-----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, TU5LI+bpImbFMqBjYVlVF11++iipP8u6Wms+3nTAy4lVghuIe1HxHPbk1Vg3hDUJ EricXBTMCokxXomnjKM/FA== 0000950123-00-003991.txt : 20000426 0000950123-00-003991.hdr.sgml : 20000426 ACCESSION NUMBER: 0000950123-00-003991 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000425 GROUP MEMBERS: HEARST BROADCASTING INC 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: SEC FILE NUMBER: 005-45627 FILM NUMBER: 608473 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 AMENDMENT #29 TO SCHEDULE 13D 1 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. 29)* 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. BONNIE A. BARSAMIAN, ESQ. ROGERS & WELLS, LLP 200 PARK AVENUE NEW YORK, NEW YORK 10166 (212) 878-8000 APRIL 20, 2000 (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) 1 2 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER 58,397,190 9. SOLE DISPOSITIVE POWER 10. SHARED DISPOSITIVE POWER 58,397,190 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 58,397,190 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 63.02% 14. TYPE OF REPORTING PERSON CO 2 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)|_| (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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER 58,397,190 9. SOLE DISPOSITIVE POWER 10. SHARED DISPOSITIVE POWER 58,397,190 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 58,397,190 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 63.02% 14. TYPE OF REPORTING PERSON CO 3 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)|_| (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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER 58,397,190 9. SOLE DISPOSITIVE POWER 10. SHARED DISPOSITIVE POWER 58,397,190 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 58,397,190 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 63.02% 14. TYPE OF REPORTING PERSON CO 4 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)|_| (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 CALIFORNIA 7. SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER 58,397,190 9. SOLE DISPOSITIVE POWER 10. SHARED DISPOSITIVE POWER 58,397,190 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 58,397,190 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 63.02% 14. TYPE OF REPORTING PERSON OO (Testamentary Trust) 5 6 SCHEDULE 13D This Amendment No. 29, 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 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"), 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 $71,259,333.50. 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 Issuer. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) and (b) As of April 20, 2000 the Reporting Persons owned 17,098,542 shares of Series A Common Stock of the Issuer and 41,298,648 shares of Series B Common Stock of the Issuer (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 each of the combined 58,397,190 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 63.02% 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 the date hereof, provided to the Reporting Persons by the Issuer. 6 7 (c) Since filing Amendment No. 28 to the Statement, Hearst Broadcasting has made the following purchases of Series A Common Stock of the Issuer pursuant to open market transactions:
DATE # OF SHARES PRICE PER SHARE ($) COST ($) ---- ----------- ------------------- -------- 03/01/00 500 20.8750 10,457.50 03/01/00 500 20.9375 10,488.75 03/01/00 2,500 21.0000 52,600.00 03/02/00 5,000 21.3750 107,075.00 03/06/00 90,000 21.0000 1,893,600.00 03/06/00 5,400 20.6250 111,591.00 03/06/00 1,500 20.5625 30,903.75 03/06/00 1,000 20.3125 20,352.50 03/07/00 2,300 20.7500 47,817.00 03/07/00 1,500 20.8125 31,278.75 03/07/00 10,000 21.0000 210,400.00 03/08/00 6,900 21.0000 145,176.00 03/10/00 700 20.8750 14,640.50 03/10/00 500 20.9375 10,488.75 03/13/00 1,400 21.0000 29,456.00 03/15/00 265,600 21.0000 5,588,224.00 03/22/00 50,000 22.6250 1,131,250.00 03/22/00 10,000 21.7500 217,500.00 04/19/00 1,300 20.7500 27,027.00 04/19/00 2,000 20.8125 41,705.00 04/19/00 800 20.9375 16,782.00 04/19/00 500 21.0000 10,520.00 --------- -------------- Total 459,900 9,759,333.50 --------- --------------
7 8 Since filing Amendment No. 28 to the Statement, Hearst Broadcasting has made the following purchase of Series A Common Stock of the Issuer pursuant to a privately negotiated transaction:
DATE # OF SHARES PRICE PER SHARE ($) COST ($) 04/20/00 3,000,000 20.5000 61,500,000.00 Total 3,000,000 61,500,000.00 --------- ------------- Combined Total 3,459,900 71,259,333.50 ========= =============
8 9 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: April 25, 2000 HEARST BROADCASTING, INC. By: /s/ Jodie W. King ---------------------------- Name: Jodie W. King Title: Vice President 9 10 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: April 25, 2000 HEARST HOLDINGS, INC. By: /s/ Jodie W. King ---------------------------- Name: Jodie W. King Title: Vice President 10 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: April 25, 2000 THE HEARST CORPORATION By: /s/ Jodie W. King -------------------------- Name: Jodie W. King Title: Vice President 11 12 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: April 25, 2000 THE HEARST FAMILY TRUST By: /s/ Mark F. Miller ------------------------ Name: Mark F. Miller Title: Trustee 12 13 SCHEDULE I INFORMATION REGARDING THE DIRECTORS AND EXECUTIVE OFFICERS OF HEARST, HEARST BROADCASTING AND HEARST HOLDINGS AND TRUSTEES OF THE HEARST FAMILY TRUST Set forth in the table below is the name and the present principal occupation or employment of each director and executive officer of Hearst, Hearst Broadcasting and Hearst Holdings. Unless otherwise indicated, each person identified below is employed by Hearst Communications, Inc., an indirect, wholly-owned subsidiary of Hearst, and may perform services for Hearst or one of Hearst's other wholly-owned subsidiaries. The principal business address of Hearst, Hearst Broadcasting, Hearst Holdings and Hearst Communications, Inc. and, unless otherwise indicated, each person identified below, is 959 Eighth Avenue, New York, New York 10019. The principal business address of the Trust is 888 Seventh Avenue, New York, New York 10106. Trustees of the Trust are identified by an asterisk ("*"). Unless otherwise indicated, all persons identified below are United States citizens.
Present Office/Principal Name Occupation or Employment - ---- ------------------------ HEARST George R. Hearst, Jr.* Chairman of the Board, Chairman of Executive Committee, Director Frank A. Bennack, Jr.* President and Chief Executive Officer, Director Victor F. Ganzi* Executive Vice President and Chief Operating Officer, Director James M. Asher Senior Vice President, Chief Legal and Development Officer Cathleen P. Black Senior Vice President, Director; President: Hearst Magazines Division, Hearst Communications, Inc. John G. Conomikes* Senior Vice President, Director Ronald J. Doerfler Senior Vice President, Chief Financial Officer and Treasurer George B. Irish Senior Vice President, Director; President: Hearst Newspapers Division, Hearst Communications, Inc. Raymond E. Joslin Senior Vice President, Director; President: Hearst Entertainment and Syndication Group Administration Division, Hearst Communications, Inc. David J. Barrett (1) Director; President and Co-Chief Executive Officer: Hearst-Argyle Television, Inc. Millicent H. Boudjakdji* Director
13 14 Richard E. Deems* (2) Director Austin Hearst (3) Director; Vice President: Hearst Entertainment Distribution Division, Hearst Entertainment, Inc. John R. Hearst, Jr.* Director Randolph A. Hearst* Director William R. Hearst, III* (4) Director; Partner: Kleiner, Perkins, Caufield & Byers Harvey L. Lipton* (2) Director Terence G. Mansfield (5)(6) Director, Vice President; Managing Director: The National Magazine Co., Ltd. Gilbert C. Maurer* (2) Director Mark F. Miller* Director, Vice President; Executive Vice President: Hearst Magazines Division, Hearst Communications, Inc. Raymond J. Petersen* Director; Executive Vice President: Hearst Magazines Division, Hearst Communications, Inc. Virginia Hearst Randt Director George J. Green Vice President; President: Hearst Magazines International Division, Hearst Communications, Inc. Thomas J. Hughes Vice President Jodie W. King Vice President and Secretary Richard P. Malloch Vice President; President: Hearst Business Media Group Administrative Division, Hearst Communications, Inc. Bruce L. Paisner (3) Vice President; Executive Vice President: Hearst Entertainment and Syndication Group Administrative Division, Hearst Communications, Inc. Debra Shriver Vice President Alfred C. Sikes Vice President; President: Hearst Interactive Media Division, Hearst Communications, Inc. Jonathan E. Thackeray Vice President
14 15
HEARST BROADCASTING John G. Conomikes* President, Director David J. Barrett (1) Vice President, Director; President and Co-Chief Executive Officer: Hearst-Argyle Television, Inc.(2) Ronald J. Doerfler Vice President, Treasurer Victor F. Ganzi* Vice President, Director Jodie W. King Vice President, Secretary Frank A. Bennack, Jr.* Director George R. Hearst, Jr.* Director William R. Hearst, III* (4) Director; Partner: Kleiner, Perkins, Caufield & Byers(4) Gilbert C. Maurer* (2) Director Virginia Hearst Randt Director HEARST HOLDINGS George R. Hearst, Jr.* Chairman of the Board, Chairman of Executive Committee, Director Frank A. Bennack, Jr.* President and Chief Executive Officer, Director Victor F. Ganzi* Executive Vice President and Chief Operating Officer, Director James M. Asher Senior Vice President, Chief Legal and Development Officer Cathleen P. Black Senior Vice President, Director; President: Hearst Magazines Division, Hearst Communications, Inc. John G. Conomikes* Senior Vice President, Director Ronald J. Doerfler Senior Vice President, Chief Financial Officer and Treasurer George B. Irish Senior Vice President, Director; President: Hearst Newspapers Division, Hearst Communications, Inc. Raymond E. Joslin Senior Vice President, Director; President: Hearst Entertainment Syndication Group Administrative Division, Hearst Communications, Inc.
15 16 David J. Barrett (1) Director; President and Co-Chief Executive Officer: Hearst-Argyle Television, Inc. Millicent H. Boudjakdji* Director Richard E. Deems* (2) Director George J. Green Vice President; President: Hearst Magazines International Division, Hearst Communications, Inc. Austin Hearst (3) Director; Vice President: Hearst Entertainment Distribution Division, Hearst Entertainment, Inc. John R. Hearst, Jr.* Director Randolph A. Hearst* Director William R. Hearst, III* (4) Director; Partner: Kleiner, Perkins, Caufield & Byers Harvey L. Lipton* (2) Director Terence G. Mansfield (5)(6) Director, Vice President; Managing Director: The National Magazine, Co., Ltd. Gilbert C. Maurer* (2) Director Mark F. Miller* Director, Vice President; Executive Vice President: Hearst Magazines Division, Hearst Communications, Inc. Raymond J. Petersen* Director; Executive Vice President: Hearst Magazines Division, Hearst Communications, Inc. Virginia Hearst Randt Director Thomas J. Hughes Vice President Jodie W. King Vice President and Secretary Richard P. Malloch Vice President Bruce L. Paisner (3) Vice President; Executive Vice President: Hearst Entertainment and Syndication Group Administrative Division, Hearst Communications, Inc. Debra Shriver Vice President Alfred C. Sikes Vice President; President: Hearst Interactive Media Division, Hearst Communications, Inc. Jonathan E. Thackeray Vice President (1) 888 Seventh Avenue New York, NY 10106 (2) Self-employed, non-employed or retired (3) 235 E. 45th Street New York, NY 10017 (4) 2750 Sand Hill Road Menlo Park, CA 94025 (5) U.K. Citizen (6) National Magazine House 72 Broadwick Street London, England NIV 2BP
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