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Entrust Capital Inc/NY, et al. · SC 13G/A · Carmike Cinemas Inc · On 2/13/07

Filed On 2/13/07 5:18pm ET · SEC File 5-37737 · Accession Number 894579-7-52

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 2/13/07  Entrust Capital Inc/NY            SC 13G/A               1:24   Carmike Cinemas Inc               Dechert Pr..Rhoads/NY/FA
          Entrust Capital Inc
          Entrust Partners LLC
          Entrust Partners Offshore LLC
          Gregg Hymowitz
          Mark Fife
          Michael Horowitz

Amendment to Statement of Beneficial Ownership · Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G/A    Amendment to Statement of Beneficial Ownership      HTML    155K

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CUSIP No. 143436400

Page 1 of 14 Pages

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Carmike Cinemas, Inc.

(Name of Issuer)

Common Stock, par value $0.03 per share

(Title of Class of Securities)

143436400

(CUSIP Number)

December 31, 2006

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x	Rule 13d-1(b)
o	Rule 13d-1(c)
o	Rule 13d-1(d)

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

Page 1 of 21 Pages

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CUSIP No. 143436400

Page 2 of 14 Pages


1	NAME OF REPORTING PERSON
	SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	ENTRUST CAPITAL INC.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x
	(b) o


3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION

	DELAWARE


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER

			0

		6	SHARED VOTING POWER

			582,747

		7	SOLE DISPOSITIVE POWER

			0

		8	SHARED DISPOSITIVE POWER

			582,747

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	582,747

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	4.6%

12	TYPE OF REPORTING PERSON

	IA

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CUSIP No. 143436400

Page 3 of 14 Pages


1	NAME OF REPORTING PERSON
	SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	ENTRUST PARTNERS LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x
	(b) o


3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION

	DELAWARE


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER

			0

		6	SHARED VOTING POWER

			582,747

		7	SOLE DISPOSITIVE POWER

			0

		8	SHARED DISPOSITIVE POWER

			582,747

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	582,747

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	4.6%

12	TYPE OF REPORTING PERSON

	IA

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CUSIP No. 143436400

Page 4 of 14 Pages


1	NAME OF REPORTING PERSON
	SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	ENTRUST PARTNERS OFFSHORE LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x
	(b) o


3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION

	DELAWARE


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER

			0

		6	SHARED VOTING POWER

			582,747

		7	SOLE DISPOSITIVE POWER

			0

		8	SHARED DISPOSITIVE POWER

			582,747

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	582,747

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	4.6%

12	TYPE OF REPORTING PERSON

	IA

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CUSIP No. 143436400

Page 5 of 14 Pages


1	NAME OF REPORTING PERSON
	SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	GREGG HYMOWITZ


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x
	(b) o


3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION

	UNITED STATES OF AMERICA


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER

			0

		6	SHARED VOTING POWER

			582,747

		7	SOLE DISPOSITIVE POWER

			0

		8	SHARED DISPOSITIVE POWER

			582,747

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	582,747

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	4.6%

12	TYPE OF REPORTING PERSON

	IN

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CUSIP No. 143436400

Page 6 of 14 Pages


1	NAME OF REPORTING PERSON
	SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	MARK FIFE


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x
	(b) o


3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION

	UNITED STATES OF AMERICA


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER

			0

		6	SHARED VOTING POWER

			582,747

		7	SOLE DISPOSITIVE POWER

			0

		8	SHARED DISPOSITIVE POWER

			582,747

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	582,747

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	4.6%

12	TYPE OF REPORTING PERSON

	IN

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CUSIP No. 143436400

Page 7 of 14 Pages


1	NAME OF REPORTING PERSON
	SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	MICHAEL HOROWITZ


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x
	(b) o


3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION

	UNITED STATES OF AMERICA


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER

			0

		6	SHARED VOTING POWER

			582,747

		7	SOLE DISPOSITIVE POWER

			0

		8	SHARED DISPOSITIVE POWER

			582,747

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	582,747

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	4.6%

12	TYPE OF REPORTING PERSON

	IN

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CUSIP No. 143436400

Page 8 of 14 Pages

ITEM 1.	(a).	Name of Issuer: CARMIKE CINEMAS, INC.

	(b).	Address of Issuer’s Principal Executive Offices:

		1301 First Avenue

		Columbus, GA 31901-2109

ITEM 2.	(a).	Name of Persons Filing:

This Statement is being filed jointly by (i) EnTrust Capital Inc., a Delaware corporation (“EnTrust”); (ii) EnTrust Partners LLC, a Delaware limited liability company (“Partners”); (iii) EnTrust Partners Offshore LLC, a Delaware limited liability company (“Offshore”); (iv) Mr. Gregg Hymowitz, who serves as a managing member of Partners and Offshore, and as a principal owner of EnTrust; (v) Mr. Mark Fife, who serves as a managing member of Partners and Offshore, and as a principal owner of EnTrust; and (vi) Mr. Michael Horowitz, who serves as a managing member of Partners and Offshore, and as a principal owner of EnTrust. EnTrust, Partners, Offshore, Gregg Hymowitz, Mark Fife and Michael Horowitz are sometimes also referred to herein individually as a “Reporting Person” and collectively as “Reporting Persons”.

(b). Address of Principal Business Office for Each of the Above:

(i) EnTrust Capital Inc. -- The address of EnTrust’s principal business and principal office is 717 Fifth Avenue, New York, NY 10022.

(ii) EnTrust Partners LLC -- The address of Partners’ principal business and principal office is 717 Fifth Avenue, New York, NY 10022.

(iii) EnTrust Partners Offshore LLC -- The address of Offshore’s principal business and principal office is 717 Fifth Avenue, New York, NY 10022.

(iv) Gregg Hymowitz -- Mr. Hymowitz’s principal address is 717 Fifth Avenue, New York, NY 10022.

(v) Mark Fife -- Mr. Fife’s principal address is 717 Fifth Avenue, New York, NY 10022.

(vi) Michael Horowitz -- Mr. Horowitz’s principal address is 717 Fifth Avenue, New York, NY 10022.

(c). Citizenship or Place of Organization:

EnTrust, Partners and Offshore are organized under the laws of Delaware. Messrs. Hymowitz, Horowitz and Fife are United States citizens.

(d). Title of Class of Securities: Common Stock, par value $0.03 per share

(e). CUSIP Number: 143436400

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CUSIP No. 143436400

Page 9 of 14 Pages

ITEM 3.		If this Statement is Filed Pursuant to Rules 13d-1(b) or 13d-2(b) or (c), Check Whether the Person Filing is a:

(a)		o Broker or dealer registered under Section 15 of the Exchange Act;
(b)		o Bank as defined in Section 3(a)(6) of the Exchange Act;
(c)		o Insurance company as defined in Section 3(a)(19) of the Exchange Act;
(d)		o Investment company registered under Section 8 of the Investment Company Act;
(e)		o An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)		o An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)		o A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)		o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act;
(i)		o A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940;
(j)		x Group, in accordance with Rule 13d-1(b)(1) (ii)(J).¹

ITEM 4.		Ownership.

(a).	Amount beneficially owned:

	(i)	EnTrust Capital Inc.²	582,747

	(ii)	EnTrust Partners LLC³	582,747

	(iii)	EnTrust Partners Offshore LLC⁴	582,747


¹	EnTrust, Partners and Offshore are registered investment advisers which hold the reported securities in accounts on behalf of their respective clients. Messrs. Hymowitz, Fife or Horowitz are control persons of EnTrust, Partners and Offshore.

²	EnTrust Capital Inc. is the investment adviser to numerous managed accounts, subject to the overall control of the principal owners of EnTrust, Messrs. Hymowitz, Fife and Horowitz, and thus could be deemed to share the power to vote and dispose or direct the disposition of the reported securities held on behalf of such accounts.

³	EnTrust Partners LLC is the general partner and investment manager of multiple private investment funds, subject to the overall control of the managing members, Messrs. Hymowitz, Fife and Horowitz, and thus could be deemed to share the power to vote and dispose or direct the disposition of the reported securities held on behalf of such funds.

⁴	EnTrust Partners Offshore LLC is the investment manager of one or more private investment funds, subject to the overall control of the managing members, Messrs. Hymowitz, Fife and Horowitz, and thus could be deemed to share the power to vote and dispose or direct the disposition of the reported securities held on behalf of such funds.

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CUSIP No. 143436400

Page 10 of 14 Pages

	(iv)	Gregg Hymowitz⁵	582,747

	(v)	Mark Fife⁶	582,747

	(vi)	Michael Horowitz⁷	582,747

(b).	Percentage of class:

	(i)	EnTrust Capital Inc.	4.6%

	(ii)	EnTrust Partners LLC	4.6%

	(iii)	EnTrust Partners Offshore LLC	4.6%

	(iv)	Gregg Hymowitz	4.6%

	(v)	Mark Fife	4.6%

	(vi)	Michael Horowitz	4.6%

(c).	Number of shares as to which such person has:

	(1)	Sole power to vote or to direct the vote:

	(i)	EnTrust Capital Inc.	0

	(ii)	EnTrust Partners LLC	0

	(iii)	EnTrust Partners Offshore LLC	0

	(iv)	Gregg Hymowitz	0

	(v)	Mark Fife	0

	(vi)	Michael Horowitz	0


⁵	Gregg Hymowitz is a managing member of Partners and Offshore, and a principal owner of EnTrust, and thus could be deemed to share the power to vote and dispose or direct the disposition of the reported securities.

⁶	Mark Fife is a managing member of Partners and Offshore, and a principal owner of EnTrust, and thus could be deemed to share the power to vote or dispose or direct the disposition of the reported securities.

⁷	Michael Horowitz is a managing member of Partners and Offshore, and a principal owner of EnTrust, and thus could be deemed to share the power to vote or dispose of or direct the disposition of the reported securities.

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CUSIP No. 143436400

Page 11 of 14 Pages

		(2)	Shared power to vote or to direct the vote:

		(i)	EnTrust Capital Inc.	582,747

		(ii)	EnTrust Partners LLC	582,747

		(iii)	EnTrust Partners Offshore LLC	582,747

		(iv)	Gregg Hymowitz	582,747

		(v)	Mark Fife	582,747

		(vi)	Michael Horowitz	582,747

		(3)	Sole power to dispose or to direct the disposition of :

		(i)	EnTrust Capital Inc.	0

		(ii)	EnTrust Partners LLC	0

		(iii)	EnTrust Partners Offshore LLC	0

		(iv)	Gregg Hymowitz	0

		(v)	Mark Fife	0

		(vi)	Michael Horowitz	0

		(4)	Shared power to dispose or to direct the disposition of:

		(i)	EnTrust Capital Inc.	582,747

		(ii)	EnTrust Partners LLC	582,747

		(iii)	EnTrust Partners Offshore LLC	582,747

		(iv)	Gregg Hymowitz	582,747

		(v)	Mark Fife	582,747

		(vi)	Michael Horowitz	582,747

ITEM 5.	Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following: x

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CUSIP No. 143436400

Page 12 of 14 Pages

ITEM 6.

Ownership of More than Five Percent on Behalf of Another Person:

The reported securities owned by EnTrust, Partners, Offshore and Messrs. Hymowitz, Fife and Horowitz are beneficially owned by EnTrust (on behalf of numerous managed accounts advised by EnTrust), Partners (on behalf of several private investment funds which are clients of Partners) and Offshore (on behalf of one private investment fund which is a client of Offshore). EnTrust, Partners, Offshore and Messrs. Hymowitz, Fife and Horowitz individually beneficially own less than 5% of the reported securities. These managed accounts and private investment funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the reported securities.

ITEM 7.	Identification and Classification of Subsidiaries which Acquired the Security Being Reported on by the Parent Holding Company:

	Not Applicable.

ITEM 8.	Identification and Classification of Members of the Group:

	See Item 2 and Footnote 1 to Item 4.

ITEM 9.	Notice of Dissolution of Group:

	Not Applicable.

ITEM 10.	Certification:

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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CUSIP No. 143436400

Page 13 of 14 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	ENTRUST CAPITAL INC.

Date: February 13, 2007	By /S/ Jill Zelenko

	Jill Zelenko, Chief Financial Officer of EnTrust Capital Inc.


	ENTRUST PARTNERS LLC

Date: February 13, 2007	By /S/ Gregg Hymowitz

	Gregg Hymowitz, managing member


	ENTRUST PARTNERS OFFSHORE LLC

Date: February 13, 2007	By /S/ Gregg Hymowitz

	Gregg Hymowitz, managing member


	GREGG HYMOWITZ

Date: February 13, 2007	By /S/ Gregg Hymowitz


	MARK FIFE

Date: February 13, 2007	By /S/ Mark Fife


	MICHAEL HOROWITZ

Date: February 13, 2007	By /S/ *Michael Horowitz*

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CUSIP No. 143436400

Page 14 of 14 Pages

EXHIBIT 1 -- AGREEMENT OF JOINT FILING

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agrees that the foregoing statement on Schedule 13G/A, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement on the 13^th day of February, 2007.

	ENTRUST CAPITAL INC.

Date: February 13, 2007	By /S/ Jill Zelenko

	Jill Zelenko, Chief Financial Officer of EnTrust Capital Inc.


	ENTRUST PARTNERS LLC

Date: February 13, 2007	By /S/ Gregg Hymowitz

	Gregg Hymowitz, managing member


	ENTRUST PARTNERS OFFSHORE LLC

Date: February 13, 2007	By /S/ Gregg Hymowitz

	Gregg Hymowitz, managing member


	GREGG HYMOWITZ

Date: February 13, 2007	By /S/ Gregg Hymowitz


	MARK FIFE

Date: February 13, 2007	By /S/ Mark Fife


	MICHAEL HOROWITZ

Date: February 13, 2007	By /S/ *Michael Horowitz*

Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This SC 13G/A Filing	Date	First	Last	Other Filings

	12/31/05	1		NT 10-K, 13F-HR, 10-K, NT 10-K/A
	12/31/06	1
Filed On / Filed As Of	2/13/07	13	14

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Entrust Capital Inc/NY, et al. · SC 13G/A · Carmike Cinemas Inc · On 2/13/07

Filed On 2/13/07 5:18pm ET · SEC File 5-37737 · Accession Number 894579-7-52

Amendment to Statement of Beneficial Ownership · Schedule 13GFiling Table of Contents

This is an EDGAR HTML document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated By Reference

Amendment to Statement of Beneficial Ownership · Schedule 13G
Filing Table of Contents