<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
United Television, Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 27, 1995
To the Stockholders of
UNITED TELEVISION, INC.:
The annual meeting of the stockholders of United Television, Inc. ("UTV")
will be held at the Minneapolis Hilton and Towers, 1001 Marquette Avenue,
Minneapolis, Minnesota 55403, on April 27, 1995, at 2:00 P.M., for the purpose
of considering and acting upon the following matters:
(1) Election of directors.
(2) Approval and adoption of the 1995 Director Stock Option Plan.
(3) Ratification of the selection of Price Waterhouse LLP ("Price
Waterhouse") as auditors of UTV for the year ending December 31, 1995.
(4) 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, 1995
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 Minneapolis/St. Paul television
station, KMSP, after the meeting. Whether or not you plan to attend the meeting,
you are urged promptly to complete, date and sign the enclosed proxy and to mail
it to 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 24, 1995
By Order of the Board of Directors,
GARTH S. LINDSEY, Secretary
<PAGE> 3
UNITED TELEVISION, INC.
132 S. RODEO DRIVE, FOURTH FLOOR
BEVERLY HILLS, CALIFORNIA 90212-2425
-------------------------------
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 27, 1995 and at any adjournment thereof. March
24, 1995 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, 1995, the record date for the meeting, UTV had
outstanding 9,821,221 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 a plurality of the votes cast. The favorable
vote of holders of a majority of the Common Stock present or represented at the
meeting is required to approve the 1995 Director Stock Option Plan. Abstentions
have the same effect as a vote against the 1995 Director Stock Option Plan, and
broker non-votes have no effect. 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 John L. Eastman, James
D. Hodgson and Herbert J. Siegel as directors until the third annual meeting
following the April 27, 1995 meeting and until their respective successors are
elected and qualified. Information with respect to each such nominee, as well as
the seven present directors whose terms of office expire at the first or second
annual meeting following the April 27, 1995 meeting, is set forth below:
<TABLE>
<CAPTION>
AGE, HAS SERVED
OTHER POSITIONS WITH UTV, PRINCIPAL OCCUPATION FEBRUARY 28, AS DIRECTOR
NAME AND CERTAIN OTHER DIRECTORSHIPS 1995 SINCE
---------------------- ----------------------------------------------- ------------ -----------
<S> <C> <C> <C>
NOMINEES FOR THREE-YEAR TERM
John L. Eastman....... Partner, Eastman & Eastman, New York City law 55 1985
firm; Director, BHC Communications, Inc.
("BHC")(1)
James D. Hodgson...... Director, eight mutual funds of Alliance 79 1981
Capital Management 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 66 1981
Board and President, Chris-Craft Industries,
Inc. ("Chris-Craft")(2) and BHC
INCUMBENT DIRECTORS--TWO-YEAR REMAINING TERM
Lawrence R. Barnett... Vice Chairman, UTV; Director, Consultant and 81 1981
retired Executive Vice President, Chris-Craft
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
AGE, HAS SERVED
OTHER POSITIONS WITH UTV, PRINCIPAL OCCUPATION FEBRUARY 28, AS DIRECTOR
NAME AND CERTAIN OTHER DIRECTORSHIPS 1995 SINCE
---------------------- ----------------------------------------------- ------------ -----------
<S> <C> <C> <C>
Howard F. Roycroft.... Of Counsel, Hogan & Hartson, Washington, D.C. 64 1982
law firm; Chairman of the Board, WIJY, Inc.,
radio broadcasting
Rocco C. Siciliano.... Consultant; Chairman, Eisenhower World Affairs 73 1984
Institute
Norman Perlmutter..... Chairman of the Board and Chief Executive 61 1988
Officer, Heitman Financial Ltd., real estate
financial services; Director, McArthur/Glen
Realty Group, United Asset Management
Corporation and Chris-Craft
INCUMBENT DIRECTORS--ONE-YEAR REMAINING TERM
Abraham A. Ribicoff... Special Counsel, Kaye, Scholer, Fierman, Hays & 84 1983
Handler, 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- 42 1981
SF")(3); Senior Vice President, Chris-Craft;
Director, BHC
Evan C Thompson....... President and Chief Executive Officer, UTV; 52 1983
Executive Vice President, Chris-Craft and
President, Television Division; Director,
Chris-Craft
</TABLE>
---------------
(1) BHC, a parent of UTV, is engaged principally in the television
broadcasting business.
(2) Chris-Craft, the parent of BHC, is also principally engaged in the
television broadcasting business.
(3) UTV-SF, a wholly owned subsidiary of UTV, owns television station KBHK
in San Francisco.
The principal occupation of each of the directors for the past five years
is stated in the foregoing table. In case a nominee shall become unavailable for
election, which is not expected, it is intended that the proxy solicited hereby
will be voted for whomever the present Board of Directors shall designate to
fill such vacancy.
John C. Siegel is a son of Herbert J. Siegel. Laurey J. Barnett, Vice
President and Director of Programming, is the daughter of Lawrence R. Barnett.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
UTV has established standing audit and compensation committees to assist
the Board of Directors in discharging its responsibilities. UTV has no
nominating 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 accountants in
connection with these reviews. The committee recommends to the Board the
appointment of the independent accountants, subject to ratification by the
stockholders at the annual meeting, to serve as auditors for the following year
in examining the corporate accounts. The independent accountants periodically
meet with the Audit Committee and have access to the committee at any time. The
committee held two meetings during 1994. Its members are Mr. Ribicoff, Chairman
of the Committee, and Messrs. Hodgson and Siciliano.
The Compensation Committee was established at the end of 1994 (after the
Board had fixed 1995 salaries and 1994 bonuses for executive officers) to assist
the Board in determining the compensation of UTV officers. The Compensation
Committee accordingly conducted no meetings during 1994. Its members are Messrs.
Hodgson, Perlmutter and Siciliano. The Board of Directors Report on Executive
Compensation appears on page 9.
2
<PAGE> 5
UTV's Board of Directors held nine meetings during 1994. During that
period, Mr. Eastman 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, 1995, 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, 1995, 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(1).............................................. 10,753 *
Lawrence R. Barnett(2)............................................ 234,892 2.4%
John L. Eastman................................................... 500 *
James D. Hodgson(3)............................................... 2,000 *
Garth S. Lindsey(2)(4)............................................ 243,659 2.5%
Thomas L. Muir(5)................................................. 5,422 *
Norman Perlmutter................................................. 2,000 *
Abraham A. Ribicoff(6)............................................ 1,000 *
Howard F. Roycroft(7)............................................. 300 *
Rocco C. Siciliano................................................ 500 *
Herbert J. Siegel(2)(8)........................................... 234,892 2.4%
John C. Siegel(2)................................................. 234,892 2.4%
Evan C Thompson................................................... 25,000 *
All UTV directors and executive officers as a group, including
those named above (13 persons)(2)............................... 285,220 2.9%
Chris-Craft Industries, Inc....................................... 5,509,027 56.1%
(through BHC Communications, Inc., a majority owned subsidiary)
767 Fifth Avenue, New York, New York 10153
Gabelli Funds, Inc., Gabelli Securities, Inc.,
GAMCO Investors, Inc. and Mario J. Gabelli
One Corporate Center, Rye, New York 10580(9)................. 1,560,252 15.9%
</TABLE>
---------------
* Less than 1%.
(1) Ownership includes 6,666 shares issuable pursuant to currently
exercisable stock options.
(2) As of December 31, 1994, (a) the Trustee of the Employees' Stock
Purchase Plan of UTV (the "Stock Purchase Plan") held 224,892 shares of UTV
Common Stock (representing 2.1% of the outstanding shares at February 28, 1995),
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, 1995). 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
(Notes continued on next page)
3
<PAGE> 6
shares set forth in the table with respect to each executive officer, other than
Herbert J. Siegel, John C. Siegel, and Garth S. Lindsey, include, with respect
to the Stock Purchase Plan, only shares vested as of December 31, 1994. The
numbers of shares set forth with respect to each of Herbert J. Siegel, Lawrence
R. Barnett, John C. Siegel, Garth S. Lindsey and all UTV 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, 1994.
(3) Voting and investment power are shared with the director's wife.
(4) Ownership includes 8,333 shares issuable pursuant to currently
exercisable stock options. Voting power and disposition power is shared with the
executive officer's wife as to 317 shares held in a family trust.
(5) Ownership includes 2,667 shares issuable pursuant to currently
exercisable stock options.
(6) Shares are owned jointly with the director's wife.
(7) Ownership includes 200 shares owned by the Howard F. Roycroft Pension
Trust.
(8) Ownership excludes 666 shares owned by the director's wife.
(9) Voting power is disclaimed as to 70,100 shares. Information is
furnished in reliance on Amendment No. 8 to Schedule 13D of the named owner
dated February 21, 1995, filed with the SEC.
II. BENEFICIAL OWNERSHIP OF CHRIS-CRAFT STOCK
<TABLE>
<CAPTION>
$1.40 CONVERTIBLE CLASS B COMMON
PREFERRED STOCK(1)(2) STOCK(1)(2)(3) COMMON 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.................... -- -- -- -- 12,532 *
Lawrence R. Barnett(5)............... 50,900 18.0% 1,969,658 23.0% 2,999,935 12.8%
John L. Eastman...................... -- -- -- -- -- --
James D. Hodgson..................... -- -- -- -- -- --
Garth S. Lindsey..................... -- -- -- -- -- --
Thomas L. Muir....................... -- -- -- -- -- --
Norman Perlmutter(6)................. -- -- 5,717 * 28,416 *
Abraham A. Ribicoff.................. -- -- -- -- -- --
Howard F. Roycroft................... -- -- -- -- -- --
Rocco C. Siciliano................... -- -- -- -- -- --
Herbert J. Siegel(7)................. 157,057 55.6% 4,679,547 43.8% 6,948,386 25.5%
John C. Siegel(8).................... 6,000 2.1% 396,390 5.2% 555,057 2.6%
Evan C Thompson(9)................... 130 * 652,682 8.7% 1,217,310 5.6%
All UTV directors and executive
officers as a group, including
those named above (13 persons)(10). 213,711 75.7% 7,059,662 59.7% 10,539,458 34.6%
</TABLE>
---------------
* Less than 1%.
(1) Each share of Chris-Craft $1.40 Convertible Preferred Stock is
convertible into 10.03008 shares of Chris-Craft Common Stock and 20.06014 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 30.09022 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.
(Notes continued on next page)
4
<PAGE> 7
(2) At December 31, 1994, (a) the Trustee of the Chris-Craft Employees'
Stock Purchase Plan (the "Chris-Craft Stock Purchase Plan") held 362,271 shares
of Chris-Craft Class B Common Stock, 498,068 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, 1995), and (b) the Trustees under the Chris-Craft Profit Sharing
Plan held 154,500 shares of Chris-Craft Class B Common Stock (representing 2% of
the outstanding shares of the class at February 28, 1995). 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 executive officer other than Herbert J. Siegel
include, with respect to the Stock Purchase Plan, only shares vested at December
31, 1994. 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, 1994. If, at February 28,
1995, the shares of Chris-Craft $1.40 Convertible Preferred Stock held in the
Chris-Craft Stock Purchase Plan at December 31, 1994 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, 1995, the
shares of Chris-Craft $1.40 Convertible Preferred Stock held in the Chris-Craft
Stock Purchase Plan at December 31, 1994 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 23,495 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 19,840 shares issuable on exercise of options
previously granted under Chris-Craft's 1989 and 1994 Director Stock Option Plans
or to be granted immediately following Chris-Craft's 1995 annual meeting of
stockholders under Chris-Craft's 1994 Director Stock Option Plan.
(6) Ownership includes 19,840 shares of Chris-Craft Common Stock issuable
on exercise of options previously granted under Chris-Craft's 1989 and 1994
Director Stock Option Plans or to be granted immediately following Chris-Craft's
1995 annual meeting of stockholders under Chris-Craft's 1994 Director Stock
Option Plan.
(7) Ownership includes 100,000 shares of Chris-Craft Common Stock issuable
pursuant to currently exercisable stock option and excludes 13,000 shares of
Chris-Craft $1.40 Convertible Preferred Stock, 62,530
(Notes continued on next page)
5
<PAGE> 8
shares of Chris-Craft Class B Common Stock and 10,000 shares of Chris-Craft
Common Stock owned by the director's wife.
(8) Ownership includes 70,725 shares of Chris-Craft Common Stock issuable
pursuant to currently exercisable stock options.
(9) Ownership includes 137,391 shares of Chris-Craft Common Stock issuable
pursuant to currently exercisable stock options.
(10) Ownership includes all shares held in the Chris-Craft Stock Purchase
Plan and the Chris-Craft Profit Sharing Plan as of December 31, 1994 (see Note
2). Of the shares held in the Chris-Craft Stock Purchase Plan, 116 shares of
Chris-Craft $1.40 Convertible Preferred Stock, 242,250 shares of Chris-Craft
Class B Common Stock and 418,660 shares of Chris-Craft Common Stock were held
for the accounts of employees other than directors or executive officers of UTV.
III. BENEFICIAL OWNERSHIP OF BHC CLASS A COMMON STOCK
<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
those named above (13 persons)(2).............................................. 603
</TABLE>
---------------
(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.
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, 1994.
6
<PAGE> 9
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
AWARDS
ANNUAL ------------
COMPENSATION(1) SECURITIES
------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OPTIONS(#) COMPENSATION($)(2)
-------------------------------- ---- ------- ------- ------------ ------------------
<S> <C> <C> <C> <C> <C>
Evan C Thompson(3).............. 1994 0 0
President and Chief Executive 1993 0 0
Officer 1992 0 0
Garth S. Lindsey................ 1994 155,000 200,000 15,000 23,928(2)(4)
Executive Vice President, 1993 150,000 95,000 -- 46,782
Chief Financial Officer and 1992 126,000 74,000 12,500 45,577
Secretary
Laurey J. Barnett............... 1994 155,000 145,000 12,000 761(5)
Vice President and 1993 150,000 72,000 -- 18,906
Director of Programming 1992 120,000 55,000 10,000 9,592
Thomas L. Muir.................. 1994 103,000 130,000 9,000 10,000(2)
Treasurer and Controller 1993 100,000 60,000 -- 10,000
1992 84,000 46,000 8,000 12,290
</TABLE>
---------------
(1) Excludes automobile allowance of $600 per month paid to Messrs. Lindsey
and Muir and Ms. Barnett (increased to $800 commencing in 1995), 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 1992 and 1994. Since 1986, 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. Beginning
with 1994, UTV has also paid BHC subsidiary KCOP Television, Inc. a management
fee of $1,750,000 per year to reimburse KCOP for expenses incurred, attributable
to the compensation paid by KCOP to its executive and support staff for the
portion of their services which constitutes executive management services to
UTV. During each of the three years beginning in 1992, UTV paid to Chris-Craft
the UTV Chairman's fee of $75,000 ($85,000 beginning in 1994) that otherwise
would have been payable to Herbert J. Siegel, and directors' fees of $25,000
($35,000 beginning in 1994) 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, 1994,
$1,000 for each meeting of the Board of Directors attended.
(4) Reflects UTV contributions, or accruals under UTV's Benefit
Equalization Plan in lieu of contributions and forfeiture allocations, of $1,588
to the UTV Stock Purchase Plan and $2,340 with respect to the UTV Profit Sharing
Plan.
(5) Reflects UTV contributions, or accruals under the Benefit Equalization
Plan in lieu of contributions and forfeiture allocations of $306 to the Stock
Purchase Plan and $455 with respect to the Profit Sharing Plan.
7
<PAGE> 10
The following table sets forth information regarding each grant of stock
options made during 1994 to each of the named individuals. Options become
exercisable in three equal annual installments commencing on the first
anniversary of the grant and may be exercised on a cumulative basis at any time
before expiration.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
NUMBER OF PERCENT OF TOTAL ANNUAL RATES OF STOCK
SECURITIES OPTIONS PRICE APPRECIATION FOR
UNDERLYING GRANTED OPTION TERM
OPTIONS GRANTED TO EMPLOYEES IN EXERCISE PRICE EXPIRATION -----------------
NAME (#) FISCAL YEAR ($/SH) DATE 5%($) 10%($)
-------------------------- --------------- ---------------- -------------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Evan C Thompson........... 0 0 0 0 0
Garth S. Lindsey.......... 15,000 6.90% 53.50 12/27/99 221,700 489,900
Laurey J. Barnett......... 12,000 5.52% 53.50 12/27/99 177,360 391,920
Thomas L. Muir............ 9,000 4.14% 53.50 12/27/99 133,020 293,940
</TABLE>
The following table sets forth information concerning each exercise of
stock options during 1994 by each of the named individuals, along with the
year-end value of unexercised options.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT FISCAL YEAR-END(#) AT FISCAL YEAR-END($)
SHARES ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
-------------------------- -------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Evan C Thompson........... 0 0 0 0 0 0
Garth S. Lindsey.......... 0 0 8,333 19,167 227,074 128,551
Laurey J. Barnett......... 0 0 6,666 15,334 181,648 102,852
Thomas L. Muir............ 2,666 37,366 2,667 11,667 72,676 81,676
</TABLE>
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 five years of
payments guaranteed.
<TABLE>
<CAPTION>
YEARS OF SERVICE
---------------------------------------------------
REMUNERATION 15 20 25 30 35
--------------------------------------------- ------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$125,000..................................... $35,167 $ 46,890 $ 58,612 $ 58,612 $ 58,612
150,000..................................... 42,667 56,890 71,112 71,112 71,112
175,000..................................... 50,167 66,890 83,612 83,612 83,612
200,000..................................... 57,667 76,890 96,112 96,112 96,112
225,000..................................... 65,167 86,890 108,612 108,612 108,612
250,000..................................... 72,667 96,890 120,000 120,000 120,000
300,000..................................... 87,667 116,890 120,000 120,000 120,000
400,000..................................... 117,667 120,000 120,000 120,000 120,000
</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 $120,000.
8
<PAGE> 11
The credited years of service under the Retirement Plan at February 28,
1995 were: Garth S. Lindsey, 19 years; Laurey J. Barnett, 10 years; Thomas L.
Muir, 18 years.
BOARD OF DIRECTORS REPORT ON EXECUTIVE COMPENSATION
Salaries for 1994 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 and stock option grants
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 1994 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, and stock options granted, in
1994 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
PERFORMANCE GRAPH
The following line graph compares cumulative total shareholder return for
UTV, the Standard & Poor's ("S&P") 500 Stock Index and the S&P Broadcast Media
index, assuming the investment of $100 in each in December 1989 and the monthly
reinvestment of dividends. The performance shown on the graph is not necessarily
indicative of future performance.
UNITED TELEVISION, INC.
TOTAL RETURN TO SHAREHOLDERS: 1990-1994
<TABLE>
<CAPTION>
MEASUREMENT PERIOD S&P BROADCAST S&P 500 STOCK
(FISCAL YEAR COVERED) UTV MEDIA INDEX
<S> <C> <C> <C>
1989 100 100 100
1990 82 83 97
1991 71 89 126
1992 78 109 136
1993 119 153 150
1994 157 142 152
</TABLE>
9
<PAGE> 12
Pursuant to SEC rules, the material under the captions Board of Directors
Report on Executive Compensation and Performance Graph is not to be deemed
"soliciting material" nor "filed" with the SEC. It is specifically excluded from
any material 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
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, the Compensation
Committee, and the Retirement Board, which administers the Employees' Retirement
Plan.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During 1994, UTV and BHC each incurred costs of $3,312,000 for the joint
production with third parties of original television programming.
During 1994, Garth S. Lindsey and Thomas L. Muir were indebted to UTV in
the amounts of $80,000 and $40,000, respectively, for loans made to them by UTV,
the current outstanding balances of which aggregate $60,000 and $30,000,
respectively. The loans were made in 1983 for the purpose of assisting 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 seventh such installment was forgiven
in 1994. 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. In 1994, Mr. Muir received from UTV a non-interest bearing loan of
$36,882, secured by Mr. Muir's home, to defray costs incurred by him in
connection with the repair of damage to his home from the Northridge Earthquake.
One half of the loan, is repayable over a four year period, beginning in August
1995, in equal monthly installments. At the end of such period, the balance of
the loan will be forgiven, if Mr. Muir is employed by UTV at that time. If,
prior thereto, Mr. Muir voluntarily terminates his employment with UTV, he will
be required to repay the full balance of the loan.
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 1994 to serve UTV as Vice President and Director of
Programming. Her salary and bonus for 1994 appears in the 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 $160,000 per year.
Peter Mathes, who is a stepson of Abraham A. Ribicoff, a director of UTV,
continued during 1994 to serve UTV as Vice President and General Manager of
KTVX. His salary and bonus for 1994 aggregated $330,000; 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 $165,000 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 1994.
10
<PAGE> 13
1995 DIRECTOR STOCK OPTION PLAN
The Board of Directors has adopted the 1995 Director Stock Option Plan (the
"1995 Plan"), subject to stockholder approval. The Board of Directors believes
that the 1995 Plan is desirable to encourage ownership in UTV by outside
directors, whose services are considered essential, by providing a further
incentive to continue to serve as directors and, through utilization of the
incentives provided by the 1995 Plan, to attract and retain experienced and
qualified candidates to fill vacancies on the Board of Directors which may occur
in the future.
The 1995 Plan is set forth as Exhibit A to this Proxy Statement, and the
following description is qualified in its entirety by this reference thereto.
Under the 1995 Plan, options to purchase an aggregate of 85,000 shares of
UTV Common Stock, $.10 par value, may be granted from time to time to persons
who are now or shall become incumbent directors who are not, at the respective
times, employees of UTV or any subsidiary ("Eligible Directors"). Pursuant to
the 1995 Plan, the aggregate number of shares which may be subject to options
granted to any one director shall not exceed 13,000 shares. Seven directors
currently are eligible to participate in the 1995 Plan.
The 1995 Plan is to be administered by the Board of Directors. The Board is
generally empowered to interpret the 1995 Plan, to prescribe, amend and rescind
rules and regulations relating to it and to determine the terms and provisions
of the respective option agreements. The per share exercise price of each option
shall equal the fair market value of a share of the Common Stock on the date of
grant. Upon exercise of an option, the optionee may pay the purchase price with
cash, Common Stock of UTV already owned by him, or a combination of cash and
stock.
Each option granted under the 1995 Plan will be evidenced by a written
agreement in such form as the Board will from time to time approve. Each
director who, on February 23, 1995, the date of the adoption by the Board of the
1995 Plan, was an Eligible Director was granted as of such date, subject to
stockholder approval, an option under the 1995 Plan to purchase 500 shares of
Common Stock for each year or part thereof of service as a director of UTV.
Commencing in 1995, immediately following each annual meeting of stockholders,
each director who is on that date an Eligible Director will automatically be
granted an option to purchase 1,000 shares of Common Stock. Accordingly, the
following directors have been granted, subject to stockholder approval of the
1995 Plan at the annual meeting, options covering the indicated numbers of
shares of Common Stock, exercisable at $58.00 per share. Lawrence R. Barnett,
7,000; John Eastman, 5,000; James D. Hodgson, 7,000; Norman Perlmutter, 3,500;
Abraham A. Ribicoff, 6,000; Howard F. Roycroft, 6,500; Rocco C. Siciliano,
5,500. If the 1995 Plan is so approved, immediately thereafter, each such
director will be granted an option covering 1,000 shares of Common Stock at an
exercise price per share equal to the fair market value on the date of grant.
Options will not be transferable other than by will or the laws of descent and
distribution and may be exercised during the lifetime of the optionee only by
him.
No option will be exercisable after the expiration of the earlier of (i)
five years from the date of grant, (ii) three months following (x) the
retirement or resignation of the optionee as a director or (y) the failure of
the optionee to be reelected as a director, or (iii) nine months following the
total and permanent disability or death of the optionee.
Shares subject to option may be either authorized but unissued shares or
shares which have been issued and reacquired by UTV. The number of shares
subject to option and the exercise price of options are subject to appropriate
adjustment by the Board in the event of changes in the outstanding Common Stock
by reason of changes in UTV's corporate structure or capitalization.
The Board of Directors may suspend, discontinue or amend the 1995 Plan
provided, however, that (except for adjustments by reason of changes in UTV's
corporate structure or capitalization) any change in the number of shares
subject to the 1995 Plan, in the definition of the class of directors eligible
to receive options or that will materially increase the benefits accruing to
participants, shall require approval of stockholders. In addition, provisions of
the 1995 Plan relating to the number of shares covered by an option at its
initial grant and the exercise price may not be amended more frequently than
once every six months, except to conform the plan to provisions of the Internal
Revenue Code and the Employee Retirement Income Security Act.
11
<PAGE> 14
On March 17, 1995, the closing sale price of the Common Stock as reported
in the NASDAQ National Market System was $59.50 per share.
TAX CONSEQUENCES
UTV has been advised as follows regarding the federal income tax
consequences applicable to the grant and exercise of options under the 1995
Plan:
Optionees will not be taxed upon the grant of a stock option. Except as
noted below, at the time of exercise of a stock option, the optionee generally
will recognize ordinary income in an amount equal to the excess of the fair
market value of the shares over the option price, and UTV generally will be
entitled to a deduction in the same amount. The shares so acquired will have a
basis to the optionee equal to their fair market value on, and a holding period
commencing on the day after, the date of exercise. Upon the sale of a share so
acquired, any gain or loss will result in a capital gain or loss measured by the
difference between the optionee's basis and the amount realized on such sale,
provided the share sold is a capital asset in the hands of the holder.
If the optionee uses previously acquired shares of Common Stock to pay the
exercise price of a stock option, the optionee will not ordinarily recognize
taxable income to the extent that the number of new shares received upon
exercise of the option does not exceed the number of previously acquired shares
so used. If non-recognition treatment applies to the payment for option shares
with previously acquired shares, the tax basis and holding period of the shares
received without recognition of taxable income will be determined by reference
to the basis and holding period of the shares surrendered as payment. If a
greater number of shares of Common Stock is received upon exercise than the
number of shares surrendered in payment of the option price, the option holder
will be required to include in gross income (and UTV will be entitled to deduct)
an amount equal to the fair market value of the additional shares on the date
the stock option is exercised less any cash paid for the shares, and the holding
period of the additional shares will commence on the day after the exercise
date.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ADOPTION OF THE 1995
DIRECTOR STOCK OPTION PLAN.
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,
1995. 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, 1994.
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
accountants whose selection for any period subsequent to the next annual meeting
will be presented for stockholder approval at such meeting.
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, 1995.
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.
12
<PAGE> 15
UTV'S 1994 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., 132 S. RODEO DRIVE, FOURTH FLOOR,
BEVERLY HILLS, CALIFORNIA 90212-2425.
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 $5,000 for these
services, in addition to reimbursement of certain expenses.
By Order of the Board of Directors,
GARTH S. LINDSEY, Secretary
13
<PAGE> 16
EXHIBIT A
UNITED TELEVISION, INC.
1995 DIRECTOR STOCK OPTION PLAN
1. PURPOSE
The purpose of this 1995 Director Stock Option Plan (the "Plan") of United
Television, Inc. (the "Company"), is to encourage ownership in the Company by
outside directors of the Company, whose services are considered essential to the
Company's continued progress, and thus to provide them with a further incentive
to continue to serve as directors of the Company. The Plan is also intended to
assist the Company through utilization of the incentives provided by the Plan to
attract and retain experienced and qualified candidates to fill vacancies in the
Board of Directors which may occur in the future.
2. ADMINISTRATION
The Plan will be administered by the Board of Directors (the "Board") of
the Company. Subject to the express provisions of the Plan, the Board will have
complete authority to interpret the Plan; to prescribe, amend, and rescind rules
and regulations relating to it; to determine the terms and provisions of the
respective option agreements (which need not be identical); and to make all
other determinations necessary or advisable for the administration of the Plan.
The Board's determinations on the matters referred to in this Section 2 will be
conclusive.
3. PARTICIPATION IN THE PLAN
Persons who are now or shall become incumbent directors of the Company who
are not at the respective times employees of the Company or any affiliate of the
Company shall be eligible to participate in the Plan (an "Eligible Director"). A
director of the Company shall not be deemed to be an employee of the Company
solely by reason of the existence of a consulting contract or arrangement
between such director and the Company or any subsidiary thereof pursuant to
which the director agrees to provide consulting services to the Company or its
subsidiaries on a regular or occasional basis for a stated consideration.
4. STOCK SUBJECT TO THE PLAN
The stock subject to the Plan shall consist of 85,000 shares of Common
Stock, $.10 par value, of the Company ("Common Stock"), as the same may be
adjusted pursuant to Section 9. Subject to Section 9, options for not more than
13,000 shares may be granted to an Eligible Director pursuant to the Plan.
Shares issuable on exercise of options granted under this Plan may be, as the
Board shall from time to time determine, either authorized and unissued shares
of Common Stock or issued shares of Common Stock that have been reacquired by
the Company. If an option granted under the Plan shall expire or terminate for
any reason without having been exercised in full, the shares represented by the
portion thereof not so exercised shall (unless the Plan shall have been
terminated) become available for other options to be granted under the Plan.
5. STOCK OPTIONS
Each option granted under this Plan shall be evidenced by a written
agreement in such form as the Board shall from time to time approve, which
agreements shall comply with and be subject to the following terms and
conditions:
A. Previous Service Options. In recognition of services to the
Company previous to the adoption of the Plan, each director who is on the
date of the adoption of the Plan an Eligible Director shall automatically
be granted an option under the Plan to purchase 500 shares of Common Stock
for each year or part thereof of service as a director ("Previous Service
Options").
A-1
<PAGE> 17
B. Current Service Options. Commencing in 1995, immediately
following each annual meeting of stockholders of the Company, each director
who is on that date an Eligible Director shall automatically be granted
under the Plan an option to purchase 1,000 shares of Common Stock.
C. Option Price per Share. All options granted hereunder shall be
exercisable at a price per share equal to the fair market value (as
hereinafter defined) of a share of Common Stock on the date of the grant.
For purposes of the Plan, the term "fair market value" of a share of Common
Stock shall mean, as of the date on which such fair market value is to be
determined, the closing price of a share of Common Stock as reported in The
Wall Street Journal (or a publication or reporting service deemed
equivalent to The Wall Street Journal for such purpose by the Board) as
reported for the NASDAQ National Market System and other securities markets
which at the time are included in the stock price quotations of such
publication. If no such price was so reported for the date of grant, then
fair market value shall be the mean average of such closing prices (i) so
last reported before the date of grant and (ii) so next reported after the
date of grant. In the event that the Board shall determine such stock price
quotation is not representative of fair market value, the Board may
determine fair market value in such a manner as it shall deem appropriate
under the circumstances.
D. Options Nontransferable. Each option granted under the Plan by
its terms shall not be transferable by the optionee otherwise than by will,
or by the laws of descent and distribution, and shall be exercisable during
the lifetime of the optionee only by him. No option or interest therein may
be transferred, assigned, pledged, or hypothecated by the optionee during
his lifetime, whether by operation of law or otherwise, or be made subject
to execution, attachment, or similar process.
E. Expiration of Options. No option shall be exercisable after the
expiration of the earliest of (i) five years from the date when such option
was granted, (ii) three months following (x) the retirement or resignation
of the optionee as a director of the Company or (y) the failure of the
optionee to be re-elected a director of the Company, or (iii) nine months
following the total and permanent disability or death of the optionee.
F. Exercise of Options. Options may be exercised at any time by
notice to the Company, accompanied by payment of the full purchase price
for the Common Stock as to which they are exercised, as well as any
federal, state, and/or local income tax withholding required in connection
with the exercise. Such purchase price shall be paid in full upon any
exercise of an option (i) by cash, including a personal check payable to
the order of the Company or (ii) by delivering at fair market value, valued
as of the date of delivery, securities issued by the Company already owned
by the optionee, or (iii) by any combination of (i) and (ii).
G. Nonstatutory Options. No option granted under the Plan shall
constitute an "incentive stock option" as that term is defined in the
Internal Revenue Code of 1986.
6. MODIFICATION, EXTENSION, AND RENEWAL OF OPTIONS
The Board shall have the power to modify, extend or renew outstanding
options and authorize the grant of new options in substitution therefor,
provided that such power may not be exercised in a manner which would (i) alter
or impair any rights or obligations under any option previously granted without
the written consent of the optionee or (ii) adversely affect the qualification
of the Plan or any other stock-related plan of the Company under Rule 16b-3
adopted pursuant to the Securities Exchange Act of 1934, or any successor
provision.
7. ASSIGNMENT
The rights and benefits under this Plan may not be assigned and any
attempted assignment of such rights and benefits shall be null and void.
A-2
<PAGE> 18
8. LIMITATION OF RIGHTS
A. No Right to Continue as a Director. Neither the Plan, nor the granting
of an option or any other action taken pursuant to the Plan, shall constitute or
be evidence of any agreement or understanding, express or implied, that the
Company will retain a director for any period of time, or at any particular rate
of compensation.
B. No Stockholders' Rights for Optionees. An optionee or his
representative shall have no rights as a stockholder with respect to the shares
covered by his option until the date of the issuance to him or his
representative of a stock certificate therefor.
9. CHANGES IN PRESENT COMMON STOCK
In the event of any merger, consolidation, reorganization,
recapitalization, stock dividend, stock split or other change in the corporate
structure or capitalization affecting the Company's present Common Stock,
appropriate adjustment shall be made by the Board in the number and kind of
shares which are or may become subject to options granted or to be granted
hereunder and the per share option price to be paid therefor.
10. EFFECTIVE DATE AND DURATION OF THE PLAN
If adopted by the stockholders at their 1995 annual meeting, this Plan
shall become effective as of February 23, 1995, the date of its adoption by the
Board and shall terminate on February 23, 2005 (unless earlier discontinued by
the Board), but such termination shall not affect the rights of the holder of
any option outstanding on such date of termination.
11. AMENDMENT OF THE PLAN
The Board may suspend or discontinue the Plan or revise or amend it in any
respect whatsoever, provided, however, that without approval of the stockholders
no revision or amendment shall change the number of shares subject to the Plan
(except as provided in Section 9), change the definition of the class of
directors eligible to receive options, or materially increase the benefits
accruing to participants under the Plan. Notwithstanding the preceding sentence,
none of Sections 3, 5.A, 5.B, or 5.C shall be amended more than once every six
months, other than to comport with changes in the Internal Revenue Code, the
Employee Retirement Income Security Act, federal securities laws or the rules
thereunder.
12. COMPLIANCE WITH LAW, ETC.
Notwithstanding any other provision of this Plan or agreements made
pursuant hereto, the Company shall not be required to issue or deliver any
certificate or certificates for shares of Common Stock under this Plan prior to
fulfillment of all of the following conditions:
(i) Effectiveness of any registration or other qualification of such
shares or the Company under any state or federal law or regulation which
the Board shall, in its absolute discretion or upon the advice of counsel,
deem necessary or advisable; and
(ii) Grant of any other consent, approval or permit from any state or
federal governmental agency or securities exchange which the Board shall,
in its absolute discretion or upon the advice of counsel, deem necessary or
advisable.
13. NOTICE
Any notice to the Company required by this Plan shall be in writing
addressed to the Secretary of the Company at its principal office, and shall be
deemed delivered only when it is received by the Secretary.
14. GOVERNING LAW
This Plan and all determinations made and actions taken pursuant hereto
shall be governed by the law of the State of New York and construed accordingly.
A-3
<PAGE> 19
UNITED TELEVISION, INC.
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
P Lawrence R. Barnett, Garth S. Lindsey and John C. Siegel, and each of them,
R each with full power of substitution, hereby are authorized to vote, by a
O majority of those or their substitutes present and acting at the meeting or,
X if only one shall be present and acting, then that one, all of the shares of
Y United Television, Inc. that the undersigned would be entitled, if personally
present, to vote at its 1995 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.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
----------------
SEE REVERSE SIDE
----------------
<PAGE> 20
/X/ PLEASE MARK VOTES AS IN THIS EXAMPLE.
1. Election of Directors
NOMINEES: John L. Eastman, James D. Hodgson and Herbert J. Siegel
/ / FOR ALL NOMINEES / / AUTHORITY WITHHELD AS TO ALL NOMINEES
/ / _________________________________________________________________
For all nominees except as noted above
2. Approval of 1995 Director Stock Option Plan
/ / FOR / / AGAINST / / ABSTAIN
3. Ratification of the selection of Price Waterhouse LLP as auditors.
/ / FOR / / AGAINST / / ABSTAIN
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2
AND 3.
/ / 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 ___________________
