<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15 (d) of the
Securities Exchange Act of 1934
(Mark One):
[X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED).
For the fiscal year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED).
For the transition period from to
-------- -------
Commission file number - 0-9786
------
A. Full title of the plan and address of the
plan, if
different from that of the issuer named below:
UNITED TELEVISION, INC. EMPLOYEES' STOCK
PURCHASE PLAN
B. Name of the issuer of the securities held
pursuant to
the plan and the address of its principal
executive
office:
UNITED TELEVISION, INC.
8501 Wilshire Boulevard, Suite 340
Beverly Hills, CA 90211
</PAGE>
<PAGE>
UNITED TELEVISION, INC.
EMPLOYEES' STOCK PURCHASE PLAN
INDEX TO FINANCIAL STATEMENTS
-----------------------------
FINANCIAL STATEMENTS:
Report of Independent Accountants
Statements of Net Assets Available for Plan Benefits -
- - - -
As of December 31, 1993 and 1992
Statements of Changes in Net Assets Available for Plan
Benefits --
For the Years Ended December 31, 1993 and 1992
Notes to Financial Statements
SUPPLEMENTARY SCHEDULES:
Assets Held for Investment -- As of December 31, 1993
Reportable Transactions -- For the Year Ended December
31, 1993
All other schedules are omitted as not applicable or
not
required, or the required information is included in
the
accompanying financial statements.
EXHIBIT:
Consent of Independent Accountants
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the
Plan) have duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.
UNITED TELEVISION, INC.
EMPLOYEES' STOCK PURCHASE PLAN
By /s/ Garth S. Lindsey
--------------------
Garth S. Lindsey
Executive Vice President
and Chief Financial
Officer
United Television, Inc.
Date: June 27, 1994
--------------
</PAGE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Administrative Committee
of the United Television, Inc.
Employees' Stock Purchase Plan
In our opinion, the accompanying statements of net assets
available for Plan benefits and the related statements of
changes in net assets available for Plan benefits present
fairly, in all material respects, the financial position of
the United Television Inc. Employees' Stock Purchase Plan
(the Plan), at December 31, 1993 and 1992, and the changes
in its financial position for the years then ended, in
conformity with generally accepted accounting principles.
These financial statements are the responsibility of the
Plan's Administrative Committee; our responsibility is to
express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in
accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by
management, and evaluating the overall financial statement
presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
Our audit was made for the purpose of forming an opinion on
the basic financial statements taken as a whole. The
additional information included in Schedules I and V is
presented for purposes of additional analysis and is not a
required part of the basic financial statements but is
additional information required by the Employee Retirement
Income Security Act of 1974. Such information has been
subjected to the auditing procedures applied in the audit of
the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
PRICE WATERHOUSE
Century City, California
June 20, 1994
</PAGE>
PAGE>
<TABLE>
UNITED TELEVISION, INC.
EMPLOYEES' STOCK PURCHASE PLAN
STATEMENTS OF NET ASSETS
AVAILABLE FOR PLAN BENEFITS
---------------------------
<CAPTION>
December 31,
------------
- - - ---------
1993
1992
--------
- - - ---------
<S> <C>
<C>
ASSETS
------
United Televisions, Inc. common stock
(cost $6,607,217 and $6,104,760) $9,287,825
$5,869,692
Cash and cash equivalents 200,315
96,997
---------- -
- - - ---------
Total assets 9,488,140
5,966,689
---------- -
- - - ---------
LIABILITIES
-----------
Payable to Plan members for excess
contributions 413,669
123,319
---------- -
- - - ---------
Net assets available for Plan Benefits $9,074,471
$5,843,370
==========
==========
<FN>
The accompanying notes are an integral part of these
financial statements.
</TABLE>
</PAGE>
<PAGE>
<TABLE>
UNITED TELEVISION, INC.
EMPLOYEES' STOCK PURCHASE PLAN
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
---------------------------
<CAPTION>
Year Ended
December 31,
----------------------
- - - --------
1993
1992
----------- ----
- - - --------
<S> <C>
<C>
Sources of assets:
Contributions -
Members $ 807,534 $
703,386
Employer 807,534
703,386
Appreciation in market
value of investments 3,135,591
733,734
Interest income 4,452
1,811
---------- ----
- - - ------
Total sources of assets $4,755,111
$2,142,317
Application of assets:
Distributions to members for
terminations, withdrawals
and excess contributions 1,524,010
1,155,075
---------- ----
- - - ------
Total application of assets 1,524,010
1,155,075
---------- ----
- - - ------
Net increase in net assets
available for Plan benefits 3,231,101
987,242
Net assets available for Plan benefits:
Beginning of year 5,843,370
4,856,128
---------- ----
- - - ------
End of year $9,074,471
$5,843,370
==========
==========
<FN>
The accompanying notes are an integral part of these
financial statements.
</TABLE>
</PAGE>
<PAGE>
UNITED TELEVISION, INC.
EMPLOYEES' STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
-----------------------------
NOTE 1 - DESCRIPTION OF THE PLAN:
- - - --------------------------------
The United Television, Inc. Employees' Stock Purchase Plan
(the Plan), is a contributory stock purchase plan
established to allow employees to invest in common stock of
United Television, Inc. (UTV).
All employees of UTV and its subsidiaries who are
compensated on a salaried or commission basis are eligible
for membership in the Plan, except as may be otherwise
provided in an applicable collective bargaining agreement.
An eligible person may become a member by filing a written
election. Members of the Plan are required to contribute
each payroll period, at their election, 2%, 4% or 6% of
their compensation, as defined, toward the purchase of UTV
common stock. UTV is required to contribute monthly 25% of
the members' aggregate contributions and may contribute an
additional discretionary amount, provided UTV's aggregate
contribution is not greater than 100% of the members'
aggregate contributions for the year. UTV's contributions
may be in cash and/or UTV stock. UTV matched 100% of
members' aggregate contributions for the years ended
December 31, 1993 and 1992. At December 31, 1993, 317
employees were participating in the Plan.
The Plan provides for administration by an Administrative
Committee comprised of a minimum of three individuals
appointed by the UTV Board of Directors. Plan assets are
held in trust by CoreStates Bank, N.A. as Trustee (the
Trustee) under the overall direction of the Administrative
Committee. Cash contributions by both members and UTV are
invested in UTV common stock. The assets of the Plan are
allocated among accounts established for each member.
Income is allocated proportionately among the members'
accounts based upon their respective account balances.
The shares credited to the account of each member for UTV
contributions are determined generally on the basis of the
member's proportionate share of total member contributions.
Shares may be distributed upon retirement, death or
permanent disability, and provision is also made for
distribution in the event of termination of employment or
withdrawal from the Plan. See Note 4.
Forfeitures of varying portions of the stock attributable to
UTV's contributions arise from termination of employment or
withdrawal from the Plan prior to completion of five years
of membership in the Plan. Prior to January 1, 1992,
forfeitures by members who left the Plan were generally
reallocated to the accounts of the remaining members in the
Plan at the expiration of five consecutive one-year periods
of severance from the date termination occurred. Effective
January 1, 1992, the Plan was amended to provide that
forfeitures by members who leave the Plan are generally
reallocated to the accounts of the remaining members 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.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
- - - ---------------------------------------------------
Basis of accounting
- - - -------------------
The financial statements of the Plan have been prepared
utilizing the accrual basis of accounting, primarily from
data submitted to the Plan Administrator by the Trustee.
Trust fund management
- - - ---------------------
Under the terms of a trust agreement between CoreStates
Bank, N.A. and UTV, the Trustee manages a trust fund on
behalf of the Plan. The investments, and changes therein,
of this trust fund have been reported to the Plan
Administrator by the Trustee as having been determined
through the use of market values for all assets of the trust
fund. Security transactions are recorded on a trade-date
basis. The cost of shares distributed is based on average
cost.
Costs and expenses
- - - ------------------
The members' accounts are charged with expenses incurred by
the Trustee in connection with the purchase of stock,
including brokerage fees and transfer taxes. The Plan
provides that other expenses of administration may also be
charged to members' accounts, but such expenses have been
paid by UTV for each year presented.
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 October 5, 1993 that the Plan is qualified
under Section 401 of the Internal Revenue Code (the Code)
and the related trust income is exempt from taxation under
Section 501(a) of the Code. Therefore, no provision for
federal or state income taxes has been recorded in the
accompanying financial statements.
Employees who participate in the Plan are not entitled to a
deduction for their contributions to the Plan, but are not
subject to federal income tax on amounts contributed to the
Plan for their benefit by their employer, or on the earnings
and appreciation, if any, on employer and employee
contributions, until such time as the amounts are
distributed. In general, an employee is subject to tax on
the excess of the amounts distributed to him over the
amounts he has contributed to the Plan.
NOTE 3 - UNREALIZED (DEPRECIATION) APPRECIATION OF
INVESTMENTS:
- - - ------------------------------------------------------------
- - - --
The Plan carries its investment in UTV securities at market
value. Unrealized (depreciation) appreciation represents
the (deficit) excess of such market value (under) over the
aggregate cost of the investments and is summarized as
follows:
<TABLE>
<CAPTION>
Year Ended
December 31,
----------------------
- - - --------
1993
1992
------------ ----
- - - --------
<S> <C>
<C>
Net unrealized depreciation
at beginning of year $ (235,068) ($
563,364)
Change in market value of investments
during the year 3,135,591
733,734
Realized depreciation on investments
distributed to members (219,915)
(405,438)
----------- ----
- - - --------
Net unrealized appreciation
(depreciation) at end of year $2,680,608
($235,068)
===========
===========
<FN>
The unrealized appreciation of the Plan's December 31, 1993
investments was $3,799,623 on June 20, 1994.
</TABLE>
NOTE 4 - DISTRIBUTIONS TO MEMBERS:
- - - ---------------------------------
Distributions under the Plan are made to members, or their
designated beneficiaries, in the event of termination of
employment by retirement after reaching age 65, permanent
disability or death, upon withdrawal from the Plan after
receipt of written consent from the member, and for the
purpose of complying with the anti-discrimination provisions
of the Code, in whole shares of stock, with fractional
shares of stock payable in cash. Included in net assets
available for benefits is $84,866 and $99,997 at December
31, 1993 and 1992, respectively, related to future amounts
payable to Plan members for terminations and withdrawals.
A member (or the beneficiary in the case of death) will be
entitled to a distribution of 100 percent of his account
upon termination of employment by normal retirement,
permanent disability or death. A member who otherwise
terminates and has been a member of the Plan for five or
more years will receive 100 percent of his account. A
member who otherwise terminates, having less than five years
of membership in the Plan, will receive 100 percent of that
part of the member's account attributable to the member's
contributions and a percentage of the shares attributable to
UTV's contributions, as summarized below.
Percentage
Attributable to the
Years of Membership 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
The timing and method of allocating forfeitures to the
remaining members was amended effective January 1, 1992 (the
Amendment). Under the Amendment, terminated employees
forfeit the unvested portion of their accounts upon the
later of 1) distribution of the vested portion, or 2) one
year from termination date (or if no shares are distributed,
the expiration of five consecutive one-year periods of
severance). As a result of the Amendment, an accumulation
of five years of forfeited balances was reallocated to
current members' accounts in 1992. Forfeitures occurring
after January 1, 1992 are allocated among the remaining
members' accounts in the proportion that each members'
yearly contributions to the Plan bears to the total yearly
contribution for all members. If a terminated individual is
reemployed by the Plan sponsor within five years of
termination, the forfeited shares will be restored either
through additional UTV contributions or the reallocation of
newly forfeited shares.
UTV has not expressed any intent to terminate the Plan. In
the event that the Plan is terminated, each member affected
will be entitled to a distribution calculated in the same
manner as a distribution for a normal retirement. In such
an event, no member will be deprived of any amount credited
to the members' account, and there will be no reversion of
any part of the fund to UTV.
The following dollar amounts for distributions are
calculated using the market values per share on the transfer
date:
<TABLE>
<CAPTION>
Year Ended December
31,
----------------------
- - - ------
1993
1992
---------- ----
- - - ------
<S> <C>
<C>
Balances in members' accounts prior
to distribution $1,565,379
$1,213,610
Less nonvested amounts not distributed (41,369)
(58,535)
---------- ----
- - - ------
Distribution to members for terminations,
withdrawals and excess contributions 1,524,010
$1,155,075
==========
==========
</TABLE>
NOTE 5 - PARTY IN INTEREST TRANSACTIONS:
- - - ---------------------------------------
The Trustee is a party in interest as defined by the
Employee Retirement Income Security Act of 1974 (ERISA).
The Trustee, from time to time, invests Plan assets in its
collective investment funds. Such transactions are exempt
under section 408(b)(8) of ERISA.
<PAGE>
SCHEDULE I
--
- - - --------
UNITED TELEVISION, INC.
EMPLOYEES' STOCK PURCHASE PLAN
ASSETS HELD FOR INVESTMENT
DECEMBER 31, 1993
-----------------
Number
Market
Description of Asset of Shares Cost
Value
- - - -------------------- --------- ---------- -------
- - - ---
United Television, Inc.
common stock 223,803 $6,607,217
$9,287,825
</PAGE>
<PAGE>
SCHEDULE V
--
- - - --------
UNITED TELEVISION, INC.
EMPLOYEES' STOCK PURCHASE PLAN
REPORTABLE TRANSACTIONS
(In excess of 5% of trust assets
at the beginning of the year)
YEAR ENDED DECEMBER 31, 1993
Description Purchases
Sales
---------------------- --------------
- - - ----------------
Name of Party of Assets Transactions Cost Transactions
Proceeds Loss
- - - ------------- ---------- ------------ -------- ------------
- - - -------- ----
United Television,
Inc. Common Stock 17 $1,515,145 -
- - - - -
CoreStates
Liquidity Fund* Investment fund 18 $1,592,952 26
$1,593,210 -
* Party in interest
</PAGE>
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 (No. 33-35353) of the
United Television, Inc. Employees' Stock Purchase Plan of
our report dated June 20, 1994 appearing on page 3 of this
Annual Report on Form 11-K.
PRICE WATERHOUSE
Century City, California
June 24, 1994
11ka
