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, 1999
----------------------------------
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, 1999 there were 4,511,605 shares of the issuer's Class
A Common Stock outstanding and 18,000,000 shares of the issuer's Class
B Common Stock outstanding.
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BHC COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of dollars)
(UNAUDITED)
-------------------------------------
June 30, December 31,
1999 1998
------------ ------------
ASSETS
- ------
CURRENT ASSETS:
Cash and cash equivalents $ 182,871 $ 201,175
Marketable securities (substantially
all U.S. Government securities) 1,188,130 1,202,070
Accounts receivable, net 90,917 85,252
Film contract rights 46,091 99,883
Prepaid expenses and other current assets 44,426 37,952
------------ ------------
Total current assets 1,552,435 1,626,332
------------ ------------
INVESTMENTS 81,764 67,299
------------ ------------
FILM CONTRACT RIGHTS, less current portion 15,932 23,619
------------ ------------
PROPERTY AND EQUIPMENT, net 49,461 48,847
------------ ------------
INTANGIBLE ASSETS 364,801 370,394
------------ ------------
OTHER ASSETS 8,142 6,110
------------ ------------
$ 2,072,535 $ 2,142,601
============ ============
LIABILITIES AND SHAREHOLDERS' INVESTMENT
- ----------------------------------------
CURRENT LIABILITIES:
Film contracts payable within one year $ 73,830 $ 96,595
Accounts payable and accrued expenses 72,708 93,253
Income taxes payable 34,502 36,955
------------ ------------
Total current liabilities 181,040 226,803
------------ ------------
FILM CONTRACTS PAYABLE AFTER ONE YEAR 38,972 62,050
------------ ------------
OTHER LONG-TERM LIABILITIES 15,434 17,545
------------ ------------
MINORITY INTEREST 147,303 139,876
------------ ------------
COMMITMENTS AND CONTINGENCIES (NOTE 6)
SHAREHOLDERS' INVESTMENT:
Class A common stock - par value $.01
per share; authorized 200,000,000 shares;
outstanding 4,511,605 shares 45 45
Class B common stock - par value $.01
per share; authorized 200,000,000
shares; outstanding 18,000,000 shares 180 180
Retained earnings 1,666,162 1,675,976
Accumulated other comprehensive income 23,399 20,126
------------ ------------
1,689,786 1,696,327
------------ ------------
$ 2,072,535 $ 2,142,601
============ ============
The accompanying notes to condensed consolidated financial statements
are an integral part of these statements.
BHC COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands of dollars except per share data)
(UNAUDITED)
-----------------------------------------------
Three Months Six Months
Ended June 30, Ended June 30,
-------------------- --------------------
1999 1998 1999 1998
--------- --------- --------- ---------
OPERATING REVENUES $ 118,369 $ 120,500 $ 224,864 $ 220,075
--------- --------- --------- ---------
OPERATING EXPENSES:
Television expenses 53,501 52,185 105,042 103,324
Selling, general and
administrative 34,842 33,946 69,565 68,995
--------- --------- --------- ---------
88,343 86,131 174,607 172,319
--------- --------- --------- ---------
Operating income 30,026 34,369 50,257 47,756
--------- --------- --------- ---------
OTHER INCOME (EXPENSE):
Interest and other income 24,173 18,742 42,919 38,796
Equity in United Paramount
Network loss (27,188) (22,471) (57,338) (42,381)
--------- --------- --------- ---------
(3,015) (3,729) (14,419) (3,585)
--------- --------- --------- ---------
Income before income taxes
and minority interest 27,011 30,640 35,838 44,171
INCOME TAX PROVISION 10,800 11,100 14,300 16,000
--------- --------- --------- ---------
Income before minority
interest 16,211 19,540 21,538 28,171
MINORITY INTEREST (5,493) (4,943) (8,840) (7,576)
--------- --------- --------- ---------
Net income $ 10,718 $ 14,597 $ 12,698 $ 20,595
========= ========= ========= =========
Earnings per share:
Basic $ .48 $ .65 $ .56 $ .91
========= ========= ========= =========
Diluted $ .47 $ .64 $ .56 $ .90
========= ========= ========= =========
The accompanying notes to condensed consolidated financial statements
are an integral part of these statements.
BHC COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of dollars)
(UNAUDITED)
-----------------------------------------------
Six Months
Ended June 30,
-----------------------
1999 1998
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 12,698 $ 20,595
Adjustments to reconcile net income to net
cash provided from operating activities:
Film contract payments (50,302) (50,642)
Film contract amortization 47,943 41,455
Depreciation and other amortization 10,665 10,707
Equity in United Paramount Network loss 57,338 42,381
Minority interest 8,840 7,576
Other (8,294) (1,233)
Changes in assets and liabilities:
Accounts receivable (5,665) (1,754)
Other assets (6,912) (1,444)
Accounts payable and other liabilities (2,359) 3,600
Income taxes 1,196 7,031
---------- ----------
Net cash provided from
operating activities 65,148 78,272
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Disposition of marketable securities, net 18,627 61,143
Investment in United Paramount Network (59,950) (44,250)
Station acquisition (includes $77,712
of intangibles) - (80,280)
Other investments (12,542) (21,770)
Capital expenditures, net (5,686) (4,358)
Other (7) (15)
---------- ----------
Net cash used in investing activities (59,558) (89,530)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of special dividend (22,512) (22,738)
Purchase of treasury stock - (38,860)
Capital transactions of subsidiary (1,382) (5,685)
---------- ----------
Net cash used in financing activities (23,894) (67,283)
---------- ----------
NET DECREASE IN CASH AND CASH EQUIVALENTS (18,304) (78,541)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 201,175 282,504
---------- ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 182,871 $ 203,963
========== ==========
The accompanying notes to condensed consolidated financial statements
are an integral part of these statements.
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 (79.96% at June 30, 1999) subsidiary of Chris-Craft
Industries, Inc., operates nine television stations, three wholly owned and
six owned by United Television, Inc. (UTV), 58.5% owned by BHC at June 30,
1999. 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.
2. MARKETABLE SECURITIES:
All of BHC's marketable securities have been categorized as available-
for-sale and are carried at fair market value. Since marketable securities
are available for current operations, all are included in current assets.
At June 30, 1999, BHC's marketable securities consisted of U.S.
Government securities, which had a cost of $1,081,428,000 and a fair value
of $1,080,541,000, and equity securities, which had a cost of $68,070,000
and a fair value of $107,589,000. The difference between aggregate cost and
fair value of $38,632,000 ($23,399,000, 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, all mature within one year.
At December 31, 1998, BHC's marketable securities consisted of U.S.
Government securities, which had a cost of $1,093,744,000 and a fair value
of $1,095,373,000, and equity securities, which had a cost of $74,670,000
and a fair value of $106,697,000. The difference between aggregate cost and
fair value of $33,656,000 ($20,126,000, 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 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. 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 $3,227,000 at June 30, 1999 and $615,000 at December 31,
1998, and is included in Investments in the accompanying condensed
consolidated balance sheets. UPN is still in its development and is
expected to continue to incur significant start-up losses and to require
significant funding for the next several years.
UPN's condensed statements of operations are as follows (in thousands):
Three Months Six Months
Ended June 30, Ended June 30,
------------------- -------------------
1999 1998 1999 1998
-------- -------- --------- ---------
Operating revenues $ 32,918 $ 26,593 $ 63,372 $ 47,796
Operating expenses 87,662 71,987 178,726 133,357
-------- -------- --------- ---------
Operating loss (54,744) (45,394) (115,354) (85,561)
Other income, net 367 451 677 798
-------- -------- --------- ---------
Net loss $(54,377) $(44,943) $(114,677) $ (84,763)
======== ======== ========= =========
4. SHAREHOLDERS' INVESTMENT:
As of June 30, 1999, there were outstanding 18,000,000 shares of Class
B common stock, all held by Chris-Craft, and 4,511,605 shares of Class A
common stock. At June 30, 1999, 185,497 shares of Class A common stock
remain authorized for purchase. In January 1999, 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 $22.5 million, was paid in
February 1999.
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 $828,000 and $7,010,000 in the first six months
of 1999 and 1998, respectively, proceeds to UTV of $1,400,000 and $3,259,000
in the first six months of 1999 and 1998, respectively, from the exercise of
stock options, and UTV's $.50 per share dividend in both periods, adjusted
for intercompany eliminations and minority interest.
5. COMPREHENSIVE INCOME:
Effective January 1, 1998, BHC adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income." Other
comprehensive income includes only unrealized gains and losses on marketable
securities classified as available-for-sale (see Note 2), net of a
reclassification adjustment for gains (losses) included in net income.
Comprehensive income is as follows (in thousands):
Three Months Six Months
Ended June 30, Ended June 30,
------------------ ------------------
1999 1998 1999 1998
-------- -------- -------- --------
Net income $ 10,718 $ 14,597 $ 12,698 $ 20,595
Other comprehensive income
(loss), net of taxes and
minority interest 265 (921) 3,273 8,264
-------- -------- -------- --------
Comprehensive income $ 10,983 $ 13,676 $ 15,971 $ 28,859
========= ======== ======== ========
6. COMMITMENTS AND CONTINGENCIES:
Commitments of BHC's television stations for film contracts entered
into but not available for broadcasting at June 30, 1999 aggregated
approximately $368.5 million, including $98.5 million applicable to UTV.
BHC also has a remaining commitment to invest over time up to $28.5 million,
of which $17.8 million is in investment limited partnerships, including
$14.0 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. See Note 9.
In April 1999, a jury awarded damages totalling $7.3 million (excluding
interest and legal fees which are not expected to be material) to a former
WWOR employee who filed suit alleging discrimination by the station. The
station and its counsel believe the award to be unjustified, and intend to
appeal. The judgement is not yet final, and it is not possible to
reasonably estimate the amount, if any, which ultimately will be paid.
Accordingly, no amount has been reserved in BHC's financial statements
relating to this matter.
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,
----------------------- ----------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
BASIC:
- ------
Weighted average
common shares
outstanding 22,511,605 22,626,901 22,511,605 22,713,218
========== ========== ========== ==========
Net income $ 10,718 $ 14,597 $ 12,698 $ 20,595
========== ========== ========== ==========
Basic earnings
per share $ .48 $ .65 $ .56 $ .91
========== ========== ========== ==========
DILUTED:
- --------
Weighted average
common shares
outstanding 22,511,605 22,626,901 22,511,605 22,713,218
========== ========== ========== ==========
Net income $ 10,718 $ 14,597 $ 12,698 $ 20,595
Dilution of UTV net
income from UTV
stock options (32) (32) (42) (50)
---------- ---------- ---------- ----------
$ 10,686 $ 14,565 $ 12,656 $ 20,545
========== ========== ========== ==========
Diluted earnings
per share $ .47 $ .64 $ .56 $ .90
========== ========== ========== ==========
8. SEGMENT REPORTING:
BHC has one reportable segment, the Television Division, which is
reported in the consolidated financial statements. UPN, which is accounted
for on the equity method, is also considered a reportable segment under SFAS
131, "Disclosures about Segments of an Enterprise and Related Information."
However, all required segment information relating to UPN is included in
Note 3.
9. SUBSEQUENT EVENT:
In July 1999, UTV completed the acquisition of the assets of UHF
television station WRBW in Orlando, Florida, for $60 million plus a net
amount of $8,174,000 related to the purchase of receivables, assumption of
programming obligations and other adjustments. The purchase price was paid
from working capital. UTV remains obligated for possible future
consideration relating to the purchase of up to $25 million.
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 continues to be strong and highly liquid.
Cash and marketable securities totalled $1.37 billion at June 30, 1999, 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 $2.4 million
in the six month period ended June 30, 1999 and by $9.2 million in the
corresponding 1998 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 1999 increased 17%, while
station earnings increased 5%, 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 slightly, to $1.37
billion at June 30, 1999, from $1.40 billion at December 31, 1998. Such
$32.2 million decline was incurred despite six month operating cash flow of
$65.1 million, primarily due to UPN funding and the payment of a special
dividend.
A special $1.00 per share cash dividend, aggregating $22.5 million, was
paid in February 1999. Similar dividends were paid in February 1998 and
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 December 31, 1998,
6,895,590 shares were purchased, including 226,503 shares in 1998 from
United Television, Inc., BHC's 58.5% owned subsidiary, for a total cost of
$516.5 million. During the three year period ended December 31, 1998, UTV
expended $42.6 million acquiring its own common shares, and 729,649 UTV
shares remained authorized for purchase at that date. No additional such
shares were acquired by BHC during the first six months of 1999, and UTV
expended $.8 million acquiring its own common shares during that period.
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. In 1997, UTV signed a definitive agreement to purchase the
assets of UHF television station WRBW, Channel 65, in Orlando, Florida. The
acquisition was completed in July 1999 for $60 million plus a net amount of
$8,174,000 related to the purchase of receivables, assumption of programming
obligations and other adjustments. The purchase price was paid from working
capital. UTV remains obligated for possible future consideration relating
to the purchase of up to $25 million. 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 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. BHC and Viacom now share equally in UPN losses and funding
requirements. UPN, still in its development, incurred start-up losses of
$177.2 million in 1998, $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 $60 million in the first six months of
1999.
BHC's television stations make commitments for programming that will
not be available for telecasting until future dates. At June 30, 1999,
commitments for such programming totalled approximately $368.5 million,
including $98.5 million applicable to UTV. BHC also has a remaining
commitment to invest over time up to $28.5 million, of which $17.8 million
is in investment limited partnerships, including $14.0 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, 1999 (including any related to UPN) were not material. During
1998, BHC stations began converting to digital television (DTV). The
conversion will require the purchase of digital transmitting equipment to
telecast over newly assigned frequencies. In April 1999, KBHK in San
Francisco became the first of the BHC stations to make the initial
conversion to DTV signal transmission. This conversion is expected to take
a number of years and will be subject to competitive market conditions. BHC
expects that its expenditures for UPN, future film contract commitments and
capital requirements for its present business, including the cost to convert
to DTV, will be satisfied primarily from operations, marketable securities
or cash balances.
BHC, which completed an assessment of its year 2000 issues in 1998,
believes that the total estimated compliance cost is immaterial. BHC
expects to have completed all remediation efforts, including third party
systems testing, by September 30, 1999. BHC continues to believe that such
issues will not have a material effect on its business, results of
operations or financial condition.
Quantitative and Qualitative Disclosures about Market Risk
- ----------------------------------------------------------
BHC is subject to certain market risk relating to its marketable
securities holdings, which are all held for other than trading purposes.
The table below provides information as of June 30, 1999 about the U.S.
Government securities which are subject to interest rate sensitivity and the
equity securities which are subject to equity market sensitivity.
(in thousands)
Cost Fair Value
---- ----------
U.S. Government securities $ 1,081,428 $ 1,080,541
Equity securities $ 68,070 $ 107,589
Results of Operations
- ---------------------
BHC net income in the second quarter of 1999 totalled $10,718,000, or
$.48 per share ($.47 per share diluted), compared to net income in last
year's second quarter of $14,597,000, or $.65 per share ($.64 per share
diluted). Lower earnings at our core television station group and higher
start-up losses at UPN, which is 50% owned by BHC, were only partially
offset by increased interest and other income.
For the first six months of 1999, BHC net income totalled $12,698,000,
or $.56 per share ($.56 per share diluted), compared to net income of
$20,595,000, or $.91 per share ($.90 per share diluted), in last year's
comparable period. The decline in year to date earnings mostly reflects
higher UPN losses.
Weighted average common shares outstanding declined to 22,512,000 from
22,627,000 in the quarter, and to 22,512,000 from 22,713,000 in the six
month period, reflecting our purchases last year of BHC Class A common
shares.
Station group earnings in the second quarter declined 9%, to
$36,372,000 from last year's $40,017,000, as station operating revenues fell
2%, to $115,904,000 from $118,007,000, and station operating expenses rose
2%. Operating income accordingly declined 13%, to $30,026,000 from
$34,369,000 last year.
For the first six months of 1999, station group earnings increased 5%,
to $63,071,000 from $60,241,000, mainly due to approximately $4.8 million of
copyright royalties, of which $4.3 million was recorded in the first
quarter, paid to our New York station, WWOR, for prior years, when certain
of its programming was carried on distant cable systems. Station operating
revenues for the six months, including the royalty payments, rose 2%, to
$220,327,000 from $215,631,000. Reflecting the increase in station group
earnings, operating income in the period increased 5%, to $50,257,000 from
$47,756,000.
Interest and other income, which consists mostly of amounts earned on
cash and marketable securities holdings, rose to $24,173,000 in the second
quarter from $18,742,000 last year, due mostly to marketable security gains,
which offset a decline in interest income. Interest and other income
totalled $42,919,000 in the six month period, compared to $38,796,000 last
year.
UPN's losses have widened in 1999 due to the expansion of the network's
prime time schedule to five weekday evenings this year from three last year,
ratings declines and expenses related to cancelled programs. BHC's 50%
share of UPN's losses rose to $27,188,000 from $22,471,000 in the second
quarter, and to $57,338,000 from $42,381,000 in the six month period.
BHC's effective income tax rate rose to approximately 40% in the 1999
periods from approximately 36% in the 1998 periods, primarily reflecting the
realization in 1998 of certain income tax benefits.
Minority interest reflects the interest of shareholders other than BHC
in the net income of UTV, 58.5% owned by BHC at June 30, 1999 and 58.6%
owned by BHC at June 30, 1998.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
----------------------------------------------------------
The information appearing in Management's Discussion and Analysis under
the caption "Quantitative and Qualitative Disclosures about Market Risk" is
incorporated herein by this reference.
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,
1999.
The following were elected directors, each receiving the number of
votes set opposite his or her name:
Broker
For Withheld Non-votes
--- -------- ---------
Laurence M. Kashdin 183,732,850 62,214 -0-
Joelen K. Merkel 183,733,413 61,651 -0-
Herbert J. Siegel 183,733,297 61,767 -0-
The selection of PricewaterhouseCoopers LLP as BHC's auditors for the
current year was ratified by the following vote:
Broker
For Against Abstain Non-votes
--- ------- ------- ---------
183,762,684 25,135 7,245 -0-
tem 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.
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 13, 1999
EXHIBIT INDEX
Incorporated by
Reference to: Exhibit No. Exhibit
- ------------- ----------- -------
27 Financial Data Schedule
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<LEGEND> THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED
FROM 10Q DATED JUNE 30, 1999 AND
IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL
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<EPS-BASIC> .56
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</TABLE>
