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SCHEDULE 14C
(RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
/X/ Preliminary Information Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
/ / Definitive Information Statement
ACKERLEY COMMUNICATIONS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14c-5(g).
/ / Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
Common Stock and Class B Common Stock
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(2) Aggregate number of securities to which transaction applies:
15,582,794
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
N/A
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
N/A
------------------------------------------------------------------------
(5) Total fee paid:
$125.00
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/ / Fee paid previously with preliminary materials
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
N/A
(2) Form, Schedule or Registration Statement No.:
N/A
(3) Filing Party:
N/A
(4) Date Filed:
N/A
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[Ackerley Logo]
Dear Fellow Shareholder:
We write to inform you of an important evolution in our strategic marketing
plans. Ackerley Communications, Inc. is at an important crossroads in its
corporate history. The company is more successful than ever, realizing
significant profits for the last few years. It is among the largest media
companies in the country, has in its portfolio one of the hottest NBA
franchises, and generates strong cash flow.
Our business has branched out into other areas of entertainment and we have
expanded our management team with fresh ideas and new energy. As the company's
business has reached beyond its traditional advertising media to become a
diversified advertising and entertainment company, it seems appropriate that the
company's name be adapted to embrace the new scope of the business. Our Board of
Directors recently approved changing the company's name, subject to shareholder
approval, and the names of some of our operating subsidiaries and divisions.
This change is, in effect, more of an evolution than a name change.
Effective October 1, 1996, we expect that the corporate name will become The
Ackerley Group, Inc., a name that retains the equity of the "Ackerley" name
while more accurately reflects the diverse nature of our business. We've also
developed names for certain divisions of our principal operating subsidiary,
Ackerley Communications Group, Inc. Playing upon the company's stock symbol
(AK), the operating subsidiary will be renamed, AK Media Group, Inc. and its
outdoor advertising divisions will be renamed AK Media Northwest, AK Media
Florida, and AK Media Massachusetts. The company's subsidiary, Ackerley Airport
Advertising, Inc., will operate under the trade name, AK Media Airport. The
other operating divisions and subsidiaries, including Full House Sports &
Entertainment and the radio and television stations, will retain their current
names.
Enclosed is an Information Statement to Shareholders for your review that
discusses in more detail the proposed changes, and a Shareholder's Consent. The
Board has recommended that the shareholders approve the corporate name change.
To register your approval, we request that you return the Consent by September
27, 1996 to our Corporate Office.
In addition to an evolution in the company name, we also wanted to inform
you of a new focus on marketing communications within The Ackerley Group. We
have adopted a new positioning line -- OUTSTANDING MEDIA AND ENTERTAINMENT
COMPANIES -- which reflects the nature of our business and position in our
markets. This positioning line will play a central role in our marketing
communications activities, which will serve to promote the name change to our
customers and other key audiences. It will also be pivotal as we work to
leverage the new into an opportunity to establish a new and powerful corporate
position.
We're very excited about these plans and look forward to the debut of our
new name and corporate logo.
Cordially,
Barry A. Ackerley William N. Ackerley
CHAIRMAN AND CEO PRESIDENT AND COO
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INFORMATION STATEMENT
TO
SHAREHOLDERS
GENERAL
The Board of Directors of Ackerley Communications, Inc., a Delaware
corporation (the "Company"), has approved, contingent upon shareholder approval
and compliance with applicable laws, the amendment of the Company's Third
Restated Certificate of Incorporation (the "Amendment") to change the Company's
name to "The Ackerley Group, Inc." The Company's principal executive offices are
located at 800 Fifth Avenue, Suite 3770, Seattle, Washington 98104.
Pursuant to the Board of Directors' resolutions approving the Amendment, we
are forwarding to you, with this Information Statement, a Written Consent of
Shareholders (the "Shareholder's Consent"). By signing the Shareholder's
Consent, you will consent to the Company's adoption of the Amendment, thereby
approving the change of the Company's name to "The Ackerley Group, Inc." This
Information Statement and the accompanying Shareholder's Consent are being first
sent or given to shareholders on or about August 30, 1996.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
FOR YOUR CONSENT TO THE ADOPTION OF THE AMENDMENT TO BE EFFECTIVE, YOU MUST
SIGN AND RETURN THE SHAREHOLDER'S CONSENT TO THE COMPANY'S SECRETARY, DENIS M.
CURLEY, NO LATER THAN 5:00 P.M. (PDT) ON FRIDAY, SEPTEMBER 27, 1996. SIGNED
SHAREHOLDER'S CONSENTS RECEIVED AFTER THAT DATE WILL NOT BE CONSIDERED IN
DETERMINING WHETHER A MAJORITY OF THE ISSUED AND OUTSTANDING SHARES OF THE
COMPANY'S COMMON STOCK AND CLASS B COMMON STOCK HAS CONSENTED TO THE ADOPTION OF
THE AMENDMENT.
Based upon representations made by Barry A. Ackerley, the Company's Chairman
and Chief Executive Officer, concerning his intention to consent as a
shareholder to the adoption of the Amendment, the Company expects that the
Amendment will be adopted without additional shareholder action. As disclosed in
the table under "Share Ownership by Directors, Executive Officers and Principal
Shareholders" of this Information Statement, Mr. Ackerley exercises voting
control over approximately 55.3% of the issued and outstanding shares of the
Company's Common Stock and approximately 99.4% of the issued and outstanding
shares of the Company's Class B Common Stock. The Company's receipt of Mr.
Ackerley's executed Shareholder's Consent will result in shareholder approval of
the adoption of the Amendment in accordance with the General Corporation Law of
the State of Delaware.
CONSENTING SHARES
Only those shareholders of record of the Company's voting common stock, par
value $.01, including Common Stock and Class B Common Stock, at the close of
business on August 15, 1996, shall be entitled to consent to the adoption of the
Amendment. The number of shares of the voting common stock of the Company
outstanding and entitled to consent to the adoption of the Amendment is
9,905,789 shares of Common Stock and 5,677,005 shares of Class B Common Stock.
Although the proposed shareholder action is not in the nature of an
election, which would require voting at a meeting in compliance with the General
Corporation Law of Delaware, each holder of common stock consenting to the
Amendment will have his or her consent counted as if his or her shares had been
voted in favor of the Amendment. Thus, each holder of shares of the Company's
Common Stock who consents to the adoption of the Amendment will be counted on
the basis of one (1) vote per share; each holder of the Company's Class B Common
Stock who consents to the adoption of the Amendment will be counted on the basis
of ten (10) votes per share. BY NOT SIGNING THE ENCLOSED SHAREHOLDER'S CONSENT
AND/OR FAILING TO RETURN THE SHAREHOLDER'S CONSENT TO THE COMPANY'S SECRETARY,
DENIS M. CURLEY, BY 5:00 P.M. (PDT) ON FRIDAY, SEPTEMBER 27, 1996, HOLDERS OF
THE COMPANY'S COMMON STOCK AND CLASS B COMMON STOCK WILL EFFECTIVELY VOTE
AGAINST THE ADOPTION OF THE AMENDMENT. The
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Amendment will be finally adopted upon the receipt of consents representing a
majority of the Company's outstanding Common Stock and Class B Common Stock as
of the above-mentioned record date.
ITEM 1 -- AMENDMENT OF COMPANY'S
THIRD RESTATED CERTIFICATE OF INCORPORATION
The General Corporation Law of the State of Delaware provides that an
amendment to a certificate of incorporation of a Delaware corporation effecting
the change of the corporation's name must first be approved by the corporation's
Board of Directors, then approved by a majority of the issued and outstanding
shares held by the corporation's shareholders.
By unanimous written consent dated August 10, 1996, the Company's Board of
Directors found the change of the Company's name to "The Ackerley Group, Inc."
to be advisable, and approved the amendment of Article First of the Company's
Third Restated Certificate of Incorporation to read in full as follows:
FIRST: The name of the Corporation is The Ackerley Group, Inc.
Shareholder consent to the adoption of the Amendment will effect only the
change of the Company's corporate name. As a practical matter, however, final
adoption of the Amendment will allow the Company to proceed with its plan to
enhance the marketability of its various businesses. Along with the change of
the Company's name, the Company has proposed to change the name of, or to change
the assumed names and trade names of, certain of its subsidiary corporations and
a subsidiary corporation's divisions. In particular, the Company's subsidiaries
will effect the following changes:
- ACKERLEY COMMUNICATIONS GROUP, INC. Ackerley Communications
Group, Inc., the Company's principal operating subsidiary, will
change its corporate name to "AK Media Group, Inc." In
addition, three of its internal divisions, Ackerley Outdoor
Advertising of Florida, Ackerley Outdoor Advertising of
Massachusetts, and Ackerley Outdoor Advertising of the
Northwest, will be renamed "AK Media Florida," "AK Media
Massachusetts," and "AK Media Northwest," respectively. These
changes will take effect in coordination with the Company's
overall marketing plan.
- ACKERLEY AIRPORT ADVERTISING, INC. The Company's airport
advertising subsidiary, Ackerley Airport Advertising, Inc.,
will operate under a new trade name, "AK Media Airport." This
change will take effect in coordination with the Company's
overall marketing plan.
The Company is pursuing its marketing plan in order to better promote the
Company's various enterprises. The Board of Directors believes that adoption of
the Amendment, along with the implementation of the Company's overall marketing
plan, will enhance the Company's marketability of its products and services in
its out-of-home media, broadcasting, and sports entertainment businesses.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU CONSENT TO THE ADOPTION OF THE
AMENDMENT BY SIGNING THE ENCLOSED SHAREHOLDER'S CONSENT AND RETURNING IT TO THE
COMPANYS' SECRETARY, DENIS M. CURLEY, NO LATER THAN 5:00 P.M. (PDT) ON FRIDAY,
SEPTEMBER 27, 1996.
SHARE OWNERSHIP BY DIRECTORS, EXECUTIVE OFFICERS AND PRINCIPAL SHAREHOLDERS
The following table sets forth certain information, including the beneficial
ownership of shares of Common Stock and Class B Common Stock as of August 15,
1996, with respect to (i) the Company's
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current directors and executive officers, (ii) persons known to the Company to
beneficially own more than five (5) percent of the outstanding Common Stock on
August 15, 1996, and (iii) by the directors and executive officers of the
Company as a group.
<TABLE>
<CAPTION>
SHARES OF THE COMPANY'S COMMON STOCK AND
CLASS B COMMON STOCK AND PERCENT OF
CLASS BENEFICIALLY OWNED (1)
----------------------------------------------------------
CLASS B
NAME, AGE AND PRINCIPAL OCCUPATION DURING PAST FIVE YEARS COMMON STOCK PERCENT COMMON STOCK PERCENT
- ------------------------------------------------------------- --------------- ----------- --------------- -----------
<S> <C> <C> <C> <C>
Barry A. Ackerley, 62 5,477,806(2) 55.3% 5,641,085(2) 99.4%
Chairman and Chief Executive Officer of the Company; Company
Director since 1975
Gail A. Ackerley, 58 5,477,806(3) 55.3% 5,641,085(3) 99.4%
Chairman of Ackerley Corporate Giving (Company's charitable
activities); Company Director since 1995
Richard P. Cooley, 72 1,770 * -0- *
Retired, Chairman (1988-April 1994) and Chief Executive
Officer (1988-1991), Seattle-First National Bank; director,
PACCAR, Inc.; director, Egghead Software Inc.; Company
Director since 1995
M. Ian G. Gilchrist, 47 200 * -0- *
Managing Director (May 1995-present), Salomon Brothers Inc.
Managing Director (February 1991-May 1995), CS First Boston
Corporation (investment banking -- media/telecommunica-
tions); Company Director since 1995
Michel C. Thielen, 62 200 * -0- *
President, MCT Thielen and Associates (advertising agency);
Vice President, Executive Wings, Inc. (airport operations
company); Company Director since 1979
William N. Ackerley, 36 11,715 * 10,074(4) *
President and Chief Operating Officer of the Company
Denis M. Curley, 49 1 * -0- *
Executive Vice President and Chief Financial Officer,
Treasurer and Secretary of the Company
Keith W. Ritzmann, 44 401 * 100 *
Vice President and Controller of the Company
Gabelli Funds, Inc. (5% shareholder) 1,053,650 10.6% -0- *
One Corporate Center Rye, NY 10580
All Directors and Executive Officers 5,492,093 55.4% 5,651,259 99.5%
as a group (8 persons)
</TABLE>
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(1) Unless otherwise indicated, represents shares over which each nominee
exercises sole voting or investment power.
(2) Barry Ackerley and Gail Ackerley are husband and wife. Includes 3,632 shares
of Common Stock and 132 shares of Class B Common Stock held by Gail A.
Ackerley, of which Mr. Ackerley disclaims beneficial ownership.
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(3) Barry Ackerley and Gail Ackerley are husband and wife. The amount shown
includes 5,474,174 shares of Common Stock and 5,640,953 shares of Class B
Common Stock held by Barry A. Ackerley, of which Mrs. Ackerley disclaims
beneficial ownership.
(4) Includes 5,620 shares of Class B Common Stock held by his minor children,
for which William Ackerley exercises sole voting and investment power as
custodian under the Washington Uniform Transfer to Minor Act.
* Indicates amounts equal to less than 1% of the outstanding shares.
INTENT OF CERTAIN PERSONS
As referenced in the above table, Barry A. Ackerley, Chairman and Chief
Executive Officer of the Company, currently holds, either directly or
indirectly, approximately 55.3% of the Company's issued outstanding Common Stock
and approximately 99.4% of the Company's issued and outstanding Class B Common
Stock. Mr. Ackerely has informed the Company that he intends to consent to the
adoption of the Amendment.
No other current director or executive officer has disclosed to the Company,
as of the date of this Information Statement, his or her intention as to whether
he or she will consent to or will oppose the adoption of the Amendment.
INFORMATION CONCERNING SHAREHOLDER PROPOSALS
The Company has not received from any shareholder of the Company, as of the
date of this Information Statement, any other proposal to be presented to the
Company's shareholders.
By Order of the Board of Directors,
/s/ Denis M. Curley
--------------------------------------
DENIS M. CURLEY
Executive Vice President and Chief
Financial Officer, Treasurer and
Secretary
Seattle, Washington
August 30, 1996
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WRITTEN CONSENT TO ACTION OF
SHAREHOLDERS
OF
ACKERLEY COMMUNICATIONS, INC.
The undersigned, a shareholder of record as of August 15, 1996, of ACKERLEY
COMMUNICATIONS, INC., a Delaware corporation (the "Corporation"), hereby
consents to the adoption of the following shareholders' resolution to amend the
Corporation's Certificate of Incorporation, pursuant to Section 228 of the
Delaware General Corporation Law.
AMENDMENT OF CERTIFICATE OF INCORPORATION
RESOLVED: That Article First of the Corporation's Certificate of
Incorporation be amended to read in full as follows:
FIRST: The name of the Corporation is The Ackerley Group, Inc.
SHAREHOLDER'S CONSENT
The undersigned, being a shareholder of ACKERLEY COMMUNICATIONS, INC.,
hereby consents to the foregoing action as of the date below written. This
document may be executed in two or more counterparts, manually or via facsimile,
each of which will be deemed an original, but all of which together will
constitute one and the same instrument.
<TABLE>
<S> <C>
DATED: ---------------------------------
-------------------------------------------
(Signature)
-------------------------------------------
(Print Name)
(WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE
GIVE FULL TITLE. IF MORE THAN ONE TRUSTEE,
ALL SHOULD SIGN. ALL JOINT OWNERS MUST SIGN.)
</TABLE>
RETURN EXECUTED CONSENT BY 5:00 P.M. (PDT) ON FRIDAY, SEPTEMBER 27, 1996,
VIA REGULAR MAIL OR VIA FACSIMILE TO:
DENIS M. CURLEY, SECRETARY
ACKERLEY COMMUNICATIONS, INC.
800 FIFTH AVENUE, SUITE 3770
SEATTLE, WASHINGTON 98104
FACSIMILE: (206) 623-7853
