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 16, 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 16, 2004, Cinemark USA, Inc. announced that it is commencing a tender
offer for any and all of its outstanding $105 million 8 1/2% Series B Senior
Subordinated Notes due 2008 and is soliciting consents for certain proposed
amendments to the indenture pursuant to which such notes were issued. 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 USA, Inc. dated March 16, 2004.
EXHIBIT 99.1
Cinemark USA, Inc. Announces Cash Tender Offer and Consent Solicitation for
Outstanding 8 1/2% Senior Subordinated Notes
PLANO, Texas--March 16, 2004--Cinemark USA, Inc. (the "Company") announced today
that it is commencing a tender offer for any and all of its outstanding $105
million 8 1/2% Series B Senior Subordinated Notes due 2008 (CUSIP No. 172441AL1)
(the "Notes") and is soliciting consents for certain proposed amendments to the
Company's Indenture pursuant to which the Notes were issued. The tender offer
and the solicitation of consents are being made pursuant to an Offer to Purchase
and Consent Solicitation Statement dated March 16, 2004 (the "Offer to
Purchase") which more fully sets forth their terms. The tender offer and
solicitation of consents are taking place in connection with a recapitalization
(the "Recapitalization") of Cinemark, Inc., the parent company of the Company.
The tender offer is scheduled to expire at 5:00 pm, New York City time on April
13, 2004, unless extended (the "Expiration Date"). The consent solicitation will
expire at 5:00pm, New York City time on March 25, 2004, unless extended (the
"Consent Date"). Holders of Notes who tender their Notes on or prior to the
Consent Date will receive the Total Consideration equal to 104.5% of the
principal amount of the Notes validly tendered (as described below). Holders of
Notes who tender their Notes after the Consent Date but prior to the Expiration
Date, will receive 101.5% of the principal amount of the Notes validly tendered
(the "Tender Offer Consideration"). The Total Consideration is the sum of the
Tender Offer Consideration and a premium of 3.0% of the principal amount of the
Notes paid to each holder of Notes that validly tenders on or prior to the
Consent Date. In each case, holders that validly tender their Notes shall
receive accrued and unpaid interest up to, but not including, the applicable
settlement date.
The tender offer and solicitation will be conditioned upon the consummation of
the Recapitalization. Neither the tender offer and solicitation of consents nor
the Recapitalization is conditioned upon obtaining the consent of a majority of
holders of Notes. Holders who tender their notes prior to 5:00 pm, New York City
time, on the Consent Date may withdraw their tenders and revoke their consents
at any time prior to 5:00 pm, New York City time, on the Consent Date but not
thereafter. Holders who tender their notes after 5:00 pm, New York City time, on
the Consent Date may withdraw their tenders and revoke their consents at any
time prior to 5:00 pm, New York City time, on the Expiration Date but not
thereafter.
Questions regarding the tender offer should be directed to Lehman Brothers Inc.
at 212-528-7581 or 800-438-3242 (Attention: The Liability Management Group at
Lehman). Requests for assistance or additional sets of the offer materials may
be directed to D.F. King & Co., Inc., the Information Agent and Tender Agent for
the tender offer and solicitation, at 888-567-1626.
This press release shall not constitute an offer to purchase or a solicitation
of acceptance of the tender offer, which may be made only pursuant to the terms
of the offer to purchase and related letter of transmittal. In any jurisdiction
where the laws require the offer to be made by a licensed broker or dealer, the
offer shall be deemed made on behalf of the company by Lehman Brothers Inc.,
Goldman, Sachs & Co. or one or more registered brokers or dealers under the laws
of such jurisdiction.
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.
Contacts
Cinemark USA, Inc.
Robert Copple, 972-665-1000