Exhibit 99.1
Chris-Craft Industries, Inc.
NEWS RELEASE
For Immediate Release Contacts:
Chris-Craft - Brian Kelly - 212-421-0200
BHC - Brian Kelly - 212-421-0200
UTV - Garth Lindsey - 310-281-4844
CHRIS-CRAFT, BHC AND UTV TO BE ACQUIRED BY NEWS CORPORATION
IN CASH AND STOCK TRANSACTIONS
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NEW YORK, NY, AUGUST 14, 2000 - Chris-Craft Industries (NYSE: CCN), BHC
Communications (AMEX: BHC) and United Television (NASDAQ: UTVI), which
together own 10 television stations and other assets, today announced that
they had agreed to be acquired by News Corporation and Fox Television
Stations. News Corporation will pay $5.35 billion, comprising a cash
payment of $2.13 billion and approximately 73 million ADRs representing 292
million News Corporation preferred shares (ASX: NCPDP; NYSE: NWS.A).
The new stations will be operated under Fox Television Stations within News
Corporation's majority-owned subsidiary, Fox Entertainment Group (NYSE:
FOX). Fox Entertainment Group will issue 122.2 million of its shares to
News Corporation in return for the acquired assets, increasing News Corp.'s
equity interest in FEG from 82.76 percent to 85.25 percent.
The transaction, which includes the acquisition of all of the shares of
Chris-Craft Industries, Inc., BHC Communications, Inc., and United
Television, Inc., is expected to be completed News Corporation's fiscal
year ending June 30, 2001. The transaction is subject to certain closing
conditions, including regulatory and shareholder approvals. Chris-Craft,
which owns approximately 80 percent of the common stock and 97 percent of
the voting stock of BHC, has agreed to vote its shares in favor of the BHC
merger. BHC, which owns approximately 57 percent of the common and voting
stock of UTV, has agreed to vote its shares in favor of the UTV merger.
Each Chris-Craft stockholder will receive a combination of $34 in cash and
1.1591 News Corporation preferred ADRs (each representing four preferred
limited voting ordinary shares). Each stockholder will be entitled to elect
to receive instead, subject to the limitation described below, either $85
in cash or 1.9318 preferred ADRs. If this transaction closes after August
13, 2001, the Chris-Craft merger consideration will be increased by $1.00.
Each BHC stockholder will receive a combination of $66 in cash and 2.2278
preferred ADRs. Each stockholder will be entitled to elect to receive
instead, subject to the limitation below, either $165 in cash or 3.7131
preferred ADRs.
Each UTV stockholder will receive a combination of $60 in cash and 2.0253
preferred ADRs. Each stockholder will be entitled to elect to receive
instead, subject to the limitation below, either $150 in cash or 3.3755
preferred ADRs.
News Corporation preferred ADRs closed at $44.125 on Friday. Closing prices
on Friday for Chris-Craft, BHC and UTV were $62.00, $141.75 and $136.00,
respectively.
It is intended that the receipt of the preferred ADRs will be tax-free to
the Chris-Craft, BHC and UTV stockholders. The elections in each merger
are subject to the limitation that 40 percent of the total consideration in
such merger be paid in cash and 60 percent in preferred ADRs.
If the mergers do not receive FCC approval or an IRS ruling enabling them
to be accomplished in a manner that would permit the receipt of the
preferred ADRs to be tax-free, the parties have agreed to modify the
structure of the mergers. In this case, each shareholder will receive, for
each share held, $36 (or $37, if the transaction closes after August 13,
2001) and 1.2273 preferred ADRs in the Chris-Craft merger, $69.30 and
2.3392 preferred ADRs in the BHC merger and $63 and 2.1266 preferred ADRs
in the UTV merger. The receipt of the cash and preferred ADRs will be
taxable in the restructured transactions.
Herbert J. Siegel, Chairman and President of Chris-Craft, said: "This
merger delivers substantial value to all of the Chris-Craft, BHC and UTV
shareholders and gives them the opportunity to participate further in the
growth of News Corporation. Rupert Murdoch, a global visionary, has built
News Corporation into one of the world's pre-eminent media companies. We
have the utmost confidence in News Corporation and Fox Television
management's ability to capitalize on our combined assets. I am pleased, as
I'm confident our shareholders will be, to hold a significant investment in
News Corp.'s dynamic future."
The addition of the Chris-Craft stations will give News Corporation and Fox
Television Stations an unequalled presence in the largest US television
markets, with 13 stations in the top 10 markets and 20 stations in the top
20 markets, subject to the divestiture of stations as necessary to comply
with FCC ownership restrictions. Chris-Craft's integration into the Fox
Television Stations group will create duopolies in New York, Los Angeles,
Salt Lake City and Phoenix, in addition to Fox's existing duopoly in
Dallas. In Los Angeles, the nation's second biggest TV market, Fox will own
two television stations and two regional sports networks.
With the cost savings and revenue gains that are expected to result from
the expanded competitive presence in major markets, News Corporation
expects the transaction will be immediately accretive to News Corporation
and Fox Entertainment Group earnings.
News Corporation Chairman and Chief Executive Rupert Murdoch said the
Chris-Craft stations, located in major television markets throughout the
United States, perfectly complemented News Corporation's existing group of
23 owned-and-operated stations.
"This transaction gives News Corporation and Fox Television Stations a
scarce commodity in a highly profitable industry. Fox will now have
duopolies in three of the largest television markets in the US: New York,
Los Angeles and Dallas. We are acquiring stations with tremendous upside
potential, particularly given Fox's strength in local news, entertainment
programming, sports and sales," Mr. Murdoch said. "This unique opportunity
to increase ratings and revenues through top-market duopolies should
quickly deliver substantially increased profits for News Corporation and
Fox."
Mr. Murdoch continued: "This acquisition will also help Fox expand and
improve its services in local news, sports and entertainment programming in
the communities we serve."
The stations to be acquired are in: New York (UPN-9), Los Angeles (UPN-13),
San Francisco (UPN-44), Minneapolis/St. Paul (UPN-9), Phoenix (UPN-45),
Orlando (UPN-65), Portland (UPN-12), Baltimore (UPN-24), Salt Lake City
(ABC-4) and San Antonio (NBC-4).
Fox Television's existing stations are in: New York (FOX-5), Los Angeles
(FOX-11), Chicago (FOX-32), Philadelphia (FOX-29), Boston (FOX-25), Dallas
(FOX-4 and KDFI-27), Washington, DC (FOX-5), Detroit (FOX-2), Atlanta
(FOX-5), Houston (FOX-26), Tampa (FOX-13), Cleveland (FOX-8), Phoenix
(FOX-10), Denver (FOX-31), St. Louis (FOX-2), Kansas City (FOX-4), Milwaukee
(FOX-6), Salt Lake City (FOX-13), Birmingham (FOX-6), Memphis (FOX-13),
Greensboro (FOX-8) and Austin (FOX-7).
Chris-Craft Industries, Inc. (NYSE: CCN) is primarily engaged in television
broadcasting. Its Television Division includes ten stations in top 40
markets, which currently reach over 22% of America's households. The
division is operated by 80% owned BHC Communications, Inc. (AMEX: BHC),
which owns three stations: WWOR (UPN-9) in New York, KCOP (UPN-13) in Los
Angeles and KPTV (UPN-12) in Portland. BHC's 58% owned subsidiary, United
Television, Inc. (NASDAQ: UTVI), owns the remaining seven stations: KBHK
(UPN-44) in San Francisco, KMSP (UPN-9) in Minneapolis, KUTP (UPN-45) in
Phoenix, WUTB (UPN-24) in Baltimore, WRBW (UPN-65) in Orlando, KMOL (NBC-4)
in San Antonio and KTVX (ABC-4) in Salt Lake City.
News Corporation (ASX: NCP, NCPDP; NYSE: NWS, NWS/A; LSE: NEWCP) had total
assets as of March 31, 2000 of approximately US$40 billion and total annual
revenues of approximately US$14 billion. News Corporation's diversified
global operations in the United States, Canada, continental Europe, the
United Kingdom, Australia, Latin America and the Pacific Basin include the
production of motion pictures and television programming; television,
satellite and cable broadcasting; the publication of newspapers, magazines
and books; the production and distribution of promotional and advertising
products and services; the development of digital broadcasting; the
development of conditional access and subscriber management systems, and
the creation and distribution of popular on-line programming.
Forward Looking Statements:
This release contains forward-looking statements within the meaning of the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. These statements are based on management's current expectations or
beliefs and are subject to a number of factors and uncertainties that could
cause actual results to differ materially from those described in the
forward-looking statements. The forward-looking statements in this release
address the following subjects: expected date of closing the merger; future
financial and operating results; and benefits of the merger.
The following factors, among others, could cause actual results to differ
materially from those described in the forward-looking statements: the risk
that News Corporation's and Chris-Craft's, BHC's and UTV's businesses will
not be integrated successfully; costs related to the merger; failure of
stockholders to approve the merger; inability to obtain or meet conditions
imposed for governmental approvals for the merger; increased competition
and its effects on price, spending, third-party relationships and revenues;
inability to establish and maintain relationships with advertising and
marketing providers; and risks of new and changing regulation in the U.S.
and internationally.
For a detailed discussion of these and other cautionary statements, please
refer to Chris-Craft's, BHC's and UTV's filings with the Securities and
Exchange Commission, especially in the "Forward-Looking Statements" section
of the Management's Discussion and Analysis section of Chris-Craft's Form
10-K for the fiscal year ended December 31, 1999, and to News Corporation's
and Fox Entertainment Group's filings with the Securities and Exchange
Commission.
Where You Can Find Additional Information:
Investors and security holders of Chris-Craft, BHC and UTV are advised to
read the joint proxy statement/prospectus regarding the proposed merger
when it becomes available because it will contain important information
about the transaction. The joint proxy statement/prospectus will be filed
with the Securities and Exchange Commission by Chris-Craft, BHC and UTV and
by News Corporation. Investors and security holders may obtain a free copy
of the joint proxy statement/prospectus when it is available and other
documents filed by Chris-Craft, BHC and UTV with the Securities and
Exchange Commission at its Web site at http://www.sec.gov. The joint proxy
statement/prospectus and these other documents may also be obtained for
free from Chris-Craft, BHC, UTV or News Corporation.
Each of Chris-Craft, BHC and UTV and each of its executive officers and
directors may be deemed to be participants in the solicitation of proxies
from each of its stockholders with respect to the transactions contemplated
by the merger agreements. Information regarding such officers and directors
is included in each of its proxy statements for each of its 2000 Annual
Meeting of Stockholders filed with the Securities and Exchange Commission.
These documents are available free of charge at the Securities and Exchange
Commission's Web site at http://www.sec.gov and from each of the companies.
