III Offshore, L.P. are set forth below. The business address for all the executive officers listed below except Gene T. Sykes, Richard S. Sharp, Barry S. Volpert, Muneer A. Satter, Antoine L. Schwartz, Hughes B. Lepic, Syaru (Shirley) Lin, Stephen S. Trevor, Peter Schiefer, Joseph P. DiSabato, Atul Kapur, Michel Plantevin, Robert G. Doumar, Jr., Melina E. Higgins, Mary Nee and Ulrika Werdelin is 85 Broad Street, New York, New York 10004. The business address of Richard S. Sharp, Barry S. Volpert, Antoine L. Schwartz, Hughes B. Lepic, Stephen S. Trevor, Peter Schiefer, Atul Kapur, Michel Plantevin, Robert G. Doumar, Jr. and Ulrika Werdelin is Peterborough Court, 133 Fleet Street, London EC4A 2BB, England. The business address of Syaru (Shirley) Lin and Mary Nee is Cheung Kong Center, 68th Floor, 2 Queens Road, Central, Hong Kong. The business address of Joseph P. DiSabato and Melina E. Higgins is 2765 Sand Hill Road, Menlo Park, CA 94025. The business address of Gene T. Sykes is Fox Plaza, Suite 2600, 2121 Avenue of the Stars, Los Angeles, CA 90067. The business address of Muneer A. Satter is 4900 Sears Tower, Chicago, IL 60606. All executive officers listed below are United States citizens except Richard S. Sharp, Sanjeev K. Mehra, Antoine L. Schwartz, Patrick E. Mulvihill, Hughes B. Lepic, Peter Schiefer, Atul Kapur, Michel Plantevin, and Ulrika Werdelin. Richard S. Sharp is a citizen of the United Kingdom. Sanjeev K. Mehra is a citizen of India. Atul Kapur is a citizen of Singapore. Antoine L. Schwartz, Hughes B. Lepic and Michel Plantevin are citizens of France. Patrick E. Mulvihill is a citizen of Ireland. Peter Schiefer is a citizen of Germany. Ulrika Werdelin is a citizen of Sweden. Name Position Present Principal Occupation - -------------------------------------------------------------------------------- Richard A. Friedman President Managing Director of Goldman, Sachs & Co. Joseph H. Gleberman Vice President Managing Director of Goldman, Sachs & Co Terence M. O'Toole Vice President Managing Director of Goldman, Sachs & Co. Gene T. Sykes Vice President Managing Director of Goldman, Sachs & Co. Henry Cornell Vice President Managing Director of Goldman, Sachs & Co. Richard S. Sharp Vice President Managing Director of Goldman Sachs International Esta E. Stecher Assistant Secretary Managing Director of Goldman, Sachs & Co. Barry S. Volpert Vice President Managing Director of Goldman Sachs International Sanjeev K. Mehra Vice President Managing Director of Goldman, Sachs & Co. Muneer A. Satter Vice President Managing Director of Goldman, Sachs & Co. Antoine L. Schwartz Vice President Managing Director of Goldman Sachs International Steven M. Bunson Assistant Secretary Managing Director of Goldman, Sachs & Co. Page 1 of 2 pages Elizabeth C. Fascitelli Treasurer Managing Director of Goldman, Sachs & Co. Patrick E. Mulvihill Assistant Treasurer Managing Director of Goldman, Sachs & Co. David J. Greenwald Assistant Secretary Managing Director of Goldman, Sachs & Co. Dan H. Jester Assistant Treasurer Managing Director of Goldman, Sachs & Co. Hughes B. Lepic Vice President Managing Director of Goldman Sachs International Russell E. Makowsky Assistant Secretary Managing Director of Goldman, Sachs & Co. Sarah G. Smith Assistant Treasurer Managing Director of Goldman, Sachs & Co. Randall A. Blumenthal Vice President Managing Director of Goldman, Sachs & Co. Syaru (Shirley) Lin Vice President Managing Director of Goldman Sachs (Asia) L.L.C. Douglas F. Londal Vice President Managing Director of Goldman, Sachs & Co. Stephen S. Trevor Vice President Managing Director of Goldman Sachs International Peter Schiefer Vice President Managing Director of Goldman Sachs International Abraham Bleiberg Vice President Managing Director of Goldman, Sachs & Co. Joseph P. DiSabato Vice President Managing Director of Goldman, Sachs & Co. Robert R. Gheewalla Vice President Managing Director of Goldman, Sachs & Co. Atul Kapur Vice President Managing Director of Goldman Sachs International Michel Plantevin Vice President Managing Director of Goldman Sachs International Robert G. Doumar, Jr. Vice President Managing Director of Goldman Sachs International Ben I. Adler Vice President Managing Director of Goldman, Sachs & Co. Melina E. Higgins Vice President Managing Director of Goldman, Sachs & Co. Elizabeth C. Marcellino Vice President Managing Director of Goldman, Sachs & Co. John E. Bowman Vice President Vice President of Goldman, Sachs & Co. Katherine B. Enquist Vice President/ Vice President of Secretary Goldman, Sachs & Co. James B. McHugh Assistant Secretary Vice President of Goldman, Sachs & Co. Beverly L. O'Toole Assistant Secretary Vice President of Goldman, Sachs & Co. Mary Nee Vice President Executive Director of Goldman Sachs (Asia) L.L.C. Ulrika Werdelin Vice President Executive Director of Goldman Sachs International Page 2 of 2 pages SCHEDULE II-A-ii ---------------- The name and principal occupation of each member of the Principal Investment Area Investment Committee of Goldman, Sachs & Co., which exercises the authority of Goldman, Sachs & Co. in managing GS Advisors III, L.L.C. are set forth below. The business address for each member listed below except Gene T. Sykes, Richard S. Sharp, Barry S. Volpert, Antoine L. Schwartz, Robert V. Delaney and Muneer A. Satter is 85 Broad Street, New York, New York 10004. The business address of Gene T. Sykes is Fox Plaza, Suite 2600, 2121 Avenue of the Stars, Los Angeles, CA 90067. The business address of Richard S. Sharp, Barry S. Volpert and Antoine L. Schwartz is Peterborough Court, 133 Fleet Street, London EC4A 2BB, England. The business address of Robert V. Delaney is ARK Mori Building, 12-32, Akasaka 1-chome, Minato-ku, Tokyo 107-6005, Japan. The business address of Muneer A. Satter is 4900 Sears Tower, Chicago, IL 60606. All members listed below except Richard S. Sharp, Sanjeev K. Mehra and Antoine L. Schwartz are United States citizens. Richard S. Sharp is a citizen of the United Kingdom, Sanjeev K. Mehra is a citizen of India and Antoine L. Schwartz is a citizen of France. Name Present Principal Occupation - -------------------------------------------------------------------------------- Peter M. Sacerdote Advisory Director of Goldman, Sachs & Co. Richard A. Friedman Managing Director of Goldman, Sachs & Co. Joseph H. Gleberman Managing Director of Goldman, Sachs & Co. Terence M. O'Toole Managing Director of Goldman, Sachs & Co. Gene T. Sykes Managing Director of Goldman, Sachs & Co. Henry Cornell Managing Director of Goldman, Sachs & Co. Robert V. Delaney Managing Director of Goldman Sachs (Japan) Ltd. Richard S. Sharp Managing Director of Goldman Sachs International Barry S. Volpert Managing Director of Goldman Sachs International Sanjeev K. Mehra Managing Director of Goldman, Sachs & Co. Muneer A. Satter Managing Director of Goldman, Sachs & Co. Peter G. Sachs Senior Director of The Goldman Sachs Group, Inc. Antoine L. Schwartz Managing Director of Goldman Sachs International Page 1 of 1 page SCHEDULE II-B ------------- 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, Timothy C. Plaut and Alexander C. Dibelius are citizens of Germany and Jonathan S. King is a citizen of the United Kingdom. Name Position Present Principal Occupation - -------------------------------------------------------------------------------- Jonathan S. King Managing Director Executive Director of Goldman, Sachs & Co. oHG Timothy C. Plaut Managing Director Managing Director of Goldman, Sachs & Co. oHG Alexander C. Dibelius Managing Director Managing Director of Goldman, Sachs & Co. oHG Page 1 of 1 page SCHEDULE II-C-i --------------- The name, position and present principal occupation of each executive officer of Stone Street 1998, L.L.C., the sole general partner of Stone Street Fund 1998, L.P. and the sole managing general partner of Bridge Street Fund 1998, L.P. are set forth below. The business address for all the executive officers listed below except Gene T. Sykes, Richard S. Sharp, Barry S. Volpert, Muneer A. Satter, Antoine L. Schwartz, Hughes B. Lepic, Syaru (Shirley) Lin, Stephen S. Trevor, Peter Schiefer, Joseph P. DiSabato, Atul Kapur, Michel Plantevin, Robert G. Doumar, Jr., Melina E. Higgins, Mary Nee and Ulrika Werdelin is 85 Broad Street, New York, New York 10004. The business address of Richard S. Sharp, Barry S. Volpert, Antoine L. Schwartz, Hughes B. Lepic, Stephen S. Trevor, Peter Schiefer, Atul Kapur, Michel Plantevin, Robert G. Doumar, Jr. and Ulrika Werdelin is Peterborough Court, 133 Fleet Street, London EC4A 2BB, England. The business address of Syaru (Shirley) Lin and Mary Nee is Cheung Kong Center, 68th Floor, 2 Queens Road, Central, Hong Kong. The business address of Joseph P. DiSabato and Melina E. Higgins is 2765 Sand Hill Road, Menlo Park, CA 94025. The business address of Gene T. Sykes is Fox Plaza, Suite 2600, 2121 Avenue of the Stars, Los Angeles, CA 90067. The business address of Muneer A. Satter is 4900 Sears Tower, Chicago, IL All executive officers listed below are United States citizens except Richard S. Sharp, Sanjeev K. Mehra, Antoine L. Schwartz, Patrick E. Mulvihill, Hughes B. Lepic, Peter Schiefer, Atul Kapur, Michel Plantevin, and Ulrika Werdelin. Richard S. Sharp is a citizen of the United Kingdom. Sanjeev K. Mehra is a citizen of India. Atul Kapur is a citizen of Singapore. Antoine L. Schwartz, Hughes B. Lepic and Michel Plantevin are citizens of France. Patrick E. Mulvihill is a citizen of Ireland. Peter Schiefer is a citizen of Germany. Ulrika Werdelin is a citizen of Sweden. Name Position Present Principal Occupation - -------------------------------------------------------------------------------- Peter M. Sacerdote Chairman/ Advisory Director of President Goldman, Sachs & Co. Peter G. Sachs Vice President Senior Director of The Goldman Sachs Group, Inc. Richard A. Friedman Vice President Managing Director of Goldman, Sachs & Co. Joseph H. Gleberman Vice President Managing Director of Goldman, Sachs & Co Terence M. O'Toole Vice President Managing Director of Goldman, Sachs & Co. Gene T. Sykes Vice President Managing Director of Goldman, Sachs & Co. Henry Cornell Vice President Managing Director of Goldman, Sachs & Co. Richard S. Sharp Vice President Managing Director of Goldman Sachs International Esta E. Stecher Vice President/ Managing Director of Assistant Secretary Goldman, Sachs & Co. Barry S. Volpert Vice President Managing Director of Goldman Sachs International Sanjeev K. Mehra Vice President/ Managing Director of Treasurer Goldman, Sachs & Co. Muneer A. Satter Vice President Managing Director of Goldman, Sachs & Co. Antoine L. Schwartz Vice President Managing Director of Goldman Sachs International Steven M. Bunson Assistant Secretary Managing Director of Goldman, Sachs & Co. Page 1 of 2 pages Elizabeth C. Fascitelli Vice President Managing Director of Goldman, Sachs & Co. Patrick E. Mulvihill Assistant Treasurer Managing Director of Goldman, Sachs & Co. David J. Greenwald Vice President/ Managing Director of Assistant Secretary Goldman, Sachs & Co. Hughes B. Lepic Vice President Managing Director of Goldman Sachs International Russell E. Makowsky Assistant Secretary Managing Director of Goldman, Sachs & Co. Sarah G. Smith Assistant Treasurer Managing Director of Goldman, Sachs & Co. Dan H. Jester Assistant Treasurer Managing Director of Goldman, Sachs & Co. Randall A. Blumenthal Vice President Managing Director of Goldman, Sachs & Co. Syaru (Shirley) Lin Vice President Managing Director of Goldman Sachs (Asia) L.L.C. Douglas F. Londal Vice President Managing Director of Goldman, Sachs & Co. Stephen S. Trevor Vice President Managing Director of Goldman Sachs International Peter Schiefer Vice President Managing Director of Goldman Sachs International Abraham Bleiberg Vice President Managing Director of Goldman, Sachs & Co. Joseph P. DiSabato Vice President Managing Director of Goldman, Sachs & Co. Robert R. Gheewalla Vice President Managing Director of Goldman, Sachs & Co. Atul Kapur Vice President Managing Director of Goldman Sachs International Michel Plantevin Vice President Managing Director of Goldman Sachs International Robert G. Doumar, Jr. Vice President Managing Director of Goldman Sachs International Ben I. Adler Vice President Managing Director of Goldman, Sachs & Co. Melina E. Higgins Vice President Managing Director of Goldman, Sachs & Co. Elizabeth C. Marcellino Vice President Managing Director of Goldman, Sachs & Co. John E. Bowman Vice President Vice President of Goldman, Sachs & Co. Raymond G. Matera Vice President Vice President of Goldman, Sachs & Co. Katherine B. Enquist Vice President/ Vice President of Secretary Goldman, Sachs & Co. James B. McHugh Assistant Secretary Vice President of Goldman, Sachs & Co. Beverly L. O'Toole Assistant Secretary Vice President of Goldman, Sachs & Co. Mary Nee Vice President Executive Director of Goldman Sachs (Asia) L.L.C. Richard J. Stingi Vice President Vice President of Goldman, Sachs & Co. Ulrika Werdelin Vice President Executive Director of Goldman Sachs International Page 2 of 2 pages SCHEDULE II-C-ii ---------------- The name and principal occupation of each member of the Stone Street Investment Committee of Goldman, Sachs & Co., which exercises the authority of Goldman, Sachs & Co. in managing Stone Street 1998, L.L.C. are set forth below. The business address for each member listed below is 85 Broad Street, New York, New York 10004. All members listed below except Sanjeev K. Mehra are United States citizens. Sanjeev K. Mehra is a citizen of India. Name Present Principal Occupation - -------------------------------------------------------------------------------- Peter M. Sacerdote Advisory Director of Goldman, Sachs & Co. Peter G. Sachs Senior Director of The Goldman Sachs Group, Inc. Richard A. Friedman Managing Director of Goldman, Sachs & Co. Joseph H. Gleberman Managing Director of Goldman, Sachs & Co. Terence M. O'Toole Managing Director of Goldman, Sachs & Co. Sanjeev K. Mehra Managing Director of Goldman, Sachs & Co. Page 1 of 1 page SCHEDULE III ------------ On April 6, 2000, in connection with an industry-wide investigation by the Securities and Exchange Commission (the "SEC") relating to the pricing of government securities in advance refunding transactions, Goldman, Sachs & Co. (the "Firm") joined in a global settlement resolving the SEC investigation as well as a related qui tam lawsuit purportedly brought on behalf of the United States entitled United States ex rel. Lissack v. Goldman, Sachs & Co., et al., 95 Civ. 1363 (S.D.N.Y.)(BSJ). Pursuant to the settlement, without admitting or denying the findings, the Firm consented to the issuance of an SEC administrative order (SEA Rel. No. 42640) which, among other things, found that the Firm had violated Sections 17(a)(2) and (3) of the Securities Act of 1933 in connection with such pricing of government securities, required the Firm to cease and desist from violating such provisions, and ordered the Firm to make payments totaling approximately $5.1 Million to the U.S. Treasury and $104,000 to two municipalities. Under the global settlement, the qui tam lawsuit was dismissed with prejudice, and the Internal Revenue Service agreed not to challenge the tax-free nature of the refundings by virtue of the pricing of such securities. EX-99 3 jointfilingagmt.txt JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock, $0.03 par value per share, of Carmike Cinemas, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement. Date: February 8, 2002 GOLDMAN, SACHS & CO. THE GOLDMAN SACHS GROUP, INC. By: /s/ Roger S. Begelman By: /s/ Roger S. Begelman - ------------------------------------------ ----------------------------- Name: Roger S. Begelman Name: Roger S. Begelman Title: Attorney-in-fact Title: Attorney-in-fact GS CAPITAL PARTNERS III, L.P. GS ADVISORS III, L.L.C. By: /s/ Roger S. Begelman By: /s/ Roger S. Begelman - -------------------------------------------- ----------------------------- Name: Roger S. Begelman Name: Roger S. Begelman Title: Attorney-in-fact Title: Attorney-in-fact GS CAPITAL PARTNERS III OFFSHORE, L.P. STONE STREET FUND 1998, L.P. By: /s/ Roger S. Begelman By: /s/ Roger S. Begelman - ------------------------------------------- ------------------------------ Name: Roger S. Begelman Name: Roger S. Begelman Title: Attorney-in-fact Title: Attorney-in-fact STONE STREET 1998, L.L.C. BRIDGE STREET FUND 1998, L.P. By: /s/ Roger S. Begelman By: /s/ Roger S. Begelman - -------------------------------------------- ------------------------------ Name: Roger S. Begelman Name: Roger S. Begelman Title: Attorney-in-fact Title: Attorney-in-fact GS CAPITAL PARTNERS III GERMANY CIVIL LAW PARTNERSHIP (with limitation of liability) GOLDMAN, SACHS & CO. oHG By:/s/ Roger S. Begelman By: /s/ Roger S. Begelman - -------------------------------------------- ------------------------------ Name: Roger S. Begelman Name: Roger S. Begelman Title: Attorney-in-fact Title: Attorney-in-fact EX-99 4 stockholderagmt.txt STOCKHOLDERS' AGREEMENT Exhibit 99.2 CARMIKE CINEMAS, INC. STOCKHOLDERS' AGREEMENT This Stockholders' Agreement (this "AGREEMENT") is made and entered into as of January 31, 2002, (the "EFFECTIVE DATE") by and among Carmike Cinemas, Inc., a Delaware corporation (the "COMPANY"), and the other parties signatory hereto (the "SIGNING STOCKHOLDERS"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, pursuant to the disclosure statement filed in connection with the Company's Joint Plan of Reorganization under chapter 11 of title 11 of the United States Code for the Company, et al., as confirmed on January 3, 2002 by order of the United States Bankruptcy Court for the District of Delaware, which provides among other things, that (a) the Company shall enter into an agreement with the Signing Stockholders to provide for certain rights and obligations between and among them and subsequent holders of the Company's securities with respect to the Company; and WHEREAS, the Company and the Signing Stockholders, wish to enter into this Agreement to provide for certain rights and obligations between and among them and certain subsequent holders of the Company's securities with respect to the Company; NOW, THEREFORE, in consideration of the premises and mutual agreements, covenants and provisions contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Election of Board of Directors. 1.1 Voting; Board Composition. During the term of this Agreement, each Signing Stockholder agrees to vote all shares of capital stock of the Company (the "STOCK") now or hereafter directly or indirectly owned (of record or beneficially) by such Signing Stockholder, in such manner as may be necessary to elect (and maintain in office) the members of the Company's Board of Directors, as follows: (a) one (1) member of the Board of Directors shall be the Chief Executive Officer of the Company (the "CEO"); (b) one (1) member of the Board of Directors shall be Carl Patrick, Jr., provided that (i) Carl Patrick, Jr. continues to own at least -------- 50.01% of the shares of Stock that he owns as of the date hereof, (ii) Michael W. Patrick is CEO, and (iii) Michael W. Patrick does not request Carl Patrick, Jr.'s removal from the Board of Directors; (c) three (3) members of the Board of Directors shall be designated from time to time in a writing delivered to the Company and signed by Jordan/Zalaznick Advisers, Inc. ("JORDAN/ZALAZNICK"), provided that at least one of such designees shall be an independent director, which shall be defined as anyone who is not a holder of 5% or more of the capital stock of the Company or an Affiliate (as defined below) of such holder or an officer or employee of the Company (an "INDEPENDENT DIRECTOR"); provided, further, that for purposes of Jordan/Zalaznick designating any Board Designee (as defined below) pursuant to this Agreement, Affiliates of Leucadia National Corporation shall be deemed an Independent Director; (d) four (4) members of the Board of Directors shall be designated from time to time in a writing delivered to the Company and signed by The GS Capital Partners III, L.P. ("GOLDMAN SACHS"), provided that at least one of such designees shall be an Independent Director; and (e) one (1) member of the Board of Directors, who shall be an Independent Director, shall be designated from time to time in a writing delivered to the Company and signed by the CEO and approved by a majority of the members of the Board of Directors; and For purposes of this Agreement: (i) any individual who is designated for election to the Company's Board of Directors pursuant to the foregoing provisions of this Section 1.1 is hereinafter referred to as a "BOARD DESIGNEE"; (ii) any individual, entity, or group of individuals and/or entities who has the right to designate one (1) or more Board Designees for election to the Company's Board of Directors pursuant to the foregoing provisions of this Section 1.1 is hereinafter referred to as a "DESIGNATOR" or as "DESIGNATORS," as applicable; and (iii) the term "AFFILIATE" shall have such meaning ascribed to it under Rule 12b-2 of the Securities Exchange Act of 1934. 1.2 Initial Board Composition. Initially, the Board of Directors shall consist of ten directors, at least three of whom shall be Independent Directors, and each director shall be designated as prescribed in Section 1.1. 1.3 Changes in Board Designees. From time to time during the term of this Agreement, a Designator or Designators may, in its or their sole discretion: (a) elect to remove from the Company's Board of Directors any incumbent Board Designee who occupies a Board seat for which such Designator or Designators are entitled to designate the Board Designee under Section 1.1; and/or (b) designate a new Board Designee for election to a Board seat for which such Designator or Designators are entitled to designate the Board 2 Designee under Section 1.1 (whether to replace a prior Board Designee or to fill a vacancy in such Board seat); provided such removal and/or designation of a Board Designee is approved in a - -------- writing that is delivered to the Company and signed by Designators who are entitled to designate such Board Designee under Section 1.1, in which case such election to remove a Board Designee and/or elect a new Board Designee will be binding on all such Designators. In the event of such a removal and/or designation of a Board Designee under this Section 1.3, the Signing Stockholders shall vote their shares of the Company's capital stock as provided in Section 1.1 to cause: (a) the removal from the Company's Board of Directors of the Board Designee or Designees so designated for removal by the appropriate Designator or Designators; and (b) the election to the Company's Board Directors of any new Board Designee or Designees so designated for election to the Company's Board of Directors by the appropriate Designator or Designators. 1.4 Removal of Board Designees Upon Transfer. In the event that this ---------------------------------------- Agreement is amended at any time to permit transfers other than as currently contemplated herein or if the effectiveness of this Agreement is extended beyond the 25th month from the date hereof, then upon each transfer or transfers by Goldman Sachs or any of its Affiliates that results in Goldman Sachs and any of its Affiliates transferring an aggregate of 25% of the shares of Stock it holds as of the date hereof (such transfer, a "25% TRANSFER") since the last 25% Transfer, if any, the number of Board Designees Goldman Sachs shall be entitled to designate pursuant to Section 1.1 shall decrease by one and one Board Designee of Goldman Sachs shall be removed from the Board of Directors each time a 25% Transfer occurs, provided that the first such Board Designee of Goldman Sachs to be removed shall be the Independent Director designated by Goldman Sachs and thereafter none of the directors designated by Goldman Sachs shall be required to be Independent Directors, provided, further, that upon Goldman Sachs and its Affiliates ceasing to hold at least 2% of the shares of then issued and outstanding Stock, Goldman Sachs shall no longer have the right to designate any Board Designees. Upon each transfer or transfers by Jordan/Zalaznick or any of its Affiliates that results in Jordan/Zalaznick and any of its Affiliates transferring an aggregate of 33.33% of the shares of Stock it holds as of the date hereof (such transfer, a "33.33% TRANSFER") since the last 33.33% Transfer, if any, the number of Board Designees Jordan/Zalaznick shall be entitled to designate pursuant to Section 1.1 shall decrease by one and one Board Designee of Jordan/Zalaznick shall be removed from the Board of Directors each time a 33.33% Transfer occurs and upon the removal of the Independent Director designated by Jordan/Zalaznick as a result of a 33.33% Transfer, none of the directors designated by Jordan/Zalaznick shall be required thereafter to be Independent Directors, provided that upon Jordan/Zalaznick and its Affiliates ceasing to hold at least 2% of the shares of then issued and outstanding Stock, Jordan/Zalaznick shall no longer have the right to designate any Board Designees. The remaining members of the Board of Directors shall by a majority vote either reduce the number of directors up to such number of removed directors, who are not Independent Directors, or elect new directors to fill such vacancies; 3 provided that any vacancy created by the removal of an Independent Director or any other director shall be filled by an Independent Director selected by a majority of the remaining members of the Board of Directors. 1.5 Notice; Voting. The Company shall promptly give each of the -------------- Signing Stockholders written notice of any proposal by a Designator or Designators to remove or elect a new Board Designee. In any election of directors pursuant to this Section 1, the Signing Stockholders shall vote their shares in a manner sufficient to elect to the Company's Board of Directors the individuals to be elected thereto as provided in this Section 1. 1B. APPROVAL OF 2002 STOCK PLAN. At an annual or any special meeting of --------------------------- the stockholders of the Company held within twelve (12) months of the Effective Date, each Signing Stockholder agrees to vote the Stock now or hereafter directly or indirectly owned (of record or beneficially) by such Signing Stockholder in such manner as may be necessary to approve the Carmike Cinemas, Inc. 2002 Stock Plan (the "2002 Stock Plan") presented to the stockholders of the Company at such meeting for consideration. 1C. APPROVAL OF EMPLOYMENT AGREEMENT. Each Signing Stockholder agrees to -------------------------------- support affirmative action whether by the Company's directors or officers with respect to, and if presented for action by the Company's stockholders to vote the Stock now or hereafter directly or indirectly owned (of record or beneficially) by such Signing Stockholder in such manner as may be necessary or appropriate to approve and implement the terms of, the Employment Agreement between the Company and Michael W. Patrick. 2. FURTHER ASSURANCES. Each of the Signing Stockholders and the Company ------------------ agree not to vote any shares of Company's capital stock, or to take any other actions, that would in any manner defeat, impair, be inconsistent with or adversely affect the stated intentions of the parties under Sections 1, 1B and 1C of this Agreement. 3. LOCK-UP. The Signing Stockholders hereby agree that for the period ------- commencing on the Effective Date and ending twenty-five months thereafter, they shall not (individually or collectively) directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale or any other transaction intended to diminish risk of loss), grant any option to purchase or otherwise transfer or dispose of (any such act, "TRANSFER") any interest in any shares of Stock, other than: (a) pursuant to an Extraordinary Transaction approved by the Board of Directors. An "EXTRAORDINARY TRANSACTION" means any transaction involving any agreement, plan or proposal involving any (i) sale of capital stock of the Company (the "CAPITAL STOCK"), merger, consolidation, recapitalization or other transaction that, if consummated in accordance with its terms, that would result in the holders of the voting Capital Stock of the Company immediately 4 prior to such sale of Capital Stock, merger, consolidation, recapitalization or other transaction holding less than 50% of the outstanding voting rights of the outstanding securities (on a fully diluted basis) of the resulting entity arising out of such merger, consolidation, recapitalization or other transaction or (ii) the sale of all or substantially all of the assets of the Company and subsidiaries on a consolidated basis; or (b) a Transfer (i) to a corporation or other entity that, directly or indirectly, owns all of the equity securities of the Signing Stockholder (a "PARENT COMPANY"), (ii) to another corporation or entity all of the equity securities of which are directly or indirectly owned by the Signing Stockholder or a Parent Company (which corporation or entity shall continue to satisfy this clause (ii) for the remainder of such restricted period), or (iii) in the case of an individual Signing Stockholder, to a member of the "family" within the meaning of section 318(a)(1) of the Tax Code (which generally, but not always, includes the spouse, children, grandchildren and parents) of the individual Signing Stockholder that owned such shares on the Effective Date; provided that any transferee, upon receipt of Stock -------- pursuant to this subsection 4(b), shall execute a signature page to this Agreement, thereby being bound by its terms and conditions and entitled to its benefits. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Stock of each Signing Stockholder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Any transfer in violation of this Section 3 shall be deemed invalid. 4. TRANSFEREES; TRANSFERORS; LEGENDS ON CERTIFICATES. ------------------------------------------------- 4.1 Effect on Transferees. A permitted transferee or assignee of any --------------------- shares of Capital Stock from any Signing Stockholders that is not an Affiliate or family member of such Signing Stockholder shall not be bound by or subject to the terms and conditions of this Agreement. 4.2 Transferors. Upon the transfer of 100% of the Stock held by a ----------- Signing Stockholder and its Affiliates, such Signing Stockholder shall no longer be bound by or subject to the terms and conditions of this Agreement. 4.3 Legend. The Signing Stockholders agree that all Company share ------ certificates now or hereafter held by them that represent shares of capital stock of the Company subject to this Agreement will be stamped or otherwise imprinted with a legend to read as follows: THE SHARES OF COMMON STOCK EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE 5 SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED. THE SHARES OF COMMON STOCK EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO AGREEMENTS AND RESTRICTIONS WITH REGARD TO THE VOTING OF SUCH SHARES AND THEIR TRANSFER, AS PROVIDED IN THE PROVISIONS OF A STOCKHOLDERS' AGREEMENT, A COPY OF WHICH IS ON FILE IN THE OFFICE OF THE SECRETARY OF THE COMPANY. 5. ENFORCEMENT OF AGREEMENT. Each of the Signing Stockholders ------------------------ acknowledges and agrees that any breach by any of them of this Agreement shall cause the other Signing Stockholders irreparable harm which may not be adequately compensable by money damages. Accordingly, in the event of a breach or threatened breach by a Signing Stockholder of any provision of this Agreement, the Company and each of the other Signing Stockholders shall each be entitled to the remedies of specific performance, injunction or other preliminary or equitable relief, including the right to compel any such breaching Signing Stockholder, as appropriate, to vote such Signing Stockholder' shares of capital stock of the Company in accordance with the provisions of this Agreement, in addition to such other rights remedies as may be available to the Company or any Signing Stockholder for any such breach or threatened breach, including but not limited to the recovery of money damages. 6. TERM. This Agreement shall commence on the Effective Date and ---- shall terminate upon the first to occur of the following: (a) the execution of a written agreement terminating this Agreement by and among the Signing Stockholders (and/or their permitted transferees that have agreed to be bound by this agreement) holding at least 66.67% of the shares of the issued and outstanding Stock held by all of the Signing Stockholders (and permitted transferees that have agreed to be bound by this Agreement) at such time; or (b) twenty-five months after the Effective Date. 6 7. GENERAL PROVISIONS. ------------------ 7.1 Notices. Any and all notices required or permitted to be given to ------- a party pursuant to the provisions of this Agreement will be in writing and will be effective and deemed to provide such party sufficient notice under this Agreement on the earliest of the following: (i) at the time of personal delivery, if delivery is in person; (ii) one (1) business day after deposit with an express overnight courier for United States deliveries, or two (2) business days after such deposit for deliveries outside of the United States, with proof of delivery from the courier requested; or (iii) three (3) business days after deposit in the United States mail by certified mail (return receipt requested) for United States deliveries. All notices for delivery outside the United States will be sent by express courier. All notices not delivered personally will be sent with postage and/or other charges prepaid and properly addressed to the party to be notified at the address as follows, or at such other address as such other party may designate by one of the indicated means of notice herein to the other parties hereto as follows: (a) if to a Signing Stockholder, at such Signing Stockholder's respective address as set forth on Exhibit A hereto. (b) if to the Company, marked "Attention: President," 1301 1st Avenue, Columbus, Georgia 31901. 7.2 Entire Agreement. This Agreement and the documents referred to ---------------- herein, together with all the Exhibits hereto, constitute the entire agreement and understanding of the parties with respect to the subject matter of this Agreement, and supersede any and all prior understandings and agreements, whether oral or written, between or among the parties hereto with respect to the specific subject matter hereof. 7.3 Aggregation of Stock. All shares of Stock held or acquired by -------------------- affiliated entities or persons shall be aggregated together for the purpose of determining the availability of any rights under this Agreement. 7.4 Governing Law. This Agreement will be governed by and construed ------------- in accordance with the laws of the State of Delaware, without giving effect to that body of laws pertaining to conflict of laws. 7.5 Severability. If any provision of this Agreement is determined by ------------ any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Agreement. Notwithstanding the 7 foregoing, if the value of this Agreement based upon the substantial benefit of the bargain for any party is materially impaired, which determination as made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations. 7.6 Third Parties. Nothing in this Agreement, express or implied, is ------------- intended to confer upon any person, other than the parties hereto and their successors and assigns, any rights or remedies under or by reason of this Agreement. 7.7 Successors And Assigns. Except as otherwise provided in this ---------------------- Agreement, this Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives. 7.8 Titles and Headings. The titles, captions and headings of this ------------------- Agreement are included for ease of reference only and will be disregarded in interpreting or construing this Agreement. Unless otherwise specifically stated, all references herein to "sections" and "exhibits" will mean "sections" and "exhibits" to this Agreement. 7.9 Counterparts. This Agreement may be executed in any number of ------------ counterparts, each of which when so executed and delivered will be deemed an original, and all of which together shall constitute one and the same agreement. 7.10 Further Assurances. The parties agree to execute such further ------------------ documents and instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement. 7.11 Facsimile Signatures. This Agreement may be executed and -------------------- delivered by facsimile and upon such delivery the facsimile signature will be deemed to have the same effect as if the original signature had been delivered to the other party. 7.12 Amendment and Waivers. Subject to Section 7.13 below, this --------------------- Agreement may be amended, modified, supplemented or waived only by a written agreement executed by and among the Signing Stockholders (and/or their permitted transferees that have agreed to be bound by this agreement) holding at least 66.67% of the shares of the issued and outstanding Stock held by all of the Signing Stockholders (and permitted transferees that have agreed to be bound by this Agreement) at such time. Any amendment effected in accordance with this section will be binding upon all parties hereto and each of their respective successors and assigns. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. No waiver granted under this Agreement as to any one provision herein shall constitute a subsequent waiver of such provision or of any other provision herein, nor shall it constitute the waiver of any performance other than the actual performance specifically waived. 8 7.13 Additional Parties. Additional future stockholders of the Company ------------------ may, at the direction of the Signing Stockholders, be added as Signing Stockholders under this Agreement, thereby being bound by its terms and conditions and entitled to its benefits, upon the execution by such future stockholders of a separate signature page to such effect and without obtaining the consent of Signing Stockholders (and/or their permitted transferees that have agreed to be bound by this agreement) holding at least 66.67% of the shares of the issued and outstanding Stock held by all of the Signing Stockholders (and permitted transferees that have agreed to be bound by this Agreement) at such time. IN WITNESS WHEREOF, this Agreement has been executed as of the date and year first above written. THE COMPANY ----------- CARMIKE CINEMAS, INC. By:/s/ Martin A. Durant --------------------------------- Name: Martin A. Durant Title: Senior Vice President SIGNING STOCKHOLDERS -------------------- MICHAEL W. PATRICK, as an individual By: /s/ Michael W. Patrick ---------------------------------- 2 GS CAPITAL PARTNERS III, L.P. By: GS Advisors III, L.L.C., Its General Partner By: /s/ Katherine B. Enquist ----------------------------------- Name: Katherine B. Enquist Title: Vice President GS CAPITAL PARTNERS III OFFSHORE, L.P. By: GS Advisors III, L.L.C., Its General Partner By: /s/ Katherine B. Enquist ----------------------------------- Name: Katherine B. Enquist Title: Vice President GOLDMAN SACHS & CO. VERWALTUNGS GMBH By: By: /s/ Katherine B. Enquist ----------------------------------- Name: Katherine B. Enquist Title: Attorney-in-fact 3 BRIDGE STREET FUND 1998, L.P. BY: Stone Street 1998, L.L.C., Its General Partner By: /s/ Katherine B. Enquist ----------------------------------- Name: Katherine B. Enquist Title: Vice President STONE STREET FUND 1998, L.P. BY: Stone Street 1998, L.L.C. Its General Partner By: /s/ Katherine B. Enquist ----------------------------------- Name: Katherine B. Enquist Title: Vice President 4 THE JORDAN TRUST By: /s/ John W. Jordan II ----------------------------------- Name: John W. Jordan II Title: Trustee TJT(B) By: /s/ John W. Jordan II ----------------------------------- Name: John W. Jordan II Title: Trustee TJT(B) (BERMUDA) INVESTMENT COMPANY LTD. By: /s/ John W. Jordan II ------------------------------------- Name: John W. Jordan II Title: President 5 DAVID W. ZALAZNICK AND BARBARA ZALAZNICK, JT TEN By: /s/ David W. Zalaznick ----------------------------------- Name: David W. Zalaznick Title: Trustee 6 LEUCADIA INVESTORS, INC. By: /s/ Joseph Orlando ----------------------------------- Name: Joseph Orlando Title: Vice President LEUCADIA NATIONAL CORPORATION By: /s/ Joseph Orlando ----------------------------------- Name: Joseph Orlando Title: Vice President and Chief Financial Officer 7 EXHIBIT A Signing Stockholders -------------------- NAME & ADDRESS - -------------- Michael W. Patrick c/o Carmike Cinemas, Inc. Carmike Plaza 1301 First Avenue Columbus, GA 31901-2109 Phone: (706) 576-3401 Fax: (706) 576-3419 GS Capital Partners III, L.P. GS Captial Partners III, Offshore, L.P. Goldman Sachs & Co. Verwaltungs Gmbh Bridge Street Fund 1998, L.P. or Stone Street Fund 1998, L.P. 85 Broad Street New York, NY 10004 Attention: Richard A. Friedman Phone: (212) 902-5424 Fax: (212) 357-5505 The Jordan Trust, TJT(B) and TJT(B) (Bermuda) Investment Company LTD. c/o The Jordan Company 767 Fifth Avenue 48th Floor New York, NY 10153 Attention: John W. Jordan, II Phone: (212) 572-0810 Fax: (212) 421-6847 David W. Zalaznick And Barbara Zalaznick, JT TEN c/o The Jordan Company 767 Fifth Avenue 48th Floor New York, NY 10153 Attention: David W. Zalaznick Phone: (212) 572-0812 Fax: (212) 750-5679 Leucadia Investors, Inc. or any of its Affiliates 315 Park Avenue South, 20th Floor New York, NY 10010 Attention: Joseph Orlando Phone: (212) 460-1900 Fax: (212) 598-3245 EX-99 5 regrightsagmt.txt REGISTRATION RIGHTS AGREEMENT Exhibit 99.3 REGISTRATION RIGHTS AGREEMENT dated as of January 31, 2002 by and among CARMIKE CINEMAS, INC. and THE HOLDERS TABLE OF CONTENTS Page 1. Definitions.............................................................1 2. Securities Subject to this Agreement....................................3 3. Demand Registration.....................................................3 4. Piggyback Registration Rights...........................................5 5. Restrictions On Transfers...............................................6 6. Underwriters; Expenses; Due Diligence...................................6 7. Transfer of Registration Rights.........................................7 8. Information.............................................................8 9. Registration Procedures.................................................8 10. No Registration of Securities Other Than Common Stock..................11 11. Indemnification and Contribution.......................................12 12. Amendment and Modification.............................................14 13. Submission to Jurisdiction; Consent to Service of Process..............15 14. Governing Law..........................................................15 15. Invalidity of Provision................................................15 16. Notices................................................................15 17. Headings; Execution in Counterparts....................................16 18. Entire Agreement.......................................................16 19. Successors and Assigns.................................................16 i REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of January --------- 31, 2002, by and among Carmike Cinemas, Inc., a Delaware corporation (the "Company") and the other parties signatory hereto. This Agreement is made as part of the implementation of the Company's Joint Plan of Reorganization under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code") --------------- (the "Plan"), as confirmed on January 3, 2002 by order of the United States ---- Bankruptcy Court for the District of Delaware. The Company has agreed to provide the Holders the registration rights with respect to the Registrable Securities (as hereinafter defined), as set forth in this Agreement. The parties hereto agree as follows: 1. Definitions. ----------- As used in this Agreement, the following capitalized terms shall have the following meanings: "Agreement" shall have the meaning ascribed thereto in the preamble --------- hereof. "Company" shall have the meaning ascribed thereto in the preamble ------- hereof. "Company Indemnitee" shall have the meaning ascribed thereto in Section ------------------ 11(b) hereof. "Commission" shall mean the United States Securities and Exchange ---------- Commission. "Common Stock" means the common stock, $0.03 par value per share, of the ------------ Company. "Demanding Holder" or "Demanding Holders" or shall have the meaning ---------------- ----------------- ascribed thereto in Section 3(a) hereof. "Demand Registration" shall have the meaning assigned to such term in ------------------- Section 3(a) hereof. "Holder" means the parties signatory hereto other than the Company, and ------ any other Person that becomes a Holder pursuant to Section 7 hereof. "Indemnitee" shall have the meaning ascribed thereto in Section 11(c) ---------- hereof. "Notice" shall have the meaning ascribed thereto in Section 3(a) hereof. ------ "Other Securities" shall have the meaning ascribed thereto in Section ---------------- 4(a) hereof. "Participant" shall have the meaning ascribed thereto in Section 9(c) ----------- hereof. "Participant Indemnitee" shall have the meaning ascribed thereto in ---------------------- Section 11(a) hereof. "Person" shall mean an individual, partnership, corporation, limited ------ liability company, business trust, joint state company trust, unincorporated organization, joint venture, a government authority or other entity of whatever nature. "Plan" shall have the meaning set forth in the preamble hereof. ---- "Prospectus" shall mean the prospectus included in any Registration ---------- Statement, as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments to the Registration Statement of which such Prospectus is a part, and all material incorporated by reference in such Prospectus. "Registrable Securities" shall mean the Securities, but only so long as ---------------------- they remain Restricted Securities. "Registration Expenses" means (i) all expenses incident to the ---------------------- Company's performance of or compliance with any registration of Registrable Securities pursuant to this Agreement, including, without limitation, all registration, filing and National Association of Securities Dealers, Inc. fees, all fees and expenses of complying with securities or blue sky laws, all word processing, duplicating and printing expenses, messenger and delivery expenses, the fees and disbursements of counsel for the Company and of its independent public accountants, including the expenses of any special audits or "comfort" letters required by or incident to such performance and compliance, premiums and other costs of policies of insurance obtained by the Company against liabilities arising out of the public offering of Registrable Securities being registered and any fees and disbursements of underwriters customarily paid by issuers, and (ii) the reasonable fees and expenses of one counsel to the Holders of Registrable Securities included in any such registration incurred in connection with reviewing and otherwise acting in connection with the registration statement relating to such offering (provided that if there is more than one Holder, such counsel shall be selected by Holders of a majority of the securities to be included in such registration); provided that "Registration Expenses" shall exclude fees and disbursements of counsel retained by any Holders in excess of those specified in clause (ii) above, any fees and disbursements of underwriters customarily paid by sellers of securities who are not the issuers of such securities and all underwriting discounts and commissions and transfer taxes, if any, relating to Registrable Securities. 2 "Registration Statement" means any registration statement of the ----------------------- Company that covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits, and all material incorporated by reference in such Registration Statement. "Restricted Securities" means the Securities unless and until, in the ---------------------- case of any such Securities, (i) they have been effectively registered under the Securities Act and disposed of in accordance with the Registration Statement covering them, (ii) they are distributed to the public pursuant to Rule 144 (or any similar provision then in force) under the Securities Act under circumstances in which any legend relating to restrictions on transfer under the Securities Act is removed and the transferee thereof does not become a Holder pursuant to Section 7 hereof, or (iii) they are otherwise freely transferable without restriction under the Securities Act, and the holders thereof have delivered an opinion of their legal counsel to such effect in form and substance reasonably satisfactory to the Company. "Securities" shall mean any and all shares of Common Stock issued to ---------- Holders or their transferees. "Securities Act" shall mean the Securities Act of 1933, as amended, and --------------- the rules and regulations promulgated thereunder. 2. Securities Subject to this Agreement. The Securities entitled to -------------------------------------- the benefits of this Agreement are the Registrable Securities. 3. Demand Registration. ------------------- (a) Request for Registration. Subject to the provisions of Section 3(b) ------------------------ hereof, upon notice provided at any time after the date hereof by a written instrument executed by any one or more Holders and requesting that the Company effect the registration under the Securities Act of any or all of the Registrable Securities held by such requesting Holders (but only if the number of shares sought to be included in such registration in aggregate by all such Holders equals or exceeds 10% or more of the shares of Common Stock then issued and outstanding (calculated on a fully diluted basis)) (such Holder or Holders, "Demanding Holder" or "Demanding Holders"), which notice shall specify the ---------------- ------------------ intended method or methods of disposition of such Registrable Securities, the Company shall prepare and file as soon as is reasonably practicable (but in no event more than 30 days after such request) with the Commission a registration statement with respect to such Registrable Securities and thereafter use its best efforts to cause such registration statement to be declared effective under the Securities Act and such Registrable Securities to be registered under applicable state securities laws as soon as is reasonably practicable for disposition in accordance with the intended method or methods of disposition stated in such request. Subject to Section 3(b), the Company shall use its best efforts to keep each such registration statement continuously effective in order to 3 permit the prospectus forming a part thereof to be usable by Holders for resales of Registrable Securities for the effectiveness period referred in Section 9. Unless the Company shall elect to defer the Demand Registration as provided in Section 3(b), upon receipt of such Demand Registration request, the Company shall within five (5) business days after receipt of such request, give written notice (the "Notice") of such request to all other Holders and shall use its ------ best efforts to register the Registrable Securities of the originally requesting Holders and to include in such registration all Registrable Securities with respect to which the Company receives written requests for inclusion therein within fifteen (15) business days after it gives the Notice to the applicable Holders, provided that such additional Holders shall be deemed Demanding Holders. (b) The foregoing notwithstanding, if the Company shall furnish to the Holder or Holders requesting a Registration Statement pursuant to Section 3(a) a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company the disclosure of information in such Registration Statement would materially interfere with or delay any pending or anticipated acquisition, disposition, financing or other major transaction involving the Company, the Company shall have the right to defer such filing for a period of not more than sixty (60) days with respect to any such matter, and not more than one hundred twenty (120) days in any twelve- (12-) month period. In addition, the Company shall not be obligated to effect more than one Demand Registration within any one hundred twenty- (120-) day period. (c) Number of Registrations. The Holders are entitled to an unlimited ----------------------- number of Demand Registrations regardless of the Person or Persons making demand, provided that any such Holder meets the requirements set forth in Section 3(a). Each Holder agrees that if the Company determines that there are material developments which the Company determines require the filing of a post- effective amendment to the Registration Statement, then each Holder agrees to refrain from selling any Registrable Securities until the post-effective amendment is declared effective. The Company agrees to use its best efforts to file and to attempt to have declared effective such post-effective amendment as soon as possible. Except as set forth in Section 6(b), the Company shall not be deemed to have effected a Demand Registration unless and until such Demand Registration is declared effective. (d) Priority on Demand Registrations. If the managing underwriter or --------------------------------- underwriters of a Demand Registration (or in the case of a Demand Registration not being underwritten, Demanding Holders owning in the aggregate in excess of 50% of the Registrable Securities to be registered in such Demand Registration) advise the Company in writing that in its or their opinion the number of Securities proposed to be sold in such Demand Registration exceeds the number of Securities that can be sold in such offering without an adverse effect on such offering, the Company will include in such registration only the number of securities that, in the opinion of such underwriter or underwriters (or Holders, as the case may be) can be sold, selected on a pro rata basis among the 4 Demanding Holders that were to be included in such Demand Registration, and all such Demanding Holders shall be prior to the Company. 4. Piggyback Registration Rights. ----------------------------- (a) If the Company at any time or from time to time subsequent to the date of this Agreement proposes to register any securities under the Securities Act either for its own account or the account of any selling security holders ("Other Securities")(other than pursuant to (i) a registration statement on ---------------- Forms S-4 or S-8 or any successor or similar forms or (ii) a registration on any form that does not permit secondary sales), it will give a Notice to each of the Holders of its intention at least twenty (20) days in advance of the filing of any registration statement with respect thereto. Such notice shall specify, to the extent known by the Company at the time of such notice, the estimated number of shares of Other Securities so proposed to be registered, the proposed date of filing such registration statement, any proposed means of distribution of such shares, any proposed managing underwriter or underwriters of such shares and an estimate by the Company of the maximum offering price thereof. Upon the written request of any of the Holders given within fifteen (15) days after receipt of such Notice, the Company, subject to Section 6 below, will use its reasonable best efforts to include in such registration, and in any underwriting involved therein, all the Registrable Securities or securities, respectively, included in such request. The Company shall have the absolute right at any time to withdraw or cease to prepare or file any registration statement for any offering referred to in this Section 4 without any obligation or liability to any Holder. (b) During the term of this Agreement, each Holder shall be entitled to have its Registrable Securities included in an unlimited number of Piggyback Registration Statements pursuant to this Section 4. (c) Priority in Piggyback Registrations. If the managing underwriter ----------------------------------- or underwriters of a registration advise the Company in writing that in its or their opinion the number of Securities proposed to be sold in such Registration exceeds the number of Securities that can be sold in such offering without an adverse effect on such offering, the Company will include in such registration only the number of securities that, in the opinion of such underwriter or underwriters can be sold in the offering as follows: (i) first, ----- Other Securities the Company proposes to sell for its own account or, if the registration is in response to a registration right of a party (other than a Holder) whose registration rights require such a priority, the securities the party(ies) demanding such registration proposes to sell to the extent of such a priority, (ii) second, the Registrable Securities requested to be included in ------ such registration, pro rata among the Holders which have requested their Registrable Securities to be included therein, and, if the registration is in response to a demand registration right, the Company, and (iii) third, any Other ----- Securities requested to be included in such registration;. 5 5. Restrictions On Transfers. ------------------------- (a) Restrictions Under the Stockholders' Agreement. Notwithstanding ----------------------------------------------- anything to the contrary contained herein, any transfer of the Common Stock is subject to the restrictions set forth in Section 3 of the Stockholders' Agreement dated as of January 31, 2002 by and between the Company and the parties signatory thereto. (b) Other Restrictions. ------------------ (i) The Company covenants and agrees that it shall not effect any public sale or distribution of any securities of the same class as the Registrable Securities (or Securities convertible into Registrable Securities) during the 90-day period beginning on the effective date of any underwritten offering of Registrable Securities pursuant to a Demand Registration which has been requested pursuant to this Agreement prior to the Company publicly announcing its intention to effect any such public sale or distribution. (ii) Each of the Holders covenants and agrees that it shall not effect any public sale or distribution of any Securities during the 90-day period beginning on the effective date of any underwritten offering of any securities of the same class as the Registrable Securities pursuant to a registration of securities for the Company's own account. 6. Underwriters; Expenses; Due Diligence. ------------------------------------- (a) Underwriters and Agents. ----------------------- (i) In any Demand Registration Statement, the managing or lead underwriter or underwriters (for an underwritten offering) within the meaning of Rule 12b-2 under the Exchange Act, or the lead agent (for an agented placement), shall be selected by the Demanding Holder (or by Demanding Holders representing a majority of the Registrable Securities to be included in a Demand Registration) with the approval of the Company, which approval shall not be unreasonably withheld or delayed. In any other Registration Statement that is not a Demand Registration Statement, the managing or lead underwriter or underwriters shall be selected by the Company, in its sole discretion. (ii) In the case of an underwritten offering by the Company of securities, each Holder shall, with respect to Securities that such Holder then desires to sell, enter into an underwriting agreement with the same underwriters engaged by the Company with respect to securities being offered by the Company and the Company shall cause such underwriters to include in any such underwriting all of the Securities that a Holder then desires to sell; provided, however, that such underwriting agreement is in substantially the same form as the underwriting agreement that the Company enters into in connection with the primary offering it is making. In the case of a Demand Registration, the 6 Company shall, with respect to Securities that the Company then desires to sell, enter into an underwriting agreement with the same underwriters engaged with respect to securities being offered by the Demanding Holder or Demanding Holders and the underwriters shall include in any such underwriting all of the Securities that the Company then desires to sell; provided, however, that such underwriting agreement is in substantially the same form as the underwriting agreement that the Demanding Holder or Demanding Holders enter into in connection with the primary offering being made. (b) Expenses of Registration. The Company shall pay all Registration ------------------------ Expenses incurred in connection with any registration made or requested to be made pursuant to this Agreement, whether pursuant to Section 3 or Section 5, and whether or not any such registration statement becomes effective. Notwithstanding the foregoing, each Holder shall be responsible for all other expenses relating to any registration or request for registration in which such Holder participates, including without limitation the fees and expenses of counsel to such Holder, any applicable underwriting discounts or commissions, and its own internal administrative and similar costs, which shall not constitute Registration Expenses. (c) Due Diligence. In connection with the preparation and filing of -------------- each registration statement registering Registrable Securities under the Securities Act and during the effectiveness thereof, the Company shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants (the identity and number of whom shall be reasonably acceptable to the Company), such reasonable and customary access to its books, records and properties and such opportunities to discuss the business and affairs of the Company with its officers and the independent public accountants who have certified the financial statements of the Company as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the 1933 Act; provided that the foregoing shall not require the Company to provide access to (or copies of) any competitively sensitive information relating to the Company or its subsidiaries or their respective businesses; provided further that (i) each Holder and the underwriters shall have entered into a confidentiality agreement reasonably acceptable to the Company and the Holders and (ii) the Holders and the underwriters and their respective counsel and accountants shall use all reasonable efforts to minimize the disruption to the Company's business and coordinate any such investigation of the books, records and properties of the Company and any such discussions with the Company's officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time. 7. Transfer of Registration Rights. Holders' rights to cause the -------------------------------- Company to register their securities and keep information available, granted to them by the Company under this Agreement may be assigned to any transferee or assignee of a Holder's Registrable Securities (or securities convertible into Registrable Securities) not sold in a public offering or distribution or through the facilities of a national securities 7 exchange or the Nasdaq Stock Market, provided that the Company is given written notice by the transferor at the time of or within a reasonable time after said transfer, stating the name and address of said transferee or assignee and identifying the securities with respect to which such registration rights are being assigned (and each such transferee or assignee thereafter shall be deemed a Holder for all purposes of this Agreement). 8. Information. Upon making a request pursuant to Section 3 or 4, the ----------- Holder shall specify the number of shares of Registrable Securities to be registered on its behalf and, in the case of Section 3, the intended method of disposition thereof; provided, however, upon making a request pursuant to Section 3, that if the Holders of a majority of the Registrable Securities included in such request for registration specify one particular type of underwritten offering, such method of disposition shall be the type of underwritten offering or a series of such underwritten offerings used in connection with the disposition of the Securities pursuant to such Registration Statement as the Holders of a majority of the Registrable Securities may elect during the time period the Registration Statement is effective. The Company may require the Holders to furnish to the Company such information in writing regarding themselves and the distribution of Registrable Securities as the Company may from time to time reasonably request in writing in order to comply with the Securities Act. The Holders agree to supply the Company as promptly as practicable with such information and to notify the Company as promptly as practicable of any inaccuracy or change in information they have previously furnished to the Company. 9. Registration Procedures. If and whenever the Company is required ----------------------- by the provisions of Section 3 or Section 4 to effect a registration of any Registrable Securities under the Securities Act, the Company will, at its expense, as expeditiously as practicable, but in no event later than 30 days after receipt of a request for registration pursuant to the terms of Section 3 or 4 (and subject to the provisions of Sections 3 and 5): (a) Provide to Participants' counsel draft copies of any registration statement, prospectus or amendment prior to filing, provide the Participants (through such counsel) with reasonable opportunity to comment upon any information contained in such documents relating to the Participants and comply with any reasonable request made by the Participants (through such counsel) to make changes to any information contained in such documents relating to the Participants; (b) In accordance with the Securities Act and the rules and regulations of the Commission, use best efforts to prepare and file with the Commission a Registration Statement in the form of an appropriate registration statement with respect to the Registrable Securities and use its best efforts to cause such Registration Statement to become and remain continuously effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of (i) the time that all of the Registrable Securities covered by such Registration 8 Statement have been disposed of in accordance with the intended methods of disposition of the seller or sellers set forth in such Registration Statement and (ii) 90 days after such Registration Statement has been declared effective; provided, however, that if for any portion of such 90-day period the Registration Statement is not effective or if Holders are required to refrain from selling Registrable Securities pursuant to Section 3(c), then such 90-day requirement for maintaining the effectiveness of the Registration Statement shall be extended by the length of such interruption(s), and shall prepare and file with the Commission such amendments to such Registration Statement and supplements to the Prospectus contained therein as may be necessary to keep such Registration Statement effective and such Registration Statement and Prospectus accurate and complete during such period; (c) Furnish without charge to each Holder participating in such registration (each of such Persons being referred to herein as a "Participant" ----------- in such registration) such reasonable number of conformed copies of the Registration Statement and Prospectus and such other documents as such Participant may reasonably request in order to facilitate the public offering of the Registrable Securities; (d) Use its best efforts to register or qualify all Registrable Securities covered by such Registration Statement under the securities or blue sky laws of such jurisdictions as such Participants or any underwriter of such Registrable Securities may reasonably request, and use all reasonable efforts to obtain and maintain as necessary all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Participants or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to subject itself to taxation in connection with any such registration or qualification of such Securities; (e) In connection with any underwritten offering, use all reasonable efforts to furnish to any Participant in such offering and any underwriter of such Registrable Securities an opinion of counsel for the Company, and a "cold comfort" letter, addressed to all Participants and the underwriters, signed by the independent public accountants who have audited the financial statements of the Company included in the applicable registration statement, in each such case in customary form and covering substantially such matters with respect to such registration statement (and the prospectus included therein) and the related offering as are customarily covered in opinions of the Company's counsel with respect thereto and in accountants' letters delivered to underwriters in underwritten public offerings of the Company's securities; (f) Notify the Participants in such registration, promptly after it shall receive notice thereof, of the date and time when such Registration Statement and each 9 post-effective amendment thereto has become effective or a supplement to any Prospectus forming a part of such Registration Statement has been filed; (g) Notify the Participants in such registration promptly of any request by the Commission for the amending or supplementing of such Registration Statement or Prospectus or for additional information; (h) Prepare and file with the Commission, promptly upon the request of any Participant in such registration, the Registration Statement and any amendments or supplements to such Registration Statement or Prospectus that, in the reasonable opinion of counsel for such Participants, is required under the Securities Act or the rules and regulations thereunder in connection with the distribution of the Securities by such Participants or to otherwise comply with the requirements of the Securities Act and such rules and regulations; (i) Promptly notify the Participants in writing (i) at any time when a prospectus relating to a registration pursuant to Sections 3 or 5 is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and prepare and promptly file with the Commission and promptly notify the Participants in such registration of the filing of such amendments or supplements to such Registration Statement or Prospectus as may be necessary to correct any such statements or omissions and (ii) of any request by the Commission or any other regulatory body or other body having jurisdiction over any amendment of or supplement to any registration statement or other document relating to such offering, and in the case of either (i) or (ii), at the request of the Participants (and subject to Section 9(a)) prepare and furnish to the Participants a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading; (j) Promptly notify the Participants in writing if any time the representations and warranties of the Company contemplated by Section 6(a)(ii) hereof cease to be true and correct in all material respects; (k) Promptly notify the Participants in such registration after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation of any proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; 10 (l) Promptly notify the Participants in writing of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (m) If reasonably requested by the Participants, or the lead or managing underwriters, use all reasonable efforts to list all such Registrable Securities covered by such registration on each securities exchange and automated inter-dealer quotation system on which the Securities are then listed; provided, -------- that nothing herein shall require the Company to list any Registrable Securities on any securities exchange on which they are not then currently listed; (n) Furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to registration effected pursuant to Sections 3 and 4, unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Participants or the underwriters; (o) Provide a transfer agent and registrar for all Registrable Securities covered by such registration statement not later than the effective date of such registration statement; (p) Otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to the Company's security holders earnings statements satisfying the provisions of Section 11(a) of the Securities Act, no later than forty-five (45) days after the end of any twelve- (12-) month period (or ninety (90) days, if such a period is a fiscal year) beginning with the first month of the Company's first fiscal quarter commencing after the effective date of a Registration Statement; (q) Not file any amendment or supplement to such Registration Statement or Prospectus to which a majority in interest of the Participants in such registration has reasonably objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, after having been furnished with a copy thereof at least three (3) business days prior to the filing thereof unless the Company shall have been advised by its counsel that such amendment is required under or is advisable in view of the Securities Act or the rules or regulations adopted thereunder in connection with the distribution of Securities by the Company or the Participants; and (r) Take such other actions as are reasonably required on the part of an issuer of securities in order to expedite or facilitate the disposition of Registrable Securities included in such registration statement. 10. No Registration of Securities Other Than Common Stock. The ----------------------------------------------------- registration and information rights set forth in this Agreement shall apply only to the 11 Registrable Securities and under no circumstances shall the Company be obligated by the terms of this Agreement to register any other securities of the Company. 11. Indemnification and Contribution. -------------------------------- (a) Indemnification by the Company. Whenever, pursuant to Section 3 or ------------------------------ 4, a Registration Statement relating to the Registrable Securities is filed under the Securities Act, the Company will (except as to matters covered by Section 11(b) hereof) indemnify and hold harmless each Participant in the registration, each of their officers, directors and employees, each underwriter of Registrable Securities, and each Person, if any, who controls any such Person within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act (collectively, the "Participant Indemnitees" and, individually, a ----------------------- "Participant Indemnitee"), against any losses, claims, damages or liabilities, ---------------------- including all actual legal or other expenses reasonably incurred by a Participant Indemnitee in connection with investigating or defending against such loss, claim, damage, liability or action, joint or several, to which such Participant Indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such Registration Statement, or Prospectus contained therein, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, unless any such statement or omission is based on written information provided by the Participant Indemnitee, or a representation of a Participant Indemnitee, that such Participant Indemnitee has requested be included in such Registration Statement or Prospectus. The Company also agrees to indemnify any underwriter of the Registrable Securities so offered and each person, if any, who controls such underwriter on the same basis as that of the indemnification by the Company of the Participants provided in this Section 11(a). (b) Indemnification by Participants. Each Participant in such ------------------------------- registration will indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the Registration Statement and each other Person, if any, who controls the Company, within the meaning of the Securities Act, each underwriter of Registrable Securities and each Person, if any, who controls the Company or any such underwriter within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act (collectively, the "Company Indemnitees" and, individually, a "Company ------------------- ------- Indemnitee") and each other Participant Indemnitee against all losses, claims, - ---------- damages or liabilities, joint or several, to which any of the Company Indemnitees or the other Participant Indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such Registration Statement, or Prospectus contained therein, or any amendment or supplement thereto, or arise out of or are based upon the omission or 12 alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, light of the circumstances under which they were made, not misleading, but only if, and to the extent that, such statement or omission is based on written information provided by the Participant Indemnitee or a representation of a Participant Indemnitee specifically for inclusion in such Registration Statement, and will reimburse each Company Indemnitee or other Participant Indemnitee for all legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action; provided, however, that the maximum amount of liability in respect of such indemnification (including, but not limited to, attorneys' fees and expenses) shall be limited, in the case of each indemnifying Participant, to an amount equal to the net proceeds actually received by such indemnifying Participant from the sale of Registrable Securities under such registration statement Each Participant also agrees to indemnify any underwriter of the Registrable Securities so offered and each person, if any, who controls such underwriter on the same basis as that of the indemnification by such Participant of the Company provided in this Section 11(b). (c) Indemnification Procedures. Promptly after receipt by a Participant -------------------------- Indemnitee or a Company Indemnitee (collectively, "Indemnitees" and, ----------- individually, an "Indemnitee") under Section 11(a) or 11(b) hereof of notice of ---------- the commencement of any action, such Indemnitee will, if a claim in respect thereof is to be made against the indemnifying party under such clause, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party will not relieve the indemnifying party from any liability that it may have to any Indemnitee otherwise than under such clauses. In case any such action shall be brought against any Indemnitee, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnitee, and after notice from the indemnifying party to such Indemnitee of its election to assume the defense thereof, the indemnifying party shall not be liable to such Indemnitee under such clause for any legal or other expenses subsequently incurred by such Indemnitee in connection with the defense thereof other than reasonable costs of investigation; provided, however, that the Indemnitee shall have the right to employ one counsel to represent such Indemnitee if, in the reasonable judgment of such Indemnitee, it is advisable for such party to be represented by separate counsel because separate defenses are available, or because a conflict of interest exists between such indemnified and indemnifying party in respect of such claim, and in that event the fees and expenses of such separate counsel shall be paid by the indemnifying party. Notwithstanding the foregoing, if the Company is an Indemnitee, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnitees. For purposes of this Section 11 the terms "control," and "controlling person" have the meanings that they have under the Securities Act. 13 (d) Contribution. If for any reason the foregoing indemnity is ------------ unavailable, or is insufficient to hold harmless an Indemnitee, then the indemnifying party shall contribute to the amount paid or payable by the Indemnitee as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the Indemnitee as well as any other relevant equitable considerations. The relative fault of the Company, on the one hand, and the Holders, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Holders and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 11 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in this paragraph. Notwithstanding any other provision of this Section 11, no Participant shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities of such Participant were offered to the public exceeds the amount of any damages which such Participant has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. 12. Amendment and Modification. This Agreement may be amended, modified -------------------------- or supplemented in any respect only by written agreement by the Company and Holders owning a majority of the issued and outstanding shares of Registrable Securities; provided, however, that no such amendment shall unfairly discriminate against a particular Holder relative to the other Holders). Any action taken by the Holders, as provided in this Section 12, shall bind all Holders. 14 13. Submission to Jurisdiction; Consent to Service of Process. --------------------------------------------------------- (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of New York, City of New York, Borough of Manhattan, over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by the mailing of a copy thereof in accordance with the provisions hereof. 14. Governing Law. This Agreement shall be governed by and construed -------------- in accordance with the laws of the State of New York, without giving effect to the choice of law principles thereof. 15. Invalidity of Provision. The invalidity or unenforceability of any ----------------------- provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction. 16. Notices. All notices and other communications required or permitted ------- under this Agreement shall be in writing and shall be deemed given when delivered by facsimile or overnight courier service or delivered personally or mailed by certified mail, return receipt requested, to the parties at the following addresses or facsimile numbers (or to such other address or facsimile number as a party may have specified by notice given to the other party pursuant to this provision): If to the Company, to: Carmike Cinemas, Inc. 1301 1st Avenue Columbus, Georgia 31901 Attention: President Telecopier: (706) 576-3441 15 With a copy to: Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 Attention: George A. Davis, Esq. Telecopier: (212) 310-8007 If to any Holder, addressed to such Holder at its address or facsimile number as shown on the books of the Company, or at such other address or facsimile number as such Holder may specify by written notice to the Company. 17. Headings; Execution in Counterparts. The headings and captions ------------------------------------ contained herein are for convenience of reference only and shall not control or affect the meaning or construction of any provision hereof. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument. 18. Entire Agreement. This Agreement, including any exhibits hereto and ---------------- the documents and instruments referred to herein and therein, embodies the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. 19. Successors and Assigns. This Agreement shall be binding upon the ---------------------- parties hereto, their successors and their permitted assigns pursuant to Section 7 hereof. [SIGNATURES BEGIN ON NEXT PAGE] 16 IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the date first above written. CARMIKE CINEMAS, INC. By: /s/ Martin A. Durant ----------------------------------- Name: Martin A. Durant Title: Senior Vice President MICHAEL W. PATRICK, as an individual By: /s/ Michael W. Patrick ----------------------------------- GS CAPITAL PARTNERS III, L.P. By: GS Advisors III, L.L.C., Its General Partner By:/s/ Katherine B. Enquist ----------------------------------- Name: Katherine B. Enquist Title: Vice President GS CAPITAL PARTNERS III OFFSHORE, L.P. By: GS Advisors III, L.L.C., Its General Partner By: /s/ Katherine B. Enquist ----------------------------------- Name: Katherine B. Enquist Title: Vice President GOLDMAN SACHS & CO. VERWALTUNGS GMBH By: By: /s/ Katherine B. Enquist ----------------------------------- Name: Katherine B. Enquist Title: Attorney-in-fact BRIDGE STREET FUND 1998, L.P. BY: Stone Street 1998, L.L.C., Its General Partner By: /s/ Katherine B. Enquist ----------------------------------- Name: Katherine B. Enquist Title: Vice President STONE STREET FUND 1998, L.P. BY: Stone Street 1998, L.L.C. Its General Partner By: /s/ Katherine B. Enquist ----------------------------------- Name: Katherine B. Enquist Title: Vice President THE JORDAN TRUST By: /s/ John W. Jordan II ----------------------------------- Name: John W. Jordan II Title: Trustee TJT(B) By: /s/ John W. Jordan II ----------------------------------- Name: John W. Jordan II Title: Trustee TJT(B) (BERMUDA) INVESTMENT COMPANY LTD. By: /s/ John W. Jordan II ----------------------------------- Name: John W. Jordan II Title: President DAVID W. ZALAZNICK AND BARBARA ZALAZNICK, JT TEN By: /s/ David W. Zalaznick ----------------------------------- Name: David W. Zalaznick Title: Trustee LEUCADIA INVESTORS, INC. By: /s/ Joseph Orlando ----------------------------------- Name: Joseph Orlando Title: Vice President LEUCADIA NATIONAL CORPORATION By: /s/ Joseph Orlando ----------------------------------- Name: Joseph Orlando Title: Vice President and Chief Financial Officer EX-99 6 goldmansachs.txt GOLDMAN, SACHS & CO. POWER OF ATTORNEY Exhibit 99.4 POWER OF ATTORNEY 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, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, 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 December 8th, 2000. GOLDMAN, SACHS & CO. By: s/ Gregory K. Palm - ---------------------------- Name: Gregory K. Palm Title: Managing Director EX-99 7 goldmansachsgroup.txt THE GOLDMAN SACHS GROUP, INC. POWER OF ATTORNEY Exhibit 99.5 POWER OF ATTORNEY 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, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, 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 December 8th, 2000. THE GOLDMAN SACHS GROUP, INC. By: s/ Gregory K. Palm - ------------------------------------ Name: Gregory K. Palm Title: Executive Vice President and General Counsel EX-99 8 gscapitalpartners.txt GS CAPITAL PARTNERS III, L.P. POWER OF ATTORNEY Exhibit 99.6 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 January 31, 2000. GS CAPITAL PARTNERS III, L.P. By: GS Advisors III, L.L.C. By: /s/ Kaca B. Enquist - --------------------------------- Name: Kaca B. Enquist Title: Vice President EX-99 9 capitalpartnersoffshore.txt GS CAPITAL PARTNERS III OFFSHORE, L.P. Exhibit 99.7 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 January 31, 2000. GS CAPITAL PARTNERS III OFFSHORE, L.P. By: GS Advisors III, L.L.C. By: /s/ Kaca B. Enquist - --------------------------------- Name: Kaca B. Enquist Title: Vice President EX-99 10 gscapitalgermany.txt GERMANY CIVIL LAW PARTNERSHIP POWER OF ATTORNEY Exhibit 99.8 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 EX-99 11 gsadvisorsllc.txt GS ADVISORS III, L.L.C. POWER OF ATTORNEY Exhibit 99.9 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS ADVISORS III, L.L.C. (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 January 21, 2000. GS ADVISORS III, L.L.C. By: /s/ Kaca B. Enquist - ------------------------- Name: Kaca B. Enquist Title: Vice President EX-99 12 goldmansachs-ohg.txt GOLDMAN, SACHS & CO. OHG POWER OF ATTORNEY Exhibit 99.10 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. oHG, (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 March 28, 2000. GOLDMAN, SACHS & CO. oHG By: /s/ Andreas Kornlein - --------------------------------- Name: Andreas Kornlein Title: Executive Director By: /s/ Sabine Mock - --------------------------------- Name: Sabine Mock Title: Executive Director EX-99 13 stonestreet98lp.txt STONE STREET FUND 1998, L.P. Exhibit 99.11 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 December 16, 1999. STONE STREET FUND 1998, L.P. By: Stone Street 1998, L.L.C. By: /s/ Kaca B. Enquist - --------------------------------- Name: Kaca B. Enquist Title: Vice President EX-99 14 bridgestreet98.txt BRIDGE STREET FUND 1998, L.P. POWER OF ATTORNEY Exhibit 99.12 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 December 16, 1999. BRIDGE STREET FUND 1998, L.P. By: Stone Street 1998, L.L.C. By: /s/ Kaca B. Enquist - ---------------------------- Name: Kaca B. Enquist Title: Vice President EX-99 15 stonestreet98llc.txt STONE STREET 1998, L.L.C. POWER OF ATTORNEY Exhibit 99.13 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that STONE STREET 1998, L.L.C. (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 December 16, 1999. STONE STREET 1998, L.L.C. By: /s/ Kaca B. Enquist - --------------------------------- Name: Kaca B. Enquist Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----