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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, 1998
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, 1998 and 1997
Statements of Changes in Net Assets Available for Plan Benefits -
For the Years Ended December 31, 1998 and 1997
Notes to Financial Statements
SUPPLEMENTARY SCHEDULES:
Assets Held for Investment Purposes - As of December 31, 1998
Reportable Transactions - For the Year Ended December 31, 1998
All other schedules required to be filed with the Department
of Labor have been omitted because the schedules are not
applicable.
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 30, 1999
-------------
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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, 1998 and
1997, 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 audits were made for the purpose of forming an opinion on
the basic financial statements taken as a whole. The
supplemental schedules of Assets Held for Investment Purposes
and Reportable Transactions are presented for the purpose of
additional analysis and are not a required part of the basic
financial statements but are supplementary information
required by the Department of Labor's Rules and Regulations
for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974. These supplemental schedules are
the responsibility of the Plan's management. The supplemental
schedules have been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation
to the basic financial statements taken as a whole.
PRICEWATERHOUSECOOPERS LLP
Century City, California
June 23, 1999
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<TABLE>
UNITED TELEVISION, INC.
EMPLOYEES' STOCK PURCHASE PLAN
STATEMENTS OF NET ASSETS
AVAILABLE FOR PLAN BENEFITS
---------------------------
<CAPTION>
December 31,
-------------------------
1998 1997
----------- -----------
<S> <C> <C>
ASSETS
------
United Television, Inc. common stock
(cost $12,823,144 and $11,447,188) $26,314,415 $23,950,770
Cash and cash equivalents 245,573 239,294
----------- -----------
Total assets 26,559,988 24,190,064
----------- -----------
LIABILITIES
-----------
Payable to Plan members for excess
contributions 388,157 284,106
----------- -----------
Net assets available for
Plan benefits $26,171,831 $23,905,958
=========== ===========
<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,
-------------------------
1998 1997
----------- -----------
<S> <C> <C>
Sources of assets:
Contributions -
Members $ 1,426,870 $ 1,361,670
Employer 1,426,870 1,361,670
Appreciation in market
value of investments 2,453,233 3,816,051
Dividend and interest income 119,986 117,194
----------- -----------
Total sources of assets 5,426,959 6,656,585
Applications of assets:
Distributions to members for
terminations, withdrawals
and excess contributions 3,161,086 2,471,307
----------- -----------
Total applications of assets 3,161,086 2,471,307
----------- -----------
Net increase in net assets
available for Plan benefits 2,265,873 4,185,278
Net assets available for Plan benefits:
Beginning of year 23,905,958 19,720,680
----------- -----------
End of year $26,171,831 $23,905,958
=========== ===========
<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 UTV. The Plan is
subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended (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, 1998 and 1997.
At December 31, 1998, 461 employees were participating in
the Plan.
The Plan is administered 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 First Union National Bank as Trustee (the Trustee)
under the overall direction of the Plan Administrator. During
1998, the previous trustee, CoreStates Bank, N.A., was purchased
by First Union National Bank. 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 the Trustee 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 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, primarily brokerage fees, in connection with the
purchase of stock. 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.
Income taxes applicable to the Plan
- ------------------------------------
The Internal Revenue Service (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 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 investments and is
summarized, as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------
1998 1997
----------- -----------
<S> <C> <C>
Net unrealized appreciation
at beginning of year $12,503,582 $ 9,786,947
Increase in market value of
investments during the year 2,453,233 3,816,051
Realized appreciation on
investments distributed
to members (1,465,544) (1,099,416)
----------- -----------
Net unrealized appreciation
at end of year $13,491,271 $12,503,582
=========== ===========
<FN>
The unrealized appreciation of the Plan's December 31, 1998 investment
was $10,945,637 on June 23, 1999.
</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. Distributions
are made in whole shares of stock, with fractional shares
payable in cash. Included in net assets available for Plan
benefits is $34,104 and $253,776 at December 31, 1998 and 1997,
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 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
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 terminated employment and whose vested shares
were distributed prior to December 31, 1998 forfeited the
unvested portion of their account. Forfeitures are allocated
among the remaining active members' 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. As a result of the merger of the
Plan into the Chris-Craft plan (see Note 7), all other
members became fully vested in their account balances on
December 31, 1998.
The nonvested portion of terminating and withdrawing members'
accounts was $173,931 and $184,696 for the years ended
December 31, 1998 and 1997, respectively. These amounts were
calculated using the market value per share on the date such
shares were ordered to be transferred into the names of
terminated or withdrawn participants.
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<TABLE>
NOTE 5 - RECONCILIATION OF FINANCIAL STATEMENTS
TO FORM 5500:
- -----------------------------------------------
The following is a reconciliation of net assets available for
Plan benefits per the financial statements to Form 5500:
<CAPTION>
December 31, 1998 December 31, 1997
----------------- -----------------
<C> <C>
Net assets available for
Plan benefits per the
financial statements $26,171,831 $23,905,958
Amounts allocated to
withdrawing members (34,104) (253,776)
----------------- -----------------
Net assets available
for Plan benefits
per Form 5500 26,137,727 $23,652,182
================= =================
<FN>
The following is a reconciliation of benefits paid to members per
the financial statements to Form 5500:
</TABLE>
<TABLE>
<CAPTION>
Year Ended
-------------------------------------
December 31, 1998 December 31, 1997
----------------- -----------------
<S> <C> <C>
Distributions to members
per the financial statements $ 3,161,086 $ 2,471,307
Add: Amounts allocated
to withdrawing members
at year end 34,104 253,776
Less: Benefits paid during
current year but allocated
in prior year (253,776) -
----------------- -----------------
Benefits paid to members
per Form 5500 $ 2,941,414 $ 2,725,083
================= =================
<FN>
Recorded on Form 5500 are amounts allocated to withdrawing
members for benefit payments that have been processed and
approved for payment prior to December 31, of the respective
years, but not yet paid as of that date.
</TABLE>
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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.
NOTE 7 - SUBSEQUENT EVENT:
- -------------------------
On January 1, 1999, UTV merged the Plan into the Stock Purchase
Plan of Chris-Craft, the majority owner of BHC Communications,
Inc., UTV's majority owner. The new merged plan's name is the
Chris-Craft/UTV Employees' Stock Purchase Plan. Benefits to
UTV employees are substantially unchanged from those under the
current Plan, except that all UTV participants were granted
full vesting in their existing interest in the Plan upon the
merger. Chris-Craft received a favorable determination letter
from the IRS dated December 17, 1998 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.
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<TABLE>
SCHEDULE I
----------
UNITED TELEVISION, INC.
EMPLOYEES' STOCK PURCHASE PLAN
ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
-----------------
<CAPTION>
Number Market
Description of Asset of Shares Cost Value
- -------------------- --------- ----------- -----------
<S> <C> <C> <C>
* United Television, Inc.
common stock 228,821 $12,823,144 $26,314,415
Cash and cash equivalents - $ 245,573 $ 245,573
* Party in interest
</TABLE>
<TABLE>
SCHEDULE II
-----------
UNITED TELEVISION, INC.
EMPLOYEES' STOCK PURCHASE PLAN
REPORTABLE TRANSACTIONS *
YEAR ENDED DECEMBER 31, 1998
----------------------------
<CAPTION>
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 13 $2,958,731 - - -
** CoreStates
Liquidity Fund Investment Fund 20 $2,957,004 17 $2,956,987 -
* Transactions or series of transactions in excess of five percent of the current
value of the Plan's assets as of December 31, 1998 as defined in 29CFR2520.103.6
of the Department of Labor Rules and Regulations for Reporting and Disclosure
under ERISA.
** 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 23, 1999 appearing on page 3 of this
Annual Report on Form 11-K.
PRICEWATERHOUSECOOPERS LLP
Century City, California
June 29, 1999
