<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
BHC Communications, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
LOGO
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 5, 1997
To the Stockholders of
BHC COMMUNICATIONS, INC.:
The annual meeting of the stockholders of BHC Communications, Inc. ("BHC")
will be held at the Hyatt Regency San Antonio, 123 Losoya Street, San Antonio,
Texas 78205, on May 5, 1997, at 4:00 P.M., for the purpose of considering and
acting upon the following matters:
(1) Election of directors.
(2) Ratification of the selection of Price Waterhouse LLP ("Price
Waterhouse") as auditors of BHC for the year ending December 31, 1997.
(3) Such other business as may properly come before the meeting or any
adjournment thereof.
The Board of Directors has fixed the close of business on March 14, 1997 as
the record date for the determination of stockholders entitled to notice of, and
to vote at, the meeting.
You are cordially invited to attend the meeting. Arrangements have been
made for interested stockholders to visit our San Antonio television station,
KMOL, after the meeting. Whether or not you plan to attend the meeting, you are
urged promptly to complete, date and sign the enclosed proxy and to mail it to
BHC in the enclosed envelope, which requires no postage if mailed in the United
States. Return of your proxy does not deprive you of your right to attend the
meeting and to vote your shares in person.
Dated: New York, New York
March 31, 1997
By Order of the Board of
Directors,
BRIAN C. KELLY, Secretary
<PAGE> 3
BHC COMMUNICATIONS, INC.
767 FIFTH AVENUE, NEW YORK, NEW YORK 10153
------------------------
PROXY STATEMENT
------------------------
This Proxy Statement is furnished in connection with the solicitation of
proxies by and on behalf of the Board of Directors of BHC for use at the annual
meeting of stockholders on May 5, 1997 and at any adjournment thereof. March 31,
1997 is the approximate date on which this Proxy Statement and the accompanying
form of proxy are first being mailed to stockholders.
VOTING
As of March 14, 1997, the record date for the meeting, BHC had outstanding
and entitled to vote 5,512,705 shares of Class A Common Stock and 18,000,000
shares of Class B Common Stock, being the classes of stock entitled to vote at
the meeting. Each share of Class A Common Stock entitles its holder to one vote,
and each share of Class B Common Stock entitles its holder to ten votes. The
proxy solicited by this Proxy Statement is revocable at any time before it is
voted.
The presence at the meeting in person or by proxy of stockholders entitled
to cast a majority of the votes at the meeting constitutes a quorum. The
election of directors is decided by a plurality of the votes cast. A majority of
the votes cast is required to approve each other matter to be acted on at the
meeting. Abstentions and broker non-votes have no effect on the proposals being
acted upon.
The proxies named in the enclosed form of proxy and their substitutes will
vote the shares represented by the enclosed form of proxy, if the proxy appears
to be valid on its face, and, where a choice is specified by means of the ballot
on the form of proxy, will vote in accordance with each specification so made.
The Board of Directors did not know, a reasonable time before the
commencement of the solicitation, of any business constituting a proper subject
for action by the stockholders to be presented at the meeting other than as set
forth in this Proxy Statement. However, if any other matter should properly come
before the meeting, the persons named in the enclosed form of proxy intend to
vote such proxy in accordance with their best judgment.
SOLICITATION
BHC will bear the entire cost of preparing, assembling, printing and
mailing this Proxy Statement, the accompanying proxy and any additional material
which may be furnished to stockholders. Solicitation material will be furnished
to brokers, fiduciaries and custodians to forward to beneficial owners of stock
held in their names, and BHC will reimburse these organizations in accordance
with the American Stock Exchange schedule of charges for the cost of forwarding
proxy material to such beneficial owners. The solicitation of proxies may also
be made by the use of the mails and through direct communication with certain
stockholders or their representatives by officers, directors or employees of
BHC, who will receive no additional compensation therefor.
ELECTION OF DIRECTORS
NOMINEES OF THE BOARD OF DIRECTORS
The proxy will be voted as specified thereon and, in the absence of
contrary instruction, will be voted for the reelection of John L. Eastman and
William D. Siegel as directors until the third annual meeting following the May
5, 1997 meeting and until their respective successors are elected and qualified.
Information with
<PAGE> 4
respect to each such nominee, as well as the six present directors whose terms
of office expire at the first or second annual meeting following the May 5, 1997
meeting, is set forth below:
<TABLE>
<CAPTION>
AGE, HAS SERVED
OTHER POSITIONS WITH BHC, PRINCIPAL OCCUPATION FEBRUARY 28, AS DIRECTOR
NAME AND CERTAIN OTHER DIRECTORSHIPS 1997 SINCE
- ----------------------- ---------------------------------------------------- ------------ ------------
<S> <C> <C> <C>
NOMINEES FOR THREE-YEAR TERM
John L. Eastman........ Partner, Eastman & Eastman, New York City law firm; 57 1989
Director, United Television, Inc. ("UTV")(1)
William D. Siegel...... President; Senior Vice President and Director, 42 1981
Chris-Craft Industries, Inc. ("Chris-Craft")(2)
INCUMBENT DIRECTORS -- TWO-YEAR REMAINING TERM
Laurence M. Kashdin.... Retired Senior Vice President and Treasurer; 49 1977
Consultant, Chris-Craft
Joelen K. Merkel....... Vice President and Treasurer; Vice President and 45 1993
Treasurer, Chris-Craft
Herbert J. Siegel...... Chairman of the Board; Chairman of the Board and 68 1977
President, Chris-Craft; Director, UTV
INCUMBENT DIRECTORS -- ONE-YEAR REMAINING TERM
Barry S. Greene........ Retired Senior Vice President, General Counsel and 50 1977
Secretary; Consultant, Chris-Craft
Morgan L. Miller....... Vice Chairman, National Spinning Company, Inc. 73 1989
John C. Siegel......... Senior Vice President and Director, Chris-Craft; 44 1981
Chairman of the Board, UTV
</TABLE>
- ---------------
(1) UTV is a majority owned (58.8% at February 28, 1997) subsidiary of BHC.
(2) Chris-Craft, which is BHC's parent, is engaged principally in the television
broadcasting business, through BHC. See Table I under Voting Securities of
Certain Beneficial Owners and Management regarding Chris-Craft's ownership
of BHC stock.
The principal occupation of each of the directors for the past five years
is stated in the foregoing table, except that (1) Mr. Greene retired as
Secretary and General Counsel of BHC and of Chris-Craft effective December 14,
1992 and as Senior Vice President of Chris-Craft effective February 1, 1993 and
was thereupon engaged as a consultant to Chris-Craft; and (2) Mr. Kashdin, who
retired as Senior Vice President -- Finance and Controller of Chris-Craft
effective January 1, 1993 and was thereupon engaged as a consultant to Chris-
Craft, was President and Chief Executive Officer of the Lipton Championships
tennis tournament during 1994 and part of 1995. In case a nominee shall become
unavailable for election, which is not expected, it is intended that the proxy
solicited hereby will be voted for whomever the present Board of Directors shall
designate to fill such vacancy.
John C. Siegel and William D. Siegel are sons of Herbert J. Siegel.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
BHC has established standing audit and compensation committees to assist
the Board of Directors in discharging its responsibilities. BHC has no
nominating committee.
The Audit Committee reviews BHC's internal controls, the objectivity of its
financial reporting and the scope and results of the auditing engagement. It
meets with appropriate BHC financial personnel and independent accountants in
connection with these reviews. The Committee recommends to the Board the
appointment of the independent accountants, subject to ratification by the
stockholders at the annual meeting, to serve as auditors for the following year
in examining the corporate accounts. The independent accountants periodically
meet with the Audit Committee and have access to the Committee at any time. The
Committee held two meetings during 1996. Its members are Messrs. Eastman and
Miller.
2
<PAGE> 5
The Compensation Committee was constituted in 1994 to adopt and establish
performance goals with respect to performance-based bonus compensation for Evan
C Thompson. It determines and certifies whether performance goals and other
terms of agreement with Mr. Thompson are satisfied. Its members are Messrs.
Eastman and Miller. The Committee held one meeting during 1996.
BHC's Board of Directors held five meetings during 1996.
VOTING SECURITIES OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The management of BHC has been informed that, as of February 28, 1997, the
persons and groups identified in Table I below, including all directors,
nominees for director, executive officers and all owners known to BHC of more
than 5% of any class of BHC voting securities, owned beneficially, within the
meaning of Securities and Exchange Commission ("SEC") Rule 13d-3, the shares of
Class A Common Stock reflected in such table. Except as reflected in Tables II
and III, as of February 28, 1997, each director or executive officer of BHC
disclaims beneficial ownership of securities of any parent or subsidiary of BHC.
Except as otherwise specified, the named beneficial owner claims sole investment
and voting power as to the securities reflected in the tables.
I. BENEFICIAL OWNERSHIP OF BHC CLASS A COMMON STOCK
<TABLE>
<CAPTION>
NUMBER PERCENT
BENEFICIAL OWNER OF SHARES OF CLASS(1)
- ----------------------------------------------------------------------- ----------- -----------
<S> <C> <C>
John L. Eastman........................................................ -- --
Barry S. Greene........................................................ -- --
Laurence M. Kashdin.................................................... 74 *
Joelen K. Merkel(2).................................................... 200 *
Morgan L. Miller....................................................... -- --
Herbert J. Siegel(3)................................................... 538 *
John C. Siegel......................................................... -- --
William D. Siegel...................................................... 231 *
All BHC directors and executive officers as a group, including those
named above (10 persons)(4).......................................... 1,043 *
The Capital Group Companies, Inc., Capital Research and Management
Company, and American Variable Insurance Series -- Growth Fund(5)
333 South Hope Street, Los Angeles, CA 90071......................... 424,850 7.6%
Chris-Craft Industries, Inc.(6)
767 Fifth Avenue, New York, NY 10153................................. 18,000,000 76.4%
Gabelli & Company, Inc., Gabelli Funds, Inc.,
GAMCO Investors, Inc., and Mario J. Gabelli(7)....................... 1,233,641 22.2%
One Corporate Center, Rye, NY 10580
Franklin Resources, Inc.,
Charles B. Johnson, Rupert H. Johnson, Jr.(8),....................... 740,831 13.3%
777 Mariners Island Blvd.,
San Mateo, CA 94404, and
Franklin Mutual Advisers, Inc.(8),
51 John F. Kennedy Parkway
Short Hills, NJ 07078
</TABLE>
- ---------------
* Less than 1%.
(1) In accordance with SEC rules, percentages have been computed deeming as not
outstanding 226,503 shares of Class A Common Stock held by UTV.
(2) Shares are owned jointly with the director's husband.
(3) Ownership includes 309 shares held in the Chris-Craft Profit Sharing Plan,
of which the director and two other Chris-Craft directors are Trustees. See
Note 2 to Table II.
(Notes continued on next page)
3
<PAGE> 6
(4) Includes shares referred to in Note 3. Although Evan C Thompson is neither
an officer nor a director of BHC, as President of Chris-Craft's Television
Division, he may be considered an executive officer of BHC, within the SEC
definition of the term. Mr. Thompson owns no BHC shares.
(5) Voting power is disclaimed as to 138,661 shares. Information is furnished in
reliance on Amendment No. 1 to Schedule 13G of the named owners dated
February 12, 1997, filed with the SEC.
(6) Shares are issuable upon conversion of 18,000,000 shares of Class B Common
Stock (100% of the class) owned by Chris-Craft.
(7) Voting power is disclaimed as to 90,200 shares. Information is furnished in
reliance on Amendment No. 26 to Schedule 13D of the named owners dated
October 9, 1995, filed with the SEC.
(8) Information is furnished in reliance on Schedule 13G of the named owners
dated February 12, 1997, filed with the SEC.
II. BENEFICIAL OWNERSHIP OF CHRIS-CRAFT STOCK
<TABLE>
<CAPTION>
$1.40 CONVERTIBLE CLASS B COMMON
PREFERRED STOCK(1)(2) STOCK(1)(2)(3) COMMON STOCK(2)(4)
----------------------- ----------------------- -----------------------
NUMBER PERCENT NUMBER PERCENT NUMBER PERCENT
BENEFICIAL OWNER OF SHARES OF CLASS OF SHARES OF CLASS OF SHARES OF CLASS
- ------------------------------ ---------- -------- ---------- -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
John L. Eastman............... -- -- -- -- -- --
Barry S. Greene............... -- -- 44,549 * 116,753 *
Laurence M. Kashdin........... 50 * 57,543 * 96,005 *
Joelen K. Merkel(5)........... -- -- 21,983 * 105,923 *
Morgan L. Miller(6)........... -- -- 7,156 * 10,737 *
Herbert J. Siegel(7).......... 152,057 61.3% 4,945,447 44.2% 7,548,106 25.7%
John C. Siegel(8)............. -- -- 501,351 6.3% 662,753 2.9%
William D. Siegel(8).......... -- -- 556,815 7.0% 728,986 3.1%
All BHC directors and
executive officers as a
group, including those named
above (10 persons)(9)....... 152,107 61.3% 6,670,083 59.5% 10,530,714 33.1%
</TABLE>
- ---------------
* Less than 1%.
(1) Each share of Chris-Craft $1.40 Convertible Preferred Stock is convertible
into 10.64091 shares of Chris-Craft Common Stock and 21.28180 shares of
Chris-Craft Class B Common Stock, except that if such share of Chris-Craft
$1.40 Convertible Preferred Stock was transferred after November 10, 1986
other than to a Permitted Transferee, as defined in Chris-Craft's
certificate of incorporation, such share is convertible into 31.92271 shares
of Chris-Craft Common Stock. Each share of Chris-Craft Class B Common Stock
is convertible into one share of Chris-Craft Common Stock.
(2) At December 31, 1996, (a) the Trustee of the Chris-Craft Employees' Stock
Purchase Plan (the "Chris-Craft Stock Purchase Plan") held 370,026 shares of
Chris-Craft Class B Common Stock, 587,152 shares of Chris-Craft Common Stock
and 246 shares of Chris-Craft $1.40 Convertible Preferred Stock
(representing 4.6%, 2.6% and less than 1% of the outstanding shares of the
respective classes at February 28, 1997), and (b) the Trustees under the
Chris-Craft Profit Sharing Plan held 159,135 shares of Chris-Craft Class B
Common Stock (representing 2.0% of the outstanding shares of the class at
February 28, 1997). A committee appointed by the Board of Directors of
Chris-Craft to administer the Chris-Craft Stock Purchase Plan is empowered
to direct voting of the shares held by the Trustee under that plan, and the
Trustees under the Chris-Craft Profit Sharing Plan are empowered to vote and
dispose of the shares held by that plan. Herbert J. Siegel and two other
Chris-Craft directors are the members of the committee under the Chris-Craft
Stock Purchase Plan and are the Trustees under the Chris-Craft Profit
Sharing Plan. The numbers of shares set forth in the table with respect to
each named executive
(Notes continued on next page)
4
<PAGE> 7
officer other than Herbert J. Siegel include, with respect to the Stock
Purchase Plan, only shares vested at December 31, 1996. The numbers of
shares set forth in the table with respect to Herbert J. Siegel and all
directors and executive officers as a group include all shares held in the
Chris-Craft Profit Sharing Plan and the Chris-Craft Stock Purchase Plan as
of December 31, 1996. If, at February 28, 1997, the shares of Chris-Craft
$1.40 Convertible Preferred Stock held in the Chris-Craft Stock Purchase
Plan at December 31, 1996 had been converted, and the Chris-Craft Class B
Common Stock issuable upon such conversion had been added to the Chris-Craft
Class B Common Stock then held in the Chris-Craft Stock Purchase Plan and
the Chris-Craft Profit Sharing Plan, the shares of Chris-Craft Class B
Common Stock held in the two plans would represent 6.7% of the Chris-Craft
Class B Common Stock that would have been outstanding; if, at February 28,
1997, the shares of Chris-Craft $1.40 Convertible Preferred Stock held in
the Chris-Craft Stock Purchase Plan at December 31, 1996 had been converted,
the Chris-Craft Class B Common Stock then held in the Chris-Craft Stock
Purchase Plan and the Chris-Craft Profit Sharing Plan, or issuable upon
conversion of the Chris-Craft $1.40 Convertible Preferred Stock held in the
Chris-Craft Stock Purchase Plan, also had been converted, and the
Chris-Craft Common Stock issuable upon such conversions had been added to
the Chris-Craft Common Stock then held in such plans, the shares of
Chris-Craft Common Stock held in the two plans would represent 4.9% of the
Chris-Craft Common Stock that would have been outstanding.
(3) Includes shares of Chris-Craft Class B Common Stock issuable upon conversion
of the Chris-Craft $1.40 Convertible Preferred Stock reflected in the table
opposite the identified person or group. In accordance with SEC rules, the
percentages shown have been computed assuming that the only shares converted
are those shares reflected opposite the identified person or group.
(4) Includes shares of Chris-Craft Common Stock issuable upon conversion of the
Chris-Craft $1.40 Convertible Preferred Stock and the Chris-Craft Class B
Common Stock reflected in the table opposite the identified person or group.
In accordance with SEC rules, the percentages shown have been computed
assuming that the only shares converted are those shares reflected opposite
the identified person or group.
(5) Ownership includes 54,320 shares of Common Stock issuable pursuant to
currently exercisable stock options.
(6) The director also owns 210 shares of Chris-Craft $1.00 Prior Preferred
Stock.
(7) Ownership includes 318,270 shares of Chris-Craft Common Stock issuable
pursuant to a currently exercisable stock option and 490,531 shares of
Chris-Craft Class B Common Stock held in a trust of which Mr. Siegel and his
wife are trustees and excludes 65,944 shares of Chris-Craft Class B Common
Stock owned by Mr. Siegel's wife.
(8) Ownership includes 147,909 shares of Chris-Craft Common Stock issuable
pursuant to currently exercisable stock options.
(9) Ownership includes all shares held in the Chris-Craft Stock Purchase Plan
and the Chris-Craft Profit Sharing Plan, as of December 31, 1996 (see Note
2), all other shares reflected in the table with respect to directors and
named executive officers, and 130 shares of Chris-Craft $1.40 Convertible
Preferred Stock, 692,432 shares of Chris-Craft Class B Common Stock, and
1,468,370 shares of Chris-Craft Common Stock, including currently
exercisable options to purchase 324,725 shares of Chris-Craft Common Stock,
held by Evan C Thompson and 65,573 shares of Common Stock issuable pursuant
to currently exercisable stock options held by an executive officer of BHC
not named in the table. Of the shares held in the Chris-Craft Stock Purchase
Plan, 116 shares of Chris-Craft $1.40 Convertible Preferred Stock, 215,591
shares of Chris-Craft Class B Common Stock and 466,386 shares of Chris-Craft
Common Stock were held for the accounts of employees other than executive
officers of BHC.
5
<PAGE> 8
III. BENEFICIAL OWNERSHIP OF UTV COMMON STOCK
<TABLE>
<CAPTION>
NUMBER PERCENT
BENEFICIAL OWNER OF SHARES OF CLASS
- ------------------------------------------------------------------------- --------- --------
<S> <C> <C>
John L. Eastman(1)....................................................... 8,500 *
Barry S. Greene.......................................................... -- --
Laurence M. Kashdin...................................................... -- --
Joelen K. Merkel......................................................... -- --
Morgan L. Miller......................................................... -- --
Herbert J. Siegel(2)(3).................................................. 241,532 2.6%
John C. Siegel(2)........................................................ 242,532 2.6%
William D. Siegel........................................................ -- --
All BHC directors and executive officers as a group, including those
named above (10 persons)(4)............................................ 251,032 2.7%
</TABLE>
- ---------------
* Less than 1%.
(1) Ownership includes 8,000 shares issuable upon exercise of options previously
granted under UTV's 1995 Director Stock Option Plan or to be granted
thereunder immediately following UTV's 1997 annual meeting of stockholders.
(2) As of December 31, 1996, (a) the Trustee of the Employees' Stock Purchase
Plan of UTV (the "UTV Stock Purchase Plan") held 231,532 shares of UTV
Common Stock (representing 0.0% of the outstanding shares at February 28,
1997), and (b) the Trustees under the UTV Profit Sharing Plan held 10,000
shares of UTV Common Stock (representing less than 1% of the outstanding
shares at February 28, 1997). A committee appointed by the Board of
Directors of UTV to administer the UTV Stock Purchase Plan is empowered to
direct voting of the shares held by the Trustee under that plan, and the
Trustees under the UTV Profit Sharing Plan are empowered to vote and dispose
of the shares held by that plan. Herbert J. Siegel, John C. Siegel, another
director of UTV and another executive officer of UTV are the members of the
committee under the UTV Stock Purchase Plan and are the Trustees of the UTV
Profit Sharing Plan. The numbers of shares set forth in the table with
respect to each of Herbert J. Siegel, John C. Siegel and all BHC directors
and executive officers as a group include all shares held in the UTV Stock
Purchase Plan and the UTV Profit Sharing Plan as of December 31, 1996.
(3) Ownership excludes 666 shares owned by the director's wife.
(4) Includes the shares referred to in Note 2 and 25,000 shares owned by Evan C
Thompson.
EXECUTIVE COMPENSATION
No BHC executive officer receives any regular cash compensation from BHC.
Pursuant to the Management Agreement outlined below under the caption Certain
Relationships and Related Transactions, BHC pays Chris-Craft a fee for providing
management services to BHC, including the services of certain Chris-Craft
officers and employees, which services are not exclusive to BHC. The following
table summarizes all plan and non-plan compensation paid by Chris-Craft to its
four highest-paid executive officers whose compensation is considered in the
determination of the management fee (as more specifically described in the text
following the table) and to Evan C Thompson, a Chris-Craft executive officer who
is not an elected officer of BHC (see Note 4 to Table I), but whose compensation
is paid by KCOP Television, Inc., a wholly owned subsidiary of BHC ("KCOP").
6
<PAGE> 9
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
AWARDS
------------
ANNUAL COMPENSATION(1) SECURITIES
NAME AND PRINCIPAL POSITION AT ----------------------- UNDERLYING ALL OTHER
CHRIS-CRAFT YEAR SALARY ($) BONUS ($) OPTIONS(#) COMPENSATION($)
- ------------------------------------ ---- ---------- --------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Herbert J. Siegel................... 1996 1,000,041 2,249,895 -- 864,695(2)
Chairman of the Board 1995 975,650 2,437,950 -- 1,113,609
and President 1994 950,000 1,916,745 318,270 864,850
Joelen K. Merkel.................... 1996 312,000 220,000 -- 48,344(3)
Vice President 1995 300,000 275,000 -- 90,502
and Treasurer 1994 250,000 300,000 53,043 85,918
John C. Siegel...................... 1996 551,000 400,000 -- 69,862(4)
Senior Vice President 1995 530,000 350,000 -- 133,607
1994 500,000 350,000 53,043 129,009
William D. Siegel................... 1996 551,000 400,000 -- 69,342(5)
Senior Vice President 1995 530,000 350,000 -- 133,339
1994 500,000 350,000 53,043 128,734
Evan C Thompson..................... 1996 1,000,041 2,225,180 -- 540,925(6)
Executive Vice President 1995 975,650 2,540,440 -- 798,764
and President, Television 1994 950,000 2,245,660 212,178 448,414
Division
</TABLE>
- ---------------
(1) Excludes automobile allowance of $1,200 per month paid to each of the named
individuals and perquisites and other personal benefits aggregating less
than the lesser of $50,000 or 10% of the total annual salary and bonus
reported for the named person.
(2) Reflects Chris-Craft contributions, or accruals under the Benefit
Equalization Plan in lieu of contributions and forfeiture allocations, of
$241,018 with respect to the Stock Purchase Plan and $9,276 with respect to
the Profit Sharing Plan; also includes $35,430 reported as income of the
named individual with respect to premiums paid on "split-dollar" life
insurance policies and $578,971 credited to a deferred compensation account.
(3) Reflects Chris-Craft contributions, or accruals under the Benefit
Equalization Plan in lieu of contributions and forfeiture allocations, of
$39,068 with respect to the Stock Purchase Plan and $9,276 with respect to
the Profit Sharing Plan.
(4) Reflects Chris-Craft contributions, or accruals under the Benefit
Equalization Plan in lieu of contributions and forfeiture allocations, of
$60,586 with respect to the Stock Purchase Plan and $9,276 with respect to
the Profit Sharing Plan.
(5) Reflects Chris-Craft contributions, or accruals under the Benefit
Equalization Plan in lieu of contributions and forfeiture allocations, of
$60,066 with respect to the Stock Purchase Plan and $9,276 with respect to
the Profit Sharing Plan.
(6) Reflects Chris-Craft contributions, or accruals under the Benefit
Equalization Plan in lieu of contributions and forfeiture allocations, of
$268,480 with respect to the Stock Purchase Plan and $9,276 with respect to
the Profit Sharing Plan; also includes $263,169 credited to a deferred
compensation account.
In determining the amount of the management fee, BHC and Chris-Craft
consider costs incurred by Chris-Craft allocable to performance of services
required under the Management Agreement, including expenses for compensating,
and providing office facilities to, certain Chris-Craft executive officers and
corporate-office employees. Because KCOP pays Mr. Thompson, his compensation is
not considered in determining the management fee.
Chris-Craft entered into employment agreements with Herbert J. Siegel and
Evan C Thompson, as of January 1, 1994.
7
<PAGE> 10
The employment agreement with Herbert J. Siegel ("Mr. Siegel's agreement")
provides for his continued service as Chris-Craft's Chief Executive Officer for
a term ending December 31, 2000. Annual base salary is currently $1,033,043,
subject to adjustment ("COLA adjustment"), to reflect price level increases, as
reported in a U.S. Department of Labor Consumer Price Index. Deferred
compensation, currently in the amount of $598,077 annually, subject to COLA
adjustment, plus any other current compensation that would not be deductible by
Chris-Craft pursuant to Section 162(m) of the Internal Revenue Code (the
"Code"), is credited to a deferred compensation account together with interest
on the account balance, to be computed based on the yield of U.S. Treasury Notes
maturing in five years. The account balance will be paid to Mr. Siegel in five
annual installments after termination of the employment term.
Mr. Siegel's agreement provides that in the event of any change in control
of Chris-Craft during the employment term, the employment term will be extended
automatically to the third anniversary following such change in control, if the
employment term otherwise would have terminated before such third anniversary.
Mr. Siegel has the right to terminate the employment term in the event of a
diminution of his authority or other material breach by Chris-Craft of Mr.
Siegel's agreement or the occurrence without his consent of specified
fundamental changes in Chris-Craft. In the event of such termination, he is
entitled to receive, in lump sum, an amount equal to the base salary, deferred
compensation and consulting fees that would have been payable to him through the
term of the agreement (assuming no additional extensions of the employment term
after such termination), plus an amount equal to the mean performance bonuses
theretofore paid or payable to him multiplied by the number of years remaining
in the employment term. If Mr. Siegel dies during the employment term, Mr.
Siegel's estate is to receive for each of the three following 12-month periods
an amount equal to "Average Annual Compensation"; and in the event of his
disability, Mr. Siegel is to receive, annually for the remainder of the
employment term, an amount equal to one-half of his Average Annual Compensation.
"Average Annual Compensation" generally means the executive's average base
salary plus bonus for a specified period prior to the event. Additionally, if
any payment to Mr. Siegel pursuant to the agreement should be subject to the
excise tax imposed on "golden parachutes" by Section 4999 of the Code,
Chris-Craft will pay on his behalf or reimburse him in an amount equal to the
sum of the excise tax and related interest and penalties, if any, plus any
income taxes (and related penalties and interest) that may become payable by Mr.
Siegel arising from Chris-Craft's compliance with such payment or reimbursement
obligations, such that he would be in the same position as he would have been
had no excise tax been imposed.
Mr. Siegel's agreement entitles him to a cash bonus equal to 1 1/2% of the
amount by which Chris-Craft "Pre-tax Income" exceeds $36,000,000 for each fiscal
year of his employment. For purposes of the agreement, "Pre-tax Income" means
Chris-Craft income before provision for income taxes and minority interest, as
such amount is reported on Chris-Craft's audited consolidated statements of
income included in its annual report to stockholders; provided that, in
determining such Pre-tax Income, there will be excluded (i) any loss of any
business commenced or newly acquired by Chris-Craft during (or within the six
months next preceding commencement of) the employment term, if such business
would at any time during such term constitute a Development Stage Company under
Securities and Exchange Commission Regulation S-X, assuming such business were
organized as a separate entity, e.g., the United Paramount Network, but only to
the extent that the loss of such business, aggregated with the losses of all
other such businesses (if any) so commenced or acquired, exceeds $10,000,000 in
any fiscal year, and provided further, that such losses incurred by any business
shall not be so excluded for any fiscal year beginning after the fourth
anniversary of the date of commencement or acquisition of such business by
Chris-Craft; and (ii) any goodwill amortization (similarly determined) arising
out of a business acquisition during the employment term.
During the consulting term, which will commence on expiration of the
employment term and end five years thereafter, Mr. Siegel is to receive annual
compensation of $500,000 (subject to COLA adjustment from December 1993), is
required to devote not more than 20 hours in any month to Chris-Craft's affairs,
and is prohibited from engaging in activity competitive with Chris-Craft. If Mr.
Siegel dies during the consulting term, his estate is to receive the full
consulting fee until the third anniversary of his death or the end of the
consulting term, whichever is earlier; if he is disabled, he is entitled to
receive one-half of the consulting fee until the end of the consulting term. For
each year covered by Mr. Siegel's agreement, Chris-Craft will match
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<PAGE> 11
on a cumulative basis up to $200,000 of his charitable contributions, in
addition to matching his contributions under any other charitable gift matching
program of Chris-Craft or any subsidiary.
As additional inducement to Mr. Siegel to enter into the agreement,
Chris-Craft made "split-dollar life" insurance agreements with each of Mr.
Siegel's two sons, pursuant to which, under each agreement, Chris-Craft procured
and will pay the full amount of each annual premium for 15 years on last-to-die
policies on the lives of Herbert J. Siegel and his wife. Each of the sons is the
owner of policies, having face amounts totaling $15 million, covered by his
agreement and has the right to designate and change the beneficiaries
thereunder; however, none of the policies may be borrowed against, surrendered,
or canceled, and no dividend election thereunder may be terminated, without
Chris-Craft's consent. The premiums on these policies are paid by Chris-Craft
and BHC in the respective proportions of 15% and 85% until they shall otherwise
agree. See Certain Relationships and Related Transactions. The policies and the
split-dollar agreements contemplate that an amount equal to the aggregate
premiums paid by Chris-Craft and BHC, but without interest, will be repaid to
them, respectively, upon the death of the last to die of the insureds.
Chris-Craft has also agreed, in the event of Mr. Siegel's death, to pay
$2,000,000 to a beneficiary named by Mr. Siegel. Chris-Craft has purchased, and
is the sole owner and beneficiary of, insurance on the life of Mr. Siegel and
anticipates that the insurance benefits received by Chris-Craft will exceed the
cost, after applicable income taxes, of paying the foregoing death benefit.
Mr. Thompson's employment agreement ("Mr. Thompson's agreement") provides
for his continued service with Chris-Craft until December 31, 1999 on
substantive terms similar to those specified in Mr. Siegel's agreement, except
there are two automatic one-year renewal terms, unless Mr. Thompson gives
contrary notice respecting the first or either party gives contrary notice
respecting the second; annual deferred compensation is currently in the amount
of $271,853, subject to COLA adjustment, and Mr. Thompson can elect each year
whether amounts deferred for such year will be paid in lump sum immediately, or
over five years, after termination of the employment term; Mr. Thompson's
consulting fee is $250,000 per year (subject to COLA adjustment from December
1993), and the consulting term will end May 31, 2007; if Mr. Thompson dies
during the employment term or the consulting term, a death benefit is payable
until the earlier of the first anniversary of his death or the end of the
consulting term; there is no split-dollar life insurance; Chris-Craft will match
on a cumulative basis up to $100,000 of Mr. Thompson's charitable contributions
during each year of the employment term; and Mr. Thompson's bonus is equal to 1%
of the amount by which Chris-Craft's "TV Broadcast Cash Flow" for each year
exceeds $20 million, up to $50 million, and 2% of the amount by which TV
Broadcast Cash Flow exceeds $50 million. The bonus computation will be adjusted
if Chris-Craft acquires, in one or more transactions, additional television
stations having aggregate mean TV Broadcast Cash Flow exceeding $10 million for
the three fiscal years of such television station prior to its acquisition by
Chris-Craft, or disposes of a television station having mean TV Broadcast Cash
Flow exceeding $5 million for the three fiscal years prior to its disposition by
Chris-Craft. TV Broadcast Cash flow for purposes of the bonus calculation means
operating income plus depreciation and amortization of goodwill and programming
contracts, minus payments on programming contracts. The Board of Directors will
consider adjusting the bonus calculation and formulae if and at such time as
Chris-Craft shall own 10 or more television stations or Mr. Thompson shall have
chief operating responsibility for a business owned by Chris-Craft that derives
revenues exceeding $25,000,000 other than from television broadcasting.
------------------------
Benefits under the Chris-Craft Salaried Employees' Pension Plan are based
on a participant's compensation, including salaries, bonuses and commissions.
The plan provides a retirement annuity, generally based on specified percentages
of annual compensation (for 1989 and subsequent years, generally 1.5% of the
first $18,000 of compensation and 2.0% of the remainder) aggregated through the
years of service. Estimated annual benefits payable upon retirement after
working to age 65 (including benefits payable under the predecessor pension plan
and the Chris-Craft Benefit Equalization Plan) are, for Joelen K. Merkel, John
C. Siegel and William D. Siegel, $280,913, $520,654 and $633,218, respectively,
and $1,079,135 for Evan C Thompson (the expense for which is borne by KCOP).
Herbert J. Siegel, who has reached age 65, is currently
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<PAGE> 12
receiving $79,874 per year from the predecessor pension plan and, as of February
28, 1997, has accrued an additional annual benefit of $960,377 under the current
pension plan, including the Benefit Equalization Plan.
Under Chris-Craft's Executive Deferred Income Plan, Chris-Craft entered
into an agreement with each participating employee, whereby the employee agreed
to defer $1,000 per year of salary in each of four years, and Chris-Craft agreed
to make annual payments in specified amounts for 10 years in the event of the
employee's death or for 15 years commencing at age 60. The plan also provides
supplemental disability benefits of $10,000 per year from the onset of a
disability until annual payments commence at age 60 or death. Benefits under the
plan do not depend on compensation and are payable in full if the employee has
accumulated 20 years of service, or is employed by Chris-Craft, when the
condition for payment occurs. Maximum annual benefits payable in the event of
death of Mrs. Merkel and Messrs. John C. Siegel, William D. Siegel and Thompson
would be $101,585, $109,677, $136,853 and $55,137, respectively, for 10 years.
Annual benefits payable to Mrs. Merkel and Messrs. John C. Siegel, William D.
Siegel and Thompson commencing at age 60 would be $76,798, $83,076, $103,305 and
$31,898, respectively, for 15 years, assuming full vesting of benefits. After an
employee has participated in the plan for four years, premiums for insurance on
his life are paid through policy loans involving no direct out-of-pocket cost to
Chris-Craft. Accordingly, since 1987, Chris-Craft has made no payment under the
plan with respect to the participation of any Chris-Craft executive officer,
other than for interest on policy loans and disability waiver premiums.
PERFORMANCE GRAPH
The following line graph compares cumulative total shareholder return for
BHC Class A Common Stock, the Standard & Poor's ("S&P") 500 Stock Index and the
S&P Broadcast Media index, assuming the investment of $100 in each in December
1991 and the monthly reinvestment of dividends. The performance shown on the
graph is not necessarily indicative of future performance.
BHC COMMUNICATIONS, INC.
TOTAL RETURN TO SHAREHOLDERS: 1992-1996
<TABLE>
<CAPTION>
MEASUREMENT PERIOD BHC COMMUNI- BRDCAST (TV, S&P 500 STOCK
(FISCAL YEAR COVERED) CATIONS -CL A RADIO, CABLE)- 500 INDEX
<S> <C> <C> <C>
1991 100 100 100
1992 111 122 108
1993 152 171 118
1994 136 159 120
1995 178 208 165
1996 190 170 203
</TABLE>
Pursuant to SEC rules, the material under the caption Performance Graph is
not to be deemed "soliciting material" nor "filed" with the SEC. It is
specifically excluded from any material which is incorporated by reference in
BHC filings under the Securities Act of 1933 or Securities Exchange Act of 1934,
whether such filings occur before or after the date of this proxy statement and
notwithstanding anything to the contrary set forth in any such filing.
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<PAGE> 13
COMPENSATION OF DIRECTORS
BHC directors are compensated at the rate of $35,000 per year, and members
of the Audit Committee and Compensation Committee each receive an additional
$3,000 per year. Directors who are executive officers of Chris-Craft or a
Chris-Craft subsidiary receive no additional compensation for service as a
director of BHC.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
BHC has no employees other than employees of BHC subsidiaries. Pursuant to
the Management Agreement outlined below, Chris-Craft officers, employees and
other personnel perform all BHC corporate financial, legal and administrative
functions. BHC and Chris-Craft have entered into a Management Agreement pursuant
to which Chris-Craft provides specified advisory and management services for an
annual fee of $8,000,000. The Management Agreement expires March 31, 1997, but
is automatically extended for additional one-year terms, unless terminated prior
to March 31 of any year on notice by either party. The Management Agreement
requires BHC to reimburse Chris-Craft for certain expenses specifically relating
to BHC, including any bonus required to be paid by Chris-Craft to its Chief
Executive Officer, pursuant to his employment contract with Chris-Craft, that
arises out of extraordinary financial results of BHC, as well as any other
bonuses earned by Chris-Craft employees in connection with such income that are
approved by the Board of Directors of BHC. The cost of the last-to-die policies
on the lives of the Chief Executive Officer of Chris-Craft and his wife, which
policies are referred to under Executive Compensation, is shared between
Chris-Craft and BHC in the respective proportions of 15% and 85% until they
shall otherwise agree.
Since 1986, UTV has paid Chris-Craft a management fee at the rate of
$400,000 per year, primarily for the executive management services of certain
Chris-Craft senior officers. Beginning with 1994, UTV has also paid KCOP a
management fee ($1,750,000 in 1996) to reimburse KCOP for expenses incurred,
attributable to the compensation paid by KCOP to its executive and support staff
for the portion of their services which constitutes executive management
services to UTV. In addition, UTV pays Chris-Craft a total of $170,000 per year
in directors' fees otherwise payable to Chris-Craft directors and executive
officers. These arrangements are expected to continue.
A son of Lawrence R. Barnett, a director of Chris-Craft and UTV, is a
principal of the firm of Gipson Hoffman & Pancione, which performed legal
services for certain BHC subsidiaries during 1996 for fees aggregating $662,117,
and is expected to perform similar services during 1997.
RATIFICATION OF SELECTION OF AUDITORS
The stockholders are to take action upon ratification of the selection of
Price Waterhouse as auditors of BHC for its fiscal year ending December 31,
1997. Representatives of Price Waterhouse are expected to be present at the
meeting and will have the opportunity to make a statement if they desire to do
so and be available to respond to appropriate questions. Price Waterhouse was
the independent accountant for BHC for its fiscal year ended December 31, 1996.
If the selection of Price Waterhouse is not ratified, or prior to the next
annual meeting of stockholders such firm shall decline to act or otherwise
become incapable of acting, or if its engagement shall be otherwise discontinued
by the Board of Directors, the Board of Directors will appoint other independent
accountants whose selection for any period subsequent to the next annual meeting
will be presented for stockholder approval at such meeting.
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SUBMISSION OF STOCKHOLDER PROPOSALS
Stockholder proposals intended for inclusion in the proxy statement for the
next annual meeting must be received by BHC at its principal executive offices
by November 30, 1997.
BHC'S 1996 FORM 10-K ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION, EXCLUSIVE OF EXHIBITS, WILL BE MAILED WITHOUT CHARGE TO ANY
STOCKHOLDER ENTITLED TO VOTE AT THE MEETING, UPON WRITTEN REQUEST TO BRIAN C.
KELLY, SECRETARY, BHC COMMUNICATIONS, INC., 767 FIFTH AVENUE, NEW YORK, NEW YORK
10153.
By Order of the Board of Directors,
BRIAN C. KELLY, Secretary
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<PAGE> 15
BHC COMMUNICATIONS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
P
BRIAN C. KELLY and WILLIAM D. SIEGEL, and each of them, each with full
R power of substitution, hereby are authorized to vote, by a majority of
those or their substitutes present and acting at the meeting or, if
O only one shall be present and acting, then that one, all of the shares
of BHC Communications, Inc. that the undersigned would be entitled, if
X personally present, to vote at its 1997 annual meeting of stockholders
and at any adjournment thereof, upon such business as may properly
Y come before the meeting, including the items set forth on the reverse
side and in the notice of annual meeting and the proxy statement.
ELECTION OF DIRECTORS, NOMINEES:
JOHN L. EASTMAN AND WILLIAM D. SIEGEL
PLEASE COMPLETE, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY.
SEE REVERSE
SIDE
<PAGE> 16
/X/ Please mark votes
as in this example.
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
FOR ALL AUTHORITY WITHHELD
NOMINEES AS TO ALL NOMINEES
1. Election of
Directors (see / / / /
other side)
For, except vote withheld from the following
nominee(s):
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
FOR AGAINST ABSTAIN
2. Selection of Price Waterhouse LLP as / / / / / /
auditors.
NOTE: Please sign exactly as your name
appears hereon. If the named holder is a
corporation, partnership, or other
association, please sign its name and add
your name and title. When signing as
attorney, executor, administrator, trustee or
guardian, please also give your full title.
If shares are held jointly. EACH holder
should sign.
---------------------------------------------
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SIGNATURE(S) DATE
