-----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, RssAQCsmVnchqN83+33dmLKd8my3Iao/o03mGBIPgnRvS1r1GpFPUqiaUub+6CK/ 0v5euoVtjOL+v0W83BjfLA== 0000897204-07-000131.txt : 20070824 0000897204-07-000131.hdr.sgml : 20070824 20070824154956 ACCESSION NUMBER: 0000897204-07-000131 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070824 DATE AS OF CHANGE: 20070824 GROUP MEMBERS: HEARST HOLDINGS, INC. GROUP MEMBERS: THE HEARST CORPORATION GROUP MEMBERS: THE HEARST FAMILY TRUST 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: 1934 Act SEC FILE NUMBER: 005-45627 FILM NUMBER: 071078447 BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVE CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 2128876800 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 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 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 300 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2126492025 MAIL ADDRESS: STREET 1: 300 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 hearst13da.htm SC 13D AMENDMENT NO. 50

 

UNITED STATES

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. 50)

 

HEARST-ARGYLE TELEVISION, INC.

(Name of Issuer)

 

SERIES A COMMON STOCK

(Title of Class of Securities)

 

422317 10 7

(CUSIP Number)

 

Eve B. Burton

The Hearst Corporation

300 West 57th Street

New York, New York 10019

(212) 649-2045

 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

Copy to:

Kathleen L. Werner

Clifford Chance US LLP

31 West 52nd Street

New York, New York 10019

(212) 878-8000

 

August 24, 2007

(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. |_|

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

(Continued on following pages)

 

 



 

 

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.

SOURCES OF FUNDS

WC

 

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

|_|

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

 

7.

SOLE VOTING POWER

 

 

8.

SHARED VOTING POWER

69,786,759

 

9.

SOLE DISPOSITIVE POWER

 

 

10.

SHARED DISPOSITIVE POWER

69,786,759

 

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

69,786,759

 

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

|_|

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

73.6%

 

14.

TYPE OF REPORTING PERSON

CO

 

 

 



 

 

CUSIP No. 422317 10 7

13D

 

 

 

 

1.

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON

 

HEARST HOLDINGS, INC.

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) |_|

(b) |_|

3.

SEC USE ONLY

 

 

4.

SOURCES OF FUNDS

WC

 

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

|_|

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

 

7.

SOLE VOTING POWER

 

 

8.

SHARED VOTING POWER

69,786,759

 

9.

SOLE DISPOSITIVE POWER

 

 

10.

SHARED DISPOSITIVE POWER

69,786,759

 

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

69,786,759

 

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

|_|

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

73.6%

 

14.

TYPE OF REPORTING PERSON

CO

 

 

 



 

 

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.

SOURCES OF FUNDS

WC

 

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

|_|

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

 

7.

SOLE VOTING POWER

 

 

8.

SHARED VOTING POWER

69,786,759

 

9.

SOLE DISPOSITIVE POWER

 

 

10.

SHARED DISPOSITIVE POWER

69,786,759

 

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

69,786,759

 

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

|_|

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

73.6%

 

14.

TYPE OF REPORTING PERSON

CO

 

 

 



 

 

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.

SOURCES OF FUNDS

WC

 

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

|_|

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CALIFORNIA

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

 

7.

SOLE VOTING POWER

 

 

8.

SHARED VOTING POWER

69,786,759

 

9.

SOLE DISPOSITIVE POWER

 

 

10.

SHARED DISPOSITIVE POWER

69,786,759

 

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

69,786,759

 

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

|_|

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

73.6%

 

14.

TYPE OF REPORTING PERSON

OO (Testamentary Trust)

 

 

 



 

 

 

SCHEDULE 13D

 

This Amendment No. 50 on Schedule 13D (the "Schedule 13D") relating 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"), is being filed jointly by The Hearst Corporation, a Delaware corporation ("Hearst"), Hearst Holdings, Inc., a Delaware corporation ("Hearst Holdings") and wholly-owned subsidiary of Hearst, Hearst Broadcasting, Inc., a Delaware corporation ("Hearst Broadcasting") and wholly-owned subsidiary of Hearst Holdings, and The Hearst Family Trust, a testamentary trust (the "Trust", and together with Hearst, Hearst Holdings and Hearst Broadcasting, the "Reporting Persons"), and supplements and amends the statement on Schedule 13D originally filed with the Commission on April 4, 1997 (as amended, the "Statement").

 

Item 2. Identity and Background.

 

Raymond J. Petersen, Director of Hearst and Hearst Holdings, Executive Vice President: Hearst Magazines Division of Hearst Communications, Inc., and Trustee of the Trust, passed away on July 11, 2007. In addition, the principal business address of Hearst, Hearst Holdings and Hearst Broadcasting has changed from 959 Eighth Avenue to 300 West 57th Street, New York, New York 10019.

 

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 $6,604,429.50. Hearst Broadcasting used its working capital and the working capital of one or more of its affiliates to make such purchases.

 

Item 4. Purpose of Transaction.

 

Hearst Broadcasting purchased additional shares of Series A Common Stock, as reported in Item 5(c) of this Statement, between July 31 and August 17, 2006, in order to increase its equity interest in the Issuer.

 

On August 24, 2007, Hearst delivered the letter included in Exhibit 1 to the Issuer, and issued the press release attached as Exhibit 1, both of which are incorporated herein by reference. In these documents, Hearst announced that it intends to commence a tender offer to acquire all outstanding shares of Series A Common Stock at a price of $23.50 per share in cash.

 

Item 5. Interest in Securities of the Issuer.

 

(a) and (b) As of August 24, 2007, the Reporting Persons owned 27,501,980 shares of Series A Common Stock of the Issuer, 41,298,648 shares of Series B Common Stock and 500,000 of the Series B Preferred Securities (collectively, the "Securities"). 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 directly by Hearst Broadcasting represent, if converted, 41,298,648 shares of Series A Common Stock of the Issuer. Each of the Series B Preferred Securities are convertible at the option of Hearst Broadcasting into Series B Subordinated Debentures, on a share-for-share basis. Thereafter, the Series B Subordinated Debentures are required under the terms thereof to be converted into 986,131 shares of Series A Common Stock. Under the definition of "beneficial ownership" as set forth in Rule 13d-3 of the Exchange Act, Hearst Broadcasting, Hearst Holdings, Hearst and the Trust are deemed to have beneficial ownership of each of the combined 69,786,759 shares of 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 Holdings' issued and outstanding common stock, may be deemed to have the power to direct the voting of and disposition of the Securities. Hearst Holdings, 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 Holdings, 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 73.6% of the combined shares of Series A Common Stock and Series B Common Stock outstanding of the Issuer, based on the number of outstanding shares as of July 23, 2007, as per the Form 10-Q filed with the Securities and Exchange Commission on July 27, 2007, and assuming conversion of the Series B Preferred Securities owned by the Reporting Persons.

 

 



 

 

(c) Since filing Amendment No. 49 to the Statement, Hearst Broadcasting purchased 34,850 shares of Series A Common Stock of the Issuer pursuant to open-market transactions and 275,000 shares of Series A Common Stock of the Issuer through an unsolicited private transaction with a stockholder of the Issuer. Further details of these purchases are set forth below:

 

 

Date

 

# of Shares

Price per Share ($)

Cost ($)

7/31/2006

650

20.1300

13,084.50

7/31/2006

1,600

20.0300

32,048.00

7/31/2006

1,600

20.0000

32,000.00

7/31/2006

850

19.9900

16,991.50

7/31/2006

2,250

20.0200

45,045.00

7/31/2006

550

20.0100

11,005.50

7/31/2006

950

20.0600

19,057.00

7/31/2006

1,000

20.0400

20,040.00

7/31/2006

250

20.0500

5,012.50

7/31/2006

750

20.0500

15,037.50

7/31/2006

50

20.0300

1,001.50

7/31/2006

600

20.0400

12,024.00

7/31/2006

700

20.0700

14,049.00

7/31/2006

900

20.1000

18,090.00

7/31/2006

1,050

20.0900

21,094.50

7/31/2006

200

20.1200

4,024.00

7/31/2006

400

20.1100

8,044.00

8/1/2006

1,300

20.0600

26,078.00

8/1/2006

1,700

20.0800

34,136.00

8/1/2006

1,250

20.0700

25,087.50

8/1/2006

100

20.0400

2,004.00

8/1/2006

500

20.1000

10,050.00

8/1/2006

1,050

20.0500

21,052.50

8/1/2006

250

20.0900

5,022.50

8/3/2006

1,050

20.8000

21,840.00

8/3/2006

650

20.8100

13,526.50

8/3/2006

200

20.8200

4,164.00

8/3/2006

50

20.7800

1,039.00

8/3/2006

100

20.7700

2,077.00

8/3/2006

150

20.7400

3,111.00

8/3/2006

300

20.7200

6,216.00

8/3/2006

50

20.6500

1,032.50

8/3/2006

300

20.6900

6,207.00

8/3/2006

50

20.7100

1,035.50

8/3/2006

50

20.7300

1,036.50

8/3/2006

50

20.8400

1,042.00

8/3/2006

200

20.8300

4,166.00

8/3/2006

800

20.7600

16,608.00

8/3/2006

400

20.7900

8,316.00

8/3/2006

100

20.8700

2,087.00

8/3/2006

300

20.9100

6,273.00

8/3/2006

650

20.9200

13,598.00

8/3/2006

100

20.9900

2,099.00

8/3/2006

650

20.9800

13,637.00

8/3/2006

500

20.9700

10,485.00

8/3/2006

850

20.9500

17,807.50

8/3/2006

1,900

20.9600

39,824.00

8/3/2006

300

20.9300

6,279.00

8/3/2006

100

20.9400

2,094.00

8/3/2006

4,500

21.0000

94,500.00

8/17/2006

275,000

21.4300

5,893,250.00

Total

309,850

 

6,604,429.50

 

 

 



 

 

Item 7. Material to be filed as Exhibits.

 

 

Exhibit 1

Press release issued by Hearst on August 24, 2007,

 

including the Letter, dated August 24, 2007, from

 

 

Hearst to the Issuer.

 

 

 

 



 

 

 

 

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: August 24, 2007

 

 

 

HEARST BROADCASTING, INC.

 

 

By: /s/ James M. Asher

 

 

------------------------

 

Name: James M. Asher

 

 

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: August 24, 2007

 

 

 

HEARST HOLDINGS, INC.

 

 

By: /s/ James M. Asher

 

 

------------------------

 

 

Name: James M. Asher

 

 

Title: Senior 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: August 24, 2007

 

 

THE HEARST CORPORATION

 

 

By: /s/ James M. Asher

 

 

------------------------

 

 

Name: James M. Asher

 

 

Title: Senior 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: August 24, 2007

 

 

 

THE HEARST FAMILY TRUST

 

 

By: /s/ Victor F. Ganzi

 

 

----------------------------

 

Name: Victor F. Ganzi

 

 

Title: Trustee

 

 

 

 

 

 

 

 

EX-99 2 exhibit1.htm EXHIBIT 1 - PRESS RELEASE AND BOARD LETTER

 


News

 

HEARST CORPORATION PROPOSES TO ACQUIRE PUBLIC MINORITY STAKE IN HEARST-ARGYLE TELEVISION

 

Proposed Price of $23.50 in Cash per Share for 27% Public Stake

 

NEW YORK, August 24, 2007—Hearst Corporation announced today that it intends to make a tender offer for all of the outstanding shares of Hearst-Argyle Television, Inc. Series A Common Stock (NYSE: HTV) not owned by Hearst Corporation for $23.50 per share in cash. The offer price represents a premium of approximately 15% over the closing price of the Series A Common Stock on August 23, 2007 as well as the average closing price for the last four weeks. The transaction will be implemented through a cash tender offer made for the publicly held Hearst-Argyle Television shares, followed by a cash merger at the same per share price paid in the tender offer.

 

Hearst Corporation currently owns approximately 52% of the outstanding Series A Common Stock and 100% of the Series B Common Stock, representing in the aggregate approximately 73% of both the outstanding equity and general voting power of Hearst-Argyle Television. The aggregate consideration payable under the proposal for the public stake is approximately $600 million. Following the transaction, Hearst-Argyle Television would become a wholly owned subsidiary of Hearst Corporation.

 

ABOUT THE TENDER OFFER

 

The offer will be irrevocably conditioned upon the tender of a majority of the outstanding shares of Series A Common Stock not held by Hearst Corporation and certain related persons. Unless waived, the offer will also be conditioned upon, among other things, Hearst Corporation owning at least 90% of the outstanding Hearst-Argyle Television shares as a result of the offer or otherwise. In addition, assuming the offer is completed and Hearst Corporation owns at least 90% of the outstanding shares, it will promptly complete a “short-form” merger to acquire the remaining shares at the same price paid in the offer. The offer will not be conditioned on Hearst Corporation obtaining any financing.

 

Hearst Corporation expects to commence the tender offer in early September 2007. Offering materials will be mailed to Hearst-Argyle Television stockholders and Hearst Corporation will file all necessary information with the United States Securities and Exchange Commission. The commencement and completion of the tender offer and, if the tender offer is completed, the consummation of the merger, do not require any approval by Hearst-Argyle Television’s board of directors and Hearst Corporation has not asked Hearst-Argyle Television’s board of directors to approve the tender offer or the merger. Under applicable law, Hearst-Argyle Television is required to file with the SEC a statement as to its position on the offer as well as other required information within 10 business days of the date on which the offer is commenced.

 

 



 

 

A copy of the letter Hearst Corporation sent to Hearst-Argyle Television’s board of directors is attached to this press release.

 

Lazard Freres & Co. LLC is acting as financial advisor to Hearst Corporation in connection with the offer.

 

ABOUT HEARST CORPORATION

 

Hearst Corporation’s (www.hearst.com) major interests include 12 daily and 31 weekly newspapers, including the Houston Chronicle, San Francisco Chronicle, and Albany Times Union; nearly 200 magazines around the world, including Cosmopolitan and O, The Oprah Magazine; 29 television stations through Hearst-Argyle Television which reach a combined 18% of U.S. viewers; ownership in leading cable networks, including Lifetime, A&E, The History Channel and ESPN; as well as business publishing, including a joint venture interest in Fitch Ratings; Internet businesses, television production, newspaper features distribution and real estate.

 

NOTICE FOR HEARST-ARGYLE TELEVISION STOCKHOLDERS

 

Hearst-Argyle Television stockholders and other interested parties are urged to read Hearst Corporation’s tender offer statement and other relevant documents filed with the SEC when they become available because they will contain important information. Hearst-Argyle Television stockholders will be able to receive such documents free of charge at the SEC’s Web site, www.sec.gov, or from Hearst Corporation’s Web site, www.hearst.com.

 

FORWARD-LOOKING STATEMENTS WARNING

 

This news release contains forward-looking statements. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. The statements are based upon Hearst Corporation’s current expectations and beliefs and are subject to a number of known and unknown risks and uncertainties that could cause actual results to differ materially from those described in the forward looking statements. There can be no assurances that any transaction will be consummated. Actual results could differ materially from what is expressed or forecasted in this news release. Some of the relevant risk factors are discussed in Hearst-Argyle Television’s Annual Reports on Form 10-K and other reports that have been filed by Hearst-Argyle Television with the SEC. Hearst Corporation disclaims any obligation to update or revise the information in this news release based on new information or otherwise.

 

###

 

Contact: Paul J. Luthringer, Hearst Corporation, 212-649-2540, pluthringer@hearst.com

 

 



 

 

[Hearst Corporation]

 

 

 

August 24, 2007

 

 

Board of Directors

Hearst-Argyle Television, Inc.

300 West 57th Street

New York, New York 10019

 

Ladies and Gentlemen:

 

We are pleased to offer to acquire all of the outstanding shares of Hearst-Argyle Television, Inc. Series A Common Stock that are not currently owned by us at a purchase price of $23.50 per share in cash.

 

We believe that our offer is fair to the public stockholders of Hearst-Argyle. This offer represents a premium of approximately 15% over the closing price of the shares of Series A Common Stock on August 23, 2007 as well as the average closing price for the last four weeks. Recent events in the capital markets have placed a meaningful premium on liquidity, and we believe this offer is fair to Hearst-Argyle's public stockholders because, among other things, it provides immediate liquidity at an attractive premium to market.

 

The competitive demands of the TV broadcasting industry and changes in the broader media industry, when balanced against the pressures on a public company to deliver short-term results, have convinced us that private ownership of Hearst-Argyle is desirable and will assist Hearst-Argyle in attaining its strategic and business objectives. At the time Hearst invested in Hearst-Argyle, we believed the availability of a public currency would enable Hearst-Argyle to grow through acquisitions, and the transaction where Hearst-Argyle acquired the Pulitzer stations would not have been possible without a public currency. The landscape has changed since that time, and we now believe that Hearst-Argyle should be privately owned.

 

We intend to structure the transaction as a cash tender offer made directly to the holders of Series A Common Stock. Under federal securities law, you will be required to consider the offer and communicate with the holders of Series A Common Stock concerning your views regarding the offer. We expect that you will form a special committee of independent directors to consider our offer and make a recommendation to Hearst-Argyle’s stockholders regarding the offer. Our directors and executive officers who sit on your board will support the creation of a special committee. We expect the special committee will retain its own legal and financial advisors to help it consider its position with respect to this offer. We intend to file the offering materials with the Securities and Exchange Commission and commence the tender offer in early September. This will give you sufficient time to form a special committee and for the committee to hire advisors and begin its analysis. We believe that by proceeding with a tender offer the public stockholders will be able to receive payment for their shares earlier than would be the case if we sought to negotiate a merger agreement.

 

 



 

 

Our proposal is not conditioned upon the special committee recommending or approving the offer.

 

The tender offer will be irrevocably conditioned upon the tender of a majority of the shares not owned by us and certain persons related to us. Unless waived, the offer also will be conditioned upon, among other things, our owning at least 90% of the outstanding Hearst-Argyle shares as a result of the offer or otherwise. In addition, assuming the offer is completed and we own at least 90% of the then outstanding shares, we will promptly complete a "short-form" merger to acquire any remaining shares at the same per share paid in the offer. If necessary to achieve 90% ownership, we will convert our existing holdings of Hearst-Argyle securities. There will be no financing contingency associated with the tender offer.

 

Please be aware that we are only interested in acquiring the shares of Hearst-Argyle that we do not already own and are not interested in selling any of our interests in Hearst-Argyle.

 

A copy of the press release announcing the tender offer is attached for your information. We expect to make this release public later today. Please call me if you have any questions concerning our offer.

 

All good wishes,

 

Sincerely yours,

 

/s/ Victor F. Ganzi                        

Victor F. Ganzi

 

Enclosure

 

 

 

 

 

 

 

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