<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule
14a-12
_______________________UNITED TELEVISION, INC. ______________________
(Name of Registrant as specified in Its Charter)
____________________________________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(a)(l)(ii), 14a-6(i)(l), or
14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange
Act
Rule 14a-6(i)(3).
(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:
--------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------
/ / 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>
[LOGO]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 28, 1994
----------------
TO THE STOCKHOLDERS OF
UNITED TELEVISION, INC.:
The annual meeting of the stockholders of United Television, Inc. ("UTV")
will be held at the Arizona Biltmore, 24th St. & Missouri, Phoenix, Arizona
85016, on April 28, 1994, at 2:00 P.M., for the purpose of considering and
acting upon the following matters:
(1) Election of directors.
(2) Ratification of the selection of Price Waterhouse as auditors of UTV
for the year ending December 31, 1994.
(3) 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 February 28, 1994
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 Phoenix television station, KUTP, after
the meeting. Whether or not you plan to attend, you are urged promptly to
complete, date and sign the enclosed proxy and to mail it to UTV 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: Beverly Hills, California
March 25, 1994
By Order of the Board of Directors,
GARTH S. LINDSEY, SECRETARY
<PAGE>
UNITED TELEVISION, INC.
8501 WILSHIRE BOULEVARD, SUITE 340
BEVERLY HILLS, CALIFORNIA 90211
------------------
PROXY STATEMENT
------------------
This Proxy Statement is furnished in connection with the solicitation of
proxies by and on behalf of the Board of Directors of UTV for use at the annual
meeting of stockholders on April 28, 1994 and at any adjournment thereof. March
25, 1994 is the approximate date on which this Proxy Statement and the
accompanying form of proxy are first being mailed to stockholders.
As of February 28, 1994, the record date for the meeting, UTV had
outstanding 10,152,328 shares of Common Stock, each of which entitles the record
holder thereof on such date to one vote on each matter presented at the meeting.
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 plurality of the votes cast. Neither
abstentions nor broker non-votes affect the vote count. 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.
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 Lawrence R. Barnett, Howard F.
Roycroft, Rocco C. Siciliano and Norman Perlmutter as directors until the third
annual meeting following the April 28, 1994 meeting and until their respective
successors are elected and qualified. Information with respect to each such
nominee, as well as the six present directors whose terms of office expire at
the first or second annual meeting following the April 28, 1994 meeting, is set
forth below:
<TABLE>
<CAPTION>
HAS SERVED
OTHER POSITIONS WITH UTV, AGE, AS
PRINCIPAL OCCUPATION AND FEBRUARY 28, DIRECTOR
NAME CERTAIN OTHER DIRECTORSHIPS 1994 SINCE
- --------------------------- ---------------------------------------------------------- ----------------- ----------
<S> <C> <C> <C>
NOMINEES FOR THREE-YEAR TERM
Lawrence R. Barnett........ Vice Chairman, UTV; Director, Consultant and retired 80 1981
Executive Vice President, Chris-Craft Industries, Inc.
("Chris-Craft")(1)
Howard F. Roycroft......... Of Counsel, Hogan & Hartson, Washington, D.C. law firm 63 1982
Rocco C. Siciliano......... Consultant; Director, Pacific Enterprises 72 1984
Norman Perlmutter.......... Chairman of the Board and Chief Executive Officer, Heitman 60 1988
Financial Ltd., real estate financial services;
Director, McArthur/Glen Realty Group, United Asset
Management Corporation and Chris-Craft
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
HAS SERVED
OTHER POSITIONS WITH UTV, AGE, AS
PRINCIPAL OCCUPATION AND FEBRUARY 28, DIRECTOR
NAME CERTAIN OTHER DIRECTORSHIPS 1994 SINCE
- --------------------------- ---------------------------------------------------------- ----------------- ----------
<S> <C> <C> <C>
INCUMBENT DIRECTORS--TWO-YEAR
REMAINING TERM
Abraham A. Ribicoff........ Special Counsel, Kaye, Scholer, Fierman, Hays & Handler, 83 1983
New York City law firm; Director, The Hartford Insurance
Group; former United States Senator from Connecticut
John C. Siegel............. President, UTV of San Francisco, Inc. ("UTV-SF")(2); 41 1981
Senior Vice President, Chris-Craft; Director, BHC
Communications, Inc. ("BHC")(1)
Evan C Thompson............ President and Chief Executive Officer, UTV; Executive Vice 51 1983
President, Chris-Craft and President, Television
Division; Director, Chris-Craft
INCUMBENT DIRECTORS--ONE-YEAR
REMAINING TERM
John L. Eastman............ Partner, Eastman & Eastman, New York City law firm; 54 1985
Director, BHC
James D. Hodgson........... Director, eight mutual funds of Alliance Capital Man- 78 1981
agement Corp., American Health Properties, Inc., and ARA
Services, Inc., former Secretary of Labor and United
States Ambassador to Japan
Herbert J. Siegel.......... Chairman of the Board, UTV; Chairman of the Board and 65 1981
President, Chris-Craft and BHC
<FN>
- --------
(1) Chris-Craft and BHC, which are parents of UTV, are engaged principally
in the television broadcasting business.
(2) UTV-SF, a wholly owned subsidiary of UTV, owns television station KBHK
in San Francisco.
</TABLE>
The principal occupation of each director for the last 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.
John C. Siegel is a son of Herbert J. Siegel.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
UTV has established a standing audit committee to assist the Board of
Directors in discharging its responsibilities. UTV has no nominating or
compensation committee.
The Audit Committee reviews UTV's internal controls, the objectivity of its
financial reporting and the scope and results of the auditing engagement. It
meets with appropriate UTV financial personnel and independent public
accountants in connection with these reviews. This committee recommends to the
Board the appointment of the independent public accountants, subject to
ratification by the stockholders at the annual meeting, to serve as auditors for
the following year in examining the corporate accounts. The public accountants
periodically meet with the Audit Committee and have access to the committee at
any time. The committee held two meetings during 1993. Its members are Mr.
Ribicoff, Chairman of the Committee, and Messrs. Hodgson and Siciliano. The
Board of Directors Report on Executive Compensation appears on page 8.
2
<PAGE>
UTV's Board of Directors held 8 meetings during 1993. During that period,
Messrs. Eastman and Perlmutter attended fewer than 75% of the aggregate number
of meetings held by the Board of Directors.
VOTING SECURITIES OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The management of UTV has been informed that, as of February 28, 1994, the
persons and groups identified in Table I below, including all directors,
nominees for director, executive officers and all owners known to UTV of more
than 5% of its Common Stock, owned beneficially, within the meaning of
Securities and Exchange Commission ("SEC") Rule 13d-3, the shares of UTV Common
Stock reflected in such table. Except as reflected in Tables II and III, as of
February 28, 1994, each director or executive officer of UTV disclaims
beneficial ownership of securities of any parent or subsidiary of UTV. Except as
otherwise specified, the named beneficial owner claims sole investment and
voting power as to the securities reflected in the tables.
I. BENEFICIAL OWNERSHIP OF UTV COMMON STOCK
<TABLE>
<CAPTION>
NUMBER PERCENT
BENEFICIAL OWNER OF SHARES OF CLASS
- ---------------------------------------------------------------------- --------- ---------
<S> <C> <C>
Laurey J. Barnett..................................................... 654 *
Lawrence R. Barnett (1)............................................... 229,155 2.2 %
John L. Eastman....................................................... 500 *
James D. Hodgson (2).................................................. 2,000 *
Garth S. Lindsey (1)(3)............................................... 233,638 2.3 %
Thomas L. Muir........................................................ 157 *
Norman Perlmutter..................................................... 2,000 *
Abraham A. Ribicoff (4)............................................... 1,000 *
Howard F. Roycroft (5)................................................ 300 *
Rocco C. Siciliano.................................................... 500 *
Herbert J. Siegel (1)(6).............................................. 229,155 2.2 %
John C. Siegel (1).................................................... 229,155 2.2 %
Evan C Thompson....................................................... 25,000 *
All directors and executive officers as a group, including the
directors and executive officers named above (13 persons) (1)....... 265,749 2.6 %
Chris-Craft Industries, Inc........................................... 5,509,027 54.3 %
(through BHC Communications, Inc., a majority owned subsidiary)
767 Fifth Avenue, New York, New York 10153
Gabelli & Company, Inc., Gabelli Funds, Inc., Gabelli Securities,
Inc.,
GAMCO Investors, Inc. and Mario J. Gabelli
One Corporate Center, Rye, New York 10580 (7)..................... 1,923,299 18.9 %
<FN>
- --------
* Less than 1%
(1) At December 31, 1993, (a) the Trustee of the Employees' Stock Purchase
Plan of UTV (the "Stock Purchase Plan") held 219,155 shares of UTV Common Stock
(representing 2.1% of the outstanding shares at February 28, 1994), and (b) the
Trustees under the UTV Profit Sharing Plan (the "Profit Sharing Plan") held
10,000 shares of Common Stock (representing less than 1% of the outstanding
shares at February 28, 1994). A committee appointed by the Board of Directors of
UTV to administer the Stock Purchase Plan is empowered to direct voting of the
shares held by the Trustee under that plan, and the Trustees under the Profit
Sharing Plan are empowered to vote and dispose of the shares held by that plan.
Herbert J. Siegel, Lawrence R. Barnett, John C. Siegel and Garth S. Lindsey are
the members of the committee under the Stock Purchase Plan and are the Trustees
of the Profit Sharing Plan. The numbers of shares set forth in the
</TABLE>
(NOTES CONTINUED ON NEXT PAGE)
3
<PAGE>
<TABLE>
<S> <C>
table with respect to each of Herbert J. Siegel, Lawrence R. Barnett, John C.
Siegel, Garth S. Lindsey and all directors and executive officers as a group
include all shares held in the Stock Purchase Plan and the Profit Sharing Plan
as of December 31, 1993.
(2) Voting and investment power are shared with the director's wife.
(3) Ownership includes 4,166 shares issuable pursuant to currently
exercisable stock options.
(4) Shares are owned jointly with the director's wife.
(5) Ownership includes 200 shares owned by the Howard F. Roycroft Pension
Trust.
(6) Ownership excludes 666 shares owned by the director's wife.
(7) Shared voting power is claimed as to 162,500 shares, disclaimed as to
147,300 shares, and both shared voting and shared investment power are claimed
as to 2,500 shares. Information is furnished in reliance on Amendment No. 6 to
Schedule 13D of the named owner dated February 4, 1993, filed with the SEC.
</TABLE>
II. BENEFICIAL OWNERSHIP OF CHRIS-CRAFT STOCK
as of February 28, 1994, except where otherwise specified
<TABLE>
<CAPTION>
$1.40 CONVERTIBLE CLASS B
PREFERRED COMMON COMMON
STOCK (1)(2) STOCK (1)(2)(3) STOCK (2)(4)
---------------------- ---------------------- -----------------------
NUMBER PERCENT NUMBER PERCENT NUMBER PERCENT
BENEFICIAL OWNER OF SHARES OF CLASS OF SHARES OF CLASS OF SHARES OF CLASS
- ----------------------------------------------- --------- --------- --------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Laurey J. Barnett.............................. -- -- -- -- 11,813 *
Lawrence R. Barnett (5)........................ 50,900 17.1% 1,924,895 23.0% 2,929,573 13.0%
John L. Eastman................................ -- -- -- -- -- --
James D. Hodgson............................... -- -- -- -- -- --
Garth S. Lindsey............................... -- -- -- -- -- --
Thomas L. Muir................................. -- -- -- -- -- --
Norman Perlmutter (6).......................... -- -- 5,551 * 39,200 *
Abraham A. Ribicoff............................ -- -- -- -- -- --
Howard F. Roycroft............................. -- -- -- -- -- --
Rocco C. Siciliano............................. -- -- -- -- -- --
Herbert J. Siegel (7).......................... 167,057 56.2% 4,555,854 42.9% 6,766,501 25.6%
John C. Siegel (8)............................. 6,000 2.0% 384,842 5.1% 504,026 2.4%
Evan C Thompson (9)............................ 130 * 633,668 8.6% 1,262,992 6.0%
All UTV directors and executive officers as a
group, including the directors and executive
officers named above (13 persons) (10)........ 223,711 75.3% 6,866,649 58.6% 10,334,689 34.8%
<FN>
- --------
* Less than 1%
(1) Each share of Chris-Craft $1.40 Convertible Preferred Stock is
convertible into 9.73794 shares of Chris-Craft Common Stock and 19.47587 shares
of Chris-Craft Class B Common Stock, except that if such share of Chris-Craft
$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 29.21381 shares of Chris-Craft
Common Stock. Each share of Chris-Craft Class B Common Stock is convertible into
one share of Chris-Craft Common Stock.
(2) At December 31, 1993, (a) the Trustee of the Chris-Craft Employees'
Stock Purchase Plan (the "Chris-Craft Stock Purchase Plan") held 364,323 shares
of Chris-Craft Class B Common Stock, 464,855
</TABLE>
(NOTES CONTINUED ON NEXT PAGE)
4
<PAGE>
<TABLE>
<S> <C>
shares of Chris-Craft Common Stock and 246 shares of Chris-Craft $1.40
Convertible Preferred Stock (representing 5%, 2% and less than 1% of the
outstanding shares of the respective classes at February 28, 1994), and (b) the
Trustees under the Chris-Craft Profit Sharing Plan held 150,000 shares of
Chris-Craft Class B Common Stock (representing 2% of the outstanding shares of
the class at February 28, 1994). A committee appointed by the Board of Directors
of Chris-Craft to administer the Chris-Craft Stock Purchase Plan is empowered to
direct voting of the shares held by the Trustee under that plan, and the
Trustees under the Chris-Craft Profit Sharing Plan are empowered to vote and
dispose of the shares held by that plan. Herbert J. Siegel, Lawrence R. Barnett
and another director of Chris-Craft are the members of the committee under the
Chris-Craft Stock Purchase Plan and are the Trustees under the Chris-Craft
Profit Sharing Plan. The numbers of shares set forth in the table with respect
to each director or named executive officer other than Herbert J. Siegel and
Lawrence R. Barnett exclude shares held in the Chris-Craft Profit Sharing Plan
and include, with respect to the Chris-Craft Stock Purchase Plan, only shares
vested at December 31, 1993. The numbers of shares set forth in the table with
respect to each of Herbert J. Siegel, Lawrence R. Barnett and all directors and
executive officers as a group include all shares held in the Chris-Craft Profit
Sharing Plan and the Chris-Craft Stock Purchase Plan at December 31, 1993. If,
at February 28, 1994, the shares of Chris-Craft $1.40 Convertible Preferred
Stock held in the Chris-Craft Stock Purchase Plan at December 31, 1993 had been
converted, and the Chris-Craft Class B Common Stock issuable upon such
conversion had been added to the Chris-Craft Class B Common Stock then held in
the Chris-Craft Stock Purchase Plan and the Chris-Craft Profit Sharing Plan, the
shares of Chris-Craft Class B Common Stock held in the two plans would represent
7% of the Chris-Craft Class B Common Stock that would have been outstanding; if,
at February 28, 1994, the shares of Chris-Craft $1.40 Convertible Preferred
Stock held in the Chris-Craft Stock Purchase Plan at December 31, 1993 had been
converted, the Chris-Craft Class B Common Stock then held in the Chris-Craft
Stock Purchase Plan and the Chris-Craft Profit Sharing Plan, or issuable upon
conversion of the Chris-Craft $1.40 Convertible Preferred Stock held in the
Chris-Craft Stock Purchase Plan, had been converted, and the Chris-Craft Common
Stock issuable upon such conversions had been added to the Chris-Craft Common
Stock then held in such plans, the shares of Chris-Craft Common Stock held in
the two plans would represent 5% of the Chris-Craft Common Stock that would have
been outstanding.
(3) Includes shares of Chris-Craft Class B Common Stock issuable upon
conversion of the Chris-Craft $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.
(4) Includes shares of Chris-Craft Common Stock issuable upon conversion of
the Chris-Craft $1.40 Convertible Preferred Stock and the Chris-Craft 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.
(5) Ownership includes 10,919 shares of Chris-Craft Class B Common Stock
owned by a charitable foundation of which Mr. Barnett and certain members of his
family are the directors and 43,250 shares issuable on exercise of options
previously granted under Chris-Craft's 1989 Director Stock Option Plan or to be
granted immediately following Chris-Craft's 1994 annual meeting of stockholders
under Chris-Craft's 1994 Director Stock Option Plan.
(6) Ownership includes 30,873 shares of Chris-Craft Common Stock issuable
on exercise of options previously granted under Chris-Craft's 1989 Director
Stock Option Plan or to be granted immediately following Chris-Craft's 1994
annual meeting of stockholders under Chris-Craft's 1994 Director Stock Option
Plan.
</TABLE>
5
<PAGE>
<TABLE>
<S> <C>
(7) Ownership includes 110,000 shares of Chris-Craft Common Stock issuable
pursuant to a currently exercisable stock option and excludes 300,000 shares to
be granted pursuant to Chris-Craft's 1994 Management Incentive Plan and 13,000
shares of Chris-Craft $1.40 Convertible Preferred Stock, 60,711 shares of
Chris-Craft Class B Common Stock and 11,330 shares of Chris-Craft Common Stock
owned by the director's wife.
(8) Ownership includes 34,333 shares of Chris-Craft Common Stock issuable
pursuant to currently exercisable stock options.
(9) Ownership includes 259,368 shares of Chris-Craft Common Stock issuable
pursuant to currently exercisable stock options and excludes 200,000 shares to
be granted pursuant to Chris-Craft's 1994 Management Incentive Plan.
(10) Ownership includes all shares held in the Chris-Craft Stock Purchase
Plan and the Chris-Craft Profit Sharing Plan as of December 31, 1993 (see Note
2). Of the shares held in the Chris-Craft Stock Purchase Plan, 116 shares of
Chris-Craft $1.40 Convertible Preferred Stock, 247,808 shares of Chris-Craft
Class B Common Stock and 389,332 shares of Chris-Craft Common Stock were held
for the accounts of employees other than directors or executive officers of UTV.
</TABLE>
III. BENEFICIAL OWNERSHIP OF BHC CLASS A COMMON STOCK
as of February 28, 1994
<TABLE>
<CAPTION>
NUMBER
BENEFICIAL OWNER OF SHARES (1)
- ---------------------------------------------------------------- -------------
<S> <C>
Laurey J. Barnett............................................... --
Lawrence R. Barnett (2)......................................... 309
John L. Eastman................................................. --
James D. Hodgson................................................ --
Garth S. Lindsey................................................ --
Thomas L. Muir.................................................. --
Norman Perlmutter............................................... --
Abraham A. Ribicoff (3)......................................... 65
Howard F. Roycroft.............................................. --
Rocco C. Siciliano.............................................. --
Herbert J. Siegel (2)........................................... 538
John C. Siegel.................................................. --
Evan C Thompson................................................. --
All UTV directors and executive officers as a group, including
the directors named above (13 persons) (2)..................... 603
<FN>
- --------
(1) Each amount shown represents less than 1% of the class. In accordance
with SEC rules, percentages have been computed deeming as not outstanding
226,503 shares of BHC Class A Common Stock held by UTV.
(2) Ownership includes 309 shares held in the Chris-Craft Profit Sharing
Plan, of which Messrs. Herbert J. Siegel and Lawrence R. Barnett and another
Chris-Craft director are Trustees. See Note 2 to Table II.
(3) Shares are owned jointly with the director's wife.
</TABLE>
EXECUTIVE COMPENSATION
The following table sets forth all plan and non-plan compensation paid to
the individuals indicated therein for services rendered in all capacities to UTV
and its subsidiaries during the three years ended December 31, 1993.
6
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
AWARDS
ANNUAL COMPENSATION (1) ------------
------------------------- SECURITIES ALL OTHER
SALARY BONUS UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) OPTIONS (#) ($)(2)
- ------------------------------------------------------- ---- ----------- ---------- ------------ ----------------
<S> <C> <C> <C> <C> <C>
Evan C Thompson (3) ................................... 1993 0 0
President and Chief Executive Officer 1992 0 0
1991 0 0
Garth S. Lindsey ...................................... 1993 150,000 95,000 -- 46,782 (4)
Executive Vice President, Chief Financial Officer and 1992 126,000 74,000 12,500 45,577
Secretary 1991 126,000 56,000 -- 23,090
Laurey J. Barnett ..................................... 1993 150,000 72,000 -- 18,906 (5)
Vice President and 1992 120,000 55,000 10,000 9,592
Director of Programming 1991 95,000 30,000 -- 1,800
Thomas L. Muir ........................................ 1993 100,000 60,000 -- 10,000
Treasurer and Controller 1992 84,000 46,000 8,000 12,290
1991 84,000 34,000 -- 10,000
<FN>
- ---------
(1) Excludes automobile allowance of $600 per month paid to Messrs. Lindsey
and Muir and Ms. Barnett, and perquisites and other personal benefits
aggregating less than the lesser of $50,000 or 10% of total annual salary and
bonus reported for the named person.
(2) Includes annual forgiveness of indebtedness of Mr. Lindsey of $20,000
and of Mr. Muir of $10,000. See Certain Relationships and Related Transactions
below.
(3) Mr. Thompson receives no regular compensation from UTV and received no
compensation from UTV between 1991 and 1993. Since 1984 UTV has paid Chris-Craft
a management fee at the rate of $400,000 per year, which fee was determined by
agreement between Chris-Craft and UTV, primarily for the executive management
services of certain Chris-Craft senior officers to UTV. During each of the three
years, UTV paid to Chris-Craft the UTV Chairman's fee of $75,000 that otherwise
would have been payable to Herbert J. Siegel, and directors' fees of $25,000
that otherwise would have been payable to each of John C. Siegel and Lawrence R.
Barnett had they not been employed by Chris-Craft as employees or as a
consultant, and from May 1, 1992 through December 31, 1993, $1,000 for each
meeting of the Board of Directors attended.
(4) Reflects UTV contributions, or accruals under the Benefit Equalization
Plan in lieu of contributions and forfeiture allocations, of $1,908 to the Stock
Purchase Plan and $24,874 with respect to the Profit Sharing Plan.
(5) Reflects UTV contributions, or accruals under the Benefit Equalization
Plan in lieu of contributions and forfeiture allocations, with respect to the
Profit Sharing Plan.
</TABLE>
No stock option was granted to any of the named individuals during 1993.
The following table sets forth information concerning each exercise of stock
options during 1993 by each of the named individuals, along with the year-end
value of unexercised options.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS
FISCAL YEAR-END (#) AT FISCAL YEAR-END ($)
SHARES ACQUIRED VALUE -------------------------- --------------------------
NAME ON EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------- --------------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Evan C Thompson............. 0 0 0 0 0 0
Garth S. Lindsey............ 12,000 91,500 4,166 8,334 59,365 118,759
Laurey J. Barnett........... 6,000 76,500 3,333 6,667 47,495 95,005
Thomas L. Muir.............. 6,000 40,000 2,666 5,334 37,990 76,009
</TABLE>
7
<PAGE>
The following table illustrates the annual pension benefit that would be
payable by UTV (including benefits payable under the Benefit Equalization Plan)
upon retirement at age 65 or older to a person in specified compensation and
years-of-service classifications:
PENSION PLAN TABLE
Annual pension benefit payable as a life annuity with 5 years of payments
guaranteed and before reduction for Social Security benefits.
<TABLE>
<CAPTION>
YEARS OF SERVICE
REMUNERATION 15 20 25 30 35
- ------------------------------------------------------- --------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
$125,000............................................... $ 35,312 $ 47,083 $ 58,853 $ 58,853 $ 58,853
150,000............................................... 42,812 57,083 71,353 71,353 71,353
175,000............................................... 50,312 67,083 83,853 83,853 83,853
200,000............................................... 57,812 77,083 96,353 96,353 96,353
225,000............................................... 65,312 87,083 108,853 108,853 108,853
250,000............................................... 72,812 97,083 118,800 118,800 118,800
300,000............................................... 87,812 117,083 118,800 118,800 118,800
</TABLE>
Benefits under UTV Employees' Retirement Plan generally are payable to plan
participants on or after age 65. The benefit is calculated as 1.4% of Final
Average Compensation not in excess of the individual's Covered Compensation plus
2% of Final Average Compensation in excess of the individual's Covered
Compensation multiplied by all years of service not greater than 25 years.
Covered Compensation is the average of the Social Security wage bases during the
35 year period ending with the year of the individual's Social Security
retirement age. "Final Average Compensation" is the average monthly compensation
paid to a participant during the five consecutive calendar years during which
such average is highest. Compensation is defined as all compensation, including
such items as overtime pay and bonuses, but excluding any amounts paid as
contributions to any employee benefit plan or reimbursement for business
expenses. The participant's maximum annual benefit may not exceed an indexed
amount, currently $118,800.
The credited years of service under the Retirement Plan at February 28, 1994
were: Garth S. Lindsey, 18 years; Laurey J. Barnett, 9 years; Thomas L. Muir, 17
years.
BOARD REPORT ON EXECUTIVE COMPENSATION
Salaries for 1993 for the executive officers named in the Summary
Compensation Table were fixed by the Board of Directors at the end of the prior
fiscal year based on subjective perception 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, which for 1993 entailed additional work relating to certain television
stations. The Board generally adopts recommendations of the Chairman and the
CEO, who base their recommendations on past salary levels and their perception
of the quality of the respective performances of the executive officers and
attempt to match total base salaries and bonuses with their perception of
compensation levels at a small number of entertainment companies of which they
have knowledge and which they consider comparable to UTV. The Chairman and CEO
assess 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.
Bonuses were higher in 1993 reflecting record results of operations.
The members of the Board of Directors:
HERBERT J. SIEGEL LAWRENCE R. BARNETT JOHN L. EASTMAN
JAMES D. HODGSON NORMAN PERLMUTTER ABRAHAM A. RIBICOFF
HOWARD F. ROYCROFT ROCCO C. SICILIANO JOHN C. SIEGEL EVAN C THOMPSON
8
<PAGE>
The following line graph compares total cumulative shareholder return for
UTV, the Standard & Poor's ("S&P") 500 index and the S&P Broadcast Media index,
assuming the investment of $100 in each in December 1988 and the monthly
reinvestment of dividends. The performance shown on the graph is not necessarily
indicative of future performance.
[CAMERA READY GRAPH]
INDEXED/CUMULATIVE RETURNS
<TABLE>
<CAPTION>
BASE
PERIOD RETURN RETURN RETURN RETURN RETURN
COMPANY/INDEX NAME 1988 1989 1990 1991 1992 1993
- --------------------------------------------------------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
UNITED TELEVISION INC.................................... 100 127.52 104.59 89.91 99.08 152.29
S&P 500.................................................. 100 131.69 127.60 166.47 179.15 197.21
BROADCAST MEDIA.......................................... 100 143.79 119.40 128.66 156.63 219.71
</TABLE>
Pursuant to SEC rules, the material under the caption, BOARD REPORT ON
EXECUTIVE COMPENSATION, through and including the line graph and related
explanatory material, is not to be deemed "soliciting material" nor "filed" with
the SEC. It is specifically excluded from any material which is incorporated by
reference in UTV 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
Beginning January 1, 1994, the standard arrangement pursuant to which each
director of UTV is compensated for all services as a director is a fee of
$35,000 per annum, except that the Chairman's fee is $85,000 per annum.
Directors receive an additional $7,500 per annum for service on each of the
Audit Committee and the Retirement Board, which administers the Employees'
Retirement Plan. In 1993, directors of UTV received a fee of $25,000 plus $1,000
for each meeting of the Board of Directors attended, except that the Chairman's
fee was $75,000. Directors received an additional $3,000 per annum for service
on the Audit Committee, except that the Chairman of the Audit Committee received
an additional $4,000 per annum.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During 1993, UTV and BHC each incurred costs of $357,000 for the joint
production with third parties of original programming.
During 1993, Garth S. Lindsey and Thomas L. Muir were indebted to UTV in the
amounts of $100,000 and $50,000, respectively, for loans made to them by UTV,
the current outstanding balances of which aggregate $80,000 and $40,000,
respectively. The loans were made in 1983 for the purpose of assisting
9
<PAGE>
Messrs. Lindsey and Muir in relocating their homes in connection with the
relocation of UTV's executive offices from Minneapolis to Los Angeles. The loans
are represented by non-interest bearing notes due December 31, 1997 and require
annual installment payments of 10% of the original principal amount. These
installments will be forgiven by UTV so long as Messrs. Lindsey and Muir are
employed by UTV on each payment date. The sixth such installment was forgiven in
1993. Each loan is secured by a deed of trust on the borrower's home and
provides that at the option of the holder the loan will become due and payable
upon sale or further encumbrance of the borrower's home without the consent of
the holder.
Employment agreements with Garth S. Lindsey and Thomas L. Muir that have
expired, except for severance arrangements, provide that, if UTV terminates such
officer's employment without cause, it will either give him 90 days advance
notice of termination or a severance payment equal to 13 weeks' salary at his
then current rate. In addition, UTV will pay him a severance payment equal to 25
weeks' salary at his then current rate.
Laurey J. Barnett, who is a daughter of Lawrence R. Barnett, Vice Chairman
of UTV, continued during 1993 to serve UTV as Vice President and Director of
Programming. Her salary and bonus for 1993 appears under Executive
Compensation--Summary Compensation Table; and Ms. Barnett's employment continues
in the same capacity and on the same terms, except that her current salary is at
the rate of $155,000 per year.
Peter Mathes, who is a step-son of Abraham A. Ribicoff, a director of UTV,
continued during 1993 to serve UTV as Vice President and General Manager of
KTVX. His salary and bonus for 1993 aggregated $255,000; he received a monthly
automobile allowance of $800; and he participated in UTV benefit plans on the
same basis as other eligible employees. Mr. Mathes' employment continues in the
same capacity and on the same terms, except that his current salary is at the
rate of $160,000 per year.
The law firm of Hogan & Hartson, to which Howard F. Roycroft, a director of
UTV, is of counsel, performed legal services for UTV during 1993 as did the law
firm of Kaye, Scholer, Fierman, Hays & Handler to which Abraham A. Ribicoff, a
UTV director, is special counsel.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
UTV's executive officers and directors are required under the Securities
Exchange Act of 1934 to file reports of ownership and changes in beneficial
ownership of UTV equity securities with the SEC. Copies of those reports must
also be furnished to UTV. Based solely on a review of the copies of reports
furnished to UTV and written representations that no Forms 5 were required, UTV
believes that during 1993 all filing requirements applicable to executive
officers and directors were complied with, except as follows: Thomas L. Muir
inadvertently failed timely to file a report of an exercise of a stock option
and the sale of the underlying shares, which transactions were subsequently
reported on Form 5 for 1993, which was timely filed.
RATIFICATION OF SELECTION OF AUDITORS
The stockholders are to take action upon ratification of the selection of
Price Waterhouse as auditors of UTV for its fiscal year ending December 31,
1994. Representatives of Price Waterhouse 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. Price Waterhouse was
the independent accountant for UTV for its fiscal year ended December 31, 1993.
If the selection of Price Waterhouse 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
public accountants whose selection for any period subsequent to the next annual
meeting will be presented for stockholder approval at such meeting.
On February 27, 1992, Price Waterhouse was engaged as the principal
accountant for UTV, and Arthur Andersen & Co. ("Arthur Andersen"), which was the
independent accountant for UTV for the year ended December 31, 1991, was
replaced as the independent accountant, effective on completion of the 1991
audit. Arthur Andersen's report on the financial statements of UTV for 1991 did
not contain an adverse opinion or
10
<PAGE>
a disclaimer of opinion and was not qualified or modified as to uncertainty,
audit scope or accounting principles. The decision to change accountants
was approved by the audit committee of UTV. Since January 1, 1991 there were
no disagreements between UTV and Arthur Andersen on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to Arthur Andersen's
satisfaction, would have caused Arthur Andersen to make reference to the
subject matter of the disagreements in connection with any such report.
SUBMISSION OF STOCKHOLDER PROPOSALS
Stockholder proposals intended for inclusion in the proxy statement for the
next annual meeting must be received by UTV at its principal executive offices
by November 30, 1994.
GENERAL
The Board of Directors did not know, a reasonable time before the
commencement of the solicitation, of any business constituting a proper subject
for action by the stockholders to be presented to the meeting other than as set
forth in this Proxy Statement. However, if any other matter should properly come
before the meeting, the persons named in the enclosed form of proxy intend to
vote such proxy in accordance with their best judgment.
UTV'S 1993 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: GARTH S.
LINDSEY, SECRETARY, UNITED TELEVISION, INC., 8501 WILSHIRE BOULEVARD, SUITE 340,
BEVERLY HILLS, CALIFORNIA 90211.
UTV 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 UTV 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
UTV, who will receive no additional compensation therefor. UTV has engaged D.F.
King & Co., Inc. to solicit proxies and distribute materials to brokers, banks,
custodians and other nominee holders and will pay approximately $4,500 for these
services, in addition to reimbursement of certain expenses.
By Order of the Board of Directors,
GARTH S. LINDSEY, SECRETARY
11
<PAGE>
UNITED TELEVISION, INC.
P THIS PROXY IS SOLICITED ON BEHALF OF
R THE BOARD OF DIRECTORS
O
X Lawrence R. Barnett, Garth S. Lindsey and John C. Siegel, and each of
Y them, each with full power of substitution, hereby are authorized to
vote, by a majority of those or their substitutes present and acting at
the meeting or, if only one shall be present and acting, then that one,
all of the shares of United Television, Inc. that the undersigned would
be entitled, if personally present, to vote at its 1994 Annual Meeting
of 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 hereof and in the notice of annual meeting and the proxy
statement.
/SEE REVERSE SIDE/
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
<PAGE>
/X/ Please mark votes as in this example.
1. Election of Directors
Nominees: Lawrence R. Barnett, Howard F. Roycroft,
Rocco C. Siciliano, Norman Perlmutter
AUTHORITY
FOR WITHHELD
ALL AS TO ALL
NOMINEES NOMINEES
/ / / /
/ / _______________________________________
For all nominees except as stated above
FOR AGAINST ABSTAIN
2. Ratification of the selection / / / / / /
of Price Waterhouse as
auditors.
Unless otherwise specified, this proxy will be voted FOR proposals
1 and 2.
MARK HERE
FOR ADDRESS / /
CHANGE AND
NOTE AT LEFT
Please sign below exactly as your name appears hereon. If the named holder is
a corporation, partnership or other association, please sign its name and add
your own 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: _____________________________________ Date _______________
Signature: _____________________________________ Date _______________
