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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: 333-56985
333-56999
( ) 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 COMPANY
(exact name of registrant as specified in charter)
Delaware 84-1198391
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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.
As of March 26, 1999, 11,551,383 shares of Class A Common Stock, 365,871
shares of Class B Common Stock (including options to acquire 332,696 shares
of Class B Common Stock exercisable within 60 days of such date) and 10,542
shares of Class C Common Stock were outstanding.
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United Artists 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 United Artists' 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 from
February 24, Entertainment, Inc. 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 United Artists
in February 1997 in charge of film operations and
was elected Director May 7, 1998. Mr. Pade joined
United Artists in October 1994 as a Senior Vice
President of film operations. Prior to joining
United Artists, 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 United Artists who are not directors
of United Artists 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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Neal Pinsker............43 Executive Vice President. Mr. Pinsker was promoted to Executive Vice President of
United Artists 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 operating offices of United Artists. Joining
United Artists 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 United Artists in charge of legal affairs and general counsel in
September 1994. Mr. Hardy was previously the Senior Vice President and general
counsel of United Artists.
Jim Ruybal..............53 Executive Vice President. Mr. Ruybal became Executive Vice President of United
Artists in 1992. Mr. Ruybal's duties include supervision of United Artists'
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 United Artists. Prior to February 1995, Mr. Taffet was the Senior
Vice President in charge of national concession operations of United Artists.
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 United Artists 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 Amended and Restated Certificate of Incorporation of United Artists
Theatre Company (4)
3.2 By-Laws of United Artists Theatre Company (4)
4.1 Indenture, dated as of April 21, 1998, by and among the Company and
State Street Bank and Trust Company of Missouri, N.A. with respect to
the Floating Rate Senior Subordinated Notes due 2007 (4)
4.2 Indenture, dated as of April 21, 1998, by and among the Company and
State Street Bank and Trust Company of Missouri, N.A. with respect to
the Floating Rate Senior Subordinated Notes due 2007 (4)
4.3 Form of 9 3/4% Senior Subordinated Note (included in Exhibit 4.1) (4)
4.4 Form of Floating Rate Senior Subordinated Note (included in Exhibit
4.2) (4)
4.5 Form of 9 3/4% Series B Senior Subordinated Note (included in Exhibit
4.1) (4)
4.6 Form of Floating Rate Series B Senior Subordinated Note (included in
Exhibit 4.2) (4)
10.1 Registration Rights Agreement, as of April 21, 1998, by and among the
Company and Merrill Lynch & Co., Merrill Lynch Pierce, Fenner & Smith
Incorporated, BancAmerica Robertson Stephens, Morgan Stanley & Co.
Incorporated, BancBoston Securities Inc. and NationsBanc Montgomery
Securities LLC (4)
10.2 Registration Rights Agreement, dated as of April 21, 1998, by and
among the Company and Merrill Lynch & Co., Merrill Lynch Pierce,
Fenner & Smith Incorporated (4)
10.3 Credit Agreement, dated as of April 21, 1998, among the Company, Bank
of American National Trust and Savings Association, BankBoston, N.A.,
NationsBank Texas, N.A., Merrill Lynch Capital Corporation and Morgan
Stanley Senior Funding, Inc. and the lenders party thereto (4)
10.4 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)
10.5 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)
10.6 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)
10.7 Pass Through Trust Agreement, dated as of December 13, 1995, between
United Artists Theatre Circuit, Inc. and Fleet National Bank of
Connecticut (3)
10.8 Lease Agreement, dated as of December 13, 1995, between Wilmington
Trust Company and William J. Wade and United Artists Theatre Circuit,
Inc. (3)
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10.9 Lease Agreement, dated as of October 1, 1988, between United Artists
Properties I Corporation and United Artists Theatre Circuit, Inc. (1)
10.10 United Artists Theatre Company Stock Incentive Plan (4)
10.11 Stockholders' Agreement, dated as of May 12, 1992, by and among OSCAR
I Corporation, 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)
10.12 Stock Subscription Agreement, dated as of May 12, 1992, by and among
OSCAR I Corporation, 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)
10.13 Non-Competition Agreement, dated as of May 12, 1992, by and among
Tele-Communications, Inc., United Artists Theatre Circuit, Inc. and
OSCAR I Corporation (1)
10.14 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)
10.15 United Artists Theatre Circuit 401(k) Savings Plan (1)
10.16 United Artists Theatre Circuit Supplemental 401(k) Savings Plan (2)
10.17 Tax Sharing Agreement, dated as of May 12, 1992, between OSCAR I
Corporation and United Artists Theatre Circuit, Inc. (1)
10.18 Employment Agreement, dated as of May 12, 1992, between the Company
and Kurt C. Hall (1)
10.19 Employment Agreement Extension Letter, dated as of May 12, 1998,
between the Company and Kurt C. Hall (4)
10.20 Amendment to the United Artists Theatre Circuit, Inc. 401(k) Savings
Plan dated as of January 1, 1998 (5)
10.21 United Artists Theatre Company 1998 Management Stock Plan (6)
21.1 Subsidiaries of the Company (4)
23.1 Consent of Arthur Andersen LLP
27.1 Financial Data Schedule (7)
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(1) Incorporated herein by reference from United Artists Theatre Circuit, Inc.
Form S-1 dated October 5, 1992.
(2) Incorporated herein by reference from United Artists Theatre Circuit, Inc.
Form 10-K for the year ended December 31, 1993.
(3) Incorporated herein by reference from United Artists Theatre Circuit, Inc.
Form S-2 dated January 31, 1996.
(4) Incorporated herein by reference from Form S-4 dated June 16, 1998.
(5) Incorporated herein by reference from United Artists Theatre Circuit, Inc.
10-K for the year ended December 31, 1996.
(6) Incorporated herein by reference from United Artists Theatre Company Form
S-8 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 COMPANY
(Registrant)
/S/ Trent J. Carman
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BY: Trent J. Carman
Chief Financial Officer
Date: April 16, 1999
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTS
As independent public accountants, we hereby consent to the incorporation of
our report included in this Form 10-K, into United Artists Theatre Company's
previously filed Form S-8 Registration Statement (File No. 333-65725).
/S/ ARTHUR ANDERSEN LLP
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ARTHUR ANDERSEN LLP
DENVER, COLORADO
APRIL 15, 1999
