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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.
For the fiscal year ended December 31, 1997
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, 1997 and 1996
Statements of Changes in Net Assets Available for Plan
Benefits - For the Years Ended December 31, 1997 and 1996
Notes to Financial Statements
SUPPLEMENTARY SCHEDULES:
Assets Held for Investment Purposes - As of December 31, 1997
Reportable Transactions - For the Year Ended December 31, 1997
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, 1998
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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, 1997 and 1996,
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 16, 1998
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<TABLE>
UNITED TELEVISION, INC.
EMPLOYEES' STOCK PURCHASE PLAN
STATEMENTS OF NET ASSETS
AVAILABLE FOR PLAN BENEFITS
---------------------------
<CAPTION>
December 31,
-------------------------
1997 1996
----------- -----------
<S> <C> <C>
ASSETS
------
United Television, Inc. common stock
(cost $11,447,188 and $10,153,746) $23,950,770 $19,940,694
Cash and cash equivalents 239,294 224,730
----------- -----------
Total assets 24,190,064 20,165,424
----------- -----------
LIABILITIES
-----------
Payable to broker for pending
stock purchase - 226,658
Payable to Plan members for excess
contributions 284,106 218,086
----------- -----------
Net assets available for
Plan benefits $23,905,958 $19,720,680
=========== ===========
<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,
-------------------------
1997 1996
----------- -----------
<S> <C> <C>
Sources of assets:
Contributions -
Members $ 1,361,670 $ 1,399,208
Employer 1,361,670 1,399,208
Appreciation (depreciation) in
market value of investments 3,816,051 (996,006)
Dividend and interest income 117,194 122,430
----------- -----------
Total sources of assets 6,656,585 1,924,840
Application of assets:
Distributions to members for
terminations, withdrawals
and excess contributions 2,471,307 3,224,460
----------- -----------
Total application of assets 2,471,307 3,224,460
----------- -----------
Net increase (decrease) in net
assets available for Plan benefits 4,185,278 (1,299,620)
Net assets available for Plan benefits:
Beginning of year 19,720,680 21,020,300
----------- -----------
End of year $23,905,958 $19,720,680
=========== ===========
<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
by United Television, Inc. (UTV), the Plan Sponsor, to
allow employees to invest in common stock of United
Television, Inc. 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 commissioned 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, 1997
and 1996. At December 31, 1997, 437 employees were participating
in the Plan.
The Plan provides for administration by an Administrative
Committee (the Plan Administrator) 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
Plan Administrator. 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.
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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 management
- ----------------
Under the terms of a trust agreement between CoreStates Bank, N.A.
and UTV, the Trustee manages a trust (the Trust) on behalf of the
Plan. The investments, and changes therein, of this Trust
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. 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
- ------------------------------------
The Internal Revenue Service (the IRS) 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.
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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 investment
and is summarized, as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------
1997 1996
----------- -----------
<S> <C> <C>
Net unrealized appreciation
at beginning of year $ 9,786,947 $12,588,371
Increase (decrease)in market value
of investments during the year 3,816,051 (996,006)
Realized appreciation on
investments distributed
to members (1,099,416) (1,805,418)
----------- -----------
Net unrealized appreciation
at end of year $12,503,582 $ 9,786,947
=========== ===========
<FN>
The unrealized appreciation of the Plan's December 31, 1997
investment was $13,656,447 on June 16, 1998.
</TABLE>
NOTE 4 - DISTRIBUTIONS TO MEMBERS:
- ---------------------------------
Upon withdrawal from the Plan, distributions are made to members
(or the beneficiary in the case of death) after receipt of written
consent from the member. To comply with the anti-discrimination
provisions of the Code, distributions are made in whole shares of
stock, with fractional shares payable in cash. Included in net
assets available for Plan benefits is $253,776 and $271,668 at
December 31, 1997 and 1996, respectively, related to amounts
payable to Plan members for withdrawals occurring prior to year-end.
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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 account 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
When calculating years of continuous service, a member is
credited with service only for periods during which the
member made contributions to 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
distribution is made, 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,
and repays the full amount of the distribution made upon
withdrawal from the Plan, the forfeited shares will be restored
either through additional UTV contributions or the reallocation
of newly forfeited shares. The nonvested portion of withdrawing
members' accounts was $184,696 and $119,513 for the years ended
December 31, 1997 and 1996, respectively. These amounts were
calculated using the market value per share on the transfer date.
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,
each member will become fully vested in any amount credited to
the member's account, and there will be no reversion of any part
of the fund to UTV.
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NOTE 5 - RECONCILIATION OF FINANCIAL STATEMENTS
TO INTERNAL REVENUE SERVICE FORM 5500:
- ----------------------------------------------
The following is a reconciliation of net assets available for Plan
benefits per the financial statements to the Form 5500:
<TABLE>
<CAPTION>
Year Ended
December 31, 1997
-----------------
<S> <C>
Net assets available for Plan benefits
per the financial statements $ 23,905,958
Amounts allocated to withdrawing
members (253,776)
------------
Net assets available for Plan benefits
per the Form 5500 $ 23,652,182
============
The following is a reconciliation of benefits paid to members per
the financial statements to the Form 5500:
<CAPTION>
Year Ended
December 31, 1997
-----------------
<S> <C>
Distributions to members per the
financial statements $ 2,471,307
Add: Amounts allocated to withdrawing
members at December 31, 1997 253,776
------------
Benefits paid to members per
the Form 5500 $ 2,725,083
============
<FN>
Recorded on the Form 5500 are amounts allocated to withdrawing
members for benefit payments that have been processed and approved
for payment prior to December 31 but not yet paid as of that date.
</TABLE>
NOTE 6 - PARTY IN INTEREST TRANSACTIONS:
- ---------------------------------------
The Trustee is a party in interest as defined by 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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NOTE 7 - SUBSEQUENT EVENT:
- -------------------------
In May, 1998, the Plan Sponsor authorized the merger of the
Plan, effective January 1, 1999, into the stock purchase plan
of Chris-Craft Industries, Inc., the majority owner of BHC
Communications, Inc., UTV's majority owner. The merger is
subject to prior receipt of a favorable determination letter
from the IRS that the merged plan continues to be qualified
under Section 401 of the Code and that the related trust
income is exempt from taxation under Section 501 (a) of the
Code, and to final approval of the merger by the Chairman of UTV.
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<TABLE>
SCHEDULE I
----------
UNITED TELEVISION, INC.
EMPLOYEES' STOCK PURCHASE PLAN
ASSETS HELD FOR INVESTMENT PURPOSES
<CAPTION>
DECEMBER 31, 1997
-----------------
Number Market
Description of Asset of Shares Cost Value
- -------------------- --------- ----------- -----------
<S> <C> <C> <C>
United Television, Inc.
common stock* 230,573 $11,447,188 $23,950,770
Cash and cash equivalents - $239,294 $239,294
* Party in interest
</TABLE>
<TABLE>
SCHEDULE II
-----------
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, 1997
----------------------------
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 14 $2,589,054 - - -
CoreStates
Liquidity Fund* Investment Fund 13 $2,775,775 17 $2,775,775 -
* Party in interest
</TABLE>
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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 16, 1998 appearing on page 3 of this
Annual Report on Form 11-K.
PRICE WATERHOUSE LLP
Century City, California
June 26, 1998
