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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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, 1996
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
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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
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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, 1996 and 1995
Statements of Changes in Net Assets Available for Plan
Benefits - For the Years Ended December 31, 1996 and 1995
Notes to Financial Statements
SUPPLEMENTARY SCHEDULES:
Assets Held for Investment Purposes - As of December 31, 1996
Reportable Transactions - For the Year Ended December 31, 1996
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
SIGNATURE
---------
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 26, 1997
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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, 1996 and 1995,
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
supplemental 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
supplemental 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 LLP
Century City, California
June 20, 1997
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<TABLE>
UNITED TELEVISION, INC.
EMPLOYEES' STOCK PURCHASE PLAN
STATEMENTS OF NET ASSETS
AVAILABLE FOR PLAN BENEFITS
---------------------------
<CAPTION>
As of December 31,
-------------------------
1996 1995
----------- -----------
<S> <C> <C>
ASSETS
------
United Television, Inc. common stock
(cost $10,153,746 and $8,714,059) $19,940,694 $21,302,430
Cash and cash equivalents 224,730 962
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Total assets 20,165,424 21,303,392
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LIABILITIES
-----------
Payable to broker for pending
stock purchase 226,658 -
Payable to Plan members for excess
contributions 218,086 283,092
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Net assets available for
Plan benefits $19,720,680 $21,020,300
=========== ===========
<FN>
The accompanying notes are an integral part of these
financial statements.
</TABLE>
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<TABLE>
UNITED TELEVISION, INC.
EMPLOYEES' STOCK PURCHASE PLAN
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
---------------------------
<CAPTION>
Year Ended December 31,
-------------------------
1996 1995
----------- -----------
<S> <C> <C>
Sources of assets:
Contributions -
Members $ 1,399,208 $ 993,369
Employer 1,399,208 993,369
(Depreciation)appreciation in
market value of investments (996,006) 8,263,714
Dividend and interest income 122,430 118,683
----------- -----------
Total sources of assets 1,924,840 10,369,135
Application of assets:
Distributions to members for
terminations, withdrawals
and excess contributions 3,224,460 1,891,254
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Total application of assets 3,224,460 1,891,254
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Net (decrease) increase in net
assets available for Plan benefits (1,299,620) 8,477,881
Net assets available for Plan benefits:
Beginning of year 21,020,300 12,542,419
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End of year $19,720,680 $21,020,300
=========== ===========
<FN>
The accompanying notes are an integral part of these
financial statements.
</TABLE>
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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). The Plan is subject to the provisions
of the Employee Retirement Income Security Act of 1974 (ERISA).
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, 1996
and 1995. At December 31, 1996, 467 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.
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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.
Members of 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 member contributions, until such time as the amounts are
distributed to the members. In general, a member is subject to
tax on the excess of the amounts distributed to him over the
amounts he has contributed to the Plan.
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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,
-------------------------
1996 1995
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<S> <C> <C>
Net unrealized appreciation
at beginning of year $12,588,371 $ 5,205,872
(Decrease) increase in market value
of investments during the year (996,006) 8,263,714
Realized appreciation on
investments distributed
to members (1,805,418) (881,215)
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Net unrealized appreciation
at end of year $ 9,786,947 $12,588,371
=========== ===========
<FN>
The unrealized appreciation of the Plan's December 31, 1996
investments was $11,812,853 on June 20, 1997.
</TABLE>
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NOTE 4 - DISTRIBUTIONS TO MEMBERS:
- ---------------------------------
Distributions under the Plan are made to members, or in the
event of death their designated beneficiaries, upon 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 $271,668 and
$3,586 at December 31, 1996 and 1995, 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.
Members who terminate employment 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.
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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,
-------------------------
1996 1995
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<S> <C> <C>
Balances in members' accounts
prior to distribution $ 3,343,973 $ 1,979,906
Less nonvested amounts
not distributed (119,513) (88,652)
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Distribution to members for
terminations, withdrawals
and excess contributions $ 3,224,460 $ 1,891,254
=========== ===========
</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.
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<TABLE> SCHEDULE I
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UNITED TELEVISION, INC.
EMPLOYEES' STOCK PURCHASE PLAN
ASSETS HELD FOR INVESTMENT PURPOSES
<CAPTION>
DECEMBER 31, 1996
-----------------
Number Market
Description of Asset of Shares Cost Value
- -------------------- --------- ---------- -----------
<S> <C> <C> <C>
United Television, Inc.
common stock* 231,532 $10,153,746 $19,940,694
Cash and cash equivalents - $224,730 $224,730
* Party in interest
</TABLE>
<TABLE> SCHEDULE II
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UNITED TELEVISION, INC.
EMPLOYEES' STOCK PURCHASE PLAN
REPORTABLE TRANSACTIONS
(In excess of 5% of trust assets
at the beginning of the year)
<CAPTION>
YEAR ENDED DECEMBER 31, 1996
Purchases Sales
----------------------- ------------------------------
Description Gain/
Name of Party of Assets Transactions Cost Transactions Proceeds Loss
- ------------- ----------- ------------ ---------- ------------ ---------- ------
<S> <C> <C> <C> <C> <C> <C>
United Television,
Inc.* Common Stock 15 $2,911,626 - - -
CoreStates
Liquidity Fund* Investment Fund 30 $2,724,310 25 $2,725,134 -
* Party in interest
</TABLE>
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 20, 1997 appearing on page 3 of this
Annual Report on Form 11-K.
PRICE WATERHOUSE LLP
Century City, California
June 20, 1997
