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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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(Mark One) FORM 10-K/A
AMENDMENT NO. 1
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998 Commission file number: 333-1024
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ________________
UNITED ARTISTS THEATRE CIRCUIT, INC.
(exact name of registrant as specified in charter)
Maryland 13-1424080
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9110 E. Nichols Avenue, Suite 200
Englewood, CO 80112
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 792-3600
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
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, and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
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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. X
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State the aggregate market value of the voting stock held by non-affiliates
of the registrant. N/A.
The number of shares outstanding of $1.00 par value common stock at March 26,
1999 was 100 shares.
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UATC hereby files this Amendment No. 1 on Form 10-K/A to amend Part III,
Item 10 and Part IV, Item 14 of its Annual Report on Form 10-K for the year
ending December 31, 1998.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information regarding members of UATC's and the Parent's Board of Directors
as of March 19, 1999 is set forth below. Directors will serve until the next
annual meeting and until his successor is duly elected and qualified.
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Name Age Business Experience During Past Five Years Other Public Directorships
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Kurt C. Hall................39 President and Chief Executive Officer since March Mr. Hall is a director of Showscan
6, 1998. Chief Operating Officer since February Entertainment, Inc.
24, 1997 and Executive Vice President and Director
since May 12, 1992. Mr. Hall was Chief Financial
Officer from May 12, 1992 to March 5, 1998.
John W. Boyle...............70 Named Chairman of the Board on March 6, 1998. Mr. Boyle is a director of
Director since March 5, 1997. Mr. Boyle was Chief Supermarkets General Holdings Corp.
Financial Officer of Eckerd Corporation
from 1983 to 1995 and Vice Chairman from
1992 to 1995.
James J. Burke, Jr..........47 Director since May 12, 1992. Director of Merrill Mr. Burke is a director of AnnTaylor
Lynch Capital Partners, Inc. ("MLCP"), since 1985 Stores Corporation, Borg-Warner
and Partner and Director of Stonington Partners, Security Corporation, Education
Inc. ("SP"), since July 1993 and Partner and Management Corporation, Pathmark
Director of Stonington Partners, Inc. II ("SPII") Stores, Inc. and Supermarkets General
since 1994. Prior to July 1994, Mr. Burke was Holdings Corp.
President and Chief Executive Officer of
MLCP from 1987 to 1994, a Managing Director
of the Investment Banking Division of
Merrill Lynch & Co. ("ML&Co.") from 1985 to
1994 and a First Vice President of Merrill
Lynch Pierce Fenner and Smith, Inc. from
1988 to 1994.
Albert J. Fitzgibbons, III..53 Director since May 12, 1992. Director of MLCP Mr. Fitzgibbons is a director of
since 1988 and a Partner and a Director of SP Borg-Warner Security Corporation,
since July 1993 and a Partner and a Director of Dictaphone Corporation and Merisel,
SPII since 1994. Prior to July 1994, Mr. Inc.
Fitzgibbons was a Partner of MLCP from 1993 to
1994 and an Executive Vice President of MLCP from
1988 to 1993. Mr. Fitzgibbons was also a Managing
Director of the Investment Banking Division of
ML&Co. from 1978 to July 1994.
Robert F. End...............43 Director since February 17, 1993. Director of Mr. End is a director of Goss Graphic
MLCP since 1993 and a Partner and a Director of SP Systems, Inc. and Packard BioScience
since July 1993 and a Partner and a Director of Company.
SPII since 1994. Prior to July 1994, Mr. End was
a Partner of MLCP from 1993 to 1994 and a Vice
President of MLCP from 1989 to 1993. Mr. End was
also a Managing Director of the Investment Banking
Division of ML&Co. from 1993 to July 1994.
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Name Age Business Experience During Past Five Years Other Public Directorships
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Scott M. Shaw...............36 Director since February 17, 1993. Partner and Mr. Shaw is a director of Dictaphone
Director of SP since February 1999. Prior to Corporation and Goss Graphic Systems,
becoming a Partner and Director, Mr. Shaw was a Inc.
Principal of SP since July 1993. Mr. Shaw has
also been a Partner and Director of SP II since
February 1999. Prior to July 1994, Mr. Shaw was a
Vice President of MLCP from January 1994, an
Associate of MLCP from 1991 to 1994 and an Analyst
of MLCP from 1986 to 1989. Mr. Shaw was also a
Vice President of the Investment Banking Division
of ML&Co. from January to July 1994 and an
Associate of the Investment Banking Division of
ML&Co. from 1991 to 1994 and an Analyst of the
Investment Banking Division of ML&Co. from 1986 to
1989.
Michael Pade................49 Executive Vice President and Director. Mr. Pade
became Executive Vice President of UATC in
February 1997 in charge of film operations and was
elected Director May 7, 1998. Mr. Pade joined
UATC in October 1994 as a Senior Vice President of
film operations. Prior to joining UATC, Mr. Pade
worked for Mann Theatres as the Senior Vice
President in charge of domestic film booking.
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Information regarding executive officers of UATC who are not directors of
UATC as of March 19, 1999 is set forth below. Executive officers will hold
office for such term as may be prescribed by the Board of Directors and until
such person's successor is chosen and qualified or until such person's death,
resignation, or removal.
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Name Age Business Experience During Past Five Years
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Neil Pinsker............43 Executive Vice President. Mr. Pinsker was promoted to Executive Vice President of
UATC in charge of theatre operations in January 1999. Mr. Pinsker was most recently
Vice President of the Western region operations, and has previously directed the
east and central regional operations of UATC. Joining UATC in May of 1970, as a
third generation theatre operator, Mr. Pinsker has four decades of theatre
experience.
Gene Hardy..............48 Executive Vice President and General Counsel. Mr. Hardy was promoted to Executive
Vice President of UATC in charge of legal affairs and general counsel in September
1994. Mr. Hardy was previously the Senior Vice President and general counsel of
UATC.
Michael Pade............49 Executive Vice President. Mr. Pade became Executive Vice President of UATC in
February 1997 in charge of film operations. Mr. Pade joined UATC in October 1994 as
a Senior Vice President of film operations. Prior to joining UATC, Mr. Pade worked
for Mann Theatres as the Senior Vice President in charge of domestic film booking.
Jim Ruybal..............53 Executive Vice President. Mr. Ruybal became Executive Vice President of UATC in
1992. Mr. Ruybal's duties include supervision of UATC's Satellite Theatre Network(TM).
Bruce M. Taffet.........51 Executive Vice President. Mr. Taffet was promoted to Executive Vice President in
January 1995 and is responsible for purchasing, marketing and national concession
operations of UATC. Prior to February 1995, Mr. Taffet was the Senior Vice
President in charge of national concession operations of UATC.
Trent J. Carman.........38 Senior Vice President. Chief Financial Officer since March 6, 1998. Mr. Carman was
previously the Senior Vice President and Treasurer of UATC from September 1997 to
March 6, 1998 and was Vice President of Finance from June 1992 to September 1997.
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There are no family relationships between any of the directors and executive
officers named above. During the past five years, none of the directors and
executive officers named above were involved in any legal proceedings that
would be material to an evaluation of his ability or integrity.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
3. Exhibits
The following exhibits are filed herewith or incorporated by
reference herein (according to the number assigned to them in
Item 601 of Regulation S-K) as noted:
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3.1 Restated Articles of Incorporation of United
Artists Theatre Circuit, Inc. (1)
3.2 By-laws of United Artists Theatre Circuit, Inc. (1)
10.1 Credit Agreement, dated as of April 21, 1998, among
United Artists Theatre Company and Bank of America
National Trust and Savings Association, BankBoston, N.A.,
NationsBank Texas, N.A. and Merrill Lynch Capital
Corporation and Morgan Stanley Senior Funding, Inc. and
the leaders party thereto. (5)
10.2 Trust Indenture and Security Agreement dated as of
December 13, 1995, between Wilmington Trust Company,
William J. Wade and Fleet National Bank of Connecticut,
and Alan B. Coffey. (3)
10.3 Pass Through Certificates, Series 1995-A Registration
Rights Agreement, dated as of December 13, 1995 among
United Artists Theatre Circuit, Inc., Morgan Stanley &
Co. Incorporated and Merrill Lynch, Pierce, Fenner &
Smith Incorporated. (3)
10.4 Participation Agreement, dated as of December 13, 1995,
among United Artists Theatre Circuit, Inc., Wilmington
Trust Company, William J. Wade, Theatre Investors, Inc.,
Northway Mall Associates, LLC, Wilmington Trust Company,
William J. Wade, Fleet National Bank of Connecticut, Alan
B. Coffey and Fleet National Bank of Connecticut. (3)
10.5 Pass Through Trust Agreement, dated as of December 13,
1995, between United Artists Theatre Circuit, Inc. and
Fleet National Bank of Connecticut. (3)
10.6 Lease Agreement, dated as of December 13, 1995, between
Wilmington Trust Company and William J. Wade and United
Artists Theatre Circuit, Inc. (3)
10.7 Lease Agreement, dated as of October 1, 1988, between
United Artists Properties I Corporation and United
Artists Theatre Circuit, Inc. (1)
10.8 United Artists Theatre Company Stock Incentive Plan. (5)
10.9 Stockholders' Agreement, dated as of May 12, 1992, by and
among United Artists Theatre Company, Merrill Lynch
Capital Appreciation Partnership No. B-XIX, L.P., Roman
Nineteen Offshore Fund B.V., ML IBK Positions, Inc.,
MLCP Associates L.P. No. II, Equitable Capital Private
Income and Equity Partnership II, L.P. and Equitable Deal
Flow Fund, L.P. and the holders of Options or Restricted
Stock awards under the Management Stock Option Plan. (1)
10.10 Amendment No. 1, dated as of July 15, 1992, to the
Stockholders' Agreement, dated as of May 12, 1992, by and
among United Artists
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Theatre Company, Merrill Lynch Capital Appreciation Partnership
No. B-XIX, L.P., Roman Nineteen Offshore Fund B.V., ML IBK
Positions, Inc., MLCP Associates L.P. No. II, Equitable Capital Private
Income and Equity Partnership II, L.P. and Equitable Deal
Flow Fund, L.P. and the holders of Options or Restricted
Stock awards under the Management Stock Option Plan. (1)
10.11 Stock Subscription Agreement, dated as of May 12, 1992,
by and among United Artists Theatre Company, Merrill
Lynch Capital Appreciation Partnership No. B-XIX, L.P.,
Roman Nineteen Offshore Fund B.V., ML IBK Positions,
Inc., MLCP Associates L.P. No. II, Equitable Capital
Private Income and Equity Partnership II, L.P. and
Equitable Deal Flow Fund, L.P. (1)
10.12 Non-Competition Agreement, dated as of May 12, 1992,
by and among Tele-Communications, Inc., United
Artists Theatre Circuit, Inc. and United Artists
Theatre Company. (1)
10.13 Trademark Agreement as of May 12, 1992 by United
Artists Entertainment Company, United Artists
Holdings, Inc., United Artists Cable Holdings, Inc.,
United Artists Theatre Holding Company, on the one
hand and United Artists Theatre Circuit, Inc.,
United Artists Realty Company, UAB, Inc., and UAB
II, Inc., on the other hand. (1)
10.14 United Artists Theatre Circuit 401(k) Savings Plan.
(1)
10.15 United Artists Theatre Circuit Supplemental 401(k) Savings
Plan. (2)
10.16 Tax Sharing Agreement, dated as of May 12, 1992, between
United
Artists Theatre Company and United Artists Theatre Circuit,
Inc. (1)
10.17 Form of Employment Agreement, dated as of May 12,
1992, between UATC and Kurt C. Hall. (1)
10.18 Employment Agreement Extension Letter dated as of May 12,
1998, between
United Artists Theatre Circuit, Inc. and Kurt C. Hall. (4)
10.19 Amendment to the United Artists Theatre Circuit, Inc. 401(K)
savings Plan dated as of January 1, 1997. (4)
10.20 United Artists Theatre Company 1998 Management Stock Plan. (6)
21.1 Subsidiaries of United Artists Theatre Circuit, Inc. (4)
27.1 Financial Data Schedule. (7)
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(1) Incorporated herein by reference from Form S-1 dated October 5, 1992.
(2) Incorporated herein by reference from Form 10-K for the year ended December
31, 1993.
(3) Incorporated herein by reference from Form S-2 dated January 31, 1996.
(4) Incorporated herein by reference to Form 10-K for the year ended
December 31, 1996.
(5) Incorporated herein by reference to Form S-4 for United Artists Theatre
Company, dated June 16, 1998.
(6) Incorporated herein by reference to Form S-8 for United Artists Theatre
Company, dated October 15, 1998.
(7) Previously filed.
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SIGNATURE
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.
UNITED ARTISTS THEATRE CIRCUIT, INC.
(Registrant)
/S/ Trent J. Carman
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BY: Trent J. Carman
Chief Financial Officer
Date: April 16, 1999
