FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
/ X / ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1999
------------------------------
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
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Commission file number 1-2999
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A. Full title of the plan and address of the plan, if
different from that of the issuer named below:
CHRIS-CRAFT/UTV
EMPLOYEES' STOCK PURCHASE PLAN
B. Name of issuer of the securities held pursuant to the
plan and address of its principal executive office:
CHRIS-CRAFT INDUSTRIES, INC.
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
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<PAGE>
CHRIS-CRAFT/UTV
---------------
EMPLOYEES' STOCK PURCHASE PLAN
------------------------------
(a) Financial Statements and Schedules
The financial statements and schedules included herein are filed
as part of this report.
(b) Consent: PricewaterhouseCoopers LLP - Exhibit I
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of
1934, the trustee (or other persons who administer the Plan) has
duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
CHRIS-CRAFT/UTV
EMPLOYEES' STOCK PURCHASE PLAN
By: /s/ Joelen K. Merkel
--------------------
Joelen K. Merkel
Senior Vice President and Treasurer
Chris-Craft Industries, Inc.
Date: June 28, 2000
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Report of Independent Certified Public Accountants
To the Plan Committee of Chris-Craft/UTV
Employees' Stock Purchase Plan
In our opinion, the accompanying statements of net assets
available for benefits and the related statements of changes in
net assets available for benefits present fairly, in all material
respects, the net assets available for benefits of the Chris-
Craft/UTV Employees' Stock Purchase Plan (the "Plan") at December
31, 1999 and 1998, and the changes in net assets available for
benefits for each of the three years in the period ended December
31, 1999, in conformity with accounting principles generally
accepted in the United States. These financial statements are
the responsibility of the Plan Committee; our responsibility is
to express an opinion on these financial statements based on our
audits. We conducted our audits of these statements in
accordance with auditing standards generally accepted in the
United States, which require that we plan and perform the audit
to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the
opinion expressed above.
Our audits were conducted for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
supplemental schedules, Schedule of Assets Held for Investment
Purposes at End of Year and Schedule of Reportable Transactions,
are presented for purposes of additional analysis and are not a
required part of the basic financial statements but are
supplemental information required by the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. These
supplemental schedules are the responsibility of the Plan's
committee. The supplemental schedules have been subjected to the
auditing procedures applied in the audit of the basic financial
statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.
PricewaterhouseCoopers LLP
Fort Lauderdale, FL
June 21, 2000
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<TABLE>
CHRIS-CRAFT/UTV
---------------
EMPLOYEES' STOCK PURCHASE PLAN
------------------------------
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
-----------------------------------------------
<CAPTION>
December 31,
-----------------------
1999 1998
----------- ----------
ASSETS
------
<S> <C> <C>
INVESTMENTS IN COMMON STOCK
at market:
Chris-Craft Industries, Inc.
$1.40 convertible preferred stock; 246
shares (cost $2,509) in 1998 $ - $ 401,461
Chris-Craft Industries, Inc.
Class B common stock; 280,328 shares
(cost $891,426) in 1999, 363,600 shares
(cost $895,096) in 1998 20,218,657* 17,520,975
Chris-Craft Industries, Inc.
Common stock; 677,472 shares
(cost $20,413,568) in 1999, 644,261 shares
(cost $17,204,587) in 1998 48,862,668* 31,045,327
United Television, Inc.
Common stock; 209,070 shares
(cost $11,096,217) in 1999 28,328,985* -
----------- -----------
97,410,310 48,967,763
----------- -----------
CASH AND CASH EQUIVALENTS 619,955 142,844
----------- -----------
CONTRIBUTIONS RECEIVABLE:
Participants - 90,978
Employer - 90,978
----------- -----------
- 181,956
----------- -----------
LIABILITIES
-----------
DUE TO BROKERS 614,953 -
EXCESS CONTRIBUTIONS PAYABLE TO PLAN PARTICIPANTS 668,099 244,608
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $96,747,213 $49,047,955
=========== ===========
* Investments represent 5% or more of the net assets available for benefits.
The accompanying notes to financial statements are
an integral part of these statements.
</TABLE>
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<TABLE>
CHRIS-CRAFT/UTV
---------------
EMPLOYEES' STOCK PURCHASE PLAN
------------------------------
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
---------------------------------------------------------
<CAPTION>
Year Ended December 31,
----------------------------------------
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
ADDITIONS:
Contributions -
Participant $ 3,385,771 $ 1,756,288 $ 1,687,781
Employer 3,385,771 1,756,288 1,687,781
----------- ----------- -----------
6,771,542 3,512,576 3,375,562
Net unrealized appreciation in
market value of investments 27,851,543 - 10,932,902
Dividend and interest income 1,573,901 1,739,795 1,230,074
----------- ----------- -----------
36,196,986 5,252,371 15,538,538
----------- ----------- -----------
DEDUCTIONS:
Distributions to participants
upon termination or withdrawal (14,001,460) (4,370,446) (2,684,716)
Excess contributions to be
returned to Plan participants (668,099) (244,608) (309,400)
Net unrealized depreciation in
market value of investments - (4,116,108) -
----------- ----------- -----------
(14,669,559) (8,731,162) (2,994,116)
----------- ----------- -----------
INCREASE (DECREASE) IN PLAN EQUITY 21,527,427 (3,478,791) 12,544,422
NET ASSETS TRANSFERRED DUE TO MERGER
OF UTV PLAN 26,171,831 - -
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF YEAR 49,047,955 52,526,746 39,982,324
----------- ----------- -----------
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $96,747,213 $49,047,955 $52,526,746
=========== =========== ===========
The accompanying notes to financial statements are
an integral part of these statements.
</TABLE>
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CHRIS-CRAFT/UTV
---------------
EMPLOYEES' STOCK PURCHASE PLAN
------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
(1) SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES:
PLAN MERGER -
Effective January 1, 1999, Chris-Craft Industries, Inc. (the Company)
merged the United Television, Inc. Employee Stock Purchase Plan (UTV
Plan) maintained by United Television, Inc. (UTV), a majority owned
subsidiary, into the Chris-Craft Industries, Inc. Employees' Stock
Purchase Plan which was then renamed the Chris-Craft/UTV Employees'
Stock Purchase Plan (the Plan). The Plan is the surviving plan and
benefits to Chris-Craft and UTV employees are substantially unchanged
from those under the prior plans, except that (i) all contributions to
the Plan for periods after the merger, including those for UTV
participants, are invested in Chris-Craft common stock; and (ii) upon
the merger, all UTV participants were granted full vesting in their
interests in the UTV Plan, which interests remain invested in UTV
common stock.
BASIS OF ACCOUNTING -
The Plan's accounting records are maintained on the accrual method.
INVESTMENT PROGRAM, CONTRIBUTIONS AND DISTRIBUTIONS -
Under the provisions of the Plan, employees of Chris-Craft and its
subsidiaries (including UTV) who are participants in the Plan may
contribute monthly, at their election, 2%, 4% or 6% of their
compensation, as defined, toward the purchase of Chris-Craft common
stock. The Company is required to contribute monthly 25% of the
participants' aggregate contributions and may contribute an additional
discretionary amount, so long as the Company's aggregate contribution
is not greater than 100% of the participants' aggregate contributions
for the year. The Company matched 100% of participants' aggregate
contributions for the years ended December 31, 1999, 1998 and 1997.
The Plan provides for administration by a committee of at least two
individuals appointed by the Chris-Craft Board of Directors, with the
funds and securities being held in trust by First Union National Bank,
as Trustee. Company contributions may be made in cash or stock. Cash
contributions of the participants and the Company are invested in
Chris-Craft common stock.
The number of employees participating in the Plan as of December 31,
1999, and the combined total of contributions of the Company and
participants are as follows:
Number of
Participants Contributions
at Year Ended December 31,
December 31, ----------------------------------
Division 1999 1999 1998 1997
-------- ------------ ---------- ---------- ----------
Corporate 19 $ 187,162 $ 200,558 $ 200,298
Television 932 6,343,410 3,089,812 2,963,900
Industrial 42 240,970 222,206 211,364
--- ---------- ---------- ----------
993 $6,771,542 $3,512,576 $3,375,562
=== ========== ========== ==========
The shares credited to the account of each participating employee for
Company contributions are determined generally on the basis of the
employee's proportionate share of total employee contributions.
Shares may be distributed upon retirement, death or disability, and
provision is also made for distribution in the event of termination of
employment or withdrawal from the Plan.
Forfeiture of varying portions of the stock attributable to the
Company's contributions results from termination of employment or
withdrawal from the Plan within five years after the employee becomes
a participant. Shares forfeited by participants who leave the Plan
are generally reallocated to the accounts of the remaining
participants in the Plan on the last day of the Plan year in which
expiration of a one year period of severance from the date of
termination occurs, or, if later, the last day of the Plan year in
which the distribution to the participant has occurred.
Excess contributions were calculated and subsequently distributed to
participants in accordance with Internal Revenue Code (the Code)
requirements. Such contributions amounted to $668,099 and $244,608 as
of December 31, 1999 and 1998, respectively.
FAIR VALUE OF INVESTMENTS -
The Plan carries its investment in Chris-Craft and UTV common shares
at market value based upon the respective stock exchange reported
prices. Chris-Craft Class B common shares, for which there is no
trading market, and Chris-Craft $1.40 convertible preferred shares,
which are traded infrequently (and all of which were converted into
common stock during 1999), are carried at the market value of their
respective underlying common shares.
PAYMENT OF BENEFITS -
Benefits are recorded when paid.
(2) UNREALIZED APPRECIATION OF INVESTMENTS:
Unrealized appreciation represents the excess of such market value
over the aggregate cost of the investments, and is summarized as
follows:
Year Ended December 31,
-----------------------------------
1999 1998 1997
----------- ----------- -----------
Unrealized appreciation,
beginning of year $30,865,571 $36,170,999 $25,456,115
Adjustments to reflect
investments at market
value 27,851,543 (4,116,108) 10,932,902
Stock dividend 1,452,490 1,733,819 1,227,021
Unrealized appreciation on
investments distributed
to participants (9,989,366) (2,923,139) (1,445,039)
Addition of UTV unrealized
appreciation at date
of plan merger 13,491,271 - -
Change in cost method (a) 1,337,590 - -
----------- ----------- -----------
Unrealized appreciation,
end of year $65,009,099 $30,865,571 $36,170,999
=========== =========== ===========
(a) Effective January 1, 1999, the Trustee changed its method of
calculating cost to the specific cost method from the average cost
method. Such change reduced the cost of all shares in the Plan by
$1,337,590 at the time of change, and is only reflected in the above
calculation.
Based on June 21, 2000 market values, the unrealized appreciation of
Chris-Craft and UTV shares held by the Plan on December 31, 1999 was
$63,162,340.
(3) INVESTMENTS IN CHRIS-CRAFT INDUSTRIES, INC. AND UNITED
TELEVISION, INC.:
Each share of Chris-Craft Class B common stock entitles the holder to
ten votes (common stock entitles the holder to one vote per share), is
convertible at all times into common stock on a share-for-share basis,
is not transferable except to specified persons ("Permitted
Transferees") and, in general, carries the same per share dividend and
liquidation rights as a share of common stock, except that
Chris-Craft's Board of Directors may at its discretion declare greater
cash dividends per share on the common stock than on the Class B
common stock. No additional Class B shares may be issued without
further shareholder approval, except upon the conversion of $1.40
convertible preferred shares by holders of record on November 10, 1986
(the record date for the initial distribution of Class B common stock)
or Permitted Transferees, or in payment of stock dividends or stock
splits on outstanding shares of Class B common stock.
On March 16, 2000, Chris-Craft's Board of Directors declared a 3%
common stock dividend, which was paid in April 2000, and increased by
3% Chris-Craft's common and Class B common shares outstanding.
Dividends received consist of a $.50 per share cash dividend on UTV
stock, the stated cash dividend on the $1.40 convertible preferred
stock (prior to its conversion) and Chris-Craft common stock dividends
of 3%, aggregating $1,565,915, $1,734,163, and $1,227,365 for the
years ended December 31, 1999, 1998 and 1997, respectively. The stock
dividends were valued using the closing price of Chris-Craft common
stock on the record date.
(4) DISTRIBUTIONS TO PARTICIPANTS FOR TERMINATIONS AND WITHDRAWALS:
Distributions are made to participants, or their designated
beneficiaries, in the event of death, termination of employment or
withdrawal from the Plan, in whole shares of stock, with fractional
shares of stock payable in cash.
A participant (or the beneficiary in the case of death) is entitled to
a distribution of 100 percent of his or her account upon termination
of employment by normal retirement, permanent disability or death. A
participant who otherwise terminates and has five or more years of
service while a participant of the Plan receives 100 percent of his or
her account. Any participant who otherwise terminates, having less
than five years of participation in the Plan (with the exception of
UTV participants, whose balances at the time of the Plan merger were
fully vested as described in Note 1) receives 100 percent of that part
of the participant's account attributable to the participant's own
contributions and a percentage of the shares attributable to the
Company's contributions, as follows:
Percentage
Attributable to the
Years of Participation Company's Contributions
---------------------- -----------------------
Less than 2 20
2 but less than 3 40
3 but less than 4 60
4 but less than 5 80
5 or more 100
The dollar amounts of distributions, which are computed using market
values of Chris-Craft and UTV shares at dates such shares are ordered
to be transferred into the names of terminated or withdrawn
participants, are as follows:
Year Ended December 31,
----------------------------------
1999 1998 1997
---------- ---------- ----------
Balances in participants'
accounts upon termination
or withdrawal $14,113,839 $4,452,999 $2,801,814
Less - Nonvested amounts
not distributed (112,379) (82,553) (117,098)
----------- ---------- ----------
Distributions to
participants upon
termination or
withdrawal $14,001,460 $4,370,446 $2,684,716
=========== ========== ==========
Participants who had terminated participation in the Plan prior to
December 31, 1999 were due 4,868 shares of Chris-Craft common stock,
55 shares of Chris-Craft Class B common stock and 7,240 shares of UTV
common stock. Such shares had a market value of $1,336,091 at
December 31, 1999.
(5) FEDERAL TAXES APPLICABLE TO THE PLAN:
All income other than unrelated business income or debt financed
income realized by a trust fund established under a qualified plan is
exempt from federal income taxes. The Internal Revenue Service has
determined, most recently by letter dated December 17, 1998, that the
Plan is qualified under Section 401 of the Code and the related trust
income is exempt from taxation under Section 501(a) of the Code. The
Plan Committee believes that the Plan has been and will continue to be
operated in accordance with all applicable requirements of the Code.
(6) EXPENSES OF THE PLAN:
Participants' accounts are charged for brokerage fees and transfer
taxes incurred by the Trustee in connection with the purchase of
Chris-Craft shares. The Plan provides that other expenses incurred in
connection with its administration may also be charged to
participants' accounts; however, such expenses have been paid by the
Company for each year presented.
(7) PARTY IN INTEREST TRANSACTIONS:
The Trustee is a party in interest as defined by ERISA. The Trustee,
from time to time, invests Plan assets in its investment funds. Such
transactions are exempt under Section 408(b)(8) of ERISA.
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Schedule I
CHRIS-CRAFT/UTV
EMPLOYEES' STOCK PURCHASE PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
DECEMBER 31, 1999
CURRENT
COST VALUE
----------- -----------
Cash $ 508 $ 508
Evergreen Select Mutual Fund,
619,447 shares * 619,447 619,447
Common stock:
Chris-Craft Class B Common,
280,328 shares 891,426 20,218,657
Chris-Craft Common,
677,472 shares 20,413,568 48,862,668
United Television Common,
209,070 shares 11,096,217 28,328,985
----------- -----------
Total Investments $33,021,166 $98,030,265
=========== ===========
* Party in interest
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<TABLE>
Schedule II
CHRIS-CRAFT/UTV
EMPLOYEES' STOCK PURCHASE PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS <F1><F2>
FOR THE YEAR ENDED DECEMBER 31, 1999
<CAPTION>
Current
Value
Identity of of Asset on
Party Purchase Selling Cost of Transaction Net
Involved Description of Asset Price Price Asset Date Gain
----------- -------------------- ---------- ---------- ---------- ------------ -------
<S> <C> <C> <C> <C> <C>
First Union CoreStates Liquidity Fund
National Purchases, 3,781,262 units in
Bank 41 transactions <F3><F4> $3,781,262 $ - $3,781,262 $3,781,262 $ -
First Union CoreStates Liquidity Fund
National Sales, 3,923,402 units
Bank in 19 transactions <F3><F4> - 3,923,402 3,923,402 3,923,402 -
First Union Evergreen Select Money Market Fund
National Purchases, 3,774,806 units in
Bank 44 transactions <F3><F4> 3,774,806 - 3,774,806 3,774,806 -
First Union Evergreen Select Money Market Fund
National Sales, 3,155,359 units in
Bank 21 transactions <F3><F4> - 3,155,359 3,155,359 3,155,359 -
Axiom Chris-Craft Industries, Inc.
Capital Common stock,
Management, Purchases, 137,621 shares
Inc. in 22 transactions 7,092,619 - 7,092,619 7,092,619 -
<FN>
Notes:
<F1> Transactions included herein represent transactions or a series of transactions in securities of
the same issue or with respect to the same issuer in excess of 5% of the quoted market value of Plan
assets at the beginning of the year.
<F2> This schedule incorporates all disclosures required by the Department of Labor for assets purchased
and sold during the year.
<F3> This fund is included in cash and cash equivalents in the accompanying Statements of Net Assets
Available for Plan Benefits.
<F4> Party in interest.
</FN>
</TABLE>
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<PAGE> Exhibit I
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 (No. 333-69875) of Chris-Craft
Industries, Inc. of our report dated June 21, 2000 relating to the
financial statements of Chris-Craft/UTV Employees Stock Purchase Plan,
which appears in this Form 11-K.
PricewaterhouseCoopers LLP
Fort Lauderdale, Florida
June 26, 2000
