UNITED TELEVISION INC, DEF 14A, 1996-03-25

UNITED TELEVISION INC
DEF 14A, 1996-03-25
TELEVISION BROADCASTING STATIONS

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<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:

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(4) Date Filed:

------------------------------------------------------------------------
<PAGE> 2

[UTV LOGO]

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

APRIL 25, 1996

To the Stockholders of
UNITED TELEVISION, INC.:

The annual meeting of the stockholders of United Television, Inc. ("UTV")
will be held at the Portland Hilton, 921 S.W. Sixth Avenue, Portland, Oregon
97204-1296, on April 25, 1996, 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 LLP ("Price
Waterhouse") as auditors of UTV for the year ending December 31, 1996.

(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 29, 1996
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. 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 25, 1996
By Order of the Board of Directors,

GARTH S. LINDSEY, Secretary

132 S. Rodeo Drive
Fourth Floor
Beverly Hills,
California 90212-2425
310-281-4844
<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 25, 1996 and at any adjournment thereof. March
25, 1996 is the approximate date on which this Proxy Statement and the
accompanying form of proxy are first being mailed to stockholders.

As of February 29, 1996, the record date for the meeting, UTV had
outstanding 9,652,088 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. A majority of
the votes cast is required to approve each other matter to be acted on at the
meetings. Abstentions and broker non-votes have no effect on the proposals being
acted upon.

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 Abraham A. Ribicoff,
John C. Siegel and Evan C Thompson as directors until the third annual meeting
following the April 25, 1996 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 25, 1996 meeting, is set forth below:

<TABLE>
<CAPTION>
AGE, HAS SERVED
OTHER POSITIONS WITH UTV, PRINCIPAL OCCUPATION FEBRUARY 29, AS DIRECTOR
NAME AND CERTAIN OTHER DIRECTORSHIPS 1996 SINCE
- ---------------------- ----------------------------------------------- ------------ -----------
<S> <C> <C> <C>
INCUMBENT DIRECTORS--TWO-YEAR REMAINING TERM
John L. Eastman....... Partner, Eastman & Eastman, New York City law 56 1985
firm; Director, BHC
James D. Hodgson...... Director, eight mutual funds of Alliance 80 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 67 1981
Board and President, Chris-Craft and BHC
INCUMBENT DIRECTORS--ONE-YEAR REMAINING TERM
Lawrence R. Barnett... Vice Chairman, UTV; Director, Consultant and 82 1981
retired Executive Vice President, Chris-Craft
Howard F. Roycroft.... Of Counsel, Hogan & Hartson, Washington, D.C. 65 1982
law firm; Chairman of the Board, WIJY, Inc.,
radio broadcasting
Rocco C. Siciliano.... Consultant; Chairman, Eisenhower World Affairs 74 1984
Institute
Norman Perlmutter..... Chairman of the Board and Chief Executive 62 1988
Officer, Heitman Financial Ltd., real estate
financial services; Director, HGI Realty
Corp. and Chris-Craft
</TABLE>

- ---------------
(1) UTV-SF, a wholly owned subsidiary of UTV, owns television station KBHK
in San Francisco.

(2) Chris-Craft, the parent of BHC, is also principally engaged in the
television broadcasting business.

(3) BHC, the parent of UTV, is engaged principally in the television
broadcasting business.

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 one meeting during 1995. Its members are Mr. Ribicoff, Chairman
of the Committee, and Messrs. Hodgson and Siciliano.

The Compensation Committee assists the Board in determining the
compensation of UTV officers. The Compensation Committee held four meetings
during 1995. Its members are Messrs. Hodgson, Perlmutter and Siciliano. The
Board Compensation Committee Report on Executive Compensation appears on page 8.

UTV's Board of Directors held seven meetings during 1995. During that
period, Mr. Eastman attended fewer than 75% of the aggregate number of meetings
held by the Board of Directors.

2
<PAGE> 5

VOTING SECURITIES OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The management of UTV has been informed that, as of February 29, 1996, 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 29, 1996, 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(1) OF CLASS
------------------------------------------------------------------ ------------ --------
<S> <C> <C>
Laurey J. Barnett(2).............................................. 8,438 *
Lawrence R. Barnett(3)............................................ 255,038 2.6%
John L. Eastman................................................... 7,500 *
James D. Hodgson(4)............................................... 4,000 *
Garth S. Lindsey(3)(5)............................................ 255,972 2.6%
Thomas L. Muir(6)................................................. 6,072 *
Norman Perlmutter................................................. 7,500 *
Abraham A. Ribicoff(7)............................................ 9,000 *
Howard F. Roycroft(8)............................................. 8,800 *
Rocco C. Siciliano................................................ 8,000 *
Herbert J. Siegel(3)(9)........................................... 246,038 2.5%
John C. Siegel(3)................................................. 246,038 2.5%
Evan C Thompson................................................... 25,000 *
All UTV directors and executive officers as a group, including
those named above (13 persons)(3)............................... 342,700 3.5%
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., Gabelli & Company, Inc., Gabelli Asset
Management Company International Advisory Services Ltd. and
Mario J. Gabelli
One Corporate Center, Rye, New York 10580(10)................ 1,590,262 16.5%
</TABLE>

- ---------------
* Less than 1%.

(1) Includes with respect to the following directors the indicated numbers
of shares issuable on exercise of options previously granted under the 1995
Director Stock Option Plan or to be granted thereunder immediately following the
1996 annual meeting of stockholders: Lawrence R. Barnett, 9,000; John L.
Eastman, 7,000; James D. Hodgson, 2,000; Norman Perlmutter, 5,500; Abraham A.
Ribicoff, 8,000; Howard F. Roycroft, 8,500; Rocco C. Siciliano, 7,500.

(2) Ownership includes 4,000 shares issuable pursuant to currently
exercisable stock options.

(3) As of December 31, 1995, (a) the Trustee of the Employees' Stock
Purchase Plan of UTV (the "Stock Purchase Plan") held 236,038 shares of UTV
Common Stock (representing 2.4% of the outstanding shares at February 29, 1996),
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 29, 1996). A committee appointed by the Board of
Directors of UTV to administer the Stock

(Notes continued on next page)

3
<PAGE> 6

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 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, 1995. 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, 1995.

(4) Voting and investment power are shared with the director's wife as to
2,000 shares.

(5) Ownership includes 9,500 shares issuable pursuant to currently
exercisable stock options. Voting power and disposition power is shared with the
executive officer's wife as to 434 shares held in a family trust.

(6) Ownership includes 3,000 shares issuable pursuant to currently
exercisable stock options.

(7) 1,000 shares are owned jointly with the director's wife.

(8) Ownership includes 200 shares owned by the Howard F. Roycroft Pension
Trust.

(9) Ownership excludes 666 shares owned by the director's wife.

(10) Voting power is disclaimed as to 73,300 shares. Information is
furnished in reliance on Amendment No. 13 to Schedule 13D of the named owner
dated March 8, 1996, filed with the SEC. The Reporting Persons' most recent
Schedule 13D filed prior to February 29, 1996 disclosed beneficial ownership of
1,742,380 shares (17.7% of the class as of February 29, 1996).

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.................... -- -- -- -- 12,907 *
Lawrence R. Barnett(5)............... 50,900 18.5% 2,003,818 23.2% 3,080,887 12.8%
John L. Eastman...................... -- -- -- -- -- --
James D. Hodgson..................... -- -- -- -- -- --
Garth S. Lindsey..................... -- -- -- -- 200 *
Thomas L. Muir....................... -- -- -- -- -- --
Norman Perlmutter(6)................. -- -- 5,888 * 34,497 *
Abraham A. Ribicoff.................. -- -- -- -- -- --
Howard F. Roycroft................... -- -- -- -- -- --
Rocco C. Siciliano................... -- -- -- -- -- --
Herbert J. Siegel(7)................. 157,057 57.1% 4,802,827 44.3% 7,219,497 25.6%
John C. Siegel(8).................... 6,000 2.2% 408,279 5.3% 625,855 2.8%
Evan C Thompson(9)................... 130 * 672,263 8.9% 1,356,320 6.0%
All UTV directors and executive
officers as a group, including
those named above (13 persons)(10).. 213,711 77.7% 7,246,514 60.4% 11,073,312 35.0%
</TABLE>

- ---------------
* Less than 1%.

(1) Each share of Chris-Craft $1.40 Convertible Preferred Stock is
convertible into 10.33098 shares of Chris-Craft Common Stock and 20.66194 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

(Notes continued on next page)

4
<PAGE> 7

a Permitted Transferee, as defined in Chris-Craft's certificate of
incorporation, such share is convertible into 30.99292 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, 1995, (a) the Trustee of the Chris-Craft Employees'
Stock Purchase Plan (the "Chris-Craft Stock Purchase Plan") held 360,670 shares
of Chris-Craft Class B Common Stock, 526,977 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 29, 1996), 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 29, 1996). 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 Chris-Craft Stock Purchase Plan, only shares vested
at December 31, 1995. 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, 1995. If,
at February 29, 1996, the shares of Chris-Craft $1.40 Convertible Preferred
Stock held in the Chris-Craft Stock Purchase Plan at December 31, 1995 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 29, 1996, the shares of Chris-Craft $1.40 Convertible Preferred
Stock held in the Chris-Craft Stock Purchase Plan at December 31, 1995 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 24,199 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 23,280 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 1996 annual meeting of
stockholders under Chris-Craft's 1994 Director Stock Option Plan.

(6) Ownership includes 23,280 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
1996 annual meeting of stockholders under Chris-Craft's 1994 Director Stock
Option Plan.

(Notes continued on next page)

5
<PAGE> 8

(7) Ownership includes 206,000 shares of Chris-Craft Common Stock issuable
pursuant to a currently exercisable stock option and excludes 8,000 shares of
Chris-Craft $1.40 Convertible Preferred Stock, 167,713 shares of Chris-Craft
Class B Common Stock and 4,653 shares of Chris-Craft Common Stock owned by the
director's wife.

(8) Ownership includes 126,435 shares of Chris-Craft Common Stock issuable
pursuant to currently exercisable stock options.

(9) Ownership includes 246,602 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, 1995 (see Note
2). Of the shares held in the Chris-Craft Stock Purchase Plan, 116 shares of
Chris-Craft $1.40 Convertible Preferred Stock, 237,044 shares of Chris-Craft
Class B Common Stock and 443,476 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.

6
<PAGE> 9

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, 1995.

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($)
- ----------------------------------- ---- ------- ------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Evan C Thompson(3)................. 1995 0 0 0 0
President and Chief Executive 1994 0 0 0 0
Officer 1993 0 0 0 0
Garth S. Lindsey................... 1995 160,000 180,000 -- 60,213(2)(4)
Executive Vice President, Chief 1994 155,000 200,000 15,000 23,928
Financial Officer and Secretary 1993 150,000 95,000 -- 46,782
Laurey J. Barnett.................. 1995 160,000 165,000 -- 27,030(5)
Vice President and 1994 155,000 145,000 12,000 761
Director of Programming 1993 150,000 72,000 -- 18,906
Thomas L. Muir..................... 1995 106,000 104,000 -- 22,450(2)(6)
Treasurer and Controller 1994 103,000 130,000 9,000 10,000
1993 100,000 60,000 -- 10,000
</TABLE>

- ---------------
(1) Excludes automobile allowance of $800 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, which indebtedness was incurred in 1983.

(3) Mr. Thompson receives no regular compensation from UTV and received no
compensation from UTV between 1993 and 1995. 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, which was $1,750,000 in 1994 and $2,200,000 in 1995, 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 1993, 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 January
1, 1993 through December 31, 1994, $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 $16,809 with
respect to the Stock Purchase Plan and $23,404 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, of $11,287 with
respect to the Stock Purchase Plan and $15,743 with respect to the Profit
Sharing Plan.

(6) Reflects UTV contributions, or accruals under the Benefit Equalization
Plan in lieu of contributions and forfeiture allocations, of $2,733 with respect
to the Stock Purchase Plan and $9,717 with respect to the Profit Sharing Plan.

7
<PAGE> 10

The following table sets forth information concerning each exercise of
stock options during 1995 by each of the named individuals, along with the
year-end value of unexercised options. No option was granted to any executive
officer in 1995.

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.......... 8,000 260,000 9,500 10,000 467,250 367,500
Laurey J. Barnett......... 0 0 14,000 8,000 777,000 294,000
Thomas L. Muir............ 2,667 92,012 5,667 6,000 278,281 220,500
</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..................................... $35,018 $ 46,691 $ 58,364 $ 58,364 $ 58,364
150,000..................................... 42,518 56,691 70,864 70,864 70,864
175,000..................................... 50,018 66,691 83,364 83,364 83,364
200,000..................................... 57,518 76,691 95,864 95,864 95,864
225,000..................................... 65,018 86,691 108,364 108,364 108,364
250,000..................................... 72,518 96,691 120,000 120,000 120,000
300,000..................................... 87,518 116,691 120,000 120,000 120,000
400,000..................................... 117,518 120,000 120,000 120,000 120,000
450,000..................................... 120,000 120,000 120,000 120,000 120,000
</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.

The credited years of service under the Retirement Plan at February 29,
1996 were: Garth S. Lindsey, 20 years; Laurey J. Barnett, 11 years; Thomas L.
Muir, 19 years.

BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

Salaries for 1995 for the executive officers named in the Summary
Compensation Table were fixed by the Board of Directors, upon recommendation of
the Compensation Committee, at the end of the prior fiscal year, based on a
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
1994 and 1995 entailed additional work relating to BHC's television stations and
the UPN network. The Compensation Committee generally adopts recommendations of
the Chairman and the CEO, who base their recommenda-

8
<PAGE> 11

tions 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.

JAMES D. HODGSON NORMAN PERLMUTTER ROCCO C. SICILIANO

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 1990 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: 1991-1995

<TABLE>
<CAPTION>
MEASUREMENT PERIOD S&P BROADCAST S&P 500 STOCK
(FISCAL YEAR COVERED) UTV MEDIA INDEX
<S> <C> <C> <C>
1990 100 100 100
1991 85.96 107.76 130.47
1992 94.74 131.18 140.41
1993 145.61 184.00 154.56
1994 191.23 170.84 156.60
1995 319.24 223.65 215.45
</TABLE>

Pursuant to SEC rules, the material under the captions Board Compensation
Committee 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

Each director who is not a UTV employee receives a retainer of $35,000 per
year, except that the Chairman's fee is $85,000, plus $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. In addition,
Howard F. Roycroft received $5,000 during 1995 for service on the combined
Chris-Craft/BHC/UTV Special Benefits Committee. Pursuant to the 1995 Director
Stock Option Plan, each director who is not a UTV employee is granted, on each
annual meeting date, a five-year option to purchase 1,000 shares of UTV Common
Stock at a price per share equal to the market price on the date of grant.

9
<PAGE> 12

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During 1995, UTV and BHC each incurred costs of $571,000 for the joint
production with third parties of original television programming.

During 1995, Thomas L. Muir was indebted to UTV in the amount of $66,882
for loans made to him by UTV. One loan was made in 1983 for the purpose of
assisting him in relocating his home in connection with the relocation of UTV's
executive offices from Minneapolis to Los Angeles. This loan is represented by
non-interest bearing notes due December 31, 1997 and requires annual installment
payments of 10% of the original principal amount. These installments will be
forgiven by UTV so long as Mr. Muir is employed by UTV on each payment date. The
eighth such installment was forgiven in 1995. In 1994, Mr. Muir received from
UTV another non-interest bearing loan of $36,882, the balance of which was
$34,961 at December 31, 1995, 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 is required to repay the full balance of the loan. 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 1995 to serve UTV as Vice President and Director of
Programming. Her salary and bonus for 1995 appears in the Summary Compensation
Table, and Ms. Barnett's employment continues in the same capacity and on
essentially the same terms.

Peter Mathes, who is a stepson of Abraham A. Ribicoff, a director of UTV,
continued during 1995 to serve UTV as Vice President and General Manager of
KTVX. His salary and bonus for 1995 aggregated $370,000; 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 essentially the same terms.

A son of Lawrence R. Barnett, a director of Chris-Craft and UTV, is a
principal of the firm of Gipson Hoffman & Pancione, which performed legal
services for UTV during 1995 and is expected to perform similar services during
1996.

RATIFICATION OF SELECTION OF AUDITORS

The stockholders are to take action upon ratification of the selection of
Price Waterhouse LLP as auditors of UTV for its fiscal year ending December 31,
1996. 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, 1995.
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, 1996.

10
<PAGE> 13

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 1995 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

11
<PAGE> 14

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 1996 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 and in the notice
of annual meeting and the proxy statement.

CONTINUED ON REVERSE SIDE

PLEASE COMPLETE, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY

----------------
SEE REVERSE SIDE
----------------

<PAGE> 15

/X/ PLEASE MARK VOTES AS IN THIS EXAMPLE.

UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.

1. Election of Directors

NOMINEES: Abraham A. Ribicoff, John C. Siegel and Evan C Thompson

/ / FOR ALL NOMINEES / / AUTHORITY WITHHELD AS TO ALL NOMINEES

/ / _________________________________________________________________
For all nominees except as noted above

2. Selection of Price Waterhouse LLP as auditors.

/ / FOR / / AGAINST / / ABSTAIN

/ / 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 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 ___________________