-----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, Ld6UuIXkG3K3Pnd6mUy7WeW5GzzEnndbrffi5PcGguT3wH//gIqzFbeDJnZ6I7hA jwyxulK0hK5w2IKZoSM9nA== 0000897204-08-000082.txt : 20080711 0000897204-08-000082.hdr.sgml : 20080711 20080711115909 ACCESSION NUMBER: 0000897204-08-000082 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080711 DATE AS OF CHANGE: 20080711 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: 08948473 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 sc13da.htm AMENDMENT NO 66

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. 67)

 

 

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:

Richard D. Pritz, Esq.

Kathleen L. Werner, Esq.

Clifford Chance US LLP

31 West 52nd Street

New York, New York 10019

(212) 878-8000

 

 

July 9, 2008

(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. o

 

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)o

(b)o

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)

o

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

75,446,582

 

9.

SOLE DISPOSITIVE POWER

 

 

10.

SHARED DISPOSITIVE POWER

75,446,582

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

75,446,582

12.

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

o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

80.4%

14.

TYPE OF REPORTING PERSON

CO

 

 

3

 



 

 

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)o

(b)o

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)

o

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

75,446,582

 

9.

SOLE DISPOSITIVE POWER

 

 

10.

SHARED DISPOSITIVE POWER

75,446,582

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

75,446,582

12.

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

o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

80.4%

14.

TYPE OF REPORTING PERSON

CO

 

 

4

 



 

 

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)o

(b)o

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)

o

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

75,446,582

 

9.

SOLE DISPOSITIVE POWER

 

 

10.

SHARED DISPOSITIVE POWER

75,446,582

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

75,446,582

12.

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

o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

80.4%

14.

TYPE OF REPORTING PERSON

CO

 

 

5

 



 

 

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)o

(b)o

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)

o

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

75,446,582

 

9.

SOLE DISPOSITIVE POWER

 

 

10.

SHARED DISPOSITIVE POWER

75,446,582

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

75,446,582

12.

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

o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

80.4%

14.

TYPE OF REPORTING PERSON

OO (Testamentary Trust)

 

 

6

 



 

 

SCHEDULE 13D

This Amendment No. 67 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"). Amendments No. 51 through 55 were filed as part of a Schedule TO-T, originally filed on September 14, 2007, and amended on September 20, 2007, September 25, 2007, October 3, 2007 and October 15, 2007.

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 $9,974,111.79. 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 Securities, as reported in Item 5(c) of this Statement, in order to increase its equity interest in the Issuer. See also Item 6.

As a result of Hearst Broadcasting’s owning at least an 80% interest in the Issuer, the Issuer will be included in the Hearst affiliated group of corporations, and will file its U.S. federal income tax return with Hearst on a consolidated basis. The filing of U.S. federal income tax returns on a consolidated basis may result in certain benefits to the constituent corporations, including Hearst, particularly when certain members of the consolidated group generate taxable income while others incur losses for U.S. federal income tax purposes. While neither the existing Hearst affiliated group nor the Issuer are currently incurring losses for U.S. federal income tax purposes, it is possible that either Hearst or the Issuer may incur a loss in a future period when the other is generating taxable income. In addition, as a result of consolidation, 100% of any dividends paid by the Issuer will be deductible from Hearst’s taxable income for U.S. federal income tax purposes. Prior to consolidation, Hearst was entitled to deduct only 80% of the dividends received from the Issuer from Hearst’s taxable income for U.S. federal income tax purposes.

Item 5.

Interest in Securities of the Issuer.

(a) and (b) As of July 9, 2008, the Reporting Persons owned 34,147,934 shares of Series A Common Stock of the Issuer and 41,298,648 shares of Series B Common Stock (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. 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 the Securities and the underlying Series A Common Stock. 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

 

7

 



 

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. If Hearst Broadcasting were to convert all of its convertible Securities, Hearst Broadcasting would own an approximately 80.4% ownership interest in the Issuer (on a fully diluted basis) based on the combined number of 93,878,024 outstanding shares of Class A Common Stock and Class B Common Stock reported by the Issuer as being outstanding as of April 25, 2008, as per the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on May 2, 2008.

 

(c) Since filing Amendment No. 66 to the Statement, Hearst Broadcasting purchased 511,200 shares of Series A Common Stock of the Issuer pursuant to open-market purchases conducted under a “written plan for trading securities” within the meaning of Rule 10b5-1 promulgated under the Securities and Exchange Act of 1934, as amended. Further details regarding these purchases are set forth below.

Date

# of Shares

Price per Share ($)

Cost ($)

7/2/2008

200

18.87

3,774.00

7/2/2008

151

18.88

2,850.88

7/2/2008

2,000

18.90

37,800.00

7/2/2008

600

18.91

11,346.00

7/2/2008

5,200

18.94

98,488.00

7/2/2008

100

18.94

1,894.30

7/2/2008

300

18.95

5,683.50

7/2/2008

5,300

18.95

100,435.00

7/2/2008

800

18.96

15,164.00

7/2/2008

1,800

18.96

34,128.00

7/2/2008

1,100

18.97

20,867.00

7/2/2008

400

18.98

7,592.00

7/2/2008

200

19.03

3,806.00

7/2/2008

5,000

19.04

95,200.00

7/2/2008

2,149

19.05

40,927.71

7/2/2008

9,500

19.05

180,975.00

7/2/2008

500

19.07

9,535.00

7/2/2008

1,400

19.08

26,712.00

7/2/2008

4,400

19.10

84,040.00

7/2/2008

8,100

19.11

154,791.00

7/2/2008

5,800

19.12

110,896.00

7/2/2008

2,000

19.13

38,260.00

 

 

 

 

7/3/2008

200

18.77

3,754.00

7/3/2008

300

18.78

5,634.00

7/3/2008

8,700

18.80

163,560.00

 

 

8

 



 

 

 

7/3/2008

2,400

18.81

45,144.00

7/3/2008

1,900

18.82

35,758.00

7/3/2008

3,000

18.83

56,490.00

7/3/2008

1,500

18.84

28,260.00

7/3/2008

6,000

18.85

113,100.00

7/3/2008

4,400

18.86

82,984.00

7/3/2008

2,900

18.87

54,723.00

7/3/2008

5,200

18.88

98,176.00

7/3/2008

100

18.89

1,889.00

7/3/2008

3,900

18.90

73,710.00

7/3/2008

100

18.91

1,891.00

7/3/2008

2,200

18.92

41,624.00

 

 

 

 

7/7/2008

300

18.73

5,619.00

7/7/2008

500

18.74

9,370.00

7/7/2008

200

18.76

3,752.00

7/7/2008

100

18.79

1,879.00

7/7/2008

400

18.80

7,520.00

7/7/2008

2,400

18.81

45,144.00

7/7/2008

300

18.82

5,646.00

7/7/2008

200

18.83

3,766.00

7/7/2008

100

18.84

1,884.00

7/7/2008

500

18.85

9,425.00

7/7/2008

300

18.86

5,658.00

7/7/2008

700

18.87

13,209.00

7/7/2008

2,000

18.88

37,760.00

7/7/2008

1,000

18.89

18,890.00

7/7/2008

5,000

18.90

94,497.00

7/7/2008

800

18.90

15,120.00

7/7/2008

1,700

18.91

32,147.00

7/7/2008

10,000

18.92

189,200.00

7/7/2008

8,000

18.94

151,554.40

7/7/2008

5,000

18.95

94,739.00

7/7/2008

3,200

18.99

60,768.00

7/7/2008

3,400

19.08

64,872.00

7/7/2008

9,100

19.09

173,719.00

 

 

9

 



 

 

 

7/7/2008

7,500

19.10

143,250.00

7/7/2008

500

19.13

9,565.00

 

 

 

 

7/8/2008

285,000

19.79

5,640,150.00

 

 

 

 

7/9/2008

900

19.49

17,541.00

7/9/2008

8,800

19.50

171,600.00

7/9/2008

4,000

19.61

78,440.00

7/9/2008

2,400

19.62

47,088.00

7/9/2008

4,000

19.63

78,520.00

7/9/2008

2,000

19.64

39,280.00

7/9/2008

2,000

19.65

39,300.00

7/9/2008

2,000

19.66

39,320.00

7/9/2008

4,200

19.67

82,614.00

7/9/2008

2,000

19.68

39,360.00

7/9/2008

4,100

19.69

80,729.00

7/9/2008

2,000

19.70

39,400.00

7/9/2008

2,000

19.71

39,420.00

7/9/2008

2,000

19.72

39,440.00

7/9/2008

2,800

19.73

55,244.00

7/9/2008

2,000

19.74

39,480.00

7/9/2008

5,000

19.75

98,750.00

7/9/2008

2,000

19.76

39,520.00

7/9/2008

2,000

19.77

39,540.00

7/9/2008

2,000

19.78

39,560.00

7/9/2008

2,000

19.79

39,580.00

7/9/2008

2,000

19.80

39,600.00

7/9/2008

1,000

19.82

19,820.00

TOTAL

 

511,200

 

9,974,111.79

 

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

On December 5, 2007, the Board of Directors of Hearst approved the purchase from time to time by Hearst Broadcasting of up to 8 million shares of Series A Common Stock in open market and privately negotiated purchases in order to increase its ownership percentage in the Issuer to approximately 82% (on

 

10

 



 

a fully-diluted basis) for U.S. federal income tax purposes. This authorization supersedes all remaining ability to purchase Series A Common Stock under previous authorizations.

If both Hearst Broadcasting and the Issuer decide to purchase Series A Common Stock on the same day, and do so pursuant to Rule 10b-18 under the Exchange Act, they have agreed to aggregate their purchases, to use a single broker/dealer and to divide any such purchases between them equally.

 

11

 



 

 

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: July 10, 2008

 

 

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: July 10, 2008

 

 

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: July 10, 2008

 

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: July 10, 2008

 

 

THE HEARST FAMILY TRUST

 

 

By:

/s/ Frank A. Bennack, Jr.                              

 

Name:

Frank A. Bennack, Jr.

 

Title:

Trustee

 

 

 

 

 

 

 

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