-----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, LDd3jL8JQjeMpXHnEcwrxaNcco6X7mtbNNnO1iyess70Urr6zEoHVJHzpcfesUpG UjPEVXur15rphz3y9ssfug== 0000950123-01-509513.txt : 20020413 0000950123-01-509513.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950123-01-509513 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20011221 GROUP MEMBERS: HEARST HOLDINGS, INC. GROUP MEMBERS: THE HEARST CORPORATION GROUP MEMBERS: THE HEARST FAMILY TRUST 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 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: 1821570 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 SC 13D/A 1 y5599633sc13da.txt A#33 TO SCHEDULE 13D: HEARST-ARGYLE/HEARST BROAD. 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. 33) 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. CLIFFORD CHANCE ROGERS & WELLS LLP 200 PARK AVENUE NEW YORK, NEW YORK 10166 (212) 878-8000 December 20, 2001 (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) 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 62,077,347 9. SOLE DISPOSITIVE POWER 10. SHARED DISPOSITIVE POWER 62,077,347 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 62,077,347 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 66.46% 14. TYPE OF REPORTING PERSON CO 2 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 62,077,347 9. SOLE DISPOSITIVE POWER 10. SHARED DISPOSITIVE POWER 62,077,347 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 62,077,347 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 66.46% 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 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 62,077,347 9. SOLE DISPOSITIVE POWER 10. SHARED DISPOSITIVE POWER 62,077,347 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 62,077,347 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 66.46% 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 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 62,077,347 9. SOLE DISPOSITIVE POWER 10. SHARED DISPOSITIVE POWER 62,077,347 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 62,077,347 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 66.46% 14. TYPE OF REPORTING PERSON OO (Testamentary Trust) 5 SCHEDULE 13D This Amendment No. 33, 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 was $40,000,000. 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 of this Statement in order to increase its equity interest in the Issuer. As reported in Item 6 of this Amendment No. 33, on December 20, 2001, the Issuer entered into a Securities Purchase Agreement (the "Securities Purchase Agreement"), with Hearst-Argyle Capital Trust ("Capital Trust"), a wholly-owned subsidiary of the Issuer, Hearst Broadcasting and certain other purchasers named therein. Pursuant to the Securities Purchase Agreement, Capital Trust issued and sold to Hearst Broadcasting an aggregate of 300,000 of its 7.5% Series A Convertible Preferred Securities due 2016 (the "Series A Preferred Securities") and an aggregate of 500,000 of its 7.5% Series B Convertible Preferred Securities due 2021 (the "Series B Preferred Securities," and, together with the Series A Preferred Securities, the "Preferred Securities"). The proceeds of the sale by the Capital Trust of the Preferred Securities were invested in $200,000,000 aggregate principal amount of 7.5% Convertible Junior Subordinated Deferrable Interest Debentures, Series A, due 2016 (the "Series A Subordinated Debentures") and 7.5% Convertible Junior Subordinated Deferrable Interest Debentures, Series B, due 2021 (the "Series B Subordinated Debentures," and, together with the Series A Subordinated Debentures, the " Subordinated Debentures ") of the Issuer. Each of the Series A Preferred Securities are convertible at the option of the holders thereof into shares of Series A Subordinated Debentures, on a share-for-share basis, and each of the Series B Preferred Securities are convertible at the option of the holders thereof into shares of Series B Subordinated Debentures, on a share-for-share basis. Each of the Subordinated Debentures are convertible at the option of the holders thereof into shares of Series A Common Stock. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) and (b) As of December 20, 2001 the Reporting Persons owned 19,191,029 shares of Series A Common Stock of the Issuer, 41,298,648 shares of Series B Common Stock, 300,000 of the Series A Preferred Securities 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 A Preferred Securities are convertible at the option of Hearst Broadcasting 6 into shares of Series A Subordinated Debentures, on a share-for-share basis, and each of the Series B Preferred Securities are convertible at the option of Hearst Broadcasting into shares of Series B Subordinated Debentures, on a share-for-share basis. Thereafter, each of the Series A Subordinated Debentures received by Hearst Broadcasting are convertible at the option of Hearst Broadcasting into 601,539 shares of Series A Common Stock and each of the Series B Subordinated Debentures received by Hearst Broadcasting are convertible at the option of Hearst Broadcasting into 986,131 shares of Series A Common Stock; provided, however, that prior to obtaining the approval of the shareholders of the Issuer, Heart Broadcasting may only convert Subordinated Debentures for Series A Common Stock representing an aggregate of less than 1% of the outstanding capital stock of the Issuer as of December 20, 2001. 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 62,077,347 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 66.46% of the combined shares of Series A Common Stock, Series B Common Stock and the Convertible Junior Subordinated Debentures outstanding of the Issuer, based on the number of outstanding shares as of the date hereof, provided to the Reporting Persons by the Issuer. (c) On December 20, 2001, pursuant to the Securities Purchase Agreement Hearst Broadcasting purchased 300,000 of the Series A Preferred Securities for $50.00 per share and 500,000 of the Series B Preferred Securities for $50.00 per share for an aggregate purchase price of $40,000,000. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. On December 20, 2001, the Issuer entered into a Securities Purchase Agreement, with Capital Trust, Hearst Broadcasting and certain other purchasers named therein. The Securities Purchase Agreement provides, among other things, that (i) Capital Trust issue and sell an aggregate of 4,000,000 of its 7.5% Convertible Preferred Securities, in two series, consisting of its 7.5% Series A Convertible Preferred Securities, due 2016, and of its 7.5% Series B Convertible Preferred Securities, due 2021, and (ii) the proceeds of the sale of Preferred Securities be invested in 7.5% Convertible Junior Subordinated Deferrable Interest Debentures, Series A, due 2016, and 7.5% Convertible Junior Subordinated Deferrable Interest Debentures, Series B, due 2021, of the Issuer. On December 20, 2001, the Issuer, Hearst Broadcasting and certain other parties named therein, entered into a Registration Rights Agreement, pursuant to which the Issuer granted Hearst Broadcasting and the other holders of the Preferred Securities certain rights to require the Issuer to register the Series A Common Stock issued upon conversion of the Preferred Securities and the Subordinated Debentures for resale with the U.S. Securities Exchange Commission. 7 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: December 21, 2001 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: December 21, 2001 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: December 21, 2001 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: December 21, 2001 THE HEARST FAMILY TRUST By: /s/ Mark F. Miller -------------------------- Name: Mark F. Miller Title: Trustee 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, Chief Executive Officer, Director Victor F. Ganzi* Executive Vice President, Chief Operating Officer, Director James M. Asher Senior Vice President, Chief Legal and Development Officer David J. Barrett (1) Director; President and Chief Executive Officer: Hearst-Argyle Television, Inc. Cathleen P. Black Senior Vice President, Director; President: Hearst Magazines Division, Hearst Communications, Inc. Millicent H. Boudjakdji* Director John G. Conomikes* Senior Vice President, Director Richard E. Deems* (2) Director Ronald J. Doerfler Senior Vice President, Chief Financial Officer, Treasurer George J. Green Vice President; President: Hearst Magazines International Division, Hearst Communications, Inc.
12 Mark Hasson Vice President-Finance Austin Hearst (3) Director; Vice President: Hearst Entertainment Distribution Division, Hearst Entertainment, Inc. John R. Hearst, Jr.* Director Stephen T. Hearst (7) Director; Vice President: San Francisco Realties Division William R. Hearst, III* (4) Director; Partner: Kleiner, Perkins, Caufield & Byers Thomas J. Hughes Vice President 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 Administrative Division, Hearst Communications, Inc. Jodie W. King Vice President, Secretary Harvey L. Lipton* (2) Director Richard P. Malloch Vice President; President: Hearst Business Media Group Administrative Division, Hearst Communications, Inc. Terence G. Mansfield (5)(6) Director, Vice President; Managing Director: The National Magazine Company Limited Gilbert C. Maurer* (2) Director Mark F. Miller* Director, Vice President; Executive Vice President: Hearst Magazines Division, Hearst Communications, Inc. Bruce L. Paisner Vice President; Executive Vice President: Hearst Entertainment and Syndication Group Administrative Division, Hearst Communications, Inc. Raymond J. Petersen* Director; Executive Vice President: Hearst Magazines Division, Hearst Communications, Inc. Virginia Hearst Randt* Director Debra Shriver Vice President Alfred C. Sikes Vice President; President: Hearst Interactive Media Division, Hearst Communications, Inc.
13 Jonathan E. Thackeray Vice President HEARST BROADCASTING John G. Conomikes* President, Director James M. Asher Vice President David J. Barrett (1) Vice President, Director; President and Chief Executive Officer: Hearst-Argyle Television, Inc. 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 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, Chief Executive Officer, Director Victor F. Ganzi* Executive Vice President, Chief Operating Officer, Director James M. Asher Senior Vice President, Chief Legal and Development Officer David J. Barrett (1) Director; President and Chief Executive Officer: Hearst-Argyle Television, Inc. Cathleen P. Black Senior Vice President, Director; President: Hearst Magazines Division, Hearst Communications, Inc. Millicent H. Boudjakdji* Director John G. Conomikes* Senior Vice President, Director Richard E. Deems* (2) Director Ronald J. Doerfler Senior Vice President, Chief Financial Officer, Treasurer George J. Green Vice President; President: Hearst Magazines International Division, Hearst Communications, Inc. Mark Hasson Vice President-Finance
14 Austin Hearst (3) Director; Vice President: Hearst Entertainment Distribution Division, Hearst Entertainment, Inc. John R. Hearst, Jr.* Director Stephen T. Hearst (7) Director; Vice President: San Francisco Realties Division, The Hearst Corporation. William R. Hearst, III* (4) Director; Partner: Kleiner, Perkins, Caufield & Byers Thomas J. Hughes Vice President 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 Administrative Division, Hearst Communications, Inc. Jodie W. King Vice President, Secretary Harvey L. Lipton* (2) Director Richard P. Malloch Vice President; President: Hearst Business Media Group Administrative Division, Hearst Communications, Inc. Terence G. Mansfield (5)(6) Director, Vice President; Managing Director: The National Magazine Company Limited Gilbert C. Maurer* (2) Director Mark F. Miller* Director, Vice President; Executive Vice President: Hearst Magazines Division, Hearst Communications, Inc. Bruce L. Paisner Vice President; Executive Vice President: Hearst Entertainment and Syndication Group Administrative Division, Hearst Communications, Inc. Raymond J. Petersen* Director; Executive Vice President: Hearst Magazines Division, Hearst Communications, Inc. Virginia Hearst Randt* Director Debra Shriver Vice President Alfred C. Sikes Vice President; President: Hearst Interactive Media Division, Hearst Communications, Inc.
15 Jonathan E. Thackeray Vice President - ----------------------------------- (1) 888 Seventh Avenue New York, NY 10106 (2) Self-employed, non-employed or retired (3) 888 Seventh Avenue New York, NY 10019 (4) 2750 Sand Hill Road Menlo Park, CA 94025 (5) U.K. Citizen (6) National Magazine House 72 Broadwick Street London, England W1F 9EP (7) 5 Third Street Suite 200 San Francisco, CA 94103 16 -----END PRIVACY-ENHANCED MESSAGE-----