FILED PURSUANT TO RULE 424 (B) (3)
REGISTRATION NO. 333-02302
SUPPLEMENT NO. 2
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 June 30, 1996.
The date of this Prospectus Supplement is August 14, 1996.
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:
JUNE 30, 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 /X/ No //
Number of shares of Common Stock outstanding as of June 30, 1996:
20,000 shares.
- -------------------------------------------------------------------------
PAGE
ALLBRITTON COMMUNICATIONS COMPANY
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30,1996
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION PAGE
Item 1. Financial Statements:
Consolidated Statements of Operations and Retained
Earnings for the Three and Nine Months Ended June
30, 1995 and 1996 . . . . . . . . . . . . . . . . . 1
Consolidated Balance Sheets as of September 30, 1995
and June 30, 1996. . . . . . . . . . . . . . . . . 2
Consolidated Statements of Cash Flows for the Nine
Months Ended June 30, 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 6. Exhibits and Reports on Form 8-K . . . . . . . . . . 18
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . 21
Exhibit Index . . . . . . . . . . . . . . . . . . . . . . . . 22
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)
THREE MONTHS ENDED NINE MONTHS ENDED
JUNE 30, JUNE 30,
------------------ ----------------
1995 1996 1995 1996
Operating revenues, net $36,724 $44,857 $106,909 $117,051
Television operating expenses, excluding
depreciation and amortization 18,697 22,956 55,329 65,411
Depreciation and amortization 1,183 3,667 3,914 7,234
Corporate expenses 829 1,629 2,586 3,816
------- ------- ------- -------
20,709 28,252 61,829 76,461
------- ------- ------- -------
Operating Income 16,015 16,605 45,080 40,590
Nonoperating income (expense)
Interest income
Related party 479 553 1,579 1,659
Other 103 213 164 918
Interest expense (5,681) (10,323) (16,397) (24,664)
Other, net 13 (32) (190) (284)
Income before income taxes and
extraordinary item 10,929 7,016 30,236 18,219
Provision for income taxes 4,436 2,726 12,528 7,221
Income before extraordinary item 6,493 4,290 17,708 10,998
Extraordinary loss on early repayment of debt,
net of related income tax benefit of $5,387 (7,750)
------- ------- ------- -------
Net income 6,493 4,290 17,708 3,248
Retained earnings, beginning of period 54,292 43,517 43,077 62,940
Dividend from WSET and WCIV to Westfield (18,371)
Tax benefit distributed (10)
------- ------- ------- -------
Retained earnings, end of period $60,785 $47,807 $60,785 $47,807
======= ======= ======= =======
See accompanying notes to interim consolidated financial statements.
1
PAGE
ALLBRITTON COMMUNICATIONS COMPANY
(AN INDIRECTLY WHOLLY-OWNED SUBSIDIARY OF PERPETUAL CORPORATION)
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
JUNE 30
SEPTEMBER 30, 1996
ASSETS 1995 (UNAUDITED)
------------- -----------
Current assets
Cash and cash equivalents $ 3,816 $ 12,148
Accounts receivable, net 26,552 35,207
Program rights 13,594 3,556
Deferred income taxes 1,222 1,208
State income taxes receivable 1,185
Other 2,308 4,963
------- -------
Total current assets 47,492 58,267
Property, plant and equipment, net 21,911 40,562
Intangible assets, net 20,598 150,257
Deferred financing costs and other 4,296 12,142
Deferred income taxes 1,061 428
Cash surrender value of life insurance 3,333 3,319
Program rights 914 765
-------- ---------
$ 99,605 $ 265,740
========= =========
LIABILITIES, REDEEMABLE PREFERRED STOCK AND
STOCKHOLDER'S INVESTMENT
Current liabilities
Notes payable $ 7,972 $ 0
Accounts payable 2,608 2,947
Accrued interest payable 4,475 7,631
Program rights payable 16,565 7,078
Accrued employee benefit expenses 2,157 2,469
Other accrued expenses 3,667 5,350
-------- --------
Total current liabilities 37,444 25,475
Long-term debt 189,820 398,490
Program rights payable 975 1,382
Deferred rent and other 2,483 2,821
Capital lease obligations 931 892
Accrued employee benefit expenses 1,663 1,703
-------- ---------
233,316 430,763
-------- ---------
Minority interest 1,323
-------- ---------
Series A redeemable preferred stock, $1.00 par value,
200 shares authorized, 105 shares issued and out-
standing; redemption value $168 ($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 47,807
Distributions to owners, net (203,775) (221,277)
--------- ---------
Total stockholder's investment (133,879) (166,514)
--------- ---------
$ 99,605 $ 265,740
========= =========
See accompanying notes to interim consolidated financial statements
2
PAGE
ALLBRITTON COMMUNICATIONS COMPANY
(AN INDIRECTLY WHOLLY-OWNED SUBSIDIARY OF PERPETUAL CORPORATION)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
NINE MONTHS ENDED
JUNE 30,
-----------------
1995 1996
------- -------
Cash flows from operating activities:
Net income $ 17,708 $ 3,248
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation and amortization 3,914 7,234
Other noncash charges 320 724
Extraordinary loss on early repayment of debt 7,750
Provision for doubtful accounts 311 389
Gain on disposal of assets (44) 91
Changes in assets and liabilities:
(Increase) decrease in assets:
Accounts receivable (6,963) (6,741)
Program rights 9,436 11,244
Other current assets (191) (2,641)
Other noncurrent assets (538) 25
Increase (decrease) in liabilities:
Accounts payable (408) 103
Accrued interest payable 1,248 3,156
Program rights payable (7,589) (11,605)
Accrued employee benefit expenses (370) 352
Other accrued expenses 1,338 1,479
Deferred rent and other liabilities 128 338
-------- -------
Total adjustments 592 11,898
-------- -------
Net cash provided by operating activities 18,300 15,146
-------- -------
Cash flows form investing activities:
Capital expenditures (2,514) (10,130)
Purchase of option (10,000)
Proceeds from disposal of assets 81 68
Acquisitions, net of cash acquired (134,303)
-------- ---------
Net cash used in investing activities (2,433) (154,365)
-------- ---------
Cash flows from financing activities:
Proceeds from issuance of debt 285,725
Deferred financing costs (8,004)
Prepayment penalty on early repayment of debt (12,934)
Draws (repayments) under lines of credit, net 3,500 (5,000)
Principal payments on long-term debt & capital lease obligations (2,144) (80,352)
Distributions to owners, net of certain charges (19,525) (40,189)
Repayments of distribution to owners 1,274 8,280
Other 705 25
-------- --------
Net cash (used in) provided by financing activities
(16,190) 147,551
-------- -------
Net (decrease) increase in cash and cash equivalents (323) 8,332
Cash and cash equivalents, beginning of period 2,763 3,816
-------- -------
Cash and cash equivalents, end of period $ 2,440 $ 12,148
======== =======
See accompanying notes to interim consolidated financial statements
3
PAGE
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 statement of the consolidated
financial statements for the interim periods presented. The results of
operations for the three and nine months ended June 30, 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. See also note 6.
4
PAGE
NOTE 3 - LONG-TERM DEBT
On February 6, 1996, the Company completed a $275,000 offering of 9.75% Senior
Subordinated Debentures due 2007 (the "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 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 Senior Secured Promissory Notes with two institutional
investors, and to repay approximately $11,000 which was outstanding under
previous debt agreements. The prepayment penalty on the early repayment of
the Senior 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 nine months ended June 30, 1996.
On April 16, 1996, the Company executed a new working capital facility (the
"Senior Credit Facility") which permits borrowings up to $40,000 and matures
in 2001. At June 30, 1996, $2,100 was outstanding under this facility at an
interest rate of 7.4%. 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 consolidated financial statements since March 15, 1996.
Amounts recorded as
5
PAGE
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 nine months ended June 30, 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.
NINE MONTHS ENDED JUNE 30,
--------------------------
1995 1996
-------- --------
Operating revenues, net $125,327 $126,411
Income before extraordinary items 9,814 7,432
Net income(loss) 2,064 (318)
NOTE 5 - LOCAL MARKETING AGREEMENT AND ASSOCIATED OPTION
On December 29, 1995, the Company entered into a ten-year local marketing
agreement (the "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 (the
"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 June 30, 1996, and is being amortized
over ten years, the term of the Option and the LMA.
6
PAGE
NOTE 6 - TRANSACTIONS WITH OWNERS
NINE MONTHS ENDED JUNE 30,
--------------------------
1995 1996
-------- --------
Distributions to owners, beginning of period $186,995 $203,775
Cash advances 29,609 45,882
Repayment of cash advances (1,274) (8,280)
Charge for income taxes (10,084) (1,684)
Other, net (705) (45)
Dividends declared by WSET and WCIV (18,371)
-------- -------
Distributions to owners, end of period $204,541 $221,277
======== ========
Weighted average amount of non-interest bearing
advances outstanding during the period $178,187 $194,584
======== ========
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 represents 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 nine months ended June 30, 1996.
NOTE 7 - RELATED PARTY TRANSACTION
In June 1996, the Company made a $500 charitable contribution to the
Allbritton Foundation. This expense has been recorded in corporate expenses
for the quarter ended June 30, 1996.
7
PAGE
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
Allbritton Communications Company (on a consolidated basis, 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 information included herein includes 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 (the "LMA") with WJSU's 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.
8
PAGE
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.
In the fiscal quarter ended June 30, 1996, the Federal Communications
Commission issued a construction permit to TV Alabama, Inc. permitting the
relocation and change in WCFT facilities which will permit enhanced signal
coverage over the City of Birmingham. As a result of this grant, the
conditions to the ABC affiliation switch for both WCFT and WJSU have been met.
Conversion to ABC programming for both of these stations is expected to occur
on September 1, 1996.
On December 29, 1995, the Company entered into a ten-year LMA with RKZ, Inc.,
which owns WJSU ("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 the "New
Stations."
9
PAGE
RESULTS OF OPERATIONS
Set forth below are selected consolidated financial data for the three and
nine months ended June 30, 1995 and 1996 in actual dollars and as a percentage
of net operating revenues:
THREE MONTHS ENDED JUNE 30, NINE MONTHS ENDED JUNE 30,
------------------------------ ------------------------------
1995 % 1996 % 1995 % 1996 %
------ ------ ------ ------ ------ ------ ------ ------
(Dollars in thousands)
Operating Revenues, net $36,724 100.0 $44,857 100.0 $106,909 100.0 $117,051 100.0
Television Operating Expenses,
Excluding Depreciation and
Amortization 18,697 50.9 22,956 51.2 55,329 51.8 65,411 55.9
Depreciation and Amortization 1,183 3.2 3,667 8.2 3,914 3.7 7,234 6.2
Corporate Expenses 829 2.3 1,629 3.6 2,586 2.4 3,816 3.3
------ ------ ------ ------ ------- ----- ------ -----
Operating Income $16,015 43.6 $16,605 37.0 $45,080 42.1 $40,590 34.7
======= ==== ======= ==== ======= ==== ======= ====
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 nine
months ended June 30, 1995 and 1996, and the percentage contribution of each
to the total broadcast revenues earned by the Company, before fees:
THREE MONTHS ENDED JUNE 30, NINE MONTHS ENDED JUNE 30,
-------------------------------- ---------------------------------
1995 % 1996 % 1995 % 1996 %
------ ------ ------ ------ ------ ------ ------ ------
(Dollars in thousands)
Local/Regional (1) $18,445 49.2 $22,311 48.1 $ 51,486 47.2 $ 57,634 47.7
National (2) 16,527 44.1 19,430 41.9 45,841 42.0 49,630 41.0
Network Compensation (3) 710 1.9 1,537 3.3 2,001 1.8 4,109 3.4
Political (4) 61 .2 909 1.9 3,233 3.0 1,629 1.4
Trade & Barter (5) 1,436 3.8 1,912 4.1 4,472 4.1 5,222 4.3
Other Revenue (6) 293 .8 305 .7 2,605 1.9 2,705 2.2
------ ----- ------ ----- ------- ----- ------- -----
Broadcast Revenues 37,472 100.0 46,404 100.0 109,638 100.0 120,929 100.0
Fees (7) (1,267) ===== (1,615) ===== (3,661) ===== (4,176) =====
Broadcast Revenue
Net of Fees (8) 36,205 44,789 105,977 116,753
Non-Broadcast Revenue 519 68 932 298
------ ------ ------ ------
Total Net Operating Revenue $36,724 $44,857 $106,909 $117,051
======= ======= ======== ========
<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>
10
PAGE
Net operating revenues for the three months ended June 30, 1996 totaled
$44,857,000, an increase of $8,133,000, or 22.1%, when compared to net
operating revenues of $36,724,000 for the three months ended June 30, 1995.
This increase includes a $3,866,000 increase in local/regional advertising,
$2,903,000 increase in national advertising, a $827,000 increase in network
compensation, and $848,000 in political advertising due to primaries held
during the quarter ended June 30, 1996. Of the $8,133,000 increase,
approximately $6,750,000 is attributable to the New Stations.
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 21.0% and 11.9% during the three
and nine months ended June 30, 1996, respectively, versus the comparable
periods in fiscal 1995, while national advertising revenues increased 17.6%
and 8.3% during the same respective periods. The increase in local/regional
advertising revenues for the three months ended June 30, 1996 of $3,866,000,
or 21.0% over the three months ended June 30, 1995 is largely attributable to
$3,389,000 of local/regional advertising revenue generated by the New
Stations. The local/regional advertising revenues for the nine months ended
June 30, 1996 increased by $6,148,000 over the nine months ended June 30, 1995
due to $4,791,000 in revenues generated by the New Stations, coupled with
increased local/regional advertising revenue in the Tulsa, Little Rock, and
Charleston markets which management attributes to certain changes in the
competitive environment and an increase in total market revenues.
Local/regional advertising revenue in the Company's remaining markets
remained consistent with the amounts in prior three month and nine month
periods.
National advertising revenue increased $2,903,000 and $3,789,000 for the three
and nine months ended June 30, 1996 over comparable periods in the prior year.
The increase for the three months ended June 30, 1996 is a result of
$2,908,000 in national advertising revenues generated by the New Stations,
offset by a weakening of the Washington, D.C. market for national
advertisers.
Political revenue, which comprised 3.0% of the Company's total operating
revenues during the nine months ended June 30, 1995, decreased by $1,604,000,
or 49.6%, during the nine months ended June 30, 1996 versus the nine months
ended June 30, 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. Such fiscal year 1996 first quarter decreases were offset by a $848,000
increase in political revenues during the three months ended June 30, 1996.
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PAGE
The increase in network compensation for the nine months ended June 30, 1996
is primarily attributable to new affiliation agreements with the ABC network.
The net operating revenue increase of $10,142,000 or 9.5%, to $117,051,000 for
the nine months ended June 30, 1996 as compared to $106,909,000 for the same
period in the prior year principally is attributable to $9,202,000 in net
operating revenue contributed by the New Stations, and the other factors
discussed above. The Company expects that the net operating revenue for the
fourth fiscal quarter will be negatively affected by weaker ABC network
ratings expected from the NBC coverage of the Olympics during the month of
July.
No individual advertiser accounted for more than 5% of the Company's broadcast
revenues during the three or nine months ended June 30, 1996 or 1995.
TOTAL OPERATING EXPENSES
Total operating expenses for the three months ended June 30, 1996 totaled
$28,252,000, an increase of $7,543,000 or 36.4%, compared to total operating
expenses of $20,709,000 for the three month period ended June 30, 1995.
Television operating expenses (before depreciation, amortization, and
corporate expenses) totaled $22,956,000 for the three months ended June 30,
1996, an increase of $4,259,000, or 22.8%, compared to $18,697,000 for the
three months ended June 30, 1995. Television operating expenses of the New
Stations accounted for approximately 87.5% of the increase. The remaining
increase in television operating expenses was due to general increases in
programming and news expenses. The increase in programming expense relates to
an increase in programming costs under certain long-term program contracts
primarily at WJLA, KATV and WSET. The increase in news expense was primarily
due to increased staffing which resulted in higher compensation expense and
news related expenses which were not incurred in the prior year. WJLA
accounted for a majority of the increased news and programming expense.
Total operating expenses for the nine months ended June 30, 1996 totaled
$76,461,000, an increase of $14,632,000, or 23.7%, compared to $61,829,000 for
the nine months ended June 30, 1995. Television operating expenses (before
depreciation, amortization and corporate expenses) totaled $65,411,000 for
the nine months ended June 30, 1996, an increase of $10,082,000, or 18.2%,
compared to $55,329,000 for the nine months ended June 30, 1995. The
increase in television operating expenses is due to the aforementioned
reasons plus increased sales expense associated with the Arkansas Razorback
Sports Network, and general and administrative costs, a majority of which is
related to the New Stations. Television operating expenses of the New
Stations accounted for approximately 55.1% of the increase.
The Company's operating expenses, net of the impact of the operating expenses
associated with the New Stations, have increased during the current fiscal
year at a greater percentage increase than in the prior year as the Company
invested in the sales, news and programming areas. Cost containment is,
however, a key
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PAGE
component of the Company's strategy and will continue to have management's
focus.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization expense of $3,667,000 for the three months
ended June 30, 1996 increased $2,484,000 or 210.0%, 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 $7,234,000 for the nine months ended June 30, 1996
increased $3,320,000 or 84.8%, compared to $3,914,000 for the nine months
ended June 30, 1995 principally for the same reasons.
CORPORATE EXPENSES
Corporate expenses of $1,629,000 for the three months ended June 30, 1996
increased $800,000, or 96.5%, compared to $829,000 for the three months ended
June 30, 1995. The increase was due to increases in various expenses
including consulting, audit, compensation and charitable contributions. Such
increases were offset by a decrease in legal fees. Corporate expenses of
$3,816,000 for the nine months ended June 30, 1996 increased $1,230,000,or
47.6%, over the same period in the prior year primarily for the same reasons.
OPERATING INCOME
For the three months ended June 30, 1996, operating income of $16,605,000
increased $590,000, or 3.7%, when compared to operating income of $16,015,000
for the three months ended June 30, 1995. The increase was due primarily to
increased revenue offset by increased operating, depreciation and
amortization expense, and corporate expenses as discussed above.
Operating income of $40,590,000 for the nine months ended June 30, 1996
decreased $4,490,000, or 10.0%, when compared to operating income of
$45,080,000 for the nine months ended June 30, 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.
OTHER NON-OPERATING EXPENSES
Interest expense of $10,323,000 for three months ended June 30, 1996
increased $4,642,000, or 81.7%, as compared to $5,681,000 for the three month
period ended June 30, 1995. 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.
Interest expense for the nine months ended June 30, 1996 was $24,664,000, an
increase of $8,267,000, or 50.4%, as compared to $16,397,000 for the nine
month period ended June 30, 1995. The increase is attributable to increased
interest
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PAGE
expense from the issuance of the Debentures as discussed above,
together with higher average debt balances and interest rates in the first two
quarters of fiscal 1996 compared to the same period in the prior year. The
weighted average balances of debt were $200,271,000 and $310,791,000 for the
nine months ended June 30, 1995 and 1996, respectively, and the weighted
average interest rate on debt was 11.0% and 10.6% for the nine months ended
June 30, 1995 and 1996, respectively. Interest income of $766,000 for the
three months ended June 30, 1996 increased $184,000, or 31.6%, as compared to
interest income of $582,000 for the three months ended June 30,1995. Interest
income for the nine months ended June 30, 1996 was $2,577,000, an increase of
$834,000, or 47.8%, as compared to $1,743,000 for the nine month period ended
June 30, 1995. Such increases are primarily due to investment interest earned
from investing excess proceeds from the sale of the Debentures.
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 $85,000,000 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 for the nine months ended June 30,
1996.
INCOME TAXES
The provision for income taxes for the three months ended June 30, 1996
totaled $2,726,000 a decrease of $1,710,000, or 38.5%, when compared to the
provision for income taxes of $4,436,000 for the three months ended June 30,
1995. The decrease is directly attributable to the $3,890,000, or 35.6%,
decrease in income before income taxes and extraordinary item which declined
for reasons previously discussed.
For the nine months ended June 30, 1996, the provision for income taxes
decreased $5,307,000, or 42.4%, due to a $11,994,000, or 39.7%, decrease in
income before income taxes and extraordinary item, the factors for which have
been described above.
NET INCOME
The net income for the three months ended June 30, 1996 was $4,290,000
compared to net income of $6,493,000 for the three months ended June 30, 1995,
a decrease of $2,203,000, or 33.9%. The decrease results primarily from an
increase in interest expense of $4,642,000 offset by increases an income from
operations of $590,000 and interest income of $184,000, and a decrease in
income taxes of $1,710,000.
For the nine months ended June 30, 1996, the Company recorded net income of
$3,248,000 compared to net income of $17,708,000 for the nine month period
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PAGE
ended June 30, 1995, a decrease of $14,460,000 or 81.7%. This decrease in net
income is attributed primarily to a decrease in income from operations of
$4,390,000, increase in interest expense of $8,267,000, increase in interest
income of $834,000, decrease in income taxes of $5,307,000, 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 June 30,
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 current notes payable, program rights
and program rights payable. The decreases in program rights and program
rights payable are the result of program contracts assumed in the acquisitions
of WHTM and WCFT, offset by nine months of amortization of program rights
payable and nine months of payments of program rights payable. Distributions
to owners increased due primarily to cash advances made during the nine
months ended June 30, 1996, offset by an $18,371,000 noncash dividend declared
by WSET and WCIV. The other changes are primarily the result of the
acquisitions of WHTM and WCFT and the $275,000,000 offering of the Debentures.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 1996, the Company's cash and cash equivalents aggregated
$12,148,000, and the Company had an excess of current assets over current
liabilities of $32,792,000.
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 $18,300,000 and $15,147,000 during the nine months ended June
30, 1995 and 1996, respectively. The decrease is primarily due to a
$14,460,000 decrease in net income, offset by increase in depreciation and
amortization of $3,320,000 and the extraordinary loss in early repayment of
debt of $7,750,000.
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. At June 30, 1996 $2,100,000 was outstanding under this
facility.
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.
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PAGE
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 Senior 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.
During the third quarter of fiscal year 1996, the Company conducted an
exchange offer of 9 3/4 % Series B Senior Subordinated Debentures due 2007
(the "Series B Debentures") for the Debentures. The terms of the debentures
were substantially identical, except that the Series B Debentures were
registered under the Securities Act of 1933, as amended. As of the
expiration of the exchange offer on June 5, 1996, $271,250,000 principal
amount of Series B Debentures were outstanding and $3,750,000 principal
amount of Series A Debentures remained outstanding.
As a result of these transactions, the Company's total debt, including the
current portion of long-term debt, increased from $198,919,000 at September
30, 1995 to $399,618,000 at June 30, 1996. This debt, net of applicable
discounts, consists of $122,716,000 of 11.5% Senior Subordinated Debentures
due 2004, $273,674,000 of the Debentures and the Series B Debentures,
$1,128,000 of capital lease obligations and $2,100,000 under the Senior
Credit Facility. On May 7, 1996, the Company purchased $2,000,000 of the
11.5% Senior Subordinated Debentures due 2004 at a price of $2,078,000. The
acquisition of such debentures has been reflected in the financial statements
as a reduction of long term debt. The company borrowed $2,100,000 under the
Senior Credit Facility to fund this transaction.
TRANSACTIONS WITH OWNERS. For the nine months ended June 30, 1995 and 1996,
the Company made cash advances to owners net of repayments and certain charges
totaling $17,546,000 and $35,873,000, 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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PAGE
Stockholder's deficit amounted to $166,514,000 at June 30, 1996, an increase
of $32,635,000, or 24.4%, from the September 30, 1995 deficit of $133,879,000.
The increase is primarily due to a net increase in distributions to owners of
$35,873,000, offset by net income for the period of $3,248,000.
OTHER USES OF CASH. Management estimates that capital expenditures for fiscal
year 1996 will approximate $23,000,000. Such amounts include $20,000,000
relating to the completion of facilities for TV Alabama, Inc. During the nine
months ended June 30, 1995 and 1996, capital expenditures totaled $2,514,000
and $10,130,000, respectively. The increase in capital expenditures during
the nine months ended June 30, 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 nine months ended June 30, 1996,
the Company made cash payments of $11,974,000 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.
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PAGE
PART II - OTHER INFORMATION
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.)
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 4.3
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. (Incorporated by reference
to Exhibit 4.4 of Registrant's Form 10-Q,
No. 333-02302, dated May 13, 1996.)
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.)
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PAGE
10.2 Network Affiliation Agreement (WHTM-
TV, Inc.). (Incorporated by reference to
Exhibit 10.3 of Registrant's Pre-effective
Amendment No. 1 to Registration
Statement on Form S-4, dated April 22,
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.)
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
10.11 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,
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PAGE
Registrant's Statement on Form S-4,
No. 333-02302, dated March 12, 1996.)
10.12 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.)
10.13 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 Schedules
b. Reports on Form 8-K
No reports on Form 8-K were filed during
the quarter.
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PAGE
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)
AUGUST 14, 1996 /S/LAWRENCE I. HEBERT
--------------- -------------------------------
Date Name: Lawrence I. Hebert
Title: President
AUGUST 14, 1996 /S/ JAMES R. VERGIN
--------------- -------------------------------
Date NAME: JAMES R. VERGIN
Title: Chief Accounting Officer
21
PAGE
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 4.3 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. 1 to
Registration Statement on Form S-4, dated April 22,
1996.) *
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PAGE
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 10.11 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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PAGE
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 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.) *
10.13 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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