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SCHEDULE 14C
(Rule 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934 (Amendment No. )
Check the appropriate box:
/x/ Preliminary information statement
/ / Definitive information statement
Great American Communications Company
(Name of Registrant as Specified in Charter)
Samuel J. Simon, Esq.
(Name of Person(s) Filing the Information Statement)
Payment of filing fee (check the appropriate box):
/x/ $125 per Exchange Act Rule 0-11(c)(1)(ii), or 14c-5(g).
/ / Fee computed on table below per Exchange Act Rules 14c-5(g)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
Class A Common Stock, Class B Common Stock
(2) Aggregate number of securities to which transaction applies:
10,153,672 shares of Class A Common Stock; 1,163,524 shares
of Class B Common Stock
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:1
Not Applicable
1 Set forth the amount on which the filing fee is calculated and
state how it was determined.
(4) Proposed maximum aggregate value of transaction:
Not Applicable
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
Note. Where any item, other than Item 4, calls for
information with respect to any matter to be acted upon
at the meeting or, if no meeting is being held, by
written authorization or consent, such item need be
answered only with respect to proposals to be made by
the registrant. Registrants and acquirees that meet
the definition of "small business issuer" under Rule
12b-2 of the Exchange Act shall refer to the disclosure
items in Regulation S-B and not Regulation S-K. If
there is no comparable disclosure item in Regulation S-
B, small business issuers need not provide the finan-
cial information in Item 310 of Regulation S-B in lieu
of any financial statements required by Item 1 of Rule
14c-101.
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GREAT AMERICAN COMMUNICATIONS COMPANY
One East Fourth Street
Cincinnati, Ohio 45202
(513) 562-8000
INFORMATION STATEMENT
May __, 1994
NOTICE OF ACTION BY WRITTEN CONSENT
The Board of Directors of Great American Communications
Company ("Company") has decided to amend its Articles of Incorpo-
ration to change the Company's name to _______________________
following the Company's recently completed comprehensive finan-
cial restructuring.
Under Section 607.0704 of the Florida Business Corporation
Act, any action permitted to be taken at an annual or special
meeting of stockholders of a Florida corporation may be taken
without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action to be taken, is
signed by the holders of sufficient shares to take such action if
a meeting would have been held. Within ten days after obtaining
such authorization by written consent, notice must be given to
those stockholders who have not consented in writing summarizing
the material features of the authorized action.
The Company has obtained the written consent of holders of
___% of the Company's outstanding Class A Common Stock and 100%
of the Company's outstanding Class B Common Stock and, therefore,
no further consent or vote of stockholders is necessary to effect
this change.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO
SEND US A PROXY.
This Information Statement was first sent to stockholders on
May __, 1994.
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VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS
At March 31, 1994, the Company had two classes of voting
securities outstanding, namely, 10,153,672 shares of Class A
Common Stock and 1,163,524 shares of Class B Common Stock. Both
classes of Common Stock have the same rights and characteristics
except that holders of Class A Common Stock are entitled to one
vote for each share and holders of Class B Common Stock are
entitled to one vote for each five shares. The Class B Common
Stock is convertible, on a one-for-one basis, into Class A Common
Stock either at the option of the holder or automatically upon
the sale of such shares by the holder.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of
March 31, 1994 as to the security ownership of those persons
owning of record or known to the Company to be the beneficial
owner of more than 5% of the Company's Class A Common Stock.
<TABLE>
<CAPTION>
Amount and Nature Percent of
Name and Address of Beneficial of Beneficial Class (a)
Owner Ownerership
<S> <C> <C>
American Financial Corporation 2,202,533 (a) 21.7%
One East Fourth Street
Cincinnati, Ohio 45202
Kemper Financial Services 772,555 7.6%
120 South LaSalle Street
Chicago, Illinois 60603
FMR Corp. 1,621,074 (b) 16.0%
82 Devonshire Street
Boston, Massachusetts 02109-3614
Lion Advisors, L.P. 1,163,524 (c) 10.3%(c)
1301 Avenue of the Americas
New York, New York 10019
Carl H. Lindner 3,683,001 (d) 36.3%
One East Fourth Street
Cincinnati, Ohio 45202
</TABLE>
(a) AFC and Carl H. Lindner, the beneficial owner of 40.9% of
AFC's Common Stock and the Chairman of its Board of Direc-
tors and its Chief Executive Officer, share voting and
dispositive power with respect to shares of Common Stock
owned by AFC.
(b) Includes 1,358,310 shares as to which a subsidiary of FMR
Corp. acts as an investment advisor with certain rights of
disposition but without the right to vote.
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(c) Assumes conversion of the Class B Common Stock into Class A
Common Stock. Lion Advisors, L.P. beneficially owns all
1,163,524 shares of GACC Class B Common Stock. Shares of
Class B Common Stock are convertible at any time on a one-
for-one basis into Class A Common Stock, unless such conver-
sion would violate applicable law, including the Federal
Communications Act of 1934.
(d) Includes the 2,202,533 shares of Class A Common Stock held
by AFC and 101,317 shares of Class A Common Stock held by a
charitable foundation over which Mr. Lindner shares voting
and/or dispositive power.
