-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Nm3DV+QWquSflMEv5mQ3tmYwraOFxefDFCtn6afg3i+yLNWruKnCq1hup2G5qbUD 3SAe3RMsSNtLBk34RAjaTg== 0001047469-99-015548.txt : 19990421 0001047469-99-015548.hdr.sgml : 19990421 ACCESSION NUMBER: 0001047469-99-015548 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990420 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED ARTISTS THEATRE CIRCUIT INC /MD/ CENTRAL INDEX KEY: 0000889570 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE THEATERS [7830] IRS NUMBER: 131424080 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 033-49598 FILM NUMBER: 99597336 BUSINESS ADDRESS: STREET 1: 9110 EAST NICHOLS AVENUE CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 3037923600 MAIL ADDRESS: STREET 1: 9110 E NICHOLS AVE STREET 2: STE 200 CITY: ENGLEWOOD STATE: CO ZIP: 80112 10-K/A 1 FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- (Mark One) FORM 10-K/A AMENDMENT NO. 1 (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1998 Commission file number: 333-1024 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ________________ UNITED ARTISTS THEATRE CIRCUIT, INC. (exact name of registrant as specified in charter) Maryland 13-1424080 - ------------------------------- ------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 9110 E. Nichols Avenue, Suite 200 Englewood, CO 80112 - ------------------------------- ------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (303) 792-3600 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None 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, and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- 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. X ----- State the aggregate market value of the voting stock held by non-affiliates of the registrant. N/A. The number of shares outstanding of $1.00 par value common stock at March 26, 1999 was 100 shares. UATC hereby files this Amendment No. 1 on Form 10-K/A to amend Part III, Item 10 and Part IV, Item 14 of its Annual Report on Form 10-K for the year ending December 31, 1998. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Information regarding members of UATC's and the Parent's Board of Directors as of March 19, 1999 is set forth below. Directors will serve until the next annual meeting and until his successor is duly elected and qualified.
Name Age Business Experience During Past Five Years Other Public Directorships - ---- --- ------------------------------------------ -------------------------- Kurt C. Hall................39 President and Chief Executive Officer since March Mr. Hall is a director of Showscan 6, 1998. Chief Operating Officer since February Entertainment, Inc. 24, 1997 and Executive Vice President and Director since May 12, 1992. Mr. Hall was Chief Financial Officer from May 12, 1992 to March 5, 1998. John W. Boyle...............70 Named Chairman of the Board on March 6, 1998. Mr. Boyle is a director of Director since March 5, 1997. Mr. Boyle was Chief Supermarkets General Holdings Corp. Financial Officer of Eckerd Corporation from 1983 to 1995 and Vice Chairman from 1992 to 1995. James J. Burke, Jr..........47 Director since May 12, 1992. Director of Merrill Mr. Burke is a director of AnnTaylor Lynch Capital Partners, Inc. ("MLCP"), since 1985 Stores Corporation, Borg-Warner and Partner and Director of Stonington Partners, Security Corporation, Education Inc. ("SP"), since July 1993 and Partner and Management Corporation, Pathmark Director of Stonington Partners, Inc. II ("SPII") Stores, Inc. and Supermarkets General since 1994. Prior to July 1994, Mr. Burke was Holdings Corp. President and Chief Executive Officer of MLCP from 1987 to 1994, a Managing Director of the Investment Banking Division of Merrill Lynch & Co. ("ML&Co.") from 1985 to 1994 and a First Vice President of Merrill Lynch Pierce Fenner and Smith, Inc. from 1988 to 1994. Albert J. Fitzgibbons, III..53 Director since May 12, 1992. Director of MLCP Mr. Fitzgibbons is a director of since 1988 and a Partner and a Director of SP Borg-Warner Security Corporation, since July 1993 and a Partner and a Director of Dictaphone Corporation and Merisel, SPII since 1994. Prior to July 1994, Mr. Inc. Fitzgibbons was a Partner of MLCP from 1993 to 1994 and an Executive Vice President of MLCP from 1988 to 1993. Mr. Fitzgibbons was also a Managing Director of the Investment Banking Division of ML&Co. from 1978 to July 1994. Robert F. End...............43 Director since February 17, 1993. Director of Mr. End is a director of Goss Graphic MLCP since 1993 and a Partner and a Director of SP Systems, Inc. and Packard BioScience since July 1993 and a Partner and a Director of Company. SPII since 1994. Prior to July 1994, Mr. End was a Partner of MLCP from 1993 to 1994 and a Vice President of MLCP from 1989 to 1993. Mr. End was also a Managing Director of the Investment Banking Division of ML&Co. from 1993 to July 1994.
Name Age Business Experience During Past Five Years Other Public Directorships - ---- --- ------------------------------------------ -------------------------- Scott M. Shaw...............36 Director since February 17, 1993. Partner and Mr. Shaw is a director of Dictaphone Director of SP since February 1999. Prior to Corporation and Goss Graphic Systems, becoming a Partner and Director, Mr. Shaw was a Inc. Principal of SP since July 1993. Mr. Shaw has also been a Partner and Director of SP II since February 1999. Prior to July 1994, Mr. Shaw was a Vice President of MLCP from January 1994, an Associate of MLCP from 1991 to 1994 and an Analyst of MLCP from 1986 to 1989. Mr. Shaw was also a Vice President of the Investment Banking Division of ML&Co. from January to July 1994 and an Associate of the Investment Banking Division of ML&Co. from 1991 to 1994 and an Analyst of the Investment Banking Division of ML&Co. from 1986 to 1989. Michael Pade................49 Executive Vice President and Director. Mr. Pade became Executive Vice President of UATC in February 1997 in charge of film operations and was elected Director May 7, 1998. Mr. Pade joined UATC in October 1994 as a Senior Vice President of film operations. Prior to joining UATC, Mr. Pade worked for Mann Theatres as the Senior Vice President in charge of domestic film booking.
Information regarding executive officers of UATC who are not directors of UATC as of March 19, 1999 is set forth below. Executive officers will hold office for such term as may be prescribed by the Board of Directors and until such person's successor is chosen and qualified or until such person's death, resignation, or removal.
Name Age Business Experience During Past Five Years - ---- --- ------------------------------------------ Neil Pinsker............43 Executive Vice President. Mr. Pinsker was promoted to Executive Vice President of UATC in charge of theatre operations in January 1999. Mr. Pinsker was most recently Vice President of the Western region operations, and has previously directed the east and central regional operations of UATC. Joining UATC in May of 1970, as a third generation theatre operator, Mr. Pinsker has four decades of theatre experience. Gene Hardy..............48 Executive Vice President and General Counsel. Mr. Hardy was promoted to Executive Vice President of UATC in charge of legal affairs and general counsel in September 1994. Mr. Hardy was previously the Senior Vice President and general counsel of UATC. Michael Pade............49 Executive Vice President. Mr. Pade became Executive Vice President of UATC in February 1997 in charge of film operations. Mr. Pade joined UATC in October 1994 as a Senior Vice President of film operations. Prior to joining UATC, Mr. Pade worked for Mann Theatres as the Senior Vice President in charge of domestic film booking. Jim Ruybal..............53 Executive Vice President. Mr. Ruybal became Executive Vice President of UATC in 1992. Mr. Ruybal's duties include supervision of UATC's Satellite Theatre Network(TM). Bruce M. Taffet.........51 Executive Vice President. Mr. Taffet was promoted to Executive Vice President in January 1995 and is responsible for purchasing, marketing and national concession operations of UATC. Prior to February 1995, Mr. Taffet was the Senior Vice President in charge of national concession operations of UATC. Trent J. Carman.........38 Senior Vice President. Chief Financial Officer since March 6, 1998. Mr. Carman was previously the Senior Vice President and Treasurer of UATC from September 1997 to March 6, 1998 and was Vice President of Finance from June 1992 to September 1997.
There are no family relationships between any of the directors and executive officers named above. During the past five years, none of the directors and executive officers named above were involved in any legal proceedings that would be material to an evaluation of his ability or integrity. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K 3. Exhibits The following exhibits are filed herewith or incorporated by reference herein (according to the number assigned to them in Item 601 of Regulation S-K) as noted: 3.1 Restated Articles of Incorporation of United Artists Theatre Circuit, Inc. (1) 3.2 By-laws of United Artists Theatre Circuit, Inc. (1) 10.1 Credit Agreement, dated as of April 21, 1998, among United Artists Theatre Company and Bank of America National Trust and Savings Association, BankBoston, N.A., NationsBank Texas, N.A. and Merrill Lynch Capital Corporation and Morgan Stanley Senior Funding, Inc. and the leaders party thereto. (5) 10.2 Trust Indenture and Security Agreement dated as of December 13, 1995, between Wilmington Trust Company, William J. Wade and Fleet National Bank of Connecticut, and Alan B. Coffey. (3) 10.3 Pass Through Certificates, Series 1995-A Registration Rights Agreement, dated as of December 13, 1995 among United Artists Theatre Circuit, Inc., Morgan Stanley & Co. Incorporated and Merrill Lynch, Pierce, Fenner & Smith Incorporated. (3) 10.4 Participation Agreement, dated as of December 13, 1995, among United Artists Theatre Circuit, Inc., Wilmington Trust Company, William J. Wade, Theatre Investors, Inc., Northway Mall Associates, LLC, Wilmington Trust Company, William J. Wade, Fleet National Bank of Connecticut, Alan B. Coffey and Fleet National Bank of Connecticut. (3) 10.5 Pass Through Trust Agreement, dated as of December 13, 1995, between United Artists Theatre Circuit, Inc. and Fleet National Bank of Connecticut. (3) 10.6 Lease Agreement, dated as of December 13, 1995, between Wilmington Trust Company and William J. Wade and United Artists Theatre Circuit, Inc. (3) 10.7 Lease Agreement, dated as of October 1, 1988, between United Artists Properties I Corporation and United Artists Theatre Circuit, Inc. (1) 10.8 United Artists Theatre Company Stock Incentive Plan. (5) 10.9 Stockholders' Agreement, dated as of May 12, 1992, by and among United Artists Theatre Company, Merrill Lynch Capital Appreciation Partnership No. B-XIX, L.P., Roman Nineteen Offshore Fund B.V., ML IBK Positions, Inc., MLCP Associates L.P. No. II, Equitable Capital Private Income and Equity Partnership II, L.P. and Equitable Deal Flow Fund, L.P. and the holders of Options or Restricted Stock awards under the Management Stock Option Plan. (1) 10.10 Amendment No. 1, dated as of July 15, 1992, to the Stockholders' Agreement, dated as of May 12, 1992, by and among United Artists
Theatre Company, Merrill Lynch Capital Appreciation Partnership No. B-XIX, L.P., Roman Nineteen Offshore Fund B.V., ML IBK Positions, Inc., MLCP Associates L.P. No. II, Equitable Capital Private Income and Equity Partnership II, L.P. and Equitable Deal Flow Fund, L.P. and the holders of Options or Restricted Stock awards under the Management Stock Option Plan. (1) 10.11 Stock Subscription Agreement, dated as of May 12, 1992, by and among United Artists Theatre Company, Merrill Lynch Capital Appreciation Partnership No. B-XIX, L.P., Roman Nineteen Offshore Fund B.V., ML IBK Positions, Inc., MLCP Associates L.P. No. II, Equitable Capital Private Income and Equity Partnership II, L.P. and Equitable Deal Flow Fund, L.P. (1) 10.12 Non-Competition Agreement, dated as of May 12, 1992, by and among Tele-Communications, Inc., United Artists Theatre Circuit, Inc. and United Artists Theatre Company. (1) 10.13 Trademark Agreement as of May 12, 1992 by United Artists Entertainment Company, United Artists Holdings, Inc., United Artists Cable Holdings, Inc., United Artists Theatre Holding Company, on the one hand and United Artists Theatre Circuit, Inc., United Artists Realty Company, UAB, Inc., and UAB II, Inc., on the other hand. (1) 10.14 United Artists Theatre Circuit 401(k) Savings Plan. (1) 10.15 United Artists Theatre Circuit Supplemental 401(k) Savings Plan. (2) 10.16 Tax Sharing Agreement, dated as of May 12, 1992, between United Artists Theatre Company and United Artists Theatre Circuit, Inc. (1) 10.17 Form of Employment Agreement, dated as of May 12, 1992, between UATC and Kurt C. Hall. (1) 10.18 Employment Agreement Extension Letter dated as of May 12, 1998, between United Artists Theatre Circuit, Inc. and Kurt C. Hall. (4) 10.19 Amendment to the United Artists Theatre Circuit, Inc. 401(K) savings Plan dated as of January 1, 1997. (4) 10.20 United Artists Theatre Company 1998 Management Stock Plan. (6) 21.1 Subsidiaries of United Artists Theatre Circuit, Inc. (4) 27.1 Financial Data Schedule. (7)
- ------------------------ (1) Incorporated herein by reference from Form S-1 dated October 5, 1992. (2) Incorporated herein by reference from Form 10-K for the year ended December 31, 1993. (3) Incorporated herein by reference from Form S-2 dated January 31, 1996. (4) Incorporated herein by reference to Form 10-K for the year ended December 31, 1996. (5) Incorporated herein by reference to Form S-4 for United Artists Theatre Company, dated June 16, 1998. (6) Incorporated herein by reference to Form S-8 for United Artists Theatre Company, dated October 15, 1998. (7) Previously filed. 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 thereunto duly authorized. UNITED ARTISTS THEATRE CIRCUIT, INC. (Registrant) /S/ Trent J. Carman ----------------------------- BY: Trent J. Carman Chief Financial Officer Date: April 16, 1999 -----END PRIVACY-ENHANCED MESSAGE-----