<PAGE>
FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
/ X / ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1993
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OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
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Commission file number 1-2999
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A. Full title of the plan and address of the plan, if
different from that of the issuer named below:
CHRIS-CRAFT INDUSTRIES, INC.
EMPLOYEES' STOCK PURCHASE PLAN
B. Name of issuer of the securities held pursuant to the
plan and address of its principal executive office:
CHRIS-CRAFT INDUSTRIES, INC.
767 FIFTH AVENUE
NEW YORK, NEW YORK 10022
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CHRIS-CRAFT INDUSTRIES, INC.
---------------------------
EMPLOYEES' STOCK PURCHASE PLAN
------------------------------
(a) Financial Statements and Schedule
The financial statements listed on the accompanying index to
financial statements and schedule included herein are filed as
part of this report.
(b) Consent: Price Waterhouse - Exhibit I
SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the Plan)
have duly caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.
CHRIS-CRAFT INDUSTRIES, INC.
EMPLOYEES' STOCK PURCHASE PLAN
By: ________________________
Joelen K. Merkel
Vice President and Treasurer
Chris-Craft Industries, Inc.
Date: June 21, 1994
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Report of Independent Accountants
---------------------------------
April 27, 1994
To the Plan Committee of
Chris-Craft Industries, Inc.
Employees' Stock Purchase Plan
In our opinion, the accompanying statements of net assets
available for plan benefits, and the related statements of
changes in net assets available for plan benefits present fairly,
in all material respects, the financial status of Chris-Craft
Industries, Inc. Employees' Stock Purchase Plan (the "Plan") at
December 31, 1993 and 1992, and the changes in its financial
status for each of the three years in the period ended December
31, 1993, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of
the Plan Committee; our responsibility is to express an opinion
on these financial statements based on our audits. We conducted
our audits in accordance with generally accepted auditing
standards which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the
opinion expressed above.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The additional
information included in the attached schedule is presented for
purposes of additional analysis and is not a required part of the
basic financial statements but is additional information required
by ERISA. Such information has been subjected to the auditing
procedures applied in the audit of the basic financial statements
and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
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<TABLE>
CHRIS-CRAFT INDUSTRIES, INC.
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EMPLOYEES' STOCK PURCHASE PLAN
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STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
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<CAPTION>
December 31,
-----------------------
1993 1992
----------- -----------
<S> <C> <C>
ASSETS
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INVESTMENTS IN CHRIS-CRAFT INDUSTRIES, INC.,
at market:
$1.40 convertible preferred stock; 246
shares (cost $2,509) in 1993 and 247
shares (cost $2,518) in 1992 $ 263,210 $ 228,559
Class B common stock; 364,323 shares
(cost $1,040,411) in 1993, 401,297 shares
(cost $1,180,514) in 1992 13,343,330 13,092,315
Common stock; 469,804 shares
(cost $8,119,381) in 1993, 465,405 shares
(cost $7,265,606) in 1992 17,206,572 15,183,838
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30,813,112 28,504,712
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CASH AND CASH EQUIVALENTS 150,056 154,502
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CONTRIBUTIONS RECEIVABLE:
Participants 29,824 15,894
Employer 29,824 15,894
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59,648 31,788
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LIABILITIES
-----------
DUE TO BROKERS 182,358 186,214
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NET ASSETS AVAILABLE FOR PLAN BENEFITS $30,840,458 $28,504,788
=========== ===========
<FN>
The accompanying notes to financial statements are
an integral part of these statements.
</TABLE>
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<TABLE>
CHRIS-CRAFT INDUSTRIES, INC.
----------------------------
EMPLOYEES' STOCK PURCHASE PLAN
------------------------------
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------------------
<CAPTION>
Year Ended December 31,
----------------------------------------
1993 1992 1991
----------- ----------- -----------
<S> <C> <C> <C>
ADDITIONS:
Contributions -
Participant $ 915,895 $ 860,471 $ 804,057
Employer 915,895 860,471 804,057
----------- ----------- -----------
1,831,790 1,720,942 1,608,114
Net unrealized appreciation in
market value of investments 3,291,305 6,177,937 244,005
Dividend and interest income 812,928 429,486 515,783
----------- ----------- -----------
5,936,023 8,328,365 2,367,902
DEDUCTIONS:
Distributions to participants
upon termination or withdrawal (3,600,353) (1,343,777) (2,269,104)
Excess contributions returned to
plan participants - - (58,708)
----------- ----------- -----------
INCREASE IN PLAN EQUITY 2,335,670 6,984,588 40,090
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, BEGINNING OF YEAR 28,504,788 21,520,200 21,480,110
----------- ----------- -----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, END OF YEAR $30,840,458 $28,504,788 $21,520,200
=========== =========== ===========
<FN>
The accompanying notes to financial statements are
an integral part of these statements.
</TABLE>
<PAGE>
CHRIS-CRAFT INDUSTRIES, INC.
----------------------------
EMPLOYEES' STOCK PURCHASE PLAN
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NOTES TO FINANCIAL STATEMENTS
-----------------------------
(1) UNREALIZED APPRECIATION OF INVESTMENTS:
Chris-Craft Industries, Inc. (the Company) Employees' Stock Purchase Plan (the
Plan) carries its investment in Chris-Craft common shares at market value.
Chris-Craft Class B common shares, for which there is no trading market, and
Chris-Craft $1.40 convertible preferred shares, which are traded infrequently,
are carried at the market value of their respective underlying common shares.
Unrealized appreciation represents the excess of such market value over the
aggregate cost of the investments, and is summarized as follows:
Year Ended December 31,
-------------------------------------
1993 1992 1991
----------- ----------- -----------
Unrealized appreciation,
beginning of year $20,056,074 $14,262,961 $15,139,774
Adjustments to reflect
investments at
market value 3,291,305 6,177,937 244,005
Stock dividends 811,328 427,558 512,910
Unrealized appreciation on
investments distributed
to participants (2,507,895) (812,382) (1,633,728)
----------- ----------- -----------
Unrealized appreciation,
end of year $21,650,812 $20,056,074 $14,262,961
=========== =========== ===========
Based on April 26, 1994 market values, the unrealized appreciation of Chris-
Craft shares held by the Plan on December 31, 1993 was $20,517,106.
(2) INVESTMENT PROGRAM, CONTRIBUTIONS AND DISTRIBUTIONS:
Under the provisions of the Plan, the employees of Chris-Craft and its
subsidiaries who are participants in the Plan are required to contribute
monthly, at their election, 2%, 4% or 6% of their compensation, as defined,
toward the purchase of Chris-Craft common stock or $1.40 convertible preferred
stock. The Company is required to contribute monthly 25% of the participants'
aggregate contributions and may contribute an additional discretionary amount,
so long as the Company's aggregate contribution is not greater than 100% of
the participants' aggregate contributions for the year. The Company matched
100% of participants' aggregate contributions for the years ended December 31,
1993, 1992 and 1991.
The Plan provides for administration by a committee of at least three
individuals appointed by the Chris-Craft Board of Directors, with the funds
and securities being held in trust by CoreStates Bank, N.A., as Trustee.
Company contributions may be made in cash or stock. Cash contributions of both
participants and the Company are invested in Chris-Craft common stock;
investment of cash in $1.40 convertible preferred stock also is authorized.
The number of employees participating in the Plan as of December 31, 1993, and
the combined total of contributions of the Company and participants are as
follows:
Number of
Participants Contributions
at Year Ended December 31,
December 31, ----------------------------------
Division 1993 1993 1992 1991
- - - -------- ------------ ---------- ---------- ----------
Corporate 18 $ 207,654 $ 221,266 $ 193,660
Television 247 1,400,778 1,317,360 1,229,288
Industrial 53 223,358 182,316 185,166
--- ---------- ---------- ----------
318 $1,831,790 $1,720,942 $1,608,114
=== ========== ========== ==========
The shares credited to the account of each participating employee for Company
contributions are determined generally on the basis of the employee's
proportionate share of total employee contributions. Shares may be
distributed upon retirement, death or disability, and provision is also made
for distribution in the event of termination of employment or withdrawal from
the Plan. Forfeiture of varying portions of the stock attributable to the
Company's contributions results from termination of employment or withdrawal
from the Plan within five years after the employee becomes a participant.
Funds forfeited by participants who leave the Plan are generally reallocated
to the accounts of the remaining participants in the Plan on the last day of
the Plan year in which expiration of a one year period of severance from the
date of termination occurs.
(3) INVESTMENTS IN CHRIS-CRAFT INDUSTRIES, INC.:
Each share of $1.40 convertible preferred stock is redeemable by Chris-Craft
at $40.00 and is convertible into common stock or Class B common stock as set
forth below. Each share of Class B common stock entitles the holder to ten
votes (common stock entitles the holder to one vote per share), is convertible
at all times into common stock on a share-for-share basis, is not transferable
except to specified persons ("Permitted Transferees") and in general carries
the same per share dividend and liquidation rights as a share of common stock,
except that Chris-Craft's Board of Directors may at its discretion declare
greater cash dividends per share on the common stock than on the Class B
common stock. No additional Class B shares may be issued without further
shareholder approval, except upon the conversion of $1.40 convertible
preferred shares by holders of record on November 10, 1986 (the record date
for the initial distribution of Class B common stock) or Permitted
Transferees, or in payment of stock dividends or stock splits on outstanding
shares of Class B common stock.
So long as any Class B common stock is outstanding, each share of $1.40
convertible preferred stock will entitle the holder, if he was the holder on
November 10, 1986, to convert such share of $1.40 convertible preferred stock
into 9.73794 shares of common stock and 19.47587 shares of Class B common
stock and to 203.7 votes (10.03008, 20.06014 and 210.0, respectively, as
adjusted for the 1994 stock dividend described below). The foregoing special
conversion and voting rights will be available to holders of $1.40 convertible
preferred stock transferred after November 10, 1986 only under the same
circumstances as those in which the Class B common stock is transferable.
Each share of $1.40 convertible preferred stock transferred after November 10,
1986 entitles its holder (other than a Permitted Transferee) to convert such
share into 29.21381 shares of common stock and to 29.2 votes (30.09022 and
30.1, respectively, as adjusted for the 1994 stock dividend described below).
On January 27, 1994, Chris-Craft's Board of Directors declared a 3% common
stock dividend payable in April 1994, which will increase by 3% Chris-Craft's
common and Class B common shares outstanding and which will also increase by
3% the number of common shares issuable upon conversion of Chris-Craft's $1.40
convertible preferred stock. Applicable conversion rates will be adjusted
accordingly.
Dividends received consist of the stated cash dividend on the preferred shares
and common stock dividends of 3%, 2% and 2%, aggregating $811,328, $427,904
and $513,256 for the years ended December 31, 1993, 1992 and 1991,
respectively. The stock dividends were valued using the closing price of
Chris-Craft stock on the record date.
(4) DISTRIBUTIONS TO PARTICIPANTS FOR TERMINATIONS AND WITHDRAWALS:
Distributions are made to participants, or their designated beneficiaries, in
the event of death, termination of employment or withdrawal from the Plan, in
whole shares of stock, with fractional shares of stock payable in cash.
A participant (or the beneficiary in the case of death) will be entitled to a
distribution of 100 percent of his or her account upon termination of
employment by normal retirement, permanent disability or death. A participant
who otherwise terminates and has five or more years of service while a
participant of the Plan will receive 100 percent of his or her account. Any
participant who otherwise terminates, having less than five years of
participation in the Plan, will receive 100 percent of that part of the
participant's own account attributable to the participant's own contributions
and a percentage of the shares attributable to the Company's contributions, as
follows:
Percentage
Attributable to the
Years of Participation Company's Contributions
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Less than 2 20
2 but less than 3 40
3 but less than 4 60
4 but less than 5 80
5 or more 100
The dollar amount of distributions, which are computed using market values of
Chris-Craft shares at dates such shares are ordered to be transferred into the
names of terminated participants, are as follows:
Year Ended December 31,
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1993 1992 1991
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Balances in participants'
accounts upon termination
or withdrawal $3,726,075 $1,429,856 $2,318,604
Less - Nonvested amounts
not distributed (125,722) (86,079) (49,500)
---------- ---------- ----------
Distributions to participants
upon termination or
withdrawal $3,600,353 $1,343,777 $2,269,104
========== ========== ==========
(5) FEDERAL TAXES APPLICABLE TO THE PLAN:
All income other than unrelated business income or debt financed income
realized by a trust fund established under a qualified plan is exempt from
federal income taxes. The Internal Revenue Service has determined, most
recently by letter dated April 14, 1994, that the Plan is qualified under
Section 401 of the Internal Revenue Code (the Code) and the related trust
income is exempt from taxation under Section 501(a) of the Code.
(6) EXPENSES OF THE PLAN:
Participants' accounts are charged for brokerage fees and transfer taxes
incurred by the Trustee in connection with the purchase of Chris-Craft shares.
The Plan provides that other expenses incurred in connection with its
administration may also be charged to participants' accounts, but such
expenses have been paid by the Company for each year presented.
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<TABLE>
CHRIS-CRAFT INDUSTRIES, INC.
EMPLOYEES' STOCK PURCHASE PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS (1)(2)
FOR THE YEAR ENDED DECEMBER 31, 1993
<CAPTION>
Current
Value
of Asset at
Purchase Selling Cost of Transaction
Description of Asset Price Price Asset Date Net Gain
- - - -------------------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
CoreStates Liquidity Fund (3) --
Purchases, 1,605,611 units in
51 transactions $1,605,611 $ - $ - $1,605,611 $ -
Sales, 1,602,977 units in
28 transactions - 1,602,977 1,602,977 1,602,977 -
Chris-Craft Industries, Inc.
common stock, --
Purchases, 50,422 shares in
38 transactions 1,803,376 - - 1,803,376 -
<FN>
Notes:
(1) Transactions included herein represent transactions or a series of transactions in securities of the
same issue or with respect to the same issuer in excess of 5% of the quoted market value of Plan assets
at the beginning of the year.
(2) This schedule incorporates all disclosures required by the Department of Labor for assets purchased
and sold during the year.
(3) This fund is included in cash and cash equivalents in the accompanying Statement of Net Assets
available for Plan Benefits.
</TABLE>
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Exhibit I
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-35354) of Chris-Craft Industries, Inc.
Employees' Stock Purchase Plan of our report dated April 27, 1994, appearing
on page 4 of this Form 11-K.
New York, NY
June 21, 1994
