<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):
[ ] $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
[UNITED TELEVISION, INC. LOGO]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 5, 1998
To the Stockholders of
UNITED TELEVISION, INC.:
The annual meeting of the stockholders of United Television, Inc. ("UTV")
will be held at The Pan Pacific Hotel, 500 Post Street, San Francisco,
California 94102, on May 5, 1998, at 11:00 A.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, 1998.
(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 March 13, 1998 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 San Francisco station, KBHK, 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 31, 1998
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 May 5, 1998 and at any adjournment thereof. March 31,
1998 is the approximate date on which this Proxy Statement and the accompanying
form of proxy are first being mailed to stockholders.
As of March 13, 1998, the record date for the meeting, UTV had outstanding
9,379,008 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
meeting. 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 John L. Eastman, James
D. Hodgson, and Herbert J. Siegel as directors until the third annual meeting
following the May 5, 1998 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 May 5, 1998 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 1998 SINCE
---- ---------------------------------------------- ------------ -----------
<S> <C> <C> <C>
NOMINEES FOR THREE-YEAR TERM
John L. Eastman.......... Partner, Eastman & Eastman, New York City law 58 1985
firm; Director, BHC Communications, Inc.
("BHC")(1)
James D. Hodgson......... Director, eight mutual funds of Alliance 82 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 and President, 69 1981
Chris-Craft Industries, Inc.
("Chris-Craft")(2); Chairman of the Board and
Chief Executive Officer, BHC
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
AGE, HAS SERVED
OTHER POSITIONS WITH UTV, PRINCIPAL OCCUPATION FEBRUARY 28, AS DIRECTOR
NAME AND CERTAIN OTHER DIRECTORSHIPS 1998 SINCE
---- ---------------------------------------------- ------------ -----------
<S> <C> <C> <C>
INCUMBENT DIRECTORS--TWO-YEAR REMAINING TERM
Lawrence R. Barnett...... Vice Chairman, UTV; Director, Consultant and 84 1981
retired Executive Vice President, Chris-Craft
Norman Perlmutter........ Chairman of the Board and Chief Executive 64 1988
Officer, Heitman Financial Ltd., real estate
financial services; Chairman of the Board,
Horizon Group, Inc. and Director, Chris-Craft
Howard F. Roycroft....... Of Counsel, Hogan & Hartson, Washington, D.C. 67 1982
law firm
Rocco C. Siciliano....... Consultant; Chairman, Eisenhower World Affairs 76 1984
Institute
INCUMBENT DIRECTORS--ONE-YEAR REMAINING TERM
John C. Siegel........... Chairman of the Board, UTV, and President, UTV 45 1981
of San Francisco, Inc. ("UTV-SF")(3); Senior
Vice President, Chris-Craft; Director,
Chris-Craft and BHC
Evan C Thompson.......... President and Chief Executive Officer, UTV; 55 1983
Executive Vice President, Chris-Craft and
President, Television Division; Director,
Chris-Craft
</TABLE>
- ---------------
(1) BHC, the parent of UTV, is principally engaged in the television
broadcasting business.
(2) Chris-Craft is principally engaged in the television broadcasting
business, through its subsidiary BHC.
(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.
The Board of Directors notes with deep regret the death in February 1998 of
Abraham A. Ribicoff, a UTV director for 15 years.
John C. Siegel is a son of Herbert J. Siegel. Laurey J. Barnett, UTV 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 1997. Its members are Messrs. Hodgson,
Roycroft, and Siciliano.
The Compensation Committee assists the Board in determining the
compensation of UTV officers. The Compensation Committee held one meeting during
1997. Its members are Messrs. Hodgson, Perlmutter and Siciliano. The Board
Compensation Committee Report on Executive Compensation appears on page 8.
2
<PAGE> 5
UTV's Board of Directors held five meetings during 1997.
VOTING SECURITIES OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The management of UTV has been informed that, as of February 28, 1998, 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, 1998, 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)........................................ 24,894 *
Lawrence R. Barnett......................................... 3,000 *
John L. Eastman............................................. 9,500 *
James D. Hodgson(3)......................................... 4,000 *
Garth S. Lindsey(4)(5)...................................... 264,118 2.8%
Thomas L. Muir(6)........................................... 12,559 *
Norman Perlmutter........................................... 9,500 *
Howard F. Roycroft(7)....................................... 10,800 *
Rocco C. Siciliano.......................................... 4,500 *
Herbert J. Siegel(8)........................................ -- --
John C. Siegel(4)........................................... 241,573 2.6%
Evan C Thompson(4).......................................... 265,573 2.8%
All UTV directors and executive officers as a group,
including those named above (12 persons)(4)............... 361,633 3.9%
Chris-Craft Industries, Inc................................. 5,509,027 58.8%
(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., Gemini
Capital
Management Ltd. and Mario J. Gabelli
One Corporate Center, Rye, New York 10580(9)........... 1,410,274 15.0%
</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
1998 annual meeting of stockholders: Lawrence R. Barnett, 3,000; John L.
Eastman, 9,000; James D. Hodgson, 3,000; Norman Perlmutter, 7,500; Howard F.
Roycroft, 10,500; Rocco C. Siciliano, 4,000.
(2) Ownership includes 20,000 shares issuable pursuant to currently
exercisable stock options.
(3) Voting and investment power are shared with the director's wife as to
1,000 shares.
(4) As of December 31, 1997, (a) the Trustee of the Employees' Stock
Purchase Plan of UTV (the "Stock Purchase Plan") held 230,573 shares of UTV
Common Stock (representing 2.5% of the outstanding
(Notes continued on next page)
3
<PAGE> 6
shares at February 28, 1998), 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, 1998). 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. Garth S. Lindsey, John C.
Siegel, and Evan C Thompson 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
John C. Siegel, Garth S. Lindsey, and Evan C Thompson include, with respect to
the Stock Purchase Plan, only shares vested as of December 31, 1997. The numbers
of shares set forth with respect to each of Garth S. Lindsey, John C. Siegel,
Evan C Thompson, 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, 1997.
(5) Ownership includes 23,000 shares issuable pursuant to currently
exercisable stock options. Voting power and disposition power is shared with the
executive officer's wife as to 545 shares held in a family trust.
(6) Ownership includes 6,666 shares issuable pursuant to currently
exercisable stock options.
(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 29,000 shares. Information is
furnished in reliance on Amendment No. 16 to Schedule 13D of the named owners
dated January 7, 1998, 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.................... -- -- -- -- 13,692 *
Lawrence R. Barnett(5)............... 50,654 20.6% 1,488,793 16.5% 2,075,725 8.1%
John L. Eastman...................... -- -- -- -- -- --
James D. Hodgson..................... -- -- -- -- -- --
Garth S. Lindsey..................... -- -- -- -- 212 *
Thomas L. Muir....................... -- -- -- -- -- --
Norman Perlmutter(6)................. -- -- 6,245 * 47,690 *
Howard F. Roycroft................... -- -- -- -- -- --
Rocco C. Siciliano................... -- -- -- -- -- --
Herbert J. Siegel(7)................. 152,057 61.8% 5,042,067 44.8% 7,670,526 25.0%
John C. Siegel(8).................... 246 * 907,922 11.5% 1,616,818 6.6%
Evan C Thompson(9)................... 130 * 713,206 9.0% 1,453,912 5.9%
All UTV directors and executive
officers
as a group, including those named
above (12 persons)(10)............. 202,711 82.4% 7,117,566 57.6% 10,516,139 31.3%
</TABLE>
- ---------------
* Less than 1%.
(1) Each share of Chris-Craft $1.40 Convertible Preferred Stock is
convertible into 10.96014 shares of Chris-Craft Common Stock and 21.92025 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 32.88039 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, 1997, (a) the Trustee of the Chris-Craft Employees'
Stock Purchase Plan (the "Chris-Craft Stock Purchase Plan") held 373,059 shares
of Chris-Craft Class B Common Stock, 622,928 shares of Chris-Craft Common Stock
and 246 shares of Chris-Craft $1.40 Convertible Preferred Stock (representing
4.7%, 2.6% and less than 1% of the outstanding shares of the respective classes
at February 28, 1998), and (b) the Trustees under the Chris-Craft Profit Sharing
Plan held 163,909 shares of Chris-Craft Class B Common Stock (representing 2.1%
of the outstanding shares of the class at February 28, 1998). 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, John C. Siegel and another director of Chris-Craft are the members of
the committee under the Chris-Craft Stock Purchase Plan, and Herbert J. Siegel
and two other Chris-Craft directors 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 John C. Siegel, include, with respect to
the Chris-Craft Stock Purchase Plan, only shares vested at December 31, 1997.
The numbers of shares set forth in the table with respect to all directors and
executive officers as a group include all shares held in the Chris-Craft Stock
Purchase Plan and the Chris-Craft Profit Sharing Plan as of December 31, 1997,
and the numbers of shares set forth respecting the named members of the
Chris-Craft Stock Purchase Plan Committee and the named Trustees of the Profit
Sharing Plan include the respective numbers of shares held in those plans as of
such date. If, at February 28, 1998, the shares of Chris-Craft $1.40 Convertible
Preferred Stock held in the Chris-Craft Stock Purchase Plan at December 31, 1997
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
6.8% of the Chris-Craft Class B Common Stock that would have been outstanding;
if, at February 28, 1998, the shares of Chris-Craft $1.40 Convertible Preferred
Stock held in the Chris-Craft Stock Purchase Plan at December 31, 1997 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, also 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 4.8% 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 30,734 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 under Chris-Craft's 1994 Director
Stock Option Plan immediately following Chris-Craft's 1998 annual meeting of
stockholders.
(6) Ownership includes 30,734 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 under Chris-Craft's 1994 Director
Stock Option Plan immediately following Chris-Craft's 1998 annual meeting of
stockholders.
(7) Ownership includes 327,818 shares of Chris-Craft Common Stock issuable
pursuant to a currently exercisable stock option and excludes 67,922 shares of
Chris-Craft Class B Common Stock owned by Mr. Siegel's wife.
(Notes continued on next page)
5
<PAGE> 8
(8) Ownership includes 54,633 shares of Chris-Craft Common Stock issuable
pursuant to currently exercisable stock options.
(9) Ownership includes 218,543 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, 1997 (see Note
2). Of the shares held in the Chris-Craft Stock Purchase Plan, 116 shares of
Chris-Craft $1.40 Convertible Preferred Stock, 250,654 shares of Chris-Craft
Class B Common Stock and 531,454 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......................................... --
John L. Eastman............................................. --
James D. Hodgson............................................ --
Garth S. Lindsey............................................ --
Thomas L. Muir.............................................. --
Norman Perlmutter........................................... --
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 (12 persons)(2)......................... 538
</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 Mr. Herbert J. Siegel and two other Chris-Craft directors are
Trustees. See Note 2 to Table II.
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, 1997.
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)................. 1997 0 0 0 0
President and Chief Executive 1996 0 0 0 0
Officer 1995 0 0 0 0
Garth S. Lindsey................... 1997 175,000 180,000 -- 54,104(2)(4)
Executive Vice President, Chief 1996 160,000 180,000 12,000 52,925
Financial Officer and Secretary 1995 160,000 180,000 -- 60,213
Laurey J. Barnett.................. 1997 175,000 165,000 -- 28,531(5)
Vice President and 1996 160,000 165,000 12,000 27,422
Director of Programming 1995 160,000 165,000 -- 27,030
Thomas L. Muir..................... 1997 116,000 104,000 -- 18,391(2)(6)
Treasurer and Controller 1996 106,000 104,000 8,000 27,807
1995 106,000 104,000 -- 22,450
</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 1995 and 1997. 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 $2,200,000 in 1995, $1,750,000 in 1996, and $1,750,000 in 1997 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. Chairman's and directors fees
otherwise payable to Messrs. Herbert J. Siegel, John C. Seigel, and Lawrence R.
Barnett are paid to Chris-Craft. See Certain Relationships and Related
Transactions.
(4) Reflects UTV contributions, or accruals under the Benefit Equalization
Plan in lieu of contributions and forfeiture allocations, of $14,120 with
respect to the Stock Purchase Plan and $19,984 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 $11,809 with
respect to the Stock Purchase Plan and $16,722 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 $1,920 with respect
to the Stock Purchase Plan and $6,471 with respect to the Profit Sharing Plan.
7
<PAGE> 10
The following table sets forth information concerning each exercise of
stock options during 1997 by each of the named individuals, along with the
year-end value of unexercised options. No option was granted to any executive
officer during 1997.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT FISCAL YEAR-END(#) AT FISCAL YEAR-END($)
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.......... 4,500 303,625 19,000 8,000 815,125 119,000
Laurey J. Barnett......... 0 0 16,000 8,000 664,000 119,000
Thomas L. Muir............ 5,000 194,625 6,666 5,334 241,157 79,343
</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..................................... $34,863 $ 46,484 $ 58,104 $ 58,104 $ 58,104
150,000..................................... 42,363 56,484 70,604 70,604 70,604
175,000..................................... 49,863 66,484 83,104 83,104 83,104
200,000..................................... 57,363 76,484 95,604 95,604 95,604
225,000..................................... 64,863 86,484 108,104 108,104 108,104
250,000..................................... 72,363 96,484 120,604 120,604 120,604
300,000..................................... 87,363 116,484 145,604 145,604 145,604
400,000..................................... 117,363 156,484 195,604 195,604 195,604
450,000..................................... 132,363 176,484 220,604 220,604 220,604
</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 credited years of service under the Retirement Plan at February 28,
1998 were: Garth S. Lindsey, 22 years; Laurey J. Barnett, 13 years; Thomas L.
Muir, 21 years.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Salaries for 1997 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
8
<PAGE> 11
responsibilities of their respective positions and the particular tasks assigned
to them, which for 1995, 1996, and 1997 included additional work relating to
BHC's television stations. The Compensation Committee 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 the 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-500
index, assuming the investment of $100 in each in December 1992 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: 1992-1997
[UNITED TELEVISION CHART]
<TABLE>
<CAPTION>
DEC. 92 DEC. 93 DEC. 94 DEC. 95 DEC. 96 DEC. 97
<S> <C> <C> <C> <C> <C> <C>
UNITED TELEVISION INC............ 100 153.70 201.85 336.98 323.39 392.26
BRDCAST (TV, RADIO, CABLE)-. 500 100 140.27 130.24 170.50 139.76 229.94
S&P 500 INDEX.................... 100 110.08 111.53 153.45 188.68 251.63
</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.
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<PAGE> 12
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.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During 1997, UTV and BHC together engaged in the joint production with
third parties of original television programming. UTV and BHC have entered into
a tax sharing agreement, pursuant to which state income tax returns will be
filed on a combined basis, but the incidence of tax will be borne, as between
UTV and BHC, as if UTV had filed as a stand-alone entity.
During each of the three years beginning in 1995, UTV paid to Chris-Craft
the UTV Chairman's fee of $85,000 that otherwise would have been payable to John
C. Siegel or Herbert J. Siegel, and directors' fees of $35,000 that otherwise
would have been payable to each of Herbert J. Siegel, John C. Siegel, or
Lawrence R. Barnett had they not been employed by Chris-Craft as employees or as
a consultant.
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 1997 to serve UTV as Vice President and Director of
Programming. Her salary and bonus for 1997 appear in the Summary Compensation
Table, and Ms. Barnett's employment continues in the same capacity and on
essentially the same terms, except that her salary is $180,000.
Peter Mathes, who is a stepson of Abraham A. Ribicoff, a director of UTV
until his death in February 1998, continued during 1997 to serve UTV as Vice
President and General Manager of KTVX. His salary and bonus for 1997 aggregated
$390,000; 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 1997 and is expected to perform similar services during
1998.
SECTION 16(a) BENEFICIAL OWNERSHIP COMPLIANCE
UTV's directors and executive officers are required under the Securities
Exchange Act of 1934 to file reports of ownership and changes in beneficial
ownership of UTV equity securities with the SEC. Copies of those reports must
also be furnished to UTV. Based solely on a review of the copies of reports
furnished to UTV and written representations that no Forms 5 were required, UTV
believes that during 1997, all filing requirements applicable to directors and
executive officers were timely complied with, except that James D. Hodgson
reported late the exercise of a director stock option.
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,
1998. 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, 1997.
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.
10
<PAGE> 13
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, 1998.
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 1997 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
Detach Here
UNITED TELEVISION, INC.
P THIS PROXY IS SOLICITED ON BEHALF OF
R THE BOARD OF DIRECTORS
O
X
Y Lawrence R. Barnett, Garth S. Lindsey and John C. Siegel, and each of
them, each with full power of substitution, hereby are authorized to vote,
by a majority of those or their substitutes present and acting at the
meeting or, if only one shall be present and acting, then that one, all of the
shares of United Television, Inc. that the undersigned would be entitled, if
personally present, to vote at its 1998 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 SEE REVERSE
AND RETURN PROMPTLY SIDE
-----------
<PAGE> 15
Detach Here
Please mark
/X/ votes as in
this example.
1. Election of Directors UNLESS OTHERWISE SPECIFIED, THIS PROXY
NOMINEES: John L. Eastman, WILL BE VOTED FOR PROPOSALS 1 AND 2.
James D. Hodgson,
and Herbert J. Siegel THE BOARD OF DIRECTORS RECOMMENDS A
VOTE FOR PROPOSALS 1 AND 2.
AUTHORITY 2. Selection of FOR AGAINST ABSTAIN
FOR WITHHELD Price Water-
ALL AS TO ALL house LLP as
NOMINEES NOMINEES auditors. / / / / / /
/ / / /
/ / _________________________________ MARK HERE
For all nominees except as noted above FOR ADDRESS
CHANGE AND / /
NOTE NEW
ADDRESS 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: _____ Signature: ________________ Date: _____
