Page 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(MARK ONE)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
----------------------------------
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 1-10342
-------------------------------
BHC COMMUNICATIONS, INC.
------------------------
(Exact name of Registrant as specified in its charter)
Delaware 59-2104168
- ------------------------------ --------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
767 Fifth Avenue, New York, New York 10153
- ------------------------------------ ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 421-0200
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
-------- --------
As of July 31, 1998 there were 4,515,405 shares of the issuer's
Class A Common Stock outstanding and 18,000,000 shares of the
issuer's Class B Common Stock outstanding.
<PAGE>
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<TABLE>
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BHC COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of dollars)
(UNAUDITED)
-------------------------------------
<CAPTION>
June 30, December 31,
1998 1997
------------ ------------
<S> <C> <C>
ASSETS
- ------
CURRENT ASSETS:
Cash and cash equivalents $ 203,963 $ 282,504
Marketable securities (substantially
all U.S. Government securities) 1,158,501 1,204,776
Accounts receivable, net 87,952 86,198
Film contract rights 52,189 95,859
Prepaid expenses and other current assets 40,288 44,533
------------ ------------
Total current assets 1,542,893 1,713,870
------------ ------------
INVESTMENTS 70,343 47,594
------------ ------------
FILM CONTRACT RIGHTS, less current portion 20,073 26,118
------------ ------------
PROPERTY AND EQUIPMENT, net 46,939 45,180
------------ ------------
INTANGIBLE ASSETS 376,002 303,827
------------ ------------
OTHER ASSETS 6,555 5,899
------------ ------------
$ 2,062,805 $ 2,142,488
============ ============
<FN>
The accompanying notes to condensed consolidated financial statements
are an integral part of these statements.
</TABLE>
<PAGE>
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<TABLE>
BHC COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of dollars)
(UNAUDITED)
-------------------------------------
<CAPTION>
June 30, December 31,
1998 1997
------------ ------------
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' INVESTMENT
- ----------------------------------------
CURRENT LIABILITIES:
Film contracts payable within one year $ 77,929 $ 98,033
Accounts payable and accrued expenses 72,457 87,768
Income taxes payable 43,389 28,129
----------- ------------
Total current liabilities 193,775 213,930
----------- ------------
FILM CONTRACTS PAYABLE AFTER ONE YEAR 50,888 70,934
----------- ------------
OTHER LIABILITIES 15,272 17,197
----------- ------------
MINORITY INTEREST 129,805 115,473
----------- ------------
SHAREHOLDERS' INVESTMENT:
Class A common stock - par value $.01 per share;
authorized 200,000,000 shares; outstanding
5,026,108 shares 50 50
Class B common stock - par value $.01 per share;
authorized 200,000,000 shares; outstanding
18,000,000 shares 180 180
Retained earnings 1,719,161 1,723,402
Treasury stock, at cost (62,539) (6,627)
Increase to reflect marketable securities
at fair value 16,213 7,949
------------ ------------
1,673,065 1,724,954
------------ ------------
$ 2,062,805 $ 2,142,488
============ ============
<FN>
The accompanying notes to condensed consolidated financial statements
are an integral part of these statements.
</TABLE>
<PAGE>
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<TABLE>
BHC COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands of dollars except per share data)
(UNAUDITED)
-----------------------------------------------
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
-------------------- --------------------
1998 1997 1998 1997
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
OPERATING REVENUES $ 120,500 $ 118,835 $ 220,075 $ 219,953
--------- --------- --------- ---------
OPERATING EXPENSES:
Television expenses 52,185 51,853 103,324 102,824
Selling, general and administrative 33,946 33,401 68,995 66,056
--------- --------- --------- ---------
86,131 85,254 172,319 168,880
--------- --------- --------- ---------
Operating income 34,369 33,581 47,756 51,073
--------- --------- --------- ---------
OTHER INCOME (EXPENSE):
Interest and other income 18,742 20,632 38,796 40,640
Equity in United Paramount
Network loss (22,471) (16,404) (42,381) (34,302)
Gain on change of ownership in
United Paramount Network - - - 152,224
--------- --------- --------- ---------
(3,729) 4,228 (3,585) 158,562
--------- --------- --------- ---------
Income before income taxes
and minority interest 30,640 37,809 44,171 209,635
INCOME TAX PROVISION 11,100 15,200 16,000 83,900
--------- --------- --------- ---------
Income before minority interest 19,540 22,609 28,171 125,735
MINORITY INTEREST (4,943) (5,191) (7,576) (8,827)
--------- --------- --------- ---------
Net income $ 14,597 $ 17,418 $ 20,595 $ 116,908
========= ========= ========= =========
Earnings per share:
Basic $ .65 $ .74 $ .91 $ 4.97
========= ========= ========= =========
Diluted $ .64 $ .74 $ .90 $ 4.96
========= ========= ========= =========
</TABLE>
The accompanying notes to condensed consolidated financial statements
are an integral part of these statements.
<PAGE>
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<TABLE>
BHC COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of dollars)
(UNAUDITED)
-----------------------------------------------
<CAPTION>
Six Months
Ended June 30,
------------------------
1998 1997
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 20,595 $ 116,908
Adjustments to reconcile net income to net cash
provided from operating activities:
Film contract payments (50,642) (47,734)
Film contract amortization 41,455 46,523
Prepaid broadcast rights - 17,051
Depreciation and other amortization 10,707 9,565
Equity in United Paramount Network loss 42,381 34,302
Gain on change of ownership in United
Paramount Network - (152,224)
Minority interest 7,576 8,827
Other (1,233) 975
Changes in assets and liabilities:
Accounts receivable (1,754) 1,338
Other assets (1,444) (4,670)
Accounts payable and other liabilities 3,600 (3,391)
Income taxes 7,031 38,742
----------- -----------
Net cash provided from operating activities 78,272 66,212
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Station acquisition (includes $77,712 of intangibles) (80,280) -
Distribution from United Paramount Network - 116,261
Disposition (purchase) of marketable securities, net 61,143 (47,744)
Investment in United Paramount Network (44,250) (2,850)
Other investments (21,770) (3,159)
Capital expenditures, net (4,358) (4,306)
Other (15) (30)
----------- -----------
Net cash (used in) provided from
investing activities (89,530) 58,172
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of special dividend (22,738) (23,599)
Purchases of treasury stock (38,860) (43,924)
Capital transactions of subsidiary (5,685) (1,852)
----------- -----------
Net cash used in financing activities (67,283) (69,375)
----------- -----------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (78,541) 55,009
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 282,504 146,751
----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 203,963 $ 201,760
=========== ===========
<FN> The accompanying notes to condensed consolidated financial statements
are an integral part of these statements.
</TABLE>
<PAGE>
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BHC COMMUNICATIONS, INC.
-----------------------
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------
1. PRINCIPLES OF CONSOLIDATION:
The accompanying condensed consolidated financial statements
include the accounts of BHC Communications, Inc. and its subsidiaries.
BHC, a majority owned (79.9% at June 30, 1998) subsidiary of Chris-
Craft Industries, Inc., operates nine television stations, three
wholly owned and six owned by United Television, Inc. (UTV), 58.6%
owned by BHC at June 30, 1998. The interest of UTV shareholders other
than BHC in the net income and net assets of UTV is set forth as
minority interest in the accompanying condensed consolidated
statements of income and condensed consolidated balance sheets,
respectively. Intercompany accounts and transactions have been
eliminated.
The financial information included herein has been prepared by
BHC, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. However,
BHC believes that the disclosures herein are adequate to make the
information presented not misleading. It is suggested that these
condensed consolidated financial statements be read in conjunction
with the financial statements and the notes thereto included in BHC's
latest annual report on Form 10-K. The information furnished reflects
all adjustments (consisting only of normal recurring adjustments)
which are, in the opinion of management, necessary for a fair
statement of the results for the interim periods. The results for
these interim periods are not necessarily indicative of results to be
expected for the full year, due to seasonal factors, among others.
Certain prior year amounts have been restated to conform with the 1998
presentation.
2. MARKETABLE SECURITIES:
In accordance with Statement of Financial Accounting Standards
(SFAS) No. 115, "Accounting for Certain Investments in Debt and Equity
Securities", BHC classifies its marketable securities as available-
for-sale.
At June 30, 1998, BHC's marketable securities, which consisted
substantially of U.S. Government securities, had a cost of
$1,131,658,000 and a fair value of $1,158,501,000. The difference of
$26,843,000 ($16,213,000, net of income taxes and minority interest)
is reflected as an increase to shareholders' investment in the
accompanying condensed consolidated balance sheet. Of the
investments in U.S. Government securities, 100% mature within one
year.
At December 31, 1997, BHC's marketable securities, which
consisted substantially of U.S. Government securities, had a cost of
<PAGE>
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$1,191,173,000 and a fair value of $1,204,776,000. The difference of
$13,603,000 ($7,949,000, net of income taxes and minority interest) is
reflected as an increase to shareholders' investment in the
accompanying condensed consolidated balance sheet.
3. UNITED PARAMOUNT NETWORK:
In July 1994, BHC, along with Viacom Inc.'s Paramount Television
Group, formed the United Paramount Network, a fifth broadcast
television network which premiered in January 1995. BHC owned 100% of
UPN from its inception through January 15, 1997, when Viacom completed
the exercise of its option to acquire a 50% interest in UPN. The
purchase price included $155 million in cash (an amount equal to one-
half of BHC's aggregate cash contributions to UPN through the exercise
date, plus interest), additional cash available for ongoing UPN
expenditures, as well as a non-cash contribution of UPN development
costs previously incurred by Viacom. UPN distributed $116,261,000 to
BHC pursuant to the option exercise, and BHC recorded a net pretax
gain on the exercise of $152,224,000 in the first quarter of 1997.
BHC and Viacom now share equally in UPN funding requirements and in
UPN losses.
UPN has been organized as a partnership, and BHC accounts for its
partnership interest under the equity method. The carrying value of
such interest totalled $2,981,000 at June 30, 1998 and $1,112,000 at
December 31, 1997, and is included in Investments in the accompanying
condensed consolidated balance sheets. UPN is still in its early
development and is expected to continue to incur significant start-up
losses and to require significant funding for the next several years.
However, BHC believes that the funds from the Viacom option exercise
will substantially offset its aggregate UPN funding for 1997 and 1998.
UPN's condensed statements of operations are as follows (in
thousands):
Three Months Six Months
Ended June 30, Ended June 30,
------------------- -------------------
1998 1997 1998 1997
--------- --------- --------- ---------
Operating revenues* $ 26,593 $ 17,228 $ 47,796 $ 32,909
Operating expenses* 71,987 50,449 133,357 97,965
--------- --------- --------- ---------
Operating loss (45,394) (33,221) (85,561) (65,056)
Other income, net 451 412 798 1,114
--------- --------- --------- ---------
Net loss $ (44,943)$ (32,809) $ (84,763)$ (63,942)
========= ========= ========= =========
* With respect to certain of its programming, through August 31,
1997 UPN derived no revenue and incurred no programming expense.
4. SHAREHOLDERS' INVESTMENT:
As of June 30, 1998, there were outstanding 18,000,000 shares of
Class B common stock, all held by Chris-Craft, and 4,515,405 shares of
<PAGE>
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Class A common stock, after reflecting as treasury stock 510,703 Class
A common shares purchased by BHC during 1998, including 226,503 shares
from UTV. At June 30, 1998, 189,297 shares of Class A common stock
remain authorized for purchase. In January 1998, BHC's Board of
Directors declared a special cash dividend of $1.00 per share on BHC's
Class A and Class B common stock. The dividend, totalling $22.7
million, was paid in February 1998.
Capital transactions of subsidiary, as set forth in the
accompanying condensed consolidated statements of cash flows, reflect
purchases by UTV of its common shares totalling $7,010,000 and
$2,430,000 in the first six months of 1998 and 1997, respectively, and
proceeds to UTV of $3,259,000 and $2,511,000 in the first six months
of 1998 and 1997, respectively, from the exercise of stock options.
5. COMPREHENSIVE INCOME:
Effective January 1, 1998, BHC adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income." Other
comprehensive income (loss) includes only unrealized gains and losses
on marketable securities classified as available-for-sale (see Note
2), net of a reclassification adjustment for gains included in net
income. Comprehensive income is as follows (in thousands):
Three Months Six Months
Ended June 30, Ended June 30,
-------------------- --------------------
1998 1997 1998 1997
--------- --------- --------- ---------
Net income $ 14,597 $ 17,418 $ 20,595 $ 116,908
Other comprehensive income
(loss), net of taxes and
minority interest (921) 4,399 8,264 752
--------- --------- --------- ---------
Comprehensive income $ 13,676 $ 21,817 $ 28,859 $ 117,660
========= ========= ========= =========
6. COMMITMENTS:
Commitments of BHC's television stations for film contracts
entered into but not available for broadcasting at June 30, 1998
aggregated approximately $292.9 million, including $95.4 million
applicable to UTV. BHC also has a remaining commitment to invest over
time up to $24.8 million, of which $14.8 million is to be invested in
management buyout limited partnerships, including $11.0 million
applicable to UTV.
BHC expects to make significant expenditures developing UPN. See
Note 3.
In 1997, UTV signed a definitive agreement to purchase the assets
of UHF television station WRBW in Orlando, Florida, for approximately
$60 million and possible future consideration. The acquisition is
subject to FCC approval and other conditions in the agreement.
<PAGE>
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7. EARNINGS PER SHARE:
Computations of earnings per share are as follows (in thousands
of dollars except per share amounts):
Three Months Six Months
Ended June 30, Ended June 30,
--------------------- ----------------------
1998 1997 1998 1997
---------- ---------- ---------- -----------
BASIC:
- ------
Weighted average common
shares outstanding 22,626,901 23,399,380 22,713,218 23,529,461
========== ========== ========== ===========
Net income $ 14,597 $ 17,418 $ 20,595 $ 116,908
========== ========== ========== ===========
Basic earnings per share $ .65 $ .74 $ .91 $ 4.97
========== ========== ========== ===========
DILUTED:
- --------
Weighted average common
shares outstanding 22,626,901 23,399,380 22,713,218 23,529,461
========== ========== ========== ===========
Net income $ 14,597 $ 17,418 $ 20,595 $ 116,908
Dilution of UTV
net income from UTV
stock options (32) (43) (50) (86)
---------- ---------- ---------- -----------
$ 14,565 $ 17,375 $ 20,545 $ 116,822
========== ========== ========== ===========
Diluted earnings
per share $ .64 $ .74 $ .90 $ 4.96
========== ========== ========== ===========
<PAGE>
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BHC COMMUNICATIONS, INC.
------------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
--------------------------------------------
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
------------------------------------------------
Liquidity and Capital Resources
- -------------------------------
BHC's financial position is strong and highly liquid. Cash and
marketable securities totalled $1.36 billion at June 30, 1998, and BHC
has no debt outstanding. BHC has expended significant funds
developing United Paramount Network since UPN's inception in 1994, but
cash flow provided from BHC's operating activities has exceeded such
BHC funding of UPN.
BHC's operating cash flow is generated primarily by its core
television station group. Broadcast cash flow reflects station
operating income plus depreciation and film contract amortization less
film contract payments. The relationship between film contract
payments and related amortization may vary greatly between periods
(payments exceeded amortization by $9.2 million in the first six
months of 1998 and by $1.2 million in the corresponding 1997 period),
and is dependent upon the mix of programs aired and payment terms of
the stations' contracts. Reflecting such amounts, broadcast cash flow
in the first six months of 1998 declined 15%, while station earnings
declined only 3%, as explained below. Although broadcast cash flow is
often used in the broadcast television industry as an ancillary
measure, it is not synonymous with operating cash flow computed in
accordance with generally accepted accounting principles, and should
not be considered alone or as a substitute for measures of performance
computed in accordance with generally accepted accounting principles.
BHC's cash flow additionally reflects earnings associated with its
cash and marketable securities, which balances declined to $1.36
billion at June 30, 1998, from $1.49 billion at December 31, 1997.
Such decline primarily reflects the $80.3 million television station
acquisition, described below, as well as treasury stock purchases and
the payment of a special dividend. Operating cash flow for the first
six months of 1998 rose to $78.3 million from $66.2 million, despite
the decline in broadcast cash flow, primarily because the 1997 amount
includes income tax payments related to the UPN distribution described
below (the distribution is reported as a cash flow from investing
activities).
A special cash dividend of $1.00 per share, aggregating $22.7 million,
was paid in February 1998. A similar $1.00 per share special
dividend, aggregating $23.6 million, was paid by BHC in February 1997.
BHC plans to consider annually the payment of a special dividend.
Since April 1990, BHC's Board of Directors has authorized the purchase
of up to 7,081,087 Class A common shares. Through June 30, 1998,
6,891,790 shares were purchased, including 226,503 shares from UTV,
for a total cost of $516.1 million, including $62.5 million in 1998.
From 1993 through June 30, 1998, UTV purchased 1,454,376 of its common
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shares at an aggregate cost of $94.1 million, of which $7.0 million
was expended in the first six months of 1998, and, at June 30, 1998,
729,649 UTV shares remained authorized for purchase.
In January 1998, UTV purchased the assets of UHF television station
WHSW, Channel 24, in Baltimore, Maryland for $80.3 million in cash.
The station's call letters were changed to WUTB and the station became
a UPN affiliate. UTV has signed a definitive agreement to purchase
the assets of WRBW in Orlando, Florida, for approximately $60 million
and possible future consideration. UTV expects to use a portion of
available cash and marketable securities balances to complete this
transaction, which is subject to Federal Communications Commission
approval, as well as satisfaction of certain conditions. BHC intends
to further expand its operations in the media, entertainment and
communications industries and to explore business opportunities in
other industries. BHC believes it is capable of raising significant
additional capital to augment its already substantial financial
resources, if desired, to fund such additional expansion.
In July 1994, BHC, along with Viacom Inc.'s Paramount Television
Group, formed UPN, a fifth broadcast television network which
premiered in January 1995. BHC owned 100% of UPN from its inception
through January 15, 1997, when Viacom completed the exercise of its
option to acquire a 50% interest in UPN. The purchase price included
$155 million in cash (an amount equal to one-half of BHC's aggregate
cash contributions to UPN through the exercise date, plus interest),
additional cash available for ongoing UPN expenditures, as well as a
non-cash contribution of UPN development costs previously incurred by
Viacom. UPN distributed $116.3 million to BHC following the closing
and BHC recorded a net pretax gain of $152.2 million on the
transaction in the first quarter of 1997. BHC and Viacom now share
equally in UPN losses and funding requirements. UPN, still in its
early development, incurred start-up losses of $170.2 million in 1997,
$146.3 million in 1996 and $129.3 million in 1995, and is expected for
the next several years to continue to incur substantial start-up
losses and to require significant funding. BHC funding of UPN
totalled $44.3 million in the first six months of 1998.
BHC's television stations make commitments for programming that will
not be available for telecasting until future dates. At June 30,
1998, commitments for such programming totalled approximately $292.9
million, including $95.4 million applicable to UTV. BHC also has a
remaining commitment to invest over time up to $24.8 million, of which
$14.8 million is to be invested in management buyout limited
partnerships, including $11.0 million applicable to UTV. BHC capital
expenditures generally have not been material in relation to its
financial position, and the related capital expenditure commitments at
June 30, 1998 (including any related to UPN) were not material. BHC
currently expects that during 1998 some of its stations will begin
converting to digital television. This conversion will require the
purchase of digital transmitting equipment to telecast over newly
assigned frequencies. This conversion is expected to take place over
a number of years and will proceed as market conditions require. BHC
expects that its expenditures for UPN, future film contract
commitments and capital requirements for its present business,
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including the cost to convert to digital television, will be satisfied
primarily from operations, marketable securities or cash balances.
Results of Operations
- ---------------------
BHC net income in the second quarter of 1998 declined to $14,597,000,
or $.65 per share ($.64 per share diluted),compared to net income in
last year's period of $17,418,000, or $.74 per share ($.74 per share
diluted). A 2% increase in operating income and a reduction in BHC's
effective income tax rate were more than offset by an increase in
BHC's share of United Paramount Network start-up losses.
Net income for the first six months of 1998 also declined, to
$20,595,000, or $.91 per share ($.90 per share diluted), from net
income in last year's corresponding period of $116,908,000, or $4.97
per share ($4.96 per share diluted), primarily reflecting the 1997
first quarter gain of $152,224,000 recorded on the transaction with
Viacom set forth above through which BHC reduced its UPN ownership
interest to its current 50% from 100%.
Weighted average common shares outstanding declined to 22,627,000 from
23,399,000 in the second quarter, and to 22,713,000 from 23,529,000 in
the six month period, reflecting purchases by BHC of its Class A
common shares.
Second quarter operating income increased 2%, to $34,369,000 from
$33,581,000, even though earnings at BHC's core television station
group declined slightly, to $40,017,000 from $40,694,000. That small
decline was more than offset by a $1.8 million increase in earnings at
BHC's production subsidiaries. Station operating revenues increased
1%, to $118,007,000 from $116,501,000, primarily due to WUTB, our
recently acquired Baltimore station.
Operating income for the first six months of 1998 declined 6%, to
$47,756,000 from $51,073,000, primarily reflecting lower station
earnings and WUTB goodwill amortization. Station earnings for the
period declined 3%, to $60,241,000 from $62,244,000 last year, mainly
due to the year to date loss at WUTB. Station operating revenues for
the first six months of 1998 were virtually unchanged, $215,631,000
compared to last year's $215,744,000.
UPN's loss widened in 1998, due in part to mid-season launch costs.
BHC's 50% share of such loss, which is recorded under the equity
method of accounting, was $22,471,000 in the second quarter, compared
to last year's $16,404,000, and totalled $42,381,000 in the six month
period, compared to last year's $34,302,000.
Interest and other income, which consists mostly of amounts earned on
cash and marketable securities holdings, totalled $18,742,000 in the
second quarter, compared to $20,632,000 last year, and totalled
$38,796,000 in the six month period, compared to $40,640,000 last
year.
<PAGE>
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BHC's effective income tax rate declined to 36% in 1998 from 40% in
1997, reflecting the recognition of certain income tax credits.
Minority interest reflects the interest of shareholders other than BHC
in the net income of UTV, 59% owned by BHC at June 30, 1998 and June
30, 1997.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
------------------------------------------------------------------
Not applicable.
<PAGE>
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BHC COMMUNICATIONS, INC.
------------------------
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
----------------------------------------------------
The following matters were submitted to a vote of security
holders at the Registrant's annual meeting of stockholders which was
held on May 4, 1998.
The following were elected directors, each receiving the number
of votes set opposite his name:
Broker
For Withheld Non-votes
--- -------- ---------
Barry S. Greene 183,878,827 92,661 -0-
Morgan L. Miller 183,917,334 54,154 -0-
John C. Siegel 183,880,041 91,447 -0-
The selection of Price Waterhouse LLP as BHC's auditors for the
current year was ratified by the following vote:
Broker
For Against Abstain Non-votes
--- ------- ------- ---------
183,955,853 4,908 10,727 -0-
Item 5. Other Information
-----------------
The persons named on the form of proxy to be mailed in connection
with the solicitation of proxies on behalf of the Registrant's Board
of Directors for the Registrant's 1999 annual stockholders meeting
will vote in their own discretion on any matter as to which the
Registrant shall not have received notice by February 10, 1999.
Item 6. Exhibits and Reports on Form 8-K.
---------------------------------
(a) The following exhibits are filed herewith:
Exhibit No. Description
----------- -----------
27 Financial Data Schedule
(b) No report on Form 8-K was filed during the quarter for which
this report is filed.
<PAGE>
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SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
BHC COMMUNICATIONS, INC.
------------------------
(Registrant)
By: /s/ JOELEN K. MERKEL
-----------------------------
Joelen K. Merkel
Vice President and Treasurer
(Principal Accounting Officer)
Date: August 12, 1998
<PAGE>
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EXHIBIT INDEX
Incorporated by
Reference to: Exhibit No. Exhibit
- ------------- ----------- -------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL
INFORMATION EXTRACTED FROM 10Q DATED
JUNE 30, 1998 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
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