<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
/XX/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
for the transition period from _____________ to _________________________
Commission File Number 1-10321
THE ACKERLEY GROUP, INC.
(Exact name of Registrant as specified in its charter)
Delaware 91-1043807
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1301 Fifth Avenue, Suite 4000
Seattle, Washington 98101
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (206) 624-2888
Securities registered pursuant to Section 12(b) of the Act: Common Stock
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. / /
/ /
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
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Aggregate market value of voting Common Stock held by nonaffiliates of
Registrant as of March 14, 1997: $120,030,253.
Number of shares of common stock, $.01 par value, outstanding as of
March 14, 1997: 19,813,002 Common Stock and 11,353,810 Class B Common
Stock.
Documents incorporated by reference and parts of Form 10-K into which
incorporated: None
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PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Board of Directors
The Company's Board of Directors is comprised of Barry A. Ackerley, Gail
A. Ackerley, Richard P. Cooley, M. Ian G. Gilchrist, and Michel C. Thielen.
Barry A. Ackerley and Gail A. Ackerley are husband and wife. Directors are
elected annually, and serve until the next annual meeting of the Company's
shareholders. Information concerning each director's age, period served as a
director, other positions and offices held with the Company, other
directorships, and business experience is included under Part III, Item 12 of
this report.
Executive Officers
Information concerning the Company's executive officers is included under
Part I, Item 4 of this report.
Section 16(a) Beneficial Ownership Compliance
On March 8, 1996 and March 11, 1996, Barry A. Ackerley sold an aggregate
of 50,000 shares of Common Stock and converted 50,000 shares of Class B
Common Stock into an equivalent number of shares of Common Stock, pursuant to
shareholder rights granted in the Company's Certificate of Incorporation, on
March 12, 1996. These transactions were reported late on Form 4, filed with
the Commission on October 17, 1996. In addition, Gail A. Ackerley, who is
deemed to possess an indirect ownership interest in Mr. Ackerley's Common
Stock and Class B Common Stock holdings, reported her indirect interest in
these transactions late on Form 4, filed with the Commission on February 11,
1997.
In September 1996, Richard P. Cooley, M. Ian G. Gilchrist, and Michel C.
Thielen each filed a late report of their purchases of 200 shares of Common
Stock on May 15, 1996 under the Nonemployee Directors' Equity Compensation
Plan.
In making these disclosures, the Company has relied solely on written
representations of its directors and executive officers and copies of the
reports that they have filed with Commission.
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ITEM 11 - EXECUTIVE COMPENSATION
Directors' Fees
As of May 1996, each director who is not an employee of the Company
receives a quarterly fee of $5,000. In addition, each director is reimbursed
up to $1,500 per quarter for out-of-pocket expenses in connection with
attendance at meetings of the Board of Directors.
Nonemployee Directors' Equity Compensation Plan
The Company's Nonemployee-Directors' Equity Compensation Plan (the
"Directors' Plan") was approved by the Board of Directors in 1995 and by the
shareholders in 1996. The purpose of the Directors' Plan is to allow
directors who are not employees of the Company ("Nonemployee Directors") to
elect to receive directors' fees in the form of shares of Common Stock
instead of in cash. There is a total of 100,000 shares of Common Stock
authorized and reserved for issuance under the Directors' Plan.
Under the terms of the Directors' Plan, a Nonemployee Director may elect
to have all or any part of his or her directors' fees that are payable at the
end of a three-month period ("Quarter") applied toward the purchase of shares
of Common Stock. To exercise this option, Nonemployee Director must submit a
written election to the Company in advance of the payment date for directors'
fees accrued during the Quarter ("Payment Date"). The purchase price for
shares of Common Stock is based on the per share closing price for the Common
Stock as reported on the American Stock Exchange on the last trading day
before the Payment Date.
As of December 31, 1996, Richard P. Cooley, M. Ian G. Gilchrist, and
Michel C. Thielen have each received 350 shares of Common Stock pursuant to
their respective elections under the Directors' Plan.
Executive Compensation
The following table sets forth certain information concerning
compensation paid or accrued by the Company during the fiscal years ended
December 31, 1996, 1995 and 1994, to or on behalf of the Company's Chief
Executive Officer and to or on behalf of each executive officer whose
aggregate cash compensation exceeded $100,000 for the prior fiscal year (the
"Named Executives").
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<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
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LONG TERM COMPENSATION
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ANNUAL COMPENSATION AWARDS PAYOUTS
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SECURITIES
OTHER ANNUAL UNDERLYING LTIP
NAME AND PRINCIPAL COMPENSATION OPTIONS PAYOUTS
POSITION YEAR SALARY ($) BONUS ($) ($)(1) (#)(2) ($) (3)
- - ---------------------------------- --------- ------------ ---------- --------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Barry A. Ackerley, 1996 $500,016 $200,000 N/A -0- $-0-
Chairman of the Board 1995 $500,016 $200,000 N/A -0- $-0-
and Chief Executive 1994 $500,016 $200,000 N/A -0- $-0-
Officer
William N. Ackerley, 1996 $216,010 $ 25,489 N/A -0- $-0-
President and Chief 1995 $208,200 $ 30,731 N/A 20,0000 $-0-
Operating Officer 1994 $187,500 $ 62,500 N/A -0- $-0-
Denis M. Curley, 1996 $200,000 $ 23,600 N/A -0- $-0-
Executive Vice 1995 $192,500 $ 28,248 N/A 30,0000 $-0-
President and Chief 1994 $182,500 $ 61,500 N/A -0- $-0-
Financial Officer,
Treasurer and Secretary
Keith W. Ritzmann 1996 $111,000 $ 10,268 N/A -0- $-0-
Vice President and 1995 $106,800 $ 10,168 N/A 5,000 $-0-
Controller 1994 $100,700 $ 12,139 N/A -0- $-0-
</TABLE>
<TABLE>
<CAPTION>
ALL OTHER COMPENSATION
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SAVINGS
AND
NAME AND PRINCIPAL RETIREMENT OTHER($)
POSITION PLAN($)(4) (5)
- - ---------------------------------- --------- -----------
<S> <C> <C>
Barry A. Ackerley, Chairman of the $6,000 $ 6,318
Board and Chief Executive $6,000 $18,706
Officer $6,000 $32,373
William N. Ackerley, $6,000 $ 594
President and Chief $6,000 $ 486
Operating Officer $6,000
Denis M. Curley, $4,863 $ 1,566
Executive Vice $6,000 $ 1,566
President and Chief $6,000 $ 1,566
Financial Officer,
Treasurer and Secretary
Keith W. Ritzmann $4,440 $ 577
Vice President and $4,272 $ 552
Controller $3,743 $ 526
</TABLE>
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(1) None of the Named Executives received perquisites or other personal
benefits, in any of the years shown, in an aggregate amount equal to or
exceeding the lesser of (i) $50,000 or (ii) 10% of the executive's total
annual salary and bonus for each year.
(2) Share amounts reflect an adjustment for the October 15, 1996 2-for-1
stock split.
(3) The amounts appearing in this column are the value as of December 31,
1996, 1995 and 1994, respectively, of the shares earned under the
Company's Employees Stock Option Plan.
(4) The amounts appearing in this column are Company contributions and
credits on behalf of each named executive under the Company's Savings and
Retirement Plan.
(5) Includes value of life insurance in excess of $50,000 for each of the
Named Executives and imputed interest on indebtedness to the Company
incurred by Barry Ackerley for the years 1995 and 1994.
Option Grants in Last Fiscal Year
No options for shares of Common Stock were granted to any of the Named
Executives during the last fiscal year.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values
This table includes the number of shares covered by both exercisable and
non-exercisable stock options held by each of the Named Executives as of
December 31, 1996. Also reported are the values for "in-the-money" options
which represent the positive spread between the exercise price of any such
existing stock options and the year-end price of the Common Stock. No options
were exercised by named executive officers during 1996.
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Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
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NO. OF VALUE OF
SHARES UNEXERCISED
UNDERLYING IN-THE-
UNEXERCISED MONEY
OPTIONS AT OPTIONS AT
FISCAL FISCAL YEAR-
SHARES YEAR-END END
ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
ON REALIZED UNEXERCISABLE UNEXERCISABLE
NAME EXERCISE ($) (#) ($)
- - ---------------------------------------------------------------- ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Barry A. Ackerley............................................... N/A N/A N/A N/A
William N. Ackerley............................................. N/A N/A -0-/50,000 -0-/414,375
Denis M. Curley................................................. N/A N/A -0-/70,000 -0-/650,000
Keith W. Ritzmann............................................... N/A N/A -0-/15,000 -0-/131,250
</TABLE>
Long-Term Incentive Plans--Awards in Last Fiscal Year
The Company did not grant any long-term incentive compensation to any of
the Named Executives during 1996.
Board of Directors Interlocks and Insider Participation
The Board of Directors as a whole determines the compensation to be paid
the Company's executive officers as well as the options to be granted any
executive officer at any time. Mr. Barry A. Ackerley, the Company's Chief
Executive Officer, and his wife, Gail A. Ackerley, have served on the Board
of Directors during the past fiscal year.
ITEM 12--SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, including the
beneficial ownership of shares of Common Stock and Class B Common Stock as of
March 14, 1997, with respect to the nominees for director, current directors,
the executive officers named in the table appearing under "Executive
Compensation" below, persons known to the Company to beneficially own more
than five (5) percent of the outstanding Common Stock on March 14, 1997, and
by the directors and executive officers of the Company as a group. All share
amounts reflect a two-for-one stock split that was effective on October 15,
1996.
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<TABLE>
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SHARES OF THE COMPANY'S COMMON STOCK
AND CLASS B COMMON STOCK AND PERCENT
OF CLASS BENEFICIALLY OWNED (1)
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NAME, AGE AND
PRINCIPAL OCCUPATION CLASS B
DURING PAST FIVE YEARS COMMON STOCK PERCENT COMMON STOCK PERCENT
- - --------------------------------------------------------------- -------------- ----------- -------------- ---------
<S> <C> <C> <C> <C>
Barry A. Ackerley, 62 10,779,476(2) 54.4% 11,217,619(2) 99.3%
Chairman and Chief Executive Officer of the
Company;
Company Director since 1975
Gail A. Ackerley, 59 10,779,476(2) 54.4% 11,217,619(2) 99.3%
Co-Chairman of the Company
Chairman of Ackerley Corporate Giving
(Company's charitable
activities);
Company Director since 1995
Richard P. Cooley, 73 4,631 * -0- *
Retired, Chairman (1988-April 1994)
and Chief Executive Officer (1988-1991),
Seattle-First National
Bank; director, Egghead Software Inc.;
Director since 1995
M. Ian G. Gilchrist, 47 1,491 * -0- *
Managing Director (May 1995-present),
Salomon Brothers Inc.;
Managing Director (February 1992-May
1995), CS First Boston Corporation
(investment banking -
media/ telecommunications);
Company Director since 1995
Michel C. Thielen, 62 1,491 * -0- *
Chairman of the Board and President, Thielen
& Associates (advertising agency);
Vice President, Executive Wings, Inc. (airport
operations company);
Company Director since 1979
William N. Ackerley, 36 23,430 * 24,783(4) *
President and Chief Operating Officer of the
Company
Denis M. Curley, 49 2 * -0- *
Executive Vice President and
Chief Financial Officer,
Treasurer and Secretary
of the Company
Keith W. Ritzmann, 44 802 * 200 *
Vice President and Controller
of the Company
</TABLE>
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<TABLE>
<CAPTION>
SHARES OF THE COMPANY'S COMMON STOCK
AND CLASS B COMMON STOCK AND PERCENT
OF CLASS BENEFICIALLY OWNED (1)
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NAME, AGE AND
PRINCIPAL OCCUPATION CLASS B
DURING PAST FIVE YEARS COMMON STOCK PERCENT COMMON STOCK PERCENT
- - --------------------------------------------------------------- -------------- ----------- -------------- ---------
<S> <C> <C> <C> <C>
Gabelli Funds, Inc. (5% shareholder) 2,323,400 11.7% -0- *
One Corporate Center
Rye, NY 10580
All Directors and Executive 10,811,323 54.6%2 11,296,602 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 7,264
shares of Common Stock and 264 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 10,772,212 shares of Common Stock and 11,271,355 shares of Class
B Common Stock held by Barry A. Ackerley, of which Mrs. Ackerley
disclaims beneficial ownership.
(4) Includes 14,330 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.
As of March 14, 1997, Barry A. Ackerley and Gabelli Funds, Inc. were the
only persons to the Company's knowledge owning beneficially more than 5% of
the outstanding shares of Common Stock and Class B Common Stock.
ITEM 13--CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS
In June 1990, a corporation owned by the Company's Chairman and Chief
Executive Officer, Barry A. Ackerley, entered into an agreement with a
subsidiary of the Company to provide air transportation services for the
Seattle SuperSonics and other Company purposes. The agreement calls for
monthly fees of approximately $63,000 for such services and may be terminated
on December 31, 1998 at the option of either party.
Kimberly Cleworth, who is Barry and Gail Ackerley's daughter, began
serving as the Company's Vice President of Marketing on January 1, 1994 and
was paid a total of $108,575 for the year as compensation for such services.
From time to time the company advances funds to Mr. Barry Ackerley for
his personal use. Since January 1, 1994, the highest aggregate amount of such
loans was $350,000. For the years ended December 31, 1996, 1995 and 1994, the
aggregate outstanding principal amounts of such
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loans were $-0-, $-0- and $150,000, respectively. Interest on this
indebtedness accrues and is imputed at the same rate as that charged to the
Company on its senior bank debt.
For additional information concerning directors and certain executive
officers of the Company, see the section entitled "Executive Officers of the
Registrant" under Part I, Item 4 of this report.
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this amended report to be
filed on its behalf by the undersigned, thereunto duly authorized, on the 6th
day of August, 1997.
THE ACKERLEY GROUP, INC.
BY: /S/ KEITH W. RITZMANN
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Keith W. Ritzmann
Vice President and Controller
