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 25, 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 25, 2004, Cinemark USA, Inc. announced that as part of its previously
announced tender offer and consent solicitation for any and all of its
outstanding $105 million 8 1/2% Series B Senior Subordinated Notes due 2008, the
Company had received the requisite consents to all of the proposed amendments to
the indenture governing such notes. 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 26, 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 25, 2004.
EXHIBIT 99.1
Cinemark USA, Inc. Announces Receipt of Requisite Consents in its Cash Tender
Offer and Consent Solicitation for its Outstanding 8 1/2% Senior Subordinated
Notes
PLANO, Texas--March 25, 2004--Cinemark USA, Inc. (the "Company") announced today
that, as of 5:00 pm, New York City time, on March 25, 2004 and as part of its
previously announced tender offer and consent solicitation for any and all of
its outstanding $105 million 8 1/2% Series B Senior Subordinated Notes due 2008
(CUSIP No. 172441AL1) (the "Notes"), the Company had received the requisite
consents to all of the proposed amendments to the indenture governing the Notes.
A supplemental indenture effecting these amendments has been executed, and the
supplemental indenture will become operative on the first date that validly
tendered Notes are accepted for purchase and payment.
The expiration of the consent solicitation was 5:00 pm, New York City time, on
March 25, 2004 (the "Consent Date"). The tender offer is scheduled to expire at
5:00 pm, New York City time, on April 13, 2004, unless extended (the "Expiration
Date").
Holders of Notes who tendered their Notes on or prior to the Consent Date will
receive, promptly after acceptance by the Company, the total consideration equal
to 104.5% of the principal amount of the Notes validly tendered. Holders of
Notes who tender their Notes after the Consent Date but on or prior to the
Expiration Date, will receive, promptly after acceptance by the Company, 101.5%
of the principal amount of the Notes validly tendered. In each case, holders
that validly tender their Notes shall receive accrued and unpaid interest up to,
but not including, the applicable settlement date. As of 5:00 pm, New York City
time on the Consent Date, approximately $94.1 million of the $105.0 million
outstanding principal amount of the Notes had been irrevocably tendered.
The proposed amendments to the indenture will eliminate substantially all of the
restrictive covenants, certain repurchase rights and certain events of default
and related provisions contained in such indenture.
The tender offer and consent solicitation will be conditioned upon the
consummation of the Company's previously announced 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.
Lehman Brothers Inc. and Goldman, Sachs & Co. are the Dealer Managers and
Solicitation Agents for the tender offer and consent solicitation. 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 the related transmittal documents. 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