-----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, J4XN+y8bx3JCgRddOsqs1IemGOC89qIEjtmYQUJuIIwu+Axdl2e5cxzmRSyz//WM fddjwZdrJKCuZ0ZBCCV5Bg== 0000950123-99-008833.txt : 19990927 0000950123-99-008833.hdr.sgml : 19990927 ACCESSION NUMBER: 0000950123-99-008833 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990924 GROUP MEMBERS: HEARST BROADCASTING 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: 99716978 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 NO. 24 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. 24)* 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 SEPTEMBER 22, 1999 (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) 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 8. SHARED VOTING POWER BENEFICIALLY 53,001,390 OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 53,001,390 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 53,001,390 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.08% 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 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 8. SHARED VOTING POWER SHARES 53,001,390 BENEFICIALLY OWNED BY 9. SOLE DISPOSITIVE POWER EACH REPORTING 10. SHARED DISPOSITIVE POWER PERSON WITH 53,001,390 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 53,001,390 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.08% 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 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 8. SHARED VOTING POWER SHARES 53,001,390 BENEFICIALLY OWNED BY 9. SOLE DISPOSITIVE POWER EACH REPORTING 10. SHARED DISPOSITIVE POWER PERSON WITH 53,001,390 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 53,001,390 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.08% 14. TYPE OF REPORTING PERSON OO (Testamentary Trust) 4 5 SCHEDULE 13D This Amendment No. 24, 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 $16,439,065.25. 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 September 22, 1999 the Reporting Persons owned 11,702,742 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 and the Trust are deemed to have beneficial ownership of each of the combined 53,001,390 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 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 57.08% 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 (c) Since filing Amendment No. 23 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 ---- ----------- --------------- ---- 07/14/99 31,400 $25.8750 $814,045.00 07/23/99 22,400 24.5000 549,696.00 07/23/99 12,000 24.6250 295,980.00 07/23/99 3,000 24.7500 74,370.00 07/23/99 600 24.8126 14,911.50 07/23/99 12,000 24.8750 298,980.00 07/26/99 7,000 24.7500 173,530.00 07/29/99 1,500 25.0000 37,560.00 07/29/99 200 24.8750 4,983.00 07/30/99 600 24.8125 14,911.50 07/30/99 16,300 24.8750 406,114.50 08/25/99 45,000 24.8750 1,121,175.00 08/27/99 5,000 24.8750 124,375.00 09/20/99 20,000 24.9375 499,550.00 09/21/99 84,200 24.2500 2,045,218.00 09/21/99 400 24.6250 9,866.00 09/21/99 50,300 24.7500 1,246,937.00 09/22/99 5,000 23.0000 115,200.00 09/22/99 1,300 23.1250 30,114.50 09/22/99 300 23.3750 7,024.50 09/22/99 58,500 23.5000 1,377,090.00 09/22/99 30,000 24.0000 721,200.00 09/22/99 10,000 24.3125 243,525.00 09/22/99 20,000 24.3750 488,300.00 9/23/99 500 23.4375 11,738.75 9/23/99 243,000 23.0000 5,598,720.00
7
DATE # OF SHARES PRICE PER SHARE COST ---- ----------- --------------- ---- 9/23/99 5,000 22.7500 113,950.00 ----- ---------- Total 685,500 16,439,065.25 ======= =============
8 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: September 24, 1999 HEARST BROADCASTING, INC. By: /s/ JODIE W. KING ----------------------- Name: Jodie W. King Title: Vice President 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: September 24, 1999 THE HEARST CORPORATION By: /s/ JODIE W. KING -------------------------- Name: Jodie W. King Title: Vice President 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: September 24, 1999 THE HEARST FAMILY TRUST By: /s/ MARK MILLER --------------------------------- Name: Mark Miller Title: Trustee -----END PRIVACY-ENHANCED MESSAGE-----