FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
/ X / ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1996
------------------------------
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
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Commission file number 1-2999
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A. Full title of the plan and address of the plan, if
different from that of the issuer named below:
CHRIS-CRAFT INDUSTRIES, INC.
EMPLOYEES' STOCK PURCHASE PLAN
B. Name of issuer of the securities held pursuant to the
plan and address of its principal executive office:
CHRIS-CRAFT INDUSTRIES, INC.
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
<PAGE>
CHRIS-CRAFT INDUSTRIES, INC.
---------------------------
EMPLOYEES' STOCK PURCHASE PLAN
------------------------------
(a) Financial Statements and Schedules
The financial statements and schedules included herein are filed
as part of this report.
(b) Consent: Price Waterhouse LLP - Exhibit I
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of
1934, the trustee (or other persons who administer the Plan) has
duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
CHRIS-CRAFT INDUSTRIES, INC.
EMPLOYEES' STOCK PURCHASE PLAN
By: /s/ Joelen K. Merkel
---------------------
Joelen K. Merkel
Vice President and Treasurer
Chris-Craft Industries, Inc.
Date: June 27, 1997
<PAGE>
Report of Independent Accountants
---------------------------------
May 9, 1997
To the Plan Committee of Chris-Craft Industries, Inc.
Employees' Stock Purchase Plan
In our opinion, the accompanying statements of net assets available for plan
benefits, and the related statements of changes in net assets available for
plan benefits present fairly, in all material respects, the net assets
available for plan benefits of the Chris-Craft Industries, Inc. Employees'
Stock Purchase Plan (the "Plan") at December 31, 1996 and 1995, and the
changes in net assets available for plan benefits for each of the three years
in the period ended December 31, 1996, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of
the Plan Committee; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
the attached schedules is presented for purposes of additional analysis and is
not a required part of the basic financial statements but is additional
information required by the Employee Retirement Income Security Act of 1974.
Such information has been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, is fairly stated
in all material respects in relation to the basic financial statements taken
as a whole.
Price Waterhouse LLP
New York, New York
<PAGE>
<TABLE>
CHRIS-CRAFT INDUSTRIES, INC.
---------------------------
EMPLOYEES' STOCK PURCHASE PLAN
------------------------------
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
----------------------------------------------------
<CAPTION>
December 31,
-----------------------
1996 1995
----------- ----------
<S> <C> <C>
ASSETS
------
INVESTMENTS IN CHRIS-CRAFT INDUSTRIES, INC.,
at market:
$1.40 convertible preferred stock; 246
shares (cost $2,509) in 1996 and 1995 $ 323,936 $ 329,748
Class B common stock; 370,026 shares
(cost $967,025) in 1996, 360,670 shares
(cost $970,854) in 1995 15,263,573 15,598,978
Common stock; 588,652 shares
(cost $13,443,755) in 1996, 526,977 shares
(cost $10,905,877) in 1995 24,281,895 22,791,755
----------- -----------
39,869,404 38,720,481
----------- -----------
CASH AND CASH EQUIVALENTS 246,845 590
----------- -----------
CONTRIBUTIONS RECEIVABLE:
Participants 27,896 126,285
Employer 27,896 126,285
----------- -----------
55,792 252,570
----------- -----------
LIABILITIES
-----------
DUE TO BROKERS 62,090 -
EXCESS CONTRIBUTIONS PAYABLE TO PLAN PARTICIPANTS 127,627 28,681
----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $39,982,324 $38,944,960
=========== ===========
The accompanying notes to financial statements are
an integral part of these statements.
</TABLE>
<PAGE>
<TABLE>
CHRIS-CRAFT INDUSTRIES, INC.
----------------------------
EMPLOYEES' STOCK PURCHASE PLAN
------------------------------
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------------------
<CAPTION>
Year Ended December 31,
----------------------------------------
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
ADDITIONS:
Contributions -
Participant $ 1,620,067 $ 1,357,460 $ 1,115,128
Employer 1,620,067 1,357,460 1,115,128
----------- ----------- -----------
3,240,134 2,714,920 2,230,256
Net unrealized appreciation in
market value of investments - 7,933,385 -
Dividend and interest income 1,185,461 905,272 895,045
----------- ----------- -----------
4,425,595 11,553,577 3,125,301
----------- ----------- -----------
DEDUCTIONS:
Distributions to participants
upon termination or withdrawal (1,374,291) (2,813,938) (1,698,652)
Excess contributions to be
returned to Plan participants (127,627) (28,681) -
Net unrealized depreciation in
market value of investments (1,886,313) - (2,033,105)
----------- ----------- -----------
(3,388,231) (2,842,619) (3,731,757)
----------- ----------- -----------
INCREASE (DECREASE) IN PLAN EQUITY 1,037,364 8,710,958 (606,456)
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, BEGINNING OF YEAR 38,944,960 30,234,002 30,840,458
----------- ----------- -----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, END OF YEAR $39,982,324 $38,944,960 $30,234,002
=========== =========== ===========
The accompanying notes to financial statements are
an integral part of these statements.
</TABLE>
<PAGE>
CHRIS-CRAFT INDUSTRIES, INC.
----------------------------
EMPLOYEES' STOCK PURCHASE PLAN
------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
(1) SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES:
BASIS OF ACCOUNTING -
The Plan's accounting records are maintained on the accrual method.
INVESTMENT PROGRAM, CONTRIBUTIONS AND DISTRIBUTIONS -
Under the provisions of the Chris-Craft Industries, Inc. (the Company)
Employees' Stock Purchase Plan (the Plan), employees of Chris-Craft and its
subsidiaries who are participants in the Plan may contribute monthly, at their
election, 2%, 4% or 6% of their compensation, as defined, toward the purchase
of Chris-Craft common stock or $1.40 convertible preferred stock. The Company
is required to contribute monthly 25% of the participants' aggregate
contributions and may contribute an additional discretionary amount, so long
as the Company's aggregate contribution is not greater than 100% of the
participants' aggregate contributions for the year. The Company matched 100%
of participants' aggregate contributions for the years ended December 31,
1996, 1995 and 1994.
The Plan provides for administration by a committee of at least three
individuals appointed by the Chris-Craft Board of Directors, with the funds
and securities being held in trust by CoreStates Bank, N.A., as Trustee.
Company contributions may be made in cash or stock. Cash contributions of both
participants and the Company are invested in Chris-Craft common stock;
investment in $1.40 convertible preferred stock also is authorized.
The number of employees participating in the Plan as of December 31, 1996, and
the combined total of contributions of the Company and participants are as
follows:
Number of
Participants Contributions
at Year Ended December 31,
December 31, ----------------------------------
Division 1996 1996 1995 1994
- -------- ------------ ---------- ---------- ----------
Corporate 21 $ 183,108 $ 183,676 $ 172,010
Television 404 2,857,390 2,332,042 1,840,768
Industrial 42 199,636 199,202 217,478
--- ---------- ---------- ----------
467 $3,240,134 $2,714,920 $2,230,256
=== ========== ========== ==========
The shares credited to the account of each participating employee for Company
contributions are determined generally on the basis of the employee's
proportionate share of total employee contributions. Shares may be
distributed upon retirement, death or disability, and provision is also made
for distribution in the event of termination of employment or withdrawal from
the Plan. Forfeiture of varying portions of the stock attributable to the
Company's contributions results from termination of employment or withdrawal
from the Plan within five years after the employee becomes a participant.
Shares forfeited by participants who leave the Plan are generally reallocated
to the accounts of the remaining participants in the Plan on the last day of
the Plan year in which expiration of a one year period of severance from the
date of termination occurs, or, if later, the last day of the Plan year in
which the distribution to the participant has occurred.
(2) UNREALIZED APPRECIATION OF INVESTMENTS:
The Plan carries its investment in Chris-Craft common shares at market value.
Chris-Craft Class B common shares, for which there is no trading market, and
Chris-Craft $1.40 convertible preferred shares, which are traded infrequently,
are carried at the market value of their respective underlying common shares.
Unrealized appreciation represents the excess of such market value over the
aggregate cost of the investments, and is summarized as follows:
Year Ended December 31,
-------------------------------------
1996 1995 1994
----------- ----------- -----------
Unrealized appreciation,
beginning of year $26,841,241 $19,570,325 $21,650,812
Adjustments to reflect
investments at
market value (1,886,313) 7,933,385 (2,033,105)
Stock dividend 1,181,330 901,554 892,577
Unrealized appreciation on
investments distributed
to participants (680,143) (1,564,023) (939,959)
----------- ----------- -----------
Unrealized appreciation,
end of year $25,456,115 $26,841,241 $19,570,325
=========== =========== ===========
Based on May 9, 1997 market values, the unrealized appreciation of Chris-Craft
shares held by the Plan on December 31, 1996 was $28,021,050.
(3) INVESTMENTS IN CHRIS-CRAFT INDUSTRIES, INC.:
Each share of $1.40 convertible preferred stock is redeemable by Chris-Craft
at $40.00 and is convertible into common stock or Class B common stock as set
forth below. Each share of Class B common stock entitles the holder to ten
votes (common stock entitles the holder to one vote per share), is convertible
at all times into common stock on a share-for-share basis, is not transferable
except to specified persons ("Permitted Transferees") and, in general, carries
the same per share dividend and liquidation rights as a share of common stock,
except that Chris-Craft's Board of Directors may at its discretion declare
greater cash dividends per share on the common stock than on the Class B
common stock. No additional Class B shares may be issued without further
shareholder approval, except upon the conversion of $1.40 convertible
preferred shares by holders of record on November 10, 1986 (the record date
for the initial distribution of Class B common stock) or Permitted
Transferees, or in payment of stock dividends or stock splits on outstanding
shares of Class B common stock.
So long as any Class B common stock is outstanding, each share of $1.40
convertible preferred stock will entitle the holder on November 10, 1986, or
Permitted Transferees, to convert such share of $1.40 convertible preferred
stock into 10.64091 shares of common stock and 21.28180 shares of Class B
common stock, and to 222.6 votes (10.96014, 21.92025 and 231.0, respectively,
as adjusted for the 1997 stock dividend described below). The foregoing
special conversion and voting rights will be available to holders of $1.40
convertible preferred stock transferred after November 10, 1986 only under the
same circumstances as those in which the Class B common stock is transferable.
Each share of $1.40 convertible preferred stock transferred after November 10,
1986 entitles its holder (other than a Permitted Transferee) to convert such
share into 31.92271 shares of common stock and 31.9 votes (32.88039 and 32.9,
respectively, as adjusted for the 1997 stock dividend described below).
On January 28, 1997, Chris-Craft's Board of Directors declared a 3% common
stock dividend, payable in April 1997, which will increase by 3% Chris-Craft's
common and Class B common shares outstanding and will also increase by 3% the
number of common shares issuable upon conversion of Chris-Craft's $1.40
convertible preferred stock. Applicable conversion rates will be adjusted
accordingly.
Dividends received consist of the stated cash dividend on the $1.40
convertible preferred stock and common stock dividends of 3%, aggregating
$1,181,674, $901,898, and $892,921 for the years ended December 31, 1996, 1995
and 1994, respectively. The stock dividends were valued using the closing
price of Chris-Craft common stock on the record date.
(4) DISTRIBUTIONS TO PARTICIPANTS FOR TERMINATIONS AND WITHDRAWALS:
Distributions are made to participants, or their designated beneficiaries, in
the event of death, termination of employment or withdrawal from the Plan, in
whole shares of stock, with fractional shares of stock payable in cash.
A participant (or the beneficiary in the case of death) is entitled to a
distribution of 100 percent of his or her account upon termination of
employment by normal retirement, permanent disability or death. A participant
who otherwise terminates and has five or more years of service while a
participant of the Plan receives 100 percent of his or her account. Any
participant who otherwise terminates, having less than five years of
participation in the Plan, receives 100 percent of that part of the
participant's own account attributable to the participant's own contributions
and a percentage of the shares attributable to the Company's contributions, as
follows:
Percentage
Attributable to the
Years of Participation Company's Contributions
---------------------- -----------------------
Less than 2 20
2 but less than 3 40
3 but less than 4 60
4 but less than 5 80
5 or more 100
The dollar amounts of distributions, which are computed using market values of
Chris-Craft shares at dates such shares are ordered to be transferred into the
names of terminated or withdrawn participants, are as follows:
Year Ended December 31,
----------------------------------
1996 1995 1994
---------- ---------- ----------
Balances in participants'
accounts upon termination
or withdrawal $1,518,091 $2,943,466 $1,823,492
Less - Nonvested amounts
not distributed (143,800) (129,528) (124,840)
---------- ---------- ----------
Distributions to participants
upon termination or
withdrawal $1,374,291 $2,813,938 $1,698,652
========== ========== ==========
Participants who had terminated participation in the Plan prior to December
31, 1996 were due 6,341 shares of common and 43 shares of Class B common
stock. Such shares had a market value of $263,340 at December 31, 1996.
(5) FEDERAL TAXES APPLICABLE TO THE PLAN:
All income other than unrelated business income or debt financed income
realized by a trust fund established under a qualified plan is exempt from
federal income taxes. The Internal Revenue Service has determined, most
recently by letter dated April 14, 1994, that the Plan is qualified under
Section 401 of the Internal Revenue Code (the Code) and the related trust
income is exempt from taxation under Section 501(a) of the Code. The Plan has
been amended since receiving the determination letter. The Plan Committee
believes that the Plan has been and will continue to be operated in accordance
with all applicable requirements of the Code.
(6) EXPENSES OF THE PLAN:
Participants' accounts are charged for brokerage fees and transfer taxes
incurred by the Trustee in connection with the purchase of Chris-Craft shares.
The Plan provides that other expenses incurred in connection with its
administration may also be charged to participants' accounts; however, such
expenses have been paid by the Company for each year presented.
<PAGE>
<TABLE>
Schedule I
CHRIS-CRAFT INDUSTRIES, INC.
EMPLOYEES' STOCK PURCHASE PLAN
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1996
MARKET
COST VALUE
----------- -----------
<S> <C> <C>
Cash $ 106,304 $ 106,304
CoreStates Liquidity Fund,
140,541 shares 140,541 140,541
Chris-Craft Industries, Inc. stock:
$1.40 convertible preferred,
246 shares 2,509 323,936
Class B common, 370,026 shares 967,025 15,263,573
Common, 588,652 shares 13,443,755 24,281,895
----------- -----------
Total Investments $14,660,134 $40,116,249
=========== ===========
</TABLE>
<PAGE>
<TABLE>
Schedule II
CHRIS-CRAFT INDUSTRIES, INC.
EMPLOYEES' STOCK PURCHASE PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS <F1> <F2>
FOR THE YEAR ENDED DECEMBER 31, 1996
<CAPTION>
Current
Value
of Asset at
Identity of Purchase Selling Cost of Transaction
Party Involved Description of Asset Price Price Asset Date Net Gain
- -------------- -------------------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
CoreStates CoreStates Liquidity Fund <F3>
Bank, N.A. Purchases, 3,340,981
units in 59 transactions $3,340,981 $ - $3,340,981 $3,340,981 $ -
CoreStates Sales, 3,200,915 units in
Bank, N.A. 26 transactions - 3,200,915 3,200,915 3,200,915 -
Dillon Read Chris-Craft Industries, Inc.
common stock, --
Purchases, 78,060 shares
in 16 transactions 3,253,871 - 3,253,871 3,253,871 -
<FN>
Notes:
<F1> Transactions included herein represent transactions or a series of transactions in securities of the same issue or with
respect to the same issuer in excess of 5% of the quoted market value of Plan assets at the beginning of the year.
<F2> This schedule incorporates all disclosures required by the Department of Labor for assets purchased and sold during the
year.
<F3> This fund is included in cash and cash equivalents in the accompanying Statements of Net Assets Available for Plan
Benefits.
</FN>
</TABLE>
<PAGE>
Exhibit I
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-59275) of Chris-Craft Industries, Inc.
Employees' Stock Purchase Plan of our report dated May 9, 1997, appearing in
this Form 11-K.
Price Waterhouse LLP
New York, New York
June 27, 1997
