ACKERLEY COMMUNICATIONS INC
S-8, 1995-07-20
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<PAGE>

      As Filed with the Securities and Exchange Commission on July 20, 1995


                                                      Registration No. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                           --------------------------


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                           --------------------------


                          ACKERLEY COMMUNICATIONS, INC.
               (Exact name of issuer as specified on its charter)


            Delaware                                          91-1043807
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                            Identification No.)

                          800 Fifth Avenue, Suite 3770
                            Seattle, Washington 98104
                    (Address of principal executive offices)


                  WILLIAM M. BARKELL STOCK PURCHASE AGREEMENT
                   DONALD E. CARTER STOCK PURCHASE AGREEMENTS
                     ERIC M. RUBIN STOCK PURCHASE AGREEMENT

                            (Full title of the plans)


                  Please send copies of all communications to:

DENIS M. CURLEY                                   CARMEN L. SMITH, ESQ.
EXECUTIVE VICE PRESIDENT AND                      GRAHAM & DUNN
CHIEF FINANCIAL OFFICER,                          33RD FLOOR
TREASURER & SECRETARY                             1420 FIFTH AVENUE
800 FIFTH AVENUE, SUITE 3770                      SEATTLE, WASHINGTON  98101
SEATTLE, WASHINGTON  98104
(206) 624-2888                                    (206) 624-8300


               (Name, address including zip code, telephone number
                   including area code, of agent for service)

<PAGE>
                         Calculation of Registration Fee

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                      Proposed        Proposed
Title of                              Maximum         Maximum
Securities       Amount               Offering        Aggregate    Amount of
to be            to be                Price           Offering     Registration
Registered       Registered           Per Share(1)    Price(1)     Fee (1)

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<S>              <C>                  <C>             <C>          <C>
Common Stock
$.01 par value   67,500 shares(2)     $ 2.00          $ 135,000    $  46.55

Common Stock
$.01 par value   67,500 shares(2)     $ 1.8256        $ 123,228    $  42.49


- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<FN>
(1) The registration fee has been calculated only on those shares of the $.01
par value common stock ("Common Stock") of Ackerley Communications, Inc. (the
"Company") which are available for purchase under those certain Stock Purchase
Agreements at the per share purchase price of $4.00 and $3.6512, respectively,
and does give effect to the 1-for-1 Class B Common Stock dividend granted in
June 1987.  Accordingly, based solely for the purpose of calculating the
registration fee, the per share offering price represents the blended rate of
the aggregate number of shares included in this registration.

(2) Of this number, 33,750 shares of Common Stock are being registered under the
collective Stock Purchase Agreements for issuance upon conversion of the $.01
par value Class B Common Stock issued pursuant to a 1-for-1 dividend of Class B
Common Stock granted in June 1987, together with an indeterminant number of
additional shares which may be necessary to adjust the number of shares reserved
for issuance pursuant to each Agreement as a result of any future stock split,
stock dividend or similar adjustment of the outstanding Common Stock of the
Company.
</TABLE>


- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents are incorporated by reference in the Registration
Statement:

     (a)  The description of the shares of the Common Stock contained in the
Registration Statement on Form S-1 dated September 29, 1989 (Registration No.
33-30541), including any amendment or report updating such description.

     (b)  The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994, filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), which contains audited
financial statements for the most recent fiscal year for which such statements
have been filed.

     (c)  All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the Annual
Report on Form 10-K referred to in (a) above.

     (d)  All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, also shall be deemed to be incorporated by reference in
this Registration Statement and to be part hereof from the date of filing of
such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not Applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Under Article SEVENTH of the Company's Third Restated Certificate of
Incorporation and Section 9.1 of the Company's Bylaws, the Company indemnifies
all directors and officers to the full extent permitted by the Delaware General
Corporation Law against any liability and the expenses incurred in defense of
liability, except to the extent such law requires the purchase and maintenance
of insurance permitted under Section 145(g) of the Delaware General Corporation
Law.  The Company will pay the expenses of any director or officer in defense of
such liability in advance of the final disposition of the matter upon receipt of
an undertaking by such director or officer to repay such amounts if it

                                       -1-

<PAGE>

shall ultimately be determined that he is not entitled to such indemnification.

     Except to the extent set forth above, there is no charter provision, bylaw,
contract, arrangement or statute under which any director or officer of the
Company is insured or indemnified in any manner against any liability which he
may incur in his capacity as such.

     The Company maintains directors' and officers' liability insurance for the
directors and principal officers of the Company.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

                                      - 2 -

<PAGE>

ITEM 8.   EXHIBITS.

Exhibit Number                Description
- --------------                -----------

   4.1              Stock Purchase Agreement dated January 23, 1981 between the
                    Company and Donald E. Carter, as amended

   4.2              Stock Purchase Agreement dated June 11, 1981 between the
                    Company and Donald E. Carter, as amended

   4.3              Stock Purchase Agreement dated May 12, 1981 between the
                    Company and William M. Barkell, as amended

   4.4              Stock Purchase Agreement dated June 26, 1981 between the
                    Company and Eric M. Rubin, as amended

   4.5              Third Restated Certificate of Incorporation (1)

   4.6              Amended and Restated Bylaws (2)

   5.1              Opinion of Graham & Dunn as to legality of securities

  23.1              Consent of Graham & Dunn as to legality of securities
                    (included in Graham & Dunn opinion as part of Exhibit 5.1)

  23.2              Consent of Ernst & Young LLP

  24.1              Power of Attorney (see Signature Page)
____________________


(1)  Incorporated by reference to Exhibit 3.1 to the Company's 1990 Annual
     Report on Form 10-K, File No. 1-10321

(2)  Incorporated by reference to Exhibit 3.3 to the Company's 1988 Annual
     Report on Form 10-K, File No. 0-16676

ITEM 9.   UNDERTAKINGS.

(a)  The Registrant hereby undertakes:

     (1)  To file during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

                                      - 3 -

<PAGE>

         (ii)  To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the Registration Statement;

        (iii)  To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.

     (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer of controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      - 4 -

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Seattle, State of Washington, on the 14th day of
July, 1995.

                                   ACKERLEY COMMUNICATIONS, INC.


                                   By:  /s/ Denis M. Curley
                                       ---------------------------
                                        Denis M. Curley
                                        Executive Vice President,
                                        Chief Financial Officer,
                                        Treasurer and Secretary



                                POWER OF ATTORNEY

     Each person whose individual signature appears below hereby authorizes and
appoints Barry A. Ackerley and Denis M. Curley and each of them, with full power
of substitution and full power to act without the other, as his true and lawful
attorney-in-fact and agent to act in his name, place and stead and to execute in
the name and on behalf of each person, individually and in each capacity stated
below, and to file any and all amendments to this Registration Statement,
including any and all post-effective amendments.

     Pursuant to the requirements of the Securities Act, this Power of Attorney
has been signed by the following persons in the capacities indicated, on the
14th day of July, 1995.


          Signature                          Title
          ---------                          -----



/s/ Barry A. Ackerley              Chairman and Chief Executive
- ------------------------------     Officer
Barry A. Ackerley



/s/ Denis M. Curley                Executive Vice President and
- ------------------------------     Chief Financial Officer,
Denis M. Curley                    Treasurer and Secretary



/s/ Keith W. Ritzmann              Vice President and Controller
- ------------------------------     (Principal Accounting Officer)
Keith W. Ritzmann


                        [Additional Signatures to Follow]

                                      -5-

<PAGE>

          Signature                          Title
          ---------                          -----



/s/ Gail A. Ackerley                         Director
- ------------------------------
Gail A. Ackerley



/s/ Richard P. Cooley                        Director
- ------------------------------
Richard P. Cooley


/s/ Ian G. Gilchrist                         Director
- ------------------------------
Ian G. Gilchrist



/s/ Michel C. Thielen                        Director
- ------------------------------
Michel C. Thielen



                                      - 6 -

<PAGE>

                            STOCK PURCHASE AGREEMENT


     AGREEMENT dated January 23, 1981, by and between Donald E. Carter, an
officer of Ackerley, Incorporated, or a wholly owned subsidiary thereof (the
"Officer"), and ACKERLEY, INCORPORATED, a Delaware corporation (the "Company").

     WHEREAS, the Officer is a key employee of the Company or a wholly owned
subsidiary thereof in a position to make significant contributions to the
Company's success and profitability; and

     WHEREAS, the Officer owns no stock in the Company at present and the
acquisition of stock in the Company is deemed to be beneficial by both the
Officer and the Company.

     For valuable consideration it is agreed as follows:

     1.   STOCK.  "Stock" as referred to in this agreement shall mean the $1.00
par value Common Stock of the Company.  The Stock is more specifically described
in the Articles of Incorporation of the Company.

     2.   SALE. The Company hereby agrees to sell to the Officer 4,500 share(s)
of the Stock for $123,228 in cash payable as set forth below.  The number of
shares of Stock purchased hereunder and the purchase price per share thereof
shall be equitably adjusted in the event of stock dividends, stock splits,
reverse stock splits or other recapitalizations.

     3.   PAYMENT.  The Officer hereby agrees to pay to Company for 4,500
share(s) of Stock the sum of $123,228 in cash payable $12,322.80 upon the
execution of this agreement, receipt of which is hereby acknowledged by the
Company, and at least $12,322.80 per year and no more than $24,645.60 per year
to be paid between January 1 and March 1 of each year.  In the event the Officer
shall fail to make any payment as provided for herein, his right to purchase the
Stock shall be terminated and the balance of his escrow account returned to him
as set forth below.  All payments made by the Officer will be placed in an
escrow account with Seattle-First National Bank, Seattle, Washington, in the
name of the Officer by attorneys for the Company, Jones, Grey & Bayley, Seattle,
Washington.  This account shall be invested in an interest-paying savings
account, bank certificates of deposit, commercial paper, repurchase agreements
of U.S. Government obligations, with all interest earned to remain in the
account for the benefit of the Officer.  When the balance in such account equals
or exceeds the sum of $123,228, such sum will be paid to the Company, stock
certificate(s) representing ownership of the Stock will be issued to the Officer
and any excess over $123,228 will be paid to the Officer.

<PAGE>

     4.   RESTRICTIONS.  The rights of the Officer under this agreement are not
transferable by agreement, operation of law or otherwise.  In the event of
termination of the Officer's employment with the Company prior to issuance of
the Stock, the Officer's escrow account balance will be paid to him within 30
days after said termination and all other rights hereunder shall be
extinguished.

     5.   DEATH OF THE OFFICER.  In the event the Officer shall die while an
employee of the Company and prior to the purchase of the Stock, the account
balance in the Officer's escrow account shall be paid to the Officer's personal
representative within 30 days after the date of death and all rights hereunder
shall be extinguished.

     6.   RESTRICTIONS ON THE STOCK.  The Officer agrees to execute an
investment letter in substantially the form attached hereto as Exhibit A prior
to the issuance of any certificate(s) representing ownership of the Stock. Such
stock certificate(s) shall bear a restrictive legend with respect to
transferability as set forth in such investment letter.  The Stock shall be
subject to the buy-sell agreement in form as set forth in Exhibit B attached
hereto and shall bear a legend referring to the restrictions contained in that
agreement.

     7.   MERGER OR ACQUISITION.  In the event of a merger or acquisition of the
Company, the Officer may be entitled to complete the purchase of the Stock
hereunder as of the effective date of such transaction upon reasonable notice or
suffer loss of any rights hereunder save the return of his escrow account; or,
this Agreement may be assumed by the surviving or acquiring entity upon
equitable terms, in the sole discretion of the Board of Directors of the
Company.

     8.   BENEFIT.  This agreement shall be binding on and inure to the benefit
of the parties and their respective administrators, executors or successors.

     9.   LAW GOVERNING.  This agreement shall be governed by and construed in
accordance with the laws of the State of Washington.

     WHEREFORE, the parties hereby execute this agreement as of the date first
above written.

                                             ACKERLEY, INCORPORATED


                                             By /s/ Barry Ackerley
                                               ---------------------------------
                                                  Barry Ackerley, President

                                             /s/ Donald E. Carter
                                             -----------------------------------
                                                  Officer

                                             /s/ Patricia A. Carter
                                             -----------------------------------
                                                  Spouse
                                      - 2 -

<PAGE>

                                    EXHIBIT A



                           EMPLOYEE BUY-SELL AGREEMENT

     AGREEMENT, dated ___________________, by and among ______________________
(the "Employee"), BARRY ACKERLEY (the "Major Shareholder"), and ACKERLEY
INCORPORATED, a Delaware corporation (the "Company").

     WHEREAS, contemporaneously with the effectiveness of this Agreement, the
Employee is acquiring a share or shares of the common stock of the Company or
the right to acquire such shares; and

     WHEREAS, in consideration of the right to acquire and the acquisition of
such shares, which acquisition is conditioned upon the execution of this
Agreement, the parties hereto desire to record their agreement with respect to
the purchase and sale of such shares, which Agreement is deemed to be of benefit
to the Company and the Major Shareholder as well as to the Employee, it is
agreed as follows:

     1.   SALES OF STOCK:  The Employee shall not, without the written consent
of the Major Shareholder and the Company, dispose of any shares of the common
stock of the Company now owned or hereafter acquired by him (the "Shares"),
unless he shall first offer the Shares in writing, with a copy to the Major
Shareholder, to the Company for redemption at a price equal to the value per
share of such Shares determined as of the last day of the most recent fiscal
year of the Company in accordance with the formula attached hereto as Addendum
I.

     In the event the Company does not timely redeem all or a portion of the
Shares proposed to be sold, the Major Shareholder may purchase all or a portion
of the unsold Shares upon the same terms and conditions as set forth above.
Payment for Shares redeemed or purchased hereunder shall be made in cash within
thirty (30) days of acceptance of the offer to sell.

     2.   RIGHT OF FIRST REFUSAL:  In the event that any or all of the Shares
offered in accordance with paragraph 1 hereof are not accepted in writing for
redemption by the Company within sixty (60) days of the receipt of the notice
and are not accepted in writing by the Major Shareholder within ninety (90) days
after receipt of the notice, the Employee may thereafter sell and transfer the
Shares to any person.  However, in the event the Employee proposes to sell or
transfer the Shares for a lesser price or on more favorable terms than provided
in paragraph 1 above, he shall give a further written notice to the Company and
the Major Shareholder, setting forth the name of the proposed purchaser and the
price, terms and conditions of the proposed

<PAGE>

sale.  The Company, or if the Company does not purchase, the Major Shareholder,
shall have a right of first refusal to redeem or purchase all or a portion of
the Shares being offered by the Employee for the same price, terms and
conditions set forth in the further notice, provided that written acceptance is
given within thirty (30) days of the receipt of further notice by the Company or
sixty (60) days of receipt of the further notice by the Major Shareholder.

     3.   TERMINATION OF EMPLOYMENT AND RIGHT TO PURCHASE.  Should the
Employee's employment with the Company or a wholly owned subsidiary of the
Company terminate for any reason whatsoever (including, without limitation,
voluntary or involuntary termination, retirement, death, disability, or
otherwise), or should the Company (or the Major Shareholder) at any time notify
the employee that it wishes to purchase all or a portion of the Shares, the
Company (or the Major Shareholder) shall have the right to redeem or purchase
all or a portion of the Shares upon notice, at the price determined as set forth
in paragraph 1 above.

     Payment for Shares redeemed under this Section 3 shall be made in cash
within 30 days of notice by the Company (or the Major Shareholder) that it
intends to purchase all or a portion of the Shares.

     Should both the Company and the Major Shareholder give notice that they
desire to purchase all or a portion of the Shares, then the Major Shareholder
shall have the right to purchase the number of Shares not purchased by the
Company.  Any shares not purchased by the Major Shareholder or the Company shall
remain the property of Employee, but shall remain subject to the terms of this
Agreement, except as provided in Section 5.

     4.   STATUTORY BAR AGAINST REDEMPTION.  If the Company is unable to redeem
the Shares under this Agreement because of the provisions of applicable
statutes, its articles of incorporation and bylaws, the Company agrees to take
such action as may be necessary to make such purchases, and the Major
Shareholder and the Employee agree that they will also take such action as may
be necessary to allow the Company to conform and comply with the terms of this
Agreement.

     5.   TERMINATION:  This Agreement shall terminate upon the failure of the
Shares to be redeemed or purchased within the terms of this Agreement pursuant
to the Right of First Refusal to the extent such Shares are actually sold, or
upon the bankruptcy, receivership, dissolution or cessation of business of the

                                       -2-

<PAGE>

Company or by the written agreement of the Company, the Major Shareholder and
the Employee.  Upon termination of this Agreement, the Employee shall be
entitled to have certificates issued to him without the legend described in
paragraph 6 below.

     6.   LEGEND:  The Shares and all reissued certificates except as otherwise
agreed, shall bear the following legend:

          "These shares are subject to restrictions on transfer by
          virtue of an agreement dated _________________, a copy of
          which is on file at the offices of the Company."

     7.   SPECIFIC PERFORMANCE:  The parties hereby agree that damages are an
inadequate remedy in the event the terms of this Agreement are breached and the
Company or the Major Shareholder may institute and maintain a proceeding to
compel specific performance of this Agreement.

     8.   NOTICE:  For the purpose of this Agreement, notice shall be sufficient
if delivered in person or mailed, postage prepaid, to the parties at the
following addresses or at such other address as the party affected may by notice
to the other parties direct:

          Names                                        Addresses
          -----                                        ---------

     To the Company:                         Ackerley Incorporated
                                             P.O. Box 3843
                                             Seattle, WA  98124

     To the Employee:                        ____________________________
                                             ____________________________
                                             ____________________________

     To the Major Shareholder:                Barry Ackerley
                                             P.O. Box 3843
                                             Seattle, WA  98124

     9.   RESTRICTIONS ON TRANSFER.  The Company agrees that the foregoing Buy-
Sell Agreement is in the best interests of the Company and in consideration
thereof agrees not to permit any Share transfers inconsistent with the terms of
this Agreement.

     10.  BENEFITS:  This Agreement shall be binding on and inure to the benefit
of the parties and their respective administrators, executors or successors and
assigns.  This Agreement shall

                                       -3-

<PAGE>

be governed by and interpreted in accordance with the laws of the State of
Washington.

EMPLOYEE:                                    COMPANY:

                                             ACKERLEY INCORPORATED

_________________________________            By ________________________________
                                                  Barry Ackerley, President

                                             MAJOR SHAREHOLDER:


                                             ___________________________________
                                                  Barry Ackerley

                                       -4-

<PAGE>

                                   ADDENDUM I
                         TO EMPLOYEE BUY-SELL AGREEMENT

     The purchase price for shares of the Company's common stock ("Common
Stock") to be purchased or redeemed pursuant to the Employee Buy-Sell Agreement
(the "Agreement") shall be as follows:

     If the Company is not a "Public Company" as defined below, the total value
of the Company shall be deemed to be two times the gross billings of the Company
for the fiscal year preceding the date of termination of employment or
notification of the exercise of the right to redeem or purchase, as described in
paragraph 3 of the Agreement, as the case may be, less the amount of total long-
term debt of the Company (for purposes hereof debt shall include the face value
of preferred stock of the Company issued and outstanding) outstanding as of the
close of the prior fiscal year, plus the amount of the excess of current assets
over current liabilities of the Company on such date.

     If the Company is a "Public Company" the total value of the Company shall
be deemed to be the "Market Price" of the common stock as defined below.

     The purchase price for all the Shares of the Company owned by the Employee
shall be calculated by multiplying the percentage of ownership of Common Stock
of the Company represented by the Shares being sold by the Employee times the
total value of the Company as determined hereby.  In determining the percentage
of ownership represented by the Shares, any options, rights and conversion
privileges outstanding shall be considered.

     MARKET PRICE.  If the Common Stock of the Corporation shall be listed on
any stock exchange in the United States, the "Market Price" of the Common Stock
on any given day shall mean the average of the closing prices of the Common
Stock sales on all stock exchanges in the United States on which the Common
Stock shall at the time be listed on the given day and the 20 preceding trading
days, and if there shall have been no sales on any exchange on any one or more
of the said 21 trading days, the average of the bid and asked prices at the end
of such days on which there shall have been no trading shall be used to compute
the Market Price.  If at the time of any calculation of "Market Price" the
Common Stock shall not be listed on any stock exchange in the United States, the
Market Price as of any given day shall be determined by dividing by 21 the sum
of the Closing Prices for common Stock in the over-the-counter market on the
given day and on the 20 preceding trading days.  For the purposes of the
preceding sentence, the "Closing Price" for the Common Stock on any given day
shall be equal to the quotient derived by dividing two into the sum of the
Reported Closing Bid Price per share on such day.  The "Reported

<PAGE>

Closing Bid Price" and the "Reported Closing Asked Price" on any given day shall
be the low asked price per share and the high bid price per share for the Common
Stock at the close of trading on such day as reported by the National
Association of Securities Dealers Automated Quotation System, or if said System
shall no longer exist or be the most commonly quoted or carried source of
quotations for the Company's Common Stock, by the system which shall carry
quotations for the Company's Common Stock which shall then be regarded as the
most reliable source of quotations for securities traded in the over-the-counter
market.

     PUBLIC COMPANY.  For purposes of this Agreement, the Company shall be
deemed to be a Public Company if its Common Stock is listed on a national
securities exchange or if any class of the Company's securities is eligible for
quotation by the National Association of Securities Dealers Automated Quotation
System, or if said System shall no longer exist or be the most commonly quoted
or carried source of quotations for securities traded in the over-the-counter
market, by the system which shall then be regarded as the most reliable source
of quotations for securities traded in the over-the-counter market.

                                       -2-

<PAGE>
                                 AMENDMENT TO

                           STOCK PURCHASE AGREEMENT


     THIS AMENDMENT TO STOCK PURCHASE AGREEMENT is made and entered into this
30 day of April, 1981, by and between DONALD E. CARTER, an officer of Ackerley
Incorporated, or a wholly owned subsidiary thereof (the "Officer"), and
ACKERLEY INCORPORATED, a Delaware corporation (the "Company").

     1.   PRELIMINARY STATEMENT.  In January, 1981, the Officer and the Company
entered into a Stock Purchase Agreement ("Agreement") regarding the acquisition
by the Officer of shares of the Common Stock of the Company.  Pursuant to the
terms of a Purchase Agreement by and among the Company, First Chicago Investment
Corporation, Phillip Tocker, and Barry Ackerley, dated June 13, 1978, the
Company has agreed to obtain from each holder of any equity security an
agreement to refrain from reselling or distributing any such equity security
under certain circumstances.  The Officer and the Company now desire to amend
the Agreement in order to incorporate said provision of the Purchase Agreement.

     2.   RESALE OR DISTRIBUTION.  Pursuant to Section 6.03(g) of the Purchase
Agreement, dated June 13, 1978, by and among Ackerley Incorporated, First
Chicago Investment Corporation, Phillip Tocker, and Barry Ackerley, the Officer
hereby agrees that, in case of any underwritten public offering pursuant to
Sections 6.01 through 6.03 of said Purchase Agreement, as it may be amended or
replaced from time to time, the Officer will not affect any public sale or
distribution of any shares of the Common Stock of the Company owned by him
(other than as part of such underwritten public offering) within a time
specified by the Company before, or until the earlier of 90 days after the
effective date of the registration statement or the completion of the sale of
the securities covered thereby.

     IN WITNESS WHEREOF, each of the parties have caused this First Amendment
to Stock Purchase Agreement to be executed on its behalf, all as of the date
and year first above written.

                                            ACKERLEY INCORPORATED

                                            By /s/ Barry Ackerley
                                              ---------------------------------
                                              Barry Ackerley, Its President

                                               /s/ Donald E. Carter
                                              ---------------------------------
                                              Donald E. Carter, Officer

                                               /s/ Patricia A. Carter
                                              ---------------------------------
                                              Spouse


<PAGE>

                  SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT

                                  APRIL 7, 1989


     THIS SECOND AMENDMENT TO THE STOCK PURCHASE AGREEMENT (the "Amendment")
amends that certain Stock Purchase Agreement dated JANUARY 23, 1981, as amended
("Agreement"), between Donald E. Carter and Ackerley Communications, Inc., a
Delaware corporation (the "Company"), which was formerly named Ackerley,
Incorporated.  This Amendment will be effective as of January 23,  1981. Unless
otherwise indicated, the terms used in the Amendment have the same meaning as
specified in the Agreement.


                                    RECITALS

     The parties desire to revise the purchase terms of the Agreement as
follows:

     (1)  to designate as escrow agent Seattle-First National Bank, Seattle,
Washington, or certain other financial institutions as the Company may designate
from time to time;

     (2)  to delete the requirement for annual installment payments as long as
90% of the total purchase price for the Stock is paid into escrow by 1989, and
100% by 1990;

     (3)  to delete the automatic termination of the Agreement upon the
Officer's default in his obligation to make required installment payments, and
allow the Company to elect to terminate the Agreement upon such default; and

     (4)  to allow the funds to remain in escrow until the Officer directs the
escrow agent to apply such funds toward purchase of the Stock.

                                    AGREEMENT

     The parties agree that Paragraph 3 of the Agreement is amended by deleting
the paragraph in its entirety and substituting the following:

     PARAGRAPH 3.   PAYMENT.  The Officer hereby agrees to pay to the Company
     for 4,500 shares of Stock the sum of $123,228, in cash, payable $12,322.80
     upon the execution of this Agreement, receipt of which is hereby
     acknowledged by the Company, and such amounts necessary so that 90% of the
     total purchase price will have been paid by March 1, 1989, and 100% of the
     total purchase price by March 1, 1990.  The Officer will make all payments
     directly to Seattle-First National Bank, Seattle, Washington, or such

                                      - 1 -

<PAGE>

     other financial institution that is a principal lender to the Company as
     the Company may designate by prior written notice to such Officer, as
     escrow agent ("Escrow Agent").  All payments so made by the Officer will be
     placed in an escrow account with the Escrow Agent in the name of the
     Officer.  This account shall be invested in an interest-paying savings
     account, bank certificates of deposit, commercial paper, repurchase
     agreements, or U.S. Government obligations, with all interest earned to
     remain in the account for the benefit of the Officer.  When the balance in
     such account equals or exceeds the sum of $123,228, such sum will be paid
     to the Company and stock certificates representing ownership of the Stock
     will be issued to the Officer only upon the written election by the Officer
     to the Escrow Agent.  If so elected, any excess over $123,228 will be paid
     to the Officer.  Until such election, and after the balance in the escrow
     account equals the total purchase price for the Stock, the Escrow Agent
     will distribute directly to the Officer, in annual or more frequent
     installments, all interest earned on the balance remaining in the escrow
     account.

     Executed by the undersigned parties on this 21st day of April, 1989.

ACKERLEY COMMUNICATIONS, INC.                     OFFICER :


By /s/ Barry A. Ackerley                          /s/ Donald E. Carter
   ---------------------------                    --------------------
   Barry A. Ackerley, Chairman                    Donald E. Carter
   and Chief Executive Officer


                                                  /s/ Patricia A. Carter
                                                  ----------------------
                                                  Officer's Spouse
Accepted this 20th day of June, 1989.

                          Seattle-First National Bank

                        By /s/
                          --------------------------------------------
                          Assistant Vice President & Sr. Trust Officer

                        By /s/
                           -------------------------------------------
                           Vice President & Manager


This is to certify that the foregoing is a
true and correct copy of the original Document
on file with this Bank.

               SEATTLE-FIRST NATIONAL BANK
               By /s/
                  --------------------------
                  Assistant Vice President


                                      - 2 -




<PAGE>


                            STOCK PURCHASE AGREEMENT

     AGREEMENT dated June 11, 1981, by and between DONALD E. CARTER, an officer
of Ackerley, Incorporated, or a wholly owned subsidiary thereof (the "Officer"),
and ACKERLEY INCORPORATED, a Delaware corporation (the "Company").

     WHEREAS, the Officer is a key employee of the Company or a wholly owned
subsidiary thereof in a position to make significant contributions to the
Company's success and profitability; and

     WHEREAS, the acquisition of stock in the Company is deemed to be beneficial
by both the Officer and the Company.

     For valuable consideration it is agreed as follows:

     1. STOCK.  "Stock" as referred to in this agreement shall mean the $0.01
par value Common Stock of the Company.  The Stock is more specifically described
in the Articles of Incorporation of the Company.

     2. SALE.  The Company hereby agrees to sell to the Officer 1,000 share(s)
of the Stock for $30,000 in cash payable as set forth below.  The number of
shares of Stock purchased hereunder and the purchase price per share thereof
shall be equitably adjusted in the event of stock dividends, stock splits,
reverse stock splits or other recapitalizations.

     3.  PAYMENT.  The Officer hereby agrees to pay to the Company for 1,000
share(s) of Stock the sum of $30,000 in cash, payable $3,000 within thirty (30)
days of May 31, 1981, and at least $3,000 per year beginning in 1982 and no more
than $6,000 per year, such payment to be made between January 1 and March 1 of
each year.  In the event the Officer shall fail to make any payment as provided
for herein, his right to purchase the Stock shall be terminated and the balance
of his escrow account returned to him as set forth below.  All payments made by
the Officer will be placed in an escrow account with Seattle-First National
Bank, Seattle, Washington, in the name of the Officer by attorneys for the
Company, Jones, Grey & Bayley, P.S., Seattle, Washington.  This account shall be
invested in an interest-paying savings account, bank certificates of deposit,
commercial paper, repurchase agreements or U.S. Government obligations, with all
interest earned to remain in the account for the benefit of the Officer.  When
the balance in such account equals or exceeds the sum of $30,000, such sum will
be paid to the Company, stock certificate(s) representing ownership of the Stock
will be issued to the Officer and any excess over $30,000 will be paid to the
Officer.


                                       -1-
<PAGE>

     4. RESTRICTIONS. The rights of the Officer under this agreement are not
transferable by agreement, operation of law or otherwise.  In the event of
termination of the Officer's employment with the Company prior to issuance of
the Stock, the Officer's escrow account balance will be paid to him within 30
days after said termination and all other rights hereunder shall be
extinguished.

     5. DEATH OF THE OFFICER.  In the event the Officer shall die while an
employee of the Company and prior to the purchase of the Stock, the account
balance in the Officer's escrow account shall be paid to the Officer's personal
representative within 30 days after the date of death and all rights hereunder
shall be extinguished.

     6. RESTRICTIONS ON THE STOCK.  The Officer agrees to execute an investment
letter in substantially the form attached hereto as Exhibit A prior to the
issuance of any certificate(s) representing ownership of the Stock.  Such stock
certificate(s) shall bear a restrictive legend with respect to transferability
as set forth in such investment letter. The Stock shall be subject to the buy-
sell agreement in form as set forth in Exhibit B attached hereto and shall bear
a legend referring to the restrictions contained in that agreement.

     7. MERGER OR ACQUISITION.  In the event of a merger or acquisition of the
Company, the Officer may be entitled to complete the purchase of the Stock
hereunder as of the effective date of such transaction upon reasonable notice or
suffer loss of any rights hereunder save the return of his escrow account; or,
this Agreement may be assumed by the surviving or acquiring entity upon
equitable terms in the sole discretion of the Board of Directors of the Company.

     8. RESALE.  Pursuant to Section 6.03(g) of a Purchase Agreement, dated
June 13, 1978, by and among the Company, First Chicago Investment Corporation,
Barry A. Ackerley and Phillip Tocker, the Officer hereby agrees that, in case of
an underwritten offering pursuant to Sections 6.01 through 6.03 of said Purchase
Agreement, as it may be amended or replaced from time to time, the Officer will
not effect any public sale or distribution of the Common Stock of the Company
owned by him (other than as part of such underwritten public offering) within a
time as specified by the Company before, or until the earlier of 90 days after
the effective date of such registration statement or the completion of the sale
of the securities covered thereby.

     9. BENEFIT.  This agreement shall be binding on and inure to the benefit of
the parties and their respective administrators, executors or successors.


                                       -2-
<PAGE>

     10. LAW GOVERNING.  This agreement shall be governed by and construed in
accordance with the laws of the State of Washington.

     WHEREFORE, the parties hereby execute this agreement as of the date first
above written.

                                   ACKERLEY, INCORPORATED

                                   By /s/ Barry Ackerley
                                      --------------------------
                                        Barry Ackerley, President

                                      /s/ Donald E. Carter
                                      --------------------------
                                        Officer

                                      /s/ Patricia A. Carter
                                      --------------------------
                                        Spouse


                                       -3-
<PAGE>

                                    EXHIBIT A


                   , 1981


Ackerley Incorporated
P.O. Box 3843
Seattle, WA 98124

     Re:  1,000 shares of common stock $0.01 par value
          (the "Shares") of Ackerley Incorporated,
          a Delaware corporation (the "Company")

Gentlemen:

     This letter is given to you in connection with my purchase of the above
described Shares on              , 1981.

     1.   The Shares are being acquired by me for investment for my own personal
account and not on behalf of any other persons, and not with a view to, or for
resale or other distribution in connection with, any distribution of all or any
part of the Shares.

     2.   You shall not be required to effect, permit or recognize any sale,
offer for sale, exchange, transfer, assignment or pledge of any or all of the
Shares unless they are registered under the Securities Act of 1933, the
Securities Act of Washington, and any other applicable securities act (the
"Acts"), or unless you are furnished with an attorney's opinion, acceptable to
you, that such registration is not required; and you shall be entitled to cause
legends to this effect to be endorsed on any certificates evidencing the Shares.
Further, you shall have the right to place a stop-transfer order with your
Secretary or transfer agent pursuant to which transfer of all or any portion of
the Shares shall be prohibited except upon a proper showing of compliance with
this letter.

     3.   I understand that I must bear the economic risk of this investment for
an indefinite period of time because the Shares have not been registered under
the Acts, and consequently cannot be sold or otherwise transferred unless they
are subsequently

<PAGE>

registered under the Acts or exemptions from registration are available.  I
further understand that you are under no obligation, nor do you have any present
intention, to register the Shares, or take any actions so as to make available
exemptions from the registration requirements of the Acts that might become
available as a result of such actions.

     Dated:


                                        Very truly yours,

                                        /s/ DONALD E. CARTER

                                        Donald E. Carter


                                      -2-
<PAGE>

                                    EXHIBIT B

                           EMPLOYEE BUY-SELL AGREEMENT

     AGREEMENT, dated              ,   by and among DONALD E. CARTER (the
"Employee"), BARRY ACKERLEY (the "Major Shareholder"), and ACKERLEY
INCORPORATED, a Delaware corporation (the "Company").

     WHEREAS, contemporaneously with the effectiveness of this Agreement, the
Employee is acquiring a share or shares of the common stock of the Company or
the right to acquire such shares; and

     WHEREAS, in consideration of the right to acquire and the acquisition of
such shares, which acquisition is conditioned upon the execution of this
Agreement, the parties hereto desire to record their agreement with respect to
the purchase and sale of such shares, which Agreement is deemed to be of benefit
to the Company and the Major Shareholder as well as to the Employee, it is
agreed as follows:

     1.   SALES OF STOCK:  The Employee shall not, without the written consent
of the Major Shareholder and the Company, dispose of any shares of the common
stock of the Company now owned or hereafter acquired by him (the "Shares"),
unless he shall first offer the Shares in writing, with a copy to the Major
Shareholder, to the Company for redemption at a price equal to the value per
share of such Shares determined as of the last day of the most recent fiscal
year of the Company in accordance with the formula attached hereto as
Addendum I.

     In the event the Company does not timely redeem all or a portion of the
Shares proposed to be sold, the Major Stockholder may purchase all or a portion
of the unsold Shares upon the same terms and conditions as set forth above.
Payment for Shares redeemed or purchased hereunder shall be made in cash within
thirty (30) days of acceptance of the offer to sell.

     2.   RIGHT OF FIRST REFUSAL:  In the event that any or all of the Shares
offered in accordance with paragraph 1 hereof are not accepted in writing for
redemption by the Company within sixty (60) days of the receipt of the notice
and are not accepted in writing by the Major Shareholder within ninety (90)
days after receipt of the notice, the Employee may thereafter sell and transfer
the Shares to any person.  However, in the event the Employee proposes to sell
or transfer the Shares for a lesser price or on more favorable terms than
provided in paragraph 1 above, he shall give a further written notice to the
Company and the Major Shareholder, setting forth the name of the proposed
purchaser and the price, terms and conditions of the proposed


                                       -1-
<PAGE>

sale. The Company, or if the Company does not purchase, the Major Shareholder,
shall have a right of first refusal to redeem or purchase all or a portion of
the Shares being offered by the Employee for the same price, terms and
conditions set forth in the further notice, provided that written acceptance is
given within thirty (30) days of the receipt of further notice by the Company or
sixty (60) days of receipt of the further notice by the Major Shareholder.

     3.   TERMINATION OF EMPLOYMENT AND RIGHT TO PURCHASE.  Should the
Employee's employment with the Company or a wholly owned subsidiary of the
Company terminate for any reason whatsoever (including, without limitation,
voluntary or involuntary termination, retirement, death, disability, or
otherwise), or should the Company (or the Major Shareholder) at the time notify
the employee that it wishes to purchase all or a portion of the Shares, the
Company (or the Major Shareholder) shall have the right to redeem or purchase
all or a portion of the Shares upon notice, at the price determined as set forth
in paragraph 1 above.

     Payment for Shares redeemed under this Section 3 shall be made in cash
within 30 days of notice by the Company (or the Major Shareholder) that it
intends to purchase all or a portion of the Shares.

     Should both the Company and the Major Shareholder give notice that they
desire to purchase all or a portion of the Shares, then the Major Shareholder
shall have the right to purchase the number of Shares not purchased by the
Company.  Any shares not purchased by the Major Shareholder or the Company shall
remain the property of Employee, but shall remain subject to the terms of this
Agreement, except as provided in Section 5.

     4.   STATUTORY BAR AGAINST REDEMPTION.  If the Company is unable to redeem
the Shares under this Agreement because of the provisions of applicable
statutes, its articles of incorporation and bylaws, the Company agrees to take
such action as may be necessary to make such purchases, and the Major
Shareholder and the Employee agree that they will also take such action as may
be necessary to allow the Company to conform and comply with the terms of this
Agreement.

     5.   TERMINATION:  This Agreement shall terminate upon the failure of the
Shares to be redeemed or purchased within the terms of this Agreement pursuant
to the Right of First Refusal in to the extent such Shares are actually sold, or
upon the bankruptcy, receivership, dissolution or cessation of business of the


                                       -2-
<PAGE>

Company or by the written agreement of the Company, the Major Shareholder and
the Employee. Upon termination of this Agreement, the Employee shall be
entitled to have certificates issued to him without the legend described in
paragraph 6 below.

     6.   LEGEND:  The Shares and all reissued certificates except as otherwise
agreed, shall bear the following legend:

          "These shares are subject to restrictions on transfer by virtue of an
          agreement dated ___________________, a copy of which is on file at the
          offices of the Company."

     7.   SPECIFIC PERFORMANCE:  The parties hereby agree that damages are an
inadequate remedy in the event the terms of this Agreement are breached and the
Company or the Major Shareholder may institute and maintain a proceeding to
compel specific performance of this Agreement.

     8.   NOTICE:  For the purpose of this Agreement, notice shall be sufficient
if delivered in person or mailed, postage prepaid, to the parties at the
following addresses or at such other address as the party affected may by notice
to the other parties direct:

          Names                              Addresses
          -----                              ---------

     To the Company:                    Ackerley Incorporated
                                        P.O. Box 3843
                                        Seattle, WA 98124

     To the Employee:                   Donald E. Carter
                                        7441 West Mercer Way
                                        Mercer Island, WA 98040

     To the Major Shareholder:          Barry Ackerley
                                        P.O. Box 3843
                                        Seattle, WA 98124

     9.   RESTRICTIONS ON TRANSFER:  The Company agrees that the foregoing Buy-
Sell Agreement is in the best interests of the Company and in consideration
thereof agrees not to permit any Share transfers inconsistent with the terms of
this Agreement.

     10.  BENEFITS:  This Agreement shall be binding on and inure to the benefit
of the parties and their respective administrators, executors or successors and
assigns.  This Agreement shall


                                       -3-
<PAGE>

be governed by and interpreted in accordance with the laws of the State of
Washington.

EMPLOYEE:                               COMPANY:

                                        ACKERLEY INCORPORATED


                                        By /s/ BARRY ACKERLEY
- -----------------------------------        --------------------------------
Donald E. Carter                              Barry Ackerley, President


                                        MAJOR SHAREHOLDER:




                                           /s/ BARRY ACKERLEY
                                           --------------------------------
                                             Barry Ackerley


                                       -4-
<PAGE>

                                   ADDENDUM I
                         TO EMPLOYEE BUY-SELL AGREEMENT

     The purchase price for shares of the Company's common stock ("Common
Stock") to be purchased or redeemed pursuant to the Employee Buy-Sell Agreement
(the "Agreement") shall be as follows:

     If the Company is not a "Public Company" as defined below, the total value
of the Company shall be deemed to be two times the gross billings of the Company
for the fiscal year preceding the date of termination of employment or
notification of the exercise of the right to redeem or purchase, as described in
paragraph 3 of the Agreement, as the case may be, less the amount of total long-
term debt of the Company (for purposes hereof debt shall include the face value
of preferred stock of the Company issued and outstanding) outstanding as of the
close of the prior fiscal year, plus the amount of the excess of current assets
over current liabilities of the Company on such date.

     If the Company is a "Public Company" the total value of the Company shall
be deemed to be the "Market Price" of the common stock as defined below.

     The purchase price for all the Shares of the Company owned by the Employee
shall be calculated by multiplying the percentage of ownership of Common Stock
of the Company represented by the Shares being sold by the Employee times the
total value of the Company as determined hereby.  In determining the percentage
of ownership represented by the Shares, any options, rights and conversion
privileges outstanding shall be considered.

     MARKET PRICE.  If the Common Stock of the Corporation shall be listed on
any stock exchange in the United States, the "Market Price" of the Common Stock
on any given day shall mean the average of the closing prices of the Common
Stock sales on all stock exchanges in the United States on which the Common
Stock shall at the time be listed on the given day and the 20 preceding trading
days, and if there shall have been no sales on any exchange on any one or more
of the said 21 trading days, the average of the bid and asked prices at the end
of such days on which there shall have been no trading shall be used to compute
the Market Price. If at the time of any calculation of "Market Price" the
Common Stock shall not be listed on any stock exchange in the United States,
the Market Price as of any given day shall be determined by dividing by 21 the
sum of the Closing Prices for common Stock in the over-the-counter market on
the given day and on the 20 preceding trading days. For the purposes of the
preceding sentence, the "Closing Price" for the Common Stock on any given day
shall be equal to the quotient derived by dividing two into the sum of the
Reported Closing Bid Price per share on such day.  The "Reported

<PAGE>

Closing Bid Price" and the "Reported Closing Asked Price" on any given day shall
be the low asked price per share and the high bid price per share for the Common
Stock at the close of trading on such day as reported by the National
Association of Securities Dealers Automated Quotation System, or if said System
shall no longer exist or be the most commonly quoted or carried source of
quotations for the Company's Common Stock, by the system which shall carry
quotations for the Company's Common Stock which shall then be regarded as the
most reliable source of quotations for securities traded in the over-the-counter
market.

     PUBLIC COMPANY.  For purposes of this Agreement, the Company shall be
deemed to be a Public Company if its Common Stock is listed on a national
securities exchange or if any class of the Company's securities is eligible for
quotation by the National Association of Securities Dealers Automated Quotation
System, or if said System shall no longer exist or be the most commonly quoted
or carried source of quotations for securities traded in the over-the-counter
market, by the system which shall then be regarded as the most reliable source
of quotations for securities traded in the over-the-counter market.


                                       -2-


<PAGE>


                      AMENDMENT TO STOCK PURCHASE AGREEMENT

                                  APRIL 7, 1989

     THIS AMENDMENT TO THE STOCK PURCHASE AGREEMENT (the "Amendment") amends
that certain Stock Purchase Agreement dated June 11, 1981, as amended
("Agreement"), between Donald E. Carter and Ackerley Communications, Inc., a
Delaware corporation (the "Company"), which was formerly named Ackerley,
Incorporated.  This Amendment will be effective as of June 11, 1981.  Unless
otherwise indicated, the terms used in the Amendment have the same meaning as
specified in the Agreement.

                                    RECITALS

     The parties desire to revise the purchase terms of the Agreement as
follows:

     (1)  to designate as escrow agent Seattle-First National Bank, Seattle,
Washington, or certain other financial institutions as the Company may designate
from time to time;

     (2)  to delete the requirement for annual installment payments as long as
90% of the total purchase price for the Stock is paid into escrow by 1989, and
100% by 1990;

     (3)  to delete the automatic termination of the Agreement upon the
Officer's default in his obligation to make required installment payments, and
allow the Company to elect to terminate the Agreement upon such default; and

     (4)  to allow the funds to remain in escrow until the Officer directs the
escrow agent to apply such funds toward purchase of the Stock.

                                    AGREEMENT

     The parties agree that Paragraph 3 of the Agreement is amended by deleting
the paragraph in its entirety and substituting the following:

     PARAGRAPH 3. PAYMENT.  The Officer hereby agrees to pay to the Company for
     1,000 shares of Stock the sum of $30,000, in cash, payable $3,000 upon the
     execution of this Agreement, receipt of which is hereby acknowledged by the
     Company, and such amounts necessary so that 90% of the total purchase price
     will have been paid by March 1, 1989, and 100% of the total purchase price
     by March 1, 1990.  The Officer will make all payments directly to Seattle-
     First National Bank, Seattle, Washington, or such other


                                      - 1 -
<PAGE>

     financial institution that is a principal lender to the Company as the
     Company may designate by prior written notice to such Officer, as escrow
     agent ("Escrow Agent"). All payments so made by the Officer will be placed
     in an escrow account with the Escrow Agent in the name of the Officer.
     This account shall be invested in an interest-paying savings account, bank
     certificates of deposit, commercial paper, repurchase agreements, or U.S.
     Government obligations, with all interest earned to remain in the account
     for the benefit of the Officer.  When the balance in such account equals
     or exceeds the sum of $30,000, such sum will be paid to the Company and
     stock certificates representing ownership of the Stock will be issued to
     the Officer only upon the written election by the Officer to the Escrow
     Agent.  If so elected, any excess over $30,000 will be paid to the Officer.
     Until such election, and after the balance in the escrow account equals the
     total purchase price for the Stock, the Escrow Agent will distribute
     directly to the Officer, in annual or more frequent installments, all
     interest earned on the balance remaining in the escrow account.

     Executed by the undersigned parties on this 21st day of April, 1989.

ACKERLEY COMMUNICATIONS, INC.           OFFICER :

By:  /s/ Barry A. Ackerley              /s/  Donald E. Carter
     ---------------------------        ----------------------
     Barry A. Ackerley, Chairman             Donald E. Carter
     and Chief Executive Officer
                                        /s/  Patricia A. Carter
                                        -----------------------
                                             Officer's Spouse

Accepted this 20th day of June, 1989.

                              Seattle-First National Bank

                           By  /s/
                              -----------------------------------
                              Assistant Vice President & Sr. Trust Officer

                           By  /s/
                              -----------------------------------
                              Vice President & Manager


     This is to certify that the foregoing
     is a true and correct copy of the original
     Document on file with this Bank.

               SEATTLE-FIRST NATIONAL BANK
               By /s/
                 --------------------------
                    Assistant Vice President


                                      - 2 -




<PAGE>

                            STOCK PURCHASE AGREEMENT

     AGREEMENT dated May 12, 1981, by and between WILLIAM M. BARKELL, an officer
of Ackerley, Incorporated, or a wholly owned subsidiary thereof (the "Officer"),
and ACKERLEY INCORPORATED, a Delaware corporation (the "Company").

     WHEREAS, the Officer is a key employee of the Company or a wholly owned
subsidiary thereof in a position to make significant contributions to the
Company's success and profitability; and

     WHEREAS, the acquisition of stock in the Company is deemed to be beneficial
by both the Officer and the Company.

     For valuable consideration it is agreed as follows:

     1.   STOCK. "Stock" as referred to in this agreement shall mean the $0.01
par value Common Stock of the Company.  The Stock is more specifically described
in the Articles of Incorporation of the Company.

     2.   SALE.  The Company hereby agrees to sell to the Officer 1,500 share(s)
of the Stock for $45,000 in cash payable as set forth below. The number of
shares of Stock purchased hereunder and the purchase price per share thereof
shall be equitably adjusted in the event of stock dividends, stock splits,
reverse stock splits or other recapitalizations.

     3.   PAYMENT.  The Officer hereby agrees to pay to the Company for 1,500
share(s) of Stock the sum of $45,000 in cash, payable $4,500 within thirty (30)
days of May 31, 1981, and at least $4,500 per year beginning in 1982 and no more
than $9,000 per year, such payment to be made between January 1 and March 1 of
each year.  In the event the Officer shall fail to make any payment as provided
for herein, his right to purchase the Stock shall be terminated and the balance
of his escrow account returned to him as set forth below.  All payments made by
the Officer will be placed in an escrow account with Seattle-First National
Bank, Seattle, Washington, in the name of the Officer by attorneys for the
Company, Jones, Grey & Bayley, P.S., Seattle, Washington.  This account shall be
invested in an interest-paying savings account, bank certificates of deposit,
commercial paper, repurchase agreements or U.S. Government obligations, with all
interest earned to remain in the account for the benefit of the Officer.  When
the balance in such account equals or exceeds the sum of $45,000, such sum will
be paid to the Company, stock certificate(s) representing ownership of the Stock
will be issued to the Officer and any excess over $45,000 will be paid to the
Officer.

                                       -1-

<PAGE>

     4.   RESTRICTIONS.  The rights of the Officer under this agreement are not
transferable by agreement, operation of law or otherwise.  In the event of
termination of the Officer's employment with the Company prior to issuance of
the Stock, the Officer's escrow account balance will be paid to him within 30
days after said termination and all other rights hereunder shall be
extinguished.

     5.   DEATH OF THE OFFICER. In the event the Officer shall die while an
employee of the Company and prior to the purchase of the Stock, the account
balance in the Officer's escrow account shall be paid to the Officer's personal
representative within 30 days after the date of death and all rights hereunder
shall be extinguished.

     6.    RESTRICTIONS ON THE STOCK.  The Officer agrees to execute an
investment letter in substantially the form attached hereto as Exhibit A prior
to the issuance of any certificate(s) representing ownership of the Stock.  Such
stock certificate(s) shall bear a restrictive legend with respect to
transferability as set forth in such investment letter.  The Stock shall be
subject to the buy-sell agreement in form as set forth in Exhibit B attached
hereto and shall bear a legend referring to the restrictions contained in that
agreement.

     7.   MERGER OR ACQUISITION.   In the event of a merger or acquisition of
the Company, the Officer may be entitled to complete the purchase of the Stock
hereunder as of the effective date of such transaction upon reasonable notice or
suffer loss of any rights hereunder save the return of his escrow account; or,
this Agreement may be assumed by the surviving or acquiring entity upon
equitable terms, in the sole discretion of the Board of Directors of the
Company.

     8.   RESALE.   Pursuant to Section 6.03(g) of a Purchase Agreement, dated
June 13, 1978, by and among the Company, First Chicago Investment Corporation,
Barry A. Ackerley and Phillip Tocker, the Officer hereby agrees that, in case of
an underwritten offering pursuant to Sections 6.01 through 6.03 of said Purchase
Agreement, as it may be amended or replaced from time to time, the Officer will
not effect any public sale or distribution of the Common Stock of the Company
owned by him (other than as part of such underwritten public offering) within a
time as specified by the Company before, or until the earlier of 90 days after
the effective date of such registration statement or the completion of the sale
of the securities covered thereby.

     9.   BENEFIT.  This agreement shall be binding on and inure to the benefit
of the parties and their respective administrators, executors or successors.

                                       -2-

<PAGE>

     10.  LAW GOVERNING.  This agreement shall be governed by and construed in
accordance with the laws of the State of Washington.

     WHEREFORE, the parties hereby execute this agreement as of the date first
above written.

                                        ACKERLEY, INCORPORATED


                                        By   /s/ Barry Ackerley
                                           -------------------------------
                                             Barry Ackerley, President


                                          /s/ William M. Barkell        5-12-81
                                        ----------------------------------
                                             Officer


                                         /s/ Victoria V. Barkell        5-12-81
                                        ----------------------------------
                                             Spouse

                                       -3-

<PAGE>

                                    EXHIBIT A





               ,1981



Ackerley Incorporated
P.O. Box 3843
Seattle, WA 98124

     Re:  1,500 shares of common stock $0.01 par value (the "Shares") of
          Ackerley Incorporated, a Delaware corporation (the "Company")

Gentlemen:

     This letter is given to you in connection with my purchase of the above
described Shares on                     , 1981.

     1.   The Shares are being acquired by me for investment for my own personal
account and not on behalf of any other persons, and not with a view to, or for
resale or other distribution in connection with, any distribution of all or any
part of the Shares.

     2.   You shall not be required to effect, permit or recognize any sale,
offer for sale, exchange, transfer, assignment or pledge of any or all of the
Shares unless they are registered under the Securities Act of 1933, the
Securities Act of Washington, and any other applicable securities act (the
"Acts"), or unless you are furnished with an attorney's opinion, acceptable to
you, that such registration is not required; and you shall be entitled to cause
legends to this effect to be endorsed on any certificates evidencing the Shares.
Further, you shall have the right to place a stop-transfer order with your
Secretary or transfer agent pursuant to which transfer of all or any portion of
the Shares shall be prohibited except upon a proper showing of compliance with
this letter.

     3.   I understand that I must bear the economic risk of this investment for
an indefinite period of time because the Shares have not been registered under
the Acts, and consequently cannot be sold or otherwise transferred unless they
are subsequently

<PAGE>

registered under the Acts or exemptions from registration are available.  I
further understand that you are under no obligation, nor do you have any present
intention, to register the Shares, or take any actions so as to make available
exemptions from the registration requirements of the Acts that might become
available as a result of such actions.

     Dated:

                                        Very truly yours,

                                        /S/ William M. Barkell

                                        William M. Barkell

                                       -2-

<PAGE>

                                    EXHIBIT B

                           EMPLOYEE BUY-SELL AGREEMENT


     AGREEMENT, dated             , by and among WILLIAM M. BARKELL (the
"Employee"), BARRY ACKERLEY (the "Major Shareholder"), and ACKERLEY
INCORPORATED, a Delaware corporation (the "Company").

     WHEREAS, contemporaneously with the effectiveness of this Agreement, the
Employee is acquiring a share or shares of the common stock of the Company or
the right to acquire such shares; and


     WHEREAS, in consideration of the right to acquire and the acquisition of
such shares, which acquisition is conditioned upon the execution of this
Agreement, the parties hereto desire to record their agreement with respect to
the purchase and sale of such shares, which Agreement is deemed to be of benefit
to the Company and the Major Shareholder as well as to the Employee, it is
agreed as follows:

     1.   SALES OF STOCK: The Employee shall not, without the written consent of
the Major Shareholder and the Company, dispose of any shares of the common stock
of the Company now owned or hereafter acquired by him (the "Shares"), unless he
shall first offer the Shares in writing, with a copy to the Major Shareholder,
to the Company for redemption at a price equal to the value per share of such
Shares determined as of the last day of the most recent fiscal year of the
Company in accordance with the formula attached hereto as Addendum I.

     In the event the Company does not timely redeem all or a portion of the
Shares proposed to be sold, the Major Shareholder may purchase all or a portion
of the unsold Shares upon the same terms and conditions as set forth above.
Payment for Shares redeemed or purchased hereunder shall be made in cash within
thirty (30) days of acceptance of the offer to sell.

     2.   RIGHT OF FIRST REFUSAL:  In the event that any or all of the Shares
offered in accordance with paragraph 1 hereof are not accepted in writing for
redemption by the Company within sixty (60) days of the receipt of the notice
and are not accepted in writing by the Major Shareholder within ninety (90) days
after receipt of the notice, the Employee may thereafter sell and transfer the
Shares to any person.  However, in the event the Employee proposes to sell or
transfer the Shares for a lesser price or on more favorable terms than provided
in paragraph 1 above, he shall give a further written notice to the Company and
the Major Shareholder, setting forth the name of the proposed purchaser and the
price, terms and conditions of the proposed

                                       -1-

<PAGE>

sale.  The Company, or if the Company does not purchase, the Major Shareholder,
shall have a right of first refusal to redeem or purchase all or a portion of
the Shares being offered by the Employee for the same price, terms and
conditions set forth in the further notice, provided that written acceptance is
given within thirty (30) days of the receipt of further notice by the Company or
sixty (60) days of receipt of the further notice by the Major Shareholder.

     3.   TERMINATION OF EMPLOYMENT AND RIGHT TO PURCHASE.  Should the
Employee's employment with the Company or a wholly owned subsidiary of the
Company terminate for any reason whatsoever (including, without limitation,
voluntary or involuntary termination, retirement, death, disability, or
otherwise), or should the Company (or the Major Shareholder) at any time notify
the employee that it wishes to purchase all or a portion of the Shares, the
Company (or the Major Shareholder) shall have the right to redeem or purchase
all or a portion of the Shares upon notice, at the price determined as set forth
in paragraph 1 above.

     Payment for Shares redeemed under this Section 3 shall be made in cash
within 30 days of notice by the Company (or the Major Shareholder) that it
intends to purchase all or a portion of the Shares.

     Should both the Company and the Major Shareholder give notice that they
desire to purchase all or a portion of the Shares, then the Major Shareholder
shall have the right to purchase the number of Shares not purchased by the
Company.  Any shares not purchased by the Major Shareholder or the Company shall
remain the property of Employee, but shall remain subject to the terms of this
Agreement, except as provided in Section 5.

     4.   STATUTORY BAR AGAINST REDEMPTION.    If the Company is unable to
redeem the Shares under this Agreement because of the provisions of applicable
statutes, its articles of incorporation and bylaws, the Company agrees to take
such action as may be necessary to make such purchases, and the Major
Shareholder and the Employee agree that they will also take such action as may
be necessary to allow the Company to conform and comply with the terms of this
Agreement.

     5.   TERMINATION:  This Agreement shall terminate upon the failure of the
Shares to be redeemed or purchased within the terms of this Agreement pursuant
to the Right of First Refusal in to the extent such Shares are actually sold, or
upon the bankruptcy, receivership, dissolution or cessation of business of the

                                       -2-
<PAGE>
Company or by the written agreement of the Company, the Major Shareholder and
the Employee.  Upon termination of this Agreement, the Employee shall be
entitled to have certificates issued to him without the legend described in
paragraph 6 below.

     6.   LEGEND:  The Shares and all reissued certificates except as otherwise
agreed, shall bear the following legend:

          "These shares are subject to restrictions on transfer by
          virtue of an agreement dated _________________, a copy of
          which is on file at the offices of the Company."

     7.   SPECIFIC PERFORMANCE:  The parties hereby agree that damages are an
inadequate remedy in the event the terms of this Agreement are breached and the
Company or the Major Shareholder may institute and maintain a proceeding to
compel specific performance of this Agreement.

     8.   NOTICE:  For the purpose of this Agreement, notice shall be sufficient
if delivered in person or mailed, postage prepaid, to the parties at the
following addresses or at such other address as the party affected may by notice
to the other parties direct:

          NAMES                                        ADDRESSES
          -----                                        ---------

     To the Company:                         Ackerley Incorporated
                                             P.O. Box 3843
                                             Seattle, WA  98124

     To the Employee:                        William M. Barkell
                                             5800 N.W. 77th Court
                                             Miami, FL  33166

     To the Major Shareholder:               Barry Ackerley
                                             P.O. Box 3843
                                             Seattle, WA  98124

     9.   RESTRICTIONS ON TRANSFER.  The Company agrees that the foregoing Buy-
Sell Agreement is in the best interests of the Company and in consideration
thereof agrees not to permit any Share transfers inconsistent with the terms of
this Agreement.

     10.  BENEFITS:  This Agreement shall be binding on and inure to the benefit
of the parties and their respective administrators, executors or successors and
assigns.  This Agreement shall

                                       -3-

<PAGE>

be governed by and interpreted in accordance with the laws of the State of
Washington.

EMPLOYEE:                                    COMPANY:

                                             ACKERLEY INCORPORATED

_________________________________            By ________________________________
William M. Barkell                                Barry Ackerley, President

                                             MAJOR SHAREHOLDER:


                                             ___________________________________
                                                  Barry Ackerley

                                       -4-

<PAGE>

                                   ADDENDUM I
                         TO EMPLOYEE BUY-SELL AGREEMENT

     The purchase price for shares of the Company's common stock ("Common
Stock") to be purchased or redeemed pursuant to the Employee Buy-Sell Agreement
(the "Agreement") shall be as follows:

     If the Company is not a "Public Company" as defined below, the total value
of the Company shall be deemed to be two times the gross billings of the Company
for the fiscal year preceding the date of termination of employment or
notification of the exercise of the right to redeem or purchase, as described in
paragraph 3 of the Agreement, as the case may be, less the amount of total long-
term debt of the Company (for purposes hereof debt shall include the face value
of preferred stock of the Company issued and outstanding) outstanding as of the
close of the prior fiscal year, plus the amount of the excess of current assets
over current liabilities of the Company on such date.

     If the Company is a "Public Company" the total value of the Company shall
be deemed to be the "Market Price" of the common stock as defined below.


     The purchase price for all the Shares of the Company owned by the Employee
shall be calculated by multiplying the percentage of ownership of Common Stock
of the Company represented by the Shares being sold by the Employee times the
total value of the Company as determined hereby.  In determining the percentage
of ownership represented by the Shares, any options, rights and conversion
privileges outstanding shall be considered.

     MARKET PRICE.  If the Common Stock of the Corporation shall be listed on
any stock exchange in the United States, the "Market Price" of the Common Stock
on any given day shall mean the average of the closing prices of the Common
Stock sales on all stock exchanges in the United States on which the Common
Stock shall at the time be listed on the given day and the 20 preceding trading
days, and if there shall have been no sales on any exchange on any one or more
of the said 21 trading days, the average of the bid and asked prices at the end
of such days on which there shall have been no trading shall be used to compute
the Market Price.  If at the time of any calculation of "Market Price" the
Common Stock shall not be listed on any stock exchange in the United States, the
Market Price as of any given day shall be determined by dividing by 21 the sum
of the Closing Prices for Common Stock in the over-the-counter market on the
given day and on the 20 preceding trading days.  For the purposes of the
preceding sentence, the "Closing Price" for the Common Stock on any given day
shall be equal to the quotient derived by dividing two into the sum of the
Reported Closing Bid Price per share on such day.  The "Reported

<PAGE>

Closing Bid Price" and the "Reported Closing Asked Price" on any given day shall
be the low asked price per share and the high bid price per share for the Common
Stock at the close of trading on such day as reported by the National
Association of Securities Dealers Automated Quotation System, or if said System
shall no longer exist or be the most commonly quoted or carried source of
quotations for the Company's Common Stock, by the system which shall carry
quotations for the Company's Common Stock which shall then be regarded as the
most reliable source of quotations for securities traded in the over-the-counter
market.

     PUBLIC COMPANY.  For purposes of this Agreement, the Company shall be
deemed to be a Public Company if its Common Stock is listed on a national
securities exchange or if any class of the Company's securities is eligible for
quotation by the National Association of Securities Dealers Automated Quotation
System, or if said System shall no longer exist or be the most commonly quoted
or carried source of quotations for securities traded in the over-the-counter
market, by the system which shall then be regarded as the most reliable source
of quotations for securities traded in the over-the-counter market.

                                       -2-

<PAGE>

                   AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT

                                  June 26, 1981


     This Amendment No. 1 amends that Stock Purchase Agreement dated May 12,
1981 between William M. Barkell and Ackerley Incorporated in connection with the
acquisition of 1,500 shares (pre-split) of Common Stock, $.01 par value, of
Ackerley Incorporated (the "Company") by Mr. Barkell for $45,000.

     The foregoing Agreement is amended to provide for the additional purchase
of 2,500 shares, giving effect to a 2.5-for-1 stock split by way of a stock
dividend approved this date by the Company's directors and shareholders, of the
Common Stock of the Company for an additional aggregate purchase price of
$30,000 on the same terms and conditions as the sale pursuant to the above
described Stock Purchase Agreement.  Upon execution of this amendment, the above
described Stock Purchase Agreement and all documents relating thereto shall be
amended to provide for the purchase of these additional shares on such terms and
conditions.

                                             ACKERLEY INCORPORATED


                                             By: /s/ Barry Ackerley
                                                ----------------------------
                                                Barry Ackerley, President


                                             By: /s/ William M. Barkell
                                                ----------------------------
                                                William M. Barkell


                                             By: /s/ Victoria V. Barkell
                                                ----------------------------
                                                                    Spouse

<PAGE>

                  SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT

                                  APRIL 7, 1989




     THIS SECOND AMENDMENT TO THE STOCK PURCHASE AGREEMENT (the "Amendment")
amends that certain Stock Purchase Agreement dated May 12, 1981, as amended
("Agreement"), between William M. Barkell and Ackerley Communications, Inc., a
Delaware corporation (the "Company"), which was formerly named Ackerley,
Incorporated.  This Amendment will be effective as of June 27, 1981.  Unless
otherwise indicated, the terms used in the Amendment have the same meaning
as specified in the Agreement.

                                  RECITALS

     The parties desire to revise the purchase terms of the Agreement as
follows:

     (1)  to designate as escrow agent Seattle-First National Bank, Seattle,
Washington, or certain other financial institutions as the Company may
designate from time to time;

     (2)  to delete the requirement for annual installment payments as long as
90% of the total purchase price for the Stock is paid into escrow by 1989, and
100% by 1990;

     (3)  to delete the automatic termination of the Agreement upon the
Officer's default in his obligation to make required installment payments, and
allow the Company to elect to terminate the Agreement upon such default; and

     (4)  to allow the funds to remain in escrow until the Officer directs the
escrow agent to apply such funds toward purchase of the Stock.

                                    AGREEMENT

     The parties agree that Paragraph 3 of the Agreement is amended by deleting
the paragraph in its entirety and substituting the following:

     PARAGRAPH 3.  PAYMENT.  The Officer hereby agrees to pay to the Company
     for 4000 shares of Stock the sum of $75,000, in cash, payable $7,500 upon
     the execution of this Agreement, receipt of which is hereby acknowledged by
     the Company, and such amounts necessary so that 90% of the total purchase
     price will have been paid by March 1, 1989, and 100% of the total purchase
     price by March 1, 1990.  The Officer will make all payments directly to
     Seattle-First National Bank, Seattle, Washington, or such other

                                     - 1 -

<PAGE>

     financial institution that is a principal lender to the Company as the
     Company may designate by prior written notice to such Officer, as escrow
     agent ("Escrow Agent").  All payments so made by the Officer will be placed
     in an escrow account with the Escrow Agent in the name of the Officer.
     This account shall be invested in an interest-paying savings account, bank
     certificates of deposit, commercial paper, repurchase agreements, or U.S.
     Government obligations, with all interest earned to remain in the account
     for the benefit of the Officer.  When the balance in such account equals or
     exceeds the sum of $75,000, such sum will be paid to the Company and stock
     certificates representing ownership of the Stock will be issued to the
     Officer only upon the written election by the Officer to the Escrow Agent.
     If so elected, any excess over $75,000 will be paid to the Officer.  Until
     such election, and after the balance in the escrow account equals the total
     purchase price for the Stock, the Escrow Agent will distribute directly to
     the Officer, in annual or more frequent installments, all interest earned
     on the balance remaining in the escrow account.

     Executed by the undersigned parties on the 8th day of May, 1989.

ACKERLEY COMMUNICATIONS, INC.           OFFICER:


By /s/ Barry A. Ackerley                /s/ William M. Barkell
  ------------------------------        -------------------------------
  Barry A. Ackerley, Chairman           William M. Barkell
  and Chief Executive Officer


                                        /s/ V.V. Barkell
                                        -------------------------------
                                        Officer's Spouse

Accepted this 20th day of June, 1989.

                             Seattle-First National Bank

                             By /s/ Marilyn M. Dish
                               --------------------------------------------
                               Assistant Vice President & Sr. Trust Officer

                             By /s/ Walter J. Steiss
                               --------------------------------------------
                               Vice President & Manager

This is to certify that the
foregoing is a true and correct
copy of the original Document
on file with this bank.

          SEATTLE-FIRST NATIONAL BANK
          By /s/ M. Dish
            ------------------------------
                Assistant Vice President

                                     - 2 -






<PAGE>


                            STOCK PURCHASE AGREEMENT


     AGREEMENT dated June 26, 1981, by and between ERIC M. RUBIN (the
"Purchaser"), and ACKERLEY INCORPORATED, a Delaware corporation (the "Company").

     WHEREAS, the Purchaser is a key individual to the future success of the
Company in a position to make significant contributions to the Company's success
and profitability; and

     WHEREAS, the acquisition of stock in the Company is deemed to be beneficial
by both the Purchaser and the Company.

     For valuable consideration it is agreed as follows:

     1.   STOCK.  "Stock" as referred to in this agreement shall mean the $0.01
par value Common Stock of the Company.  The Stock is more specifically described
in the Articles of Incorporation of the Company.

     2.   SALE.  The Company hereby agrees to sell to the Purchaser 2,500
share(s) of the Stock for $30,000 in cash payable as set forth below. The
number of shares of Stock purchased hereunder and the purchase price per share
thereof gives effect to a 2.5-for-1 stock split by way of stock dividend
approved this date by the Company's directors and shareholders and shall be
equitably adjusted in the event of subsequent stock dividends, stock splits,
reverse stock splits or other recapitalizations.

     3.   PAYMENT.  The Purchaser hereby agrees to pay to the Company for 2,500
share(s) of Stock the sum of $30,000 in cash, payable $3,000 within thirty (30)
days of July 1, 1981, and at least $3,000 per year beginning in 1982 and no more
than $6,000 per year, such payment to be made between January 1 and March 1 of
each year.  In the event the Purchaser shall fail to make any payment as
provided for herein, his right to purchase the Stock shall be terminated and the
balance of his escrow account returned to him as set forth below.  All payments
made by the Purchaser will be placed in an escrow account with Seattle-First
National Bank, Seattle, Washington, in the name of the Purchaser by attorneys
for the Company, Jones, Grey & Bayley, P.S., Seattle, Washington.  This account
shall be invested in an interest-paying savings account, bank certificates of
deposit, commercial paper, repurchase agreements or U.S. Government obligations,
with all interest earned to remain in the account for the benefit of the
Purchaser.  When the balance in such account equals or exceeds the sum of
$30,000, such sum will be paid to the Company, stock certificate(s) representing
ownership of the Stock will be issued to the Purchaser and any excess over
$30,000 will be paid to the Purchaser.


                                       -1-
<PAGE>
     4.   RESTRICTIONS.  The rights of the Purchaser under this Agreement are
not transferable by agreement, operation of law or otherwise.  In the event of
termination of the Purchaser's representation of the Company prior to issuance
of the Stock, the Purchaser's escrow account balance will be paid to him within
30 days after said termination and all other rights hereunder shall be
extinguished.

     5.   DEATH OF THE PURCHASER.  In the event the Purchaser shall die while
representing the Company and prior to the purchase of the Stock, the account
balance in the Purchaser's escrow account shall be paid to the Purchaser's
personal representative within 30 days after the date of death and all rights
hereunder shall be extinguished.


     6.   RESTRICTIONS ON THE STOCK.   The Purchaser agrees to execute an
investment letter in substantially the form attached hereto as Exhibit A prior
to the issuance of any certificate(s) representing ownership of the Stock.  Such
stock certificate(s) shall bear a restrictive legend with respect to
transferability as set forth in such investment letter.  The Stock shall be
subject to the buy-sell agreement in form as set forth in Exhibit B attached
hereto and shall bear a legend referring to the restrictions contained in that
agreement.

     7.   MERGER OR ACQUISITION.  In the event of a merger or acquisition of the
Company, the Purchaser may be entitled to complete the purchase of the Stock
hereunder as of the effective date of such transaction upon reasonable notice or
suffer loss of any rights hereunder save the return of his escrow account; or,
this Agreement may be assumed by the surviving or acquiring entity upon
equitable terms, in the sole discretion of the Board of Directors of the
Company.

     8.   RESALE.  Pursuant to Section 6.03(g) of a Purchase Agreement, dated
June 13, 1978, by and among the Company, First Chicago Investment Corporation,
Barry A. Ackerley and Phillip Tocker, the Purchaser hereby agrees that, in case
of an underwritten offering pursuant to Sections 6.01 through 6.03 of said
Purchase Agreement, as it may be amended or replaced from time to time, the
Purchaser will not effect any public sale or distribution of the Common Stock of
the Company owned by him (other than as part of such underwritten public
offering) within a time as specified by the Company before, or until the earlier
of 90 days after the effective date of such registration statement or the
completion of the sale of the securities covered thereby.

     9.   BENEFIT.  This agreement shall be binding on and inure to the benefit
of the parties and their respective administrators, executors or successors.


                                       -2-
<PAGE>
     10.  LAW GOVERNING.  This agreement shall be governed by and construed in
accordance with the laws of the State of Washington.

     WHEREFORE, the parties hereby execute this agreement as of the date first
above written.

                                        ACKERLEY, INCORPORATED


                                        By /s/ Barry Ackerley
                                          ---------------------------------
                                             Barry Ackerley, President


                                          /s/ Eric M. Rubin
                                          ---------------------------------
                                             Purchaser


                                          ---------------------------------
                                             Spouse


                                       -3-
<PAGE>
                                    EXHIBIT A




Ackerley, Incorporated
P.O. Box 3843
Seattle, WA 98124

     Re:  2,500 shares of common stock $0.01 par value (the "Shares") of
          Ackerley, Incorporated, a Delaware corporation (the "Company")

Gentlemen:

     This letter is given to you in connection with my purchase of the above
described Shares on _________________________________, 1981.

     1.   The Shares are being acquired by me for investment for my own
personal account and not on behalf of any other persons, and not with a view
to, or for resale or other distribution in connection with, any distribution of
all or any part of the Shares.

     2.   You shall not be required to effect, permit or recognize any sale,
offer for sale, exchange, transfer, assignment or pledge of any or all of the
Shares unless they are registered under the Securities Act of 1933, the
Securities Act of Washington, and any other applicable securities act (the
"Acts"), or unless you are furnished with an attorney's opinion, acceptable to
you, that such registration is not required; and you shall be entitled to cause
legends to this effect to be endorsed on any certificates evidencing the Shares.
Further, you shall have the right to place a stop-transfer order with your
Secretary or transfer agent pursuant to which transfer of all or any portion of
the Shares shall be prohibited except upon a proper showing of compliance with
this letter.

     3.   I understand that I must bear the economic risk of this investment for
an indefinite period of time because the Shares have not been registered under
the Acts, and consequently cannot be sold or otherwise transferred unless they
are subsequently
<PAGE>

registered under the Acts or exemptions from registration are available.  I
further understand that you are under no obligation, nor do you have any present
intention, to register the Shares, or take any actions so as to make available
exemptions from the registration requirements of the Acts that might become
available as a result of such actions.

     Dated:

                                        Very truly yours,



                                        Eric M. Rubin


                                       -2-
<PAGE>

                                    EXHIBIT B

                               BUY-SELL AGREEMENT


     AGREEMENT, dated____________________, by and among ERIC M. RUBIN (the
"Purchaser"), BARRY ACKERLEY (the "Major Shareholder"), and ACKERLEY
INCORPORATED, a Delaware corporation (the "Company").

     WHEREAS, contemporaneously with the effectiveness of this Agreement, the
Purchaser is acquiring a share or shares of the common stock of the Company or
the right to acquire such shares; and

     WHEREAS, in consideration of the right to acquire and the acquisition of
such shares, which acquisition is conditioned upon the execution of this
Agreement, the parties hereto desire to record their agreement with respect to
the purchase and sale of such shares, which Agreement is deemed to be of benefit
to the Company and the Major Shareholder as well as to the Purchaser, it is
agreed as follows:

     1.   SALES OF STOCK:  The Purchaser shall not, without the written consent
of the Major Shareholder and the Company, dispose of any shares of the common
stock of the Company now owned or hereafter acquired by him (the "Shares"),
unless he shall first offer the Shares in writing, with a copy to the Major
Shareholder, to the Company for redemption at a price equal to the value per
share of such Shares determined as of the last day of the most recent fiscal
year of the Company in accordance with the formula attached hereto as Addendum
I.

     In the event the Company does not timely redeem all or a portion of the
Shares proposed to be sold, the Major Shareholder may purchase all or a portion
of the unsold Shares upon the same terms and conditions as set forth above.
Payment for Shares redeemed or purchased hereunder shall be made in cash within
thirty (30) days of acceptance of the offer to sell.

     2.   RIGHT OF FIRST REFUSAL:  In the event that any or all of the Shares
offered in accordance with paragraph 1 hereof are not accepted in writing for
redemption by the Company within sixty (60) days of the receipt of the notice
and are not accepted in writing by the Major Shareholder within ninety (90) days
after receipt of the notice, the Purchaser may thereafter sell and transfer the
Shares to any person.  However, in the event the Purchaser proposes to sell or
transfer the Shares for a lesser price or on more favorable terms than provided
in paragraph 1 above, he shall give a further written notice to the Company and
the Major Shareholder, setting forth the name of the proposed purchaser and the
price, terms and conditions of the proposed


                                       -1-
<PAGE>

sale.  The Company, or if the Company does not purchase, the Major Shareholder,
shall have a right of first refusal to redeem or purchase all or a portion of
the Shares being offered by the Purchaser for the same price, terms and
conditions set forth in the further notice, provided that written acceptance is
given within thirty (30) days of the receipt of further notice by the Company or
sixty (60) days of receipt of the further notice by the Major Shareholder.

     3.   TERMINATION OF REPRESENTATION AND RIGHT TO PURCHASE.  Should the
Purchaser's representation of the Company or a wholly owned subsidiary of the
Company terminate for any reason whatsoever (including, without limitation,
voluntary or involuntary termination, retirement, death, disability, or
otherwise), or should the Company (or the Major Shareholder) at any time notify
the Purchaser that it wishes to purchase all or a portion of the Shares, the
Company (or the Major Shareholder) shall have the right to redeem or purchase
all or a portion of the Shares upon notice, at the price determined as set forth
in paragraph 1 above.

     Payment for Shares redeemed under this Section 3 shall be made in cash
within 30 days of notice by the Company (or the Major Shareholder) that it
intends to purchase all or a portion of the Shares.

     Should both the Company and the Major Shareholder give notice that they
desire to purchase all or a portion of the Shares, then the Major Shareholder
shall have the right to purchase the number of Shares not purchased by the
Company.  Any shares not purchased by the Major Shareholder or the Company shall
remain the property of Purchaser, but shall remain subject to the terms of this
Agreement, except as provided in Section 5.

     4.   STATUTORY BAR AGAINST REDEMPTION.  If the Company is unable to redeem
the Shares under this Agreement because of the provisions of applicable
statutes, its articles of incorporation and bylaws, the Company agrees to take
such action as may be necessary to make such purchases, and the Major
Shareholder and the Purchaser agree that they will also take such action as may
be necessary to allow the Company to conform and comply with the terms of this
Agreement.

     5.   TERMINATION:  This Agreement shall terminate upon the failure of the
Shares to be redeemed or purchased within the terms of this Agreement pursuant
to the Right of First Refusal to the extent such Shares are actually sold, or
upon the bankruptcy, receivership, dissolution or cessation of business of the


                                       -2-
<PAGE>

Company or by the written agreement of the Company, the Major Shareholder and
the Purchaser.  Upon termination of this Agreement, the Purchaser shall be
entitled to have certificates issued to him without the legend described in
paragraph 6 below.

     6.   LEGEND:  The Shares and all reissued certificates except as otherwise
agreed, shall bear the following legend:

          "These shares are subject to restrictions on transfer by virtue of an
          agreement dated June 26, 1981, a copy of which is on file at the
          offices of the Company."

     7.   SPECIFIC PERFORMANCE:  The parties hereby agree that damages are an
inadequate remedy in the event the terms of this Agreement are breached and the
Company or the Major Shareholder may institute and maintain a proceeding to
compel specific performance of this Agreement.

     8.   NOTICE:  For the purpose of this Agreement, notice shall be sufficient
if delivered in person or mailed, postage prepaid, to the parties at the
following addresses or at such other address as the party affected may by notice
to the other parties direct:

          Names                              Addresses
          -----                              ---------

     To the Company:                    Ackerley Incorporated
                                        P.O. Box 3843
                                        Seattle, WA 98124

     To the Purchaser:                  Eric M. Rubin
                                        1737 H. Street
                                        Washington, D.C. 20036

     To the Major Shareholder:          Barry Ackerley
                                        P.O. Box 3843
                                        Seattle, WA 98124

     9.   RESTRICTIONS ON TRANSFER:  The Company agrees that the foregoing Buy-
Sell Agreement is in the best interests of the Company and in consideration
thereof agrees not to permit any Share transfers inconsistent with the terms of
this Agreement.

     10.  BENEFITS:  This Agreement shall be binding on and inure to the benefit
of the parties and their respective administrators, executors or successors and
assigns.  This Agreement shall


                                       -3-
<PAGE>

be governed by and interpreted in accordance with the laws of the State of
Washington.

PURCHASER:                              COMPANY:

                                        ACKERLEY INCORPORATED


                                        By
- -----------------------------------        --------------------------------
Eric M. Rubin                                Barry Ackerley, President


                                        MAJOR SHAREHOLDER:




                                        By
                                           --------------------------------
                                             Barry Ackerley


                                       -4-
<PAGE>

                                   ADDENDUM I
                              TO BUY-SELL AGREEMENT

     The purchase price for shares of the Company's common stock ("Common
Stock") to be purchased or redeemed pursuant to the Employee Buy-Sell Agreement
(the "Agreement") shall be as follows:

     If the Company is not a "Public Company" as defined below, the total value
of the Company shall be deemed to be two times the gross billings of the Company
for the fiscal year preceding the date of termination of representation of the
Company by the Purchaser or notification of the exercise of the right to redeem
or purchase, as described in paragraph 3 of the Agreement, as the case may be,
less the amount of total long-term debt of the Company (for purposes hereof debt
shall include the face value of preferred stock of the Company issued and
outstanding) outstanding as of the close of the prior fiscal year, plus the
amount of the excess of current assets over current liabilities of the Company
on such date.

     If the Company is a "Public Company" the total value of the Company shall
be deemed to be the "Market Price" of the common stock as defined below.

     The purchase price for all the Shares of the Company owned by the Purchaser
shall be calculated by multiplying the percentage of ownership of Common Stock
of the Company represented by the Shares being sold by the Purchaser times the
total value of the Company as determined hereby.  In determining the percentage
of ownership represented by the Shares, any options, rights and conversion
privileges outstanding shall be considered.

     MARKET PRICE.  If the Common Stock of the Corporation shall be listed on
any stock exchange in the United States, the "Market Price" of the Common Stock
on any given day shall mean the average of the closing prices of the Common
Stock sales on all stock exchanges in the United States on which the Common
Stock shall at the time be listed on the given day and the 20 preceding trading
days, and if there shall have been no sales on any exchange on any one or more
of the said 21 trading days, the average of the bid and asked prices at the end
of such days on which there shall have been no trading shall be used to compute
the Market Price.  If at the time of any calculation of "Market Price" the
Common Stock shall not be listed on any stock exchange in the United States,
the Market Price as of any given day shall be determined by dividing by 21 the
sum of the Closing Prices for common Stock in the over-the-counter market on the
given day and on the 20 preceding trading days.  For the purposes of the
preceding sentence, the "Closing Price" for the Common Stock on any given day
shall be equal to the quotient derived by dividing two into the sum of the
Reported Closing Bid Price per share on such day.  The

<PAGE>

"Reported Closing Bid Price" and the "Reported Closing Asked Price" on any given
day shall be the low asked price per share and the high bid price per share for
the Common Stock at the close of trading on such day as reported by the National
Association of Securities Dealers Automated Quotation System, or if said System
shall no longer exist or be the most commonly quoted or carried source of
quotations for the Company's Common Stock, by the system which shall carry
quotations for the Company's Common Stock which shall then be regarded as the
most reliable source of quotations for securities traded in the over-the-counter
market.

     PUBLIC COMPANY.  For purposes of this Agreement, the Company shall be
deemed to be a Public Company if its Common Stock is listed on a national
securities exchange or if any class of the Company's securities is eligible for
quotation by the National Association of Securities Dealers Automated Quotation
System, or if said System shall no longer exist or be the most commonly quoted
or carried source of quotations for securities traded in the over-the-counter
market, by the system which shall then be regarded as the most reliable source
of quotations for securities traded in the over-the-counter market.


                                       -2-
<PAGE>

                      AMENDMENT TO STOCK PURCHASE AGREEMENT

                                  APRIL 7, 1989



     THIS AMENDMENT TO THE STOCK PURCHASE AGREEMENT (the "Amendment") amends
that certain Stock Purchase Agreement dated June 26, 1981, as amended
("Agreement"), between Eric M. Rubin and Ackerley Communications, Inc., a
Delaware corporation (the "Company"), which was formerly named Ackerley,
Incorporated.  This Amendment will be effective as of June 26, 1981.  Unless
otherwise indicated, the terms used in the Amendment have the same meaning as
specified in the
Agreement.

                                  RECITALS

     The parties desire to revise the purchase terms of the Agreement as
follows:

     (1)  to designate as escrow agent Seattle-First National Bank, Seattle,
Washington, or certain other financial institutions as the Company may
designate from time to time;

     (2)  to delete the requirement for annual installment payments as long as
90% of the total purchase price for the Stock is paid into escrow by 1989, and
100% by 1990;

     (3)  to delete the automatic termination of the Agreement upon the
Officer's default in his obligation to make required installment payments, and
allow the Company to elect to terminate the Agreement upon such default; and

     (4)  to allow the funds to remain in escrow until the Officer directs the
escrow agent to apply such funds toward purchase of the Stock.

                                    AGREEMENT

     The parties agree that Paragraph 3 of the Agreement is amended by deleting
the paragraph in its entirety and substituting the following:

     PARAGRAPH 3.  PAYMENT.  The Officer hereby agrees to pay to the Company
     for 2,500 shares of Stock the sum of $30,000, in cash, payable $3,000 upon
     the execution of this Agreement, receipt of which is hereby acknowledged by
     the Company, and such amounts necessary so that 90% of the total purchase
     price will have been paid by March 1, 1989, and 100% of the total purchase
     price by March 1, 1990.  The Officer will make all payments directly to
     Seattle-First National Bank, Seattle, Washington, or such other

                                     - 1 -

<PAGE>

     financial institution that is a principal lender to the Company as the
     Company may designate by prior written notice to such Officer, as escrow
     agent ("Escrow Agent").  All payments so made by the Officer will be placed
     in an escrow account with the Escrow Agent in the name of the Officer.
     This account shall be invested in an interest-paying savings account, bank
     certificates of deposit, commercial paper, repurchase agreements, or U.S.
     Government obligations, with all interest earned to remain in the account
     for the benefit of the Officer.  When the balance in such account equals or
     exceeds the sum of $30,000, such sum will be paid to the Company and stock
     certificates representing ownership of the Stock will be issued to the
     Officer only upon the written election by the Officer to the Escrow Agent.
     If so elected, any excess over $30,000 will be paid to the Officer.  Until
     such election, and after the balance in the escrow account equals the total
     purchase price for the Stock, the Escrow Agent will distribute directly to
     the Officer, in annual or more frequent installments, all interest earned
     on the balance remaining in the escrow account.

     Executed by the undersigned parties on the 21st day of April, 1989.

ACKERLEY COMMUNICATIONS, INC.           PURCHASER:


By /s/ Barry A. Ackerley                /s/ Eric M. Rubin
  ------------------------------        -------------------------------
  Barry A. Ackerley, Chairman           Eric M. Rubin
  and Chief Executive Officer


                                        /s/ Shelley L. Rubin
                                        -------------------------------
                                        Purchaser's Spouse

Accepted this 20th day of June, 1989.

                             Seattle-First National Bank

                             By /s/ Marilyn M. Dish
                               --------------------------------------------
                               Assistant Vice President & Sr. Trust Officer

                             By /s/ Walter J. Steiss
                               --------------------------------------------
                               Vice President & Manager

This is to certify that the
foregoing is a true and correct
copy of the original Document
on file with this Bank.

          SEATTLE-FIRST NATIONAL BANK
          By /s/ M. Dish
            ------------------------------
                Assistant Vice President

                                     - 2 -






<PAGE>
                                                               Exhibit 5.1

                                  July 18, 1995


Ackerley Communications, Inc.
SeaFirst Fifth Avenue Plaza
800 Fifth Avenue, Suite 3770
Seattle,  WA  98104

     Re:  STOCK PURCHASE AGREEMENTS; LEGAL OPINION
          CONCERNING THE VALIDITY OF SECURITIES OFFERED

Ladies and Gentlemen:

     We are acting as counsel in connection with the registration under the
Securities Act of 1933, as amended ("Act"), of 135,000 shares of common stock,
$.01 par value ("Shares"), of Ackerley Communications, Inc. a Delaware
corporation ("Ackerley").  A registration statement on Form S-8 ("Registration
Statement") is being filed under the Act with respect to the offering of the
Shares.

     In connection with the offering of the Shares, we have examined:  (i) the
Stock Purchase Agreements for Messrs. Barkell, Carter and Rubin, as amended (the
"Purchase Agreements") which are filed as Exhibits 4.1, 4.2, 4.3, and 4.4,
respectively, to the Registration Statement; (ii) the Registration Statement,
including the remainder of the exhibits; and (iii) such other documents as we
have deemed necessary to form the opinions hereinafter expressed.  As to various
questions of fact material to such opinions, where relevant facts were not
independently established, we have relied upon statements of officers of
Ackerley.

     Our opinion assumes that:  (a) the Shares to be issued will be validly
authorized on the date of issuance; (b) the pertinent provisions of such "blue
sky" and securities laws as may be applicable have been complied with; and (c)
the Shares are issued in accordance with the terms of the Purchase Agreements.

     Based and relying solely upon the foregoing, we advise you that, in our
opinion, the Shares, or any portion thereof, to the extent such Shares represent
original issuances by Ackerley, when issued pursuant to the Purchase Agreements
after the Registration

<PAGE>

Ackerly Communications, Inc.
July 18, 1995
Page 2

Statement has become effective under the Act will be validly issued, fully paid,
and nonassessable.

     Consent is hereby given to the filing of this opinion as an Exhibit to the
Registration Statement.  In giving this consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.

                              Very truly yours,


                              /s/ GRAHAM & DUNN




<PAGE>



                         Consent of Independent Auditors


We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the William M. Barkell Stock Purchase Agreements, Donald E.
Carter Stock Purchase Agreements, and Eric M. Rubin Stock Purchase Agreement, of
our report dated March 3, 1995 with respect to the consolidated financial
statements of Ackerley Communications, Inc. included in the Annual Report on
Form 10-K for the year ended December 31, 1994, filed with the Securities and
Exchange Commission.


July 14, 1995

                                   /s/ Ernst & Young LLP




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