UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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)) | |
¨ | Definitive Proxy Statement | |
¨ | Definitive Additional Materials | |
x | Soliciting Material under 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:
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(2) | Aggregate number of securities to which transaction applies:
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(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):
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(4) | Proposed maximum aggregate value of transaction:
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(5) | Total fee paid:
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¨ | 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:
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(2) | Form, Schedule or Registration Statement No.:
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(3) | Filing Party:
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(4) | Date Filed:
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EXPLANATORY NOTE
On June 14, 2016, Carmike Cinemas, Inc. mailed the attached letter to its stockholders.
June 14, 2016
Dear Stockholder,
We have previously sent to you proxy materials for the Special Meeting of Stockholders of Carmike Cinemas, Inc. to be held on June 30, 2016, to vote on the adoption of the merger agreement with AMC Entertainment Holdings, Inc. Your Board of Directors unanimously recommends that stockholders vote FOR all of the proposals on the agenda.
Your vote is important, no matter how many or how few shares you own. Please take the time to vote your shares TODAYby telephone, via the Internet, or by signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.
Sincerely,
S. David Passman III
President and Chief Executive Officer
YOUR VOTE IS IMPORTANT!
Remember, you can vote your shares by telephone or via the Internet.
Please follow the easy instructions on the enclosed proxy card.
If you have any questions, or need assistance in voting
your shares, please call our proxy solicitor,
INNISFREE M&A INCORPORATED
TOLL-FREE, at 1-888-750-5834.
Important Additional Information Regarding the Merger
This document may be deemed to be solicitation material in respect of the proposed merger of Carmike Cinemas, Inc. (the Company) with and into a wholly-owned subsidiary of AMC Entertainment Holdings, Inc. In connection with the proposed merger, the Company filed a definitive proxy statement with the U.S. Securities and Exchange Commission (the SEC) on May 23, 2016. The Company mailed the definitive proxy statement to its stockholders on or about May 25, 2016. BEFORE MAKING ANY VOTING DECISION, THE COMPANYS STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT IN ITS ENTIRETY AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE IN THE DEFINITIVE PROXY STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.
The Companys stockholders are able to obtain a free copy of the definitive proxy statement and other relevant documents filed by the Company with the SEC at the SECs website at www.sec.gov. In addition, the Companys stockholders may obtain a free copy of the proxy statement and other relevant documents from the Companys website at http://www.carmikeinvestors.com/.
Participation in the Solicitation
The Company and its directors, executive officers and certain other members of management and employees of the Company may be deemed to be participants in the solicitation of proxies from the Companys stockholders in connection with the proposed merger. Information regarding the interests of the persons who may, under the rules of the SEC, be considered participants in the solicitation of the Companys stockholders in connection with the proposed merger, which may be different than those of the Companys stockholders generally, is set forth in the definitive proxy statement filed with the SEC on May 23, 2016. The Companys stockholders may obtain a free copy of the definitive proxy statement from the Company in the manner set forth above.