<PAGE>
================================================================================
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
THE ACKERLEY GROUP
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
N/A
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(2) Aggregate number of securities to which transaction applies:
N/A
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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:
N/A
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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
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(2) Form, Schedule or Registration Statement No.:
N/A
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(3) Filing Party:
N/A
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(4) Date Filed:
N/A
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Notes:
<PAGE>
[THE ACKERLEY GROUP LOGO APPEARS HERE]
The Ackerley Group
------------------------------------
Outstanding Media & Entertainment Companies
April 8, 1999
TO OUR SHAREHOLDERS:
You are cordially invited to attend the Annual Meeting of Shareholders of
The Ackerley Group, Inc. (the "Company"), which will be held at 9:00 a.m.,
Pacific Daylight Savings Time on Tuesday, May 11, 1999, at The Rainier Club,
820 Fourth Avenue, Seattle, Washington 98104-1653. For your use in preparation
for the Annual Shareholders Meeting, we have enclosed a Notice of Annual
Meeting, a Proxy Statement, a proxy form and a copy of our Annual Report on
Form 10-K.
At the Annual Meeting, you will be asked to elect directors for the
following 12 months and to approve an increase in the number of shares
available for issuance under the Company's Employees Stock Option Plan. If you
do not plan to attend this meeting, we request that you return the enclosed
proxy as soon as possible. We have provided a return envelope for your
convenience. If you attend the meeting, you may vote in person.
Sincerely,
/s/ Denis M. Curley
Denis M. Curley
Co-President and Chief Financial
Officer,
Treasurer and Secretary
<PAGE>
[THE ACKERLEY GROUP LOGO APPEARS HERE]
The Ackerley Group
------------------------------------
Outstanding Media & Entertainment Companies
Notice of Annual Shareholders Meeting
The Annual Meeting of Shareholders of The Ackerley Group, Inc. will be held
at The Rainier Club, 820 Fourth Avenue, Seattle, Washington 98104-1653, on
Tuesday, May 11, 1999 at 9:00 a.m., Pacific Daylight Savings Time, for the
purpose of considering and voting upon the following matters:
1. Election of Directors. Electing a Board of Directors to hold office
until the next Annual Shareholders Meeting and until their successors
have been elected and qualified.
2. Amend Employees Stock Option Plan. Approving an amendment to the
Company's Third Amended and Restated Stock Option Plan to increase the
number of shares reserved for issuance under the Plan.
3. Other business that may properly be brought before the meeting or any
adjournment of the Meeting.
Shareholders of record of Common Stock and Class B Common Stock at the close
of business on March 25, 1999 are entitled to notice of and to vote at the
Annual Shareholders Meeting. We will prepare a complete list of shareholders
entitled to vote at the Annual Shareholders Meeting, which you can examine
either at our headquarters, located at 1301 Fifth Avenue, Suite 4000, Seattle,
Washington 98101, or at the meeting. The list will be available at our
headquarters beginning ten days before the meeting.
By Order of the Board of Directors
/s/ Denis M. Curley
Denis M. Curley
Co-President and Chief Financial
Officer,
Treasurer and Secretary
YOUR VOTE IS IMPORTANT
We urge you to sign and return the enclosed proxy as promptly as
possible, whether or not you plan to attend the Annual Shareholders
Meeting in person. If you do attend the Annual Shareholders Meeting, you
may then withdraw your proxy. Any person giving a proxy may revoke it
prior to its exercise.
<PAGE>
[THE ACKERLEY GROUP LOGO APPEARS HERE]
The Ackerley Group
------------------------------------
Outstanding Media & Entertainment Companies
Proxy Statement
This Proxy Statement and the accompanying proxy are being first sent or
given to our shareholders on or about April 8, 1999, for use in connection
with the Annual Meeting of Shareholders of The Ackerley Group, Inc. to be held
on Tuesday, May 11, 1999 at 9:00 a.m., Pacific Daylight Savings Time.
Voting Shares
The record date for the Annual Shareholders Meeting is March 25, 1999. Thus,
only persons who owned shares of our voting common stock, par value $.01 per
share (including Common Stock and Class B Common Stock), of record at the
close of business on March 25, 1999 will be entitled (i) to notice of the
Annual Shareholders Meeting, and (ii) to vote at the Annual Shareholders
Meeting.
At the close of business on March 25, 1999, there were 20,577,268 shares of
Common Stock and 11,051,230 shares of Class B Common Stock issued and
outstanding. Holders of shares of our Common Stock are entitled to one (1)
vote per share; holders of shares of our Class B Common Stock are entitled to
ten (10) votes per share.
Shareholders are not entitled to cumulate their votes in the election of
directors. This means that shareholders cannot cumulate all of their votes for
one director nominee and not vote in the elections of other nominees.
Solicitation of Proxies
The enclosed proxy is solicited by and on behalf of our Board of Directors.
We will bear the cost of solicitation, including costs for printing and
distributing this Proxy Statement and the enclosed proxy. In addition to our
distribution of this Proxy Statement and other materials via the mails,
solicitation may be made, without additional compensation, by our directors,
officers and regular employees by telephone, telegraph and personal interview.
Some shares of our Common Stock are held by brokers, nominees and others on
behalf of other persons and entities. Such brokers, nominees and similar
record holders will incur expenses in forwarding this Proxy Statement and
related materials to beneficial owners. We will reimburse such parties for
those expenses, so long as those expenses are reasonable.
1
<PAGE>
Appointment of Proxies
You can appoint a proxy by completing and returning the proxy form included
with this Proxy Statement. Your proxy, if returned to us, will be voted in the
following manners:
. If you direct that your shares be voted in any particular manner -
either "FOR" or "AGAINST" the matters being submitted to our
shareholders - your shares will be voted as you direct.
. If you do not direct that your shares be voted in any particular manner,
you will effectively grant discretionary authority to the persons named
in the proxy to vote your shares as they see fit. Such persons will vote
your shares as follows:
. With regard to the election of our Board of Directors, the persons
named in the proxy intend to vote your shares "FOR" the election of
the nominated directors.
. With regard to the amendment to the Company's Third Amended and
Restated Employees Stock Option Plan, the persons named in the proxy
intend to vote your shares "FOR" the proposed amendment.
. With regard to any other matters proposed by one or more of our
shareholders that we did not receive notice of on or before February
13, 1999, the persons named in the proxy intend to vote your shares
as recommended by our management. As of the date of this Proxy
Statement, however, we have not received any shareholder proposals
for matters to be considered at the Annual Shareholders Meeting.
Revocation of Proxies
You can revoke your proxy at any time before it is exercised at the Annual
Shareholders Meeting. In order to revoke your proxy, you must deliver written
notice to the Company's Secretary or Assistant Secretary before the proxy is
voted on any matter at the Annual Shareholders Meeting.
Annual Report
Along with this Proxy Statement, we are delivering to you our Annual Report
for the fiscal year ended December 31, 1998.
********
Business of the Meeting
We are submitting the following matters to you for approval at the Annual
Shareholders Meeting:
Item 1 - Election of Directors
At the Annual Shareholders Meeting, we will ask you to elect a Board of
Directors to serve until our next Annual Shareholders Meeting in 2000, and
until their successors are elected and qualified.
Board of Directors
Our Board of Directors cannot consist of less than one (1) director and
cannot consist of more than eight (8) directors. Our Certificate of
Incorporation provides that the presently-sitting Board may change the number
of directors from time to time. Once elected, Board members serve terms of
one (1) year, and until their successors are elected and qualified.
2
<PAGE>
Nominees
The Board of Directors has fixed the number of directors to be elected at
this Annual Shareholders Meeting at five (5), and has nominated the following
persons for election as directors, all of whom are the current members of the
Board of Directors:
<TABLE>
<CAPTION>
Company
Director Principal Occupation and Professional
Nominee Age Since Experience
------- --- -------- -------------------------------------
<C> <C> <C> <S>
Barry A. Ackerley....... 64 1975 Mr. Ackerley is our founder. He
currently serves as Chairman and Chief
Executive Officer of The Ackerley Group,
Inc.
Gail A. Ackerley........ 61 1995 Ms. Ackerley is the Co-Chairman and Co-
President of The Ackerley Group, Inc.
She also serves as Chairman of Ackerley
Corporate Giving, supervising our
charitable activities.
Deborah L. Bevier....... 47 1998 Ms. Bevier is the Chief Executive
Officer and President of Laird Norton
Trust Company, a personal investment and
trust services company. She also serves
as a member of the Board of Directors of
Laird Norton Trust Company and the Laird
Norton Financial Group.
M. Ian G. Gilchrist..... 49 1995 Mr. Gilchrist is a Managing Director of
Salomon Smith Barney, an investment
banking firm. Prior to joining that
company in May 1995, Mr. Gilchrist was a
Managing Director of CS First Boston
Corporation.
Michel C. Thielen....... 64 1979 Mr. Thielen is Chairman and President of
Thielen & Associates, an advertising
agency. He is also President with
Executive Wings, Inc., an airport
operations company.
</TABLE>
Barry A. Ackerley and Gail A. Ackerley are husband and wife. Additional
information regarding transactions involving our operations and the Ackerley
family is set forth under "Management Information - Certain Relationships and
Transactions" below.
Additional information concerning the director nominees and related matters
such as our executive officers, compensation and stock ownership, is discussed
under "Management Information" below.
Voting
Directors are elected separately for the five Board positions. In order to
be elected as a director at the Annual Shareholders Meeting, a nominee must
receive a plurality of the votes present at the meeting.
If you abstain from voting, either in person or by proxy at the Annual
Shareholders Meeting, you will effectively vote "AGAINST" a nominee, because
your votes cannot be deemed voted "FOR" a nominee.
In addition, "broker non-votes" will have no effect because they are not
considered "shares present" for voting purposes. Proxies cannot be voted for
more than five persons.
3
<PAGE>
Withdrawal of Nominees
Prior to his or her election, a nominee may decide to withdraw his or her
nomination, or may become unable to serve as a director for other reasons. If
that occurs, the shares represented by your proxy will be voted "FOR" a
nominee designated by our Board of Directors to replace the withdrawing
nominee. Our Board of Directors presently has no knowledge that any of the
nominees will refuse or be unable to serve.
The Board of Directors recommends that you vote FOR the nominees
for the Board of Directors listed above.
Item 2 - Approval of Amendment to Employees Stock Option Plan
On February 24, 1999, our Board of Directors adopted, subject to shareholder
approval, an amendment to the Third Amended and Restated Employees Stock
Option Plan to increase the number of shares of Common Stock authorized for
issuance upon exercise of options granted under the plan from 1,000,000 shares
to 1,500,000 shares.
The Board deems it appropriate and advisable to amend the plan to increase
the number of shares of Common Stock available for issuance upon exercise of
options granted under the plan to ensure sufficient shares are available for
future grant to our employees.
For a summary of the material features of the plan, see "Management
Information - Employees Stock Option Plan" below.
Voting
The affirmative vote of a majority of the votes present in person or by
proxy at the meeting will be required to approve the amendment.
If you abstain from voting, either in person or by proxy at the Annual
Shareholders Meeting, you will effectively vote "AGAINST" a nominee, because
your votes cannot be deemed voted "FOR" a nominee.
In addition, "broker non-votes" will have no effect because they are not
considered "shares present" for voting purposes.
The Board of Directors recommends that you vote FOR approval of the amendment
to the Employees Stock Option Plan described above.
4
<PAGE>
Item 3 - Other Matters
Our Board of Directors knows of no other matters to be brought before this
Annual Shareholders Meeting. Because we have not received notice of any
shareholder proposals by the February 13, 1999 deadline, the persons named in
the proxy intend to vote the proxy in accordance with our management's
recommendations on all matters (other than the election of directors) that may
properly come before the meeting.
********
Management Information
The following sections set forth information that you may find useful in
making your voting decision. For additional information regarding our business
and operations, please refer to our Annual Report, which accompanies this
Proxy Statement.
Board of Directors
Directors Information
Biographical and professional information regarding our current directors
and the director nominees is set forth under "Item 1 - Election of Directors"
above. Item 1 omits information regarding Richard P. Cooley, who resigned as a
director on November 1, 1998.
Meetings
Our Board of Directors met one (1) time during 1998. All of the directors
who were then serving attended that meeting.
In addition to taking actions at meetings, our Board of Directors is
authorized, pursuant to the Delaware General Corporation Law, to take action
without meetings by executing unanimous written consents. Most of the
corporate actions approved by our Board of Directors during 1998 were taken by
unanimous written consents in lieu of full meetings.
Audit Committee
Our Board of Directors established an Audit Committee on September 13, 1995,
comprised of Richard P. Cooley, M. Ian G. Gilchrist and Michel C. Thielen. Mr.
Cooley retired as a director on November 1, 1998. Upon her election as a
director, filling the vacancy created by the resignation of Mr. Cooley,
Deborah L. Bevier also replaced Mr. Cooley as a member of the Audit Committee.
The Audit Committee reviews, with the auditors, the scope of the audit and the
financial statements. The Committee also is responsible for recommending to
the Board a firm of independent auditors to act as our independent auditors.
The Audit Committee met one (1) time during 1998.
Other Committees
Our Board of Directors has not designated either a compensation committee or
a nomination committee. Thus, all compensation matters and nominations for our
Board of Directors are considered by our Board of Directors as a whole.
5
<PAGE>
Directors' Fees
Those directors who we do not employ as officers receive a quarterly fee of
$5,000. In addition, we reimburse each nonemployee director up to $1,500 per
quarter for his or her out-of-pocket expenses in connection with attendance at
meetings of the Board of Directors. Nonemployee directors are eligible to
receive their directors' fees in the form of shares of our Common Stock, as
discussed under "Nonemployee Directors Equity Compensation Plan" below.
Additional information regarding our directors' and director nominees' stock
ownership, compensation and related matters is set forth under "Share
Ownership" and "Executive Compensation" below.
Nonemployee-Directors' Equity Compensation Plan
Our Nonemployee-Directors' Equity Compensation Plan was approved by our
Board of Directors in 1995 and by our shareholders in 1996. Directors who do
not also serve as employees are eligible to participate in the plan. The
plan's purpose is to allow nonemployee directors to elect to receive
directors' fees in the form of shares of our Common Stock instead of in cash.
There are a total of 100,000 shares of Common Stock authorized and reserved
for issuance under the plan.
Nonemployee directors who want to receive their directors' fees in shares of
Common Stock must submit a written election to us before their quarterly
directors' fees become due and payable. We issue a number of shares to each
nonemployee director as calculated against the closing price on the last
trading day of the quarter, as quoted on the New York Stock Exchange. Thus, a
nonemployee director receives the number of shares that he could have
purchased for $5,000 on the open market as of closing on the last trading day
of the quarter.
As of December 31, 1998, Richard P. Cooley, M. Ian G. Gilchrist, and Michel
C. Thielen each received a total of 3,687 shares of Common Stock, including
1,034 shares during 1998, in lieu of cash compensation for directors fees.
Deborah L. Bevier was elected as a director on December 1, 1998, and had not,
as of December 31, 1998, received any shares of Common Stock in lieu of cash
compensation for directors fees. Detailed information concerning our
directors' stock ownership is included under "Share Ownership" below.
Executive Officers
Biographical and Professional Information
Biographical and professional information regarding our executive officers
is set forth in the share ownership table under "Share Ownership" below.
Compensation
All of our executive officers receive compensation for their services. The
Securities and Exchange Commission requires us to disclose compensation
information concerning those executive officers who received aggregate cash
compensation in excess of $100,000 during the last fiscal year ("Named
Executives").
6
<PAGE>
The following table sets forth that information, which covers compensation
paid or accrued during the fiscal years ended December 31, 1998, 1997 and
1996.
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term
Compensation
------------------- All Other
Annual Compensation Awards Payouts Compensation
------------------------------- ----------- ------- -------------------
Other Annual Securities LTIP Savings and
Salary Bonus Compensation Underlying Payouts Retirement Other
Name and Principal Position Year ($) ($) ($)(1) Options (#) ($) Plan ($)(2) ($)(3)
- --------------------------- ---- ------ ------- ------------ ----------- ------- ----------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Barry A. Ackerley.......... 1998 750,000 311,250 N/A -0- -0- 6,400 139,273
Chairman and 1997 500,016 200,000 N/A -0- -0- 6,400 13,182
Chief Executive Officer 1996 500,016 200,000 N/A -0- -0- 6,000 6,318
Gail A. Ackerley........... 1998 300,000 93,375 N/A -0- -0- -0- 6,318
Co-Chairman and 1997 200,000 30,000 N/A -0- -0- -0- 4,050
Co-President (4) 1996 N/A N/A N/A -0- -0- N/A N/A
Denis M. Curley............ 1998 300,000 93,375 N/A -0- -0- 6,400 2,592
Co-President and 1997 259,992 386,089(5) N/A -0- -0- 6,400 2,484
Chief Financial Officer, 1996 200,000 23,600 N/A 30,000 -0- 4,863 1,566
Treasurer and Secretary
Christopher H. Ackerley.... 1998 100,000 10,375 N/A -0- -0- -0- 96
Executive Vice President, 1997 58,343 4,784 N/A -0- -0- -0- 33
Operations and 1996 55,556 985 N/A -0- -0- -0- 24
Development (6)
Keith W. Ritzmann.......... 1998 125,000 19,453 N/A -0- -0- 5,000 1,131
Senior Vice President and 1997 115,440 94,200(5) N/A -0- -0- 4,618 1,031
Chief Information Officer, 1996 111,000 10,268 N/A 5,000 -0- 4,440 577
Controller and Assistant
Secretary
William N. Ackerley........ 1998 100,000 45,000 N/A -0- -0- 5,625 200,000(8)
formerly Co-President and 1997 300,000 298,716 N/A -0- -0- 6,400 594
Chief Operating Officer 1996 216,010 25,489 N/A -0- -0- 6,400 594
of the Company (7)
</TABLE>
- --------
(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) The amounts appearing in this column are our contributions and credits on
behalf of each Named Executive under our Savings and Retirement Plan.
(3) Includes value of life insurance in excess of $50,000 for each of the
Named Executives and imputed interest of $133,218 on indebtedness to us
incurred by Barry Ackerley for the years 1997 and 1995.
(4) Ms. Ackerley was elected Co-President on November 3, 1997.
(5) Includes bonuses to Messrs. Curley and Ritzmann in the amounts of $338,287
and $84,572, respectively, which were declared in 1997 for payment in
March 1998.
(6) Christopher H. Ackerley was elected Vice President for Marketing and
Development on May 1, 1998, and was elected Executive Vice President,
Operations and Development on December 28, 1998.
(7) William N. Ackerley resigned from the Company effective May 1, 1998.
(8) Reflects monthly payments under a severance agreement effective May 1,
1998. See "Certain Relationships and Related Transactions - Family
Relationships" below.
Option Grants in Last Fiscal Year
Pursuant to our Stock Option Plan, we have, from time to time, granted
options to acquire shares of our Common Stock to some of the Named Executives.
No options were granted to any of the Named Executives during 1998.
7
<PAGE>
Option Exercises in Last Fiscal Year
This table includes the number of shares covered by both exercisable and
non-exercisable stock options held by each of the Named Executives as of
December 31, 1998. Also reported are the values for "in-the-money" options
which represent the positive spread between the exercise price of any such
existing stock options and the year-end price of the Common Stock.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values
<TABLE>
<CAPTION>
Value
No. of Shares of Unexercised
Underlying In-the-Money
Unexercised Options Options at Fiscal
at Fiscal Year-End Year-End
Shares Acquired Value exercisable/ exercisable/
Name on Exercise Realized ($) unexercisable (#) unexercisable ($)
- ---- --------------- ------------ ------------------- -----------------
<S> <C> <C> <C> <C>
Barry A. Ackerley.................... N/A N/A N/A N/A
Gail A. Ackerley..................... N/A N/A N/A N/A
Denis M. Curley...................... -0- -0- -0-/30,000 -0-/402,450
Christopher H. Ackerley (1).......... N/A N/A N/A N/A
Keith W. Ritzmann.................... -0- -0- -0-/5,000 -0-/53,125
William N. Ackerley (2).............. -0- -0- -0-/20,000 -0-/212,500
</TABLE>
- --------
(1) Christopher H. Ackerley was elected Vice President for Marketing and
Operations on May 1, 1998. He was elected Executive Vice President,
Operations and Development on December 28, 1998.
(2) William N. Ackerley resigned from the Company effective May 1, 1998.
Repricing, Replacement or Cancellation and Regrant of Options
We did not adjust or amend the exercise price of stock options previously
awarded to any of our Named Executives at any time during 1998.
Long Term Incentive Plans
We did not grant any long-term incentive compensation to any of our Named
Executives during 1998.
Board of Directors Interlocks and Insider Participation
As noted above, our Board of Directors has no separate compensation
committee. Thus, the Board as a whole determines the compensation to be paid
to our executive officers as well as the options to be granted to any
executive officer at any time. Barry A. Ackerley, our Chief Executive Officer,
and his wife, Gail A. Ackerley, one of our Co-Presidents, served on the Board
of Directors during the past fiscal year.
Board Report of Executive Compensation
In determining the compensation paid to our executive officers in 1998, the
Board employed compensation policies designed to align the compensation with
our overall business strategy, values, and management initiatives. These
policies are intended to reward executives for enhancing the long-
8
<PAGE>
term value of our assets, to support a performance-oriented environment that
rewards achievement of internal goals and recognizes our performance compared
to performance levels of companies in its industries, and to attract and
retain executives whose abilities are critical to the long-term success and
competitiveness of our operations. The Board believes that by striving to best
obtain these goals the executive officers should enhance shareholder value for
the long-term.
The key components of executive officer compensation are (i) salary, which
is based on factors such as the individual officer's level of responsibility
and comparisons to similar positions in our subsidiaries and comparable media
and advertising companies; (ii) cash bonus awards, which are based on
individual performance and the performance of our operations, measured
primarily in terms of increases in our Operating Cash Flow and accomplishment
of our strategic goals; and (iii) stock option awards which are intended to
increase the motivation for an interest in our long-term success as measured
by our share price.
The Board based the 1998 compensation of the executive officers on the
policies described above. The executives' salaries in 1998 were based on a
variety of factors including the salaries of the executive officers of
comparable media advertising companies. Cash bonuses were paid to executive
officers at year-end, primarily in recognition of our progress during the year
in pursuing our overall strategic goals, the sale of our airport advertising
operations, and acquisitions in both our out-of-home and television
broadcasting segments. Individual performance was also taken into account.
The Board based the 1998 compensation of the Chief Executive Officer on the
policies described above. While the Chief Executive Officer's salary in 1998
increased to $750,000, it is believed to be in the lower range of salaries of
the chief executive officers of comparable media advertising companies. The
cash bonus which was paid to the Chief Executive Officer for 1998 was
primarily in recognition of our substantial progress, as determined by the
Board of Directors, during the year toward pursuing our overall strategic
goals, the sale of our airport advertising operations, and acquisitions in our
out-of-home and television broadcasting segments.
Barry A. Ackerley, Director M. Ian G. Gilchrist, Director
Gail A. Ackerley, Director Michel C. Thielen, Director
Deborah L. Bevier, Director
9
<PAGE>
Shareholder Return Performance Presentation
The Securities and Exchange Commission requires us to include in this Proxy
Statement a line-graph presentation comparing cumulative, five-year
shareholder returns on an indexed basis with the S&P 500 Stock Index or other
broad market index performance and either a nationally recognized industry
standard or an index of peer companies that we select. We have selected the
S&P 500 Stock Index and the mutual fund, Fidelity Select Multimedia Portfolio,
as an index of peer companies.
The following chart compares total cumulative shareholder return for $100
invested in the Company's Common Stock on December 31, 1993 with the
cumulative total return of the S&P 500 Stock Index and Fidelity Select
Multimedia Portfolio for the five most recently completed fiscal years.
Comparison Of Five Year Cumulative Total Return
Among The Ackerley Group, Inc., S&P 500 Index and
Fidelity Select Multimedia Portfolio
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
Base 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
The Ackerley Group, Inc....................... $100 $126 $284 $437 $630 $679
S&P 500 Index................................. $100 $105 $141 $170 $223 $282
Fidelity Select Multimedia.................... $100 $104 $139 $141 $184 $250
</TABLE>
10
<PAGE>
Share Ownership
Directors, Executive Officers and Principal Shareholders
All of our directors and executive officers own shares of our Common Stock;
some of our directors and executive officers also own shares of our Class B
Common Stock. Barry A. Ackerley and Gail A. Ackerley together beneficially own
in excess of five percent (5%) of the outstanding shares of our Common Stock
and Class B Common Stock. In addition, there is one (1) other shareholder,
Gabelli Funds, Inc., which owns in excess of five percent (5%) of the
outstanding shares of our Common Stock.
The following table sets forth information regarding the share ownership of
our nominees for director, current directors, executive officers and principal
shareholders, as well as information for our directors and executive officers
as a group. The information in the following table is current as of March 15,
1999.
<TABLE>
<CAPTION>
Shares of the Company's Common Stock and
Class B Common Stock and
Percent of Class Beneficially Owned (1)
---------------------------------------------
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, 64............. 9,894,043(2) 48.1% 10,954,699(2) 99.1%
Chairman and Chief Executive
Officer of the Company;
Company Director since 1975
Gail A. Ackerley, 61.............. 9,894,043(3) 48.1% 10,954,699(3) 99.1%
Co-Chairman and Co-President of
the Company;
Chairman of Ackerley Corporate
Giving (Company's charitable
activities);
Company Director since 1995
Deborah L. Bevier, 47............. 278 * -0- *
Chairman and Chief Executive
Officer of Laird Norton Trust
Company
(personal investment and trust
services);
Company Director since 1998(4)
M. Ian G. Gilchrist, 49........... 278 * -0- *
Managing Director (May 1995-
present), Salomon Smith Barney
(formerly Salomon Brothers,
Inc.);
Managing Director (February 1992-
May 1995), CS First Boston
Corporation (investment banking -
media/telecommunications);
Company Director since 1995
Michel C. Thielen, 64............. 3,965 * -0- *
Chairman of the Board and
President, Thielen & Associates
(advertising agency); President,
Executive Wings, Inc. (airport
operations company);
Company Director since 1979
Christopher H. Ackerley, 29....... 22,728 * 12,618 *
Executive Vice President,
Operations and Development, of
the Company (5)
Denis M. Curley, 51............... 58,423(6) * -0- *
Co-President and Chief Financial
Officer, Treasurer and Secretary
of the Company
Keith W. Ritzmann, 46............. 11,854 * 200 *
Senior Vice President and Chief
Information Officer,
Controller and Assistant
Secretary of the Company
Gabelli Funds, Inc................ 3,392,200 16.5% -0- *
One Corporate Center
Rye, NY 10580-1434
All Directors and Executive
Officers as a group (8 persons).. 9,991,569 48.6% 10,967,517 99.2%
</TABLE>
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(1) Unless otherwise indicated, represents shares over which each nominee
exercises sole voting or investment power.
(2) Barry A. Ackerley and Gail A. 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 A. Ackerley and Gail A. Ackerley are husband and wife. The amount
shown includes 9,886,779 shares of Common Stock and 10,954,435 shares of
Class B Common Stock held by Barry A. Ackerley, of which Ms. Ackerley
disclaims beneficial ownership.
(4) Ms. Bevier was elected as a director on December 1, 1998 to fill the
vacancy created by the resignation of Richard P. Cooley.
(5) Christopher H. Ackerley was elected Vice President for Marketing and
Development on May 1, 1998. He was elected Executive Vice President,
Operations and Development on December 28, 1998.
(6) Includes 1,095 shares of Common Stock held by Mr. Curley's daughter, of
which Mr. Curley disclaims beneficial ownership.
(*) Indicates amounts equal to less than 1% of the outstanding shares.
11
<PAGE>
Section 16(a) - Beneficial Ownership Compliance
Our directors and executive officers, and persons holding more than ten
percent (10%) of our outstanding Common Stock and Class B Common Stock, are
required to report their share ownership to the Securities and Exchange
Commission. In general, those parties must report their share ownership (i)
when they become directors, executive officers or ten percent shareholders,
and (ii) whenever they engage in transactions involving our Common Stock and
Class B Common Stock.
Federal securities laws impose strict deadlines for filing such reports. In
addition, we are required to disclose, in this Proxy Statement, any failure by
our directors and executive officers to file reports in accordance with
deadlines.
Based upon the written representations of our directors and executive
officers, and copies of the reports that they have filed with the Securities
and Exchange Commission, we have determined that our directors and executive
officers have timely filed all of the reports that they were required to file
during 1997, with the following exceptions: Barry A. Ackerley and Gail A.
Ackerley inadvertently reported late an open market sale of 100,000 shares of
Common Stock effected on February 3, 1998. The report, which was due on March
10, 1998, was reported on June 5, 1998.
Employees Stock Option Plan
From time to time, we issue stock options to certain employees eligible to
receive such options pursuant to the Employees Stock Option Plan. The plan
initially was approved by our Board of Directors and our stockholders in 1983.
In 1994, the plan was amended, with the approval of the shareholders, to,
among other things, extend the plan's term and to increase the number of
shares available for stock option grants. A total of 1,000,000 shares (which
reflects adjustment for stock splits) of Common Stock have been authorized and
reserved for issuance under the plan. The terms of all options granted under
the plan, other than options granted to a 10% shareholder, may not exceed ten
years.
The plan allows us to grant both "incentive stock options" and "nonqualified
stock options" to our employees, including our corporate officers. "Incentive
stock options" are options which, as required by Section 422 of the Internal
Revenue Code of 1986, as amended, must have exercise prices equal to or
greater than the fair market value of the Common Stock on the date the options
are granted. The exercise price of any incentive stock options granted to
employees who own more than 10% of the voting rights of our outstanding
capital stock, however, must equal at least 110% of the fair market value on
the grant date and the maximum term of the option must not exceed five years.
Nonqualified stock options are not subject to the special exercise price
restriction imposed upon incentive stock options by the Internal Revenue Code.
The exercise price of all nonqualified stock options granted under the Plan is
determined by our Board of Directors in its sole discretion.
Our Board of Directors administers the plan, and determines employees who
are granted options and the terms of those options (including the term of the
option, exercise price, number of shares subject to the option and the
exercisability of the option). Options cannot be transferred other than by
will or the laws of descent and distribution. Only the holder can exercise the
options granted to him or her during his or her lifetime.
12
<PAGE>
Generally, options vest and become exercisable five years from the date of
grant and terminate ten years from the date of grant. Options may terminate
earlier, however, if the holder's employment is terminated. If we merge with
another corporation, or if we sell substantially all of our assets, then (i)
each option outstanding at that time must be assumed by the surviving
corporation, (ii) an equivalent substitute option must be provided by the
surviving corporation, or (iii) our Board of Directors may take other action,
including authorizing unvested options to become exercisable at an earlier
time.
As of December 31, 1998, we had options to purchase an aggregate of 260,000
shares of Common Stock outstanding at a weighted average exercise price of
$5.69 per share, and 230,250 shares of Common Stock were available for future
grants under the plan. During 1998, stock options for 60,600 shares of Common
Stock were exercised.
Stock Purchase Agreements
In 1981, we entered into various Stock Purchase Agreements with several key
employees. Under the Stock Purchase Agreements, we became obligated to sell
shares of our Common Stock and Class B Common Stock to various parties at a
price per share equal to the fair market value of the stock when the
agreements were executed.
In 1989, we entered into amendments to some of the Stock Purchase
Agreements. Under those agreements, as amended, the holders may purchase
shares at any time within ten years from the date of the amendment. The
holders can purchase the shares with funds which have been credited to escrow
accounts, which are subject to certain earlier termination provisions.
Under certain circumstances, we may have a right of first refusal on the
sale of any shares of Common Stock and Class B Common Stock acquired pursuant
to the Stock Purchase Agreements. In connection with the Class B Common Stock
dividend in June 1987, we amended the Stock Purchase Agreements to provide for
the distribution of one share of Class B Common Stock at no extra cost to the
holder for each share of Common Stock subject to the Stock Purchase Agreement
at the time such Common Stock is purchased.
As of December 31, 1998, there was an aggregate of 37,500 shares of Common
Stock and an equal number of shares of Class B Common Stock subject to Stock
Purchase Agreements, at a weighted average purchase price per share of $2.00
per share of Common Stock. During 1998, rights to purchase 15,000 shares of
both Common Stock and Class B Common Stock under the Stock Purchase Agreement
were exercised. No executive officers hold outstanding Stock Purchase
Agreements.
Savings and Retirement Plan
In 1978, we adopted our Savings and Retirement Plan. The Savings and
Retirement Plan was amended, effective January 1, 1985, to convert it to a
plan qualified under Section 401(k) of the Internal Revenue Code, as amended.
All employees who have served at least three months as of the beginning of a
calendar quarter, including employees of our subsidiaries who are not covered
by a collective bargaining agreement, may participate in the plan. We may
waive the exclusion of employees subject to collective bargaining agreements
in individual cases. As of December 31, 1998, all of our subsidiaries were
participating in the plan.
13
<PAGE>
The plan allows participating employees to contribute from 1% to 15% of
their compensation, up to a limit imposed by the Internal Revenue Code. We
match participating employees' contributions up to 4% of their compensation
and may also make an additional voluntary contribution to the plan.
Our obligation to provide matching contributions vests over a period of 5
years. An employee vests a portion of our matching contributions after
completion of 3 years of service. Once an employee has completed 5 years of
service, 100% of our matching contributions are vested. We may be obligated to
contribute 100% before an employee completes 5 years of service if he or she
turns 65, becomes totally disabled or dies.
All amounts contributed by an employee, and those portions of the amounts
contributed by us that have vested, are payable in a single lump sum or a
qualified joint and survivor annuity upon retirement, total disability, death
or termination of employment. The amounts that we contributed on behalf of our
Named Executives during 1998 is disclosed in the Summary Compensation Table
under the column entitled "All Other Compensation."
Certain Relationships and Related Transactions
Family Relationships
During 1998, we employed William N. Ackerley and Christopher H. Ackerley,
both of whom are the children of Barry A. Ackerley and Gail A. Ackerley.
William N. Ackerley served as our Co-President and Chief Operating Officer
until his resignation on May 1, 1998. In connection with his resignation, the
Company agreed to pay him a severance payment of $600,000, which was equal to
two times his current annual salary then in effect, in equal monthly
installments over a two-year period. In addition, the Company agreed to amend
stock option agreements previously entered into with William N. Ackerley to
provide that any unexercised options outstanding thereunder will not be
terminated or otherwise adversely affected by his resignation. Details
regarding his past compensation, stock ownership, and related matters are set
forth above under "Executive Officers - Compensation."
Christopher H. Ackerley was elected Vice President on May 1, 1998, and
Executive Vice President on December 28, 1998. Details regarding his
compensation, stock ownership, and related matters are set forth above.
Advances
From time to time we have advanced funds to certain executive officers for
their personal use. Interest on that indebtedness accrues at the same rate as
that charged to us on our senior bank debt, which is presently 7.5%.
Since January 1, 1996, the highest aggregate amount of such loans to Barry
A. Ackerley was $2,062,340. At December 31, 1998, 1997 and 1996, the aggregate
outstanding principal amounts of such loans were $2,062,340, $1,025,000, and
$-0-, respectively. In January 1999, we advanced $375,000 to Denis M. Curley.
14
<PAGE>
Relationship with Independent Public Accountant
The firm of Ernst & Young LLP performed the audit of our consolidated
financial statements for the year ended December 31, 1998. The Board of
Directors has appointed Ernst & Young LLP as our independent auditors for the
current year. Shareholders are not required to take action on this selection.
Representatives of Ernst & Young LLP will be present at the Annual Meeting.
They will be given the opportunity to present a statement if they so desire
and will be available to respond to appropriate questions.
Information Concerning Shareholder Proposals
Proposals of shareholders intended to be presented at the Annual Meeting of
Shareholders scheduled to be held on May 1, 2000 must be received for
inclusion in the Proxy Statement and form of proxy relating to that meeting by
December 9, 1999. In any case, proposals of shareholders intended to be
presented at the 2000 Annual Meeting of Shareholders will be considered
untimely if we do not receive notice of such proposals by February 22, 2000.
By Order of the Board of Directors
/s/ Denis M. Curley
Seattle, Washington Denis M. Curley
April 8, 1999 Co-President and Chief Financial
Officer,
Treasurer and Secretary
YOUR VOTE IS IMPORTANT
We urge you to sign and return the enclosed proxy as promptly as
possible, whether or not you plan to attend the Annual Shareholders
Meeting in person. If you do attend the Annual Shareholders Meeting, you
may then withdraw your proxy. Any person giving a proxy may revoke it
prior to its exercise.
15
<PAGE>
. FOLD AND DETACH HERE .
- --------------------------------------------------------------------------------
P R O X Y
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
THE ACKERLEY GROUP, INC.
PLEASE SIGN AND RETURN IMMEDIATELY
The undersigned hereby appoints Keith W. Ritzmann and Carmen L. Smith, and each
of them (with full power to act alone), proxies, with the powers the undersigned
would possess if personally present, and with full power of substitution, to
vote all shares of the voting common stock (including Common Stock and Class B
Common Stock) of The Ackerley Group, Inc., Seattle, Washington ("Company")
standing in my name as of March 25, 1999, at the Annual Shareholders Meeting to
be held at The Rainier Club, 820 Fourth Avenue, Seattle, Washington, on Tuesday,
May 11, 1999, at 9:00 a.m. Pacific Daylight Savings Time, or at any adjournments
thereof, with all the powers the undersigned would possess if personally
present, as follows:
1. ELECTION OF DIRECTORS: In the election of a new Board of Directors, I direct
that my Shares be voted as follows:
[_] FOR all of the nominees listed below (except for those nominees listed in
the following space):____________________________________________________
[_] AGAINST the nominees listed below.
[_] ABSTAIN from voting my shares for all nominees.
Barry A. Ackerley -- Gail A. Ackerley -- Deborah L. Bevier
M. Ian G. Gilchrist -- Michel C. Thielen
2. AMENDMENT TO EMPLOYEES STOCK OPTION PLAN. I direct that my shares be voted as
follows respecting the amendment increasing the amount of shares of Common
Stock authorized to be issued under the Company's Employees Stock Option
Plan:
[_] FOR the amendment to the Employees Stock Option Plan
[_] AGAINST the amendment to the Employees Stock Option Plan
[_] ABSTAIN from voting my shares for the amendment to the Employees Stock
Option Plan
3. WHATEVER OTHER BUSINESS may properly be brought before the meeting or any
adjournment thereof.
<PAGE>
. FOLD AND DETACH HERE .
- --------------------------------------------------------------------------------
================================================================================
YOUR VOTE IS IMPORTANT
We urge you to sign and return this proxy as promptly as possible, whether or
not you plan to attend the Annual Shareholders Meeting in person. If you do
attend the Annual Shareholders Meeting, you may then withdraw your proxy. Any
person giving a proxy may revoke it prior to its exercise.
================================================================================
We are aware of no other matters that may properly be, or which are likely to
be, brought before the meeting. However, if any other matters are properly
presented at the meeting, this proxy will be voted in accordance with the
recommendations of the management.
PLEASE SIGN AND DATE HERE:
Dated: ______________________________, 1999
___________________________________________
___________________________________________
When signing as attorney, executor,
administrator, trustee or guardian, please
give full title. If more than one trustee,
all should sign. Joint owners must sign.
