-----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, G8gq/qW2CvyasHw0COpJku1VpCVsXAYbZVmilLwosnwBEUaGJLfD8TFJKW/aVJLw VRl8cWo7aFdqGmT4WMpQxQ== 0001104659-07-004192.txt : 20070124 0001104659-07-004192.hdr.sgml : 20070124 20070124144430 ACCESSION NUMBER: 0001104659-07-004192 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070124 DATE AS OF CHANGE: 20070124 GROUP MEMBERS: AVENUE CAPITAL MANAGEMENT II GENPAR, LLC GROUP MEMBERS: MARC LASRY 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: 07549355 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: Avenue Capital Management II, L.P. CENTRAL INDEX KEY: 0001317338 IRS NUMBER: 522258514 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 535 MADISON AVENUE STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-850-7519 MAIL ADDRESS: STREET 1: 535 MADISON AVENUE STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: Avenue Capital Management II, LLC DATE OF NAME CHANGE: 20050210 SC 13G 1 a07-1928_1sc13g.htm SC 13G

 

 

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

(Title of Class of Securities)

143436400

(CUSIP Number)

April 19, 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)

o

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

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 (however, see the Notes).

 



 

 

CUSIP No. 143436400

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Avenue Capital Management II, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

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
None.

 

6.

Shared Voting Power
1,057,600

 

7.

Sole Dispositive Power
None.

 

8.

Shared Dispositive Power
1,057,600

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,057,600

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
8.3%

 

 

12.

Type of Reporting Person (See Instructions)
IA

 

 

 

2



 

 

CUSIP No. 143436400

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Avenue Capital Management II GenPar, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

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
None.

 

6.

Shared Voting Power
1,057,600

 

7.

Sole Dispositive Power
None.

 

8.

Shared Dispositive Power
1,057,600

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,057,600

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
8.3%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

 

 

3



 

 

CUSIP No. 143436400

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Marc Lasry

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
None.

 

6.

Shared Voting Power
1,057,600

 

7.

Sole Dispositive Power
None.

 

8.

Shared Dispositive Power
1,057,600

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,057,600

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
8.3%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

 

 

4



 

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 Person Filing
See Cover Pages, item 1.

 

(b)

Address of Principal Business Office or, if none, Residence
c/o Avenue Capital Management II, L.P.
535 Madison Avenue, 15th Floor
New York, NY  10022

 

(c)

Citizenship
See Cover Pages, item 4.

 

(d)

Title of Class of Securities
Common Stock (including securities which represent a right to acquire Common Stock pursuant to Rule 13d-3(d)(1), if any)

 

(e)

CUSIP Number
143436400

 

Item 3.

Statement filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c):

 

 

 

·      Avenue Capital Management II, L.P. is filing as an investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)

·      Avenue Capital Management II GenPar, LLC is filing as a parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)

·      Marc Lasry is filing as a parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)

 

5



 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:*   

 

 

(b)

Percent of class:*   

 

 

(c)

Number of shares as to which the person has:*

 

 

 

(i)

Sole power to vote or to direct the vote   

 

 

 

(ii)

Shared power to vote or to direct the vote    

 

 

 

(iii)

Sole power to dispose or to direct the disposition of   

 

 

 

(iv)

Shared power to dispose or to direct the disposition of   

 

 

* See Cover Pages, items 5 through 11.

The approximate percentages of shares of Common Stock reported as beneficially owned by the Reporting Persons (as defined below) are based upon 12,744,372 shares of Common Stock outstanding, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2006.

The securities are held by Avenue Investments, L.P., a Delaware limited partnership, Avenue International, Ltd., a Cayman Islands exempted company, and Avenue Special Situations Fund IV, L.P., a Delaware limited partnership (collectively, the “Avenue Entities”).  Avenue Capital Management II, L.P., is an investment adviser to each of the Avenue Entities.  Avenue Capital Management II GenPar, LLC is the general partner of Avenue Capital Management II, L.P., and Marc Lasry is the Managing Member of Avenue Capital Management II GenPar, LLC.  Avenue Capital Management II, L.P., Avenue Capital Management II GenPar, LLC and Marc Lasry are collectively referred to as the “Reporting Persons” in this Schedule 13G.

 

Item 5.

Ownership of Five Percent (5%) or Less of a Class

If this statement is being filed to report the fact that, as of the date hereof, the reporting person has ceased to be the beneficial owner of more than five percent (5%) of the class of securities, check the following   o.

 

Not applicable.

 

Item 6.

Ownership of More than Five Percent (5%) on Behalf of Another Person

 

The Avenue Entities have the right to receive dividends in connection with their ownership of, and the proceeds of the sale of, the subject securities of Issuer as owned by such entities.  None of the Avenue Entities beneficially owns more than five percent (5%) of the class.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group

 

Not applicable.

 

Item 10.

Certification

 

By signing below, each of the undersigned certifies that, to the best of his or its individual knowledge and belief, the securities referred to above (i) were acquired, and are held, in the ordinary course of business, (ii) were not acquired, and are not held, for the purpose, or with the effect, of changing or influencing the control of the issuer of the securities, and (iii) were not acquired, and are not held, by the undersigned in connection with, or as a participant in, any transaction having the purpose or effect provided in the preceding subsection (ii).

 

6



SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement with respect to such entity or individual is true, complete and correct.

 

Dated: January 24, 2007

 

 

 

 

 

 

Avenue Capital Management II, L.P.

 

 

 

 

 

 

 

By:

Avenue Capital Management II GenPar, LLC

 

 

 

 

 

/s/ Marc Lasry

 

By:

Marc Lasry

 

Its:

Managing Member

 

 

 

 

 

 

 

Avenue Capital Management II GenPar, LLC

 

 

 

 

 

 

 

 

/s/ Marc Lasry

 

By:

Marc Lasry

 

Its:

Managing Member

 

 

 

 

 

 

 

 

/s/ Marc Lasry

 

Name:

Marc Lasry,

 

Capacity:

Individually

 

7


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