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 September 30, 2000
----------------------------------
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 October 31, 2000 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.
<PAGE>
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BHC COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of dollars)
(UNAUDITED)
-------------------------------------
September 30, December 31,
2000 1999
------------ ------------
ASSETS
------
CURRENT ASSETS:
Cash and cash equivalents $ 257,103 $ 117,184
Marketable securities (substantially
all U.S. Government securities) 1,099,422 1,219,144
Accounts receivable, net 86,647 99,264
Film contract rights 106,831 111,819
Prepaid expenses and other current assets 50,194 49,429
------------ ------------
Total current assets 1,600,197 1,596,840
------------ ------------
INVESTMENTS 96,444 101,371
------------ ------------
FILM CONTRACT RIGHTS, less current portion 30,015 39,550
------------ ------------
PROPERTY AND EQUIPMENT, net 63,191 61,878
------------ ------------
INTANGIBLE ASSETS 407,938 417,420
------------ ------------
OTHER ASSETS 12,247 7,389
------------ ------------
$ 2,210,032 $ 2,224,448
============ ============
<PAGE>
LIABILITIES AND SHAREHOLDERS' INVESTMENT
----------------------------------------
CURRENT LIABILITIES:
Film contracts payable within one year $ 98,249 $ 102,737
Accounts payable and accrued expenses 109,051 108,435
Income taxes payable 24,373 38,696
------------ ------------
Total current liabilities 231,673 249,868
------------ ------------
FILM CONTRACTS PAYABLE AFTER ONE YEAR 79,766 84,372
------------ ------------
OTHER LONG-TERM LIABILITIES 2,939 15,176
------------ ------------
MINORITY INTEREST 174,624 160,550
------------ ------------
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 1,712,527 1,705,841
Accumulated other comprehensive income 8,278 8,416
------------ ------------
1,721,030 1,714,482
------------ ------------
$ 2,210,032 $ 2,224,448
============ ============
The accompanying notes to condensed consolidated financial statements
are an integral part of these statements.
<PAGE>
BHC COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands of dollars except per share data)
(UNAUDITED)
-----------------------------------------------
Three Months Nine Months
Ended September 30, Ended September 30,
-------------------- --------------------
2000 1999 2000 1999
--------- --------- --------- ---------
OPERATING REVENUES $ 119,090 $ 114,293 $ 373,355 $ 339,157
--------- --------- --------- ---------
OPERATING EXPENSES:
Television expenses
(2000 nine months
includes second quarter
$10 million write down
of programming) 56,423 53,253 175,645 158,295
Selling, general and
administrative 39,422 35,429 111,638 104,994
--------- --------- --------- ---------
95,845 88,682 287,283 263,289
--------- --------- --------- ---------
Operating income 23,245 25,611 86,072 75,868
--------- --------- --------- ---------
OTHER INCOME (EXPENSE):
Interest and other income 18,513 18,357 65,386 61,276
Equity loss and other
related to United
Paramount Network - (16,900) (35,696) (74,238)
--------- --------- --------- ---------
18,513 1,457 29,690 (12,962)
--------- --------- --------- ---------
Income before income
taxes and minority
interest 41,758 27,068 115,762 62,906
INCOME TAX PROVISION 18,200 10,800 50,400 25,100
--------- --------- --------- ---------
Income before minority
interest 23,558 16,268 65,362 37,806
MINORITY INTEREST (4,304) (4,526) (14,564) (13,366)
--------- --------- --------- ---------
Net income $ 19,254 $ 11,742 $ 50,798 $ 24,440
========= ========= ========= =========
Earnings per share:
Basic $ .86 $ .52 $ 2.26 $ 1.09
========= ========= ========= =========
Diluted $ .85 $ .52 $ 2.25 $ 1.08
========= ========= ========= =========
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)
-----------------------------------------------
Nine Months
Ended September 30,
-----------------------
2000 1999
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 50,798 $ 24,440
Adjustments to reconcile net income to net
cash provided from operating activities:
Film contract payments (79,300) (76,212)
Film contract amortization 74,365 69,435
Programming write down 10,000 -
Depreciation and other amortization 18,091 16,410
Equity loss and other related to United
Paramount Network 35,696 74,238
Minority interest 14,564 13,366
Other (9,901) (10,473)
Changes in assets and liabilities:
Accounts receivable 12,617 (1,966)
Other assets (9,213) (3,415)
Accounts payable and other liabilities 1,699 3,280
Income taxes (30,147) (1,940)
---------- ----------
Net cash provided from
operating activities 89,269 107,163
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Disposition of marketable securities, net 139,546 29,073
Investment in United Paramount Network (25,875) (75,950)
Station acquisitions (includes $57,521 of
intangibles in 1999) - (61,358)
Other investments (9,053) (17,798)
Capital expenditures, net (9,913) (12,318)
Other (12) (10)
---------- ----------
Net cash provided from (used in)
investing activities 94,693 (138,361)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of special dividend (45,023) (22,512)
Capital transactions of subsidiary 980 (485)
---------- ----------
Net cash used in financing activities (44,043) (22,997)
---------- ----------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 139,919 (54,195)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 117,184 201,175
---------- ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 257,103 $ 146,980
========== ==========
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 (80.0% at September 30, 2000) subsidiary of Chris-Craft
Industries, Inc., operates ten television stations, three wholly owned and
seven owned by United Television, Inc. (UTV), 57.9% owned by BHC at
September 30, 2000. 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 September 30, 2000, BHC's marketable securities consisted of U.S.
Government securities, which had a cost of $1,028,958,000 and a fair value
of $1,029,075,000, and equity securities, which had a cost of $55,750,000
and a fair value of $70,347,000. The difference between aggregate cost
and fair value of $14,714,000 ($8,278,000, 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 eleven
months.
At December 31, 1999, BHC's marketable securities consisted of U.S.
Government securities, which had a cost of $1,149,089,000 and a fair value
of $1,146,604,000, and equity securities, which had a cost of $54,126,000
and a fair value of $72,540,000. The difference between aggregate cost
and fair value of $15,929,000 ($8,416,000, 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. On March 31, 2000, BHC sold its
remaining 50% interest in UPN to Viacom for $5 million, after Viacom
triggered the "buy-sell" provision of the companies' partnership
agreement. As a result of the sale, BHC has no further ownership interest
in the network or obligation to fund UPN's operations.
UPN had been organized as a partnership, and BHC accounted for its
partnership interest under the equity method. The carrying value of such
interest totalled $9,821,000 at December 31, 1999, and is included in
Investments in the accompanying condensed consolidated balance sheet.
Equity loss and other related to United Paramount Network in the
accompanying income statements totalled $35,696,000 for the nine months
ended September 30, 2000 and includes equity loss in UPN of $22,574,000,
loss on sale of BHC's interest in UPN of $11,347,000, and related expenses
of $1,775,000.
UPN's condensed statements of operations, insofar as reflected in
BHC's financial statements, are as follows (in thousands):
Three Months Nine months
Ended September 30, Ended September 30,
------------------- --------------------
2000 1999 2000 1999
-------- -------- --------- ---------
Operating revenues $ - $ 31,615 $ 36,535 $ 94,987
Operating expenses - 65,749 81,964 244,475
-------- -------- --------- ---------
Operating loss - (34,134) (45,429) (149,488)
Other income, net - 335 281 1,012
-------- -------- --------- ---------
Net loss $ - $(33,799) $ (45,148) $(148,476)
======== ======== ========= =========
4. SHAREHOLDERS' INVESTMENT:
As of September 30, 2000, 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, 10,000 shares of which are held by Chris-Craft. At
September 30, 2000, 185,497 shares of Class A common stock remain
authorized for purchase. In January 2000, BHC's Board of Directors
declared a special cash dividend of $2.00 per share on BHC's Class A and
Class B common stock. The dividend, totalling $45.0 million, was paid in
February 2000.
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 in the first nine months of 1999,
proceeds to UTV of $2,977,000 and $2,297,000 in the first nine months of
2000 and 1999, 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:
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 Nine months
Ended September 30, Ended September 30,
------------------ ------------------
2000 1999 2000 1999
-------- -------- -------- --------
Net income $ 19,254 $ 11,742 $ 50,798 $ 24,440
Other comprehensive income
(loss), net of taxes and
minority interest 169 (2,518) (138) 755
-------- -------- -------- --------
Comprehensive income $ 19,423 $ 9,224 $ 50,660 $ 25,195
======== ======== ======== ========
6. COMMITMENTS AND CONTINGENCIES:
Commitments of BHC's television stations for film contracts entered
into but not available for broadcasting at September 30, 2000 aggregated
approximately $337.0 million, including $113.8 million applicable to UTV.
In April 1999, a jury awarded damages totalling $7.3 million
(approximately $8.6 million including interest and legal fees through
September 2000) 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 have filed an appeal, which is expected to be
heard in late 2000. 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.
UTV remains obligated for possible future consideration relating to
the 1999 purchase of WRBW in Orlando, Florida, of up to $25 million.
7. EARNINGS PER SHARE:
Computations of earnings per share are as follows (in thousands of
dollars except per share amounts):
<PAGE>
Three Months Nine months
Ended September 30, Ended September 30,
----------------------- ----------------------
BASIC: 2000 1999 2000 1999
------ ---------- ---------- ---------- ----------
Weighted average common
shares outstanding 22,511,605 22,511,605 22,511,605 22,511,605
========== ========== ========== ==========
Net income $ 19,254 $ 11,742 $ 50,798 $ 24,440
========== ========== ========== ==========
Basic earnings per share $ .86 $ .52 $ 2.26 $ 1.09
========== ========== ========== ==========
DILUTED:
--------
Weighted average
common shares outstanding 22,511,605 22,511,605 22,511,605 22,511,605
========== ========== ========== ==========
Net income $ 19,254 $ 11,742 $ 50,798 $ 24,440
Dilution of UTV net income
from UTV stock options (28) (12) (65) (54)
---------- ---------- ---------- ----------
$ 19,226 $ 11,730 $ 50,733 $ 24,386
========== ========== ========== ==========
Diluted earnings per share $ .85 $ .52 $ 2.25 $ 1.08
========== ========== ========== ==========
8. PROPOSED MERGER:
As reported in BHC's Current Report on Form 8-K, dated August 23,
2000, Chris-Craft, BHC, and UTV have each agreed to be acquired by The
News Corporation Limited ("News Corp.") for consideration consisting of
cash and News Corp. preferred American depositary shares. Subject to
limitations set forth in the respective merger agreements, Chris-Craft,
BHC and UTV stockholders may elect to receive the consideration as all
cash, all stock or a combination thereof. Consummation of each
transaction is subject to stockholder approval, receipt of Federal
Communications Commission and other regulatory approvals, and satisfaction
of other customary conditions. Chris-Craft has agreed to vote its BHC
stock in favor of the acquisition of BHC by News Corp. and BHC has agreed
to vote its UTV stock in favor of the acquisition of UTV by News Corp.
The parties anticipate that the transactions will be completed in the
first half of 2001.
<PAGE>
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 $1.36 billion at September 30,
2000, and BHC has no debt outstanding. BHC invested significant funds in
United Paramount Network from UPN's inception in 1994 until March 31,
2000, when BHC sold its remaining 50% interest in the network.
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 $4.9 million in the nine month period ended September 30,
2000 and by $6.8 million in the corresponding 1999 period), and is
dependent upon the mix of programs aired and payment terms of the
stations' contracts. Additionally, station operating income for the first
nine months of 2000 included a non-cash $10 million programming write
down. Reflecting such amounts, broadcast cash flow in the first nine
months of 2000 increased 25%, while station earnings increased 11%, 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 increased to $1.36 billion
at September 30, 2000 from $1.34 billion at December 31, 1999. Such $20.2
million increase reflects nine month operating cash flow of $89.3 million,
which was partially offset by final UPN net funding totalling $25.9
million and the payment by BHC of a special dividend totalling $45.0
million.
A $2.00 per share special cash dividend, aggregating $45.0 million,
was paid in February 2000. Special cash dividends of $1.00 per share were
paid in each of the previous three years.
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 for a total cost of $516.5 million.
No additional shares have been purchased by BHC since December 31, 1998
and at September 30, 2000, 185,497 Class A common shares remained
authorized for purchase. From January 1, 1998 through December 31, 1999,
UTV purchased 76,900 of its common shares for a total cost of $7.8
million. No additional shares have been purchased by UTV during the first
nine months of 2000, and 721,249 shares remain authorized for purchase.
In July 1994, BHC, along with Viacom Inc.'s Paramount Television
Group, formed UPN, a broadcast television network that 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. Since then, BHC and Viacom shared equally in UPN
losses and funding requirements through March 31, 2000.
On March 31, 2000, BHC sold its remaining 50% interest in UPN to
Viacom for $5 million, after Viacom triggered the "buy-sell" provision of
the companies' partnership agreement. The $11.3 million pretax loss on
the sale, together with BHC's final share of UPN's losses, were reflected
in BHC's 2000 first quarter operating results. BHC has no remaining
financial obligation to UPN.
BHC's television stations make commitments for programming that will
not be available for telecasting until future dates. At September 30,
2000, commitments for such programming totalled approximately $337.0
million, including $113.8 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 September 30,
2000 were not material. BHC stations are continuing the process of
converting to digital television (DTV). The conversion requires the
purchase of digital transmitting equipment to telecast over newly assigned
frequencies. This conversion is expected to take a number of years and
will be subject to competitive market conditions. BHC expects that its
expenditures for 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.
As reported in BHC's Current Report on Form 8-K, dated August 23,
2000, Chris-Craft, BHC, and UTV have each agreed to be acquired by The
News Corporation Limited ("News Corp.") for consideration consisting of
cash and News Corp. preferred American depositary shares. Subject to
limitations set forth in the respective merger agreements, Chris-Craft,
BHC and UTV stockholders may elect to receive the consideration as all
cash, all stock or a combination thereof. Consummation of each
transaction is subject to stockholder approval, receipt of Federal
Communications Commission and other regulatory approvals, and satisfaction
of other customary conditions. Chris-Craft has agreed to vote its BHC
stock in favor of the acquisition of BHC by News Corp. and BHC has agreed
to vote its UTV stock in favor of the acquisition of UTV by News Corp.
The parties anticipate that the transactions will be completed in the
first half of 2001.
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 September 30, 2000 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 $ 1,028,958 $ 1,029,075
Equity securities $ 55,750 $ 70,347
Results of Operations
---------------------
BHC net income in the third quarter of 2000 totalled $19,254,000, or
$.86 per share ($.85 per share diluted), compared to net income in last
year's third quarter of $11,742,000, or $.52 per share ($.52 per share
diluted). The increase in net income primarily reflects the elimination
of losses attributable to BHC's former interest in United Paramount
Network, which was sold in the first quarter of 2000.
For the first nine months of 2000, BHC net income totalled
$50,798,000, or $2.26 per share ($2.25 per share diluted), compared to net
income of $24,440,000, or $1.09 per share ($1.08 per share diluted), in
last year's comparable period. The increase in year to date earnings
reflects the positive impact of the UPN sale, as well as higher operating
income, partially offset by a $10 million programming write down recorded
in the second quarter.
Operating revenues at BHC's television station group rose 4%, to a
third quarter record $116,591,000 from the prior year's $111,901,000.
However, station earnings declined 4% to $31,871,000, from last year's
$33,243,000, primarily due to an 11% increase in programming expenses.
Operating income, which additionally reflects non-broadcasting operations
and corporate office expenses of BHC and UTV, declined 9% to $23,245,000,
from $25,611,000, and includes $1.9 million of expenses associated with
the expected acquisition by News Corporation of BHC and BHC's 57.9% owned
subsidiary, United Television, Inc.
The second quarter $10 million write down adjusted to net carrying
value certain programming rights uniquely acquired in 1994 in connection
with the start-up of UPN. Unlike typical syndicated programming
commitments, the commitment to purchase this program was made before the
initial airing of the program on UPN, and the write down followed our
initial telecasts of the syndicated program in its ultimate time period
during the second quarter.
Station operating revenues for the first nine months of 2000 rose 10%,
to a record $365,848,000 from $332,228,000 in 1999, and same station
revenues rose 8%. Station group earnings increased 11%, to $107,106,000
from $96,314,000, and rose 22%, to a nine month record $117,106,000
excluding the write down recorded in the second quarter. Operating income
in the period, excluding the write down increased 27% to a nine month
record $96,072,000, and including the write down, rose 13%, to $86,072,000
from 1999's $75,868,000.
Interest and other income, which consists mostly of amounts earned on
cash and marketable securities holdings, increased slightly to $18,513,000
in the third quarter from $18,357,000 last year. Interest and other
income totalled $65,386,000 in the nine month period, compared to
$61,276,000 last year.
Minority interest reflects the interest of shareholders other than
BHC in the net income of UTV, 57.9% and 58.4% owned by BHC at September
30, 2000 and 1999, respectively.
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 1. LEGAL PROCEEDINGS
-----------------
Between August 14 and 21, 2000, various purported stockholders of
BHC filed complaints in the Delaware Court of Chancery entitled Gissen v.
BHC, et al., Civil Action No. 18209; Piven v. BHC, et al., Civil Action
No. 18211; Voege v. Siegel, et al., Civil Action No. 18210; Stubbe v. BHC,
et al., Civil Action No. 18217; and Rand v. BHC, et al., Civil Action No.
18229 (which we collectively refer to as the "BHC lawsuits"). During the
same period, various purported stockholders of United Television filed
complaints in the Delaware Court of Chancery entitled Pyenson v. UTV, et
al., Civil Action No. 18222; Malamud v. UTV, et al., Civil Action No.
18218; and Rand v. UTV, et al., Civil Action No. 18235 (which we
collectively refer to as the "United Television lawsuits" and, together
with the BHC actions, as the "Delaware actions"). The Delaware actions
assert claims against Chris-Craft, United Television, BHC, and various of
their officers and directors, alleging, among other things, that Chris-
Craft and/or BHC and the individual defendants engaged in self-dealing
with respect to the BHC and/or United Television mergers. The Delaware
actions seek class action certification and injunctive relief against
Chris-Craft, BHC and United Television mergers, or, in the alternative, to
obtain rescission of the mergers or rescissory damages, and other relief.
On September 25, 2000, the court entered an order of consolidation,
consolidating the BHC lawsuits as In re BHC Communications, Inc.
Shareholders Litigation, Civil Action No. 18209 and directing the
plaintiffs to file a consolidated amended complaint. On October 2, 2000,
the court entered an order of consolidation, consolidating the United
Television lawsuits as In re United Television, Inc. Shareholders
Litigation, Civil Action No. 18218 and directing that the complaint filed
in Malamud v. UTV, Civil Action No. 18218, shall be deemed the operative
complaint in the consolidated action.
Chris-Craft, BHC and United Television believe that the Delaware
actions are without merit and intend to defend them vigorously.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K.
---------------------------------
(a) The following exhibits are filed herewith:
Exhibit No. Description
----------- -----------
27 Financial Data Schedule
(b) The registrant filed a report on Form 8-K on August 23, 2000
reporting on item numbers 5 and 7.
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
Senior Vice President and Treasurer
(Principal Accounting Officer)
Date: November 14, 2000
EXHIBIT INDEX
Incorporated by
Reference to: Exhibit No. Exhibit
------------- ----------- -------
27 Financial Data Schedule
