-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L2zcrVhQLEvhaAFvm0hysfn2B3XLmuzZgLdYeOA+MKLCBKy1iqXBDrV+UTfFsDkR +AzDOgWaGtonhItrCqIdBA== 0000950123-01-501101.txt : 20010425 0000950123-01-501101.hdr.sgml : 20010425 ACCESSION NUMBER: 0000950123-01-501101 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010424 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010424 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BHC COMMUNICATIONS INC CENTRAL INDEX KEY: 0000855433 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 592104168 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10342 FILM NUMBER: 1609705 BUSINESS ADDRESS: STREET 1: 767 FIFTH AVE STREET 2: SUITE 200 CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2124210200 MAIL ADDRESS: STREET 1: 5355 TOWN CENTER RD STREET 2: SUIE 200 CITY: BOCA RATON STATE: FL ZIP: 33486 8-K 1 y48257e8-k.txt BHC COMMUNICATIONS, INC. 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 24, 2001 (April 24, 2001) BHC COMMUNICATIONS, INC. ------------------------ (Exact name of registrant as specified in its charter) DELAWARE 1-10342 59-2104168 -------- --------- ---------- (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) 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 N/A --- (Former name or former address, if changed since last report.) ================================================================================ 2 ITEM 5. OTHER EVENTS. 1. Reference is made to the joint press release dated April 24, 2001, incorporated herein by reference and included as an exhibit hereto. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibit. 99.1 Joint Press Release issued by The News Corporation Limited, Chris-Craft Industries, Inc., BHC Communications, Inc. and United Television, Inc. on April 24, 2001. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BHC COMMUNICATIONS, INC. Date: April 24, 2001 By: /s/ BRIAN C. KELLY --------------------------------- Name: Brian C. Kelly Title: Senior Vice President and General Counsel 4 EXHIBIT INDEX EXHIBIT NO. EXHIBIT - ----------- ------- 99.1 Joint Press Release issued by The News Corporation Limited, Chris-Craft Industries, Inc., BHC Communications, Inc. and United Television, Inc. on April 24, 2001. EX-99.1 2 y48257ex99-1.txt JOINT PRESS RELEASE 1 Exhibit 99.1 NEWS RELEASE CHRIS-CRAFT, BHC AND UTV STOCKHOLDERS APPROVE ACQUISITION BY NEWS CORPORATION - ------------------------------------------------------------------------------- NEW YORK, NY, APRIL 24, 2001 - The News Corporation Limited (ASX: NCP, NCPDP; NYSE: NWS, NWS/A; LSE: NEWCP), Chris-Craft Industries (NYSE: CCN), BHC Communications (AMEX: BHC) and United Television (NASDAQ: UTVI) announced today that, at special meetings of the stockholders of Chris-Craft, BHC and UTV held today, the stockholders of Chris-Craft voted to approve the acquisition of Chris-Craft by News Corporation, the stockholders of BHC voted to approve the acquisition of BHC by News Corporation and the stockholders of UTV voted to approve the acquisition of UTV by News Corporation. Receipt of the stockholder approvals is one of the conditions to consummating the transactions. The transactions remain subject to FCC approval, as well as other customary conditions. COMPANY BACKGROUNDS: Chris-Craft Industries, Inc. is primarily engaged in television broadcasting. Its television division includes ten stations in top 40 markets, which currently reach approximately 22% of America's households. The division is operated by 80% owned BHC Communications, Inc., which owns three stations: WWOR (UPN-9) in New York, KCOP (UPN-13) in Los Angeles and KPTV (UPN-12) in Portland. BHC's 58% owned subsidiary, United Television, Inc., owns the remaining seven stations: KBHK (UPN-44) in San Francisco, KMSP (UPN-9) in Minneapolis, KUTP (UPN-45) in Phoenix, WUTB (UPN-24) in Baltimore, WRBW (UPN-65) in Orlando, KMOL (NBC-4) in San Antonio and KTVX (ABC-4) in Salt Lake City. The News Corporation Limited is one of the world's largest media companies with total assets as of December 31, 2000 of approximately US$38 billion and total annual revenues of approximately US$14 billion. News Corporation's diversified global operations in the United States, Canada, continental Europe, the United Kingdom, Australia, Latin America and the Pacific Basin include the production and distribution of motion pictures and television programming; television, satellite and cable broadcasting; the publication of newspapers, magazines and books; the production and distribution of promotional and advertising products and services; the development of digital broadcasting; the development of conditional access and subscriber management systems; and the creation and distribution of popular on-line programming. 2 FORWARD-LOOKING STATEMENTS: This release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations or beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The forward-looking statements in this release address the expected date of closing the mergers. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: inability to obtain or meet conditions imposed for governmental approvals for the mergers, including obtaining FCC approval of the transactions or the proposed transaction structure, and risks of new and changing regulation in the U.S. and internationally. For a detailed discussion of regulatory factors and other cautionary statements, please refer to Chris-Craft's, BHC's and UTV's filings with the Securities and Exchange Commission and to News Corporation's and Fox Entertainment Group's filings with the Securities and Exchange Commission. WHERE YOU CAN FIND ADDITIONAL INFORMATION: News Corporation, Chris-Craft, BHC and UTV have prepared and filed with the Securities and Exchange Commission a definitive joint proxy statement/prospectus and other documents regarding the proposed transaction. You are advised to read the definitive joint proxy statement/prospectus and these other documents as they contain important information regarding the proposed transactions. The definitive joint proxy statement/prospectus was sent to stockholders of Chris-Craft, BHC and UTV. Investors and security holders may obtain a free copy of the definitive joint proxy statement/prospectus and other documents filed by Chris-Craft, BHC and UTV with the Securities and Exchange Commission at its Web site at http://www.sec.gov. The definitive joint proxy statement/prospectus and these other documents may also be obtained for free from Chris-Craft, BHC, UTV or News Corporation. 2 3 CONTACTS: NEWS CORPORATION: Press: Andrew Butcher - (212) 852-7070 Investors: Reed Nolte - (212) 852-7092 CHRIS-CRAFT: Brian Kelly - (212) 421-0200 BHC: Brian Kelly - (212) 421-0200 UTV: Garth Lindsey - (310) 281-4844 3 -----END PRIVACY-ENHANCED MESSAGE-----