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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D |
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
13d-2(a) UNDER THE SECURITIES
EXCHANGE ACT OF 1934
Amendment No. 1
National CineMedia, Inc.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
635309107
(CUSIP Number)
Monica K. Thurmond, Esq.
OMelveny & Myers LLP
7 Times Square
New York, New York 10013
212-326-2000
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
August 18, 2010
(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
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons 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).
CUSIP No. 635309107 |
13D |
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1. |
Names of Reporting Persons |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
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Sole Voting Power |
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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CUSIP No. 635309107 |
13D |
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1. |
Names of Reporting Persons |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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CUSIP No. 635309107 |
13D |
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1. |
Names of Reporting Persons |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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CUSIP No. 635309107 |
13D |
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1. |
Names of Reporting Persons |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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CUSIP No. 635309107 |
13D |
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1. |
Names of Reporting Persons |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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This Amendment No. 1 supplements and amends the Statement on Schedule 13D filed on July 8, 2010 with respect to the shares of common stock, par value $0.01 (the Common Stock), of National CineMedia, Inc. (the Issuer).
Unless otherwise indicated, each capitalized term used but not otherwise defined herein shall have the meaning assigned to such term in the Statement on Schedule 13D, as amended, as applicable.
Responses to each item of this Statement on Schedule 13D are incorporated by reference into the response to each other item, as applicable. |
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Item 3. |
Source and Amount of Funds or Other Consideration |
Item 3 is hereby amended and supplemented to include the following paragraph, which is added following the last paragraph thereof:
On August 18, 2010, AMC ShowPlace Theatres, Inc. (AMCST) redeemed 6,500,000 units in NCM LLC for a like number of shares of the Issuers Common Stock. AMCST then sold these shares in an underwritten public offering pursuant to an Underwriting Agreement entered into on August 12, 2010, which is incorporated by reference to Exhibit 2 hereto. AMC and AMCST also granted the underwriters an option for 30 days to purchase up to 812,500 additional shares of the Issuers Common Stock after conversion of 10,209 and 802,291 units in NCM LLC by AMCST and AMC, respectively, to cover over-allotments, if any. |
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Item 4. |
Purpose of Transaction |
AMCST redeemed the Units for a like number of shares of the Issuers Common Stock and sold such shares in an underwritten public offering in order to use the net proceeds for general corporate purposes, including repaying indebtedness and pursuing accretive acquisitions as they become available. Pursuant to the terms of the Underwriting Agreement, AMC and AMCST have granted the underwriters an option for 30 days to purchase up to 812,500 additional shares to cover over-allotments, if any. Apart from this over-allotment option and continuing to give effect to the CUA Agreement, there are no plans or proposals that would relate to or result in any of the events enumerated in Items 4(a) through (j). |
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Item 5. |
Interest in Securities of the Issuer |
Item 5 is hereby amended and restated to read as follow:
(a) Following the redemption and sale by AMCST of 6,500,000 Units, Holdings, Marquee, and AMCE beneficially own 18,958,613 shares of Common Stock of the Issuer through the direct ownership of 18,948,404 Units by AMC and 10,209 Units by AMCST, each of which are indirect, wholly owned subsidiaries of Holdings and Marquee and direct, wholly owned subsidiaries of AMCE. The Issuer is a member and the sole manager of NCM LLC, the issuer of the Units. Each Unit is immediately redeemable for one share of the Issuers Common Stock or, at the Issuers option, a cash payment equal to the market price of one share of the Issuers Common Stock. If AMC and AMCST chose to redeem all of their remaining Units, and the Issuer elects to issue shares of its Common Stock in exchange for all of the Units, then AMC and AMCST would together own 18,958,613 shares of the Issuers Common Stock upon the exchange.
Each of AMC and AMCST is a wholly owned subsidiary of AMCE. AMCE is a wholly owned subsidiary of Marquee. Marquee is a wholly owned subsidiary of Holdings. As a result, each of them may be deemed to share the power to vote and dispose of the shares of Common Stock that may be deemed to be beneficially owned by Holdings.
A portion of the shares of Common Stock of the Issuer beneficially owned by Holdings may be attributable to the Apollo Funds and JPMP Funds because they collectively form a group that beneficially owns 59.8% of the voting capital stock of Holdings. The Apollo Funds and JPMP Funds expressly disclaim beneficial ownership of any of the shares of Common Stock that are the subject of this Schedule 13D.
None of the executive officers or directors of Holdings, who are listed on Schedule A to the Statement on Schedule 13D filed on July 8, 2010, owns any shares of Common Stock.
(b) The Reporting Persons have the shared power to vote or to direct the vote, and shared power to dispose or to direct the disposition of, the Common Stock that is the subject of this Schedule 13D.
(c) Except as described in this Schedule 13D, none of Holdings, any of its subsidiaries or any of the individuals listed in Schedule A to the Statement on Schedule 13D filed on July 8, 2010 has entered into any transaction involving the securities that are the subject of this Schedule 13D in the past sixty days.
(d) The Issuer, AMC, Regal CineMedia Holdings, LLC and Cinemark Media, Inc. are parties to a Director Designation Agreement |
dated February 13, 2007 (Director Designation Agreement), which is incorporated by reference to Exhibit 3 hereto. Pursuant to the Director Designation Agreement, so long as AMC owns at least 5% of the total issued and outstanding Units, AMC will have the right to designate two nominees to the Issuers board of directors. If at any time and only during such time, AMC owns less than 5% of the total issued and outstanding Units, then AMC will cease to have any rights of designation. Thus, so long as AMCs designated directors remain on the Issuers board, they will participate in any board decisions regarding the receipt of dividends from, or the proceeds from the sale of, the Issuers Common Stock.
(e) Not applicable. |
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Item 7. |
Material to be Filed as Exhibits |
The following documents are incorporated by reference as exhibits to this Schedule 13D: |
Exhibit No. |
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Description |
1 |
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Common Unit Adjustment Agreement, incorporated by reference to Exhibit 10.6 to the Issuers Current Report on Form 8-K (File No. 001-33296) filed on February 16, 2007. |
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Underwriting Agreement, incorporated by reference to Exhibit 1.1 to the Issuers Current Report on Form 8-K (File No. 001-33296) filed on August 13, 2010. |
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Director Designation Agreement, incorporated by reference to Exhibit 10.10 to the Issuers Current Report on Form 8-K (File No. 001-33296) filed on February 16, 2007. |
SIGNATURE
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.
Date: |
August 19, 2010 |
AMC ENTERTAINMENT HOLDINGS, INC. |
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By: |
/s/ Craig R. Ramsey |
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Name: |
Craig R. Ramsey |
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Title: |
Executive Vice President and Chief Financial Officer |
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August 19, 2010 |
MARQUEE HOLDINGS INC. |
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By: |
/s/ Craig R. Ramsey |
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Name: |
Craig R. Ramsey |
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Title: |
Executive Vice President and Chief Financial Officer |
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August 19, 2010 |
AMC ENTERTAINMENT INC. |
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By: |
/s/ Craig R. Ramsey |
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Name: |
Craig R. Ramsey |
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Title: |
Executive Vice President and Chief Financial Officer |
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August 19, 2010 |
AMERICAN MULTI-CINEMA, INC. |
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By: |
/s/ Craig R. Ramsey |
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Name: |
Craig R. Ramsey |
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Title: |
Executive Vice President and Chief Financial Officer |
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August 19, 2010 |
AMC SHOWPLACE THEATRES, INC. |
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By: |
/s/ Craig R. Ramsey |
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Name: |
Craig R. Ramsey |
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Title: |
Executive Vice President and Chief Financial Officer |