<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K/A
/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, 1994 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 executive offices) identification number)
<PAGE>
INDEX
PAGES
-----
Form 11-K cover page for the Heritage Media Corporation
Retirement Savings Plan..............................................Cover
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 sub-
mitted herewith together with the independent auditor's report thereon:
Independent Auditor's Report......................................... F-1
Statement of Net Assets Available for Plan Benefits at December 31,
1994, and 1993....................................................... F-2
Statements of Changes in Net Assets Available for Plan Benefits for the
years ended December 31, 1994 and December 31, 1993.................. F-3 to
F-4
Notes to Financial Statements........................................ F-5 to
F-10
Supplementary Schedules:
Schedule of assets held for investment purposes...................... F-11
Schedule of reportable transactions.................................. F-12
All other schedules are omitted 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: June 28, 1995 By:
________________________________
James P. Lehr
Vice President of Administration
3
<PAGE>
HERITAGE MEDIA CORPORATION
RETIREMENT SAVINGS PLAN
Financial Statements and Supplementary Information
December 31, 1994 and 1993
(With Independent Auditors' Report Thereon)
<PAGE>
INDEPENDENT AUDITORS' REPORT
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, 1994 and 1993, 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, 1994 and 1993,
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, 1994 was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and reportable transactions are presented for
the purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure
under the EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974. The fund
information in the statement of changes in net assets available for plan
benefits is presented for purposes of additional analysis rather than to
present the changes in net assets available for plan benefits of each fund.
The supplemental schedules and fund information 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, 1994 and, in our opinion, are fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
Dallas, Texas
May 11, 1995
F-1
<PAGE>
HERITAGE MEDIA CORPORATION RETIREMENT SAVINGS PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 1994 and 1993
<TABLE>
<CAPTION>
1994 1993
---- ----
<S> <C> <C>
Investments:
At fair value:
Large Capitalization Value Equity Investment Fund $ 1,192,259 665,365
Large Capitalization Growth Equity Investment Fund 2,186,696 1,945,876
Small Capitalization Growth Equity Investment Fund 1,158,833 438,197
Total Return Fund 721,487 897,630
HMC Class A common stock 8,341,489 6,049,056
Participant loans 255,548 166,211
At contract value:
Investment contract with insurance company 2,770,538 1,653,805
----------- ----------
Total investments 16,626,850 11,816,140
Contributions receivable from employer 146,516 117,910
Interest and dividends receivable 39,406 24,715
----------- ----------
Total assets 16,812,772 11,958,765
Excess employer contributions (154,233) --
Refunds payable (88,295) (88,704)
Miscellaneous payables -- (18,355)
----------- ----------
Net assets available for plan benefits $16,570,244 11,851,706
=========== ==========
</TABLE>
See accompanying notes to financial statements.
F-2
<PAGE>
HERITAGE MEDIA CORPORATION RETIREMENT SAVINGS PLAN
Statements of Changes in Net Assets
Available for Plan Benefits
Years ended December 31, 1994 and 1993
<TABLE>
<CAPTION>
Large Large Small
Capitali- Capitali- Capitali-
zation zation zation
Value Growth Growth HMC
Equity Equity Equity Investment Class A Total
Investment Investment Investment Contract Common Return Participant
Total Fund Fund Fund Fund Stock Fund Loans
----- ---- ---- ---- ---- ----- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Year ended December 31, 1994:
Contributions (note 2):
Employees $ 2,604,159 425,993 538,800 343,844 571,603 544,512 179,407 -
Employer 783,747 151,539 127,195 119,671 163,350 165,504 56,488 -
----------- --------- --------- --------- --------- --------- -------- -------
3,387,906 577,532 665,995 463,515 734,953 710,016 235,895 -
----------- --------- --------- --------- --------- --------- -------- -------
Investment income:
Interest and dividends 233,335 13,991 16,534 11,871 143,405 - 34,638 12,896
Net appreciation
(depreciation) in fair
value of investments 2,100,717 9,989 13,150 9,440 - 2,144,425 (76,287) -
----------- --------- --------- --------- --------- --------- -------- -------
Net investment
income 2,334,052 23,980 29,684 21,311 143,405 2,144,425 (41,649) 12,896
----------- --------- --------- --------- --------- --------- -------- -------
Transfers - (224,301) (115,274) 323,953 478,490 (230,614) (320,087) 87,833
Withdrawals (1,003,420) (92,635) (205,075) (37,890) (217,528) (346,621) (92,279) (11,392)
----------- --------- --------- --------- --------- --------- -------- -------
Net increase in net assets
available for plan benefits 4,718,538 284,576 375,330 770,889 1,139,320 2,277,206 (218,120) 89,337
Net assets available for
plan benefits at beginning
of year 11,851,706 781,198 1,912,059 402,364 1,631,521 6,060,496 897,857 166,211
----------- --------- --------- --------- --------- --------- ------- -------
Net assets available
for plan benefits
at end of year $16,570,244 1,065,774 2,287,389 1,173,253 2,770,841 8,337,702 679,737 255,548
=========== ========= ========= ========= ========= ========= ======== =======
(Continued)
</TABLE>
F-3
<PAGE>
HERITAGE MEDIA CORPORATION RETIREMENT SAVINGS PLAN
Statements of Changes in Net Assets
Available for Plan Benefits, Continued
<TABLE>
<CAPTION>
Large Large Small
Capitali- Capitali- Capitali-
zation zation zation
Value Growth Growth HMC
Equity Equity Equity Investment Class A Total
Investment Investment Investment Contract Common Return Participant
Total Fund Fund Fund Fund Stock Fund Loans
----- ---- ---- ---- ---- ----- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Year ended December 31, 1993:
Contributions (note 2):
Employees $ 2,230,446 214,957 696,035 137,347 597,799 406,448 177,860 -
Employer 875,250 86,695 247,713 54,141 207,892 214,432 64,377 -
----------- --------- --------- --------- --------- --------- -------- -------
3,105,696 301,652 943,748 191,488 805,691 620,880 242,237 -
----------- --------- --------- --------- --------- --------- -------- -------
Investment income:
Interest and dividends 154,624 2,405 7,443 1,603 119,130 - 19,244 4,799
Net appreciation
(depreciation) in fair
value of investments 3,529,942 22,157 107,219 42,846 - 3,359,108 (1,388) -
----------- --------- --------- --------- --------- --------- -------- -------
Net investment
income 3,684,566 24,562 114,662 44,449 119,130 3,359,108 17,856 4,799
----------- --------- --------- --------- --------- --------- -------- -------
Transfers - 638,761 (330,958) 174,120 (437,360) (656,719) 443,527 168,629
Withdrawals (728,011) (183,777) (9,770) (7,693) (188,610) (68,020) (262,924) (7,217)
----------- --------- --------- --------- --------- --------- -------- -------
Net increase in net assets
available for plan benefits 6,062,251 781,198 717,682 402,364 298,851 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 $11,851,706 781,198 1,912,059 402,364 1,631,521 6,060,496 897,857 166,211
=========== ========= ========= ========= ========= ========= ======== =======
</TABLE>
See accompanying notes to financial statements.
F-4
<PAGE>
HERITAGE MEDIA CORPORATION RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1994 and 1993
(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).
Notes 2 through 6 provide general information regarding the Plan.
Participants should refer to the Plan agreement for a more complete
description of the Plan's provisions.
(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 Investment Contract 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, 1994, the Trustee for the Plan was Shearson Barney 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.
During 1993, the Plan was amended and restated, effective January 1,
1993. As a result, 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 years ended December 31, 1994 and 1993, the
Company made matching cash contributions equal to 50% of each
participant's eligible contributions.
(Continued)
F-5
<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
Effective January 1, 1993, the Company's 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.
The investment programs of the Plan are as follows:
- - STOCK MUTUAL FUNDS - represents mutual funds which consist 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, the Janus Fund represented the only investment
option in this category. Subsequent to July 12, 1993, investment
options in this category include the Large Capitalization Growth Equity
Investments Fund, the Large Capitalization Value Equity Investments
Fund and the Small Capitalization Value Equity Investments Fund.
(Continued)
F-6
<PAGE>
HERITAGE MEDIA CORPORATION RETIREMENT SAVINGS PLAN
Notes to Financial Statements
- - INVESTMENT CONTRACT 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 is
charged for plan withdrawals and administration expenses charged by
CIGNA. The contract is included in the financial statements at the
contract values as reported to the Plan by CIGNA.
- - HMC CLASS A COMMON STOCK FUND - consists solely and exclusively of HMC
Class A Common Stock.
- - TOTAL RETURN FUND - 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 Total Return Fund
and the Smith Barney Reserve Deposit Fund.
A detail of Plan investments at December 31, 1994 and 1993 follows:
<TABLE>
<CAPTION>
1994 1993
---------------------- ------------------------
FAIR/ FAIR/
NUMBER OF CONTRACT NUMBER OF CONTRACT
DESCRIPTION OF INVESTMENT SHARES/UNITS VALUE SHARES/UNITS VALUE
- ------------------------- ------------ -------- ------------ --------
<S> <C> <C> <C> <C>
Large Capitalization Value
Equity Investments Fund 140,597 $1,192,259 72,243 $ 665,365
Large Capitalization Growth
Equity Investments Fund 224,738 2,186,696 198,965 1,945,876
Small Capitalization Growth
Equity Investments Fund 84,217 1,158,833 35,830 438,197
Total Return Fund 85,084 649,190 69,493 590,687
Smith Barney Reserve Deposit
Fund 72,297 72,297 306,943 306,943
CIGNA Guaranteed Deposit
Contract 2,770,538 2,770,538 1,653,805 1,653,805
Participant loans (interest
rate of 7%) -- 255,548 -- 166,211
Heritage Media Corporation
Class A Common Stock 310,381 8,341,489 304,355 6,049,056
----------- -----------
$16,626,850 $11,816,140
=========== ===========
</TABLE>
(Continued)
F-7
<PAGE>
HERITAGE MEDIA CORPORATION RETIREMENT SAVINGS PLAN
Notes to Financial Statements
A detail of receivables and payables for each investment
option at December 31, 1994 follows:
<TABLE>
<CAPTION>
CONTRIBUTION
RECEIVABLE INTEREST AND EXCESS
FROM DIVIDENDS EMPLOYER REFUNDS
EMPLOYER RECEIVABLE CONTRIBUTIONS PAYABLE
------------ ------------ ------------- -------
<S> <C> <C> <C> <C>
Large Capitalization Value
Equity Investments Fund $ 8,326 -- -- (18,696)
Large Capitalization Growth
Equity Investments Fund 11,532 -- -- (15,054)
Small Capitalization Growth
Equity Investments Fund 8,593 -- -- (6,073)
Smith Barney Reserve
Deposit Fund 111,365 4,189 (154,233) (3,071)
CIGNA Guaranteed
Deposit Contract 6,700 35,217 -- (41,614)
Heritage Media Corporation
Class A Common Stock -- -- -- (3,787)
-------- ------ -------- -------
$146,516 39,406 (154,233) (88,295)
======== ====== ======== =======
</TABLE>
(Continued)
F-8
<PAGE>
HERITAGE MEDIA CORPORATION RETIREMENT SAVINGS PLAN
Notes to Financial Statements
A detail of receivables and payables for each investment option at
December 31, 1993 follows:
<TABLE>
<CAPTION>
CONTRIBUTION
RECEIVABLE INTEREST AND
FROM DIVIDENDS REFUNDS MISCELLANEOUS
EMPLOYER RECEIVABLE PAYABLE PAYABLE
------------ ------------ ------- -------------
<S> <C> <C> <C> <C>
Large Capitalization Value
Equity Investments Fund $ -- -- -- --
Large Capitalization Growth
Equity Investments Fund 65,665 17,537 (37,019) --
Small Capitalization Growth
Equity Investments Fund -- -- -- --
Smith Barney Reserve
Deposit Fund 8,658 7,178 (6,207) (9,402)
CIGNA Guaranteed
Deposit Contract 21,812 -- (44,096) --
Heritage Media Corporation
Class A Common Stock 21,775 -- (1,382) (8,953)
-------- ------ ------- -------
$117,910 24,715 (88,704) (18,355)
======== ====== ======= =======
</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, 1994
<TABLE>
<CAPTION>
NUMBER OF CURRENT
DESCRIPTION OF INVESTMENT SHARES/UNITS COST VALUE
------------------------- ------------ ---------- ----------
<S> <C> <C> <C>
Large Capitalization Value Equity
Investments Fund 140,597 $ 1,285,143 1,192,259
Large Capitalization
Growth Investments Equity Fund 224,738 2,152,743 2,186,696
Small Capitalization Growth Equity
Investments Fund 84,217 1,032,799 1,158,833
Total Return Fund 85,084 711,084 649,190
Smith Barney Reserve Deposit Fund 72,297 72,297 72,297
CIGNA Guaranteed Deposit Contract 2,770,538 2,770,538 2,770,538
Participant loans (interest rate of 7%) -- 255,548 255,548
Heritage Media Corporation
Class A Common Stock 310,381 4,456,377 8,341,489
----------- ----------
$12,736,529 16,626,850
=========== ==========
</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, 1994
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Expenses Fair value of
incurred asset at date Net
Identity of Number Purchase Selling Lease with trans- Cost of acquisition gain
party involved Description of transaction of shares price price rental actions of assets or disposition (loss)
-------------- -------------------------- --------- ----- ----- ------ ------- --------- -------------- ------
CIGNA Guaranteed Deposit Investment Contract Fund
Contract share purchases
(aggregate
of 35 purchases) 1,510,253 $1,510,253 - - - 1,510,253 1,510,253 -
CIGNA Guaranteed Deposit Investment Contract Fund
Contract share sales (aggregate
of 57 sales) 393,520 - 393,520 - - 393,520 393,520 -
Heritage Media Corporation Purchases of Heritage Media
Corporation Class A common
stock (aggregate of 33
purchases) 33,383 699,481 - - - 699,481 699,481 -
Heritage Media Corporation Sales of Heritage Media
Corporation Class A common
stock (aggregate of
41 sales) 21,571 - 450,697 - - 292,264 450,697 158,433
Total Return Fund Fund purchases (aggregate
of 26 purchases) 26,469 205,804 - - - 205,804 205,804 -
Total Return Fund Fund sales (aggregate of
43 sales) 14,484 - 111,781 - - 122,194 111,781 (10,413)
Large Capitalization Fund share purchases
Growth Investments Fund (aggregate of 18 purchases) 50,588 486,902 - - - 486,902 486,902 -
Large Capitalization Fund share sales (aggregate
Growth Investments Fund of 53 sales) 44,930 - 433,862 - - 429,639 433,862 4,223
Large Capitalization Value Fund share purchases
Equity Investments Fund (aggregate of 23 purchases) 58,389 522,309 - - - 522,309 522,309 -
Large Capitalization Value Fund share sales (aggregate
Equity Investments Fund 47 sales) 15,889 - 143,233 - - 146,482 143,233 (3,249)
</TABLE>
See accompanying independent auditors' report.
F-12
<PAGE>
INDEPENDENT AUDITORS' CONSENT
Heritage Media Corporation
Retirement Savings Plan:
We consent to incorporation by reference in the Registration Statement
(No. 33-32200) on Form S-8 of our report dated May 11, 1995, relating
to the statements of net assets available for plan benefits of the
Heritage Media Corporation Retirement Savings Plan as of December 31, 1994
and 1993, and the related statements of changes in net assets available
for plan benefits for the years then ended and the related supplemental
schedules as of and for the year ended December 31, 1994, which report
appears in the December 31, 1994 annual report on Form 11-K of the Heritage
Media Corporation Retirement Savings Plan filed by Heritage Media
Corporation.
KPMG Peat Marwick LLP
Dallas, Texas
June 29, 1995
