<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
[CHRIS CRAFT LETTERHEAD]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 16, 2000
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 Little America Hotel & Towers, 500 South Main
Street, Salt Lake City, Utah 84101, on May 16, 2000, at 9:30 A.M., for the
purpose of considering and acting upon the following matters:
(1) Election of directors.
(2) Adoption of the Management Incentive Compensation Plan.
(3) Ratification of the selection of PricewaterhouseCoopers LLP
("PricewaterhouseCoopers") as auditors of Chris-Craft for the year ending
December 31, 2000.
(4) A stockholder proposal requiring two nominees for each
directorship, if such proposal is brought before the meeting.
(5) 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 20, 2000 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 Salt Lake City television station,
KTVX, 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
April 5, 2000
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 16, 2000 and at any adjournment thereof.
April 5, 2000 is the approximate date on which this Proxy Statement and the
accompanying form of proxy are first being mailed to stockholders.
As of March 20, 2000, the record date for the meeting, Chris-Craft had
outstanding 25,866,091 shares of Common Stock, 7,957,395 shares of Class B
Common Stock, 234,308 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 34.9 votes, or 243.6
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 34.9 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 Norman Perlmutter and
John C. Siegel as directors until the third annual meeting following the May 16,
2000 meeting and until their respective successors are elected and qualified.
Information with respect to each such nominee, as well as the seven present
directors whose terms of office expire at the first or second annual meeting
following the May 16, 2000 meeting, is set forth below:
<TABLE>
<CAPTION>
AGE, HAS SERVED
OTHER POSITIONS WITH CHRIS-CRAFT, PRINCIPAL OCCUPATION FEBRUARY 29, AS DIRECTOR
NAME AND CERTAIN OTHER DIRECTORSHIPS 2000 SINCE
---- ------------------------------------------------------ ------------ -----------
<S> <C> <C> <C>
NOMINEES FOR THREE-YEAR TERM
Norman Perlmutter............ Chairman of the Board of Managers, Perlmutter 66 1975
Investment Co., real estate investments; Director,
Prime Retail, Inc. and United Television, Inc.
("UTV")(1)
John C. Siegel............... Executive Vice President, Chris-Craft; Director, BHC 47 1994
Communications, Inc. ("BHC")(1) and Chairman of the
Board, UTV
INCUMBENT DIRECTORS -- TWO-YEAR REMAINING TERM
Jeane J. Kirkpatrick......... Leavey Professor of Government, Georgetown Uni- 73 1994
versity; Senior Fellow, the American Enterprise
Institute for Public Policy Research
William D. Siegel............ Executive Vice President, Chris-Craft; Director, BHC 45 1994
Evan C Thompson.............. Executive Vice President, Chris-Craft, and Presi- 57 1982
dent, Television Division; Director, UTV
INCUMBENT DIRECTORS -- ONE-YEAR REMAINING TERM
John C. Bogle................ Senior Chairman and Founder, The Vanguard Group, Inc. 70 1996
and of the Investment Companies in the Vanguard
Group; Director, The Mead Corporation
T. Chandler Hardwick, III.... Headmaster, Blair Academy, independent secondary 47 1994
school
David F. Linowes............. Professor of Political Economy and Public Policy and 82 1958
Boeschenstein Professor Emeritus, University of
Illinois
Herbert J. Siegel............ Chairman of the Board and President, Chris-Craft; 71 1959
Chairman of the Board, BHC; Director, UTV
</TABLE>
- ---------------
(1) UTV is a majority owned subsidiary of BHC Communications, Inc., 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 deepest appreciation the decades of
contributions received from retiring directors Howard Arvey, Lawrence R. Barnett
and James J. Rochlis.
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 auditing 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 1999. Its members
are Messrs. Arvey, Bogle and Linowes.
The Compensation Committee makes recommendations to the Board with respect
to the compensation of officers. It also determines and certifies whether
performance goals and other terms of agreements with certain executives are
satisfied. Its members are Messrs. Arvey, Linowes and Perlmutter. The committee
held one meeting during 1999. The Board Compensation Committee Report on
Executive Compensation appears on pages 14-15.
Chris-Craft's Board of Directors held five meetings during 1999.
VOTING SECURITIES OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The management of Chris-Craft has been informed that, as of February 29,
2000, 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 29, 2000, 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 * 52,574 * 107,761 *
Lawrence R. Barnett....... 50,654 21.6% 1,477,950 16.2% 2,105,464 7.5%
John C. Bogle............. -- -- -- -- 28,639 *
T. Chandler Hardwick,
III..................... -- -- -- -- 35,762 *
Jeane J. Kirkpatrick...... -- -- -- -- 23,176 *
David F. Linowes.......... 6,145 2.6% 146,468 1.8% 254,781 *
Joelen K. Merkel(7)....... -- -- 24,043 * 109,000 *
Norman Perlmutter......... -- -- 6,624 * 60,927 *
James J. Rochlis.......... 15,953 6.8% 809,850 9.7% 1,706,353 6.3%
Herbert J. Siegel(8)...... 142,569 60.8% 4,872,845 43.2% 6,886,706 21.0
John C. Siegel(9)......... -- -- 866,136 10.9% 1,605,830 6.0%
William D. Siegel(9)...... -- -- 650,158 8.2% 793,871 3.0%
Evan C Thompson(10)....... -- -- 756,649 9.5% 1,590,899 5.9%
All directors and
executive officers as a
group, including those
named above (14
persons)(10)............ 215,421 91.9% 9,214,891 71.0% 14,139,111 36.6%
Capital Research
and Management
Company(12)............. -- -- -- -- 1,718,040 6.6%
AXA, AXA Assurances
I.A.R.D. Mutuelle, AXA
Assurances Vie,
Mutuelle, AXA Conseil
Vie Assurance Mutuelle,
AXA Courtage Assurance
Mutuelle, and AXA
Financial Inc. (formerly
known as The Equitable
Companies
Incorporated(13)........ -- -- 1,229,798 15.4% 1,483,386 5.5%
Gabelli Funds, LLC,
GAMCO Investors, Inc.,
and Mario J.
Gabelli(14)............. -- -- 620,610 7.8% 5,514,142 20.8%
The Gabelli Equity Trust
Inc.(15)................ -- -- 575,629 7.2% 575,629 2.2%
</TABLE>
- ---------------
* Less than 1%.
(1) The address of Capital Research and Management Company is 333 South Hope
Street, Los Angeles, CA 90071; the address of AXA is 9 Place Vendome, 75001
Paris France, of AXA Assurances I.A.R.D. Mutuelle and AXA Assurances Vie
Mutuelle is 21, rue de Chateaudun, 75009 Paris France, of AXA Conseil Vie
Assurance Mutuelle is 100-101 Terrasse Boieldieu, 92042 Paris La Defense
France, of AXA Courtage Assurance Mutuelle is 26, rue Louis le Grand, 75002
Paris France, and of AXA Financial, Inc. (formerly known as The Equitable
Companies Incorporated) is 1290 Avenue of the Americas, New York, NY 10104;
the address of Gabelli Funds, Inc. ("GFI"), GAMCO Investors, Inc., 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.
(Notes continued on next page)
4
<PAGE> 7
(2) Each share of $1.40 Convertible Preferred Stock is convertible into
11.62760 shares of Common Stock and 23.25520 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 34.88280 shares of Common Stock. Each share of Class B
Common Stock is convertible into one share of Common Stock.
(3) At December 31, 1999, the Trustee of the Chris-Craft/UTV Employees' Stock
Purchase Plan (the "Stock Purchase Plan") held 285,883 shares of Class B
Common Stock and 674,684 shares of Common Stock (representing 3.6% and 2.6%
of the outstanding shares of the respective classes at February 29, 2000).
A committee appointed by the Board of Directors of Chris-Craft to
administer the Stock Purchase Plan, comprised of James J. Rochlis, John C.
Siegel, and another Chris-Craft executive officer, is empowered to direct
voting of the shares held by the Trustee of that plan. The numbers of
shares set forth in the table with respect to each named executive officer
other than John C. Siegel include, with respect to the Stock Purchase Plan,
only shares vested at December 31, 1999. The numbers of shares set forth in
the table with respect to the named members of the Stock Purchase Plan
Committee and all directors and executive officers as a group include all
shares held in the Stock Purchase Plan as of December 31, 1999. If, at
February 29, 2000, the Class B Common Stock held in the Stock Purchase Plan
at December 31, 1999 had been converted, and the Common Stock issuable upon
such conversions had been added to the Common Stock then held in such plan,
the shares of Common Stock held in the plan would represent 3.7% 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 1994
Director Stock Option Plan or to be granted under the 1994 Director Stock
Option Plan immediately following the 2000 annual meeting of stockholders:
Howard Arvey, 28,970; Lawrence R. Barnett, 28,970; John C. Bogle, 23,176;
T. Chandler Hardwick, III, 34,764; Jeane J. Kirkpatrick, 23,176; David F.
Linowes, 34,764; Norman Perlmutter, 34,764; James J. Rochlis, 28,970.
(7) Ownership includes 39,483 shares of Common Stock issuable pursuant to
currently exercisable stock options.
(8) Ownership includes 347,781 shares of Common Stock issuable pursuant to a
currently exercisable stock option and excludes 72,057 shares of Class B
Common Stock owned by Mr. Siegel's wife and 37,711 shares of Class B Common
Stock held by her as trustee.
(9) Ownership includes 58,365 shares of Common Stock issuable pursuant to
currently exercisable stock options.
(10) Ownership includes 290,216 shares of Common Stock issuable pursuant to
currently exercisable stock options and 3,836 shares of Common Stock held
by the Evan C Thompson Foundation.
(11) Ownership includes all shares held in the Stock Purchase Plan, as of
December 31, 1999 (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 39,483 shares of Common Stock issuable
pursuant to currently
(Notes continued on next page)
5
<PAGE> 8
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, 114,059 shares of
Class B Common Stock and 540,751 shares of Common Stock were held for the
accounts of employees other than executive officers.
(12) Voting power is disclaimed as to all shares. Information herein is
furnished in reliance on Amendment No. 2 to Schedule 13G of the named owner
dated February 10, 2000, filed with the SEC.
(13) Voting power is shared as to 1,229,798 shares of Class B Common Stock, and
investment power is shared as to 191,589 shares of Common Stock.
Information is furnished herein in reliance on Amendment Nos. 11 and 18 to
Schedule 13G of the named owners, each dated February 10, 2000, filed with
the SEC.
(14) Voting power is disclaimed as to 68,208 shares. Information is furnished
herein in reliance on Amendment No. 32 to Schedule 13D of the named owners
dated June 28, 1999, filed with the SEC. Amounts exclude shares referred to
in Note 15.
(15) GFI has investment power respecting the referenced shares. Information is
furnished herein in reliance on Amendment No. 7 to Schedule 13G of the
named owner dated February 14, 2000, 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......................................... --
John C. Bogle............................................... --
T. Chandler Hardwick, III................................... --
Jeane J. Kirkpatrick........................................ --
David F. Linowes............................................ 151
Joelen K. Merkel(2)......................................... 200
Norman Perlmutter........................................... --
James J. Rochlis(3)......................................... 1,109
Herbert J. Siegel........................................... 229
John C. Siegel.............................................. --
William D. Siegel(3)........................................ 540
Evan C Thompson............................................. --
All Chris-Craft directors and executive officers as a group,
including those named above (14 persons)(3)............... 2,570
</TABLE>
- ---------------
(1) Each amount shown represents less than 1% of the class.
(2) Shares are owned jointly with the executive officer's husband.
(3) Ownership includes 309 shares held in the Chris-Craft Profit Sharing Plan,
of which James J. Rochlis, William D. Siegel, and another Chris-Craft
executive officer are Trustees.
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)...................................... 4,000 *
John C. Bogle............................................... -- --
T. Chandler Hardwick, III................................... -- --
Jeane J. Kirkpatrick........................................ -- --
David F. Linowes............................................ -- --
Joelen K. Merkel............................................ -- --
Norman Perlmutter(1)........................................ 11,500 *
James J. Rochlis(2)......................................... 207,676 2.2%
Herbert J. Siegel........................................... -- --
John C. Siegel(2)........................................... 220,070 2.3%
William D. Siegel........................................... -- --
Evan C Thompson(2).......................................... 35,000 *
All Chris-Craft directors and executive officers as a group,
including those named above (14 persons)(2)............... 270,570 2.8%
</TABLE>
- ---------------
* Less than 1%.
(1) 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 2000 annual meeting of stockholders: Lawrence R. Barnett, 4,000;
Norman Perlmutter, 9,500.
(2) As of December 31, 1999, (a) the Trustee of the Stock Purchase Plan held
209,070 shares of UTV Common Stock (representing 2.2% of the outstanding
shares at February 29, 2000), and (b) the Trustees of the UTV Profit Sharing
Plan held 10,000 shares of UTV Common Stock (representing less than 1% of
the outstanding shares at February 29, 2000). John C. Siegel, Evan C
Thompson, and another executive officer of UTV are the Trustees of the UTV
Profit Sharing Plan empowered to vote and dispose of the shares held by that
plan. The numbers of shares set forth in the table with respect to all
Chris-Craft directors and executive officers as a group include all shares
held in the Stock Purchase Plan and the UTV Profit Sharing Plan as of
December 31, 1999, and the numbers of shares set forth respecting the named
members of the Stock Purchase Plan and the named Trustees of the UTV Profit
Sharing Plan include the respective numbers of shares held in those plans as
of such date.
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, 1999.
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................... 1999 1,067,414 2,513,700 -- 1,023,509(2)
Chairman of the Board 1998 1,050,604 2,133,810 -- 1,154,186
and President 1997 1,033,043 2,124,300 -- 1,222,257
Joelen K. Merkel.................... 1999 432,607 250,000 268,449 137,463(3)
Senior Vice President 1998 334,215 250,000 -- 92,429
and Treasurer 1997 324,480 220,000 -- 126,035
John C. Siegel...................... 1999 719,155 600,000* 425,099 218,833(4)
Executive Vice President 1998 590,190 600,000 -- 147,212
1997
573,000 900,000* -- 300,143
William D. Siegel................... 1999 719,155 600,000** 425,099 218,484(5)
Executive Vice President 1998 590,190 600,000 -- 146,872
1997
573,000 1,500,000** -- 374,728
Evan C Thompson..................... 1999 1,067,414 2,139,280 475,099 778,893(6)
Executive Vice President 1998 1,050,604 1,727,100 -- 798,577
and President, Television 1,033,043 1,950,060 -- 1,166,215
Division 1997
</TABLE>
- ---------------
* Includes for 1999 $600,000 and for 1997 $500,000 paid by a BHC subsidiary.
** Includes for 1999 $600,000 and for 1997 $1,100,000 paid by a BHC subsidiary.
(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
$343,728 with respect to the Profit Sharing Plan; also includes $61,804
reported as income of the named individual with respect to premiums paid on
"split-dollar" life insurance policies and $617,977 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
$47,870 with respect to the Stock Purchase Plan and $63,760 with respect to
the Profit Sharing Plan; also includes $25,833 credited to a deferred
compensation account.
(4) Reflects Chris-Craft contributions, or accruals under the Benefit
Equalization Plan in lieu of contributions and forfeiture allocations, of
$63,464 with respect to the Stock Purchase Plan and $90,786 with respect to
the Profit Sharing Plan; also includes $64,583 credited to a deferred
compensation account.
(5) Reflects Chris-Craft contributions, or accruals under the Benefit
Equalization Plan in lieu of contributions and forfeiture allocations, of
$63,115 with respect to the Stock Purchase Plan and $90,786 with respect to
the Profit Sharing Plan; also includes $64,583 credited to a deferred
compensation account.
(6) Reflects Chris-Craft contributions, or accruals under the Benefit
Equalization Plan in lieu of contributions and forfeiture allocations, of
$215,765 with respect to the Stock Purchase Plan and $282,229 with respect
to the Profit Sharing Plan; also includes $280,899 credited to a deferred
compensation account.
9
<PAGE> 12
The following table sets forth information regarding each grant of stock
options made during 1999 to each of the named individuals.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
NUMBER OF ANNUAL RATES OF STOCK
SECURITIES PERCENT OF TOTAL PRICE APPRECIATION FOR
UNDERLYING OPTIONS GRANTED OPTION TERM
OPTIONS GRANTED TO EMPLOYEES IN EXERCISE PRICE EXPIRATION -----------------------
NAME (#) FISCAL YEAR ($/SH) DATE 5%($) 10%($)
---- --------------- ---------------- -------------- ---------- ----- ------
<S> <C> <C> <C> <C> <C> <C>
Herbert J. Siegel....... 0 0 -- -- -- --
Joelen K. Merkel........ 46,350(1) 1.68 46.6626 1/7/04 597,545 1,320,418
72,099(1) 2.61 46.6626 1/7/09 2,115,807 5,361,870
150,000(2) 5.43 57.5000 9/27/09 5,424,216 13,746,029
John C. Siegel.......... 65,672(1) 2.38 46.6626 1/7/04 846,644 1,870,863
6,427(1) .23 51.3289 1/7/04 91,143 201,402
103,000(1) 3.73 46.6626 1/7/09 3,022,623 7,659,921
250,000(2) 9.05 57.5000 9/27/09 9,040,360 22,910,048
William D. Siegel....... 65,672(1) 2.38 46.6626 1/7/04 846,644 1,870,863
6,427(1) .23 51.3289 1/7/04 91,143 201,402
103,000(1) 3.73 46.6626 1/7/09 3,022,623 7,659,921
250,000(2) 9.05 57.5000 9/27/09 9,040,360 22,910,048
Evan C Thompson......... 72,100(1) 2.61 46.6626 1/7/04 929,514 2,053,984
102,999(1) 3.73 46.6626 1/7/09 3,022,594 7,659,847
300,000(2)(3) 10.86 57.5000 9/27/09 10,848,432 27,492,057
</TABLE>
- ---------------
(1) Option becomes exercisable in three equal annual installments commencing on
the first anniversary of the grant and may be exercised on a cumulative
basis at any time before expiration.
(2) Option becomes exercisable as to 50% of the shares covered thereby on the
fourth anniversary of the date of grant and as to the remaining shares on
the fifth anniversary of date of grant or fully exercisable for nine months
on holder's death or disability.
(3) Option becomes exercisable as to 30% of the shares covered thereby, upon Mr.
Thompson's termination of his employment term pursuant to his employment
agreement (other than on one year's notice), before a change in control, for
90 days from the termination date; and fully exercisable, upon his
termination of employment pursuant to his employment agreement, after a
change in control, until the tenth anniversary of the date of grant.
The following table sets forth information concerning each exercise of
stock options during 1999 by each of the named individuals, along with the
year-end value of unexercised options.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT FISCAL YEAR-END(#) AT FISCAL YEAR-END($)
SHARES ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Herbert J. Siegel.... 0 0 347,781 -- 14,771,268 --
Joelen K. Merkel..... 23,373 781,799 -- 268,449 -- 5,213,352
John C. Siegel....... 57,958 1,150,097 -- 425,099 -- 8,084,700
William D. Siegel.... 57,958 2,308,562 -- 425,099 -- 8,084,700
Evan C Thompson...... 0 0 231,850 475,099 9,847,342 8,845,940
</TABLE>
10
<PAGE> 13
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 provides for his continued
service as Chief Executive Officer for a term ending December 31, 2000. Annual
base salary is currently $1,096,234, subject to adjustment ("COLA adjustment"),
to reflect consumer price level increases. Deferred compensation, currently in
the amount of $634,662 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.
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.
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 his
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, plus an amount equal to the mean performance bonuses theretofore paid
to him multiplied by the number of years remaining in the employment term. If
Mr. Siegel dies during the employment term, his estate is to receive for each of
the three following 12-month periods an amount equal to "Average Annual
Compensation"; and in the event of his disability, Mr. Siegel is to receive,
annually for the remainder of the employment term, an amount equal to one-half
of his Average Annual Compensation. "Average Annual Compensation" generally
means the executive's average base salary plus bonus for a specified period
prior to the event. Additionally, if any payment to Mr. Siegel pursuant to the
agreement should be subject to the excise tax imposed on "golden parachutes" by
Section 4999 of the Code, Chris-Craft will pay on his behalf or reimburse him in
an amount equal to the sum of the excise tax and related interest and penalties,
if any, plus any income taxes (and related penalties and interest) that may
become payable by Mr. Siegel arising from Chris-Craft's compliance with such
payment or reimbursement obligations, such that he would be in the same position
as he would have been had no excise tax been imposed.
Mr. Siegel's agreement entitles him to a cash bonus for each year of his
employment equal to 1 1/2% of the amount by which Chris-Craft "Pre-tax Income"
exceeds $36,000,000. "Pre-tax Income" means Chris-Craft income before provision
for income taxes and minority interest, as reported in Chris-Craft's 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
11
<PAGE> 14
$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. 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, as amended in 1999, provides for his
continued service with Chris-Craft until December 31, 2004. Annual base salary
is currently $1,096,234, subject to COLA adjustment, and deferred compensation
is currently $575,000, subject to COLA adjustment, plus any other current
compensation that would not be deductible pursuant to Section 162(m) of the
Code. Chris-Craft will match, cumulatively, up to $100,000 of Mr. Thompson's
charitable contributions during each year of the employment term, in addition to
matching his contributions under any other charitable gift matching program of
Chris-Craft or any Chris-Craft subsidiary.
Mr. Thompson is entitled to a bonus equal to 1% of the amount by which
Chris-Craft's "TV Broadcast Cash Flow" for each year exceeds $20 million, up to
$50 million, and 2% of the amount by which TV Broadcast Cash Flow exceeds $50
million. The bonus computation will be adjusted if Chris-Craft acquires, in one
or more transactions, additional television stations having aggregate mean TV
Broadcast Cash Flow exceeding $10 million for the three fiscal years of each
such television station prior to its acquisition by Chris-Craft, or disposes of
a television station having mean TV Broadcast Cash Flow exceeding $5 million for
the three fiscal years prior to its disposition by Chris-Craft. TV Broadcast
Cash Flow for purposes of the bonus calculation means operating income plus
depreciation and amortization of goodwill and programming contracts, minus
payments on programming contracts. The Board of Directors will consider
adjusting the bonus calculation and formulae if and at such time as Chris-Craft
shall own 10 or more television stations or Mr. Thompson shall have chief
operating responsibility for a business owned by Chris-Craft that derives
revenues exceeding $25,000,000 other than from television broadcasting.
Following the employment term, through May 31, 2007, Mr. Thompson is to
provide Chris-Craft up to 240 hours per year of consulting services, for a fee
of $250,000 per year, subject to COLA adjustment from December 31, 1993. During
the consulting term, Mr. Thompson is entitled to the same medical and health
benefits that Chris-Craft provides its senior executives. During the employment
term and consulting term, Mr. Thompson may not compete with Chris-Craft.
Mr. Thompson is entitled to terminate the employment term (i) on one year's
notice or (ii) on 30 days' notice if (a) he is not continued in the positions he
currently holds with Chris-Craft or UTV, (b) Chris-Craft reduces the authority,
responsibilities, prerogatives or benefits to which Mr. Thompson is entitled
under his employment agreement or (c) Chris-Craft otherwise materially breaches
the agreement. If Mr. Thompson terminates the employment term pursuant to clause
(ii) above, or Chris-Craft terminates the employment term other than for cause
or disability, Chris-Craft must pay him a lump sum equal to the sum of (a) the
base salary and deferred compensation to which he would have been entitled
through the contractual employment term and the highest performance bonus paid
to him in the preceding five years, (b) all consulting fees that would have been
payable, without any COLA adjustment, plus (c) a prorated bonus for the year in
which the termination occurs.
If Mr. Thompson dies during the employment term, Chris-Craft will pay his
estate over the 12 months following his death an amount equal to the mean annual
compensation (including bonus) for the three fiscal years ended before his
death; if Chris-Craft terminates his employment due to disability, Chris-Craft
will pay him monthly through the date that the employment term otherwise would
have ended at a rate equal to one half of Mr. Thompson's mean annual
compensation for the three fiscal years ended before his disability. Chris-
Craft will pay the consulting fee to Mr. Thompson's estate until the earlier of
one year from the date of death or the end of the consulting term, and, if the
consulting term is terminated on account of his disability, Chris-Craft will pay
him through the end of the consulting term at a rate equal to one-half the
consulting fee.
During 1999, Chris-Craft entered into employment agreements with five
executives, including Messrs. John Siegel and William Siegel and Mrs. Merkel,
substantively similar to Mr. Thompson's
12
<PAGE> 15
employment agreement, as amended, except as follows. Base salaries of Messrs.
John Siegel and William Siegel are $800,000, each, subject to increase by
$50,000 on each of January 1, 2001, 2002, and 2003 and by a COLA adjustment on
January 1, 2004, and Mrs. Merkel's base salary is $550,000, subject to increase
by $25,000 on January 1, 2001 and 2002 and by a COLA adjustment on January 1,
2003 and 2004. Deferred compensation for each of Messrs. John Siegel and William
Siegel is $250,000 and for Mrs. Merkel $100,000, subject to COLA adjustment. The
cumulative annual amount of charitable contributions to be matched is $50,000
for each of Messrs. John Siegel and William Siegel and $25,000 for Mrs. Merkel;
the consulting term is five years, and the consulting fee is $250,000 for each
of Messrs. John Siegel and William Siegel and $100,000 for Mrs. Merkel, subject
to COLA adjustment from the beginning of the consulting term. The noncompetition
period extends for a year after the employment or consulting term, and each
executive's stock options fully vest on death or termination of the employment
term for disability.
The employment agreements of Messrs. John Siegel and William Siegel and
Mrs. Merkel entitle them to participate in the 2000 Management Incentive
Compensation Plan, if it is approved by stockholders at the 2000 annual meeting.
See Management Incentive Compensation Plan.
Pursuant to the amendment of Mr. Thompson's employment agreement and the
employment agreements of Messrs. John Siegel and William Siegel and Mrs. Merkel,
Chris-Craft granted them ten-year stock options to purchase 300,000, 250,000,
250,000, and 150,000 shares of Chris-Craft common stock, respectively, at a per
share purchase price equal to the fair market value of a share of Chris-Craft
common stock on the date of grant. See the table captioned Option Grants in Last
Fiscal Year and the notes thereto for further information.
CHANGE OF CONTROL
In addition to the agreement provisions described above, Messrs. Thompson,
John Siegel, William Siegel and Mrs. Merkel each have the right to terminate
their employment term after a change of control if their authorities, duties and
responsibilities are materially reduced thereafter, or for any reason, during a
specified 90 day period following the change. In addition, after such a change
Mr. Thompson may also terminate his employment if Chris-Craft fails to pay him a
minimum bonus as defined in his agreement. In the event of such a termination,
(i) Mr. Thompson is entitled to receive a lump sum equal to three times his (a)
then current base salary and deferred compensation and (b) highest performance
bonus paid in the past five years; (ii) Messrs. John Siegel, William Siegel and
Mrs. Merkel are entitled to receive a lump sum equal to three times their (c)
respective base salary plus (d) for Messrs. John Siegel and William Siegel, the
maximum performance bonus for the year of termination, and for Mrs. Merkel, 30%
of base salary. If Mr. Thompson terminates his employment under the minimum
bonus provision, he is also entitled to receive an amount equal to the excess of
the minimum bonus over the bonus actually paid for each year from the change of
control through the year prior to termination. Each of Messrs. Thompson, John
Siegel and William Siegel and Mrs. Merkel are also entitled to receive in a lump
sum all consulting fees (without any COLA adjustment) that would have been
payable under their agreements, as well as prorated salary and bonus for the
year of termination. Chris-Craft must also maintain medical and health insurance
coverage for each of the executives for three years (or in Mr. Thompson's case,
to the scheduled end of his consulting term.)
------------------------
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 Merkel, John Siegel, William
Siegel and Evan Thompson, $402,316, $762,670, $918,652 and $1,108,424,
respectively. Herbert Siegel, who has reached age 65, is currently receiving an
annual benefit of $1,122,327 under the predecessor and current pension plans,
including the Benefit Equalization Plan.
Under the Executive Deferred Income Plan, Chris-Craft in 1983 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.
13
<PAGE> 16
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 Siegel, William 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 Siegel, William
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. Premiums
for insurance on each plan participant's life are paid through policy loans
involving no direct out-of-pocket cost to Chris-Craft and since 1987,
Chris-Craft has made no payment under the plan with respect to the participation
of any executive officer, other than for interest on policy loans and disability
waiver premiums.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee"),
which is comprised of three directors who have never been employees of
Chris-Craft, is responsible for reviewing the recommendations of the Chief
Executive Officer ("CEO") and making recommendations to the Board of Directors
with respect to the salaries, bonuses, and other forms of compensation,
including stock option grants, of Chris-Craft's executive officers.
The Committee seeks to attract and retain executive officers of the highest
caliber and motivate them to maximize the success of Chris-Craft's businesses by
linking their compensation to performance. Each executive officer's cash
compensation consists of two components: base salary and annual bonus.
Base salary and bonus for the CEO and the Executive Vice President and
President, Television Division are fixed by their respective employment
agreements, as described under Executive Compensation.
The remaining executive officers are not directly responsible for the
operating results of particular businesses. Their salaries for 1999 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 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-500 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. Chris-Craft's
policy with respect to Section 162(m) of the Code for the other executive
officers is that their compensation should be fully deductible.
HOWARD ARVEY DAVID F. LINOWES NORMAN PERLMUTTER
14
<PAGE> 17
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-500 index, assuming the investment of $100 in each in December
1994 and the monthly reinvestment of dividends. Additionally, the graph measures
against the performance of a peer group of companies which more accurately
reflects television broadcasting without the influence of other media sectors
such as cable, newspapers, billboards, etc. The group includes Granite
Broadcasting, Sinclair Broadcast Group, Young Broadcasting, Hearst-Argyle
Television and Paxson Communications. The performance shown on the graph is not
necessarily indicative of future performance.
CHRIS-CRAFT INDUSTRIES, INC.
TOTAL RETURN TO SHAREHOLDERS: 1994-1999
[PERFORMANCE LINE GRAPH]
<TABLE>
<CAPTION>
CHRIS-CRAFT BROADCAST (TV, TV BROADCAST PEER
INDUSTRIES, INC. S&P 500 INDEX RADIO, CABLE) GROUP
---------------- ------------- -------------- -----------------
<S> <C> <C> <C> <C>
Dec94 100.00 100.00 100.00 100.00
Dec95 129.12 137.58 130.91 116.80
Dec96 126.85 169.17 107.31 124.90
Dec97 165.69 225.60 176.55 161.90
Dec98 157.20 290.08 273.88 164.30
Dec99 242.36 351.12 478.44 148.20
</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 1999, each for compensation of $75,000 annually, and are continuing, on a
year-to-year basis, to serve as consultants for the same compensation. Mr.
Rochlis received a $75,000 bonus for 1999. 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
15
<PAGE> 18
Chris-Craft. Mr. Barnett consults respecting films and other media entertainment
for broadcast by Chris-Craft. Mr. Rochlis consults with respect to Chris-Craft's
Industrial Division and Chris-Craft environmental matters. Chris-Craft also pays
a portion of the premiums for health insurance for these consultants, which
totaled $6,719 for Mr. Barnett and $2,843 for Mr. Rochlis in 1999.
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 1999, 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 1999 to serve UTV as Vice President and
Director of Programming. Her salary and bonus for 1999 aggregated $365,000; 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,
except that her salary is $190,000.
A son of Lawrence R. Barnett, a director of Chris-Craft, is a principal of
the firm of Gipson Hoffman & Pancione, which performed legal services for
certain Chris-Craft subsidiaries during 1999 and is expected to perform similar
services during 2000.
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 1999 all filing
requirements applicable to directors and executive officers were timely complied
with.
MANAGEMENT INCENTIVE COMPENSATION PLAN
The Board of Directors has adopted the 2000 Management Incentive
Compensation Plan (the "Plan"), subject to stockholder approval. The Board of
Directors believes that the Plan is desirable to promote the achievement of
year-to-year and long range financial and other business objectives; attract and
retain key employees; and reward performance of individual officers in
fulfilling their responsibilities.
The Plan is set forth as Exhibit A to this Proxy Statement, and the
following description is qualified in its entirety by this reference thereto.
The Plan will be administered by the Compensation Committee, which may
grant awards to Chris-Craft officers who are employees in its sole discretion.
Four employees are currently eligible to participate in the plan in respect of
the year 2000; thereafter, six of Chris-Craft's current employees will be
eligible to participate.
Each award will be evidenced by an agreement in such form as the committee
determines from time to time. The committee will specify with respect to each
award performance goals that must be met as a condition to an officer's
receiving payment of any award. Performance goals may include Chris-Craft's
attainment of a specified amount of pre-tax income (without regard to losses and
direct expenses attributable to United Paramount Network), percentage of return
on equity, earnings per share, increases in revenues, reductions in operating
expenses, or increases in the price of Chris-Craft's stock or achievement of
special projects, including settlement of litigation or disputes with tax
authorities. In no event will any award to any of Chris-Craft's executive
officers participating in the plan exceed $2.5 million for any year.
The committee will have authority to determine whether and the extent that
awards may be settled, cancelled, forfeited, or surrendered; to make adjustments
in performance goals in recognition of unusual or nonrecurring events affecting
Chris-Craft or its financial statements or in response to changes in applicable
law or accounting principles; to interpret the plan or any award; to prescribe
rules relating to the plan; and to make any other determination deemed necessary
or advisable for administration of the plan. All decisions of the committee will
be final and binding on all persons, including Chris-Craft, any plan
participant, or any
16
<PAGE> 19
Chris-Craft stockholder. The plan is intended to comply with Section 162(m) of
the Internal Revenue Code and will be interpreted to so comply.
Awards may not be transferred, except by will or the laws of descent and
distribution, and neither the plan nor any award shall entitle a participant to
continued employment with Chris-Craft. Chris-Craft's board or the compensation
committee may amend or terminate the plan at any time, except that no amendment
required by Section 162(m) of the Internal Revenue Code to be approved by
stockholders shall become effective without such approval, and no amendment
shall adversely affect any participant without the participant's consent.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ADOPTION OF THE 2000
MANAGEMENT INCENTIVE COMPENSATION PLAN.
RATIFICATION OF SELECTION OF AUDITORS
The stockholders are to take action upon ratification of the selection of
PricewaterhouseCoopers as auditors of Chris-Craft for its fiscal year ending
December 31, 2000. Representatives of PricewaterhouseCoopers 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.
PricewaterhouseCoopers was the independent accountant for Chris-Craft for its
fiscal year ended December 31, 1999. If the selection of PricewaterhouseCoopers
is not ratified, or prior to the next annual meeting of stockholders such firm
shall decline to act or otherwise become incapable of acting, or if its
engagement shall be otherwise discontinued by the Board of Directors, the Board
of Directors will appoint other independent accountants whose selection for any
period subsequent to the next annual meeting will be presented for stockholder
approval at such meeting.
STOCKHOLDER PROPOSAL
Richard A. Dee, 115 East 89(th) Street, New York, New York 10128, record
owner of 99 shares of $1.40 Convertible Preferred Stock, has submitted the
following proposal:
"Stockholders of publicly-owned corporations do not 'elect' Directors.
Directors are 'selected' by incumbent directors and managements -- stockholders
merely 'ratify' or approve director selections much as they ratify selections of
auditors. The term 'Election of Directors' is misused in corporate proxy
materials for many years to refer to the process by which directors are
empowered. The term is inappropriate - and it is misleading. With no choice of
candidates, there is no election. Incumbent directors are anxious to protect
their absolute power over corporate activities. The root of that power is
control of Corporate Governance -- which is assured by control of board
composition. Unfortunately, the 'Elective Process Rights' of stockholders are
being ignored. Approval of this Corporate Governance proposal will provide
Chris-Craft stockholders with a choice of director candidates - an opportunity
to vote for those whose qualifications and views they favor. And approval will
provide stockholders with 'duly elected' representatives.
"In a democracy, those who govern are duly elected by those whom they
represent - and they are accountable to those who elect them. Continuing in
public office requires satisfying constituents, not just nominators. Corporate
directors take office unopposed - and answer only to fellow directors. It is
hereby requested that the Board of Directors adopt promptly a resolution that
will require two candidates to be nominated for each directorship to be filled
by voting of stockholders at annual meetings. In addition to customary personal
background information, Proxy Statements shall include a statement by each
candidate as to why he or she believes they should be elected. As long as
incumbents are permitted to propose only the number of so - called 'candidates'
as there are directorships to be filled - and as long as it is impossible,
realistically, for stockholders to utilize successfully their right to nominate
and elect directors - there will be no practical means for stockholders to bring
about director turnover - until this or a similar proposal is adopted. Turnover
reduces the possibility of inbreeding and provides sources of new ideas,
viewpoints, and approaches. The 'pool' from which corporate directors are
selected must be expanded from the current preponderance of senior executives to
include younger people, including many more women, with varied backgrounds that
qualify them well to represent the stockholders. On November 16, 1999, when this
proposal was submitted, 7 of Chris-Craft's 12 directors were over 70, 3 were
academics, 3 were family members, and only 6 were Outside Directors. Although
Delaware law provides for nominees to be selected by incumbents, approval of
this
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proposal will enable Chris-Craft stockholders to replace any or all directors if
they become dissatisfied with them - or with the results of corporate policies
and/or performance. Not a happy prospect even for those able to nominate their
possible successors!
"The benefits that will accrue to Chris-Craft stockholders from Directors
that have been democratically-elected, and who are willing to have their
respective qualifications reviewed and weighed carefully by stockholders, far
outweigh any arguments raised by those who are accustomed to being
'selected' - and who are determined to maintain their absolute power over the
Corporate Governance process.
"PLEASE VOTE FOR THIS PROPOSAL."
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS PROPOSAL.
Finding qualified individuals available to serve on a board of directors is
difficult, time-consuming, and costly. The Board of Directors believes that the
best interests of Chris-Craft and Chris-Craft stockholders would not be served,
if the directors were required each year to invest their time and energies in
identifying an alternative candidate to each incumbent nominated for reelection.
Such endeavors would distract Board members from Chris-Craft's business.
Chris-Craft's board of directors is highly qualified. The Board of
Directors doubts that the most desirable candidates for director would be
willing to submit to an election process of the kind that is proposed. The Board
believes it has a duty to recommend to stockholders, for election, those
individuals who are best qualified among those available to serve on the Board.
Proposing alternates to nominees whom the Board considers most qualified would
be inconsistent with fulfillment of this responsibility.
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 December 6, 2000. The persons named on the form of proxy to be sent
in connection with the solicitation of proxies on behalf of Chris-Craft's Board
of Directors for Chris-Craft's 2001 annual meeting of stockholders will vote in
their own discretion on any matter as to which Chris-Craft shall not have
received notice by February 19, 2001.
GENERAL
CHRIS-CRAFT'S 1999 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 may 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 $8,000 for these services, in
addition to reimbursement of certain expenses.
By Order of the Board of Directors,
BRIAN C. KELLY, Secretary
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EXHIBIT A
CHRIS-CRAFT INDUSTRIES, INC.
2000 MANAGEMENT INCENTIVE COMPENSATION PLAN
1. PURPOSE.
The purposes of the Chris-Craft Industries, Inc. 2000 Management Incentive
Compensation Plan are to reinforce corporate, organizational and
business-development goals; to promote the achievement of year-to-year and
long-range financial and other business objectives; to attract and retain key
employees; and to reward the performance of individual officers in fulfilling
their personal responsibilities for long-range achievements.
2. DEFINITIONS.
The following terms, as used herein, shall have the following meanings:
(a) "Award" shall mean an annual incentive compensation award, granted
pursuant to the Plan, which is contingent upon the attainment of
Performance Goals with respect to a Performance Period.
(b) "Award Agreement" shall mean any written agreement, contract, or
other instrument or document between the Company and a Participant
evidencing an Award.
(c) "Board" shall mean the Board of Directors of the Company.
(d) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(e) "Committee" shall mean the Compensation Committee of the Board.
(f) "Company" shall mean Chris-Craft Industries, Inc. and subsidiaries
and any successor thereto.
(g) "Covered Employee" shall have the meaning set forth in Section
162(m)(3) of the Code.
(h) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
(i) "Executive Officer" shall mean an officer of the Company who is an
"executive officer" within the meaning of Rule 3b-7 promulgated under the
Exchange Act.
(j) "Participant" shall mean an officer of the Company who is,
pursuant to Section 4 of the Plan, selected to participate herein;
provided, however, that neither Herbert Siegel nor Evan Thompson shall be a
Participant with respect to fiscal year 2000.
(k) "Performance Goal" shall mean the criteria and objectives,
determined by the Committee, which must be met during the applicable
Performance Period as a condition of the Participant's receipt of payment
with respect to an Award. Performance Goals may include any or all of the
following: (i) attainment of any amount of Pre-Tax Income of the Company
during a Performance Period; (ii) attainment of a percentage of Return on
Equity for a Performance Period; (iii) attainment of specified earnings per
share, increases in revenues, reductions in operating expenses, or
increases in stock price; and (iv) achievement of special projects,
including but nor limited to settlement of litigation and/or disputes with
taxing authorities. With respect to participants who are not Executive
Officers, Performance Goals shall also include such personal performance
goals as the Committee shall, from time to time, establish.
(l) "Performance Period" shall mean the Company's fiscal year.
(m) "Plan" shall mean the Chris-Craft Industries, Inc. Management
Incentive Compensation Plan.
(n) "Pre-Tax Income" shall mean the Company's income before provision
for income taxes and minority interest for the Performance Period
determined in accordance with generally accepted accounting principles and
reported in the Company's audited financial statements for such Performance
Period, but without regard to losses and direct expenses attributable to
United Paramount Network.
(o) "Return on Equity" shall mean the quotient obtained by dividing
(i) Consolidated Net Income for a Performance Period by (ii) the common
shareholders' equity as of the end of the year preceding the Performance
Period, as reported in the Company's audited financial statements for such
year.
<PAGE> 22
3. ADMINISTRATION.
The Plan shall be administered by the Committee. The Committee shall have
the authority in its sole discretion, subject to and not inconsistent with the
express provisions of the Plan, to administer the Plan and to exercise all the
powers and authorities either specifically granted to it under the Plan or
necessary or advisable in the administration of the Plan, including, without
limitation, the authority to grant Awards; to determine the persons to whom and
the time or times at which Awards shall be granted; to determine the terms,
conditions, restrictions and performance criteria, including Performance Goals,
relating to any Award; to determine whether, to what extent, and under what
circumstances an Award may be settled, cancelled, forfeited, or surrendered; to
make adjustments in the Performance Goals in recognition of unusual or non-
recurring events affecting the Company or the financial statements of the
Company, or in response to changes in applicable laws, regulations, or
accounting principles; to construe and interpret the Plan and any Award; to
prescribe, amend and rescind rules and regulations relating to the Plan; to
determine the terms and provisions of Award Agreements; and to make all other
determinations deemed necessary or advisable for the administration of the Plan.
The Committee shall consist of two or more persons each of whom shall be an
"outside director" within the meaning of Section 162(m) of the Code. The
Committee may appoint a chairperson and a secretary and may make such rules and
regulations for the conduct of its business as it shall deem advisable, and
shall keep minutes of its meetings. All determinations of the Committee shall be
made by a majority of its members either present in person or participating by
conference telephone at a meeting or by written consent. The Committee may
delegate to one or more of its members or to one or more agents such
administrative duties as it may deem advisable, and the Committee or any person
to whom it has delegated duties as aforesaid may employ one or more persons to
render advice with respect to any responsibility the Committee or such person
may have under the Plan. All decisions, determinations and interpretations of
the Committee shall be final and binding on all persons, including the Company,
the Participant (or any person claiming any rights under the Plan from or
through any participant) and any shareholder.
No member of the Board or the Committee shall be liable for any action
taken or determination made in good faith with respect to the Plan or any Award
granted hereunder.
4. ELIGIBILITY.
Awards may be granted to officers of the Company in the sole discretion of
the Committee. Subject to Section 5(b) below, in determining the persons to whom
Awards shall be granted and the Performance Goals relating to each Award, the
Committee shall take into account such factors as the Committee shall deem
relevant in connection with accomplishing the purposes of the Plan.
5. TERMS OF AWARDS.
Awards granted pursuant to the Plan, shall be evidenced by an Award
Agreement in such form as the Committee shall from time to time approve, and the
terms and conditions of such Awards shall be set forth therein.
(a) In General. The Committee shall specify with respect to a Performance
Period the Performance Goals applicable to each Award. Performance Goals may
include a level of performance below which no payment shall be made and levels
of performance at which specified percentages of the Award shall be paid. Award
levels for any Performance Period may be expressed as a dollar amount or as a
percentage of the Participant's annual base salary. Unless otherwise provided by
the Committee in connection with specified terminations of employment, payment
in respect of Awards shall be made only if and to the extent the Performance
Goals with respect to such Performance Period are attained.
(b) Special Provisions Regarding Awards. Notwithstanding anything to the
contrary contained in this Section 5, in no event shall payment in respect of
Awards granted for a Performance Period be made to a Participant who is a
Covered Employee in an amount that exceeds $2.5 million.
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<PAGE> 23
(c) Time and Form of Payment. Unless otherwise determined by the
Committee, all payments in respect of Awards granted under this Plan shall be
made, in cash, within a reasonable period after the end of the Performance
Period. In the case of Participants who are Covered Employees, unless otherwise
determined by the Committee, such payments shall be made only after achievement
of the Performance Goals has been certified by the Committee.
6. GENERAL PROVISIONS.
(a) Compliance with Legal Requirements. The Plan and the granting and
payment of Awards, and the other obligations of the Company under the Plan and
any Award Agreement or other agreement shall be subject to all applicable
federal and state laws, rules and regulations, and to such approvals by any
regulatory or governmental agency as may be required.
(b) Nontransferability. Awards shall not be transferable by a Participant
except by will or the laws of descent and distribution.
(c) No Right to Continued Employment. Nothing in the Plan or in any Award
granted or any Award Agreement or other agreement entered into pursuant hereto
shall confer upon any Participant the right to continue in the employ of the
Company or to be entitled to any remuneration or benefits not set forth in the
Plan or such Award Agreement or other agreement or to interfere with or limit in
any way the right of the Company to terminate such Participant's employment.
(d) Withholding Taxes. Where a Participant or other person is entitled to
receive a cash payment pursuant to an Award hereunder, the Company shall have
the right to reduce the payment by the required tax withholding amounts.
(e) Amendment, Termination and Duration of the Plan. The Board or the
Committee may at any time and from time to time alter, amend, suspend, or
terminate the Plan in whole or in part; provided that no amendment that requires
shareholder approval in order for the Plan to continue to comply with Code
Section 162(m) shall be effective unless the same shall be approved by the
requisite vote of the shareholders of the Company. Notwithstanding the
foregoing, no amendment shall affect adversely any of the rights of any
Participant, without such Participant's consent, under any Award theretofore
granted under the Plan.
(f) Participant Rights. No Participant shall have any claim to be granted
any Award under the Plan, and there is no obligation for uniformity of treatment
for Participants.
(g) Unfunded Status of Awards. The Plan is intended to constitute an
"unfunded" Plan for incentive compensation. With respect to any payments not yet
made to a Participant pursuant to an Award, nothing contained in the Plan or any
Award shall give any such Participant any rights that are greater than those of
a general creditor of the Company.
(h) Governing Law. The Plan and all determinations made and actions taken
pursuant hereto shall be governed by the laws of the State of Delaware without
giving effect to the conflict of laws principles thereof.
(i) Effective Date. The Plan shall take effect upon its adoption by the
Board; provided, however, that the Plan shall be subject to the requisite
approval of the shareholders of the Company in order to comply with Section
162(m) of the Code. In the absence of such approval, the Plan (and any Awards
theretofore made pursuant to the Plan) shall be null and void.
(j) Beneficiary. A Participant may file with the Committee a written
designation of a beneficiary on such form as may be prescribed by the Committee
and may, from time to time, amend or revoke such designation. If no designated
beneficiary survives the Participant, the executor or administrator of the
Participant's estate shall be deemed to be the grantee's beneficiary.
(k) Interpretation. The Plan is designed and intended to comply, to the
extent applicable, with Section 162(m) of the Code, and all provisions hereof
shall be construed in a manner to so comply.
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<PAGE> 24
CHRIS-CRAFT INDUSTRIES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
BRIAN C. KELLY, JAMES J. ROCHLIS and WILLIAM D. SIEGEL, and each of them,
each with full power of substitution, hereby are authorized to vote, by a
P majority of those or their substitutes present and acting at the meeting
R or, if only one shall be present and acting, then that one, all of the
O shares of Chris-Craft Industries, Inc. that the undersigned would be
X entitled, if personally present, to vote at its 2000 annual meeting of
Y stockholders and at any adjournment thereof, upon such business as may
properly come before the meeting, including the items set forth on the
reverse side and in the notice of annual meeting and the proxy statement.
ELECTION OF DIRECTORS, NOMINEES: CHANGE OF ADDRESS:
---------------------------
NORMAN PERLMUTTER, JOHN C. SIEGEL
---------------------------
---------------------------
PLEASE COMPLETE, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY.
SEE REVERSE
SIDE
<PAGE> 25
[X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
Unless otherwise specified, this proxy will be voted FOR Proposals 1, 2, and 3
and AGAINST Proposal 4. The Board of Directors recommends a vote FOR Proposals
1, 2, and 3 and AGAINST Proposal 4.
FOR ALL AUTHORITY WITHHELD
NOMINEES AS TO ALL NOMINEES
1. Election of
Directors (see
other side). [ ] [ ]
For, except vote withheld from the following nominee(s):
- ---------------------------------------------------------------
FOR AGAINST ABSTAIN
2. Adoption of the
Management Incentive
Compensation Plan. [ ] [ ] [ ]
FOR AGAINST ABSTAIN
3. Selection of
PricewaterhouseCoopers
LLP as auditors. [ ] [ ] [ ]
FOR AGAINST ABSTAIN
4. Stockholder Proposal
Requiring Two Nominees
for each Directorship. [ ] [ ] [ ]
Mark here for Address Change and note on reverse. [ ]
Mark here if you plan to attend the annual meeting. [ ]
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
