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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED OCTOBER 31, 1999
COMMISSION FILE NUMBER 1-12360
GC COMPANIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 04-3200876
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
27 BOYLSTON STREET
CHESTNUT HILL, MASSACHUSETTS 02467
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER AND AREA CODE: 617-264-8000
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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Common Stock, $.01 par value New York Stock Exchange
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 (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 [ ]
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 amendments to
this Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of
the registrant was approximately $155,485,866 on January 21, 2000.
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There were 7,806,777 shares of Common Stock outstanding as of January 21,
2000.
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company's 1999 Annual Report to Stockholders are
incorporated by reference into Parts I, II and IV of this Report. Portions of
the Proxy Statement for the Company's Annual Meeting of Stockholders to be held
on March 15, 2000 are incorporated by reference into Part III of this Report.
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GC COMPANIES, INC.
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED OCTOBER 31, 1999
TABLE OF CONTENTS
PART I PAGE NO.
Item 1. Business 4
Item 2. Properties 8
Item 3. Legal Proceedings 9
Item 4. Submission of Matters to a Vote of Security Holders 9
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters 10
Item 6. Selected Financial Data 10
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 10
Item 7a. Quantitative and Qualitative Disclosure about Market Risk 10
Item 8. Financial Statements and Supplementary Data 10
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 10
PART III
Item 10. Directors and Executive Officers of the Registrant 11
Item 11. Executive Compensation 12
Item 12. Security Ownership of Certain Beneficial Owners and
Management 12
Item 13. Certain Relationships and Related Transactions 12
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K 13
Signatures 14
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PART I
ITEM 1. BUSINESS
GENERAL
GC Companies, Inc. (the "Company") operates a leading motion picture exhibition
circuit in the United States under the name "General Cinema Theatres," operates
through joint ventures motion picture theatres in South America and Mexico and
also manages a pool of the Company's capital for investments. Through its
investment operations, the Company invests in businesses which have been, and
which may continue to be, unrelated to the Company's theatre business and the
broader entertainment industry. INVESTMENTS MADE BY THE COMPANY MAY BE HIGHLY
ILLIQUID AND MAY INVOLVE CONSIDERABLE RISK. SEE "GCC INVESTMENTS, INC." BELOW.
The Company was incorporated under the laws of the State of Delaware in
September 1993.
GENERAL CINEMA THEATRES, INC.
The Company's theatre operations are the outgrowth of a motion picture
exhibition business which originated in 1922. The predecessors of the Company
are credited with opening two of the first drive-in movie theatres in 1938 and
one of the first indoor shopping center theatres in 1951.
As of October 31, 1999, the Company operated 138 theatres with a total of 1,052
screens in 23 states. The Company provides convenient and comfortable theatres
offering a popular selection of films. Substantially all of the Company's
theatres are state-of-the-art facilities, equipped with high-quality sound and
projection equipment, and exhibit films on a "first run" basis.
Approximately 72 % of the Company's theatres, and approximately 72 % of the
Company's screens, are located in 23 of the 50 largest Areas of Dominant
Influence (television market areas as defined by Nielson Media Research) in the
United States, with approximately 29 % of the Company's theatres and
approximately 26.7 % of the Company's screens located in California, Florida and
Texas.
From the beginning of fiscal 1988 through the end of fiscal 1999, the Company
increased its average number of screens per theatre from 4.3 to 7.6. All of the
Company's theatres are multi-screen theatres, and approximately 88.1% of the
Company's screens are located in theatres having 6 to 18 screens. The Company
expects to continue to increase the average number of screens per theatre in its
circuit primarily by selectively closing or selling less productive theatres,
which generally have fewer screens. In addition, the building of new theatres
with more screens per theatre and adding screens to existing theatres will
increase the average number of screens per theatre in the circuit. The Company
currently has commitments to open four new theatres with 48 screens and to add 2
screens to an existing theatre in the next fiscal year. The Company currently
has no commitments for new theatres beyond that. Since November 1, 1991, the
Company has opened 35 new theatres with an average of 10.3 screens each. In
addition, the Company currently operates three "Premium Cinemas" which are
upscale movie-going experiences with features such as large leather seats, a
bistro menu of appetizers, valet parking and an elegant lounge. Key factors
which the Company considers in selecting new theatre sites are demographic
trends derived from statistical sources, distance from competitive theatres, and
accessibility and proximity to retail and other entertainment and dining areas.
The Company expects to concentrate future commitments for new theatres in the
Northeast and Midwest.
Multi-screen theatres enable the Company to present a variety of films appealing
to diverse segments of the movie-going public while serving patrons from common
support facilities such as concession stands, box offices and sales outlets. The
Company believes that this strategy enhances attendance, increases the
utilization of theatre capacity and promotes operating efficiencies. Staggered
scheduling of movie starting times minimizes staffing requirements for
auditorium entry and exit and box office and concession stand services, and
reduces congestion throughout the theatre and its parking areas. Multi-screen
theatres also provide increased flexibility in determining the length of time
that a film will run and the size of the auditorium in which it will be shown.
The Company continually seeks to maximize cash flows through adherence to cost
containment practices. In addition, the Company provides incentive compensation
to its theatre managers on the basis of performance, customer service
responsiveness and quality of theatre operations.
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MARKETING AND ADVERTISING
The Company relies principally upon television, radio and newspaper display
advertisements (substantially paid for by distributors) and newspaper directory
film schedules (generally paid for by the Company) to inform its patrons of film
titles and exhibition times. The Company also shows previews of coming
attractions and films presently playing on the other screens operated by the
Company in the same theatre or geographic area. The Company also benefits from
promotional programs involving various products and merchants.
FILM LICENSING
Consistent with industry practice, and in part required by consent decrees to
which certain film distributors are parties, distributors generally license
films to exhibitors on a screen-by-screen basis. Film licenses are obtained by
negotiating directly with film distributors.
Fees payable to distributors are based upon several factors, including theatre
location, film supply, competition, season and film content. Film licensing
(termed "film buying" in the industry) typically requires payment of a fee based
on the higher of a gross receipts formula or a theatre admissions revenue
sharing formula. Under a gross receipts formula, the distributor receives a
specified percentage of box office receipts, with the percentage declining over
the term of the run. Under a theatre admissions revenue sharing formula, the
distributor receives a specified percentage of the excess of box office receipts
over a negotiated allowance for theatre expenses. The Company may agree to
guarantee minimum license fees or make recoupable advance payments on licensing
fees, or both, in order to obtain a license for a film that is in high demand.
The Company's film buyers evaluate the prospects for upcoming films prior to the
time that distributors solicit interest. Criteria considered for each film
include all of the factors which affect box office potential, including cast,
director, plot, performance of similar films, the production cost and marketing
budget for the film, estimated film licensing costs, estimated impact on
concession sales, and the expected Motion Picture Association of America rating.
The Company maintains records of attendance by film title and theatre location
so as to enable its film buyers to evaluate a prospective film's suitability and
likelihood of success with respect to each theatre location.
The Company's business is dependent upon the availability of motion pictures
that have substantial popular appeal. There are fewer than ten major
distributors which provide a substantial portion of quality first run movies to
the exhibition industry. Historically, and during fiscal 1999, less than 20% of
the Company's total annual box office receipts have been attributable to the
films of any single distributor. From year to year, however, the Company's
revenues attributable to individual distributors may vary significantly
depending upon the commercial success of each distributor's films. The Company
believes that its relationships with each of the major distributors generally
are good.
The failure to maintain good relationships with, or the poor performance by, one
or more of the major distributors, or the disruption in the production of motion
pictures for any reason (such as labor unrest, the increased cost of production
or distribution of films, or the diversion of funds from production and
distribution to other ventures by the major studios or independent producers)
might have a materially adverse effect upon the Company's business and its
results of operations.
CONCESSIONS
The Company owns and operates the concession stands in all of its theatres.
Concession sales are the second largest source of revenue for the Company after
box office receipts and contribute significantly to the Company's earnings.
Concession items consist primarily of popcorn, soft drinks and candy. The
Company is continuing its efforts to increase concession sales through
optimizing product mix, introducing new products such as brand name fast foods,
coffee and other beverages, novelty items and film-related merchandise, offering
bulk candy snacks, training staff to cross- sell products, and making efficient
use of concession facilities and staff. In addition, the introduction of cafes
and the expansion of game rooms in our theatres is also contributing to
increased sales. The Company's strategy emphasizes prominent and appealing
concession counters designed for rapid service, efficiency, and optimal
merchandising of concession items.
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COMPETITION
The Company's theatres are subject to varying degrees of competition in the
geographic areas in which they operate. Competition is often intense with
respect to licensing films, attracting patrons and finding new theatre sites.
The Company believes that the principal competitive factors with respect to film
licensing include licensing terms, box office grossing histories, seating
capacity, location of theatres, the quality of projection and sound equipment
and the exhibitors' ability and willingness to promote films. The Company
believes that the principal competitive factors with respect to attracting
patrons include the availability and licensing of popular films, the location
and comfort of theatres, the quality of the projection and sound equipment, and
ticket prices.
Industry participants vary substantially in size, from small independent
operators of a single theatre with a single screen to large national chains of
multi-screen theatres. All compete aggressively with the Company for films,
patrons and theatre locations. The Company competes directly with its largest
competitors in most of the geographic areas in which it operates. In recent
years, construction of megaplex theatres has occurred in the industry which has
resulted in significant additions to the total industry screen count. Since
these new screens are being added at a faster rate than the increase in total
industry demand, the Company anticipates intense competition for domestic box
office receipts. New megaplex construction by competitors has impacted the
Company in several markets in which it operates. The Company anticipates this
increased competition due to the opening of new megaplexes by competitors, which
have tended and are projected, to draw audiences away from certain multiplex
theatres the Company operates.
The Company's theatres compete with other forms of entertainment for the
public's leisure time and disposable income. For example, the Company's theatres
face competition from a number of alternative motion picture exhibition delivery
systems, such as video cassettes and cable television, including pay-per-view,
and satellite entertainment technology. While the future impact of such delivery
systems on the motion picture exhibition industry cannot be determined
precisely, such delivery systems may have had, and in the future may have, an
adverse impact on attendance at the Company's theatres.
SEASONALITY
The major film distributors generally release most of the films which they
anticipate will be the most successful during the summer (Memorial Day weekend
through Labor Day weekend) and holiday (Thanksgiving weekend through New Year's
Day) seasons. Consequently, the Company historically has generated higher
revenues, and substantially all of its earnings, during these periods.
INTERNATIONAL
Effective July 1, 1998, the Company entered into an agreement to form a 50/50
joint venture with Hoyts Cinema Group creating Hoyts General Cinema South
America (HGCSA), a stand-alone theatre circuit which will pursue theatre
opportunities in South America. As of October 31, 1999, HGCSA operated six
theatre units with 60 screens in Argentina, five theatres with 41 screens in
Chile, one theatre with 15 screens in Brazil and a joint venture that operates
one theatre unit with eight screens in Uruguay. The Company also operates,
through its acquisition in 1997 of fifty percent of the common stock of a
company, five theatre units with 62 screens in Mexico as of October 31, 1999.
Key factors which are considered in selecting new theatre sites are demographic
trends derived from statistical sources, distance from competitive theatres and
accessibility and proximity to retail and other entertainment and dining areas.
Substantially all of the Company's theatres in South America and Mexico, are
state-of-the-art multi-screen facilities, are equipped with high quality sound
and projection equipment and exhibit films on a "first-run" basis. Multi-screen
theatres enable the joint ventures to present a variety of films appealing to
diverse segments of the movie-going public while serving patrons from common
support facilities such as concession stands, box office and sales outlets. This
strategy enhances attendance, increases the utilization of theatre capacity and
promotes operating efficiencies. Staggered scheduling of movie starting times
minimizes staffing requirements for auditorium entry and exit and parking areas.
Multi-screen theatres also provide flexibility in determining the length of time
that a film will run and the size of the auditorium in which it will be shown.
As the Company expands internationally, it becomes subject to regulation of
foreign governments. There are significant differences between the theatrical
exhibition industry regulatory environment in the United States and
international markets. Regulatory barriers affecting such matters as the size of
the theatres, the issuance of licenses and the ownership of land may restrict
market entry. The Company's international operations also face the additional
risks of fluctuating currency values. The Company does not hedge against
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the currency risks. Quota systems used by some countries to protect their
domestic film industry may adversely affect revenues from theatres that the
Company develops in such markets. Such differences in industry structure and
regulatory and trade practices may adversely affect the Company's ability to
expand internationally or to operate at a profit following such expansion.
GENERAL
EMPLOYEES
At October 31, 1999, the Company had approximately 789 full-time and 4,821
part-time theatre employees. The number of part-time employees generally
increases during the summer and holiday seasons in keeping with the seasonal
nature of the motion picture exhibition business.
Approximately 6.8% of the Company's employees are represented by the
International Alliance of Theatrical Stage Employees and Motion Picture Machine
Operators. The Company believes that its relationships with this union and with
its employees generally are good.
GCC INVESTMENTS, INC.
Through GCC Investments, Inc., the Company invests in companies which have been,
and which may continue to be, engaged in businesses which are unrelated to the
Company's theatre business and the broader entertainment industry. These
investment operations are conducted by a team of investment professionals who
evaluate investment opportunities, negotiate and structure the terms of each
investment, monitor the Company's investments and, as designees of the Company,
serve as members of the boards of directors of such companies. To date, the
Company has financed its investments with existing cash balances. The Company
may use cash generated by theatre operations, sales of existing investments or
borrowings under its line of credit, in addition to cash then on hand, to
finance future investments.
The investments of the Company to date have been, and are expected to continue
to be, minority positions in businesses which the Company believes will provide
substantial returns on the invested cash balances. Although the Company does not
seek to provide day-to-day managerial support to the companies in which it holds
investments, the Company may provide such companies assistance with strategic,
financial and operational matters. It also is possible that the Company may, by
reason of investment, acquisition, conversion of securities, or otherwise,
obtain control of a portfolio company.
In August of 1999, the Company formed GCC Investments, LLC ("LLC"), a limited
liability company, to act as a vehicle to hold the Company's investment
portfolio on an ongoing basis. Existing investments in non-public portfolio
companies were transferred to LLC, and it is anticipated that all future
investments will be made through LLC. LLC is owned 99% by GCC Investments, Inc.
(a wholly-owned subsidiary of the Company) and 1% by Chestnut Hill Capital
Partners, LLC ("CHCP"). CHCP is owned by the Company's Chief Investment Officer
and professional investment personnel who were former employees of the Company's
wholly-owned subsidiary, GCC Investments, Inc.
The LLC agreement specifies that the profit sharing in the LLC will be between
GCC and CHCP in accordance with certain contractual calculations. CHCP also has
a management agreement with regard to GCC Investments, LLC, which specifies that
CHCP is to be reimbursed for certain expenses according to a specific formula.
INVESTMENTS MADE BY THE COMPANY MAY BE HIGHLY ILLIQUID AND MAY INVOLVE
CONSIDERABLE RISK. BECAUSE OF THE COMPANY'S DESIRE TO MAXIMIZE RETURNS FROM ITS
INVESTMENT OPERATIONS, CURRENT INCOME CONSTITUTES A LOW STRATEGIC PRIORITY.
THERE CAN BE NO ASSURANCE THAT THE COMPANY'S INVESTMENT OPERATIONS WILL MAKE A
CONTRIBUTION TO THE COMPANY'S EARNINGS IN THE FORESEEABLE FUTURE. THE COMPANY'S
INVESTMENT OPERATIONS MAY REDUCE THE COMPANY'S EARNINGS OR CAUSE THE COMPANY TO
INCUR LOSSES. FOR INFORMATION CONCERNING THE INVESTMENTS MADE BY THE COMPANY,
SEE "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS" AND NOTES 2, 3 and 18 TO THE COMPANY'S CONSOLIDATED FINANCIAL
STATEMENTS, BOTH OF WHICH ARE CONTAINED IN THE COMPANY'S 1999 ANNUAL REPORT TO
STOCKHOLDERS AND INCORPORATED HEREIN BY REFERENCE.
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RELATIONSHIP WITH HARCOURT GENERAL, INC.
Harcourt General provides certain corporate services to the Company in
consideration of a fee based on Harcourt General's costs. Harcourt General's
Chairman also serves as Chairman and Chief Executive Officer of the Company, and
one of Harcourt's Chief Executive Officers serves as President and Chief
Operating Officer of the Company. The fees payable to Harcourt General have
been, and will continue to be, subject to the approval of the Company's Special
Review Committee, a committee of the Board of Directors consisting solely of
directors who are not affiliated with Harcourt General. The fees paid or accrued
by the Company for management and other corporate services were $0.5 million in
fiscal years 1999, 1998, and 1997.
In addition, a majority of the theatre leases to which the Company is a party
are guaranteed by Harcourt General. Pursuant to a Reimbursement and Security
Agreement entered into between the Company and Harcourt General at the time GC
Companies became a stand-alone entity ("Spinoff") the Company has agreed to
reimburse Harcourt General for all liabilities, if any, which may be incurred by
Harcourt General after the Spinoff in connection with the theatre leases, and
has pledged all of the stock of its theatre subsidiaries to Harcourt General as
security for such agreement. The Company also agreed to maintain certain
financial and operating covenants designed to minimize Harcourt General's
exposure with respect to the theatre leases. In consideration of Harcourt
General's continuing guarantees of the theatre leases, the Company pays Harcourt
General a guarantor's fee measured as a percentage of the present value of all
amounts owing under the theatre leases for which Harcourt General has potential
liability. The guarantor's fees paid by the Company to Harcourt General for
fiscal years 1999, 1998, and 1997 were approximately $695,000, $230,000, and
$250,000, respectively. Harcourt General has not guaranteed any theatre leases
entered into by the Company following the Spinoff.
In addition, the Company subleases office space and a theatre location from
Harcourt General. The rent and rent-related expense associated with this
sublease totaled $1.2 million in 1999, 1998 and 1997.
Although Harcourt General has no equity ownership in the Company, Richard A.
Smith and certain members of his family (the "Smith Family Group") beneficially
own approximately 29.13% of the outstanding shares of Common Stock of the
Company and approximately 28.28% of the outstanding equity securities of
Harcourt General. In addition, Richard A. Smith, the Chairman of Harcourt
General, serves as the Chairman and Chief Executive Officer of the Company.
Robert A. Smith, one of the Chief Executive Officers of Harcourt General, serves
as the President and Chief Operating Officer of the Company. For additional
information concerning the stock ownership by the Smith Family Group, reference
may be made to the Proxy Statement for the Company's 2000 Annual Meeting (the
"Proxy Statement").
ITEM 2. PROPERTIES
DOMESTIC
As of October 31, 1999, the Company operated 138 domestic theatres with a total
of 1,052 screens in 23 states, with approximately 29.0% of the Company's
domestic theatres and approximately 26.7% of the Company's domestic screens
located in California, Florida and Texas. As of such date, virtually all of the
Company's theatres were operated pursuant to leases. The Company's theatre
leases are generally entered into on a long-term basis with terms (including
options) ranging from 15 to 40 years. Theatre leases typically provide for rent
based on box office receipts subject to an annual minimum rental. The Company
also is usually obligated to pay taxes, utilities, common area maintenance costs
and certain other expenses related to its leased theatres.
The Company's corporate, theatre and investment headquarters are located in
Chestnut Hill, Massachusetts, a suburb of Boston. Corporate headquarters'
functions include overall administration, accounting and management of the
Company and all investment operations. Theatre headquarters' functions include
administration with respect to theatre operations, finance, human resources,
information services, marketing, real estate development and strategic planning.
The Company subleases its corporate and theatre headquarters from Harcourt
General and leases its regional offices.
For additional information regarding the Company's lease obligations, see Notes
8 and 13 to the Consolidated Financial Statements contained in the Company's
1999 Annual Report to Stockholders and incorporated herein by reference.
INTERNATIONAL
As of October 31, 1999, the Company operates through HGCSA, six theatre units
with 60 screens in Argentina, 5 theatre units with 41 screens in Chile, a
theatre unit with 15 screens in Brazil and, through a joint venture, a theatre
unit with eight screens in Uruguay. In addition, through a joint venture in
Mexico, the Company operates five theatre units with a total of 62 screens as of
October 31, 1999. Virtually all of the international
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theatres were operated pursuant to leases. The theatre leases are generally
entered into on a long-term basis with terms (including options) ranging from 10
to 30 years. The theatre leases typically provide for rent based on box office
receipts subject to an annual minimal rental and typically will require for the
payment of taxes, utilities, common area maintenance and certain other expenses
related to the leased theatre.
The South American joint venture has a corporate office in Buenos Aires,
Argentina and regional theatre offices in Santiago, Chile and Buenos Aires,
Argentina. The corporate office functions include overall administration,
accounting and management of the joint venture operations. The regional offices'
functions include administration with respect to theatre operations, finance,
human resources, information services, marketing, real estate development, film
licensing and theatre management with respect to particular geographic areas.
The Mexican joint venture has an administrative office in Mexico City, Mexico.
The office functions include administration with respect to theatre operations,
accounting, human resources, information services, marketing, real estate
development and film licensing.
ITEM 3. LEGAL PROCEEDINGS
The Company is involved in various legal proceedings arising in the ordinary
course of its business operations. The Company does not believe that the
disposition of any such proceedings will have a material adverse effect on the
financial position or continuing operations of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable.
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
PRICE RANGE OF COMMON STOCK
The Company's Common Stock trades on the New York Stock Exchange under the
symbol "GCX." The high and low sales prices for the Common Stock on the New York
Stock Exchange for the past two fiscal years were as follows:
FISCAL 1999: HIGH LOW
First Quarter $42.00 $37.00
Second Quarter $37.88 $30.00
Third Quarter $37.44 $34.63
Fourth Quarter $36.00 $22.44
FISCAL 1998: HIGH LOW
First Quarter $47.94 $41.06
Second Quarter $53.00 $45.75
Third Quarter $52.63 $46.00
Fourth Quarter $49.75 $36.00
At January 21, 2000, there were 2,845 record holders of Common Stock.
DIVIDEND POLICY
The Company has not paid and has no current plans to pay cash dividends on its
Common Stock. The Company currently intends to retain earnings for use in its
theatre business and investment operations.
ITEM 6. SELECTED FINANCIAL DATA
The response to this Item is contained in the Company's 1999 Annual Report to
Stockholders under the caption "Selected Financial Data" on page 3 and is
incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The response to this Item is contained in the Company's 1999 Annual Report to
Stockholders under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations" on pages 4 through 12 and is
incorporated herein by reference.
ITEM 7a QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The response to this Item is contained in the Company's 1999 Annual Report to
stockholders under the caption "Quantitative and Qualitative Disclosure About
Market Risk" in pages 12 through 13 and is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Financial Statements and supplementary data incorporated by
reference into Item 14 below are incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS
The response to this Item regarding the directors of the Company and compliance
with Section 16(a) of the Securities Exchange Act of 1934 by the Company's
officers and directors is contained in the Proxy Statement under the captions
"Election of Directors" and "Section 16(a) Beneficial Ownership Reporting
Compliance" and is incorporated herein by reference.
EXECUTIVE OFFICERS
Below are the name, age and principal occupations for the last five years of
each current executive officer of the Company. All such persons have been
elected to serve until the next annual election of officers and their successors
are elected or until their earlier resignation or removal.
RICHARD A. SMITH - 75
Chairman and Chief Executive Officer of the Company since 1993; President of the
Company from 1993 until November 1995; Chairman of Harcourt General, Inc.
("Harcourt General") and of The Neiman Marcus Group, Inc., ("NMG"); Chief
Executive Officer of Harcourt General (until November, 1999) and of NMG (until
December, 1998) and since January 15, 1997 and prior to December 1991; Director
of NMG. Mr. Smith is the father of Robert A. Smith, President and Chief
Operating Officer of the Company, and the father-in-law of John G. Berylson,
Senior Vice President and Chief Investment Officer of the Company.
ROBERT A. SMITH - 40
President and Chief Operating Officer of the Company since November 1995;
Co-Chief Executive Officer of Harcourt General since November, 1999, and
President and Co-Chief Operating officer prior thereto; Chief Executive Officer
of NMG since December, 1998; President and Chief Operating Officer prior
thereto; Group Vice President of Harcourt General and of NMG prior thereto;
Director of Harcourt General and NMG. Mr. Smith is the son of Richard A. Smith,
Chairman and Chief Executive Officer of the Company, and the brother-in-law of
John G. Berylson, Senior Vice President and Chief Investment Officer of the
Company.
JOHN G. BERYLSON - 46
Senior Vice President and Chief Investment Officer of the Company since 1993;
Managing Director of Advent International Financial Services, a venture capital
and financial services firm, prior thereto. Mr. Berylson is the son-in-law of
Richard A. Smith, Chairman and Chief Executive Officer of the Company, and the
brother-in-law of Robert A. Smith, President and Chief Operating Officer of the
Company.
FRANK T. STRYJEWSKI - 43
President and Chief Operating Officer of General Cinema Theatres Inc. since
September, 1999. Executive Vice President and Chief Operating Officer from
November, 1998 to September 1999. Senior Vice President, operations from 1996 to
November, 1998; Senior Vice President of Operations for the South Division of
AMC Entertainment, Inc. from 1994 to 1996.
G. GAIL EDWARDS - 44
Vice President, Chief Financial Officer and Treasurer of the Company since July
1996; Vice President and Treasurer of Delaware North Companies, Incorporated, a
private holding company, prior thereto.
PHILIP J. SZABLA - 45
Vice President, General Counsel and Secretary of the Company since December
1996; Member of the law firm of Albrecht, Maguire, Heffern & Gregg, P.C. prior
thereto.
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LOUIS E. CASAVANT - 44
Vice President and Corporate Controller of the Company since December, 1998 and
Corporate Controller prior thereto; Controller of Finast Supermarkets from 1994
to 1997; Controller of Childcraft, Inc. from 1992 to 1994.
KATHLEEN SCHOEFFLER - 52
Vice President Human Resources since July 1999. Human Resources Consultant from
October 1998 to July 1999; Senior Vice President of Human resources at Provident
Companies, Inc. from 1996 to 1998; Relationship Manager/Human Resources at Bank
Boston from 1990 to 1996.
ITEM 11. EXECUTIVE COMPENSATION
The response to this Item is contained in the Proxy Statement under the captions
"Directors' Compensation," "Executive Compensation" and "Transactions Involving
Management" and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The response to this Item is contained in the Proxy Statement under the caption
"Stock Ownership of Certain Beneficial Owners and Management" and is
incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The response to this Item is contained in the Proxy Statement under the captions
"Executive Compensation" and "Transactions Involving Management" and is
incorporated herein by reference.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
14(a)(1) FINANCIAL STATEMENTS
The documents listed below which are contained in the Company's 1999 Annual
Report to Stockholders are incorporated by reference into this Item 14 and into
Item 8 hereof:
Consolidated Balance Sheets - October 31, 1999 and 1998.
Consolidated Statements of Operations for the fiscal years ended October 31,
1999, 1998 and 1997.
Consolidated Statements of Cash Flows for the fiscal years ended October 31,
1999, 1998 and 1997.
Consolidated Statements of Shareholders' Equity for the fiscal years ended
October 31, 1999, 1998 and 1997.
Notes to Consolidated Financial Statements.
Independent Auditors' Report.
14(a)(2) CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
All schedules for which provision is made in the applicable regulations of the
Securities and Exchange Commission have been omitted because the information is
disclosed in the Consolidated Financial Statements or because such schedules are
not required or are not applicable.
14(a)(3) EXHIBITS
The exhibits filed as part of this Annual Report on Form 10-K are listed in the
Exhibit Index immediately preceding the exhibits. The Company has identified
with an asterisk (*) in the Exhibit Index each management contract and
compensation plan filed as an exhibit to this Annual Report on Form 10-K in
response to Item 14(c) of Form 10-K.
14(b) REPORTS ON FORM 8-K
The Company did not file any reports on Form 8-K during the quarter ended
October 31, 1999.
14(c) EXHIBITS
See Item 14(a)(3) above.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
DATED: JANUARY 28, 2000 GC COMPANIES, INC.
By: /s/ Richard A. Smith
-----------------------------------
Richard A. Smith, Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the following capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
PRINCIPAL EXECUTIVE OFFICER:
/s/ Richard A. Smith Chairman and Chief January 28, 2000
- ------------------------------- Executive Officer
Richard A. Smith
PRINCIPAL FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER
/s/ G. Gail Edwards Vice President, Chief January 28, 2000
- ------------------------------- Financial Officer
G. Gail Edwards and Treasurer
DIRECTORS:
/s/ William L. Brown January 28, 2000
- -------------------------------
William L. Brown
/s/ Peter C. Read January 28, 2000
- -------------------------------
Peter C. Read
/s/ Richard A. Smith January 28, 2000
- -------------------------------
Richard A. Smith
/s/ Leonard A. Schlesinger January 28, 2000
- -------------------------------
Leonard A. Schlesinger
/s/ Francis E. Sutherby January 28, 2000
- -------------------------------
Francis E. Sutherby
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EXHIBIT INDEX
DOCUMENT
3.1 Restated Certificate of Incorporation of the Company, incorporated
herein by reference to Exhibit 3.1 to the Company's Annual Report on
Form 10-K for the fiscal year ended October 31, 1995.
3.2 Amended and Restated By-Laws of the Company, incorporated herein by
reference to Exhibit 3.2 to the Company's Annual Report of Form 10-K
for the fiscal year ended October 31, 1996.
4.1 Form of Stock Certificate of the Company's Common Stock,
incorporated herein by reference to Exhibit 4 to the Company's
Registration Statement on Form 10, as amended.
4.2 Smith-Lurie/Marks Stockholders' Agreement Re GC Companies, Inc.,
dated as of December 15, 1993, incorporated herein by reference to
Exhibit 4.2 to the Company's Annual Report on Form 10-K for the
fiscal year ended October 31, 1994.
10.1 Distribution Agreement, dated as of December 14, 1993, between
Harcourt General, Inc. and the Company, incorporated herein by
reference to Exhibit 10.1 to the Company's Annual Report on Form
10-K for the fiscal year ended October 31, 1994.
10.2 Reimbursement and Security Agreement ("Reimbursement and Security
Agreement"), dated as of December 14, 1993, between Harcourt
General, Inc. and the Company, incorporated herein by reference to
Exhibit 10.2 to the Company's Annual Report on Form 10-K for the
fiscal year ended October 31, 1994.
10.3 First Amendment to Reimbursement and Security Agreement, dated as of
September 29, 1994, between Harcourt General, Inc. and the Company,
incorporated herein by reference to Exhibit 10.3 to the Company's
Annual Report on Form 10-K for the fiscal year ended October 31,
1994.
10.4 Intercompany Services Agreement, dated as of December 14,1993,
between Harcourt General, Inc. and the Company, incorporated herein
by reference to Exhibit 10.4 to the Company's Annual Report on Form
10-K for the fiscal year ended October 31, 1994.
10.5 Amended and Restated Intercompany Services Agreement, dated as of
November 1, 1995, between Harcourt General, Inc. and the Company,
incorporated herein by reference to Exhibit 10.5 to the Company's
Annual Report on Form 10-K for the fiscal year ended October 31,
1995.
10.6 Tax Agreement, dated as of December 14, 1993, between Harcourt
General, Inc. and the Company, incorporated herein by reference to
Exhibit 10.6 to the Company's Annual Report on Form 10-K for the
fiscal year ended October 31, 1994.
10.7* GC Companies, Inc. 1993 Equity Incentive Plan, incorporated herein
by reference to Exhibit 10.8 to the Company's Registration Statement
on Form 10, as amended.
10.8* GC Companies, Inc. Retirement Plan, effective December 2, 1993,
incorporated herein by reference to Exhibit 10.9 to the Company's
Registration Statement on Form 10, as amended.
10.9 GC Companies, Inc, Supplemental Executive Retirement Plan, effective
December 1, 1993, incorporated herein by reference to Exhibit 10.10
to the Company's Registration Statement on Form 10, as amended.
10.10* GC Companies, Inc, Key Employee Deferred Compensation Plan,
effective December 1, 1993, incorporated herein by reference to
Exhibit 10.11 to the Company's Registration Statement on Form 10, as
amended.
10.11* GC Companies, Inc. Key Executive Stock Purchase Loan Plan,
incorporated herein by reference to Exhibit 10.6 to the Company's
Registration Statement on Form 10, as amended.
10.12* Agreement, dated as of December 14, 1993, between Paul R. Del Rossi
and the Company, incorporated herein by reference to Exhibit 10.8 to
the Company's Annual Report on Form 10- K for the fiscal year ended
October 31, 1994.
10.13* Termination Agreement dated as of August 17, 1995 between William B.
Doeren and the Company, "incorporated herein by reference to Exhibit
10.13 (or .14, respectively) to the Company's Annual Report on Form
10-K for the fiscal year ended October 31, 1996."
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10.14* Master Lease Agreement dated as of November 21, 1996 between General
Electric Capital Corporation, for itself and as agent for certain
participants and General Cinema Theatres, Inc., incorporated herein
by reference to Exhibit 10.13 (or 10.14, respectively) to the
Company's Annual Report on Form 10-K for the fiscal year ended
October 31, 1996.
10.15* GC Companies, Inc. 1993 Incentive Plan First Amendment incorporated
herein by reference to Exhibit 10.15 to the Company's Quarterly
Report on Form 10-Q for the Quarter ended April 30, 1997.
10.16* GC Companies, Inc. Key Executive Stock Purchase Loan Plan First
Amendment, incorporated herein by reference to Exhibit 10.16 to the
Company's Quarterly Report or Form 10-Q for the Quarter ended April
30, 1997.
10.17* GCC Investments, Inc. Incentive Pool Plan, incorporated herein by
reference to Exhibit 10.17 to the Company's Quarterly Report on form
10-Q for the quarter ended April 30, 1997.
10.18 Stock Purchase Agreement, dated as of July 25, 1997, by and among
General Cinema International, Inc., United Artists Theatre Circuit,
Inc., UA Mexico Holdings, S.A. de C.V., UATC Europe B.V. and Fondo
Optima, S.A. de C.V., incorporated herein by reference to Exhibit
10.18 to the Company's Form 8-K filed September 30, 1997.
10.19 Amendment No. 1, dated as of September 24, 1997, by and among
General Cinema International, Inc., United Artists Theatre Circuit,
Inc., UA Mexico Holdings, S.A. de C.V., UATC Europe B.V. and Fondo
Optima, S.A. de C.V., incorporated herein by reference to Exhibit
10.19 to the Company's Form 8-K filed September 30, 1997.
10.20* Amended and Restated Employment Agreement between Paul R. Del Rossi
and the Company, dated as of November 1, 1997 incorporated herein by
reference to Exhibit 10.21 of the Company's Annual Report on Form
10-K for the fiscal year ended October 31, 1997.
10.21* GC Companies, Inc. Deferred Compensation Plan for Non-Employee
Directors, Effective May 1, 1997, incorporated herein by reference
to Exhibit 10.21 of the Company's Quarterly Report for the Quarter
ended July 31, 1997.
10.22* First Amendment to GCC Investments, Inc. Incentive Pool Plan
incorporated herein by reference to Exhibit 10.21 of the Company's
Annual Report on Form 10-K for the fiscal year ended October 31,
1997.
10.23* Amendment No. 1 to the GC Companies, Inc. Deferred Compensation Plan
for Non-Employee Directors, dated as of May 1, 1998, incorporated
herein by reference to Exhibit 10.23 to the Company's Quarterly
Report on form 10-Q for the quarter ended July 31, 1998.
10.24 Revolving Credit Agreement dated as of January 26, 1999 among GC
Companies, Inc., BancBoston Robertson Stephens Inc., The Bank of
Nova Scotia and BankBoston, N.A. incorporated herein by reference to
Exhibit 10.24 of the Company's Annual Report on Form 10-K for the
fiscal year ended October 31, 1998.
10.25 Amended and Restated Reimbursement and Security Agreement dated as
of January 26, 1999 between Harcourt General, Inc. and GC Companies,
Inc. incorporated herein by reference to Exhibit 10.25 of the
Company's Annual Report on Form 10-K for the fiscal year ended
October 31, 1998.
10.26* Termination and Change of Control Agreement between GC Companies,
Inc. and G. Gail Edwards dated as of September 1, 1999.
10.27 Limited Liability Company Agreement of GCC Investments, LLC dated as
of August 11, 1999.
10.28 Put Agreement between GC Companies, Inc. and Chestnut Hill Capital
Partners, LLC dated as of August 11, 1999.
10.29 Management Agreement between Chestnut Hill Capital Partners, LLC and
Chestnut Hill Re, Inc. dated August 11, 1999.
11.1 Statement regarding computation of per share earnings.
13.1 1999 Annual Report to Stockholders (which is not deemed to be filed
except to the extent that portions thereof are expressly
incorporated by reference into this Annual Report on Form 10- K).
21.1 Subsidiaries of the Company.
23.1 Consent of Deloitte & Touche LLP.
27.1 Financial Data Schedule
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*Exhibits filed pursuant to Item 14(c) of Form 10-K.
17