<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(MARK ONE)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1994
-----------------------------------
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 1-2999
------------------------------
CHRIS-CRAFT INDUSTRIES, INC.
----------------------------
(Exact name of Registrant as specified in its charter)
Delaware 94-1461226
- ------------------------------- -------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
767 Fifth Avenue, New York, New York 10153
- ------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 421-0200
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
------- -------
As of July 31, 1994 there were 20,920,956 shares of the issuer's
Common Stock outstanding and 7,735,418 shares of the issuer's Class B
Common Stock outstanding.
<PAGE>
<TABLE>
PART I -- FINANCIAL INFORMATION
CHRIS-CRAFT INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of dollars)
-------------------------------------
<CAPTION>
June 30, December 31,
1994 1993
------------ ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
- ------
CURRENT ASSETS:
Cash and cash equivalents $ 182,324 $ 40,497
Marketable (substantially all U.S.
Government) securities 1,304,641 1,495,610
Accounts receivable, net 93,957 89,869
Film contract and prepaid broadcast rights 75,616 98,882
Prepaid expenses and other current assets 77,025 65,913
----------- -----------
Total current assets 1,733,563 1,790,771
----------- -----------
FILM CONTRACT AND PREPAID BROADCAST RIGHTS,
less current portion 75,920 87,197
----------- -----------
PROPERTY, PLANT AND EQUIPMENT, net 53,691 54,461
----------- -----------
INTANGIBLE ASSETS 333,357 333,925
----------- -----------
OTHER ASSETS 14,642 16,824
----------- -----------
$ 2,211,173 $ 2,283,178
=========== ===========
<PAGE>
<PAGE>
LIABILITIES AND SHAREHOLDERS' INVESTMENT
- ----------------------------------------
CURRENT LIABILITIES:
Film contracts payable within one year $ 83,161 $ 112,798
Accounts payable and other liabilities 85,617 107,338
Income taxes payable 83,506 74,764
----------- -----------
Total current liabilities 252,284 294,900
----------- -----------
FILM CONTRACTS PAYABLE AFTER ONE YEAR 80,528 95,699
----------- -----------
OTHER LIABILITIES 19,049 18,737
----------- -----------
MINORITY INTEREST 580,910 615,615
----------- -----------
SHAREHOLDERS' INVESTMENT:
Prior preferred stock - $1.00 dividend; currently
authorized 73,399 shares; outstanding 73,399 shares 1,578 1,578
Convertible preferred stock - $1.40 dividend;
currently authorized 287,260 shares;
outstanding 284,113 and 297,946 shares 4,972 5,214
Class B common stock - par value $.50 per share;
authorized 50,000,000 shares; outstanding
7,738,368 and 7,379,866 shares 3,869 3,690
Common stock - par value $.50 per share; authorized
100,000,000 shares; outstanding 21,090,822 and
19,911,536 shares 11,336 10,747
Capital surplus 311,570 275,443
Retained earnings 959,906 961,555
Treasury stock, at cost (5,893) -
Reduction to reflect marketable
securities at fair value (8,936) -
----------- -----------
1,278,402 1,258,227
----------- -----------
$ 2,211,173 $ 2,283,178
=========== ===========
<FN>
The accompanying notes to condensed consolidated financial statements
are an integral part of these statements.
</TABLE>
<PAGE>
<TABLE>
CHRIS-CRAFT INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands of dollars except per share data)
(UNAUDITED)
-----------------------------------------------
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
---------------------- ----------------------
1994 1993 1994 1993
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
OPERATING REVENUES $ 126,130 $ 120,277 $ 227,905 $ 216,562
---------- ---------- ---------- ----------
OPERATING EXPENSES:
Expenses directly associated with revenues 63,563 68,667 119,951 129,474
Selling, general and administrative 28,919 29,250 56,927 58,014
---------- ---------- ---------- ----------
92,482 97,917 176,878 187,488
---------- ---------- ---------- ----------
Operating income 33,648 22,360 51,027 29,074
---------- ---------- ---------- ----------
OTHER INCOME:
Interest and other income, net 15,403 10,134 29,302 16,103
Income associated with Time Warner Inc. securities - 132,986 - 241,399
---------- ---------- ---------- ----------
15,403 143,120 29,302 257,502
---------- ---------- ---------- ----------
Income before income taxes
and minority interest 49,051 165,480 80,329 286,576
INCOME TAX PROVISION 21,000 68,200 34,300 110,500
---------- ---------- ---------- ----------
Income before minority interest 28,051 97,280 46,029 176,076
MINORITY INTEREST (10,929) (34,806) (17,731) (64,101)
---------- ---------- ---------- ----------
Net income $ 17,122 $ 62,474 $ 28,298 $ 111,975
========== ========== ========== ==========
Net income per share:
Primary $ .59 $ 2.22 $ .98 $ 3.98
========== ========== ========== ==========
Fully diluted $ .46 $ 1.68 $ .75 $ 3.00
========== ========== ========== ==========
3% STOCK 3% STOCK
DIVIDENDS PER COMMON SHARE NONE NONE DIVIDEND DIVIDEND
========== ========== ========== ==========
<FN>
The accompanying notes to condensed consolidated financial statements
are an integral part of these statements.
</TABLE>
<PAGE>
<TABLE>
CHRIS-CRAFT INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of dollars)
(UNAUDITED)
-----------------------------------------------
<CAPTION>
Six Months
Ended June 30,
----------------------
1994 1993
---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 28,298 $ 111,975
Adjustments to reconcile net income to net cash
provided from (used in) operating activities:
Film contract payments (66,453) (71,903)
Film contract amortization 48,249 50,058
Depreciation and other amortization 10,472 10,469
Loss (gain) on disposition of marketable securities 602 (215,061)
Minority interest 17,731 64,101
Other (1,020) 2,909
Changes in assets and liabilities:
Accounts receivable (4,088) (8,127)
Other assets (2,897) (7,903)
Accounts payable and other liabilities 1,616 10,892
Income taxes 13,866 45,596
---------- ----------
Net cash provided from (used in) operating activities 46,376 (6,994)
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Dispositions (purchases) of marketable securities, net 158,875 (39,315)
Capital expenditures, net (5,589) (3,290)
Other (178) (3,196)
---------- ----------
Net cash provided from (used in) investing activities 153,108 (45,801)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Capital transactions of subsidiaries (59,197) (21,396)
Purchase of treasury stock (5,855) (7,989)
Proceeds from option exercises 7,633 1,895
Repayment of long term debt - (15,625)
BHC dividend to public shareholders - (15,893)
Other (238) (248)
---------- ----------
Net cash used in financing activities (57,657) (59,256)
---------- ----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 141,827 (112,051)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 40,497 177,013
---------- ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 182,324 $ 64,962
========== ==========
<FN>
The accompanying notes to condensed consolidated financial statements
are an integral part of these statements.
</TABLE>
<PAGE>
CHRIS-CRAFT INDUSTRIES, INC.
----------------------------
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
1. PRINCIPLES OF CONSOLIDATION:
The accompanying condensed consolidated financial statements
include the accounts of Chris-Craft Industries, Inc. and its
subsidiaries, including Chris-Craft's majority owned (72% at June 30,
1994) television broadcasting subsidiary, BHC Communications, Inc.,
and BHC's majority owned (55% at June 30, 1994) subsidiary, United
Television, Inc. (UTV). The pro rata interests of BHC and UTV
minority shareholders in the net income of the respective companies
are reflected in minority interest in the accompanying condensed
consolidated statements of income. The minority shareholders'
interests in the net assets of BHC and UTV are reflected as minority
interest in the accompanying condensed consolidated balance sheets.
Intercompany accounts and transactions have been eliminated.
The financial information included herein has been prepared by
Chris-Craft, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations.
However, Chris-Craft believes that the disclosures herein are adequate
to make the information presented not misleading. It is suggested
that these condensed financial statements be read in conjunction with
the financial statements and the notes thereto included in
Chris-Craft's latest annual report on Form 10-K. The information
furnished reflects all adjustments (consisting only of normal
recurring adjustments) which are, in the opinion of management,
necessary to a fair statement of the results for the interim periods.
Certain amounts for 1993 have been reclassified to conform to 1994
presentation. The results for these interim periods are not
necessarily indicative of results to be expected for the full year,
due to seasonal factors, among others.
2. NEW ACCOUNTING STANDARD:
Effective January 1, 1994, Chris-Craft adopted Statement of
Financial Accounting Standards (SFAS) No. 115, "Accounting for Certain
Investments in Debt and Equity Securities." In accordance with SFAS
No. 115, prior period financial statements have not been restated to
reflect the change in accounting principle. Chris-Craft classifies
its marketable securities as available-for-sale.
At June 30, 1994, Chris-Craft's marketable securities, which
consisted substantially of U.S. Government securities, had a carrying
value of $1,328,861,000 and a fair value of $1,304,641,000. The
difference of $24,220,000 ($8,936,000 net of income taxes and minority
interest) is reflected as a reduction of shareholders' investment in
the accompanying condensed consolidated balance sheet. Of the
investments in U.S. Government securities, 56% mature within one year,
77% within two years and all within five years.
3. SHAREHOLDERS' INVESTMENT:
Chris-Craft paid 3% stock dividends on its common and Class B
common stock in the respective shares of such classes on April 4,
1994. During the six months ended June 30, 1994, 63,313 shares of
Class B common stock were converted into 63,313 shares of common
stock, and 13,833 shares of $1.40 convertible preferred stock were
converted into 211,619 shares of common stock and 195,244 shares of
Class B common stock. In addition, 381,492 shares of common stock,
including 85,556 shares held in treasury, were issued upon exercise of
stock options, and 85,556 shares of common stock were received in
partial payment of option exercises. During the six month period,
169,000 shares of common stock were purchased by Chris-Craft, all of
which were held in treasury at June 30, 1994. As of June 30, 1994,
599,502 shares of common stock and 12,899 shares of $1.00 prior
preferred stock remained authorized for purchase.
As of June 30, 1994, shares of Chris-Craft's authorized but
unissued common stock were reserved for issuance as follows:
Shares
----------
Conversion of Class B common stock 7,738,368
Conversion of $1.40 convertible
preferred stock 8,549,022*
Stock options (including options
outstanding for 1,680,547 shares) 4,071,765
Stock purchase plan 20,000
----------
20,379,155
==========
*Including Class B common shares.
4. COMMITMENTS AND CONTINGENCIES:
Commitments of BHC's television stations for film contracts
entered into but not available for broadcasting at June 30, 1994
aggregated approximately $140.2 million, including $39.9 million
applicable to UTV.
From July 1994 through January 1997, which includes both the
pre-launch period and the first two years of operations of the United
Paramount Television Network, BHC expects to make minimum expenditures
on behalf of the Network of at least $150 million. Since exact
expenditures cannot be projected and Network revenues may not be
significant during this period, actual funding requirements may exceed
this expected level. Upon any exercise of the PCI option (see Item
5), BHC will recoup approximately one-half of its Network funding
expenditures to that date (plus interest), and future expenditures
will be shared equally with PCI.
As set forth in Note 10 of Notes to Consolidated Financial
Statements in Chris-Craft's 1993 Annual Report, Chris-Craft has been
named as a defendant in certain actions seeking recovery for
environmental damage allegedly related to the activities (discontinued
since 1983) of 50% owned Montrose Chemical Corporation of California.
Chris-Craft is unable to determine the amount of its liability, if
any, relating to Montrose matters or whether any such liability would
have a material effect on Chris-Craft's future financial position or
results of operations.
<PAGE>
5. INCOME PER SHARE:
Computations of income per share, all of which give retroactive
effect to the April 1994 3% stock dividend, are as follows (in
thousands of dollars except per share amounts):
<TABLE>
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
-------------------------- --------------------------
1994 1993 1994 1993
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
PRIMARY:
--------
Average outstanding common
and Class B common shares 28,693,308 27,691,003 28,504,646 27,686,161
Assumed exercise of stock options 185,682 367,948 226,672 393,487
------------ ------------ ------------ ------------
Total shares used in computation 28,878,990 28,058,951 28,731,318 28,079,648
============ ============ ============ ============
Net income $ 17,122 $ 62,474 $ 28,298 $ 111,975
Preferred stock dividend requirements (118) (124) (237) (248)
------------ ------------ ------------ ------------
$ 17,004 $ 62,350 $ 28,061 $ 111,727
============ ============ ============ ============
Primary income per share $ .59 $ 2.22 $ .98 $ 3.98
============ ============ ============ ============
FULLY DILUTED:
--------------
Average outstanding common
and Class B common shares 28,693,308 27,691,003 28,504,646 27,686,161
Assumed conversion of
$1.40 preferred stock 8,556,575 9,079,545 8,702,964 9,108,611
Assumed exercise of stock options 223,688 469,464 247,581 485,468
------------ ------------ ------------ ------------
Total shares used in computation 37,473,571 37,240,012 37,455,191 37,280,240
============ ============ ============ ============
Net income $ 17,122 $ 62,474 $ 28,298 $ 111,975
Preferred stock dividend requirements (19) (18) (37) (37)
------------ ------------ ------------ ------------
$ 17,103 $ 62,456 $ 28,261 $ 111,938
============ ============ ============ ============
Fully diluted income per share $ .46 $ 1.68 $ .75 $ 3.00
============ ============ ============ ============
</TABLE>
<PAGE>
CHRIS-CRAFT INDUSTRIES, INC.
----------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS
------------------------------------
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
------------------------------------------------
Liquidity and Capital Resources
- -------------------------------
Chris-Craft's core operating cash flow is generated primarily by the
Television Division's broadcasting business. Television broadcasting
cash flow generally parallels the earnings of Chris-Craft's television
stations, adjusted to reflect (i) the difference between film contract
payments and related film contract amortization and (ii) the effect of
significant prepayments for other broadcast rights. The relationship
between film contract payments and related amortization may vary
greatly between periods (payments exceeded amortization by $18.2
million and $21.8 million, respectively, in the 1994 and 1993 six
month periods), and is dependent upon the mix of programs aired and
payment terms of the stations' contracts. Station earnings rose
strongly in the first six months of 1994, and station cash flow
accordingly increased 91%.
Chris-Craft's cash flow additionally reflects earnings associated with
its cash and marketable securities, most of which are held by its
majority owned broadcasting subsidiary, BHC Communications, Inc.
Prior to their disposition in 1993, substantial dividend income was
realized on BHC's large holdings of Time Warner Inc. convertible
preferred shares. Proceeds from the Time Warner dispositions were
placed mostly in money market instruments, primarily U.S. Government
obligations, having significantly lower yields than the securities
disposed.
Total cash and marketable securities declined slightly to $1.49
billion at June 30, 1994 from $1.54 billion at December 31, 1993,
despite operating cash flow in the six month period of $46.4 million.
Such decline primarily reflects BHC treasury stock purchases totalling
$57.2 million, and a $8.9 million reduction in the carrying value of
marketable securities to reflect their fair value.
BHC generates most of Chris-Craft's consolidated cash flow. Parent
company obligations consist solely of corporate office expenditures,
current and accrued. Parent company cash balances were augmented in
January 1993 upon the receipt of $36 million in dividends from BHC,
which paid a one-time special cash dividend of $2.00 per share. This
is the only dividend paid by BHC since it became a public company in
January 1990, and BHC has no current plan to pay future cash
dividends. Chris-Craft parent company cash balances are substantially
in excess of normal operating requirements, and Chris-Craft expects
that the present BHC dividend policy will not affect Chris-Craft's
ability to meet parent company current obligations.
Since April 1990, BHC's Board of Directors has authorized the purchase
of up to 5,500,000 Class A common shares. Through June 30, 1994,
4,319,577 shares have been purchased for a total cost of $249.4
million, including $49.9 million applicable to shares purchased in the
first six months of 1994.
Chris-Craft intends to expand its operations in the media,
entertainment and communications industries and to explore business
opportunities in other industries. Chris-Craft currently has no
outstanding debt, and believes it is capable of raising significant
additional capital to augment its already substantial cash balances,
if desired, to fund such additional expansion.
As reported in Item 5, a subsidiary of BHC has entered into a
definitive agreement with a subsidiary of Paramount Communications,
Inc. ("PCI") to establish the United Paramount Television Network (the
"Network"). The Network, which had been originally announced in
October 1993, is scheduled to premiere its initial four hours of prime
time programming in January 1995. BHC will provide funding for the
Network until the PCI subsidiary exercises its option to acquire an
equity interest in the Network equal to that held by BHC. PCI's
option is exercisable at any time prior to its expiration on January
16, 1997. From July 1994 through January 1997, which includes both
the pre-launch period and the first two years of Network operations,
BHC expects to make minimum expenditures on behalf of the Network of
at least $150 million. Since exact expenditures cannot be projected
and Network revenues may not be significant during this period, actual
funding requirements may exceed this expected level. Upon any
exercise of the PCI option, BHC will recoup approximately one-half of
its Network funding expenditures to that date (plus interest), and
future expenditures will be shared equally with PCI. The expected net
losses of the BHC subsidiary operating the Network will be fully
reflected in BHC's net income.
Chris-Craft's television stations make commitments for programming
that will not be available for telecasting until future dates. At
June 30, 1994, commitments for such programming totalled approximately
$140.2 million, including $39.9 million applicable to UTV. Chris-
Craft capital expenditures generally have not been material in
relation to its financial position, and the related commitments at
June 30, 1994 (including any related to the Network) were not
material. Chris-Craft expects that its expenditures for the Network,
future film contract commitments and capital expenditure requirements
for its present business will be satisfied primarily from operations
or from current marketable securities or cash balances.
As set forth in Note 4, Chris-Craft has been named as a defendant in
certain actions seeking recovery for environmental damage allegedly
related to the activities (discontinued since 1983) of 50% owned
Montrose Chemical Corporation of California. Chris-Craft is unable to
determine the amount of its liability, if any, relating to Montrose
matters or whether any such liability would have a material effect on
Chris-Craft's future financial condition or results of operations.
Results of Operations
- ---------------------
Chris-Craft 1994 second quarter operating revenues and operating
income were the highest of any quarter in its history. Second quarter
net income totalled $17,122,000, or $.59 per share, 147% greater than
last year's income of $6,936,000, or $.24 per share, excluding after
tax income associated with the Time Warner securities formerly held by
BHC. The increase reflects record earnings at Chris-Craft's core
Television Broadcasting Division as well as higher interest income.
Including Time Warner income, net income in last year's second quarter
totalled $62,474,000, or $2.22 per share.
Net income for the first six months of 1994 was $28,298,000, or $.98
per share, almost three times last year's income of $9,836,000, or
$.34 per share, excluding Time Warner income. The increase again
reflects record Television Division earnings and higher interest
income. Net income in last year's corresponding period, including
Time Warner income, totalled $111,975,000, or $3.98 per share.
Operating income and operating revenues for the second quarter and six
month periods ended June 30, 1994 and 1993 are as follows (in
thousands):
Operating Revenues Operating Income
------------------ ------------------
1994 1993 1994 1993
-------- -------- -------- --------
Second Quarter
Television Division $119,832 $113,199 $ 36,790 $ 26,428
Industrial Division 6,298 7,078 430 315
Corporate and other - - (3,572) (4,383)
-------- -------- -------- --------
$126,130 $120,277 $ 33,648 $ 22,360
======== ======== ======== ========
Six Months
Television Division $215,800 $202,780 $ 57,066 $ 36,614
Industrial Division 12,105 13,782 882 642
Corporate and other - - (6,921) (8,182)
-------- -------- -------- --------
$227,905 $216,562 $ 51,027 $ 29,074
======== ======== ======== ========
Television Division operating revenues rose a solid 6% in both the
second quarter and six month periods, reflecting a general
strengthening in demand for television advertising time. Programming
expenses declined 10% in the second quarter and 9% in the six month
period, and station earnings accordingly rose 40% and 51% in the
respective periods. After corporate level expenses of BHC and UTV,
Television Division operating income rose 39% in the second quarter,
to $36,790,000 from last year's $26,428,000, and rose 56% in the six
month period, to $57,066,000 from $36,614,000.
Industrial Division earnings rose modestly in both the second quarter
and six month periods. After Chris-Craft corporate office expenses,
consolidated operating income rose 50% in the second quarter, to
$33,648,000 from $22,360,000, and 76% in the six months, to
$51,027,000 from $29,074,000.
Interest and other income increased to $15,403,000 from $10,134,000 in
the second quarter, and to $29,302,000 from $16,103,000 in the six
month period, primarily reflecting the placement of BHC's Time Warner
proceeds in money market instruments.
Income associated with BHC's Time Warner securities reflects related
dividend and interest income, as well as gains on disposition of
$121,320,000 and $215,061,000, respectively, in the 1993 second
quarter and six month periods.
<PAGE>
CHRIS-CRAFT INDUSTRIES, INC.
----------------------------
PART II. OTHER INFORMATION AND SIGNATURE
----------------------------------------
Item 4: Submission of Matters to a Vote of Security Holders.
---------------------------------------------------
The following matters were submitted to a vote of security
holders at the Registrant's annual meeting of stockholders which was
held on April 28, 1994.
The following were elected directors, each receiving the
numbers of votes set opposite his name:
Broker
For Withheld Non-votes
--- -------- ---------
Howard Arvey 116,668,902 7,207 -0-
Lawrence R. Barnett 116,622,809 11,385 -0-
James J. Rochlis 116,624,297 9,897 -0-
John C. Siegel 116,629,425 5,934 -0-
Jeane J. Kirkpatrick 116,611,026 9,513 -0-
The 1994 Management Incentive Plan was approved and adopted
by the following vote:
Broker
For Against Abstain Non-votes
--- ------- ------- ---------
110,263,146 2,554,793 1,113,553 3,448,554
The 1994 Director Stock Option Plan was approved and adopted
by the following vote:
Broker
For Against Abstain Non-votes
--- ------- ------- ---------
110,351,668 2,480,275 1,099,548 3,448,554
<PAGE>
Performance based executive compensation was approved by the
following votes for:
(a) Chief executive officer:
Broker
For Against Abstain Non-votes
--- ------- ------- ---------
113,048,898 3,150,947 1,180,201 -0-
(b) Executive vice president:
Broker
For Against Abstain Non-votes
--- ------- ------- ---------
113,175,213 3,159,867 1,044,966 -0-
A stockholder's proposal relating to inclusion of women and
minorities on the Board of Directors was disapproved by the following
vote:
Broker
For Against Abstain Non-votes
--- ------- ------- ---------
7,980,120 104,548,279 1,403,093 3,448,554
At the meeting, the selection of Price Waterhouse as Chris-
Craft's auditors for the current year was ratified by the following
vote:
Broker
For Against Abstain Non-votes
--- ------- ------- ---------
115,461,223 1,356,410 562,413 -0-
<PAGE>
Item 5. Other Information.
------------------
United Paramount Television Network
-----------------------------------
On July 19, 1994 a subsidiary of BHC entered into a
definitive agreement with a subsidiary of Paramount Communications,
Inc. ("PCI") to formally establish the United Paramount Television
Network (the "Network"). The Network, which had been originally
announced in October 1993, is scheduled to premiere its initial four
hours of prime time programming in January 1995. The six independent
stations owned by BHC and United Television will be affiliates of the
Network. BHC will provide funding for the Network until the PCI
subsidiary exercises its option to acquire an equity interest in the
Network equal to that held by BHC. PCI's option is exercisable at any
time prior to its expiration on January 16, 1997. Upon any exercise
of the PCI option, BHC will recoup approximately one-half of its
Network funding expenditures to that date (plus interest), and future
expenditures will be shared equally with PCI.
Item 6. Exhibits and Reports on Form 8-K.
---------------------------------
(a) None
(b) No report on Form 8-K was filed during the quarter for
which this report is filed.
<PAGE>
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
CHRIS-CRAFT INDUSTRIES, INC.
----------------------------
(Registrant)
By: /s/ JOELEN K. MERKEL
----------------------------
Joelen K. Merkel
Vice President and Treasurer
(Principal Accounting Officer)
Date: August 15, 1994
