ITEM 1. BUSINESS.
General
Chris-Craft Industries, Inc. ("Chris-Craft"), the registrant, was organized in Delaware in 1928 and adopted its present name in 1962. Chris-Craft's principal business is television broadcasting, conducted through its majority owned (73.1% at February 28, 1995) subsidiary, BHC Communications, Inc. ("BHC"), which owns 100% of Chris-Craft Television, Inc. ("CCTV"), 100% of Pinelands, Inc. ("Pinelands") and, as of February 28, 1995, 56.1% of United Television, Inc. ("UTV").
At February 28, 1995, Chris-Craft (including UTV) had 1,072 full- time employees and 102 part-time employees.
The information appearing in the Annual Report under the caption INDUSTRY SEGMENT INFORMATION is incorporated herein by reference.
Television Division
BHC operates six very high frequency ("VHF") television stations and two ultra high frequency ("UHF") television stations, together constituting Chris-Craft's Television Division. Commercial television broadcasting in the United States is conducted on 68 channels numbered 2 through 69. Channels 2 through 13 are in the VHF band, and channels 14 through 69 are in the UHF band. In general, UHF stations are at a disadvantage relative to VHF stations, because UHF frequencies are more difficult for households to receive. This disadvantage is eliminated when a viewer receives the UHF station through a cable system.
Commercial broadcast television stations may be either affiliated with one of the three national networks (ABC, NBC and CBS) or may be independent. In addition, Fox Broadcasting Company ("Fox") has established itself as a national network by entering into affiliation agreements with independent stations in many television markets. The United Paramount Network ("UPN"), a fifth broadcast television network jointly formed by BHC and the Paramount Television Group, a unit of Viacom Inc. ("Paramount"), began broadcasting a total of four hours of original prime time programming over two nights per week, in January 1995. As of February 28, 1995, UPN had 114 affiliates reaching more than 83% of all U.S. households, including all of BHC's and Paramount's independent stations, and UPN continues to seek additional affiliates to expand its household reach. Because of UPN's substantial start-up and expansion costs, and the intense competition that characterizes the broadcast television network business, UPN is not expected to become profitable in the near future.
The following table sets forth certain information with respect to BHC's stations and their respective markets:
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The principal occupation of each of the individuals for the past five years is stated in the foregoing table, except that prior to being elected General Counsel and Secretary of Chris-Craft on December 14, 1992, Brian C. Kelly served as President of Finevest Foods, Inc. ("Finevest") from July 1992 through December 13, 1992, served as Executive Vice President, General Counsel and Secretary of Finevest from March 1992 until July 1992 and served as Vice President, General Counsel and Secretary of Finevest until February 1992. Finevest filed a Chapter 11 bankruptcy petition on February 11, 1991, and emerged from bankruptcy on July 9, 1992 pursuant to a confirmed reorganization plan. All officers hold office until the meeting of the Board following the next annual meeting of stockholders or until removed by the Board.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The information appearing in the Annual Report under the caption STOCK PRICE, DIVIDEND AND RELATED INFORMATION is incorporated herein by this reference.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA.
The information appearing in the Annual Report under the caption SELECTED FINANCIAL DATA is incorporated herein by this reference.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The information appearing in the Annual Report under the caption MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS is incorporated herein by this reference.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The Consolidated Financial Statements, Notes thereto, Report of Independent Accountants thereon and Quarterly Financial Information (unaudited) appearing in the Annual Report are incorporated herein by this reference. Except as specifically set forth herein and elsewhere in this Form 10-K, no information appearing in the Annual Report is incorporated by reference into this report nor is the Annual Report deemed to be filed, as part of this report or otherwise, pursuant to the Securities Exchange Act of 1934.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
Not applicable.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information appearing in the Proxy Statement under the captions ELECTION OF DIRECTORS-Nominees of the Board of Directors and ELECTION OF DIRECTORS-- Compliance with Section 16(a) of the Securities Exchange Act of 1934 is incorporated herein by this reference. Information relating to Chris-Craft's executive officers is set forth in Part I under the caption EXECUTIVE OFFICERS OF THE REGISTRANT.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION.
The information appearing in the Proxy Statement under the caption ELECTION OF DIRECTORS-Executive Compensation is incorporated herein by this reference.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information appearing in the Proxy Statement under the caption ELECTION OF DIRECTORS-Voting Securities of Certain Beneficial Owners and Management is incorporated herein by this reference.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information appearing in the Proxy Statement under the caption ELECTION OF DIRECTORS-Certain Relationships and Related Transactions is incorporated herein by this reference.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) The following documents are filed as part of this report:
1. The financial statements and quarterly financial information incorporated by reference from the Annual Report pursuant to Item 8.
2. Exhibits listed in the Exhibit Index, including compensatory plans or arrangements listed below:
- Benefit Equalization Plan - 1988 Management Incentive Plan - 1989 Director Stock Option Plan - 1994 Management Incentive Plan - 1994 Director Stock Option Plan - Employment Agreement dated as of January 1, 1994 between Herbert J. Siegel and Chris-Craft. - Employment Agreement dated as of January 1, 1994 between Evan C Thompson and Chris-Craft.
(b) No reports on Form 8-K were filed by the registrant during the last quarter of the period covered by this report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Dated: March 29, 1995
CHRIS-CRAFT INDUSTRIES, INC. ---------------------------- (Registrant)
By: WILLIAM D. SIEGEL ---------------------- William D. Siegel Senior Vice President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature and Title Date
HERBERT J. SIEGEL March 29, 1995 ------------------------- Herbert J. Siegel Chairman, President and Director (principal executive officer)
WILLIAM D. SIEGEL March 29, 1995 ------------------------- William D. Siegel Senior Vice President and Director (principal financial officer)
JOELEN K. MERKEL March 29, 1995 ------------------------- Joelen K. Merkel Vice President and Treasurer (principal accounting officer)
EVAN C THOMPSON March 29, 1995 ------------------------- Evan C Thompson Executive Vice President and Director
HOWARD ARVEY March 29, 1995 ------------------------- Howard Arvey Director
LAWRENCE R. BARNETT March 29, 1995 ------------------------- Lawrence R. Barnett Director
T. CHANDLER HARDWICK, III March 29, 1995 ------------------------- T. Chandler Hardwick, III Director
JEANE J. KIRKPATRICK March 29, 1995 ------------------------- Jeane J. Kirkpatrick Director
DAVID F. LINOWES March 29, 1995 ------------------------- David F. Linowes Director
NORMAN PERLMUTTER March 29, 1995 ------------------------- Norman Perlmutter Director
JAMES J. ROCHLIS March 29, 1995 ------------------------- James J. Rochlis Director
ALVIN R. ROZELLE March 29, 1995 ------------------------- Alvin R. Rozelle Director
JOHN C. SIEGEL March 29, 1995 ------------------------- John C. Siegel Director
CHRIS-CRAFT INDUSTRIES, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS:
Report of Independent Accountants
Consolidated Balance Sheets - December 31, 1994 and 1993
Consolidated Statements of Income - For the Years Ended December 31, 1994, 1993 and 1992
Consolidated Statements of Cash Flows - For the Years Ended December 31, 1994, 1993 and 1992
Consolidated Statements of Shareholders' Investment - For the Years Ended December 31, 1994, 1993 and 1992
Notes to Consolidated Financial Statements
EXHIBIT INDEX