-----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, NKq9UqFC/7nzz6gVjmqi++gNrMLccaDNtG4LlUrZuOZjyJO+dysNcOEG65zpQlvc H7BY5fke+0KlcrnpZadSYw== 0001405086-08-000019.txt : 20080212 0001405086-08-000019.hdr.sgml : 20080212 20080212143638 ACCESSION NUMBER: 0001405086-08-000019 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080212 DATE AS OF CHANGE: 20080212 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37737 FILM NUMBER: 08597661 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/A 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/A 1 f00499421.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A (RULE 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. 1)* CARMIKE CINEMAS, INC. (NAME OF ISSUER) Common Stock (TITLE OF CLASS OF SECURITIES) 143436400 (CUSIP NUMBER) December 31, 2007 (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 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 13G PAGE 1 OF 3 PAGES 1. NAME OF REPORTING PERSONS Avenue Capital Management II GenPar, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (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 942,300 7. SOLE DISPOSITIVE POWER None. 8. SHARED DISPOSITIVE POWER 942,300 - -------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 942,300 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.3% 12. TYPE OF REPORTING PERSON IA CUSIP NO. 143436400 13G Page 2 of 3 Pages 1. NAME OF REPORTING PERSONS Avenue Capital Management II GenPar, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (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 942,300 7. SOLE DISPOSITIVE POWER None. 8. SHARED DISPOSITIVE POWER 942,300 - -------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 942,300 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.3% 12. TYPE OF REPORTING PERSON OO CUSIP NO. 143436400 13G Page 3 of 3 Pages 1. NAME OF REPORTING PERSONS Marc Lasry 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (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 942,300 7. SOLE DISPOSITIVE POWER None. 8. SHARED DISPOSITIVE POWER 942,300 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 942,300 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.3% 12. TYPE OF REPORTING PERSON IN 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) NAMES OF PERSONS FILING: See Cover Pages, item 1. (B) ADDRESS OR 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 NO.: 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). ITEM 4. OWNERSHIP 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 12,824,367 shares of Common Stock outstanding, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2007. The securities are held by Avenue Investments, L.P., a Delaware limited partnership, Avenue International Master, L.P., 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. 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. See Exhibit 99. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. ITEM 10. CERTIFICATIONS. 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 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. 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: February 12, 2008 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 JOINT FILING AGREEMENT Avenue Capital Management II GenPar, LLC, a Delaware limited liability company, Avenue Capital Management II, L.P., a Delaware limited partnership, and Marc Lasry, an individual, hereby agree to file jointly the statement on Schedule 13G/A to which this Agreement is attached and any amendments thereto which may be deemed necessary, pursuant to Regulation 13D-G under the Securities Exchange Act of 1934. It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness and accuracy of information concerning any other party unless such party knows or has reason to believe such information is inaccurate. It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to the statement on Schedule 13G/A, and any amendments thereto, filed on behalf of each of the parties hereto. Dated: February 12, 2008 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 INDEX TO EXHIBITS EXHIBIT 99 Identification of Subsidiary and Parent Holding Companies Exhibit 99 Avenue Capital Management II GenPar, LLC and Marc Lasry are each filing this Schedule pursuant to Rule 13d-1(b)(1)(ii)(G). Avenue Capital Management II GenPar, LLC is the general partner of Avenue Capital Management II, L.P., which is filing this Schedule pursuant to Rule 13d-1(b)(1)(ii)(E) as it is an investment adviser registered under the Investment Advisers Act of 1940, as amended. Marc Lasry is the Managing Member of Avenue Capital Management II GenPar, LLC. -----END PRIVACY-ENHANCED MESSAGE-----