-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V6T/+7ovexuIpZCXGNPGmaDBZcWSn6JhOai+wLdC97LdRbvmKLO+lL6/lB+Hy8zp oITT/Qgh2OGdBuauAoEInA== 0000950144-99-003895.txt : 19990403 0000950144-99-003895.hdr.sgml : 19990403 ACCESSION NUMBER: 0000950144-99-003895 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990513 FILED AS OF DATE: 19990401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARMIKE CINEMAS INC CENTRAL INDEX KEY: 0000799088 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE THEATERS [7830] IRS NUMBER: 581469127 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 001-11604 FILM NUMBER: 99584056 BUSINESS ADDRESS: STREET 1: 1301 FIRST AVE CITY: COLUMBUS STATE: GA ZIP: 31901 BUSINESS PHONE: 4045763400 MAIL ADDRESS: STREET 1: P O BOX 391 CITY: COLUMBUS STATE: GA ZIP: 31994 DEF 14A 1 CARMIKE CINEMAS, INC. 1 SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Carmike Cinemas, Inc. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [ ] Fee paid previously with preliminary materials: [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: 2 CARMIKE CINEMAS, INC. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 13, 1999 The Annual Meeting of Stockholders of Carmike Cinemas, Inc. will be held at the offices of Troutman Sanders LLP, NationsBank Plaza, 600 Peachtree Street, N.E., 52nd Floor, Atlanta, Georgia on Thursday, May 13, 1999, commencing at 11:00 a.m., E.D.T. At the meeting the stockholders will be asked to: 1. Elect nine (9) directors to serve for the ensuing year or until their successors are duly elected and have qualified; and 2. Transact any other business which may properly be brought before the meeting. The Board of Directors has fixed the close of business on March 22, 1999 as the record date for the determination of stockholders entitled to notice of, and to vote at, the annual meeting or any adjournment thereof. Please mark, sign and date the enclosed proxy card and mail it promptly in the accompanying envelope. By Order of the Board of Directors, F. LEE CHAMPION, III Secretary Columbus, Georgia March 26, 1999 IMPORTANT WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENVELOPE WHICH HAS BEEN PROVIDED. IN THE EVENT YOU ATTEND THE ANNUAL MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES IN PERSON. 3 CARMIKE CINEMAS, INC. PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 13, 1999 This proxy statement and the accompanying proxy card are furnished to the stockholders of Carmike Cinemas, Inc. ("Carmike") in connection with the solicitation of proxies by the Board of Directors of Carmike for use at the Annual Meeting of Stockholders of Carmike to be held on May 13, 1999, at the offices of Troutman Sanders LLP, NationsBank Plaza, 600 Peachtree Street, N.E., 52nd Floor, Atlanta, Georgia at 11:00 a.m., E.D.T and any adjournments thereof. All stockholders are encouraged to attend the meeting. Your proxy is requested, however, whether or not you attend in order to assure maximum participation. At the Annual Meeting, stockholders will be requested to act upon the matters set forth in this proxy statement. If you are not present at the meeting, your shares can be voted only when represented by proxy. You may cancel your proxy before balloting begins by notifying the Secretary of Carmike in writing at Carmike's principal executive offices. In addition, any proxy signed and returned by you may be revoked at any time before it is voted by delivering a new duly executed proxy card bearing a later date or by appearing and voting in person at the meeting. It is anticipated that this proxy statement and accompanying proxy card will first be mailed to Carmike's stockholders on or about March 26, 1999. Carmike's 1998 Annual Report to Stockholders, which should be read in conjunction with the matters discussed in this proxy statement, is also enclosed. The expenses incidental to the preparation and mailing of this proxy material are being paid by Carmike. No solicitation is planned beyond the mailing of this proxy material to stockholders. The principal executive offices of Carmike are located at 1301 First Avenue, Columbus, Georgia 31901-2109. The telephone number is (706) 576-3400. The close of business on March 22, 1999 has been fixed as the record date for the determination of stockholders of Carmike entitled to notice of and to vote at the Annual Meeting. On that date Carmike had outstanding 9,942,487 shares of its Class A Common Stock, $.03 par value (the "Class A Common Stock"), 1,420,700 shares of its Class B Common Stock, $.03 par value (the "Class B Common Stock" and, together with the Class A Common Stock, the "Common Stock"), and 550,000 shares of its 5.5% Series A Senior Cumulative Convertible Exchangeable Preferred Stock, $1.00 par value (the "Series A Preferred Stock"). Each share of Class A Common Stock entitles the holder thereof to one vote per share on all matters properly coming before the meeting. Each share of Class B Common Stock entitles the holder thereof to ten votes per share on all matters properly coming before the meeting. Each share of Series A Preferred Stock entitles the holder thereof to vote as though he held the four shares of Class A Common Stock currently underlying each share of the Series A Preferred Stock (i.e., four votes per share of Series A Preferred Stock). At the Annual Meeting, the holders of stock representing a majority of the voting power of all classes of stock issued and outstanding and entitled to vote at the meeting, present in 2 4 person or represented by proxy, constitutes a quorum. Abstentions will be treated as present for purposes of determining a quorum. Shares held by a broker as nominee (i.e., in "street name") that the broker, as a result of incomplete instructions from the beneficial owner of shares, cannot vote ("broker non-votes"), will also be treated as present for quorum purposes. Directors are elected by a plurality of the votes cast by the holders of Carmike's Class A Common Stock, Class B Common Stock and Series A Preferred Stock voting together as a single class at a meeting at which a quorum is present. Votes may be cast in favor of or withheld from each nominee; votes that are withheld will be excluded entirely from the vote and will have no effect. Under applicable Delaware law, a broker non-vote will have no effect on the outcome of the election of directors. I. ELECTION OF DIRECTORS The Board of Directors has nominated the nine individuals named below for election as directors of Carmike, each to serve until the next annual meeting of stockholders and until his or her respective successor shall be duly elected and shall qualify. All of the individuals nominated by the Board of Directors for election are presently directors of Carmike. It is the present intention of the persons named in the accompanying form of proxy to vote such proxy (unless authority to so vote is withheld) for the election of the nine nominees named below as directors of Carmike. The Board of Directors expects that each of the nominees will be available to stand for election and to serve as director. However, in the event a vacancy among the original nominees occurs prior to the meeting, the proxies will be voted for a substitute nominee or nominees named by the Board and for the remaining nominees. The following is a brief description of the business experience of each nominee for at least the past five years. For purposes of this description, references to Carmike include Carmike's predecessor, Martin Theatres, Inc., and ages are presented as of January 31, 1999. C.L. Patrick, age 80, has served as Chairman of the Board of Directors of Carmike since April 1982. Mr. Patrick joined Carmike in 1945, became its General Manager in 1948 and served as President of Carmike from 1969 to 1970. He served as President of Fuqua Industries, Inc. from 1970 to 1978 and as Vice Chairman of the Board of Directors of Fuqua Industries, Inc. from 1978 to 1982. Mr. Patrick is a director emeritus of Columbus Bank & Trust Company. Messrs. Michael W. Patrick and Carl L. Patrick, Jr. are the sons of Mr. C.L. Patrick. Michael W. Patrick, age 48, has served as President of Carmike since October 1981, as a director of Carmike since April 1982 and as Chief Executive Officer since March 1989. He joined Carmike in 1970 and served in a number of operational and film booking and buying capacities prior to becoming President. Mr. Patrick serves as a director of Columbus Bank & Trust Company and the Will Rogers Institute, and he is a member of the Board of Trustees of Columbus State University Foundation, Inc. F. Lee Champion, III, age 48, joined Carmike in January 1998 as Senior Vice President, General Counsel and Secretary. In December 1998, he was elected a director of Carmike. Prior to joining Carmike, Mr. Champion practiced law with the firm of Champion and Champion. 3 5 Elizabeth C. Fascitelli, age 40, has been a director of Carmike since December 1998. She is a managing director in the Principal Investment Area of Goldman, Sachs & Co. She joined Goldman, Sachs & Co. in 1984 and became a managing director in 1997. Ms. Fascitelli serves on the Board of Directors of Neuromedical Systems, Inc. Richard A. Friedman, age 41, has been a director of Carmike since December 1998. He is a managing director and head of the Principal Investment Area of Goldman, Sachs & Co. He joined Goldman, Sachs & Co. in 1981 and became a partner in 1990. Mr. Friedman is Chairman of AMF Bowling, Inc. and serves on the Advisory Committees or the Boards of Directors of Diamond Cable Communications plc and Polo Ralph Lauren Corporation. John W. Jordan, II, age 51, has been a director of Carmike since April 1982. He is a co-founder and managing partner of The Jordan Company, which was founded in 1982. Mr. Jordan is a managing partner of Jordan/Zalaznick Capital Company and Chairman of the Board and Chief Executive Officer of Jordan Industries, Inc. From 1973 until 1982, he was a Vice President of Carl Marks & Company, a New York investment banking company. Mr. Jordan is a director of American Safety Razor Company, Apparel Ventures, Inc., Ameriking, Inc., Jordan Telecommunication Products, Inc., Motors & Gears Holdings, Inc., Fannie May Holdings, Inc., GEAR For Sports, Inc. and Rockshox, Inc., as well as most of the companies in which The Jordan Company holds investments. Carl L. Patrick, Jr., age 52, has served as a director of Carmike since April 1982. He was the Director of Taxes for the Atlanta, Georgia office of Arthur Young & Co. from October 1984 to September 1986, and is currently self-employed. Previously, he was a certified public accountant with Arthur Andersen & Co. from 1976 to October 1984. Mr. Patrick served two terms as Chairman of the Board of Summit Bank Corporation and currently serves as a director of that company. Mr. Patrick is Co-Chairman of PGL Entertainment Corp. Carl E. Sanders, age 73, has been a director of Carmike since April 1982. He is engaged in the private practice of law as Chairman of Troutman Sanders LLP, an Atlanta, Georgia law firm. Mr. Sanders is a director of First Union Corporation of Georgia, Learning Technologies, Ltd., World Access, Inc., Matria Healthcare, Inc., HIE, Inc., Metromedia International Group, Inc. and Norrell Corporation. David W. Zalaznick, age 44, has served as a director of Carmike since April 1982. He is a co-founder and general partner of The Jordan Company, a managing partner of Jordan/Zalaznick Capital Company and a director of Jordan Industries, Inc. From 1978 to 1980, he worked as an investment banker with Merrill Lynch White Weld Capital Markets Group and, from 1980 until the formation of The Jordan Company in 1982, Mr. Zalaznick was a Vice President of Carl Marks & Company. Mr. Zalaznick is a director of American Safety Razor Company, Apparel Ventures, Inc., Marisa Christina, Inc., Ameriking, Inc., Jordan Telecommunication Products, Inc., Motors & Gears Holdings, Inc., GEAR For Sports, Inc. and Jackson Products, Inc., as well as most of the companies in which The Jordan Company holds investments. The Board of Directors recommends a vote FOR the nominees set forth above. 4 6 ADDITIONAL INFORMATION Board Meetings The business of Carmike is managed by or under the direction of the Board of Directors. The Board of Directors met five times during the year ended December 31, 1998, and took action by unanimous written consent in lieu of a meeting on seven occasions. Each of the directors attended all of the aggregate of (1) the total meetings of the Board of Directors and (2) the total number of meetings held by all committees of the Board on which he or she served, during the periods that he or she served. Each non-salaried director of Carmike receives a $6,000 fee per annum for services as a director plus $500 for each meeting of the Board at which he or she participates in person. Committees of the Board of Directors The Stock Option Committee, which consists of Messrs. John W. Jordan, II and David W. Zalaznick, has the authority to determine to whom options are to be granted under the Carmike Cinemas, Inc. 1998 Class A Stock Option Plan as well as the type of option and the number of shares subject thereto. The Stock Option Committee met once during the year ended December 31, 1998. The Audit Committee, which consists of Messrs. John W. Jordan, II and David W. Zalaznick, recommends the engagement of independent auditors of Carmike and reviews with the independent auditors the scope and results of Carmike's audits, Carmike's internal accounting controls and the professional services furnished by the independent auditors to Carmike. The Audit Committee met once during the year ended December 31, 1998. The Real Estate Committee, which consists of Mr. Michael W. Patrick, has the authority to determine and designate those real properties owned or leased by Carmike which are no longer necessary for the conduct of its business and operations and arrange for their disposition. The Real Estate Committee met four times during the year ended December 31, 1998. 5 7 Security Ownership of Certain Beneficial Holders The following table sets forth certain information as to the Class A Common Stock and the Class B Common Stock of Carmike beneficially owned as of January 31, 1999 by each person, other than persons whose ownership is reflected under the caption "Security Ownership of Management," who is known to Carmike to own, directly or indirectly, more than 5% of the outstanding shares of either class of Carmike's Common Stock, and reflects information presented in each such person's Schedule 13D or Schedule 13G (and amendments, if any, thereto) as filed with the Securities and Exchange Commission and provided to Carmike.
Total Title Percent Voting of Beneficial of Interest Name and Address of Beneficial Owner Class Ownership Class (1) (2) - --------------------------------------------------------------- ----------- ---------------- ----------- ------------ Southeastern Asset Management, Inc. (3) 6410 Poplar Avenue, Suite 900 Memphis, Tennessee 38119.......................... Class A 1,940,000 19.5% 7.4% Lazard Freres & Co. LLC (4) 30 Rockefeller Plaza New York, New York 10020......................... Class A 622,500 6.3% 2.4% Leucadia Investors, Inc. (5) 315 Park Avenue South, 20th Floor New York, New York 10010.......................... Class A 589,475 5.9% 2.2%
- -------------- (1) Percent of Class is with respect to outstanding shares of Class A Common Stock as of January 31, 1999 (9,918,587 shares outstanding on that date). (2) Total Voting Interest reflects ten votes afforded each share of outstanding Class B Common Stock (14,207,000 votes), one vote afforded each share of outstanding Class A Common Stock (9,918,587 votes), and four votes afforded each share of outstanding Series A Preferred Stock (2,200,000 votes) for a total of 26,325,587 votes. (3) Based on Amendment No. 1 to the Schedule 13G filed on February 8, 1999 by Southeastern Asset Management, Inc. ("Southeastern"), an investment advisor, Longleaf Partners Small-Cap Fund, an investment company, and Mr. O. Mason Hawkins, the Chairman of the Board and Chief Executive Officer of Southeastern. (4) Based on the Schedule 13G filed on February 10, 1999 by Lazard Freres & Co. LLC, an investment advisor. (5) Leucadia Investors, Inc. is an indirect wholly-owned subsidiary of Leucadia National Corporation; both entities are New York corporations. Leucadia National Corporation may be deemed to be the beneficial owner of the Class A Common Stock shares by virtue of its shared powers to direct the voting and disposition by Leucadia Investors, Inc. of such shares. John W. Jordan, II, David W. Zalaznick and Leucadia Investors, Inc. are each a general partner in The Jordan Company, a New York general partnership organized in 1982, which was one of the three original investors in the leveraged buyout of Carmike in April 1982. 6 8 Security Ownership of Management The following table sets forth certain information as to the Class A Common Stock and the Class B Common Stock beneficially owned as of January 31, 1999 by each of Carmike's directors, nominees for director, each executive officer named in the Summary Compensation Table set forth under the caption "Executive Compensation and Other Information" and all directors and executive officers as a group.
Total Title Percent Voting of Beneficial of Interest Name and Address of Beneficial Owner Class Ownership Class (1) (2) - ------------------------------------------------------------ --------- ------------ --------- ---------- C.L. Patrick (3)........................................... Class B 290,251 20.4 % 11.0% Michael W. Patrick (4)..................................... Class A 110,000 1.1 * Class B 620,849 43.7 24.0 Carl L. Patrick, Jr. (5)................................... Class A 39,791 * * Class B 509,600 35.9 19.5 F. Lee Champion, III....................................... Class A 200 * * Elizabeth C. Fascitelli (6)................................ Class A -- -- -- Richard A. Friedman (6).................................... Class A -- -- -- John W. Jordan, II (7)(8).................................. Class A 298,205 3.0 1.1 Carl E. Sanders (9)........................................ Class A 52,228 * * David W. Zalaznick (7)(10)................................. Class A 238,840 2.4 * Anthony J. Rhead........................................... Class A 7,500 * * John O. Barwick, III (11).................................. Class A 22,000 * * All directors and executive officers as a group (17 persons) Class A 788,464 7.9 3.0 (7)(12)........................................... Class B 1,420,700 100.0 54.0
- -------------- * Indicates less than 1%. (1) Percent of Class is with respect to outstanding shares of Class A Common Stock as of January 31, 1999 (9,918,587 shares outstanding on that date). (2) Total Voting Interest reflects ten votes afforded each share of outstanding Class B Common Stock (14,207,000 votes), one vote afforded each share of outstanding Class A Common Stock (9,918,587 votes), and four votes afforded each share of outstanding Series A Preferred Stock (2,200,000 votes) for a total of 26,325,587 votes. (3) C.L. Patrick and Frances E. Patrick are husband and wife. Includes 45,963 shares of Class B Common Stock owned by Frances E. Patrick as to which shares C.L. Patrick disclaims beneficial ownership. Includes 34,044 shares and 11,064 shares of Class B Common 7 9 Stock held in trusts for Carl L. Patrick, Jr. and Michael W. Patrick's minor son, respectively, by C.L. Patrick or Frances E. Patrick, as trustees, which trusts are scheduled to terminate in 1999 and as to which shares C.L. Patrick and Frances E. Patrick each disclaim beneficial ownership. Includes 59,576 shares of Class B Common Stock held in trust for Michael W. Patrick by C.L. Patrick, as trustee, and 59,576 shares held in trust for Carl L. Patrick, Jr. by Frances E. Patrick, as trustee; pursuant to these trusts, C.L. Patrick and Frances E. Patrick each sold the remainder interest in the shares held by these trusts in return for an annuity based on their joint lives. (4) Includes 28,414 shares of Class B Common Stock held by Michael W. Patrick as custodian for his minor son; Michael W. Patrick has voting and investment power with respect to such shares but disclaims beneficial ownership thereof. Excludes 11,064 shares of Class B Common Stock held in trust for Michael W. Patrick's minor son by Frances E. Patrick, as trustee, which trust is scheduled to terminate in October 1999. Excludes 59,576 shares of Class B Common Stock held in trust for Michael W. Patrick by C.L. Patrick, as trustee, the remainder interest of which Michael W. Patrick has purchased. Includes 110,000 shares of Class A Common Stock which are subject to purchase upon exercise of vested options held by Michael W. Patrick. The combined voting power represented by the shares of Class A Common Stock and Class B Common Stock beneficially owned by Michael W. Patrick is approximately 24.0% of the total combined voting power represented by the outstanding shares of these two classes. (5) Includes 200 shares of Class A Common Stock owned by Carl Patrick's wife, as to which shares Mr. Patrick disclaims beneficial ownership. Excludes 34,044 shares of Class B Common Stock held in trust for Carl L. Patrick, Jr. by Frances E. Patrick, as trustee, which trust is scheduled to terminate in 1999. Excludes 59,576 shares of Class B Common Stock held in trust for Carl L. Patrick, Jr. by Frances E. Patrick, as trustee, the remainder interest of which Carl L. Patrick, Jr. has purchased. The combined voting power represented by the shares of Class A Common Stock and Class B Common Stock beneficially owned by Carl L. Patrick, Jr. is approximately 19.5% of the total combined voting power represented by the outstanding shares of these two classes. (6) Does not include 550,000 shares of the Series A Preferred Stock held by GS Capital Partners III, L.P. and certain other affiliates of Goldman, Sachs & Co. The Series A Preferred Stock currently represents 8.4% of the total voting interest of the Company's voting securities. See "Certain Relationships and Related Transactions." Also does not include shares of Class A Common Stock which may be deemed to be beneficially owned by Goldman, Sachs & Co. as a result of ordinary course trading activities from time to time or shares of Class A Common Stock held in client accounts ("Managed Accounts") with respect to which Goldman, Sachs & Co. or its employees have voting or investment discretion or both. Goldman, Sachs & Co., Ms. Fascitelli and Mr. Friedman disclaim beneficial ownership of the Class A Common Stock held in Managed Accounts, except to the extent of their pecuniary interest therein. (7) John W. Jordan, II, David W. Zalaznick and Leucadia Investors, Inc. are each a general partner in The Jordan Company, a New York general partnership organized in 1982, which was one of the three original investors in the leveraged buyout of Carmike in April 8 10 1982. Does not include 589,475 shares of Class A Common Stock owned by Leucadia Investors, Inc. (8) Consists of 298,205 shares of Class A Common Stock owned by The Jordan Trust, a charitable remainder trust. Until May 26, 1995, Mr. Jordan was a director of Leucadia National Corporation. (9) Includes 14,000 shares of Class A Common Stock owned by Mr. Sanders' wife, as to which shares Mr. Sanders disclaims beneficial ownership. (10) Includes an aggregate of 12,000 shares held by three irrevocable trusts for the benefit of Mr. Zalaznick's minor children (Mr. Zalaznick's wife is the trustee of these trusts), and 50 shares held by Mr. Zalaznick as custodian for his minor son. Mr. Zalaznick disclaims beneficial ownership of such 12,050 shares. (11) Includes 20 shares of Class A Common Stock held by Mr. Barwick on behalf of his children, as to which shares he disclaims beneficial ownership, and 20,000 shares of Class A Common Stock which are subject to purchase upon exercise of vested options held by Mr. Barwick. (12) Includes 400 shares of Class A Common Stock held by one of the unnamed executive officers of Carmike, and also includes an aggregate of 48,500 shares of Class A Common Stock which are subject to purchase upon exercise of vested options held by such unnamed executive officers. 9 11 EXECUTIVE COMPENSATION AND OTHER INFORMATION Summary of Cash and Certain Other Compensation The following table sets forth certain information concerning the compensation of Carmike's Chief Executive Officer and each of the other four most highly compensated executive officers of Carmike serving as of December 31, 1998 (these five individuals, collectively, the "named executive officers") for the fiscal years ended December 31, 1998, 1997 and 1996.
Long-Term Annual Compensation Compensation Awards ---------------------- --------------- Securities All Other Salary Bonus Underlying Compensation Name and Principal Position Year ($) ($) Options/SARs(#) ($) (1) - ------------------------------------------- ---- ---------- ---------- ---------------- ------------ Michael W. Patrick.......................... 1998 $ 566,058 $ 62,800 75,000 $ 63,894 President, Chief Executive 1997 566,058 64,800 0 63,018 Officer and Director 1996 542,202 46,400 0 56,864 C.L. Patrick................................ 1998 290,492 0 0 5,866 Chairman of the Board of 1997 307,687 0 0 5,866 Directors 1996 269,000 0 0 5,866 Anthony J. Rhead............................ 1998 75,000 78,500 30,000 18,500 Senior Vice President-- Film 1997 75,000 81,000 0 18,750 1996 75,000 58,000 0 16,450 F. Lee Champion, III........................ 1998 144,000 27,500 30,000 12,018 Senior Vice President, General Counsel John O. Barwick, III (2).................... 1998 102,500 78,500 30,000 19,319 Senior Vice President-- 1997 102,500 81,000 0 9,568 Finance 1996 102,500 58,000 0 17,268
(1) The amounts shown in this column for 1998 represent amounts paid by Carmike under a deferred compensation plan and the incremental cost of life insurance premiums for death benefits in excess of $50,000, respectively, as follows: Michael W. Patrick - $62,676 and $1,218; C. L. Patrick - $0 and $5,866; Anthony J. Rhead - $15,350 and $3,150; F. Lee Champion, III - $10,800 and $1,218; and John O. Barwick, III - $18,101 and $1,218. (2) In March 1999, Mr. Barwick resigned as Carmike's Senior Vice President -- Finance, Treasurer and Chief Financial Officer. Employment Contracts In April 1982, C.L. Patrick entered into an employment agreement with Carmike with respect to his services as Chairman of the Board. This agreement, as restated and amended on August 10, 1998, provides a base annual salary of approximately $290,492 for C.L. Patrick with annual cost of living adjustments. Such cost of living adjustments have resulted in a base annual 10 12 salary effective as of January 1, 1999 of $302,756 for C.L. Patrick. Effective as of January 1, 1993, Michael W. Patrick entered into an employment agreement with Carmike with respect to his services as Chief Executive Officer. This agreement, as restated and amended on August 10, 1998, provides a base annual salary of approximately $557,650, with annual cost of living adjustments. Such cost of living adjustments have resulted in a base annual salary effective as of January 1, 1999 of $589,719 for Michael W. Patrick. Each agreement provides for a five-year term which is automatically extended each year after the first year for an additional year unless either party gives written notice of termination within thirty days prior to the anniversary date of such agreement. These agreements also provide during their terms for a death benefit equal to one year's salary, as well as for reimbursement of business-related expenses. Option Grants, Exercises and Holdings The following table sets forth information with respect to the named executive officers concerning the grant of options during the fiscal year ended December 31, 1998. Option Grants during Fiscal Year 1998
Individual Grants Potential Realizable - ------------------------------------------------------------------------------------------ Value At Assumed Number of Percent of Annual Rates of Stock Securities Total Options Price Appreciation for Underlying Granted to Exercise Option Term Options Employees in Price Expiration ------------------------ Name Granted (#) Fiscal Year ($/Sh) Date 5% ($) 10% ($) - ---------------------------- ---------------- ---------------- ------------ ---------- ---------- ----------- Michael W. Patrick....... 75,000 22.4 $ 27.125 1/21/08 $1,279,408 $ 3,242,270 C.L. Patrick............. -- -- -- -- -- -- Anthony J. Rhead......... 30,000 9.0 27.125 1/21/08 511,763 1,296,908 F. Lee Champion.......... 30,000 9.0 27.125 1/21/08 511,763 1,296,908 John O. Barwick, III..... 30,000 9.0 27.125 1/21/08 511,763 1,296,908
- ------------ 11 13 The following table sets forth information with respect to the named executive officers concerning the exercise of options during the last fiscal year and unexercised options held as of the end of the fiscal year ended December 31, 1998. AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
Number of Securities Value of Unexercised Underlying Unexercised Options In-the-Money Options at FY-End (#) at FY-End ($) (1) ---------------------------------- ------------------------------ Name Exercisable Unexercisable Exercisable Unexercisable - ----------------------------------- --------------- ------------- ----------- ------------- Michael W. Patrick.............. 110,000 75,000 $1,004,430 -0- C.L. Patrick.................... -0- -0- -0- -0- Anthony J. Rhead................ 7,500 30,000 17,348 -0- F. Lee Champion, III............ -0- 30,000 -0- -0- John O. Barwick, III............ 20,000 30,000 93,760 -0-
- ----------------- (1) These amounts represent the excess of the fair market value of the Class A Common Stock of $20.3125 per share as of December 31, 1998 above the exercise price of the options. Report on Executive Compensation The Board of Directors does not have a Compensation Committee. The full Board of Directors oversees and reviews the administration of Carmike's employee benefit plans and compensation of employees, except for decisions about awards under the Carmike Cinemas, Inc. 1998 Class A Stock Option Plan, which must be made solely by the Stock Option Committee in order for the grants or awards under such plan to satisfy Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The following is a report submitted by the Board of Directors addressing Carmike's compensation policy as it related to the Chief Executive Officer and the other named executive officers for the fiscal year ended December 31, 1998. Base Salary and Bonuses Carmike does not have a formalized program regarding compensation of executive officers. The base salaries for the Chairman of the Board and the Chief Executive Officer are set in accordance with their employment contracts. See "Executive Compensation and Other Information -- Employment Contracts." The terms of these contracts were proposed by Carmike's Chairman of the Board and Chief Executive Officer. Factors considered by the Chairman of the Board and Chief Executive Officer are subjective and could include their perceptions of the individual's performance, needs and potential and the Columbus, Georgia economy. The Chairman of the Board and the Chief Executive Officer inform the Board of Directors as to the proposed 12 14 remuneration of the other named executive officers. Again, the factors considered are usually subjective and could include their perceptions of each individual's performance, needs and potential and the Columbus, Georgia economy. An individual's bonus is based on earnings per share for Carmike's Class A Common Stock. For each $1.00 in earnings per share (as defined), an individual receives a bonus of $5,000 multiplied by the number of bonus points awarded to such individual. The Chairman of the Board informs the Board of Directors of the proposed number of "bonus points" to be awarded to the Chief Executive Officer. Factors considered by the Chairman of the Board are subjective and could include his perception of the individual's contribution to Carmike's performance. The Chairman of the Board and the Chief Executive Officer decide the number of "bonus points" to be awarded to the other named executive officers, as well as certain discretionary bonuses. Factors considered by the Chairman of the Board and the Chief Executive Officer are subjective and could include their perceptions of an individual's contributions to Carmike's performance. The Chairman of the Board does not participate in the bonus program. Deferred Compensation Plan Carmike maintains a Deferred Compensation Plan for certain executive officers, including the named executive officers, pursuant to which Carmike pays additional compensation on a pre-tax basis equal to 10% of an employee's taxable compensation. Distributions from the plan are made upon or shortly after normal retirement, disability, death or termination of employment of a participant. Carmike Cinemas, Inc. 1998 Class A Stock Option Plan The Carmike Cinemas, Inc. 1998 Class A Stock Option Plan is Carmike's long-term incentive plan for executive officers and key employees. The objective of the Carmike Cinemas, Inc. 1998 Class A Stock Option Plan is to align executive pay with stockholder long-term interest by creating a direct link between executive pay and stockholder return, and to enable executives to develop and maintain a significant long-term ownership position in Carmike's Class A Common Stock. The Carmike Cinemas, Inc. 1998 Class A Stock Option Plan authorizes the Stock Option Committee to award stock options to key employees of Carmike. The Stock Option Committee has the power to determine the individuals to whom stock options are awarded, the terms at which option grants shall be made and the terms of the options and the number of shares subject to each option. The size of option grants may be based, in part, upon position level. Chief Executive Officer Pay Amounts earned during 1998 by the Chief Executive Officer, Michael W. Patrick, are shown in the Summary Compensation Table. His base salary was set pursuant to the terms of his employment agreement with Carmike. That agreement provides for a base annual salary with annual cost of living adjustments. See "Executive Compensation and Other Information -- Employment Contracts." Michael W. Patrick received a bonus of $62,800 related to performance in 1998. The amount of his bonus was based on earnings per share as described above. 13 15 The Board believes that the current subjective process has been effective in rewarding executives appropriately, and in attracting and retaining good performers. While the Board is pleased with the current compensation system, it reserves the right to make such changes to the program as it deems desirable or necessary in future years. MEMBERS OF THE BOARD OF DIRECTORS C.L. Patrick Michael W. Patrick Carl L. Patrick, Jr. F. Lee Champion, III Elizabeth C. Fascitelli Richard A. Friedman John W. Jordan, II Carl E. Sanders David W. Zalaznick Compensation Committee Interlocks and Insider Participation Carmike has no Compensation Committee. The following officers and employees of Carmike participated in deliberations of the Board of Directors concerning executive officer compensation: C.L. Patrick, Michael W. Patrick and F. Lee Champion, III. 14 16 Performance Graph The following graph compares the five-year cumulative total stockholder return on Carmike's Class A Common Stock with the comparable cumulative total returns of the New York Stock Exchange Market Index and a peer group index comprised of the companies listed below. The graph assumes that the value of the investment in the Class A Common Stock and each index was $100 on December 31, 1994, and that all dividends were reinvested. [GRAPHIC] COMPARISON OF CUMULATIVE TOTAL RETURN OF COMPANY, PEER GROUP AND BROAD MARKET FISCAL YEAR ENDING
COMPANY/INDEX/MARKET 1993 1994 1995 1996 1997 1998 Carmike Cinemas A 100.00 127.78 125.00 140.97 159.38 112.85 Peer Group Index 100.00 89.43 114.86 111.63 146.65 119.77 NYSE Market Index 100.00 98.06 127.15 153.16 201.50 239.14
The Customer Selected Stock List is made up of the following securities: AMC ENTERTAINMENT INC CARMIKE CINEMAS CL A GC COMPANIES INC LOEWS CINEPLEX ENTNMT CP Companies in the peer group are as follows: AMC Entertainment, Inc., Carmike Cinemas, Inc., GC Companies, Inc. and Loews Cineplex Entertainment Corporation. These companies were chosen on the basis of being publicly-held companies which are primarily in the movie exhibition business (non drive-in). There have been a number of recent consolidations in the movie theatre industry, and GC Companies, Inc. has been added to Carmike's peer group in order to make the group more representative of the industry. Cineplex Odeon Corporation, previously included in the peer group, was replaced in the peer group by Loews Cineplex Entertainment Corporation, which completed the business combination of the Loews Theatres exhibition business of Sony Pictures Entertainment Inc. and Cineplex Odeon Corporation on May 14, 1998. On September 16, 1998, the common stock of Showscan Entertainment Inc., which was previously part of the peer group for purposes of the index, was delisted from trading on the Nasdaq National Market. Certain Relationships and Related Transactions Carmike leases equipment for six of its theatres pursuant to five equipment lease agreements with Michael W. Patrick, President, Chief Executive Officer and director of Carmike, and one such agreement with C.L. Patrick, Chairman of the Board of Directors of Carmike. 15 17 During the year ended December 31, 1998, Carmike paid $95,751 to Michael W. Patrick and $102,821 to C.L. Patrick under these equipment leases. Carmike also has an aircraft lease agreement dated July 1, 1983, with C.L.P. Equipment, a sole proprietorship of which C.L. Patrick is the owner, pursuant to which Carmike paid $190,522 in the year ended December 31, 1998. Carmike believes that these transactions are on terms no less favorable to Carmike than terms available from unaffiliated parties in arm's-length transactions. F. Lee Champion, III, Senior Vice President, General Counsel, Secretary and a director of Carmike, owns 20% of Military Services, Inc., a subsidiary of Carmike. Carl E. Sanders, a director of Carmike, is Chairman of Troutman Sanders LLP, Atlanta, Georgia, which provided legal services to Carmike during 1998 and is providing legal services to Carmike during 1999. Elizabeth C. Fascitelli and Richard B. Friedman are managing directors of Goldman, Sachs & Co. ("Goldman"). Goldman and its subsidiaries have provided investment banking and related financial services to Carmike during 1998 and are expected to provide similar services to Carmike in 1999. Ms. Fascitelli and Mr. Friedman were elected as directors of Carmike pursuant to a Stock Purchase Agreement dated November 22, 1998 relating to the sale of the Series A Preferred Stock, pursuant to which certain affiliates of Goldman purchased an aggregate of 550,000 shares of the Series A Preferred Stock for an aggregate purchase price of $55.0 million. The Series A Preferred Stock is convertible at any time after November 30, 1999 into Carmike's Class A Common Stock at $25.00 per share (subject to anti-dilution adjustments). As of December 31, 1998, the Series A Preferred Stock represented a 16.2% fully-diluted ownership interest upon conversion. On February 3, 1999, Carmike sold $200.0 million in principal amount of 9 3/8% Senior Subordinated Notes due 2009 (the "Notes"), of which $140.0 million in principal amount was purchased by Goldman. In addition, on February 25, 1999, Carmike entered into a $75.0 million Term Loan B for which Goldman Sachs Credit Partners L.P., an affiliate of Goldman, was a lead arranger and syndication agent. Under the terms of the Indenture relating to the Notes, any future transactions between Carmike and any officer, director, 5% stockholder or any affiliate thereof will be on terms no less favorable to Carmike than could be obtained from an unaffiliated third party. OTHER MATTERS The Board of Directors does not know of any other matters to be presented for action at the meeting. If any other business should properly come before the meeting, the persons named in the accompanying form of proxy intend to vote thereon in accordance with their best judgment. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires Carmike's directors and executive officers, and persons who beneficially own more than 10% of any class of Carmike's equity securities, to file with the Commission initial reports ("Form 3") of beneficial ownership and reports of changes ("Form 4") in beneficial ownership of Common Stock and other equity securities of 16 18 Carmike. Officers, directors and greater than 10% beneficial owners are required by Commission regulation to furnish Carmike with copies of all Section 16(a) reports they file. To Carmike's knowledge, based solely on a review of the copies of such reports furnished to Carmike and written representations that no other reports were required, all Section 16(a) filing requirements applicable to its officers, directors and greater than 10% beneficial owners were complied with for the fiscal year ended December 31, 1998, except for the failure to timely file Mr. Smitley's Initial Report on Form 3, the failure to timely file one report by Mr. Adams reflecting three transactions and the failure to timely file one report by Mr. Fields reflecting one transaction, which reports have since been filed. Independent Auditors Management has selected Ernst & Young LLP as its independent auditors for the current year. Representatives of Ernst & Young LLP are expected to be present at the meeting and will have the opportunity to make a statement if they so desire and to respond to appropriate questions from stockholders. Stockholder Proposals Any stockholder of Carmike who wishes to present a proposal at the 2000 Annual Meeting of Stockholders of Carmike and who wishes to have such proposal included in Carmike's proxy statement for that meeting must deliver a copy of such proposal to Carmike at 1301 First Avenue, Columbus, Georgia 31901-2109, Attention: Corporate Secretary, for receipt not later than November 27, 1999. Carmike reserves the right to decline to include in Carmike's proxy statement any stockholder's proposal which does not comply with the rules of the Securities and Exchange Commission for inclusion therein. Form 10-K Carmike's Annual Report to the Securities and Exchange Commission on Form 10-K for the year ended December 31, 1998 (including the consolidated financial statements and schedules thereto but excluding exhibits) is being provided to each stockholder as part of Carmike's 1998 Annual Report to Stockholders. YOUR VOTE IS IMPORTANT You are encouraged to let us know your preference by marking the appropriate boxes on the enclosed proxy card. 17 19 CARMIKE CINEMAS, INC. 1301 First Avenue Columbus, Georgia 31901-2109 CLASS A COMMON STOCK PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS For Annual Meeting of Stockholders, May 13, 1999 The undersigned hereby appoints MICHAEL W. PATRICK, F. LEE CHAMPION, III, and LARRY M. ADAMS, and each of them, proxies with full power of substitution, to represent and to vote as set forth herein all the shares of Class A Common Stock of Carmike Cinemas, Inc. held of record by the undersigned on March 22, 1999, at the Annual Meeting of Stockholders of Carmike Cinemas, Inc. to be held at the offices of Troutman Sanders LLP, NationsBank Plaza, 600 Peachtree Street, N.E., 52nd Floor, Atlanta, Georgia 30308, at 11:00 a.m. local time, on Thursday, May 13, 1999, and any adjournments thereof. 1. Election of Directors: [ ] FOR all nominees, except as marked below. [ ] WITHHOLD vote from all nominees. C.L. Patrick, Michael W. Patrick, John W. Jordan, II, Carl L. Patrick, Jr., Carl E. Sanders, David W. Zalaznick, Elizabeth C. Fascitelli, Richard A. Friedman and Forrest Lee Champion, III. (INSTRUCTIONS: To withhold authority to vote for any individual nominee, write the nominee's name on the space provided below.) -------------------------------------------------------------- Management recommends a vote FOR Item 1. 2. In their discretion, the proxies are authorized to vote as described in the proxy statement and upon such other business as may properly come before the meeting. This Proxy when properly executed will be voted in the manner directed by the undersigned stockholder. If no direction is made, this Proxy will be voted "FOR" Item 1. Dated: , 1999 ----------------- --------------------------------------------- Signature --------------------------------------------- Signature if Held Jointly Please sign exactly as name appears on Stock Certificate. If stock is held in the name of two or more persons, all must sign. When signing as attorney, executor, administrator, trustee, or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. 20 CARMIKE CINEMAS, INC. 1301 First Avenue Columbus, Georgia 31901-2109 CLASS B COMMON STOCK PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS For Annual Meeting of Stockholders, May 13, 1999 The undersigned hereby appoints MICHAEL W. PATRICK, F. LEE CHAMPION, III, and LARRY M. ADAMS, and each of them, proxies with full power of substitution, to represent and to vote as set forth herein all the shares of Class B Common Stock of Carmike Cinemas, Inc. held of record by the undersigned on March 22, 1999, at the Annual Meeting of Stockholders of Carmike Cinemas, Inc. to be held at the offices of Troutman Sanders LLP, NationsBank Plaza, 600 Peachtree Street, N.E., 52nd Floor, Atlanta, Georgia 30308, at 11:00 a.m. local time, on Thursday, May 13, 1999, and any adjournments thereof. 1. Election of Directors: [ ] FOR all nominees, except as marked below. [ ] WITHHOLD vote from all nominees. C.L. Patrick, Michael W. Patrick, John W. Jordan, II, Carl L. Patrick, Jr., Carl E. Sanders, David W. Zalaznick, Elizabeth C. Fascitelli, Richard A. Friedman and Forrest Lee Champion, III. (INSTRUCTIONS: To withhold authority to vote for any individual nominee, write the nominee's name on the space provided below.) -------------------------------------------------------------- Management recommends a vote FOR Item 1. 2. In their discretion, the proxies are authorized to vote as described in the proxy statement and upon such other business as may properly come before the meeting. This Proxy when properly executed will be voted in the manner directed by the undersigned stockholder. If no direction is made, this Proxy will be voted "FOR" Item 1. Dated: , 1999 --------------- ---------------------------------------------- Signature --------------------------------------------- Signature if Held Jointly Please sign exactly as name appears on Stock Certificate. If stock is held in the name of two or more persons, all must sign. When signing as attorney, executor, administrator, trustee, or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. 21 CARMIKE CINEMAS, INC. 1301 First Avenue Columbus, Georgia 31901-2109 5.5% SERIES A SENIOR CUMULATIVE CONVERTIBLE EXCHANGEABLE PREFERRED STOCK PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS For Annual Meeting of Stockholders, May 13, 1999 The undersigned hereby appoints MICHAEL W. PATRICK, F. LEE CHAMPION, III, and LARRY M. ADAMS, and each of them, proxies with full power of substitution, to represent and to vote as set forth herein all the shares of the 5.5% Series A Senior Cumulative Convertible Exchangeable Preferred Stock of Carmike Cinemas, Inc. held of record by the undersigned on March 22, 1999, at the Annual Meeting of Stockholders of Carmike Cinemas, Inc. to be held at the offices of Troutman Sanders LLP, NationsBank Plaza, 600 Peachtree Street, N.E., 52nd Floor, Atlanta, Georgia 30308, at 11:00 a.m. local time, on Thursday, May 13, 1999, and any adjournments thereof. 1. Election of Directors: [ ] FOR all nominees, except as marked below. [ ] WITHHOLD vote from all nominees. C.L. Patrick, Michael W. Patrick, John W. Jordan, II, Carl L. Patrick, Jr., Carl E. Sanders, David W. Zalaznick, Elizabeth C. Fascitelli, Richard A. Friedman and Forrest Lee Champion, III. (INSTRUCTIONS: To withhold authority to vote for any individual nominee, write the nominee's name on the space provided below.) -------------------------------------------------------------- Management recommends a vote FOR Item 1. 2. In their discretion, the proxies are authorized to vote as described in the proxy statement and upon such other business as may properly come before the meeting. This Proxy when properly executed will be voted in the manner directed by the undersigned stockholder. If no direction is made, this Proxy will be voted "FOR" Item 1. Dated: , 1999 ----------- ---------------------------------------------- Signature ---------------------------------------------- Signature if Held Jointly Please sign exactly as name appears on Stock Certificate. If stock is held in the name of two or more persons, all must sign. When signing as attorney, executor, administrator, trustee, or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. -----END PRIVACY-ENHANCED MESSAGE-----