HERITAGE MEDIA CORP
S-8, 1995-01-12
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<PAGE>

    As Filed With The Securities And Exchange Commission on January 12, 1995

                                                     Registration No. 33-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                    -----------------------------------------

                           HERITAGE MEDIA CORPORATION

               (Exact name of issuer as specified in its charter)

               Iowa                                         42-1299303
     (State of incorporation)               (I.R.S. employer identification no.)

        One Galleria Tower
   13355 Noel Road, Suite 1500                                 75240
          Dallas, Texas                                      (Zip code)
(Address of principal executive office)

                    -----------------------------------------

                 ACTMEDIA STOCK APPRECIATION RIGHTS PLAN OF 1990

                            (Full title of the plan)


               Wayne Kern                              Susan Henderson
         Senior Vice President                    Crouch & Hallett, L.L.P.
      Heritage Media Corporation                    717 N. Harwood Street
          One Galleria Tower                             Suite 1400
      13355 Noel Road, Suite 1500                    Dallas, Texas 75201
          Dallas, Texas  75240                           (214)953-0053
            (214) 702-7380


         (Names, addresses and telephone numbers, including area codes,
                             of agents for service)

                    -----------------------------------------

APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES PURSUANT TO THE PLAN:  Sales
of securities proposed to be registered hereunder will occur from time to time
after the effective date of this Registration Statement.

                    ----------------------------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

                                        Proposed Maximum    Proposed Maximum
Title of Securities      Amount to be       Offering             Aggregate          Amount of
 to be Registered         Registered     Price Per Share       Offering Price   Registration Fee*
- -------------------      ------------   ----------------    -----------------   ----------------

<S>                      <C>            <C>                 <C>                 <C>
Class A Common Stock,
$0.01 par value           105,901 Shs.    $26.13             $2,767,194          $954.21
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
* Estimated solely for purposes of calculating the registration fee, which has been computed in accordance with Rule 457(h).
</TABLE>

<PAGE>

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The documents listed (i) through (iii) below are hereby incorporated by
reference into this Registration Statement.  All documents subsequently filed by
the registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 (the "1934 Act") prior to filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.

     (i)  The registrant's latest annual report filed pursuant to Section 13 or
15(d) of the 1934 Act or the latest prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933 (the "1933 Act"), which contains, either
directly or by incorporation by reference, certified financial statements for
the registrant's latest fiscal year for which such statements have been filed.

     (ii)  All other reports filed pursuant to Section 13(a) and 15(d) of the
1934 Act since the end of the fiscal year covered by the annual reports or the
prospectus referred to in (i) above.

     (iii)  The description of the registrant's Common Stock which is contained
in a registration statement on Form 8-A filed under the 1934 Act, including any
amendment or report filed for the purpose of updating such description.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.


     Sections 851 and 856 of the Iowa Business Corporation Act provide that a
corporation has the power to indemnify its directors and officers against
liabilities and expenses incurred by reason of such person serving in the
capacity of director or officer, if such person has acted in good faith and in a
manner reasonably believed by the individual to be in or not opposed to the best
interests of the corporation, and in any criminal proceeding if such person had
no reasonable cause to believe the individual's conduct was unlawful.  The
foregoing indemnity provisions notwithstanding, in the case of actions brought
by or in the right of the corporation,

                                       -1-

<PAGE>

no indemnification shall be made to such director or officer with respect to any
matter as to which such individual has been adjudged to be liable to the
corporation unless, and only to the extent that, the adjudicating court
determines that indemnification is proper under the circumstances.

     Article XIII, Section 1 of the registrant's Amended and Restated Articles
of Incorporation and Article III, Section 13, Subsection 1 of the registrant's
By-laws provide that no director shall be liable to the registrant or its
shareholders for monetary damages for breach of fiduciary duty as a director,
provided that the liability of a director is not eliminated or limited (i) for
any breach of the director's duty of loyalty to the registrant or its
shareholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of law, (iii) for any transaction
from which such director derived an improper personal benefit, and (iv) under
Section 833 of the Iowa Business Corporation Act.

     Article XIII, Section 2 of the registrant's Amended and Restated Articles
of Incorporation and Article III, Section 13, Subsection 1 of the registrant's
By-laws provide, in general, that the registrant shall indemnify its directors
and officers under the circumstances defined in Sections 851 and 856 of the Iowa
Business Corporation Act.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

      4(a)     Actmedia Stock Appreciation Rights Plan of 1990 (filed herewith).
      5        Opinion of Crouch & Hallett, L.L.P. (filed herewith).
     23(a)     Consent of KPMG Peat Marwick LLP (filed herewith)
     23(b)     Consent of Crouch & Hallett, L.L.P. (included as part of
               Exhibit 5).

ITEM 9.  UNDERTAKINGS.

     (1)  The undersigned registrant hereby undertakes:


          (a)  To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement to include
     any material information with respect to the plan of distribution not
     previously disclosed in the registration statement or any material change
     to such information in the registration statement; and

                                       -2-

<PAGE>

          (b)  That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at the time shall be deemed to
     be the initial bona fide offering thereof; and

          (c)  To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.

     (2)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (3)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the certificate of incorporation or bylaws
of the registrant or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                       -3-

<PAGE>

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas and the State of Texas, on the 12th day of
January, 1995.


                                        HERITAGE MEDIA CORPORATION


                                        By /s/ Douglas N. Woodrum
                                           ----------------------------------
                                           Douglas N. Woodrum, Vice President
                                            and Treasurer

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities indicated on January 12, 1995.

Signature                                    Title
- ---------                                    -----



/s/ James M. Hoak, Jr.
- ------------------------------               Chairman of the Board
James M. Hoak, Jr.                           and Director


/s/ David N. Walthall
- ------------------------------               President and Director
David N. Walthall                            (Principal Executive Officer)


/s/ Douglas N. Woodrum
- ------------------------------               Vice President and Treasurer
Douglas N. Woodrum                           (Principal Financial Officer)


/s/ James P. Lehr
- ------------------------------               Vice President and Controller
James P. Lehr                                (Principal Accounting Officer)



- ------------------------------               Director
James S. Cownie



                                      II-1


<PAGE>

/s/ Joseph M. Grant
- ------------------------------               Director
Joseph M. Grant



- ------------------------------               Director
Clark A. Johnson


/s/ Alan R. Kahn
- ------------------------------               Director
Alan R. Kahn


                                      II-2

<PAGE>

                                INDEX TO EXHIBITS

Exhibits                                                              Page
- --------                                                              -----


  4(a)    Actmedia Stock Appreciation Rights Plan of 1990
           (filed herewith).

  5       Opinion of Crouch & Hallett, L.L.P. (filed herewith).

 23(a)    Consent of KPMG Peat Marwick LLP (filed herewith).

 23(b)    Consent of Crouch & Hallett, L.L.P. (included as part of
           Exhibit 5).



<PAGE>

                                Exhibit 4(a)

                 ACTMEDIA STOCK APPRECIATION RIGHTS PLAN OF 1990

ARTICLE I.  GENERAL PROVISIONS

   SECTION 1.   PURPOSES.   The ACTMEDIA STOCK APPRECIATION RIGHTS PLAN OF 1990
("Plan") is designed to attract and retain for the Company personnel of
exceptional ability; to motivate such personnel through added incentives to make
a maximum contribution to greater profitability; to develop and maintain a
highly competent management team; and to be competitive with other in-store
advertising or other media companies in the executive compensation area.

   SECTION 2.   DEFINITIONS.   Except where the context otherwise indicates, the
following definitions apply:

     "Base Value" means the value per Unit on the date of the grant of a SAR
     with respect to a Unit, as such value is determined by the Committee
     pursuant to Article II, Section 3(d).  As on January 1, 1990, the Base
     Value per Unit is $9.70.

     "Board" means Board of Directors of Heritage Media Corporation.

     "Committee" means a Committee of Jim Hoak, David Walthall and Jeff Curtiss
     or any successor committee, such committee consisting of three or more
     members of the Board as may be appointed by the Board to administer this
     Plan, or such other body (whether or not consisting of members of the
     Board) to whom the committee or other Board committee may delegate its
     powers (or a part thereof) to administer this Plan.

     "Company" means Actmedia, Inc.

     "Eligible Participant" means any officer or other salaried employee of the
     Company.

     "SAR" shall mean a right granted pursuant to this Plan to receive the
     difference between the Base Value and Surrender Value of a Unit.

     "Participant" means an Eligible Participant to whom an SAR has been
     granted.

     "Phantom Unit" or "Unit" means a unit of value reflecting the fair market
     value of the aggregate common share equity


<PAGE>

     in the Company created solely for purposes of calculating payments to be
     made to Participants under this Plan.  Phantom Units or Units are not
     securities and neither the grant nor vesting of an SAR with respect to such
     Phantom Units or Units will entitle a Participant to any rights except the
     right to receive appreciation in the value of such Phantom Units, if any,
     and to the extent as provided in this Plan.

     "Published" means that the notification to Participants required by Article
     II, Section 3(c).

     "Surrender Value" means the value per Unit as of December 31, 1994 with
     respect to such Unit, as such Value is determined by the Committee pursuant
     to Article II, Section 3(d).

     "Termination of Employment" means the discontinuance of employment of a
     Participant for any reason.

SECTION 3.   ADMINISTRATION.

   (a) This Plan shall be administered by the Committee, which shall have the
       right to interpret this Plan and to select the persons who are to receive
       SARs under this Plan, including, without limitation, the determination of
       the number of Units to be subject to and the form, terms, conditions and
       duration of each SAR.  All acts and decisions of the Committee with
       respect to any questions arising in connection with the administration
       and interpretation of this Plan, including the severability of any and
       all of the provisions hereof, shall be conclusive, final and binding upon
       all Participants.

   (b) The Committee may adopt and amend, from time to time, rules and
       regulations of general application for the administration of this Plan,
       including terms and conditions related to the grant and vesting of SARs.

   (c) Without limiting the foregoing (and notwithstanding any other provisions
       of this Plan), the Committee is authorized to take such action as it
       determines to be necessary or advisable, and fair and equitable to
       participants, with respect to SARs or Units, in the event of:  a cash
       dividend paid by the Company, a merger of the Company with, consolidation
       of the Company into, or the acquisition of the Company by, another
       corporation; a sale or transfer of all or any significant part of the
       assets of the Company to another corporation or any other person or
       entity; a recapitalization of the Company, issuance or

                                       -2-

<PAGE>
       sale of stock of the Company; or other reorganization in which the
       Company will not survive as a separate corporation.  Such action may
       include (but shall not be limited to) revising the number of Phantom
       Units subject to the Plan and/or outstanding SARs, revising valuations,
       including Base Value, or establishing, amending or waiving the forms,
       terms, conditions and duration of SARs or Units so as to provide for
       earlier, later, extended or additional times for unit valuations, SAR
       vesting or payment, differing methods for calculating payments, alternate
       forms and amounts of payment, or other modifications.  The Committee may
       take such actions pursuant to this Section 3 by adopting rules and
       regulations of general applicability to all Participants or to certain
       categories of Participants, by including, amending or waiving terms and
       conditions in SAR grants, or by taking action with respect to individual
       Participants.  The Committee may take such actions as part of the grants
       or before or after the public announcement of any such dividend, merger,
       consolidation, recapitalization, acquisition, sale or transfer of assets,
       issuance or sale of shares or other reorganization.

ARTICLE II.   PLAN

   SECTION 1.   PHANTOM UNITS.

   (a) Solely for purposes of valuations under this Plan, there shall be deemed
       to be a total of 10,000,000 Phantom Units outstanding at all times
       (subject to any contrary determination pursuant to Article I, Section 3
       (c)), whether or not SARs for the full amount thereof have been issued
       hereunder.

   (b) The total number of Units for which SARs may be granted under this Plan
       shall not exceed 200,000 Units; provided that, Units as to which SARs
       have lapsed unvested shall not be counted against such total number.

SECTION 2.   TERMS OF SARS.

   (a) Each SAR shall be granted subject to such terms and conditions, if any,
       not inconsistent with this Plan, as shall be determined by the Committee,
       including any provisions as to continued employment as consideration for
       the grant or vesting of such SAR and any provisions which may be
       advisable to comply with applicable laws, regulations or rulings of any
       governmental authority.  Unless otherwise provided at the time of any SAR
       grant and except as otherwise specifically provided in this Plan,

                                       -3-


<PAGE>

       SAR shall only become vested in a Participant as follows:

                                         Percentage of Total SARs
        SAR Vesting Date                     Per Grant Vested
        ----------------                 ------------------------

   1.  On and after twenty-four (24)                 25%
       months from the SAR grant
       date
   2.  On and after thirty-six (36)                  50%
       months from the SAR grant
       date
   3.  On and after forty-eight (48)                 75%
       months from the SAR grant
       date
   4.  On December 31, 1994                         100%


Provided that continuous employment of the Participant by the Company has been
maintained during the applicable vesting period.

   (b) An SAR shall not be transferable by the Participant otherwise than by
       will or by the laws of descent and distribution and shall be vested
       during the lifetime of the Participant only by him or her or by his or
       her guardian or legal representative.

   (c) In the event of Termination of Employment due to death or total and
       permanent disability (as determined by the Committee), all SARs granted
       more than thirty-six (36) months prior to such event shall,
       notwithstanding Article II, Section 2, become immediately vested.


SECTION 3.   CONDITIONS OF SARS.   The initial grant of SARS under this Plan
shall be made on January 1, 1990 and additional SARs may be granted to Eligible
Participants at such time or times determined by the Committee, subject to the
following terms and conditions (except as may be varied by the Committee
pursuant to Article II, Section 2):

   (a) The Surrender Value of Units subject to SARs shall be determined by the
       Committee as soon as reasonably feasible after the fifth (5th)
       anniversary date of the initial SAR grant and such other dates as the
       Committee determines appropriate.  The Committee may, in its sole
       discretion, calculate and publish non-binding estimated interim
       valuations and supply such estimates to Participants.

                                       -4-

<PAGE>

   (b) The applicable Base Value shall be shown on the certificates or other
       documents issued at the time of the grant of each SARs, and notice of the
       Surrender Value shall be delivered to Participants promptly following
       determination by the Committee (but in no event later than fifteen (15)
       days following such determination), addressed to each Participant's last
       known residence as shown on the records of the Company.

   (c) Base Values and Surrender Values shall be determined based on the
       Committee's valuation of the common share equity in the Company, which in
       turn shall be based on such factors and methods as the Committee shall
       deem appropriate provided that the Committee acts in good faith to
       implement the intent of this Plan.  Such factors and methods may, but
       need not, include use of appraisers, investment banker analyses or other
       independent sources, and may result in valuations different from those
       which would be obtained using book value, investment banker analyses,
       appraised value or other methods commonly used to value advertising
       and/or media companies.  The decision of the Committee as to such
       valuations of the Company shall be final and binding on all Participants
       and the Company.  The Committee need not make known its methods of
       valuation, nor need the Committee be consistent from valuation to
       valuation in the methods used.  Each valuation of the common share equity
       value of the Company shall be divided by 10,000,000 to yield the per Unit
       Base Value or Surrender Value, as applicable, except to the extent
       adjusted pursuant to Article I, Section 3(c) hereof.  Such valuations by
       the Committee shall take into account any income or other tax benefits or
       obligations which would be or would have been incurred by the Company if
       it were not consolidated with Heritage Media Corporation for tax
       purposes, but such valuation by the Committee shall not consider as an
       obligation of the Company any amounts potentially owed under this Plan.

   (d) After the Surrender Value is determined, the Participant shall be
       entitled to receive the amount, if any, by which the Surrender Value
       exceeds the Base Value of the Units subject to such Participant's vested
       SARs, less all applicable withholding taxes.  Such amount shall be paid,
       at the Company's option, in cash or shares of Heritage Media Corporation
       Class "A" common stock provided that if the Company pays in stock, it
       shall undertake to use stock which is registered so the stock may be sold
       by the recipient thereof.  If stock is so used, it shall be valued at a
       price equivalent to the closing price as reported on the American Stock
       Exchange on the last business day of 1994.

                                       -5-

<PAGE>

   (f) Each SAR grant may include any other terms and conditions not
       inconsistent with this Plan, as determined by the Committee.


ARTICLE III.   GENERAL PROVISIONS

   SECTION 1.   TRANSFER.  No SAR shall be transferable except as provided for
herein in the case of death.  If any Participant makes such a transfer in
violation hereof, any obligation of the Company with respect to such SAR shall
forthwith terminate.


   SECTION 2.   CONTINUED EMPLOYMENT.  Nothing in this Plan or any booklet or
other document describing or referring to this Plan shall be deemed to confer on
any employee or Participant the right to continue in the employ of the Company
or his or her employer or affect the right of the Company or his or her employer
to terminate the employment of any such person with or without cause.


   SECTION 3.   SEGREGATED FUND.  Nothing contained herein shall require the
Company, Heritage Media Corporation or any affiliated company, to segregate any
monies from its general funds, or to create any trusts, or to make any special
deposits for any immediate or deferred amounts payable to any Participant.  Each
Participant is (to the extent vested SAR value is created) a general unsecured
creditor of the Company.


   SECTION 4.   GOVERNING LAW.  This Plan and all actions taken hereunder shall
be governed by the laws of the State of Iowa.


   SECTION 5.   WITHHOLDING.  The Company may make such provisions and take such
steps as it may deem necessary or appropriate for the withholding of any taxes
which the Company is required by any law or regulation of any governmental
authority, whether federal, state or local, domestic or foreign, to withhold in
connection with the grant, vesting or payment of any SAR.


ARTICLE IV.   AMENDMENTS

The Company may from time to time amend this Plan, or discontinue this Plan or
any provision thereof, provided that no amendment to this Plan shall, without
the written consent of the Participant, adversely affect any SAR theretofore
vested under this Plan.

                                       -6-

<PAGE>

ARTICLE V.   MISCELLANEOUS

SECTION 1.   EFFECTIVE DATE.  The effective date of this Plan shall be January
1, 1990.


SECTION 2.   OTHER PLANS.  This Plan is not intended to and shall not preclude
the establishment or operation by the Company of any thrift, savings and
investment, achievement award, stock purchase, employee recognition or other
benefit plan or arrangement for any employees and any such other plan may be
authorized and payments made thereunder independently of this Plan.

                                       -7-

<PAGE>
                                                                Exhibit 5


                          [Crouch & Hallett Letterhead]

WRITER'S DIRECT DIAL NUMBER
(214) 953-0053


                                             January 12, 1995


Heritage Media Corporation
13355 Noel Road, Suite 1500
Dallas, Texas 75240

Gentlemen:

     We have served as counsel for Heritage Media Corporation, an Iowa
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement") filed under the Securities Act of 1933,
as amended, covering the issuance of 105,901 shares (the "Shares") of Class A
Common Stock, $0.01 par value, of the Company to be issued in connection with
the Actmedia Stock Appreciation Rights Plan of 1990.

     We have examined such documents and questions of law as we have deemed
necessary to render the opinion expressed herein.  Based upon the foregoing, we
are of the opinion that the Shares, when issued and delivered, will be duly and
validly issued and outstanding, fully paid and non-assessable.

     We consent to the use of this opinion as Exhibit 5 to the Registration
Statement.

                                   Very truly yours,

                                   Crouch & Hallett, L.L.P.


<PAGE>

[Peat Marwick Logo]
                                                                  Exhibit 23(a)



                          INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Heritage Media Corporation:

We consent to incorporation by reference herein of our report dated
February 25, 1994, relating to the consolidated balance sheets of Heritage Media
Corporation and subsidiaries as of December 31, 1993 and 1992, and the related
consolidated statements of operations, stockholders' equity and cash flows for
each of the years in the three-year period ended December 31, 1993, and the
financial statement schedules, which report appears in the December 31, 1993
annual report on Form 10-K of Heritage Media Corporation.



                                             /s/ KPMG Peat Marwick LLP
                                             KPMG Peat Marwick LLP

Dallas, Texas
January 11, 1995



[Peat Marwick Logo]


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