<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, 1996 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 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
submitted 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, 1996 and 1995................................... F-2
Statements of Changes in Net Assets Available for Plan Benefits
for the years ended December 31, 1996 and December 31, 1995...... F-3
Notes to Financial Statements...................................... F-5
Supplementary Schedules:
Schedule of assets held for investment purposes.................. F-12
Schedule of reportable transactions.............................. F-13
Consent of Independent Auditors.................................... F-14
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>
HERITAGE MEDIA CORPORATION
RETIREMENT SAVINGS PLAN
Financial Statements and Supplementary Information
December 31, 1996 and 1995
(With Independent Auditors' Report Thereon)
<PAGE>
HERITAGE MEDIA CORPORATION
RETIREMENT SAVINGS PLAN
TABLE OF CONTENTS
Independent Auditors' Report
Statements of Net Assets Available for Plan Benefits -
December 31, 1996 and 1995
Statements of Changes in Net Assets Available for Plan Benefits -
Years ended December 31, 1996 and 1995
Notes to Financial Statements - December 31, 1996 and 1995
SCHEDULE
--------
Supplemental Schedules:
Line 27a - Schedule of Assets Held for Investment Purposes -
December 31, 1996 I
Line 27d - Schedule of Reportable Transactions - Year ended
December 31, 1996 II
<PAGE>
KPMG Peat Marwick LLP
200 Crescent Court
Suite 300
Dallas, TX 75201-1885
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, 1996 and 1995, 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, 1996 and 1995, and
the changes in net assets available for plan benefits for the years then ended
in conformity with generally accepted accounting principles.
Our audits were performed 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
audits of the basic financial statements and, in our opinion, are fairly stated
in all material respects in relation to the basic financial statements taken as
a whole.
/s/ KPMG Peat Marwick LLP
Dallas, Texas
May 2, 1997
F-1
<PAGE>
HERITAGE MEDIA CORPORATION RETIREMENT SAVINGS PLAN
Statements of Net Assets Available
for Plan Benefits
December 31, 1996 and 1995
<TABLE>
1996 1995
----------- ----------
<S> <C> <C>
Investments (note 4):
At fair value:
Large Capitalization Value Equity Investment Fund $ 3,147,343 1,913,572
Large Capitalization Growth Equity Investment Fund 4,454,606 3,122,776
Small Capitalization Growth Equity Investment Fund 3,055,640 1,972,311
Intermediate Fixed Income Funds 1,520,997 1,657,806
International Equity Fund 765,106 265,704
HMC common stock 6,192,889 7,591,298
Participant loans 890,361 588,518
At contract value:
Investment Contract Fund 3,679,214 3,006,643
----------- ----------
Total investments 23,706,156 20,118,628
Contributions receivable from employer 31,429 32,956
Contributions receivable from employees 103,448 130,501
Interest and dividends receivable 63,693 54,247
----------- ----------
Total assets 23,904,726 20,336,332
Refunds payable - (180,427)
----------- ----------
Net assets available for plan benefits $23,904,726 20,155,905
----------- ----------
----------- ----------
</TABLE>
See accompanying notes to financial statements.
F-2
<PAGE>
<TABLE>
HERITAGE MEDIA CORPORATION RETIREMENT SAVINGS PLAN
Statements of Changes in Net Assets
Available for Plan Benefits, with Fund Information
Years ended December 31, 1996 and 1995
Large Large Small
Capitalization Capitalization Capitalization
Value Growth Growth
Equity Equity Equity Investment HMC
Investment Investment Investment Contract Common
Total Fund Fund Fund Fund Stock
----------- -------------- -------------- -------------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Year ended December 31, 1996:
Contributions (note 2):
Employees $ 3,595,560 591,278 725,190 644,581 509,231 777,291
Employer 1,033,578 168,620 199,789 174,685 165,292 223,458
----------- --------- --------- --------- --------- ----------
4,629,138 759,898 924,979 819,266 674,523 1,000,749
----------- --------- --------- --------- --------- ----------
Investment income:
Interest and dividends 493,834 82,410 24,724 - 228,852 -
Net appreciation
(depreciation) in fair
value of investments 836,028 388,339 658,803 371,727 1,399 (533,683)
----------- --------- --------- --------- --------- ----------
Net investment
income (loss) 1,329,862 470,749 683,527 371,727 230,251 (533,683)
----------- --------- --------- --------- --------- ----------
Transfers - 276,004 (44,732) 174,890 199,832 (784,294)
Withdrawals (2,210,179) (181,444) (285,449) (264,226) (360,078) (917,770)
----------- --------- --------- --------- --------- ----------
Net increase (decrease) in net
assets available for plan
benefits 3,748,821 1,325,207 1,278,325 1,101,657 744,528 (1,234,998)
Net assets available for plan
benefits at beginning of
year 20,155,905 1,838,093 3,201,402 1,995,474 3,076,884 7,600,416
----------- --------- --------- --------- --------- ----------
Net assets
available for
plan benefits
at end of year $23,904,726 3,163,300 4,479,727 3,097,131 3,821,412 6,365,418
----------- --------- --------- --------- --------- ----------
----------- --------- --------- --------- --------- ----------
Intermediate
International Fixed
Equity Income Participant
Fund Funds Loans
------------- ------------ -----------
<S> <C> <C> <C>
Year ended December 31, 1996:
Contributions (note 2):
Employees 165,352 182,637 -
Employer 49,189 52,545 -
------- --------- -------
214,541 235,182 -
------- --------- -------
Investment income:
Interest and dividends 9,306 84,420 64,122
Net appreciation
(depreciation) in fair
value of investments 5,523 (56,080) -
------- --------- -------
Net investment
income (loss) 14,829 28,340 64,122
------- --------- -------
Transfers 346,916 (454,201) 285,585
Withdrawals (27,181) (126,167) (47,864)
------- --------- -------
Net increase (decrease) in net
assets available for plan
benefits 549,105 (316,846) 301,843
Net assets available for plan
benefits at beginning of
year 240,337 1,614,781 588,518
------- --------- -------
Net assets
available for
plan benefits
at end of year 789,442 1,297,935 890,361
------- --------- -------
------- --------- -------
(Continued)
</TABLE>
F-3
<PAGE>
<TABLE>
HERITAGE MEDIA CORPORATION RETIREMENT SAVINGS PLAN
Statements of Changes in Net Assets
Available for Plan Benefits, with Fund Information, Continued
Large Large Small
Capitalization Capitalization Capitalization
Value Growth Growth
Equity Equity Equity Investment HMC
Investment Investment Investment Contract Common
Total Fund Fund Fund Fund Stock
----------- -------------- -------------- -------------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Year ended December 31, 1995:
Contributions (note 2):
Employees $ 2,848,140 330,434 374,642 234,721 443,838 576,901
Employer 1,009,784 156,000 188,083 135,623 216,539 260,131
----------- --------- --------- --------- --------- ----------
3,857,924 486,434 562,725 370,344 660,377 837,032
----------- --------- --------- --------- --------- ----------
Investment income:
Interest and dividends 811,369 64,788 136,503 286,314 220,790 -
Net appreciation
(depreciation) in fair
value of investments 780,003 373,947 576,181 175,982 - (417,265)
----------- --------- --------- --------- --------- ----------
Net investment
income (loss) 1,591,372 438,735 712,684 462,296 220,790 (417,265)
----------- --------- --------- --------- --------- ----------
Transfers - (47,786) (99,855) 129,043 (230,277) (411,583)
Withdrawals (1,863,635) (105,064) (261,541) (139,462) (344,847) (745,470)
----------- --------- --------- --------- --------- ----------
Net increase (decrease) in net
assets available for plan
benefits 3,585,661 772,319 914,013 822,221 306,043 (737,286)
Net assets available for plan
benefits at beginning
of year 16,570,244 1,065,774 2,287,389 1,173,253 2,770,841 8,337,702
----------- --------- --------- --------- --------- ----------
Net assets
available for
plan benefits
at end of year $20,155,905 1,838,093 3,201,402 1,995,474 3,076,884 7,600,416
----------- --------- --------- --------- --------- ----------
----------- --------- --------- --------- --------- ----------
Intermediate
International Fixed
Equity Income Participant
Fund Funds Loans
------------- ------------ -----------
<S> <C> <C> <C>
Year ended December 31, 1995:
Contributions (note 2):
Employees 48,737 838,867 -
Employer 30,649 22,759 -
------- --------- -------
79,386 861,626 -
------- --------- -------
Investment income:
Interest and dividends 11,580 65,248 26,146
Net appreciation
(depreciation) in fair
value of investments 11,934 59,224 -
------- --------- -------
Net investment
income (loss) 23,514 124,472 26,146
------- --------- -------
Transfers 139,005 214,629 306,824
Withdrawals (1,568) (265,683) -
------- --------- -------
Net increase (decrease) in net
assets available for plan
benefits 240,337 935,044 332,970
Net assets available for plan
benefits at beginning
of year - 679,737 255,548
------- --------- -------
Net assets
available for
plan benefits
at end of year 240,337 1,614,781 588,518
------- --------- -------
------- --------- -------
</TABLE>
See accompanying notes to financial statements.
F-4
<PAGE>
HERITAGE MEDIA CORPORATION RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1996 and 1995
(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" or "Employer") and is subject to the provisions of the
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974 ("ERISA").
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. Interest
and dividends are recorded on an accrual 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.
(c) DISCLOSURE OF CERTAIN SIGNIFICANT RISKS AND UNCERTAINTIES
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of additions and deductions during the reporting
period. Actual results could differ from those estimates.
(2) PLAN ADMINISTRATION AND CONTRIBUTIONS
At December 31, 1995 and 1996, the Trustee for the Plan was Smith
Barney Trust Company. The Trustee is responsible for maintaining
appropriate records for the Plan and investing the assets of the Plan
at the direction of the Company.
(Continued)
F-5
<PAGE>
HERITAGE MEDIA CORPORATION RETIREMENT SAVINGS PLAN
Notes to Financial Statements
The Company, at its discretion, is permitted to contribute a matching
amount of participants' eligible contributions, up to 6% of
compensation, in any combination of cash or HMC common stock. For the
years ended December 31, 1996 and 1995, the Company made matching cash
contributions equal to 50% of each participant's eligible
contributions.
(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 plan year, become eligible for Employer contributions on the first
day of the first payroll period in the month 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 plan year shall become eligible to
participate in the Plan on the first day of the first payroll period
commencing after the individual becomes an employee and satisfies the
six-month waiting period, if such waiting period has not already been
satisfied while employed at the acquired company. Once eligible, a
participant may make voluntary contributions in any amount not less
than 1% and not more than 15% pretax in whole percentages 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. 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 plus five years of
service, or upon their death or total disability. Company matching
contributions forfeited are used to reduce any future 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.
(4) INVESTMENT PROGRAMS
The Company's matching contributions to the Plan are invested in HMC
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
1% increments to be invested in any of the funds, including HMC 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. Investment options in this category
with Smith Barney, a related party, include the Consulting Group
Capital Market Large Capitalization Growth Equity Investments
Fund, Large Capitalization Value
(Continued)
F-6
<PAGE>
HERITAGE MEDIA CORPORATION RETIREMENT SAVINGS PLAN
Notes to Financial Statements
Equity Investments Fund, Small Capitalization Growth Equity
Investments Fund, and International Equity Fund.
- 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. Interest rates paid under the deposit contract
are adjusted annually. During the years ended December 31, 1996
and 1995, the average yields on the deposit contract were 7.5%
and 7.0%, respectively. At December 31, 1996 and 1995, the
interest rates earned on the deposit contract were also 7.5% and
7.0%, respectively.
- HMC COMMON STOCK FUND - consists solely and exclusively of HMC
Common Stock. On July 25, 1996, Heritage Media Corporation
declared a two-for-one stock split effected as a stock dividend
payable to all holders of record on August 5, 1996, with a
payment date of August 12, 1996.
- INTERMEDIATE FIXED INCOME FUNDS - 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.
During 1995 and 1996, this investment category included the
Consulting Group Capital Market Intermediate Fixed Income Fund
and the Smith Barney Reserve Deposit Fund.
(Continued)
F-7
<PAGE>
HERITAGE MEDIA CORPORATION RETIREMENT SAVINGS PLAN
Notes to Financial Statements
A detail of Plan investments at December 31, 1996 and 1995 follows:
<TABLE>
1996 1995
--------------------------- ----------------------------
Number of Fair/contract Number of Fair/contract
Description of investment shares/units value shares/units value
------------------------- ------------ ------------- ------------ -------------
<S> <C> <C> <C> <C>
Large Capitalization Value
Equity Investments Fund 252,608 $ 3,147,343 174,437 $ 1,913,572
Large Capitalization Growth
Equity Investments Fund 310,773 4,454,606 254,921 3,122,776
Small Capitalization Growth
Equity Investments Fund 183,626 3,055,640 125,226 1,972,311
Intermediate Fixed Income Fund 159,168 1,281,303 127,991 1,057,204
International Equity Fund 75,753 765,106 25,524 265,704
Reserve Deposit Fund 239,694 239,694 600,602 600,602
CIGNA Guaranteed Deposit
Contract 3,679,214 3,679,214 3,006,643 3,006,643
Participant loans (interest
rates of 7%-9.5%) - 890,361 - 588,518
Heritage Media Corporation
Common Stock 550,479 6,192,889 291,973 7,591,298
----------- -----------
$23,706,156 $20,118,628
----------- -----------
----------- -----------
</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, 1996 follows:
<TABLE>
Contribution Contribution
receivable receivable Interest and
from from dividends Refunds
employer employees receivable payable
------------ ------------ ------------ -------
<S> <C> <C> <C> <C>
Large Capitalization Value
Equity Investments Fund $ 4,271 14,513 - -
Large Capitalization Growth
Equity Investments Fund 5,897 19,608 - -
Small Capitalization Growth
Equity Investments Fund 5,472 18,215 - -
Intermediate Fixed Income Fund 1,584 5,314 - -
International Equity Fund 1,318 4,320 - -
Reserve Deposit Fund - - 614 -
CIGNA Guaranteed
Deposit Contract 3,559 12,636 63,079 -
Heritage Media Corporation
Common Stock 9,328 28,842 - -
------- ------- ------ ---
$31,429 103,448 63,693
------- ------- ------ ---
------- ------- ------ ---
</TABLE>
F-9
<PAGE>
HERITAGE MEDIA CORPORATION RETIREMENT SAVINGS PLAN
Notes to Financial Statements
A detail of receivables and payables for each investment option at December 31,
1995 follows:
<TABLE>
Contribution Contribution
receivable receivable Interest and
from from dividends Refunds
employer employees receivable payable
------------ ------------ ------------ -------
<S> <C> <C> <C> <C>
Large Capitalization Value
Equity Investments Fund $ 4,738 19,445 - (16,700)
Large Capitalization Growth
Equity Investments Fund 5,712 24,787 - (25,662)
Small Capitalization Growth
Equity Investments Fund 4,198 18,051 - (29,550)
Intermediate Fixed Income Fund 1,504 7,199 - (7,908)
International Equity Fund 629 3,560 - (12,592)
Reserve Deposit Fund - - 2,010 -
CIGNA Guaranteed
Deposit Contract 5,377 22,580 52,237 (43,396)
Heritage Media Corporation
Common Stock 10,798 34,879 - (44,619)
------- ------- ------ --------
$32,956 130,501 54,247 (180,427)
------- ------- ------ --------
------- ------- ------ --------
</TABLE>
(5) PARTICIPANT LOANS
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 fixed rate at the time the loan is made of interest of
prime plus 1%, which was 8.25% at December 31, 1996. Loans must be
repaid in installments, at least biweekly, over a period not to exceed
five years except for loans relating to primary residence purchases,
which may be repaid over 15 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 and added to the
participant's account generally within 30 days. Such payments are added
to the participant's account using the participant's current investment
elections.
(Continued)
F-10
<PAGE>
HERITAGE MEDIA CORPORATION RETIREMENT SAVINGS PLAN
Notes to Financial Statements
(6) REFUNDS PAYABLE
At December 31, 1995, the Plan has recorded refunds payable of $180,427.
The refunds relate to amounts due to certain employees of the Company
based upon nondiscrimination tests for deferrals and employee after tax
contributions to the Plan.
(7) PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's
contribution, the Company's matching contribution, an allocation of the
Company's discretionary contribution, if any, and Plan earnings.
Allocations of Plan earnings are based on participant account balances.
The benefit to which a participant is entitled is the vested balance of
the participant's account.
The Company may make discretionary 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. No discretionary
Company 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.
(8) 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. The Plan
has been amended since receiving the determination letter. However, the
Company and the Plan's tax counsel believe that the Plan is currently
designed and being operated in compliance with the applicable
requirements of the Internal Revenue Code. Therefore, no provision for
income taxes has been included in the Plan's financial statements.
(9) 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.
(10) SUBSEQUENT EVENTS
On March 17, 1997, The News Corporation Limited ("News Corporation")
reached an agreement to acquire Heritage Media Corporation, in a
non-taxable transaction. The transaction is subject to, among other
things, approval of Heritage Media shareholders and governmental
regulatory agencies. The effect, if any, on the participants of the
Plan as a result of the acquisition are not known at this time.
F-11
<PAGE>
SCHEDULE I
HERITAGE MEDIA CORPORATION RETIREMENT SAVINGS PLAN
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1996
<TABLE>
Identity Current
of Issue Description of Investment Cost Value
-------- ------------------------- ---- -------
<S> <C> <C> <C>
Consulting Group Large Capitalization Value Equity
Capital Market* Investments Fund (252,608 shares) $ 2,633,415 3,147,343
Consulting Group Large Capitalization Growth Equity
Capital Market* Investments Fund (310,773 shares) 3,459,561 4,454,606
Consulting Group Small Capitalization Growth Equity
Capital Market* Investments Fund (183,626 shares) 2,845,546 3,055,640
Consulting Group Intermediate Fixed Income Fund
Capital Market* (159,168 shares) 1,266,796 1,281,303
Consulting Group
Capital Market* International Equity Fund (75,753 shares) 787,351 765,105
Smith Barney* Reserve Deposit Fund (239,694 units) 239,694 239,694
CIGNA Guaranteed Deposit Contract (3,679,214
shares) 3,679,214 3,679,214
- -- Participant loans* (interest rates of
7%-9.5%) 890,361 890,361
Heritage Media
Corporation* Common Stock (550,479 shares) 5,169,587 6,192,889
----------- ----------
$20,971,525 23,706,156
----------- ----------
----------- ----------
</TABLE>
*Party-in-interest
See accompanying independent auditors' report.
F-12
<PAGE>
SCHEDULE II
HERITAGE MEDIA CORPORATION RETIREMENT SAVINGS PLAN
Item 27d - Schedule of Reportable Transactions
Year ended December 31, 1996
<TABLE>
Expenses
Incurred
Number Purchase Selling Lease with
Identity of Party Involved Description of Transaction of Shares Price Price Rental Transactions
- -------------------------- -------------------------- --------- -------- ------- ------ ------------
<S> <C> <C> <C> <C> <C> <C>
CIGNA Guaranteed Deposit Investment Contract Fund Share
Contract purchases (aggregate of
77 purchases) 1,580,512 $1,580,512 -- -- --
CIGNA Guaranteed Deposit Investment Contract Fund Share
Contract sales (aggregate of 122 sales) 907,941 -- 907,941 -- --
Heritage Media Corporation Purchases of Heritage Media
Corporation Common Stock
(aggregate of 80 purchases) 59,538 1,549,921 -- -- --
Heritage Media Corporation Sales of Heritage Media
Corporation Common Stock
(aggregate of 97 sales) 68,567 -- 1,983,132 -- --
Small Capitalization Growth Fund Fund share purchases (aggregate
of 87 purchases) 97,596 1,705,136 -- -- --
Small Capitalization Growth Fund Fund share sales (aggregate of
149 sales) 39,196 -- 689,498 -- --
Large Capitalization Growth
Investments Fund Fund share purchases (aggregate
of 86 purchases) 100,727 1,353,195 -- -- --
Large Capitalization Growth Fund share sales (aggregate of
Investments Fund 182 sales) 44,874 -- 606,158 -- --
Large Capitalization Value
Equity Investments Fund Fund share purchases (aggregate
of 86 purchases) 112,338 1,323,336 -- -- --
Large Capitalization Value
Equity Investments Fund Fund share sales (aggregate of
165 sales) 34,167 -- 401,575 -- --
<CAPTION>
Fair Value of
Asset at Date Net
Cost of Acquisition Gain
Identity of Party Involved of Assets or Disposition (Loss)
- -------------------------- --------- -------------- ------
<S> <C> <C> <C>
CIGNA Guaranteed Deposit
Contract 1,580,512 1,580,512 --
CIGNA Guaranteed Deposit
Contract 907,941 907,941 --
Heritage Media Corporation 1,549,921 1,549,921 --
Heritage Media Corporation 957,632 1,983,132 1,025,500
Small Capitalization Growth Fund 1,705,136 1,705,136 --
Small Capitalization Growth Fund 581,761 689,498 107,737
Large Capitalization Growth
Investments Fund 1,353,195 1,353,195 --
Large Capitalization Growth
Investments Fund 476,202 606,158 129,956
Large Capitalization Value
Equity Investments Fund 1,323,336 1,323,336 --
Large Capitalization Value
Equity Investments Fund 338,850 401,575 62,725
</TABLE>
See accompanying independent auditors' report.
F-13
<PAGE>
[LETTERHEAD]
INDENPENDENT AUDITORS' CONSENT
Heritage Media Corporation
Retirement Savings Plan:
We consent to incorporation by reference in the Registration Statements (Nos.
33-29425, 33-32200 and 33-57251) on Form S-8 of our report dated May 2, 1997,
relating to the statements of net assets available for plan benefits of the
Heritage Media Corporation Retirement Savings Plan as of December 31, 1996
and 1995, 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, 1996, which report appears in the
December 31, 1996 annual report on Form 11-K of the Heritage Media
Corporation Retirement Savings Plan filed by Heritage Media Corporation.
/s/ KPMG Peat Marwick LLP
Dallas, Texas
June 9, 1997
F-14
<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 9, 1997 By: /s/ JAMES P. LEHR
----------------------------------
James P. Lehr
Senior Vice President
Chief Accounting & Administrative
Officer
3
