Exhibit 99.2
CARMIKE CINEMAS, INC.
STOCKHOLDERS' AGREEMENT
This Stockholders' Agreement (this "AGREEMENT") is made and entered into
as of January 31, 2002, (the "EFFECTIVE DATE") by and among Carmike Cinemas,
Inc., a Delaware corporation (the "COMPANY"), and the other parties signatory
hereto (the "SIGNING STOCKHOLDERS").
W I T N E S S E T H:
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WHEREAS, pursuant to the disclosure statement filed in connection with
the Company's Joint Plan of Reorganization under chapter 11 of title 11 of the
United States Code for the Company, et al., as confirmed on January 3, 2002 by
order of the United States Bankruptcy Court for the District of Delaware, which
provides among other things, that (a) the Company shall enter into an agreement
with the Signing Stockholders to provide for certain rights and obligations
between and among them and subsequent holders of the Company's securities with
respect to the Company; and
WHEREAS, the Company and the Signing Stockholders, wish to enter into
this Agreement to provide for certain rights and obligations between and among
them and certain subsequent holders of the Company's securities with respect to
the Company;
NOW, THEREFORE, in consideration of the premises and mutual agreements,
covenants and provisions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1. Election of Board of Directors.
1.1 Voting; Board Composition. During the term of this Agreement,
each Signing Stockholder agrees to vote all shares of capital stock of the
Company (the "STOCK") now or hereafter directly or indirectly owned (of record
or beneficially) by such Signing Stockholder, in such manner as may be necessary
to elect (and maintain in office) the members of the Company's Board of
Directors, as follows:
(a) one (1) member of the Board of Directors shall be the Chief
Executive Officer of the Company (the "CEO");
(b) one (1) member of the Board of Directors shall be Xxxx
Xxxxxxx, Xx., provided that (i) Xxxx Xxxxxxx, Xx. continues to own at least
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50.01% of the shares of Stock that he owns as of the date hereof, (ii)
Xxxxxxx X. Xxxxxxx is CEO, and (iii) Xxxxxxx X. Xxxxxxx does not request Xxxx
Xxxxxxx, Xx.'s removal from the Board of Directors;
(c) three (3) members of the Board of Directors shall be
designated from time to time in a writing delivered to the Company and signed
by Jordan/Zalaznick Advisers, Inc. ("JORDAN/ZALAZNICK"), provided that at
least one of such designees shall be an independent director, which shall be
defined as anyone who is not a holder of 5% or more of the capital stock of
the Company or an Affiliate (as defined below) of such holder or an officer
or employee of the Company (an "INDEPENDENT DIRECTOR"); provided, further,
that for purposes of Jordan/Zalaznick designating any Board Designee (as
defined below) pursuant to this Agreement, Affiliates of Leucadia National
Corporation shall be deemed an Independent Director;
(d) four (4) members of the Board of Directors shall be designated
from time to time in a writing delivered to the Company and signed by The
GS Capital Partners III, L.P. ("XXXXXXX XXXXX"), provided that at least one
of such designees shall be an Independent Director; and
(e) one (1) member of the Board of Directors, who shall be an
Independent Director, shall be designated from time to time in a writing
delivered to the Company and signed by the CEO and approved by a majority of
the members of the Board of Directors; and
For purposes of this Agreement: (i) any individual who is designated for
election to the Company's Board of Directors pursuant to the foregoing
provisions of this Section 1.1 is hereinafter referred to as a "BOARD DESIGNEE";
(ii) any individual, entity, or group of individuals and/or entities who has the
right to designate one (1) or more Board Designees for election to the Company's
Board of Directors pursuant to the foregoing provisions of this Section 1.1 is
hereinafter referred to as a "DESIGNATOR" or as "DESIGNATORS," as applicable;
and (iii) the term "AFFILIATE" shall have such meaning ascribed to it under
Rule 12b-2 of the Securities Exchange Act of 1934.
1.2 Initial Board Composition. Initially, the Board of Directors
shall consist of ten directors, at least three of whom shall be Independent
Directors, and each director shall be designated as prescribed in Section 1.1.
1.3 Changes in Board Designees. From time to time during the term of
this Agreement, a Designator or Designators may, in its or their sole
discretion:
(a) elect to remove from the Company's Board of Directors any
incumbent Board Designee who occupies a Board seat for which such Designator
or Designators are entitled to designate the Board Designee under Section
1.1; and/or
(b) designate a new Board Designee for election to a Board seat
for which such Designator or Designators are entitled to designate the Board
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Designee under Section 1.1 (whether to replace a prior Board Designee or to
fill a vacancy in such Board seat);
provided such removal and/or designation of a Board Designee is approved in a
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writing that is delivered to the Company and signed by Designators who are
entitled to designate such Board Designee under Section 1.1, in which case such
election to remove a Board Designee and/or elect a new Board Designee will be
binding on all such Designators. In the event of such a removal and/or
designation of a Board Designee under this Section 1.3, the Signing Stockholders
shall vote their shares of the Company's capital stock as provided in Section
1.1 to cause: (a) the removal from the Company's Board of Directors of the
Board Designee or Designees so designated for removal by the appropriate
Designator or Designators; and (b) the election to the Company's Board Directors
of any new Board Designee or Designees so designated for election to the
Company's Board of Directors by the appropriate Designator or Designators.
1.4 Removal of Board Designees Upon Transfer. In the event that this
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Agreement is amended at any time to permit transfers other than as currently
contemplated herein or if the effectiveness of this Agreement is extended beyond
the 25th month from the date hereof, then upon each transfer or transfers by
Xxxxxxx Sachs or any of its Affiliates that results in Xxxxxxx Xxxxx and any of
its Affiliates transferring an aggregate of 25% of the shares of Stock it holds
as of the date hereof (such transfer, a "25% TRANSFER") since the last 25%
Transfer, if any, the number of Board Designees Xxxxxxx Sachs shall be entitled
to designate pursuant to Section 1.1 shall decrease by one and one Board
Designee of Xxxxxxx Xxxxx shall be removed from the Board of Directors each time
a 25% Transfer occurs, provided that the first such Board Designee of Xxxxxxx
Sachs to be removed shall be the Independent Director designated by Xxxxxxx
Xxxxx and thereafter none of the directors designated by Xxxxxxx Sachs shall be
required to be Independent Directors, provided, further, that upon Xxxxxxx Xxxxx
and its Affiliates ceasing to hold at least 2% of the shares of then issued and
outstanding Stock, Xxxxxxx Sachs shall no longer have the right to designate any
Board Designees. Upon each transfer or transfers by Jordan/Zalaznick or any of
its Affiliates that results in Jordan/Zalaznick and any of its Affiliates
transferring an aggregate of 33.33% of the shares of Stock it holds as of the
date hereof (such transfer, a "33.33% TRANSFER") since the last 33.33% Transfer,
if any, the number of Board Designees Jordan/Zalaznick shall be entitled to
designate pursuant to Section 1.1 shall decrease by one and one Board Designee
of Jordan/Zalaznick shall be removed from the Board of Directors each time a
33.33% Transfer occurs and upon the removal of the Independent Director
designated by Jordan/Zalaznick as a result of a 33.33% Transfer, none of the
directors designated by Jordan/Zalaznick shall be required thereafter to be
Independent Directors, provided that upon Jordan/Zalaznick and its Affiliates
ceasing to hold at least 2% of the shares of then issued and outstanding Stock,
Jordan/Zalaznick shall no longer have the right to designate any Board
Designees. The remaining members of the Board of Directors shall by a majority
vote either reduce the number of directors up to such number of removed
directors, who are not Independent Directors, or elect new directors to fill
such vacancies;
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provided that any vacancy created by the removal of an Independent Director or
any other director shall be filled by an Independent Director selected by a
majority of the remaining members of the Board of Directors.
1.5 Notice; Voting. The Company shall promptly give each of the
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Signing Stockholders written notice of any proposal by a Designator or
Designators to remove or elect a new Board Designee. In any election of
directors pursuant to this Section 1, the Signing Stockholders shall vote their
shares in a manner sufficient to elect to the Company's Board of Directors the
individuals to be elected thereto as provided in this Section 1.
1B. APPROVAL OF 2002 STOCK PLAN. At an annual or any special meeting of
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the stockholders of the Company held within twelve (12) months of the Effective
Date, each Signing Stockholder agrees to vote the Stock now or hereafter
directly or indirectly owned (of record or beneficially) by such Signing
Stockholder in such manner as may be necessary to approve the Carmike Cinemas,
Inc. 2002 Stock Plan (the "2002 Stock Plan") presented to the stockholders of
the Company at such meeting for consideration.
1C. APPROVAL OF EMPLOYMENT AGREEMENT. Each Signing Stockholder agrees to
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support affirmative action whether by the Company's directors or officers with
respect to, and if presented for action by the Company's stockholders to vote
the Stock now or hereafter directly or indirectly owned (of record or
beneficially) by such Signing Stockholder in such manner as may be necessary or
appropriate to approve and implement the terms of, the Employment Agreement
between the Company and Xxxxxxx X. Xxxxxxx.
2. FURTHER ASSURANCES. Each of the Signing Stockholders and the Company
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agree not to vote any shares of Company's capital stock, or to take any other
actions, that would in any manner defeat, impair, be inconsistent with or
adversely affect the stated intentions of the parties under Sections 1, 1B and
1C of this Agreement.
3. LOCK-UP. The Signing Stockholders hereby agree that for the period
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commencing on the Effective Date and ending twenty-five months thereafter, they
shall not (individually or collectively) directly or indirectly sell, offer to
sell, contract to sell (including, without limitation, any short sale or any
other transaction intended to diminish risk of loss), grant any option to
purchase or otherwise transfer or dispose of (any such act, "TRANSFER") any
interest in any shares of Stock, other than:
(a) pursuant to an Extraordinary Transaction approved by the
Board of Directors. An "EXTRAORDINARY TRANSACTION" means any
transaction involving any agreement, plan or proposal involving any
(i) sale of capital stock of the Company (the "CAPITAL STOCK"), merger,
consolidation, recapitalization or other transaction that, if
consummated in accordance with its terms, that would result in the
holders of the voting Capital Stock of the Company immediately
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prior to such sale of Capital Stock, merger, consolidation,
recapitalization or other transaction holding less than 50% of the
outstanding voting rights of the outstanding securities (on a fully
diluted basis) of the resulting entity arising out of such merger,
consolidation, recapitalization or other transaction or (ii) the sale
of all or substantially all of the assets of the Company and
subsidiaries on a consolidated basis; or
(b) a Transfer (i) to a corporation or other entity that,
directly or indirectly, owns all of the equity securities of the
Signing Stockholder (a "PARENT COMPANY"), (ii) to another corporation
or entity all of the equity securities of which are directly or
indirectly owned by the Signing Stockholder or a Parent Company (which
corporation or entity shall continue to satisfy this clause (ii) for
the remainder of such restricted period), or (iii) in the case of an
individual Signing Stockholder, to a member of the "family" within the
meaning of section 318(a)(1) of the Tax Code (which generally, but not
always, includes the spouse, children, grandchildren and parents) of
the individual Signing Stockholder that owned such shares on the
Effective Date; provided that any transferee, upon receipt of Stock
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pursuant to this subsection 4(b), shall execute a signature page to
this Agreement, thereby being bound by its terms and conditions and
entitled to its benefits.
In order to enforce the foregoing covenant, the Company may impose
stop-transfer instructions with respect to the Stock of each Signing Stockholder
(and the shares or securities of every other person subject to the foregoing
restriction) until the end of such period. Any transfer in violation of this
Section 3 shall be deemed invalid.
4. TRANSFEREES; TRANSFERORS; LEGENDS ON CERTIFICATES.
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4.1 Effect on Transferees. A permitted transferee or assignee of any
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shares of Capital Stock from any Signing Stockholders that is not an Affiliate
or family member of such Signing Stockholder shall not be bound by or subject to
the terms and conditions of this Agreement.
4.2 Transferors. Upon the transfer of 100% of the Stock held by a
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Signing Stockholder and its Affiliates, such Signing Stockholder shall no longer
be bound by or subject to the terms and conditions of this Agreement.
4.3 Legend. The Signing Stockholders agree that all Company share
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certificates now or hereafter held by them that represent shares of capital
stock of the Company subject to this Agreement will be stamped or otherwise
imprinted with a legend to read as follows:
THE SHARES OF COMMON STOCK EVIDENCED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE
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SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD,
OFFERED FOR SALE OR OTHERWISE TRANSFERRED UNLESS REGISTERED
OR QUALIFIED UNDER SAID ACT AND APPLICABLE STATE SECURITIES
LAWS OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO IT THAT SUCH REGISTRATION OR
QUALIFICATION IS NOT REQUIRED.
THE SHARES OF COMMON STOCK EVIDENCED BY THIS CERTIFICATE ARE
SUBJECT TO AGREEMENTS AND RESTRICTIONS WITH REGARD TO THE
VOTING OF SUCH SHARES AND THEIR TRANSFER, AS PROVIDED IN THE
PROVISIONS OF A STOCKHOLDERS' AGREEMENT, A COPY OF WHICH IS
ON FILE IN THE OFFICE OF THE SECRETARY OF THE COMPANY.
5. ENFORCEMENT OF AGREEMENT. Each of the Signing Stockholders
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acknowledges and agrees that any breach by any of them of this Agreement shall
cause the other Signing Stockholders irreparable harm which may not be
adequately compensable by money damages. Accordingly, in the event of a breach
or threatened breach by a Signing Stockholder of any provision of this
Agreement, the Company and each of the other Signing Stockholders shall each be
entitled to the remedies of specific performance, injunction or other
preliminary or equitable relief, including the right to compel any such
breaching Signing Stockholder, as appropriate, to vote such Signing Stockholder'
shares of capital stock of the Company in accordance with the provisions of this
Agreement, in addition to such other rights remedies as may be available to the
Company or any Signing Stockholder for any such breach or threatened breach,
including but not limited to the recovery of money damages.
6. TERM. This Agreement shall commence on the Effective Date and
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shall terminate upon the first to occur of the following:
(a) the execution of a written agreement terminating this
Agreement by and among the Signing Stockholders (and/or their
permitted transferees that have agreed to be bound by this agreement)
holding at least 66.67% of the shares of the issued and outstanding
Stock held by all of the Signing Stockholders (and permitted
transferees that have agreed to be bound by this Agreement) at such
time; or
(b) twenty-five months after the Effective Date.
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7. GENERAL PROVISIONS.
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7.1 Notices. Any and all notices required or permitted to be given to
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a party pursuant to the provisions of this Agreement will be in writing and will
be effective and deemed to provide such party sufficient notice under this
Agreement on the earliest of the following: (i) at the time of personal
delivery, if delivery is in person; (ii) one (1) business day after deposit with
an express overnight courier for United States deliveries, or two (2) business
days after such deposit for deliveries outside of the United States, with proof
of delivery from the courier requested; or (iii) three (3) business days after
deposit in the United States mail by certified mail (return receipt requested)
for United States deliveries.
All notices for delivery outside the United States will be sent by
express courier. All notices not delivered personally will be sent with postage
and/or other charges prepaid and properly addressed to the party to be notified
at the address as follows, or at such other address as such other party may
designate by one of the indicated means of notice herein to the other parties
hereto as follows:
(a) if to a Signing Stockholder, at such Signing Stockholder's
respective address as set forth on Exhibit A hereto.
(b) if to the Company, marked "Attention: President," 0000 0xx
Xxxxxx, Xxxxxxxx, Xxxxxxx 00000.
7.2 Entire Agreement. This Agreement and the documents referred to
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herein, together with all the Exhibits hereto, constitute the entire agreement
and understanding of the parties with respect to the subject matter of this
Agreement, and supersede any and all prior understandings and agreements,
whether oral or written, between or among the parties hereto with respect to the
specific subject matter hereof.
7.3 Aggregation of Stock. All shares of Stock held or acquired by
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affiliated entities or persons shall be aggregated together for the purpose of
determining the availability of any rights under this Agreement.
7.4 Governing Law. This Agreement will be governed by and construed
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in accordance with the laws of the State of Delaware, without giving effect to
that body of laws pertaining to conflict of laws.
7.5 Severability. If any provision of this Agreement is determined by
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any court or arbitrator of competent jurisdiction to be invalid, illegal or
unenforceable in any respect, such provision will be enforced to the maximum
extent possible given the intent of the parties hereto. If such clause or
provision cannot be so enforced, such provision shall be stricken from this
Agreement and the remainder of this Agreement shall be enforced as if such
invalid, illegal or unenforceable clause or provision had (to the extent not
enforceable) never been contained in this Agreement. Notwithstanding the
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foregoing, if the value of this Agreement based upon the substantial benefit of
the bargain for any party is materially impaired, which determination as made by
the presiding court or arbitrator of competent jurisdiction shall be binding,
then both parties agree to substitute such provision(s) through good faith
negotiations.
7.6 Third Parties. Nothing in this Agreement, express or implied, is
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intended to confer upon any person, other than the parties hereto and their
successors and assigns, any rights or remedies under or by reason of this
Agreement.
7.7 Successors And Assigns. Except as otherwise provided in this
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Agreement, this Agreement, and the rights and obligations of the parties
hereunder, will be binding upon and inure to the benefit of their respective
successors, assigns, heirs, executors, administrators and legal representatives.
7.8 Titles and Headings. The titles, captions and headings of this
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Agreement are included for ease of reference only and will be disregarded in
interpreting or construing this Agreement. Unless otherwise specifically
stated, all references herein to "sections" and "exhibits" will mean "sections"
and "exhibits" to this Agreement.
7.9 Counterparts. This Agreement may be executed in any number of
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counterparts, each of which when so executed and delivered will be deemed an
original, and all of which together shall constitute one and the same agreement.
7.10 Further Assurances. The parties agree to execute such further
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documents and instruments and to take such further actions as may be reasonably
necessary to carry out the purposes and intent of this Agreement.
7.11 Facsimile Signatures. This Agreement may be executed and
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delivered by facsimile and upon such delivery the facsimile signature will be
deemed to have the same effect as if the original signature had been delivered
to the other party.
7.12 Amendment and Waivers. Subject to Section 7.13 below, this
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Agreement may be amended, modified, supplemented or waived only by a written
agreement executed by and among the Signing Stockholders (and/or their permitted
transferees that have agreed to be bound by this agreement) holding at least
66.67% of the shares of the issued and outstanding Stock held by all of the
Signing Stockholders (and permitted transferees that have agreed to be bound by
this Agreement) at such time. Any amendment effected in accordance with this
section will be binding upon all parties hereto and each of their respective
successors and assigns. No delay or failure to require performance of any
provision of this Agreement shall constitute a waiver of that provision as to
that or any other instance. No waiver granted under this Agreement as to any
one provision herein shall constitute a subsequent waiver of such provision or
of any other provision herein, nor shall it constitute the waiver of any
performance other than the actual performance specifically waived.
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7.13 Additional Parties. Additional future stockholders of the Company
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may, at the direction of the Signing Stockholders, be added as Signing
Stockholders under this Agreement, thereby being bound by its terms and
conditions and entitled to its benefits, upon the execution by such future
stockholders of a separate signature page to such effect and without obtaining
the consent of Signing Stockholders (and/or their permitted transferees that
have agreed to be bound by this agreement) holding at least 66.67% of the shares
of the issued and outstanding Stock held by all of the Signing Stockholders (and
permitted transferees that have agreed to be bound by this Agreement) at such
time.
IN WITNESS WHEREOF, this Agreement has been executed as of the date and
year first above written.
THE COMPANY
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CARMIKE CINEMAS, INC.
By:/s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
SIGNING STOCKHOLDERS
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XXXXXXX X. XXXXXXX, as an individual
By: /s/ Xxxxxxx X. Xxxxxxx
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GS CAPITAL PARTNERS III, L.P.
By: GS Advisors III, L.L.C.,
Its General Partner
By: /s/ Xxxxxxxxx X. Xxxxxxx
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Name: Xxxxxxxxx X. Xxxxxxx
Title: Vice President
GS CAPITAL PARTNERS III OFFSHORE, L.P.
By: GS Advisors III, L.L.C.,
Its General Partner
By: /s/ Xxxxxxxxx X. Xxxxxxx
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Name: Xxxxxxxxx X. Xxxxxxx
Title: Vice President
XXXXXXX XXXXX & CO. VERWALTUNGS GMBH
By:
By: /s/ Xxxxxxxxx X. Xxxxxxx
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Name: Xxxxxxxxx X. Xxxxxxx
Title: Attorney-in-fact
0
XXXXXX XXXXXX XXXX 0000, L.P.
BY: Stone Street 1998, L.L.C.,
Its General Partner
By: /s/ Xxxxxxxxx X. Xxxxxxx
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Name: Xxxxxxxxx X. Xxxxxxx
Title: Vice President
STONE STREET FUND 1998, L.P.
BY: Xxxxx Xxxxxx 0000, X.X.X.
Its General Partner
By: /s/ Xxxxxxxxx X. Xxxxxxx
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Name: Xxxxxxxxx X. Xxxxxxx
Title: Vice President
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THE JORDAN TRUST
By: /s/ Xxxx X. Xxxxxx XX
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Name: Xxxx X. Xxxxxx XX
Title: Trustee
TJT(B)
By: /s/ Xxxx X. Xxxxxx XX
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Name: Xxxx X. Xxxxxx XX
Title: Trustee
TJT(B) (BERMUDA) INVESTMENT COMPANY LTD.
By: /s/ Xxxx X. Xxxxxx XX
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Name: Xxxx X. Xxxxxx XX
Title: President
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XXXXX X. XXXXXXXXX AND XXXXXXX
XXXXXXXXX, JT TEN
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
Title: Trustee
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LEUCADIA INVESTORS, INC.
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Vice President
LEUCADIA NATIONAL CORPORATION
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Vice President and
Chief Financial Officer
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EXHIBIT A
Signing Stockholders
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NAME & ADDRESS
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Xxxxxxx X. Xxxxxxx
c/o Carmike Cinemas, Inc.
Carmike Plaza
0000 Xxxxx Xxxxxx
Xxxxxxxx, XX 00000-0000
Phone: (000) 000-0000
Fax: (000) 000-0000
GS Capital Partners III, L.P.
GS Captial Partners III, Offshore, X.X.
Xxxxxxx Sachs & Co. Xxxxxxxxxxx Xxxx
Xxxxxx Xxxxxx Xxxx 0000, L.P. or
Xxxxx Xxxxxx Xxxx 0000, X.X.
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxxx
Phone: (000) 000-0000
Fax: (000) 000-0000
The Jordan Trust, TJT(B) and TJT(B) (Bermuda) Investment Company LTD.
c/o The Jordan Company
000 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx X. Xxxxxx, XX
Phone: (000) 000-0000
Fax: (000) 000-0000
Xxxxx X. Xxxxxxxxx And Xxxxxxx Xxxxxxxxx, JT TEN
c/o The Jordan Company
000 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxxx
Phone: (000) 000-0000
Fax: (000) 000-0000
Leucadia Investors, Inc. or any of its Affiliates
000 Xxxx Xxxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx Xxxxxxx
Phone: (000) 000-0000
Fax: (000) 000-0000
