SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
Amendment No. 1 to
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 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
Securities registered pursuant to Section 12(b) of the Act:
Name of each Exchange
Title of each class on which registered
Class A Common Stock American Stock Exchange
$0.01 par value
Securities registered pursuant to Section 12(g) of the Act: None
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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of
the registrant, as of February 28, 2001, was approximately $615,000,000.
As of February 28, 2001, there were 4,511,605 shares of the registrant's
Class A Common Stock and 18,000,000 shares of the registrant's Class B Common
Stock outstanding.
2
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
Information relating to BHC's directors, as of February 28, 2001,
is set forth below. Information relating to BHC's executive officers
is set forth in Part I under the caption Executive Officers of the Registrant.
AGE, HAS SERVED
OTHER POSITIONS WITH BHC, PRINCIPAL OCCUPATION FEBRUARY 28, AS DIRECTOR
NAME AND CERTAIN OTHER DIRECTORSHIPS 2001 SINCE
---- ---------------------------------------------------- ------------ -----------
Term expiring 2003
John L. Eastman........ Partner, Eastman & Eastman, New York City law firm; 60 1989
Director, UTV(1)
William D. Siegel...... President; Executive Vice President and Director, 45 1981
Chris-Craft(2)
Term expiring 2002
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
Term expiring 2001
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
- ---------------
<FN>
(1) UTV is a majority owned subsidiary of BHC.
(2) Chris-Craft, which is BHC's parent, is engaged principally in the television
broadcasting business, through BHC.
</FN>
The principal occupation of each of the directors for the past five years
is stated in the foregoing table.
John C. Siegel and William D. Siegel are sons of Herbert J. Siegel.
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 2000 all filing
requirements applicable to directors and executive officers were timely complied
with.
3
ITEM 11. 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, but whose compensation
is paid by KCOP Television, Inc. ("KCOP"), a wholly owned subsidiary of BHC.
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
------------
AWARDS
------------
ANNUAL COMPENSATION(1) SECURITIES
NAME AND PRINCIPAL POSITION ---------------------- UNDERLYING ALL OTHER
WITH CHRIS-CRAFT YEAR SALARY ($) BONUS ($) OPTIONS(#) COMPENSATION($)
--------------------------- ---- ---------- --------- ---------- ---------------
Herbert J. Siegel.................. 2000 1,096,234 2,777,385 -- 1,091,783(2)
Chairman of the Board 1999 1,067,414 2,513,700 -- 1,023,509
and President 1998 1,050,604 2,133,810 -- 1,154,186
Joelen K. Merkel.................... 2000 550,000 1,272,000 -- 373,107(3)
Senior Vice President and 1999 432,607 250,000 268,449 137,463
Treasurer 1998 334,215 250,000 -- 92,429
John C. Siegel...................... 2000 800,000 1,600,000 -- 606,588(4)
Executive Vice President 1999 719,155 600,000* 425,099 218,833
1998 590,190 600,000 -- 147,212
William D. Siegel................... 2000 800,000 1,600,000 -- 605,757(5)
Executive Vice President 1999 719,155 600,000* 425,099 218,484
1998 590,190 600,000 -- 146,872
Evan C Thompson..................... 2000 1,096,234 2,765,700 -- 1,533,397(6)
Executive Vice President 1999 1,067,414 2,139,280 475,099 778,893
and Presdient, Television 1998 1,050,604 1,727,100 -- 798,577
Division
- ---------------
<FN>
* 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 Benefit
Equalization Plan in lieu of contributions and forfeiture allocations, of
$382,014 with respect to the Profit Sharing Plan; also includes $75,107
reported as income of the named individual with respect to premiums paid on
"split-dollar" life insurance policies and $634,662 credited to a deferred
compensation account.
(3) Reflects Chris-Craft contributions, or accruals under the Benefit
Equalization Plan in lieu of contributions and forfeiture allocations, of
$116,957 with respect to the Stock Purchase Plan and $156,150 with respect
to the Profit Sharing Plan; also includes $100,000 credited to a deferred
compensation account.
(4) Reflects Chris-Craft contributions, or accruals under the Benefit
Equalization Plan in lieu of contributions and forfeiture allocations, of
$146,888 with respect to the Stock Purchase Plan and $209,700 with respect
to the Profit Sharing Plan; also includes $250,000 credited to a deferred
compensation account.
(5) Reflects Chris-Craft contributions, or accruals under the Benefit
Equalization Plan in lieu of contributions and forfeiture allocations, of
$146,057 with respect to the Stock Purchase Plan and $209,700 with respect
to the Profit Sharing Plan; also includes $250,000 credited to a deferred
compensation account.
(6) Reflects Chris-Craft contributions, or accruals under the Benefit
Equalization Plan in lieu of contributions and forfeiture allocations, of
$422,819 with respect to the Stock Purchase Plan and $535,578 with respect
to the Profit Sharing Plan; also includes $575,000 credited to a deferred
compensation account.
</FN>
3
The following table sets forth information concerning each stock option
exercise during 2000 by each of the named individuals, along with the year-end
value of unexercised options. No stock option was granted to any executive
officer during 2000.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT FISCAL YEAR-END(#) AT FISCAL YEAR-END($)
SHARES ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- ----------- ----------- ------------- ----------- -------------
Herbert J. Siegel.... 0 0 358,214 -- 13,508,823 --
Joelen K. Merkel..... 0 0 40,666 235,835 861,977 3,373,274
John C. Siegel....... 0 0 60,116 377,735 1,264,255 5,277,330
William D. Siegel.... 0 0 60,116 377,735 1,264,255 5,277,330
Evan C Thompson...... 0 0 298,921 429,235 10,279,967 5,847,074
EMPLOYMENT AGREEMENTS
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, as amended August 11,
2000, provides for his continued service as Chief Executive Officer through
December 31, 2002 and as Chairman through December 31, 2004. Annual base salary
is currently $1,133,506, subject to adjustment ("COLA adjustment"), to reflect
consumer price level increases. Deferred compensation in the annual amounts of
$700,000 for 2001 and 2002 and $500,000 for 2003 and 2004, 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, his perquisites will be continued through the term of the
agreement.
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 year of his
employment equal to 1 1/2% of the amount by which Chris-Craft "Pre-tax Income"
exceeds $50,000,000 in 2001 and 2002 and 1% of such excess over $100,000,000 in
2003 and 2004, but in no event less than $2,000,000. "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, 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 $300,000 of his charitable contributions, in addition to
matching his contributions under any other charitable gift matching program of
Chris-Craft or any subsidiary.
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, but
without interest, will be repaid to Chris-Craft and BHC, 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 $1,133,506, subject to COLA adjustment, and deferred compensation
is currently $594,550, 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 each
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 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 into 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 currently $850,000, each, subject to increase
by $50,000 on each of January 1, 2002 and 2003 and by a COLA adjustment on
January 1, 2004, and Mrs. Merkel's base salary is $575,000, subject to increase
by $25,000 on January 1, 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 the 2000 Management Incentive
Compensation Plan.
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 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 Benefit Equalization Plan) are, for Mrs. Merkel, and Messrs. John
Siegel, William Siegel and Evan Thompson, $469,546, $886,170, $1,058,652 and
$1,162,566, respectively. 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 Management Incentive Compensation Plan, the
compensation committee establishes performance goals that must be met as a
condition to a participating officer's receiving payment of any award.
Performance goals may include Chris-Craft's attainment of a specified amount of
pre-tax income, percentage of return on equity, earnings per share, increases in
revenues, reductions in operating expenses, or increases in the price of
Chris-Craft's stock or achievement of special projects, including settlement of
litigation or disputes with tax authorities. In no event will any award to any
of Chris-Craft's executive officers participating in the plan exceed $2.5
million for any year.
The committee has authority to determine whether and the extent that awards
may be settled, cancelled, forfeited, or surrendered; to make adjustments in
performance goals in recognition of unusual or nonrecurring events affecting
Chris-Craft or its financial statements or in response to changes in applicable
law or accounting principles; to interpret the plan or any award; to prescribe
rules relating to the plan; and to make any other determination deemed necessary
or advisable for administration of the plan. All decisions of the committee are
be final and binding on all persons, including Chris-Craft, any plan
participant, or any Chris-Craft stockholder. The plan is intended to comply with
Section 162(m) of the Internal Revenue Code and interpreted to so comply.
Under the 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. Premiums for
insurance on each plan participant's life are paid through policy loans
involving no direct out-of-pocket cost to Chris-Craft and since 1987,
Chris-Craft has made no payment under the plan with respect to the participation
of any executive officer, other than for interest on policy loans and disability
waiver premiums.
PERFORMANCE CHART
The following chart compares cumulative total shareholder return for
BHC Class A Common Stock, the Standard & Poors ("S&P") 500 Stock Index and the
S&P Broadcast-500 index, assuming the investment of $100 in each in December
1995 and the monthly reinvestment of dividends. Additionally, the chart 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 chart is not
necessarily indicative of future performance.
BHC COMMUNICATIONS, INC.
TOTAL RETURN TO SHAREHOLDERS: 1995-2000
S&P BROADCAST (TV, TV BROADCAST
BHC 500 INDEX RADIO, CABLE) PEER GROUP
----------- ---------- -------------- --------------
Dec95 100.00 100.00 100.00 100.00
Dec96 107.28 122.96 81.97 107.81
Dec97 139.12 163.98 134.86 154.00
Dec98 131.25 210.85 209.22 153.89
Dec99 173.64 255.21 365.48 145.77
Dec00 142.02 231.98 263.93 111.75
Pursuant to SEC rules, the Performance Chart is not to be
deemed "filed" with the SEC.
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.
ITEM 13. 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 fee of $12,000,000. The Management Agreement expires March 31, 2002, 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 2000) 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.
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: April 19, 2001
BHC COMMUNICATIONS, INC.
(Registrant)
By: WILLIAM D. SIEGEL
William D. Siegel
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* April 19, 2001
Herbert J. Siegel
Chairman and Director
(principal executive officer)
WILLIAM D. SIEGEL* April 19, 2001
William D. Siegel
President and Director
(principal financial officer)
JOELEN K. MERKEL* April 19, 2001
Joelen K. Merkel
Senior Vice President, Treasurer and
Director (principal accounting
officer)
JOHN L. EASTMAN* April 19, 2001
John L. Eastman
Director
BARRY S. GREENE* April 19, 2001
Barry S. Greene
Director
MORGAN L. MILLER* April 19, 2001
Morgan L. Miller
Director
JOHN C. SIEGEL* April 19, 2001
John C. Siegel
Director
*By William D. Siegel, attorney-in-fact.