-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, tUp/Z6N6oSyY5kIF9iJ6x7J084C3pKpOLhixUsPy0AFn5YOhWLYw1wyFIRUvh83t 3oiHEjY4lGc82RBRS3IF3w== 0000912057-95-005105.txt : 199507030000912057-95-005105.hdr.sgml : 19950703 ACCESSION NUMBER: 0000912057-95-005105 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950630 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACKERLEY COMMUNICATIONS INC CENTRAL INDEX KEY: 0000319120 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 911043807 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10321 FILM NUMBER: 95551759 BUSINESS ADDRESS: STREET 1: 800 FIFTH AVE STE 3770 CITY: SEATTLE STATE: WA ZIP: 98104 BUSINESS PHONE: 2066242888 MAIL ADDRESS: STREET 1: 800 FIFTH AVE SUITE 3770 CITY: SEATTLE STATE: WA ZIP: 98104 FORMER COMPANY: FORMER CONFORMED NAME: ACKERLEY INC DATE OF NAME CHANGE: 19830814 10-K/A 1 FORM 10-K/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A /xx/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1994 ----------------- OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from _____________ to _____________________________ Commission File Number 1-10321 ACKERLEY COMMUNICATIONS, INC. (Exact name of Registrant as specified in its charter) Delaware 91-1043807 ------------------------------- -------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 800 Fifth Avenue, Suite 3770 Seattle, Washington 98104 ------------------------------- ------------------------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (206) 624-2888 Securities registered pursuant to Section 12(b) of the Act: COMMON STOCK Securities registered pursuant to Section 12(g) of the Act: NONE Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. / / Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Aggregate market value of voting Common Stock held by nonaffiliates of Regis- trant as of March 17, 1995: $36,670,938. Number of shares of common stock, $.01 par value, outstanding as of March 17, 1995: 9,598,433 Common Stock and 5,865,861 Class B Common Stock. Documents incorporated by reference and parts of Form 10-K into which incorporated: Registrant's Definitive Proxy Statement for May 1, 1995 Annual Meeting--Part III (3) Exhibits: Exhibit No. Exhibit - ------- ------- 3.1 * Third Restated Certificate of Incorporation 3.2 * Amendment dated May 11, 1994 to Third Restated Certificate of Incorporation 3.3 Amended and Restated Bylaws(1) 4.1 Indenture dated October 1, 1993 between the Company and First Bank National Association, relating to the 10 3/4% Series A Senior Secured Notes and the 10 3/4% Senior Secured Notes Due 2003(2) 4.2 Form of Specimen 10 3/4% Senior Secured Note Due 2003(2) 10.1 * Credit Agreement dated as of February 17, 1995, by and among First Union National Bank of North Carolina, Natwest Bank, N.A., Seattle- First National Bank, Union Bank and Long-Term Credit Bank of Japan, Ltd. 10.2 Composite Conformed Copies of Note Agreement between the Company and certain insurance companies, dated as of December 1, 1988(1) 10.3 Composite Conformed Copies of Note Agreement between the Company and certain insurance companies, dated as of December 1, 1989(3) 10.4 Amendment No. 1 dated October 18, 1991 to Note Agreements dated December 1, 1988 and December 1, 1989(4) 10.5 Agreements of Waiver and Amendment dated as of September 30, 1990, relating to the Note Agreements(5) 10.6 Implementation and Waiver Agreement dated October 18, 1991(4) 10.7 Interest Rate Conversion Agreement dated June 20, 1989 between the Company and The Bank of California, N.A.(3) 10.8 * ISDA Master Agreement dated as of June 23, 1994 between National Westminster Bank USA and Ackerley Communications, Inc. 10.10 The Company's Employee Stock Option Plan, as amended and restated as of June 8, 1988(6) 10.11 Amendment to the Company's Employee Stock Option Plan dated December 17, 1993(7) 10.12 Amendment to the Company's Employee Stock Option Plan dated February 16, 1994(7) 10.13 Form of Incentive Stock Option Agreement (without escrow)(6) 1 10.14 Form of Non-Incentive Stock Option Plan, as amended and restated as of June 8, 1988(6) 10.15 Agreement between King County and Ackerley Communications, Inc. dated April 17, 1992, and addendum dated April 22, 1992, for the sale of 12.5 acre parcel of land(8) 10.16 Asset Purchase Agreement dated as of July 27, 1992, between Ackerley Communications, Inc. and KSGO/KGON, Inc., and APOGEE Communications, Inc.(9) 10.17 Purchase Agreement dated October 1, 1993 between the Company and The First Boston Corporation(2) 10.18 Registration Agreement dated October 1, 1993 between the Company and The First Boston Corporation(2) 10.19 Pledge Agreement dated as of October 1, 1993 between the Company and First Trust of California, National Association(2) 10.20 Asset Purchase Agreement dated December 17, 1993 by and between GRADH- 105, Inc., Ackerley Radio of Florida, Inc., Clear Channel Radio, Inc. and Clear Channel Radio Licenses, Inc.(7) 10.21 Amended and Restated Limited Partnership Agreement of New Century Seattle Partners, L.P. dated July 14, 1994(10) 10.22 * Premises Use and Occupancy Agreement between The City of Seattle and SSI Sports, Inc. dated March 2, 1994 21.1 * Subsidiaries of the Company 23.1 * Consent of Ernst & Young LLP 24.1 * Power of Attorney of Michel C. Thielen dated March 20, 1995 24.2 Power of Attorney of Gail A. Ackerley dated June 23, 1995 24.3 Power of Attorney of Richard P. Cooley dated June 26, 1995 24.4 Power of Attorney of M. Ian G. Gilchrist dated June 26, 1995 27.1 Financial Data Schedule ____________ (1) Incorporated by reference to Exhibits 3.3 and 10.12, respectively, to the Company's 1988 Annual Report on Form 10-K, File No. 0-16676 (2) Incorporated by reference to Exhibits 4.1, 4.2, 10.19, 10.20 and 10.21 of the Company's Registration Agreement on Form S-1, File No. 33-70936 * Previously Filed 2 (3) Incorporated by reference to Exhibits 10.13 and 10.16, respectively, to the Company's 1989 Annual Report on Form 10-K, File No. 1-10321 (4) Incorporated by reference to Exhibits 10.9 and 10.10, respectively, to the Company's 1991 Annual Report on Form 10-K, File No. 1-10321 (5) Incorporated by reference to Exhibit 10.20 to the Company's 1990 Annual Report on Form 10-K, File No. 1-10321 (6) Incorporated by reference to Exhibits 4.2, 4.3 and 4.4, respectively, to the Company's Registration Statement on Form S-8, File No. 33-22545 (7) Incorporated by reference to Exhibits 10.11, 10.12 and 10.23, respectively, to the Company's 1993 Annual Report on Form 10-K, File No. 1-10321 (8) Incorporated by reference to Exhibit 10.21 to the Company's 1992 Annual Report on Form 10-K, File No. 1-10321 (9) Incorporated by reference to Exhibit 6(a) to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1992, File No. 1-10321 (10) Incorporated by reference to Exhibit 10 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1994, File No. 1-10321 (b) Reports on Form 8-K No reports on Form 8-K were filed during the fourth quarter ending December 31, 1994 (c) Exhibits required by Item 601 of Regulation S-K are being filed herewith. See Item 14(a)(3) (d) Financial statements required by Regulation S-X are being filed herewith. See Item 14(a) (1) and (2) 3 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this Amendment No. 1 to the report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 23rd day of June, 1995. ACKERLEY COMMUNICATIONS, INC. By: /s/ Barry A. Ackerley --------------------------------- Barry A. Ackerley, Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment No. 1 to the report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated, on the 23rd day of June, 1995. A Majority of the Board of Directors: Principal Executive Officer: /s/ Barry A. Ackerley /s/ Barry A. Ackerley - --------------------------------- --------------------------------- Barry A. Ackerley, Chairman Barry A. Ackerley, Chairman of the of the Board Board and Chief Executive Officer Gail A. Ackerley * Principal Financial Officer: - --------------------------------- Gail A. Ackerley, Director Richard P. Cooley * /s/ Denis M. Curley - --------------------------------- --------------------------------- Richard P. Cooley, Director Denis M. Curley, Executive Vice President and Chief Financial Officer, Treasurer and Secretary M. Ian G. Gilchrist * Principal Accounting Officer: - --------------------------------- --------------------------------- M. Ian G. Gilchrist, Director Michel C. Thielen * /s/ Keith W. Ritzmann - --------------------------------- --------------------------------- Michel C. Thielen, Director Keith W. Ritzmann Vice President and Controller *By: /s/ Barry A. Ackerley ----------------------------- Barry A. Ackerley Attorney-in-Fact 4 EX-27 2 EXHIBIT 27 - FINANCIAL DATA SCHEDULE
5 1,000 12-MOS DEC-31-1994 JAN-01-1994 DEC-31-1994 2,288 0 43,713 1,160 0 56,417 177,724 113,235 170,783 39,634 227,107 168 0 0 (96,126) 170,783 0 211,728 0 169,095 7,720 0 25,909 9,004 73 8,931 0 2,099 0 6,832 .44 .44
EX-24.2 3 EXHIBIT 24.2 - POWER OF ATTORNEY, ACKERLY POWER OF ATTORNEY The undersigned Director of Ackerley Communications, Inc. (the "Company") hereby appoints each of Barry A. Ackerley and Denis M. Curley his true and lawful attorney and agent, in name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the attorney and agent may deem necessary or advisable to cause the Amendment No. 1 to the 1994 Annual Report on Form 10-K to be filed with the Securities and Exchange Commission, and likewise to sign any and all amendments (the signing of any such instrument to be conclusive evidence that the attorney considers such instrument necessary or desirable), without the other and with full power of substitution and revocation, and hereby ratifying all that any such attorney or his substitute may do by virtue hereby. Pursuant to the requirements of the Securities and Exchange Act of 1934, this Power of Attorney has been signed by the following person in the capacity indicated on this 23rd day of June, 1995. /s/ Gail A. Ackerley ------------------------------- Gail A. Ackerley Director EX-24.3 4 EXHIBIT 24.3 - POWER OF ATTORNEY, COOLEY POWER OF ATTORNEY The undersigned Director of Ackerley Communications, Inc. (the "Company") hereby appoints each of Barry A. Ackerley and Denis M. Curley his true and lawful attorney and agent, in name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the attorney and agent may deem necessary or advisable to cause the Amendment No. 1 to the 1994 Annual Report on Form 10-K to be filed with the Securities and Exchange Commission, and likewise to sign any and all amendments (the signing of any such instrument to be conclusive evidence that the attorney considers such instrument necessary or desirable), without the other and with full power of substitution and revocation, and hereby ratifying all that any such attorney or his substitute may do by virtue hereby. Pursuant to the requirements of the Securities and Exchange Act of 1934, this Power of Attorney has been signed by the following person in the capacity indicated on this 26th day of June, 1995. /s/ Richard P. Cooley ------------------------------- Richard P. Cooley Director EX-24.4 5 EXHIBIT 24.4 - POWER OF ATTORNEY, GILCHRIST POWER OF ATTORNEY The undersigned Director of Ackerley Communications, Inc. (the "Company") hereby appoints each of Barry A. Ackerley and Denis M. Curley his true and lawful attorney and agent, in name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the attorney and agent may deem necessary or advisable to cause the Amendment No. 1 to the 1994 Annual Report on Form 10-K to be filed with the Securities and Exchange Commission, and likewise to sign any and all amendments (the signing of any such instrument to be conclusive evidence that the attorney considers such instrument necessary or desirable), without the other and with full power of substitution and revocation, and hereby ratifying all that any such attorney or his substitute may do by virtue hereby. Pursuant to the requirements of the Securities and Exchange Act of 1934, this Power of Attorney has been signed by the following person in the capacity indicated on this 26th day of June, 1995. /s/ M. Ian G. Gilchrist ------------------------------- M. Ian G. Gilchrist Director -----END PRIVACY-ENHANCED MESSAGE-----