UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 12, 2004
CINEMARK USA, INC.
(Exact name of registrant as specified in charter)
TEXAS 33-47040 75-2206284
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
3900 DALLAS PARKWAY, SUITE 500
PLANO, TEXAS 75093
(Address and Zip Code of Principal Executive Offices)
972-665-1000
(Registrant's telephone number, including area code)
Item 9. Regulation FD Disclosure
On March 12, 2004, Cinemark, Inc., our parent company, announced that it had
signed a definitive merger agreement with affiliates of Madison Dearborn
Partners, L.L.C. A copy of the press release is furnished to the United States
Securities and Exchange Commission (the "Commission") with this current report
on Form 8-K as an exhibit.
On March 15, 2004, Cinemark, Inc., our parent company, announced that it intends
to issue approximately $360 million of Senior Discount Notes due 2014. A copy of
the press release is furnished to the United States Securities and Exchange
Commission (the "Commission") with this current report on Form 8-K as an
exhibit.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CINEMARK USA, INC.
Date: March 16, 2004 By: /s/ Michael D. Cavalier
Name: Michael D. Cavalier
Title: Vice President - General Counsel
EXHIBIT INDEX
The exhibits below are numbered in accordance with the Exhibit Table of
Item 601 of Regulation 8-K.
Exhibit No. Description of Exhibit
99.1 Press Release of Cinemark, Inc. dated March 12, 2004.
99.2 Press Release of Cinemark, Inc. dated March 15, 2004
EXHIBIT 99.1
Madison Dearborn Partners Sponsors $1.5 Billion Recapitalization of Cinemark,
Inc.
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Plano, TX, March 12, 2004 - Cinemark, Inc. (Cinemark), one of the
nation's leading motion picture exhibitors, announced today that it has signed a
definitive merger agreement with affiliates of Madison Dearborn Partners, Inc.
(MDP) in a transaction valued at approximately $1.5 billion. Cinemark's current
shareholders include the company's founder, Chairman and CEO Lee Roy Mitchell,
and The Cypress Group LLC. As part of the transaction, Mitchell and members of
Cinemark management will retain significant equity stakes in the company.
Mr. Mitchell will continue in his current role of Chairman and Chief
Executive Officer of Cinemark. In addition, the members of Cinemark's existing
management team will retain their current positions after the transaction.
"After a long and productive relationship with The Cypress Group, we are
now looking forward to our new partnership with the principals of Madison
Dearborn to continue to build on our track record and create value for our
stockholders," said Mitchell.
"We are pleased to be investing in Cinemark, one of the preeminent
competitors in the motion picture exhibition industry throughout the Americas,"
said Benjamin D. Chereskin, a Managing Director of MDP. "The Cinemark management
team, under the leadership of Lee Roy Mitchell, has posted an impressive record
of disciplined growth, outstanding profitability, and innovation. MDP intends to
play a supportive role in the company's future development."
"Cypress has enjoyed a highly successful partnership with Cinemark
founder, Lee Roy Mitchell, and management," said William Spiegel, a Managing
Director of The Cypress Group. "Cinemark has achieved remarkable growth since
our investment, creating substantial value for all shareholders in the process."
The merger has been approved by Cinemark's board of directors and
shareholders, is expected to close in April, and will be financed through a
combination of new debt and assumed debt, including but not limited to the 9%
Senior Subordinated Notes due 2013, and equity. The merger is subject to certain
customary conditions.
Lehman Brothers Inc. and Goldman, Sachs & Co. served as financial
advisors to Cinemark. Akin Gump Strauss Hauer & Feld LLP advised the selling
Cinemark shareholders. Allen & Co., Kirkland & Ellis LLP, and Baker & McKenzie
advised MDP.
Cinemark, Inc. is one of the largest motion picture exhibitors in North
America and South America, with 3,142 screens in 33 States and internationally
in 12 countries including Argentina, Brazil, Canada, Chile, Colombia, Costa
Rica, Ecuador, El Salvador, Honduras, Nicaragua, Mexico, and Peru.
Madison Dearborn Partners, Inc., headquartered in Chicago, is one of
the most experienced and largest private equity investment firms in the country
with approximately $8 billion of capital under management. Madison Dearborn
focuses on investments in several industries including communications, consumer,
financial services, health care, and natural resources.
The Cypress Group L.L.C. manages two private equity funds with more
than $3.5 billion in commitments. Cypress invests in privately negotiated
transactions, targeting operating businesses and investing with management to
foster continued growth.
This document contains forward-looking statements within the meaning of
the safe harbor provisions of the Securities Litigation Reform Act of 1995.
Please refer to the Company's Securities and Exchange Commission filings for
further information.
EXHIBIT 99.2
Plano, TX, March 15, 2004 - Cinemark, Inc. (the "Company") today announced that
it intends to issue approximately $360 million in gross proceeds of Senior
Discount Notes due 2014. The notes will be offered only to qualified
institutional buyers in reliance on Rule 144A under the Securities Act of 1933,
as amended, and to non-U.S. persons in reliance on Regulation S under the
Securities Act. The Company will use the net proceeds from the offering,
together with the purchase of Cinemark, Inc. common stock by an investor group
led by Madison Dearborn Partners, LLC., to finance a recapitalization of the
Company. The Company's Chairman and CEO, Lee Roy Mitchell, together with other
members of the Company's senior management, will retain significant equity
stakes in the recapitalized Company. In connection with the recapitalization,
the Company will cause its subsidiary, Cinemark USA, Inc., to amend and restate
its existing credit facility to provide for a term loan of approximately $270
million, the proceeds of which will be used to repay existing term loans and to
repurchase or redeem Cinemark USA, Inc.'s 8 1/2% Series B Senior Subordinated
Notes due 2008. The Company expects that the remaining indebtedness of Cinemark
USA, Inc, including its 9% Notes due 2013, will remain outstanding. The final
terms of the new financings are subject to the negotiation and execution of
definitive documentation and to market conditions.
This announcement is neither an offer to sell nor a solicitation of an offer to
buy these securities. The securities to be offered will not be registered under
the Securities Act of 1933 or any state securities laws, and unless so
registered, may not be offered or sold in the United States except pursuant to
an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933 and applicable state laws.
The Company intends that this press release be governed by the "safe harbor"
provision of the Private Securities Litigation Reform Act of 1995 (the "PSLR
Act") with respect to statements that may be deemed to be forward-looking
statements under the PSLR Act. Such forward-looking statements may include, but
are not limited to, the Company and any of its subsidiaries' long-term theatre
strategy. Actual results could differ materially from those indicated by such
forward-looking statements due to a number of factors.
Contact:
Robert Copple
972-665-1000