<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):
[ ] $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
LOGO
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 6, 1997
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 Hyatt Regency San Antonio, 123 Losoya
Street, San Antonio Texas, 78205 on May 6, 1997, at 9:00 A.M., for the purpose
of considering and acting upon the following matters:
(1) Election of directors.
(2) A stockholder proposal relating to a diversity report, 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,
1997.
(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 March 14, 1997 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 San Antonio television station,
KMOL, 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 31, 1997
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 May 6, 1997 and at any adjournment thereof.
March 31, 1997 is the approximate date on which this Proxy Statement and the
accompanying form of proxy are first being mailed to stockholders.
As of March 14, 1997, the record date for the meeting, Chris-Craft had
outstanding 22,610,387 shares of Common Stock, 7,943,838 shares of Class B
Common Stock, 248,081 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 31.9 votes, or 222.6
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 of the foregoing, 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 31.9 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 Howard Arvey, Lawrence
R. Barnett, James J. Rochlis, and John C. Siegel as directors until the third
annual meeting following the May 6, 1997 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 May 6, 1997 meeting, is set
forth below:
<TABLE>
<CAPTION>
HAS SERVED
OTHER POSITIONS WITH CHRIS-CRAFT, PRINCIPAL AGE, AS
OCCUPATION FEBRUARY 28, DIRECTOR
NAME AND CERTAIN OTHER DIRECTORSHIPS 1997 SINCE
- --------------------------- -------------------------------------------- ------------ ----------
<S> <C> <C> <C>
NOMINEES FOR THREE-YEAR TERM
Howard Arvey............... Of Counsel, Wildman, Harrold, Allen & Dixon, 75 1975
Chicago law firm
Lawrence R. Barnett........ Consultant; retired Executive Vice 83 1963
President, Chris-Craft; Director, United
Television, Inc. ("UTV")(1)
James J. Rochlis........... Consultant; retired Executive Vice 80 1958
President, Chris-Craft
John C. Siegel............. Senior Vice President, Chris-Craft; 44 1994
Director, BHC Communications, Inc.
("BHC")(1) and Chairman of the Board, UTV
INCUMBENT DIRECTORS -- TWO-YEAR REMAINING TERM
Jeane J. Kirkpatrick....... Leavey Professor of Government, Georgetown 70 1994
University; Senior Fellow, the American
Enterprise Institute for Public Policy
Research
Norman Perlmutter.......... Chairman of the Board and Chief Executive 63 1975
Officer, Heitman Financial Ltd., real estate
financial services; Director, Horizon
Group, Inc. and UTV(1)
William D. Siegel.......... Senior Vice President, Chris-Craft; 42 1994
Director, BHC(1)
Evan C Thompson............ Executive Vice President, Chris-Craft and 54 1982
President, Television Division; Director,
UTV
INCUMBENT DIRECTORS -- ONE-YEAR REMAINING TERM
T. Chandler Hardwick, Headmaster, Blair Academy, independent 44 1994
III...................... secondary school
David F. Linowes........... Professor of Political Economy and Public 79 1958
Policy and Boeschenstein Professor Emeritus,
University of Illinois
John C. Bogle.............. Chairman of the Board, The Vanguard Group, 67 1996
Inc. and of the Investment Companies in the
Vanguard Group; Director, The Mead
Corporation
Herbert J. Siegel.......... Chairman of the Board and President, 68 1959
Chris-Craft; Chairman of the Board, BHC;
Director, UTV
</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. 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.
The Board of Directors notes with deep regret the death in December 1996 of
Alvin R. Rozelle, a Chris-Craft director for 28 years.
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 1996. 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 and Linowes. The Committee held one
meeting during 1996. The Board Compensation Committee Report on Executive
Compensation appears on page 12.
Chris-Craft's Board of Directors held six meetings during 1996.
VOTING SECURITIES OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The management of Chris-Craft has been informed that, as of February 28,
1997, 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, 1997, 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 * 48,114 * 99,020 *
Lawrence R. Barnett....... 50,900 20.5% 2,037,542 22.5% 3,194,221 12.7%
John C. Bogle............. -- -- -- -- 10,463 *
T. Chandler Hardwick,
III..................... -- -- -- -- 21,306 *
Jeane J. Kirkpatrick...... -- -- -- -- 10,926 *
David F. Linowes.......... 6,545 2.6% 143,543 1.8% 241,036 1.1%
Joelen K. Merkel(7)....... -- -- 21,983 * 105,923 *
Norman Perlmutter......... -- -- 6,064 * 40,918 *
James J. Rochlis.......... 16,199 6.5% 1,032,841 12.4% 1,823,551 7.7%
Herbert J. Siegel(8)...... 152,057 61.3% 4,945,447 44.2% 7,548,106 25.7%
John C. Siegel(9)......... -- -- 501,351 6.3% 662,753 2.9%
William D. Siegel(9)...... -- -- 556,815 7.0% 728,986 3.1%
Evan C Thompson(10)....... 130 * 692,432 8.7% 1,468,370 6.2%
All directors and
executive officers as a
group, including those
named above (14
persons)(11)............ 225,309 90.8% 8,760,147 68.7% 13,500,328 38.7%
Boston Partners Asset
Management, L.P., Boston
Partners, Inc., and
Desmond John
Heathwood(12)........... -- -- -- -- 1,138,181 5.1%
The Capital Group
Companies, Inc. and
Capital Research
and Management
Company(13)............. -- -- -- -- 1,530,320 6.8%
The Equitable Companies
Incorporated(14)........ -- -- 1,190,444 14.9% 1,239,067 5.2%
Gabelli Funds, Inc.,
GAMCO Investors, Inc.,
and Mario J.
Gabelli(15)............. -- -- 650,492 8.2% 4,540,252 19.6%
The Gabelli Equity Trust
Inc.(15)(16)............ -- -- 526,791 6.6% 852,593 3.7%
</TABLE>
- ---------------
* Less than 1%.
(1) The address of Boston Asset Management, L.P., Boston Partners, Inc., and
Desmond John Heathwood is One Financial Center, 43rd Floor, Boston MA
02111; the address of The Capital Group Companies, Inc. and Capital
Research and Management Company is 333 South Hope Street, Los Angeles, CA
90071; the address of The Equitable Companies Incorporated is 787 Seventh
Avenue, New York, NY 10019; the address of Gabelli Funds, Inc. ("GFI"),
GAMCO Investors, Inc. ("GAMCO"), and Mario J. Gabelli and The Gabelli
Equity Trust Inc. is One Corporate Center, Rye, NY 10580; the address of
each other beneficial owner named in the table is c/o Chris-Craft
Industries, Inc., 767 Fifth Avenue, New York, NY 10153. Laifer Capital
Management, Inc., 45 West 45th Street, New York, NY 10036, filed a Schedule
13G dated February 3, 1997 with the SEC stating that it owns beneficially
4,300 shares of Prior Preferred Stock (5.9% of the class), respecting which
voting power is disclaimed as to 800 shares and disposition power is shared
as to 1,200 shares.
(Notes continued on next page)
4
<PAGE> 7
(2) Each share of $1.40 Convertible Preferred Stock is convertible into
10.64091 shares of Common Stock and 21.28180 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,
as defined in Chris-Craft's certificate of incorporation, such share is
convertible into 31.92271 shares of Common Stock. Each share of Class B
Common Stock is convertible into one share of Common Stock.
(3) At December 31, 1996, (a) the Trustee of the Chris-Craft Employees' Stock
Purchase Plan (the "Stock Purchase Plan") held 370,026 shares of Class B
Common Stock, 587,152 shares of Common Stock and 246 shares of $1.40
Convertible Preferred Stock (representing 4.6%, 2.6% and less than 1% of
the outstanding shares of the respective classes at February 28, 1997), and
(b) the Trustees under the Chris-Craft Profit Sharing Plan (the "Profit
Sharing Plan") held 159,135 shares of Class B Common Stock (representing
2.0% of the outstanding shares of the class at February 28, 1997). 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, 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, 1996. 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,
1996. If, at February 28, 1997, the shares of $1.40 Convertible Preferred
Stock held in the Stock Purchase Plan at December 31, 1996 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 6.7% of the Class B Common Stock that would have
been outstanding; if, at February 28, 1997, the shares of $1.40 Convertible
Preferred Stock held in the Stock Purchase Plan at December 31, 1996 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 also 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 4.9% 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 under the 1994
Director Stock Option Plan immediately following the 1997 annual meeting of
stockholders: Howard Arvey, 26,910; Lawrence R. Barnett, 26,910; John C.
Bogle, 5,463; T. Chandler Hardwick, III, 21,306; Jeane J. Kirkpatrick,
10,926; David F. Linowes, 26,910; Norman Perlmutter, 26,910; James J.
Rochlis, 26,910.
(7) Ownership includes 54,320 shares of Common Stock issuable pursuant to
currently exercisable stock options.
(Notes continued on next page)
5
<PAGE> 8
(8) Ownership includes 318,270 shares of Common Stock issuable pursuant to a
currently exercisable stock option and 490,531 shares of Class B Common
Stock held in a trust of which Mr. Siegel and his wife are trustees and
excludes 65,944 shares of Class B Common Stock owned by Mr. Siegel's wife.
(9) Ownership includes 147,909 shares of Common Stock issuable pursuant to
currently exercisable stock options.
(10) Ownership includes 324,725 shares of Common Stock issuable pursuant to
currently exercisable stock options.
(11) Ownership includes all shares held in the Stock Purchase Plan and the
Profit Sharing Plan, as of December 31, 1996 (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 65,573 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
Preferred Stock, 215,591 shares of Class B Common Stock and 466,386 shares
of Common Stock were held for the accounts of employees other than
executive officers.
(12) The named owners share voting and investment power respecting the
referenced shares. Information is furnished herein in reliance on Schedule
13G of the named owners dated February 7, 1997, filed with the SEC.
(13) Voting power is disclaimed as to 1,442,320 shares. Information herein is
furnished in reliance on Schedule 13G of the named owners dated February 9,
1996, filed with the SEC.
(14) Voting power is disclaimed as to 22,964 shares of Common Stock, and voting
power is shared as to 100 shares. Information is furnished herein in
reliance on Amendment Nos. 8 and 15 to Schedule 13G of The Equitable
Companies Incorporated, dated February 12, 1997, 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 AXA Courtage Assurance Mutuelle, as a group.
(15) Voting power is disclaimed as to 101,940 shares held by GAMCO and 948,206
shares of Common Stock and 65,560 shares of Class B Common Stock held by
GFI. Information is furnished herein in reliance on Amendment No. 28 to
Schedule 13D of the named owners dated February 28, 1997, filed with the
SEC. Amounts exclude shares referred to in Note 16.
(16) GFI has investment power respecting the referenced shares. Information is
furnished herein in reliance on Amendment No. 4 to Schedule 13G of the
named owner dated February 12, 1997, filed with the SEC.
6
<PAGE> 9
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
John C. Bogle.................................................................... --
T. Chandler Hardwick, III........................................................ --
Jeane J. Kirkpatrick............................................................. --
David F. Linowes................................................................. 151
Joelen K. Merkel(3).............................................................. 200
Norman Perlmutter................................................................ --
James J. Rochlis(2).............................................................. 1,109
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.
7
<PAGE> 10
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)(2)................................................. 243,532 2.6%
John C. Bogle............................................................. -- --
T. Chandler Hardwick, III................................................. -- --
Jeane J. Kirkpatrick...................................................... -- --
David F. Linowes.......................................................... -- --
Joelen K. Merkel.......................................................... -- --
Norman Perlmutter(2)...................................................... 8,500 *
James J. Rochlis.......................................................... -- --
Herbert J. Siegel(1)(3)................................................... 241,532 2.6%
John C. Siegel(1)......................................................... 242,532 2.6%
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)............................. 277,032 3.0%
</TABLE>
- ---------------
* Less than 1%.
(1) As of December 31, 1996, (a) the Trustee of the Employees' Stock Purchase
Plan of UTV (the "UTV Stock Purchase Plan") held 231,532 shares of UTV
Common Stock (representing 0.0% of the outstanding shares at February 28,
1997), 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, 1997). 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, 1996.
(2) Includes with respect to the following directors the indicated numbers of
shares issuable on exercise of options previously granted under UTV's 1995
Director Stock Option Plan or to be granted thereunder immediately following
UTV's 1997 annual meeting of stockholders: Lawrence R. Barnett, 2,000;
Norman Perlmutter, 6,500.
(3) Ownership excludes 666 shares owned by the director's wife.
8
<PAGE> 11
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, 1996.
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................... 1996 1,000,041 2,249,895 -- 864,695(2)
Chairman of the Board 1995 975,650 2,437,950 -- 1,113,609
and President 1994 950,000 1,916,745 318,270 864,850
Joelen K. Merkel.................... 1996 312,000 220,000 -- 48,344(3)
Vice President 1995 300,000 275,000 -- 90,502
and Treasurer 1994 250,000 300,000 53,043 85,918
John C. Siegel...................... 1996 551,000 400,000 -- 69,862(4)
Senior Vice President 1995 530,000 350,000 -- 133,607
1994 500,000 350,000 53,043 129,009
William D. Siegel................... 1996 551,000 400,000 -- 69,342(5)
Senior Vice President 1995 530,000 350,000 -- 133,339
1994 500,000 350,000 53,043 128,734
Evan C Thompson..................... 1996 1,000,041 2,225,180 -- 540,925(6)
Executive Vice President 1995 975,650 2,540,440 -- 798,764
and President, Television 1994 950,000 2,245,660 212,178 448,414
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
$241,018 with respect to the Stock Purchase Plan and $9,276 with respect to
the Profit Sharing Plan; also includes $35,430 reported as income of the
named individual with respect to premiums paid on "split-dollar" life
insurance policies and $578,971 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
$39,068 with respect to the Stock Purchase Plan and $9,276 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
$60,586 with respect to the Stock Purchase Plan and $9,276 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
$60,066 with respect to the Stock Purchase Plan and $9,276 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
$268,480 with respect to the Stock Purchase Plan and $9,276 with respect to
the Profit Sharing Plan; also includes $263,169 credited to a deferred
compensation account.
9
<PAGE> 12
The following table sets forth information concerning each exercise of
stock options during 1996 by each of the named individuals, along with the
year-end value of unexercised options. No option was granted to any executive
officer during 1996.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT FISCAL YEAR-END(#) AT FISCAL YEAR-END($)
SHARES ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------- --------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Herbert J. Siegel..... 0 0 318,270 -- 2,816,148 --
Joelen K. Merkel...... 0 0 54,320 17,681 575,031 148,114
John C. Siegel........ 0 0 147,909 17,681 1,908,065 141,447
William D. Siegel..... 0 0 147,909 17,681 1,908,065 141,447
Evan C Thompson....... 0 0 324,725 -- 3,532,576 --
</TABLE>
Chris-Craft entered into employment agreements with Herbert J. Siegel and
Evan C Thompson, as of January 1, 1994.
The 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, 2000. Annual base salary is currently $1,033,043, 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 $598,077 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.
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.
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<PAGE> 13
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 premiums on these policies are paid 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.
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 employment agreement ("Mr. Thompson's agreement") provides
for his continued service until December 31, 1999 on substantive terms similar
to those specified in Mr. Siegel's agreement, except that there are two
automatic one-year renewal terms, unless Mr. Thompson gives contrary notice
respecting the first or either party gives contrary notice respecting the
second; annual deferred compensation is currently in the amount of $271,853,
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
11
<PAGE> 14
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, $280,913, $520,654, $633,218 and
$1,079,153, 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, 1997, has accrued an additional annual benefit of $960,377 under
the current pension plan, including the Benefit Equalization 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 payment 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 two 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 remaining executive officers are not directly responsible for the
operating results of particular businesses. Their salaries for 1996 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 were
based on
12
<PAGE> 15
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
13
<PAGE> 16
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
1991 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: 1992-1996
<TABLE>
<CAPTION>
MEASUREMENT PERIOD CHRIS-CRAFT COM- S&P BROADCAST S&P 500 STOCK IN-
(FISCAL YEAR COVERED) MON MEDIA DEX
<S> <C> <C> <C>
1991 100 100 100
1992 131 122 108
1993 151 171 118
1994 146 159 120
1995 189 208 165
1996 186 170 203
</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
Each director who is not a Chris-Craft employee receives a retainer of
$35,000 per year plus $7,500 per year for service on each of the Audit,
Compensation, and Pension Committees. Pursuant to the 1994 Director Stock Option
Plan, on each annual meeting date, each such director is granted a five-year
option to purchase 5,000 shares of Chris-Craft Common Stock (as constituted when
the plan was adopted in 1994), at a price per share equal to the market price
per share on the date of grant.
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 1996, 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, for which he received a $25,000 bonus in 1996, and Chris-Craft
environmental matters. Chris-Craft also pays premiums for health insurance for
these consultants, which totaled $4,697 for Mr. Barnett and $2,001 for Mr.
Rochlis in 1996.
14
<PAGE> 17
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 1996, as more fully described under Compensation of Directors.
Laurey J. Barnett, who is the daughter of Lawrence R. Barnett, a director
of Chris-Craft, continued during 1996 to serve UTV as Vice President and
Director of Programming. Her salary and bonus for 1996 aggregated $325,000; she
received a monthly automobile allowance of $800; 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 essentially the same terms.
A son of Lawrence R. Barnett, a director of Chris-Craft and UTV, is a
principal of the firm of Gipson Hoffman & Pancione, which performed legal
services for certain Chris-Craft subsidiaries during 1996 for fees aggregating
$662,117 and is expected to perform similar services during 1997.
SECTION 16(A) BENEFICIAL OWNERSHIP COMPLIANCE
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 1996 all filing
requirements applicable to directors and executive officers were timely complied
with, except that Ann L. Siegel, the wife of Herbert J. Siegel, did not report
until August 1996 that she had become a "10% beneficial owner" in November 1995
.
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 412 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: Dominican Sisters of Hope, 205 Avenue C, Apt. 10E, New
York, New York 10009, 3,226; and the Sisters of St. Ursula, 139 South Mill Road,
Rhinebeck, New York 12572, 2,340.
"REQUEST FOR CHRIS-CRAFT DIVERSITY REPORT
"In 1996 Texaco settled the largest racial discrimination lawsuit in U.S.
history, reported to cost the company and its stockholders $170 million. In
addition Texaco's public image suffered greatly and the company faced a consumer
boycott. In 1996 the Wall Street Journal reported that Shoney's earnings for the
fiscal year 1992 posted a direct loss of $26.6 million as a result of settling a
racial discrimination suit for $134.5 million. The high cost of discrimination,
the potential loss of government contracts and the financial consequences of a
damaged corporate image resulting from discrimination requires shareholders to
make this issue a high priority. The bi-partisan Glass Ceiling Commission study
explains that a positive diversity record has impact on the bottomline. This
report is important for shareholders because it reveals that in the U.S. we
select from less than 50% of the total talent in our work force. Women and
minorities comprise 57% of the work force, yet represent only 3% of executive
management positions. Women who were awarded more than half of all master
degrees represent less than 5% or senior-level management positions. This is a
serious limit on our ability to select the most talented people for our top
management positions. More than 150 major employers publicly report on work
diversity to their shareholders: Primary examples are Capital Cities/ABCs
Commitment Report, U.S. Air Affirming Workplace Diversity and Amoco's Diverse
Work Force. These companies and many others regularly provide such reports
describing their progress and challenges. We believe Chris-Craft should publish
an updated report. The Glass Ceiling Commission recommends that '...both public
and private sectors work toward increased public disclosure of diversity data.'
15
<PAGE> 18
"THEREFORE BE IT RESOLVED: the shareholders request the board of directors
prepare an updated Chris-Craft Diversity Report. 1. The Chris-Craft Diversity
Report shall include the EEO-1 report in the standard federal government
categories according to their gender and race in each of the nine major EEOC
defined job categories for the previous five years. 2. A summary description of
any Affirmative Action policies and programs to improve performance, including
job categories where women and minorities are underutilized. 3. A description of
any policies and programs oriented specifically toward increasing the number of
managers who are qualified females and/or ethnic minorities. 4. A description of
how the company is working to increase its business with female and minority
suppliers and service providers. 5. A description of Chris-Craft's diversity
training programs and steps being taken to improve them. 6. A listing of each
pending case where Chris-Craft has been sued, charging discrimination on the
basis of race, gender, religion, physical disability, the potential financial
jeopardy for the company and steps being taken to settle these cases. 7. A
summary of results of a new 'Diversity Assessment Survey' and 'Employee Survey
Results' through which employees evaluate management performance."
MANAGEMENT RECOMMENDATION
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS PROPOSAL.
The Company's policy is to comply with all laws, including those applicable
to equal opportunity, while seeking the best qualified individuals to work in
all of its operations. Chris-Craft and its subsidiaries do not discriminate on
the basis of race, sex, color, religion, national origin, disability, or veteran
status and already fully comply with extensive reporting obligations covering
diversity and equal employment issues to several Federal government agencies.
The U.S. Department of Labor utilizes EEO-1 report information on a confidential
basis, and we believe this treatment is appropriate. We believe that a Board
report of the type sought in the proposal would be redundant and an unnecessary
corporate expense, and would interfere in the employment-related aspects of the
Company's day-to-day business operations. Similar proposals by several of these
same groups were defeated at our 1994, 1995 and 1996 annual meetings, and none
has ever received so much as 3% of the vote.
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, 1997. 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, 1996. 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
16
<PAGE> 19
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, 1997.
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 1996 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
17
<PAGE> 20
CHRIS-CRAFT INDUSTRIES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
P
LAWRENCE R. BARNETT, JAMES J. ROCHLIS and BRIAN C. KELLY, and each of
R them, each with full power of substitution, hereby are authorized to
vote, by a majority of those or their substitutes present and acting at
O 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
X would be entitled, if personally present, to vote at its 1997 annual
meeting of stockholders and at any adjournment thereof, upon such
Y 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:
HOWARD ARVEY, LAWRENCE R. BARNETT, JAMES J. ROCHLIS AND JOHN C. SIEGEL
PLEASE COMPLETE, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY.
SEE REVERSE
SIDE
<PAGE> 21
[X] Please mark votes
as in this example.
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.
FOR AUTHORITY WITHHELD
ALL AS TO ALL
NOMINEES NOMINEES
1. Election of
Directors (see
other side) [ ] [ ]
For, except vote withheld from the following nominee(s).
- ------------------------------------------------
FOR AGAINST ABSTAIN
2. Stockholder
proposal relating to
a diversity report. [ ] [ ] [ ]
FOR AGAINST ABSTAIN
3. Selection of
Price Waterhouse
LLP 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
