<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
[BHC COMMUNICATIONS, INC. LETTERHEAD]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 15, 2000
To the Stockholders of
BHC COMMUNICATIONS, INC.:
The annual meeting of the stockholders of BHC Communications, Inc. ("BHC")
will be held at Little America Hotel & Towers, 500 South Main Street, Salt Lake
City, Utah 84101, on May 15, 2000, 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 PricewaterhouseCoopers LLP
("PricewaterhouseCoopers") as auditors of BHC for the year ending December
31, 2000.
(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 20, 2000 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 Salt Lake City television station,
KTVX, 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
April 5, 2000
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 15, 2000 and at any adjournment thereof. April 5,
2000 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 20, 2000, the record date for the meeting, BHC had outstanding
and entitled to vote 4,511,605 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.
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
15, 2000 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 15,
2000 meeting, is set forth below:
<TABLE>
<CAPTION>
AGE, HAS SERVED
OTHER POSITIONS WITH BHC, PRINCIPAL OCCUPATION FEBRUARY 29, AS DIRECTOR
NAME AND CERTAIN OTHER DIRECTORSHIPS 2000 SINCE
---- ---------------------------------------------- ------------ -----------
<S> <C> <C> <C>
NOMINEES FOR THREE-YEAR TERM
John L. Eastman........ Partner, Eastman & Eastman, New York City law firm; 60 1989
Director, United Television, Inc. ("UTV")(1)
William D. Siegel...... President; Executive Vice President and Director, 45 1981
Chris-Craft Industries, Inc. ("Chris-Craft")(2)
INCUMBENT DIRECTORS -- TWO-YEAR REMAINING TERM
Laurence M. Kashdin.... Consultant; Retired Senior Vice 52 1977
President -- Finance
and Controller, Chris-Craft
Joelen K. Merkel....... Vice President and Treasurer; Senior Vice President 48 1993
and Treasurer, Chris-Craft
Herbert J. Siegel...... Chairman of the Board; Chairman of the Board and 71 1977
President, Chris-Craft; Director, UTV
INCUMBENT DIRECTORS -- ONE-YEAR REMAINING TERM
Barry S. Greene........ Consultant; Retired Senior Vice President, General 53 1977
Counsel and Secretary, Chris-Craft
Morgan L. Miller....... Vice Chairman, National Spinning Company, Inc. 76 1989
John C. Siegel......... Executive Vice President and Director, Chris-Craft; 47 1981
Chairman of the Board, UTV
</TABLE>
- ---------------
(1) UTV is a majority owned (80.0% at February 29, 2000) 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. 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 auditing 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 1999. Its members are Messrs. Eastman and
Miller.
The Compensation Committee determines and certifies whether performance
goals with respect to performance-based bonus compensation for Evan C Thompson
and other terms of his employment agreement are satisfied. It also considers
bonus compensation for other BHC executives. The Committee's members are Messrs.
Eastman and Miller. The Committee held one meeting during 1999.
BHC's Board of Directors held five meetings during 1999.
2
<PAGE> 5
VOTING SECURITIES OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The management of BHC has been informed that, as of February 29, 2000, 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 29, 2000, 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
---------------- --------- --------
<S> <C> <C>
John L. Eastman............................................. -- --
Barry S. Greene............................................. -- --
Laurence M. Kashdin......................................... 74 *
Joelen K. Merkel(1)......................................... 200 *
Morgan L. Miller............................................ 100 *
Herbert J. Siegel........................................... 229 *
John C. Siegel.............................................. -- --
William D. Siegel(2)........................................ 540 *
All BHC directors and executive officers as a group,
including those named above (10 persons)(3)............... 1,143 *
Capital Research and Management Company and American
Variable Insurance Series -- Growth Fund(4)............... 404,850 9.0%
333 South Hope Street, 55th Floor, Los Angeles, CA 90071
Chris-Craft Industries, Inc.(5)............................. 18,010,000 80.0%
767 Fifth Avenue, New York, NY 10153
FMR Corp., Edward C. Johnson 3d, and Abigail P. Johnson..... 435,783 9.7%
82 Devonshire Street, Boston, MA 02109(6)
Gabelli Funds, LLC, Gabelli International Limited, GAMCO
Investors, Inc., and Mario J. Gabelli(7).................... 374,421 8.3%
One Corporate Center, Rye, NY 10580
Private Capital Management,
Inc., Bruce S. Sherman, and SPS Partners, L.P.(8)......... 1,135,799 25.2%
3003 Tamiami Trail N., Naples, FL 34103
</TABLE>
- ---------------
* Less than 1%.
(1) Shares are owned jointly with the director's husband.
(2) Ownership includes 309 shares held in the Chris-Craft Profit Sharing Plan,
of which William D. Siegel, another BHC executive officer, and another
Chris-Craft director are Trustees.
(3) Includes shares referred to in Note 2. 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.
(4) Voting power is disclaimed as to 118,661 shares. Information is furnished in
reliance on Amendment No. 2 to Schedule 13G of the named owners dated
February 10, 2000, filed with the SEC.
(5) 18,000,000 shares of Class B Common Stock (100% of the class) owned by
Chris-Craft.
(6) Voting power is disclaimed as to 146,927 shares. Information is furnished in
reliance on Amendment No. 1 to Schedule 13G of the named owners dated
February 14, 2000, filed with the SEC.
(7) Voting power is disclaimed as to 8,000 shares. Information is furnished in
reliance on Amendment No. 35 to Schedule 13D of the named owners dated
January 3, 2000, filed with the SEC.
(8) Voting power is disclaimed as to 1,108,548 shares, and investment power is
shared as to 1,133,348 shares.
3
<PAGE> 6
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............... -- -- 46,737 * 120,646 *
Laurence M. Kashdin........... 50 * 62,878 * 94,324 *
Joelen K. Merkel(5)........... -- -- 24,043 * 109,000 *
Morgan L. Miller(6)........... -- -- 7,818 * 11,729 *
Herbert J. Siegel(7).......... 142,569 60.8% 4,872,845 43.2% 6,886,706 21.0%
John C. Siegel(8)............. -- -- 866,136 10.9% 1,605,830 6.0%
William D. Siegel(8).......... -- -- 650,158 8.2% 793,871 3.0%
All BHC directors and
executive officers as a
group, including those named
above (10 persons)(9)....... 142,619 60.9% 7,124,741 63.2% 11,003,514 31.0%
</TABLE>
- ---------------
* Less than 1%.
(1) Each share of Chris-Craft $1.40 Convertible Preferred Stock is convertible
into 11.62760 shares of Chris-Craft Common Stock and 23.25520 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 34.88280 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, 1999, the Trustee of the Chris-Craft/UTV Employees' Stock
Purchase Plan (the "Stock Purchase Plan") held 285,883 shares of Chris-Craft
Class B Common Stock and 674,684 shares of Chris-Craft Common Stock
(representing 3.6% and 2.6% of the outstanding shares of the respective
classes at February 29, 2000). A committee appointed by the Board of
Directors of Chris-Craft to administer the Stock Purchase Plan, comprised of
John C. Siegel, another Chris-Craft director and another Chris-Craft
executive officer, is empowered to direct voting of the shares held by the
Trustee under that plan. The numbers of shares set forth in the table with
respect to each named executive officer other than John C. Siegel include,
with respect to the Stock Purchase Plan, only shares vested at December 31,
1999. The numbers of shares set forth in the table with respect to John C.
Siegel and all directors and executive officers as a group include all
shares held in the Stock Purchase Plan as of December 31, 1999. If, at
February 29, 2000, the Chris-Craft Class B Common Stock held in the Stock
Purchase Plan at December 31, 1999 had been converted, and the Chris-Craft
Common Stock issuable upon such conversion had been added to the Chris-Craft
Common Stock then held in the plan, the shares of Chris-Craft Common Stock
held in the plan would represent 3.7% 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.
(Notes continued on next page)
4
<PAGE> 7
(5) Ownership includes 39,483 shares of Chris-Craft 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 347,781 shares of Chris-Craft Common Stock issuable
pursuant to a currently exercisable stock option and excludes 72,057 shares
of Chris-Craft Class B Common Stock owned by Mr. Siegel's wife and 37,711
shares of Chris-Craft Class B Common Stock held by her as trustee.
(8) Ownership includes 58,365 shares of Chris-Craft Common Stock issuable
pursuant to currently exercisable stock options.
(9) Ownership includes all shares held in the Stock Purchase Plan as of December
31, 1999 (see Note 2); all other shares reflected in the table with respect
to directors and named executive officers, 623,762 shares of Chris-Craft
Class B Common Stock, and 752,184 shares of Chris-Craft Common Stock,
including currently exercisable options to purchase 290,216 shares of
Chris-Craft Common Stock, beneficially owned by Evan C Thompson and 39,483
shares of Chris-Craft Common Stock issuable pursuant to currently
exercisable stock options held by an executive officer of BHC not named in
the table; and 3,836 shares of Chris-Craft Common Stock held by the Evan C
Thompson Foundation. Of the shares held in the Stock Purchase Plan, 114,059
shares of Chris-Craft Class B Common Stock and 540,751 shares of Chris-Craft
Common Stock were held for the accounts of employees other than executive
officers of BHC.
III. BENEFICIAL OWNERSHIP OF UTV COMMON STOCK
<TABLE>
<CAPTION>
NUMBER PERCENT
BENEFICIAL OWNER OF SHARES OF CLASS
---------------- --------- --------
<S> <C> <C>
John L. Eastman(1).......................................... 11,500 *
Barry S. Greene............................................. -- --
Laurence M. Kashdin......................................... -- --
Joelen K. Merkel............................................ -- --
Morgan L. Miller............................................ -- --
Herbert J. Siegel........................................... -- --
John C. Siegel(2)........................................... 220,070 2.3%
William D. Siegel........................................... -- --
All BHC directors and executive officers as a group,
including those named above (10 persons)(3)............... 275,321 2.9%
</TABLE>
- ---------------
* Less than 1%.
(1) Ownership includes 11,000 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 2000 annual meeting of
stockholders.
(2) As of December 31, 1999, (a) the Trustee of the Stock Purchase Plan held
209,070 shares of UTV Common Stock (representing 2.2% of the outstanding
shares at February 29, 2000), 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 29, 2000). The Trustees under the
UTV Profit Sharing Plan are empowered to vote and dispose of the shares held
by that plan. John C. Siegel, Evan C Thompson, and another executive officer
of UTV are the Trustees of the UTV Profit Sharing Plan. The numbers of
shares set forth in the table with respect to John C. Siegel and all BHC
directors and executive officers as a group include all shares held in the
Stock Purchase Plan and the UTV Profit Sharing Plan as of December 31, 1999.
(3) Includes the shares referred to in Note 2 and 25,000 shares owned by Evan C
Thompson.
5
<PAGE> 8
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 3 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
---------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION AT CHRIS-CRAFT YEAR SALARY ($) BONUS ($) OPTIONS(#) COMPENSATION($)
- ------------------------------------------ ---- ---------- --------- ---------- ---------------
<S> <C> <C> <C> <C> <C>
Herbert J. Siegel...................... 1999 1,067,414 2,513,700 -- 1,023,509(2)
Chairman of the Board 1998 1,050,604 2,133,810 -- 1,154,186
and President 1997 1,033,043 2,124,300 -- 1,222,257
Joelen K. Merkel....................... 1999 432,607 250,000 268,449 137,463(3)
Senior Vice President 1998 334,215 250,000 -- 92,429
and Treasurer 1997 324,480 220,000 -- 126,035
John C. Siegel......................... 1999 719,155 600,000* 425,099 218,833(4)
Executive Vice President 1998 590,190 600,000 -- 147,212
1997 900,000* -- 300,143
573,000
William D. Siegel...................... 1999 719,155 600,000** 425,099 218,484(5)
Executive Vice President 1998 590,190 600,000 -- 146,872
1997 1,500,000** -- 374,728
573,000
Evan C Thompson........................ 1999 1,067,414 2,139,280 475,099 778,893(6)
Executive Vice President 1998 1,050,604 1,727,100 -- 798,577
and President, Television Division 1997 1,033,043 1,950,060 -- 1,166,215
</TABLE>
- ---------------
* Includes for 1999 $600,000 and for 1997 $500,000 paid by a BHC subsidiary.
** Includes for 1999 $600,000 and for 1997 $1,100,000 paid by a BHC subsidiary.
(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 Chris-Craft
Benefit Equalization Plan in lieu of contributions and forfeiture
allocations, of $343,728 with respect to the Chris-Craft Profit Sharing
Plan; also includes $61,804 reported as income of the named individual with
respect to premiums paid on "split-dollar" life insurance policies and
$617,977 credited to a deferred compensation account.
(3) Reflects Chris-Craft contributions, or accruals under the Chris-Craft
Benefit Equalization Plan in lieu of contributions and forfeiture
allocations, of $47,870 with respect to the Stock Purchase Plan and $63,760
with respect to the Chris-Craft Profit Sharing Plan; also includes $25,833
credited to a deferred compensation account.
(4) Reflects Chris-Craft contributions, or accruals under the Chris-Craft
Benefit Equalization Plan in lieu of contributions and forfeiture
allocations, of $63,464 with respect to the Stock Purchase Plan and $90,786
with respect to the Chris-Craft Profit Sharing Plan; also includes $64,583
credited to a deferred compensation account.
(5) Reflects Chris-Craft contributions, or accruals under the Chris-Craft
Benefit Equalization Plan in lieu of contributions and forfeiture
allocations, of $63,115 with respect to the Stock Purchase Plan and $90,786
with respect to the Chris-Craft Profit Sharing Plan; also includes $64,583
credited to a deferred compensation account.
(6) Reflects Chris-Craft contributions, or accruals under the Chris-Craft
Benefit Equalization Plan in lieu of contributions and forfeiture
allocations, of $215,765 with respect to the Stock Purchase Plan and
$282,229 with respect to the Chris-Craft Profit Sharing Plan; also includes
$280,899 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.
7
<PAGE> 10
Chris-Craft entered into employment agreements with Herbert J. Siegel and
Evan C Thompson, as of January 1, 1994.
The employment agreement with Herbert J. Siegel provides for his continued
service as Chris-Craft's Chief Executive Officer for a term ending December 31,
2000. Annual base salary is currently $1,096,234, subject to adjustment ("COLA
adjustment"), to reflect consumer price level increases. Deferred compensation,
currently in the amount of $634,662 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.
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.
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 his
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, plus an amount equal to the mean performance bonuses theretofore paid
to him multiplied by the number of years remaining in the employment term. If
Mr. Siegel dies during the employment term, his 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 for each fiscal year of
his employment equal to 1 1/2% of the amount by which Chris-Craft "Pre-tax
Income" exceeds $36,000,000. "Pre-tax Income" means Chris-Craft income before
provision for income taxes and minority interest, as reported in Chris-Craft's
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 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.
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<PAGE> 11
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. 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, as amended in 1999, provides for his
continued service with Chris-Craft until December 31, 2004. Annual base salary
is currently $1,096,234, subject to COLA adjustment, and deferred compensation
is currently $575,000, subject to COLA adjustment, plus any other current
compensation that would not be deductible pursuant to Section 162(m) of the
Code. Chris-Craft will match, cumulatively, up to $100,000 of Mr. Thompson's
charitable contributions during each year of the employment term, in addition to
matching his contributions under any other charitable gift matching program of
Chris-Craft or any Chris-Craft subsidiary.
Mr. Thompson is entitled to a bonus 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.
Following the employment term, through May 31, 2007, Mr. Thompson is to
provide Chris-Craft up to 240 hours per year of consulting services, for a fee
of $250,000 per year, subject to COLA adjustment from December 31, 1993. During
the consulting term, Mr. Thompson is entitled to the same medical and health
benefits that Chris-Craft provides its senior executives. During the employment
term and consulting term, Mr. Thompson may not compete with Chris-Craft.
Mr. Thompson is entitled to terminate the employment term (i) on one year's
notice or (ii) on 30 days' notice if (a) he is not continued in the positions he
currently holds with Chris-Craft or UTV, (b) Chris-Craft reduces the authority,
responsibilities, prerogatives or benefits to which Mr. Thompson is entitled
under his employment agreement or (c) Chris-Craft otherwise materially breaches
the agreement. If Mr. Thompson terminates the employment term pursuant to clause
(ii) above, or Chris-Craft terminates the employment term other than for cause
or disability, Chris-Craft must pay him a lump sum equal to the sum of (a) the
base salary and deferred compensation to which he would have been entitled
through the contractual employment term and the highest performance bonus paid
to him in the preceding five years, (b) all consulting fees that would have been
payable, without any COLA adjustment, plus (c) a prorated bonus for the year in
which the termination occurs.
If Mr. Thompson dies during the employment term, Chris-Craft will pay his
estate over the 12 months following his death an amount equal to the mean annual
compensation (including bonus) for the three fiscal
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<PAGE> 12
years ended before his death; if Chris-Craft terminates his employment due to
disability, Chris-Craft will pay him monthly through the date that the
employment term otherwise would have ended at a rate equal to one half of Mr.
Thompson's mean annual compensation for the three fiscal years ended before his
disability. Chris-Craft will pay the consulting fee to Mr. Thompson's estate
until the earlier of one year from the date of death or the end of the
consulting term, and, if the consulting term is terminated on account of his
disability, Chris-Craft will pay him through the end of the consulting term at a
rate equal to one-half the consulting fee.
During 1999, Chris-Craft entered employment agreements with five executives
including Messrs. John Siegel and William Siegel and Mrs. Merkel, substantively
similar to Mr. Thompson's employment agreement, as amended, except as follows.
Base salaries of Messrs. John Siegel and William Siegel are $800,000, each,
subject to increase by $50,000 on each of January 1, 2001, 2002, and 2003 and by
a COLA adjustment on January 1, 2004, and Mrs. Merkel's base salary is $550,000,
subject to increase by $25,000 on January 1, 2001 and 2002 and by a COLA
adjustment on January 1, 2003 and 2004. Deferred compensation for each of
Messrs. John Siegel and William Siegel is $250,000 and for Mrs. Merkel $100,000,
subject to COLA adjustment. The cumulative annual amount of charitable
contributions to be matched is $50,000 for each of Messrs. John Siegel and
William Siegel and $25,000 for Mrs. Merkel; the consulting term is five years,
and the consulting fee is $250,000 for each of Messrs. John Siegel and William
Siegel and $100,000 for Mrs. Merkel, subject to COLA adjustment from the
beginning of the consulting term. The noncompetition period extends for a year
after the employment or consulting term, and each executive's stock options
fully vest on death or termination of the employment term for disability.
The employment agreements of Messrs. John Siegel and William Siegel and
Mrs. Merkel entitle them to participate in Chris-Craft's 2000 Management
Incentive Compensation Plan, if it is approved by stockholders at Chris-Craft's
2000 annual meeting. Under the plan, a participant will be paid an award
specified by Chris-Craft's compensation committee, if performance goals
specified by the committee with respect to the award have been met.
Pursuant to the amendment of Mr. Thompson's employment agreement and the
employment agreements of Messrs. John Siegel and William Siegel and Mrs. Merkel,
Chris-Craft granted them ten-year stock options to purchase 300,000, 250,000,
250,000, and 150,000 shares of Chris-Craft common stock, respectively, at a per
share purchase price equal to the fair market value of a share of Chris-Craft
common stock on the date of grant. So long as the executive remains employed by
or acts as consultant to Chris-Craft, each option will become exercisable as to
50% of the shares covered thereby on the fourth anniversary of the date of grant
and as to the remaining shares on the fifth anniversary of date of grant. Also,
Mr. Thompson's stock option becomes fully exercisable on his death or disability
during the employment term; as to 30% of the shares covered thereby, upon his
termination of the employment term pursuant to his employment agreement (other
than on one year's notice), before a change in control, for 90 days from the
termination date; and fully exercisable, upon his termination of employment
pursuant to his employment agreement, after a change in control, until the tenth
anniversary of the date of grant.
CHANGE OF CONTROL
In addition to the agreement provisions described above, Messrs. Thompson,
John Siegel, William Siegel and Mrs. Merkel each have the right to terminate
their employment term after a change of control if their authorities, duties and
responsibilities are materially reduced thereafter, or for any reason, during a
specified 90 day period following the change. In addition, after such a change
Mr. Thompson may also terminate his employment if Chris-Craft fails to pay him a
minimum bonus as defined in his agreement. In the event of such a termination,
(i) Mr. Thompson is entitled to receive a lump sum equal to three times his (a)
then current base salary and deferred compensation and (b) highest performance
bonus paid in the past five years; (ii) Messrs. John Siegel, William Siegel and
Mrs. Merkel are entitled to receive a lump sum equal to three times their (c)
respective base salary plus (d) for Messrs. John Siegel and William Siegel, the
maximum performance bonus for the year of termination, and for Mrs. Merkel, 30%
of base salary. If Mr. Thompson terminates his employment under the minimum
bonus provision, he is also entitled to receive an amount equal to the excess of
the minimum bonus over the bonus actually paid for each year from the change of
control
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<PAGE> 13
through the year prior to termination. Each of Messrs. Thompson, John Siegel and
William Siegel and Mrs. Merkel are also entitled to receive in a lump sum all
consulting fees (without any COLA adjustment) that would have been payable under
their agreements, as well as prorated salary and bonus for the year of
termination. Chris-Craft must also maintain medical and health insurance
coverage for each of the executives for three years (or in Mr. Thompson's case,
to the scheduled end of his consulting term.)
------------------------
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 Merkel, John
Siegel and William Siegel, $402,316, $762,670 and $918,652, respectively, and
$1,108,424 for Evan Thompson (the expense for which is borne by KCOP). Herbert
Siegel, who has reached age 65, is currently receiving an annual benefit of
$1,122,327 under the predecessor and current pension plans, including the
Benefit Equalization Plan.
Under Chris-Craft's Executive Deferred Income Plan, Chris-Craft in 1983
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 Siegel, William 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 Siegel, William 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.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
No BHC executive officer receives regular cash compensation from BHC. In
recognition of outstanding performance in various matters relating to analysis
and negotiation of business acquisitions, planning new business ventures,
legislative and regulatory initiatives, and assumption of additional
responsibilities on several key projects, BHC's Chief Executive Officer
recommended that special bonuses be paid for 1999 by subsidiaries of BHC to John
C. Siegel and William D. Siegel. The Compensation Committee reviewed and adopted
the Chief Executive Officer's recommendation. BHC's policy with respect to
Section 162(m) of the Internal Revenue Code is that compensation paid to BHC
executive officers should be fully deductible.
John L. Eastman Morgan L. Miller
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<PAGE> 14
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-500 index, assuming the investment of $100 in each in December
1994 and the monthly reinvestment of dividends. Additionally, the graph measures
against the performance of a peer group of companies which more accurately
reflects television broadcasting without the influence of other media sectors
such as cable, newspapers, billboards, etc. The group includes Granite
Broadcasting, Sinclair Broadcast Group, Young Broadcasting, Hearst-Argyle
Television and Paxson Communications. The performance shown on the graph is not
necessarily indicative of future performance.
BHC COMMUNICATIONS, INC.
TOTAL RETURN TO SHAREHOLDERS: 1994-1999
[BHC COMMUNICATIONS, INC. LINE CHART]
<TABLE>
<CAPTION>
BHC S&P 500 INDEX
COMMUNICATIONS, ------------- BROADCAST (TV, TV BROADCAST PEER
INC. RADIO, CABLE) GROUP
--------------- -------------- -----------------
<S> <C> <C> <C> <C>
Dec94 100 100 100 100
Dec95 130.31 137.58 130.91 116.8
Dec96 139.8 169.17 107.31 124.9
Dec97 181.29 225.6 176.55 161.9
Dec98 171.04 290.08 273.88 164.3
Dec99 226.27 351.12 478.44 148.2
</TABLE>
Pursuant to SEC rules, the material under the captions Board Compensation
Committee Report on Executive Compensation and 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.
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
12
<PAGE> 15
fee of $12,000,000. The Management Agreement expires March 31, 2001, 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.
BHC and Chris-Craft have entered into a tax sharing agreement, pursuant to
which Chris-Craft will pay federal income tax for the consolidated group, and
BHC will pay to Chris-Craft an amount equal to the federal income tax BHC would
have paid as a stand-alone taxpayer.
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 1999) to reimburse KCOP for expenses incurred,
attributable to the compensation and related expense 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 1999 and is expected to perform
similar services during 2000.
SECTION 16(a) BENEFICIAL OWNERSHIP COMPLIANCE
BHC's directors and executive officers are required under the Securities
Exchange Act of 1934 to file reports of ownership and changes in beneficial
ownership of BHC equity securities with the SEC. Copies of those reports must
also be furnished to BHC. Based solely on a review of the copies of reports
furnished to BHC and written representations that no Forms 5 were required, BHC
believes that, during 1999, all filing requirements applicable to directors and
executive officers were timely complied with.
RATIFICATION OF SELECTION OF AUDITORS
The stockholders are to take action upon ratification of the selection of
PricewaterhouseCoopers as auditors of BHC for its fiscal year ending December
31, 2000. Representatives of PricewaterhouseCoopers 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.
PricewaterhouseCoopers was the independent accountant for BHC for its fiscal
year ended December 31, 1999. If the selection of PricewaterhouseCoopers 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.
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 December 6, 2000. The persons named on the form of proxy to be sent in
connection with the solicitation of proxies on behalf of BHC's Board of
Directors for BHC's 2001 annual meeting of stockholders will vote in their own
discretion on any matter as to which BHC shall not have received notice by
February 19, 2001.
13
<PAGE> 16
BHC'S 1999 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> 17
PROXY
BHC COMMUNICATIONS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
BRIAN C. KELLY and WILLIAM D. SIEGEL, and each of them, each with full power of
substitution, hereby are authorized to vote, by a majority of those or their
substitutes present and acting at the meeting or, if 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 personally present, to vote at its 2000
annual meeting of stockholders and at any adjournment thereof, upon such
business as may properly 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: CHANGE OF ADDRESS:
JOHN L. EASTMAN AND WILLIAM D. SIEGEL ----------------------
----------------------
----------------------
PLEASE COMPLETE, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY.
-------------
SEE REVERSE
SIDE
-------------
<PAGE> 18
[X] Please mark your
votes as in this
example.
Unless otherwise specified, this proxy will be voted FOR Proposals 1 and 2. The
Board of Directors recommends a vote 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):
- -----------------------------------------------------------
FOR AGAINST ABSTAIN
2. Selection of [ ] [ ] [ ]
PricewaterhouseCoopers
LLP as auditors.
Mark here for address change and note on reverse. [ ]
Mark here if you plan to attend the annual meeting. [ ]
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.
- -----------------------------------------
- -----------------------------------------
SIGNATURE(S) DATE
