<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
Chris-Craft Industries, Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
[LETTERHEAD]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 27, 1995
To the Stockholders of
CHRIS-CRAFT INDUSTRIES, INC.:
The annual meeting of the stockholders of Chris-Craft Industries, Inc.
("Chris-Craft") will be held at the Minneapolis Hilton and Towers, 1001
Marquette Avenue, Minneapolis, Minnesota 55403 on April 27, 1995, at 9:00 A.M.,
for the purpose of considering and acting upon the following matters:
(1) Election of directors.
(2) A stockholders' proposal relating to inclusion of minorities on
the Board of Directors, if such proposal is brought before the meeting.
(3) Ratification of the selection of Price Waterhouse LLP ("Price
Waterhouse") as auditors of Chris-Craft for the year ending December 31,
1995.
(4) Such other business as may properly come before the meeting or any
adjournment thereof.
The Board of Directors has fixed the close of business on February 28, 1995
as the record date for the determination of stockholders entitled to notice of,
and to vote at, the meeting.
You are cordially invited to attend the meeting. Arrangements have been
made for interested stockholders to visit our Minneapolis/St. Paul television
station, KMSP, after the meeting. Whether or not you plan to attend the meeting,
you are urged promptly to complete, date and sign the enclosed proxy and to mail
it to Chris-Craft in the enclosed envelope, which requires no postage if mailed
in the United States. Return of your proxy does not deprive you of your right to
attend the meeting and to vote your shares in person.
Dated: New York, New York
March 24, 1995
By Order of the Board of Directors,
BRIAN C. KELLY, Secretary
<PAGE> 3
CHRIS-CRAFT INDUSTRIES, INC.
767 FIFTH AVENUE, NEW YORK, NEW YORK 10153
------------------------
PROXY STATEMENT
------------------------
This Proxy Statement is furnished in connection with the solicitation of
proxies by and on behalf of the Board of Directors of Chris-Craft for use at the
annual meeting of stockholders on April 27, 1995 and at any adjournment thereof.
March 24, 1995 is the approximate date on which this Proxy Statement and the
accompanying form of proxy are first being mailed to stockholders.
As of February 28, 1995, the record date for the meeting, Chris-Craft had
outstanding 20,897,522 shares of Common Stock, 7,531,802 shares of Class B
Common Stock, 282,270 shares of $1.40 Convertible Preferred Stock and 73,399
shares of Prior Preferred Stock, being the classes of stock entitled to vote at
the meeting. Each share of Common Stock entitles its holder to one vote, and
each share of Class B Common Stock entitles its holder to ten votes. Each share
of $1.40 Convertible Preferred Stock entitles its holder to 30.1 votes, or 210.0
votes if he was the holder of such share on November 10, 1986 (or is a
"Permitted Transferee," as defined in Chris-Craft's Restated Certificate of
Incorporation). Each share of Prior Preferred Stock entitles its holder to .3
vote, or 6.3 votes if he was the holder of such share on November 10, 1986 (or
is a Permitted Transferee). Notwithstanding the foregoing, if the holder of
record of a share of Class B Common Stock, $1.40 Convertible Preferred Stock or
Prior Preferred Stock is a broker or dealer in securities, a bank or voting
trustee or a nominee of any such, or if such share is otherwise held of record
by a nominee of the beneficial owner of such share, then such share of Class B
Common Stock entitles such record holder to one vote, such share of $1.40
Convertible Preferred Stock entitles such record holder to 30.1 votes, and such
share of Prior Preferred Stock entitles such record holder to .3 vote, except to
the extent that such record holder establishes to Chris-Craft's satisfaction,
pursuant to procedures set forth in Chris-Craft's Restated Certificate of
Incorporation, that such share has been held continuously since November 10,
1986 or its later issuance by a named beneficial owner (whose address must also
be specified). The proxy solicited by this Proxy Statement is revocable at any
time before it is voted.
The presence at the meeting in person or by proxy of stockholders entitled
to cast a majority of the votes at the meeting constitutes a quorum. The
election of directors is decided by a plurality of the votes cast. A majority of
the votes cast is required to approve each other matter to be acted on at the
meeting. Abstentions and broker non-votes have no effect on the proposals being
acted upon.
The proxies named in the enclosed form of proxy and their substitutes will
vote the shares represented by the enclosed form of proxy, if the proxy appears
to be valid on its face, and, where a choice is specified by means of the ballot
on the form of proxy, will vote in accordance with each specification so made.
<PAGE> 4
ELECTION OF DIRECTORS
NOMINEES OF THE BOARD OF DIRECTORS
The proxy will be voted as specified thereon and, in the absence of
contrary instruction, will be voted for the reelection of T. Chandler Hardwick,
III, David F. Linowes, Alvin R. Rozelle and Herbert J. Siegel as directors until
the third annual meeting following the April 27, 1995 meeting and until their
respective successors are elected and qualified. Information with respect to
each such nominee, as well as the eight present directors whose terms of office
expire at the first or second annual meeting following the April 27, 1995
meeting, is set forth below:
<TABLE>
<CAPTION>
HAS SERVED
OTHER POSITIONS WITH CHRIS-CRAFT, AGE, AS
PRINCIPAL OCCUPATION FEBRUARY 28, DIRECTOR
NAME AND CERTAIN OTHER DIRECTORSHIPS 1995 SINCE
------------------------------ ----------------------------------------- ------------ ----------
<S> <C> <C> <C>
NOMINEES FOR THREE-YEAR TERM
T. Chandler Hardwick, III..... Headmaster, Blair Academy, independent 42 1994
secondary school
David F. Linowes.............. Professor of Political Economy and Public 77 1958
Policy and Boeschenstein Professor
Emeritus, University of Illinois
Alvin R. Rozelle.............. Retired Commissioner, National Football 69 1968
League
Herbert J. Siegel............. Chairman of the Board and President, 66 1959
Chris-Craft; Chairman of the Board, BHC
Communications, Inc. ("BHC") and United
Television, Inc. ("UTV")(1)
INCUMBENT DIRECTORS -- TWO-YEAR REMAINING TERM
Howard Arvey.................. Of Counsel, Wildman, Harrold, Allen & 73 1975
Dixon, Chicago law firm
Lawrence R. Barnett........... Consultant; retired Executive Vice 81 1963
President, Chris-Craft; Director, UTV
James J. Rochlis.............. Consultant; retired Executive Vice 78 1958
President, Chris-Craft
John C. Siegel................ Senior Vice President, Chris-Craft; 42 1994
Director, BHC and UTV
INCUMBENT DIRECTORS -- ONE-YEAR REMAINING TERM
Jeane J. Kirkpatrick.......... Leavey Professor of Government, 68 1994
Georgetown University; Senior Fellow, the
American Enterprise Institute for
Public Policy Research
Norman Perlmutter............. Chairman of the Board and Chief Executive 61 1975
Officer, Heitman Financial Ltd., real
estate financial services; Director,
McArthur/Glen Realty Corp., United
Asset Management Corporation and UTV
Evan C Thompson............... Executive Vice President, Chris-Craft and 52 1982
President, Television Division;
Director, UTV
William D. Siegel............. Senior Vice President, Chris-Craft; 40 1994
Director, BHC
</TABLE>
---------------
(1) UTV is a majority owned subsidiary of BHC, which is a majority owned
subsidiary of Chris-Craft.
2
<PAGE> 5
The principal occupation of each of the directors for the past five years
is stated in the foregoing table, except that, until January 1, 1992, Mr. Arvey
was a partner of Arvey, Hodes, Costello & Burman, a Chicago law firm. In case a
nominee shall become unavailable for election, which is not expected, it is
intended that the proxy solicited hereby will be voted for whomever the present
Board of Directors shall designate to fill such vacancy.
Two Senior Vice Presidents and directors of Chris-Craft, John C. Siegel and
William D. Siegel, are sons of Herbert J. Siegel.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
Chris-Craft has established standing audit and compensation committees,
among others, to assist the Board of Directors in discharging its
responsibilities. Chris-Craft has no nominating committee.
The Audit Committee reviews Chris-Craft's internal controls, the
objectivity of its financial reporting and the scope and results of the auditing
engagement. It meets with appropriate Chris-Craft financial personnel and
independent accountants in connection with these reviews. The committee
recommends to the Board the appointment of the independent accountants, subject
to ratification by the stockholders at the annual meeting, to serve as auditors
for the following year in examining the corporate accounts. The independent
accountants periodically meet with the Audit Committee and have access to the
committee at any time. The committee held two meetings during 1994. Its members
are Messrs. Arvey and Linowes.
The Compensation Committee makes recommendations to the Board with respect
to the compensation of officers. It also determines and certifies whether
performance goals and other terms of agreements with certain executives are
satisfied. Its members are Messrs. Arvey, Linowes and Rozelle. The Committee
held three meetings during 1994. The Board Compensation Committee Report on
Executive Compensation appears on page 12.
Chris-Craft's Board of Directors held nine meetings during 1994. During
that period, Mr. Rozelle attended fewer than 75% of the aggregate number of
meetings held by the Board of Directors and the committee of the Board on which
he served.
VOTING SECURITIES OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The management of Chris-Craft has been informed that, as of February 28,
1995, the persons and groups identified in Table I below, including all
directors, nominees for director, executive officers and all owners known to
Chris-Craft of more than 5% of any class of Chris-Craft voting securities, owned
beneficially, within the meaning of Securities and Exchange Commission ("SEC")
Rule 13d-3, the securities of Chris-Craft reflected in such table. Except as
reflected in Tables II and III, as of February 28, 1995, each director or
executive officer of Chris-Craft disclaims beneficial ownership of securities of
any Chris-Craft subsidiary. Except as otherwise specified, the named beneficial
owner claims sole investment and voting power as to the securities reflected in
the tables.
3
<PAGE> 6
I. BENEFICIAL OWNERSHIP OF CHRIS-CRAFT STOCK
<TABLE>
<CAPTION>
$1.40 CONVERTIBLE CLASS B COMMON COMMON STOCK
PREFERRED STOCK(2)(3) STOCK(2)(3)(4) (3)(5)(6)
---------------------- ---------------------- -----------------------
NUMBER PERCENT NUMBER PERCENT NUMBER PERCENT
BENEFICIAL OWNER(1) OF SHARES OF CLASS OF SHARES OF CLASS OF SHARES OF CLASS
-------------------------- --------- -------- --------- -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Howard Arvey.............. 100 * 45,353 * 83,579 *
Lawrence R. Barnett(7).... 50,900 18.0% 1,969,658 23.0% 2,999,935 12.8%
T. Chandler Hardwick,
III..................... -- -- -- -- 10,285 *
Jeane J. Kirkpatrick...... -- -- -- -- 10,300 *
David F. Linowes.......... 7,567 2.7% 152,340 2.0% 248,247 1.2%
Joelen K. Merkel(8)....... -- -- 20,720 * 64,102 *
Norman Perlmutter......... -- -- 5,717 * 28,416 *
James J. Rochlis.......... 16,199 5.7% 991,538 12.6% 1,681,698 7.6%
Alvin R. Rozelle.......... -- -- 967 * 21,294 *
Herbert J. Siegel(9)...... 157,057 55.6% 4,679,547 43.8% 6,948,386 25.5%
John C. Siegel(10)........ 6,000 2.1% 396,390 5.2% 555,057 2.6%
William D. Siegel(10)..... 5,315 1.9% 339,890 4.5% 641,756 3.0%
Evan C Thompson(11)....... 130 * 652,682 8.7% 1,217,310 5.6%
All directors and
executive officers as a
group, including those
named above (14
persons)(12)............ 242,646 86.0% 8,063,228 65.0% 12,233,929 38.3%
The Equitable Companies
Incorporated(13)........ -- -- 1,188,092 15.8% 1,370,767 6.2%
Gabelli Funds, Inc.,
Gabelli International
Limited II, GAMCO
Investors, Inc., and
Mario J. Gabelli(14).... -- -- 705,709 9.4% 4,286,867 19.8%
The Gabelli Equity Trust
Inc.(15)................ -- -- 496,552 6.6% 803,652 3.8%
</TABLE>
---------------
* Less than 1%.
(1) The address of The Equitable Companies Incorporated is 787 Seventh Avenue,
New York, New York 10019; the address of Gabelli Funds, Inc. ("GFI"),
Gabelli International Limited II, GAMCO Investors, Inc. ("GAMCO"), and
Mario J. Gabelli and The Gabelli Equity Trust Inc. is One Corporate Center,
Rye, New York 10580; the address of each other beneficial owner named in
the table is c/o Chris-Craft Industries, Inc., 767 Fifth Avenue, New York,
New York 10153.
(2) Each share of $1.40 Convertible Preferred Stock is convertible into
10.03008 shares of Common Stock and 20.06014 shares of Class B Common
Stock, except that if such share of $1.40 Convertible Preferred Stock was
transferred after November 10, 1986 other than to a Permitted Transferee,
such share is convertible into 30.09022 shares of Common Stock. Each share
of Class B Common Stock is convertible into one share of Common Stock.
(3) At December 31, 1994, (a) the Trustee of the Chris-Craft Employees' Stock
Purchase Plan (the "Stock Purchase Plan") held 362,271 shares of Class B
Common Stock, 498,068 shares of Common Stock and 246 shares of $1.40
Convertible Preferred Stock (representing 5%, 2% and less than 1% of the
outstanding shares of the respective classes at February 28, 1995), and (b)
the Trustees under the Chris-Craft Profit Sharing Plan (the "Profit Sharing
Plan") held 154,500 shares of Class B Common Stock (representing 2% of the
outstanding shares of the class at February 28, 1995). A committee
appointed by the Board of Directors of Chris-Craft to administer the Stock
Purchase Plan is empowered to direct voting of the shares held by the
Trustee under that plan, and the Trustees under the Profit Sharing Plan are
empowered to vote and dispose of the shares held by that plan. Herbert J.
Siegel,
(Notes continued on next page)
4
<PAGE> 7
James J. Rochlis and Lawrence R. Barnett are the members of the committee
under the Stock Purchase Plan and are the Trustees under the Profit Sharing
Plan. The numbers of shares set forth in the table with respect to each
named executive officer other than Herbert J. Siegel include, with respect
to the Stock Purchase Plan, only shares vested at December 31, 1994. The
numbers of shares set forth in the table with respect to each of Herbert J.
Siegel, James J. Rochlis, Lawrence R. Barnett and all directors and
executive officers as a group include all shares held in the Profit Sharing
Plan and the Stock Purchase Plan as of December 31, 1994. If, at February
28, 1995, the shares of $1.40 Convertible Preferred Stock held in the Stock
Purchase Plan at December 31, 1994 had been converted, and the Class B
Common Stock issuable upon such conversion had been added to the Class B
Common Stock then held in the Stock Purchase Plan and the Profit Sharing
Plan, the shares of Class B Common Stock held in the two plans would
represent 7% of the Class B Common Stock that would have been outstanding;
if, at February 28, 1995, the shares of $1.40 Convertible Preferred Stock
held in the Stock Purchase Plan at December 31, 1994 had been converted,
the Class B Common Stock then held in the Stock Purchase Plan and the
Profit Sharing Plan, or issuable upon conversion of the $1.40 Convertible
Preferred Stock held in the Stock Purchase Plan, had been converted, and
the Common Stock issuable upon such conversions had been added to the
Common Stock then held in such plans, the shares of Common Stock held in
the two plans would represent 5% of the Common Stock that would have been
outstanding.
(4) Includes shares of Class B Common Stock issuable upon conversion of the
$1.40 Convertible Preferred Stock reflected in the table opposite the
identified person or group. In accordance with SEC rules, the percentages
shown have been computed assuming that the only shares converted are those
shares reflected opposite the identified person or group.
(5) Includes shares of Common Stock issuable upon conversion of the $1.40
Convertible Preferred Stock and Class B Common Stock reflected in the table
opposite the identified person or group. In accordance with SEC rules, the
percentages shown have been computed assuming that the only shares
converted are those shares reflected opposite the identified person or
group.
(6) Includes with respect to the following directors the indicated numbers of
shares issuable on exercise of options previously granted under the 1989
and 1994 Director Stock Option Plans or to be granted immediately following
the 1995 annual meeting of stockholders under the 1994 Director Stock
Option Plan: Howard Arvey, 19,840; Lawrence R. Barnett, 19,840; T. Chandler
Hardwick, III, 9,785; Jeane J. Kirkpatrick, 10,300; David F. Linowes,
19,840; Norman Perlmutter, 19,840; James J. Rochlis, 19,840; Alvin R.
Rozelle, 19,840.
(7) Ownership includes 23,495 shares of Class B Common Stock owned by a
charitable foundation of which Mr. Barnett and certain members of his
family are the directors.
(8) Ownership includes 17,813 shares of Common Stock issuable pursuant to a
currently exercisable stock option.
(9) Ownership includes 100,000 shares of Common Stock issuable pursuant to a
currently exercisable stock option and excludes 13,000 shares of $1.40
Convertible Preferred Stock, 62,530 shares of Class B Common Stock and
10,000 shares of Common Stock owned by the director's wife.
(10) Ownership includes 70,725 shares of Common Stock issuable pursuant to
currently exercisable stock options.
(11) Ownership includes 137,391 shares of Common Stock issuable pursuant to
currently exercisable stock options.
(12) Ownership includes all shares held in the Stock Purchase Plan and the
Profit Sharing Plan as of December 31, 1994 (see Note 3), all other shares
reflected in the table with respect to directors and named executive
officers, and all other shares, including an additional 21,010 shares of
Common Stock issuable pursuant to currently exercisable stock options, held
by an executive officer of Chris-Craft not named in the table. Of the
shares held in the Stock Purchase Plan, 116 shares of $1.40 Convertible
(Notes continued on next page)
5
<PAGE> 8
Preferred Stock, 216,714 shares of Class B Common Stock and 390,209 shares
of Common Stock were held for the accounts of employees other than
directors or executive officers.
(13) Shared voting power is claimed as to 25,126 shares of Common Stock.
Information is furnished herein in reliance on Amendment No. 5 to Schedule
13G with respect to Class B Common Stock and Amendment No. 13 to Schedule
13G with respect to Common Stock of The Equitable Companies Incorporated,
each dated February 10, 1995, filed with the SEC jointly with AXA and Alpha
Assurances I.A.R.D. Mutuelle, Alpha Assurances Vie Mutuelle, AXA Assurances
I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle, and Uni Europe Assurance
Mutuelle, as a group.
(14) Voting power is disclaimed as to 310,727 shares held by GAMCO and 1,143,405
shares of Common Stock and 61,800 shares of Class B Common Stock held by
GFI. Information is furnished herein in reliance on Amendment No. 26 to
Schedule 13D of the named owners dated March 10, 1995, filed with the SEC.
Amounts exclude shares referred to in Note 15.
(15) GFI has investment power respecting the referenced shares. Information is
furnished herein in reliance on Amendment No. 1 to Schedule 13G of the
named owners dated February 24, 1995, filed with the SEC.
II. BENEFICIAL OWNERSHIP OF BHC CLASS A COMMON STOCK
<TABLE>
<CAPTION>
NUMBER
BENEFICIAL OWNER OF SHARES(1)
--------------------------------------------------------------------------------- ------------
<S> <C>
Howard Arvey..................................................................... 650
Lawrence R. Barnett(2)........................................................... 309
T. Chandler Hardwick, III........................................................ --
Jeane J. Kirkpatrick............................................................. --
David F. Linowes................................................................. 151
Joelen K. Merkel(3).............................................................. 200
Norman Perlmutter................................................................ --
James J. Rochlis(2).............................................................. 1,109
Alvin R. Rozelle................................................................. --
Herbert J. Siegel(2)............................................................. 538
John C. Siegel................................................................... --
William D. Siegel................................................................ 231
Evan C Thompson.................................................................. --
All Chris-Craft directors and executive officers as a group, including
those named above (14 persons)(2).............................................. 2,570
</TABLE>
---------------
(1) Each amount shown represents less than 1% of the class. In accordance with
SEC rules, percentages have been computed deeming as not outstanding 226,503
shares of BHC Class A Common Stock held by UTV.
(2) Ownership includes 309 shares held in the Chris-Craft Profit Sharing Plan,
of which Messrs. Herbert J. Siegel, Lawrence R. Barnett and James J. Rochlis
are Trustees. See Note 3 to Table I.
(3) Shares are owned jointly with the executive officer's husband.
6
<PAGE> 9
III. BENEFICIAL OWNERSHIP OF UTV COMMON STOCK
<TABLE>
<CAPTION>
NUMBER PERCENT
BENEFICIAL OWNER OF SHARES OF CLASS
-------------------------------------------------------------------------- --------- --------
<S> <C> <C>
Howard Arvey.............................................................. -- --
Lawrence R. Barnett(1).................................................... 234,892 2.4%
T. Chandler Hardwick, III................................................. -- --
Jeane J. Kirkpatrick...................................................... -- --
David F. Linowes.......................................................... -- --
Joelen K. Merkel.......................................................... -- --
Norman Perlmutter......................................................... 2,000 *
James J. Rochlis.......................................................... -- --
Alvin R. Rozelle.......................................................... -- --
Herbert J. Siegel(1)(2)................................................... 234,892 2.4%
John C. Siegel(1)......................................................... 234,892 2.4%
William D. Siegel......................................................... -- --
Evan C Thompson........................................................... 25,000 *
All Chris-Craft directors and executive officers as a group,
including those named above (14 persons)(1)............................. 261,892 2.7%
</TABLE>
---------------
* Less than 1%.
(1) As of December 31, 1994, (a) the Trustee of the Employees' Stock Purchase
Plan of UTV (the "UTV Stock Purchase Plan") held 224,892 shares of UTV
Common Stock (representing 2.1% of the outstanding shares at February 28,
1995), and (b) the Trustees under the UTV Profit Sharing Plan held 10,000
shares of UTV Common Stock (representing less than 1% of the outstanding
shares at February 28, 1995). A committee appointed by the Board of
Directors of UTV to administer the UTV Stock Purchase Plan is empowered to
direct voting of the shares held by the Trustee under that plan, and the
Trustees under the UTV Profit Sharing Plan are empowered to vote and dispose
of the shares held by that plan. Herbert J. Siegel, Lawrence R. Barnett,
John C. Siegel and another executive officer of UTV are the members of the
committee under the UTV Stock Purchase Plan and are the Trustees of the UTV
Profit Sharing Plan. The numbers of shares set forth in the table with
respect to each of Herbert J. Siegel, Lawrence R. Barnett, John C. Siegel
and all Chris-Craft directors and executive officers as a group include all
shares held in the UTV Stock Purchase Plan and the UTV Profit Sharing Plan
as of December 31, 1994.
(2) Ownership excludes 666 shares owned by the director's wife.
7
<PAGE> 10
EXECUTIVE COMPENSATION
The following table sets forth all plan and non-plan compensation paid to
the named individuals for services rendered in all capacities to Chris-Craft and
its subsidiaries during the three years ended December 31, 1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
AWARDS
------------
ANNUAL COMPENSATION(1) SECURITIES
------------------------ UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OPTIONS(#) COMPENSATION($)
----------------------------------- ----- ---------- ---------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Herbert J. Siegel.................. 1994 950,000 1,916,745 300,000 864,850(2)
Chaiman of the Board 1993 884,975 3,677,785 -- 682,620
and President 1992 860,034 1,298,187 -- 441,752
Joelen K. Merkel................... 1994 250,000 300,000 50,000 85,918(3)
Vice President 1993 200,000 175,000 -- 60,472
and Treasurer 1992 125,000 125,000 50,000 38,478
John C. Siegel..................... 1994 500,000 350,000 50,000 129,009(4)
Senior Vice President 1993 450,000 350,000 -- 123,029
1992 235,000 400,000 100,000 95,381
William D. Siegel.................. 1994 500,000 350,000 50,000 128,734(5)
Senior Vice President 1993 450,000 350,000 -- 122,856
1992 235,000 700,000 100,000 140,256
Evan C Thompson.................... 1994 950,000 2,245,660 200,000 448,414(6)
Executive Vice President 1993 800,000 600,000 -- 225,279
and President, Television 1992 750,000 300,000 100,000 166,413
Division
</TABLE>
---------------
(1) Excludes automobile allowance of $1,200 per month paid to each of the named
individuals and perquisites and other personal benefits aggregating less
than the lesser of $50,000 or 10% of the total annual salary and bonus
reported for the named person.
(2) Reflects Chris-Craft contributions, or accruals under the Benefit
Equalization Plan in lieu of contributions and forfeiture allocations, of
$115,667 with respect to the Stock Purchase Plan and $173,501 with respect
to the Profit Sharing Plan; also includes $25,682 reported as income of the
named individual with respect to premiums paid on "split-dollar" life
insurance policies and $550,000 credited to a deferred compensation account.
(3) Reflects Chris-Craft contributions, or accruals under the Benefit
Equalization Plan in lieu of contributions and forfeiture allocations, of
$36,418 with respect to the Stock Purchase Plan and $49,500 with respect to
the Profit Sharing Plan.
(4) Reflects Chris-Craft contributions, or accruals under the Benefit
Equalization Plan in lieu of contributions and forfeiture allocations, of
$52,509 with respect to the Stock Purchase Plan and $76,500 with respect to
the Profit Sharing Plan.
(5) Reflects Chris-Craft contributions, or accruals under the Benefit
Equalization Plan in lieu of contributions and forfeiture allocations, of
$52,234 with respect to the Stock Purchase Plan and $76,500 with respect to
the Profit Sharing Plan.
(6) Reflects Chris-Craft contributions, or accruals under the Benefit
Equalization Plan in lieu of contributions and forfeiture allocations, of
$91,911 with respect to the Stock Purchase Plan and $106,503 with respect to
the Profit Sharing Plan; also includes $250,000 credited to a deferred
compensation account.
8
<PAGE> 11
The following table sets forth information regarding each grant of stock
options made during 1994 to each of the named individuals. Options become
exercisable in three equal annual installments commencing on the first
anniversary of the grant and may be exercised on a cumulative basis at any time
before expiration.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
NUMBER OF PERCENT OF TOTAL ANNUAL RATES OF STOCK
SECURITIES OPTIONS PRICE APPRECIATION FOR
UNDERLYING GRANTED OPTION TERM
OPTIONS GRANTED TO EMPLOYEES IN EXERCISE PRICE EXPIRATION ---------------------------
NAME (#) FISCAL YEAR ($/SH) DATE 5%($) 10%($)
------------------------------------- ------------------- -------------- ---------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Herbert J. Siegel..... 300,000 28.8% 34.3750 4/27/04 6,485,476 16,435,469
Joelen K. Merkel...... 50,000 4.8% 34.8750 12/13/99 481,766 1,064,577
John C. Siegel........ 44,266 4.2% 34.8750 12/13/99 426,517 942,491
5,734 0.6% 38.3625 12/13/99 35,252 102,088
William D. Siegel..... 44,266 4.2% 34.8750 12/13/99 426,517 942,491
5,734 0.6% 38.3625 12/13/99 35,252 102,088
Evan C Thompson....... 200,000 19.2% 34.3750 4/27/04 4,323,651 10,956,979
</TABLE>
The following table sets forth information concerning each exercise of
stock options during 1994 by each of the named individuals, along with the
year-end value of unexercised options.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT FISCAL YEAR-END(#) AT FISCAL YEAR-END($)
SHARES ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---------------------- --------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Herbert J. Siegel..... 354,435 2,836,311 0 300,000 0 37,500
Joelen K. Merkel...... 17,550 208,234 17,813 67,680 112,933 112,089
John C. Siegel........ 0 0 70,725 85,363 428,394 214,199
William D. Siegel..... 0 0 70,725 85,363 428,394 214,199
Evan C Thompson....... 231,785 2,274,367 70,725 235,363 448,389 249,198
</TABLE>
Chris-Craft entered into employment agreements with Herbert J. Siegel and
Evan C Thompson, as of January 1, 1994.
The 1994 employment agreement with Herbert J. Siegel ("Mr. Siegel's
agreement") provides for his continued service as Chief Executive Officer for a
term ending December 31, 1999, which term extends automatically for one year on
January 1, 1996, unless either party gives contrary notice to the other. Annual
base salary is currently $975,650, subject to adjustment ("COLA adjustment"), to
reflect price level increases, as reported in a U.S. Department of Labor
Consumer Price Index. Deferred compensation, currently in the amount of $564,850
annually subject to COLA adjustment, plus any other current compensation that
would not be deductible by Chris-Craft pursuant to Section 162(m) of the
Internal Revenue Code (the "Code"), is credited to a deferred compensation
account, together with interest on the account balance, to be computed based on
the yield of U.S. Treasury Notes maturing in five years. The account balance
will be paid to Mr. Siegel in five annual installments after termination of the
employment term.
Mr. Siegel's agreement provides that in the event of any change in control
of Chris-Craft during the employment term, the employment term will be extended
automatically to the third anniversary following such change in control, if the
employment term otherwise would have terminated before such third anniversary.
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<PAGE> 12
Mr. Siegel has the right to terminate the employment term in the event of a
diminution of his authority or other material breach by Chris-Craft of Mr.
Siegel's agreement or the occurrence without his consent of specified
fundamental changes in Chris-Craft. In the event of such termination, he is
entitled to receive in lump sum, an amount equal to the base salary, deferred
compensation and consulting fees that would have been payable to him through the
term of the agreement (assuming no additional extensions of the employment term
after such termination), plus an amount equal to the mean performance bonuses
theretofore paid or payable to him multiplied by the number of years remaining
in the employment term. If Mr. Siegel dies during the employment term, Mr.
Siegel's estate is to receive for each of the three following 12-month periods
an amount equal to "Average Annual Compensation"; and in the event of his
disability, Mr. Siegel is to receive, annually for the remainder of the
employment term, an amount equal to one-half of his Average Annual Compensation.
"Average Annual Compensation" generally means the executive's average base
salary plus bonus for a specified period prior to the event. Additionally, if
any payment to Mr. Siegel pursuant to the agreement should be subject to the
excise tax imposed on "golden parachutes" by Section 4999 of the Code,
Chris-Craft will pay on his behalf or reimburse him in an amount equal to the
sum of the excise tax and related interest and penalties, if any, plus any
income taxes (and related penalties and interest) that may become payable by Mr.
Siegel arising from Chris-Craft's compliance with such payment or reimbursement
obligations, such that he would be in the same position as he would have been
had no excise tax been imposed.
Mr. Siegel's agreement entitles him to a cash bonus equal to 1 1/2% of the
amount by which Chris-Craft "Pre-tax Income" exceeds $36,000,000 for each year
of his employment. For purposes of the agreement, "Pre-tax Income" means
Chris-Craft income before provision for income taxes and minority interest, as
such amount is reported on Chris-Craft's audited consolidated statements of
income included in its annual report to stockholders; provided that, in
determining such Pre-tax Income, there will be excluded (i) any loss of any
business commenced or newly acquired by Chris-Craft during (or within the six
months next preceding commencement of) the employment term, if such business
would at any time during such term constitute a Development Stage Company under
Securities and Exchange Commission Regulation S-X, assuming such business were
organized as a separate entity, e.g., the United Paramount Network, but only to
the extent that the loss of such business, aggregated with the losses of all
other such businesses (if any) so commenced or acquired, exceeds $10,000,000 in
any fiscal year, and provided further, that such losses incurred by any business
shall not be so excluded for any fiscal year beginning after the fourth
anniversary of the date of commencement or acquisition of such business by
Chris-Craft; and (ii) any goodwill amortization (similarly determined) arising
out of a business acquisition during the employment term.
During the consulting term, which will commence on expiration of the
employment term and end five years thereafter, Mr. Siegel is to receive annual
compensation of $500,000 (subject to COLA adjustment from December 1993), is
required to devote not more than 20 hours in any month to Chris-Craft's affairs,
and is prohibited from engaging in activity competitive with Chris-Craft. If Mr.
Siegel dies during the consulting term, his estate is to receive the full
consulting fee until the third anniversary of his death or the end of the
consulting term, whichever is earlier; if he is disabled, he is entitled to
receive one-half of the consulting fee until the end of the consulting term. For
each year covered by Mr. Siegel's agreement, Chris-Craft will match on a
cumulative basis up to $200,000 of his charitable contributions, in addition to
matching his contributions under any other charitable gift matching program of
Chris-Craft or any subsidiary.
As additional inducement to Mr. Siegel to enter into the agreement,
Chris-Craft made "split-dollar" life insurance agreements with each of Mr.
Siegel's two sons, pursuant to which, under each agreement, Chris-Craft procured
and will pay the full amount of each annual premium for 15 years on last-to-die
policies on the lives of Herbert J. Siegel and his wife. Each of the sons is the
owner of policies, having face amounts totaling $15 million, covered by his
agreement and has the right to designate and change the beneficiaries
thereunder; however, none of the policies may be borrowed against, surrendered,
or canceled, and no dividend election thereunder may be terminated, without
Chris-Craft's consent. The cost of these policies is shared by Chris-Craft and
BHC in the respective proportions of 15% and 85% until they shall otherwise
agree. The policies and the split-dollar agreements contemplate that an amount
equal to the aggregate premiums paid, but without interest, will be repaid to
Chris-Craft and BHC, upon the death of the last to die of the insureds.
10
<PAGE> 13
Chris-Craft has also agreed, in the event of Mr. Siegel's death, to pay
$2,000,000 to a beneficiary named by Mr. Siegel. Chris-Craft has purchased, and
is the sole owner and beneficiary of, insurance on the life of Mr. Siegel and
anticipates that the insurance benefits received by Chris-Craft will exceed the
cost, after applicable income taxes, of paying the foregoing death benefit.
Mr. Thompson's 1994 employment agreement ("Mr. Thompson's agreement")
provides for his continued service on substantive terms similar to those
specified in Mr. Siegel's agreement, except that there are three automatic
one-year renewal terms, unless Mr. Thompson gives contrary notice respecting the
first two or either party gives contrary notice respecting the third; annual
deferred compensation is currently in the amount of $256,750, subject to COLA
adjustment, and Mr. Thompson can elect each year whether amounts deferred for
such year will be paid in lump sum immediately, or over five years, after
termination of the employment term; Mr. Thompson's consulting fee is $250,000
per year (subject to COLA adjustment from December 1993) and the consulting term
will end May 31, 2007; if Mr. Thompson dies during the employment term or the
consulting term, a death benefit is payable until the earlier of the first
anniversary of his death or the end of the consulting term; there is no
split-dollar life insurance; Chris-Craft will match on a cumulative basis up to
$100,000 of Mr. Thompson's charitable contributions during each year of the
employment term; and Mr. Thompson's bonus is equal to 1% of the amount by which
Chris-Craft's "TV Broadcast Cash Flow" for each year exceeds $20 million, up to
$50 million, and 2% of the amount by which TV Broadcast Cash Flow exceeds $50
million. The bonus computation will be adjusted if Chris-Craft acquires, in one
or more transactions, additional television stations having aggregate mean TV
Broadcast Cash Flow, exceeding $10 million for the three fiscal years of each
such television station prior to its acquisition by Chris-Craft, or disposes of
a television station having mean TV Broadcast Cash Flow exceeding $5 million for
the three fiscal years prior to its disposition by Chris-Craft. TV Broadcast
Cash Flow for purposes of the bonus calculation means operating income plus
depreciation and amortization of goodwill and programming contracts, minus
payments on programming contracts. The Board of Directors will consider
adjusting the bonus calculation and formulae if and at such time as Chris-Craft
shall own 10 or more television stations or Mr. Thompson shall have chief
operating responsibility for a business owned by Chris-Craft that derives
revenues exceeding $25,000,000 other than from television broadcasting.
------------------------
Benefits under the Chris-Craft Salaried Employees' Pension Plan are based
on a participant's compensation, including salaries, bonuses and commissions.
The plan provides a retirement annuity, generally based on specified percentages
of annual compensation (for 1989 and subsequent years, generally 1.5% of the
first $18,000 of compensation and 2.0% of the remainder) aggregated through the
years of service. Estimated annual benefits payable upon retirement after
working to age 65 (including benefits payable under the predecessor pension plan
and the Benefit Equalization Plan) are, for Joelen K. Merkel, John C. Siegel,
William D. Siegel and Evan C Thompson, $261,425, $481,104, $589,018 and
$1,075,935, respectively. Herbert J. Siegel, who has reached age 65, is
currently receiving $79,874 per year from the predecessor pension plan and, as
of February 28, 1995, has accrued an additional annual benefit of $760,277 under
the current pension plan.
Under the Executive Deferred Income Plan, Chris-Craft entered into an
agreement with each participating employee, whereby the employee agreed to defer
$1,000 per year of salary in each of four years, and Chris-Craft agreed to make
annual payments in specified amounts for 10 years in the event of the employee's
death or for 15 years commencing at age 60. The plan also provides supplemental
disability benefits of $10,000 per year from the onset of a disability until
annual payments commence at age 60 or death. Benefits under the plan do not
depend on compensation and are payable in full if the employee has accumulated
20 years of service, or is employed by Chris-Craft, when the condition for
payment occurs. Maximum annual benefits payable in the event of death of Mrs.
Merkel and Messrs. John C. Siegel, William D. Siegel and Thompson would be
$101,585, $109,677, $136,853 and $55,137, respectively, for 10 years. Annual
benefits payable to Mrs. Merkel and Messrs. John C. Siegel, William D. Siegel
and Thompson commencing at age 60 would be $76,798, $83,076, $103,305 and
$31,898, respectively, for 15 years, assuming full vesting of benefits. After an
employee has participated in the plan for four years, premiums for insurance on
his life are paid through policy loans involving no direct out-of-pocket cost to
Chris-Craft. Accordingly, since 1987, Chris-Craft has made no
11
<PAGE> 14
payments under the plan with respect to the participation of any Chris-Craft
executive officer, other than for interest on policy loans and disability waiver
premiums.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee"),
which is comprised of three directors who have never been employees of
Chris-Craft, is responsible for reviewing the recommendations of the Chief
Executive Officer ("CEO") and making recommendations to the Board of Directors
with respect to the salaries, bonuses, and other forms of compensation,
including stock option grants, of Chris-Craft's executive officers.
The Committee seeks to attract and retain executive officers of the highest
caliber and motivate them to maximize the success of Chris-Craft's businesses by
linking their compensation to performance. Each executive officer's cash
compensation consists of two components: base salary and annual bonus.
Base salary and bonus for the CEO and the Executive Vice President and
President, Television Division are fixed by their respective employment
agreements, as described under Executive Compensation. The CEO's base salary,
and the formula for computing his bonus, differ from those under his earlier
employment agreement, which was in effect through December 31, 1993. Likewise
under his current employment agreement, base salary for the Executive Vice
President and President, Television Division, differs from that specified in his
employment agreement that expired December 31, 1993, which provided for bonuses
in the discretion of the Compensation Committee.
The remaining executive officers are not directly responsible for the
operating results of particular businesses. Their salaries for 1994 were fixed
at the end of the prior fiscal year, based on subjective perceptions of salaries
paid by comparable companies for comparable positions, and their bonuses and
option grants were based on subjective assessments of the executive officers'
success at fulfilling the duties and responsibilities of their respective
positions and the particular tasks assigned to them. The Committee generally
adopts the recommendations of the CEO, who bases his recommendations on past
salary levels and his perception of the quality of their respective performances
and attempts to match their salaries with his perception of compensation levels
at a small number of companies he considers comparable, which companies operate
in the entertainment industry, although not included in the S&P Broadcast Media
Index. The CEO assesses executive officer performance in terms of normal
responsibilities, assumption of extra responsibilities, and additional work
related to special projects. No relative weight was assigned to any of the
foregoing factors. Specifically, the bonuses of executive officers and option
grants to them reflect their relative participation and performance, as
perceived by the CEO, in various matters, including analysis and planning
relating to government policies such as legislative and regulatory initiatives,
analysis and negotiation of business acquisitions, planning new business
ventures, and assumption of additional responsibilities.
Each of the employment agreements for the CEO and the Executive Vice
President provides that current compensation otherwise payable, but that would
not be deductible for federal income tax purposes under Section 162(m) of the
Code, will be credited to a deferred compensation account and paid to the
executive after his employment with Chris-Craft has terminated. No policy has
been adopted with respect to Section 162(m) of the Code for the other executive
officers, since their compensation levels are not in excess of $1 million.
HOWARD ARVEY DAVID F. LINOWES ALVIN R. ROZELLE
12
<PAGE> 15
PERFORMANCE GRAPH
The following line graph compares cumulative total shareholder return for
Chris-Craft Common Stock, the Standard & Poor's ("S&P") 500 Stock Index and the
S&P Broadcast Media index, assuming the investment of $100 in each in December
1989 and the monthly reinvestment of dividends. The performance shown on the
graph is not necessarily indicative of future performance.
CHRIS-CRAFT INDUSTRIES, INC.
TOTAL RETURN TO SHAREHOLDERS: 1990-1994
<TABLE>
<CAPTION>
MEASUREMENT PERIOD CHRIS-CRAFT S&P BROADCAST S&P 500 STOCK
(FISCAL YEAR COVERED) COMMON MEDIA INDEX
<S> <C> <C> <C>
1989 100 100 100
1990 73 83 97
1991 75 89 126
1992 98 109 136
1993 113 153 150
1994 110 142 152
</TABLE>
Pursuant to SEC rules, the material under the captions Board Compensation
Committee Report on Executive Compensation and Performance Graph is not to be
deemed "soliciting material" nor "filed" with the SEC. It is specifically
excluded from any material incorporated by reference in Chris-Craft filings
under the Securities Act of 1933 or Securities Exchange Act of 1934, whether
such filings occur before or after the date of this proxy statement and
notwithstanding anything to the contrary set forth in any such filing.
COMPENSATION OF DIRECTORS
Directors of Chris-Craft receive a retainer of $35,000 per year plus $7,500
per year for service on each of the Audit, Compensation, and Pension Committees.
Officers of Chris-Craft receive no additional compensation as directors.
Lawrence R. Barnett and James J. Rochlis, each a director and retired
Executive Vice President of Chris-Craft, served as consultants to Chris-Craft
during 1994, each for compensation of $75,000 annually, and are continuing, on a
year-to-year basis, to serve as consultants for the same compensation. Messrs.
Barnett and Rochlis are consulted from time to time, as operating officers deem
necessary, to obtain their advice and the benefit of their experience with
respect to those Chris-Craft operations for which they were responsible during
their years of service as Executive Vice Presidents of Chris-Craft. Mr. Barnett
consults respecting films and other media entertainment for broadcast by
Chris-Craft. Mr. Rochlis consults with respect to Chris-Craft's Industrial
Division and Chris-Craft environmental matters. Chris-Craft also pays premiums
for health insurance for these consultants, which totaled $15,477 for Mr.
Barnett and $11,010 for Mr. Rochlis in 1994.
13
<PAGE> 16
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Lawrence R. Barnett and James J. Rochlis, each a director and retired
Executive Vice President of Chris-Craft, served as consultants to Chris-Craft
during 1994, as more fully described under Compensation of Directors.
During 1995, Chris-Craft purchased 4,500 common shares at a price of
$34.625 per share, the closing price on the date of sale, from the Profit
Sharing Plan, trustees for which are Herbert J. Siegel, Chairman and President,
and Lawrence R. Barnett, and James J. Rochlis, directors of Chris-Craft.
Laurey J. Barnett, who is the daughter of Lawrence R. Barnett, a director
of Chris-Craft, continued during 1994 to serve UTV as Vice President and
Director of Programming. Her salary and bonus for 1994 aggregated $300,000; she
received a monthly automobile allowance of $600; and she participated in UTV
benefit plans on the same basis as other eligible employees. Ms. Barnett's
employment continues in the same capacity and on the same terms, except that her
current salary is at the rate of $160,000 per year.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Chris-Craft's directors and executive officers are required under the
Securities Exchange Act of 1934 to file reports of ownership and changes in
beneficial ownership of Chris-Craft equity securities with the SEC. Copies of
those reports must also be furnished to Chris-Craft. Based solely on a review of
the copies of reports furnished to Chris-Craft and written representations that
no Forms 5 were required, Chris-Craft believes that during 1994 all filing
requirements applicable to directors and executive officers were complied with,
except that the Forms 5 of John C. Siegel and William D. Siegel for 1994 were
filed one day late.
STOCKHOLDER PROPOSAL
The Benedictine Sisters Charitable Trust, 3120 W. Ashby, San Antonio, TX
78228 has advised Chris-Craft that it will submit a proposal at the annual
meeting, and that it is the holder of 618 shares of Common Stock. The proposal
together with the proponent's supporting statement, and the recommendation of
the Board of Directors with respect thereto, is set forth below. The following
have advised Chris-Craft that they are co-sponsors of the proposal, each holding
the number of shares of Chris-Craft Common Stock set forth after their
respective addresses: Board of Pensions, Evangelical Lutheran Church of America,
800 Market Avenue, Suite 1050, Minneapolis, Minnesota 55402-2885, 4,459;
Dominican Sisters, Sparkill, New York 10976, 4,425; and The Sisters of St.
Francis of Philadelphia, Our Lady of Angels Convent -- Glen Riddle, Aston,
Pennsylvania 19014, 18,800.
INCLUSIVENESS ON THE BOARD OF DIRECTORS
"Our Company has made statements affirming our policy of non-discrimination
in employment, a position we commend as shareholders. However, this position is
not reflected in our Board of Directors, which presently includes no minorities.
We believe major corporations, aware that employees, customers and stockholders
include a broad diversity in terms of sex and race, should have a Board that
includes persons of diverse racial backgrounds and gender.
"There is increased awareness on the issue of diversity in Corporate
America. In a global marketplace that grows increasingly more competitive,
companies need to promote the best people, regardless of race, color or national
origin.
"The Teachers Insurance and Annuity Association and College Retirement
Equities Fund, the largest institutional investor in the United States, recently
issued a set of corporate governance guidelines including a call for "diversity
of directors by experience, sex, age and race.
"The Office of Federal Contract Compliance mandates that companies must not
discriminate on the basis of race, sex, color, religion, national origin,
disability, or veterans status. Women and minorities comprise fifty percent of
America's workforce and the U.S. Department of Labor reports their advancement
is oftentimes hindered by artificial barriers -- glass ceilings. Our company
must make a strong and continued commitment to use its available tools and
resources to remove glass ceiling barriers, because it is our responsibility
under the law, and the right thing to do.
14
<PAGE> 17
"While racial and gender diversity among the purchasing population and the
workforce has experienced an enormous increase, the Equal Employment Opportunity
Commission reports 97% of senior ranks of corporations are occupied by white
males. We believe our company needs to open up top management and the board to
qualified people of all races and women.
"We believe Boards of Directors of many corporations have benefitted from
the perspectives gleaned from well qualified women and minority members. In
addition, increasingly individual and institutional investors are voting their
proxies against boards which are not representative and have no women or
minorities. We believe it is not in our company's best long range interests to
keep an all white board, excluding minorities. It unfortunately gives the
impression of an "exclusive club" closed to any perspectives beyond those in the
inner sanctum.
"Increasingly major corporations are broadening their boards by including
women and minorities. We believe our company should show similar leadership.
"THEREFORE BE IT RESOLVED, that shareholders request:
"1. The nominating committee of the Board in its search for suitable
Board candidates, make a greater effort to search for qualified minority
candidates for nomination to the Board of Directors.
"2. Report on our Corporation's programs to encourage diversified
representation on our Board of Directors.
"3. Issue a statement publicly committing the company to a policy of
board inclusiveness with the steps we plan to take and the expected
timeline."
MANAGEMENT RECOMMENDATION
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS PROPOSAL.
Chris-Craft does not discriminate on the basis of race, sex, color,
religion, national origin, disability, or veteran status. Chris-Craft's policy
is to comply with all laws, including those applicable to equal opportunity.
Chris-Craft seeks the best qualified individuals for Board positions. The Board
believes that stockholder interests would not be served by changes in the
composition of the Board of Directors according to an arbitrary timetable or by
the establishment of a quota for any race or gender.
RATIFICATION OF SELECTION OF AUDITORS
The stockholders are to take action upon ratification of the selection of
Price Waterhouse as auditors of Chris-Craft for its fiscal year ending December
31, 1995. Representatives of Price Waterhouse are expected to be present at the
meeting and will have the opportunity to make a statement if they desire to do
so and be available to respond to appropriate questions. Price Waterhouse was
the independent accountant for Chris-Craft for its fiscal year ended December
31, 1994. If the selection of Price Waterhouse is not ratified, or prior to the
next annual meeting of stockholders such firm shall decline to act or otherwise
become incapable of acting, or if its engagement shall be otherwise discontinued
by the Board of Directors, the Board of Directors will appoint other independent
accountants whose selection for any period subsequent to the next annual meeting
will be presented for stockholder approval at such meeting.
SUBMISSION OF STOCKHOLDER PROPOSALS
Stockholder proposals intended for inclusion in the proxy statement for the
next annual meeting must be received by Chris-Craft at its principal executive
offices by November 30, 1995.
15
<PAGE> 18
GENERAL
The Board of Directors did not know, a reasonable time before the
commencement of the solicitation, of any business constituting a proper subject
for action by the stockholders to be presented to the meeting other than as set
forth in this Proxy Statement. However, if any other matter should properly come
before the meeting, the persons named in the enclosed form of proxy intend to
vote such proxy in accordance with their best judgment.
CHRIS-CRAFT'S 1994 FORM 10-K ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION, EXCLUSIVE OF EXHIBITS, WILL BE MAILED WITHOUT CHARGE TO ANY
STOCKHOLDER ENTITLED TO VOTE AT THE MEETING, UPON WRITTEN REQUEST TO: BRIAN C.
KELLY, SECRETARY, CHRIS-CRAFT INDUSTRIES, INC., 767 FIFTH AVENUE, NEW YORK, NEW
YORK 10153.
Chris-Craft will bear the entire cost of preparing, assembling, printing
and mailing this Proxy Statement, the accompanying proxy and any additional
material which may be furnished to stockholders. Solicitation material will be
furnished to brokers, fiduciaries and custodians to forward to beneficial owners
of stock held in their names, and Chris-Craft will reimburse these organizations
in accordance with the New York Stock Exchange schedule of charges for the cost
of forwarding proxy material to such beneficial owners. The solicitation of
proxies will also be made by the use of the mails and through direct
communication with certain stockholders or their representatives by officers,
directors or employees of Chris-Craft, who will receive no additional
compensation therefor. Chris-Craft has engaged Georgeson & Company Inc. to
solicit proxies and distribute materials to brokers, banks, custodians and other
nominee holders and will pay approximately $7,500 for these services, in
addition to reimbursement of certain expenses.
By Order of the Board of Directors,
BRIAN C. KELLY, Secretary
16
<PAGE> 19
PROXY
CHRIS-CRAFT INDUSTRIES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
LAWRENCE R. BARNETT, JAMES J. ROCHLIS and BRIAN C. KELLY, and each of them,
each with full power of substitution, hereby are authorized to vote, by a
majority of those or their substitutes present and acting at the meeting
or, if only one shall be present and acting, then that one, all of the
shares of Chris-Craft Industries, Inc. that the undersigned would be
entitled, if personally present, to vote at its 1995 annual meeting of
stockholders and at any adjournment thereof, upon such business as may
properly come before the meeting, including the items set forth on the
reverse side and in the notice of annual meeting and the proxy statement.
ELECTION OF DIRECTORS, NOMINEES:
T. CHANDLER HARDWICK, III, DAVID F. LINOWES, ALVIN R. ROZELLE AND
HERBERT J. SIEGEL
PLEASE COMPLETE, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY.
SEE REVERSE
SIDE
/X/ PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE. 0287
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 3
AND AGAINST PROPOSAL 2. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
PROPOSALS 1 AND 3 AND AGAINST PROPOSAL 2.
1. Election of FOR AUTHORITY WITHHELD
Directors (see ALL AS TO ALL
other side) NOMINEES NOMINEES
/ / / /
For, except authority withheld as to the following nominee(s):
______________________________________________________________
2. Stockholder's proposal FOR AGAINST ABSTAIN
relating to inclusion
of minorities on the Board / / / / / /
of Directors.
3. Selection of Price FOR AGAINST ABSTAIN
Waterhouse as auditors.
/ / / / / /
NOTE: Please sign exactly as your name appears hereon. If the named holder
is a corporation, partnership, or other association, please sign its name
and add your name and title. When signing as attorney, executor,
administrator, trustee or guardian, please also give your full title.
If shares are held jointly, EACH holder should sign.
__________________________________
__________________________________
SIGNATURE(S) DATE
