UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
National CineMedia, Inc.
Common Stock
(Title of Class of Securities)
635309107
(CUSIP Number)
Michael D. Cavalier
Senior Vice President, General Counsel and Secretary
Cinemark Holdings, Inc.
3900 Dallas Parkway, Suite 500
Plano, Texas 75093
(972) 665-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 17, 2009
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this schedule
because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
o
* The remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on 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 (however, see the Notes).
Item 1. Security and Issuer
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(a) |
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Title of the Class of Equity Securities
Common Stock |
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(b) |
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Name and Address of Issuer:
National CineMedia, Inc.
9910 East Nichols Avenue, Suite 200
Centennial, Colorado 80112 |
Item 2. Identity and Background
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(a) |
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Name of Persons Filing
Cinemark Holdings, Inc. (“Cinemark”) |
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(b) |
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Address of Principal Business Office
3900 Dallas Parkway, Suite 500
Plano, TX 75093 |
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(c) |
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Principal Business
The present principal business of Cinemark and its subsidiaries is to operate movie theatres in
United States and Latin America. |
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(d) |
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Certain Criminal Convictions
None |
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(e) |
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Certain Civil Judgments
None |
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(f) |
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Citizenship
Delaware |
Item 3. Source and Amount of Funds or Other Consideration
On February 13, 2007, the Issuer, National CineMedia, LLC (“NCM LLC”), Regal CineMedia
Holdings, LLC, American Multi-Cinema, Inc., Cinemark Media, Inc. (“Cinemark Media”), Regal Cinemas,
Inc. and Cinemark USA, Inc. (“Cinemark USA”), entered into a Common Unit Adjustment Agreement
(“Common Unit Adjustment Agreement”), which is incorporated by reference to Exhibit 1 hereto.
Cinemark Media and Cinemark USA are wholly-owned subsidiaries of Cinemark. The Common Unit Adjustment Agreement
provides a mechanism for adjusting units in NCM LLC (“NCM Units”) held by the members of NCM LLC
(the “Founding Members”), based on increases or decreases in attendance associated with theatre
additions and dispositions by each Founding Member. NCM Units are immediately redeemable on a
one-to-one basis for shares of Common Stock, or a cash payment equal to the market price of one
share of Common Stock. The Issuer is the sole manager of NCM LLC, and NCM LLC is the Issuer’s
operating subsidiary.
The adjustment of membership units pursuant to the Common Unit Adjustment Agreement is
conducted annually (“Annual Adjustment”), except that an earlier adjustment will occur for a
Founding Member if its acquisition or disposition of theatres, in a single transaction or
cumulatively since the most recent adjustment, will cause a change of two percent or more in the
total annual attendance (an “Extraordinary Adjustment”).
On March 17, 2009, pursuant to the 2008 Annual Adjustment, Cinemark Media received 1,197,303
NCM Units. Thus, including the 2008 Annual Adjustment, Cinemark Media currently owns 15,188,955
NCM Units, or approximately 26.5% of the Issuer’s Common Stock on an as-converted basis. In
accordance with the terms of the Common Unit Adjustment Agreement, no payments were made by or on
behalf of any party in exchange for the NCM Units received by Cinemark Media pursuant to the 2008
Annual Adjustment or any prior adjustment.
Item 4. Purpose of Transaction
Cinemark Media acquired the NCM Units for investment purposes pursuant to the terms of the
Common Unit Adjustment Agreement. Apart from continuing to give effect to the Common Unit
Adjustment Agreement, there are no plans or proposals that would relate to or result in any of the
events enumerated in Item 4(a)-(j).
Item 5. Interest in Securities of the Issuer.
(a) Including the 1,197,303 NCM Units that Cinemark Media received on March 17, 2009,
Cinemark currently may be deemed to beneficially own 15,188,955 shares of Common Stock of the
Issuer through Cinemark Media’s ownership of 15,188,955 NCM Units. NCM Units are immediately
redeemable on a one-to-one basis for shares of Common Stock, or a cash payment equal to the market
price of one share of Common Stock. Cinemark’s beneficial ownership of 15,188,955 shares of Common
Stock equals approximately 26.5% of the Issuer’s issued and outstanding shares of Common Stock on
an as-converted basis. The beneficial ownership percentage is determined by dividing the number of NCM
units beneficially owned by Cinemark and convertible into shares of common stock of the Issuer by 57,307,443.
The denominator, 57,307,443, is the sum of 42,118,488, the number of shares of common stock of the Issuer issued and outstanding (as reported
on the Issuer’s Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 6, 2009) and 15,188,955, the number of NCM Units that may be converted into shares of common
stock of the Issuer by Cinemark.
(b) Cinemark Media, Inc. is a wholly owned subsidiary of Cinemark USA, Inc., Cinemark
USA, Inc. is a wholly owned subsidiary of Cinemark, Inc. and Cinemark, Inc. is a wholly owned subsidiary of Cinemark Holdings,
Inc. As a result, Cinemark Holdings, Inc. is the ultimate parent company and therefore has the
sole power to direct the vote or direct the disposition of the shares reported.
(c) Except as described in this Schedule D, Cinemark nor any of its subsidiaries has entered
into any transaction involving the securities subject of this Schedule 13D within the past sixty
days.
(d) The Issuer, Regal CineMedia Holdings, LLC, American Multi-Cinema, Inc., and Cinemark
Media are parties to a Director Designation Agreement dated February 13, 2007 (“Director
Designation Agreement”), which is incorporated by reference to Exhibit 2 hereto. Pursuant to the
Director Designation Agreement, so long as Cinemark Media owns at least 5% of the total issued and
outstanding NCM Units, Cinemark Media will have the right to designate two nominees to the Issuer’s
board of directors. If at any time and only during such time, Cinemark Media owns less than 5% of
the total issued and outstanding NCM Units, then Cinemark Media will cease to have any rights of
designation. Thus, so long as Cinemark Media’s designated directors remain on the Issuer’s board,
they will participate in any board decisions regarding the receipt of dividends from, or the
proceeds from the sale of, the Issuer’s Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
None.
Item 7. Material to be Filed as Exhibits.
The following documents are filed as exhibits to this Schedule 13D:
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| Exhibit |
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| No. |
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Description |
1
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Common Unit Adjustment Agreement, incorporated by reference to
Exhibit 10.6 to NCM’s Current Report on Form 8-K (File No.
001-33296) filed on February 16, 2007. |
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2
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Director Designation Agreement, incorporated by reference to
Exhibit 10.10 to NCM’s Current Report on Form 8-K (File No.
001-33296) filed on February 16, 2007. |