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): April 14, 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 April 14, 2004, Cinemark USA, Inc. announced that it has accepted for
purchase and payment the remainder of the $105.0 million outstanding principal
amount of the 8-1/2% Series B Senior Subordinated Notes due 2008 that were
validly tendered prior to 5:00 p.m., New York City time, on April 13, 2004 and
not validly withdrawn pursuant to its previously announced tender offer and
consent solicitation. 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: April 14, 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 April 14, 2004.
EXHIBIT 99.1
Cinemark USA, Inc. Announces Expiration and Final Settlement of its Cash Tender
Offer
PLANO, Texas--April 14, 2004--Cinemark USA, Inc. (the "Company") announced today
that it has accepted for purchase and payment ("Final Settlement"), the
remainder of the $105.0 million outstanding principal amount of the 8-1/2%
Series B Senior Subordinated Notes due 2008 (the "Notes") that were validly
tendered prior to 5:00 p.m., New York City time, on April 13, 2004 (the
"Expiration Date"), and not validly withdrawn pursuant to its previously
announced tender offer and consent solicitation. The Expiration Date marks the
expiration of the tender offer and consent solicitation, which was launched on
March 16, 2004.
Payment for the Notes pursuant to the Final Settlement has been made today.
Holders of Notes who tendered their Notes after 5:00 p.m., New York City time,
on March 25, 2004 but on or prior to the Expiration Date received 101.5% of the
principal amount of the Notes validly tendered plus accrued and unpaid interest
up to, but not including, the Expiration Date.
Lehman Brothers Inc. and Goldman, Sachs & Co. acted as the Dealer Managers and
Solicitation Agents for the tender offer and consent solicitation. D.F. King &
Co., Inc. acted as the Information Agent and Tender Agent for the tender offer
and solicitation.
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.