<PAGE> 1
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, INC.
------------------------
(Name of Registrant as Specified in Charter)
N/A
(Name of Persons 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
(2) Aggregate number of securities to which transaction applies:
N/A
(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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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:
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(4) Date Filed:
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<PAGE> 2
[ACKERLEY GROUP LOGO]
THE ACKERLEY GROUP, INC.
March 31, 2000
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 Monday, May 1, 2000, at The Key Arena, Seattle
Center, Seattle Washington. Directions to Key Arena are on the back cover of the
Proxy Statement. 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.
At the Annual Meeting, you will be asked to elect directors for the
following 12 months and to approve the Company's Employee Stock Purchase 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,
<TABLE>
<S> <C>
/s/ Denis M. Curley /s/Christopher H. Ackerley
Denis M. Curley Christopher H. Ackerley
Co-President and Co-President
Chief Operating Officer
</TABLE>
<PAGE> 3
[ACKERLEY GROUP LOGO]
THE ACKERLEY GROUP, INC.
NOTICE OF ANNUAL SHAREHOLDERS MEETING
The Annual Meeting of Shareholders of The Ackerley Group, Inc. will be held
at The Key Arena, Seattle Center, Seattle Washington, on Monday, May 1, 2000 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. Approve Employee Stock Purchase Plan. Approving the Company's Employee
Stock Purchase 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 24, 2000 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 at
either 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.
Seattle, Washington
March 31, 2000
By Order of the Board of Directors
<TABLE>
<S> <C>
/s/ Denis M. Curley /s/ Christopher H. Ackerley
Denis M. Curley Christopher H. Ackerley
Co-President and Co-President
Chief Operating Officer
</TABLE>
- --------------------------------------------------------------------------------
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> 4
THE ACKERLEY GROUP, INC.
1301 FIFTH AVENUE
SUITE 4000
SEATTLE, WA 98101
------------------------
PROXY STATEMENT
This Proxy Statement and the accompanying proxy are being first sent or
given to our shareholders on or about March 31, 2000, for use in connection with
the Annual Meeting of Shareholders of The Ackerley Group, Inc. to be held on
Monday, May 1, 2000 at 9:00 a.m., Pacific Daylight Savings Time.
VOTING SHARES
The record date for the Annual Shareholders Meeting is March 24, 2000.
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 24, 2000 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 24, 2000, there were 23,883,868 shares of
Common Stock and 11,088,700 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.
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 any other matters proposed by one or more of our
shareholders that we did not receive notice of on or before February 13,
2000, the persons named in the proxy intend to vote your
<PAGE> 5
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, 1999.
IN ADDITION, UPON THE WRITTEN REQUEST OF ANY OWNER OR HOLDER OF RECORD OF
OUR STOCK ENTITLED TO VOTE AT THE ANNUAL SHAREHOLDERS MEETING, WE WILL PROVIDE
WITHOUT CHARGE A COPY OF OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 1999 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. Requests
should be mailed to Daniel J. Evans, Jr., Vice President of Public Affairs, The
Ackerley Group, Inc., 1301 Fifth Avenue, Suite 4000, Seattle, Washington 98101,
or you may call (206) 624-2888. You may also access the Form 10-K on the
Internet at our web site, http://www.ackerley.com, or at the Securities and
Exchange Commission's web site, http://www.sec.gov.
* * *
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 2001, 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 fifteen (15) 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.
NOMINEES
The Board of Directors has fixed the number of directors to be elected at
this Annual Shareholders Meeting at ten (10), 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
NOMINEE AGE SINCE PRINCIPAL OCCUPATION AND PROFESSIONAL EXPERIENCE
------- --- -------- ------------------------------------------------
<S> <C> <C> <C>
Barry A. Ackerley........ 65 1975 Mr. Ackerley, one of our founders, has been the
Chief Executive Officer and a director of The
Ackerley Group and its predecessor and subsidiary
companies since 1975. He also currently serves as
our Chairman.
</TABLE>
2
<PAGE> 6
<TABLE>
<CAPTION>
COMPANY
DIRECTOR
NOMINEE AGE SINCE PRINCIPAL OCCUPATION AND PROFESSIONAL EXPERIENCE
------- --- -------- ------------------------------------------------
<S> <C> <C> <C>
Gail A. Ackerley......... 62 1995 Ms. Ackerley was elected to our Board of Directors
in May 1995. She became Co-Chairman in September
1996, and served as one of our Co-Presidents from
November 1996 until February 15, 2000. Ms. Ackerley
has served as Chairman of Ackerley Corporate Giving
since 1986, supervising our charitable activities,
and recently was named Chairman of the Seattle
Storm.
Christopher H. 30 2000 Mr. Ackerley was named Co-President and elected to
Ackerley............... our Board of Directors on February 15, 2000. He
joined The Ackerley Group in 1995, and was elected
Vice President for Marketing and Development in May
1998. He also served as Executive Vice President,
Operations and Development from December 1998 until
his election as Co-President.
Edward G. Ackerley....... 30 2000 Mr. Ackerley was elected to our Board of Directors
on February 15, 2000. He is a founder of
VictoryCigars.com, a custom cigar company, and has
served as its President since its inception in June
1997. From June 1995 until May 1997, Mr. Ackerley
served as President of Jet City Entertainment, an
in-flight entertainment company.
Deborah L. Bevier........ 48 1998 Ms. Bevier was elected to our Board of Directors in
November 1998. She 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. Prior to joining Laird Norton in
1996, Ms. Bevier served as Chairman and Chief
Executive Officer of Key Bank of Washington and
Northwest Region Executive for Key Private Bank.
Chris W. Birkeland....... 31 2000 Mr. Birkeland was elected to our Board of Directors
on February 15, 2000. He has been a managing member
of Cedar Grove Investments, LLC, a private venture
capital firm, since January 1, 2000. Prior to
joining Cedar Grove Investments, he was
self-employed as a consultant and technology-venture
investor. Mr. Birkeland was a founding member of
PhotoDisc, Inc. (now Getty Images) and served as
their Vice President of Finance and Operations from
1992 to October 1998.
Kimberley A. Cleworth.... 36 2000 Ms. Cleworth was elected to our Board of Directors
on February 15, 2000. She has served as the
President and Executive Director of The Ginger and
Barry Ackerley Foundation since June 1997. From
February 1994 to June 1997, Ms. Cleworth served as
The Ackerley Group's Vice President of Marketing.
Keith D. Grinstein....... 39 2000 Mr. Grinstein was elected to our Board of Directors
on February 15, 2000. He has served as Vice Chairman
of Nextel International, Inc. since March 1999.
Previously, he held the title of President and CEO
of Nextel International, from November 1995 until
March 1999. From 1994 until he joined Nextel, he
served as President of the Aviation Communications
division of AT&T. Prior to that, Mr. Grinstein held
a number of executive positions at McCaw Cellular
Communications, Inc. and subsidiaries.
</TABLE>
3
<PAGE> 7
<TABLE>
<CAPTION>
COMPANY
DIRECTOR
NOMINEE AGE SINCE PRINCIPAL OCCUPATION AND PROFESSIONAL EXPERIENCE
------- --- -------- ------------------------------------------------
<S> <C> <C> <C>
Michael T. Lennon........ 37 2000 Mr. Lennon was elected to our Board of Directors on
February 15, 2000. He is Managing Director of Emerge
Corporation, a mergers and acquisitions advisory
firm. From September 1995 to March 1999, Mr. Lennon
was a principal of Olympic Capital Partners LLC, an
investment banking and mergers and acquisitions
advisory firm, prior to which he served as Chief
Operating Officer of The MWW Group, Inc., a
full-service marketing, communications and public
relations firm.
Michel C. Thielen........ 65 1979 Mr. Thielen has served as one of our directors since
1979. Mr. Thielen has been President and Chief
Executive Officer of Thielen & Associates, an
advertising agency, since 1969. He is also Vice
President of Executive Wings, Inc., an airport
operations company.
</TABLE>
M. Ian G. Gilchrist resigned from the Board of Directors effective December
15, 1999. On February 15, 2000, the Board of Directors voted to expand the size
of the Board to fifteen members. On that date, Christopher H. Ackerley, Edward
G. Ackerley, Kimberley Ackerley Cleworth, Chris W. Birkeland, Keith D.
Grinstein, and Michael T. Lennon were elected to the Board of Directors.
Barry A. Ackerley and Gail A. Ackerley are husband and wife, and
Christopher H. Ackerley, Edward G. Ackerley, and Kimberley A. Cleworth are their
children. 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 ten 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.
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 EMPLOYEE STOCK PURCHASE PLAN
On November 10, 1999, our Board of Directors adopted, subject to
shareholder approval, an Employee Stock Purchase Plan, and reserved 1,500,000
shares of our Common Stock for issuance thereunder. The Plan permits employees
of the Company or any designated subsidiary to purchase shares of our Common
Stock directly from us through a series of offerings.
4
<PAGE> 8
The purpose of the Plan is to provide eligible employees with the
opportunity to purchase shares of our Common Stock at a discount through payroll
deductions. The Board deems it appropriate and advisable to approve the Plan
because employee stock ownership can aid in the recruitment, retention, and
motivation of our employees. Provided that our shareholders approve the Plan,
the Plan will commence effective January 1, 2000.
The following is a summary of the material features of the plan.
PRINCIPAL FEATURES OF THE PLAN
Administration. The Plan is administered by our Board of Directors or, if
appointed by the Board, by a Committee appointed by the Board. No member of the
Board of Directors or the Committee receives any additional compensation for
services in connection with the administration of the Plan.
The Board or the Committee has authority to make rules and regulations for
the administration of the Plan, to interpret Plan provisions, and to supervise
the Plan's administration and to take any other actions related to the Plan as
it deems necessary or advisable. The Board's or the Committee's interpretation
and decisions with regard to these matters shall be final and conclusive.
Shares Available; Offerings. The Company may issue up to 1,500,000 shares
of Common Stock under the Plan. In the event we subdivide the outstanding shares
of Common Stock, or pay a dividend to our stockholders in Common Stock, or
otherwise increase or decrease the number of shares of issued Common Stock
without receiving any consideration, the number of shares reserved for issuance
under the Plan and the number of shares issuable in any offering will be
increased proportionately. The Board or the Committee will make such other
adjustments as it determines is fair and appropriate.
We will make offerings to eligible employees to purchase shares of Common
Stock under the Plan beginning January 1, 2000. Offerings will begin each
January 1 and July 1, or on the first business day thereafter (the "Offering
Commencement Dates"). Each Offering Commencement Date will begin a six-month
period (a "Plan Period") during which payroll deductions will be made and held
for the purchase of shares of Common Stock at the end of the Plan Period.
In the event the total number of shares of Common Stock to be purchased
under any Plan offering, plus the number of shares purchased under previous Plan
offerings, exceeds the maximum number of shares issuable under the Plan, the
Board or the Committee will allot the shares then available for purchase on a
pro rata basis among all the participants in the offering. Any balance remaining
in a payroll deduction account at the end of a Plan Period due to an
insufficiency of shares will be refunded without interest.
We may issue shares under the Plan from authorized but unissued Common
Stock, from shares held in the treasury of the Company, or from any other proper
source.
Eligibility. An employee is eligible to participate in an offering if he or
she (1) is employed by the Company, or by one of the Company's subsidiaries
designated by the Board or the Committee, on the Offering Commencement Date; (2)
is customarily employed by the Company or designated subsidiary for more than 20
hours per week and for more than five months in a calendar year; and (3) has
been employed by the Company or a designated subsidiary on a continuous basis
for at least three months prior to enrolling in the Plan.
The Company may not grant an employee an option under the Plan if such
employee, immediately after the option is granted, owns or would own (as
determined pursuant to Section 424(d) of the Internal Revenue Code) 5% or more
of the total combined voting power or value of the stock of the Company. Nor may
the Company grant an employee an option that gives such employee the right to
purchase under the Plan more than $25,000 worth of Common Stock (based on the
fair market value of the Common Stock on the Offering Commencement Date) in any
calendar year.
Participation in the Plan. To become a participant in the Plan, an employee
must complete and forward a payroll deduction authorization form in the manner
designated by the Board or the Committee, before the 15th day of the month prior
to the applicable Offering Commencement Date. Unless the employee submits a
5
<PAGE> 9
new authorization or withdraw from the Plan, deductions will continue at the
same rate for future offerings under the Plan as long as the Plan remains in
effect.
Payroll Deductions. We will maintain payroll deduction accounts for all
participating employees. With respect to any offering under the Plan, an
eligible employee may authorize a payroll deduction in any dollar amount up to a
maximum of 10% of such employee's Base Pay (as defined in the Plan) received
during the Plan Period or such shorter period which deductions from payroll are
made. The Board or the Committee may establish minimum payroll deductions. No
interest will be paid on any payroll deduction account.
Option Exercise Price. The purchase price of each share of Common Stock
purchased with payroll deductions made during each offering will be 90% of the
closing price of the Common Stock on either (1) the Offering Commencement Date
or (2) the Exercise Date (as defined in the Plan), whichever closing price is
less. Such closing price will be the closing price of the Common Stock on the
New York Stock Exchange.
Exercise of Option. Unless proper notice of withdrawal is given, options
will be automatically exercised on the Exercise Date for the purchase of the
number of full shares of Common Stock that may be purchased at the applicable
option exercise price, up to a maximum number of shares of Common Stock equal to
the number of shares for which the option was granted. We will not issue any
fractional shares under the Plan.
Our obligation to sell and deliver Common Stock under the Plan is subject
to listing on the New York Stock Exchange and the approval of all governmental
authorities required in connection with the authorization, issuance or sale of
such stock.
Nontransferability of Interests. Employees may not transfer their rights
under the Plan other than by will or the laws of descent and distribution.
Termination of Employment. Upon termination of a participating employee's
employment before an Exercise Date, other than due to retirement, disability or
death, no payroll deduction shall be taken from any pay due and owing and the
balance of the employee's account shall be refunded. In the event of retirement,
disability or death, payroll deductions will be used to purchase Common Stock on
the next succeeding Exercise Date unless the employee or his/her legal
representative elects to withdraw payroll deductions in cash prior to the
Exercise Date.
Amendment; Termination. The Board may at any time modify, terminate or
amend the Plan in any respect, except that (1) if the approval of the
stockholders of the Company is required under Section 423 of Code, the Board may
not effect such modification or amendment without such approval, and (2) in no
event may any amendment be made which would cause the Plan to fail to comply
with Section 423 of the Code.
Merger. In the event of a dissolution or liquidation of the Company, the
offering period will terminate immediately prior to the completion of such event
unless otherwise provided by the Board. In the event of (1) a proposed sale of
all or substantially all of the assets of the Company, or (2) a merger or
consolidation of the Company with or into another corporation (other than a
merger in which the Company is the surviving corporation and the holders of the
capital stock of the Company immediately prior to such merger continue to hold
at least 50% by voting power of the capital stock of the Company), or (3) an
actual or threatened Change of Control (as defined in the Plan) occurs, then the
surviving corporation will assume each option under the Plan, or will substitute
an equivalent option unless the Board determines either to cancel each option
and refund the payroll withholding amounts or to give each participant the right
to exercise the option.
6
<PAGE> 10
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 EMPLOYEE
STOCK PURCHASE PLAN DESCRIBED ABOVE.
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, 2000 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 M. Ian G. Gilchrist, who resigned as a
director on December 15, 1999.
MEETINGS
Our Board of Directors met one (1) time during 1999. 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 1999 were taken by unanimous
written consents in lieu of full meetings.
AUDIT COMMITTEE
In 1999, our Audit Committee was comprised of Deborah L. Bevier, M. Ian G.
Gilchrist and Michel C. Thielen. Mr. Gilchrist resigned from the Board effective
December 15, 1999. On February 15, 2000, Chris W. Birkeland, Keith D. Grinstein,
and Michael T. Lennon were elected to serve with Ms. Bevier and Mr. Thielen on
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 auditor. The Audit Committee met four (4) times during 1999.
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<PAGE> 11
OTHER COMMITTEES
Our Board of Directors previously has not designated either a compensation
committee or a nomination committee. Thus, all compensation matters and
nominations for our Board of Directors were considered by our Board of Directors
as a whole. However, as of February 15, 2000, the Audit Committee was renamed
the Audit and Compensation Committee and will address compensation matters in
the future.
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 in "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, 1999, we had issued a total of 4,874 shares of Common
Stock to Michel C. Thielen and 1,187 shares of Common Stock to Deborah L.
Bevier, including 1,187 shares each during 1999, in lieu of cash compensation
for directors' fees. M. Ian G. Gilchrist, who resigned his directorship as of
December 15, 1999, had received a total of 4,874 shares of Common Stock,
including 1,187 shares during 1999, in lieu of cash compensation for directors'
fees. Detailed information concerning our directors' stock ownership is included
under "Share Ownership" below.
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<PAGE> 12
EXECUTIVE OFFICERS
COMPENSATION
All of our executive officers receive compensation for their services. The
Securities and Exchange Commission requires us to disclose, in this Proxy
Statement, compensation information concerning those executive officers who
received aggregate cash compensation in excess of $100,000 during the last
fiscal year ("Named Executives").
The following table sets forth that information, which covers compensation
paid or accrued during the fiscal years ended December 31, 1999, 1998 and 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION ALL OTHER
-------------------- COMPENSATION
AWARDS PAYOUTS ---------------------
ANNUAL COMPENSATION ---------- ------- SAVINGS
----------------------------------------- SECURITIES AND
OTHER ANNUAL UNDERLYING LTIP RETIREMENT
COMPENSATION OPTIONS PAYOUTS PLAN OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($)(1) (#) ($) ($)(2) ($)(3)
--------------------------- ---- --------- -------- ------------ ---------- ------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Barry A. Ackerley............... 1999 750,000 225,900 N/A -0- -0- 6,400 139,885
Chairman and Chief 1998 750,000 311,250 N/A -0- -0- 6,400 139,273
Executive Officer 1997 500,016 200,000 N/A -0- -0- 6,400 13,182
Gail A. Ackerley,............... 1999 400,000 90,360 N/A -0- -0- -0- 9,261
Co-Chairman(4) 1998 300,000 93,375 N/A -0- -0- -0- 6,318
1997 200,000 30,000 N/A -0- -0- -0- 4,050
Denis M. Curley................. 1999 400,000 90,360 N/A -0- -0- 6,400 49,665
Co-President, Chief 1998 300,000 93,375 N/A -0- -0- 6,400 2,592
Operating Officer and 1997 259,992 386,089(6) N/A -0- -0- 6,400 2,484
Chief Financial Officer,
Treasurer and Secretary(5)
Christopher H. Ackerley......... 1999 160,000 12,048 N/A -0- -0- 5,939 711
Co-President(7) 1998 100,000 10,375 N/A -0- -0- -0- 96
1997 58,343 4,784 N/A -0- -0- -0- 33
Keith W. Ritzmann............... 1999 150,000 22,590 N/A -0- -0- 6,354 1,056
Senior Vice President and 1998 125,000 19,453 N/A -0- -0- 5,000 1,131
Chief Technology Officer, 1997 115,440 94,200(6) N/A -0- -0- 4,618 1,031
Controller and Assistant
Secretary(8)
</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. Includes imputed interest of $122,776, $46,098, and $508,
respectively, on indebtedness to us incurred by Messrs. Barry Ackerley,
Denis Curley, and Christopher Ackerley in 1999 and imputed interest of
$133,218 on indebtedness to us incurred by Mr. Barry Ackerley in 1998.
(4) Ms. Ackerley also served as Co-President from November 3, 1997 to February
15, 2000.
(5) Mr. Curley was elected Chief Operating Officer on February 15, 2000.
(6) Includes bonuses to Messrs. Curley and Ritzmann in the amounts of $338,287
and $84,572, respectively, which were declared in 1997 for payment in March
1998.
(7) Mr. Christopher Ackerley was elected Vice President for Marketing and
Development on May 1, 1998, and Executive Vice President, Operations and
Development on December 28, 1998, and Co-President on February 15, 2000.
(8) Mr. Ritzmann was elected Chief Technology Officer on February 15, 2000;
prior to such election, he served as Chief Information Officer.
9
<PAGE> 13
OPTION GRANTS IN LAST FISCAL YEAR
Pursuant to our Stock Option Plan, we have, from time to time, granted
options to acquire shares of our Common Stock to some of the Named Executives.
The following table describes the options granted to our Named Executives in
1999.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT
-------------------------------- ASSUMED ANNUAL RATES
% OF TOTAL OF STOCK PRICE
NUMBER OF OPTIONS APPRECIATION
SHARES GRANTED TO EXERCISE FOR OPTION TERM
UNDERLYING EMPLOYEES IN PRICE EXPIRATION --------------------
NAME OPTIONS GRANTED FISCAL YEAR ($/SHARE) DATE 5% 10%
---- --------------- -------------- --------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Barry A. Ackerley........ N/A N/A N/A N/A N/A N/A
Gail A. Ackerley......... N/A N/A N/A N/A N/A N/A
Denis M. Curley.......... 25,000 12% 19.50 6/14/2009 $306,586 $776,949
Christopher H.
Ackerley............... 10,000 5% 19.50 6/14/2009 $122,634 $310,780
Keith W. Ritzmann........ 5,000 2% 19.50 6/14/2009 $ 61,317 $155,390
</TABLE>
OPTION EXERCISES IN LAST FISCAL YEAR
This table includes the number of shares covered by both exercisable and
non-exercisable stock options held by each of the Named Executives as of
December 31, 1999. Also reported are the values for "in-the-money" options,
which represent the positive spread between the exercise price of any such
existing stock options and the year-end price of the Common Stock.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<TABLE>
<CAPTION>
NO. OF SHARES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT FISCAL OPTIONS AT FISCAL
YEAR-END YEAR-END
EXERCISABLE/ EXERCISABLE/
SHARES ACQUIRED VALUE UNEXERCISABLE UNEXERCISABLE
NAME ON EXERCISE REALIZED ($) (#) ($)
---- --------------- ------------ ----------------- -----------------
<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-/55,000 -0-/364,325
Christopher H. Ackerley................. -0- -0- -0-/10,000 -0-/-0-
Keith W. Ritzmann....................... -0- -0- -0-/10,000 -0-/45,625
</TABLE>
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 1999.
LONG TERM INCENTIVE PLANS
We did not grant any long-term incentive compensation to any of our Named
Executives during 1999.
BOARD OF DIRECTORS INTERLOCKS AND INSIDER PARTICIPATION
As noted above, our Board of Directors had no separate compensation
committee prior to February 15, 2000. Thus, the Board as a whole determined 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,
10
<PAGE> 14
and his wife, Gail A. Ackerley, who served as one of our Co-Presidents until
February 15, 2000, 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 1999, 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-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 1999 compensation of the executive officers on the
policies described above. The executives' salaries in 1999 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, negotiating the sale of our outdoor
media operations in Florida, and completing acquisitions in both our outdoor
media and television broadcasting segments. Individual performance was also
taken into account.
The Board based the 1999 compensation of the Chief Executive Officer on the
policies described above. The Chief Executive Officer's salary in 1999 remained
at $750,000. Based on comparisons to other media companies, the Chief Executive
Officer's 1999 salary was 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 1999 was primarily in recognition of our
substantial progress, as determined by the Board of Directors, during the year
toward pursuing our overall strategic goals, negotiating the sale of our outdoor
media operations in Florida, and completing acquisitions in both our outdoor
media and television broadcasting segments.
<TABLE>
<S> <C>
Barry A. Ackerley, Director Deborah L. Bevier, Director
Gail A. Ackerley, Director Michel C. Thielen, Director
</TABLE>
11
<PAGE> 15
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
The SEC 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, 1994 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
<TABLE>
<CAPTION>
THE ACKERLEY GROUP, INC. S&P 500 INDEX FIDELITY SELECT MULTIMEDIA
------------------------ ------------- --------------------------
<S> <C> <C> <C>
Base 100 100 100
1995 226 134 134
1996 348 161 135
1997 502 211 177
1998 541 268 240
1999 537 320 335
</TABLE>
12
<PAGE> 16
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 beneficially owns 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 1, 2000.
<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 COMMON
POSITION WITH THE ACKERLEY GROUP, INC. COMMON STOCK PERCENT STOCK PERCENT
-------------------------------------- ------------ ------- ---------- -------
<S> <C> <C> <C> <C>
Barry A. Ackerley, 65 8,894,043(2) 37.2% 10,949,299(2) 98.7%
Chairman, Chief Executive Officer,
and Director
Gail A. Ackerley, 62 8,894,043(3) 37.2% 10,949,299(3) 98.7%
Co-Chairman and Director
Christopher H. Ackerley, 30 18,928 * 13,698 *
Co-President and Director
Edward G. Ackerley, 30 15,585 * 13,530 *
Director
Deborah L. Bevier, 48 2,989 * -0- *
Director
Chris W. Birkeland, 31 -0- * -0- *
Director
Kimberley A. Cleworth, 36 23,138 * 27,329 *
Director
Keith D. Grinstein, 39 -0- * -0- *
Director
Michael T. Lennon, 37 -0- * -0- *
Director
Michel C. Thielen, 65 5,176 * -0- *
Director
Denis M. Curley, 52 58,423(4) * -0- *
Co-President, Chief Operating Officer and
Chief Financial Officer, Treasurer and Secretary
Keith W. Ritzmann, 47 12,854 * 200 *
Senior Vice President and Chief Technology
Officer, Controller and Assistant Secretary
Gabelli Funds, Inc. 3,398,250 14.2% -0- *
One Corporate Center
Rye, NY 10580-1434
All Directors and Executive 12,429,386 52.1% 11,004,056 99.2%
Officers as a group (12 persons)
</TABLE>
- ---------------
(1) Unless otherwise indicated, represents shares over which each nominee
exercises sole voting or investment power.
13
<PAGE> 17
(2) Mr. Barry Ackerley and Ms. Ackerley are husband and wife. Includes 7,264
shares of Common Stock and 264 shares of Class B Common Stock held by Ms.
Ackerley, of which Mr. Ackerley disclaims beneficial ownership.
(3) Mr. Barry Ackerley and Ms. Ackerley are husband and wife. The amount shown
includes 8,886,779 shares of Common Stock and 10,949,035 shares of Class B
Common Stock held by Mr. Ackerley, of which Ms. Ackerley disclaims
beneficial ownership.
(4) Includes 1,665 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.
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 share 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 1999, with the following exceptions:
1. A Form 4 was filed for Deborah Bevier on October 13, 1999 (three
days late), relating to the purchase of 1,500 shares of our Common Stock on
September 22, 1999.
2. A Form 5 was filed February 10, 2000 for Chris Ackerley relating to
a gift of 1,080 shares of Class B Common Stock he received on December 23,
1999, which should have been reported in January.
3. A Form 5 was filed February 10, 2000 for Gail A. Ackerley, relating
to her beneficial ownership of the following shares owned by her husband,
Barry A. Ackerley: (a) 5,400 shares of Class B Common Stock that were
gifted by Mr. Ackerley in December 1999, and (b) 1,000,000 shares of Common
Stock sold on August 6, 1999 pursuant to an underwritten offering. The
transactions were timely reported by Mr. Ackerley.
EMPLOYEE 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 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. On May 11, 1999, the plan was amended, with the approval of the
shareholders, to, among other things, increase the number of shares available
for stock option grants. A total of 1,500,000 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
14
<PAGE> 18
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.
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, 1999, we had options to purchase an aggregate of 460,000
shares of Common Stock outstanding at a weighted average exercise price of
$11.95 per share, and 520,250 shares of Common Stock were available for future
grants under the plan. During 1999, stock options for 10,000 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.
During 1999, rights to purchase the remaining 37,500 shares of both Common
Stock and Class B Common Stock under the Stock Purchase Agreement were
exercised. As of December 31, 1999, there were no 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, 1999, all of our subsidiaries were
participating in the plan.
15
<PAGE> 19
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 1999 are disclosed in the Summary Compensation Table
under the column entitled "All Other Compensation."
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
FAMILY RELATIONSHIPS
During 1999, we employed Christopher H. Ackerley, who is the son of Barry
A. Ackerley and Gail A. Ackerley. Christopher H. Ackerley was elected Vice
President on May 1, 1998, Executive Vice President on December 28, 1998, and
Co-President and a director on February 15, 2000. In addition, Kimberley A.
Cleworth and Edward G. Ackerley, who are also children of Barry A. Ackerley and
Gail A. Ackerley, were elected as directors on February 15, 2000. Details
regarding their compensation, stock ownership, and related matters are set forth
above.
Kathy Savitt, the wife of Michael T. Lennon, is President of MWW/Savitt,
our public relations firm. In 1999, we paid $928,095 in fees to MWW/Savitt.
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 8.7%.
Since January 1, 1997, the highest aggregate amount of such loans to Barry
A. Ackerley was $2,062,340. At December 31, 1999, 1998, and 1997, the aggregate
outstanding principal amounts of such loans were $-0-, $2,062,340, and
$1,025,000, respectively. In January 1999, we advanced $375,000 to Denis M.
Curley. In December 1999, we advanced $200,000 to Christopher H. Ackerley.
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, 1999. 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.
16
<PAGE> 20
INFORMATION CONCERNING SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the Annual Meeting of
Shareholders scheduled to be held in May 2001 must be received for inclusion in
the Proxy Statement and form of proxy relating to that meeting by December 1,
2000. In any case, proposals of shareholders intended to be presented at the
2001 Annual Meeting of Shareholders will be considered untimely if we do not
receive notice of such proposals by February 2, 2001.
Seattle, Washington
March 31, 2000
By Order of the Board of Directors
<TABLE>
<S> <C>
/s/ Denis M. Curley /s/ Christopher H. Ackerley
Denis M. Curley Christopher H. Ackerley
Co-President and Co-President
Chief Operating Officer
</TABLE>
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
17
<PAGE> 21
DIRECTIONS TO KEYARENA SUITE ENTRANCE
1ST AVE. NORTH GARAGE
- --------------------------------------------------------------------------------
FROM INTERSTATE 5, HEAD WEST ON BROAD STREET
Take a right onto Denny Way
Take a right at 1st Ave. North
1st Ave. North Garage will be one block up on your right-hand side. The
garage can be accessed from 1st Ave. North or Warren Ave.
KEYARENA SUITE ENTRANCE
- --------------------------------------------------------------------------------
From the 1st Ave. North Garage, you can access the Suite entrance by
crossing Thomas Street (directly north of the garage). Walk
between the KeyArena south parking lot and Sonics Team Shop, and
the Suite entrance will be on your right-hand side. The Suite
entrance is located at the southwest corner of KeyArena.
<PAGE> 22
PROXY
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 24, 2000, at the Annual Shareholders Meeting to
be held at the Key Arena, Seattle Center, Seattle, Washington, on
Monday, May 1, 2000, at 9:00 a.m. Pacific Daylight 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 - Christopher H. Ackerley -
Edward G. Ackerley - Deborah L. Bevier - Chris W. Birkeland -
Kimberley A. Cleworth - Keith D. Grinstein - Michael T. Lennon -
Michel C. Thielen
2. APPROVAL OF EMPLOYEE STOCK PURCHASE PLAN. I direct that my shares be voted
as follows respecting the approval of the Company's Employee Stock
Purchase Plan:
[ ] FOR approval of the Employee Stock Purchase Plan
[ ] AGAINST approval of the Employee Stock Purchase Plan
[ ] ABSTAIN from voting my shares for approval of the Employee Stock
Purchase Plan
3. WHATEVER OTHER BUSINESS may properly be brought before the meeting or any
adjournment thereof.
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: , 2000 -----------------------------------
------------------
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.
