<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to SECTION 240.14a-11(c) or SECTION 240.14a-12
Ackerley Communications, Inc.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Merrill Corporation
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
______________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
_____________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
_____________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
_____________________________________________________________________
(5) Total fee paid:
_____________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] 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:
_____________________________________________________________________
<PAGE>
ACKERLEY
COMMUNICATIONS, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of Shareholders of Ackerley Communications, Inc. will be
held at The Rainier Club, 820 4th Avenue, Seattle, Washington, on Monday, May 1,
1995 at 9:00 a.m., Pacific Daylight Savings Time, for the purpose of considering
and voting upon the following matters:
1. ELECTION OF DIRECTORS. Electing a Board of Directors to hold office
until the next Annual Meeting of Shareholders and until their
successors have been elected and qualified.
2. WHATEVER OTHER BUSINESS properly may be brought before the meeting or
any adjournment thereof.
Shareholders of record of Common Stock and Class B Common Stock at the
close of business on March 17, 1995 are entitled to notice of and to vote at the
Annual Meeting. A complete list of shareholders entitled to vote will be
available for examination at the Annual Meeting and at the Company's
headquarters, Suite 3770, Seafirst Fifth Avenue Plaza, 800 Fifth Avenue,
Seattle, Washington, for ten days before the meeting.
By Order of the Board of Directors
/s/ Denis M. Curley
____________________________________
Seattle, Washington Denis M. Curley
March 27, 1995 Executive Vice President and Chief
Financial Officer, Treasurer and Secretary
PLEASE SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE, WHETHER OR
NOT YOU INTEND TO ATTEND THE MEETING IN PERSON. THE PROXY MAY BE REVOKED BY
DELIVERING WRITTEN NOTICE TO THE ASSISTANT SECRETARY OF THE COMPANY AT ANY TIME
PRIOR TO ITS EXERCISE.
<PAGE>
ACKERLEY
COMMUNICATIONS, INC.
March 27, 1995
TO OUR SHAREHOLDERS:
You are cordially invited to attend the Annual Meeting of Shareholders
of Ackerley Communications, Inc. (the "Company"), which will be held at
9:00 a.m., Pacific Daylight Savings Time on Monday, May 1, 1995, at The Rainier
Club, 820 4th Avenue, Seattle, Washington. In that connection, please find
enclosed a Notice of Annual Meeting, a Proxy Statement, a form of Proxy and a
copy of the Company's Annual Report on Form 10-K.
At the Annual Meeting, you will be asked to elect directors of the
Company. If you do not plan to attend this meeting, we request that you return
the enclosed proxy promptly in the return envelope provided for your
convenience, so that as many shares as possible will be represented at the
meeting. If you attend the meeting, you may vote in person.
Sincerely yours,
Denis M. Curley
Executive Vice President and
Chief Financial Officer,
Treasurer and Secretary
<PAGE>
[ACKERLEY LETTERHEAD]
PROXY STATEMENT
This Proxy Statement and the accompanying Proxy are being first sent
or given to shareholders on or about March 27, 1995, for use in connection with
the Annual Meeting of Shareholders of Ackerley Communications, Inc. (the
"Company") to be held on Monday, May 1, 1995 at 9:00 a.m., Pacific Daylight
Savings Time. Only those shareholders of record of the Company's voting common
stock, par value $.01, including Common Stock and Class B Common Stock, at the
close of business on March 17, 1995, shall be entitled to notice of the meeting
and to vote. The number of shares of voting common stock of the Company
outstanding and entitled to vote at the Annual Shareholders' Meeting is
9,598,433 shares of Common Stock and 5,865,861 shares of Class B Common Stock.
The enclosed Proxy is solicited by and on behalf of the Board of
Directors of the Company, and the costs of solicitation will be borne by the
Company. In addition to the use of the mails, solicitation may be made, without
additional compensation, by directors and officers and regular employees of the
Company, by telephone, telegraph and personal interview. The Company will
reimburse brokers, nominees and similar record holders for reasonable expenses
in mailing proxy material to beneficial owners.
If the enclosed Proxy is duly executed and received in time for the
meeting, it is the intention of the persons named therein to vote the shares
represented by the Proxy "FOR" the matter in question, unless otherwise
indicated. Any proxy given by a shareholder may be revoked before its exercise
by notice to the Assistant Secretary of the Company in writing at any time prior
to its use. The shares represented by properly executed proxies will be voted in
accordance with the specifications therein, or, if no preference is specified,
in accordance with the recommendation of management as specified above. On each
matter before the meeting, including the election of directors, holders of
Common Stock have one vote for each share of Common Stock held and holders of
Class B Common Stock have ten (10) votes for each share of Class B Common Stock
held. Shareholders are not entitled to cumulate their votes in the election of
directors.
ITEM 1 - ELECTION OF DIRECTORS
The Company's Bylaws provide that the number of directors to be
elected at the shareholders' meeting shall be not less than one (1) nor more
than eight (8), as determined by the Board of Directors. The Company's Third
Restated Certificate of Incorporation provides that the Company's Board may
change the number of directors from time to time, and the Company's Bylaws
provide that the Company's Board may fill any vacancies created. The Board of
Directors has fixed the number of directors to be elected at this Annual Meeting
at five (5).
<PAGE>
If any nominee should refuse or be unable to serve, the Proxy will be
voted for such person as shall be designated by the Board of Directors to
replace any such nominee. The Board of Directors presently has no knowledge that
any of the nominees will refuse or be unable to serve.
The following table sets forth certain information with respect to the
(i) nominees for director, including their ages, their principal occupations
during the past five (5) years, the year first elected a director of the Company
and the number of shares of the Company's Common Stock and Class B Common Stock
beneficially owned by each on March 17, 1995; (ii) information, as of March 17,
1995, regarding the number of shares of Common Stock and Class B Common Stock
beneficially owned by each of the executive officers named in the table
appearing under "Executive Compensation" below and by the directors and
Executive Officers of the Company as a group. Two of the nominees, Messrs.
Ackerley and Thielen, are presently directors of the Company.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
Name, Age and Shares of the Company's Common Stock
Principal Occupation and Class B Common Stock and Percent
During Past Five Years of Class Beneficially Owned (1)
- --------------------------------------------------------------------------------------------------------------
Class B
Common Stock Percent Common Stock Percent
------------- ------- ------------ -------
<S> <C> <C> <C> <C>
Barry A. Ackerley, 60 5,431,438 (2) 56.6% 5,700,177 (2) 97.2%
Chairman and Chief Executive Officer
of the Company;
Director since 1975
Michel C. Thielen, 60 -0- * -0- *
President, MCT Thielen and
Associates (advertising agency);
Vice President, Executive Wings,
Inc. (airport operations company);
Director since 1979
Gail A. Ackerley, 57 5,431,438 (3) 56.6% 5,700,177 (3) 97.2%
Chairman of Ackerley Corporate
Giving (Company's charitable
activities);
Director Nominee
Richard P. Cooley, 71 -0- * -0- *
Retired, Chairman (1988-April 1994)
and Chief Executive Officer (1988-
1991), Seattle-First National
Bank; director, PACCAR; director,
Egghead Software Inc.;
Director Nominee
M. Ian G. Gilchrist, 45 -0- * -0- *
Managing Director, CS First Boston
Corporation (investment banking -
media/telecommunications);
Director Nominee
</TABLE>
- 2 -
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
Name, Age and Shares of the Company's Common Stock
Principal Occupation and Class B Common Stock and Percent
During Past Five Years of Class Beneficially Owned (1)
- -----------------------------------------------------------------------------------------------------------
Class B
Common Stock Percent Common Stock Percent
------------- ------- ------------ -------
<S> <C> <C> <C> <C>
William N. Ackerley, 34 11,715 * 6,234 (4) *
President and Chief Operating
Officer of the Company
Denis M. Curley, 47 1 * -0- *
Executive Vice President and
Chief Financial Officer,
Treasurer and Secretary
of the Company
Keith W. Ritzmann, 43 401 * 100 *
Vice President and Controller
of the Company
All Directors and Executive 5,443,555 56.7% 5,706,511 97.3%
Officers as a group (8 persons)
<FN>
__________
(1) Unless otherwise indicated, represents shares over which each nominee
exercises sole voting or investment power.
(2) Barry Ackerley and Gail Ackerley are husband and wife. Includes 3,632
shares of Common Stock and 132 shares of Class B Common Stock held by Gail
A. Ackerley, of which Mr. Ackerley disclaims beneficial ownership.
(3) Barry Ackerley and Gail Ackerley are husband and wife. The amount shown
includes 5,427,806 shares of Common Stock and 5,700,045 shares of Class B
Common Stock held by Barry A. Ackerley, of which Mrs. Ackerley disclaims
beneficial ownership.
(4) Includes 3,060 shares of Class B Common Stock held by his minor children,
for which William Ackerley exercises sole voting and investment power as
custodian under the Washington Uniform Transfer to Minor Act.
* Indicates amounts equal to less than 1% of the outstanding shares.
</TABLE>
The term of office for all the above nominees will be for one year and
until their successors are elected and have qualified.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE NOMINEES TO BE
ELECTED AS DIRECTORS.
INFORMATION CONCERNING THE BOARD OF DIRECTORS
All business of the Board of Directors of the Company during fiscal
1994 was conducted by unanimous written consent in lieu of any meeting. The
Board of Directors of the Company has established no committees.
- 3 -
<PAGE>
Under the federal securities laws, the Company's directors and
executive officers, and any persons holding more than 10% of the Company's
Common Stock are required to report their initial ownership of the Common Stock
and any subsequent changes in that ownership to the Securities and Exchange
Commission (the "Commission") and the American Stock Exchange. Specific due
dates for these reports have been established and the Company is required to
disclose in this Proxy Statement any failure to file by these dates. In 1992,
Mr. Barry Ackerley failed to timely file a Form 4 reflecting the purchase by his
wife, Gail Ackerley, of 3,500 shares of Common Stock. In making these
disclosures, the Company has relied solely on written representations of its
directors and executive officers and copies of the reports that they have filed
with Commission.
OWNERSHIP OF THE COMPANY COMMON STOCK
As of March 17, 1995, Barry A. Ackerley was the only person known to
the Company owning beneficially more than five percent (5%) of the Company's
outstanding shares of Common Stock and Class B Common Stock. See "Election of
Directors" above.
EXECUTIVE COMPENSATION
The following table sets forth certain information concerning
compensation paid or accrued by the Company during the fiscal years ended
December 31, 1994, 1993 and 1992, to or on behalf of the Company's Chief
Executive Officer and to or on behalf of each executive officer whose aggregate
cash compensation exceeded $100,000 for the prior fiscal year.
<TABLE>
<CAPTION>
Summary Compensation Table
- -----------------------------------------------------------------------------------------------------------------------------
Long Term Compensation
----------------------
Annual Compensation Awards Payouts All Other
Compensation
-----------------------------------------------------------------------------------------------
Savings
Securities and
Other Annual Underlying LTIP Retirement
Name and Principal Compensation Options Payouts ($) Plan ($) Other($)
Position Year Salary ($) Bonus ($) ($)(1) (#) (2) (3) (4)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Barry A. Ackerley, 1994 $ 500,016 $ 200,000 N/A -0- $ -0- $6,000 $32,373
Chairman of the Board and 1993 $ 500,016 $ 200,000 N/A -0- $ -0- $8,994 $26,152
Chief Executive Officer 1992 $ 450,000 $ 136,619 N/A -0- $ -0- $8,728 $10,054
William N. Ackerley, 1994 $ 187,500 $ 62,500 N/A -0- $ -0- $6,000 $ 486
President and Chief 1993 $ 150,000 $ -0- N/A -0- $ -0- $5,600 $ 432
Operating Officer 1992 $ 83,375 $ 15,000 N/A 15,000 $ -0- $3,335 $ 128
</TABLE>
-4-
<PAGE>
<TABLE>
<CAPTION>
Summary Compensation Table
- -----------------------------------------------------------------------------------------------------------------------------
Long Term Compensation
----------------------
Annual Compensation Awards Payouts All Other
Compensation
-----------------------------------------------------------------------------------------------
Savings
Securities and
Other Annual Underlying LTIP Retirement
Name and Principal Compensation Options Payouts ($) Plan ($) Other($)
Position Year Salary ($) Bonus ($) ($)(1) (#) (2) (3) (4)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Denis M. Curley, 1994 $ 182,500 $ 61,500 N/A -0- $ -0- $6,000 $ 1,566
Executive Vice President 1993 $ 175,000 $ -0- N/A -0- $ -0- $8,000 $ 1,044
and Chief Financial 1992 $ 138,958 $ 25,000 N/A 20,000 $ -0- $5,558 $ 470
Officer, Treasurer and
Secretary
Keith W. Ritzmann 1994 $ 100,700 $ 12,139 N/A -0- $ -0- $3,743 $ 526
Vice President and 1993 $ 95,000 $ -0- N/A -0- $ -0- $3,911 $ 286
Controller 1992 $ 66,605 $ 2,780 N/A -0- $ -0- $2,664 $ 172
<FN>
______________________________________
(1) None of the named executives received perquisites or other personal
benefits, in any of the years shown, in an aggregate amount equal to or
exceeding the lesser of (i) $50,000 or (ii) 10% of the executive's total
annual salary and bonus for each year.
(2) The amounts appearing in this column are the value as of December 31,
1994, 1993 and 1992, respectively, of the shares earned under the
Company's Employee Stock Option Plan.
(3) The amounts appearing in this column are Company contributions and credits
on behalf of each named executive under the Company's Savings and
Retirement Plan.
(4) Includes value of life insurance in excess of $50,000 for each of the
named executives and imputed interest of indebtedness to the Company in
the amount of $26,055 incurred by Barry Ackerley.
</TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
No options were granted to any of the named executives during 1994.
-5-
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
This table includes the number of shares covered by both exercisable
and non-exercisable stock options held by each of the named executives as of
December 31, 1994. Also reported are the values for "in-the-money" options which
represent the positive spread between the exercise price of any such existing
stock options and the year-end price of the Common Stock. No options were
exercised by named executive officers during 1994.
<TABLE>
<CAPTION>
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
- -------------------------------------------------------------------------------------------------------
No. of Shares Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Fiscal Options at Fiscal
Year-End Year-End
Shares Acquired Value exercisable/ exercisable/
Name on Exercise Realized ($) unexercisable (#) unexercisable ($)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Barry A. Ackerley N/A N/A N/A N/A
William N. Ackerley N/A N/A -0-/15,000 -0-/$80,625
Denis M. Curley N/A N/A -0-/20,000 -0-/$107,500
Keith W. Ritzmann N/A N/A -0-/5,000 -0-/$26,875
</TABLE>
LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR
The Company did not grant any long-term incentive compensation to any of
the named executives offices during 1994.
BOARD REPORT ON EXECUTIVE COMPENSATION
The Company has no separate Compensation Committee. Consequently, all
compensation matters respecting the Company's executive officers is determined
by the Board of Directors acting as a whole.
In determining the compensation to be paid to the Company's executive
officers in 1994, the Board employed compensation policies designed to align the
compensation with the Company's overall business strategy, values and management
initiatives. These policies are intended to reward executives for enhancing the
long-term value of the Company's assets, to support a performance-oriented
environment that rewards achievement of internal goals and recognizes Company
performance compared to performance levels of companies in its industries, and
to attract and retain executives whose abilities are critical to the long-term
success and competitiveness of the Company. The Board believes that by striving
to best obtain these goals the executive officers should enhance shareholder
value for the long-term.
- 6 -
<PAGE>
The key components of executive officer compensation are (i) salary, which
is based on factors such as the individual officer's level of responsibility and
comparisons to similar positions in the Company's subsidiaries and comparable
media and advertising companies; (ii) cash bonus awards, which are based on
individual performance and the performance of the Company, measured primarily in
terms of increases in the Company's Operating Cash Flow and accomplishment of
the Company's strategic goals; and (iii) stock option awards which are intended
to increase the motivation for an interest in the Company's long-term success as
measured by the Company's share price.
The Board based the 1994 compensation of the executive officers on the
policies described above. The executives' salaries in 1994 were based on a
variety of factors including the salaries of the executive officers of
comparable media advertising companies. Cash bonuses were paid to certain
executive officers in early 1994 for accomplishing the 1993 refinancing of the
Company's senior debt. Additional cash bonuses were paid to executive officers
at year-end, primarily in recognition of the progress made by the Company during
the year in improving its Operating Cash Flow, achieving a record level of sales
and net income and pursuing the Company's overall strategic goals. Individual
performance was also taken into account.
The Board based the 1994 compensation of the Chief Executive Officer on the
policies described above. The Chief Executive Officer's salary in 1994 remained
at the same level as last year's and is believed to be in the lower range of
salaries of the chief executive officers of comparable media advertising
companies. The cash bonus which was paid to the Chief Executive Officer for
1994 was primarily in recognition of the record-level sales and net income as
well as the substantial progress, as determined by the Board of Directors, made
by the Company during the year toward (i) pursuing the Company's overall
strategic goals, which include the development of a new arena in Seattle and
(ii) attaining the Company's long-term goal of increasing the Company's earnings
per share.
Barry A. Ackerley, Director Michel C. Thielen, Director
REPRICING, REPLACEMENT OR CANCELLATION AND REGRANT OF OPTIONS
No adjustments or amendments to the exercise price of stock options
previously awarded to any of the named executives were made at any time during
1994.
BOARD OF DIRECTORS INTERLOCKS AND INSIDER PARTICIPATION
The Board of Directors as a whole determines the compensation to be paid
the Company's executive officers as well as the options to be granted any
executive officer at any time. Mr. Barry A. Ackerley, the Company's Chief
Executive Officer, has served on the Board of Directors during the past fiscal
year.
- 7 -
<PAGE>
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
The SEC requires that the Company include in this Proxy Statement a line-
graph presentation comparing cumulative, five-year shareholder returns on an
indexed basis with the S&P 500 Stock Index or other broad market index
performance and either a nationally recognized industry standard or an index of
peer companies selected by the Company. The Company has selected the S&P 500
Stock Index and the mutual fund, Fidelity Select Broadcast and Media, as an
index of peer companies.
[GRAPH]
<TABLE>
<CAPTION>
Base 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
Ackerley 100.00 30.56 19.44 29.17 59.72 75.00
S&P 500 Index 100.00 93.44 118.02 123.29 131.99 129.96
Fidelity SB&M 100.00 73.78 101.71 123.56 170.54 177.31
</TABLE>
- 8-
<PAGE>
SAVINGS AND RETIREMENT PLAN
In 1978, the Company adopted its Savings and Retirement Plan (the "Savings
Plan"). The Savings Plan was amended, effective January 1, 1985, to convert it
to one qualified under Section 401(k) of the Internal Revenue Code, as amended.
All employees who have served at least three months with the Company as of
the beginning of a calendar quarter, including employees of subsidiaries of the
Company who are not covered by a collective bargaining agreement, may
participate in the Savings Plan. The Company may waive the exclusion of
employees subject to collective bargaining agreements in individual cases. As
of December 31, 1994, all subsidiaries of the Company were participating in the
Savings Plan.
An eligible employee may elect to have his or her base salary reduced from
2% to 15%, up to the statutory limitation. This amount, plus an equal amount
provided by the Company up to a maximum of 4% of the participant's pre-reduction
monthly salary, is then contributed by the Company to an independently managed
trust established pursuant to the Savings Plan. The Company also may make an
additional voluntary contribution, which is allocated pro rata among all
participating employees based on the amount of their contributions for that same
Savings Plan year.
The Company's contributions vest partially when a participant has completed
three years of service, with the vested portion of the Company's contributions
increasing to 100% upon the employee having completed five years of service. An
employee also becomes fully vested when he or she reaches age 65, becomes
totally disabled or dies. All amounts contributed by an employee, and those
portions of the amounts contributed by the Company that have vested, are payable
in a single lump sum or a qualified joint and survivor annuity upon retirement,
total disability, death or termination of employment with the Company. The
amounts contributed to the Savings Plan by the Company on behalf of the named
executive officers during 1994 is disclosed in the Summary Compensation Table
under the column entitled "All Other Compensation."
STOCK PURCHASE AGREEMENTS
In 1989, the Company entered into amendments to certain Stock Purchase
Agreements dated 1981 with certain of its key employees to sell shares of its
Common Stock at a price per share equal to the fair market value of such stock
at the time the agreements were executed. At any time ten years from the date
of the amended Stock Purchase Agreements, holders may purchase shares, in whole
or in part, by funds which have been credited to escrow accounts by such holders
subject to certain earlier termination provisions. Under certain circumstances,
the Company may have a right of first refusal on the sale of any shares of
Common Stock and Class B Common Stock acquired pursuant to the Stock Purchase
Agreements. In connection with the Class B Common Stock dividend in June 1987,
the Company amended the Stock Purchase Agreements to provide for the
distribution of one share of Class B Common Stock at no extra cost to the holder
for each share of
- 9 -
<PAGE>
Common Stock subject to the Stock Purchase Agreement at the time such Common
Stock is purchased.
As of December 31, 1994, there was an aggregate of 67,500 shares of Common
Stock and an equal number of shares of Class B Common Stock subject to Stock
Purchase Agreements at a weighted average purchase price per share of $3.83 per
share of Common Stock. No executive officers hold outstanding Stock Purchase
Agreements.
STOCK OPTION PLAN
The Company's Employee Stock Option Plan (the "Plan") was approved by the
Board of Directors and the stockholders of the Company in 1983. In 1994, the
Plan was amended, with the approval of the shareholders, to, among other things,
extend the term of the Plan and to increase the number of shares available for
stock option grants. A total of 500,000 shares of Common Stock have been
authorized and reserved for issuance under the Plan. In connection with the
Class B Common Stock dividend in June 1987, the Company amended the Plan to
provide for the distribution of one share of Class B Common Stock for each share
of Common Stock subject to outstanding options under the Plan on such date,
which distribution occurs at the time an optionee exercises an option.
The Plan provides for the granting to employees, including officers, of
"incentive stock options" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended, and for the granting of nonstatutory stock
options to employees, including officers and directors. The Plan is currently
administered by the Board of Directors, which determines the recipients of
option grants and the terms of such options, including the exercise price,
number of shares subject to the option and the exercisability thereof. Under
certain circumstances, the Company has a right of first refusal on the sale of
any shares of Common Stock and Class B Common Stock acquired pursuant to the
exercise of stock options. No option granted under the Plan is transferable by
the holder other than by will or the laws of descent and distribution, and each
option and stock purchase right is exercisable during the lifetime of the holder
only by such holder.
The exercise price of all incentive stock options granted under the Plan
must be at least equal to the fair market value of the Common Stock on the date
of grant. The exercise price of all nonstatutory stock options granted under
the Plan is determined by the Board at its sole discretion. With respect to any
participant who owns stock possessing more than 10% of the voting rights of the
Company's outstanding capital stock ("10% shareholder"), the exercise price of
any incentive stock option granted must equal at least 110% of the fair market
value on the grant date and the maximum term of the option must not exceed five
years. No incentive stock options may be granted to a participant which, when
aggregated with all other incentive stock options granted to such participant
since January 1, 1987, would have an aggregate fair market value in excess of
$100,000 becoming exercisable in any calendar year. The terms of all options
granted under the Plan, other than options granted to a 10% shareholder, may not
exceed ten years.
- 10 -
<PAGE>
The Plan grants the Board of Directors the discretion to determine when
options granted thereunder shall become exercisable. Generally, such options
vest and become exercisable five years from the date of grant. In the event of
a merger of the Company with or into another corporation or a sale of
substantially all of the Company's assets, each option shall be assumed or an
equivalent option substituted by the successor corporation, or the Board of
Directors may take such other action as it may decide, including the
acceleration of the exercisability of all outstanding options.
As of December 31, 1994, the Company had granted options to purchase an
aggregate of 246,000 shares of Common Stock and, with respect to options
outstanding at June 24, 1987, to receive 10,000 shares of Class B Common Stock,
all of which remain outstanding at a weighted average exercise price of $1.94
per share.
DIRECTORS' FEES
The Company does not pay directors' fees, but it does reimburse directors
for out-of-pocket expenses in connection with attendance at meetings of the
Board of Directors. Following the election of directors at the Annual Meeting
of Shareholders, it is expected that nonemployee directors will receive an
annual fee as compensation for their services.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In June 1990, a corporation owned by the Company's Chairman and Chief
Executive Officer, Barry A. Ackerley, entered into an agreement with a
subsidiary of the Company to provide air transportation services for the Seattle
SuperSonics and other Company purposes. The agreement calls for monthly fees of
approximately $63,000 for such services and may be terminated on December 31,
1998 at the option of either party.
Kimberly Cleworth, who is Barry and Gail Ackerley's daughter, began serving
as the Company's Vice President of Marketing on January 1, 1994 and was paid a
total of $74,000 for the year as compensation for such services.
From time to time the Company advances funds to Mr. Barry Ackerley for his
personal use. Since January 1, 1992, the highest aggregate amount of such loans
was $350,000. For the years ended December 31, 1994, 1993 and 1992, the
aggregate outstanding principal amounts of such loans were $150,000, $350,000
and $250,000, respectively. Interest on this indebtedness accrues and is
imputed at the same rate as that charged to the Company on its senior bank debt.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Ernst & Young LLP performed the audit of the consolidated
financial statements for the Company and its subsidiaries for the year ended
December 31, 1994. The Board of Directors has appointed Ernst & Young LLP as
independent auditors of the Company and its subsidiaries for the current year.
Shareholders are not required to take action on this selection. Representatives
of Ernst & Young LLP will be present at the
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<PAGE>
Annual Meeting. They will be given the opportunity to present a statement if
they so desire and will be available to respond to appropriate questions.
INFORMATION CONCERNING SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the Annual Meeting of
Shareholders of the Company scheduled to be held May 1, 1996 must be received
for inclusion in the Proxy Statement and form of Proxy relating to that meeting
by November 30, 1995.
ITEM 4 - OTHER MATTERS
The Board of Directors knows of no other matters to be brought before this
Annual Meeting. However, if other matters should properly come before the
meeting, it is the intention of the persons named in the Proxy to vote the Proxy
in accordance with the recommendations of management on such matters.
By Order of the Board of Directors,
/s/ Denis M. Curley
______________________________________
Seattle, Washington DENIS M. CURLEY
March 27, 1995 Executive Vice President and Chief
Financial Officer, Treasurer and Secretary
THE COMPANY URGES YOU TO SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS
POSSIBLE WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON. IF YOU DO
ATTEND THE MEETING, YOU MAY THEN WITHDRAW YOUR PROXY. ANY PERSON GIVING A PROXY
MAY REVOKE IT PRIOR TO ITS EXERCISE.
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<PAGE>
PROXY
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ACKERLEY COMMUNICATIONS, INC.
PLEASE SIGN AND RETURN IMMEDIATELY
KNOW ALL MEN BY THESE PRESENT, that I, the undersigned Shareholder of
Ackerley Communications, Inc., Seattle, Washington, (the "Company"), do hereby
nominate, constitute and appoint Keith W. Ritzmann and Carmen L. Smith, and each
of them (with full power to act alone), my true and lawful attorney with full
power of substitution, for me and in my name, place and stead to vote all the
Common Stock, including Class B Common Stock, of the Company standing in my name
and on its books on March 17, 1995, at the Annual Meeting of Shareholders to be
held at The Rainier Club, 820 4th Avenue, Seattle, Washington, on Monday, May 1,
1995, at 9:00 a.m. Pacific Daylight Savings Time, or at any adjournments
thereof, with all the powers the undersigned would possess if personally
present, as follows:
1. ELECTION OF DIRECTORS. The election of the persons listed below to serve
as Directors for the ensuing year.
FOR all nominees listed below WITHHOLD AUTHORITY
(Except as marked to the / / to vote for all / /
contrary below): nominees listed below:
Barry A. Ackerley Gail A. Ackerley Richard P. Cooley M. Ian G. Gilchrist
Michel C. Thielen
INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.
________________________________________________________
2. WHATEVER OTHER BUSINESS may properly be brought before the meeting or any
adjournment thereof.
THIS PROXY CONFERS AUTHORITY TO VOTE "FOR" AND WILL BE VOTED "FOR" THE
PROPOSITIONS LISTED UNLESS AUTHORITY IS WITHHELD, IN WHICH CASE THIS PROXY WILL
BE VOTED IN ACCORDANCE WITH THE SPECIFICATION SO MADE.
Management knows of no other matters that may properly be, or which are
likely to be brought before the meeting. However, if any other matters are
properly presented at said meeting, this proxy shall be voted in accordance with
the recommendations of the management.
The Board of Directors recommends a vote "FOR" the listed propositions.
DATED_______________________________, 1995
___________________________________________
___________________________________________
WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE
GIVE FULL TITLE. IF MORE THAN ONE TRUSTEE,
ALL SHOULD SIGN. ALL JOINT OWNERS MUST SIGN.
