SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1 to
Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
For the fiscal year ended December 31, 1993
Commission File No. 1-8283
Great American Communications Company
Incorporated under the IRS Employer
laws of Florida Identification No. 59-2054850
One East Fourth Street
Cincinnati, Ohio 45202
Phone: (513) 579-2177
Securities registered pursuant to Section 12(b) of the Act:
None.
Securities registered pursuant to Section 12(g) of the Act:
Title of Each Class Quoted On
Class A Common Stock, $.01 par value NASDAQ/NMS
Other securities for which reports are submitted pursuant to
Section 15(d) 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 need 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 has filed
all documents and reports required to be filed by Sections 12,
13 or 15(d) of the Securities Exchange Act of 1934 subsequent
to the distribution of securities under a plan confirmed by a
court. Yes _X_ No ___
As of March 1, 1994, there were 10,153,672 shares of
Class A Common Stock outstanding (not including 1,163,524
shares of Class B Common Stock which are convertible at any
time on a one-for-one basis into shares of Class A Common
Stock). The aggregate market value of Class A Common Stock
held by non-affiliates of the Registrant at March 1, 1994, was
approximately $105.1 million (based on non-affiliated holdings
of 6,470,671 shares and a market price of $16.25 per share).
Documents Incorporated by Reference:
List hereunder the following documents if incorporated by
reference and the Part of the Form 10-K into which the
document is incorporated: None.
<PAGE> 1
PART III
ITEM 10
Directors and Executive Officers of the Registrant
The following table sets forth certain information
regarding Great American Communications Company's ("GACC")
directors and executive officers:
<TABLE>
<CAPTION>
Director or
Name Age Position Officer Since
<S> <C> <S> <C>
Carl H. Lindner 75 Chairman of the Board 1994
John P. Zanotti 45 Chief Executive Officer, 1992
Director
S. Craig Lindner 39 Director 1982
Randolph L. Booth 41 Director 1993
Theodore H. Emmerich 67 Director 1989
James E. Evans 48 Director 1984
Nathan Bilger 67 Director 1993
Bradley J. Wechsler 42 Director 1993
William T. Baumann 49 Executive Vice President 1990
Gregory C. Thomas 46 Executive Vice President, 1990
Chief Financial Officer
and Treasurer
Samuel J. Simon 37 General Counsel and Secretary 1990
Anita L. Wallgren 40 Vice President and 1990
Associate General Counsel
Ronald L. Mazuk 47 Vice President - Tax 1993
</TABLE>
<PAGE> 2
Mr. Carl H. Lindner has been Chairman of the Board of
Directors and Chief Executive Officer of AFC since AFC was
founded over 30 years ago. AFC is a holding company operating
through wholly-owned and majority-owned subsidiaries and other
companies in which it holds significant ownership interests.
Mr. Lindner also serves as Chairman of the Board of the
following publicly traded companies: American Annuity Group,
Inc. ("AAG"), American Financial Enterprises, Inc. ("AFEI"),
American Premier Underwriters, Inc. ("American Premier"),
Chiquita Brands International, Inc. ("Chiquita"), and General
Cable Corporation ("General Cable"). AFC owns a substantial
beneficial interest in all of these companies. Although not a
director or officer of GACC at the time of the filing of
GACC's prepackaged plan of reorganization under Chapter 11 of
the Bankruptcy Code (the "Restructuring"), Mr. Lindner had
been Chairman of the Board and Chief Executive Officer of GACC
prior to 1993. He was again elected to the position of
Chairman of the Board of GACC in January 1994.
Mr. Zanotti has been Chief Executive Officer of GACC
since December 1992, having previously served as its Executive
Vice President and the President and Chief Operating Officer
of Great American Broadcasting Company ("GABC") since January
1992. Mr. Zanotti had served as President-Television Group of
GABC since February 1991. Prior to such time, Mr Zanotti was
Publisher of THE ARIZONA REPUBLIC and THE PHOENIX GAZETTE and
Chief Executive Officer and Executive Vice President of
Phoenix Newspapers, Inc. from March 1990 to February 1991.
For over four years prior to such time, Mr. Zanotti was
President and Publisher of THE CINCINNATI ENQUIRER.
Mr. S. Craig Lindner has served as President and a
Director of AAG since March 1993. For more than five years,
he has also been Senior Executive Vice President of American
Money Management Corporation, a subsidiary of AFC which
provides investment management services to AFC and certain of
its affiliates. He is also a director of AAG, American
Premier, Chiquita, General Cable and Spelling Entertainment
Group Inc. He is the son of Carl H. Lindner.
Mr. Booth has been a principal of Capital City Advisors,
Inc., a consulting firm specializing in mergers, acquisitions
and financings since 1993. Prior to such time, Mr. Booth
served as the Vice President-Finance and Chief Financial
Officer of Turner Broadcasting Systems, Inc. since 1987.
Mr. Emmerich, prior to his retirement in September 1986,
was managing partner of the Cincinnati office of Ernst &
Whinney, an independent accounting firm (now Ernst & Young).
He is also a director of American Premier, Cincinnati Milicron
Commercial Corporation, Carillon Fund, Inc., a trustee of
Carillon Investment Trust and Gradison Custodian Trust and
Gradison & McDonald Municipal Custodial Trust.
<PAGE> 3
Mr. Evans has served as Vice President and General
Counsel of AFC for more than five years. He is also director
of AFEI and American Premier.
Mr. Bilger currently acts as a consultant to an estate
with substantial real estate and financial holdings and has
acted in such capacity since April 1992. Prior to such time,
Mr. Bilger was employed in various capacities by entities
controlled by such estate since 1988.
Mr. Wechsler has been, since 1990, the President of
Entertainment Finance Services, Inc. and Bedford Capital
Advisors, Inc., companies which provide financial and advisory
services to media and entertainment companies. Prior to such
time, Mr. Wechsler was a partner with Drexel Burnham Lambert
Incorporated since 1988. Mr. Wechsler currently is a member
of the Board of Directors of Metro-Goldwyn-Meyer Inc.
Mr. Baumann has served as an Executive Vice President of
GACC since May 1990, and for more than three years prior to
such time served as Senior Vice President-Planning and
Corporate Development of GABC.
Mr. Thomas was elected Executive Vice President and Chief
Financial Officer of GACC in May 1990, and for over three
years prior to such time served as Senior Vice President and
Chief Financial Officer of GABC. Mr. Thomas was appointed
Treasurer of GACC in March 1992.
Mr. Simon was appointed General Counsel and Secretary of
the Company in May 1990 and for more than four years
previously served as an attorney in the General Counsel's
Office of AFC.
Ms. Wallgren was elected Vice President of GACC in May
1990, and until such election served as Vice President of GABC
since September 1988. In September 1993, she was appointed to
the additional position of Associate General Counsel.
Mr. Mazuk was appointed Vice President - Tax of GACC in
December 1993. He has served as an executive in the tax
department of the Company for over five years.
COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT
Section 16 of the Securities Exchange Act of 1934
requires GACC's executive officers, directors and persons who
own more than 10% of a registered class of the Company's
equity securities to file reports of ownership and changes in
such ownership. Based on a review of copies of such forms
<PAGE> 4
received by it, except as noted below, the Company believes
that all of its executive officers, directors and 10% owners
complied with the Section 16 reporting requirements. Lion
Advisors, L.P. the owner of 100% of the Company's Class B
Common Stock, filed a Form 3 Insider Report approximately 30
days late.
ITEM 11
Executive Compensation
Summary of Cash and Certain Other Compensation
The following table shows, for the fiscal years ending
December 31, 1993, 1992 and 1991, the cash compensation paid
by GACC, as well as certain other compensation paid during or
accrued for those years, to each of the executive officers of
GACC whose compensation exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
Year (1) Other Annual
Name and Principal Position Salary ($) Bonus Compensation
($) (2) ($) (3)
<S> <C> <C> <C> <C>
John P. Zanotti 1993 $393,200 $472,500 $6,082
Chief Executive 1992 $335,000 $120,000 $2,580
Officer
William T. Baumann 1993 $208,690 $60,000 $5,862
Executive Vice 1992 $210,000 $0 $3,520
President 1991 $209,000 $50,000 $3,520
Gregory C. Thomas 1993 $214,480 $165,000 $5,875
Executive Vice 1992 $210,000 $20,000 $3,520
President and Chief 1991 $194,000 $95,000 $3,275
Financial Officer
Ronald L. Mazuk 1993 $138,280 $5,000 $4,476
Vice President - Tax
Anita L. Wallgren 1993 $121,200 $12,500 $4,296
Vice President and 1992 $119,000 $10,000 $3,080
Associate General 1991 $109,000 $10,000 $2,070
Counsel
<FN>
(1) Compensation information for Mr. Zanotti for 1991 and for
Mr. Mazuk for 1992 and 1991 is omitted from the table
because the two were not officers of GACC during that period.
(2) Includes annual cash bonuses and, for Messrs. Zanotti and
Thomas, stock awards (valued as of the date of grant)
issued in connection with the successful completion of
the Company's financial restructuring.
(3) Includes compensation in the form of group life insurance
and contributions to the Thrift Savings Plan.
</TABLE>
<PAGE> 5
STOCK OPTION GRANTS, EXERCISES AND HOLDINGS
During 1993, GACC made no grants of stock options to
executive officers and no stock options were exercised.
Pursuant to the Restructuring, all then outstanding employee
stock options were cancelled on December 28, 1993. None of
these options were in-the-money at any time during 1993.
MANAGEMENT COMPENSATION PURSUANT TO EMPLOYEE BENEFIT PLANS
Described below are certain employee benefit plans of
GACC pursuant to which cash or non-cash compensation was paid,
distributed to or accrued for the benefit of its executive
officers during the last fiscal year.
Pension and Savings Plan
In 1992, GACC terminated a non-contributory, defined
benefit pension plan of its subsidiary, Great American
Broadcasting Company. As a result of the plan termination,
all participants in the pension plan as of June 30, 1992 were
eligible to receive benefits either in the form of a lump-sum
distribution or an annuity. Salary and service beyond June
30, 1992 were not used in calculating participants' benefits.
Messrs. Zanotti, Baumann, Thomas and Mazuk and Ms.
Wallgren were all participants in, the pension plan of GABC
terminated in 1992. Pursuant to the termination those persons
received distributions in 1993 as follows: Mr. Zanotti -
$26,710; Mr. Baumann - $185,889; Mr. Thomas - $150,839; Mr.
Mazuk - $84,939; and Ms. Wallgren - $25,000.
<PAGE> 6
Thrift Savings Plan
Great American Broadcasting Company has a voluntary
defined contribution Thrift Savings Plan that meets the
requirements of Section 401(k) of the Internal Revenue Code.
This plan provides a means by which employees can increase the
income available to them in retirement and gain a current tax
benefit for their contributions. Under this plan, employees
who so elect may have amounts ranging from 1% to 4% of monthly
compensation withheld from their pay and receive a matching
contribution from GABC amounting to $.50 for each dollar
saved. GABC's matching contribution is limited to $3,000 for
each employee per year, which affects only employees earning
more than $145,667 per year. Employees are limited by law to
a maximum contribution amount each year ($8,994 1993). In
addition, GABC makes an annual contribution to each employee's
account equal to 1% of such employee's annual compensation.
By law, the maximum contribution to any employee under that
component of the plan during 1993 was $2,358.
Subject to that limit, employees may contribute up to an
additional 11% of base compensation. Such additional amounts
are not matched by GABC. Participants are given the right to
choose among a number of different investment vehicles
selected by the plan committee. Account balances are paid out
to employees upon termination of employment, based upon 100%
vesting of their personal contributions and GABC's 1%
contribution and upon a vesting schedule on GABC's matching
contributions of 10% vesting for each of the first four years
of service and 20% vesting for each of the next three years of
service resulting in 100% vesting upon completion of seven
years of service. Amounts contributed by GABC for the
calendar year 1993 are included in the compensation table.
COMPENSATION OF DIRECTORS
Each Director who is not a salaried officer of GACC was
paid an annual fee of $12,000 plus $750 for each Board of
Directors meeting attended in 1993. Directors who are not
salaried officers of GACC and serve on committees of the Board
of Directors received an additional fee of $500 per committee
meeting attended. Committee chairmen not otherwise
compensated for their services to GACC were paid an additional
$5,000 annually.
<PAGE> 7
ITEM 12
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 GACC to be the beneficial owner
of more than five percent of GACC's Class A Common Stock.
Amount and Percent of
Name and address of Beneficial Nature of Class
Owner Beneficial
Ownership
American Financial Corporation
One East Fourth Street 2,202,533 (a) 21.7%
Cincinnati, Ohio 45202
Kemper Financial Services
120 South LaSalle Street 772,555 7.6%
Chicago, Illinois 60603
FMR Corp.
82 Devonshire Street 1,621,074 (b) 16.0%
Boston, Massachusetts 02109-3614
Lion Advisors, L.P.
1301 Avenue of the Americas 1,163,524 (c) 10.3% (c)
New York, New York 10019
Carl H. Lindner
One East Fourth Street 3,683,001 (d) 36.3%
Cincinnati, Ohio 45202
(a) AFC and Carl H. Lindner, the beneficial owner of 40.9% of
AFC's common stock and the Chairman of its Board of
Directors 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.
(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 conversion would violate applicable law,
including the federal Communications Act of 1934.
<PAGE> 8
(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.
The following table sets forth certain information
as of March 31, 1994 as to the security ownership of Class A
Common Stock owned by each of GACC's Directors and all
Directors and Officers of GACC as a group.
Amount and Nature
Name of Beneficial Owner of Beneficial Percent of
Ownership Class
Carl H. Lindner 3,683,001 (a) 36.3%
John P. Zanotti 12,503 *
S. Craig Lindner 0 0
Randolph L. Booth 0 0
Theodore H. Emmerich 0 0
James E. Evans 20,000 *
Nathan Bilger 0 0
Bradley J. Wechsler 0 0
All directors and officers 3,746,983 (a) 36.9%
* Less than one percent
(a) Includes 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.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1993, executive compensation was determined by the
Executive Committee of the Board of Directors, which committee
consisted of S. Craig Lindner and John P. Zanotti, Chief
Executive Officer of GACC. In early 1994, following the
Restructuring, the Board of Directors appointed a compensation
committee which will perform these functions in the future.
<PAGE> 9
ITEM 13
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
GACC has had and expects to continue to have transactions
with its directors, officers, principal shareholders, their
affiliates and members of their families. The terms of these
transactions are comparable to those which would apply to
unrelated parties.
GACC purchases substantially all of its property and
casualty insurance coverage through certain subsidiaries of
AFC. During 1993, GACC paid insurance premiums of
approximately $1.6 million to insurance agencies then
controlled by AFC. Of such premiums, approximately $1.25
million were ultimately remitted to AFC insurance company
subsidiaries.
GACC leases its corporate headquarters from AFC under a
five year lease, which commenced in November 1989. During
1993, GACC paid $260,000 to AFC under the lease.
AFC provided certain legal, investment, accounting, tax,
financial and office services to GACC. During 1993, GACC and
its subsidiaries were charged $90,000 by AFC for these
services.
GACC estimates that the following affiliates of AFC and
entities in which AFC or Carl H. Lindners' immediate family
members have or had substantial holdings paid in the aggregate
approximately $570,000 in radio and television advertising
fees to GACC during 1993: Chiquita, The Provident Bank, United
Dairy Farmers, Inc. (principally owned by Robert D. Lindner,
brother of Carl H. Lindner) and Thriftway, Inc. (principally
owned by Richard E. Lindner, brother of Carl H. Lindner).
GACC utilizes the services of Provident Travel
Corporation, an AFC subsidiary travel agency, to facilitate
business travel by Company employees. In 1993, GACC had
approximately $618,000 of bookings through this agency, all on
terms and conditions customarily offered by commercial travel
agencies in the area.
From time to time, AFC advanced funds to GACC and its
subsidiaries on an unsecured basis. The highest balance under
such advances during 1993 was approximately $882,000.
Pursuant to the Restructuring, the balance was extinguished on
December 28, 1993.
During 1993, GACC had outstanding a line of credit from
AFC. The highest balance under the line during 1993 was
$42,500,000. Pursuant to the Restructuring, the balance on
the line of credit was exchanged for 75,000 shares of Class A
Common Stock.
<PAGE> 10
Pursuant to the Restructuring, GACC effected a 1-for-300
reverse stock split pursuant to which each share of GACC
Common Stock held by AFC became 1/300th of a share of Class A
Common Stock. In addition, AFC received 1,453,978 shares of
Class A Common Stock in exchange for certain debt securities
of GACC; 673,555 shares of Class A Common Stock in exchange
for preferred stock of a subsidiary of GACC; 75,000 shares of
Class A Common Stock in exchange for the line of credit; and
94,837 shares by an AFC purchase made as a result of a
required capital contribution to GACC. Pursuant to this
capital contribution undertaking, AFC purchased the 94,837
shares of Class A Common Stock for $12.24 per share and
approximately $6.4 million principal amount of GACC 14% Notes
and accrued interest for approximately $7.95 million in cash.
Carl H. Lindner received 1,379,151 shares in the
Reorganization in exchange for certain GACC debt securities.
A charitable foundation affiliated with Mr. Lindner received
101,317 shares of Class A Common Stock in exchange for its
GACC debt securities.
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Amendment to be
signed on its behalf by the undersigned, thereunto duly
authorized.
GREAT AMERICAN COMMUNICATIONS COMPANY
April 27, 1994 By: Gregory C. Thomas
Executive Vice President and
Chief Financial Officer
