<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 15, 2000
To the Stockholders of
UNITED TELEVISION, INC.:
The annual meeting of the stockholders of United Television, Inc. ("UTV")
will be held at Little America Hotel & Towers, 500 South Main Street, Salt Lake
City, Utah 84101, on May 15, 2000, at 2:00 P.M., for the purpose of considering
and acting upon the following matters:
(1) Election of directors.
(2) Ratification of the selection of PricewaterhouseCoopers LLP
("PricewaterhouseCoopers") as auditors of UTV for the year ending December
31, 2000.
(3) Such other business as may properly come before the meeting or any
adjournment thereof.
The Board of Directors has fixed the close of business on March 20, 2000 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 Salt Lake City station, KTVX,
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
April 5, 2000
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 15, 2000 and at any adjournment thereof. April 5,
2000 is the approximate date on which this Proxy Statement and the accompanying
form of proxy are first being mailed to stockholders.
As of March 20, 2000, the record date for the meeting, UTV had outstanding
9,505,923 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 Norman Perlmutter and
Howard F. Roycroft as directors until the third annual meeting following the May
15, 2000 meeting and until their respective successors are elected and
qualified. Information with respect to each such nominee, as well as the five
present directors whose terms of office expire at the first or second annual
meeting following the May 15, 2000 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 2000 SINCE
---- ---------------------------------------------- ------------ -----------
<S> <C> <C> <C>
NOMINEES FOR THREE-YEAR TERM
Norman Perlmutter........ Chairman of the Board of Managers, Perlmutter 66 1988
Investment Co., real estate investments;
Director, Chris-Craft Industries, Inc.
("Chris-Craft")(1) and Prime Retail, Inc.
Howard F. Roycroft....... Of Counsel, Hogan & Hartson, Washington, D.C. 69 1982
law firm
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
AGE, HAS SERVED
OTHER POSITIONS WITH UTV, PRINCIPAL OCCUPATION FEBRUARY 28, AS DIRECTOR
NAME AND CERTAIN OTHER DIRECTORSHIPS 2000 SINCE
---- ---------------------------------------------- ------------ -----------
<S> <C> <C> <C>
INCUMBENT DIRECTORS--TWO-YEAR REMAINING TERM
John C. Siegel........... Chairman of the Board, UTV, and President, UTV 47 1981
of San Francisco, Inc. ("UTV-SF")(2); Executive
Vice President, Chris-Craft(2); Director,
Chris-Craft and BHC Communications, Inc.
("BHC")(3)
Evan C Thompson.......... President and Chief Executive Officer, UTV; 57 1983
Executive Vice President, Chris-Craft, and
President, Television Division; Director,
Chris-Craft
INCUMBENT DIRECTORS--ONE-YEAR REMAINING TERM
John L. Eastman.......... Partner, Eastman & Eastman, New York City law 60 1985
firm; Director, BHC
James D. Hodgson......... Director, Korea Investment mutual fund of 84 1981
Alliance Capital Management Corp., Advisory
Director, Aurora Capital Group, former
Secretary of Labor and United States
Ambassador to Japan
Herbert J. Siegel........ Chairman of the Board and President, 71 1981
Chris-Craft; Chairman of the Board and Chief
Executive Officer, BHC
</TABLE>
- ---------------
(1) Chris-Craft is principally engaged in the television broadcasting
business, through its subsidiary BHC Communications, Inc.
(2) UTV-SF, a wholly owned subsidiary of UTV, owns television station KBHK
in San Francisco.
(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.
The Board of Directors notes with deepest appreciation the decades of
contributions received from retiring directors Lawrence R. Barnett and Rocco C.
Siciliano.
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 1999. 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 two meetings
during 1999. Its members are Messrs. Hodgson, Perlmutter and Siciliano. The
Board Compensation Committee Report on Executive Compensation appears on pages
8-9.
UTV's Board of Directors held six meetings during 1999.
2
<PAGE> 5
VOTING SECURITIES OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The management of UTV has been informed that, as of February 29, 2000, 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 29, 2000, 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)........................................ 25,116 *
Lawrence R. Barnett......................................... 4,000 *
John L. Eastman............................................. 11,500 *
James D. Hodgson(3)......................................... 4,000 *
Garth S. Lindsey(4)(5)...................................... 39,560 *
Thomas L. Muir(6)........................................... 8,233 *
Norman Perlmutter........................................... 11,500 *
Howard F. Roycroft.......................................... 3,100 *
Rocco C. Siciliano.......................................... 5,000 *
Herbert J. Siegel........................................... -- --
John C. Siegel(4)........................................... 220,070 2.3%
Evan C Thompson(4).......................................... 35,000 *
All UTV directors and executive officers as a group,
including those named above (12 persons)(4)............... 330,961 3.5%
Chris-Craft Industries, Inc................................. 5,509,027 58.0%
(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(7)........... 1,410,274 14.8%
</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
2000 annual meeting of stockholders: Lawrence R. Barnett, 4,000; John L.
Eastman, 5,000; James D. Hodgson, 3,000; Norman Perlmutter, 5,000; Howard F.
Roycroft, 3,000; Rocco C. Siciliano, 4,000.
(2) Ownership includes 15,000 shares issuable pursuant to currently
exercisable stock options.
(3) Voting and investment power are shared with the director's wife as to
1,000 shares.
(4) As of December 31, 1999, (a) the Trustee of the Chris-Craft/UTV
Employees' Stock Purchase Plan (the "Stock Purchase Plan") held 209,070 shares
of UTV Common Stock (representing 2.2% of the outstanding shares at February 29,
2000), 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 outstanding shares at February 29, 2000). 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
(Notes continued on next page)
3
<PAGE> 6
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 December 31, 1999. The numbers of shares set forth with
respect to John C. Siegel and all UTV directors and executive officers as a
group include all shares held in the Stock Purchase Plan and the Profit Sharing
Plan as of December 31, 1999, and the numbers of shares set forth respecting
Garth S. Lindsey and Evan C Thompson include the number of shares held in the
Profit Sharing Plan as of such date.
(5) Ownership includes 15,100 shares issuable pursuant to currently
exercisable stock options. Voting power and disposition power is shared with the
executive officer's wife as to 5,727 shares held in a family trust.
(6) Ownership includes 4,900 shares issuable pursuant to currently
exercisable stock options.
(7) 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.................... -- -- -- -- 14,525 *
Lawrence R. Barnett(5)............... 50,654 21.6% 1,477,950 16.2% 2,105,464 7.5%
John L. Eastman...................... -- -- -- -- -- --
James D. Hodgson..................... -- -- -- -- -- --
Garth S. Lindsey..................... -- -- -- -- 224 *
Thomas L. Muir....................... -- -- -- -- -- --
Norman Perlmutter(6)................. -- -- 6,624 * 60,927 *
Howard F. Roycroft................... -- -- -- -- -- --
Rocco C. Siciliano................... -- -- -- -- -- --
Herbert J. Siegel(7)................. 142,569 60.8% 4,872,845 43.2% 6,886,706 21.0%
John C. Siegel(8).................... -- -- 866,136 10.9% 1,605,830 6.0%
Evan C Thompson(9)................... -- -- 756,649 9.5% 1,590,899 5.9%
All UTV directors and executive
officers
as a group, including those named
above (12 persons)(10)............. 193,223 82.5% 7,847,317 63.0% 12,053,458 32.8%
</TABLE>
- ---------------
* Less than 1%.
(1) Each share of Chris-Craft $1.40 Convertible Preferred Stock is
convertible into 11.62760 shares of Chris-Craft Common Stock and 23.25520 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 34.88280 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.
(2) At December 31, 1999, the Trustee of the Stock Purchase Plan held
285,883 shares of Chris-Craft Class B Common Stock and 674,684 shares of
Chris-Craft Common Stock (representing 3.6% and 2.6% of the outstanding shares
of the respective classes at February 29, 2000). 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
(Notes continued on next page)
4
<PAGE> 7
Purchase Plan, only shares vested at December 31, 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 December 31, 2000. If, at February 29, 2000, the shares of Chris-Craft
Class B Common Stock held in the Stock Purchase Plan at December 31, 1999 had
been converted, and the Chris-Craft Common Stock issuable upon such conversion
had been added to the Chris-Craft Common Stock then held in the Stock Purchase
Plan, the shares of Chris-Craft Common Stock then held in the Stock Purchase
Plan would represent 3.7% 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 28,970 shares of Chris-Craft Common Stock issuable
on exercise of options previously granted under Chris-Craft's 1994 Director
Stock Option Plan.
(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 2000 annual meeting of stockholders.
(7) Ownership includes 347,781 shares of Chris-Craft Common Stock issuable
pursuant to a currently exercisable stock option and excludes 72,057 shares of
Chris-Craft Class B Common Stock owned by Mr. Siegel's wife and 37,711 shares of
Class B Chris-Craft Common Stock held by her as trustee.
(8) Ownership includes 58,365 shares of Chris-Craft Common Stock issuable
pursuant to currently exercisable stock options.
(9) Ownership includes 290,216 shares of Chris-Craft Common Stock issuable
pursuant to currently exercisable stock options and 3,836 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
December 31, 1999 (see Note 2). Of the shares held in the Stock Purchase Plan,
143,701 shares of Chris-Craft Class B Common Stock and 579,313 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, 1999.
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)................. 1999 0 0 -- --
President and Chief Executive 1998 0 0 -- --
Officer 1997 0 0 -- --
Garth S. Lindsey................... 1999 185,000 197,000 -- 68,328(3)
Executive Vice President, Chief 1998 180,000 170,000 -- 32,607
Financial Officer and Secretary 1997 175,000 180,000 -- 54,104
Laurey J. Barnett.................. 1999 185,000 180,000 -- 63,185(4)
Vice President and 1998 180,000 155,000 -- 30,124
Director of Programming 1997 175,000 165,000 -- 28,531
Thomas L. Muir..................... 1999 124,000 114,000 -- 36,573(5)
Treasurer and Controller 1998 120,000 98,000 -- 10,095
1997 116,000 104,000 -- 18,391
</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 1999. 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 1997, $1,950,000 in 1998 and $1,750,000 in 1999 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 $24,327 with
respect to the Stock Purchase Plan and $44,001 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 $22,338 with
respect to the Stock Purchase Plan and $40,847 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 $12,045 with
respect to the Stock Purchase Plan and $24,528 with respect to the Profit
Sharing Plan.
The following table sets forth information regarding each grant of stock
options made during 1999 to each of the named individuals.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
PERCENT OF ANNUAL RATES OF
NUMBER OF TOTAL STOCK PRICE
SECURITIES OPTIONS APPRECIATION FOR
UNDERLYING GRANTED OPTION TERM
OPTIONS GRANTED(1) TO EMPLOYEES IN EXERCISE PRICE EXPIRATION ---------------------
NAME (#) FISCAL YEAR ($/SH) DATE 5%($) 10%($)
---- ------------------ --------------- -------------- ---------- ----- ------
<S> <C> <C> <C> <C> <C> <C>
Garth S. Lindsey........ 9,300 4.24% 101.50 02/18/04 260,796 576,291
Laurey J. Barnett....... 9,000 4.10% 101.50 02/18/04 252,383 557,701
Thomas L. Muir.......... 5,700 2.60% 101.50 02/18/04 159,843 353,211
</TABLE>
- ---------------
(1) Options becomes exercisable in three equal annual installments
commencing on the first anniversary of the grant and may be exercised on a
cumulative basis at any time before expiration.
The following table sets forth information concerning each exercise of
stock options during 1999 by each of the named individuals, along with the
year-end value of unexercised options.
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......... 15,000 1,164,802 12,000 9,300 610,500 356,888
Laurey J. Barnett........ 12,000 938,700 12,000 9,000 610,500 345,375
Thomas L. Muir........... 5,000 117,506 3,000 5,300 152,625 203,388
</TABLE>
7
<PAGE> 10
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>
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 29,
2000 were: Garth S. Lindsey, 24 years; Laurey J. Barnett, 15 years; Thomas L.
Muir, 23 years.
UTV's Special Severance Plan, adopted in 1999, covers all full time
employees, except those covered by a collective bargaining agreement. Under the
plan, each of Messrs. Lindsey and Muir is entitled to a lump sum severance
payment equal to three times his annual compensation and continuation of his
health and life insurance benefits for 36 months from termination of employment,
if UTV terminates his employment without cause, or he terminates his employment
with UTV for good reason (as the terms are defined in the plan), within 36
months after a change in control of UTV. The plan provides for a severance
payment equal to 2.5 times her annual compensation and continuation of health
and life insurance benefits for 30 months from termination, if Ms. Barnett's
employment is terminated by UTV without cause or her for good reason within 30
months after a change in control of UTV. Upon a termination of employment
entitling a covered employee to severance benefits, any unvested stock option
held by the employee becomes fully exercisable. Before receiving any benefit
under the plan, the employee must release UTV from all claims relating to the
employee's employment with UTV.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Salaries for 1999 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
8
<PAGE> 11
Committee generally adopts recommendations of the Chairman and the CEO, who base
their recommendations on past salary levels and their perception of the quality
of the respective performances of the executive officers and attempt to match
total base salaries and bonuses with their perception of compensation levels at
a small number of entertainment companies of which they have knowledge and which
they consider comparable to UTV. The Chairman and the CEO assess executive
officer performance in terms of normal responsibilities, assumption of extra
responsibilities and additional work related to special projects. No relative
weight was assigned to any of the foregoing factors.
JAMES D. HODGSON NORMAN PERLMUTTER ROCCO C. SICILIANO
PERFORMANCE GRAPH
The following line graph compares cumulative total shareholder return for
UTV, the Standard & Poor's ("S&P") 500 Stock Index and the S&P Broadcast-500
index, assuming the investment of $100 in each in December 1994 and the monthly
reinvestment of dividends. The performance shown on the graph is not necessarily
indicative of future performance.
[PERFORMANCE LINE GRAPH]
<TABLE>
<CAPTION>
United Broadcast
Television, S&P 500 (TV, Radio,
Inc. Index Cable)-500
------------ ------- ----------
<S> <C> <C> <C>
Dec94 $100.00 $100.00 $100.00
Dec95 166.94 137.58 130.91
Dec96 160.21 169.17 107.31
Dec97 194.33 225.60 176.55
Dec98 216.14 290.08 273.88
Dec99 264.15 351.12 478.44
</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, the
Investment 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
9
<PAGE> 12
UTV employee is granted, on each annual meeting date, a five-year option to
purchase 1,000 shares of UTV Common Stock at a price per share equal to the
market price on the date of grant.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During 1999, 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 1997, UTV paid to Chris-Craft
the UTV Chairman's fee of $85,000 that otherwise would have been payable to John
C. Siegel, and directors' fees of $35,000 that otherwise would have been payable
to each of Herbert J. 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 1999 to serve UTV as Vice President and Director of
Programming. Her salary and bonus for 1999 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 $190,000.
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 1999 and is expected to perform similar services during
2000.
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 1999, all filing requirements applicable to directors and
executive officers were timely complied with.
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, 2000. 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, 1999. 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 December 6, 2000. 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 2001 annual meeting of stockholders will vote in their own
discretion on any matter as to which UTV shall not have received notice by
February 19, 2001.
10
<PAGE> 13
GENERAL
UTV'S 1999 FORM 10-K ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION, EXCLUSIVE OF EXHIBITS, WILL BE MAILED WITHOUT CHARGE TO ANY
STOCKHOLDER ENTITLED TO VOTE AT THE MEETING, UPON WRITTEN REQUEST TO GARTH S.
LINDSEY, SECRETARY, UNITED TELEVISION, INC., 132 S. RODEO DRIVE, FOURTH FLOOR,
BEVERLY HILLS, CALIFORNIA 90212-2425.
UTV will bear the entire cost of preparing, assembling, printing and
mailing this Proxy Statement, the accompanying proxy and any additional material
which may be furnished to stockholders. Solicitation material will be furnished
to brokers, fiduciaries and custodians to forward to beneficial owners of stock
held in their names, and UTV will reimburse these organizations in accordance
with the New York Stock Exchange schedule of charges for the cost of forwarding
proxy material to such beneficial owners. The solicitation of proxies may also
be made by the use of the mails and through direct communication with certain
stockholders or their representatives by officers, directors or employees of
UTV, who will receive no additional compensation therefor. UTV has engaged D.F.
King & Co., Inc. to solicit proxies and distribute materials to brokers, banks,
custodians and other nominee holders and will pay approximately $5,000 for these
services, in addition to reimbursement of certain expenses.
By Order of the Board of Directors,
GARTH S. LINDSEY, Secretary
11
<PAGE> 14
0921-PS-00
<PAGE> 15
PROXY
UNITED TELEVISION, INC.
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
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 2000 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> 16
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE.
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
1. Election of Directors.
NOMINEES: Norman Perlmutter and Howard F. Roycroft
AUTHORITY
FOR WITHHELD
ALL AS TO ALL
NOMINEES [ ] [ ] NOMINEES
[ ] ______________________________________________
For all nominees except as noted above
FOR AGAINST ABSTAIN
2. 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:_____
