FILED PURSUANT TO RULE 424(B)(3)
REGISTRATION NO. 333-02302
SUPPLEMENT NO. 1
TO
PROSPECTUS DATED MAY 6, 1996
ALLBRITTON COMMUNICATIONS COMPANY
OFFER TO EXCHANGE
all outstanding
9 3/4% Series A Senior Subordinated Debentures due 2007
($275,000,000 principal amount outstanding)
for
9 3/4% Series B Senior Subordinated Debentures due 2007
($275,000,000 principal amount outstanding)
Form 10-Q of Allbritton Communications Company for the
fiscal quarter ended March 31, 1996.
The date of this Prospectus Supplement is May 13, 1996.
PAGE
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM 10-Q
--------------------------
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED COMMISSION FILE NUMBER:
MARCH 31, 1996 333-02302
ALLBRITTON COMMUNICATIONS COMPANY
[Exact name of registrant as specified in its charter]
DELAWARE 78-180-3105
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
808 SEVENTEENTH STREET, N.W.
SUITE 300
WASHINGTON, DC 20006-3903
(Address of principal executive offices)
Registrant's telephone number, including area code: 202-789-2130
--------------------------
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 / / No /X/
Number of shares of Common Stock outstanding as of March 31, 1996:
20,000 shares.
- -------------------------------------------------------------------------
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ALLBRITTON COMMUNICATIONS COMPANY
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MARCH 31,1996
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION PAGE
Item 1. Financial Statements:
Consolidated Statements of Operations and Retained
Earnings for the Three and Six Months Ended March
31, 1995 and 1996 . . . . . . . . . . . . . . . . . 1
Consolidated Balance Sheets as of September 30, 1995
and March 31, 1996. . . . . . . . . . . . . . . . . 2
Consolidated Statements of Cash Flows for the Six
Months Ended March 31, 1995 and 1996 . . . . . . . . 3
Notes to Interim Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition . . . . . . . . . 8
PART II OTHER INFORMATION
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . 17
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . 17
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . 20
Exhibit Index . . . . . . . . . . . . . . . . . . . . . . . . 21
PAGE
<PAGE>
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ALLBRITTON COMMUNICATIONS COMPANY
(AN INDIRECTLY WHOLLY-OWNED SUBSIDIARY OF PERPETUAL CORPORATION)
CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
MARCH 31, MARCH 31,
------------------ ----------------
1995 1996 1995 1996
<S> <C> <C> <C> <C>
Operating revenues, net $30,415 $33,812 $70,185 $72,194
Television operating expenses, excluding
depreciation and amortization 17,928 21,263 36,632 42,455
Depreciation and amortization 1,412 2,293 2,731 3,567
Corporate expenses 963 1,358 1,757 2,187
------- ------- ------- ------
20,303 24,914 41,120 48,209
------- ------- ------- ------
Operating Income 10,112 8,898 29,065 23,985
Nonoperating income (expense)
Interest income
Related party 541 553 1,100 1,106
Other 34 673 61 705
Interest expense (5,677) (8,674) (10,716) (14,341)
Other, net (106) (161) (203) (252)
Income before income taxes and
extraordinary item 4,904 1,289 19,307 11,203
Provision for income taxes 2,069 681 8,092 4,495
Income before extraordinary item 2,835 608 11,215 6,708
Extraordinary loss on early repayment of debt,
net of related income tax benefit of $5,387 (7,750) (7,750)
------- ------- ------- ------
Net income (loss) 2,835 (7,142) 11,215 (1,042)
Retained earnings, beginning of period 51,457 69,040 43,077 62,940
Dividend from WSET and WCIV to Westfield (18,371) (18,371)
Tax benefit distributed (10) (10)
------- ------- ------- ------
Retained earnings, end of period $54,292 $43,517 $54,292 $43,517
======= ======= ======= =======
</TABLE>
See accompanying notes to interim consolidated financial statements.
1
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ALLBRITTON COMMUNICATIONS COMPANY
(AN INDIRECTLY WHOLLY-OWNED SUBSIDIARY OF PERPETUAL CORPORATION)
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
MARCH 31
SEPTEMBER 30, 1996
ASSETS 1995 (UNAUDITED)
------------- -----------
<S> <C> <C>
Current assets
Cash and cash equivalents $ 3,816 $ 25,990
Accounts receivable, net 26,552 29,069
Program rights 13,594 7,384
Deferred income taxes 1,222 1,208
State income taxes receivable 1,264
Other 2,308 4,006
-------- --------
Total current assets 47,492 68,921
Property, plant and equipment, net 21,911 35,501
Intangible assets, net 20,598 151,845
Deferred financing costs and other 4,296 10,628
Deferred income taxes 1,061 1,073
Cash surrender value of life insurance 3,333 3,237
Program rights 914 823
-------- --------
$ 99,605 $ 272,028
======== ========
LIABILITIES, REDEEMABLE PREFERRED STOCK AND
STOCKHOLDER'S INVESTMENT
Current liabilities
Notes payable $ 7,972
Accounts payable 2,608 $ 2,318
Accrued interest payable 4,475 5,969
Program rights payable 16,565 10,366
Accrued employee benefit expenses 2,157 2,059
Other accrued expenses 3,667 5,272
-------- --------
Total current liabilities 37,444 25,984
Long-term debt 189,820 398,352
Program rights payable 975 1,613
Deferred rent and other 2,483 2,689
Capital lease obligations 931 939
Accrued employee benefit expenses 1,663 1,676
-------- --------
233,316 431,253
-------- --------
Minority interest 1,285
-------- --------
Series A redeemable preferred stock, $1.00 par value,
200 shares authorized, 105 shares issued and out-
standing; redemption value $168,000 ($1,600 per share) 168 168
-------- --------
Stockholder's investment
Preferred stock, $1 par value, 800 shares authorized,
none issued
Common stock 1 1
Capital in excess of par 6,955 6,955
Retained earnings 62,940 43,517
Distributions to owners, net (203,775) (211,151)
-------- --------
Total stockholder's investment (133,879) (160,678)
-------- --------
$ 99,605 $ 272,028
======== ========
</TABLE>
See accompanying notes to interim consolidated financial statements
2
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ALLBRITTON COMMUNICATIONS COMPANY
(AN INDIRECTLY WHOLLY-OWNED SUBSIDIARY OF PERPETUAL CORPORATION)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
MARCH 31,
----------------
1995 1996
------- -------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $11,215 $(1,042)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation and amortization 2,731 3,567
Other noncash charges 213 377
Extraordinary loss on early repayment of debt 7,750
Provision for doubtful accounts 209 231
Gain on disposal of assets (33) (93)
Changes in assets and liabilities:
(Increase) decrease in assets:
Accounts receivable (1,774) (445)
Program rights 6,301 7,358
State income taxes receivable (1,264)
Other current assets 292 (1,684)
Other noncurrent assets (418) 259
Increase (decrease) in liabilities:
Accounts payable (627) (290)
Accrued interest payable (569) 1,494
Program rights payable (6,039) (8,086)
Accrued employee benefit expenses 93 (85)
Other accrued expenses (387) 1,207
Deferred rent and other liabilities 121 206
-------- --------
Total adjustments 113 10,502
-------- --------
Net cash provided by operating activities 11,328 9,460
-------- --------
Cash flows form investing activities:
Capital expenditures (1,532) (3,023)
Purchase of option (10,000)
Proceeds from disposal of assets 61 194
Acquisitions, net of cash acquired (134,303)
-------- --------
Net cash used in investing activities (1,471) (147,132)
-------- --------
Cash flows from financing activities:
Proceeds from issuance of debt 283,625
Deferred financing costs (7,016)
Extraordinary loss on early repayment of debt (7,750)
Draws (repayments) under lines of credit, net 1,500 (5,000)
Principal payments on long-term debt and capital lease obligations (1,151) (78,256)
Distributions to owners, net of certain charges (12,162) (34,032)
Repayments of distribution to owners 1,146 8,280
Other 685 (5)
-------- --------
Net cash (used in) provided by financing activities
(9,982) 159,846
-------- --------
Net (decrease) increase in cash and cash equivalents (125) 22,174
Cash and cash equivalents, beginning of period 2,763 3,816
-------- --------
Cash and cash equivalents, end of period $2,638 $25,990
======== ========
</TABLE>
See accompanying notes to interim consolidated financial statements
3
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ALLBRITTON COMMUNICATIONS COMPANY
(AN INDIRECTLY WHOLLY-OWNED SUBSIDIARY OF PERPETUAL CORPORATION)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim consolidated financial statements of
Allbritton Communications Company (an indirectly wholly-owned subsidiary of
Perpetual Corporation) and its subsidiaries (collectively, the Company),
included herein have been prepared pursuant to instructions for Form 10-Q and
Rule 10-01 of Regulation S-X. Accordingly, certain information and footnote
disclosures normally included in financial statements prepared in conformity
with generally accepted accounting principles have been omitted or condensed
where permitted by regulation. In management's opinion, the accompanying
financial statements reflect all adjustments, which were of a normal recurring
nature, and disclosures necessary for a fair presentation of the consolidated
financial statements for the interim periods presented. The results of
operations for the three and six months ended March 31, 1996 are not
necessarily indicative of the results that can be expected for the entire
fiscal year ending September 30, 1996. The interim consolidated financial
statements should be read in conjunction with the audited consolidated
financial statements and notes thereto for the year ended September 30, 1995
which are contained in the Company's Registration Statement on Form S-4.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosures on
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reported period.
Actual results could differ from those estimates.
NOTE 2 - CONTRIBUTION OF WSET AND WCIV
The common stock of WSET, Incorporated (WSET) and First Charleston Corp.
(WCIV), which was formerly held by Westfield News Advertiser, Inc. (Westfield),
which is wholly-owned by Mr. Joe L. Allbritton, was contributed to the Company
on March 1, 1996 (the Contribution). Since the Contribution represents a
transfer of assets between entities under common control, the amounts
transferred were recorded at historical cost. Further, as the Company, WSET
and WCIV were indirectly owned by Mr. Joe L. Allbritton for all periods in
which the consolidated financial statements are presented, the Company's
consolidated financial statements have been retroactively restated to reflect
the Contribution.
In connection with the Contribution, WSET and WCIV declared non-cash dividends
to Westfield in the amount of $18,371, which represented the
4
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<PAGE>
cumulative net advances made by WSET and WCIV as of the date of the
Contribution.
NOTE 3 - LONG-TERM DEBT
On February 6, 1996, the Company completed a $275,000 offering of 9.75% Senior
Subordinated Debentures due 2007 (Debentures) at a discount of $1,375. A
portion of the proceeds of the offering were used to finance the acquisitions
of the assets and certain liabilities of WHTM-TV, Inc. (WHTM) and the assets
and certain liabilities of WCFT-TV (WCFT) (collectively, the Acquisitions), to
repay amounts borrowed to purchase an option to purchase the assets of RKZ,
Inc., and, in connection with the transactions by which WSET and WCIV became
wholly-owned subsidiaries of the Company, to make a cash advance of $6,600 to
Westfield which enabled Westfield to repay certain indebtedness as to which
WSET was a guarantor. In addition, the Company used a portion of the proceeds
from the sale of the Debentures to repay approximately $63,500 of long-term
debt which was outstanding under Secured Promissory Notes with two
institutional investors, and to repay approximately $3,204 and $8,000 which was
outstanding under a term loan and a revolving line of credit, respectively.
A prepayment penalty on the early repayment of the Secured Promissory Notes and
the accelerated amortization of the related unamortized deferred financing
costs totaled $13,137, before applicable income tax benefit of $5,387. This
loss is reflected as an extraordinary loss of $7,750 in the interim
consolidated statements of operations for the three and six months ended March
31, 1996.
On April 16, 1996, the Company executed a new working capital facility (Senior
Credit Facility) which permits borrowings up to $40,000 and matures in 2001.
The Senior Credit Facility replaces a $10,000 revolving line of credit that
expired on March 31, 1996.
NOTE 4 - ACQUISITIONS
On March 1, 1996, the Company, through its 80%-owned subsidiary, Harrisburg
Television, Inc., completed its acquisition of the assets and certain
liabilities of WHTM, a television station serving the
Harrisburg-York-Lancaster-Lebanon, Pennsylvania television market, for
$115,303 plus expenses. On March 15, 1996, the Company, through its 80%-owned
subsidiary, TV Alabama, Inc., completed its acquisition of the assets and
certain liabilities of WCFT, a television station serving the Tuscaloosa,
Alabama television market, for $20,000 plus expenses. The RLA Revocable Trust,
created for the benefit of Robert Lewis Allbritton, owns 20% of Harrisburg
Television, Inc. and TV Alabama, Inc., respectively. Robert Allbritton is a
director and officer of the Company and is the son of Joe L. Allbritton,
Chairman of the Board of Directors of the Company. The Acquisitions were
accounted for as purchases and accordingly, the cost of the acquired entities
was assigned to the identifiable tangible and intangible assets acquired and
liabilities assumed based on their fair values at the respective dates of the
purchases. Accordingly, the results of operations of WHTM are included in the
Company's interim consolidated financial statements since March 1, 1996, and
the results of operations of WCFT are included in the Company's interim
5
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<PAGE>
consolidated financial statements since March 15, 1996. Amounts recorded as
intangible assets relating to these acquisitions principally represent amounts
for broadcast licenses and network affiliations. Such amounts are being
amortized over forty years.
The following pro forma summary presents the consolidated results of operations
of the Company for the six months ended March 31, 1995 and 1996 as if the
offering of the Debentures and the application of the net proceeds thereof,
(including the Acquisitions) had occurred at the beginning of
the respective periods.
<TABLE>
<CAPTION>
SIX MONTHS ENDED MARCH 31,
--------------------------
1995 1996
-------- --------
<S> <C> <C>
Operating revenues, net $82,108 $81,554
Income before extraordinary item 5,612 3,944
Net loss (2,138) (3,806)
</TABLE>
NOTE 5 - LOCAL MARKETING AGREEMENT AND ASSOCIATED OPTION
On December 29, 1995, the Company entered into a ten-year local marketing
agreement (LMA) with RKZ, Inc., which owns WJSU-TV (WJSU), a television station
currently operating in Anniston, Alabama. The LMA provides for the Company to
supply program services to WJSU, to operate the station and to retain all
revenues from all advertising sales. In exchange, the Company pays all station
operating expenses and certain management fees to RKZ, Inc. The operating
revenues and expenses of WJSU are therefore included in the Company's interim
consolidated financial statements since December 29, 1995. In connection with
the LMA, the Company also entered into an option (Option) to purchase the
assets of WJSU. The Option was provided to the Company in exchange for $10,000
and is exercisable over a ten-year period for an additional $2,000 upon a
change in current regulations or a waiver permitting common ownership of WCFT
and WJSU. The Option also requires additional consideration of up to $7,000
in the event of specified events. The Company paid for the Option using the
proceeds of a $10,000 loan made in December 1995 from an unrelated financial
institution. The Company subsequently assigned the LMA and the Option to its
80%-owned subsidiary, TV Alabama, Inc. This loan was repaid using a portion
of the proceeds from the sale of the Debentures. The cost of the Option is
included in intangible assets in the Company's balance sheet at March 31, 1996,
and is being amortized over ten years, the term of the Option and the LMA.
NOTE 6 - TRANSACTIONS WITH OWNERS
In the ordinary course of business, the Company makes cash advances in the form
of distributions to Perpetual. Prior to the Contribution, WSET and WCIV made
cash advances to Westfield, and Westfield repaid certain of such advances.
Because at present, the primary source of repayment of the net advances from
6
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the Company is through the ability of the Company to pay dividends or make
other distributions to Perpetual, and there is no immediate intent for these
amounts to be repaid, such amounts have been treated as a reduction of
Stockholder's investment and described as "distributions" in the Company's
consolidated balance sheets. The following summarizes these and certain other
transactions:
<TABLE>
<CAPTION>
SIX MONTHS ENDED MARCH 31,
--------------------------
1995 1996
-------- --------
<S> <C> <C>
Distributions to owners, beginning of period $186,995 $203,775
Cash advances 18,771 34,042
Repayment of cash advances (1,146) (8,280)
Charge for income taxes (6,609)
Other, net (685) (15)
Dividends declared by WSET and WCIV (18,371)
-------- --------
Distributions to owners, end of period $197,326 $211,151
======== ========
Weighted average amount of non-interest bearing
advances outstanding during the period $175,870 $192,318
======== ========
In connection with the transactions by which the Contribution was consummated,
WSET and WCIV declared non-cash dividends to Westfield in the amount of
$18,371, which represent the cumulative net advances made from WSET and WCIV
to Westfield as of the date of the Contribution. The dividend has, therefore,
been reflected as a reduction to retained earnings and distributions to owners
during the six months ended March 31, 1996.
7
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
Allbritton Communications Company (the Company) owns and operates seven
network-affiliated television stations: WJLA in Washington, D.C.; WHTM in
Harrisburg, Pennsylvania; KATV in Little Rock, Arkansas; KTUL in Tulsa,
Oklahoma; WSET in Lynchburg, Virginia; WCIV in Charleston, South Carolina; and
WCFT in Tuscaloosa, Alabama. The consolidated financial statements and
consolidated financial data included herein include the amounts for the
television stations listed above, with amounts for WHTM and WCFT included only
since March 1, 1996 and March 15, 1996, respectively, the dates in which the
acquisitions of the assets of those entities were completed. The Company also
operates WJSU, a network affiliated television station in Anniston, Alabama,
pursuant to a local marketing agreement (LMA) with its owner which was entered
into on December 29, 1995. The consolidated financial statements and
consolidated financial data include only operating revenues and certain
operating expenses for WJSU since December 29, 1995, pursuant to the terms of
the LMA.
The common stock of WSET and WCIV, which was formerly held by Westfield News
Advertiser ("Westfield"), which is wholly-owned by Mr. Joe L. Allbritton, was
contributed to the Company on March 1, 1996 (the "Contribution"). Since the
Contribution represents a transfer of assets between entities under common
control, the amounts transferred were recorded at historical cost. Further,
as the Company, WSET and WCIV were indirectly owned by Mr. Joe L. Allbritton
for all periods in which the consolidated financial statements are presented,
the Company's consolidated financial statements and consolidated financial data
have been retroactively restated to reflect the Contribution.
The operating revenues of the Company are derived from local and national
advertisers and, to a much lesser extent, from the networks and program
syndicators for the broadcast of programming and from commercial production and
tower rental activities. The primary operating expenses involved in operating
television stations are employee compensation, programming, news gathering,
production, promotion and the solicitation of advertising.
Television stations receive revenues for advertising sold for placement within
and adjoining locally originated programming and adjoining their network
programming. Advertising is sold in time increments and is priced primarily
on the basis of a program's popularity among the specific audience an
advertiser desires to reach, as measured principally by quarterly audience
surveys. In addition, advertising rates are affected by the number of
advertisers competing for the available time, the size and demographic makeup
of the markets served and the availability of alternative advertising media in
the market areas. Rates are highest during the most desirable viewing hours
(generally during local news programming and prime time), with corresponding
reductions during other hours.
The Company's advertising revenues are generally highest during the first and
third quarters of each fiscal year, due in part to increases in retail
advertising leading up to and including the holiday season and active
advertising in the spring. In addition, advertising revenues are generally
higher during election years due to spending by political candidates, which
is typically heaviest during the Company's first fiscal quarter.
NEW STATIONS
In March 1996, the Company, through its 80%-owned subsidiaries Harrisburg
Television, Inc. and TV Alabama, Inc., acquired the assets and assumed certain
liabilities of WHTM and WCFT, respectively. The Company paid approximately
$115,303,000 in connection with the March 1, 1996 acquisition of WHTM,
including $2,303,000 paid pursuant to an option to purchase certain outstanding
accounts receivable of WHTM, and $20,000,000 in connection with the March 15,
1996 acquisition of WCFT. The Company's consolidated results of operations
include the results for WHTM since March 1, 1996 and the results of operations
for WCFT since March 15, 1996. The purchase method was used to account for the
acquisitions.
8
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On December 29, 1995, the Company entered into a ten-year LMA with RKZ, Inc.,
which owns WJSU-TV ("WJSU"), a television station currently operating in
Anniston, Alabama. The LMA provides for the Company to supply program services
to WJSU, to operate the station and to retain all revenues from all advertising
sales. In exchange, the Company pays certain station operating expenses and
certain management fees to RKZ, Inc. The operating revenues and expenses of
WJSU are therefore included in the Company's interim consolidated financial
statements since December 29, 1995.
In connection with the LMA, the Company also entered into an option (the
"Option") to purchase the assets of WJSU. The Option was provided to the
Company in exchange for $10,000,000 and is exercisable over a ten-year period
for an additional $2,000,000 upon a change in current regulations or a waiver
of rules of the Federal Communications Commission prohibiting common ownership
of WCFT and WJSU. The Option also provides for additional consideration of up
to $7,000,000 in the event of specified events.
WHTM, WCFT and WJSU, collectively, are referred to throughout as "New
Stations."
RESULTS OF OPERATIONS
Set forth below are selected consolidated financial data for the three and six
months ended March 31, 1996 and 1995 in actual dollars and as a percentage of
net operating revenues:
</TABLE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, SIX MONTHS ENDED MARCH 31,
------------------------------ ------------------------------
1995 % 1996 % 1995 % 1996 %
------ ------ ------ ------ ------ ------ ------ ------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Operating Revenues, net $30,415 100.0 $33,812 100.0 $70,185 100.0 $72,194 100.0
Television Operating Expenses,
Excluding Depreciation and
Amortization 17,928 59.0 21,263 62.9 36,632 52.2 42,455 58.8
Depreciation and Amortization 1,412 4.6 2,293 6.8 2,731 3.9 3,567 4.9
Corporate Expenses 963 3.2 1,358 4.0 1,757 2.5 2,187 3.1
------ ----- ------ ----- ------ ----- ------ -----
Operating Income $10,112 33.2 $8,898 26.3 $29,065 41.4 $23,985 33.2
====== ===== ====== ===== ====== ===== ====== =====
</TABLE>
NET OPERATING REVENUES
The following table depicts the principal types of operating revenues, net of
agency commissions, earned by the Company for each of the three and six months
ended March 31, 1995 and 1996, and the percentage contribution of each to the
total broadcast revenues earned by the Company, before fees:
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<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, SIX MONTHS ENDED MARCH 31,
-------------------------------- ---------------------------------
1995 % 1996 % 1995 % 1996 %
------ ------ ------ ------ ------ ------ ------ ------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Local/Regional (1) $14,834 47.4 $16,279 46.6 $33,041 45.8 $35,323 47.4
National (2) 13,577 43.4 13,797 39.5 29,314 40.6 30,200 40.5
Network Compensation (3) 667 2.1 1,979 5.7 1,291 1.8 2,572 3.5
Political (4) 41 .1 316 .9 3,172 4.4 720 1.0
Trade & Barter (5) 1,433 4.6 1,691 4.8 3,036 4.2 3,310 4.4
Other Revenue (6) 753 2.4 898 2.5 2,311 3.2 2,400 3.2
------ ----- ------ ----- ------ ----- ------ -----
Broadcast Revenues 31,305 100.0 34,960 100.0 72,165 100.0 74,525 100.0
Fees (7) (1,141) ===== (1,244) ===== (2,394) ===== (2,561) =====
Broadcast Revenue
Net of Fees (8) 30,164 33,716 69,771 71,964
Non-Broadcast Revenue 251 96 414 230
------ ------ ------ ------
Total Operating Revenue $30,415 $33,812 $70,185 $72,194
====== ====== ====== ======
<FN>
<F1> (1) Represents sale of advertising time to local and regional advertisers or agencies representing such
advertisers.
<F2> (2) Represents sale of advertising time to agencies representing national advertisers.
<F3> (3) Represents payment by networks for broadcasting or promoting network programming.
<F4> (4) Represents sale of advertising time to political advertisers.
<F5> (5) Represents value of commercial time exchanged for goods and services (trade) or syndicated programs
(barter).
<F6> (6) Represents miscellaneous revenue, principally receipts from tower rental, production of commercials
and revenue from the sales of University of Arkansas sports programming to advertisers and radio
stations.
<F7> (7) Represents fees paid to national sales representatives and fees paid for music licenses.
<F8> (8) Represents revenues from program syndication sales and other miscellaneous non-broadcast revenues.
</FN>
</TABLE>
Net operating revenues for the three months ended March 31, 1996 totaled
$33,812,000, an increase of $3,397,000, or 11.2%, when compared to net
operating revenues of $30,415,000 for the three months ended March 31, 1995.
This increase is attributable to a $1,445,000 increase in local/regional
advertising and $1,312,000 increase in network compensation.
Local/regional and national advertising constitute the Company's largest
categories of operating revenues, collectively representing close to 90% of the
Company's total broadcast revenues in the periods presented. Although the
total percentage contribution of local/regional and national advertising has
been relatively constant, the growth rate of local/regional and national
advertising revenues varies based upon the demand and rates for local/regional
advertising time versus national advertising time in each of the Company's
markets.
Local/regional advertising revenues increased 9.7% and 6.9% during the three
and six months ended March 31, 1996, respectively, versus the comparable
periods in fiscal 1995, while national advertising revenues increased 1.6% and
3.0% during the same respective periods. The increase in local/regional
advertising revenues for the three months ended March 31, 1996 versus the three
months ended March 31, 1995 is largely attributable to $1,402,000 of
local/regional advertising revenue generated by the New Stations. The
local/regional advertising revenues for the six months ended March 31, 1996
increased by $2,282,000 over the six months ended March 31, 1995 due to the
$1,402,000 generated by the New Stations as discussed above, coupled with
increased local/regional advertising revenue in the Tulsa and Little Rock
markets which management attributes to certain changes in the competitive
environment
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and an increase in total market revenues. Local/regional
advertising revenue in the Company's remaining markets remained relatively
consistent with prior period amounts.
National advertising revenue increased $220,000 and $886,000 for the three and
six months ended March 31, 1996 over comparable periods in the prior year. The
quarterly increase is a result of additional national advertising revenue of
approximately $872,000 for the New Stations, offset by a weakening of the
Washington, DC market for national advertisers.
Political revenue, which comprised 4.4% of the Company's total operating
revenues during the six months ended March 31, 1995, decreased by $2,452,000,
or 77.3%, during the six months ended March 31, 1996 versus the six months
ended March 31, 1995 due primarily to various high-profile political races in
the Washington, DC metropolitan area as well as in Little Rock and Tulsa in
November 1994 with no comparable political elections occurring in November
1995.
The increase in network compensation is primarily attributable to a retroactive
provision in certain of the new affiliation agreements with the ABC network,
which were executed in March 1996.
The net operating revenue increase of $2,009,000, or 2.9%, to $72,194,000 for
the six months ended March 31, 1996 as compared to $70,185,000 for the same
period in the prior year is attributable to $2,452,000 in net operating revenue
contributed by the New Stations, other factors discussed above in the second
fiscal quarter, offset by a decrease in political advertising revenue of
$2,452,000 compared to the political revenue during the same period in the
prior year.
No individual advertiser accounted for more than 5% of the Company's broadcast
revenues during the three or six months ended March 31, 1996 or 1995.
TOTAL OPERATING EXPENSES
Total operating expenses for the three months ended March 31, 1996 totaled
$24,914,000, an increase of $4,611,000, or 22.7%, compared to total operating
expenses of $20,303,000 for the three month period ended March 31, 1995.
Television operating expenses (before depreciation, amortization, and corporate
expenses) totaled $21,263,000 for the three months ended March 31, 1996, an
increase of $3,335,000, or 18.6%, compared to $17,928,000 for the three months
ended March 31, 1995. Television operating expenses of the New Stations
accounted for approximately 50% of the increase. The remaining increase in
television operating expenses was due to general increases in sales,
programming and news expenses. The increase in sales expense was primarily
associated with the increased compensation expense, rights fees and production
expenses associated with the sale of University of Arkansas sport programming
to local radio stations by KATV, referred to by the Company as the Arkansas
Razorback Sports Network. The increase in programming expense relates to an
increase in programming costs under certain long-term program contracts
primarily at
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WJLA, KATV and WSET. The increase in news expense was primarily
due to increased staffing which resulted in higher compensation expense.
Total operating expenses for the six months ended March 31, 1996 totaled
$48,209,000, an increase of $7,089,000, or 17.2%, compared to the $41,120,000
for the six months ended March 31, 1995. Television operating expenses (before
depreciation, amortization and corporate expenses) totaled $42,455,000 for the
six months ended March 31, 1996, an increase of $5,823,000, or 15.9%, compared
to $36,632,000 for the six months ended March 31, 1995. The increase in
television operating expenses is due to the aforementioned reasons plus
increased promotion expense, primarily attributable to WJLA.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization expense of $2,293,000 for the three months ended
March 31, 1996 increased $881,000, or 62.4%, due principally to the increased
amount of depreciable assets and intangible assets primarily attributable to
the acquisitions of WHTM and WCFT. Depreciation and amortization expense of
$3,567,000 for the six months ended March 31, 1996 increased $836,000, or
30.6%, compared to $2,731,000 for the six months ended March 31, 1995
principally for the same reasons.
CORPORATE EXPENSES
Corporate expenses of $1,358,000 for the three months ended
March 31, 1996 increased $395,000, or 41.0%, compared to
$963,000 for the three months ended March 31, 1995. The
increase was due to increases in various expenses including
legal, consulting, and compensation. The increase in legal and
consulting expenses is attributable to acquisition initiatives
subsequently not pursued. Corporate expenses of $2,187,000
for the six months ended March 31, 1996 increased $430,000,
or 24.5%, over the same period in the prior year primarily for
the same reasons.
OPERATING INCOME
For the three months ended March 31, 1996, operating income of $8,898,000
decreased $1,214,000, or 12.0%, when compared to operating income of
$10,112,000 for the three months ended March 31, 1995. The decrease was due
primarily to increased revenue offset by increased operating, depreciation and
amortization expense, and corporate expenses as discussed above.
Operating income of $23,985,000 for the six months ended March 31, 1996
decreased $5,080,000, or 17.5%, when compared to operating income of
$29,065,000 for the six months ended March 31, 1995. The decrease in operating
income was due to increased revenue offset by increased operating, depreciation
and amortization expense, and corporate expenses as discussed above. The New
Stations had no significant impact on operating income as increased revenue was
offset by operating expenses.
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OTHER NON-OPERATING EXPENSES
Interest expense of $8,674,000 for three months ended March 31, 1996 increased
$2,997,000, or 52.8%, as compared to $5,677,000 for the three month period
ended March 31, 1995. Approximately $2,756,000 of this increase is due to the
incremental interest expense associated with the issuance of the Company's
$275,000,000 9.75% Senior Subordinated Debentures due 2007 (the "Debentures")
on February 6, 1996. The Company used the proceeds from the sale of the
Debentures to finance the acquisitions of WHTM and WCFT and the cost of the
Option, as well as to repay approximately $75,000,000 of existing indebtedness.
The early repayment of certain of this debt required a prepayment penalty of
$12,934,000, which resulted in the Company incurring a loss, net of the related
income tax benefit, of $7,750,000 which is included as an extraordinary item
in the Company's interim financial statements. Interest income of $1,226,000
for the three months ended March 31, 1996 increased $651,000, or 113.2%, as
compared to interest income of $575,000 for the three months ended March 31,
1995. The increase is primarily due to approximately $492,000 in investment
interest earned from investing excess proceeds from the sale of the Debentures
during the months of February and March of 1996.
Interest expense for the six months ended March 31, 1996 was $14,341,000, an
increase of $3,625,000, or 33.8%, as compared to $10,716,000 for the six month
period ended March 31, 1995. The increase is attributable to increased
interest expense from the issuance of the Debentures as discussed above,
together with higher average debt balances and interest rates in the first
quarter of fiscal 1996 compared to the same period in the prior year. The
weighted average balances of debt were $197,845,000 and $260,316,000 for the
six months ended March 31, 1995 and 1996, respectively, and the weighted
average interest rate on debt was 11.2% and 10.8% for the six months ended
March 31, 1995 and 1996, respectively.
INCOME TAXES
The provision for income taxes for the three months ended March 31, 1996
totaled $681,000, a decrease of $1,388,000, or 67.1%, when compared to the
provision for income taxes of $2,069,000 for the three months ended March 31,
1995. The decrease is directly attributable to the $3,615,000, or 73.7%,
decrease in income before income taxes and extraordinary item which declined
for reasons previously discussed.
For the six months ended March 31, 1996, the provision for income taxes
decreased $3,597,000, or 44.5%, due to a $8,104,000, or 42.0%, decrease in
income before income taxes and extraordinary item, the factors for which have
been described above.
NET LOSS
The net loss for the three months ended March 31, 1996 was $7,142,000 compared
to net income of $2,835,000 for the three months ended March 31,
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1995, a decrease of $9,977,000, or 351.9%. The decrease results from a decrease
in income from operations of $1,214,000, increase in interest expense of
$2,997,000, increase in interest income of $651,000, decrease in income taxes
of $1,388,000, and the extraordinary charge for early repayment of debt, net
of tax benefit, of $7,750,000.
For the six months ended March 31, 1996, the Company recorded a net loss of
$1,042,000 compared to net income of $11,215,000 for the six month period ended
March 31, 1995, a decrease of $12,257,000, or 109.3%. This decrease in net
income is attributed primarily to a decrease in income from operations of
$5,080,000, increase in interest expense of $3,625,000, increase in interest
income of $650,000, decrease in income taxes of $3,597,000, and the
extraordinary charge for early repayment of debt, net of tax benefit, of
$7,750,000.
BALANCE SHEET
Significant balance sheet fluctuations from September 30, 1995 to March 31,
1996 consist of increased cash and cash equivalents, accounts receivable,
property, plant and equipment, intangible assets, deferred financing costs and
long-term debt, offset by decreases in notes payable, program rights and
program rights payable. The increase in cash and cash equivalents of
$22,174,000, or 581.1%, is due to the cash remaining for capital expenditures
and working capital purposes from the proceeds of the Debenture offering. The
increase in accounts receivable of $2,517,000, or 9.5%, is a result of seasonal
fluctuations in local/regional and national advertising revenue and the
purchase of the outstanding accounts receivable of WHTM at March 1, 1996. The
increase in property, plant and equipment, net of $13,590,000 and intangible
assets of $131,247,000 are a result of the acquisitions of WHTM and WCFT. The
increase in deferred financing costs of $6,332,000 and long-term debt of
$208,532,000 as well as the decrease in notes payable of $7,972,000 result
from the $275,000,000 offering of Debentures. The decrease in program rights
and program rights payable of $6,301,000 and $5,561,000, respectively, are a
result of program contracts assumed in the acquisitions of WHTM and WCFT,
offset by six months of amortization of program rights and six months of
payments of program contracts payable.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 1996, the Company's cash and cash equivalents aggregated
$25,990,000, and the Company had an excess of current assets over current
liabilities of $42,937,000.
CASH PROVIDED BY OPERATIONS. The Company's principal source of working
capital is internally generated cash flow from operations. As reported in its
consolidated statements of cash flows, the Company generated net cash from
operations of $11,328,000 and $9,460,000 during the six months ended March 31,
1995 and 1996, respectively.
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SALE OF DEBENTURES AND USE OF PROCEEDS. On February 6, 1996, the Company
completed the $275,000,000 offering of the Debentures at a discount of
$1,375,000. Principal is payable at maturity.
The proceeds from the offering of the Debentures were used to finance the
acquisitions of WHTM, $115,303,000, and WCFT, $20,000,000, and the cost of the
Option, $10,000,000, as well as to repay certain other indebtedness.
Additionally, in connection with the Contribution on March 1, 1996, the Company
made a cash advance of $6,600,000 to Westfield News Advertiser, Inc., an
affiliate, to repay certain indebtedness of which WSET was a guarantor. The
Company repaid approximately $63,500,000 of debt which was outstanding under
Secured Promissory Notes with two institutional investors, plus paid a related
prepayment penalty of $12,934,000, incurring a related loss, net of income tax
benefit, of $7,750,000 on the early repayment. The Company also repaid
$3,204,000 outstanding under a term loan and $8,000,000 outstanding under a
revolving line of credit. The remaining net proceeds were retained by the
Company for working capital and general corporate purposes.
As a result of these transactions, the Company's total debt, including the
current portion of long-term debt, increased from $195,518,000 at September 30,
1995 to $399,485,000 at March 31, 1996. This debt, net of applicable
discounts, consists of $124,727,000 of 11.5% Senior Subordinated Debentures due
2004, $273,625,000 of the 9.75% Debentures, and $1,133,000 of capital lease
obligations.
SENIOR CREDIT FACILITY. On April 16, 1996, the Company executed a new
$40,000,000 working capital facility (the "Senior Credit Facility") with a
group of three banks. The Senior Credit Facility matures on April 16, 2001 and
is secured by the stock of the Company and its subsidiaries. This Senior
Credit Facility replaces a $10,000,000 working capital facility which expired
on March 31, 1996.
TRANSACTIONS WITH OWNERS. For the six months ended March 31, 1995 and 1996,
the Company made cash advances to owners net of repayments and certain charges
totaling $10,331,000 and $25,747,000, respectively. The Company periodically
makes advances in the form of distributions to Perpetual. At present, the
primary source of repayment of the net advances is through the ability of the
Company to pay dividends or make other distributions to Perpetual, and there
is no immediate intent for the amounts to be repaid. Accordingly, these
advances have been treated as a reduction of Stockholder's investment and
described as "distributions" in the Company's consolidated financial
statements.
In conjunction with the contribution of the common stock of WSET and WCIV to
the Company on March 1, 1996, WSET and WCIV declared non-cash dividends to
Westfield totaling $18,371,000. Such dividends represented the cumulative net
advances made to Westfield by WSET and WCIV as of the date of the Contribution.
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Stockholder's deficit amounted to $160,678,000 at March 31, 1996, a decrease
of $26,799,000, or 20%, from the September 30, 1995 deficit of $133,879,000.
The decrease is primarily due to a net loss for the period of $1,042,000, a net
increase in distributions to owners of $25,747,000, and the tax benefit
distributed of $10,000.
OTHER USES OF CASH. Management estimates that capital expenditures for fiscal
year 1996 will approximate $21,900,000. Such amounts include $18,500,000
relating to the completion of facilities for TV Alabama, Inc. During the six
months ended March 31, 1995 and 1996, capital expenditures totaled $1,532,000
and $3,023,000, respectively. The increase in capital expenditures during the
six months ended March 31, 1996 is principally attributable to facility
construction-in-process and fixed asset additions in Alabama to begin
consolidation of the operations of WCFT and WJSU.
The Company regularly enters into program contracts for the right to broadcast
television programs produced by others and program commitments for the right
to broadcast programs in the future. For the six months ended March 31, 1996,
the Company made cash payments of $5,286,000 for the rights to television
programs.
The Company anticipates that its existing cash position, together with cash
flows generated by operating activities and amounts available under the credit
facility will be sufficient to finance the operating cash flow requirements of
its stations, debt service requirements and anticipated capital expenditures.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is from time to time a defendant
in various lawsuits which arise in the ordinary
course of business. The management of the
Company does not believe that any such
currently pending or threatened litigation is
likely to have a material adverse effect on the
business or financial condition of the Company.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. EXHIBITS
3.1 Certificate of Incorporation of ACC.
(Incorporated by reference to Exhibit 3.1
of Registrant's Registration Statement on
Form S-4, No. 333-02302, dated March
12, 1996.)
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3.2 Bylaws of ACC. (Incorporated by
reference to Exhibit 3.2 of Registrant's
Registration Statement on Form S-4, No.
333-02302, dated March 12, 1996.)
4.1 Indenture dated as of February 6, 1996
between ACC and State Street Bank and
Trust Company, as Trustee, relating to
the Debentures. (Incorporated by
reference to Exhibit 4.1 of Registrant's
Registration Statement on Form S-4, No.
333-02302, dated March 12, 1996.)
4.2 Indenture dated as of August 26, 1992
between ACC and the First National
Bank of Boston, as Trustee, relating to
11 1/2% Senior Subordinated Debentures
due 2004. (Incorporated by reference to
Exhibit 4.2 of Registrant's Registration
Statement on Form S-4, No. 333-02302,
dated March 12, 1996.)
4.3 Form of 9 3/4% Series B Senior
Subordinated Debentures due 2007.
(Incorporated by reference to Exhibit 4.4
of Registrant's Registration Statement on
Form S-4, No. 333-02302, dated March
12, 1996.)
4.4 Revolving Credit Agreement dated as of
April 16, 1995 by and among Allbritton
Communications Company certain Banks,
and The First National Bank of Boston,
as agent.
10.1 Registration Rights Agreement by and
among ACC, Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith
Incorporated and Salomon Brothers, Inc.,
dated February 6, 1996. (Incorporated by
reference to Exhibit 10.1 of Registrant's
Registration Statement on Form S-4, No.
333-02302, dated March 12, 1996.)
10.2 Network Affiliation Agreement (WHTM-
TV, Inc.). (Incorporated by reference to
Exhibit 10.3 of Registrant's Pre-effective
Amendment No. 2 to Registration
Statement on Form S-4, dated May 2,
1996.)
10.3 Network Affiliation Agreement (WCIV).
(Incorporated by reference to Exhibit 10.4
of Registrant's Pre-effective Amendment
No. 1 to Registration Statement on Form
S-4, dated April 22, 1996.)
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10.4 Network Affiliation Agreement (WSET-
TV). (Incorporated by reference to
Exhibit 10.5 of Registrant's Pre-effective
Amendment No. 1 to Registration
Statement on Form S-4, dated April 22,
1996.)
10.5 Network Affiliation Agreement (WJLA-
TV). (Incorporated by reference to
Exhibit 10.6 of Registrant's Pre-effective
Amendment No. 1 to Registration
Statement on Form S-4, dated April 22,
1996.)
10.6 Network Affiliation Agreement (KATV
Television, Inc.). (Incorporated by
reference to Exhibit 10.7 of Registrant's
Pre-effective Amendment No. 1 to
Registration Statement on Form S-4,
dated April 22, 1996.)
10.7 Network Affiliation Agreement (KTUL
Television, Inc.). (Incorporated by
reference to Exhibit 10.8 of Registrant's
Pre-effective Amendment No. 1 to
Registration Statement on Form S-4,
dated April 22, 1996.)
10.8 Network Affiliation Agreement (WCFT-
TV and WJSU-TV). (Incorporated by
reference to Exhibit 10.9 of Registrant's
Pre-effective Amendment No. 1 to
Registration Statement on Form S-4,
dated April 22, 1996.)
10.9 Tax Sharing Agreement effective as of
September 30, 1991 by and among
Perpetual Corporation, Inc., ACC and
Allnewsco, Inc., as amended.
(Incorporated by reference to Exhibit
10.9 of Registrant's Registration
Statement on Form S-4, No. 333-02302,
dated March 12, 1996.)
10.10 Time Brokerage Agreement dated as of
December 21, 1995 by and between RKZ
Television, Inc. and ACC. (Incorporated
by reference to Exhibit 10.11 of
Registrant's Registration Statement on
Form S-4, No. 333-02302, dated March
12, 1996.)
10.11 Option Agreement dated December 21,
1995 by and between ACC and RKZ
Television, Inc. (Incorporated by
reference to Exhibit 10.12 of, Registrant's
Statement on Form S-4, No. 333-02302,
dated March 12, 1996.)
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10.12 Assignment and Assumption Agreement
dated as of February 1, 1996 by and
between ACC, Allfinco, Inc. and TV
Alabama Inc. (Incorporated by reference
to Exhibit 10.13 of Registrant's
Registration Statement on Form S-4, No.
333-02302, dated March 12, 1996.)
10.13 Master Lease Finance Agreement dated
as of August 10, 1994 between
BancBoston Leasing, Inc. and ACC, as
amended. (Incorporated by reference to
Exhibit 10.16 of Registrant's Registration
Statement on Form S-4, No. 333-02302,
dated March 12, 1996.)
10.14 Representation Agreement dated as of
July 1, 1995 by and between 78 inc. and
WJLA-TV. (Incorporated by reference to
Exhibit 10.17 of Registrant's Registration
Statement on Form S-4, No. 333-02302,
dated March 12, 1996.)
27. Financial Data Schedule
b. Reports on Form 8-K
No reports on Form 8-K were filed during
the quarter.
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SIGNATURES
Pursuant to the requirements 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.
ALLBRITTON COMMUNICATIONS COMPANY
(Registrant)
MAY 13, 1996 /S/LAWRENCE I. HEBERT
Date Name: Lawrence I. Hebert
Title: President
/S/ HENRY D. MORNEAULT
MAY 13, 1996 NAME: HENRY D. MORNEAULT
Date Title: Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT PAGE NO.
3.1 Certificate of Incorporation of ACC. (Incorporated
by reference to Exhibit 3.1 of Registrant's
Registration Statement on Form S-4, No. 333-02302,
dated March 12, 1996.) *
3.2 Bylaws of ACC. (Incorporated by reference to
Exhibit 3.2 of Registrant's Registration Statement
on Form S-4, No. 333-02302, dated March 12, 1996.) *
4.1 Indenture dated as of February 6, 1996 between
ACC and State Street Bank and Trust Company, as
Trustee, relating to the Debentures. (Incorporated
by reference to Exhibit 4.1 of Registrant's
Registration Statement on Form S-4, No. 333-02302,
dated March 12, 1996.) *
4.2 Indenture dated as of August 26, 1992 between ACC
and the First National Bank of Boston, as Trustee,
relating to 11 1/2% Senior Subordinated Debentures
due 2004. (Incorporated by reference to Exhibit 4.2
of Registrant's Registration Statement on Form S-4,
No. 333-02302, dated March 12, 1996.) *
4.3 Form of 9.75% Series B Senior Subordinated
Debentures due 2007. (Incorporated by reference to
Exhibit 4.4 of Registrant's Registration Statement
on Form S-4, No. 333-02302, dated March 12, 1996.) *
4.4 Revolving Credit Agreement dated as of April 16,
1995 by and among Allbritton Communications
Company certain Banks, and The First National
Bank of Boston, as agent.
10.1 Registration Rights Agreement by and among ACC,
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner
& Smith Incorporated and Salomon Brothers, Inc.,
dated February 6, 1996. (Incorporated by reference
to Exhibit 10.1 of Registrant's Registration
Statement on Form S-4, No. 333-02302, dated
March 12, 1996.) *
10.2 Network Affiliation Agreement (WHTM-TV, Inc.).
(Incorporated by reference to Exhibit 10.3 of
Registrant's Pre-effective Amendment No. 2 to
Registration Statement on Form S-4, dated May 2,
1996.) *
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10.3 Network Affiliation Agreement (WCIV).
(Incorporated by reference to Exhibit 10.4 of
Registrant's Pre-effective Amendment No. 1 to
Registration Statement on Form S-4, dated April 22,
1996.) *
10.4 Network Affiliation Agreement (WSET-TV).
(Incorporated by reference to Exhibit 10.5 of
Registrant's Pre-effective Amendment No. 1 to
Registration Statement on Form S-4, dated April 22,
1996.) *
10.5 Network Affiliation Agreement (WJLA-TV).
(Incorporated by reference to Exhibit 10.6 of
Registrant's Pre-effective Amendment No. 1 to
Registration Statement on Form S-4, dated April 22,
1996.) *
10.6 Network Affiliation Agreement (KATV Television,
Inc.). (Incorporated by reference to Exhibit 10.7 of
Registrant's Pre-effective Amendment No. 1 to
Registration Statement on Form S-4, dated April 22,
1996.) *
10.7 Network Affiliation Agreement (KTUL Television,
Inc.). (Incorporated by reference to Exhibit 10.8 of
Registrant's Pre-effective Amendment No. 1 to
Registration Statement on Form S-4, dated April 22,
1996.) *
10.8 Network Affiliation Agreement (WCFT-TV and
WJSU-TV). (Incorporated by reference to Exhibit
10.9 of Registrant's Pre-effective Amendment No. 1
to Registration Statement on Form S-4, dated April
22, 1996.) *
10.9 Tax Sharing Agreement effective as of September
30, 1991 by and among Perpetual Corporation, Inc.,
ACC and Allnewsco, Inc., as amended.
(Incorporated by reference to Exhibit 10.9 of
Registrant's Registration Statement on Form S-4,
No. 333-02302, dated March 12, 1996.) *
10.10 Time Brokerage Agreement dated as of December
21, 1995 by and between RKZ Television, Inc. and
ACC. (Incorporated by reference to Exhibit 10.11 of
Registrant's Registration Statement on Form S-4,
No. 333-02302, dated March 12, 1996.) *
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10.11 Option Agreement dated December 21, 1995 by and
between ACC and RKZ Television, Inc.
(Incorporated by reference to Exhibit 10.12 of
Registrant's Registration Statement on Form S-4,
No. 333-02302, dated March 12, 1996.) *
10.12 Assignment and Assumption Agreement dated as of
February 1, 1996 by and between ACC, Allfinco, Inc.
and TV Alabama Inc. (Incorporated by reference to
Exhibit 10.13 of Registrant's Registration Statement
on Form S-4, No. 333-02302, dated March 12, 1996.) *
10.13 Master Lease Finance Agreement dated as of
August 10, 1994 between BancBoston Leasing, Inc.
and ACC, as amended. (Incorporated by reference to
Exhibit 10.16 of Registrant's Registration Statement
on Form S-4, No. 333-02302, dated March 12, 1996.) *
10.14 Representation Agreement dated as of July 1, 1995
by and between 78 inc. and WJLA-TV.
(Incorporated by reference to Exhibit 10.17 of
Registrant's Registration Statement on Form S-4,
No. 333-02302, dated March 12, 1996.) *
27. Financial Data Schedule
*Previously filed
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