<PAGE>
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:
/ / Preliminary Information Statement / / Confidential, for Use of the
Commission Only (as permitted
by Rule 14c-5(d)(2))
/X/ 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
(2) Aggregate number of securities to which transaction applies:
15,582,794
(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
/X/ 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 are writing to inform you of a dynamic 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 has a strong acquisitions strategy for future growth.
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 name be adapted to embrace the new scope of the business. Our Board of
Directors, as well as our majority shareholder, have approved changing our
company's name 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., retaining the equity of the name Ackerley, while more accurately
reflecting the diverse nature of our business. We have 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.
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In addition to an evolution in the company name, we have adopted a new
positioning line of a new focus - 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 news into an opportunity to establish a new and powerful corporate
position.
Finally, we're pleased to report that our Board of Directors recently approved a
two-for-one stock split. In order to effectuate this stock split, the Board of
Directors also approved an amendment to the company's Certificate of
Incorporation which increases the number of authorized shares of the company's
Class B Common Stock. As with the company's name change, this amendment was
approved by the company's majority shareholder. The enclosed Information
Statement also discusses this amendment to the Certificate of Incorporation and
the related stock split.
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
<PAGE>
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, amendments of the Company's Third Restated
Certificate of Incorporation to effect the following: (i) the change the
Company's name to "The Ackerley Group, Inc." (the "First Amendment"), and (ii)
the increase of the Company's authorized Class B Common Stock from Six Million
Nine Hundred Seventy-Two Thousand Two Hundred Thirty (6,972,230) to Eleven
Million Four Hundred Six Thousand Five Hundred Ten (11,406,510) shares (the
"Second Amendment"). The Company's principal executive offices are located at
1301 Fifth Avenue, Suite 4000, Seattle, Washington 98101.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
CONSENTING SHARES
FIRST AMENDMENT
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, are entitled to consent to the adoption of the
First 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.
SECOND AMENDMENT
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 September 20, 1996, are entitled to consent to the adoption of the
Second 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.
SHAREHOLDER APPROVAL
Barry A. Ackerley, the Company's Chairman and Chief Executive Officer, has
executed consents as a shareholder to the adoption of each amendment. 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 54.8% of the issued and outstanding
shares of the Company's Common
1
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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 Consents has provided the Company with the requisite
shareholder approval of the adoption of both amendments in accordance with the
General Corporation Law of the State of Delaware.
ITEM 1 - AMENDMENT OF THE COMPANY'S
THIRD RESTATED CERTIFICATE OF INCORPORATION
The General Corporation Law of the State of Delaware provides that
amendments to a certificate of incorporation of a Delaware corporation effecting
the change of the corporation's name and increasing the corporation's authorized
capital 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.
FIRST AMENDMENT - CHANGE OF COMPANY'S NAME
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.
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SECOND AMENDMENT - INCREASE OF COMPANY'S AUTHORIZED CAPITAL
The Company's Board of Directors, at its September 19, 1996 meeting, found
it advisable to effect a two for one stock split ("Stock Split") of the
Corporation's outstanding Common Stock and Class B Common Stock, and authorized
the effectuation of the Stock Split by way of a share dividend under which one
additional share of Common Stock would be issued for each share of Common Stock
issued and outstanding, and one additional share of Class B Common Stock would
be issued for each share of Class B Common Stock issued and outstanding. In
order to provide sufficient authorized capital to effectuate the Stock Split,
the Company's Board of Directors also found the increase of the Company's
authorized capital of Class B Common Stock to be advisable, and approved the
amendment of Article Fourth of the Company's Third Restated Certificate of
Incorporation to read in full as follows:
FOURTH: The total number of shares of all classes of stock which the
Corporation is authorized to issue is SIXTY-ONE MILLION FOUR HUNDRED SIX
THOUSAND FIVE HUNDRED TEN (61,406,510), divided into two (2) classes as
follows: (i) Fifty Million (50,000,000) shares of Common Stock with a par
value of One Cent ($.01) per share (the "Common Stock"); and (ii) Eleven
Million Four Hundred Six Thousand Five Hundred Ten (11,406,510) shares of
Class B Common Stock with a par value of One Cent ($.01) per share (the
"Class B Common Stock").
Shareholder consent to the adoption of the Amendment will effect only an
increase in the Company's authorized capital. As a practical matter, however,
final adoption of the Amendment will allow the Company to proceed with the Stock
Split by authorizing the minimum amount of Class B Common Stock necessary to
effect the Stock Split, under which the Company will issue one share of Common
Stock for each share of Common Stock issued and outstanding as of October 4,
1996, and one share of Class B Common Stock for each share of Class B Common
Stock issued and outstanding as of October 4, 1996. The Stock Split will be
effected on October 15, 1996.
The Company is effecting the Stock Split in order to reduce the relatively
high per share value of its Common Stock on the American Stock Exchange. The
Board of Directors believes that adoption of the Amendment will enhance the
marketability of the Company's Common Stock on the open market by making the
Common Stock more readily available for purchase by a larger number of
investors.
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 current directors and
executive officers, (ii) persons known to the Company to beneficially own more
than five (5) percent of the outstanding Common Stock, and (iii) by the
directors and executive officers of the Company as a group.
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<TABLE>
<CAPTION>
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Name, Age and Shares of the Company's Common Stock
Principal Occupation and Class B Common Stock and Percent
During Past Five Years of Class Beneficially Owned (1)
- ----------------------------------------------------------------------------------------------
CLASS B
COMMON STOCK PERCENT COMMON STOCK PERCENT
------------ ------- ------------ -------
<S> <C> <C> <C> <C>
Barry A. Ackerley, 62 5,431,438 (2) 54.8% 5,641,217 (2) 99.4%
Chairman and Chief Executive
Officer of the Company;
Company Director since 1975
Gail A. Ackerley, 58 5,431,438 (3) 54.8% 5,641,217 (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/telecommunications);
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
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<CAPTION>
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Name, Age and Shares of the Company's Common Stock
Principal Occupation and Class B Common Stock and Percent
During Past Five Years of Class Beneficially Owned (1)
- ----------------------------------------------------------------------------------------------
CLASS B
COMMON STOCK PERCENT COMMON STOCK PERCENT
------------ ------- ------------ -------
<S> <C> <C> <C> <C>
Gabelli Funds, Inc. (5% shareholder) 1,053,650 10.6% -0- *
One Corporate Center
Rye, NY 10580
All Directors and Executive 5,445,725 55.0% 5,651,391 99.5%
Officers 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.
(3) Barry Ackerley and Gail Ackerley are husband and wife. The amount shown
includes 5,427,806 shares of Common Stock and 5,641,085 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.
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,
-----------------------------------
DENIS M. CURLEY
Seattle, Washington Executive Vice President and Chief
October 1, 1996 Financial Officer, Treasurer and Secretary
5
