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 14, 2004

Carmike Cinemas, Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

000-14993
(Commission File Number)

58-1469127
(IRS Employer Identification Number)

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

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

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Item 5.   Other Events and Regulation FD Disclosure

      On January 14, 2004, Carmike Cinemas, Inc. issued a press release announcing that it has commenced a cash tender offer for all $154.3 million outstanding principal amount of its 10 3/8% Senior Subordinated Notes due 2009. A copy of the press release is attached as Exhibit 99.1.

      On January 14, 2004, Carmike Cinemas, Inc. issued a press release announcing the commencement of an offering of $150 million aggregate principal amount of senior subordinated notes in an unregistered offering pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. A copy of the press release is attached as Exhibit 99.2

Item 7.   Financial Statements and Exhibits.

      (c)    Exhibits.

99.1	Press Release issued by Carmike Cinemas, Inc. on January 14, 2004.
99.2	Press Release issued by Carmike Cinemas, Inc. on January 14, 2004.

2

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 hereunto duly authorized.

      Dated: January 15, 2004.

CARMIKE CINEMAS, INC.
By:	/s/  Martin A. Durant Martin A. Durant Senior Vice President — Finance, Treasurer and Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release issued by Carmike Cinemas, Inc. on January 14, 2004.
99.2	Press Release issued by Carmike Cinemas, Inc. on January 14, 2004.

4 EX-99.1 3 g86637exv99w1.txt EX-99.1 PRESS RELEASE EXHIBIT 99.1 CARMIKE ANNOUNCES TENDER OFFER AND CONSENT SOLICITATION FOR ITS 10 3/8% SENIOR SUBORDINATED NOTES DUE 2009 Columbus, Georgia, January 14, 2004 - Carmike Cinemas, Inc. (NASDAQ: "CKEC") today announced that it has commenced a cash tender offer for all $154.3 million outstanding principal amount of its 10 3/8% Senior Subordinated Notes due 2009 (CUSIP No. 143436AE3). In connection with the tender offer, Carmike is soliciting holders to consent to proposed amendments to the indenture governing the notes, which will eliminate substantially all of the restrictive covenants, certain related events of default and certain other terms. The tender offer is subject to a number of conditions, including receipt of certain consents and completion of certain refinancing transactions. Carmike may amend, extend or, subject to certain conditions, terminate the tender offer and the consent solicitation. The terms and conditions of the tender offer and the consent solicitation, including the conditions of Carmike's obligation to accept the notes tendered and pay the purchase price for them, are set forth in an Offer to Purchase and Consent Solicitation Statement and Letter of Transmittal and Consent dated January 14, 2004. The tender offer will expire at 12:01 a.m. New York City time, on Thursday, February 12, 2004, unless extended or earlier terminated (as that date may be extended, the "Expiration Time"). Holders who validly tender their notes prior to 5:00 p.m., New York City time, on Wednesday, January 28, 2004 (as that date may be extended, the "Consent Payment Deadline"), will receive total consideration of $1,049.38 per $1,000 principal amount of notes tendered. The total consideration is the sum of a tender offer price of $1,046.88 per $1,000 principal amount of notes tendered and a consent payment of $2.50 per $1,000 principal amount of notes tendered. Holders who validly tender their notes after the Consent Payment Deadline and prior to the Expiration Time will receive only the tender offer consideration and will not receive the consent payment. No tenders will be valid if submitted after the Expiration Time. All payments will include accrued and unpaid interest on the principal amount tendered to, but not including, the payment date. Holders who validly tender notes prior to the Consent Payment Deadline will, by tendering those notes, be consenting to the amendments to the indenture. Holders may not consent to the amendments without tendering their notes and may not revoke their consents without withdrawing the previously tendered notes to which the consents relate. This press release does not constitute an offer or solicitation to purchase or a solicitation of consents with respect to the notes. That offer or solicitation will be made only by means of the Offer to Purchase and Consent Solicitation Statement. Carmike has retained Goldman, Sachs & Co. to act as the exclusive Dealer Manager and Solicitation Agent in connection with the tender offer and consent solicitation. Questions regarding the tender offer and consent solicitation and requests for documents may be directed to Goldman, Sachs & Co. at (800) 828-3182 (toll free) or Bondholder Communications Group, the Information and Tender Agent in connection with the tender offer and consent solicitation, at (888) 385-2663 (toll free). This press release may contain forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements include statements preceded by, followed by or that include the words, "believes," "expects," "anticipates," "plans," "estimates" or similar expressions. Forward-looking statements are only predictions and are not guarantees of performance. These statements are based on beliefs and assumptions of our management, which in turn are based on currently available information. The forward-looking statements also involve risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. Many of these factors are beyond our ability to control or predict. Such factors include, but are not limited to, the following: the availability of suitable motion pictures for exhibition in our markets; competition in our markets; competition with other forms of entertainment; the effect of our leverage on our financial condition; and other factors, including those discussed under the caption "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2002. The risk factors discussed in our Form 10-K under the heading "Risk Factors" are specifically incorporated by reference in this press release. We believe these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events. EX-99.2 4 g86637exv99w2.txt EX-99.2 PRESS RELEASE EXHIBIT 99.2 CARMIKE CINEMAS, INC. ANNOUNCES PROPOSED PRIVATE PLACEMENT OF SENIOR SUBORDINATED NOTES DUE 2014 Columbus, Georgia, January 14, 2004--Carmike Cinemas, Inc. (NASDAQ: "CKEC") announced today that it launched a private offering of $150 million aggregate principal amount of senior subordinated notes due 2014. The notes are being offered pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. Carmike intends to use the net proceeds of the offering, together with proceeds from its proposed concurrent equity offering, to refinance certain of its existing indebtedness. The notes will not be registered under the Securities Act or the laws of any state and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state laws. The issuance of the Notes will be structured to allow secondary market trading under Rule 144A under the Securities Act of 1933. This press release shall not constitute an offer to sell or a solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction where such offer, solicitation or sale is unlawful. This press release contains forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements include statements preceded by, followed by or that include the words, "believes," "expects," "anticipates," "plans," "estimates" or similar expressions. Forward-looking statements are only predictions and are not guarantees of performance. These statements are based on beliefs and assumptions of our management, which in turn are based on currently available information. The forward-looking statements also involve risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. Many of these factors are beyond our ability to control or predict. Such factors include, but are not limited to, the following: the availability of suitable motion pictures for exhibition in our markets; competition in our markets; competition with other forms of entertainment; the effect of our leverage on our financial condition; the price and market for our common stock and other factors, including those discussed under the caption "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2002. The risk factors discussed in our Form 10-K under the heading "Risk Factors" are specifically incorporated by reference in this press release. We believe these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events. -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                    EXHIBIT 99.1

          CARMIKE ANNOUNCES TENDER OFFER AND CONSENT SOLICITATION FOR
                 ITS 10 3/8% SENIOR SUBORDINATED NOTES DUE 2009

Columbus, Georgia, January 14, 2004 - Carmike Cinemas, Inc. (NASDAQ: "CKEC")
today announced that it has commenced a cash tender offer for all $154.3 million
outstanding principal amount of its 10 3/8% Senior Subordinated Notes due 2009
(CUSIP No. 143436AE3). In connection with the tender offer, Carmike is
soliciting holders to consent to proposed amendments to the indenture governing
the notes, which will eliminate substantially all of the restrictive covenants,
certain related events of default and certain other terms. The tender offer is
subject to a number of conditions, including receipt of certain consents and
completion of certain refinancing transactions.

Carmike may amend, extend or, subject to certain conditions, terminate the
tender offer and the consent solicitation. The terms and conditions of the
tender offer and the consent solicitation, including the conditions of
Carmike's obligation to accept the notes tendered and pay the purchase price
for them, are set forth in an Offer to Purchase and Consent Solicitation
Statement and Letter of Transmittal and Consent dated January 14, 2004.

The tender offer will expire at 12:01 a.m. New York City time, on Thursday,
February 12, 2004, unless extended or earlier terminated (as that date may be
extended, the "Expiration Time"). Holders who validly tender their notes prior
to 5:00 p.m., New York City time, on Wednesday, January 28, 2004 (as that date
may be extended, the "Consent Payment Deadline"), will receive total
consideration of $1,049.38 per $1,000 principal amount of notes tendered. The
total consideration is the sum of a tender offer price of $1,046.88 per $1,000
principal amount of notes tendered and a consent payment of $2.50 per $1,000
principal amount of notes tendered. Holders who validly tender their notes
after the Consent Payment Deadline and prior to the Expiration Time will
receive only the tender offer consideration and will not receive the consent
payment. No tenders will be valid if submitted after the Expiration Time. All
payments will include accrued and unpaid interest on the principal amount
tendered to, but not including, the payment date.

Holders who validly tender notes prior to the Consent Payment Deadline will, by
tendering those notes, be consenting to the amendments to the indenture.
Holders may not consent to the amendments without tendering their notes and may
not revoke their consents without withdrawing the previously tendered notes to
which the consents relate.

This press release does not constitute an offer or solicitation to purchase or
a solicitation of consents with respect to the notes. That offer or
solicitation will be made only by means of the Offer to Purchase and Consent
Solicitation Statement.

Carmike has retained Goldman, Sachs & Co. to act as the exclusive Dealer Manager
and Solicitation Agent in connection with the tender offer and consent
solicitation. Questions regarding the tender offer and consent solicitation and
requests for documents may be directed to Goldman, Sachs & Co. at (800) 828-3182
(toll free) or Bondholder Communications Group, the Information and Tender Agent
in connection with the tender offer and consent solicitation, at (888) 385-2663
(toll free).

This press release may contain forward-looking statements within the meaning of
the federal securities laws. Statements that are not historical facts, including
statements about our beliefs and expectations, are forward-looking statements.
Forward-looking statements include statements preceded by, followed by or that
include the words, "believes," "expects," "anticipates," "plans," "estimates" or
similar expressions. Forward-looking statements are only predictions and are not
guarantees of performance. These statements are based on beliefs and assumptions
of our management, which in turn are based on currently available information.
The forward-looking statements also involve risks and uncertainties, which could
cause actual results to differ materially from those contained in any
forward-looking statement. Many of these factors are beyond our ability to
control or predict. Such factors include, but are not limited to, the following:
the availability of suitable motion pictures for exhibition in our markets;
competition in our markets; competition with other forms of entertainment; the
effect of our leverage on our financial condition; and other factors, including
those discussed under the caption "Risk Factors" in our Annual Report on Form
10-K for the fiscal year ended December 31, 2002. The risk factors discussed in
our Form 10-K under the heading "Risk Factors" are specifically incorporated by
reference in this press release.

We believe these forward-looking statements are reasonable; however, undue
reliance should not be placed on any forward-looking statements, which are based
on current expectations. Further, forward-looking statements speak only as of
the date they are made, and we undertake no obligation to update publicly any of
them in light of new information or future events.

EX-99.2

                                                                    EXHIBIT 99.2


                CARMIKE CINEMAS, INC. ANNOUNCES PROPOSED PRIVATE
                 PLACEMENT OF SENIOR SUBORDINATED NOTES DUE 2014

Columbus, Georgia, January 14, 2004--Carmike Cinemas, Inc. (NASDAQ: "CKEC")
announced today that it launched a private offering of $150 million aggregate
principal amount of senior subordinated notes due 2014. The notes are being
offered pursuant to Rule 144A and Regulation S under the Securities Act of 1933,
as amended.

Carmike intends to use the net proceeds of the offering, together with proceeds
from its proposed concurrent equity offering, to refinance certain of its
existing indebtedness. The notes will not be registered under the Securities Act
or the laws of any state and may not be offered or sold in the United States
absent registration or an applicable exemption from the registration
requirements of the Securities Act and any applicable state laws. The issuance
of the Notes will be structured to allow secondary market trading under Rule
144A under the Securities Act of 1933.

This press release shall not constitute an offer to sell or a solicitation of an
offer to buy any security and shall not constitute an offer, solicitation or
sale of any securities in any jurisdiction where such offer, solicitation or
sale is unlawful. This press release contains forward-looking statements within
the meaning of the federal securities laws. Statements that are not historical
facts, including statements about our beliefs and expectations, are
forward-looking statements. Forward-looking statements include statements
preceded by, followed by or that include the words, "believes," "expects,"
"anticipates," "plans," "estimates" or similar expressions. Forward-looking
statements are only predictions and are not guarantees of performance. These
statements are based on beliefs and assumptions of our management, which in turn
are based on currently available information. The forward-looking statements
also involve risks and uncertainties, which could cause actual results to differ
materially from those contained in any forward-looking statement. Many of these
factors are beyond our ability to control or predict. Such factors include, but
are not limited to, the following: the availability of suitable motion pictures
for exhibition in our markets; competition in our markets; competition with
other forms of entertainment; the effect of our leverage on our financial
condition; the price and market for our common stock and other factors,
including those discussed under the caption "Risk Factors" in our Annual Report
on Form 10-K for the fiscal year ended December 31, 2002. The risk factors
discussed in our Form 10-K under the heading "Risk Factors" are specifically
incorporated by reference in this press release. We believe these
forward-looking statements are reasonable; however, undue reliance should not be
placed on any forward-looking statements, which are based on current
expectations. Further, forward-looking statements speak only as of the date they
are made, and we undertake no obligation to update publicly any of them in light
of new information or future events.