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): May 27, 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 May 27, 2004, Cinemark USA, Inc. announced that it has accepted for purchase
and payment, pursuant to a change of control offer to purchase, any and all
outstanding 9% Senior Subordinated Notes due 2013 that were validly tendered and
not withdrawn prior to 5:00 p.m., New York City time, on May 26, 2004 (the
"Expiration Date"). 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: May 27, 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 May 27, 2004.
EXHIBIT 99.1
Cinemark USA, Inc. Announces Expiration of its Change of Control Debt Tender
Offer
PLANO, Texas--May 27, 2004--Cinemark USA, Inc. (the "Company") announced today
that it has accepted for purchase and payment, pursuant to a change of control
offer to purchase, any and all outstanding 9% Senior Subordinated Notes due 2013
(the "Notes") that were validly tendered and not withdrawn prior to 5:00 p.m.,
New York City time, on May 26, 2004 (the "Expiration Date"). The Expiration Date
marks the expiration of the change of control offer, which was launched on April
6, 2004.
Holders of Notes who tendered their Notes on or prior to the Expiration Date
will receive total consideration equal to 101% of the aggregate principal amount
of the Notes validly tendered plus accrued and unpaid interest to, but not
including, the date of purchase ("Change of Control Offer Price"). The Company
will pay the Change of Control Offer Price on June 1, 2004.
An aggregate principal amount of $17.75 million of the Notes were validly
tendered and not withdrawn as of 5:00 p.m., New York time, on the Expiration
Date. Upon purchase of the Notes tendered on June 1, 2004, approximately $342.25
million in aggregate principal amount of the Notes will remain outstanding.
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.
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.