<PAGE>
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
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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
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
800 Fifth Avenue, Suite 3770
Seattle, Washington 98104
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(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
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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
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(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
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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
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(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
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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:
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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
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Barry A. Ackerley
Attorney-in-Fact
4
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<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<CASH> 2,288
<SECURITIES> 0
<RECEIVABLES> 43,713
<ALLOWANCES> 1,160
<INVENTORY> 0
<CURRENT-ASSETS> 56,417
<PP&E> 177,724
<DEPRECIATION> 113,235
<TOTAL-ASSETS> 170,783
<CURRENT-LIABILITIES> 39,634
<BONDS> 227,107
<COMMON> 168
0
0
<OTHER-SE> (96,126)
<TOTAL-LIABILITY-AND-EQUITY> 170,783
<SALES> 0
<TOTAL-REVENUES> 211,728
<CGS> 0
<TOTAL-COSTS> 169,095
<OTHER-EXPENSES> 7,720
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 25,909
<INCOME-PRETAX> 9,004
<INCOME-TAX> 73
<INCOME-CONTINUING> 8,931
<DISCONTINUED> 0
<EXTRAORDINARY> 2,099
<CHANGES> 0
<NET-INCOME> 6,832
<EPS-PRIMARY> .44
<EPS-DILUTED> .44
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<PAGE>
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
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Gail A. Ackerley
Director
<PAGE>
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
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Richard P. Cooley
Director
<PAGE>
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
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M. Ian G. Gilchrist
Director
