<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 3, 1999
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 3, 1999, at 4:00 P.M., for the purpose of considering
and acting upon the following matters:
(1) Election of directors.
(2) Adoption of the 1999 Stock Option Plan.
(3) Ratification of the selection of PricewaterhouseCoopers LLP
("PricewaterhouseCoopers") as auditors of UTV for the year ending December
31, 1999.
(4) 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 12, 1999 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, 1999
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 3, 1999 and at any adjournment thereof. March 31,
1999 is the approximate date on which this Proxy Statement and the accompanying
form of proxy are first being mailed to stockholders.
As of March 12, 1999, the record date for the meeting, UTV had outstanding
9,416,333 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 C. Siegel and
Evan C Thompson as directors until the third annual meeting following the May 3,
1999 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 3, 1999 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 1999 SINCE
---- ---------------------------------------------- ------------ -----------
<S> <C> <C> <C>
NOMINEES FOR THREE-YEAR TERM
John C. Siegel........... Chairman of the Board, UTV, and President, UTV 46 1981
of San Francisco, Inc. ("UTV-SF")(1); Senior
Vice President, Chris-Craft Industries, Inc.
("Chris-Craft")(2); Director, Chris-Craft and
BHC Communications, Inc. ("BHC")(3)
Evan C Thompson.......... President and Chief Executive Officer, UTV; 56 1983
Executive Vice President, Chris-Craft, and
President, Television Division; Director,
Chris-Craft
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
AGE, HAS SERVED
OTHER POSITIONS WITH UTV, PRINCIPAL OCCUPATION FEBRUARY 28, AS DIRECTOR
NAME AND CERTAIN OTHER DIRECTORSHIPS 1999 SINCE
---- ---------------------------------------------- ------------ -----------
<S> <C> <C> <C>
INCUMBENT DIRECTORS--TWO-YEAR REMAINING TERM
John L. Eastman.......... Partner, Eastman & Eastman, New York City law 59 1985
firm; Director, BHC
James D. Hodgson......... Director, eight mutual funds of Alliance 83 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, 70 1981
Chris-Craft; Chairman of the Board and Chief
Executive Officer, BHC
INCUMBENT DIRECTORS--ONE-YEAR REMAINING TERM
Lawrence R. Barnett...... Vice Chairman, UTV; Director, Consultant and 85 1981
retired Executive Vice President, Chris-Craft
Norman Perlmutter........ Chairman of the Board, Heitman Financial Ltd., 65 1988
real estate financial services; Director,
Chris-Craft, Horizon Group Properties, Inc.,
and Prime Retail, Inc.
Howard F. Roycroft....... Of Counsel, Hogan & Hartson, Washington, D.C. 68 1982
law firm
Rocco C. Siciliano....... Consultant; Chairman, Eisenhower World Affairs 77 1984
Institute
</TABLE>
- ---------------
(1) UTV-SF, a wholly owned subsidiary of UTV, owns television station KBHK
in San Francisco.
(2) Chris-Craft is principally engaged in the television broadcasting
business, through its subsidiary BHC.
(3) BHC, the parent of UTV, is principally engaged in the television
broadcasting business.
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.
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 auditing 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 1998. 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 no meetings during
1998. 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 1998.
VOTING SECURITIES OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The management of UTV has been informed that, as of February 28, 1999, 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, 1999, 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)........................................ 29,105 *
Lawrence R. Barnett......................................... 4,000 *
John L. Eastman............................................. 10,500 *
James D. Hodgson(3)......................................... 3,000 *
Garth S. Lindsey(4)(5)...................................... 46,396 *
Thomas L. Muir(6)........................................... 11,432 *
Norman Perlmutter........................................... 10,500 *
Howard F. Roycroft(7)....................................... 11,800 *
Rocco C. Siciliano.......................................... 5,000 *
Herbert J. Siegel........................................... -- --
John C. Siegel(4)........................................... 239,821 2.5%
Evan C Thompson(4).......................................... 35,000 *
All UTV directors and executive officers as a group,
including those named above (12 persons)(4)............... 370,255 3.9%
Chris-Craft Industries, Inc................................. 5,509,027 58.5%
(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(8)........... 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
1999 annual meeting of stockholders: Lawrence R. Barnett, 4,000; John L.
Eastman, 10,000; James D. Hodgson, 2,000; Norman Perlmutter, 8,500; Howard F.
Roycroft, 11,500; Rocco C. Siciliano, 4,000.
(2) Ownership includes 24,000 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 January 1, 1999, (a) the Trustee of the Chris-Craft/UTV
Employees' Stock Purchase Plan (the "Stock Purchase Plan") held 228,821 shares
of UTV Common Stock (representing 2.4% of the outstanding shares at February 28,
1999), and (b) the Trustees under the UTV Profit Sharing Plan (the "Profit
Sharing Plan") held 10,000 shares of UTV Common Stock (representing less than 1%
of the
(Notes continued on next page)
3
<PAGE> 6
outstanding shares at February 28, 1999). A committee appointed by the Board of
Directors of Chris-Craft 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. John C. Siegel, another Chris-Craft director and
another Chris-Craft executive officer are the members of the committee
administering the Stock Purchase Plan, and Garth S. Lindsey, John C. Siegel, and
Evan C Thompson 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, include, with respect to the Stock Purchase Plan, only shares
vested as of January 1, 1999. The numbers of shares set forth with respect to
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 January 1, 1999, and
the numbers of shares set forth respecting the named members of the Stock
Purchase Plan Committee and the Trustees of the Profit Sharing Plan include the
respective numbers of shares held in those plans as of such date.
(5) Ownership includes 27,000 shares issuable pursuant to currently
exercisable stock options. Voting power and disposition power is shared with the
executive officer's wife as to 629 shares held in a family trust.
(6) Ownership includes 8,000 shares issuable pursuant to currently
exercisable stock options.
(7) Ownership includes 200 shares owned by the Howard F. Roycroft Pension
Trust.
(8) 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.................... -- -- -- -- 14,102 *
Lawrence R. Barnett(5)............... 50,654 21.5% 1,483,457 16.1% 2,093,708 7.9%
John L. Eastman...................... -- -- -- -- -- --
James D. Hodgson..................... -- -- -- -- -- --
Garth S. Lindsey..................... -- -- -- -- 218 *
Thomas L. Muir....................... -- -- -- -- -- --
Norman Perlmutter(6)................. -- -- 6,432 * 54,832 *
Howard F. Roycroft................... -- -- -- -- -- --
Rocco C. Siciliano................... -- -- -- -- -- --
Herbert J. Siegel(7)................. 142,569 60.5% 4,730,918 41.8% 6,731,912 21.6%
John C. Siegel(8).................... 246 * 932,207 11.5% 1,665,180 6.5%
Evan C Thompson(9)................... 130 * 734,601 9.1% 1,497,914 5.9%
All UTV directors and executive
officers
as a group, including those named
above (12 persons)(10)............. 193,469 82.1% 7,395,309 59.3% 10,845,664 31.2%
</TABLE>
- ---------------
* Less than 1%.
(1) Each share of Chris-Craft $1.40 Convertible Preferred Stock is
convertible into 11.28894 shares of Chris-Craft Common Stock and 22.57786 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 33.86680 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 January 1, 1999, the Trustee of the Stock Purchase Plan held 363,600
shares of Chris-Craft Class B Common Stock, 644,261 shares of Chris-Craft Common
Stock and 246 shares of Chris-Craft $1.40 Convertible Preferred Stock
(representing 4.5%, 2.6% and less than 1% of the outstanding shares of the
respective classes at February 28, 1999). 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 Stock Purchase Plan, only shares vested at January
1, 1999. The numbers of shares set forth in the table with respect to John C.
Siegel and all directors and executive officers as a group include all shares
held in the Stock Purchase Plan as of January 1, 1999. If, at February 28, 1999,
the shares of Chris-Craft $1.40 Convertible Preferred Stock held in the Stock
Purchase Plan at January 1, 1999 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 Stock Purchase Plan, the shares of
Chris-Craft Class B Common Stock held in the Stock Purchase Plan would represent
4.6% of the Chris-Craft Class B Common Stock that would have been outstanding;
if, at February 28, 1999, the shares of Chris-Craft $1.40 Convertible Preferred
Stock held in the Stock Purchase Plan at January 1, 1999 had been converted, the
Chris-Craft Class B Common Stock then held in the Stock Purchase Plan or
issuable upon conversion of the Chris-Craft $1.40 Convertible Preferred Stock
held in the 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 the Stock Purchase Plan, the shares of Chris-Craft
Common Stock held in the Stock Purchase Plan would represent 4.1% 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 34,764 shares of Chris-Craft Common Stock issuable
on exercise of options previously granted under Chris-Craft's 1994 Director
Stock Option Plan or to be granted thereunder immediately following
Chris-Craft's 1999 annual meeting of stockholders.
(6) Ownership includes 34,764 shares of Chris-Craft Common Stock issuable
on exercise of options previously granted under Chris-Craft's 1994 Director
Stock Option Plan or to be granted thereunder immediately following
Chris-Craft's 1999 annual meeting of stockholders.
(7) Ownership includes 337,652 shares of Chris-Craft Common Stock issuable
pursuant to a currently exercisable stock option and excludes 69,959 shares of
Chris-Craft Class B Common Stock owned by Mr. Siegel's wife and 36,613 shares of
Class B Chris-Craft Common Stock held by her as trustee.
(8) Ownership includes 56,271 shares of Chris-Craft Common Stock issuable
pursuant to currently exercisable stock options.
(9) Ownership includes 225,098 shares of Chris-Craft Common Stock issuable
pursuant to currently exercisable stock options and 14,210 shares of Chris-Craft
Common Stock held by the Evan C Thompson Foundation.
(10) Ownership includes all shares held in the Stock Purchase Plan as of
January 1, 1999 (see Note 2). Of the shares held in the Stock Purchase Plan, 116
shares of Chris-Craft $1.40 Convertible Preferred Stock, 228,210 shares of
Chris-Craft Class B Common Stock and 555,057 shares of Chris-Craft Common Stock
were held for the accounts of employees other than directors or executive
officers of UTV.
5
<PAGE> 8
III. BENEFICIAL OWNERSHIP OF BHC CLASS A COMMON STOCK
<TABLE>
<CAPTION>
NUMBER
BENEFICIAL OWNER OF SHARES(1)
---------------- ------------
<S> <C>
Laurey J. Barnett........................................... --
Lawrence R. Barnett......................................... --
John L. Eastman............................................. --
James D. Hodgson............................................ --
Garth S. Lindsey............................................ --
Thomas L. Muir.............................................. --
Norman Perlmutter........................................... --
Howard F. Roycroft.......................................... --
Rocco C. Siciliano.......................................... --
Herbert J. Siegel........................................... 229
John C. Siegel.............................................. --
Evan C Thompson............................................. --
All UTV directors and executive officers as a group,
including
those named above (12 persons)(2)......................... 229
</TABLE>
- ---------------
(1) Each amount shown represents less than 1% of the class.
EXECUTIVE COMPENSATION
The following table sets forth all plan and non-plan compensation paid to
the individuals indicated therein for services rendered in all capacities to UTV
and its subsidiaries during the three years ended December 31, 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
AWARDS
------------
ANNUAL COMPENSATION(1) SECURITIES
----------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OPTIONS(#) COMPENSATION($)
--------------------------- ---- ---------- --------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Evan C Thompson(2)................. 1998 0 0 -- --
President and Chief Executive 1997 0 0 -- --
Officer 1996 0 0 -- --
Garth S. Lindsey................... 1998 180,000 170,000 -- 32,607(3)
Executive Vice President, Chief 1997 175,000 180,000 -- 54,104
Financial Officer and Secretary 1996 160,000 180,000 12,000 52,925
Laurey J. Barnett.................. 1998 180,000 155,000 -- 30,124(4)
Vice President and 1997 175,000 165,000 -- 28,531
Director of Programming 1996 160,000 165,000 12,000 27,422
Thomas L. Muir..................... 1998 120,000 98,000 -- 10,095(5)
Treasurer and Controller 1997 116,000 104,000 -- 18,391
1996 106,000 104,000 8,000 27,807
</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.
(Notes continued on next page)
6
<PAGE> 9
(2) Mr. Thompson receives no regular compensation from UTV and received no
compensation from UTV between 1996 and 1998. 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 $1,750,000 in 1996, $1,750,000 in 1997 and $1,950,000 in 1998 to
reimburse KCOP for expenses incurred, attributable to the compensation and
related expense 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. Siegel, and Lawrence R. Barnett are paid to Chris-Craft. See Certain
Relationships and Related Transactions.
(3) Reflects UTV contributions, or accruals under the Benefit Equalization
Plan in lieu of contributions and forfeiture allocations, of $14,656 with
respect to the Stock Purchase Plan and $17,948 with respect to the Profit
Sharing Plan.
(4) Reflects UTV contributions, or accruals under the Benefit Equalization
Plan in lieu of contributions and forfeiture allocations, of $13,544 with
respect to the Stock Purchase Plan and $16,580 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 $4,547 with respect
to the Stock Purchase Plan and $5,548 with respect to the Profit Sharing Plan.
The following table sets forth information concerning each exercise of
stock options during 1998 by each of the named individuals, along with the
year-end value of unexercised options. No option was granted to any executive
officer during 1998.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT FISCAL YEAR-END(#) AT FISCAL YEAR-END($)
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......... 0 0 23,000 4,000 1,130,500 104,000
Laurey J. Barnett........ 0 0 20,000 4,000 946,000 104,000
Thomas L. Muir........... 4,000 213,738 5,332 2,668 138,632 69,368
</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 in 1999 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
---------------------------------------------------
COMPENSATION 15 20 25 30 35
------------ ------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$125,000..................................... $34,525 $ 46,033 $ 57,541 $ 57,541 $ 57,541
150,000..................................... 42,025 56,033 70,041 70,041 70,041
175,000..................................... 49,525 66,033 82,541 82,541 82,541
200,000..................................... 57,025 76,033 95,041 95,041 95,041
225,000..................................... 64,525 86,033 107,541 107,541 107,541
250,000..................................... 72,025 96,033 120,041 120,041 120,041
300,000..................................... 87,025 116,033 145,041 145,041 145,041
350,000..................................... 102,025 136,033 170,041 170,041 170,041
400,000..................................... 117,025 156,033 195,041 195,041 195,041
450,000..................................... 132,025 176,033 220,041 220,041 220,041
</TABLE>
7
<PAGE> 10
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,
1999 were: Garth S. Lindsey, 23 years; Laurey J. Barnett, 14 years; Thomas L.
Muir, 22 years.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Salaries for 1998 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 responsibilities of
their respective positions and the particular tasks assigned to them. 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
8
<PAGE> 11
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 1993 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: 1993-1998
[UNITED TELEVISION CHART]
<TABLE>
<CAPTION>
DEC. 93 DEC. 94 DEC. 95 DEC. 96 DEC. 97 DEC. 98
<S> <C> <C> <C> <C> <C> <C>
UNITED TELEVISION INC............ 100 131.33 219.24 210.40 255.21 283.84
BRDCAST (TV, RADIO, CABLE)-. 500 100 92.85 121.55 99.63 163.92 254.30
S&P 500 INDEX.................... 100 101.32 139.40 171.40 228.59 293.91
</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. 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. In addition, for 1998, Mr. Roycroft received $12,500 and Mr.
Hodgson received $10,000 for their services as Chairman and member,
respectively, of a special committee to consider the sale of BHC Class A Common
Stock held by UTV to BHC, as described in Certain Relationships and Related
Transactions, below.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During 1998, UTV sold to BHC 226,503 shares of BHC Class A Common Stock
held by UTV since 1990, when BHC became a public company. BHC paid $138.00 per
share ($31,257,400 in total), the closing market price per share on the date of
sale, for the shares.
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<PAGE> 12
During 1998, 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 1996, 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 or John C. Siegel, and
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 1998 to serve UTV as Vice President and Director of
Programming. Her salary and bonus for 1998 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 $185,000.
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 1998 and is expected to perform similar services during
1999.
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 1998, all filing requirements applicable to directors and
executive officers were timely complied with.
1999 STOCK OPTION PLAN
The Board of Directors has adopted the 1999 Stock Option Plan (the "1999
Plan"), subject to stockholder approval. The Board of Directors believes that
the 1999 Plan is desirable to attract and retain the best available talent and
to encourage the highest level of performance.
The 1999 Plan is set forth as Exhibit A to this Proxy Statement, and the
following description is qualified in its entirety by this reference thereto.
Under the 1999 Plan, options to purchase an aggregate of 500,000 shares of
UTV Common Stock, $.10 par value, may be granted from time to time to employees,
including officers and directors who are employees, of UTV or of any parent or
subsidiary of UTV who have been so employed for at least one year at the end of
the fiscal year ended immediately prior to the grant of the option (provided
that the Board of Directors may authorize the grant of options to an employee
who has not served for such period). The aggregate number of shares which may be
subject to options granted to any one employee within any period of three years
shall not exceed 100,000 shares. Approximately 100 persons, including 5
executive officers, are expected to participate in the 1999 Plan.
The 1999 Plan is to be administered by a committee (the "Committee"),
appointed by the Board of Directors, which will consist of at least two
non-employee directors. The Committee is generally empowered to interpret the
1999 Plan, to prescribe rules and regulations relating thereto, to determine the
terms of option agreements, to amend them with the consent of the optionee, to
determine the employees to whom options are to be granted and to determine the
number of shares subject to each option granted.
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<PAGE> 13
The per share exercise price of each option is established by the Committee
and in each instance will not be less than the fair market value of a share of
the Common Stock on the date the option is granted (110% of fair market value on
the date of grant of an ISO if the optionee owns stock possessing more than 10%
of the total combined voting power of all classes of stock of UTV or any of its
parent or subsidiary corporations (a "10% Holder")). Upon exercise of an option,
the optionee may pay the purchase price with securities of UTV previously
acquired by him, if so permitted by the Committee or by the related option
agreement.
Options will be exercisable for a term determined by the Committee, which
term will not be greater than ten years from the date of grant (five years for
ISOs granted to a 10% Holder). Generally, an option will become exercisable, as
to one-third of the number of the shares covered thereby, cumulatively upon each
anniversary of the date of the grant. Except in the event of certain
terminations of employment or death or permanent and total disability, no option
may be exercised unless the holder thereof is then an employee of UTV or any
parent or subsidiary corporation. Options will not be transferable other than by
will or the laws of descent and distribution and may be exercised during the
optionee's lifetime only by the optionee or his guardian or legal
representative.
Options granted pursuant to the 1999 Plan may be designated as incentive
stock options ("ISOs") with the attendant tax benefits provided under Sections
421 and 422 of the Internal Revenue Code of 1986 (the "Code"). The 1999 Plan
provides that the aggregate fair market value (determined at the time an ISO is
granted) of the Common Stock subject to ISOs exercisable for the first time by
an employee during any calendar year (under all plans of UTV and any parent or
any subsidiary corporation) may not exceed $100,000.
Stock appreciation rights ("SARs") may also be awarded to holders of
options granted under the 1999 Plan at any time prior to the exercise in full of
the related options and on the same terms and conditions. A SAR permits a holder
of a related option to surrender the option with respect to all or any part of
the shares covered thereby and to receive from UTV in exchange therefor a
payment having an aggregate value equal to the Right Value of one share
multiplied by the number of shares as to which the related option is
surrendered. Payment may be made in the form of cash or Common Stock, in the
discretion of the Committee. The Right Value of a share is the greater of (A)
the amount by which the fair market value of one share when the SAR is exercised
exceeds the option price per share and (B) the amount by which the book value of
one share when the SAR is exercised exceeds the book value of one share when the
related option was granted, except that if the related option is an ISO, the
Right Value is determined only pursuant to clause (A). Each SAR is exercisable
for the same term and terminates under the same conditions as the related
option.
An option shall expire three months after termination of employment, unless
extended by the Committee, in its sole discretion and at the employee's request,
prior to the end of such three-month period, and except that a non-ISO option
held by an employee who continues to serve UTV as a consultant will continue in
effect, but, in either case, not beyond the date that the option would have, by
its terms, expired. An option shall nonetheless terminate immediately upon
termination of employment by UTV for cause or voluntarily by the employee
without UTV's consent.
The number of shares subject to option and the exercise price of options
are subject to adjustment or cash settlement in the event of changes in the
outstanding Common Stock by reason of stock dividends, recapitalizations,
mergers and similar events or a change in control of UTV.
The Board of Directors may suspend, terminate, modify or amend the 1999
Plan, provided, however, that (except for adjustments by reason of stock
dividends, recapitalizations, mergers and similar events) any increase in the
aggregate number of shares issuable upon the exercise of options, any reduction
in the purchase price of the Common Stock covered by any option, any extension
of the period during which options may be granted or increase in the maximum
term of options, and any material modification in the requirements as to
eligibility for participation in the 1999 Plan shall be subject to the approval
of stockholders. No suspension, termination, modification or amendment of the
1999 Plan may adversely affect an optionee's rights under an option theretofore
granted without the consent of the optionee.
11
<PAGE> 14
The 1999 Plan also authorizes the Board of Directors to cause UTV or any
parent or subsidiary to give or arrange for financing, including direct loans,
secured or unsecured, or guaranties of loans by banks, which guaranties may be
secured in whole or in part by assets of UTV or any subsidiary corporation, to
any eligible participant in the 1999 Plan who shall have been employed by UTV or
any subsidiary for at least two years at the end of the fiscal year ending
immediately prior to arranging such financing, but the Board of Directors may in
any specific case authorize financing for an employee who has not served for
such period. Such financing shall be for the purpose of providing funds for the
purchase by such person of Common Stock pursuant to the exercise of an option,
for payment of taxes incurred in connection therewith or otherwise to purchase
or carry a stock investment in UTV. The maximum amount of UTV's liability in
connection with all such financing outstanding at any time will not exceed
$2,500,000. Each loan will bear interest. Each recipient of financing will be
personally liable for the full amount of all financing extended to him. If
authorized, such financing will be administered by a special committee of the
Board consisting of not less than two directors, each of whom shall be a
non-employee director.
No option may be granted under the 1999 Plan or financing given or arranged
after February 22, 2009, provided that financing given or arranged prior thereto
may remain outstanding in accordance with such terms and conditions as may have
been established by the Board of Directors or the committee administering such
financing under the 1999 Plan.
On March 19, 1999 the closing sale price of the Common Stock as reported on
the NASDAQ National Market System was $105.25 per share.
TAX CONSEQUENCES
UTV has been advised as follows regarding the federal income tax
consequences with respect to stock options, ISOs, SARs and payment in stock of
the exercise price of options under the 1999 Plan.
Optionees will not be taxed upon the grant of an option or a SAR. Except as
noted below, at the time of exercise of an option other than an ISO, the
optionee generally will recognize ordinary income in an amount equal to the
excess of the fair market value of the shares over the option price, and UTV
will generally be entitled to a deduction in the same amount. The shares
acquired pursuant to the exercise of an option other than an ISO will have a
basis to the optionee equal to their fair market value on, and a holding period
measured from, the date of exercise.
At the time of exercise of an ISO, the optionee will realize no income, and
UTV will not be entitled to any deduction; the optionee, however, will generally
have an item of adjustment to income, for purposes of calculating the
alternative minimum tax, equal to the excess of the fair market value of the
shares at such time over the option price. Upon exercise of a SAR, the optionee
will be taxed at ordinary income rates on the amount of cash received or the
fair market value of shares acquired, and UTV generally will be entitled to a
deduction in the same amount.
Upon the sale of a share acquired pursuant to the exercise of an option
other than an ISO, any gain or loss will result in a capital gain or capital
loss measured by the difference between the optionee's basis and the amount
realized on such sale, provided the share sold is a capital asset in the hands
of the holder. Upon the sale of a share acquired pursuant to the exercise of an
ISO, any gain or loss will result in a capital gain or loss measured by the
difference between the amount realized on such sale and the exercise price,
provided that the share sold is a capital asset in the hands of the holder. Such
capital gain or loss will be long term gain or loss if at the time of sale the
optionee held the share at least one year after its issuance to him following
exercise and at least two years since the grant of the option. In the case of a
disposition of a share having a shorter holding period (a "Premature
Disposition"), a portion (or all) of such gain will be taxed at ordinary income
rates to the extent of the lesser of (a) the excess of the fair market value of
the share at the time of exercise over the option price and (b) the gain on the
sale, and UTV will be entitled to a deduction in the same amount. Any excess of
the amount realized over the fair market value of the share at the time of
exercise will be short-term capital gain.
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<PAGE> 15
If an optionee uses previously acquired shares of Common Stock to pay the
exercise price of a stock option, the optionee will not ordinarily recognize any
taxable income to the extent that the number of new shares of Common Stock
received does not exceed the number of shares so used. If non-recognition
treatment applies to the payment for optioned shares with previously acquired
shares, the tax basis and holding period of shares received without recognition
of taxable income will be determined by reference to the shares surrendered as
payment. If a greater number of shares of Common Stock is received upon exercise
than the number of shares surrendered in payment of the option price, where an
ISO is being exercised, such excess shares will have a zero basis in the hands
of the holder; where an option other than an ISO is being exercised, the
optionee will be required to include in gross income (and UTV will be entitled
to deduct) an amount equal to the fair market value of the additional shares on
the date the option is exercised less any cash paid for the shares, and the
holding period will be measured from the exercise date.
Moreover, if stock previously acquired by exercise of an ISO is transferred
in connection with the exercise of another ISO, and if, at the time of such
transfer, the stock so transferred has not been held for the holding period
required in order to receive favorable treatment under the ISO rules (i.e., the
stock is "Immature ISO Shares"), then such transfer will be treated as a
Premature Disposition. Accordingly, with respect to the shares so transferred,
the optionee will recognize ordinary income under the rules governing Premature
Dispositions discussed earlier in this section. However, the shares so acquired
upon exercise of the ISO can still qualify for ISO treatment, if all of the
other ISO requirements are fulfilled. By contrast, if Immature ISO Shares are
transferred in connection with the exercise of an option other than an ISO, the
transfer is not treated as a Premature Disposition. Instead, the number of
shares issued upon exercise of the option equal to the number of delivered
Immature ISO Shares retain the status of Immature ISO Shares.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ADOPTION OF THE 1999 STOCK
OPTION PLAN.
RATIFICATION OF SELECTION OF AUDITORS
The stockholders are to take action upon ratification of the selection of
PricewaterhouseCoopers as auditors of UTV for its fiscal year ending December
31, 1999. Representatives of PricewaterhouseCoopers 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.
PricewaterhouseCoopers was the independent accountant for UTV for its fiscal
year ended December 31, 1998. If the selection of PricewaterhouseCoopers 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.
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, 1999. The persons named on the form of proxy to be sent in
connection with the solicitation of proxies on behalf of UTV's Board of
Directors for UTV's 2000 annual meeting of stockholders will vote in their own
discretion on any matter as to which UTV shall not have received notice by
February 15, 2000.
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<PAGE> 16
GENERAL
UTV'S 1998 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
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<PAGE> 17
EXHIBIT A
UNITED TELEVISION, INC.
1999 STOCK OPTION PLAN
1. PURPOSE OF THE 1999 PLAN.
United Television, Inc. (the "Corporation") desires to attract and retain
the best available talent and to encourage the highest level of performance. The
1999 Stock Option Plan (the "1999 Plan") is intended to contribute significantly
to the attainment of these objectives, by affording eligible employees of the
Corporation or any of its parent or subsidiary corporations the opportunity to
acquire and to increase their proprietary interests in the Corporation and by
providing incentives for such employees to put forth maximum efforts for the
success of the business.
2. SCOPE AND DURATION OF THE 1999 PLAN.
Under the 1999 Plan, options ("Options") to purchase Common Stock, par
value $.10 per share ("Common Stock"), and stock appreciation rights ("Rights"),
may be granted. Rights may be granted only in association with Options. Options
may, at the time of grant, also be designated as incentive stock options
("ISOs") with the attendant tax benefits provided under Sections 421 and 422 of
the Internal Revenue Code of 1986 (the "Code"). The aggregate fair market value
(determined at the time an ISO is granted) of the Common Stock covered by ISOs
exercisable for the first time by an employee during any calendar year (under
all plans of the Corporation and any parent corporation or any of its subsidiary
corporations), may not exceed $100,000.
The aggregate number of shares of Common Stock reserved for grant from time
to time under the 1999 Plan is 500,000, which shares may be authorized but
unissued shares or shares which shall have been or which may be reacquired by
the Corporation. The aggregate number of shares which may be subject to Options
granted to any one employee within any period of three years under the 1999 Plan
shall not exceed 100,000 shares. Such aggregate numbers shall be subject to
adjustment as provided in paragraph 12. If an Option shall expire or terminate
for any reason without having been exercised in full or surrendered in full in
connection with the exercise of a Right, the shares represented by the portion
thereof not so exercised or surrendered shall (unless the 1999 Plan shall have
been terminated) become available for other Options to be granted under the 1999
Plan. The 1999 Plan shall become effective upon approval by the stockholders of
the Corporation as provided in paragraph 13. No Option or Right shall be granted
under the 1999 Plan after February 22, 2009. The grant of an Option or a Right
is sometimes referred to herein as an award thereof.
3. ADMINISTRATION OF THE 1999 PLAN
The Board of Directors shall appoint a 1999 Plan Committee (the
"Committee") to administer the 1999 Plan, except as otherwise specifically
provided in the 1999 Plan. The Committee shall consist of not less than two
members of the Board of Directors who are Non-Employee Directors (as hereinafter
defined). The Board of Directors may from time to time appoint members of the
Committee in substitution for or in addition to members previously appointed and
may fill vacancies, however caused, in the Committee.
The Committee shall have plenary authority in its discretion, subject to
and not inconsistent with the express provisions of the 1999 Plan, to direct the
grant of Options, to determine the number of shares and purchase price of the
Common Stock covered by each Option, the employees to whom, and the time or
times at which, Options shall be granted and may be exercised; to designate
Options as ISOs; to direct the grant of Rights in connection with any Option; to
interpret the 1999 Plan; to prescribe, amend and rescind rules and regulations
relating to the 1999 Plan, including, without limitation, such rules and
regulations as it shall deem advisable so that transactions involving Options or
Rights may qualify for exemption under such rules and regulations as the
Securities and Exchange Commission may promulgate from time to time exempting
transactions from Section 16(b) of the Securities Exchange Act of 1934 (the
"Exchange Act"); to determine the terms and provisions of, and to cause the
Corporation to enter into, agreements with employees in connection with awards
made under the 1999 Plan ("Agreements"), which Agreements may vary from one
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<PAGE> 18
another as the Committee shall deem appropriate; to amend any such Agreements
from time to time, with the consent of the optionee; and to make all other
determinations it may deem necessary or advisable for the administration of the
1999 Plan. Any interpretation or determination made by the Committee pursuant to
the foregoing shall be conclusive and binding upon any person having or claiming
any interest under the 1999 Plan.
The Committee shall hold its meetings at such times and places as it shall
deem advisable. Members may participate in meetings through conference telephone
or similar arrangements. A majority of the members of the Committee shall
constitute a quorum. All determinations of the Committee shall be made by a
majority of its members. Any decision or determination reduced to writing and
signed by all of the members shall be fully as effective as if it had been made
by a majority vote at a meeting duly called and held. The Committee may appoint
a secretary, shall keep minutes of its meetings and shall make such rules and
regulations for the conduct of its business as it shall deem advisable. The
Committee may delegate to one or more of its members or to one or more agents
such administrative duties as the Committee may deem advisable and may employ
(or authorize any person to whom it has delegated duties as aforesaid to employ)
one or more persons to render advice with respect to any responsibility the
Committee (or such person) may have under the 1999 Plan.
4. ELIGIBILITY: FACTORS TO BE CONSIDERED IN GRANTING AWARDS.
Options may be granted only to employees (including officers and directors
who are employees) of the Corporation or of any parent or subsidiary corporation
who shall have been so employed for a period of at least one year at the end of
the fiscal year ended immediately prior to the grant; provided that the Board of
Directors may, in any specific case, authorize an award to an employee who shall
not have served for such period. In determining the persons to whom awards shall
be made and the number of shares to be covered by each option, the Committee
shall take into account the duties of the respective persons, their present and
potential contributions to the success of the Corporation or any parent or
subsidiary corporation, the anticipated number of years of effective service
remaining, and such other factors as the Committee, in its discretion, shall
deem relevant in connection with accomplishing the purposes of the 1999 Plan. No
person shall be eligible for an Option grant if he shall have filed with the
Secretary of the Corporation an instrument waiving such eligibility; provided
that any such waiver may be revoked by filing with the Secretary of the
Corporation an instrument of revocation, which revocation will be deemed
effective upon such filing. Subject to the provisions of paragraph 2, more than
one award under the 1999 Plan may be made to any employee.
5. OPTION PRICE.
The purchase price per share of the Common Stock covered by each Option
shall be established by the Committee, but in no event shall it be less than the
fair market value (as hereinafter defined) of a share of Common Stock on the
date the Option is granted.
In the case of an individual who at the time the Option is granted owns
stock possessing more than 10% of the total combined voting power of all classes
of the stock of the Corporation or of its parent or a subsidiary corporation (a
"10% Holder"), the purchase price of the Common Stock covered by any ISO shall
in no event be less than 110% of the fair market value of the Common Stock on
the date the ISO is granted.
6. TERM OF OPTIONS.
The term of each Option shall be fixed by the Committee, but in no event
shall it be more than 10 years from the date of grant, subject to earlier
termination as provided in paragraph 10. The term of an ISO granted to a 10%
Holder shall be no more than 5 years from the date of grant. The term of any
Option may be extended from time to time by the Committee, provided that no such
extension shall extend the term beyond 10 years from the date of grant.
7. EXERCISE OF OPTIONS.
(a) Subject to the provisions of the 1999 Plan, an Option granted under the
1999 Plan shall become fully exercisable on the third anniversary of the date of
grant. Prior thereto, each Option shall become exercisable as to one-third of
the number of shares originally covered thereby upon the first anniversary of
the date of the
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<PAGE> 19
grant of the Option; and as to an additional one-third upon the second
anniversary of the date of the grant of the Option. Such installments shall be
cumulative. Notwithstanding the foregoing, at any time subsequent to the first
anniversary of the date of grant, the Committee may declare any Option
immediately and fully exercisable, and Options shall automatically become fully
exercisable upon the normal retirement of an optionee as provided in paragraph
10.
(b) An Option may be exercised as to any or all full shares as to which the
Option is then exercisable; provided that an Option may not be exercised as to
fewer than 100 shares (or less than all the shares as to which the Option is
then exercisable, if fewer than 100 shares).
(c) The purchase price of the shares as to which an Option is exercised
shall be paid in full in cash at the time of exercise; provided that, if
permitted by the related Agreement or by the Committee, the purchase price may
be paid, in whole or in part, by surrender or delivery to the Corporation of
securities of the Corporation having a fair market value on the date of exercise
equal to the portion of the purchase price being so paid. In addition, the
optionee shall, upon notification of the amount due and prior to or concurrently
with delivery to the optionee of a certificate representing such shares, pay
promptly any amount necessary to satisfy applicable federal, state or local tax
requirements.
(d) Except as provided in paragraphs 10 and 11, no Option may be exercised
unless the optionee is then an employee of the Corporation or any parent or
subsidiary corporation and has remained in the continuous employ of the
Corporation or any parent or subsidiary corporation or any combination thereof
for one year from the date of grant.
(e) No person shall have the rights of a stockholder with respect to shares
covered by an Option until such person becomes the holder of record of such
shares.
8. AWARD AND EXERCISE OF RIGHTS.
(a) A Right may be awarded by the Committee in association with any Option
either at the time such Option is granted or at any time prior to the exercise,
termination or expiration of such Option. Each such Right shall be subject to
the same terms and conditions as the related Option and shall be exercisable
only to the extent such Option is exercisable, and the Right Value, as
hereinafter defined, is a positive amount.
(b) A Right shall entitle the optionee to surrender to the Corporation
unexercised the related Option (or any portion or portions thereof which the
optionee from time to time shall determine to surrender for this purpose) and to
receive in exchange therefor, subject to the provisions of the 1999 Plan and
such rules and regulations as from time to time may be established by the
Committee, a payment having an aggregate value equal to the product of (A) the
Right Value of one share, as hereinafter defined, and (B) the number of shares
covered by the Option, or portion thereof, that is surrendered. For purposes of
the 1999 Plan, the Right Value of one share shall be the greater of (x) the
excess of (i) the fair market value of one share on the date on which the Right
is exercised, over (ii) the option price per share of the surrendered Option, or
(y) the excess of (i) the book value of one share as of the last day of the
fiscal quarter of the Corporation ended immediately prior to the date on which
the Right is exercised, over (ii) the book value of one share as of the last day
of the fiscal quarter of the Corporation ended immediately prior to the date of
the grant of the surrendered Option, except that if the surrendered Option is an
ISO, the Right Value shall be determined only pursuant to (x). For purposes of
the 1999 Plan, the book value of one share shall be determined by dividing the
Shareholders' Investment at the relevant date (after eliminating such portion of
such Shareholders' Investment as the Committee shall determine to be applicable
to securities of the Corporation other than Common Stock) by the number of
shares issued and outstanding at such date. The Committee may also make such
adjustments to Shareholders' Investment as the Committee, in its sole
discretion, shall consider appropriate, in view of the purpose of the 1999 Plan,
to reflect any unusual or non-recurring transaction or any extraordinary income
or expense item. The date on which the Committee or the Corporation shall
receive notice from the optionee of the exercise of a Right shall be considered
the date on which the Right is exercised.
Upon exercise of a Right, an optionee shall indicate to the Committee what
portion of the payment he desires to receive in cash and what portion in shares
of Common Stock of the Corporation; provided, that the Committee shall have sole
discretion to determine in any case or cases that payment will be made in the
form
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<PAGE> 20
of all cash, all shares, or any combination thereof. If the optionee is to
receive a portion of such payment in shares, the number of shares shall be
determined by dividing the amount of such portion by the fair market value of
one share on the date on which the Right is exercised. The number of shares
which may be received pursuant to the exercise of a Right may not exceed the
number of shares covered by the related Option, or portion thereof, that is
surrendered. No fractional share will be issued, but instead cash will be paid
for any such fractional share.
No payment will be required from the optionee upon exercise of a Right,
except that the optionee shall, upon notification of the amount due and prior to
or concurrently with delivery to the optionee of cash or a certificate
representing shares, pay promptly any amount necessary to satisfy applicable
federal, state or local tax requirements, and the Corporation shall have the
right to deduct from any payment any taxes required by law to be withheld by the
Corporation with respect to such payment.
(c) Upon exercise of a Right, the number of shares subject to exercise
under the related Option shall automatically be reduced by the number of shares
represented by the Option, or portion thereof, that is surrendered. Shares
subject to Options, or portions thereof, that are surrendered in connection with
the exercise of Rights shall not be available for subsequent Option grants under
the 1999 Plan.
(d) Whether payments upon exercise of Rights are made in cash, shares or a
combination thereof, the Committee shall have discretion as to the timing of the
payments, including whether payment shall be made in a lump sum or in
installments, but payment may not be deferred beyond the first business day of
the fifteenth calendar month next following the month of exercise of a Right.
Deferred payments may bear interest at a rate determined by the Committee. The
Committee may make such other further provisions and adopt such rules and
regulations as it shall deem appropriate, not inconsistent with the 1999 Plan,
related to the timing of the exercise of a Right and the determination of the
form and timing of payment to the optionee upon such exercise.
9. NON-TRANSFERABILITY OF OPTIONS AND RIGHTS.
Options and Rights granted under the 1999 Plan shall not be transferable,
other than by will or the laws of descent and distribution, and Options and
Rights may be exercised, during the lifetime of the optionee, only by the
optionee, or by his guardian or legal representative.
10. TERMINATION OF RELATIONSHIP TO THE CORPORATION.
(a) In the event that any optionee shall cease to be an employee of the
Corporation and of any parent or subsidiary corporation, other than by reason of
death or permanent and total disability, any Option held by such optionee may be
exercised (to the extent that the optionee was entitled to exercise such Option
at the termination of such employment) at any time within three months after
such termination or such later date as the Committee, in its sole discretion
shall determine at employee's request prior to the end of such three-month
period, but, in either case, not later than the date on which the Option, by its
terms, otherwise would have expired; provided, however, that any Option held by
an employee whose employment shall be terminated either (A) by the Corporation
for cause or (B) voluntarily by the employee and without the consent of the
Corporation or any parent or subsidiary corporation (which consent shall be
presumed in the case of normal retirement), shall, to the extent not theretofore
exercised, forthwith terminate. Notwithstanding the provisions of paragraph 7
specifying the installments in which an Option shall be exercisable, upon an
optionee's actual retirement at any time subsequent to the first anniversary of
the grant of the Option, the Option shall be exercisable (within the time
periods set forth is this paragraph 10(a)) as to all shares of Common Stock
remaining subject to the Option; provided, however, such acceleration shall not
be applicable if the optionee retires prior to his normal retirement date and
without the consent of the Corporation.
(b) Awards made under the 1999 Plans shall not be affected by any change of
duties or position so long as the optionee continues to be an employee of the
Corporation, or any parent or subsidiary corporation.
(c) Any Agreement may contain such provisions as the Committee shall
approve with reference to the determination of the date employment terminates
for purposes of the 1999 Plan and the effect of leaves of absence, which
provisions may vary from one another. Without limiting the foregoing, any
Agreement may provide, for purposes of paragraphs 7(a), 10 and 11, that, with
respect to the award of non-ISO Options to
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<PAGE> 21
which the Agreement relates, the optionee's employment shall be deemed not to
terminate upon, and such optionee shall be deemed to continue to be employed
until, the termination of the optionee's engagement as a consultant, if such
engagement commences within three months after the optionee ceases to be an
employee.
(d) Nothing in the 1999 Plan or in any award made pursuant to the 1999 Plan
shall confer upon any employee any right to continue in the employ of the
Corporation or any parent or subsidiary corporation or affect the right of the
Corporation or such parent or subsidiary corporation to terminate his employment
at any time.
11. DEATH OR DISABILITY OF OPTIONEE.
If an optionee shall become permanently and totally disabled within the
meaning of Section 22(e)(3) of the Code or die, while he is employed by the
Corporation or any parent or any subsidiary corporation, or within three months
after the termination of his employment (other than termination for cause or
voluntarily on the part of the optionee and without the consent of the
Corporation or such parent or subsidiary corporation), any Option owned by such
optionee may be exercised, as set forth in the related Agreement, by the
guardian or legal representative or the optionee's estate or transferee by will
or laws of descent and distribution, within nine months after the earlier of the
death or commencement of permanent and total disability of the optionee, or such
later date as the Committee, in its sole discretion shall determine at the
request of such guardian, legal representative, estate, or transferee prior to
the end of such nine-month period, but in either case, not later than the date
on which the Option, by its terms, otherwise would have expired.
12. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.
Notwithstanding any other provision in the 1999 Plan, each Agreement may
contain such provisions as the Committee shall determine to be appropriate for
the adjustment of the number and class of shares covered by such Option, the
exercise prices and the number of shares as to which Options shall be
exercisable at any time, and appropriate changes in Rights related to such
Options, in the event of changes in the outstanding Common Stock of the
Corporation by reason of stock dividends, split-ups, reverse splits,
recapitalizations, spin-offs, reorganizations, liquidations and the like. In the
event of any such change in the outstanding Common Stock of the Corporation, the
aggregate number of shares as to which Options may be granted under the 1999
Plan and to any employee shall be appropriately adjusted by the Committee, whose
determination shall be conclusive. No adjustment shall be made in the
requirements set forth in paragraph 7(b) with respect to the minimum number of
shares that must be purchased upon any exercise.
Immediately prior to the occurrence of a dissolution, liquidation, merger
or consolidation of the Corporation, sale of all or substantially all of the
assets of the Corporation or change in control of the Corporation (collectively,
a "Change Event"), as a result of which the outstanding Common Stock shall
become convertible into or exchangeable for any other security or property
(other than cash), if the Committee shall so determine, each outstanding Option
shall automatically be converted into the right to purchase, on substantially
the same terms as otherwise set forth in the related Agreement, the amount of
such other security or property as a number of shares of Common Stock equal to
the number of shares of Common Stock subject to such Option immediately prior to
the operation of this sentence ("Option Shares") shall become convertible or for
which such number of shares of Common Stock shall become exchangeable, at a
purchase price per unit of such other security or property bearing the same
ratio to the purchase price of one Option Share as the number of Option Shares
shall bear to the number of units of such other security for which the Option
shall, by operation of this sentence, become exercisable (subject, in the case
of an ISO, to such further adjustment as may be appropriate to preserve the ISO
status of the ISO). In the event that a Change Event to which the preceding
sentence shall not apply shall have occurred or is about to occur, or in the
event a Change Event applicable to a subsidiary corporation of the Corporation
shall have occurred or is about to occur, then, if the Committee shall so
determine, each Option outstanding under the 1999 Plan, if such Change Event
shall apply to the Corporation, or each Option held by any employee of such
subsidiary corporation, shall be terminated upon the occurrence of such Change
Event, and the Corporation shall pay to each holder of such terminated Option an
amount equal to the Right Value of one share as of the close of business on the
trading day immediately preceding the date of occurrence of such Change Event
multiplied by the number of shares of Common Stock subject to such Option
immediately prior to its termination.
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<PAGE> 22
For purposes of the 1999 Plan, the term "change in control" means an event
or series of events that would be required to be described as a change in
control of the Corporation in a proxy or information statement pursuant to
Schedule 14A or 14C promulgated under the Exchange Act.
The determination as to whether and when a change in control has occurred
or is about to occur shall be made by vote of a majority of the persons who
shall have constituted the Committee immediately prior to the occurrence of the
event or series of events constituting such change in control.
13. EFFECTIVENESS OF THE 1999 PLAN.
The 1999 Plan shall become effective upon the approval thereof by a
majority of the votes properly cast thereon at a meeting of stockholders of the
Corporation duly called and held. The Committee thereafter may, in its
discretion, make awards under the 1999 Plan, the exercise of which shall be
expressly subject to the conditions that at the time of exercise a Registration
Statement under the Securities Act of 1933 with respect to the shares of Common
Stock reserved for purposes of the 1999 Plan shall be effective, or other
provision satisfactory to the Committee shall have been made so that shares may
be issued without violation of such Act.
14. TERMINATION AND AMENDMENT OF THE 1999 PLAN.
The Board of Directors of the Corporation may at any time prior to the
termination of the 1999 Plan, suspend, terminate, modify or amend the 1999 Plan;
provided that any increase in the aggregate number of shares reserved for
issuance upon the exercise of Options, any increase in the maximum number of
shares for which Options may be granted to any employee during any period, any
reduction in the purchase price of the Common Stock covered by any Option, any
extension of the period during which Options may be granted or increase beyond
ten years in the maximum term of Options, any change in the formula for
determining the amount payable upon exercise of a Right, or any material
modification in the requirements as to eligibility for participation in the 1999
Plan, shall be subject to the approval of stockholders in the manner provided in
paragraph 13, except that any such increase, reduction or change that may result
from any adjustment authorized by paragraph 12 or any adjustment based on any
amendment of the Exchange Act, the Code or change in any regulation promulgated
thereunder (to the extent permitted by the Exchange Act, the Code, the
Securities and Exchange Commission, or the Internal Revenue Service) shall not
require such approval. No suspension, termination, modification or amendment of
the 1999 Plan may, without the consent of the holder of an outstanding option,
adversely affect the rights of such holder.
15. FINANCING FOR INVESTMENT IN STOCK OF THE CORPORATION.
Until February 22, 2009, the Board of Directors may cause the Corporation
or any subsidiary to give or arrange for financing, including direct loans,
secured or unsecured, or guaranties of loans by banks, which guaranties may be
secured in whole or in part by assets of the Corporation or any subsidiary, to
any employee of the Corporation or any parent corporation or any subsidiary
corporation who shall have been so employed for a period of at least two years
at the end of the fiscal year ended immediately prior to arranging such
financing; but the Board of Directors may, in any specific case, authorize
financing for an employee who shall not have served for such period. Such
financing shall be for the purpose of providing funds for any one or more of:
the purchase by the employee of shares pursuant to the exercise of an Option;
the payment of taxes incurred in connection with such exercise; or otherwise
purchasing or carrying a stock investment in the Corporation. The maximum amount
of liability incurred by the Corporation and its subsidiaries in connection with
all such financing outstanding at any time shall not exceed $2,500,000. Each
loan shall bear interest at a rate that shall not be less than the lowest rate
which avoids imputation of interest at a higher rate under the Code. Each
recipient of such financing shall be personally liable for the full amount of
all financing extended to him. Such financing shall be based upon the judgment
of the Board of Directors that such financing may reasonably be expected to
benefit the Corporation, and that such financing as may be granted shall be
consistent with the Certificate of Incorporation and By-Laws of the Corporation
or such subsidiary, and applicable laws.
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<PAGE> 23
If any such financing is authorized by the Board of Directors, such
financing shall be administered by a special committee of the Board to be
denominated the Stock Investment Financing Committee. Such Committee shall
consist of not less than two directors, each of whom shall be a Non-Employee
person.
16. SEVERABILITY.
In the event that any one or more provisions of the 1999 Plan or any
Agreement, or any action taken pursuant to the 1999 Plan or such Agreement,
should, for any reason, be unenforceable or invalid in any respect under the
laws of the United States, any state of the United States or any other
government, such unenforceability or invalidity shall not affect any other
provision of the 1999 Plan or of such or any other Agreement, but in such
particular jurisdiction and instance the 1999 Plan and the affected Agreement
shall be construed as if such unenforceable or invalid provision had not been
contained therein or if the action in question had not been taken thereunder.
17. EFFECT ON PRIOR OPTION PLANS.
The adoption of the 1999 Plan shall have no effect on outstanding options
previously granted by the Corporation.
18. CERTAIN DEFINITIONS.
(a) The term "parent corporation" and "subsidiary corporation" shall have
the meanings set forth in Sections 424(e) and (f) of the Code, respectively.
(b) The term "Non-Employee Director" shall mean a director who is both a
"Non-Employee Director" within the meaning of paragraph (b)(3)(i) of Rule 16b-3
promulgated under the Exchange Act and an "outside director" within the meaning
of Code Section 162(m).
(c) The term "fair market value" of a share of Common Stock shall mean as
of the date on which such fair market value is to be determined the closing
price of a share of Common Stock as reported in the Wall Street Journal (or a
publication deemed equivalent to The Wall Street Journal for such purpose by the
Committee) for the national securities exchanges and other securities markets
which at the time are included in the stock price quotations of such
publication. In the event that the Committee shall determine such stock price
quotation is not representative of fair market value, the Committee may
determine fair market value in such a manner as it shall deem appropriate under
the circumstances.
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<PAGE> 24
0921-PS-99
<PAGE> 25
PROXY
UNITED TELEVISION, INC.
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
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 1999 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
AND RETURN PROMPTLY
SEE REVERSE SIDE SEE REVERSE SIDE
<PAGE> 26
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE.
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2, AND 3.
1. Election of Directors.
NOMINEES: John C. Siegel and Evan C Thompson
AUTHORITY
FOR WITHHELD
ALL AS TO ALL
NOMINEES [ ] [ ] NOMINEES
[ ] ______________________________________________
For all nominees except as noted above
FOR AGAINST ABSTAIN
2. Adoption of the 1999 Stock Option Plan. [ ] [ ] [ ]
3. Selection of PricewaterhouseCoopers LLP as auditors [ ] [ ] [ ]
MARK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE 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:_____
