-----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, HVAI7zZqFhEOhPbjI599Wnkn3iM0MBWx+HqXWehq2+nib2hHb4U2ncDg0U/zTAt4 TTOkkV0F+P+LXSJRGN0xqg== 0000894579-06-000186.txt : 20060501 0000894579-06-000186.hdr.sgml : 20060501 20060501171541 ACCESSION NUMBER: 0000894579-06-000186 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060501 DATE AS OF CHANGE: 20060501 GROUP MEMBERS: ENTRUST CAPITAL INC. GROUP MEMBERS: ENTRUST PARTNERS LLC GROUP MEMBERS: ENTRUST PARTNERS OFFSHORE LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CARMIKE CINEMAS INC CENTRAL INDEX KEY: 0000799088 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE THEATERS [7830] IRS NUMBER: 581469127 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-37737 FILM NUMBER: 06796173 BUSINESS ADDRESS: STREET 1: 1301 FIRST AVE CITY: COLUMBUS STATE: GA ZIP: 31901 BUSINESS PHONE: 7065763400 MAIL ADDRESS: STREET 1: P O BOX 391 CITY: COLUMBUS STATE: GA ZIP: 31994 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ENTRUST CAPITAL INC/NY CENTRAL INDEX KEY: 0001043853 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 650 MADSION AVE 25TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128881137 MAIL ADDRESS: STREET 1: 717 FIFTH AVENUE, 25TH FL CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 entrust13g050106.htm SCHEDULE 13G

CUSIP No. 143436499

Page 1 of 21 Pages

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _)


Carmike Cinemas, Inc.
(Name of Issuer)


Common Stock, par value $0.03 per share
(Title of Class of Securities)


143436499
(CUSIP Number)


April 18, 2006
(Date of Event which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

Page 1 of 21 Pages

CUSIP No. 143436499

Page 2 of 21 Pages

1	NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ENTRUST CAPITAL INC.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ]
3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5	SOLE VOTING POWER 0
			6	SHARED VOTING POWER 674,885
			7	SOLE DISPOSITIVE POWER 0
			8	SHARED DISPOSITIVE POWER 674,885
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 674,885
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]

11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.5%
12		TYPE OF REPORTING PERSON IA

CUSIP No. 143436499

Page 3 of 21 Pages

1	NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ENTRUST PARTNERS LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ]
3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5	SOLE VOTING POWER 0
			6	SHARED VOTING POWER 674,885
			7	SOLE DISPOSITIVE POWER 0
			8	SHARED DISPOSITIVE POWER 674,885
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 674,885
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]

11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.5%
12		TYPE OF REPORTING PERSON IA

CUSIP No. 143436499

Page 4 of 21 Pages

1	NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ENTRUST PARTNERS OFFSHORE LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ]
3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5	SOLE VOTING POWER 0
			6	SHARED VOTING POWER 674,885
			7	SOLE DISPOSITIVE POWER 0
			8	SHARED DISPOSITIVE POWER 674,885
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 674,885
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]

11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.5%
12		TYPE OF REPORTING PERSON IA

CUSIP No. 143436499

Page 5 of 21 Pages

1

NAME OF REPORTING PERSON

SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ENTRUST CAPITAL WATERS FUND LTD.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]

(b) [ ]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

CAYMAN ISLANDS

NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

674,885

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

674,885

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

674,885

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.5%

12

TYPE OF REPORTING PERSON

OO

CUSIP No. 143436499

Page 6 of 21 Pages

1	NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ENTRUST DEDICATED FUND, LP

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ]
3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5	SOLE VOTING POWER 0
			6	SHARED VOTING POWER 674,885
			7	SOLE DISPOSITIVE POWER 0
			8	SHARED DISPOSITIVE POWER 674,885
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 674,885
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]

11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.5%
12		TYPE OF REPORTING PERSON PN

CUSIP No. 143436499

Page 7 of 21 Pages

1	NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ENTRUST CAPITAL PARTNERS LP

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ]
3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5	SOLE VOTING POWER 0
			6	SHARED VOTING POWER 674,885
			7	SOLE DISPOSITIVE POWER 0
			8	SHARED DISPOSITIVE POWER 674,885
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 674,885
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]

11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.5%
12		TYPE OF REPORTING PERSON PN

CUSIP No. 143436499

Page 8 of 21 Pages

1

NAME OF REPORTING PERSON

SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ENTRUST CAPITAL PARTNERS II LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]

(b) [ ]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

674,885

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

674,885

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

674,885

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.5%

12

TYPE OF REPORTING PERSON

PN

CUSIP No. 143436499

Page 9 of 21 Pages

1

NAME OF REPORTING PERSON

SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GREGG HYMOWITZ

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]

(b) [ ]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

UNITED STATES OF AMERICA

NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

674,885

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

674,885

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

674,885

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.5%

12

TYPE OF REPORTING PERSON

IN

CUSIP No. 143436499

Page 10 of 21 Pages

1

NAME OF REPORTING PERSON

SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MARK FIFE

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]

(b) [ ]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

UNITED STATES OF AMERICA

NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

674,885

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

674,885

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

674,885

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.5%

12

TYPE OF REPORTING PERSON

IN

CUSIP No. 143436499

Page 11 of 21 Pages

1

NAME OF REPORTING PERSON

SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MICHAEL HOROWITZ

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]

(b) [ ]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

UNITED STATES OF AMERICA

NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

674,885

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

674,885

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

674,885

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.5%

12

TYPE OF REPORTING PERSON

IN

CUSIP No. 143436499

Page 12 of 21 Pages

Item 1.	(a).	Name of Issuer: CARMIKE CINEMAS, INC.

	(b).	Address of Issuer's Principal Executive Offices:

		1301 First Avenue Columbus, GA 31901-2109

Item 2.	(a).	Name of Persons Filing:

This Statement is being filed jointly by (i) EnTrust Capital Inc., a Delaware corporation ("EnTrust"); (ii) EnTrust Partners LLC, a Delaware limited liability company ("Partners"); (iii) EnTrust Partners Offshore LLC, a Delaware limited liability company ("Offshore"); (iv) EnTrust Capital Waters Fund Ltd., an exempted company organized under the laws of the Cayman Islands ("Waters Fund"); (v) EnTrust Dedicated Fund, LP, a Delaware limited partnership ("Dedicated Fund"); (vi) EnTrust Capital Partners LP, a Delaware limited partnership ("Partners Fund"); (vii) EnTrust Capital Partners II LP, a Delaware limited partnership ("Partners II Fund"); (viii) Mr. Gregg Hymowitz, who serves as a managing member of Partners and Offshore, and as a principal owner of EnTrust; (ix) Mr. Mark Fife, who serves as a managing member of Partners and Offshore, and as a principal owner of EnTrust; and (x) Mr. Michael Horowitz, who serves as a managing member of Partners and Offshore, and as a principal owner of EnTrust. EnTrust, Partners, Offshore, Waters Fund, Dedicated Fund, Partners Fund, Partners II Fund, Gregg Hymowitz, Mark Fife and Michael Horowitz are sometimes also referred to herein individually as a "Reporting Person" and collectively as "Reporting Persons".

	(b).	Address of Principal Business Office for Each of the Above:

	(i)		EnTrust Capital Inc. -- The address of EnTrust's principal
business and principal office is 717 Fifth Avenue, New York, NY 10022.
	(ii)		EnTrust Partners LLC -- The address of Partners' principal
business and principal office is 717 Fifth Avenue, New York, NY 10022.
	(iii)		EnTrust Partners Offshore LLC -- The address of Offshore's
principal business and principal office is 717 Fifth Avenue, New York, NY 10022.
		(iv)	EnTrust Capital Waters Fund Ltd. -- The address of Waters
Fund's principal business and principal office is 717 Fifth Avenue, New York, NY 10022.
		(v)	EnTrust Dedicated Fund, LP -- The address of Dedicated
Fund's principal business and principal office is 717 Fifth Avenue, New York, NY 10022.
		(vi)	EnTrust Capital Partners LP -- The address of Partners
Fund's principal business and principal office is 717 Fifth Avenue, New York, NY 10022.

	(vii)	EnTrust Capital Partners II LP -- The address of Partner's II
Fund's principal business and principal office is 717 Fifth Avenue, New York, NY 10022.
	(viii)	Gregg Hymowitz -- Mr. Hymowitz's principal address is 717
Fifth Avenue, New York, NY 10022.

CUSIP No. 143436499

Page 13 of 21 Pages

	(ix)	Mark Fife -- Mr. Fife's principal address is 717 Fifth Avenue,
New York, NY 10022.
	(x)	Michael Horowitz -- Mr. Horowitz's principal address is 717 Fifth
Avenue, New York, NY 10022.

	(c).	Citizenship or Place of Organization:

	EnTrust, Partners, Offshore, Dedicated Fund, Partners Fund and Partners II
Fund are organized under the laws of Delaware. Waters Fund is organized under the laws of the Cayman Islands. Messrs. Hymowitz, Horowitz and Fife are United States citizens.

	(d).	Title of Class of Securities: Common Stock, par value $0.03 per share

	(e).	CUSIP Number: 143436499

Item 3.	If this Statement is Filed Pursuant to Rules 13d-1(b) or 13d-2(b) or (c), Check Whether the Person Filing is a:

	(a)	[ ] Broker or dealer registered under Section 15 of the Exchange Act;
	(b)	[ ] Bank as defined in Section 3(a)(6) of the Exchange Act;

	(c)	[ ] Insurance company as defined in Section 3(a)(19) of the Exchange Act;
	(d)	[ ] Investment company registered under Section 8 of the Investment Company Act;

(e)

[ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

	(f)	[ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
	(g)	[ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

	(h)	[ ] A savings associations as defined in Section 3(b) of the
		Federal Deposit Insurance Act;
	(i)	[ ] A church plan that is excluded from the definition of an investment
		company under Section 3(c)(14) of the Investment Company Act of 1940;
	(j)	[X] Group, in accordance with Rule 13d-1(b)(1) (ii)(J).¹

¹	EnTrust, Partners and Offshore are registered investment advisers. Waters Fund, Dedicated Fund, Partners Fund and Partners II Fund are clients of the advisers. Messrs. Hymowitz, Fife or Horowitz are control persons of the investment advisers.

CUSIP No. 143436499

Page 14 of 21 Pages

Item 4.	Ownership.

	(a).	Amount beneficially owned:

		(i)	EnTrust Capital Inc.²	674,855

(ii)	EnTrust Partners LLC³	674,855

(iii)	EnTrust Partners Offshore LLC⁴	674,855


(iv)	EnTrust Capital Waters Fund Ltd.⁵	674,855

(v)	EnTrust Dedicated Fund, LP⁶	674,855

(vi)	EnTrust Capital Partners LP⁷	674,855

(vii)	EnTrust Capital Partners II LP⁸	674,855

(viii)	Gregg Hymowitz⁹	674,855

²	EnTrust Capital Inc. is the investment adviser to numerous managed accounts, subject to the overall control of the principal owners of EnTrust, Messrs. Hymowitz, Fife and Horowitz, and thus could be deemed to share the power to vote and dispose or direct the disposition of the Shares.
³	EnTrust Partners LLC is the general partner and investment manager of Dedicated Fund, Partners Fund and Partners II Fund, subject to the overall control of the managing members, Messrs. Hymowitz, Fife and Horowitz, and thus could be deemed to share the power to vote and dispose or direct the disposition of the Shares.

⁴	EnTrust Partners Offshore LLC is the investment manager of Waters Fund, subject to the overall control of the managing members, Messrs. Hymowitz, Fife and Horowitz, and thus could be deemed to share the power to vote and dispose or direct the disposition of the Shares.

⁵	Offshore is the investment manager of Waters Fund, subject to the overall control of the managing members, Messrs. Hymowitz, Fife and Horowitz, and thus could be deemed to share the power to vote and dispose or direct the disposition of the Shares.
⁶	EnTrust Partners LLC is the general partner and investment manager of Dedicated Fund, subject to the overall control of the managing members, Messrs. Hymowitz, Fife and Horowitz, and thus could be deemed to share the power to vote and dispose or direct the disposition of the Shares.
⁷	EnTrust Partners LLC is the general partner and investment manager of Partners Fund, subject to the overall control of the managing members, Messrs. Hymowitz, Fife and Horowitz, and thus could be deemed to share the power to vote and dispose or direct the disposition of the Shares.
⁸	EnTrust Partners LLC is the general partner and investment manager of Partners II Fund, subject to the overall control of the managing members, Messrs. Hymowitz, Fife and Horowitz, and thus could be deemed to share the power to vote and dispose or direct the disposition of the Shares.
⁹	Gregg Hymowitz is a managing member of Partners and Offshore, and a principal owner of EnTrust, and thus could be deemed to share the power to vote and dispose or direct the disposition of the Shares.

CUSIP No. 143436499

Page 15 of 21 Pages

		(ix)	Mark Fife¹⁰	674,855

(x)

Michael Horowitz¹¹

674,855


(b).	Percentage of class:

	(i)	EnTrust Capital Inc.	5.5%

(ii)	EnTrust Partners LLC	5.5%

(iii)	EnTrust Partners Offshore LLC	5.5%

(iv)	EnTrust Capital Waters Fund Ltd.	5.5%

(v)	EnTrust Dedicated Fund, LP	5.5%

(vi)	EnTrust Capital Partners LP	5.5%

(vii)	EnTrust Capital Partners II LP	5.5%

(viii)	Gregg Hymowitz	5.5%

(ix)	Mark Fife	5.5%

(x)	Michael Horowitz	5.5%

(c).	Number of shares as to which such person has:

	(1)	Sole power to vote or to direct the vote:

	(i)	EnTrust Capital Inc.	0

	(ii)	EnTrust Partners LLC	0

	(iii)	EnTrust Partners Offshore LLC	0

	(iv)	EnTrust Capital Waters Fund Ltd.	0

	(v)	EnTrust Dedicated Fund, LP	0

	(vi)	EnTrust Capital Partners LP	0

¹⁰	Mark Fife is a managing member of Partners and Offshore, and a principal owner of EnTrust, and thus could be deemed to share the power to vote or dispose or direct the disposition of the Shares.

¹¹	Michael Horowitz is a managing member of Partners and Offshore, and a principal owner of EnTrust, and thus could be deemed to share the power to vote or dispose of or direct the disposition of the Shares.

CUSIP No. 143436499

Page 16 of 21 Pages

	(vii)	EnTrust Capital Partners II LP	0

(viii)	Gregg Hymowitz	0

(ix)	Mark Fife	0

(x)

Michael Horowitz


	(2)	Shared power to vote or to direct the vote:


		(i)	EnTrust Capital Inc.		674,885


(ii)	EnTrust Partners LLC	674,885

(iii)	EnTrust Partners Offshore LLC	674,885

(iv)	EnTrust Capital Waters Fund Ltd.	674,885

(v)	EnTrust Dedicated Fund, LP	674,885

(vi)	EnTrust Capital Partners LP	674,885

(vii)	EnTrust Capital Partners II LP	674,885

(viii)	Gregg Hymowitz	674,885

(ix)	Mark Fife	674,885

(x)	Michael Horowitz	674,885

(3)	Sole power to dispose or to direct the disposition of :


(i)	EnTrust Capital Inc.	0

(ii)	EnTrust Partners LLC	0

(iii)	EnTrust Partners Offshore LLC	0

(iv)	EnTrust Capital Waters Fund Ltd.	0

(v)	EnTrust Dedicated Fund, LP	0

(vi)	EnTrust Capital Partners LP	0

(vii)	EnTrust Capital Partners II LP	0

(viii)	Gregg Hymowitz	0

(ix)	Mark Fife	0

(x)

Michael Horowitz

CUSIP No. 143436499

Page 17 of 21 Pages

(4) Shared power to dispose or to direct the disposition of:

(i)

EnTrust Capital Inc.

674,885

(ii)

EnTrust Partners LLC

674,885

(iii)

EnTrust Partners Offshore LLC

674,885

(iv)

EnTrust Capital Waters Fund Ltd.

674,885

(v)

EnTrust Dedicated Fund, LP

674,885

(vi)

EnTrust Capital Partners LP

674,885

(vii)

EnTrust Capital Partners II LP

674,885

(viii)

Gregg Hymowitz

674,885

(ix)

Mark Fife

674,885

(x)

Michael Horowitz

674,885

Item 5.

Ownership of Five Percent or Less of a Class:

Not Applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

The Shares owned by EnTrust, Partners, Offshore, Waters Fund, Dedicated

Fund, Partners Fund, Partners II Fund and Messrs. Hymowitz, Fife and Horowitz are beneficially owned by EnTrust (on behalf of numerous managed accounts advised by EnTrust), Partners (on behalf of Dedicated Fund, Partners Fund and Partners II Fund) and Offshore (on behalf of Waters Fund). EnTrust, Partners, Offshore, Waters Fund, Dedicated Fund, Partners Fund and Messrs. Hymowitz, Fife and Horowitz individually beneficially own less than 5% of the Shares. Each of EnTrust, Partners, Offshore, Waters Fund, Dedicated Fund, Partners Fund, Partners II Fund and Messrs. Hymowitz, Fife and Horowitz may be deemed to possess the power to vote and dispose or direct the disposition of the Shares.

CUSIP No. 143436499

Page 18 of 21 Pages

Item 7.

Identification and Classification of Subsidiaries which Acquired the Security

Being Reported on by the Parent Holding Company:

Not Applicable.

Item 8.

Identification and Classification of Members of the Group:

See Item 2 and Footnotes to Item 4.

Item 9.

Notice of Dissolution of Group:

Not Applicable.

Item 10.

Certification:

By signing below, I certify that, to the best of my knowledge and belief, the

securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	ENTRUST CAPITAL INC.

Date: May 1, 2006	By /S/ Jill Zelenko
	Jill Zelenko, Chief Financial Officer of
	EnTrust Capital Inc.

	ENTRUST PARTNERS LLC

Date: May 1, 2006	By /S/ Gregg Hymowitz
	Gregg Hymowitz, managing member

	ENTRUST PARTNERS OFFSHORE LLC

Date: May 1, 2006	By /S/ Gregg Hymowitz
	Gregg Hymowitz, managing member

	ENTRUST CAPITAL WATERS FUND LTD.

Date: May 1, 2006	By /S/ Gregg Hymowitz
	Gregg Hymowitz, managing member of EnTrust
	Partners Offshore LLC, investment manager

CUSIP No. 143436499

Page 19 of 21 Pages

	ENTRUST DEDICATED FUND, LP

Date: May 1, 2006	By /S/ Gregg Hymowitz
	Gregg Hymowitz, managing member of EnTrust
	Partners LLC, general partner

	ENTRUST CAPITAL PARTNERS LP

Date: May 1, 2006	By /S/ Gregg Hymowitz
	Gregg Hymowitz, managing member of EnTrust
	Partners LLC, general partner

	ENTRUST CAPITAL PARTNERS II LP

Date: May 1, 2006	By /S/ Gregg Hymowitz
	Gregg Hymowitz, managing member of EnTrust
	Partners LLC, general partner

	GREGG HYMOWITZ

Date: May 1, 2006	By /S/ Gregg Hymowitz

	MARK FIFE

Date: May 1, 2006	By /S/ Mark Fife

	MICHAEL HOROWITZ

Date: May 1, 2006	By /S/ Michael Horowitz

CUSIP No. 143436499

Page 20 of 21 Pages

EXHIBIT 1 -- AGREEMENT OF JOINT FILING

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agrees that the foregoing statement on Schedule 13G/A, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement on the 1^st day of May, 2006.

	ENTRUST CAPITAL INC.

Date: May 1, 2006	By /S/ Jill Zelenko
	Jill Zelenko, Chief Financial Officer of
	EnTrust Capital Inc.

	ENTRUST PARTNERS LLC

Date: May 1, 2006	By /S/ Gregg Hymowitz
	Gregg Hymowitz, managing member

	ENTRUST PARTNERS OFFSHORE LLC

Date: May 1, 2006	By /S/ Gregg Hymowitz
	Gregg Hymowitz, managing member

	ENTRUST CAPITAL WATERS FUND LTD.

Date: May 1, 2006	By /S/ Gregg Hymowitz
	Gregg Hymowitz, managing member of EnTrust
	Partners Offshore LLC, investment manager

CUSIP No. 143436499

Page 21 of 21 Pages

	ENTRUST DEDICATED FUND, LP

Date: May 1, 2006	By /S/ Gregg Hymowitz
	Gregg Hymowitz, managing member of EnTrust
	Partners LLC, general partner


	ENTRUST CAPITAL PARTNERS LP

Date: May 1, 2006	By /S/ Gregg Hymowitz
	Gregg Hymowitz, managing member of EnTrust
	Partners LLC, general partner

	ENTRUST CAPITAL PARTNERS II LP

Date: May 1, 2006	By /S/ Gregg Hymowitz
	Gregg Hymowitz, managing member of EnTrust
	Partners LLC, general partner

	GREGG HYMOWITZ

Date: May 1, 2006	By /S/ Gregg Hymowitz

	MARK FIFE

Date: May 1, 2006	By /S/ Mark Fife

	MICHAEL HOROWITZ

Date: May 1, 2006	By /S/ Michael Horowitz

-----END PRIVACY-ENHANCED MESSAGE-----

Item 5.	Ownership of Five Percent or Less of a Class:

	Not Applicable.

Item 6.		Ownership of More than Five Percent on Behalf of Another Person:

		The Shares owned by EnTrust, Partners, Offshore, Waters Fund, Dedicated
	Fund, Partners Fund, Partners II Fund and Messrs. Hymowitz, Fife and Horowitz are beneficially owned by EnTrust (on behalf of numerous managed accounts advised by EnTrust), Partners (on behalf of Dedicated Fund, Partners Fund and Partners II Fund) and Offshore (on behalf of Waters Fund). EnTrust, Partners, Offshore, Waters Fund, Dedicated Fund, Partners Fund and Messrs. Hymowitz, Fife and Horowitz individually beneficially own less than 5% of the Shares. Each of EnTrust, Partners, Offshore, Waters Fund, Dedicated Fund, Partners Fund, Partners II Fund and Messrs. Hymowitz, Fife and Horowitz may be deemed to possess the power to vote and dispose or direct the disposition of the Shares.

Item 7.	Identification and Classification of Subsidiaries which Acquired the Security
	Being Reported on by the Parent Holding Company:

	Not Applicable.

Item 8.	Identification and Classification of Members of the Group:

	See Item 2 and Footnotes to Item 4.

Item 9.	Notice of Dissolution of Group:

	Not Applicable.

Item 10.		Certification:

		By signing below, I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.