-----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, Ntf819DJ0huwK3DqckHYYFChePFKBF9pYun8f5e7XgatljguzGAl27XocqkDLXQv jj++rDgyn4gl/CfKtZo6gA== 0000897204-98-000115.txt : 19980527 0000897204-98-000115.hdr.sgml : 19980527 ACCESSION NUMBER: 0000897204-98-000115 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980526 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HEARST ARGYLE TELEVISION INC CENTRAL INDEX KEY: 0000949536 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 742717523 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-45627 FILM NUMBER: 98631727 BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVE CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 2126492300 MAIL ADDRESS: STREET 1: 200 CONCORD PLAZA STREET 2: STE 700 CITY: SAN ANTONIO STATE: TX ZIP: 78216 FORMER COMPANY: FORMER CONFORMED NAME: ARGYLE TELEVISION INC DATE OF NAME CHANGE: 19951006 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HEARST BROADCASTING INC CENTRAL INDEX KEY: 0001052746 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 959 EIGHTH AVE CITY: NEW YORK STATE: NY ZIP: 10019 MAIL ADDRESS: STREET 1: 959 8TH AVE CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 SCHEDULE 13D, AMENDMENT NO. 6 Page 1 of 8 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) (AMENDMENT NO. 6)* ____________________________ HEARST-ARGYLE TELEVISION, INC. (Name of Issuer) SERIES A COMMON STOCK (Title of Class of Securities) 422317 10 7 (CUSIP Number) __________________________ JODIE W. KING, ESQ. THE HEARST CORPORATION 959 EIGHTH AVENUE NEW YORK, NEW YORK 10019 (212) 649-2025 __________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) __________________________ COPY TO: Steven A. Hobbs, Esq. Rogers & Wells 200 Park Avenue New York, New York 10166 (212) 878-8000 __________________________ MAY 26, 1998 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. (Continued on following pages) Page 2 of 8 CUSIP No. 422317 10 7 13D
1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON HEARST BROADCASTING, INC. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE 7. SOLE VOTING POWER NUMBER OF 8. SHARED VOTING POWER SHARES 42,072,675 BENEFICIALLY 9. SOLE DISPOSITIVE POWER OWNED BY EACH 10. SHARED DISPOSITIVE POWER REPORTING 42,072,675 PERSON WITH 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 42,072,675 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 78.1% 14. TYPE OF REPORTING PERSON CO
Page 3 of 8 CUSIP No. 422317 10 7 13D
1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON THE HEARST CORPORATION 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION 7. SOLE VOTING POWER NUMBER OF 8. SHARED VOTING POWER SHARES 42,072,675 BENEFICIALLY 9. SOLE DISPOSITIVE POWER OWNED BY EACH 10. SHARED DISPOSITIVE POWER REPORTING 42,072,675 PERSON WITH 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 42,072,675 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 78.1% 14. TYPE OF REPORTING PERSON CO
Page 4 of 8 CUSIP No. 422317 10 7 13D
1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON THE HEARST FAMILY TRUST 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6. 7. SOLE VOTING POWER NUMBER OF 8. SHARED VOTING POWER SHARES 42,072,675 BENEFICIALLY 9. SOLE DISPOSITIVE POWER OWNED BY 10. SHARED DISPOSITIVE POWER EACH 42,072,675 REPORTING PERSON WITH 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 42,072,675 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 78.1% 14. TYPE OF REPORTING PERSON OO (Testamentary Trust)
Page 5 of 8 SCHEDULE 13D This Amendment No. 6, which relates to shares of Series A Common Stock, $0.01 par value per share ("Series A Common Stock") of Hearst-Argyle Television, Inc., a Delaware corporation (the "Issuer"), and is being filed jointly by The Hearst Corporation, a Delaware corporation ("Hearst"), Hearst Broadcasting, Inc., a Delaware corporation ("Hearst Broadcasting") and wholly- owned subsidiary of Hearst, and The Hearst Family Trust, a testamentary trust (the "Trust," and together with Hearst and Hearst Broadcasting, the "Reporting Persons"), supplements and amends the statement on Schedule 13D originally filed with the Commission on April 4, 1997 (as amended, the "Statement"). ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The aggregate amount of funds used by Hearst Broadcasting to acquire the shares reported in Item 5(c) was $1,345,000. Hearst Broadcasting used its working capital to make such purchases. ITEM 4. PURPOSE OF THE TRANSACTION. Hearst Broadcasting purchased the additional Securities reported in Item 5(c) of this Statement in order to increase its equity interest in the Company. As previously reported, Hearst is currently exploring options to acquire additional shares in the Issuer through privately negotiated transactions, open market purchases or otherwise. Although there can be no assurance as to when or whether such transactions might occur or the precise number of shares to be acquired, Hearst is currently considering acquiring up to 10 million shares of Series A Common Stock of the Issuer. Even if Hearst does not acquire such shares at this time, it is expected that Hearst will continually review its equity position in the Issuer from time to time to determine whether or not to acquire additional shares. As reported in Item 6 of this Amendment No. 6, on May 25, 1998, the Issuer entered into an Agreement and Plan of Merger, dated May 25, 1998 (the "Merger Agreement"), by and among Pulitzer Publishing Company, Pulitzer Inc. and the Issuer. In connection with the execution of the Merger Agreement, the Issuer and Hearst Broadcasting entered into a Board Representation Agreement, dated May 25, 1998, by and among the Issuer, Hearst Broadcasting and Emily Rauh Pulitzer, Michael E. Pulitzer and David E. Moore; and Hearst Broadcasting and Pulitzer Publishing Company entered into that certain Acquiror Voting Agreement, dated May 25, 1998. Page 6 of 8 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) and (b) As of May 26, 1998, the Reporting Persons own 774,027 shares of Series A Common Stock of the Issuer and 41,298,648 shares of Series B Common Stock of the Issuer. Each share of Series B Common Stock of the Issuer is immediately convertible into one share of Series A Common Stock of the Issuer. Therefore, the 41,298,648 shares of Series B Common Stock owned by Hearst Broadcasting represent, if converted, 41,298,648 shares of Series A Common Stock of the Issuer. Under the definition of "beneficial ownership" as set forth in Rule 13d-3 of the Exchange Act, Hearst Broadcasting, Hearst and the Trust are deemed to have beneficial ownership of each of the 42,072,675 converted shares (the "Securities"). The Trust, as the owner of all of Hearst's issued and outstanding common stock, may be deemed to have the power to direct the voting of and disposition of the Securities. Hearst, as the owner of all of Hearst Broadcasting's issued and outstanding common stock, may be deemed to have the power to direct the voting of and disposition of the Securities. As a result, Hearst Broadcasting, Hearst and the Trust may be deemed to share the power to direct the voting of and the disposition of the Securities. The Securities constitute approximately 78.1% of the shares of Series A Common Stock outstanding of the Issuer, based on the number of outstanding shares reported in the Company's Form 10-Q for the quarterly period ended March 31, 1998, dated May 15, 1998. (c) On May 12, 1998, Hearst Broadcasting purchased 40,000 shares of Series A Common Stock of the Issuer for $33.625 per share for a purchase price of $1,345,000. This purchase was made pursuant to a privately negotiated transaction. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. On May 25, 1998, the Issuer entered into an Agreement and Plan of Merger, dated May 25, 1998 (the "Merger Agreement"), by and among Pulitzer Publishing Company ("PPC"), Pulitzer Inc. and the Issuer. The Merger Agreement provides, among other things, that (i) PPC will contribute its publishing assets to Pulitzer Inc. and thereafter distribute to the PPC stockholders shares of capital stock of Pulitzer Inc., and thereafter (ii) PPC will merge with and into the Issuer (the "Merger"), as a result of which the Issuer shall be the surviving corporation, and whereby PPC's stockholders will receive solely common stock of the Issuer. In connection with the execution of the Merger Agreement, the Issuer and Hearst Broadcasting entered into a Board Representation Agreement, dated May 25, 1998 (the "Representation Agreement"), by and among the Issuer, Hearst Broadcasting and Emily Rauh Pulitzer, Michael E. Pulitzer and David E. Moore (collectively, the "Pulitzer Class B Holders"). The Representation Agreement grants the Pulitzer Class B Holders the right to designate two persons (the "Designees") for election as members of the board of directors of the Issuer following consummation of the Merger. The Issuer agreed that the Designees would be proposed for election to the Issuer's Board of Directors (the "Issuer Board") either (i) if following the consummation of the Merger there are one or more vacancies on the Issuer Board or the members of such Board have the power to create new directorships, at the first meeting of the Issuer Board following consummation of the Merger, or (ii) if there are no such vacancies or power to create new directorships, at the first meeting of stockholders of the Issuer held after consummation of the Merger. Following the election of the initial Designees, in each instance in Page 7 of 8 which individuals are nominated for election to the Issuer Board, the Issuer agreed to cause to be nominated for election to the Issuer Board the individuals designated by the Pulitzer Class B Holders as of the date of nomination and to cause such Designees to be validly and timely nominated for election to the Issuer Board in the same manner as other proposed directors are nominated and Hearst Broadcasting agreed to vote the Securities for the election to the Issuer Board of the Designees. The parties to the Representation Agreement further agreed that the Issuer's and Hearst Broadcasting's obligations thereunder shall be suspended for so long as the nomination or appointment of, or the Pulitzer Class B Holders' right to designate any member of the Issuer Board would create a violation or potential violation by the Issuer or any of its subsidiaries of any rule, regulation or policy of the Federal Communication Commission ("FCC"), including the FCC rules and policies regarding attribution of ownership, or would limit the ability of the Issuer or any of its subsidiaries to maintain, obtain or review any license, approval or authorization granted by the FCC (in each case, an "Ownership Conflict"). Subject to applicable law, in the event that by virtue of such an Ownership Conflict the Pulitzer Class B Holders are no longer entitled to representation on the Issuer Board, or in the event the Pulitzer Class B Holders should elect from time to time observer status in lieu of a seat or seats on the Issuer Board, the Pulitzer Class B Holders shall be entitled to designate a non-voting observer or observers to the Issuer Board. In addition, the rights of the Pulitzer Class B Holders under the Representation Agreement shall terminate if the Pulitzer Class B Holders cease to beneficially own in the aggregate 50% of the Series A Common Stock of Issuer received by such Pulitzer Class B Holders in the Merger. In connection with the execution by the Issuer of the Merger Agreement, Hearst Broadcasting also entered into that certain Acquiror Voting Agreement, dated May 25, 1998 (the "Voting Agreement"), with PPC, relating to the 774,027 shares of the Issuer's Series A Common Stock and 41,298,649 shares of the Issuer's Series B Common Stock currently owned by Hearst Broadcasting. Pursuant to the Voting Agreement, Hearst Broadcasting agreed, from May 25, 1998 until either the Merger is consummated or the Merger Agreement is terminated, that at any meeting of the holders of any capital stock of the Issuer (the "Issuer Stock"), however called, or in connection with any written consent of the holders of Issuer Stock, Hearst Broadcasting shall vote (or cause to be voted) all shares of Issuer Stock held of record or beneficially owned by Hearst Broadcasting, whether heretofore owned or hereafter acquired (i) in favor of the Merger, the execution and delivery by the Issuer of the Merger Agreement, and the approval of the terms thereof, and each of the other transactions and actions contemplated by the Merger Agreement and the Voting Agreement (and the matters related to the consummation thereof) and any actions required in furtherance thereof; and (ii) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Issuer under the Merger Agreement or Voting Agreement or that would result in any of the conditions to the obligations of Issuer under the Merger Agreement not being fulfilled. Page 8 of 8 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION Exhibit 7.15 Board Representation Agreement, dated as of May 25, 1998, by and among Hearst-Argyle Television, Inc., Hearst Broadcasting, Inc., Emily Rauh Pulitzer, Michael E. Pulitzer and David E. Moore. Exhibit 7.16 Acquiror Voting Agreement, dated May 25, 1998, among Pulitzer Publishing Company and Hearst Broadcasting, Inc. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 26, 1998 HEARST BROADCASTING, INC. By: /S/ Jodie W. King ________________________ Name: Jodie W. King Title: Vice President SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 26, 1998 THE HEARST CORPORATION By: /S/ Jodie W. King ______________________ Name: Jodie W. King Title: Vice President SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 26, 1998 THE HEARST FAMILY TRUST By: /S/ Victor F. Ganzi _______________________ Name: Victor G. Ganzi Title: Trustee EX-7.15 2 EXHIBIT 7.15 BOARD REPRESENTATION AGREEMENT This Board Representation Agreement, dated as of May 25, 1998 (this "Agreement"), is by and among Hearst-Argyle Television, Inc., a Delaware corporation ("Acquiror"), Hearst Broadcasting, Inc. (the "Acquiror Stockholder") and Emily Rauh Pulitzer, Michael E. Pulitzer and David E. Moore (collectively, the "Pulitzer Class B Holders"). WHEREAS, the Acquiror Stockholder owns 41,298,648 shares of Acquiror's Series B Common Stock, par value $.01 per share, and 774,027 shares of Acquiror's Series A Common Stock, par value $.01 per share (all shares of such stock now owned and which may hereafter be acquired by the Acquiror Stockholder prior to the termination of this Agreement are referred to herein as the "Acquiror Shares"); WHEREAS, Pulitzer Publishing Company, a Delaware corporation (the "Company"), Pulitzer Inc., a Delaware corporation ("Newco") and wholly owned subsidiary of the Company, and Acquiror have entered into a Merger Agreement, dated May 25, 1998 (the "Merger Agreement"), which provides, among other things, that the Company will merge with and into Acquiror (the "Merger") (this and other capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Merger Agreement); WHEREAS, in connection with the Merger, the Pulitzer Class B Holders will be entitled to receive beneficial ownership of shares of Series A Common Stock of Acquiror in respect of 14,537,808 shares of Class B Common Stock of the Company beneficially owned by the Pulitzer Class B Holders prior to the Merger (all such shares received by the Pulitzer Class B Holders in the Merger, the "PCBH Shares"), and it is the desire of the Pulitzer Class B Holders that they have the right to designate for election one or two members of the board of directors of Acquiror (the "Acquiror Board") following the consummation of the Merger; WHEREAS, pursuant to the Merger Agreement, Acquiror has agreed to cause Michael E. Pulitzer and Ken J. Elkins (together, the "Initial PCBH Designees") to be elected to the Acquiror Board as set forth herein following consummation of the Merger; and WHEREAS, it is a condition to the Company's and Newco's obligation to consummate the Merger that the parties hereto enter into this Agreement; NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows: 1. REPRESENTATION ON ACQUIROR BOARD. (a) Subject to Section 1(b), the Pulitzer Class B Holders shall be entitled to representation on the Acquiror Board through the Initial PCBH Designees. These designees shall be proposed for election to the Acquiror Board either: (i) if following the consummation of the Merger there are one or more vacancies on such Board or the members of such Board have the power to create new directorships, at the first meeting of the Acquiror Board following consummation of the Merger at which meeting the Initial PCBH Designees shall be elected or (ii) if there are no such vacancies or power to create new directorships, at the first meeting of stockholders of Acquiror held after consummation of the Merger. Following such election of the Initial PCBH Designees, in each instance in which individuals are nominated for election to the Acquiror Board, Acquiror shall cause to be nominated for election to the Acquiror Board the individuals designated by the Pulitzer Class B Holders (the "PCBH Designees") as of the date of nomination, in the manner and subject to the conditions set forth in this Section 1. Acquiror shall cause such PCBH Designees to be validly and timely nominated for election to the Acquiror Board in the same manner as other proposed directors who may be elected by the Acquiror Stockholder are nominated, and the Acquiror Stockholder shall vote its Acquiror Shares in favor of the election of the PCBH Designees, and Acquiror shall use its best efforts to take such other action as may be reasonably necessary to cause such PCBH Designees to be so elected. If any Initial PCBH Designee or PCBH Designee who serves on the Acquiror Board ceases, for any reason, to serve on the Acquiror Board (other than pursuant to Section 1(b) or Section 2 or as a result of the expiration of the specified term of such Initial PCBH Designee or PCBH Designee), Acquiror shall use its best efforts to take all actions reasonably necessary to cause the vacancy to be filled, as soon as practicable, by an individual designated by the Pulitzer Class B Holders (a "Replacement PCBH Designee"), but in any event no later than the first meeting of the Acquiror Board following cessation of service by such Initial PCBH Designee or PCBH Designee. Each Initial PCBH Designee, PCBH Designee or Replacement PCBH Designee shall be reasonably acceptable to Acquiror and shall be eligible to serve on the Acquiror Board under applicable law. (b) Notwithstanding anything to the contrary herein, in the event that, as a result of the nomination and/or appointment of, or the Pulitzer Class B Holders' right to designate, a proposed Initial PCBH Designee, PCBH Designee or Replacement PCBH Designee, the following (an "Ownership Conflict") shall occur and be continuing: (i) Acquiror or any of its subsidiaries is (or, as a result of any proposed acquisition of an ownership interest in, or management or control of, or other relationship with, a radio or television broadcast station by Acquiror or any of its subsidiaries, any of them would be) in violation of the rules and regulations of the Federal Communications Commission (the "FCC"), now in effect or as hereafter amended, governing ownership of mass media facilities by broadcast licensees including, but not limited to, the FCC's rules and policies concerning attribution of ownership, see 47 C.F.R. Sec.73.3555 and Notes thereto 2 (collectively, the "FCC Cross-Ownership Rules") or any other rule, regulation or policy of the FCC, or (ii) Acquiror or any of its subsidiaries is not (or, as a result of any proposed acquisition of an ownership interest in, or management or control of, or other relationship with, a radio or television broadcast station by Acquiror or any of its subsidiaries, any of them would not be) entitled to maintain, renew or obtain any license, approval or authorization granted by the FCC; then all obligations on the part of Acquiror and the Acquiror Stockholder under this Agreement shall be suspended until the Ownership Conflict shall cease to be continuing. If the Pulitzer Class B Holders shall not be permitted by virtue of this Section 1(b) to representation on the Acquiror Board as described herein, or if the Pulitzer Class B Holders should elect from time to time observer status in lieu of a seat or seats on the Acquiror Board by written notice to Acquiror and the Acquiror Stockholder, then to the extent permitted by law, including but not limited to the rules, regulations and policies of the FCC, and except as would not cause any loss of attorney-client privilege by Acquiror or any of its subsidiaries, the Pulitzer Class B Holders shall for the period of this Agreement be entitled to designate a non-voting observer or observers who shall be entitled to notice of and to attend all meetings of the Acquiror Board and to receive or review, as the case may be, copies of all documents provided to members of the Acquiror Board. Such observer or observers shall enter into customary confidentiality arrangements with Acquiror. Subject to the provisions of this Section 1(b), at any time and from time to time, the Pulitzer Class B Holders may nominate for election pursuant to Section 1(a) above a Replacement PCBH Designee in lieu of such observer or observers. 2. TERMINATION OF RIGHTS. The rights of the Pulitzer Class B Holders under Section 1 hereof shall terminate upon the earliest of (i) the date on which the Pulitzer Class B Holders or their respective affiliates cease to beneficially own at least an aggregate of 50% of the PCBH Shares (as equitably adjusted for stock splits, combinations, dividends, corporate reorganizations and similar events) or (ii) the date on which the Pulitzer Class B Holders elect to terminate Section 1 of this Agreement by notice to the other parties hereto. 3. REPRESENTATIONS AND WARRANTIES OF ACQUIROR. Acquiror represents and warrants to the Pulitzer Class B Holders that: (a) Acquiror has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Acquiror and the performance of its obligations hereunder have been duly and validly authorized by Acquiror, and no other proceedings on the part of Acquiror are necessary to authorize the execution and delivery of this Agreement or to perform such obligations except approval of Acquiror Board of a resolution increasing the size of Acquiror Board as provided herein and election of the PCBH Designees as provided herein. This Agreement has been duly and validly executed and delivered by Acquiror and, assuming the due authorization, execution and delivery hereof by each other party hereto, constitutes a legal, valid and binding obligation of Acquiror enforceable against Acquiror in accordance with its terms, subject to (x) the Enforceability Exceptions and (y) as the same may be limited under the FCC Cross-Ownership Rules. (b) The execution and delivery of this Agreement by Acquiror do not, and the performance of this Agreement by Acquiror will not, (i) conflict with or violate the Certificate of Incorporation or By-laws of Acquiror, (ii) except as described in Section 3(c), conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Acquiror or by which any of Acquiror's property may be bound or (iii) 3 result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the Acquiror's properties pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Acquiror is a party or by which Acquiror or Acquiror's properties are bound or affected, except, in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not prevent or materially delay the performance by Acquiror of its obligations under this Agreement. (c) The execution and delivery of this Agreement by Acquiror do not, and the performance of this Agreement by Acquiror will not, require any consent, approval, authorization or permit of, or filing with or notification to, any federal, state, local or foreign regulatory body, except (i) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay the performance by Acquiror of Acquiror's obligations under this Agreement, (ii) filings with the SEC under the Exchange Act and (iii) any waiver, consent or declaratory ruling by, or any filing with, the FCC with respect to the FCC Cross-Ownership Rules to the extent that such Rules and Regulations may prohibit the performance of the Acquiror's obligations hereunder, or as may be otherwise required by the rules, regulations and policies of the FCC. 4. REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR STOCKHOLDER. The Acquiror Stockholder represents and warrants to the Pulitzer Class B Holders as follows: (a) The Acquiror Stockholder has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by the Acquiror Stockholder and the performance of the Acquiror Stockholder's obligations hereunder have been duly and validly authorized by the Acquiror Stockholder, and no other corporate proceedings on the part of the Acquiror Stockholder are necessary to authorize the execution and delivery of this Agreement or to perform such obligations. This Agreement has been duly and validly executed and delivered by the Acquiror Stockholder and, assuming the due authorization, execution and delivery hereof by each other party hereto, constitutes a legal, valid and binding obligation of the Acquiror Stockholder enforceable against the Acquiror Stockholder in accordance with its terms, subject to (x) the Enforceability Exceptions and (y) as the same may be limited under the FCC Cross-Ownership Rules. (b) The execution and delivery of this Agreement by the Acquiror Stockholder do not, and the performance of this Agreement by the Acquiror Stockholder will not, (i) conflict with or violate the Certificate of Incorporation or By-laws of the Acquiror Stockholder, (ii) except as described in Section 4(c) below, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to such Acquiror Stockholder or by which the Acquiror Shares are bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any Acquiror 4 Shares pursuant to, any note, bond, mortgage, indenture contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Acquiror Stockholder is a party or by which the Acquiror Shares are bound or affected, except, in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not prevent or materially delay the performance by the Acquiror Stockholder of its obligations under this Agreement. (c) The execution and delivery of this Agreement by the Acquiror Stockholder do not, and the performance of this Agreement by such Acquiror Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any federal, state, local or foreign regulatory body, except (i) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay the performance by the Acquiror Stockholder of its obligations under this Agreement, (ii) filings with the SEC under the Exchange Act and (iii) any waiver, consent or declaratory ruling by, or any filing with, the FCC with respect to the FCC Cross-Ownership Rules, to the extent that such FCC Cross-Ownership Rules may prohibit the performance of the Acquiror Stockholder's obligations hereunder, or as may be otherwise required by the rules, regulations and policies of the FCC. (d) The Acquiror Stockholder is the owner of the Acquiror Shares free and clear of all options, rights of first refusal, agreements, limitations on voting rights, and Liens. The Acquiror Stockholder has sole voting power with respect to the Acquiror Shares or has the power to direct the voting of the Acquiror Shares. The Acquiror Stockholder has not appointed or granted any proxy, which appointment or grant is still effective, with respect to the Acquiror Shares, other than pursuant to the Acquiror Voting Agreement, dated May 25, 1998, among the Acquiror Stockholder and the Company, or as otherwise disclosed in Schedule 5.05(a) to the Merger Agreement. The Acquiror Stockholder has sole voting power with respect to the Acquiror Shares, and the person executing this Agreement on behalf of the Acquiror Stockholder has the power to direct the voting of such Acquiror Shares. 5. NO PROHIBITION ON TRANSFERS. Nothing in this Agreement shall prevent the Acquiror Stockholder from offering, selling, transferring, pledging or in any other way disposing of or placing encumbrances upon the Acquiror Shares. 6. COMPENSATION, EXPENSES, INSURANCE. The Initial PCBH Designees, PCBH Designees and Replacement PCBH Designees serving on the Acquiror Board shall be entitled to fees and other compensation, participation in option, stock or other benefit plans for which directors are eligible, reimbursement of expenses, and directors and officers liability insurance and indemnities on an equal basis with other members of the Acquiror Board. 7. PROVISIONS SPECIFICALLY ENFORCEABLE. (a) The obligations of Acquiror and the Acquiror Stockholder under this Agreement are unique. Acquiror and the Acquiror Stockholder acknowledge that it would be extremely difficult or impracticable to measure the resulting damages caused by any breach of this Agreement. Acquiror and the Acquiror Stockholder agree that, in the event of a breach of this Agreement by either Acquiror or the Acquiror Stockholder, the Pulitzer Class B Holders, in addition to any other available rights or remedies, shall be entitled to 5 specific performance of the obligations of Acquiror and the Acquiror Stockholder under this Agreement, and Acquiror and the Acquiror Stockholder expressly agree that a remedy in damages will not be adequate. (b) The remedies provided in this Section 7 are cumulative and are in addition to any other remedies in law or equity which may be available to the Pulitzer Class B Holders. The election of one or more remedies shall not bar the use of other remedies unless circumstances make the remedies incompatible. 8. CHOICE OF LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware regardless of the laws that might otherwise govern under principles of conflicts of law applicable hereto. 9. ATTORNEY'S FEE. In any action to enforce the terms of this Agreement, the prevailing party shall be entitled to recover its attorneys' fees and court costs and other nonreimbursable litigation expenses, such as expert witness fees and investigation expenses. 10. MERGER AND MODIFICATION. This Agreement sets forth the entire agreement between the parties relating to the subject matter hereof, and supersedes all other oral or written agreements. This Agreement may be modified or terminated only in a writing signed by all parties. 11. BINDING ON SUCCESSORS. This Agreement shall be binding upon Acquiror, the Acquiror Stockholder and their respective successors and assigns. 12. RULES OF CONSTRUCTION. All section captions are for convenience of reference only, and shall not be considered in construing this Agreement. 13. NOTICES. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person, by telecopy with answerback, by express or overnight mail delivered by a nationally recognized air courier (delivery charges prepaid) or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties as follows: (a) if to the Pulitzer Class B Holders, c/o Pulitzer Publishing Company, 900 North Tucker Boulevard, St. Louis, Missouri 63101, (b) if to the Acquiror Stockholder, Hearst Broadcasting, Inc., 959 Eighth Avenue, New York, New York 10166, attention: James M. Asher, with a copy to Rogers & Wells LLP, 200 Park Avenue, New York, New York 10166, attention: Steven A. Hobbs, Esq., and (c) if to Acquiror, Hearst-Argyle Television, Inc., 959 Eighth Avenue, New York, New York 10106, attention: Dean H. Blythe, with a copy to Rogers & Wells LLP, 200 Park Avenue, New York, New York 10166, attention: Steven A. Hobbs, Esq., or to such other address as the party to whom notice is given may have previously furnished to the others in writing in the manner set forth above. Any notice or communication delivered in person shall be deemed 6 effective on delivery. Any notice or communication sent by telecopy or by air courier shall be deemed effective on the first business day at the place at which such notice or communication is received following the day on which such notice or communication was sent. Any notice or communication sent by registered or certified mail shall be deemed effective on the fifth business day at the place from which such notice or communication was mailed following the day on which such notice or communication was mailed. 14. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. [The remainder of this page intentionally left blank.] 7 IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first written above. HEARST-ARGYLE TELEVISION, INC. By:______________________ Name: Title: HEARST BROADCASTING, INC. By:_______________________ Name: Title: _________________________ Emily Rauh Pulitzer _________________________ Michael E. Pulitzer _________________________ David E. Moore 8 EX-7.15 3 EXHIBIT 7.16 ACQUIROR VOTING AGREEMENT ACQUIROR VOTING AGREEMENT (this "Agreement"), dated May 25, 1998, between Pulitzer Publishing Company, a Delaware corporation (the "Company") and Hearst Broadcasting, Inc., a Delaware corporation (the "Acquiror Stockholder"). W I T N E S S E T H: WHEREAS, concurrently herewith, Hearst-Argyle Television, Inc., a Delaware corporation ("Acquiror"), and the Company are entering into an Agreement and Plan of Merger (as such agreement may hereafter be amended from time to time, the "Merger Agreement"), pursuant to which the Company will be merged with and into Acquiror (the "Merger"); WHEREAS, the Acquiror Stockholder controls or owns all of the issued and outstanding shares of Series B Common Stock, par value $.01 per share, of Acquiror; and WHEREAS, as an inducement and a condition to entering into the Merger Agreement, the Company has required that the Acquiror Stockholder agrees, and the Acquiror Stockholder has agreed, to enter into this Agreement; NOW, THEREFORE, in consideration of the foregoing and the mutual premises, representations, warranties, covenants and agreements contained herein, the parties hereto, intending to be legally bound, hereby agree as follows: 1. Definitions. Capitalized terms used and not defined herein have the respective meanings ascribed to them in the Merger Agreement. For purposes of this Agreement, "Beneficially Own" or "Beneficial Ownership" with respect to any securities shall mean having "beneficial ownership" of such securities (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), including pursuant to any agreement, arrangement or understanding, whether or not in writing. Notwithstanding the foregoing, securities Beneficially Owned by a Person shall not include securities which are actually owned by other Persons but which such Person may be deemed to Beneficially Own under Rule 13d-3 under the Exchange Act solely because such Person may be deemed to be part of a "group" with such other Persons as within the meaning of Section 13(d)(3) of the Exchange Act. 2. PROVISIONS CONCERNING THE SHARES. (a) The Acquiror Stockholder hereby agrees that during the period commencing on the date hereof and continuing until the first to occur of the Effective Time or the date on which the Merger Agreement is terminated in accordance with its terms, at any meeting of the holders of any capital stock of Acquiror ("Acquiror Stock"), however called, or in connection with any written consent of the holders of Acquiror Stock, the Acquiror Stockholder shall vote (or cause to be voted) all shares of Acquiror Stock held of record or Beneficially Owned by the Acquiror Stockholder, whether heretofore owned or hereafter acquired (collectively, the "Shares"), (i) in favor of the Merger, the execution and delivery by Acquiror of the Merger Agreement and the approval of the terms thereof, and each of the other transactions and actions contemplated by the Merger Agreement and this Agreement (and the matters related to the consummation thereof) and any actions required in furtherance thereof and hereof; and (ii) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Acquiror under the Merger Agreement or this Agreement or that would result in any of the conditions to the obligations of Acquiror under the Merger Agreement not being fulfilled. (b) In the event of a stock dividend or distribution, or any change in Acquiror Stock by reason of any stock dividend, split-up, recapitalization, combination, exchange of shares or the like, the term "Shares" shall be deemed to refer to and include the Shares as well as all such stock dividends and distributions and any shares into which or for which any or all of the Shares may be changed or exchanged. 3. Other Representations, Warranties and Covenants. The Acquiror Stockholder hereby represents, warrants and covenants to the Company as follows: (a) Ownership of Shares. The Acquiror Stockholder Beneficially Owns all of the Shares, free and clear of all Liens, constituting all of the issued and outstanding shares of Series B Common Stock, and has sole voting power or sole power to issue instructions with respect to the matters covered hereby. (b) Power; Binding Agreement. The Acquiror Stockholder has the legal capacity, power and authority to enter into and perform all of the Acquiror Stockholder's obligations under this Agreement. The execution, delivery and performance of this Agreement by the Acquiror Stockholder will not violate any other agreement to which the Acquiror Stockholder is a party, including, without limitation, any voting agreement, stockholders agreement or voting trust. This Agreement has been duly and validly executed and delivered and authorized by the Acquiror Stockholder and constitutes a valid and binding agreement of the Acquiror Stockholder, enforceable against the Acquiror Stockholder in accordance with its terms. (c) No Conflicts. (i) No filing with, and no permit, authorization, consent or approval of, any state or federal public body or authority is necessary for the execution of this Agreement by the Acquiror Stockholder and the consummation by the Acquiror Stockholder of the transactions contemplated hereby (other than filings with the SEC or FCC), and (ii) none of the execution and delivery of this Agreement by the Acquiror Stockholder, the consummation by the Acquiror Stockholder of the transactions contemplated hereby or 2 compliance by the Acquiror Stockholder with any of the provisions hereof shall (A) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind to which the Acquiror Stockholder is a party or by which the Acquiror Stockholder or any of the Acquiror Stockholder's properties or assets may be bound, or (B) violate any order, writ, injunction, decree, judgment, order, statute, rule or regulation applicable to the Acquiror Stockholder or any of the Acquiror Stockholder's properties or assets. (d) Restriction on Transfers, Proxies and Non-Interference. Beginning on the date hereof and continuing until this Agreement terminates pursuant to Section 4, except as applicable in connection with the transactions contemplated by the Merger Agreement, the Acquiror Stockholder shall not, directly or indirectly, (i) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit any Shares into a voting trust or enter into or amend a voting agreement with respect to any Shares, or (ii) take any action that would have the effect of preventing or disabling the Acquiror Stockholder from performing the Acquiror Stockholder's obligations under this Agreement. (e) Reliance by the Company. The Acquiror Stockholder understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon the Acquiror Stockholder's execution and delivery of this Agreement. (f) Further Assurances. From time to time, at the other party's request and without further consideration, each party hereto shall execute and deliver such additional documents and take all such further lawful action as may be necessary or desirable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement. 4. Termination. Except as otherwise provided in Section 2 of this Agreement, this Agreement shall terminate (a) in the event the Merger Agreement is terminated in accordance with its terms upon such termination, and (b) in the event the Merger is consummated, upon the Effective Time; provided that no such termination shall relieve any party of liability for a breach hereof prior to termination. 5. Miscellaneous. (a) Entire Agreement. This Agreement and the Merger Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. (b) Certain Events. The Acquiror Stockholder agrees that (i) this Agreement and the obligations hereunder shall attach to the Acquiror 3 Stockholder's Shares and shall be binding upon any Person to which legal or beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including, without limitation, the Acquiror Stockholder's heir, guardians, administrators or successors and (ii) it shall not sell, transfer, pledge, assign or otherwise dispose of ("Transfer"), or enter into any contract, option or other arrangement with respect to the Transfer of, any shares of Acquiror Stock held by the Acquiror Stockholder, unless as a condition of such Transfer, the transferee agrees in writing to be bound by the terms and conditions of this Agreement. (c) Assignment. This Agreement shall not be assigned by operation of law or otherwise without the prior written consent of the other party, and any purported assignment in violation hereof shall be null and void. (d) Amendments, Waivers, Etc. This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except upon the execution and delivery of a written agreement executed by the parties hereto. (e) Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly received if so given) by hand delivery, telegram, telex or telecopy, or by mail (registered or certified mail, postage prepaid, return receipt requested) or by any courier service, such as Federal Express, providing proof of delivery. All communica- tions hereunder shall be delivered to the respective parties at the following addresses: If to Acquiror Hearst Broadcasting, Inc. Stockholder: 959 Eighth Avenue New York, New York 10106 Attention: James M. Asher Copy to: Rogers & Wells LLP 200 Park Avenue New York, New York 10166 (212) 878-8417 (telecopier) Attention: Steven A. Hobbs, Esq. If to the Company: Pulitzer Publishing Company 900 North Tucker Boulevard St. Louis, Missouri 63101 (314) 340-3125 (telecopier) Attention: Michael E. Pulitzer Copy to: Fulbright & Jaworski L.L.P. 666 Fifth Avenue New York, New York 10103 (212) 752-5958 (telecopier) Attention: Richard A. Palmer, Esq. or to such other address as the Person to whom notice is given may have previously furnished to the others in writing in the manner set forth above. (f) Severability. Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective 4 and valid under applicable law but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein. (g) Specific Performance. Each of the parties hereto recognizes and acknowledges that a breach by it of any covenants or agreements contained in this Agreement will cause the other party to sustain damages for which it would not have an adequate remedy at law for money damages, and therefore each of the parties hereto agrees that in the event of any such breach the aggrieved party shall be entitled to the remedy of specific performance of such covenants and agreements and injunctive and other equitable relief in addition to any other remedy to which it may be entitled, at law or in equity. (h) Remedies Cumulative. All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party. (i) No Waiver. The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance. (j) No Third Party Beneficiaries. This Agreement is not intended to be for the benefit of, and shall not be enforceable by, any Person who or which is not a party hereto. (k) Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof. (l) Jurisdiction. Each party hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery in the State of Delaware or the United States District Court for the Southern District of New York or any court of the State of New York located in the City of New York in any action, suit or proceeding arising in connection with this Agreement, and agrees that any such action, suit or proceeding shall be brought only in such court (and waives any objection based on forum non conveniens or any other objection to venue therein); provided, however, that such consent to jurisdiction is solely for the purpose referred to in this paragraph (l) and shall not be deemed to be a general submission to the jurisdiction of said courts or in the States of Delaware or New York other than for such purposes. Each party hereto hereby waives any right to a trial by jury in connection with any such action, suit or proceeding. 5 (m) Descriptive Headings. The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. (n) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same Agreement. IN WITNESS WHEREOF, the Company and the Acquiror Stockholder have caused this Agreement to be duly executed as of the day and year first above written. Pulitzer Publishing Company By:_____________________ Name: Title: Hearst Broadcasting, Inc. By:______________________ Name: Title: 6 -----END PRIVACY-ENHANCED MESSAGE-----