SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(Mark One):
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED).
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE
REQUIRED).
For the transition period from to
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Commission file number - 1-8411
------
A. Full title of the plan and address of the
plan, if different from that of the issuer
named below:
UNITED TELEVISION, INC. EMPLOYEES' STOCK
PURCHASE PLAN
B. Name of the issuer of the securities held
pursuant to the plan and the address of its
principal executive office:
UNITED TELEVISION, INC.
132 S. Rodeo Drive - Fourth Floor
Beverly Hills, CA 90212
<PAGE>
UNITED TELEVISION, INC.
EMPLOYEES' STOCK PURCHASE PLAN
INDEX TO FINANCIAL STATEMENTS
-----------------------------
FINANCIAL STATEMENTS:
Report of Independent Accountants
Statements of Net Assets Available for Plan
Benefits --
As of December 31, 1995 and 1994
Statements of Changes in Net Assets Available
for Plan Benefits -- For the Years Ended
December 31, 1995 and 1994
Notes to Financial Statements
SUPPLEMENTARY SCHEDULES:
Assets Held for Investment -- As of December 31,
1995
Reportable Transactions -- For the Year Ended
December 31, 1995
All other schedules are omitted as not applicable
or not required, or the required information is
included in the accompanying financial
statements.
EXHIBIT:
Consent of Independent Accountants
SIGNATURES
----------
Pursuant to the requirements of the Securities
Exchange Act of 1934, the trustee (or other
persons who administer the Plan) has duly caused
this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.
UNITED TELEVISION, INC.
EMPLOYEES' STOCK PURCHASE PLAN
By /s/ Garth S. Lindsey
--------------------
Garth S. Lindsey
Executive Vice President
and Chief Financial Officer
United Television, Inc.
Date: June 21, 1996
-------------
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Administrative Committee
of the United Television, Inc.
Employees' Stock Purchase Plan
In our opinion, the accompanying statements of net
assets available for Plan benefits and the related
statements of changes in net assets available for
Plan benefits present fairly, in all material
respects, the net assets available for Plan benefits
of the United Television, Inc. Employees' Stock
Purchase Plan (the Plan), at December 31, 1995 and
1994, and the changes in net assets available for
Plan benefits for the years then ended, in conformity
with generally accepted accounting principles. These
financial statements are the responsibility of the
Plan's Administrative Committee; our responsibility
is to express an opinion on these financial
statements based on our audits. We conducted our
audits of these statements in accordance with
generally accepted auditing standards which require
that we plan and perform the audit to obtain
reasonable assurance about whether the financial
statements are free of material misstatement. An
audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the
financial statements, assessing the accounting
principles used and significant estimates made by
management, and evaluating the overall financial
statement presentation. We believe that our audits
provide a reasonable basis for the opinion expressed
above.
Our audit was made for the purpose of forming an
opinion on the basic financial statements taken as a
whole. The additional information included in
Schedules I and II is presented for purposes of
additional analysis and is not a required part of the
basic financial statements but is additional
information required by the Employee Retirement
Income Security Act of 1974. Such information has
been subjected to the auditing procedures applied in
the audit of the basic financial statements and, in
our opinion, is fairly stated in all material
respects in relation to the basic financial
statements taken as a whole.
PRICE WATERHOUSE
Century City, California
June 21, 1996
<PAGE>
<TABLE>
UNITED TELEVISION, INC.
EMPLOYEES' STOCK PURCHASE PLAN
STATEMENTS OF NET ASSETS
AVAILABLE FOR PLAN BENEFITS
---------------------------
<CAPTION>
December 31,
-------------------------
1995 1994
----------- -----------
<S> <C> <C>
ASSETS
------
United Television, Inc. common stock
(cost $8,714,059 and $7,552,771)
$21,302,430 $12,762,864
Cash and cash equivalents 962 149,486
----------- -----------
Total assets 21,303,392 12,912,350
----------- -----------
LIABILITIES
-----------
Payable to Plan members for excess
contributions 283,092 369,931
----------- -----------
Net assets available for
Plan Benefits $21,020,300 $12,542,419
=========== ===========
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
UNITED TELEVISION, INC.
EMPLOYEES' STOCK PURCHASE PLAN
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
---------------------------
<CAPTION>
Year Ended December 31,
-------------------------
1995 1994
----------- -----------
<S> <C> <C>
Sources of assets:
Contributions -
Members $ 993,369 $ 842,588
Employer 993,369 842,588
Appreciation in market
value of investments 8,263,714 2,872,044
Dividend and interest income 118,683 1,877
----------- -----------
Total sources of assets 10,369,135 4,559,097
Application of assets:
Distributions to members for
terminations, withdrawals
and excess contributions 1,891,254 1,091,149
----------- -----------
Total application of assets 1,891,254 1,091,149
----------- -----------
Net increase in net assets
available for Plan benefits 8,477,881 3,467,948
Net assets available for Plan benefits:
Beginning of year 12,542,419 9,074,471
----------- -----------
End of year $21,020,300 $12,542,419
=========== ===========
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
UNITED TELEVISION, INC.
EMPLOYEES' STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
-----------------------------
NOTE 1 - DESCRIPTION OF THE PLAN:
- --------------------------------
The United Television, Inc. Employees' Stock
Purchase Plan (the Plan) is a contributory stock
purchase plan established to allow employees to
invest in common stock of United Television, Inc.
(UTV).
All employees of UTV and its subsidiaries who are
compensated on a salaried or commission basis are
eligible for membership in the Plan, except as may
be otherwise provided in an applicable collective
bargaining agreement. An eligible person may become
a member by filing a written election. Members of
the Plan are required to contribute each payroll
period, at their election, 2%, 4% or 6% of their
compensation, as defined, toward the purchase of UTV
common stock. UTV is required to contribute monthly
25% of the members' aggregate contributions and may
contribute an additional discretionary amount,
provided UTV's aggregate contribution may not exceed
100% of the members' aggregate contributions for
the year. UTV's contributions may be in cash and/or
UTV stock. UTV matched 100% of members' aggregate
contributions for the years ended December 31, 1995
and 1994. At December 31, 1995, 421 employees were
actively participating in the Plan.
The Plan provides for administration by an
Administrative Committee comprised of a minimum of
three individuals appointed by the UTV Board of
Directors. Plan assets are held in trust by
CoreStates Bank, N.A. as Trustee (the Trustee) under
the overall direction of the Administrative
Committee. Cash contributions by both members and
UTV are invested in UTV common stock. The assets of
the Plan are allocated among accounts established for
each member. Income is allocated proportionately
among the members' accounts based upon their
respective account balances.
The shares credited to the account of each member for
UTV contributions are determined on the
basis of the member's proportionate share of total
member contributions. Shares may be distributed upon
retirement, death or permanent disability, and
provision is also made for distribution in the event
of termination of employment or withdrawal from the
Plan. See Note 4.
Forfeitures of varying portions of the stock
attributable to UTV's contributions arise from
termination of employment or withdrawal from the Plan
prior to completion of five years of membership in
the Plan. Forfeitures are reallocated to the
accounts of the remaining active members in the
Plan on the last day of the Plan year in which
the forfeiture occurs.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
- ---------------------------------------------------
Basis of accounting
- -------------------
The financial statements of the Plan have been
prepared utilizing the accrual basis of accounting,
primarily from data submitted to the Plan
Administrator by the Trustee.
Trust fund management
- ---------------------
Under the terms of a trust agreement between
CoreStates Bank, N.A. and UTV, the Trustee manages a
trust fund on behalf of the Plan. The investments,
and changes therein, of this trust fund have been
reported to the Plan Administrator by the Trustee as
having been determined through the use of market
values for all assets of the trust fund. Security
transactions are recorded on a trade-date basis.
The cost of shares distributed is based on average
cost.
Costs and expenses
- ------------------
The members' accounts are charged with expenses
incurred by the Trustee in connection with the
purchase of stock, primarily brokerage fees.
The Plan provides that other expenses of
administration may also be charged to members'
accounts, but such expenses have been paid by
UTV for each year presented.
Federal taxes applicable to the Plan
- ------------------------------------
All income, other than unrelated business income or
debt financed income, realized by a trust fund
established under a qualified plan is exempt from
federal income taxes. The Internal Revenue Service
has determined, most recently by letter dated
September 3, 1993, that the Plan is qualified under
Section 401 of the Internal Revenue Code (the Code)
and the related trust income is exempt from taxation
under Section 501(a) of the Code. Therefore,
no provision for federal or state income taxes has
been recorded in the accompanying financial
statements.
Employees who participate in the Plan are not
entitled to a deduction for their contributions to
the Plan, but are not subject to federal income tax
on amounts contributed to the Plan for their benefit
by their employer, or on the earnings and
appreciation, if any, on employer and employee
contributions, until such time as the amounts are
distributed to the employee. In general, an
employee is subject to tax on the excess of the
amounts distributed to him over the amounts he
has contributed to the Plan.
NOTE 3 - UNREALIZED APPRECIATION OF INVESTMENTS:
- -----------------------------------------------
The Plan carries its investment in UTV securities
at market value. Unrealized appreciation represents
the excess of such market value over the aggregate
cost of the investments and is summarized as
follows:
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------
1995 1994
----------- -----------
<S> <C> <C>
Net unrealized appreciation
at beginning of year $ 5,205,872 $ 2,680,608
Increase in market value of investments
during the year 8,263,714 2,872,044
Realized appreciation on investments
distributed to members (881,215) (346,780)
----------- -----------
Net unrealized appreciation
at end of year $12,588,371 $ 5,205,872
=========== ===========
<FN>
The unrealized appreciation of the Plan's December 31, 1995 investments was $14,240,637 on June 21, 1996.
</TABLE>
NOTE 4 - DISTRIBUTIONS TO MEMBERS:
- ---------------------------------
Distributions under the Plan are made to members, or
in the event of death their designated
beneficiaries, in the event of termination of
employment or upon withdrawal from the Plan after
receipt of written consent from the member, and for
the purpose of complying with the anti-
discrimination provisions of the Code, in whole
shares of stock, with fractional shares of stock
payable in cash. Included in net assets available
for benefits is $3,586 and $266,835 at
December 31, 1995 and 1994, respectively,
related to future amounts payable to Plan members
for terminations and withdrawals.
A member (or the beneficiary in the case of death)
will be entitled to a distribution of 100 percent of
his account upon termination of employment by normal
retirement, permanent disability or death. A member
who otherwise terminates and is credited with five
or more years of continuous service will receive 100
percent of his account. A member who otherwise
terminates, having less than five years of
continuous service, will receive 100 percent of
that part of the member's account attributable to
the member's contributions and a percentage of the
shares attributable to UTV's contributions, as
summarized below:
Years of Percentage
Continuous Attributable to
Service UTV's Contributions
----------------- -------------------
Less than 2 20
2 but less than 3 40
3 but less than 4 60
4 but less than 5 80
For this purpose, an individual is not credited
with service for periods in which the individual
declined to participate in the Plan.
Terminated employees forfeit the unvested portion
of their accounts upon the later of 1) distribution
of the vested portion, or 2) one year from the
termination date (or if no shares are distributed,
the expiration of five consecutive one-year periods
of severance). Forfeitures are allocated among the
remaining active member's accounts in the
proportion that each member's yearly contribution
to the Plan bears to the total yearly contribution
for all active members on the last day of the Plan
year. If a terminated individual is reemployed
by the Plan sponsor within five years of
termination, the forfeited shares will be restored
either through additional UTV contributions or the
reallocation of newly forfeited shares.
UTV has not expressed any intent to terminate the
Plan. In the event that the Plan is terminated,
each member affected will be entitled to a
distribution calculated in the same manner as a
distribution for a normal retirement. In such an
event, no member will be deprived of any amount
credited to the member's account, and there will be
no reversion of any part of the fund to UTV.
The following dollar amounts for distributions are
calculated using the market values per share on the
transfer date:
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------
1995 1994
----------- -----------
<S> <C> <C>
Balances in members' accounts
prior to distribution $ 1,979,906 $ 1,189,862
Less nonvested amounts
not distributed (88,652) (98,713)
----------- -----------
Distribution to members for
terminations, withdrawals
and excess contributions $ 1,891,254 $ 1,091,149
=========== ===========
</TABLE>
NOTE 5 - PARTY IN INTEREST TRANSACTIONS:
- ---------------------------------------
The Trustee is a party in interest as defined by
the Employee Retirement Income Security Act of 1974
(ERISA). The Trustee, from time to time, invests
Plan assets in its collective investment funds.
Such transactions are exempt under section
408(b)(8) of ERISA.
<PAGE>
<TABLE>
SCHEDULE I
----------
UNITED TELEVISION, INC.
EMPLOYEES' STOCK PURCHASE PLAN
ASSETS HELD FOR INVESTMENT
<CAPTION>
DECEMBER 31, 1995
-----------------
Number Market
Description of Asset of Shares Cost Value
- -------------------- --------- ---------- -----------
<S> <C> <C> <C>
United Television, Inc.
common stock 236,038 $8,714,059 $21,302,430
</TABLE>
SCHEDULE II
-----------
<TABLE>
UNITED TELEVISION, INC.
EMPLOYEES' STOCK PURCHASE PLAN
REPORTABLE TRANSACTIONS
(In excess of 5% of trust assets
at the beginning of the year)
YEAR ENDED DECEMBER 31, 1995
<CAPTION>
Description Purchases Sales
------------------ ------------------------------
Gain/
Name of Party of Assets Transactions Cost Transactions Proceeds Loss
- ------------ --------- ------------ ------- ------------ ---------- ----
<S> <C> <C> <C> <C> <C> <C>
United Television,
Inc. Common Stock 15 $2,101,792 - - -
CoreStates
Liquidity Fund* Investment Fund 25 $2,249,864 22 $2,249,044 -
* Party in interest
</TABLE>
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference
in the Registration Statement on Form S-8 (No. 33-
59277) of the United Television, Inc. Employees'
Stock Purchase Plan of our report dated June 21,
1996 appearing on page 3 of this Annual Report on
Form 11-K.
PRICE WATERHOUSE
Century City, California
June 26, 1996
11K6
