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, 1997
------------------------------
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 16, 1998
<PAGE>
Report of Independent Certified Public Accountants
May 8, 1998
To the Plan Committee of Chris-Craft Industries, Inc.
Employees' Stock Purchase Plan
In our opinion, the accompanying statements of net assets
available for benefits, and the related statements of changes in
net assets available for benefits present fairly, in all material
respects, the net assets available for benefits of the Chris-
Craft Industries, Inc. Employees' Stock Purchase Plan (the
"Plan") at December 31, 1997 and 1996, and the changes in net
assets available for benefits for each of the three years in the
period ended December 31, 1997, 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 performed 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 ERISA. Such information has been
subjected to the auditing procedures applied in the audit of the
basic financial statements and, in our opinion, is fairly stated
in all material respects in relation to the basic financial
statements taken as a whole.
Price Waterhouse LLP
Fort Lauderdale, Florida
<PAGE>
<TABLE>
CHRIS-CRAFT INDUSTRIES, INC.
---------------------------
EMPLOYEES' STOCK PURCHASE PLAN
------------------------------
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
-----------------------------------------------
<CAPTION>
December 31,
-----------------------
1997 1996
----------- ----------
ASSETS
------
<S> <C> <C>
INVESTMENTS IN CHRIS-CRAFT INDUSTRIES, INC.,
at market:
$1.40 convertible preferred stock; 246
shares (cost $2,509) in 1997 and 1996 $ 423,135 $ 323,936
Class B common stock; 373,059 shares
(cost $946,006) in 1997, 370,026 shares
(cost $967,025) in 1996 19,515,649 15,263,573
Common stock; 622,955 shares
(cost $15,407,603) in 1997, 588,652 shares
(cost $13,443,755) in 1996 32,588,333 24,281,895
----------- -----------
52,527,117 39,869,404
----------- -----------
CASH AND CASH EQUIVALENTS 294,121 246,845
----------- -----------
CONTRIBUTIONS RECEIVABLE:
Participants 7,454 27,896
Employer 7,454 27,896
----------- -----------
14,908 55,792
----------- -----------
LIABILITIES
-----------
DUE TO BROKERS - 62,090
EXCESS CONTRIBUTIONS PAYABLE TO PLAN PARTICIPANTS 309,400 127,627
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $52,526,746 $39,982,324
=========== ===========
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 BENEFITS
---------------------------------------------------------
<CAPTION>
Year Ended December 31,
----------------------------------------
1997 1996 1995
----------- ----------- -----------
<S> <C> <C> <C>
ADDITIONS:
Contributions -
Participant $ 1,687,781 $ 1,620,067 $ 1,357,460
Employer 1,687,781 1,620,067 1,357,460
----------- ----------- -----------
3,375,562 3,240,134 2,714,920
Net unrealized appreciation in
market value of investments 10,932,902 - 7,933,385
Dividend and interest income 1,230,074 1,185,461 905,272
----------- ----------- -----------
15,538,538 4,425,595 11,553,577
----------- ----------- -----------
DEDUCTIONS:
Distributions to participants
upon termination or withdrawal (2,684,716) (1,374,291) (2,813,938)
Excess contributions to be
returned to Plan participants (309,400) (127,627) (28,681)
Net unrealized depreciation in
market value of investments - (1,886,313) -
----------- ----------- -----------
(2,994,116) (3,388,231) (2,842,619)
----------- ----------- -----------
INCREASE IN PLAN EQUITY 12,544,422 1,037,364 8,710,958
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF YEAR 39,982,324 38,944,960 30,234,002
----------- ----------- -----------
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $52,526,746 $39,982,324 $38,944,960
=========== =========== ===========
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, 1997, 1996 and 1995.
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 the 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, 1997, 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 1997 1997 1996 1995
-------- ------------ ---------- ---------- ----------
Corporate 20 $ 200,298 $ 183,108 $ 183,676
Television 392 2,963,900 2,857,390 2,332,042
Industrial 38 211,364 199,636 199,202
--- ---------- ---------- ----------
450 $3,375,562 $3,240,134 $2,714,920
=== ========== ========== ==========
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.
Excess contributions were calculated and subsequently distributed
to participants in accordance with Internal Revenue Code
Requirements. Such contributions amounted to $309,400 and
$127,627 as of December 31, 1997 and 1996, respectively.
(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,
-------------------------------------
1997 1996 1995
----------- ----------- -----------
Unrealized appreciation,
beginning of year $25,456,115 $26,841,241 $19,570,325
Adjustments to reflect
investments at
market value 10,932,902 (1,886,313) 7,933,385
Stock dividend 1,227,021 1,181,330 901,554
Unrealized appreciation
on investments
distributed to
participants (1,445,039) (680,143) (1,564,023)
----------- ----------- -----------
Unrealized appreciation,
end of year $36,170,999 $25,456,115 $26,841,241
=========== =========== ===========
Based on May 8, 1998 market values, the unrealized appreciation
of Chris-Craft shares held by the Plan on December 31, 1997 was
$41,560,482.
(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 10.96014 shares
of common stock and 21.92025 shares of Class B common stock, and
to 231.0 votes (11.28894, 22.57786 and 237.3, respectively, as
adjusted for the 1998 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 32.88039 shares of common stock and 32.9
votes (33.86680 and 33.9, respectively, as adjusted for the 1998
stock dividend described below).
On January 27, 1998, Chris-Craft's Board of Directors declared a
3% common stock dividend, payable in April 1998, 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 $1,227,365, $1,181,674, and $901,898 for the
years ended December 31, 1997, 1996 and 1995, 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,
----------------------------------
1997 1996 1995
---------- ---------- ----------
Balances in participants'
accounts upon termination
or withdrawal $2,801,814 $1,518,091 $2,943,466
Less - Nonvested amounts
not distributed (117,098) (143,800) (129,528)
---------- ---------- ----------
Distributions to
participants upon
termination or
withdrawal $2,684,716 $1,374,291 $2,813,938
========== ========== ==========
Participants who had terminated participation in the Plan prior
to December 31, 1997 were due 17,944 shares of common and 5,926
shares of Class B common stock. Such shares had a market value
of $1,248,699 at December 31, 1997.
(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>
Schedule I
CHRIS-CRAFT INDUSTRIES, INC.
EMPLOYEES' STOCK PURCHASE PLAN
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1997
MARKET
COST VALUE
----------- -----------
Cash $ 22,610 $ 22,610
CoreStates Liquidity Fund,
271,511 shares 271,511 271,511
Chris-Craft Industries, Inc. stock:
$1.40 convertible preferred,
246 shares 2,509 423,135
Class B common, 373,059 shares 946,006 19,515,649
Common, 622,955 shares 15,407,603 32,588,333
----------- -----------
Total Investments $16,650,239 $52,821,238
=========== ===========
<PAGE>
<TABLE>
Schedule II
CHRIS-CRAFT INDUSTRIES, INC.
EMPLOYEES' STOCK PURCHASE PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS <F1><F2>
FOR THE YEAR ENDED DECEMBER 31, 1997
<CAPTION>
Current
Value
Identity of of Asset at
Party Purchase Selling Cost of Transaction
Involved Description of Asset Price Price Asset Date Net Gain
- ----------- -------------------- ---------- ---------- ---------- ------------ -----------
<S> <C> <C> <C> <C> <C>
CoreStates CoreStates Liquidity Fund
Bank, N.A. Purchases, 3,498,189 units in
42 transactions <F3> $3,498,189 $ - $3,498,189 $3,498,189 $ -
CoreStates Sales, 3,367,219 units
Bank, N.A. in 25 transactions - 3,367,219 3,367,219 3,367,219 -
Dillon Read Chris-Craft Industries, Inc.
common stock, --
Purchases, 73,076 shares
in 16 transactions 3,307,403 - 3,307,403 3,307,403 -
<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 CERTIFIED PUBLIC 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 8, 1998, appearing in this Form 11-K.
Price Waterhouse LLP
Fort Lauderdale, Florida
June 15, 1998
