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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
Carmike Cinemas, Inc.
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(Name of Issuer)
Common Stock, $0.03 par value
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(Title of class of securities)
143436400
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(CUSIP number)
Joseph A. Orlando
Vice President and Chief Financial Officer
LEUCADIA NATIONAL CORPORATION
315 Park Avenue South
New York, New York 10010
With a copy to:
Andrea A. Bernstein, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
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(Name, address and telephone number of person authorized
to receive notices and communications)
January 31, 2002
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 (the "Exchange Act") or otherwise subject to the liabilities of that
section of the Exchange Act but shall be subject to all other provisions of the
Exchange Act.
(Continued on following pages)
(Page 1 of 15 pages)
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NY2:\1122427\04\_22J04!.DOC\76830.0001
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CUSIP No. 143436400 13D
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1 NAME OF REPORTING PERSON: Leucadia Investors, Inc.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
------------------- -------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) [x]
------------------- -------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
------------------- -------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS: N/A
------------------- -------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_]
------------------- -------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: New York
------------------------------ ------- ------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
------- ------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 114,903 (see Items 5 and 6)
OWNED BY
------- ------------------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
------- ------------------------------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 114,903 (see Items 5 and 6)
------------------- -------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 114,903 (see Items 5 and 6)
------------------- -------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_]
------------------- -------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 1.3%
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14 TYPE OF REPORTING PERSON: CO
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Page 2 of 15
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CUSIP No. 143436400 13D
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1 NAME OF REPORTING PERSON: Leucadia, Inc.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
------------------- -------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) [x]
------------------- -------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
------------------- -------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS: N/A
------------------- -------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_]
------------------- -------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: New York
------------------------------ ------- ------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
------- ------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 114,903 (see Items 5 and 6)
OWNED BY
------- -------------------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
------- ------------------------------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 114,903 (see Items 5 and 6)
------------------- -------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 114,903 (see Items 5 and 6)
------------------- -------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_]
------------------- -------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 1.3%
------------------- -------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: CO
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Page 3 of 15
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CUSIP No. 143436400 13D
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------------------- -------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Leucadia National Corporation
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
------------------- -------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) [x]
------------------- -------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
------------------- -------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS: N/A
------------------- -------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_]
------------------- -------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: New York
------------------------------ ------- ------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: 886,667 (see Items 5 and 6)
SHARES
------- ------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 114,903 (see Items 5 and 6)
OWNED BY
------- ------------------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 886,667 (see Items 5 and 6)
REPORTING
------- ------------------------------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 114,903 (see Items 5 and 6)
------------------- -------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 1,001,570 (see Items 5 and 6)
------------------- -------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_]
------------------- -------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 11.1%
------------------- -------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: CO
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Page 4 of 15
Item 1. Security and Issuer.
This Statement relates to the common stock, $0.03 par value
per share, (the "Common Stock"), of Carmike Cinemas, Inc., a Delaware
corporation (the "Company"). The address of the principal executive office of
the Company is 1301 First Avenue, Columbus, Georgia 31901.
Item 2. Identity and Background.
(a)-(c) This Schedule 13D is being filed by Leucadia National
Corporation ("Leucadia") and its subsidiaries, Leucadia, Inc. ("LI") and
Leucadia Investors, Inc. ("LII"), a subsidiary of LI (collectively, "Beneficial
Owners"). As discussed in Item 6 below, the Beneficial Owners entered into a
Stockholders Agreement with certain other parties pursuant to which the
Beneficial Owners and the Other Signatories (as defined in Item 6 hereof)
agreed, among other things, to vote their shares of Common Stock for certain
designees to the Company's Board of Directors. The Beneficial Owners are making
this separate filing on Schedule 13D in accordance with Rule 13d-1(k)(2) under
the Securities Exchange Act of 1934, as amended, and the Beneficial Owners are
solely responsible for the information contained in this separate filing. The
Beneficial owners believe that the Other Signatories will file separate Schedule
13D's or Schedule 13G's, as the case may be, with respect to the Common Stock.
(a)-(c) LII is a New York corporation with its principal
office at 315 Park Avenue South, New York, New York 10010. LII is a holding
company for certain of Leucadia's investments. All of its common stock is owned
by LI.
LI is a New York corporation with its principal office at 315
Park Avenue South, New York, New York 10010. LI is a holding company through
which Leucadia conducts certain of its operations and holds certain investments.
All of its common stock is owned by Leucadia.
Leucadia is a New York corporation with its principal office
at 315 Park Avenue South, New York, New York 10010. Leucadia is a holding
company principally engaged in a variety of businesses, including banking and
lending, manufacturing, winery operations, real estate activities, precious
metals mining and property and casualty insurance. Approximately 34.8% of the
common shares of Leucadia outstanding at February 1, 2002 (including shares
issuable pursuant to currently exercisable warrants) is beneficially owned
(directly and through family members) by Ian M. Cumming, Chairman of the Board
of Directors of Leucadia, and by Joseph S. Steinberg, a director and President
of Leucadia (excluding an additional 2.0% of the common shares of Leucadia
beneficially owned by trusts for the benefit of Mr. Steinberg's children, as to
which Mr. Steinberg disclaims beneficial ownership). Private charitable
foundations independently established by each of Messrs. Cumming and Steinberg
each beneficially own less than one percent of the outstanding common shares of
Leucadia. Mr. Cumming and Mr. Steinberg each disclaim beneficial ownership of
the common shares of Leucadia held by their respective private charitable
foundation. Mr. Cumming and Mr. Steinberg have an oral agreement pursuant to
Page 5 of 15
which they will consult with each other as to the election of a mutually
acceptable Board of Directors of Leucadia.
The following information with respect to each executive
officer and director of the Beneficial Owners is set forth in Schedule A hereto:
(i) name, (ii) business address, (iii) citizenship, (iv) present principal
occupation or employment and (v) name of any corporation or other organization
in which such employment is conducted.
(d)-(f) During the last five years, none of the Beneficial
Owners and, to their knowledge, none of the other persons identified pursuant to
Paragraphs (a) through (c) of this Item 2, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or was a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws. To the knowledge of the Beneficial Owners,
each of the individuals identified pursuant to Paragraphs (a) through (c) of
this Item 2 is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
The information included in response to Item 4 is specifically
incorporated herein by reference.
Item 4. Purpose of the Transaction.
On January 4, 2002, the United States Bankruptcy Court for the
District of Delaware entered an order (the "Confirmation Order") confirming the
Company's Amended Joint Plan of Reorganization under Chapter 11 of the
Bankruptcy Code (the "Plan"), which became effective on January 31, 2002 (the
"Effective Date"). As of the Effective Date, the Company is governed by its
Amended and Restated Certificate of Incorporation (the "Restated Certificate"),
which provides that the Company's equity and debt securities issued and
outstanding immediately prior to the Effective Date are automatically cancelled
and extinguished. Based on information provided by the Company to the Beneficial
Owners, as of the Effective Date, 9,000,000 shares of Common Stock were issued
and outstanding.
Prior to consummation of the Plan, Leucadia held an aggregate
of $15,229,000 principal amount of the Company's 9-3/8% Senior Subordinated
Notes due 2009 and LII held 589,475 shares of the Company's Class A common
stock. Based on information provided by the Company, as of the Effective Date
upon consummation of the Plan, Leucadia received 886,667 shares of Common Stock
in exchange for its 9-3/8% Senior Notes and LII received 114,903 shares of
Common Stock in exchange for its Class A common stock.
The receipt of Common Stock by the Beneficial Owners in
exchange for holdings of Class A common stock and 9-3/8% Senior Notes occurred
by operation of law pursuant to the Plan, the Confirmation Order and the
Page 6 of 15
Restated Certificate, and without any contributions by the Beneficial Owners of
any new capital into the Company.
The foregoing summary of the Plan, the Confirmation Order and
the Restated Certificate is only a summary and is qualified in its entirety by
reference to the Plan (which was filed with the Securities and Exchange
Commission ("SEC") by the Company as Exhibit 99 to the Company's Current Report
on Form 8-K dated November 19, 2001), the Confirmation Order (which was filed
with the SEC by the Company as Exhibit 99.1 to the Company's Current Report on
Form 8-K dated January 22, 2002) and the Restated Certificate (which was filed
with the SEC by the Company as Exhibit 3.1 to the Company's Amendment to Form
8-A dated January 31, 2002).
The Beneficial Owners hold the Common Stock to obtain the
opportunity to profit from its investment in the Company. The Beneficial Owners
will monitor their interest in the Company with a view towards maximizing the
value of their investment. As described in Item 6 below, Ian M. Cumming,
Chairman of the Board of Directors of Leucadia, has been elected as a director
of the Company.
The Beneficial Owners may, from time to time, acquire
additional shares of the Common Stock (subject to the availability of shares at
prices deemed favorable by the Beneficial Owners), dispose of shares of Common
Stock (subject to the transfer restrictions contained in the Stockholders
Agreement described in Item 6), engage in discussions with other stockholders or
third parties or some combination of the foregoing.
Although the foregoing represents the possible activities
presently contemplated by the Beneficial Owners with respect to the Company and
the Common Stock, it should be noted that the possible activities of the
Beneficial Owners are subject to change at any time and there is no assurance
that the Beneficial Owners will actually undertake any of the foregoing.
Additional information is included in the response to Item 6
of this Schedule 13D, which Item is incorporated herein by reference.
Except as set forth above, the Beneficial Owners have no
present plans or intentions which would result in or relate to any of the
transactions described in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
Item 5. Interest in Securities of the Issuer.
(a) As of the Effective Date of the Plan, the Beneficial
Owners beneficially owned the following shares of Common Stock:
(i) Based on information provided to the Beneficial Owners by
the Company, LII is the direct owner of 114,903 shares of Common Stock
representing approximately 1.3% of the 9,000,000 shares of Common Stock of the
Company outstanding after giving effect to issuances of Common Stock pursuant to
the Plan (the "Outstanding Shares").
Page 7 of 15
(ii) By virtue of its ownership of all of the
outstanding shares of LII, LI is, for the purposes of this Schedule 13D, a
beneficial owner of all of the shares of Common Stock beneficially owned by LII.
(iii) Based on information provided to the Beneficial
Owners by the Company, Leucadia is the direct owner of 886,667 shares of Common
Stock representing approximately 9.9% of the Outstanding Shares. By virtue of
its ownership of all of the outstanding shares of LI, Leucadia is, for the
purposes of this Schedule 13D, a beneficial owner of all of the shares of Common
Stock beneficially owned by LI.
(b) Items 5(a) and 6 are incorporated herein by reference. By
virtue of the Stockholders Agreement, the Signing Stockholders may be deemed to
be part of a "group" for purposes of Section 13(d) of the Act, whose members
collectively hold more than 5% of the Company's Common Stock. Each Beneficial
Owners disclaims its membership in such group and disclaims beneficial ownership
of any shares of stock held by any Other Signatories attributed to them by
reason of the Stockholders Agreement. The filing of this Schedule 13D shall not
be construed as an admission that any Beneficial Owner is the beneficial owner
of such shares or that the Beneficial Owners and any of such other stockholders
constitute such a group or "person" for purposes of Section 13(d)(3) of the Act.
(c) Except as set forth above, none of the Beneficial Owners,
nor to the best of their knowledge, any of their executive officers or
directors, has effected any transaction in any securities of the Company during
the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
On the Effective Date, the Company entered into a
stockholders' agreement (the "Stockholders Agreement"), with the following
persons: Michael W. Patrick; GS Capital III, L.P., GS Capital Partners III
Offshore, L.P., Goldman Sachs & Co. Verwaltungs GMBH, Bridge Street Fund 1998,
L.P., Stone Street Fund 1998, L.P. (the "Goldman Entities"); The Jordan Trust,
TJT(B) and TJT(B) (Bermuda) Investment Company LTD. (the "Jordan Entities");
David W. Zalaznick and Barbara Zalaznick, JT TEN ( the "Zalaznicks"); and
Leucadia and LII. Mr. Patrick, the Goldman Entities, the Jordan Entities and the
Zalaznicks collectively shall be referred to herein as the "Other Signatories";
Leucadia and LII, together with the Other Signatories, shall be referred to
herein as the "Signing Stockholders."
Pursuant to the Stockholders Agreement, the Signing
Stockholders agreed to vote their shares, during the term of the agreement, in a
manner necessary to elect the following individuals to the Company's board of
directors: (a) the Chief Executive Officer ("CEO") of the Company; (b) Carl
Patrick, Jr., subject to certain conditions; (c) three members designated by
Page 8 of 15
Jordan/Zalaznick Advisers, Inc. ("JZA"), at least one of whom shall be an
Independent Director (as defined below); provided, that for purposes of such
designee, affiliates of Leucadia shall be deemed an Independent Director; (d)
four members designated by GS Capital Partners III, L.P., at least one of whom
shall be an Independent Director; and (e) an individual designated by the CEO
and approved by a majority of the members of the Company's board of directors
who, if elected, will qualify as an Independent Director. In the Stockholders
Agreement, an "Independent Director" means a person that (a) holds less than 5%
of the capital stock of the Company and (b) is not an affiliate of a person who
holds 5% or more of the capital stock of the Company and (c) is not an officer
or employee of the Company. JZA is not a Signing Stockholder. The Stockholders
Agreement also contains other provisions governing the voting of the Common
Stock.
In accordance with its rights under the Stockholders'
Agreement, JZA designated Ian M. Cumming, Chairman of the Board of Directors of
Leucadia, as one of its designees to the Board of Directors of the Company. As a
result, Mr. Cumming was elected as an Independent Director of the Company. JZA
is owned by John W. Jordan, II and David W. Zalaznick. Although Leucadia is not
a stockholder of JZA, Leucadia or its subsidiaries provide consulting services
to JZA for a fee and Mr. Cumming and Joseph S. Steinberg, a director and
President of Leucadia, are directors of JZA. In addition, Mr. Jordan, Mr.
Zalaznick and LI are members of The Jordan Company LLC.
The Stockholders Agreement restricts each Signing
Stockholder's ability to transfer the Common Stock for twenty five months
commencing on the Effective Date.
The Stockholders Agreement may be amended only upon the
written agreement executed by the Signing Stockholders (and/or their permitted
transferees that have agreed to be bound by the terms of the Stockholders
Agreement) holding at least 66.7% of the capital stock of the Company owned by
all of the Signing Stockholders (and any permitted transferees) at such time.
The Stockholders Agreement terminates twenty-five months after the Effective
Date, unless earlier terminated by written agreement executed by the Signing
Stockholders (and/or their permitted transferees that have agreed to be bound by
the terms of the Stockholders Agreement) holding at least 66.7% of the capital
stock of the Company owned by all of the Signing Stockholders (and any permitted
transferees) at such time.
In addition, pursuant to a registration rights agreement,
dated as of the Effective Date, among the Company and the Signing Stockholders
(the "Registration Rights Agreement"), subject to certain exceptions, the
Signing Stockholders who hold registrable securities (the "Holders") have the
right to require the Company to register under the Securities Act of 1933, as
amended, all or a part of the registrable securities held by such requesting
Holders, provided that the number of shares sought to be included in such
registration equals or exceeds, in the aggregate, 10% or more of the shares of
Common Stock then issued and outstanding (calculated on a fully diluted basis).
Holders are entitled to an unlimited number of such demand registrations
provided that the 10% requirement described in the foregoing sentence can be
satisfied. In addition, subject to certain exceptions, Holders have the right to
demand (an unlimited number of times) inclusion of registrable securities that
Page 9 of 15
such Holders beneficially own in registrations by the Company of securities for
its own account or the account of a selling security holder.
The Registration Rights Agreement provides that Holders shall
be subject to the transfer restrictions in the Stockholders Agreement (as
summarized above).
The foregoing summary descriptions do not purport to be
complete and are qualified in their entirety by reference to the Stockholders
Agreement and the Registration Rights Agreement which are filed as Exhibits 2
and 3, respectively, hereto and incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
1. Agreement among the Beneficial Owners with respect to the
filing of this Schedule 13D.
2. Stockholder's Agreement, dated January 31, 2002, by and
among Carmike and the signing stockholders (filed as Exhibit 99.2 to Amendment
No. 1 to the Schedule 13D of Goldman, Sachs & Co., et al, relating to the
Company's Common Stock, filed February 8, 2002 (the "Goldman, Sachs Schedule
13D")).*
3. Registration Rights Agreement, dated January 31, 2002, by
and among Carmike and the signing stockholders (filed as Exhibit 99.3 to the
Goldman, Sachs Schedule 13D).*
-----------------------
* Incorporated herein by reference
Page 10 of 15
SIGNATURE
---------
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.
Dated: February 11, 2002
LEUCADIA NATIONAL CORPORATION
/S/ JOSEPH A. ORLANDO
-----------------------------------
BY: JOSEPH A. ORLANDO
Title: Vice President
LEUCADIA, INC.
/S/ JOSEPH A. ORLANDO
-----------------------------------
BY: JOSEPH A. ORLANDO
Title: Vice President
LEUCADIA INVESTORS, INC.
/S/ JOSEPH A. ORLANDO
-----------------------------------
BY: JOSEPH A. ORLANDO
Title: Vice President
Page 11 of 15
SCHEDULE A
Additional Information Concerning the Leucadia Parties
Directors and Executive Officers of the Leucadia Parties
--------------------------------------------------------
Set forth below are the name, business address, present
principal occupation or employment of each director and executive officer of the
Leucadia Parties. To the knowledge of the Beneficial Owner, each person listed
below is a United States citizen. Unless otherwise indicated, the business
address of each person named below is c/o Leucadia National Corporation, 315
Park Avenue South, New York, New York 10010.
For purposes of this schedule, Leucadia is "(a)", LI is "(b)"
and LII is "(c)".
Director- Principal Occupation or
Name and Business Address ships Offices Employment
------------------------- ----- ------- -----------------------
Ian M. Cumming (a), (b) and Chairman of the Board of Chairman of the Board of (a)
Leucadia National (c) (a) and (b)
Corporation
529 E. South Temple
Salt Lake City
Joseph S. Steinberg (a), (b) and President of (a), (b) President of (a)
(c) and (c)
Paul M. Dougan (a) -- President and Chief Executive
c/o Equity Oil Company Officer of Equity Oil Company
10 West 300 South (a company engaged in oil and
Salt Lake City, Utah gas exploration and
production)
Lawrence D. Glaubinger (a) -- Private investor; President
c/o Stern & Stern of Lawrence Economic
Industries, Inc. Consulting Inc. (a management
708 Third Avenue consulting firm)
New York, N.Y.
James E. Jordan (a) -- Private investor
c/o The Jordan Company
9 West 57th St.
New York, N.Y. 10019
Jesse Clyde Nichols, III (a) -- Private investor
c/o Nichols Industries,
Inc.
5001 E. 59th St.
Kansas City, Mo. 64130
Page 12 of 15
Director- Principal Occupation or
Name and Business Address ships Offices Employment
------------------------- ----- ------- -----------------------
Thomas E. Mara (b) and (c) Executive Vice President Executive Vice President and
and Treasurer of (a) and Treasurer of (a)
(b), Executive Vice
President of (c)
Joseph A. Orlando (c) Vice President and Chief Vice President and Chief
Financial Officer of (a) Financial Officer of (a)
and (b), Vice President
and Treasurer of (c)
Mark Hornstein -- Vice President of (a) Vice President of (a)
and (b)
Barbara L. Lowenthal -- Vice President and Vice President and
Comptroller of (a) and Comptroller of (a)
(b)
Corrine A. Maki -- Assistant Secretary of Accountant of (a)
(a) and Vice President
of (b)
John Rosenberger -- Vice President of (b) President of Plastics
Division of (b)
Laura E. Ulbrandt -- Secretary of (a), (b) Secretary of (a)
and (c)
Page 13 of 15
EXHIBIT INDEX
Exhibit No. Description Page No.
----------- ----------- --------
1 Agreement among the Beneficial Owners with respect to the filing of 15
this Schedule 13D.
2 Stockholder's Agreement, dated January 31, 2002, by and among Carmike
and the signing stockholders (filed as Exhibit 99.2 to Amendment No. 1
to the Schedule 13D of Goldman, Sachs & Co., et al, relating to the
Company's Common Stock, filed February 8, 2002 (the "Goldman, Sachs
Schedule 13D")).*
3 Registration Rights Agreement, dated January 31, 2002, by and among
Carmike and the signing stockholders (filed as Exhibit 99.3 to the
Goldman, Sachs Schedule 13D).*
-----------------------
* Incorporated herein by reference
Page 14 of 15
AGREEMENT
This will confirm that the agreement by and among all of the
undersigned that the Schedule 13D is filed on or about this date with respect to
the beneficial ownership of the undersigned shares of the common stock of
Carmike Cinemas, Inc. is being filed on behalf of each of the entities named
below. This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
Dated: February 11, 2002
LEUCADIA NATIONAL CORPORATION
LEUCADIA, INC.
LEUCADIA INVESTORS, INC.
/s/ Joseph A. Orlando
--------------------------------------------
By: Joseph A. Orlando
Title: Vice President of each of Leucadia
National Corporation, Leucadia, Inc.
and Leucadia Investors, Inc.
Page 15 of 15