8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 4, 2002

CARMIKE CINEMAS, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-11604	58-1469127
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1301 First Avenue, Columbus, Georgia	31901
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (706) 576-3400

N/A

(Former name or former address, if changed since last report)

ITEM 1. CHANGE OF CONTROL OF REGISTRANT.

     In connection with the reorganization of Carmike Cinemas, Inc. (the “Company”) described under Item 3 below, the Company will experience on the Effective Date of the reorganization a change in its equity ownership that may constitute a change of control. See Item 3 for a discussion of the relevant cancellations and issuances of equity interests of the Company in the reorganization.

ITEM 3. BANKRUPTCY OR RECEIVERSHIP.

     As previously reported, on August 8, 2000, the Company and its subsidiaries Eastwynn Theatres, Inc., Wooden Nickel Pub, Inc. and Military Services, Inc. (collectively, the “Debtors”) filed voluntary petitions for relief under chapter 11 (the “Chapter 11 Cases”) of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Chapter 11 Cases have been jointly administered for procedural purposes only. Since the commencement of the Chapter 11 Cases, the Debtors have operated their businesses as debtors-in-possession pursuant to the Bankruptcy Code.

     Also as previously reported on September 28, 2001, the Debtors filed with the Bankruptcy Court the Debtors’ Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code and the Debtors’ Disclosure Statement Pursuant to Section 1125 of the Bankruptcy Code. The proposed Debtors’ Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code was attached as Exhibit 99 to the Company’s Current Report on Form 8-K filed on October 3, 2001.

     On November 14, 2001, the Debtors filed the Debtors’ Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (the “Plan”) and the Debtors’ Amended Disclosure Statement Pursuant to Section 1125 of the Bankruptcy Code (the “Disclosure Statement”). A copy of the Plan was attached as Exhibit 99 to Carmike’s Current Report on Form 8-K filed on November 19, 2001 and is incorporated herein by reference.

     A hearing on the confirmation of the Plan was held on January 3, 2002, and the Plan was confirmed by the Bankruptcy Court pursuant to an Order dated January 3, 2002 and entered on January 4, 2002 (the “Confirmation Order”). A copy of the Confirmation Order is attached as Exhibit 99.2 hereto and is incorporated herein by reference.

     The Confirmation Order became a final order on January 14, 2002. The Debtors currently anticipate the date on which the Plan by its terms will become effective (the “Effective Date”) will occur in late January 2002, although there can be no assurances that the conditions to the occurrence of the Effective Date will be satisfied or waived, or as to the timing thereof.

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Summary of the Plan

     Set forth below is a summary of certain material terms of the Plan, together with an indication of what will be the Company’s outstanding equity interests as of the Effective Date and information regarding the assets and liabilities of the Company as of the latest practicable date. Such summary is qualified in its entirety by reference to the Plan, the Disclosure Statement and the Confirmation Order. Capitalized terms used, but not defined, herein shall have the same meanings as in the Plan.

     The Plan provides that the following Claims and Interests (which do not include Administrative Expense Claims and Priority Tax Claims) are “unimpaired” and will be paid in cash on or after the Effective Date or otherwise satisfied in accordance with the terms of any agreements with the Debtors: Class 1-Other Priority Claims, Class 3-Other Secured Claims and Class 10-Subsidiary Equity Interests.

     On the Effective Date, except as otherwise provided in the Plan or by Bankruptcy Court order, all securities, instruments and agreements governing any claims and interests impaired by the Plan shall be deemed canceled and terminated, and the obligations of the Debtors relating thereto shall be discharged; provided, however, that any such evidence of claims and interests shall, effective upon the Effective Date, represent the right to participate, to the extent allowed under the Plan, in the distributions contemplated by the Plan. As a condition precedent to receiving any distribution under the Plan on account of a claim or interest evidenced by the notes instruments, securities or other documentation canceled pursuant to the Plan, the Company may require the holder of such claim or interest to tender the applicable documentation evidencing such claim or interest.

     The Plan provides that the following Claims and Interests (which do not include Administrative Expense Claims and Priority Tax Claims) are “impaired” and will be paid partly in cash on or after the Effective Date or otherwise satisfied or extinguished in accordance with the terms of the Plan or any agreements with the Debtors: Class 2-Secured Tax Claims, Class 4-Bank Claims, Class 5-General Unsecured Claims, Class 6-Convenience Claims, Class 7-Subordinated Note Claims, Class 8-Preferred Stock Interests and Class 9-Common Stock Interests.

     The Bank Claims consist of claims of the Banks arising under the Bank Credit Agreements, which are (i) the Amended and Restated Credit Agreement among the Company, the Banks party thereto and Wachovia Bank, N.A., as agent, dated as of January 29, 1999, and amended as of March 31, 2000, (ii) the Term Loan Credit Agreement among the Company, the Banks party thereto, Wachovia Bank, NA., as administrative agent, Goldman Sachs Credit Partners, L.P., as syndication agent, and First Union National Bank, as documentation agent, dated as of February 25, 1999, as amended as of July 13, 1999, and further amended as of March 31, 2000, and certain related documents.

     Pursuant to the Plan, each holder of a Bank Claim as of the Record Date shall receive on the Effective Date, in full and complete settlement, satisfaction and discharge of its Bank Claim,

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its Pro Rata Share of: (i) New Bank Debt and (ii) Cash in an amount equal to the sum of (w) $35,000,000 on account of all accrued and unpaid post-petition interest on the Bank Claims through the Effective Date; provided, however, that since the Effective Date will occur after January 15, 2002, such $35,000,000 amount shall be increased by the interest accruing on the Allowed Bank Claims from January 15, 2002 through and including the Effective Date at a per annum rate equal to “LIBOR” plus 3.00%, as defined in and pursuant to the Bank Revolver Agreement, or "LIBOR" plus 3.50%, as defined in and pursuant to the Bank Term Loan Agreement, as applicable; (x) the Effective Date Net Cash; (y) the Exit Financing Net Cash; and (z) all reasonable professional fees and expenses incurred by the Banks’ retained professionals and all agent fees required to be paid by the Debtors under the Bank Credit Agreements through such time as is necessary to fully complete the implementation of the New Bank Debt under the Plan.

     The New Bank Debt to be issued by the reorganized Company on the Effective Date under the Post-Confirmation Credit Agreement, which was filed as part of the Plan Supplement with the Bankruptcy Court, consists of approximately up to $254 million and will bear interest, at the greater of: (a) at the option of the reorganized Company, (i) the Base Rate plus 3.5% or (ii) LIBOR plus 4.5%; and (b) 7.75% per annum.

     The Company intends to offer, under the terms and subject to the conditions set forth in the Disclosure Statement and the Plan, 10-3/8% Senior Subordinated Notes due 2009 (the “New Senior Subordinated Notes”), up to a maximum aggregate principal amount equal to $154,315,000, in exchange for $154,315,000 aggregate principal amount of the Subordinated Note Claims relating to the Company’s outstanding 9-3/8% Senior Subordinated Notes due 2009 (the “Original Notes”); the remaining $45,685,000 in aggregate principal amount of the Original Notes will be exchanged under the Plan for shares of New Common Stock.

     Holders of old Preferred Stock cancelled on the Effective Date will receive shares of New Common Stock of the reorganized Company approximating 41.2% of the post-Effective Date shares of issued and outstanding New Common Stock of the Company on a fully diluted basis.

     On the Effective Date, the Company’s certificate of incorporation and bylaws will be amended and restated. The reorganized Company will be authorized to issue 20 million shares of New Common Stock and 1 million shares of Preferred Stock (the “New Preferred Stock”). On the Effective Date, approximately 9,780,000 shares of New Common Stock are expected to be issued and outstanding and approximately 220,000 shares of New Common Stock will be reserved for issuance after the Effective Date pursuant to the Company’s new 2002 Stock Plan. No shares of New Preferred Stock are expected to be issued and outstanding on the Effective Date.

     Holders of old Common Stock cancelled on the Effective Date will receive shares of New Common Stock of the reorganized Company approximating 22.2% of the post-Effective Date shares of issued and outstanding stock of the Company on a fully diluted basis. The Company anticipates that as of the Effective Date, approximately 79.1% of the shares of New Common Stock will be held by approximately seven holders or their affiliates, some of whom were also holders of old Common Stock and Preferred Stock of the Company.

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     The following table from the Disclosure Statement sets forth those holders of Claims and Equity Interests (including affiliates and related entities) which, based upon the most recent information available at the time of the filing of the Disclosure Statement with the Bankruptcy Court in November 2001, will own beneficially more than 5.0% of the New Common Stock as of the Effective Date:

			Estimated
	Estimated Amount of		Percentage of
	Beneficial		Beneficial
Name of Beneficial Owner	Ownership(1)		Ownership(1)
GS Capital Partners III, L.P.		4,066,294		40.7	%(2)
John W. Jordan, II(4)		1,194,763		11.9	%
David W. Zalaznick(4)		899,778		9.0	%
Leucadia Investors, Inc.(4)		970,586		9.7	%
Michael W. Patrick		618,303		6.2	%(3)

(1)	The numbers and percentages assume the aggregate principal amount of Subordinated Note Claims held by noteholders electing to exchange their claims for New Common Stock is $50 million.
(2)	The estimated percentage of beneficial ownership provided for GS Capital Partners III, L.P. includes amounts owned by certain of its affiliated investment funds: Bridge Street Fund 1998, L.P., Stone Street Fund 1998, L.P., Goldman Sachs & Co. Verwaltungs GmbH, and GS Capital Partners III Offshore, L.P.
(3)	The Stock Option Committee of the Board of Directors of the Company is considering whether it will grant Michael W. Patrick an additional 280,000 shares of the New Common Stock on the Effective Date in accordance with the terms of the new management incentive plan described in the Plan of Reorganization, which will be called the Carmike Cinemas, Inc. 2002 Stock Plan. In addition, as of the Effective Date, Carl L. Patrick, Sr. and Carl L. Patrick, Jr., relatives of Michael W. Patrick and members of the Board of Directors of the Company, will own approximately 165,000 shares of New Common Stock (representing approximately 1.7% of the fully diluted shares).
(4)	John W. Jordan, II, David W. Zalaznick and Leucadia Investors, Inc. are each a general partner in The Jordan Company, a New York general partnership organized in 1982, which was one of the three original investors in the leveraged buyout of the Company in April 1982.

     Pursuant to the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, directors of the Company currently shall be elected by holders of the New Common Stock, and the Board of Directors shall consist of ten (10) individuals. The majority holders of the New Common Stock have agreed to vote their shares in favor of the election to the Board of Directors of certain individuals designated in the Stockholders’ Agreement effective on the Effective Date. Of the individuals: (A) one shall be the Chief Executive Officer of the Registrant, (B) one shall be Carl Patrick, Jr., under certain conditions; (C) three shall be designated by Jordan/Zalaznick Advisers, Inc. provided that at least one of such designees shall be an independent director; (D) four shall be designated by The Goldman Sachs Group, L.P. provided that at least one of such designees shall be an independent director and (E) one shall be an individual identified by the Chief Executive Officer and agreed upon by a majority of the Board of Directors and shall be an independent director. The term of the

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Stockholders’ Agreement ends twenty-five months after the Effective Date, unless earlier terminated by written agreement of a supermajority of the signing stockholders.

     Dresdner Kleinwort Wasserstein, the Debtors’ financial advisors, prepared a liquidation analysis on behalf of the Debtors to assist holders of Claims and Equity Interests to reach their determination as to whether to accept or reject the Plan. This Liquidation Analysis, which was furnished to the Bankruptcy Court as Exhibit F to the Disclosure Statement filed in November 2001, is based upon projected assets and liabilities of the Debtors, on a consolidated basis, as of December 31, 2001 and incorporates estimates and assumptions developed by the Debtors which are subject to potentially material changes with respect to economic and business conditions, as well as uncertainty not within the Debtors’ control. The Liquidation Analysis estimates the liquidation value of the Debtors’ assets, on a consolidated basis, before fees and expenses, as of that date at approximately $308,363,034. As of December 31, 2001, the latest practicable date that such information is available, and before giving effect to the consummation of the Plan, the Company projected in the Projected Financial Information in Exhibit E to the Disclosure Statement filed with the Bankruptcy Court in November 2001 that it and the other Debtors, on a consolidated basis, had assets totaling approximately $767.4 million and liabilities and shareholders equity totaling approximately $767.4 million.

     Certain statements made herein and in the Plan and the Disclosure Statement may constitute “forward-looking” statements as defined in the Securities Act of 1933, as amended, and the Securities Exchange act of 1934, as amended. Such statements include, without limitation, statements regarding future liquidity and cash needs, and are indicated by words or phrases such as “estimate,” “continuing,” and similar words or phrases. Important factors that could cause actual results to differ materially from the Company’s expectations include, without limitation, the availability of suitable motion pictures for exhibition in the Company’s markets, the availability of opportunities for expansion, the effect of consolidations in the movie exhibition industry, competition with other forms of entertainment, many of which are beyond the control of the Company.

ITEM 5. OTHER EVENTS.

     The Debtors have had discussions with certain lenders with respect to obtaining revolving credit facilities of up to $50 million in the aggregate for purposes of refinancing certain indebtedness of the Debtors and to provide working capital financing and funds for other general corporate purposes of the Debtors, among other things. There can be no assurances that these discussions will result in such facilities on such terms or as to the timing thereof.

ITEM 7. EXHIBITS.

2.1 Debtors’ Amended Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code dated November 14, 2001 (filed as Exhibit 99 to the Company’s Current Report on Form 8-K dated November 19, 2001 and incorporated herein by reference).

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99.1	Debtors’ Amended Disclosure Statement Pursuant to Section 1125 of the Bankruptcy Code dated November 14, 2001 (filed as Exhibit T-31 to the Company’s Form T-3 filed on December 11, 2001 and incorporated herein by reference).
99.2	Order confirming Debtors’ Amended Joint Plan of Reorganization.
99.3	Press release issued by Carmike Cinemas, Inc. on January 3, 2002 announcing confirmation of the Debtors’ Amended Joint Plan of Reorganization.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CARMIKE CINEMAS, INC

By: /s/ Martin A. Durant
Martin A. Durant
Senior Vice President of Finance, Chief
Financial Officer and Treasurer

DATED: January 22, 2002

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EXHIBIT INDEX

Exhibit
Number	Description
2.1	Debtors’ Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (filed as Exhibit 99 to the Company’s Current Report on Form 8-K dated November 19, 2001 and incorporated herein by reference)
99.1	Debtors’ Amended Disclosure Statement Pursuant to Section 1125 of the Bankruptcy Code (filed as Exhibit T-31 to the Company’s Form T-3 filed on December 11, 2001 and incorporated herein by reference)
99.2	Order confirming Debtors’ Amended Joint Plan of Reorganization.
99.3	Press release issued by Carmike Cinemas, Inc. on January 3, 2002 announcing confirmation of the Debtors’ Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code.

9 EX-99.2 3 g73805ex99-2.txt ORDER CONFIRMING DEBTORS' AMENDED JOINT PLAN Exhibit 99.2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE _______________________________ x In re ' Chapter 11 Case Nos. ' CARMIKE CINEMAS, INC., et al. ' 00-3302 (SLR) through ' 00-3305 (SLR) ' (Jointly Administered) ' Debtors. ' ________________________________x ORDER CONFIRMING THE DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE _________________________________ The Debtors' Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (the "Plan"),(1) having been jointly proposed and filed with the Court by Carmike Cinemas, Inc., Eastwynn Theatres, Inc., Wooden Nickel Pub, Inc., and Military Services, Inc., debtors and debtors in possession (collectively, the "Debtors" or "Carmike"); and the Court having entered, after due notice and a hearing, an order dated November 14, 2001 pursuant to sections 105, 1125, 1126, and 1128 of title 11, United States Code (the "Bankruptcy Code") and Fed. R. Bankr. P. 3017, 3018, and 3020 (the "Disclosure Statement Approval Order")(i) approving the Debtors' proposed disclosure statement for the Plan, dated November 14, 2001 (the "Disclosure Statement"), (ii) establishing procedures for the solicitation and tabulation of votes on the Plan, (iii) approving the form of Ballots to be used in connection therewith, and (iv) scheduling the hearing to consider confirmation of the Plan pursuant to sections 1128 and 1129 of the Bankruptcy Code (the "Confirmation Hearing"); and the Affidavit of Mailing, dated November 28, 2001 (the "Notice Certification"), relating to service of the Plan, the _________________________ (1) All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Plan. Disclosure Statement and related solicitation materials having been filed with the Court; and the certifications of publication in The Wall Street Journal (National Edition), USA Today (National Edition), and The New York Times (National Edition) of the Notice of (A) Hearing to Consider Confirmation of the Debtors' Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code and (B) Certain Deadlines With Respect To Voting And Electing Treatment Under The Plan, dated November 29, 2001, November 30, 2001 and December 17, 2001, respectively (collectively, the "Publication Certifications") having been filed with the Court; and Debtors having filed the Plan Supplement documents on December 10, 2001, and December 21, 2001; the Debtors having filed a Memorandum of Law, dated December 28, 2001 (the "Memorandum of Law") and the Affidavit of Martin Durant executed on December 28, 2001 in support of confirmation of the Plan (the "Durant Affidavit"), and sufficient and proper notice of the Confirmation Hearing having been given to all holders of Claims against, and Equity Interests in, the Debtors and to other parties in interest, all in accordance with the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, and the Disclosure Statement Approval Order, and it appearing that no other or further notice need be given; and the Confirmation Hearing having been held by the Court on January 3, 2002; and the appearances of all interested parties having been noted in the record of the Confirmation Hearing; and the Affidavit of Angharad Bowdler Certifying the Votes Accepting or Rejecting the Debtors' Amended Joint Chapter 11 Plan of Reorganization Under Chapter 11 of the United States Bankruptcy Code, sworn to on December 28, 2001 (the "Vote Certification") and the supplemental vote certification with respect to Class 2 Claims having been filed with the Court; and upon the Plan, the Vote Certification, the Notice 2 Certification, the Publication Certifications, the Durant Affidavit, the Memorandum of Law, record of, and the evidence adduced at, the Confirmation Hearing and all proceedings had before the Court, and all the other papers filed in support of the Plan and in response to the objections to confirmation of the Plan; and the Court having considered all objections to confirmation of the Plan; and after due deliberation and sufficient cause therefor, it is hereby DETERMINED, FOUND, ADJUDGED, DECREED, AND ORDERED: FINDINGS AND CONCLUSIONS A. The findings and conclusions set forth herein constitute the Court's findings of fact and conclusions of law pursuant to Fed. R. Bankr. P. 7052, made applicable to this proceeding pursuant to Fed. R. Bankr. P. 9014. B. To the extent any of the following findings of fact constitute conclusions of law, they are adopted as such. To the extent any of the following conclusions of law constitute findings of fact, they are adopted as such. JURISDICTION AND VENUE C. The Court has jurisdiction over the Debtors' chapter 11 cases and to confirm the Plan pursuant to 28 U.S.C. Section 1334. D. Confirmation of the Plan is a core proceeding pursuant to 28 U.S.C. Section 157(b) and this Court has jurisdiction to enter a final order with respect thereto. E. The Debtors are eligible debtors under section 109 of the Bankruptcy Code. F. Venue is proper before this Court pursuant to 28 U.S.C. Sections 1408 and 1409. 3 SOLICITATION AND NOTICE G. The Plan, Disclosure Statement, Ballots, Disclosure Statement Approval Order, and notice of the Confirmation Hearing were transmitted and served in compliance with the Federal Rules of Bankruptcy Procedure and the Disclosure Statement Approval Order. The transmittal and service of such materials was adequate and sufficient. As described in the Notice Certification, the Disclosure Statement (including the Plan), and the Disclosure Statement Approval Order were transmitted to all or substantially all creditors and Equity Interest holders of the Debtors. H. All parties required to be given notice of the Confirmation Hearing (including notice of the deadline for filing and serving objections to confirmation of the Plan) have been given due, proper, timely, and adequate notice in accordance with the Federal Rules of Bankruptcy Procedure and the Disclosure Statement Approval Order, and have had an opportunity to appear and be heard with respect thereto. No other or further notice is required. VOTING I. Votes to accept or reject the Plan have been solicited and tabulated in good faith and in a manner consistent with the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, and the Disclosure Statement Approval Order. THE PLAN SATISFIES THE REQUIREMENTS OF THE BANKRUPTCY CODE J. The Plan complies with all applicable provisions of the Bankruptcy Code. K. The Plan is dated and identifies the Debtors as its proponents. L. Article III of the Plan correctly designates and classifies Claims and Equity Interests. The classification of Claims and Equity Interests under the Plan 4 complies with section 1122 of the Bankruptcy Code. Each Claim and Equity Interest placed in a particular Class pursuant to the Plan is substantially similar to the other Claims or Equity Interests, as the case may be, in such Class. A reasonable basis exists for the classification of Claims and Equity Interests under the Plan. M. Article III of the Plan correctly specifies each Class of Claims or Equity Interests that is not impaired under the Plan. N. Article IV of the Plan specifies the treatment of each Class of Claims or Equity Interests under the Plan. O. The Plan provides the same treatment for each Claim or Equity Interest of a particular Class, unless the holder of a particular Claim or Equity Interest has agreed to a less favorable treatment of such particular Claim or Equity Interest. P. The Plan, including Article IX thereof, provides adequate means for its implementation. Q. Section 8.3 of the Plan and the Plan Supplement documents provide for the inclusion in the charter of the Reorganized Debtors of a provision prohibiting the issuance of nonvoting equity securities, and providing an appropriate distribution of voting power in the class of equity securities to be issued under the Plan. R. The Plan, including Article VIII thereof, contains only provisions consistent with the interests of creditors and Equity Interest holders and with public policy with respect to the manner of selection of officers and directors of the Reorganized Debtors. 5 S. Amounts necessary to cure defaults required to be cured under the Plan are to be determined in accordance with the underlying agreements and applicable nonbankruptcy law as modified by Bankruptcy Code section 365. T. The Debtors have complied with all applicable provisions of the Bankruptcy Code. U. The Plan has been proposed in good faith and not by any means forbidden by law. The Debtors and their respective officers and directors, the Committee and its members, the Agent and the Banks and their officers and directors, and their respective representatives and advisors have acted in good faith in the negotiation and formulation of the Plan. V. Any payment made or to be made by the Debtors for services or for costs and expenses in or in connection with the Debtors' chapter 11 cases, or in connection with the Plan and incident to the Debtors' chapter 11 cases, has been approved by, or is subject to the approval of, the Court as reasonable. W. The identities, qualifications, and affiliations of the individuals proposed to serve as directors or officers of the Reorganized Debtors as of the Effective Date have been fully disclosed in Section 8.2 of the Plan and on the record of the Confirmation Hearing, and the appointment to, or continuance in, such offices is consistent with the interests of creditors and Equity Interest holders and with public policy. X. The identity of any insider proposed to be employed or retained by the Reorganized Debtors as of the Effective Date and the nature of such insider's compensation have been fully disclosed in the Disclosure Statement. 6 Y. With respect to each impaired Class of Claims or Equity Interests, each holder of a Claim or Equity Interest has accepted the Plan or, as demonstrated in the Durant Affidavit and the Debtors' Liquidation Analysis annexed as Exhibit "F" to the Disclosure Statement, will receive or retain under the Plan on account of such Claim or Equity Interest property of a value, as of the Effective Date, that is not less than the amount that such holder would so receive or retain if the Debtors were liquidated under chapter 7 of the Bankruptcy Code on the Effective Date. Z. With respect to Claims entitled to priority pursuant to section 507(a)(1) of the Bankruptcy Code, except to the extent that the holder of a particular Claim has agreed to a different treatment of such Claim, Section 2.1 of the Plan provides the holder of such an Allowed Administrative Expense Claim will receive on account of such Claim Cash equal to the Allowed amount of such Claim on the later of (i) Effective Date or (ii) the date the Claim is Allowed, or as soon thereafter as is practicable, except that such Claims representing obligations incurred by the Debtors in the ordinary course of business or assumed by the Debtors pursuant to the Plan shall be paid in full or performed by the Reorganized Debtors when due in the ordinary course of business in accordance with the respective agreements governing such obligations. AA. With respect to Claims entitled to priority pursuant to sections 507(a) of the Bankruptcy Code, other than Claims entitled to priority under sections 507(a)(1) and (8) of the Bankruptcy Code, except to the extent that the holder of a particular Other Priority Claim has agreed to a different treatment of such Claim, Section 4.1 of the Plan provides that each Allowed Other Priority Claim will be paid, in full, in cash, on Effective Date or as soon thereafter as is practicable. 7 BB. With respect to Claims entitled to priority pursuant to section 507(a)(8) of the Bankruptcy Code, except to the extent a holder of an Allowed Priority Tax Claim has been paid by the Debtors prior to the Effective Date or agrees to a different treatment, Section 2.3 of the Plan provides each holder of an Allowed Priority Tax Claim shall receive, at the sole option of the Reorganized Debtors liable on such Claim, (a) Cash in an amount equal to such Allowed Priority Tax Claim on the later of the Effective Date and the date such Priority Tax Claim becomes an Allowed Priority Tax Claim, or as soon thereafter as is practicable, or (b) equal annual Cash payments in an aggregate amount equal to such Allowed Priority Tax Claim, together with interest at a fixed annual rate equal to 8%, over a period through the sixth anniversary of the date of assessment of such Allowed Priority Tax Claim, or upon such other terms determined by the Bankruptcy Court to provide the holder of such Allowed Priority Tax Claim deferred Cash payments having a value, as of the Effective Date, equal to such Allowed Priority Tax Claim. CC. Classes 1, 3, and 10 are unimpaired by the Plan and are conclusively presumed to have accepted the Plan. DD. Classes 2, 4, 5, 6, 7, 8, and 9 are impaired by the Plan. The Vote Certification demonstrates the Plan has been accepted in writing by the holders of more than one-half in number and two-thirds in amount of allowed Claims and Equity Interests in each such Class who voted on the Plan. Accordingly, Classes 2, 4, 5, 6, 7, 8, and 9 have accepted the Plan. EE. At least one Class of impaired creditors has voted to accept the Plan, determined without including any acceptance of the Plan by any insider. 8 FF. Based upon the Durant Affidavit and the pro forma projected financial statements annexed as Exhibit "E" to the Plan, confirmation of the Plan is not likely to be followed by the liquidation or the need for further financial reorganization of the Debtors or the Reorganized Debtors. GG. The Plan at Section 12.7 provides for the payment of all fees payable under section 1930 of title 28, United States Code as determined by this Court at the Confirmation Hearing on the Effective Date. HH. The Debtors have not maintained and do not now maintain any retiree benefit plans. Nevertheless, Section 6.3 of the Plan provides for the assumption by the Debtors of such obligations, if any, due to any person for the purpose of providing or reimbursing payments for retired employees and their spouses and dependents for medical, surgical, or hospital care benefits, or benefits in the event of sickness, accident, disability, or death under any plan, fund, or program (through the purchase of insurance or otherwise) maintained or established in whole or in part by the Debtors prior to the Commencement Date, if any, for the duration of the period the Debtors have obligated themselves to provide such benefits. II. All applicable requirements of sections 1129(a) and 1129(b) of the Bankruptcy Code have been met. CONFIRMATION OF THE PLAN 1. The Plan, a copy of which is attached as Exhibit A to this Order, is confirmed. 2. All objections to confirmation of the Plan that have not been withdrawn prior to the entry of this Order or are not cured by the relief granted herein are overruled in all respects for the reasons set forth by the Court in the record of the 9 Confirmation Hearing. All withdrawn objections, if any, are deemed withdrawn with prejudice. 3. By operation of section 1145 of the Bankruptcy Code, the distribution of New Subordinated Notes and New Common Stock of Reorganized Carmike shall be exempt from registration under section 5 of the Securities Act of 1933, as amended, and any state or local law requiring registration for offer or sale of a security or registration or licensing of an issuer of, or broker or dealer in, a security. All such securities so issued shall be freely transferable by the initial recipients thereof (a) except for any restrictions set forth in section 1145(b) of the Bankruptcy Code and (b) subject to any restriction contained in the terms of such securities themselves, in the Plan or any documents relating to the Plan, or executed in connection with the effectiveness thereof. 4. Pursuant to section 1146(c) of the Bankruptcy Code, the issuance, transfer, or exchange of any security under the Plan, or the making or delivery of an instrument of transfer under the Plan, shall not be taxed under any law imposing a stamp or similar tax. DISCHARGE AND INJUNCTIONS 5. Except as otherwise provided herein or in the Plan, on the Effective Date: a. The provisions of the Plan bind the Debtors, any entity issuing securities under the Plan, any entity acquiring property under the Plan, and any creditor or Equity Interest holder of the Debtors, whether or not the Claim or Equity Interest of such creditor or Equity Interest holder is impaired under the Plan and whether or not such creditor or Equity Interest holder has accepted the Plan; 10 b. All of the property of the Debtors' estates and all property dealt with by the Plan is vested in the Reorganized Debtors, free and clear of all liens, Claims, charges, encumbrances, and interests of creditors and Equity Interest holders of the Debtors, except those created pursuant to the Plan; c. The Debtors are hereby discharged from any and all debts and Claims that arose before the date and time of entry of this Order, including without limitation, any debt or Claim of a kind specified in section 502(g), 502(h), or 502(i) of the Bankruptcy Code, whether or not (i) a proof of Claim based on such debt is filed or deemed filed under section 501 of the Bankruptcy Code, (ii) such Claim is allowed under section 502 of the Bankruptcy Code, or (iii) the holder of such Claim has accepted the Plan; d. Any judgment at any time obtained, to the extent that such judgment is a determination of the personal liability of any of the Debtors with respect to any debt or Claim discharged hereunder is hereby rendered null and void; and e. The commencement or continuation of an action, the employment of process, or an act to collect, recover, or offset any debt discharged hereunder as a personal liability of any of the Debtors, or from property of the Debtors, is hereby permanently enjoined, stayed, and restrained. 6. That certain letter agreement dated as of January 2, 2002 between Carmike Cinemas, Inc. and Stones River Joint Venture (the "Stones River Agreement") shall be, and hereby is, approved in total and the parties thereto shall be and hereby are authorized and directed to carry out its terms and conditions without the need for further notice to any party or order of this Court. The Court hereby determines that the Stones 11 River Agreement does not constitute a modification of the Plan as defined in Section 1127 of the Bankruptcy Code and therefore no further notice or hearing is necessary for the Court to approve the Stones River Agreement. Each objection by Stones River Joint Venture to confirmation of the Plan shall be, and hereby is, deemed withdrawn. RETENTION OF JURISDICTION 7. The Court shall retain subject matter jurisdiction and retain exclusive subject matter jurisdiction where it exists prior to the Effective Date in accordance with Article XI of the Plan and to the fullest extent permitted under the Bankruptcy Code. EXECUTORY CONTRACTS AND UNEXPIRED LEASES 8. Pursuant to sections 365(a) and 1123 of the Bankruptcy Code, the assumption on the Effective Date of all executory contracts and unexpired leases is approved, other than any executory contracts and unexpired leases that: (i) have been rejected pursuant to an order of the Bankruptcy Court entered prior to the Confirmation Date, (ii) as to which a motion for approval of the rejection of such executory contract or unexpired lease has been filed and served prior to the Confirmation Date or (iii) are set forth in Schedule 6.1(a)(x) (executory contracts) or Schedule 6.1(a)(y) (unexpired leases) as set forth in the Plan Supplement, as may be amended from time to time on or prior to the Confirmation Date. 9. All proofs of claims arising from the rejection of executory contracts or unexpired leases rejected pursuant to the Plan, if any, shall be filed with the Court on or before the thirtieth (30th) day after the later of (i) notice of entry of an order of the Court approving such rejection, (ii) notice of entry of the Confirmation order is mailed to the contract part and (iii) notice of an amendment to Schedule 6.1(a)(x) or 6.1(a)(y) affecting such executory contract or unexpired lease is mailed to the contract party. Any 12 Claims arising from the rejection of an executory contract or unexpired lease not filed within such time will be forever barred from assertion against the Debtors, their estates, the Reorganized Debtors and their property unless otherwise ordered by the Court or provided in the Plan. CLAIMS 10. On and after the date of entry of this Order, the Debtors and the Reorganized Debtors shall have the exclusive authority to file objections, settle, compromise, withdraw, or litigate to judgment objections to Claims or Equity Interests and to request that the Bankruptcy Court estimate any contingent or unliquidated Claim. IMPLEMENTATION 11. The Debtors are hereby authorized and directed to take all actions necessary or appropriate to consummate the transactions contemplated by the Plan. 12. On the Effective Date, except to the extent provided otherwise in the Plan, (a) all notes, instruments, certificates, and other documents of the Debtors evidencing the Bank Claims, (b) the Subordinated Notes, and (c) all Equity Interests, including all common stock and preferred stock, shall be canceled and the obligations of the Debtors thereunder shall be discharged. 13. The issuance of New Common Stock, New Subordinated Notes and New Bank Debt under the Plan and the execution of the Exit Facility and related documents and incurrence of obligations thereunder (including the payment of any fees required to be paid pursuant to the Exit Facility or as described in the Commitment Letter related thereto) pursuant to the Plan is hereby authorized without the need for any further corporate action. 13 14. Each of the Debtors is hereby authorized and empowered to issue, execute, deliver, file, or record any document or instrument, including, without limitation, those securities referred to in Article VIII of the Plan and any agreements, bylaws, or charters, whether or not specifically referred to in the Plan or any exhibit or supplement to the Plan, and to take any action necessary or appropriate to implement, effectuate, and consummate the Plan in accordance with its terms, all without further application to, or order of, this Court. 15. On the Effective Date, the Debtors shall issue all securities, notes, instruments, certificates, and other documents required to be issued pursuant to the Plan, including, without limitation, those relating to the Exit Facility, the New Bank Debt, New Subordinated Notes and New Common Stock, and the Reorganized Carmike Certificate of Incorporation, the Reorganized Carmike By-Laws; the certificates of incorporation of the Reorganized Subsidiaries, the by-laws of the Reorganized Subsidiaries, the Stockholders' Agreement, the Registration Rights Agreement, the Amended Subordinated Notes Indenture, and the Post-Confirmation Credit Agreement shall become effective. Effective as of the Effective Date, the Debtors are authorized and empowered to execute, deliver, file, and record any and all documents, instruments, and agreements whether or not specifically referred to in the Plan or any exhibit or supplement to the Plan, and to take any action necessary or appropriate to obtain, implement, effectuate, and consummate the transactions set forth in the Plan, including Articles VII and VIII thereof, all without further application to, or order of, this Court. The Reorganized Debtors shall execute and deliver such other agreements, documents, and instruments, as are required to be executed pursuant to the Plan. The documents 14 which shall be executed on the Effective Date to implement the Plan shall be substantially in the form included in the Plan Supplement filed with the Bankruptcy Court on December 10, 2001 and December 21, 2001. 16. Effective as of December 31, 2001, the Debtors shall discontinue making adequate protection payments to the Banks pursuant to the Adequate Protection Order (assuming the Effective Date is on or before January 15, 2002). 17. Each federal, state, and local governmental agency or department is hereby authorized and directed to accept any and all documents and instruments necessary and appropriate to consummate the Plan and the transactions contemplated thereby. 18. Effective as of the Effective Date, the officers and directors of the Reorganized Debtors referenced in the Plan and on the record at the Confirmation Hearing are hereby deemed elected, and those officers and directors of the Debtors not continuing in office are hereby deemed removed therefrom. COMPENSATION AND REIMBURSEMENT 19. Following the occurrence of the Effective Date, the Reorganized Debtors shall file a notice of occurrence of the Effective Date with the Court, identifying the date on which the Effective Date occurred. 20. On or before the sixtieth day after the Effective Date, each professional and other entity requesting compensation or reimbursement of expenses pursuant to sections 327, 328, 330, 503(b), and 1103 of the Bankruptcy Code for services rendered up to the Effective Date (including compensation requested pursuant to subsection 503(b)(3), 503(b)(4), or 503(b)(5) of the Bankruptcy Code by any professional or other entity for making a substantial contribution in the Debtors' chapter 11 cases) 15 shall file an application for final allowance of compensation and reimbursement of expenses with the Court (a "Final Fee Application"), together with proof of service thereof, and shall serve such application on the Debtors, counsel for the Debtors, the Office of the United States Trustee, counsel for the Committee, counsel for the Banks. Final Fee applications shall show and reflect the application of any retainers received in connection with the Debtors' chapter 11 cases. 21. A hearing to consider Final Fee Applications shall be held before the Court at the Court's convenience, consistent with the Court's procedures. 22. Objections, if any, to any Final Fee Applications shall be filed with the Court, together with proof of service thereof, and served upon the applicant, the Reorganized Debtors, counsel for the Reorganized Debtors, the Office of the United States Trustee, counsel for the Committee, and counsel for the Banks, so as to be received not later than 4:00 p.m. EST on the date that is five business days prior to the hearing on the Final Fee Applications. 23. Except as otherwise set forth herein or in the Plan, expenses incurred by the Reorganized Debtors on and after the Effective Date, including without limitation, professional fees and expenses, shall not be subject to application and may be paid by the Reorganized Debtors in the ordinary course of business and without further order or approval of the Court. Any unresolved dispute as to professional compensation and reimbursement of expenses shall be submitted to, and determined by, this Court. 16 NOTICE OF ENTRY 24. On or before the date that is ten (10) days after the occurrence of the Effective Date, the Debtor shall (a) serve by hand delivery, first class mail, or reputable overnight delivery service, a notice of the entry of this Order, in substantially the form annexed hereto as Exhibit "B" (the "Confirmation Notice") to each of the following at their respective addresses last known to the Debtors: (i) the Office of the United States Trustee for the District of Delaware, (ii) attorneys for the Committee, (iii) attorneys for the Banks, (iv) all indenture trustees, (v) all parties that have filed requests for notices in the Debtors' chapter 11 cases, (vi) the Securities and Exchange Commission, (vii) the Internal Revenue Service, (viii) state and local taxing authorities having jurisdiction over the Debtors, (ix) all other known record holders of Claims against, and Equity Interests in, the Debtors. Such service shall constitute good and sufficient notice pursuant to Fed. R. Bankr. P. 2002(f)(7) and 2002(i)-(1) of the confirmation of the Plan and the entry of this Order, and pursuant to Fed. R. Bankr. P. 2002(a)(6), of any hearing scheduled by the Court to consider Final Fee Applications, and no other or further notice need be given. EFFICACY OF PLAN 25. The failure to specifically include any particular provision of the Plan in this Order shall not diminish or impair the efficacy of such provision, it being understood the intent of this Court that the Plan be confirmed and approved in its entirety. Dated: January 3, 2002 Wilmington, Delaware /s/ Sue L. Robinson ---------------------------------- HONORABLE SUE L. ROBINSON, CHIEF UNITED STATES DISTRICT JUDGE 17 EXHIBIT A [COPY OF THE PLAN] EX-99.3 4 g73805ex99-3.txt PRESS RELEASE Exhibit 99.3 [CARMIKE CINEMAS LETTERHEAD] FOR IMMEDIATE RELEASE CONTACT: Martin A. Durant January 3, 2002 Chief Financial Officer 706/576-3416 Suzanne D. Brown Investor/Public Relations 706/576-2737 CARMIKE CINEMAS, INC. WILL EMERGE FROM BANKRUPTCY AFTER SUCCESSFUL REORGANIZATION COLUMBUS, GEORGIA -- Carmike Cinemas, Inc. (OTCBB: CKECQ) (the "Company") announced today that the United States Bankruptcy Court for the District of Delaware confirmed the Company's Amended Chapter 11 Plan of Reorganization (the "Plan"). The Company commenced chapter 11 cases in August 2000. The Plan will become effective in mid-January 2002 (the "Effective Date"). Under the Plan, essentially all allowed creditor claims will be satisfied in full, with interest. Also under the Plan, the common equity value of the reorganized Company will be increased by over $100 million through the conversion of $46 million of senior subordinated notes due 2009 and $55 million of Series A Preferred stock. As a result, the principal amount of the senior subordinated notes outstanding post-Effective Date will be approximately $154 million, as compared to a principal amount of $200 million of such notes as of the chapter 11 commencement date. The holders of old common stock will receive shares of New Common stock of the reorganized Company equal to 22.2% of the post-Effective Date shares of issued and outstanding stock on a fully diluted basis. "During the chapter 11 cases, the Company was able to terminate leases and close more than 130 unprofitable theatres, as well as reduce costs, streamline management responsibilities and restructure rents on other theatres to improve the profitability of such theatres. As a result, the Company operates on a more efficient, effective basis and constitutes a more attractive, viable theatre circuit," stated Martin Durant, Chief Financial Officer. In August 2000, the Company operated 436 theatres with a total of 2,802 screens. After the Effective Date, the Company will operate 323 theatres with a total of 2,328 screens. ### This press release includes forward-looking statements in addition to historical information. The Company cautions that there are various important factors that could cause actual results to differ materially from those indicated in the forward-looking statements; accordingly, there can be no assurance that such indicated results will be realized. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are: the overall viability of a long-term operational reorganization and financial restructuring plan, competitive pressures in the Company's secondary market niche, general economic conditions and the risk factors detailed from time to time in the Company's periodic reports and registration statements filed with the Securities and Exchange Commission (the "SEC"), including the Company's Annual Report on Form 10-K for the year ended December 31, 2000 and most recent Quarterly Reports on Form 10-Q. By making these forward-looking statements, the Company does not undertake to update them in any manner except as may be required by the Company's disclosure obligations in filings it makes with the SEC under the Federal securities laws. -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.2

                                                                    Exhibit 99.2


                     IN THE UNITED STATES BANKRUPTCY COURT
                          FOR THE DISTRICT OF DELAWARE

_______________________________ x
In re                           '        Chapter 11 Case Nos.
                                '
CARMIKE CINEMAS, INC., et al.   '        00-3302 (SLR) through
                                '        00-3305 (SLR)
                                '        (Jointly Administered)
                                '
               Debtors.         '
________________________________x


                     ORDER CONFIRMING THE DEBTORS' AMENDED
                       JOINT PLAN OF REORGANIZATION UNDER
                       CHAPTER 11 OF THE BANKRUPTCY CODE
                       _________________________________

     The Debtors' Amended Joint Plan of Reorganization Under Chapter 11 of the
Bankruptcy Code (the "Plan"),(1) having been jointly proposed and filed with
the Court by Carmike Cinemas, Inc., Eastwynn Theatres, Inc., Wooden Nickel Pub,
Inc., and Military Services, Inc., debtors and debtors in possession
(collectively, the "Debtors" or "Carmike"); and the Court having entered, after
due notice and a hearing, an order dated November 14, 2001 pursuant to sections
105, 1125, 1126, and 1128 of title 11, United States Code (the "Bankruptcy
Code") and Fed. R. Bankr. P. 3017, 3018, and 3020 (the "Disclosure Statement
Approval Order")(i) approving the Debtors' proposed disclosure statement for
the Plan, dated November 14, 2001 (the "Disclosure Statement"), (ii)
establishing procedures for the solicitation and tabulation of votes on the
Plan, (iii) approving the form of Ballots to be used in connection therewith,
and (iv) scheduling the hearing to consider confirmation of the Plan pursuant
to sections 1128 and 1129 of the Bankruptcy Code (the "Confirmation Hearing");
and the Affidavit of Mailing, dated November 28, 2001 (the "Notice
Certification"), relating to service of the Plan, the

_________________________
(1) All capitalized terms not otherwise defined herein shall have the meanings
    ascribed to them in the Plan.

Disclosure Statement and related solicitation materials having been filed with
the Court; and the certifications of publication in The Wall Street Journal
(National Edition), USA Today (National Edition), and The New York Times
(National Edition) of the Notice of (A) Hearing to Consider Confirmation of the
Debtors' Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code
and (B) Certain Deadlines With Respect To Voting And Electing Treatment Under
The Plan, dated November 29, 2001, November 30, 2001 and December 17, 2001,
respectively (collectively, the "Publication Certifications") having been filed
with the Court; and Debtors having filed the Plan Supplement documents on
December 10, 2001, and December 21, 2001; the Debtors having filed a Memorandum
of Law, dated December 28, 2001 (the "Memorandum of Law") and the Affidavit of
Martin Durant executed on December 28, 2001 in support of confirmation of the
Plan (the "Durant Affidavit"), and sufficient and proper notice of the
Confirmation Hearing having been given to all holders of Claims against, and
Equity Interests in, the Debtors and to other parties in interest, all in
accordance with the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure,
and the Disclosure Statement Approval Order, and it appearing that no other or
further notice need be given; and the Confirmation Hearing having been held by
the Court on January 3, 2002; and the appearances of all interested parties
having been noted in the record of the Confirmation Hearing; and the Affidavit
of Angharad Bowdler Certifying the Votes Accepting or Rejecting the Debtors'
Amended Joint Chapter 11 Plan of Reorganization Under Chapter 11 of the United
States Bankruptcy Code, sworn to on December 28, 2001 (the "Vote Certification")
and the supplemental vote certification with respect to Class 2 Claims having
been filed with the Court; and upon the Plan, the Vote Certification, the Notice

                                       2

Certification, the Publication Certifications, the Durant Affidavit, the
Memorandum of Law, record of, and the evidence adduced at, the Confirmation
Hearing and all proceedings had before the Court, and all the other papers
filed in support of the Plan and in response to the objections to confirmation
of the Plan; and the Court having considered all objections to confirmation of
the Plan; and after due deliberation and sufficient cause therefor, it is
hereby DETERMINED, FOUND, ADJUDGED, DECREED, AND ORDERED:

                            FINDINGS AND CONCLUSIONS

     A.   The findings and conclusions set forth herein constitute the Court's
findings of fact and conclusions of law pursuant to Fed. R. Bankr. P. 7052, made
applicable to this proceeding pursuant to Fed. R. Bankr. P. 9014.

     B.   To the extent any of the following findings of fact constitute
conclusions of law, they are adopted as such. To the extent any of the following
conclusions of law constitute findings of fact, they are adopted as such.

                             JURISDICTION AND VENUE

     C.   The Court has jurisdiction over the Debtors' chapter 11 cases and to
confirm the Plan pursuant to 28 U.S.C. Section 1334.

     D.   Confirmation of the Plan is a core proceeding pursuant to 28 U.S.C.
Section 157(b) and this Court has jurisdiction to enter a final order with
respect thereto.

     E.   The Debtors are eligible debtors under section 109 of the Bankruptcy
Code.

     F.   Venue is proper before this Court pursuant to 28 U.S.C. Sections 1408
and 1409.


                                       3


                            SOLICITATION AND NOTICE

          G. The Plan, Disclosure Statement, Ballots, Disclosure Statement
Approval Order, and notice of the Confirmation Hearing were transmitted and
served in compliance with the Federal Rules of Bankruptcy Procedure and the
Disclosure Statement Approval Order. The transmittal and service of such
materials was adequate and sufficient. As described in the Notice
Certification, the Disclosure Statement (including the Plan), and the
Disclosure Statement Approval Order were transmitted to all or substantially
all creditors and Equity Interest holders of the Debtors.

          H. All parties required to be given notice of the Confirmation
Hearing (including notice of the deadline for filing and serving objections to
confirmation of the Plan) have been given due, proper, timely, and adequate
notice in accordance with the Federal Rules of Bankruptcy Procedure and the
Disclosure Statement Approval Order, and have had an opportunity to appear and
be heard with respect thereto. No other or further notice is required.


                                     VOTING

          I. Votes to accept or reject the Plan have been solicited and
tabulated in good faith and in a manner consistent with the Bankruptcy Code,
the Federal Rules of Bankruptcy Procedure, and the Disclosure Statement
Approval Order.


           THE PLAN SATISFIES THE REQUIREMENTS OF THE BANKRUPTCY CODE

          J. The Plan complies with all applicable provisions of the Bankruptcy
Code.

          K. The Plan is dated and identifies the Debtors as its proponents.

          L. Article III of the Plan correctly designates and classifies Claims
and Equity Interests. The classification of Claims and Equity Interests under
the Plan



                                       4

complies with section 1122 of the Bankruptcy Code. Each Claim and Equity
Interest placed in a particular Class pursuant to the Plan is substantially
similar to the other Claims or Equity Interests, as the case may be, in such
Class. A reasonable basis exists for the classification of Claims and Equity
Interests under the Plan.

     M. Article III of the Plan correctly specifies each Class of Claims or
Equity Interests that is not impaired under the Plan.

     N. Article IV of the Plan specifies the treatment of each Class of Claims
or Equity Interests under the Plan.

     O. The Plan provides the same treatment for each Claim or Equity Interest
of a particular Class, unless the holder of a particular Claim or Equity
Interest has agreed to a less favorable treatment of such particular Claim or
Equity Interest.

     P. The Plan, including Article IX thereof, provides adequate means for its
implementation.

     Q. Section 8.3 of the Plan and the Plan Supplement documents provide for
the inclusion in the charter of the Reorganized Debtors of a provision
prohibiting the issuance of nonvoting equity securities, and providing an
appropriate distribution of voting power in the class of equity securities to
be issued under the Plan.

     R. The Plan, including Article VIII thereof, contains only provisions
consistent with the interests of creditors and Equity Interest holders and with
public policy with respect to the manner of selection of officers and directors
of the Reorganized Debtors.


                                       5

     S.  Amounts necessary to cure defaults required to be cured under the Plan
are to be determined in accordance with the underlying agreements and
applicable nonbankruptcy law as modified by Bankruptcy Code section 365.

     T.  The Debtors have complied with all applicable provisions of the
Bankruptcy Code.

     U.  The Plan has been proposed in good faith and not by any means
forbidden by law. The Debtors and their respective officers and directors, the
Committee and its members, the Agent and the Banks and their officers and
directors, and their respective representatives and advisors have acted in good
faith in the negotiation and formulation of the Plan.

     V.  Any payment made or to be made by the Debtors for services or for
costs and expenses in or in connection with the Debtors' chapter 11 cases, or
in connection with the Plan and incident to the Debtors' chapter 11 cases, has
been approved by, or is subject to the approval of, the Court as reasonable.

     W.  The identities, qualifications, and affiliations of the individuals
proposed to serve as directors or officers of the Reorganized Debtors as of the
Effective Date have been fully disclosed in Section 8.2 of the Plan and on the
record of the Confirmation Hearing, and the appointment to, or continuance in,
such offices is consistent with the interests of creditors and Equity Interest
holders and with public policy.

     X.  The identity of any insider proposed to be employed or retained by the
Reorganized Debtors as of the Effective Date and the nature of such insider's
compensation have been fully disclosed in the Disclosure Statement.


                                       6




     Y.   With respect to each impaired Class of Claims or Equity Interests,
each holder of a Claim or Equity Interest has accepted the Plan or, as
demonstrated in the Durant Affidavit and the Debtors' Liquidation Analysis
annexed as Exhibit "F" to the Disclosure Statement, will receive or retain
under the Plan on account of such Claim or Equity Interest property of a value,
as of the Effective Date, that is not less than the amount that such holder
would so receive or retain if the Debtors were liquidated under chapter 7 of
the Bankruptcy Code on the Effective Date.

     Z.   With respect to Claims entitled to priority pursuant to section
507(a)(1) of the Bankruptcy Code, except to the extent that the holder of a
particular Claim has agreed to a different treatment of such Claim, Section 2.1
of the Plan provides the holder of such an Allowed Administrative Expense Claim
will receive on account of such Claim Cash equal to the Allowed amount of such
Claim on the later of (i) Effective Date or (ii) the date the Claim is Allowed,
or as soon thereafter as is practicable, except that such Claims representing
obligations incurred by the Debtors in the ordinary course of business or
assumed by the Debtors pursuant to the Plan shall be paid in full or performed
by the Reorganized Debtors when due in the ordinary course of business in
accordance with the respective agreements governing such obligations.

     AA.  With respect to Claims entitled to priority pursuant to sections
507(a) of the Bankruptcy Code, other than Claims entitled to priority under
sections 507(a)(1) and (8) of the Bankruptcy Code, except to the extent that
the holder of a particular Other Priority Claim has agreed to a different
treatment of such Claim, Section 4.1 of the Plan provides that each Allowed
Other Priority Claim will be paid, in full, in cash, on Effective Date or as
soon thereafter as is practicable.



                                       7




     BB.  With respect to Claims entitled to priority pursuant to section
507(a)(8) of the Bankruptcy Code, except to the extent a holder of an Allowed
Priority Tax Claim has been paid by the Debtors prior to the Effective Date or
agrees to a different treatment, Section 2.3 of the Plan provides each holder of
an Allowed Priority Tax Claim shall receive, at the sole option of the
Reorganized Debtors liable on such Claim, (a) Cash in an amount equal to such
Allowed Priority Tax Claim on the later of the Effective Date and the date such
Priority Tax Claim becomes an Allowed Priority Tax Claim, or as soon thereafter
as is practicable, or (b) equal annual Cash payments in an aggregate amount
equal to such Allowed Priority Tax Claim, together with interest at a fixed
annual rate equal to 8%, over a period through the sixth anniversary of the date
of assessment of such Allowed Priority Tax Claim, or upon such other terms
determined by the Bankruptcy Court to provide the holder of such Allowed
Priority Tax Claim deferred Cash payments having a value, as of the Effective
Date, equal to such Allowed Priority Tax Claim.

     CC.  Classes 1, 3, and 10 are unimpaired by the Plan and are conclusively
presumed to have accepted the Plan.

     DD.  Classes 2, 4, 5, 6, 7, 8, and 9 are impaired by the Plan. The Vote
Certification demonstrates the Plan has been accepted in writing by the holders
of more than one-half in number and two-thirds in amount of allowed Claims and
Equity Interests in each such Class who voted on the Plan. Accordingly, Classes
2, 4, 5, 6, 7, 8, and 9 have accepted the Plan.

     EE.  At least one Class of impaired creditors has voted to accept the Plan,
determined without including any acceptance of the Plan by any insider.

                                       8

          FF.  Based upon the Durant Affidavit and the pro forma projected
financial statements annexed as Exhibit "E" to the Plan, confirmation of the
Plan is not likely to be followed by the liquidation or the need for further
financial reorganization of the Debtors or the Reorganized Debtors.

          GG.  The Plan at Section 12.7 provides for the payment of all fees
payable under section 1930 of title 28, United States Code as determined by this
Court at the Confirmation Hearing on the Effective Date.

          HH.  The Debtors have not maintained and do not now maintain any
retiree benefit plans. Nevertheless, Section 6.3 of the Plan provides for the
assumption by the Debtors of such obligations, if any, due to any person for the
purpose of providing or reimbursing payments for retired employees and their
spouses and dependents for medical, surgical, or hospital care benefits, or
benefits in the event of sickness, accident, disability, or death under any
plan, fund, or program (through the purchase of insurance or otherwise)
maintained or established in whole or in part by the Debtors prior to the
Commencement Date, if any, for the duration of the period the Debtors have
obligated themselves to provide such benefits.

          II.  All applicable requirements of sections 1129(a) and 1129(b) of
the Bankruptcy Code have been met.

                            CONFIRMATION OF THE PLAN

          1.   The Plan, a copy of which is attached as Exhibit A to this Order,
is confirmed.

          2.   All objections to confirmation of the Plan that have not been
withdrawn prior to the entry of this Order or are not cured by the relief
granted herein are overruled in all respects for the reasons set forth by the
Court in the record of the

                                       9


Confirmation Hearing. All withdrawn objections, if any, are deemed withdrawn
with prejudice.

          3.  By operation of section 1145 of the Bankruptcy Code, the
distribution of New Subordinated Notes and New Common Stock of Reorganized
Carmike shall be exempt from registration under section 5 of the Securities Act
of 1933, as amended, and any state or local law requiring registration for offer
or sale of a security or registration or licensing of an issuer of, or broker or
dealer in, a security. All such securities so issued shall be freely
transferable by the initial recipients thereof (a) except for any restrictions
set forth in section 1145(b) of the Bankruptcy Code and (b) subject to any
restriction contained in the terms of such securities themselves, in the Plan or
any documents relating to the Plan, or executed in connection with the
effectiveness thereof.

          4.  Pursuant to section 1146(c) of the Bankruptcy Code, the issuance,
transfer, or exchange of any security under the Plan, or the making or delivery
of an instrument of transfer under the Plan, shall not be taxed under any law
imposing a stamp or similar tax.


                           DISCHARGE AND INJUNCTIONS

          5.  Except as otherwise provided herein or in the Plan, on the
Effective Date:

               a. The provisions of the Plan bind the Debtors, any entity
issuing securities under the Plan, any entity acquiring property under the Plan,
and any creditor or Equity Interest holder of the Debtors, whether or not the
Claim or Equity Interest of such creditor or Equity Interest holder is impaired
under the Plan and whether or not such creditor or Equity Interest holder has
accepted the Plan;


                                       10

          b.   All of the property of the Debtors' estates and all property
dealt with by the Plan is vested in the Reorganized Debtors, free and clear of
all liens, Claims, charges, encumbrances, and interests of creditors and Equity
Interest holders of the Debtors, except those created pursuant to the Plan;

          c.   The Debtors are hereby discharged from any and all debts and
Claims that arose before the date and time of entry of this Order, including
without limitation, any debt or Claim of a kind specified in section 502(g),
502(h), or 502(i) of the Bankruptcy Code, whether or not (i) a proof of Claim
based on such debt is filed or deemed filed under section 501 of the Bankruptcy
Code, (ii) such Claim is allowed under section 502 of the Bankruptcy Code, or
(iii) the holder of such Claim has accepted the Plan;

          d.   Any judgment at any time obtained, to the extent that such
judgment is a determination of the personal liability of any of the Debtors with
respect to any debt or Claim discharged hereunder is hereby rendered null and
void; and

          e.   The commencement or continuation of an action, the employment of
process, or an act to collect, recover, or offset any debt discharged hereunder
as a personal liability of any of the Debtors, or from property of the Debtors,
is hereby permanently enjoined, stayed, and restrained.

     6.   That certain letter agreement dated as of January 2, 2002 between
Carmike Cinemas, Inc. and Stones River Joint Venture (the "Stones River
Agreement") shall be, and hereby is, approved in total and the parties thereto
shall be and hereby are authorized and directed to carry out its terms and
conditions without the need for further notice to any party or order of this
Court. The Court hereby determines that the Stones


                                       11



River Agreement does not constitute a modification of the Plan as defined in
Section 1127 of the Bankruptcy Code and therefore no further notice or hearing
is necessary for the Court to approve the Stones River Agreement. Each objection
by Stones River Joint Venture to confirmation of the Plan shall be, and hereby
is, deemed withdrawn.

                           RETENTION OF JURISDICTION

          7. The Court shall retain subject matter jurisdiction and retain
exclusive subject matter jurisdiction where it exists prior to the Effective
Date in accordance with Article XI of the Plan and to the fullest extent
permitted under the Bankruptcy Code.

                    EXECUTORY CONTRACTS AND UNEXPIRED LEASES

          8. Pursuant to sections 365(a) and 1123 of the Bankruptcy Code, the
assumption on the Effective Date of all executory contracts and unexpired leases
is approved, other than any executory contracts and unexpired leases that: (i)
have been rejected pursuant to an order of the Bankruptcy Court entered prior to
the Confirmation Date, (ii) as to which a motion for approval of the rejection
of such executory contract or unexpired lease has been filed and served prior to
the Confirmation Date or (iii) are set forth in Schedule 6.1(a)(x) (executory
contracts) or Schedule 6.1(a)(y) (unexpired leases) as set forth in the Plan
Supplement, as may be amended from time to time on or prior to the Confirmation
Date.

          9. All proofs of claims arising from the rejection of executory
contracts or unexpired leases rejected pursuant to the Plan, if any, shall be
filed with the Court on or before the thirtieth (30th) day after the later of
(i) notice of entry of an order of the Court approving such rejection, (ii)
notice of entry of the Confirmation order is mailed to the contract part and
(iii) notice of an amendment to Schedule 6.1(a)(x) or 6.1(a)(y) affecting such
executory contract or unexpired lease is mailed to the contract party. Any

                                       12

Claims arising from the rejection of an executory contract or unexpired lease
not filed within such time will be forever barred from assertion against the
Debtors, their estates, the Reorganized Debtors and their property unless
otherwise ordered by the Court or provided in the Plan.

                                     CLAIMS

          10.  On and after the date of entry of this Order, the Debtors and
the Reorganized Debtors shall have the exclusive authority to file objections,
settle, compromise, withdraw, or litigate to judgment objections to Claims or
Equity Interests and to request that the Bankruptcy Court estimate any
contingent or unliquidated Claim.

                                 IMPLEMENTATION

          11.  The Debtors are hereby authorized and directed to take all
actions necessary or appropriate to consummate the transactions contemplated by
the Plan.

          12.  On the Effective Date, except to the extent provided otherwise
in the Plan, (a) all notes, instruments, certificates, and other documents of
the Debtors evidencing the Bank Claims, (b) the Subordinated Notes, and (c) all
Equity Interests, including all common stock and preferred stock, shall be
canceled and the obligations of the Debtors thereunder shall be discharged.

          13.  The issuance of New Common Stock, New Subordinated Notes and New
Bank Debt under the Plan and the execution of the Exit Facility and related
documents and incurrence of obligations thereunder (including the payment of
any fees required to be paid pursuant to the Exit Facility or as described in
the Commitment Letter related thereto) pursuant to the Plan is hereby
authorized without the need for any further corporate action.


                                       13


     14.  Each of the Debtors is hereby authorized and empowered to issue,
execute, deliver, file, or record any document or instrument, including,
without limitation, those securities referred to in Article VIII of the Plan
and any agreements, bylaws, or charters, whether or not specifically referred
to in the Plan or any exhibit or supplement to the Plan, and to take any action
necessary or appropriate to implement, effectuate, and consummate the Plan in
accordance with its terms, all without further application to, or order of,
this Court.

     15.  On the Effective Date, the Debtors shall issue all securities, notes,
instruments, certificates, and other documents required to be issued pursuant
to the Plan, including, without limitation, those relating to the Exit
Facility, the New Bank Debt, New Subordinated Notes and New Common Stock, and
the Reorganized Carmike Certificate of Incorporation, the Reorganized Carmike
By-Laws; the certificates of incorporation of the Reorganized Subsidiaries, the
by-laws of the Reorganized Subsidiaries, the Stockholders' Agreement, the
Registration Rights Agreement, the Amended Subordinated Notes Indenture, and
the Post-Confirmation Credit Agreement shall become effective. Effective as of
the Effective Date, the Debtors are authorized and empowered to execute,
deliver, file, and record any and all documents, instruments, and agreements
whether or not specifically referred to in the Plan or any exhibit or
supplement to the Plan, and to take any action necessary or appropriate to
obtain, implement, effectuate, and consummate the transactions set forth in the
Plan, including Articles VII and VIII thereof, all without further application
to, or order of, this Court. The Reorganized Debtors shall execute and deliver
such other agreements, documents, and instruments, as are required to be
executed pursuant to the Plan. The documents




                                       14



which shall be executed on the Effective Date to implement the Plan shall be
substantially in the form included in the Plan Supplement filed with the
Bankruptcy Court on December 10, 2001 and December 21, 2001.

          16. Effective as of December 31, 2001, the Debtors shall discontinue
making adequate protection payments to the Banks pursuant to the Adequate
Protection Order (assuming the Effective Date is on or before January 15, 2002).

          17. Each federal, state, and local governmental agency or department
is hereby authorized and directed to accept any and all documents and
instruments necessary and appropriate to consummate the Plan and the
transactions contemplated thereby.

          18. Effective as of the Effective Date, the officers and directors of
the Reorganized Debtors referenced in the Plan and on the record at the
Confirmation Hearing are hereby deemed elected, and those officers and directors
of the Debtors not continuing in office are hereby deemed removed therefrom.


                         COMPENSATION AND REIMBURSEMENT

          19. Following the occurrence of the Effective Date, the Reorganized
Debtors shall file a notice of occurrence of the Effective Date with the Court,
identifying the date on which the Effective Date occurred.

          20. On or before the sixtieth day after the Effective Date, each
professional and other entity requesting compensation or reimbursement of
expenses pursuant to sections 327, 328, 330, 503(b), and 1103 of the Bankruptcy
Code for services rendered up to the Effective Date (including compensation
requested pursuant to subsection 503(b)(3), 503(b)(4), or 503(b)(5) of the
Bankruptcy Code by any professional or other entity for making a substantial
contribution in the Debtors' chapter 11 cases)



                                       15


shall file an application for final allowance of compensation and reimbursement
of expenses with the Court (a "Final Fee Application"), together with proof of
service thereof, and shall serve such application on the Debtors, counsel for
the Debtors, the Office of the United States Trustee, counsel for the
Committee, counsel for the Banks. Final Fee applications shall show and reflect
the application of any retainers received in connection with the Debtors'
chapter 11 cases.

     21. A hearing to consider Final Fee Applications shall be held before the
Court at the Court's convenience, consistent with the Court's procedures.

     22. Objections, if any, to any Final Fee Applications shall be filed with
the Court, together with proof of service thereof, and served upon the
applicant, the Reorganized Debtors, counsel for the Reorganized Debtors, the
Office of the United States Trustee, counsel for the Committee, and counsel for
the Banks, so as to be received not later than 4:00 p.m. EST on the date that
is five business days prior to the hearing on the Final Fee Applications.

     23. Except as otherwise set forth herein or in the Plan, expenses incurred
by the Reorganized Debtors on and after the Effective Date, including without
limitation, professional fees and expenses, shall not be subject to application
and may be paid by the Reorganized Debtors in the ordinary course of business
and without further order or approval of the Court. Any unresolved dispute as
to professional compensation and reimbursement of expenses shall be submitted
to, and determined by, this Court.

                                       16

                                NOTICE OF ENTRY

     24.  On or before the date that is ten (10) days after the occurrence of
the Effective Date, the Debtor shall (a) serve by hand delivery, first class
mail, or reputable overnight delivery service, a notice of the entry of this
Order, in substantially the form annexed hereto as Exhibit "B" (the
"Confirmation Notice") to each of the following at their respective addresses
last known to the Debtors: (i) the Office of the United States Trustee for the
District of Delaware, (ii) attorneys for the Committee, (iii) attorneys for the
Banks, (iv) all indenture trustees, (v) all parties that have filed requests
for notices in the Debtors' chapter 11 cases, (vi) the Securities and Exchange
Commission, (vii) the Internal Revenue Service, (viii) state and local taxing
authorities having jurisdiction over the Debtors, (ix) all other known record
holders of Claims against, and Equity Interests in, the Debtors. Such service
shall constitute good and sufficient notice pursuant to Fed. R. Bankr. P.
2002(f)(7) and 2002(i)-(1) of the confirmation of the Plan and the entry of
this Order, and pursuant to Fed. R. Bankr. P. 2002(a)(6), of any hearing
scheduled by the Court to consider Final Fee Applications, and no other or
further notice need be given.


                                EFFICACY OF PLAN

     25.  The failure to specifically include any particular provision of the
Plan in this Order shall not diminish or impair the efficacy of such provision,
it being understood the intent of this Court that the Plan be confirmed and
approved in its entirety.

Dated: January 3, 2002
       Wilmington, Delaware


                                        /s/ Sue L. Robinson
                                        ----------------------------------
                                        HONORABLE SUE L. ROBINSON,
                                        CHIEF UNITED STATES DISTRICT JUDGE


                                       17


                                   EXHIBIT A

                               [COPY OF THE PLAN]

EX-99.3

                                                                    Exhibit 99.3

                          [CARMIKE CINEMAS LETTERHEAD]

FOR IMMEDIATE RELEASE                   CONTACT: Martin A. Durant
January 3, 2002                                  Chief Financial Officer
                                                 706/576-3416

                                                 Suzanne D. Brown
                                                 Investor/Public Relations
                                                 706/576-2737


               CARMIKE CINEMAS, INC. WILL EMERGE FROM BANKRUPTCY
                        AFTER SUCCESSFUL REORGANIZATION

COLUMBUS, GEORGIA -- Carmike Cinemas, Inc. (OTCBB: CKECQ) (the "Company")
announced today that the United States Bankruptcy Court for the District of
Delaware confirmed the Company's Amended Chapter 11 Plan of Reorganization (the
"Plan"). The Company commenced chapter 11 cases in August 2000. The Plan will
become effective in mid-January 2002 (the "Effective Date").

Under the Plan, essentially all allowed creditor claims will be satisfied in
full, with interest. Also under the Plan, the common equity value of the
reorganized Company will be increased by over $100 million through the
conversion of $46 million of senior subordinated notes due 2009 and $55 million
of Series A Preferred stock. As a result, the principal amount of the senior
subordinated notes outstanding post-Effective Date will be approximately $154
million, as compared to a principal amount of $200 million of such notes as of
the chapter 11 commencement date. The holders of old common stock will receive
shares of New Common stock of the reorganized Company equal to 22.2% of the
post-Effective Date shares of issued and outstanding stock on a fully diluted
basis.

"During the chapter 11 cases, the Company was able to terminate leases and
close more than 130 unprofitable theatres, as well as reduce costs, streamline
management responsibilities and restructure rents on other theatres to improve
the profitability of such theatres. As a result, the Company operates on a more
efficient, effective basis and constitutes a more attractive, viable theatre
circuit," stated Martin Durant, Chief Financial Officer. In August 2000, the
Company operated 436 theatres with a total of 2,802 screens. After the
Effective Date, the Company will operate 323 theatres with a total of 2,328
screens.

                                      ###

This press release includes forward-looking statements in addition to
historical information. The Company cautions that there are various important
factors that could cause actual results to differ materially from those
indicated in the forward-looking statements; accordingly, there can be no
assurance that such indicated results will be realized. Among the important
factors that could cause actual results to differ materially from those
indicated by such forward-looking statements are: the

overall viability of a long-term operational reorganization and financial
restructuring plan, competitive pressures in the Company's secondary market
niche, general economic conditions and the risk factors detailed from time to
time in the Company's periodic reports and registration statements filed with
the Securities and Exchange Commission (the "SEC"), including the Company's
Annual Report on Form 10-K for the year ended December 31, 2000 and most recent
Quarterly Reports on Form 10-Q. By making these forward-looking statements, the
Company does not undertake to update them in any manner except as may be
required by the Company's disclosure obligations in filings it makes with the
SEC under the Federal securities laws.