SC 13D/A

0000950123-09-005394.txt : 20090325 0000950123-09-005394.hdr.sgml : 20090325 20090325163443 ACCESSION NUMBER: 0000950123-09-005394 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20090325 DATE AS OF CHANGE: 20090325 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: 09704361 BUSINESS ADDRESS: STREET 1: 300 WEST 57TH STREET STREET 2: 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2128876800 MAIL ADDRESS: STREET 1: 300 WEST 57TH STREET STREET 2: 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 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 y75600asc13dza.htm AMENDMENT NO. 70 TO SCHEDULE 13D SC 13D/A

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. 70)

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:
John A. Healy
Kathleen L. Werner
Clifford Chance US LLP
31 West 52nd Street
New York, New York 10019
(212) 878-8000
March 25, 2009

(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

NAME OF REPORTING PERSON

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

HEARST BROADCASTING, INC.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS

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

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

76,800,628

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

76,800,628

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

76,800,628

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

82%

TYPE OF REPORTING PERSON


CUSIP No.		422317 10 7	13D

NAME OF REPORTING PERSON

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

HEARST HOLDINGS, INC.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS

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

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

76,800,628

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

76,800,628

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

76,800,628

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

82%

TYPE OF REPORTING PERSON


CUSIP No.		422317 10 7	13D

NAME OF REPORTING PERSON

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

THE HEARST CORPORATION

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS

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

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

76,800,628

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

76,800,628

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

76,800,628

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

82%

TYPE OF REPORTING PERSON


CUSIP No.		422317 10 7	13D

NAME OF REPORTING PERSON

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

THE HEARST FAMILY TRUST

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS

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

CITIZENSHIP OR PLACE OF ORGANIZATION

CALIFORNIA

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

76,800,628

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

76,800,628

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

76,800,628

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

82%

TYPE OF REPORTING PERSON

CO (Testamentary Trust)

TABLE OF CONTENTS


	Item 2. Identity and Background
	Item 3. Source and Amount of Funds or Other Consideration
	Item 4. Purpose of Transaction
	Item 5. Interest in Securities of the Issuer
	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 7. Material to be Filed as Exhibits
SIGNATURE
SIGNATURE
SIGNATURE
SIGNATURE
EX-99.1: PRESS RELEASE

SCHEDULE 13D

This Amendment No. 70 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 2. Identity and Background.

Item 2 is amended as follows:

Schedule I hereto sets forth the name, business address and present principal occupation or employment and address of any corporation or other organization in which such employment is conducted, for each of the directors and executive officers of Hearst, Hearst Holdings and Hearst Broadcasting and the trustees of the Trust. Schedule I also sets forth the citizenship of each of the directors and executive officers of Hearst, Hearst Holdings and Hearst Broadcasting and the trustees of the Trust.

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 $4,504,778. Hearst Broadcasting used its working capital and the working capital of one or more of its affiliates for these 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, in order to increase its equity interest in the Issuer.

On March 25, 2009, Hearst issued a press release. The press release is filed with this Statement as Exhibit 1. The contents of the press release are incorporated by reference into this Item 4. In the press release, Hearst announced that it intends to commence a tender offer to acquire all outstanding shares of Series A Common Stock not already owned by the Reporting Persons at a price of $4.00 per share in cash.

Item 5. Interest in Securities of the Issuer.

(a) and (b) As of March 25, 2009, Hearst Broadcasting owned 35,501,980 shares of Series A Common Stock of the Issuer and 41,298,648 shares of Series B Common Stock of the Issuer. Each share of Series B Common Stock is immediately convertible at the option of the holder into one share of Series A Common Stock. 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 and, accordingly, Hearst Broadcasting beneficially owns an aggregate of 76,800,628 shares of Series A Common Stock. The Trust is the owner of all of Hearst’s issued and outstanding common stock. Hearst is the owner of all of Hearst Holdings’ issued and outstanding common stock. Hearst Holdings is the owner of all of Hearst Broadcasting’s issued and outstanding common stock. Because of these relationships among the Reporting Persons, each of 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 76,800,628 shares of Series A Common Stock beneficially owned by Hearst Broadcasting. The 76,800,628 shares of Series A Common Stock beneficially owned by Hearst Broadcasting represent approximately 82% of the shares of Series A Common Stock that would be outstanding after giving effect to the conversion of all the shares of Series B Common Stock into shares of Series A Common Stock, based on the combined number of 93,672,572 outstanding shares of Series A Common Stock and Series B Common Stock reported by the Issuer as being outstanding as of February 17, 2009, in the Annual Report on Form 10-K filed by the Issuer with the Securities and Exchange Commission on February 27, 2009.

(c) Since filing Amendment No. 69 to this Statement, Hearst Broadcasting purchased 228,100 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.


			Price per
Date	# of Shares		Share ($)		Cost ($)

8/5/2008		1,800		19.38		34,884.00
8/5/2008		1,100		19.39		21,329.00
8/5/2008		100		19.42		1,942.00
8/5/2008		600		19.43		11,658.00
8/5/2008		1,300		19.44		25,272.00
8/5/2008		100		19.45		1,945.00
8/5/2008		300		19.46		5,838.00
8/5/2008		100		19.47		1,947.00
8/5/2008		100		19.50		1,950.00
8/5/2008		100		19.51		1,951.00
8/5/2008		100		19.52		1,952.00
8/5/2008		100		19.53		1,953.00
8/5/2008		1,100		19.54		21,494.00
8/5/2008		2,600		19.55		50,830.00
8/5/2008		100		19.56		1,956.00
8/5/2008		100		19.57		1,957.00


			Price per
Date	# of Shares		Share ($)		Cost ($)

8/5/2008		100		19.58		1,958.00
8/5/2008		100		19.60		1,960.00
8/5/2008		200		19.61		3,922.00
8/5/2008		100		19.63		1,963.00
8/5/2008		100		19.64		1,964.00
8/5/2008		2,500		19.67		49,175.00
8/5/2008		500		19.68		9,840.00
8/5/2008		4,400		19.69		86,636.00
8/5/2008		9,300		19.70		183,210.00
8/5/2008		500		19.71		9,855.00
8/5/2008		200		19.72		3,944.00
8/5/2008		1,200		19.73		23,676.00
8/5/2008		900		19.74		17,766.00
8/5/2008		22,000		19.75		434,500.00
8/5/2008		7,100		19.76		140,296.00
8/5/2008		900		19.77		17,793.00
8/5/2008		3,500		19.78		69,230.00
8/5/2008		3,800		19.79		75,202.00
8/5/2008		2,000		19.80		39,600.00
8/6/2008		159,000		19.77		3,143,430.00
TOTAL		228,100			$	4,504,778.00

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 a fully-diluted basis) for U.S. federal income tax purposes. This authorization superseded all remaining ability to purchase shares of Series A Common Stock under previous authorizations and, after giving

effect to the purchases set forth above in Item 5(c), Hearst’s ownership percentage in the Issuer is now approximately 82%.

Item 7. Material to be Filed as Exhibits.


Exhibit 1		Press release issued by Hearst on March 25, 2009.

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: March 25, 2009
	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: March 25, 2009
	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: March 25, 2009
	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: March 25, 2009
	THE HEARST FAMILY TRUST
	By:	/s/ Frank A. Bennack, Jr.
		Name:	Frank A. Bennack, Jr.
		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 300 West 57^th Street, 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 U.S. citizens.


		Present Office/Principal
Name		Occupation or Employment
HEARST
George R. Hearst, Jr.*		Chairman of the Board, Director

Frank A. Bennack, Jr.*		Chief Executive Officer, Vice Chairman of the Board, Chairman of Executive Committee, Director

James M. Asher		Senior Vice President, Chief Legal and Development Officer, Director

Anissa B. Balson*		Director

David J. Barrett*		Director; President and Chief Executive Officer:
		Hearst-Argyle Television, Inc.

Cathleen P. Black		Senior Vice President, Director; President: Hearst Magazines Division, Hearst Communications, Inc.

Catherine A. Bostron		Secretary

Eve B. Burton		Vice President, General Counsel

John G. Conomikes* (1)		Director

Richard E. Deems* (1)		Director

Steven DeLorenzo		Vice President

Ronald J. Doerfler*		Senior Vice President, Chief Financial Officer, Treasurer, Director

Alfredo Gatto		Vice President; Vice President and General Manager, Hearst Service Center Division, Hearst Communications, Inc.


		Present Office/Principal
Name		Occupation or Employment
George J. Green		Vice President; Chairman: Hearst Magazines International Division, Hearst Communications, Inc.

Mark Hasson		Vice President-Finance

Austin Hearst		Director; Vice President: Hearst Entertainment Distribution Division, Hearst Entertainment, Inc.

John R. Hearst, Jr.*		Director

Stephen T. Hearst (2)		Director; Vice President: San Francisco Realties Division and Sunical Land & Livestock Division; Vice President, San Simeon Ranch Division, Hearst Holdings, Inc.; Vice President, West Coast Realties Division, Hearst Communications, Inc.

William R. Hearst, III* (3)		Director; Partner: Kleiner, Perkins, Caufield & Byers

Steven A. Hobbs (4)		Vice President; Executive Vice President: Hearst Business Media Group Administrative Division, Hearst Communications, Inc.

Neeraj Khemlani		Vice President; Special Assistant to the Chief Executive Officer for Digital Media

George Kliavkoff		Vice President; Executive Vice President: Hearst Entertainment and Syndication Group Administrative Division, Hearst Communications, Inc.

David L. Kors		Vice President-Taxes

Harvey L. Lipton* (1)		Director

Richard P. Malloch		Senior Vice President; President: Hearst Business Media Group Administrative Division, Hearst Communications, Inc.

Gilbert C. Maurer* (1)		Director

Mark F. Miller* (1)		Director

Roger P. Paschke		Vice President, Chief Investment Officer

Virginia Hearst Randt*		Director

Scott M. Sassa		Senior Vice President; President: Hearst Entertainment and Syndication Group Administrative Division, Hearst Communications, Inc.

Debra Shriver		Vice President


		Present Office/Principal
Name		Occupation or Employment
Steven R. Swartz		Senior Vice President; President: Hearst Newspaper Division, Hearst Communications, Inc.

HEARST BROADCASTING
John G. Conomikes* (1)		President, Director

James M. Asher		Vice President

David J. Barrett*		Vice President, Director; President and Chief Executive Officer: Hearst-Argyle Television, Inc.

Eve B. Burton		Vice President

Ronald J. Doerfler*		Vice President, Treasurer

Catherine A. Bostron		Secretary

Frank A. Bennack, Jr.*		Director

George R. Hearst, Jr.*		Director

William R. Hearst, III* (3)		Director; Partner: Kleiner, Perkins, Caufield & Byers

Gilbert C. Maurer* (1)		Director

HEARST HOLDINGS
George R. Hearst, Jr.*		Chairman of the Board, Director

Frank A. Bennack, Jr.*		Chief Executive Officer, Vice Chairman of the Board, Chairman of Executive Committee, Director

James M. Asher		Senior Vice President, Chief Legal and Development Officer, Director

Anissa B. Balson*		Director

David J. Barrett*		Director; President and Chief Executive Officer:
		Hearst-Argyle Television, Inc.

Cathleen P. Black		Senior Vice President, Director; President: Hearst Magazines Division, Hearst Communications, Inc.

Catherine A. Bostron		Secretary

Eve B. Burton		Vice President, General Counsel

John G. Conomikes* (1)		Director

Richard E. Deems* (1)		Director

Steven DeLorenzo		Vice President


		Present Office/Principal
Name		Occupation or Employment
Ronald J. Doerfler*		Senior Vice President, Chief Financial Officer, Treasurer, Director

Alfredo Gatto		Vice President; Vice President and General Manager, Hearst Service Center Division, Hearst Communications, Inc.

George J. Green		Vice President; Chairman: Hearst Magazines International Division, Hearst Communications, Inc.

Mark Hasson		Vice President-Finance

Austin Hearst		Director; Vice President: Hearst Entertainment Distribution Division, Hearst Entertainment, Inc.

John R. Hearst, Jr.*		Director

Stephen T. Hearst (2)		Director; Vice President: San Francisco Realties Division and Sunical Land & Livestock Division, The Hearst Corporation; Vice President, San Simeon Ranch Division, Hearst Holdings, Inc.; Vice President, West Coast Realties Division, Hearst Communications, Inc.

William R. Hearst, III* (3)		Director; Partner: Kleiner, Perkins, Caufield & Byers

Steven A. Hobbs (4)		Vice President; Executive Vice President: Hearst Business Media Group Administrative Division, Hearst Communications, Inc.

Neeraj Khemlani		Vice President; Special Assistant to the Chief Executive Officer for Digital Media, The Hearst Corporation

George Kliavkoff		Vice President; Executive Vice President: Hearst Entertainment and Syndication Group Administrative Division, Hearst Communications, Inc.

David L. Kors		Vice President-Taxes

Harvey L. Lipton* (1)		Director

Richard P. Malloch		Senior Vice President; President: Hearst Business Media Group Administrative Division, Hearst Communications, Inc.

Gilbert C. Maurer* (1)		Director

Mark F. Miller* (1)		Director

Roger P. Paschke		Vice President, Chief Investment Officer

Virginia Hearst Randt*		Director


		Present Office/Principal
Name		Occupation or Employment
Scott M. Sassa		Senior Vice President; President: Hearst Entertainment and Syndication Group Administrative Division, Hearst Communications, Inc.

Debra Shriver		Vice President

Steven R. Swartz		Senior Vice President; Senior Vice President: Hearst Communications, Inc.; President: Hearst Newspaper Division, Hearst Communications, Inc.


(1)		Self-employed, non-employed or retired

(2)		5 Third Street Suite 200 San Francisco, CA 94103

(3)		765 Market Street, #34D

		San Francisco, CA 94103

(4)		Steven A. Hobbs is a dual U.S./U.K. citizen.

EX-99.1 2 y75600aexv99w1.htm EX-99.1: PRESS RELEASE EX-99.1

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

Proposed Price of $4.00 in Cash per Share

NEW YORK, March 25, 2009—Hearst Corporation announced today that it intends to make a tender offer for all of the outstanding shares of Series A Common Stock of Hearst-Argyle Television, Inc. (NYSE: HTV) not already owned by Hearst for $4.00 per share in cash. The offer price represents a premium of approximately 91% over the closing price of the shares on March 24, 2009, and a premium of approximately 125% above the average closing price of the shares for the 20 trading days immediately preceding March 24. Following the completion of the tender offer, Hearst intends to acquire the remaining shares not already owned by it through a “short form” cash merger at the same per share cash price paid in the tender offer.

Hearst, through its wholly-owned subsidiaries, currently owns approximately 67% of the outstanding shares of Series A Common Stock and 100% of the outstanding shares of Series B Common Stock, representing in the aggregate approximately 82% of both the outstanding equity and general voting power of Hearst-Argyle. Following the transaction, Hearst-Argyle will become a wholly-owned subsidiary of Hearst.

ABOUT THE PROPOSED SHARE ACQUISITION

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 or its related persons. If that condition is satisfied and Hearst buys the tendered shares, upon the conversion of all of Hearst’s shares of Series B Common Stock into Series A Common Stock, Hearst will own more than 90% of the outstanding shares of Series A Common Stock and as a result will be entitled to use the “short-form” merger procedure to acquire the remaining shares of Hearst-Argyle not owned by Hearst. Hearst intends to use that procedure promptly after the completion of the tender offer to acquire the remaining shares at the same cash price paid in the tender offer. Neither the tender offer nor the subsequent merger will be conditioned on Hearst obtaining any financing.

Hearst expects to commence the tender offer in mid April 2009. Offering materials will be mailed to Hearst-Argyle stockholders and Hearst 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’s board of directors and Hearst has not asked Hearst-Argyle’s board of directors to approve the tender offer or the merger. Under applicable law, Hearst-Argyle will be 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.

Hearst has advised Hearst-Argyle’s board of directors of its plans for the tender offer and the merger in a letter sent today, a copy of which is attached to this press release.

Lazard is acting as financial advisor to Hearst in connection with the offer.

ABOUT HEARST CORPORATION

Hearst Corporation (www.hearst.com) is one of the nation’s largest diversified media companies. Its major interests include ownership of 15 daily and 49 weekly newspapers, including the Houston Chronicle, San Francisco Chronicle and Albany Times Union; as well as interests in an additional 43 daily and 72 non-daily newspapers owned by MediaNews Group, which include the Denver Post and Salt Lake Tribune; nearly 200 magazines around the world, including Good Housekeeping, Cosmopolitan and O, The Oprah Magazine; 29 television stations through Hearst-Argyle Television (NYSE:HTV) which reach a combined 18% of U.S. viewers; ownership in leading cable networks, including Lifetime, A&E, History and ESPN; as well as business publishing, including a minority joint venture interest in Fitch Ratings; Internet businesses, television production, newspaper features distribution and real estate.

NOTICE FOR HEARST-ARGYLE TELEVISION STOCKHOLDERS

Hearst-Argyle stockholders and other interested parties are urged to read Hearst’s tender offer statement and other relevant documents filed with the SEC when they become available because they will contain important information. Hearst-Argyle stockholders will be able to receive such documents free of charge at the SEC’s web site, www.sec.gov, or from Hearst’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’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’s Annual Reports on Form 10-K and other reports that have been filed by Hearst-Argyle with the SEC. Hearst disclaims any obligation to update or revise the information in this news release based on new information or otherwise.

###

March 25, 2009

Board of Directors
Hearst-Argyle Television, Inc.
300 West 57th Street
New York, New York 10019

Ladies and Gentlemen:

We are pleased to advise you that we intend to offer to acquire all of the outstanding shares of Series A Common Stock of Hearst-Argyle Television, Inc. that we do not currently own at a price per share of $4.00 in cash. This offer represents a premium of approximately 91% over the closing price of the shares on March 24, 2009, and a premium of approximately 125% over the average closing price of the shares for the 20 trading days immediately preceding March 24. We believe that our offer is fair to the public shareholders of Hearst-Argyle because, among other things, it provides immediate liquidity at an attractive premium to market.

As you know, we commenced a similar offer on September 14, 2007, which expired on October 12, 2007 and did not result in any shares being acquired by us because the conditions to our offer were not

satisfied. Following the expiration of that offer, we decided that we would no longer seek to acquire all of the shares not already owned by us.

As you also know, on December 6, 2007, we announced our intention to engage in open-market and privately-negotiated purchases of up to 8 million shares of Series A Common Stock, which would increase our ownership to approximately 82% (on a fully-diluted basis) and allow us to consolidate Hearst-Argyle with our other operations for U.S. federal income tax purposes. As a result of these purchases and as disclosed in our Schedule 13D filing with the SEC on August 6, 2008, we now own approximately 82% of Hearst-Argyle (on a fully-diluted basis). All of our purchases during that period were conducted in the open market at prevailing market prices at the time of the transaction, and we have not purchased any additional shares since the date of that filing.

Recently, several factors have combined to cause us to reconsider our decision to forego the acquisition of the remaining publicly-held shares of Series A Common Stock. First, the substantial recent changes in the financial markets as well as in the media markets in which Hearst-Argyle operates have focused our attention on Hearst-Argyle’s capital structure, its relatively high level of indebtedness and its ability to refinance its debt on acceptable terms as it matures. We believe that if Hearst-Argyle were a wholly-owned subsidiary of Hearst it would more readily be able to navigate the troubled waters in which we find ourselves. Second, we have held discussions with the representative of a large unaffiliated shareholder of Hearst-Argyle, Private Capital Management, L.P. We believe that accounts advised by Private Capital hold over 7 million shares of Series A Common Stock. In our discussions, we were told that Private Capital is supportive of a transaction of the type we are proposing today. While Private Capital doubtless will wish to take into account your views in deciding how to respond to our tender offer, we understand from our communications that Private Capital is in principle supportive of a transaction at the price we now propose.

We intend to structure our proposed transaction as a cash tender offer made directly to the holders of shares 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, as you did in response to our September 2007 offer, to consider our offer and make a recommendation to your shareholders regarding our offer. Our directors and executive officers who sit on your board will support the creation of a special committee. As it did in connection with our September 2007 offer, we expect that your special committee will retain its own legal and financial advisors to help it consider its position with respect to our offer. We intend to commence the tender offer in mid April. 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 Hearst-Argyle’s public shareholders will be able to receive payment for their shares earlier than would be the case if we sought to negotiate a merger agreement.

While we believe our proposal merits the support of the special committee, our proposal is not conditioned upon the special committee recommending or approving our offer.

The tender offer will be irrevocably conditioned upon the tender of a majority of the shares not owned by us or certain persons related to us. If that condition is satisfied and we buy the tendered shares, after converting our shares of Series B Common Stock we will own more than 90% of the outstanding shares of Series A Common Stock and will be entitled to use the “short-form” merger procedure to acquire any remaining shares of Series A Common Stock that we do not own. We intend to use that procedure promptly after the completion of the tender offer to acquire any remaining shares at the same per share paid in the offer. There will be no financing contingency associated with the tender offer.

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

Sincerely yours,

Frank A. Bennack, Jr.

Enclosure

Contacts

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

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