<PAGE>
<PAGE> 10-K
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EX-
CHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
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Commission file number 0-12743
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PARK COMMUNICATIONS, INC.
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(Exact name of the registrant as specified in its charter)
Delaware 16-0986694
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
Terrace Hill, Ithaca, NY 14850
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(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code (607) 272-9020
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Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
None
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock - Par Value $.16 2/3 Per Share
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(Title of Class)
Indicate by check mark if disclosure of delinquent filers pursuant to item
405 of Regulation S-K is not contained herein and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [XX]
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
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As of March 1, 1994, the aggregate market value of the shares of voting
stock held by non-affiliates of the registrant was $43,087,987.
As of March 1, 1994, 20,712,159 shares of common stock, $.16 2/3 par
value, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Annual Report to Shareholders for year ended
December 31, 1993 Part I, II, IV
Proxy Statement for Annual Meeting of Stockholders
to be held May 3, 1994 Part I and III
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FORM 10-K ANNUAL REPORT - 1993
PARK COMMUNICATIONS, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
PART I
Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2- 9
Item 2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . .10
Item 3. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . .10-11
Item 4. Submission of Matters to a Vote of Security Holders. . Not Applicable
Executive Officers of the Company. . . . . . . . . . . . . . . . . . . . .11-12
PART II
Item 5. Market for the Registrant's Common Stock and Related
Security Holder Matters. . . . . . . . . . . . . . . . . . . . .12-13
Item 6. Selected Financial Data. . . . . . . . . . . . . . . . . . . . .13
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations. . . . . . . . . . . . . . . . . . . .13
Item 8. Financial Statements and Supplementary Data. . . . . . . . . . .13
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure. . . . . . . . . . Not applicable
PART III
Item 10. Directors and Executive Officers of the Registrant . . . . . . .14
Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . .14
Item 12. Security Ownership of Certain Beneficial Owners and
Management . . . . . . . . . . . . . . . . . . . . . . . . . . .14
Item 13. Certain Relationships and Related Transactions . . . . . . . . .14
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K. . . . . . . . . . . . . . . . . . . . . . . . . . .14-20
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21
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PART I
Item 1. Business
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Park Communications, Inc., as of March 1, 1994 owns and operates through
its subsidiaries nine television stations, eleven AM and eleven FM radio
stations, 30 daily newspapers, 17 Sunday newspapers, 29 non-daily newspapers
and 48 non-daily controlled distribution publications. Its operations are
located in 21 states. The Company, in 1977, became the first to own 21
broadcasting licenses, the maximum then allowed by law.
As used herein "Company" means Park Communications, Inc., its Subsidiaries
and Predecessors unless the context otherwise requires.
The Company was incorporated in Delaware in 1971, as the holding and
management company for various communications properties acquired by companies
owned by Roy H. Park. Prior to October 26, 1983, the Company was wholly owned
by Mr. Park. On that date a public offering of 2,219,625 shares (retroactively
adjusted for stock splits) of the Company's Common Stock was made, or 10.7% of
the total shares presently outstanding. Roy H. Park died October 25, 1993. At
the time of his death, Mr. Park was the Company's Chairman of the Board of
Directors and Chief Executive Officer, and the owner of approximately 89.7% of
the Company's outstanding Common Stock. His widow, Dorothy D. Park, as
Personal Representative of the Estate of Roy H. Park, controls those shares of
Common Stock formerly owned by him. On March 25, 1994, at a Special Meeting of
the Company's Board of Directors, Mrs. Park, in her capacity as Personal
Representative of the Estate, informed the Company of the Estate's decision to
sell the Estate-held shares of the Company. In response to this announcement,
the Board voted to seek a sale of the entire Company. It is intended that such
a sale be accomplished by selling the Company's outstanding Common Stock
(including all of the Estate-held shares) to a third party. However, there is
no guarantee that such a sale will be achieved. An alternative method for
selling the Company would be selling the Company's assets to one or more
purchasers (e.g., selling one or more divisions of the Company or particular
properties). Pursuit of either of these alternatives could possibly result in,
among other things, a change in control of the Company, a restructuring of the
Company, a business combination (e.g., merger), or a decrease in the size of
the Company. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Liquidity and Capital Resources" (pages 14-15) of
the Company's Annual Report filed as Exhibit 13.1 hereto and incorporated
herein by reference. At a meeting of the Company's Board of Directors in
November, 1993, Mrs. Park was elected Chairman of the Board of Directors of the
Company. See the information under the caption "Ownership By Certain Beneficial
Owners of More Than 5% of Common Stock" (page 4) incorporated herein by
reference to the Company's Proxy statement dated March 30, 1994 (see Exhibit
22.1 hereto).
The Company has increased its ownership of communications properties by
means of acquisitions. The first television acquisition by a Park company was
station WNCT-TV in Greenville, North Carolina in 1962. The first Park radio
operations were WNCT-AM, acquired in 1963, and WNCT-FM, put on the air in 1963,
both also in Greenville, North Carolina. The first Park newspaper acquisition
was the Daily Sun, located in Warner Robins, Georgia, in 1972.
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In every year since 1977, when it reached the then applicable legal
ownership limit of 21 television and radio broadcast licenses, the Company has
made one or more newspaper acquisitions, with the exceptions of 1990 and 1993.
In December, 1993, the Company sold 33 of its smaller publications in 13
communities in 9 states. Included were 11 dailies (four with Sunday editions),
7 paid weeklies, 13 free-distribution shoppers and 2 monthlies. The dailies
had a combined circulation of 37,675, each with less than 6,000 paid
circulation. The sale of these publications will allow the Company to focus
its resources on larger publications.
In November, 1993, the Company purchased its ninth television station,
KALB-TV in Alexandria, Louisiana, a VHF station affiliated with the NBC
network. See "Business-Federal Regulation of Television and Radio
Broadcasting" on pages 5-8 of this report.
Any future acquisitions may be financed from a variety of sources,
including subordinated debt issued to sellers, current cash flow from
operations, bank borrowings and the Company's available cash. The Company does
not presently contemplate issuing any Common Stock in connection with future
acquisitions, although it may do so depending on future circumstances.
The Company's industry segments are television broadcasting, radio
broadcasting and newspaper publishing. Financial information for these
segments is incorporated herein by reference to Note 7 under the caption "Notes
to Consolidated Financial Statements" (pages 24-25) of the Company's 1993
Annual Report filed as Exhibit 13.1 hereto.
TELEVISION BROADCASTING
The Company owns and operates six VHF and three UHF television stations.
A listing of the television stations, their network affiliations and the
markets they serve is incorporated herein by reference to the information
under the caption "Operating Units of Park Communications, Inc." (page 6) of
the Company's 1993 Annual Report filed as Exhibit 13.1 hereto.
All nine of the Company's stations are affiliated with national television
networks under standard two-year contracts and each has been affiliated with
the same network continuously since its acquisition by the Company. A network
contract is typically continued for successive two-year terms, unless the
Company or the network exercises its respective right thereunder to cancel such
contract.
Under standard network contracts, networks offer to affiliated stations a
variety of sponsored and unsponsored programs which the affiliated stations
must refuse before they can be offered to any other television station in the
same market. Of approximately 152 hours of television broadcasting per week
for each of the Company's stations, approximately 95 hours are network
programs. When not carrying network programs, the Company's stations broadcast
programs produced by the station (most of which are news and public affair
programs) and programs such as movies or syndicated programs acquired from
independent sources.
The principal source of television revenue for the Company is the sale of
time to advertisers. Advertising is sold in time increments and is priced on
the basis of a station's audience ratings. The ratings of a local station
affiliated with a national television network can be affected by the network's
programming. A time sale may involve all or part of a program, or spot
announcements within or between programs.
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COMPETITION--TELEVISION BROADCASTING
The Company's television stations compete for revenues with other
advertising media such as newspapers and magazines distributed within their
broadcasting area, other television and radio stations serving the same or
nearby areas and billboard advertising. Other sources of present and potential
competition include CATV, pay cable, Multichannel Multipoint Distribution
Service ("MMDS" or "Wireless Cable"), video cassette recordings, satellite-to-
home broadcasting (including Direct Broadcast Satellite or "DBS" service),
Local Multipoint Distribution Service ("LMDS"), low-power television, and the
participation of telephone companies in the provision of "video dialtone"
transmission service for the delivery of video programming by wire.
On December 17, 1993, two parties with DBS authorizations, Hughes
Communications Galaxy, Inc. ("Hughes"), and United States Satellite
Broadcasting Company jointly launched a new high-powered satellite with 16
transponders from which they can provide approximately 150 video channels of
DBS service to the entire country. Service is expected to begin sometime
during the first half of 1994. Hughes also expects to launch a second 16
transponder DBS satellite in late spring 1994. There are 7 other companies with
DBS authorizations but which have not yet launched their proposed satellites.
The Company cannot predict the competitive effect of DBS operations on the
terrestrial television broadcast industry in general or the Company's
operations in particular.
The Company's television broadcasting operations are dependent on a number
of factors, including the general strength of the economy, population growth,
overall advertising revenues, ability to provide attractive programming,
ratings, relative efficiency compared to other advertising media, technological
capabilities and governmental regulations and policies.
RADIO BROADCASTING
The Company owns and operates eleven AM and eleven FM radio stations in
eleven markets in eleven states. A listing of the radio stations and the
markets they serve is incorporated herein by reference to the information under
the caption "Operating Units of Park Communications, Inc." (page 6) of the
Company's 1993 Annual Report filed as Exhibit 13.1 hereto.
The Company's radio stations employ various formats for their programming.
The Company creates its own formats and purchases formats from various outside
sources. The formats are adapted to the characteristics of each market.
Substantially all of the Company's radio broadcasting revenues are derived
from advertising.
COMPETITION--RADIO BROADCASTING
The Company's radio stations compete for revenues with other advertising
media such as newspapers and magazines distributed within their broadcasting
area, other radio and television stations serving the same or nearby areas and
billboard advertising. In addition, currently pending are proceedings in which
the FCC is examining alternatives for the possible implementation of digital
audio radio services ("DARS"). DARS systems potentially could allow delivery
of audio signals with fidelity
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comparable to compact discs. In a rulemaking proceeding, the FCC is
considering a proposed spectrum allocation for satellite DARS. There also are
four applications on file at the FCC for satellite DARS licenses. Further, the
FCC has undertaken an inquiry into the terrestrial broadcast of DARS signals.
As is the case with television, the Company's radio broadcasting operations are
dependent on a number of factors, including the general strength of the
economy, population growth, overall advertising revenues, an ability to provide
attractive programming, ratings, relative efficiency compared to other
advertising media, technological capabilities and governmental regulations and
policies.
FEDERAL REGULATION OF TELEVISION AND RADIO BROADCASTING
The Company's television and radio broadcasting operations are subject to
the jurisdiction of the FCC under the Communications Act of 1934, as amended
(the "Act"). Under authority of the Act, the FCC, among other things, assigns
frequency bands for broadcasting; determines the particular frequencies,
location and power of stations; issues, renews, revokes and modifies station
licenses and related authorizations; regulates equipment used by stations; and
adopts and implements regulations and policies which directly or indirectly
affect the ownership, operation and profitability of broadcast stations. For
example, the FCC has imposed limitations on the amount of commercialization of
television programs produced for children ages 12 and under, and recently
increased the penalties to be imposed on stations for non-compliance with the
FCC's equal employment opportunity policies.
LIMITATIONS ON OWNERSHIP OF THE COMPANY'S STOCK AND OTHER MATTERS
The Act prohibits the assignment or transfer of broadcasting licenses,
including the transfer of control of any corporation holding such licenses,
without the prior approval of the FCC. The Act also would prohibit the Company
from continuing to control broadcast licenses if, in the absence of FCC
approval, any officer or more than one-fourth of the directors were aliens, or
if more than one-fourth of the Company's capital stock were acquired or voted
directly or indirectly by alien individuals, corporations, or governments, or
if the Company otherwise fell under alien influence or control in a manner
determined by the FCC to be contrary to the public interest.
Since the number of AM,FM and TV broadcast stations is limited by FCC
rules, any purchaser of the Company's Common Stock who currently has an
interest in one or more AM, FM or TV stations, attributable to such person
under the FCC rules, could possibly violate those rules if that person were to
acquire an interest in the Company that resulted in the attribution of the
Company's broadcast holdings to the stockholder. Generally speaking broadcast
holdings are attributed to (a) any officer, director, partner or joint venturer
of a broadcast licensee, or to an individual licensee; and (b) a stockholder
with 5% or greater stock interest in a broadcast licensee provided, however,
that if the stockholder is a mutual fund, bank trust department, insurance
company or other qualifying investment entity, a 10% or greater interest
results in attribution to the stockholder. The FCC is considering increasing
the levels of ownership interest in a broadcast station that will be treated as
"attributable" to the holder for purposes of the FCC's multiple ownership
rules.
In addition, if the purchaser of the Company's Common Stock has an
attributable interest in either a cable television company or daily newspaper
and acquires an attributable interest in the Company, violation of FCC rules
could result, depending
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upon the location of the cable system or daily newspaper in relation to the
broadcast stations controlled by the Company.
Roy H. Park, the sole majority shareholder of the Company, died on October
25, 1993. See the discussion under "Item 1. Business" (page 2) above. An
application reflecting the transfer control of the Company to Mr. Park's widow,
Dorothy D. Park, as Personal Representative of the Estate of Roy H. Park, has
been submitted to and approved by the FCC. As noted above under "Item 1.
Business," the Company's Board has voted to seek a sale of the entire Company.
It is intended that such a sale be accomplished by selling the Company's
outstanding common stock (including all of the Estate-held shares) to a third
party. However, there is no guarantee that such a sale will be achieved. An
alternative method for selling the Company would be selling the Company's
assets to one or more purchasers (e.g., selling one or more divisions or
particular properties). Any such transactions which affect the control of
television and radio stations owned by the Company will be subject to prior FCC
consent.
BROADCAST LICENSES
Broadcast licenses are granted for specific periods of time, and upon
application, are renewable for additional terms. If a competing application is
filed, or if a substantial and material question of fact is raised, or if for
any reason the FCC is unable to determine that renewal of a license would serve
the public interest, convenience and necessity, the FCC is required to hold a
hearing on the renewal application. Petitions to deny license renewals and
other applications are authorized to be filed against licensees and applicants.
Such petitions can be used by interested parties, including members of the
public, to raise issues before the FCC. Seven of the Company's nine television
broadcast stations have been granted renewal of their broadcast licenses for
five year terms. An application to renew the license for WUTR-TV, Utica, New
York was filed on February 1, 1994 and remains pending. The application for
renewal of the license of the Company's television station in Birmingham, WBMG-
TV, is pending before the FCC awaiting disposition of a petition to deny filed
by the NAACP, alleging violations of the FCC's policies regarding hiring of
minorities. Management believes that the Birmingham station license ultimately
will be renewed. Twenty of the Company's 22 radio broadcast stations have been
granted renewal of their broadcast licenses for seven year terms. The licenses
for KEZX AM/FM, Seattle, Washington, following FCC determination of shortfalls
in the stations' equal employment opportunity ("EEO") plan, recently were
renewed for a short term period ending February 1, 1995, in order to facilitate
FCC monitoring of the stations' EEO program. The renewals also were conditioned
on the submission of annual reports to the FCC describing the stations'
affirmative action efforts.
LIMITATION ON ACQUISITIONS
Under FCC rules, limits are placed on an applicant's ownership, operation
or control of television and radio broadcast stations, and the transferability
of such licenses and facilities is restricted. Currently, one entity may have
an attributable interest in 12 television stations nationwide. As to radio
station ownership, one entity may have an attributable interest in 18 AM and 18
FM stations nationwide. The national caps for radio station ownership will
increase to 20 AM and 20 FM stations on September 16, 1994. Local limits vary
according to market size, and in some circumstances, market share. In markets
with 14 or fewer stations, one entity may own up to three stations, with no
more than two in the same service, and only if the number of commonly owned
stations is less than 50% of the total number of stations in the
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market. In markets with 15 or more stations, one entity may own up to 4
stations with no more than 2 in the same service, as long as the total combined
audience share is less than 25% of the market. The Company owns no more than
one station in each service in each of its markets. Accordingly, assuming
compliance with the restrictions on market share and compliance with other
ownership limitations, the Company would be qualified under this rule to
acquire additional radio stations in its existing markets.
FCC rules also place certain limits on common ownership, operation and
other interests in (a) television and radio broadcast stations serving the same
area ("one to a market" rule), (b) broadcast stations and newspapers serving
the same area, and (c) television broadcast stations and cable systems serving
the same area.
FCC rules affect the number, type and location of newspaper, broadcast and
cable properties that the Company might acquire in the future. Under current
rules, the Company might not be permitted to acquire any daily newspapers or
broadcast or cable television properties (other than LPTV) in a market in
which it now owns one or more FCC regulated properties. These rules do not
require any change in the Company's present ownership of newspapers and
broadcast stations.
POSSIBLE NEW REGULATORY AND TECHNOLOGICAL DEVELOPMENTS, AND NEW LEGISLATION
The Congress and the FCC have under consideration and may in the future
consider and adopt new laws, regulations and policies regarding a wide variety
of matters which could, directly or indirectly, affect the operation and
ownership of the Company's broadcast properties. Such matters include, for
example, a review by the FCC of its limitations on television ownership, as
noted above. Also, under re-examination is the license renewal process,
including the legitimate renewal expectancy of an incumbent broadcast licensee
as well as the standards to be applied to both contested and non-contested
renewal applications and the adverse weight, if any, to be given to multi-
station or multi-media or other communications ownership interests. Also
various programming and advertising questions and licensee employment practices
are being considered. In addition, the economic position and practices of the
major television networks vis-a-vis program producers, distributors and
affiliated stations are current matters of controversy. Other matters which
could affect the Company's broadcast properties include: technological
innovations, including development of standards for high definition television
production and broadcasting (HDTV) and digital audio broadcasting (DAB),
affecting the mass communications industry; regulations governing satellite-
to-home broadcasting; technical and allocations matters such as the allocation
of channels for additional radio and television broadcast stations, including
low-power and television translator stations, which could cause electrical
interference to and loss of audience and revenues for existing broadcast
stations; and the provision of MMDS services, and potentially LMDS, that may
provide television programming in competition with the Company's operations.
The Company cannot predict the outcome or effect of these various matters.
However, they could affect the Company's revenues and profits from
broadcasting, either adversely or favorably.
On December 4, 1992, the Cable Television Consumer Protection and
Competition Act of 1992 (the "Act") reregulating the cable industry became
effective. In addition to imposing regulation of rates charged to cable
subscribers, the new cable law imposes certain restrictions and obligations on
the carriage of television signals by cable operators. The signal carriage, or
"must carry," provisions of the Act require cable operators to carry the
signals of qualified local commercial and non-commercial television stations
and certain low power television stations. The Act also includes a
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retransmission consent provision that prohibits cable operators and other
multi-channel video programming providers from carrying broadcast station
signals without obtaining their consent in certain circumstances. Every three
years, television broadcasters must make a choice between whether to proceed
under the must carry rules or whether to waive that right to mandatory, but
uncompensated, carriage and instead negotiate a grant of retransmission
consent permitting the cable system to carry the station's signal, in most
cases in exchange for some form of consideration from the cable operator. A
challenge to the validity of the FCC's must carry rules currently is pending
before the United States Supreme Court. Federal courts of appeals previously
have declared former versions of must carry provisions to be unconstitutional.
The Act also codified the FCC's existing EEO regulations and reporting
forms used by television broadcast stations. In addition, pursuant to the
Act's requirements, the FCC has adopted new rules providing for a review of the
EEO performance of each television station at the mid-point in its license term
(in addition to a review at the time of renewal). Such a review will give the
FCC an opportunity to inform the licensee of any improvements in recruiting
practices that may be needed as a result of the review. See the discussion
under the caption "Broadcast Licenses" on page 6 above.
Pursuant to the United States FY 1994 Budget Reconciliation act, broadcast
stations (as well as other spectrum users) will be required to pay to the
federal government a fee for use of the broadcast spectrum. Fees will range
from $200 - $900 for radio stations and from $4,000 - $18,000 for television
stations. The FCC has announced that it will begin collecting the fees after
April 1, 1994, and is expected to begin a rulemaking proceeding soon to develop
regulations under which the fees will be assessed. Imposition of these fees
will not have a material effect on the Company.
NEWSPAPER PUBLISHING
The Company publishes paid circulation newspapers, both daily and non-
daily, as well as controlled distribution publications ("shoppers"). A listing
of the Company's newspaper and advertising publications owned as of March 1,
1994 and the communities in which they are published, is herein incorporated by
reference to information under the caption "Operating Units of Park
Communications, Inc." (pages 6-7) of the Company's 1993 Annual Report filed as
Exhibit 13.1 hereto.
Daily newspapers are published in 30 markets in 12 states, and Sunday
newspapers are published in 17 markets in 8 states. The Company's dailies are
the only dailies of general circulation published in each of their respective
cities or towns, which are generally areas of small or medium populations.
However, other dailies published in adjacent or nearby locations also are
generally circulated in some of these markets. Each daily newspaper maintains
separate news reporting and editorial staffs.
Non-daily newspapers are published one or more times per week. Non-
dailies are published in 29 markets in 8 states. Many of the markets where
non-dailies are published are too small to support a daily newspaper. In
almost all cases, such markets are close to cities where the Company publishes
daily newspapers.
Shoppers are generally distributed free, on a weekly basis. They contain
certain local and classified advertising with little originally produced news
or editorial comment. The Company publishes shoppers in many of the markets
where it also publishes daily or non-daily newspapers. Shoppers typically are
distributed to non-subscribers of a Company daily or non-daily newspaper and
allow the Company to cover an entire
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market with advertising contained in its publications.
In December, 1993, the Company sold 33 of its smaller publications in 13
communities in 9 states. Included were 11 dailies (4 with Sunday editions), 7
paid weeklies, 13 free-distribution shoppers and 2 monthlies. The dailies had
a combined circulation of 37,675, each with less than 6,000 paid circulation.
The sale of these publications will allow the Company to focus its resources on
larger publications.
The Company's daily and non-daily newspapers are published primarily for
home delivery and are generally sold by independent carriers and circulation
dealers. The Company's shoppers are distributed free of charge, by various
delivery methods, including third-class mail.
All publications are produced using photocomposition technology and
printed using an offset method. Automated text editing and classified
advertising systems are in operation at all of the newspapers.
The basic raw material of publishing operations is newsprint. The Company
purchases newsprint under contract with 18 suppliers in the United States and
Canada, the 5 largest of which provide approximately 93% of the tonnage used by
the Company. In accordance with the industry practice the Company's newsprint
contracts generally have one-year terms and provide for tonnage at prices
determined from time to time by the suppliers. The Company believes that its
newsprint sources of supply under existing arrangements are adequate and that
there are adequate alternative sources of supply.
Substantially all of the Company's publishing revenues are derived from
advertising and circulation.
Advertising rates and rate structures vary among the publications and are
based, among other things, on circulation and type of advertising (whether
classified, national or retail). Substantially all of the total publication
advertising revenues are derived from local retailers and classified
advertisers.
COMPETITION--NEWSPAPERS
While the Company's daily newspapers are the only daily newspapers of
general circulation published in their respective cities or towns, each of
these publications competes in varying degrees with other newspapers having a
regional or national circulation as well as with magazines, radio, television
and other advertising media. In addition, certain of the Company's daily
newspapers compete within their own markets with other daily newspapers of
general circulation published in adjacent or nearby cities and towns. There
are no local television stations in any of the Company's 30 daily newspaper
markets. Most of the Company's non-daily newspapers and shoppers also compete
with other advertising media in their respective markets.
EMPLOYEES
The Company currently employs approximately 2,140 full-time persons, of
whom 590 are in its television operations, 1,300 are in its newspaper
operations and 250 are in its radio operations. Two broadcasting operations
have a total of approximately 16 full-time employees represented by unions.
The Company has never experienced a strike or work stoppage, and believes it
has good relations with its employees.
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Item 2. Properties
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The Company uses equipment, buildings and land at each of the locations
listed under the caption "Operating Units of Park Communications, Inc." (pages
6-7) incorporated herein by reference to the Company's 1993 Annual Report filed
as Exhibit 13.1 hereto. See also the information under "Certain Transactions"
(page 15) of the Company's Proxy Statement dated March 30, 1994, incorporated
herein by reference (Exhibit 22.1 hereto). No one location's property is
material to the Company's overall operations.
The Company's television stations are located in offices and studio
buildings of typically 8,000 square feet. Eight are owned and one is under a
lease which expires in 1997. These stations transmit from antennas located on
towers ranging from 840 feet to 2,300 feet above average terrain. Of the nine
towers, the Company owns seven and leases two towers under leases expiring in
1997 and 2015.
The Company's radio stations are typically located in 3,000 to 4,000
square foot offices and studio buildings. Of its eleven radio locations, seven
are owned and four are leased under leases expiring in 1994, 1998, 1999 and
2001. Generally, the tower and antenna are located at a distance from the
office and studio, to obtain a height advantage. The Company's radio station
towers range from 150 feet to 2,000 feet above average terrain. Of 22 towers,
the Company owns 17 towers and leases five towers under leases expiring in
various years from 1994 through 2003.
The Company's daily newspaper operations are typically housed in 10,000
square foot, one-story buildings. Of the 30 daily newspaper buildings, 22 are
owned and 8 are leased under leases expiring in various years from 1996 through
2003. All of the Company's daily newspapers own their own printing presses,
with the exception of one daily newspaper, which leases its press.
The Company does not anticipate any material difficulties in renewing the
leases referred to above. The Company believes that its properties are
generally adequate for its operations, although opportunities to upgrade
facilities are continuously reviewed.
Item 3. Legal Proceedings
- -------------------------
As noted above under the caption "Broadcast Licenses", the Company's
Birmingham television station's application for renewal of license currently is
pending before the FCC awaiting disposition of petitions to deny filed by the
NAACP and/or NBMC alleging violation of the FCC's policies regarding hiring of
minorities. Management believes that the station's license ultimately will be
renewed, without a material adverse effect on the Registrant's results of
operations, financial condition, equity, liquidity and capital resources.
On January 31, 1994, the licenses held by Roy H. Park Broadcasting of
Washington, Inc. (a wholly owned subsidiary of the Company), to operate radio
stations KEZX-AM and KEZX-FM, Seattle, Washington, were renewed for a short
term period ending February 1, 1995, with the requirement that annual reports
be submitted relating to the station's Equal Employment Opportunity Program.
The NAACP filed with the FCC on January 2, 1991, a petition to deny the renewal
of the FCC licenses to operate KEZX-AM and KEZX-FM. The petition was part of
a filing initiated by the NAACP against Washington radio stations licensed to
the Company's subsidiary and to other entities.
-10-
<PAGE>
<PAGE> 11
The Company is not a party to any other lawsuit or proceeding, which in
the opinion of management, is likely to have a material adverse effect on the
Registrant's results of operations, financial condition, equity, liquidity and
capital resources.
Item 4. Submission of Matters to a Vote of Security Holders
- -----------------------------------------------------------
Not applicable.
Executive Officers of the Company
- ---------------------------------
Certain information concerning the Executive Officers of the company is
set forth below:
NAME AGE POSITION
- -------------------------------------------------------------------------------
Dorothy D. Park 81 Chairman of the Board of
Directors and Secretary
Wright M. Thomas 58 President, Chief Operating
Officer, Treasurer, Assistant
Secretary and Director
Jack E. Claiborne 62 Vice President - Assistant
to the Chairman
W. Randall Odil 51 Vice President - Television
Rick A. Prusator 41 Vice President - Radio
Robert J. Rossi 66 Vice President - Newspapers
Randel N. Stair 43 Vice President - Controller
and Assistant Secretary
Dorothy D. Park has been Chairman of the Board since November, 1993 and
has been Secretary of the Company and Director since 1971. Mrs. Park is also a
Director, President and Secretary of RHP Incorporated. See the information
under the caption "Certain Transactions" (page 15) herein incorporated by
reference to the Company's Proxy Statement filed as Exhibit 22.1 hereto.
Wright M. Thomas has been a Director since August, 1983 and has been with
the Company since 1974. He has been President and Chief Operating Officer of
the Company since July, 1987 and Treasurer and Assistant Secretary of the
Company since August, 1983. He was Executive Vice President of the Company
from April, 1986 to July, 1987. He was Senior Vice President - Finance of the
Company from July, 1979 to April, 1986, and was Vice President-Finance of the
Company from 1974-1979. Prior to that time, he was employed by INA Corporation
and Coopers & Lybrand. Mr. Thomas is also a Director, Vice President and
Assistant Secretary of RHP Incorporated. See the information under the caption
"Certain Transactions" (page 15) herein incorporated by reference to the
Company's Proxy Statement filed as Exhibit 22.1 hereto.
-11-
<PAGE>
<PAGE> 12
Jack E. Claiborne has been Vice President - Assistant to the Chairman
since October, 1990. Prior thereto, he was employed by The Charlotte Observer
since 1955, where he was the Associate Editor from 1972 to September, 1990.
From 1955 to 1972, he was employed in various editorial and reporting
positions.
W. Randall Odil has been Vice President - Television since October, 1986.
From February, 1982 to October, 1986, he was Vice President and General Manager
of the Company's WSLS-TV Station in Roanoke, Virginia. Prior thereto, he was
employed by WBKO-TV in Bowling Green, Kentucky for 20 years in various
positions, including Vice President - Sales/Station Manager from 1978 to
February, 1982.
Rick A. Prusator has been Vice President - Radio since August, 1991. From
August, 1989 to August, 1991 he was Vice President of Park Broadcasting -
Western Radio Division. He was Vice President and General Manager of the
Company's WNAX-AM Station in Yankton, South Dakota, from February, 1985 to
August, 1991. He was General Manager of KYNT/KKYA in Yankton, South Dakota,
from 1984 to February, 1985. Prior thereto, he was employed by Leighton
Enterprises, Inc from 1978 to December, 1983, and was its Vice President of
Iowa operations from 1981 to December, 1983.
Robert J. Rossi has been associated with the Company's newspaper
publishing business since 1974. He was Vice President - Newspapers from 1974
through 1978 and was a consultant to the Company from 1978 through October,
1983. In October, 1983 he became General Manager and Editor of the Company's
daily newspaper in Blytheville, Arkansas, and regional coordinator of the
Company's Central Newspaper Division. In January, 1986, he rejoined the
Company's central management group as Vice President - Newspapers.
Randel N. Stair has been Vice President - Controller of the Company since
1980, Assistant Secretary since August, 1983 and Vice President - Controller of
Park Newspapers, Inc., a subsidiary of the Company, since 1979. Prior thereto
he was associated with Multimedia, Inc., since 1974, most recently as Assistant
Corporate Controller.
PART II
Item 5. Market for the Registrant's Common Stock and Related Security Holder
- ----------------------------------------------------------------------------
Matters
- -------
The Company's Common Stock has traded in the over-the-counter market and
has been quoted on NASDAQ (symbol PARC) since its initial public offering in
October, 1983. On January 22, 1985, the Common Stock commenced trading in the
NASDAQ National Market System. The latest trading price of the Company's Common
Stock was $22 3/4 on March 28, 1994. The following table sets forth for the
periods indicated and as reported by NASDAQ, the high and low sale prices of
the Company's Common Stock in the NASDAQ National Market System.
-12-
<PAGE>
<PAGE> 13
Calendar Year High Low
- ---------------- -------------------------------
1993:
First Quarter............................ 20 1/4 17 1/4
Second Quarter........................... 20 1/2 18
Third Quarter............................ 20 18
Fourth Quarter........................... 24 19
1992:
First Quarter............................ 16 14
Second Quarter........................... 16 3/4 15
Third Quarter............................ 18 1/4 15 3/4
Fourth Quarter........................... 18 1/4 16 5/8
The Company has never declared or paid any dividends and has no present
intention of doing so. Declaration of dividends in the future will remain
within the discretion of the Company's Board of Directors, who will review such
dividend policy from time to time.
As of February 16, 1994, there were 522 holders of record of the Company's
Common Stock.
Item 6. Selected Financial Data
- -------------------------------
Incorporated herein by reference to the information under the caption
"Selected Financial Data" (page 13) of the Company's 1993 Annual Report filed
as Exhibit 13.1 hereto.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
- -------------------------------------------------------------------------------
of Operations
- -------------
Incorporated herein by reference to the information under the caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" (pages 14-15) of the Company's 1993 Annual Report filed as Exhibit
13.1 hereto.
Item 8. Financial Statements and Supplementary Data
- ---------------------------------------------------
Financial statements are incorporated herein by reference to pages 15-25
of the Company's 1993 Annual Report filed as Exhibit 13.1 hereto.
Supplementary data not applicable.
Item 9. Changes in and Disagreements with Accountants on Accounting and
- -----------------------------------------------------------------------
Financial Disclosure
- --------------------
Not Applicable.
-13-
<PAGE>
<PAGE> 14
PART III
Item 10. Directors and Executive Officers of the Registrant
- -----------------------------------------------------------
Incorporated herein by reference to the information under the caption
"Election of Directors" (pages 7-8) of the Company's Proxy Statement dated
March 30, 1994 (see Exhibit 22.1 hereto). The information regarding Executive
Officers is on pages 11 and 12 of this report.
Item 11. Executive Compensation
- -------------------------------
Incorporated herein by reference to the information under the captions
"Director's Meetings and Compensation" (page 10) and "Executive Compensation"
(pages 10-14) of the Company's Proxy Statement dated March 30, 1994 (see
Exhibit 22.1 hereto), except as provided below. The registrant specifically is
not required to and does not incorporate by reference the "Report of the
Compensation Committee of the Board of Directors" and "Five-Year Total
Stockholder Return" sections included in the Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management
- -----------------------------------------------------------------------
Incorporated herein by reference to the information under the captions
"Ownership by Certain Beneficial Owners of More Than 5% of Common Stock" (page
4) and "Common Stock Owned by Directors and Officers as of February 1, 1994"
(pages 5-6) of the Company's Proxy Statement dated March 30, 1994 (see Exhibit
22.1 hereto).
Item 13. Certain Relationships and Related Transactions
- -------------------------------------------------------
Incorporated herein by reference to the information under the caption
"Certain Transactions" (page 15) of the Company's Proxy Statement dated March
30, 1994 (see Exhibit 22.1 hereto).
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
- -------------------------------------------------------------------------
(a.) 1. Financial Statements and Report of Independent Auditors
incorporated herein by reference to the Company's 1993 Annual
Report filed as Exhibit 13.1 hereto.
Reference to Page
Number in
1993 Annual Report
---------------------
Report of Independent Auditors on the Financial
Statements 15
Consolidated Balance Sheets as of December 31,
1993 and 1992 16-17
Consolidated Statements of Income and Retained
Earnings for years ended December 31, 1993,
1992 and 1991 18
Consolidated Statements of Cash Flows
for years ended December 31, 1993,
1992 and 1991 19
Notes to Consolidated Financial Statements 20-25
-14-
<PAGE>
<PAGE> 15
2. Financial Statement Schedules Included
in this Annual Report on Form 10-K
I - Marketable securities - other investments as
of December 31, 1993
VIII - Valuation and qualifying accounts and reserves
for the years ended December 31, 1993, 1992
and 1991
X - Supplementary income statement information
for the years ended December 31, 1993, 1992
and 1991
All other schedules are inapplicable and, therefore, have been
omitted.
3. Exhibits
3.1 - Certificate of Incorporation as Amended, filed as Exhibit 3.1 of
the Company's Registration Statement on Form S-1 filed on
September 1, 1983, File No. 2-86258 and incorporated herein by
reference. Amendment to Certificate of Incorporation dated June
30, 1989 filed as Exhibit 4.1 of the Company's Registration
Statement on Form S-8 filed on March 29, 1993, File No.
33-60238 and incorporated herein by reference.
3.2 - By-laws dated October 13, 1971, filed as Exhibit 3.2 of the
Company's Registration Statement on Form S-1 on September 1,
1983, File No. 2-86258 and incorporated herein by reference.
4.1 - Certificate of Incorporation and By-laws (included in Exhibits
3.1 and 3.2), filed as Exhibit 4.1 of the Company's Registration
Statement on Form S-1 filed on September 1, 1983, File No.
2-86258 and incorporated herein by reference. Amendment to
Certificate of Incorporation dated June 30, 1989 (included in
Exhibit 3.1), filed as Exhibit 4.1 of the Company's Registration
Statement on Form S-8 filed on March 29, 1993, File No.
33-60238 and incorporated herein by reference.
4.2 - Form of Indenture, dated as of March 1, 1986, to Wachovia Bank
and Trust Company, N.A., Trustee, filed as Exhibit 4.2 of the
Company's Registration Statement on Form S-1 filed on February
26, 1986, File No. 33-3588 and incorporated herein by reference.
-15-
<PAGE>
<PAGE> 16
4.3 - Form of Debenture, filed as Exhibit 4.3 of the Company's
Registration Statement on Form S-1 (Amendment No. 1) filed on
March 4, 1986, File No. 33-3588 and incorporated herein by
reference.
4.4 - Specimen of Common Stock certificate, filed as Exhibit 4.4 of
the Company's Registration Statement on Form S-1 filed on
February 26, 1986, File No. 33-3588 and incorporated herein by
reference.
4.5 - The Company hereby agrees to file upon request of the Securities
and Exchange Commission a copy of all instruments, not otherwise
filed, with respect to long-term debt of the Company or any of
its subsidiaries for which the total amount of debt authorized
under such instrument does not exceed 10% of the total assets of
the Company and its subsidiaries on a consolidated basis.
10.1 - Television broadcasting network affiliation agreements and
consents to assignment to the Company or its subsidiaries of
such agreements listed below, filed as Exhibit 10.1 (a) through
(k) of the Company's Registration Statement on Form S-1 filed on
September 1, 1983, File No. 2-86258 and incorporated herein by
reference.
(a) Contract for Affiliation between WNCT-TV in Greenville,
NC and CBS
(b) Consent to Assignment of WNCT-TV Affiliation to Roy H.
Park Broadcasting, Inc.
(c) Contract for Affiliation between WDEF-TV in Chattanooga,
TN and CBS
(d) Consent to Assignment of WDEF-TV Affiliation to Roy H.
Park Broadcasting, Inc.
(e) Contract for Affiliation between WJHL-TV in Johnson
City, TN and CBS
(f) Consent to Assignment of WJHL-TV Affiliation to Roy H.
Park Broadcasting of the Tri-Cities, Inc.
(g) Contract for Affiliation between Havens & Martin, Inc.
in Richmond, VA and CBS
(h) Consent to Assignment for WTVR-TV Affiliation to Roy H.
Park Broadcasting of Virginia, Inc.
(i) Contract for Affiliation between WUTR-TV in Utica, NY
and ABC
-16-
<PAGE>
<PAGE> 17
(j) Contract for Affiliation between WSLS-TV in Roanoke, VA
and NBC
(k) Contract for Affiliation between WBMG-TV in Birmingham,
AL and CBS
10.2 - Television broadcasting network affiliation agreement and
consent to assignment to a subsidiary of the Company of such
agreement listed below, filed as Exhibit 10.2 (a) through (b) of
the Company's 1991 Annual Report on Form 10-K filed on March 13,
1992, File No. 0-12743 and incorporated herein by reference.
(a) Contract for affiliation between WTVQ-TV in
Lexington, KY and ABC
(b) Consent to assignment of WTVQ-TV affiliation to
Park Broadcasting of Kentucky, Inc.
10.3 - Television broadcasting network affiliation agreement and
consent to assignment to a subsidiary of the Company of such
agreement listed below.
(a) Contract for affiliation between KALB-TV in Alexandria,
LA. and NBC.
(b) Consent to assignment of KALB-TV affiliation to Park
Broadcasting of Louisiana, Inc.
10.4 - FCC television license renewal certificates listed below, filed
as Exhibit 10.3 (a) through (c) of the Company's 1992 Annual
Report on Form 10-K filed on March 25, 1993, File No. 0-12743
and incorporated herein by reference.
(a) WJHL-TV
(b) WDEF-TV
(c) WTVQ-TV
10.5 - FCC radio license renewal certificates listed below, filed as
exhibit 10.11 (a) through (d) of the company's 1988 Annual
Report on Form 10-K filed on March 28, 1989, File No. 0-12743
and incorporated herein by reference.
(a) WTVR-AM
(b) WTVR-FM
(c) WNCT-AM
(d) WNCT-FM
-17-
<PAGE>
<PAGE> 18
10.6 - FCC television license renewal certificate listed below, filed
as exhibit 10.11 (a) of the Company's 1989 Annual Report on Form
10-K filed on March 29, 1990, File No. 0-12743 and incorporated
herein by reference.
(a) WUTR-TV
10.7 - FCC radio license renewal certificates listed below, filed as
exhibit 10.12 (a) through (d) of the Company's 1989 Annual
Report on Form 10-K filed on March 29, 1990, File No. 0-12743
and incorporated herein by reference.
(a) WDEF-AM
(b) WDEF-FM
(c) KWLO-AM
(d) KFMW-FM
10.8 - FCC radio license renewal certificates listed below, filed as
exhibit 10.10 (a) through (e) of the Company's 1990 Annual
Report on Form 10-K filed on March 26, 1991, File No. 0-12743
and incorporated herein by reference.
(a) KJJO-AM (formerly KZOW-AM)
(b) KJJO-FM
(c) KWJJ-AM
(d) KWJJ-FM
(e) WNAX-AM
10.9 - FCC radio license renewal certificates listed below, filed as
Exhibit 10.9 (a) through (d) of the Company's 1991 Annual Report
on Form 10-K filed on March 13, 1992, File No. 0-12743 and
incorporated herein by reference.
(a) WHEN-AM
(b) WHEN-FM (formerly WRHP-FM)
(c) WPAT-AM
(d) WPAT-FM
-18-
<PAGE>
<PAGE> 19
10.10 - FCC television license renewal certificates listed below, filed
as Exhibit 10.10 (a) through (c) of the Company's 1991 Annual
Report on Form 10-K filed on March 13, 1992, File No. 0-12743
and incorporated herein by reference.
(a) WNCT-TV
(b) WTVR-TV
(c) WSLS-TV
10.11 - FCC radio license renewal certificate listed below, filed as
Exhibit 10.11 (a) of the Company's 1991 Annual Report on Form
10-K filed on March 13, 1992, File No. 0-12743 and incorporated
herein by reference.
(a) WNAX-FM (Formerly WQHG-FM and KBCM-FM)
10.12 - FCC authorization to operate television station WBMG-TV,
Birmingham, Alabama, beyond the license expiration date pending
final determination on license renewal application received by
the FCC on November 26, 1991, filed as Exhibit 10.12 (a) of the
Company's 1992 Annual Report on Form 10-K filed on March 25,
1993, File No. 0-12743 and incorporated herein by reference.
(a) WBMG-TV
10.13 - FCC television license renewal and consent to assignment.
(a) KALB-TV
10.14 - FCC radio license renewal certificates.
(a) KEZX-AM
(b) KEZX-FM
10.15 - FCC radio license renewal certificates and consents to
assignment.
(a) WNLS-AM (formerly WYYN-AM)
(b) WTNT-FM
10.16 - Lease between East Carolina Tower, Inc. and WNCT-TV, dated
September 20, 1991 listed below, filed as Exhibit 10.13 of the
Company's 1991 Annual Report on Form 10-K filed on March 13,
1992, File No. 0-12743 and incorporated herein by reference.
10.17 - Lease between East Carolina Tower, Inc. and WNCT-FM, dated
January 1, 1982, filed as Exhibit 10.6 of the Company's
Registration Statement on Form S-1 filed on September 1, 1983.
File No. 2-86258 and incorporated herein by reference.
-19-
<PAGE>
<PAGE> 20
10.18 - Contingent retirement arrangement with W.M. Thomas, filed as
Exhibit 10.10 of the Company's Registration Statement on Form
S-1 filed on September 1, 1983, File No. 2-86258 and incor-
porated herein by reference.
10.19 - FCC consent to transfer control from Roy H. Park to Dorothy
D. Park, Personal Representative of the Estate of Roy H. Park.
13.1 - The information under the captions "Operating Units of Park
Communications, Inc." (pages 6-7), "Selected Financial Data"
(page 13), "Management's Discussion and Analysis of Financial
Condition and Results of Operations" (pages 14-15) and the
financial statements (pages 15 - 25) in the Company's 1993
Annual Report.
21.1 - List of subsidiaries of the Company.
22.1 - The Company's Proxy Statement dated March 30, 1994, filed on
March 31, 1994, and incorporated herein by reference. The
Registrant specifically is not required to and does not
incorporate by reference the "Report of the Compensation
Committee of the Board of Directors" and "Five-Year Total
Stockholder Return" sections included in the Proxy Statement.
23.1 - Consents of Independent Auditors.
(b) During the quarter ended December 31, 1993, the Registrant filed a
Current Report on Form 8-K dated December 10, 1993 reporting Change of
Control from Roy H. Park, who was the Chairman of the Board of the
Registrant, and owner of approximately 89.67% of Registrants
outstanding Common Stock, and who died on October 25, 1993, to Mr.
Park's widow, Dorothy D. Park, as Personal Representative of Mr. Park's
estate. At a meeting of the Registrant's board of directors on
November 12, 1993, Dorothy D. Park was elected Chairman of the Board
of the Registrant.
-20-
<PAGE>
<PAGE> 21
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
PARK COMMUNICATIONS, INC.
Date: March 31, 1994 /s/ Dorothy D. Park
-------------------- -------------------------------
Dorothy D. Park
Chairman of the Board of
Directors and Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
- ----------------------- ---------------------------------- --------------
/s/Dorothy D. Park Chairman of the Board March 31, 1994
- ----------------------- and Secretary
Dorothy D. Park
Director March 31, 1994
- -----------------------
Harry F. Byrd, Jr.
Director March 31, 1994
- -----------------------
J. Markham Green
/s/John F. McNair III Director March 31, 1994
- -----------------------
John F. McNair III
/s/Wright M. Thomas President, Chief Operating March 31, 1994
- ----------------------- Officer, Treasurer,
Wright M. Thomas Assistant Secretary and
Director (Principal Financial
Officer)
/s/Roy H. Park, Jr. Director March 31, 1994
- -----------------------
Roy H. Park, Jr.
/s/Randel N. Stair Vice President - Controller March 31, 1994
- ----------------------- and Assistant Secretary
Randel N. Stair (Principal Accounting Officer)
-21-
<PAGE>
<PAGE> INDEX
EXHIBIT INDEX
Exhibit
-------
(a) Exhibits
10.3 - Television broadcasting network affiliation agreement and
consent to assignment to a subsidiary of the Company of such
agreement listed below.
(a) Contract for affiliation between KALB-TV in Alexandria,
LA. and NBC.
(b) Consent to assignment of KALB-TV affiliation to Park
Broadcasting of Louisiana, Inc.
10.13 - FCC television license renewal and consent to assignment.
(a) KALB-TV.
10.14 - FCC radio license renewal certificates.
(a) KEZX-AM
(b) KEZX-FM
10.15 - FCC radio license renewal Certificates and Consents to
assignment.
(a) WNLS-AM (formerly WYYN-AM)
(b) WTNT-FM
10.19 - FCC consent to transfer control from Roy H. Park to Dorothy D.
Park, Personal Representative of the Estate of Roy H. Park.
13.1 - The information under the captions "Operating Units of Park
Communications, Inc." (pages 6-7), "Selected Financial Data" (page
13), "Management's Discussion and Analysis of Financial Condition
and Results of Operations" (pages 14-15) and the financial
statements (pages 15 - 25) in the Company's 1993 Annual Report.
21.1 - List of subsidiaries of the Company.
23.1 - Consents of Independent Auditors.
(b) Financial Statement Schedules
Schedule I - Marketable securities - other investments
Schedule VIII - Valuation of qualifying accounts and reserves
Schedule X - Supplementary income statement information
Exhibit 10.3 (a)
- ----------------
30 Rockefeller Plaza A Division of
New York, NY 10112 National Broadcasting
212-664-4444 Company, Inc.
[NBC LOGO] NBC
TV NETWORK
March 29, 1990
Lanford Telecasting Company, Inc.
Alexandria, Louisiana
RE: KALB-TV
Gentlemen:
The following shall comprise the agreement between us for the affiliation of
your television broadcasting station KALB-TV (herein called "Station") with the
NBC Television Network and shall supersede and replace our prior agreement dated
January 1, 1981.
1. NBC will offer to the station via satellite for television broadcasting a
variety of NBC Television Network Programs. Station's acceptance of NBC
Television Network programs does not contemplate, without the Station's prior
written approval, the incidental use by NBC of the Vertical Blanking Interval
("VBI") of the Station's standard television signal for non-broadcast or
ancillary transmissions or signals.
2. You shall have the right of first refusal good for 72 hours as against (a)
any other television station located in the same community as the Station, or
(b) television program transmission service, including but not limited to
community antennae television system, subscription television service,
multipoint distribution systems, and satellite transmission, furnishing a
television signal to the same community as the Station, upon the NBC Television
Network programs referred to in Paragraph 1, except that NBC may make available
to any other station or television program transmission service, programs which
NBC may be legally required to make available other than through an affiliation
agreement, or other special programs of overriding public importance.
-1-
A/bc<PAGE>
[NBC LOGO]
3. Where, in the opinion of NBC, it is impractical or undesirable to furnish a
program over interconnection facilities, NBC will deliver the program to the
Station in the form of film or other recorded version, postage prepaid, in
sufficient time for Station to broadcast the program at the time scheduled.
Station agrees to comply with all NBC instructions concerning the disposition to
be made of each such recording or copy received by station hereunder. NBC
reserves the right to discontinue, upon twenty-four (24) hours notice to
Station, any arrangements with the Station with respect to any or all delayed
broadcasts of television programs.
4. With respect to programs offered or already contracted for pursuant to this
affiliation contract, nothing herein contained shall prevent or hinder:
(a) The Station from:
(i) rejecting or refusing network programs which the Station reasonably
believes to be unsatisfactory or unsuitable or contrary to the public
interest, or
(ii) substituting a program which, in the Stations's opinion, is of greater
local or national importance, or
(b) NBC From:
(i) substituting one or more network sponsored or sustaining programs in
which event NBC shall offer such substituted program or programs to
Station in accordance with the provisions of Paragraph 2 hereof, or
(ii) cancelling one or more network programs.
(c) If either party hereto shall take any action, specified in subparagraphs
(a) or (b) above, such party shall exercise its best efforts to give the other
party at least three (3) weeks prior written notice thereof.
(d) No compensation will be paid for a cancelled program or a substituted
program unless the substituted program is commercially sponsored in which event
the compensation calculated pursuant to provision 5 shall be applicable.
-2-
A/a<PAGE>
[NBC LOGO]
5. (a) We will pay you within a reasonable period of time after the close of
each month for broadcasting each network sponsored program or portion thereof
hereunder, except those specified in paragraph (b) hereof, which is broadcast
over your station during the live timer period* therefore, the amount resulting
from multiplying the following:
(i) Your network station rate, which is $1020 by
(ii) The percentage set forth in the compensation matrix table attached
hereto opposite such applicable time period; by
(iii)The fraction of an hour substantially occupied by such program or
portion thereof; by
(iv) The fraction of the aggregate length of all commercial
availabilities** during such program or portion thereof occupied by
network commercial announcements.***
- --------------------------------------
* Live time period, as used herein, means the time period or periods as
specified by us in our initial offer of a network program for the broadcast of
such program over your station.
** Commercial availability, as used herein, means a period of time made
available by us during a network sponsored program for one or more network
commercial announcements or local cooperative commercial announcements which
are not part of the regular format of a network sponsored program.
*** Network commercial announcements, as used herein, means a commercial
announcement broadcast over your station during a commercial availability and
paid for by or on behalf of one or more of our network advertisers, not
including, however, announcements consisting of billboards, credits, public
service announcements, promotional announcements and announcements required by
law.
-3-
A/a<PAGE>
[NBC LOGO]
For each network sponsored program or portion thereof, except those specified in
paragraph (b) hereof, which is broadcast by your station during a time period
other than the live time period thereof, we will pay you as if your station had
broadcast such program or portion thereof during such live time period, except
that if the percentage set forth above opposite the time period during which
your station broadcast such program or portion thereof is less than that set
forth opposite such live time period, then we will pay you on the basis of the
time period during which your station broadcast such program or portion thereof.
(b) We will pay you such amounts as we and you shall agree upon prior to the
expiration of the applicable periods of time for program acceptance, as set
forth in this affiliation agreement, for all network sponsored programs
broadcast by your station consisting of:
(i) Sports programs;
(ii) Special events programs, and
(iii)Programs for which we specified a live time period which time period
straddles any of the time period categories in the table above.
(c) From the amounts otherwise payable to broadcaster hereunder, there shall be
deducted, for each week of the term of this agreement a sum equal to (217%) of
affiliated station's network rate (which computation shall be made on a monthly
basis with 4.2857 weeks being the agreed upon number of weeks per month). Other
deductions will be made for additional services such as, but not limited to,
Skycom News, as well as a sum equal to the total of whatever fees, if any, have
been agreed upon by NBC and broadcaster with respect to local cooperative
commercial announcements broadcast therein.
(d) In lieu of other compensation arrangements the first and third half-hours
of the TODAY program will be reserved for sale by the station without any
cooperative program charge; and the second and forth half hours of such program
will be reserved for network sale by NBC without payment of compensation for
such sale. The station will retain the proceeds from any sales which it makes
in the first and third half-hours. NBC will retain the proceeds from any sales
which it makes in the second and fourth half hours.
-4-
A/a<PAGE>
[NBC LOGO]
(e) Compensation for a program which was interrupted may be adjusted.
(f) NBC reserves the right to change at any time the Network Station Rate of
the station. If NBC increases the Network Station Rate, such increased rate
shall be used in computing the compensation due you on business actually sold by
NBC at such increased rate. If NBC decreases the Network Station Rate, and if
such decrease is part of a general rate revision on the NBC Television Network,
such decreased rate shall be used in computing the compensation due you provided
NBC has given you at least ninety (90) days' written notice of its intention so
to decrease such rate.
In the event of such decrease you may terminate this agreement as of the
effective date of such decrease by giving NBC written notice within thirty (30)
days after the receipt of NBC's notice to you of such reduction; provided,
however, you shall not be entitled to terminate this agreement pursuant to this
provision if the general rate decrease is attributable to substantially adverse
increase(s) in the network's music performance rights payment.
6. From time to time NBC will offer to Station commercial positions within
network programs available for local sale. If Station sells any such positions,
it will pay NBC the cooperative program charges quoted Station in NBC's offer of
the positions.
7. You shall not be obligated to continue to broadcast nor shall NBC be
obligated to continue to furnish, subsequent to the termination of this
agreements, any programs which NBC may have offered and which you may have
accepted during the term hereof.
8. Your broadcast of NBC Television Network programs hereunder shall be
subject to the following terms and conditions:
(a) you will not without NBC's prior written authorization make any deletions
from or additions to any program furnished to you hereunder, or broadcast any
commercial or other announcements during any such program.
For purposes of identification of Station with NBC programs, and until written
notice to the contrary is given by NBC, Station may superimpose on various NBC
entertainment programs, where designated by NBC, a single line of type, not to
exceed 50 video lines in height
-5-
A/a<PAGE>
[NBC LOGO]
and situated in the lower eighth raster of the video screen which single line
shall include (and be limited to) Station call letters, home market, channel
number, and the NBC logo. No other addition to any NBC entertainment program is
contemplated by this consent, and the authorization contained herein
specifically excludes and prohibits any addition whatsoever to News and Sports
programs.
(b) You will not without NBC's prior written authorization sell for commercial
sponsorship the NBC Television Network unsponsored programs, or unordered
portions of sponsored programs which we furnish to the Station hereunder.
(c) You will not delete any NBC Television Network identification, program
promotional or production credit announcement within a Network program period,
including any such announcement at the conclusion of an NBC Television Network
program, except for announcements promoting a network program which is not to be
broadcast by the Station. For any such deleted promotional announcements you
shall substitute only other NBC Television Network or Station program
promotional or public service announcements.
(d) You will not broadcast any NBC Television Network sponsored program unless
such program is offered by us to the Station and is accepted by you with notice
to us.
(e) The placement and duration of station-break periods provided for locally
originated announcements between NBC Television Network programs, or segments
thereof, shall be designated by NBC. The Station will broadcast each program
which it has accepted from the commencement of network origination until the
commencement of the terminal station break.
(f) Nothing herein contained shall limit the rights of the Station under
Paragraph 4 hereof.
9. All NBC Television Network programs offered to station pursuant to this
affiliation agreement, shall be furnished to Station with all music performance
rights necessary for broadcast by Station included. Station will have no
responsibility for obtaining such rights for ASCAP, BMI or other music licensing
societies insofar as the said network programs include, but are not limited to,
programs and promotional material, commercials and public service announcements.
-6-
A/a<PAGE>
[NBC LOGO]
10. (a) Neither you nor NBC shall incur any liability hereunder because of
NBC's failure to deliver or the failure of the Station to broadcast any or all
programs due to failure of facilities, labor disputes, government regulations or
causes beyond the control of the party so failing to deliver or to broadcast.
Without limiting generality of the foregoing, NBC's failure to deliver a program
for the following reasons shall be deemed to be for causes beyond our control:
cancellation of a program because of the death or illness of a star or principal
performer thereon or because of such person's failure to conduct himself with
due regard to social conventions and public morals and decency or such person's
commission of any act or involvement in any situation or occurrence tending to
degrade him in society or bringing him into public disrepute, contempt, scandal
or ridicule, or tending to shock, insult or offend the community or which tends
to reflect unfavorably upon NBC or the program sponsor.
(b) NBC agrees to indemnify, defend and hold Station harmless against and from
all claims, damages, liabilities, costs and expenses arising out of the use or
exercise by Station, under this agreement, of any Network Program or other
material furnished by NBC hereunder, provided that Station promptly notifies NBC
of any claim or litigation to which this indemnity shall apply, and that Station
cooperates fully with NBC in the defense or settlement of such claim or
litigation. Similarly, Station agrees to indemnify, defend and hold NBC
harmless with respect to material furnished, added or deleted by Station. This
indemnity shall not apply to litigation expense, including attorneys' fees,
which the indemnified party elects to incur on its own behalf. Except as
otherwise provided herein, neither Station nor NBC shall have any rights against
the other for claims by third persons, or for the non-operation of facilities or
the non-furnishing is due to failure of equipment, actions or claims by any
third person, labor disputes, or any cause beyond such party's reasonable
control.
11. You will submit to NBC in writing, upon forms provided by NBC such reports
as NBC may request covering the broadcast by the Station of NBC Television
Network programs furnished to you hereunder.
-7-
A/a<PAGE>
[NBC LOGO]
12. NBC shall have the right to terminate this Agreement upon thirty (30) days'
written notice to you in the event that Station becomes substantially less
valuable to NBC as a network outlet than it is at the time of execution of this
Agreement by you as a result of a material change by Station affecting the
transmitter location, power, frequency, or hours or mode of operation of
Station.
13. If any application is made to the Federal Communications Commission (FCC)
concerning a transfer of any interest in the Station licensee or of the
Station's license, you shall notify us forthwith. Unless the transfer is one
provided for by Section 73.3540(f) of the FCC's current rules and regulations,
we shall have the right to terminate this Agreement effective as of the
effective date of any such transfer by giving you notice thereof within twenty
(20) days after the date on which you give us notice of the making of such
application. If NBC does not terminate this Agreement, it shall be deemed to
have been fully assigned to any transferee of Station's license and such
transferee will assume and perform all of the obligations and duties contained
in this agreement on and after the effective date of transfer.
14. You agree that you will not authorize, cause, or permit without NBC's
consent any television program, motion picture film, recording or other material
furnished to you hereunder to be recorded, duplicated, rebroadcast or otherwise
transmitted or used for any purpose other than broadcasting by the Station as
provided herein. Notwithstanding the foregoing, Station will not be restricted
in the exercise of its signal carriage and program exclusivity rights pursuant
to any applicable rule and regulation of the Federal Communications Commission,
with respect to NBC programs, provided, however, that any such exercise pursuant
to FCC rules with respect to NBC programs shall not be deemed to constitute a
license by NBC. NBC reserves the right to restrict such signal carriage with
respect to NBC programs in the event of a change in applicable law.
15. This constitutes the entire agreement between you and us, all prior
understandings being merged herein, except for the most recent amendment with
respect to network nonduplication protection, FCC Rules Section 76.92. All
questions with respect to this agreement shall be determined in accordance with
the internal laws of the State of New York. This agreement may not be changed,
modified, renewed, extended or discharged, except as specifically provided
herein or by an agreement in writing signed by the parties hereto.
-8-
A/a<PAGE>
[NBC LOGO]
16. Any notices hereunder shall be in writing and shall be given by post-paid
mail or prepaid telegram addressed to the respective address stated on the first
page of this agreement or at such other address as may be specified in writing
by the party to whom the notice is given. When a notice is given by mail or by
telegram the date of mailing or the date of delivery to the telegraph office
shall be deemed the date of giving notice.
17. A waiver by either of us a breach of any provision of this agreement shall
not be deemed to constitute a waiver of any preceding or subsequent breach of
the same provision or any other provision.
18. This agreement shall become effective at 3:00 AM, New York City time on the
29th day of September, 1990 and, unless sooner terminated as provided in this
Agreement, it shall remain in effect for a period of two years thereafter. It
shall then be renewed on the same terms and conditions for a further period of
two years and so on for successive further periods of two years each, unless and
until either party shall, at least 180 days prior to the expiration of the then
current term, give the other party written notice that it does not desire to
have the contract renewed for a further period. Provided further that either
party shall have the right to terminate the term of this Agreement effective at
any time by giving notice of such termination to the other party at least twelve
months prior to the effective date of termination specified therein.
If this is in accordance with your understanding, will you please indicate your
acceptance on the copy of this letter enclosed for that purpose and return that
copy to NBC.
Very Truly Yours,
National Broadcasting Company, Inc.
By /s/John Damiano
-------------------------
Agreed:
Lanford Telecasting Company, Inc.
BY /s/Les Golman
--------------------
VP/GM
-9-
Al/c
0026
<PAGE>
[NBC LOGO]
9/29/90
KALB- TV, Alexandria, Louisiana
COMPENSATION MATRIX
(NETWORK STATION RATE __________ x HOURS CARRIED X % BELOW)
MON - SUN 6 PM - 11PM* 30%
- ----------------------------------------------------------------------------
MON - SUN 5 PM - 6 PM* 15%
11 PM - 1 AM
SAT - SUN 4 PM - 5 PM
- ----------------------------------------------------------------------------
MON - FRI 9 AM - 5 PM 11.18%
- ----------------------------------------------------------------------------
SUN 7 AM - 4 PM 10.5%
SAT 2 PM - 4 PM
- ----------------------------------------------------------------------------
SAT 7 AM - 2 PM 7.88%
- ----------------------------------------------------------------------------
NIGHTLY NEWS MON - SUN 10%
- ----------------------------------------------------------------------------
TONIGHT SHOW MON - SUN 7.5%
- ----------------------------------------------------------------------------
LETTERMAN 5.25%
- ----------------------------------------------------------------------------
FRIDAY NIGHT VIDEOS 4.75%
- ----------------------------------------------------------------------------
LATER WITH BOB COSTAS 4.00%
- ----------------------------------------------------------------------------
SAT NITE LIVE 6.67%
- ----------------------------------------------------------------------------
* EXCLUDING NIGHTLY NEWS
All times above are expressed in terms of your station's then current local
time.
A/ae<PAGE>
Exhibit 10.3 (b)
- ----------------
30 Rockefeller Plaza
New York, NY 10112
212-664-4444
National Broadcasting
Company, Inc.
[NBC LOGO] NBC
TV Network
September 14, 1993
Park Broadcasting of Louisiana, Inc.
Alexandria, Louisiana
RE: KALB - TV
Gentlemen:
The National Broadcasting Company, Inc. hereby consents to the assignment of all
right, title and interest of Lanford Telecasting Company, Inc. in the television
agreement dated March 29, 1990 as supplemented and amended, between the National
Broadcasting Company, Inc. and Lanford Telecasting Company, Inc. to Park
Broadcasting of Louisiana, Inc., subject to the assumption by Park Broadcasting
of Louisiana, Inc. of all liabilities under said agreement.
The National Broadcasting Company, Inc. agrees that subsequent to approval by
the Federal Communications Commission, and effective upon consummation of the
acquisition and assignment to Park Broadcasting of Louisiana, Inc. of the KALB-
TV license, Park Broadcasting of Louisiana, Inc. shall be substituted for
Lanford Telecasting Company, Inc. and shall be deemed the party to the aforesaid
agreement.
If the foregoing meets with your approval, would you be good enough to sign both
copies of this letter and return one of them to us.
Very truly yours,
NATIONAL BROADCASTING COMPANY, INC.
By Carl Schweinler
-------------------
(Carl Schweinler)
AGREED:
PARK BROADCASTING OF LOUISIANA, INC.
/s/Wright M. Thomas
By: ------------------------------
EXHIBIT 10.13(a)
- ----------------
FEDERAL COMMUNICATIONS
COMMISSION
WASHINGTON, D.C. 20554
- ------------------
OFFICIAL BUSINESS
PENALTY FOR PRIVATE USE $300
[POSTAGE STAMP]
POSTAGE AND FEES PAID
FEDERAL COMMUNICATIONS
COMMISSION
FCC 615
LANFORD TELECASTING COMPANY, INC.
KALB - TV STATION
601 WASHINGTON STREET
ALEXANDRIA, LA 71301
LICENSE RENEWAL AUTHORIZATION
- -----------------------------
THIS IS TO NOTIFY YOU THAT YOUR
APPLICATION FOR RENEWAL OF LICENSE
WAS GRANTED ON 05-28-92 FOR A TERM
EXPIRING OF 06-01-97.
CHANNEL: CHAN-5
THIS IS YOUR LICENSE RENEWAL
AUTHORIZATION FOR STATION KALB-TV.
LOCATION: ALEXANDRIA, LA
THIS ALSO IS THE RENEWAL CERTIFICATE
FOR YOUR CURRENTLY AUTHORIZED
AUXILIARY SERVICES.
THIS CARD MUST BE POSTED WITH THE
STATION'S LICENSE CERTIFICATE AND ANY
SUBSEQUENT MODIFICATIONS.
ORIGINAL
FCC 372 (7/87) NOTIFICATION<PAGE>
FEDERAL COMMUNICATIONS
COMMISSION
WASHINGTON, D.C. 20554
- ---------------------
OFFICIAL BUSINESS
PENALTY FOR PRIVATE USE $300
[POSTAGE STAMP]
POSTAGE AND FEES PAID
FEDERAL COMMUNICATIONS
COMMISSION
FCC 615
LANFORD TELECASTING COMPANY, INC.
KALB - TV TV STATION
601 WASHINGTON STREET
ALEXANDRIA, LA 71301
THIS IS TO NOTIFY YOU THAT YOUR
APPLICATION FOR
ASSIGNMENT OF
LICENSE
WAS GRANTED ON 09/17/93.
CHANNEL: CHAN-5
LOCATION: ALEXANDRIA, LA
YOUR AUTHORIZATION WILL BE ISSUED IN
THE NEAR FUTURE. POST THIS CARD
PENDING ITS RECEIPT.
ALL INQUIRIES CONCERNING THIS
APPLICATION SHOULD REFER TO
FILE NUMBER BALOT - 930803KE.
ORIGINAL
J.D.MC
FCC 372 (7/87) NOTIFICATION
EXHIBIT 10.14 (a)
- ------------------
FEDERAL COMMUNICATIONS
COMMISSION
WASHINGTON, D.C. 20554
- ------------------------
OFFICIAL BUSINESS
PENALTY FOR PRIVATE USE $300
[POSTAGE STAMP]
POSTAGE AND FEES PAID
FEDERAL COMMUNICATIONS
COMMISSION
FCC 615
ROY H. PARK B/C OF WASHINGTON, INC.
KEZX AM STATION
2615 4TH AVENUE, STE 150
SEATTLE, WA 98121
LICENSE RENEWAL AUTHORIZATION
- -----------------------------
THIS IS TO NOTIFY YOU THAT YOUR
APPLICATION FOR RENEWAL OF LICENSE
WAS GRANTED ON 01-31-94 FOR A TERM
EXPIRING ON 02-01-95. SHORT TERM
SUBJECT GRANTED TO THE EEO REPORTING CONDITIONS SPECIFIED ON THE
ATTACHED AUTHORIZATION.
FREQUENCY: 1150 KHZ
THIS IS YOUR LICENSE RENEWAL
AUTHORIZATION FOR STATION KEZX.
LOCATION: SEATTLE, WA
THIS ALSO IS THE RENEWAL CERTIFICATE
FOR YOUR CURRENTLY AUTHORIZED
AUXILIARY SERVICES.
THIS CARD MUST BE POSTED WITH THE
STATION'S LICENSE CERTIFICATE AND ANY
SUBSEQUENT MODIFICATIONS.
FCC 372 (7/87) NOTIFICATION
<PAGE>
Exhibit 10.14(b)
- ------------------
FEDERAL COMMUNICATIONS
COMMISSION
WASHINGTON, D.C. 20554
- -----------------------
OFFICIAL BUSINESS
PENALTY FOR PRIVATE USE $300
[POSTAGE STAMP]
POSTAGE AND FEES PAID
FEDERAL COMMUNICATIONS
COMMISSION
FCC 615
ROY H. PARK BROADCASTING OF WASH
KEZX - FM FM STATION
3876 BRIDGE WAY NORTH
SEATTLE, WA 98103
LICENSE RENEWAL AUTHORIZATION
- --------------------------------
THIS IS TO NOTIFY YOU THAT YOUR
APPLICATION FOR RENEWAL OF LICENSE
WAS GRANTED ON 01-31-94 FOR A TERM
EXPIRING ON 02-01-95. (SHORT TERM) SUBJECT GRANTED TO THE EEO
REPORTING CONDITIONS SPECIFIED ON THE ATTACHED AUTHORIZATION.
THIS IS YOUR LICENSE RENEWAL
AUTHORIZATION FOR STATION KEZX - FM.
LOCATION: SEATTLE, WA
THIS ALSO IS THE RENEWAL CERTIFICATE
FOR YOUR CURRENTLY AUTHORIZED
AUXILIARY SERVICES.
THIS CARD MUST BE POSTED WITH THE
STATION'S LICENSE CERTIFICATE AND ANY
SUBSEQUENT MODIFICATIONS.
FCC 372 (7/87) NOTIFICATION
EXHIBIT 10.15 (a)
- ---------------------
FEDERAL COMMUNICATIONS
COMMISSION
WASHINGTON, D.C. 20554
- ---------------------------
OFFICIAL BUSINESS
PENALTY FOR PRIVATE USE $300
[POSTAGE STAMP]
POSTAGE AND FEES PAID
FEDERAL COMMUNICATIONS
COMMISSION
FCC 615
PALMER COMMUNICATIONS INCORPORATED
WYYN AM STATION
C/O 12800 UNIVERSITY DRIVE
FT. MYERS, FL 33907
LICENSE RENEWAL AUTHORIZATION
- -----------------------------
THIS IS TO NOTIFY YOU THAT YOUR
APPLICATION FOR RENEWAL OF LICENSE
WAS GRANTED ON 08-20-90 FOR A TERM
EXPIRING ON 02-01-96. GRANT SUBJECT TO EEO
REPORTING CONDITIONS SPECIFIED ON THE ATTACHED
AUTHORIZATION.
FREQUENCY: 1270 KHZ
THIS IS YOUR LICENSE RENEWAL
AUTHORIZATION FOR STATION WYYN.
LOCATION: TALLAHASSEE, FL
THIS ALSO IS THE RENEWAL CERTIFICATE
FOR YOUR CURRENTLY AUTHORIZED
AUXILIARY SERVICES.
THIS CARD MUST BE POSTED WITH THE
STATION'S LICENSE CERTIFICATE AND ANY
SUBSEQUENT MODIFICATIONS.
FCC 372 (7/87) NOTIFICATION<PAGE>
UNITED STATES OF AMERICA
FEDERAL COMMUNICATIONS COMMISSION
WASHINGTON, DC 20554
File No (s): BAL-920702GS
BALH-920702GT
Class of station(s): AM, FM
From: Arso Radio Corporation
To: Park Broadcasting of Florida, Inc.
[X] Consent to assignment:
Whereby
of
Control by
is affected
Licensee/Permittee:
(for transfer only):
Call sign(s) Station Location(s) Auxiliary Station(s) (for assignments only)
- ------------ ------------------- -------------------------------------------
WNLS Tallahassee, FL All Currently Authorized
WTNT Tallahassee, FL Auxiliary Services
Under authority of the Communications Act of 1934, as amended, the consent
of the Federal Communications Commission is hereby granted to the transaction
indicated above.
The Commission's consent to the above is based on the representations made
by the applicants that the statements contained in, or made in connection with,
the application are true and that the undertakings of the parties upon which
this transaction is authorized will be carried out in good faith.
The actual consummation of voluntary transactions shall be completed within
60 days from the date hereof, and notice in letter form thereof shall promptly
be furnished the Commission by the buyer showing the date the acts necessary to
effect the transaction were completed. Upon furnishing the Commission with such
written notice, this transaction will be considered completed for all purposes
related to the above described station(s).
FCC Form 323, Ownership Report, must be filed within 30 days after
consummation, by the license/permittee or assignee.
ADDITIONAL REQUIREMENTS FOR ASSIGNMENTS ONLY:
Upon consummation the assignor must deliver the permit/license, including
any modifications thereof to the assignee.
It is hereby directed that, upon consummation, a copy of this consent be
posted with the station authorization(s) as required by the Commission's Rules
and Regulations.
The assignee is not authorized to construct nor operate said station(s)
unless and until notification of consummation in letter form has been forwarded
to the Commission.
Dated: 25 AUG 1992
(For) Chief, FM BRANCH, AUDIO SERVICES DIVISION, MASS MEDIA BUREAU
/s/LISA LISANDAN
- -----------------------
[FCC LOGO] FEDERAL COMMUNICATIONS COMMISSION
FCC FORM 732 - FM
AUGUST 1991
<PAGE>
Exhibit 10.15 (b)
- -------------------
FEDERAL COMMUNICATIONS
COMMISSION
WASHINGTON, D.C. 20554
- --------------------------
OFFICIAL BUSINESS
PENALTY FOR PRIVATE USE $300
[POSTAGE STAMP]
POSTAGE AND FEES PAID
FEDERAL COMMUNICATIONS
COMMISSION
FCC 615
PALMER COMMUNICATIONS INCORPORATED
WTNT FM STATION
C/0 12800 UNIVERSITY DRIVE
FT. MYERS, FL 33907
LICENSE RENEWAL AUTHORIZATION
- -------------------------------
THIS IS TO NOTIFY YOU THAT YOUR
APPLICATION FOR RENEWAL OF LICENSE
WAS GRANTED ON 08-20-90 FOR A TERM
EXPIRING ON 02-01-96. GRANT SUBJECT TO
EEO REPORTING CONDITIONS SPECIFIED ON THE
ATTACHED AUTHORIZATION.
FREQUENCY: 94.9 MHZ
THIS IS YOUR LICENSE RENEWAL
AUTHORIZATION FOR STATION WTNT.
LOCATION: TALLAHASSEE, FL
THIS ALSO IS THE RENEWAL CERTIFICATE
FOR YOUR CURRENTLY AUTHORIZED
AUXILIARY SERVICES.
THIS CARD MUST BE POSTED WITH THE
STATION'S LICENSE CERTIFICATE AND ANY
SUBSEQUENT MODIFICATIONS.
FCC 372 (7/87) NOTIFICATION<PAGE>
UNITED STATES OF AMERICA
FEDERAL COMMUNICATIONS COMMISSION
WASHINGTON, DC 20554
File No (s): BAL-920702GS
BALH-920702GT
Class of station(s): AM, FM
From: Arso Radio Corporation
To: Park Broadcasting of Florida, Inc.
[X] Consent to assignment:
Whereby
of
Control by
is affected
Licensee/Permittee:
(for transfer only):
Call sign(s) Station Location(s) Auxiliary Station(s) (for assignments only)
- ------------ ------------------- -------------------------------------------
WNLS Tallahassee, FL All Currently Authorized
WTNT Tallahassee, FL Auxiliary Services
Under authority of the Communications Act of 1934, as amended, the consent
of the Federal Communications Commission is hereby granted to the transaction
indicated above.
The Commission's consent to the above is based on the representations made
by the applicants that the statements contained in, or made in connection with,
the application are true and that the undertakings of the parties upon which
this transaction is authorized will be carried out in good faith.
The actual consummation of voluntary transactions shall be completed within
60 days from the date hereof, and notice in letter form thereof shall promptly
be furnished the Commission by the buyer showing the date the acts necessary to
effect the transaction were completed. Upon furnishing the Commission with such
written notice, this transaction will be considered completed for all purposes
related to the above described station(s).
FCC Form 323, Ownership Report, must be filed within 30 days after
consummation, by the license/permittee or assignee.
ADDITIONAL REQUIREMENTS FOR ASSIGNMENTS ONLY:
Upon consummation the assignor must deliver the permit/license, including
any modifications thereof to the assignee.
It is hereby directed that, upon consummation, a copy of this consent be
posted with the station authorization(s) as required by the Commission's Rules
and Regulations.
The assignee is not authorized to construct nor operate said station(s)
unless and until notification of consummation in letter form has been forwarded
to the Commission.
Dated: 25 AUG 1992
(For) Chief, FM BRANCH, AUDIO SERVICES DIVISION, MASS MEDIA BUREAU
/s/LISA LISANDAN
- ------------------------
[FCC LOGO] FEDERAL COMMUNICATIONS COMMISSION
FCC FORM 732 - FM
AUGUST 1991
Exhibit 10.19
---------------
This is the consent to assignment received by the Company from the FCC
consenting to transfer of control from Roy H. Park to Dorothy D. Park, Personal
Representative of the Estate of Roy H. Park.
The consent includes a listing of the stations for which consent was
granted. However, the Company does not own the station located at "Brant Lakes
& S. Horicon, NY", and the Company is pursuing correcting this matter with the
FCC.<PAGE>
United States of America
Federal Communications Commission
Washington, D.C. 20554
File No(s): "SEE PAGES TWO & THREE"
Class of Stations(s). COMMERCIAL TV, AUX.
TV TRANSLATORS, AM-FM AND FM
BOOSTER & FM TRANSLATOR
From: Roy H. Park (Decedent), Chairman
Park Communications, Inc.
To: Dorothy D. Park, Personal Representative
of the estate of Roy H. Park,
C/O Park Communications, Inc.
[X] Involuntary Consent to Transfer Control
Whereby
of
Control by
is effected
Licensee/Permittee:
(for transfer only) "SEE PAGES TWO & THREE"
Call Sign(s) Station Location(s) Auxiliary Station(s) (for assignments only)
- ------------ ------------------- -------------------------------------------
**THIS INCLUDES ALL ASSOCIATED
BROADCAST AUXILIARY STATIONS
"SEE PAGES TWO & THREE"
Under authority of the Communications Act of 1934, as amended, the consent
of the Federal Communications Commission is hereby granted to the transaction
indicated above.
The Commission's consent to the above is based on the representations made
by the applicants that the statements contained in, or made in connection with,
the application are true and that the undertakings of the parties upon which
this transaction is authorized will be carried out in good faith.
The actual consummation of voluntary transactions shall be completed within
60 days from the date hereof, and notice in letter form thereof shall promptly
be furnished the Commission by the buyer showing the date the acts necessary to
effect the transaction were completed. Upon furnishing the Commission with such
written notice, this transaction will be considered completed for all purposes
related to the above described station(s).
FCC Form 323 (Ownership Report), must be filed within 30 days after
consummation, by the licensee/permittee or assignee.
ADDITIONAL REQUIREMENTS FOR ASSIGNMENTS ONLY:
Upon consummation the assignor must deliver the permit/license, including
any modifications thereof to the assignee.
It is hereby directed that, upon consummation, a copy of this consent be
posted with the station authorization(s) as required by the Commission's Rules
and Regulations.
The assignee is not authorized to construct nor operate said station(s)
unless and until notification of consummation in letter form has been forwarded
to the commission.
ORIGINAL
Dated: January 27, 1994 Issued: February 3, 1994
Federal Communications Commission [FCC Logo] FCC 732
March 1983 jd-mc<PAGE>
<TABLE>
<CAPTION>
PAGE TWO OF THREE ORIGINAL
CALL SIGN NAME OF LICENSEE/PERMITTEE STATION FILE NUMBER STATION LOCATION
- --------- --------------------------------- -------------------- -----------------
<S> <C> <C> <C>
WNCT-TV ROY H. PARK BROADCASTING, INC. BTCCT-940110KG GREENVILLE, NC
WO5BI ROY H. PARK BROADCASTING, INC. BTCTTV-940110KH MOREHEAD CITY, NC
WNCT (AM) ROY H. PARK RADIO, INC. BTC-940110KI GREENVILLE, NC
WNCT-FM R.H. PARK B/CING. OF EAST CAROLINA BTCH-940110KJ GREENVILLE, NC
WBMG (TV) BIRMINGHAM TELEVISION CORPORATION BTCCT-940110KK BIRMINGHAM, AL
WO4CB BIRMINGHAM TELEVISION CORPORATION BTCTVL-940110KL SYLACAUGA, AL
KWJJ (AM) ROY H. PARK BROADCASTING OF OREGON BTC-940110KM PORTLAND, OR
KWJJ FM CONTEMPORARY FM, INC. BTCH-940110KN PORTLAND, OR
KJJO (AM) ROY H. PARK B/CING OF MINN., INC. BTC 940110KO ST. LOUIS PARK, MN
KJJO-FM R.H. PARK B/CING OF LAKE COUNTRY, INC. BTCH-940110KP ST. LOUIS PARK, MN
WNAX (AM) ROY H. PARK B/CG OF THE MIDWEST, INC. BTC-940110KQ YANKTON, SD
WNAX-FM ROY H. PARK BC OF THE MIDWEST, INC. BTCH-940110KR YANKTON, SD
WSLS-TV ROY H. PARK OF ROANOKE, INC. BTCCT-940110KS ROANOKE, VA
WO2AE ROY H. PARK B/CING OF ROANOKE, INC. BTCTTV-940110KT GARDEN CTY ETC VA
WHEN (AM) BROADCASTING OF SYRACUSE, INC. BTC-940110KU SYRACUSE, NY
WHEN-FM ROY H. PARK B/CING OF SYRACUSE, INC. BTCH-940110KV SYRACUSE, NY
WUTR (TV) ROY H. PARK OF UTICA-ROME, INC. BTCCT-940110KW UTICA, NY
W63AE ROY H. PARK B/CING OF UTICA-ROME BTCTT-940110KX ONEONTA, NY
WDEF-TV R.H. PARK BROADCASTING OF TENN., INC. BTCCT-940110KY CHATTANOOGA, TN
WO7AE ROY H. PARK B/CING OF TENNESSEE, INC. BTCTTV-940110KZ LOOKOUT MT. ETC.GA
WDEF (AM) ROY H. PARK B/C OF TENNESSEE, INC. BTC-940110LA CHATTANOOGA, TN
WDEF-FM ROY H. PARK B/CING OF TN., INC. BTCH-940110LB CHATTANOOGA, TN
WJHL-TV ROY H. PARK B/CTG OF TRI-CITIES, INC. BTCCT-940110LC JOHNSON CITY, TN
W13AR ROY H. PARK B/CING OF TRI-CITIES BTCTTV-940110LD MARION, VA
W07BG TOWN OF HORICON BTCTTV-940110LE BRANT LAKES & S. HORICON, NY
WTVR (AM) ROY H. PARK B/CING OF VIRGINIA, INC BTC-940110LF RICHMOND, VA
WTVR-FM R.H. PARK B/CING OF VIRGINIA, INC. BTCH-940110LG RICHMOND, VA
WTVR-TV ROY H. PARK BC OF VIRGINIA, INC BTCCT-940110LH RICHMOND, VA
KEZX-FM ROY H. PARK BROADCASTING OF WASH. BTCH-940110LI SEATTLE, WA
KEZX (AM) ROY H. PARK B/C OF WASHINGTON, INC. BTC-940110LJ SEATTLE, WA
<PAGE>
PAGE THREE OF THREE ORIGINAL
CALL SIGN NAME OF LICENSEE/PERMITTEE STATION FILE NUMBER STATION LOCATION
- --------- --------------------------------- -------------------- -----------------
WPAT (AM) PARK RADIO OF GREATER NEW YORK BTC-940110LK PATERSON, NJ
WPAT-FM PARK RADIO OF GREATER NEW YORK BTCH-940110LL PATERSON, NJ
KWLO (AM) PARK RADIO OF IOWA, INC. BTC-940110LM WATERLOO, IA
KFMW-FM PARK RADIO OF IOWA, INC. BTCH-940110LN WATERLOO, IA
WTVQ-TV PARK BROADCASTING OF KENTUCKY, INC. BTCCT-940110LO LEXINGTON, KY
WNLS (AM) PARK BROADCASTING OF FLORIDA BTC-940110LP TALLAHASSEE, FL
WTNT (FM) PARK BROADCASTING OF FLORIDA BTCH-940110LQ TALLAHASSEE, FL
KALB-TV PARK BROADCASTING OF LOUISIANA,INC. BTCCT-940110LR ALEXANDRIA, LA
</TABLE>
<PAGE>
<PAGE> 6
Operating Units of Park Communications, Inc.
BROADCASTING
Television Radio
Alabama Florida
WBMG-TV (CBS) Birmingham WNLS-AM/WTNT-FM Tallahassee
Kentucky Iowa
WTVQ-TV (ABC) Lexington KWLO-AM/KFMW-FM Waterloo
Louisiana Minnesota
KALB-TV (NBC) Alexandria KJJO-AM/FM Minneapolis
New York New Jersey
WUTR-TV (ABC) Utica WPAT-AM/FM serving the Greater
New York City Area
North Carolina
WNCT-TV (CBS) Greenville New York
WHEN-AM/FM Syracuse
Tennessee
WDEF-TV (CBS) Chattanooga North Carolina
WJHL-TV (CBS) Johnson City WNCT-AM/FM Greenville
Virginia Oregon
WTVR-TV (CBS) Richmond KWJJ-AM/FM Portland
WSLS-TV (NBC) Roanoke
South Dakota
WNAX-AM/FM Yankton
Tennessee
WDEF-AM/FM Chattanooga
Virginia
WTVR-AM/FM Richmond
Washington
KEZX-AM/FM Seattle
NEWSPAPERS
Illinois
Georgia Daily: Effingham Daily News/Macomb
Dailies: The Daily Sun (Warner Journal*
Robins)* Controlled: The Weekly Advertiser
Controlled: Daily Sun Extra (Warner (Effingham)/Business
Robins)/Robins Rev-up (Warner News (Macomb)
Robins)
Indiana
Idaho Dailies: The Evening News
Daily: South Idaho Press (Burley)* (Jeffersonville)/The Pilot-News
Non-Dailies: The Wood River Journal (Plymouth)
(Hailey)/Minidoka County News Non-Dailies: Bremen Enquirer/Nappanee
Controlled: The News Review Advance News/Bourbon
(Burley)/ The Sunrise Shopper News-Mirror
(Burley)
*Publishes Sunday newspaper
6
<PAGE>
<PAGE> 7
Indiana continued (Kannapolis)*/The Robesonian
(Lumberton)*/The McDowell News
Controlled: Clark County Journal (Marion)/The News Herald
(Jeffersonville)/Farm (Morganton)*/ The Richmond County
& Home News (Plymouth)/Nappanee Farm Daily Journal (Rockingham)*
& Home News (Plymouth)/Golden /Statesville Record & Landmark*
Opportunities (Monthly) Non-Dailies: News-Herald (Ahoskie)/
(Jeffersonville) Mecklenburg Gazette
(Davidson)/Enfield Progress/Gates
Kentucky County Index (Gatesville)/ The
Daily: Commonwealth Journal News-Messenger (Hamlet)/Northampton
(Somerset)* News (Jackson)/Mooresville Tribune/
Non-Dailies: The Carlisle Mercury/The Commonwealth (Scotland Neck)/The
Grayson Journal-Enquirer/The North Carolina Beacon (Research
Greenup County News/Grayson County Triangle Park)/The Valdese News
News- Gazette (Leitchfield)/Sentinel Controlled: News Outlook Shopping
Echo (London)/The Morehead News/Olive Guide (Aberdeen)/Sampson County
Hill Times/News-Democrat & Leader Shopping Guide and TV Schedule
(Russellville)/McCreary County Record (Clinton)/The Cabarrus Observer
(Somerset) Nugget (Concord/ Kannapolis)/ The
Controlled: The Mercury Plus Edge (Concord/ Kannapolis)/The
(Carlisle) The Grayson Virginia Carolina Beacon (Eden)/The
County Advertiser (Leitchfield)/The Southeastern Times (Elizabethtown)
Laurel Neighbor (London)/ Rock /Halifax Advantage (Enfield)/The
Castle Neighbor (London/Somerset)/ Robeson Mid-Weekly (Lumberton)
Shopping News (Morehead)/The Logan /McDowell Express (Marion)/The Old
Advertiser (Russellville)/Lake Fort Post (Marion)/ Shoppers Guide
Cumberland Shopper (Somerset) (Mooresville/Davidson)/ The Burke
County Observer (Morganton)/
Michigan Murfreesboro Advantage/The
Daily: The Daily Reporter (Coldwater) Journal Advantage (Rockingham)/
Controlled: The Branch County Southeast Halifax Advantage (Scotland
Outdoors (Coldwater) Neck)/Landmark Observer (Statesville)
Minnesota North Dakota
Daily: The Pioneer (Bemidji)* Daily: The Daily Journal (Devils
Non-Daily: The American (Blackduck) Lake)
Controlled: The Advertiser, The Controlled: The Country Peddler
Mid-Week Advertiser (Devils Lake)
(Bemidji)/The Blackduck Shopper
Oklahoma
New York Dailies: News Capital & Democrat
Dailies: Register Star (Hudson)*/ (McAlester)*/Sapulpa Daily Herald*
Union-Sun & Journal Non-Dailies: Hartshorne Sun
(Lockport)/The Daily Courier-Observer Controlled: Southeast Oklahoma
(Massena)/The Journal Register Shopping News (McAlester)/Herald
(Medina)/The Journal (Ogdensburg)* Extra (Sapulpa)
Non-Dailies: Albion Advertiser/St.
Lawrence Plaindealer Virginia
(Canton)/The Chatham Courier Dailies: The Journal Messenger
Controlled: Tri-County News (Manassas)/The News-Virginian
(Lockport)/Eastern Niagara Edition (Waynesboro)
(Medina)/Pennysaver (Medina)/TV Controlled: Suburban Virginia Times
Signals (Medina)/Rural News (Manassas)/Shenandoah Shopper
(Ogdensburg)/ Columbia Views (Hudson) (Waynesboro)
North Carolina
Dailies: Citizen News-Record *Publishes Sunday newspaper
(Aberdeen)*/ The Sampson
Independent (Clinton)*/The Concord
Tribune*/The Daily News (Eden)
/Bladen Daily Journal
(Elizabethtown)/The Daily Independent
7
<PAGE>
<PAGE> 13
Selected Financial Data
(Consolidated)
Year Ended December 31
-----------------------------------------------------
1993 1992 1991 1990 1989
-----------------------------------------------------
(Dollars in Thousands Except Per Share Amounts)
Gross revenue ........... $172,072 $159,870 $149,180 $159,634 $163,084
Net income .............. 18,780 17,223 11,855 18,850 18,747
Net earnings per share .. $ .91 $ .83 $ .57 $ .91 $ .91
Total assets ............ 342,621 324,837 305,891 298,956 289,489
Long-term debt, excluding
current maturities ..... 54,368 54,028 54,660 56,153 58,247
Weighted average shares
outstanding ............ 20,702 20,700 20,700 20,700 20,700
Stock Performance
The Company's Common Stock has traded in the over-the-counter market and has
been quoted on NASDAQ (symbol PARC) since its initial public offering in
October, 1983. On January 22, 1985, the Common Stock commenced trading in the
NASDAQ National Market System. As of February 16, 1994 there were 522 holders
of record of the Company's Common Stock. The latest trading price of the
Company's Common Stock was $22 3/4 on March 28, 1994. The following table sets
forth for the periods indicated and as reported by NASDAQ and as adjusted to
give retroactive effect to the three-for-two stock splits in the form of 50%
stock dividends distributed in August, 1985, and September, 1989, the range of
high and low bid quotations through January 21, 1985, and the high and low sale
prices subsequent to the January 22, 1985, inclusion of the Common Stock in the
NASDAQ National Market System.
Calendar Year High Low
- ------------- ------ ------
1983 10 1/4 8 1/4
1984 12 7/8 8 1/4
1985 16 5/8 11 3/4
1986 23 14 5/8
1987 24 3/8 16
1988 19 7/8 16 3/8
1989 25 17 3/8
1990 22 1/4 10 1/4
1991 16 1/2 13 1/4
1992
First Quarter 16 14
Second Quarter 16 3/4 15
Third Quarter 18 1/4 15 3/4
Fourth Quarter 18 1/4 16 5/8
1993
First Quarter 20 1/4 17 1/4
Second Quarter 20 1/2 18
Third Quarter 20 18
Fourth Quarter 24 19
Market makers for Park Communications, Inc., as of February, 1994, are: The
Goldman, Sachs Group, L.P.; First Albany Corporation; Bernard L. Madoff;
Wechsler & Krumholz, Inc.; Herzog, Heine, Geduld, Inc.; Neuberger & Berman;
Nash Weiss/Div. of Shatkin Investments; and Weeden and Co., Inc.
13
<PAGE>
<PAGE> 14
Management's Discussion and Analysis of Financial Condition and Results of
Operations
1993 COMPARED TO 1992 Net income for calendar 1992
increased $5,400,000 (45%) from 1991
In calendar 1993, the Company's due to the reasons discussed above, and
gross revenue increased $12,200,000 the effect of the one time charge in
(8%) compared to 1992. The television 1991 of $2,500,000 for additional
division's gross revenue increased Federal income taxes resulting from a
$6,400,000 (11%), primarily due to settlement on the value of assets from
strong improvement in local/regional prior years' acquisitions.
advertising, and partially due to the Operating cash flow (net income
acquisition in November, 1993, of plus depreciation and amortization)
KALB-TV in Alexandria, Louisiana. The increased $5,800,000 (23%).
radio division's gross revenue
increased $3,700,000 (17%), primarily LIQUIDITY AND CAPITAL RESOURCES
due to improved local/regional
advertising and partially due to the For the calendar year 1993, the
acquisition in October, 1992, of net cash provided by operating
WNLS-AM/ WTNT-FM in Tallahassee, activities of $32,000,000 easily funded
Florida. The newspaper division's gross the cash flow requirements of investing
revenue increased $2,200,000 (3%). activities ($14,000,000) and financing
Operating income increased activities ($2,400,000). As of December
$3,400,000 (12%) compared to calendar 31, 1993, the Company had $117,000,000
year 1992. The television division's in cash, cash equivalents, and
operating income increased $3,300,000 short-term investments. The Company's
(21%) due to the reasons discussed current ratio (comparison of current
above. The radio division's operating assets to current liabilities), a key
income increased $600,000. The indicator of liquidity, was a strong
newspaper division's operating income 6.8 to 1 at the end of 1993.
decreased $500,000 (4%). The Company expects that in
Net income for calendar 1993 calendar 1994, net cash provided by
increased $1,600,000 (9%) from 1992 due operating activities will enable it to
to the reasons discussed above. fund known investing and financing
Operating cash flow (net income activity requirements.
plus depreciation and amortization) As noted above under "Report to
increased $2,300,000 (7%). Stockholders," The Company's Board of
Directors has voted to seek a sale of
1992 COMPARED TO 1991 the Company. At this time, it is
intended that such sale be accomplished
In calendar 1992, the Company's through a sale of the Company's
gross revenue increased $10,700,000 outstanding Common Stock (including all
(7%) compared to 1991. The television of the Estate-held shares) to a third
division's gross revenue increased party. However, there is no guarantee
$10,000,000 (22%) due to the that such a sale will be achieved. An
acquisition of WTVQ-TV in Lexington, alternative method for selling the
Kentucky, and increased advertising Company would be selling the Company's
revenues. The radio division's gross assets to one or more purchasers (e.g.,
revenue increased $300,000 (1%) from selling one or more divisions or
the same period in 1991. The newspaper particular properties). Depending upon
division's gross revenue increased how such a transaction were structured,
$400,000. the Company's liquidity could be sig-
Operating income increased nificantly altered from current levels.
$5,200,000 (22%) compared to calendar Previously, the Company's dividend
1991. The television division's policy has been to retain its earnings
operating income increased $3,300,000 for use in its business and not to pay
(27%) for the reasons discussed above. cash dividends.
The newspaper division's operating Over the last three calendar years
income increased $2,500,000 (23%) inflation affected the Company's
primarily due to reduced operating performance in terms of higher costs
expenses. The radio division's for wages and salaries,
operating income decreased $600,000
(89%) from the same period in 1991.
14
<PAGE>
<PAGE> 15
equipment, and newsprint. The Company, television and radio broadcasting
however, was able to offset these stations. Management does not
rising costs in part by increasing anticipate that inflation will have a
advertising and circulation rates at material effect on the Company's
most newspapers and by raising the operations during the calendar year
effective advertising rates in most 1994.
REPORT OF ERNST & YOUNG INDEPENDENT AUDITORS
Board of Directors and Shareholders
Park Communications, Inc.
We have audited the accompanying consolidated balance sheets of Park
Communications, Inc. and subsidiaries as of December 31, 1993 and 1992, and the
related consolidated statements of income and retained earnings and cash flows
for each of the three years in the period ended December 31, 1993. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Park
Communications, Inc. and subsidiaries at December 31, 1993 and 1992, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1993 in conformity with generally
accepted accounting principles.
As discussed in Note 1 to the financial statements, in 1993 the Company changed
its method of accounting for income taxes, as required by FASB Statement No.
109, "Accounting for Income Taxes."
Syracuse, New York
February 1, 1994
/s/Ernst & Young
15
<PAGE>
<PAGE> 16
Park Communications, Inc. and Subsidiaries
Consolidated Balance Sheets
(Dollars in Thousands Except Share and Per Share Amounts)
Assets
December 31
---------------------
1993 1992
--------- ---------
Current Assets:
Cash, cash equivalents and short-term investments $116,552 $105,347
Accounts receivable, less allowance for doubtful
accounts of $1,399 in 1993 and $1,011 in 1992 21,006 18,894
Inventory 1,201 1,541
Film contracts 2,485 2,151
Consulting/non-compete contracts 915 1,155
Other 3,807 3,113
--------- ---------
Total current assets 145,966 132,201
--------- ---------
Property, Plant and Equipment:
Land and improvements 12,685 12,542
Buildings and leasehold improvements 28,329 28,713
Newspaper equipment 22,101 27,342
Broadcast equipment 59,897 59,487
Furniture and fixtures 9,723 9,926
Autos and trucks 3,474 3,314
--------- ---------
136,209 141,324
Less accumulated depreciation and amortization (64,346) (72,371)
--------- ---------
71,863 68,953
--------- ---------
Intangible assets, net 116,096 114,309
--------- ---------
Film contracts 2,431 2,202
Consulting/non-compete contracts 4,503 5,874
Other assets 1,762 1,298
--------- ---------
$342,621 $324,837
========= =========
The accompanying notes are an integral part of the consolidated financial
statements.
16
<PAGE>
<PAGE> 17
Park Communications, Inc. and Subsidiaries
Consolidated Balance Sheets
(Dollars in Thousands Except Share and Per Share Amounts)
Liabilities and Shareholders' Equity
December 31
---------------------
1993 1992
--------- ---------
Current Liabilities:
Current maturities of long-term debt $ 2,762 $ 1,861
Current maturities of film contracts 2,410 2,104
Accounts payable 3,052 2,221
Consulting/non-compete contracts 936 1,175
Interest 1,066 1,124
Income taxes 4,347 4,316
Accrued liabilities 3,964 4,455
Deferred income 2,781 3,079
--------- ---------
Total current liabilities 21,318 20,335
--------- ---------
Long-term Debt 54,368 54,028
Consulting/non-compete contracts 4,591 5,967
Deferred income taxes 8,738 9,825
--------- ---------
Total liabilities 89,015 90,155
--------- ---------
Commitments
Shareholders' Equity:
Common stock-par value $ .16 2/3 per share:
Authorized 32,000,000 shares
Issued and outstanding 20,708,977 shares in
1993 and 20,700,167 in 1992 3,452 3,451
Paid in capital 13,924 13,781
Retained earnings 236,230 217,450
--------- ---------
Total shareholders' equity 253,606 234,682
--------- ---------
$342,621 $324,837
========= =========
The accompanying notes are an integral part of the consolidated financial
statements.
17
<PAGE>
<PAGE> 18
Park Communications, Inc. and Subsidiaries
Consolidated Statements of
Income and Retained Earnings
(Dollars in Thousands Except Per Share Amounts)
Year Ended December 31
---------------------------------
1993 1992 1991
--------- --------- ---------
Revenue:
Broadcasting $ 87,321 $ 77,286 $ 66,980
Newspapers 84,751 82,584 82,200
--------- --------- ---------
Gross revenue 172,072 159,870 149,180
Less agency and national
representative commissions 12,763 11,331 9,628
--------- --------- ---------
Net revenue 159,309 148,539 139,552
--------- --------- ---------
Operating expenses:
Cost of sales 62,517 59,214 58,602
Selling, general and administrative 49,726 46,347 43,662
Depreciation 7,775 6,913 6,516
Amortization 4,330 4,705 4,632
Amortization of excess of cost over net
assets acquired 2,682 2,467 2,461
--------- --------- ---------
127,030 119,646 115,873
--------- --------- ---------
Operating income 32,279 28,893 23,679
Interest expense (3,730) (3,835) (4,031)
Interest income 4,952 5,516 6,278
Other income (expense) (470) (473) (464)
--------- --------- ---------
Income before income taxes 33,031 30,101 25,462
Provision for income taxes 14,251 12,878 13,607
--------- --------- ---------
NET INCOME 18,780 17,223 11,855
Retained earnings, beginning of year 217,450 200,227 188,372
--------- --------- ---------
RETAINED EARNINGS, end of year $236,230 $217,450 $200,227
========= ========= =========
Earnings per share $ .91 $ .83 $ .57
========= ========= =========
The accompanying notes are an integral part of the consolidated financial
statements.
18
<PAGE>
<PAGE> 19
Park Communications, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Dollars in Thousands)
Year Ended December 31
---------------------------------
1993 1992 1991
--------- --------- ---------
Operating Activities:
Net income $ 18,780 $ 17,223 $ 11,855
Adjustment to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 14,787 14,085 13,609
Amortization of film contract rights and
consulting/non-compete contracts included
in operating expenses 3,842 4,004 3,909
Payments on film contract liabilities (2,757) (2,718) (2,651)
Payments on consulting/non-compete contracts (1,225) (1,183) (1,353)
Provision for losses on accounts receivable 919 622 1,132
Provision for deferred income taxes 272 (92) (345)
Loss (gain) on sale of property, plant
and equipment 291 (27) 17
Changes in operating assets and liabilities
net of effects from the purchase and
disposal of companies:
Accounts receivable (1,738) (79) (915)
Inventory and other assets (187) 967 (916)
Accounts payable and accrued liabilities (1,139) 818 (737)
Deferred income 169 268 70
--------- --------- ---------
Net cash provided by operating activities 32,014 33,888 23,675
Investing Activities:
Purchase of short-term investments (62,586) (125,563) (126,600)
Proceeds from short-term investments 66,929 107,750 115,400
Purchases of property, plant and equipment (5,621) (5,147) (4,095)
Purchases of acquired companies, net of cash
acquired (19,184) (22,303) (811)
Proceeds from sale of property, plant, and
equipment 86 284 20
Proceeds from sale of companies 6,336 --- ---
--------- --------- ---------
Net cash (used) in investing activities (14,040) (44,979) (16,086)
Financing Activities:
Principal payments on long-term debt (2,570) (1,846) (2,483)
Proceeds from issuance of Common Stock 144 --- ---
--------- --------- ---------
Net cash (used) by financing activities (2,426) (1,846) (2,483)
Increase (decrease) in cash and cash
equivalents 15,548 (12,937) 5,106
Cash and cash equivalents, beginning of year 5,684 18,621 13,515
--------- --------- ---------
Cash and cash equivalents, end of year $ 21,232 $ 5,684 $ 18,621
========= ========= =========
Summary:
Cash and cash equivalents as above $ 21,232 $ 5,684 $ 18,621
Short-term investments 95,320 99,663 81,850
--------- --------- ---------
$116,552 $105,347 $100,471
========= ========= =========
The accompanying notes are an integral part of the consolidated financial
statements.
19
<PAGE>
<PAGE> 20
Park Communications, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company and
its subsidiaries, all of which are wholly owned. All significant intercompany
accounts and transactions have been eliminated.
CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS
Cash equivalents are investments with maturities of three months or less when
purchased. Short-term investments, primarily GMAC notes and commercial paper,
are investments with maturities in excess of three months.
The carrying amounts of cash equivalents and short-term investments are
recorded at cost, which approximates their fair value at the balance sheet
date.
The Company plans to adopt FASB No. 115 "Accounting for Certain Investments in
Debt and Equity Securities" during 1994. This pronouncement addresses the
accounting and reporting of investment securities. Since the investments at
December 31, 1993 are securities held to maturity, the adoption of Statement
No. 115 is not expected to have a material impact on the Company's financial
position.
INVENTORY VALUATION
Broadcast inventories are stated at the lower of cost (first-in; first-out
method) or market.
Newspaper inventories, consisting primarily of newsprint, are stated at the
lower of cost (primarily last-in; first-out method) or market. The effect of
using the last-in; first-out method (compared with the first-in; first-out
inventory method) is not considered significant.
PROPERTY, PLANT, EQUIPMENT AND DEPRECIATION
Property, plant and equipment are stated at cost. Depreciation for financial
reporting purposes is provided on the straight-line method over the estimated
useful lives of the asset except for leasehold improvements, which are
amortized on the straight-line method over the lease period. Accelerated
methods are used for income tax reporting purposes whenever available. Deferred
income taxes are provided for this timing difference between financial and
income tax reporting methods.
FILM CONTRACT RIGHTS
Film contract rights and the related liabilities are recorded at full contract
prices when purchased. The costs are charged to operations based on the usage
of films.
CONSULTING/NON-COMPETE CONTRACTS
Certain subsidiary companies have consulting/non-compete contracts expiring
through 2010. Costs are amortized on a straight-line basis over the terms of
the related agreements.
INTANGIBLE ASSETS
Intangible assets are stated at cost and consist of advertising contracts,
network contracts, subscription lists, other intangibles (primarily newspaper
morgues, FCC licenses and audience valuations), and excess of cost over net
assets acquired. Intangible assets other than excess of cost over net assets
acquired, are being amortized by the straight-line method over estimated lives
ranging primarily from 7 to 40 years.
Network contracts ($8,238,000) acquired prior to October 31, 1970 were assigned
a cost upon acquisition and are not being amortized since, in the opinion of
management, there has been no diminution of value of these acquired contracts.
20
<PAGE>
<PAGE> 21
Excess of cost ($1,214,000) of businesses acquired prior to October 31, 1970 is
not being amortized since, in the opinion of management, there has been no
diminution of value of these acquired businesses. Excess of cost incurred since
October 31, 1970 is being amortized by the straight-line method over a period
of 40 years.
INCOME TAXES
Effective January 1, 1993, the Company changed its method of accounting for
income taxes from the deferred method to the liability method required by FASB
Statement No. 109, "Accounting for Income Taxes". The cumulative effect of the
accounting change was not material to net income for 1993.
DEFERRED INCOME
Deferred income is recorded on subscriptions prepaid by customers. Such income
is recognized when earned.
EARNINGS PER SHARE
Earnings per share of Common Stock is computed on the weighted average number
of common shares outstanding during each year. The number of shares used was
20,702,173 for 1993 and 20,700,167 for 1992 and 1991. Dilution, assuming
conversion of subordinated debentures, is not material.
2. INTANGIBLE ASSETS
Intangible assets are comprised of the following (dollars in thousands):
December 31,
---------------------
1993 1992
--------- ---------
Advertising contracts $ 16,223 $ 15,495
Network contracts 10,688 10,988
Subscription lists 26,017 29,746
Other intangibles 30,956 20,519
Excess of cost over net assets acquired 102,811 107,636
--------- ---------
186,695 184,384
Less accumulated amortization 70,599 70,075
--------- ---------
$ 116,096 $ 114,309
========= =========
3. ACQUISITIONS AND DISPOSITIONS
The Company acquired one television station in Louisiana in 1993, one
television station in Kentucky, two radio stations in Florida, four newspaper
publications in Kentucky, Illinois, and North Carolina in 1992, and one radio
station in South Dakota, and two newspaper publications located in North
Carolina and Minnesota in 1991.
All of the acquisitions, which were not significant, were accounted for as
purchases and, accordingly, their results of operations since acquisition have
been included in the consolidated financial statements. Pro-forma financial
information is not presented as results of operations prior to acquisition are
not significant.
The excess of cost over net assets acquired amounted to $809,000 in 1993,
$9,242,000 in 1992 and $218,000 in 1991 and is being amortized over 40 years.
On December 31, 1993 the Company sold newspaper publications in 13 of its
smaller markets. Of these, 11 were daily newspapers, all with paid circulation
under 6,000. The impact of the sale of these publications was not material to
net income in 1993.
21
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<PAGE> 22
4. LONG-TERM DEBT
The Company's long-term debt is comprised of the following (dollars in
thousands):
December 31,
---------------------
1993 1992
--------- ---------
6 7/8% Convertible subordinated
debentures due March 15, 2011 (a) $ 49,995 $ 49,995
Subordinated notes of certain newspaper
subsidiaries due to former owners (b) 1,193 2,253
Promissory notes (b) 3,708 1,520
Film contracts, due in varying amounts
through 1999 4,644 4,225
--------- ---------
Total debt 59,540 57,993
Less: Current maturities of long term debt 2,762 1,861
Current maturities of film contracts 2,410 2,104
--------- ---------
Long-term debt $ 54,368 $ 54,028
========= =========
(a) On March 11, 1986, the Company issued $50,000,000 principal amount of 6
7/8% convertible subordinated debentures due March 15, 2011 (the "debentures").
The debentures are convertible at anytime prior to maturity, unless previously
redeemed, into shares of Common Stock of the Company at a conversion ratio of
52.1739 shares of Common Stock for each $1,000 principal amount of debentures.
The debentures are subjected to annual sinking fund payments of $2,500,000
beginning March 15, 1997, calculated to retire 70% of the debentures prior to
maturity. The debentures are redeemable, in whole or in part, at the option of
the Company. The debentures are subordinated in right of payment to all senior
indebtedness of the Company. The proceeds from the debentures were used for
1986 acquisitions.
(b) The subordinated notes are payable in various installments through 1998
with interest primarily from 6% to 9%. Substantially all subordinated debt is
collateralized by property, plant and equipment or capital stock of the
acquired company. The promissory notes are payable in various installments
through 1998 with interest primarily from 5% to 8%.
Cash payments of interest were $3,787,000 in 1993, $3,822,000 in 1992 and
$4,110,000 in 1991.
The Company's long-term debt has a carrying value of $59,540,000 and a fair
value of $63,587,000 at December 31, 1993. The fair value of the Company's
long-term debt is determined primarily based on the quoted market price of the
Company's convertible subordinated debentures.
The aggregate annual maturities on long-term debt, including film contracts,
payable over the next five years are as follows (dollars in thousands):
Year Amount
------- ------
l994 $ 5,172
1995 1,988
1996 987
1997 714
1998 662
22
<PAGE>
<PAGE> 23
5.INCOME TAXES
Federal and state income tax expenses is summarized as follows (dollars in
thousands):
Year Ended December 31
---------------------------------
1993 1992 1991
--------- --------- ---------
Federal:
Current $ 11,488 $ 10,670 $ 11,923
Deferred 240 (146) (350)
--------- --------- ---------
11,728 10,524 11,573
State:
Current 2,491 2,300 2,029
Deferred 32 54 5
--------- --------- ---------
2,523 2,354 2,034
--------- --------- ---------
Total income tax expense $ 14,251 $ 12,878 $ 13,607
========= ========= =========
Deferred tax expense results from timing differences arising primarily from the
use of accelerated depreciation methods for tax purposes.
The items comprising the differences in taxes on income computed at the U.S.
statutory rate, and the amount provided by the Company are as follows (dollars
in thousands):
Year Ended December 31
---------------------------------
1993 1992 1991
--------- --------- ---------
Computed tax expense at
U.S. statutory rate $ 11,562 $ 10,234 $ 8,657
Increase in tax expense
resulting from:
Redetermination of tax
basis of assets acquired
in prior years' business
combinations --- --- 2,500
State income taxes, net of
federal income tax benefit 1,640 1,554 1,343
Amortization not tax deductible 928 839 837
Miscellaneous, net 121 251 270
--------- --------- ---------
Total income tax expense $ 14,251 $ 12,878 $ 13,607
========= ========= =========
23
<PAGE>
<PAGE> 24
Significant components of the Company's deferred tax liabilities and assets as
of December 31, 1993 are as follows (dollars in thousands):
Amount
---------
Components of deferred taxes:
Tax over book depreciation and amortization $ 8,861
Allowance for doubtful accounts and other (660)
---------
Net deferred tax liabilities $ 8,201
Classification of deferred taxes:
Non-current liabilities $ 8,738
Current assets (537)
---------
$ 8,201
=========
Total cash payments of federal and state income taxes were $ 14,030,000 in
1993, $12,769,000 in 1992, and $15,016,000 in 1991.
6. LEASES
Certain operating facilities and equipment (see Note 8) are leased under
noncancellable operating agreements. Certain of the leases require the Company
or its subsidiaries to pay property taxes, insurance, and maintenance costs.
Lease expense related to the above and charged to operations was approximately
$2,019,000 in 1993, $1,953,000 in 1992, and $1,922,000 in 1991.
The aggregate minimum rentals through dates of expiration amount to
approximately $8,431,000, and the amounts payable over the next five years are
as follows (dollars in thousands):
Year Amount
------ --------
1994 $1,479
1995 1,176
1996 1,063
1997 767
1998 646
7. BUSINESS SEGMENTS
The Company operates in three business segments: television broadcasting, radio
broadcasting, and newspaper publishing. Television and radio broadcasting
operations involve the sale of time to advertisers, network revenue and other
revenue arising primarily from programming and production. Newspaper operations
involve the publication and distribution of both paid daily and paid non-daily
newspapers and advertising publications (shoppers) from which revenues are
derived primarily from the sale of advertising linage and circulation revenue.
Financial information by business segment is as follows (dollars in thousands):
Year Ended December 31
---------------------------------
1993 1992 1991
--------- --------- ---------
Gross Revenue:
Television broadcasting $ 62,460 $ 56,107 $ 46,104
Radio broadcasting 24,861 21,179 20,876
Newspaper publishing 84,751 82,584 82,200
--------- --------- ---------
$172,072 $159,870 $149,180
========= ========= =========
24
<PAGE>
<PAGE> 25
Operating income:
Television broadcasting $ 18,932 $ 15,668 $ 12,357
Radio broadcasting 691 72 668
Newspaper publishing 12,656 13,153 10,654
--------- --------- ---------
$ 32,279 $ 28,893 $ 23,679
========= ========= =========
Depreciation and amortization:
Television broadcasting $ 4,194 $ 3,360 $ 2,600
Radio broadcasting 3,699 3,477 3,395
Newspaper publishing 6,894 7,248 7,614
--------- --------- ---------
$ 14,787 $ 14,085 $ 13,609
========= ========= =========
Additions to property, plant and
equipment:
Television broadcasting $ 11,956 $ 9,668 $ 2,719
Radio broadcasting 957 2,243 808
Newspaper publishing 1,525 2,252 1,084
--------- --------- ---------
$ 14,438 $ 14,163 $ 4,611
========= ========= =========
Identifiable assets:
Television broadcasting $ 81,733 $ 56,413 $ 43,602
Radio broadcasting 47,742 50,168 50,721
Newspaper publishing 97,583 114,827 110,357
Corporate 115,563 103,429 101,211
--------- --------- ---------
$342,621 $324,837 $305,891
========= ========= =========
Operating income is gross revenue less agency and national representative
commissions and operating expenses. Interest expense, interest income, income
taxes and other income (expense) have been excluded in computing operating
income.
Identifiable assets by industry segment represent those assets used in the
Company's operation in that segment. Corporate assets consist principally of
cash, cash equivalents and short-term investments.
8. RELATED PARTY TRANSACTIONS
The Company, in the ordinary course of business, leases and rents certain
operating facilities and equipment (included in Note 6) from RHP Incorporated,
which is wholly owned by the Estate of Roy H. Park and the Chairman of the
Board of the Company. Such lease and rent payments were $1,265,000 in 1993,
$1,273,000 in 1992, and $1,274,000 in 1991.
Additionally, certain officers of the Company are compensated by RHP
Incorporated for the performance of part-time management services.
9. SHAREHOLDERS EQUITY
During 1993, the Company issued 8,810 shares of Common Stock under the terms of
its Employee Stock Purchase Plan. The issuance increased the value of Common
Stock outstanding by $1,468 and increased paid-in-capital by $143,483.
25
EXHIBIT 21.1
-------------
Corporation State of Incorporation
- ----------------- ----------------------
Roy H. Park Broadcasting, Inc. North Carolina
Contemporary FM, Inc. Oregon
Roy H. Park FM Broadcasting of East Carolina, Inc. North Carolina
Roy H. Park Radio, Inc. North Carolina
Roy H. Park Broadcasting of Tennessee, Inc. Tennessee
Roy H. Park Broadcasting of Utica-Rome, Inc. New York
Roy H. Park Broadcasting of Washington, Inc. Washington
Roy H. Park Broadcasting of the Tri-Cities, Inc. Tennessee
Roy H. Park Broadcasting of Syracuse, Inc. New York
Roy H. Park Broadcasting of Minnesota, Inc. Minnesota
Roy H. Park Broadcasting of Roanoke, Inc. Virginia
Roy H. Park Broadcasting of Virginia, Inc. Virginia
Roy H. Park Broadcasting of the Lake Country, Inc. Minnesota
Roy H. Park Broadcasting of the Midwest, Inc. South Dakota
Roy H. Park Broadcasting of Oregon, Inc. Oregon
Park Broadcasting, Inc. Delaware
Birmingham Television, Inc. Alabama
The Pilot Company, Inc. Indiana
Park Newspapers of Michigan, Inc. Michigan
Park Newspapers of Sapulpa, Inc. Oklahoma
Park Newspapers of Creek, Inc. Delaware
Park Newspapers of Morganton, Inc. North Carolina
Park Newspapers of Blytheville, Inc Arkansas
Park Newspapers of Newton, Inc. North Carolina
Park Newspapers of Concord, Inc. North Carolina<PAGE>
Corporation State of Incorporation
- ---------------- ----------------------
Park Newspapers of Clinton, Inc. North Carolina
The Concord Tribune, Inc. North Carolina
Park Newspapers of Devils Lake, Inc. North Dakota
State and Aurora Incorporated Oklahoma
Park Newspapers of Marion, Inc. North Carolina
Southside Publications, Inc. Oklahoma
Park Newspapers of Moore County, Inc. North Carolina
Park Newspapers of Northeastern Oklahoma, Inc. Oklahoma
Park Newspapers of Phillips County, Inc. Arkansas
Park Newspapers of Statesville, Inc. North Carolina
Weekly Publications of Phillips County, Inc. Arkansas
Park Newspapers of Lumberton, Inc. North Carolina
Kannapolis Publishing Company North Carolina
Clinton Newspapers, Inc. North Carolina
Coldwater Reporter Company Michigan
Park Newspapers of Iredell, Inc. Delaware
Park Newspapers, Inc. Delaware
Park Newspapers of Florida, Inc. Florida
Park Newspapers of St. Lawrence, Inc. New York
Park Newspapers of Georgia, Inc. Georgia
Park Newspapers of Nebraska, Inc. Nebraska
Press Printing Company, Inc. Nebraska
RHP Newspapers, Inc. New York
Lockport Publications, Inc. Delaware
Lockport Union-Sun & Journal, Inc. New York
2<PAGE>
Corporation State of Incorporation
- ------------ ----------------------
Park Newspapers of Virgina, Inc. Virgina
Prince William Publishing Company, Virginia
Park Newspapers of Oklahoma, Inc. Oklahoma
McAlester Publishing Company Oklahoma
Park Newspapers of Illinois, Inc. Delaware
Park Newspapers of Norwich, Inc. New York
The Norwich Sun, Inc. New York
Park Newspapers of Perry, Inc. Georgia
Perry Newspapers, Inc. Georgia
The Houston Home Journal, Inc. Georgia
Park Newspapers of Indiana, Inc. Indiana
Park Newspapers of Waynesboro, Inc. Virginia
Park Newspapers of Medina, Inc. New York
Park Newspapers of Clark County, Inc. Indiana
The News & Journal, Inc. Indiana
Park Newspapers of Kentucky, Inc. Kentucky
Park Newspapers of Mooresville, Inc. North Carolina
Park Newspapers of Hudson, Inc. New York
Record Printing & Publishing Company, Inc. New York
Chatham Holdings, Inc. New York
Chatham Courier Company New York
Park Radio of Greater New York New Jersey
Park Newspapers of Honesdale, Inc. Pennsylvania
Park Newspapers of Susquehanna, Inc. Pennsylvania
Park Newspapers of Cimarron, Inc. Oklahoma
3<PAGE>
Corporation State of Incorporation
- ------------ --------------------
Park Newspapers of Minnesota, Inc. Minnesota
Park Broadcasting of Iowa, Inc. Iowa
Park Radio of Iowa, Inc. Iowa
Park Newspapers of Iowa, Inc. Iowa
Park Newspapers of Morehead, Inc. Kentucky
South Idaho Newspapers, Inc. Idaho
Park Newspapers of Idaho, Inc. Idaho
Park Newspapers of Northeastern North Carolina, Inc. North Carolina
Park Newspapers of Eden, Inc. North Carolina
Park Newspapers of the Cumberlands, Inc. Kentucky
Park Newspapers of Winchester, Inc. Indiana
Mooresville Tribune, Inc. North Carolina
Park Newspapers of Rockingham, Inc. North Carolina
Park Broadcasting of Kentucky, Inc. Kentucky
Effingham Daily News Company Illinois
Park Broadcasting of Florida, Inc. Florida
Park Broadcasting of Louisiana, Inc. Louisiana
4
Exhibit 23.1
--------------
Consent of Independent Auditors
--------------------------------
We consent to the incorporation by reference in this Annual Report Form 10-K of
Park Communications, Inc. and subsidiaries of our report dated February 1, 1994,
included in the 1993 Annual Report to Shareholders of Park Communications, Inc.
and subsidiaries.
Our audits also included the financial statement schedules of Park
Communications, Inc. and subsidiaries listed in Item 14 (a). These schedules
are the responsibilities of the Company's management. Our responsibility is to
express an opinion based on our audits. In our opinion, the financial statement
schedules referred to above, when considered in relation to the basic financial
statements taken as a whole, present fairly in all material respects the
information set forth therein.
/s/Ernst & Young
Syracuse, New York
February 1, 1994
<PAGE>
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-60238) pertaining to the Park Communications, Inc. Employee Stock
Purchase Plan of our reports dated February 1, 1994, with respect to the
consolidated financial statements of Park Communications, Inc. incorporated by
reference in its Annual Report (Form 10-K) for the year ended December 31, 1993
and the related financial statement schedules included therein, filed with the
Securities and Exchange Commission.
/s/Ernst & Young
Syracuse, New York
March 29, 1994
<TABLE>
<CAPTION>
SCHEDULE I - MARKETABLE SECURITIES - OTHER INVESTMENTS
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- -------- -------- -------- -------- --------
AMOUNT AT WHICH EACH
PORTFOLIO OF EQUITY
SECURITY ISSUES AND EACH
NAME OF ISSUER NUMBER OF SHARES OR MARKET VALUE OF OTHER SECURITY ISSUE
AND TITLE OF UNITS-PRINCIPAL AMOUNT EACH ISSUE AT CARRIED IN THE BALANCE
EACH ISSUE OF BONDS AND NOTES COST OF EACH ISSUE BALANCE SHEET DATE SHEET
- ------------------ ------------------ ------------------ ------------------ ------------------
As of December, 1993
- --------------------
Notes and Commercial
Paper:
<S> <C> <C> <C> <C>
GMAC $ 46,000,000 $ 47,555,000 $ 46,216,000 $ 46,216,000
GE Corp. 26,500,000 26,500,000 26,500,000 26,500,000
Treasury Note 9,000,000 9,202,000 9,059,000 9,059,000
Ford 7,500,000 7,710,000 7,544,000 7,544,000
IBM 4,000,000 4,004,000 4,001,000 4,001,000
Wachovia Corp. 2,000,000 2,000,000 2,000,000 2,000,000
------------ ------------ ------------ ------------
Total short-term
investment $ 95,000,000 $ 96,971,000 $ 95,320,000 $ 95,320,000
============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- ---------
BALANCE AT CHARGED TO CHARGED BALANCE AT
BEGINNING COST & AGAINST END
PERIOD DESCRIPTION OF PERIOD EXPENSES ALLOWANCE OF PERIOD
- ------- ---------------- ------------ ------------ ----------- ---------
<S> <C> <C> <C> <C> <C>
Year Ended Allowance for
December 31, 1991 Doubtful Accounts $1,360,911 $1,131,970 $1,310,043 $1,182,838
Year Ended Allowance for
December 31, 1992 Doubtful Accounts $1,182,838 $ 621,894 $ 793,284 $1,011,448
Year Ended Allowance for
December 31, 1993 Doubtful Accounts $1,011,448 $ 919,418 $ 531,716 $1,399,150
</TABLE>
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
Column B
Charged to Costs
Period Column A and Expenses
- ------------ --------- ----------------
Item
----
Year Ended
December 31, 1991 Maintenance and repairs.......................... 2,122,000
Depreciation and amortization of intangible
assets, pre-operating costs and similar deferrals 13,609,000
Depreciation $6,516,000
Amortization 7,093,000
----------
Taxes, other than payroll and income taxes....... 1,584,000
Advertising costs................................ 1,397,000
Year Ended
December 31, 1992 Maintenance and repairs.......................... 2,086,000
Depreciation and amortization of intangible assets,
pre-operating costs and similar deferrals........ 14,085,000
Depreciation $6,913,000
Amortization 7,172,000
----------
Taxes, other than payroll and income taxes....... 1,682,000
Advertising costs................................ 1,687,000
Year Ended
December 31, 1993 Maintenance and Repairs.......................... 2,030,000
Depreciation and amortization of intangible
assets, pre-operating costs and similar deferrals 14,787,000
Depreciation $7,775,000
Amortization 7,012,000
----------
Taxes, other than payroll and income taxes....... 1,708,000
Advertising costs................................ 2,179,000
