<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, 1997

                         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: 617-264-8000

        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. [X]

       The aggregate market value of the voting stock held by non-affiliates of
the registrant was approximately $ 243,058,000 on January 14, 1998.

       There were 7,710,698 shares of Common Stock outstanding as of January 14,
1998.

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

                       Documents Incorporated by Reference

       Portions of the Company's 1997 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 3, 1998 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, 1997

                                TABLE OF CONTENTS


PART I                                                                  Page No.
------                                                                  --------

        Item 1.   Business                                                  1
        Item 2.   Properties                                                4
        Item 3.   Legal Proceedings                                         5
        Item 4.   Submission of Matters to a Vote of Security Holders       5

PART II
-------

        Item 5.   Market for the Registrant's Common Equity and Related     6
                    Stockholder Matters
        Item 6.   Selected Financial Data                                   6
        Item 7.   Management's Discussion and Analysis of Financial         6
                    Condition and Results of Operations
        Item 8.   Financial Statements and Supplementary Data               6
        Item 9.   Changes in and Disagreements with Accountants on          6
                    Accounting and Financial Disclosure

PART III
--------

        Item 10.  Directors and Executive Officers of the Registrant        7
        Item 11.  Executive Compensation                                    8
        Item 12.  Security Ownership of Certain Beneficial Owners and       8
                    Management
        Item 13.  Certain Relationships and Related Transactions            8

PART IV
-------

        Item 14.  Exhibits, Financial Statement Schedules and Reports       8
                    on  Form 8-K
                                                                           
        Signatures                                                         10





<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," operates motion picture theatres in Argentina 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, 1997, the Company operated 175 theatres with a total of
1,113 screens in 24 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 83% of the Company's theatres, and approximately 88% 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 36% of the Company's theatres and approximately 33%
of the Company's screens located in California, Florida and Texas.

       From the beginning of fiscal 1987 through the end of fiscal 1997, the
Company increased its average number of screens per theatre from 3.7 to 6.4. All
of the Company's theatres (except one) are multi-screen theatres, and
approximately 80% 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 22 new theatres with an average of 8.2
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. 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



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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 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 1997, 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 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




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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.

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

       On September 26, 1997, the Company purchased one hundred percent of the
common stock of a company operating one theatre with eight screens in Argentina,
and fifty percent of the common stock of a company operating four theatres with
45 screens in Mexico. In 1998, the Company anticipates opening two additional
theatres with a total of 26 screens in Argentina and one theatre with nine
screens in Mexico. The Company is actively pursuing additional theatre
developments throughout Latin America. Key factors that the Company considers in
selecting new theatre sites are demographic trends, distance from competitive
theatres, and accessibility and proximity to other retail and other
entertainment and dining areas.

GENERAL

Employees

       At October 31, 1997, the Company had approximately 1,100 full-time and
6,100 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 7.5% 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, 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 assistance with




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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.

       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 1997 ANNUAL REPORT TO
STOCKHOLDERS AND INCORPORATED HEREIN BY REFERENCE.

RELATIONSHIP WITH HARCOURT GENERAL, INC.

       Under an Intercompany Services Agreement entered into between the Company
and Harcourt General, Inc. ("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 $0.5 million, $1.1 million, and $3.1 million, respectively, for
fiscal years 1997, 1996, and 1995.

       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 guarantor's fees paid by
the Company to Harcourt General for fiscal years 1997, 1996 and 1995 were
approximately $250,000, $271,000 and $266,000, respectively. 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 28.8% of the outstanding shares of 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 1998 Annual Meeting (the "Proxy Statement").

ITEM 2.  PROPERTIES

       As of October 31, 1997, the Company operated 175 domestic theatres in 24
states, with approximately 36% of the Company's domestic theatres and
approximately 33% of the Company's domestic screens located in California,
Florida and Texas. As of such date, internationally, the Company operated one
theatre located in the suburbs of Buenos Aires, Argentina. As of such date,
virtually all of the Company's theatres were operated



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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. The Company also has
regional theatre offices in Boston, Chicago, Los Angeles and Buenos Aires,
Argentina. 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. Regional office functions include
film licensing and theatre management with respect to particular geographic
areas. The Buenos Aires, Argentina regional office functions also include
accounting, administration with respect to theatre operations, film licensing
and marketing. 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 6 and 11 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.




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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:

                         
<TABLE>
<CAPTION>
              FISCAL 1997:                                    
                                       HIGH        LOW   
                                       ----        ---        
                                                              
              <S>                      <C>        <C>     
              First Quarter            $37.13     $33.50  
              Second Quarter           $40.38     $35.50  
              Third Quarter            $46.00     $39.88  
              Fourth Quarter           $44.00     $39.00  
                                                          
              FISCAL 1996:                                
                                       HIGH        LOW   
                                       ----        --- 
  
              First Quarter            $35.25     $32.00   
              Second Quarter           $38.00     $32.75  
              Third Quarter            $37.75     $33.50  
              Fourth Quarter           $37.88     $33.25  
</TABLE>
                                                              
                         
       At January 14, 1998, there were 7,710,698 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 1997 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 1997 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.



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<PAGE>   9

                                    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 - 73

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. 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 - 38

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 - 55

Chairman of General Cinema Theatres, Inc. since November 1997; President and
Chief Executive Officer of General Cinema Theatres, Inc. from 1993 to November
1997; President of General Cinema Theatres, Inc., a subsidiary of Harcourt
General, prior to the Spinoff since 1983; Director of The DeWolfe Companies,
Inc.

John G. Berylson - 44

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.




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<PAGE>   10


William B. Doeren - 51

President of General Cinema Theatres, Inc. since November 1997; Executive Vice
President and Chief Operating Officer of General Cinema Theatres, Inc. from
October 1995 to November 1997; 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 - 42

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 - 43

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 "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 1997
       Annual Report to Stockholders are incorporated by reference into this
       Item 14 and into Item 8 hereof:

              Consolidated Balance Sheets - October 31, 1997 and 1996.

              Consolidated Statements of Earnings for the fiscal years ended
              October 31, 1997, 1996 and 1995.

              Consolidated Statements of Cash Flows for the fiscal years ended
              October 31, 1997, 1996 and 1995.

              Consolidated Statements of Shareholders' Equity for the fiscal
              years ended October 31, 1997, 1996 and 1995.

              Notes to Consolidated Financial Statements. Independent Auditors'
              Report.



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<PAGE>   11



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 filed a report on Form 8-K on September 30, 1997, which is
incorporated herein by reference.

14(C) EXHIBITS

       See Item 14(a)(3) above.




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<PAGE>   12



                                   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 26, 1998                  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 26, 1998
-------------------------------    Executive Officer
Richard A. Smith                                  


PRINCIPAL FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER


/s/ G. Gail Edwards                Vice President, Chief     January 26, 1998
-------------------------------    Financial Officer and
G. Gail Edwards                    Treasurer
                                                  


DIRECTORS:


/s/ William L. Brown                                         January 26, 1998
-------------------------------
William L. Brown


/s/ Peter C. Read                                            January 26, 1998
-------------------------------
Peter C. Read


/s/ Richard A. Smith                                         January 26, 1998
-------------------------------
Richard A. Smith


/s/ Leonard A. Schlesinger                                   January 26, 1998
-------------------------------
Leonard A. Schlesinger


/s/ Francis E. Sutherby                                      January 26, 1998
-------------------------------
Francis E. Sutherby


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<PAGE>   13


                                  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.




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<PAGE>   14




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."

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 .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 Fond
          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.



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<PAGE>   15




10.21*    GC Companies, Inc. Deferred Compensation Plan for Non-Employee
          Directors, Effective May 1, 1997.

10.22*    First Amendment to GCC Investments, Inc. Incentive Pool Plan

 11.1     Statement regarding computation of per share earnings.

 13.1     1997 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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