<PAGE>   1
                                  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, 1996

                         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 Identification No.)
 incorporation or organization)

27 Boylston Street, Chestnut Hill, Massachusetts          02167
    (Address of principal executive offices)            (Zip Code)

            Registrant's telephone number and area code: 617-278-5600

          Securities registered pursuant to Section 12(b) of the Act:

                                                        Name of Each Exchange
     Title of Each Class                                 on which Registered
     -------------------                                 -------------------

  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. [ ]

              The aggregate market value of the voting stock held by
non-affiliates of the registrant was approximately $ 202,409,000 on January 20,
1997.

              There were 7,822,830 shares of Common Stock outstanding as of
January 20, 1997.

                             ----------------------

                       Documents Incorporated by Reference

              Portions of the Company's 1996 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 12, 1997 are incorporated by reference into Part III of this Report.
<PAGE>   2
                               GC COMPANIES, INC.

                           ANNUAL REPORT ON FORM 10-K

                   FOR THE FISCAL YEAR ENDED OCTOBER 31, 1996

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I                                                                                  Page No.
------                                                                                  --------

<S>                        <C>                                                            <C>
         Item 1.           Business                                                        1
         Item 2.           Properties                                                      7
         Item 3.           Legal Proceedings                                               8
         Item 4.           Submission of Matters to a Vote of Security Holders             8

PART II
-------

         Item 5.           Market for the Registrant's Common Equity
                              and Related Stockholder Matters                              8

         Item 6.           Selected Financial Data                                         9
         Item 7.           Management's Discussion and Analysis of
                              Financial Condition and Results of Operations                9
         Item 8.           Financial Statements and Supplementary Data                     9
         Item 9.           Changes in and Disagreements with Accountants
                              on Accounting and Financial Disclosure                       9

PART III
--------
         Item 10.          Directors and Executive Officers of the Registrant             10
         Item 11.          Executive Compensation                                         11
         Item 12.          Security Ownership of Certain Beneficial Owners and
                              Management                                                  11

         Item 13.          Certain Relationships and Related Transactions                 11

PART IV
-------
         Item 14.          Exhibits, Financial Statement Schedules and Reports
                              on Form 8-K                                                 12

Signatures                                                                                14
</TABLE>
<PAGE>   3
                                     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"
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 as a subsidiary of Harcourt General, Inc. ("Harcourt General").
In December 1993, Harcourt General completed the spinoff (the "Spinoff") of the
Company to the stockholders of Harcourt General. From 1950 until the Spinoff,
General Cinema Theatres had been operated by Harcourt General. See "Relationship
with Harcourt General" below.

GENERAL CINEMA THEATRES

General

     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, 1996, the Company operated 189 theatres with a total of
1,159 screens in 25 states. The Company provides convenient and comfortable
theatres offering a popular selection of films. Virtually 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 83% of the Company's theatres, and approximately 87% of the
Company's screens, are located in 30 of the 50 largest Areas of Dominant
Influence (television market areas as defined by Arbitron Company) in the United
States, with approximately 35% of the Company's theatres and approximately 33%
of the Company's screens located in California, Florida and Texas.

                                        1
<PAGE>   4
     From the beginning of fiscal 1986 through the end of fiscal 1996, the
Company increased its average number of screens per theatre from 3.7 to 6.1. All
of the Company's theatres (except one) are multi-screen theatres, and
approximately 78% of the Company's screens are located in theatres having 6 to
16 screens. The Company expects to continue to increase the average number of
screens per theatre in its circuit by selectively closing or selling less
productive theatres which generally have fewer screens, by building theatres
with more screens per theatre, and by adding screens to existing theatres. Since
November 1, 1991, the Company has opened 12 new theatres with an average of 8.6
screens each. 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.

     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. The Company also emphasizes quality control through
efforts such as its "Reel Excellence" program, centered around visits by
unidentified patrons who evaluate the Company's theatres. In addition, the
Company provides incentive compensation to its theatre managers on the basis of
performance, customer service responsiveness and quality of theatre operations.

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.

                                        2
<PAGE>   5
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
either by negotiating directly with, or by submitting bids to, 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 1996, less than 25% 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

                                        3
<PAGE>   6
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. The Company's strategy emphasizes
prominent and appealing concession counters designed for rapid service,
efficiency, and optimal merchandising of concession items.

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.

     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.

                                        4
<PAGE>   7
Employees

     At October 31, 1996, the Company had approximately 1,600 full-time and
5,500 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 10% of the Company's employees are represented by the
International Alliance of Theatrical Stage Employees and Motion Picture Machine
Operators and less than 1% of the Company's employees are represented by the
Service Employees International Union. The Company believes that its
relationships with these unions, and with its employees generally, are good.

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.

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,
may 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 with assistance
with respect to 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.

                                        5
<PAGE>   8
     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 12 TO THE COMPANY'S CONSOLIDATED FINANCIAL
STATEMENTS, BOTH OF WHICH ARE CONTAINED IN THE COMPANY'S 1996 ANNUAL REPORT TO
STOCKHOLDERS AND INCORPORATED HEREIN BY REFERENCE.

RELATIONSHIP WITH HARCOURT GENERAL

     Under an Intercompany Services Agreement entered into between the Company
and Harcourt General at the time of the Spinoff, Harcourt General provided
comprehensive management, accounting, financial, legal, tax, personnel, and
other corporate services to the Company in consideration of a fee based on
Harcourt General's costs. The Company and Harcourt General amended the
Intercompany Services Agreement in November 1995 to reduce the level of services
to be provided by Harcourt General. As amended, the Intercompany Service
Agreement provides for Harcourt's Chairman and Chief Executive Officer to serve
as Chairman and Chief Executive Officer of the Company, and one of Harcourt's
Presidents and Co-Chief Operating Officers to serve as President and Chief
Operating Officer of the Company, and such additional corporate services as the
Company and Harcourt General may mutually determine from time to time. The fees
payable to Harcourt General under the Intercompany Services Agreement 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 under the Intercompany Services Agreement were $1.1 million, $3.1
million and $1.7 million, respectively, for fiscal years 1996, 1995 and 1994.

     In addition, substantially all 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 of the 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

                                        6
<PAGE>   9
guarantor's fee paid by the Company to Harcourt General for fiscal 1996 was
approximately $271,000. Harcourt General has not guaranteed any theatre leases
entered into by the Company following the Spinoff.

     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 28.4% of the outstanding Common Stock of the
Company and approximately 27.7% of the outstanding equity securities of Harcourt
General. In addition, Richard A. Smith, the Chairman and Chief Executive Officer
of Harcourt General, serves as the Chairman and Chief Executive Officer of the
Company. Robert A. Smith, one of the Presidents and Co-Chief Operating 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
1997 Annual Meeting (the "Proxy Statement").

ITEM 2.       PROPERTIES

     As of October 31, 1996, the Company operated 189 theatres in 25 states,
with approximately 35% of the Company's theatres and approximately 33% of the
Company's 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 20 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 has an agreement with a major financial institution to provide
operating leases for up to $250 million of assets over the next five years for
its theatre circuit expansion program.

     The Company's corporate, theatre and investment headquarters are located in
Chestnut Hill, Massachusetts, a suburb of Boston. The Company also has regional
theatre offices in Atlanta, Boston, Chicago, Dallas, Houston, Philadelphia and
Los Angeles. Corporate headquarters' functions include overall administration
and management of the Company and all investment operations. Theatre
headquarters' functions include accounting, administration with respect to
theatre operations, finance, human resources, information services, marketing,
real estate development and strategic planning. Regional office functions
include film licensing and theatre management with respect to particular
geographic areas. The Company subleases its corporate and theatre headquarters
from Harcourt General and leases its regional offices.

                                        7
<PAGE>   10
     For additional information regarding the Company's lease obligations, see
Notes 5 and 9 to the Consolidated Financial Statements.

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.

                                     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:
<TABLE>
<CAPTION>
     FISCAL 1996:

                             High               Low
                             ----               ---
<S>                         <C>                <C>
     First Quarter          $35.25             $32.00
     Second Quarter         $38.00             $32.75
     Third Quarter          $37.75             $33.50
     Fourth Quarter         $37.88             $33.25


     FISCAL 1995:

                             High               Low
                             ----               ---
     First Quarter          $31.13             $24.75
     Second Quarter         $35.00             $29.88
     Third Quarter          $34.50             $32.00
     Fourth Quarter         $34.75             $31.50
</TABLE>

                                        8
<PAGE>   11
     At January 14, 1997, there were 3,564 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 1996 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 1996 Annual Report
to Stockholders under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations" on pages 4 through 7 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.

                                        9
<PAGE>   12
                                    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 - 72

     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., a majority
     owned subsidiary of Harcourt General ("Neiman Marcus"); Chief Executive
     Officer of Harcourt General and of Neiman Marcus since January 15, 1997 and
     prior to December 1991; Director of Neiman Marcus, Liberty Mutual Insurance
     Company, Liberty Mutual Fire Insurance Company, Liberty Financial
     Companies, Inc., and Bank of Boston Corporation and its principal
     subsidiary, The First National Bank of Boston. 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 - 37

     President and Chief Operating Officer of the Company since November 1995;
     President and Co-Chief Operating Officer of Harcourt General and President
     and Chief Operating Officer of Neiman Marcus since January 15, 1997; Group
     Vice President of Harcourt General and of Neiman Marcus prior thereto;
     Director of Harcourt General and Neiman Marcus Group. 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.


Paul R. Del Rossi - 54

     President and Chief Executive Officer of General Cinema Theatres, Inc.
     since 1993; President of General Cinema Theatres, Inc., a subsidiary of
     Harcourt General, prior

                                       10
<PAGE>   13
     to the Spinoff since 1983; Director of The DeWolfe Companies, Inc.


John G. Berylson - 43

     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.


William B. Doeren - 50

     Executive Vice President and Chief Operating Officer of General Cinema
     Theatres, Inc. since October 1995; Chief Executive Officer of MGM
     International Cinemas from January 1993 until August 1995; Senior Vice
     President and Chief Operating Officer of AMC Entertainment Inc. prior
     thereto.


G. Gail Edwards  - 41

     Vice President and Chief Financial Officer of the Company since July 1996;
     Vice President and Chief Financial Officer of Delaware North Companies,
     Incorporated, a private holding company, prior thereto.


Philip J. Szabla  - 42

     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.

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

                                       11
<PAGE>   14
"Executive Compensation" and "Transactions Involving Management" and is
incorporated herein by reference.

                                     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 1996 Annual
     Report to Stockholders are incorporated by reference into this Item 14 and
     into Item 8 hereof:

               Consolidated Balance Sheets - October 31, 1996 and 1995.

               Consolidated Statements of Earnings for the fiscal years ended
               October 31, 1996, 1995 and 1994.

               Consolidated Statements of Cash Flows for the fiscal years ended
               October 31, 1996, 1995 and 1994.

               Consolidated Statements of Shareholders' Equity for the fiscal
               years ended October 31, 1996, 1995 and 1994.

               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.

                                       12
<PAGE>   15
14(B)          REPORTS ON FORM 8-K

     The Company did not file any reports on Form 8-K during the quarter ended
     October 31, 1996.

14(C)          EXHIBITS

     See Item 14(a)(3) above.

                                       13
<PAGE>   16
                                   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 24, 1997               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.
<TABLE>
<CAPTION>
  Signature                              Title                                Date
  ---------                              -----                                ----
<S>                                      <C>                              <C> 
PRINCIPAL EXECUTIVE OFFICER:

 s/ Richard A. Smith                     Chairman and Chief               January 24, 1997
-------------------------
Richard A. Smith                         Executive Officer

PRINCIPAL FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER:

 s/ G. Gail Edwards                      Vice President, Chief            January 24, 1997
-------------------------
G. Gail Edwards                          Financial Officer and
                                         Treasurer
</TABLE>

                                       14
<PAGE>   17
DIRECTORS:

 s/ William L. Brown
-----------------------------
  William L. Brown                                 January 24, 1997

 s/ Peter C. Read                                  January 24, 1997
-----------------------------
Peter C. Read

 s/ Richard A. Smith                               January 24, 1997
----------------------------
Richard A. Smith

 s/ Francis E. Sutherby                            January 24, 1997
---------------------------
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, 1994.

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, 1995.

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.

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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.

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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.

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.

11.1     Statement regarding computation of per share earnings.

13.1     1996 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.

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