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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
(MARK ONE)
( X ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT of 1934
For the fiscal year ended December 31, 1995
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (No Fee Required)
For the transition period from ___________________ to ___________________
Commission File Number: 0-22334
LODGENET ENTERTAINMENT CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 46-0371161
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
808 West Avenue North
Sioux Falls, SD 57104
(Address of principal executive offices)
Registrant's telephone number: (605) 330-1330
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TABLE OF CONTENTS
Page
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PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K 3
SIGNATURES 5
This amendment to the Annual Report on Form 10-K for the year ended December 31,
1995 is being filed solely for the purposes of amending certain footnotes to the
List of Exhibits. No new exhibits are being filed herewith. The remainder of
the Form 10-K, as previously filed, is unchanged.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES -- Reference is
made to the "Index to Consolidated Financial Statements" of the Company, at
page F-1 of this Part IV, for a list of the financial statements and
schedules for the year ended December 31, 1995 included herein.
(b) REPORTS ON FORM 8-K -- The Company filed no reports on Form 8-K
during the quarter ended December 31, 1995.
(c) EXHIBITS -- Following is a list of Exhibits filed with this report.
Exhibits 10.3 and 10.4 constitute management contracts; Exhibits 10.5, 10.9,
10.10, 10.11, 10.12, 10.13, 10.14, 10.18 and 10.20 constitute compensatory
plans.
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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3.1 Certificate of Incorporation, as amended (1)
3.2 Bylaws of the Company, as amended (1)
4.1 Form of Common Stock Certificate (2)
10.1 Third Amendment to Amended and Restated Revolving Credit and
Term Loan Agreement, dated as of January 20, 1993, between
the Company and Bank of Montreal, as amended to date (3)
10.2 Form of Floating Rate Subordinated Note due 2001 (3)
10.3 Form of Employment Agreement between the Company and each
of Tim C. Flynn and Scott C. Petersen (1)
10.4 Form of Agreement between the Company and each of David M.
Bankers, John M. O'Haugherty, Douglas D. Truckenmiller and
Steven D. Truckenmiller (1)
10.5 LodgeNet Entertainment Corporation 1993 Stock Option
Plan (2)
10.6 Office and Building Lease dated December 9, 1991 regarding
principal office of the Company (1)
10.7 Second Amendment, dated as of October 8, 1993, to Amended
and Restated Revolving Credit and Term Loan Agreement
between the Company and Bank of Montreal (2)
10.8 License Agreement dated May 2, 1993 between Nintendo of
America, Inc. and LodgeNet Entertainment Corporation (2)
10.9 Stock Option Agreements dated as of February 29, 1988
between the Company and Tim C. Flynn, as extended by
Extension Agreement dated as of July 15, 1991 (2)
10.10 Stock Option Agreements dated as of February 29, 1988
between the Company and Scott C. Petersen, as extended by
Extension Agreement dated as of July 15, 1991 (2)
10.11 Stock Option Agreement dated as of December 31, 1992 between
the Company and John M. O'Haugherty (2)
10.12 Stock Option Agreement dated as of December 31, 1992 between
the Company and David M. Bankers (2)
10.13 Form of Stock Option Agreement for Non-Employee
Directors (3)
10.14 Form of Incentive Stock Option Agreement for Key
Employees (3)
10.15 9.95% Senior Notes Due August 1, 2003 (4)
10.16 Loan Agreement by and among LodgeNet Entertainment
Corporation, the Banks Signatory thereto and NatWest
Bank N.A., as Agent for such Banks, dated as of
March 17, 1995 (5)
10.17 First Amendment to Note Purchase Agreement, dated as of
April 13, 1995, Re: Senior Notes Due August 1, 2003 (6)
10.18 Amendment to LodgeNet Entertainment Corporation 1993 Stock
Option Plan (7)
10.19 Securities Purchase Agreement, dated as of August 9,
1995 (7)
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EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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10.20 Form of Executive Severance Agreement between the Company
and each of Tim C. Flynn, Scott C. Petersen, Jeffrey T.
Weisner, John M. O'Haugherty, David M. Bankers, Douglas D.
Truckenmiller, Steven D. Truckenmiller and Eric R. Jacobsen;
all dated as of July 25, 1995 (8)
10.21 Video Services Agreement by and among GE Capital-ResCom,
L.P. and ResNet Communications, Inc. and LodgeNet
Entertainment Corporation+
10.22 Loan Agreement by and among LodgeNet Entertainment
Corporation, the Banks Signatory Thereto, National
Westminster Bank Plc, as Agent for such Banks, and
National Westminster Bank of Canada, as an Issuing Bank,
dated March 11, 1996
11.1 Statement of computation of earnings per share
21.1 Subsidiaries of the Company
23.1 Consent of Independent Public Accountants (9)
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+ Confidential treatment has been requested with respect to certain portions
of these agreements.
(1) Incorporated by Reference to the Company's Amendment No. 1 to
Registration Statement on Form S-1, as filed with the Securities and
Exchange Commission, September 24, 1993.
(2) Incorporated by Reference to the Company's Amendment No. 2 to Registration
Statement on Form S-1, as filed with the Securities and Exchange
Commission, October 13, 1993.
(3) Incorporated by Reference to the Annual Report on Form 10-K for the year
ended December 31, 1993, as filed with the Securities and Exchange
Commission, March 25, 1994.
(4) Incorporated by Reference to the Quarterly Report on Form 10-Q for the
quarter ended September 30, 1994, as filed with the Securities and Exchange
Commission, November 14, 1994.
(5) Incorporated by Reference to the Annual Report on Form 10-K for the year
ended December 31, 1994, as filed with the Securities and Exchange
Commission, March 31, 1995.
(6) Incorporated by Reference to the Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995, as filed with the Securities and Exchange
Commission, May 8, 1995.
(7) Incorporated by Reference to the Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995, as filed with the Securities and Exchange
Commission, August 14, 1995.
(8) Incorporated by Reference to the Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995, as filed with the Securities and Exchange
Commission, November 14, 1995.
(9) Includes consent to incorporation by reference of the Company's audited
financial statements to the Company's Registration Statement on Form S-8
(File No. 33-67676).
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Date: May ______, 1996
(Registrant)
LODGENET ENTERTAINMENT CORPORATION
By: /s/ Jeffrey T. Weisner
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Jeffrey T. Weisner
Vice President, Finance
and Chief Accounting Officer
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