<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
/x/ Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of
1934.
OR
/ / Transition Report Pursuant to Section 15(d) of the Securities Exchange Act
of 1934.
For the Fiscal Year ended Commission File
December 31, 1993 Number 1-10015
HERITAGE MEDIA CORPORATION RETIREMENT SAVINGS PLAN
(Title of the plan)
HERITAGE MEDIA CORPORATION
(Name of issuer of the securities held pursuant to the plan)
13355 NOEL ROAD, SUITE 1500 42-1299303
DALLAS, TEXAS 75240 (I.R.S. EMPLOYER
(Address of issuer's principal identification number)
executive offices)
<PAGE>
INDEX
-----
PAGES
----------
Form 11-K cover page for the Heritage Media Corporation Retirement Cover
Savings Plan . . . . . . . . . . . . . . . . . . . . . . . .
Index. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Signature. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
FINANCIAL STATEMENTS AND EXHIBITS
The following financial statements of the Heritage Media Corporation
Retirement Savings Plan for the time periods specified below are
submitted herewith together with the independent auditor's report
thereon:
Independent Auditor's Report . . . . . . . . . . . . . . . . . . F-1
Statement of Net Assets Available for Plan Benefits F-2 to
at December 31, 1993 and 1992. . . . . . . . . . . . . . . . . F-3
Statements of Changes in Net Assets Available for Plan Benefits F-4 to
for the years ended December 31, 1993 and December 31, 1992. . F-5
Notes to Financial Statements. . . . . . . . . . . . . . . . . . F-6 to
F-10
Supplementary Schedules:
Schedule of assets held for investment purposes. . . . . . . . F-11
Schedule of reportable transactions. . . . . . . . . . . . . . F-12
Consent of Independent Auditors. . . . . . . . . . . . . . . . . F-13
All other schedules are ommitted since the required information is
not present, or is not present in amounts sufficient to require
submission of a schedule; or because the information required is
included in the financial statements and notes thereto.
2
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Trustees have duly caused this annual report to be signed on their behalf by the
undersigned thereto duly authorized.
HERITAGE MEDIA CORPORATION RETIREMENT SAVINGS PLAN
DATE: AUGUST 10, 1994 BY: /s/ JAMES P. LEHR
--------------------------------
JAMES P. LEHR
VICE PRESIDENT OF ADMINISTRATION
3
<PAGE>
HERITAGE MEDIA CORPORATION
RETIREMENT SAVINGS PLAN
Financial Statements and Supplementary Information
December 31, 1993 and 1992
(With Independent Auditors' Report Thereon)
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Heritage Media Corporation
Retirement Savings Plan:
We have audited the accompanying statements of net assets available for plan
benefits of Heritage Media Corporation Retirement Savings Plan as of December
31, 1993 and 1992, and the related statements of changes in net assets available
for plan benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of Heritage
Media Corporation Retirement Savings Plan as of December 31, 1993 and 1992, and
the changes in net assets available for plan benefits for the years then ended
in conformity with generally accepted accounting principles.
Our audit of the Plan's financial statements as of and for the year ended
December 31, 1993 was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The information in supplemental
schedules I and II is presented for the purpose of additional analysis and is
not a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974. The supplemental schedules have been subjected to the auditing procedures
applied in the audit of the basic financial statements as of and for the year
ended December 31, 1993 and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
Dallas, Texas
July 19, 1994
F-1
<PAGE>
<TABLE>
<CAPTION>
HERITAGE MEDIA CORPORATION RETIREMENT SAVINGS PLAN
Statements of Net Assets Available
for Plan Benefits
December 31, 1993 and 1992
HMC Money
Class A Market
Equity Fixed Common Fund and
Income Income Stock Short-term Participant
Total Fund Fund Fund Investments loans
----- ---- ---- ---- ----------- -----
<S> <C> <C> <C> <C> <C> <C>
December 31, 1993:
Investments, at fair value:
Equity Income Fund
(307,038 shares; cost
of $2,990,687) $ 3,049,438 3,049,438 - - - -
Fixed Income Fund, at cost
which approximates fair
value and contract value
(1,653,805 shares) 1,653,805 - 1,653,805 - - -
Heritage Media Corporation
Class A Common Stock
(304,355 shares; cost of
$4,113,013) 6,049,056 - - 6,049,056 - -
Short-term Investments,
at cost which approximates
fair value (306,943 shares) 306,943 - - - 306,943 -
Money Market Fund (69,493
shares; cost of $599,462) 590,687 - - - 590,687 -
Participant loans, at unpaid
principal balance which
approximates cost and
fair value 166,211 - - - - 166,211
---------- --------- --------- --------- ------- -------
Total investments 11,816,140 3,049,438 1,653,805 6,049,056 897,630 166,211
Contributions receivable
from employer 117,910 65,665 21,812 21,775 8,658 -
Interest and dividends
receivable 24,715 17,537 - - 7,178 -
---------- --------- --------- --------- ------- -------
Total assets 11,958,765 3,132,640 1,675,617 6,070,831 913,466 166,211
Refunds payable (88,704) (37,019) (44,096) (1,382) (6,207) -
Miscellaneous payables (18,355) - - (8,953) (9,402) -
---------- --------- --------- --------- ------- -------
Net assets available
for plan benefits $ 11,851,706 3,095,621 1,631,521 6,060,496 897,857 166,211
---------- --------- --------- --------- ------- -------
---------- --------- --------- --------- ------- -------
(Continued)
</TABLE>
F-2
<PAGE>
<TABLE>
<CAPTION>
HERITAGE MEDIA CORPORATION RETIREMENT SAVINGS PLAN
Statements of Net Assets Available
for Plan Benefits, Continued
HMC Money
Class A Market
Equity Fixed Common Fund and
Income Income Stock Short-term
Total Fund Fund Fund Investments
----- ---- ---- ---- -----------
<S> <C> <C> <C> <C> <C>
December 31, 1992:
Investments, at fair value:
Equity Income Fund
(63,473 shares; cost
of $1,001,820) $ 1,166,413 1,166,413 - - -
Fixed Income Fund, at
cost which approximates
fair value and contract
value (1,386,472 shares) 1,386,472 - 1,386,472 - -
Heritage Media
Corporation Class A
Common Stock
(264,256 shares; cost of
$3,820,106) 2,279,208 - - 2,279,208 -
Money Market Fund and
Short-term Investments, at
cost which approximates
fair value (503,852 shares) 503,852 - - - 503,852
--------- --------- --------- --------- -------
Total investments 5,335,945 1,166,413 1,386,472 2,279,208 503,852
Contributions receivable
from employer 527,880 - - 527,880 -
Interest and dividends
receivable 108,445 74,666 27,918 - 5,861
--------- --------- --------- --------- -------
Total assets 5,972,270 1,241,079 1,414,390 2,807,088 509,713
Distributions payable (164,962) (44,087) (70,567) (1,380) (48,928)
Refunds payable (14,229) (2,615) (11,153) (461) -
Excess employee contributions (3,624) - - - (3,624)
--------- --------- --------- --------- -------
Net assets available
for plan benefits $ 5,789,455 1,194,377 1,332,670 2,805,247 457,161
--------- --------- --------- --------- -------
--------- --------- --------- --------- -------
</TABLE>
See accompanying notes to financial statements.
F-3
<PAGE>
<TABLE>
<CAPTION>
HERITAGE MEDIA CORPORATION RETIREMENT SAVINGS PLAN
Statements of Changes in Net Assets
Available for Plan Benefits
Years ended December 31, 1993 and 1992
HMC Money
Class A Market
Equity Fixed Common Fund and
Income Income Stock Short-term Participant
Total Fund Fund Fund Investments Loans
----- ---- ---- ---- ----------- -----
<S> <C> <C> <C> <C> <C> <C>
Year ended December 31, 1993:
Contributions (note 2):
Employees $ 2,230,446 1,048,339 597,799 406,448 177,860 -
Employer 875,250 388,549 207,892 214,432 64,377 -
---------- --------- --------- --------- ------- -------
3,105,696 1,436,888 805,691 620,880 242,237 -
---------- --------- --------- --------- ------- -------
Investment income:
Interest and dividends 154,624 11,451 119,130 - 19,244 4,799
Net appreciation
(depreciation) in fair
value of investments 3,529,942 172,222 - 3,359,108 (1,388) -
---------- --------- --------- --------- ------- -------
Net investment
income 3,684,566 183,673 119,130 3,359,108 17,856 4,799
---------- --------- --------- --------- ------- -------
Transfers - 481,923 (437,360) (656,719) 443,527 168,629
Withdrawals (728,011) (201,240) (188,610) (68,020) (262,924) (7,217)
---------- --------- --------- --------- ------- -------
Net increase in net assets
available for plan benefits 6,062,251 1,901,244 298,851 3,255,249 440,696 166,211
Net assets available for plan
benefits at beginning of year 5,789,455 1,194,377 1,332,670 2,805,247 457,161 -
---------- --------- --------- --------- ------- -------
Net assets available
for plan benefits
at end of year $ 11,851,706 3,095,621 1,631,521 6,060,496 897,857 166,211
---------- --------- --------- --------- ------- -------
---------- --------- --------- --------- ------- -------
(Continued)
</TABLE>
F-4
<PAGE>
HERITAGE MEDIA CORPORATION RETIREMENT SAVINGS PLAN
Statements of Changes in Net Assets
Available for Plan Benefits, Continued
<TABLE>
<CAPTION>
HMC Money
Class A Market
Equity Fixed Common Fund and
Income Income Stock Short-term
Total Fund Fund Fund Investments
----- ---- ---- ---- -----------
<S> <C> <C> <C> <C> <C>
Year ended December 31, 1992:
Contributions (note 2):
Employees $ 1,460,888 478,255 421,695 308,400 252,538
Employer 527,892 - - 527,892 -
--------- --------- --------- --------- -------
1,988,780 478,255 421,695 836,292 252,538
--------- --------- --------- --------- -------
Investment income (loss):
Interest and dividends 197,532 75,207 101,192 - 21,133
Net appreciation
(depreciation) in fair
value of investments (1,263,553) 9,693 - (1,273,246) -
--------- --------- --------- --------- -------
Net investment
income (loss) (1,066,021) 84,900 101,192 (1,273,246) 21,133
--------- --------- --------- --------- -------
Transfers - 58,602 16,421 (111,535) 36,512
Withdrawals (761,558) (233,973) (245,883) (44,596) (237,106)
--------- --------- --------- --------- -------
Net increase (decrease) in net
assets available for plan
benefits 161,201 387,784 293,425 (593,085) 73,077
Net assets available for plan
benefits at beginning of year 5,628,254 806,593 1,039,245 3,398,332 384,084
--------- --------- --------- --------- -------
Net assets available
for plan benefits
at end of year $ 5,789,455 1,194,377 1,332,670 2,805,247 457,161
--------- --------- --------- --------- -------
--------- --------- --------- --------- -------
</TABLE>
See accompanying notes to financial statements.
F-5
<PAGE>
HERITAGE MEDIA CORPORATION RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1993 and 1992
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) GENERAL
The Heritage Media Corporation Retirement Savings Plan ("the Plan") is
a defined contribution plan which is sponsored by Heritage Media
Corporation and its subsidiaries ("the Company" or "HMC") and is subject
to the provisions of the EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974
("ERISA").
During 1993, the Plan was amended and restated effective January 1, 1993
(see note 2).
(b) BASIS OF PRESENTATION
The accompanying financial statements have been prepared on the accrual
basis of accounting using current quoted market values for determining
the fair value of investments. Purchases and sales of securities are
recorded on a trade date basis.
The Fixed Income Fund is stated at contract value which approximates
cost and fair value. Contract value represents contributions made under
the contract plus interest at the contract rate.
The investment in participant loans is stated at the unpaid principal
balance of the loans, which approximates fair value.
Benefits are recorded when paid.
(2) PLAN ADMINISTRATION AND CONTRIBUTIONS
At December 31, 1993, the Trustee for the Plan was Shearson Barney Smith
Trust Company. The Trustee is responsible for maintaining appropriate
records for the Plan and may invest the assets of the Plan at the direction
of the Company.
Prior to the 1993 restatement, the Company, at its discretion, contributed
HMC stock to the Plan for eligible participants. For the year ended
December 31, 1992, the Company contributed HMC stock equivalent to 1.4% of
gross payroll. As a result of the restatement of the Plan, effective
January 1, 1993, the Company, at its discretion, was permitted to contribute
a matching amount of participants' eligible contributions, up to 6% of
compensation, in any combination of cash or HMC Class A common stock. For
the year ended December 31, 1993, the Company made matching cash
contributions equal to 50% of each participant's eligible contributions.
(Continued)
F-6
<PAGE>
HERITAGE MEDIA CORPORATION RETIREMENT SAVINGS PLAN
Notes to Financial Statements
(3) ELIGIBILITY AND BENEFITS
Employees commencing employment after January 1, 1990 whose employment is
expected to be not less than 1,000 hours of service in any consecutive 12-
month period become eligible for employer contributions on the first day of
the first payroll period in the calendar quarter coincident with or
immediately following the date six months after their employment date. Each
individual who becomes an employee on or after January 1, 1990 through
acquisition of such individual's employer and whose employment is expected
to be not less than 1,000 hours in any consecutive twelve-month period shall
become eligible to participate in the Plan on the first day of the first
payroll period commencing on or after the individual becomes an employee.
Once eligible, a participant may make voluntary contributions in any amount
not less than .5% and not more than 15% of their compensation subject to
deferral limitations imposed by the Internal Revenue Code ("the Code").
Participants immediately vest in contributions made from a participant's
compensation. Prior to the restatement of the Plan, participants vested in
the Company's contributions 20% per year after completing three years of
continuous service, or upon reaching the retirement age of 65. Effective
January 1, 1993, the participants vest in the Company's contributions 25%
per year after completing two years of continuous service, or upon reaching
the retirement age of 65, or upon their death or disability. Company
contributions for Plan years ending December 31, 1987 through 1992 which are
subsequently forfeited by terminated employees are first used to reduce Plan
administrative expenses, and any excess amounts are reallocated to the
Plan's remaining participants based on the ratio of a participant's pay to
gross payroll. Company matching contributions forfeited subsequent to
January 1, 1993 are first used to reduce Plan administrative expenses, and
any excess amounts are used to reduce any matching contributions of the
Company. Benefits are paid, at the discretion of the participant, in either
a lump-sum distribution or in monthly, quarterly or annual installments over
a fixed period of time when a participant reaches the retirement age of 65
or terminates service with the Company.
(4) INVESTMENT PROGRAMS
For the year ended December 31, 1992, all Company contributions made to the
Plan were invested in HMC Class A common stock. Effective January 1, 1993,
Company matching contributions to the Plan are invested in HMC Class A
common stock and investment funds in proportion to the participants'
contributions in connection with the matching provision of the Plan. Funds
from previous companies' plans and rollovers from qualified plans are
invested in the investment funds at the participants' direction. Provisions
of the Plan allow participant contributions in 25% increments to be invested
in any of the funds, including HMC Class A common stock.
(Continued)
F-7
<PAGE>
HERITAGE MEDIA CORPORATION RETIREMENT SAVINGS PLAN
Notes to Financial Statements
The investment programs of the Plan are as follows:
- EQUITY INCOME FUND - consists of such equity securities or other
investments as are reasonably expected to provide increasing income and
long-term appreciation of capital, including common stocks and securities
convertible into common stocks, or common trust funds or pooled funds
investing in such securities. Through July 12, 1993, this fund
included the Janus Fund. Subsequent to July 12, 1993, this fund included
the TRAK Large Capitalization Growth Investments Fund, the TRAK Large
Capitalization Value Equity Investments Fund and the TRAK Small
Capitalization Value Equity Investments Fund from July 13, 1993 through
December 31, 1993.
- FIXED INCOME FUND - In 1992, the Plan entered into a deposit contract
with Connecticut General Life Insurance Company ("CIGNA"). CIGNA
maintains the contributions in a pooled account. The account is credited
with actual earnings on the underlying investments, principally
investments in cash, notes, commercial paper, or bonds (including both
those issued by corporations and by the United States government) and
other securities and obligations of the United States government and
agencies thereof, savings accounts and mutual funds having investment
characteristics similar to any one or more of the foregoing, and charged
for plan withdrawals and administration expenses charged by CIGNA. The
contract is included in the financial statements at the December 31, 1993
and 1992 contract values as reported to the Plan by CIGNA.
- HMC CLASS A COMMON STOCK FUND - consists solely and exclusively of
qualifying Company securities. HMC Class A Common Stock is the only
Company security which presently qualifies as an investment of the Plan.
- MONEY MARKET FUND AND SHORT-TERM INVESTMENTS - consists of investments in
cash, notes, commercial paper, bonds, savings accounts, and other short-
term debt securities or mutual funds having investment characteristics
similar to any one or more of the foregoing. Through July 12, 1993,
these funds included the Fidelity Cash Reserves Fund and NationsBank
Short-term Investment Fund. Subsequent to July 12, 1993, this fund
included the TRAK Total Return Fund and the Shearson Barney Smith Reserve
Deposit Fund.
(Continued)
F-8
<PAGE>
HERITAGE MEDIA CORPORATION RETIREMENT SAVINGS PLAN
Notes to Financial Statements
A detail of Plan investments at December 31, 1993 follows:
<TABLE>
<CAPTION>
Number of Current
Description of investment shares/units Cost value
------------------------- ------------ ---- -----
<S> <C> <C> <C>
TRAK Large Capitalization Value Equity
Investments Fund $ 72,243 673,282 665,365
TRAK Large Capitalization Growth
Investments Fund 198,965 1,891,125 1,945,876
TRAK Small Capitalization Value Equity
Investments Fund 35,830 426,280 438,197
TRAK Total Return Fund 69,493 599,462 590,687
Shearson Barney Smith Reserve Deposit Fund 306,943 306,943 306,943
CIGNA Guaranteed Deposit Contract 1,653,805 1,653,805 1,653,805
Participant loans (interest rate of 7%) - 166,211 166,211
Heritage Media Corporation Class A Common
Stock 304,355 4,113,013 6,049,056
----------- ----------
$ 9,830,121 11,816,140
----------- ----------
----------- ----------
</TABLE>
(5) PARTICIPANT LOANS
Effective January 1, 1993, participants may borrow from their fund accounts
a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of
their vested balance at a market rate of interest. Loans must be repaid in
installments, at least quarterly, over a period not to exceed five years.
Each loan is secured by 50% of the participant's vested balance. All such
loans are considered a segregated investment by the Plan. Principal and
interest payments made by a participant on a participant loan are held in an
interest bearing segregated account on behalf of the participant until such
time as the Trustee deems it appropriate to add the amount paid to the
participant's account. Such payments are added to the participant's account
using the participant's current investment elections.
(6) PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contribution
and an allocation of the Company's contribution and Plan earnings.
Allocations are based on participant earnings or account balances. The
benefit to which a participant is entitled is the benefit that can be
provided from the participant's vested account.
(Continued)
F-9
<PAGE>
HERITAGE MEDIA CORPORATION RETIREMENT SAVINGS PLAN
Notes to Financial Statements
The Company may make contributions to the Plan as determined by its Board of
Directors and may set the maximum permissible amount to be allocated to each
participant's account based on annual salary. No participant contributions
will be allocated to individual participant accounts unless such
participants have completed a minimum of 1,000 hours of service during the
Plan year, nor will amounts be allocated to participants who are not
employed on the last day of the Plan year. Exceptions to this provision
include death, disability and attainment of normal retirement age.
(7) INCOME TAXES
The Internal Revenue Service has determined and informed the Company by a
letter dated June 30, 1994 that the Plan and related trust are designed in
accordance with applicable sections of the Code. Therefore, no provision
for income taxes has been included in the Plan's financial statements.
(8) PLAN TERMINATION
Although it has not expressed any intention to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of
termination, participants will become 100% vested in their accounts.
F-10
<PAGE>
SCHEDULE I
HERITAGE MEDIA CORPORATION RETIREMENT SAVINGS PLAN
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1993
<TABLE>
<CAPTION>
Number of Current
Description of investment shares/units Cost value
------------------------- ------------ ---- -----
<S> <C> <C> <C>
TRAK Large Capitalization Value Equity
Investments Fund $ 72,243 673,282 665,365
TRAK Large Capitalization Growth Investments
Fund 198,965 1,891,125 1,945,876
TRAK Small Capitalization Value Equity
Investments Fund 35,830 426,280 438,197
TRAK Total Return Fund 69,493 599,462 590,687
Shearson Barney Smith Reserve Deposit Fund 306,943 306,943 306,943
CIGNA Guaranteed Deposit Contract 1,653,805 1,653,805 1,653,805
Participant loans (interest rate of 7%) - 166,211 166,211
Heritage Media Corporation Class A Common
Stock 304,355 4,113,013 6,049,056
----------- ----------
$ 9,830,121 11,816,140
----------- ----------
----------- ----------
</TABLE>
See accompanying independent auditors' report.
F-11
<PAGE>
Schedule II
-----------
HERITAGE MEDIA CORPORATION RETIREMENT SAVINGS PLAN
Item 27d - Schedule of Reportable Transactions
Year ended December 31, 1993
<TABLE>
<CAPTION>
Number Purchase
Identity of party involved Description of transaction of shares price
-------------------------- -------------------------- --------- -----
<S> <C> <C> <C>
CIGNA Guaranteed Deposit Fixed Income Fund share purchases
Contract (aggregate of 22 purchases) 603,542 $ 603,542
------- ------------
------- ------------
CIGNA Guaranteed Deposit Fixed Income Fund share sales
Contract (aggregate of 17 sales) 376,420 $ -
------- ------------
------- ------------
Heritage Media Corporation Purchases of Heritage Media
Corporation Class A common
stock (aggregate of 13 purchases) 17,161 $ 204,303
------- ------------
------- ------------
Heritage Media Corporation Heritage Media Corporation
Class A common stock sales
(aggregate of 17 sales) 2,140 $ -
------- ------------
------- ------------
TRAK Total Return Fund Money Market Fund purchases
(aggregate of 11 purchases) 75,707 $ 653,017
------- ------------
------- ------------
TRAK Total Return Fund Money Market Fund sales (aggregate
of 28 sales) 6,215 $ -
------- ------------
------- ------------
TRAK Large Capitalization Equity Income Fund share purchases
Growth Investments Fund (aggregate of 8 purchases) 237,543 $ 2,255,058
------- ------------
------- ------------
TRAK Large Capitalization Equity Income Fund share sales (aggregate
Growth Investments Fund of 27 sales) 38,578 $ -
------- ------------
------- ------------
TRAK Large Capitalization Equity Income Fund share purchases
Value Equity Investments (aggregate of 6 purchases)
Fund 74,148 $ 691,042
------- ------------
------- ------------
TRAK Small Capitalization Equity Income Fund share purchases
Growth Investments Fund (aggregate of 5 purchases) 36,757 $ 437,303
------- ------------
------- ------------
Fidelity Cash Reserves Fund Money Market Fund purchases
(aggregate of 7 purchases) - $ 426,151
------- ------------
------- ------------
Fidelity Cash Reserves Fund Money Market Fund sales
(aggregate of 3 sales) - $ -
------- ------------
------- ------------
Janus Fund Equity Income Fund share purchases
(aggregate of 10 purchases) 20,782 $ 399,992
------- ------------
------- ------------
Janus Fund Equity Income Fund share sales
(aggregate of 3 sales) 87,162 $ -
------- ------------
------- ------------
<CAPTION>
Expenses Fair value of
incurred asset at date Net
Selling Lease with Cost of acquisition gain
Identity of party involved price rental transactions of assets or disposition (loss)
--------------------------- ----- ------ ------------ --------- --------------
<S> <C> <C> <C> <C> <C> <C>
CIGNA Guaranteed Deposit
Contract - - - 603,542 603,542 -
--------- ------- ------- --------- --------- ------
--------- ------- ------- --------- --------- ------
CIGNA Guaranteed Deposit
Contract 376,420 - - 376,420 376,420 -
--------- ------- ------- --------- --------- ------
--------- ------- ------- --------- --------- ------
Heritage Media Corporation
- - - 204,303 204,303 -
--------- ------- ------- --------- --------- ------
--------- ------- ------- --------- --------- ------
Heritage Media Corporation
382,195 - - 370,956 382,195 11,239
--------- ------- ------- --------- --------- ------
--------- ------- ------- --------- --------- ------
TRAK Total Return Fund
- - - 653,017 653,017 -
--------- ------- ------- --------- --------- ------
--------- ------- ------- --------- --------- ------
TRAK Total Return Fund
53,762 - - 53,555 53,762 207
--------- ------- ------- --------- --------- ------
--------- ------- ------- --------- --------- ------
TRAK Large Capitalization
Growth Investments Fund - - - 2,255,058 2,255,058 -
--------- ------- ------- --------- --------- ------
--------- ------- ------- --------- --------- ------
TRAK Large Capitalization
Growth Investments Fund 372,375 - - 363,933 372,375 8,442
--------- ------- ------- --------- --------- ------
--------- ------- ------- --------- --------- ------
TRAK Large Capitalization
Value Equity Investments
Fund - - - 691,042 691,042 -
--------- ------- ------- --------- --------- ------
--------- ------- ------- --------- --------- ------
TRAK Small Capitalization
Growth Investments Fund - - - 437,303 437,303 -
--------- ------- ------- --------- --------- ------
--------- ------- ------- --------- --------- ------
Fidelity Cash Reserves Fund - - - 426,151 426,151 -
--------- ------- ------- --------- --------- ------
--------- ------- ------- --------- --------- ------
Fidelity Cash Reserves Fund 471,743 - - 471,743 471,743 -
--------- ------- ------- --------- --------- ------
--------- ------- ------- --------- --------- ------
Janus Fund - - - 399,992 399,992 -
--------- ------- ------- --------- --------- ------
--------- ------- ------- --------- --------- ------
Janus Fund 1,683,881 - - 1,639,978 1,683,881 43,903
--------- ------- ------- --------- --------- ------
--------- ------- ------- --------- --------- ------
</TABLE>
See accompanying independent auditors' report.
F-12
<PAGE>
[KPMG Peat Marwick Logo]
INDEPENDENT AUDITORS' CONSENT
The Trustees
Heritage Media Corporation
Retirement Savings Plan:
We consent to the incorporation by reference in the Registration Statement (No.
33-32200) on Form S-8 of Heritage Media Corporation of our report dated July 19,
1994 relating to the statements of net assets available for plan benefits of the
Heritage Media Corporation Retirement Savings Plan as of December 31, 1993 and
1992, and the related statements of changes in net assets available for plan
benefits for the years then ended and related supplemental schedules as of and
for the year ended December 31, 1993, which report appears in the December 31,
1993 annual report on Form 11-K of the Heritage Media Corporation Retirement
Savings Plan filed by Heritage Media Corporation.
KPMG Peat Marwick
Dallas, Texas
August 10, 1994
F-13
