-----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, F1ZKDYyx1cz6DKE+gMzq2Gx2pRkpFL6R4cDLa6P2UqmTeSbzw80hy5hz9LjJH8Uf RmSx1Bh11wKepRWJrEJwaw== 0000950124-99-002210.txt : 19990331 0000950124-99-002210.hdr.sgml : 19990331 ACCESSION NUMBER: 0000950124-99-002210 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990330 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 SEC ACT: SEC FILE NUMBER: 005-45627 FILM NUMBER: 99579228 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: PULITZER MICHAEL E CENTRAL INDEX KEY: 0001082708 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 900 NORTH TUCKER BLVD CITY: ST LOUIS STATE: MO ZIP: 63101 MAIL ADDRESS: STREET 1: 900 NORTH TUCKER BLVD CITY: ST LOUIS STATE: MO ZIP: 63101 SC 13D 1 SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ___)* Hearst-Argyle Television, Inc. (Name of Issuer) Series A Common Stock, $.01 par value per share (Title of Class of Securities) 422317107 (CUSIP Number) Richard A. Palmer, Esq. Fulbright & Jaworski L.L.P. 666 Fifth Avenue New York, New York 10103 (212) 318-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 18, 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 / /. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 13 Pages) - ------------- * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 SCHEDULE 13D CUSIP NO. 422317107 PAGE 2 OF 13 PAGES --------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Michael E. Pulitzer - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United Stated - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 5,559,473 SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 61,927 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 1,507,251 PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 16,355,410 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,621,400 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 3 SCHEDULE 13D CUSIP NO. 422317107 PAGE 3 OF 13 PAGES --------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Emily Rauh Pulitzer - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United Stated - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 608,736 SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 9,737,023 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 1,574,642 PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 16,310,792 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,345,759 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 4 SCHEDULE 13D CUSIP NO. 422317107 PAGE 4 OF 13 PAGES --------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON David E. Moore - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United Stated - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 6,062,167 SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 2,574,715 PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 16,293,483 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,062,167 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 5 SCHEDULE 13D CUSIP NO. 422317107 PAGE 5 OF 13 PAGES --------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Marital Trust B U/I Joseph Pulitzer, Jr. dated 6/12/74, as amended 10/20/92 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United Stated - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 9,719,714 SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 1,427,668 PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 16,293,483 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,719,714 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* 00 - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 6 SCHEDULE 13D CUSIP NO. 422317107 PAGE 6 OF 13 PAGES --------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Pulitzer Family Trust - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United Stated - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 541,345 SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 79,583 PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 16,293,483 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 541,345 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* 00 - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 7 SCHEDULE 13D CUSIP NO. 422317107 PAGE 7 OF 13 PAGES --------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Trust dated 3/22/82 FBO Michael E. Pulitzer - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United Stated - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 5,559,473 SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 1,507,251 PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 16,293,483 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,559,473 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* 00 - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 8 CUSIP NO. 422317107 PAGE 8 OF 13 PAGES --------------------- ITEM 1. SECURITY AND ISSUER. The title of the class of equity securities to which this Schedule relates is Series A Common Stock, $.01 par value per share ("Series A Common Stock"), of Hearst-Argyle Television, Inc., a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 888 Seventh Avenue, New York, New York 10106. ITEM 2. IDENTITY AND BACKGROUND. This Schedule is being filed by parties to an agreement which relates to the disposition of shares of Series A Common Stock owned by such parties (each a "Reporting Person"). The Reporting Persons may be deemed to be a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Except as expressly otherwise set forth in this Schedule, each Reporting Person disclaims beneficial ownership of the shares of Series A Common Stock beneficially owned by any other Reporting Person or any other person. The name, residence or business address, present principal occupation or employment, the name, principal place of business and address of any corporation or other organization in which such employment is carried on, and citizenship of each Reporting Person is as follows:
Name and Residence Present Principal or Business Address Occupation or Employment ------------------- ------------------------ Michael E. Pulitzer Chairman of the Board c/o Pulitzer Inc. of Pulitzer Inc. 900 North Tucker Boulevard St. Louis, Missouri 63101 Emily Rauh Pulitzer Art Historian 4903 Pershing St. Louis, MO 63108 David E. Moore Retired Journalist 8 Bird Lane Rye, New York 10580 Marital Trust B U/I Joseph Pulitzer, Jr. dated 6/12/74, as amended 10/20/92 c/o Pulitzer Inc. 900 North Tucker Boulevard St. Louis, MO 63101 Pulitzer Family Trust c/o Pulitzer Inc. 900 North Tucker Boulevard St. Louis, MO 63101 Trust dated 3/22/82 FBO Michael E. Pulitzer c/o Pulitzer Inc. 900 North Tucker Boulevard St. Louis, MO 63101
During the last five years, none of the persons listed above (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Each Reporting Person who is a natural person is a Citizen of the United States of America. Information with respect to each Reporting Person is given solely by such member, and no Reporting Person has responsibility for the accuracy or completeness of the information supplied by another Reporting Person. 9 CUSIP NO. 422317107 PAGE 9 OF 13 PAGES --------------------- ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Pursuant to transactions described more fully in Item 4, each Reporting Person received 1.63914877 shares of the Company's Series A Common Stock for each share of Common Stock and each share of Class B Common Stock of Pulitzer Publishing Company ("Pulitzer") owned. ITEM 4. PURPOSE OF TRANSACTION. On March 18, 1999, Pulitzer completed the spin-off of its newspaper publishing and related new media business assets to its wholly owned subsidiary, Pulitzer Inc., and immediately thereafter was merged with and into the Company (the "Merger"). Pursuant to the spin-off, stockholders of Pulitzer received one share of Pulitzer Inc. Common Stock for each share of Pulitzer Common Stock held and one share of Pulitzer Inc. Class B Common Stock for each share of Pulitzer Class B Common Stock held. Furthermore, in connection with the Merger, the Company issued 37,096,774 shares of its Series A Common Stock to the stockholders of Pulitzer (including the Reporting Persons). In connection with Pulitzer's request for private letter ruling from the IRS regarding the spin-off, Marital Trust B U/I Joseph Pulitzer, Jr. dated 6/12/74, as amended 10/22/92 ("Marital Trust B"), Pulitzer Family Trust, Trust dated 3/22/82 FBO Michael E. Pulitzer (the "MEP Trust") and David E. Moore (each a "Signatory" and collectively the "Signatories") entered into a letter agreement, dated October 23, 1998 (the "Agreement"), under which, among other things, the Signatories agreed to certain limitations on his, her or its ability to dispose of shares of the Company (Ms. Pulitzer is a trustee of Marital Trust B and the Pulitzer Family Trust and Mr. Pulitzer is a trustee of the MEP Trust). The Agreement provides that, for one year following the Merger, each Signatory may only dispose of the Company's Series A Common Stock in certain limited circumstances. Any sales of the Company's Series A Common Stock must be made simultaneously and proportionately with sales of Pulitzers Inc.'s Common Stock. Furthermore, each Signatory may not dispose of more than 3.15% of the Company's outstanding Series A Common Stock, unless otherwise agreed in writing by the other Signatories and the Signatories, collectively, may not dispose of more than 9.5% of the Company's outstanding Series A Common Stock. A copy of the Agreement is attached hereto as Exhibit 1. In connection with the Merger, the Reporting Persons entered into an agreement with the Company under which the Reporting Persons have the right, subject to the provisions thereof, to designate two persons to serve as members of the Company's Board of Directors (the "Board Representation Agreement"). In addition, in connection with the Merger, the Reporting Persons entered into an agreement with the Company whereby, subject to the provisions thereof, the Reporting Persons may request that the Company register with the Securities and Exchange Commission shares of the Company issued to the Reporting Persons in connection with the Merger (the "Registration Rights Agreement"). Copies of the Board Representation Agreement and the Registration Rights Agreement are attached hereto as Exhibits 2 and 3, respectively. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Michael E. Pulitzer beneficially owns, 5,621,400 shares of Series A Common Stock, constituting approximately 11.8% of the outstanding shares of Series A Common Stock. Emily Rauh Pulitzer beneficially owns 10,345,759 shares of Series A Common Stock, constituting approximately 21.6% of the outstanding shares of Series A Common Stock. David E. Moore beneficially owns 6,062,167 shares of Series A Common Stock, constituting approximately 12.7% of the outstanding shares of Series A Common Stock. Marital Trust B beneficially owns 9,719,714 shares of Series A Common Stock, constituting approximately 20.3% of the outstanding shares of Series A Common Stock. Pulitzer Family Trust beneficially owns 541,345 shares of Series A Common Stock, constituting approximately 1.1% of the outstanding shares of Series A Common Stock. The MEP Trust beneficially owns 5,559,473 shares of Series A Common Stock, constituting approximately 11.6% of the outstanding shares of Series A Common Stock. The Reporting Persons together beneficially own 22,026,548 shares of Series A Common Stock, constituting approximately 46.0% of the outstanding shares of Series A Common Stock. Pursuant to Rule 13d-4 of the Exchange Act, each of the Reporting Persons disclaims beneficial ownership of any and all shares of Series A Common Stock beneficially owned by any of the other Reporting Persons. However, the 10 CUSIP NO. 422317107 PAGE 10 OF 13 PAGES --------------------- Reporting Persons may nevertheless be deemed to constitute a group by reason of their being party to the agreements set forth in Item 4. All percentage calculations are based upon 47,849,231 shares of Series A Common Stock issued and outstanding as of March 18, 1999, as calculated based upon representations of the Company. (b) Michael E. Pulitzer has the sole power to vote or direct the vote of 5,559,473 shares of Series A Common Stock held by the MEP Trust, of which he is the sole trustee, and shares the power to vote or direct the vote of, 61,927 shares of Series A Common Stock held by The Ceil and Michael E. Pulitzer Foundation, Inc. (the "Foundation") with Ceil Pulitzer and James V. Maloney as trustees of the Foundation. Mr. Pulitzer has the sole power to dispose of or direct the disposition of 1,507,251 shares of Series A Common Stock held by the MEP Trust. By virtue of the Agreement, Mr. Pulitzer shares with the other Reporting Persons the power to dispose of or direct the disposition of (i) 4,052,222 shares held by the MEP Trust, (ii) 8,292,046 shares of Series A Common Stock held by Marital Trust B, (iii) 461,762 shares of Series A Common Stock held by the Pulitzer Family Trust and (iv) 3,487,452 shares of Series A Common Stock held by David E. Moore directly. Emily Rauh Pulitzer has the sole power to vote or direct the vote of, 67,391 shares of Series A Common Stock which she holds directly and 541,345 shares of Series A Common Stock held by the Pulitzer Family Trust, of which she is the sole trustee. Ms. Pulitzer shares the power to vote 9,719,714 shares of Series A Common Stock held by Marital Trust B and 17,309 shares of Series A Common Stock held by Marital Trust A U/I Joseph Pulitzer Jr. dated 06/12/74, as amended 10/20/92 ("Marital Trust A"), with James V. Maloney and William Bush, successor trustees of Marital Trust A and Marital Trust B. Ms. Pulitzer has the sole power to dispose of, or to direct the disposition of, (i) 1,427,668 Shares of Series A Common Stock held by Marital Trust B, (ii) 79,583 shares of Series A Common Stock held by the Pulitzer Family Trust and (iii) 67,391 shares of Series A Common Stock which she holds directly. By virtue of the Agreement, Ms. Pulitzer shares with the other Reporting Persons the power to dispose of or direct the disposition of (i) 8,292,046 shares held by Marital Trust B, (ii) 4,052,222 shares held by the MEP Trust, (iii) 461,762 shares held by the Pulitzer Family Trust and (iv) 3,487,452 shares of Series Common Stock held by David E. Moore directly. David E. Moore has the sole power to vote or direct the vote of, and to dispose of or direct the disposition of, (i) 1,067,464 shares of Series A Common Stock held by the David E. Moore 1998 Grantor Retained Annuity Trust dated February 05, 1998 (the "DEM Trust"), of which he is the sole trustee and (ii) 1,507,251 shares of Series A Common Stock which he holds directly. Mr. Moore also has the sole power to vote or direct the vote of 4,994,703 shares of Series A Common Stock which he holds directly. By virtue of the Agreement, Mr. Moore shares with the other Reporting Persons the power to dispose of or direct the disposition of, (i) 8,292,046 shares held by Marital Trust B, (ii) 461,762 shares held by the Pulitzer Family Trust, (iii) 4,052,222 shares held by the MEP Trust and (iv) 3,487,452 shares which he holds directly. (c) Apart from the receipt of shares of the Company's Series A Common Stock pursuant to transactions described in Item 4, no Reporting Person has engaged in any transaction of shares of any class of Common Stock of the Company during the past 60 days. (d) With respect to the shares held by the MEP Trust and the Foundation no person other than the MEP Trust, the Foundation and the respective trustees and beneficiaries thereof have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Series A Common Stock beneficially owned by such trusts (Mr. Pulitzer is also a beneficial owner of the shares held by such trusts). 11 CUSIP NO. 422317107 PAGE 11 OF 13 PAGES --------------------- With respect to shares held directly by Emily Rauh Pulitzer, no person other than Ms. Pulitzer has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Series A Common Stock. With respect to the shares held by Marital Trust A, Marital Trust B and the Pulitzer Family Trust, only such respective trusts and the trustees and beneficiaries thereof have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Series A Common Stock beneficially owned by such trusts (Ms. Pulitzer is also a beneficial owner of the shares held by such trusts). With respect to shares held directly by David E. Moore, no person other than Mr. Moore has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Series A Common Stock beneficially owned by Mr. Moore. With respect to the shares held by the DEM Trust, no person other than the DEM Trust and the trustees and beneficiaries thereof have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Series A Common Stock beneficially owned by such trust (Mr. Moore is also a beneficial owner of the shares held by such trust). (e) Inapplicable The business address, present principal occupation or employment, and citizenship of William Bush and James V. Maloney, who share voting and dispositive power with Ms. Pulitzer with respect to shares held by Marital Trust A and Marital Trust B, and Ceil Pulitzer, who along with Mr. Maloney, shares voting and dispositive power with Mr. Pulitzer with respect to shares held by the Foundation are as follows:
Name and Residence Present Principal or Business Address Occupation or Employment ------------------- ------------------------ William Bush Attorney c/o Fulbright & Jaworski L.L.P. 666 Fifth Avenue New York, New York 10103 James V. Maloney Secretary, Pulitzer Inc. c/o Pulitzer Inc. 900 North Tucker Boulevard St. Louis, MO 63101 Ceil Pulitzer Artist c/o Pulitzer Inc. 900 North Tucker Boulevard St. Louis, MO 63101
During the last five years, none of the persons listed above (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Each person listed above is a Citizen of the United States of America. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. In connection with Pulitzer's request for a private letter ruling from the IRS regarding the spin-off, the Signatories entered into the Agreement, under which, among other things, each Signatory agreed to certain limitations on his, her or its ability to dispose of shares of the Company. A copy of the Agreement is attached hereto as Exhibit 1. In connection with the Merger, the Reporting Persons entered into the Board Representation Agreement, under which the Reporting Persons have the right, subject to the provisions thereof, to designate two persons to serve as members of the Company's Board of Directors. In addition, in connection with the Merger, the Reporting Persons entered into the Registration Rights Agreement whereby, subject to the provisions thereof, the Reporting Persons may request that the Company register with the Securities and Exchange Commission shares of the Company issued to the Reporting Persons in connection with the Merger. 12 CUSIP NO. 422317107 PAGE 12 OF 13 PAGES --------------------- ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 Letter Agreement, dated October 23, 1998, by and among Marital Trust B U/I Joseph Pulitzer Jr., dated 6/12/74, as amended 10/20/92, Pulitzer Family Trust, Trust dated 3/22/82 FBO Michael E. Pulitzer and David E. Moore. Exhibit 2 Board Representation Agreement, dated May 25, 1998, by and among Hearst-Argyle Television, Inc., Hearst Capital Broadcasting, Inc., Emily Rauh Pulitzer, Michael E. Pulitzer and David E. Moore. Exhibit 3 Registration Rights Agreement, dated May 25, 1998, by and among Hearst-Argyle Television, Inc., Emily Rauh Pulitzer, Michael E. Pulitzer and David E. Moore. 13 CUSIP NO. 422317107 PAGE 13 OF 13 PAGES --------------------- SIGNATURES 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. /s/ Emily Rauh Pulitzer ----------------------------------------------- Emily Rauh Pulitzer /s/ Michael E. Pulitzer ----------------------------------------------- Michael E. Pulitzer /s/ Margaret J. Warner ----------------------------------------------- Margaret J. Warner, Attorney-in-Fact for David E. Moore MARITAL TRUST B U/I JOSEPH PULITZER, JR. DATED 6/12/74, AS AMENDED 10/20/92 By: /s/ Emily Rauh Pulitzer -------------------------------------- Emily Rauh Pulitzer, Successor Trustee By: /s/ James V. Maloney -------------------------------------- James V. Maloney, Successor Trustee By: /s/ William Bush -------------------------------------- William Bush, Successor Trustee PULITZER FAMILY TRUST By: /s/ Emily Rauh Pulitzer -------------------------------------- Emily Rauh Pulitzer, Trustee TRUST DATED 3/22/82 FBO MICHAEL E. PULITZER By: /s/ Michael E. Pulitzer -------------------------------------- Michael E. Pulitzer, Trustee EX-1 2 LETTER AGREEMENT 1 EXHIBIT 1 October 23 , 1998 Pulitzer Publishing Company 900 North Tucker Boulevard St. Louis, MO 63101 Ladies and Gentlemen: Reference is hereby made to the Agreement and Plan of Merger by and among Pulitzer Publishing Company ("Pulitzer"), Pulitzer Inc. ("New Pulitzer") and Hearst-Argyle Television, Inc. ("Hearst-Argyle") dated as of May 25, 1998 (the "Merger Agreement"). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement. Each of the undersigned (each, a "5% Stockholder") expects to receive shares of New Pulitzer Class B Common Stock and New Pulitzer Common Stock and shares of Hearst-Argyle Merger Stock pursuant to the proposed reorganization transactions of Pulitzer contemplated by the Merger Agreement. It has been explained to each 5% Stockholder that Pulitzer has requested a private letter ruling from the IRS relating to the federal income tax treatment of Pulitzer and its stockholders upon Pulitzer's distribution of New Pulitzer Stock to its stockholders and such stockholders' exchange of shares of Pulitzer Class B Common Stock and Pulitzer Common Stock for shares of Hearst-Argyle Merger Stock in connection with the Contribution, the Distribution (the Contribution and Distribution being collectively referred to herein as the "Spin-Off") and the Merger. In order to facilitate Pulitzer's request for a private letter ruling from the IRS, each 5% Stockholder hereby represents that he, she or it has no present plan or intention to dispose of any of the shares of Hearst-Argyle Merger Stock or New Pulitzer Stock which he, she or it will receive in the Spin-Off and the Merger and further agrees that in the absence of unanticipated events or circumstances necessitating a change of his, her or its present plans and intentions, he, she or it will not directly or indirectly offer, offer to sell, contract to sell, pledge or grant any option to purchase or otherwise dispose of or transfer (or announce any offer, offer to sell, sale, contract to sell, pledge or grant any option to purchase or other disposition or transfer) any of such shares of New Pulitzer Stock or Hearst-Argyle Merger Stock for a period of one year after the Spin-Off and the Merger (the "Restricted Period"), except for the following possible dispositions ("Permitted Dispositions"): (i) gifts of Hearst-Argyle Merger Stock or New Pulitzer Stock to charitable organizations, charitable trusts or charitable split-interest trusts (of which, in the case of a gift to a charitable split-interest trust, the non-charitable beneficiary or beneficiaries is or are such 5% Stockholder or one or more family members, as defined in Section 267(c)(4) of the Code, of such 5% Stockholder); (ii) gifts of Hearst-Argyle Merger Stock or New Pulitzer Stock for estate planning purposes to one or more family members (as defined in Section 267(c)(4) of the Code) of such 5% Stockholder or to entities if such 5% Stockholder or one or more family members ( as defined in Section 267(c)(4) of the Code) of such 5% Stockholder would be deemed under the constructive ownership rules of Section 267(c)(1) of the Code to own the Hearst-Argyle Merger Stock or New Pulitzer Stock owned by such entity; and (iii) simultaneous sales of such 5% Stockholder's Hearst-Argyle Merger Stock and New Pulitzer Stock in amounts that represent equal proportions of the Hearst-Argyle Merger Stock and New Pulitzer Stock received by such 5% Stockholder in the Spin-Off and the Merger. 2 October 23 , 1998 Page 2 Notwithstanding the foregoing, all Permitted Dispositions by the 5% Stockholders collectively during the Restricted Period will not exceed in the aggregate the number of shares of either Hearst-Argyle stock or New Pulitzer stock having a fair market value, immediately after the Spin-Off and the Merger, equal to 9.5% of the fair market value of all of such corporation's outstanding stock at such time. In this regard, each of the 5% Stockholders will be entitled to engage in a Permitted Disposition during the Restricted Period only to the extent such Permitted Disposition, when combined with all prior Permitted Dispositions by such 5% Stockholder during the Restricted Period, will not exceed 3.15% of the issued and outstanding stock of each of Hearst-Argyle and New Pulitzer, unless otherwise agreed in writing by each of the other 5% Stockholders. For this purpose, Marital Trust B U/I Joseph Pulitzer, Jr. Dated 6/12/74, as amended 10/20/92, and the Pulitzer Family Trust shall be considered a single 5% Stockholder. Each of the undersigned understands and acknowledges that Pulitzer and the IRS will rely upon the representations set forth in this letter and agrees that this letter shall be binding upon such 5% Stockholder and his, her or its successors, heirs, personal representatives and assigns. Very truly yours, MARITAL TRUST B U/I JOSEPH PULITZER, JR. DATED 6/12/74, AS AMENDED 10/20/92 By: /s/ Emily Rauh Pulitzer -------------------------------------- Emily Rauh Pulitzer, Successor Trustee By: /s/ James V. Maloney -------------------------------------- James V. Maloney, Successor Trustee By: /s/ William Bush -------------------------------------- William Bush, Successor Trustee PULITZER FAMILY TRUST By: /s/ Emily Rauh Pulitzer -------------------------------------- Emily Rauh Pulitzer, Trustee TRUST DATED 3/22/82 FBO MICHAEL E. PULITZER By: /s/ Michael E. Pulitzer -------------------------------------- Michael E. Pulitzer, Trustee /s/ David E. Moore ------------------------------------------ David E. Moore EX-2 3 BOARD REPRESENTATION AGREEMENT 1 EXHIBIT 2 BOARD REPRESENTATION AGREEMENT This Board Representation Agreement, dated as of May 25, 1998 (this "Agreement"), is by and among Hearst-Argyle Television, Inc., a Delaware corporation ("Acquiror"), Hearst Broadcasting, Inc. (the "Acquiror Stockholder") and Emily Rauh Pulitzer, Michael E. Pulitzer and David E. Moore (collectively, the "Pulitzer Class B Holders"). WHEREAS, the Acquiror Stockholder owns 41,298,648 shares of Acquiror's Series B Common Stock, par value $.01 per share, and 774,027 shares of Acquiror's Series A Common Stock, par value $.01 per share (all shares of such stock now owned and which may hereafter be acquired by the Acquiror Stockholder prior to the termination of this Agreement are referred to herein as the "Acquiror Shares"); WHEREAS, Pulitzer Publishing Company, a Delaware corporation (the "Company"), Pulitzer Inc., a Delaware corporation ("Newco") and wholly owned subsidiary of the Company, and Acquiror have entered into a Merger Agreement, dated May 25, 1998 (the "Merger Agreement"), which provides, among other things, that the Company will merge with and into Acquiror (the "Merger") (this and other capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Merger Agreement); WHEREAS, in connection with the Merger, the Pulitzer Class B Holders will be entitled to receive beneficial ownership of shares of Series A Common Stock of Acquiror in respect of 14,537,808 shares of Class B Common Stock of the Company beneficially owned by the Pulitzer Class B Holders prior to the Merger (all such shares received by the Pulitzer Class B Holders in the Merger, the "PCBH Shares"), and it is the desire of the Pulitzer Class B Holders that they have the right to designate for election one or two members of the board of directors of Acquiror (the "Acquiror Board") following the consummation of the Merger; WHEREAS, pursuant to the Merger Agreement, Acquiror has agreed to cause Michael E. Pulitzer and Ken J. Elkins (together, the "Initial PCBH Designees") to be elected to the Acquiror Board as set forth herein following consummation of the Merger; and WHEREAS, it is a condition to the Company's and Newco's obligation to consummate the Merger that the parties hereto enter into this Agreement; 2 NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows: 1. REPRESENTATION ON ACQUIROR BOARD. (a) Subject to Section 1(b), the Pulitzer Class B Holders shall be entitled to representation on the Acquiror Board through the Initial PCBH Designees. These designees shall be proposed for election to the Acquiror Board either: (i) if following the consummation of the Merger there are one or more vacancies on such Board or the members of such Board have the power to create new directorships, at the first meeting of the Acquiror Board following consummation of the Merger at which meeting the Initial PCBH Designees shall be elected or (ii) if there are no such vacancies or power to create new directorships, at the first meeting of stockholders of Acquiror held after consummation of the Merger. Following such election of the Initial PCBH Designees, in each instance in which individuals are nominated for election to the Acquiror Board, Acquiror shall cause to be nominated for election to the Acquiror Board the individuals designated by the Pulitzer Class B Holders (the "PCBH Designees") as of the date of nomination, in the manner and subject to the conditions set forth in this Section 1. Acquiror shall cause such PCBH Designees to be validly and timely nominated for election to the Acquiror Board in the same manner as other proposed directors who may be elected by the Acquiror Stockholder are nominated, and the Acquiror Stockholder shall vote its Acquiror Shares in favor of the election of the PCBH Designees, and Acquiror shall use its best efforts to take such other action as may be reasonably necessary to cause such PCBH Designees to be so elected. If any Initial PCBH Designee or PCBH Designee who serves on the Acquiror Board ceases, for any reason, to serve on the Acquiror Board (other than pursuant to Section 1(b) or Section 2 or as a result of the expiration of the specified term of such Initial PCBH Designee or PCBH Designee), Acquiror shall use its best efforts to take all actions reasonably necessary to cause the vacancy to be filled, as soon as practicable, by an individual designated by the Pulitzer Class B Holders (a "Replacement PCBH Designee"), but in any event no later than the first meeting of the Acquiror Board following cessation of service by such Initial PCBH Designee or PCBH Designee. Each Initial PCBH Designee, PCBH Designee or Replacement PCBH Designee shall be reasonably acceptable to Acquiror and shall be eligible to serve on the Acquiror Board under applicable law. (b) Notwithstanding anything to the contrary herein, in the event that, as a result of the nomination and/or appointment of, or the Pulitzer Class B Holders' right to designate, a proposed Initial PCBH Designee, PCBH Designee or Replacement PCBH Designee, the following (an "Ownership Conflict") shall occur and be continuing: (i) Acquiror or any of its subsidiaries is (or, as a result of any proposed acquisition of an ownership interest in, or management or control of, or other relationship with, a radio or television broadcast station by Acquiror or any of its subsidiaries, any of them would be) in violation of the rules and regulations of the Federal Communications Commission (the "FCC"), now in effect or as hereafter amended, governing ownership of mass media facilities by broadcast licensees including, but not limited to, the FCC's rules and policies concerning attribution of ownership, see 47 C.F.R. Section 73.3555 and Notes thereto (collectively, the "FCC Cross- -2- 3 Ownership Rules") or any other rule, regulation or policy of the FCC, or (ii) Acquiror or any of its subsidiaries is not (or, as a result of any proposed acquisition of an ownership interest in, or management or control of, or other relationship with, a radio or television broadcast station by Acquiror or any of its subsidiaries, any of them would not be) entitled to maintain, renew or obtain any license, approval or authorization granted by the FCC; then all obligations on the part of Acquiror and the Acquiror Stockholder under this Agreement shall be suspended until the Ownership Conflict shall cease to be continuing. If the Pulitzer Class B Holders shall not be permitted by virtue of this Section 1(b) to representation on the Acquiror Board as described herein, or if the Pulitzer Class B Holders should elect from time to time observer status in lieu of a seat or seats on the Acquiror Board by written notice to Acquiror and the Acquiror Stockholder, then to the extent permitted by law, including but not limited to the rules, regulations and policies of the FCC, and except as would not cause any loss of attorney-client privilege by Acquiror or any of its subsidiaries, the Pulitzer Class B Holders shall for the period of this Agreement be entitled to designate a non-voting observer or observers who shall be entitled to notice of and to attend all meetings of the Acquiror Board and to receive or review, as the case may be, copies of all documents provided to members of the Acquiror Board. Such observer or observers shall enter into customary confidentiality arrangements with Acquiror. Subject to the provisions of this Section 1(b), at any time and from time to time, the Pulitzer Class B Holders may nominate for election pursuant to Section 1(a) above a Replacement PCBH Designee in lieu of such observer or observers. 2. TERMINATION OF RIGHTS. The rights of the Pulitzer Class B Holders under Section 1 hereof shall terminate upon the earliest of (i) the date on which the Pulitzer Class B Holders or their respective affiliates cease to beneficially own at least an aggregate of 50% of the PCBH Shares (as equitably adjusted for stock splits, combinations, dividends, corporate reorganizations and similar events) or (ii) the date on which the Pulitzer Class B Holders elect to terminate Section 1 of this Agreement by notice to the other parties hereto. 3. REPRESENTATIONS AND WARRANTIES OF ACQUIROR. Acquiror represents and warrants to the Pulitzer Class B Holders that: (a) Acquiror has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Acquiror and the performance of its obligations hereunder have been duly and validly authorized by Acquiror, and no other proceedings on the part of Acquiror are necessary to authorize the execution and delivery of this Agreement or to perform such obligations except approval of Acquiror Board of a resolution increasing the size of Acquiror Board as provided herein and election of the PCBH Designees as provided herein. This Agreement has been duly and validly executed and delivered by Acquiror and, assuming the due authorization, execution and delivery hereof by each other party hereto, constitutes a legal, valid and binding obligation of Acquiror enforceable against Acquiror in accordance with its terms, subject to (x) the Enforceability Exceptions and (y) as the same may be limited under the FCC Cross-Ownership Rules. -3- 4 (b) The execution and delivery of this Agreement by Acquiror do not, and the performance of this Agreement by Acquiror will not, (i) conflict with or violate the Certificate of Incorporation or By-laws of Acquiror, (ii) except as described in Section 3(c), conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Acquiror or by which any of Acquiror's property may be bound or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the Acquiror's properties pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Acquiror is a party or by which Acquiror or Acquiror's properties are bound or affected, except, in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not prevent or materially delay the performance by Acquiror of its obligations under this Agreement. (c) The execution and delivery of this Agreement by Acquiror do not, and the performance of this Agreement by Acquiror will not, require any consent, approval, authorization or permit of, or filing with or notification to, any federal, state, local or foreign regulatory body, except (i) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay the performance by Acquiror of Acquiror's obligations under this Agreement, (ii) filings with the SEC under the Exchange Act and (iii) any waiver, consent or declaratory ruling by, or any filing with, the FCC with respect to the FCC Cross-Ownership Rules to the extent that such Rules and Regulations may prohibit the performance of the Acquiror's obligations hereunder, or as may be otherwise required by the rules, regulations and policies of the FCC. 4. REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR STOCKHOLDER. The Acquiror Stockholder represents and warrants to the Pulitzer Class B Holders as follows: (a) The Acquiror Stockholder has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by the Acquiror Stockholder and the performance of the Acquiror Stockholder's obligations hereunder have been duly and validly authorized by the Acquiror Stockholder, and no other corporate proceedings on the part of the Acquiror Stockholder are necessary to authorize the execution and delivery of this Agreement or to perform such obligations. This Agreement has been duly and validly executed and delivered by the Acquiror Stockholder and, assuming the due authorization, execution and delivery hereof by each other party hereto, constitutes a legal, valid and binding obligation of the Acquiror Stockholder enforceable against the Acquiror Stockholder in accordance with its terms, subject to (x) the Enforceability Exceptions and (y) as the same may be limited under the FCC Cross-Ownership Rules. (b) The execution and delivery of this Agreement by the Acquiror Stockholder do not, and the performance of this Agreement by the Acquiror Stockholder will not, (i) conflict with -4- 5 or violate the Certificate of Incorporation or By-laws of the Acquiror Stockholder, (ii) except as described in Section 4(c) below, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to such Acquiror Stockholder or by which the Acquiror Shares are bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any Acquiror Shares pursuant to, any note, bond, mortgage, indenture contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Acquiror Stockholder is a party or by which the Acquiror Shares are bound or affected, except, in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not prevent or materially delay the performance by the Acquiror Stockholder of its obligations under this Agreement. (c) The execution and delivery of this Agreement by the Acquiror Stockholder do not, and the performance of this Agreement by such Acquiror Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any federal, state, local or foreign regulatory body, except (i) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay the performance by the Acquiror Stockholder of its obligations under this Agreement, (ii) filings with the SEC under the Exchange Act and (iii) any waiver, consent or declaratory ruling by, or any filing with, the FCC with respect to the FCC Cross-Ownership Rules, to the extent that such FCC Cross-Ownership Rules may prohibit the performance of the Acquiror Stockholder's obligations hereunder, or as may be otherwise required by the rules, regulations and policies of the FCC. (d) The Acquiror Stockholder is the owner of the Acquiror Shares free and clear of all options, rights of first refusal, agreements, limitations on voting rights, and Liens. The Acquiror Stockholder has sole voting power with respect to the Acquiror Shares or has the power to direct the voting of the Acquiror Shares. The Acquiror Stockholder has not appointed or granted any proxy, which appointment or grant is still effective, with respect to the Acquiror Shares, other than pursuant to the Acquiror Voting Agreement, dated May 25, 1998, among the Acquiror Stockholder and the Company, or as otherwise disclosed in Schedule 5.05(a) to the Merger Agreement. The Acquiror Stockholder has sole voting power with respect to the Acquiror Shares, and the person executing this Agreement on behalf of the Acquiror Stockholder has the power to direct the voting of such Acquiror Shares. 5. NO PROHIBITION ON TRANSFERS. Nothing in this Agreement shall prevent the Acquiror Stockholder from offering, selling, transferring, pledging or in any other way disposing of or placing encumbrances upon the Acquiror Shares. 6. COMPENSATION, EXPENSES, INSURANCE. The Initial PCBH Designees, PCBH Designees and Replacement PCBH Designees serving on the Acquiror Board shall be entitled to fees and other compensation, participation in option, stock or other benefit plans for -5- 6 which directors are eligible, reimbursement of expenses, and directors and officers liability insurance and indemnities on an equal basis with other members of the Acquiror Board. 7. PROVISIONS SPECIFICALLY ENFORCEABLE. (a) The obligations of Acquiror and the Acquiror Stockholder under this Agreement are unique. Acquiror and the Acquiror Stockholder acknowledge that it would be extremely difficult or impracticable to measure the resulting damages caused by any breach of this Agreement. Acquiror and the Acquiror Stockholder agree that, in the event of a breach of this Agreement by either Acquiror or the Acquiror Stockholder, the Pulitzer Class B Holders, in addition to any other available rights or remedies, shall be entitled to specific performance of the obligations of Acquiror and the Acquiror Stockholder under this Agreement, and Acquiror and the Acquiror Stockholder expressly agree that a remedy in damages will not be adequate. (b) The remedies provided in this Section 7 are cumulative and are in addition to any other remedies in law or equity which may be available to the Pulitzer Class B Holders. The election of one or more remedies shall not bar the use of other remedies unless circumstances make the remedies incompatible. 8. CHOICE OF LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware regardless of the laws that might otherwise govern under principles of conflicts of law applicable hereto. 9. ATTORNEY'S FEE. In any action to enforce the terms of this Agreement, the prevailing party shall be entitled to recover its attorneys' fees and court costs and other nonreimbursable litigation expenses, such as expert witness fees and investigation expenses. 10. MERGER AND MODIFICATION. This Agreement sets forth the entire agreement between the parties relating to the subject matter hereof, and supersedes all other oral or written agreements. This Agreement may be modified or terminated only in a writing signed by all parties. 11. BINDING ON SUCCESSORS. This Agreement shall be binding upon Acquiror, the Acquiror Stockholder and their respective successors and assigns. 12. RULES OF CONSTRUCTION. All section captions are for convenience of reference only, and shall not be considered in construing this Agreement. 13. NOTICES. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person, by telecopy with answerback, by express or overnight mail delivered by a nationally recognized air courier (delivery charges prepaid) or by registered or certified mail (postage prepaid, return receipt requested) to the respective -6- 7 parties as follows: (a) if to the Pulitzer Class B Holders, c/o Pulitzer Publishing Company, 900 North Tucker Boulevard, St. Louis, Missouri 63101, (b) if to the Acquiror Stockholder, Hearst Broadcasting, Inc., 959 Eighth Avenue, New York, New York 10166, attention: James M. Asher, with a copy to Rogers & Wells LLP, 200 Park Avenue, New York, New York 10166, attention: Steven A. Hobbs, Esq., and (c) if to Acquiror, Hearst-Argyle Television, Inc., 959 Eighth Avenue, New York, New York 10106, attention: Dean H. Blythe, with a copy to Rogers & Wells LLP, 200 Park Avenue, New York, New York 10166, attention: Steven A. Hobbs, Esq., or to such other address as the party to whom notice is given may have previously furnished to the others in writing in the manner set forth above. Any notice or communication delivered in person shall be deemed effective on delivery. Any notice or communication sent by telecopy or by air courier shall be deemed effective on the first business day at the place at which such notice or communication is received following the day on which such notice or communication was sent. Any notice or communication sent by registered or certified mail shall be deemed effective on the fifth business day at the place from which such notice or communication was mailed following the day on which such notice or communication was mailed. 14. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. [The remainder of this page intentionally left blank.] -7- 8 IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first written above. HEARST-ARGYLE TELEVISION, INC. By: /s/ Dean H. Blythe ----------------------------------- Name: Dean H. Blythe Title: Secretary HEARST BROADCASTING, INC. By: /s/ Dean H. Blythe ----------------------------------- Name: Dean H. Blythe Title: Secretary /s/ Emily Rauh Pulitzer -------------------------------------- Emily Rauh Pulitzer /s/ Michael E. Pulitzer -------------------------------------- Michael E. Pulitzer /s/ David E. Moore -------------------------------------- David E. Moore -8- EX-3 4 REGISTRATION RIGHTS AGREEMENT 1 d EXHIBIT 3 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated May 25, 1998, among Hearst-Argyle Television, Inc., a Delaware corporation ("Acquiror"), and each of Emily Rauh Pulitzer, David E. Moore and Michael E. Pulitzer (each, a "Stockholder" and, collectively, the "Stockholders"). W I T N E S S E T H - - - - - - - - - - WHEREAS, Acquiror and Pulitzer Publishing Company, a Delaware corporation (the "Company"), have entered into an Agreement and Plan of Merger, dated May 25, 1998 (as such agreement may hereafter be amended from time to time, the "Merger Agreement"), pursuant to which the Company will be merged with and into Acquiror (the "Merger"); WHEREAS, as a condition to the consummation of the Merger, the Stockholders have required that Acquiror, and Acquiror has agreed to, enter into this Agreement; and WHEREAS, it is intended by Acquiror and the Stockholders that this Agreement shall become effective immediately upon the issuance of Acquiror Common Stock pursuant to Article 1 of the Merger Agreement. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Definitions. Capitalized terms used and not defined herein have the respective meanings ascribed to them in the Merger Agreement. For purposes of this Agreement: (a) "Stockholder Affiliates" means, with respect to each Stockholder, any parent, sibling, spouse, child, grandchild or other relative of the Stockholder, or any custodian or trustee for the benefit of any of the foregoing, or any partnership, corporation of other entity for which he or she acts as a trustee or which is owned by the Stockholder or any of the foregoing. (b) "Demand Registrations" has the meaning ascribed to it in Section 2(a) of this Agreement. 2 (c) "Piggyback Registration" has the meaning ascribed to it in Section 3(a) of this Agreement. (d) "Registrable Shares" means, at any particular time at which notice has been given pursuant to Section 2 or 3 hereunder, any of the following which are held by the Stockholders or Stockholder Affiliates: (i) shares of Acquiror Common Stock issued pursuant to the Merger; (ii) shares of Acquiror Common Stock issued in lieu of cash dividends on other Registrable Shares pursuant to a dividend reinvestment plan adopted by Acquiror; (iii) shares of Acquiror Common Stock then outstanding which were issued as, or upon the conversion or exercise of other securities issued as, a dividend or other distribution with respect to or in replacement of other Registrable Shares; (iv) shares of Common Stock then issuable upon conversion or exercise of other securities which were issued as a dividend or other distribution with respect to or in replacement of other Registrable Shares; and (v) any equity securities of Acquiror issued or issuable with respect to the securities referred to in clauses (i) through (iv) by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. For purposes of this Agreement, the Stockholders and Stockholder Affiliates will be deemed to be holders of Registrable Shares whenever they have unqualified right to acquire such Registrable Shares (by conversion or otherwise, but disregarding any legal restrictions upon the exercise of such right), whether or not such acquisition has actually been effected. (e) "Registration Expenses" has the meaning ascribed to it in Section 5 of this Agreement. 2. Demand Registrations. (a) Requests for Registration. From and after the first anniversary of the date hereof, each Stockholder may make a written request, from time to time, on his or her own behalf or on behalf of any Stockholder Affiliates, for registration under the Securities Act of all or part of the Registrable Shares held by the Stockholder or any Stockholder Affiliates. Each such request will specify the number of Registrable Shares to be registered and the intended method of distribution thereof. All registrations requested pursuant to this Section 2(a) are referred to herein as "Demand Registrations." Demand Registrations shall be on any form for which Acquiror then qualifies and which counsel for Acquiror shall deem appropriate and available for the sale of the Registrable Shares to be registered thereunder in accordance with the intended method of distribution thereof; provided that Acquiror will include in any short-form registration such additional customary information as the Stockholders may reasonably request after consultation with the managing underwriter, in the case of any underwritten public offering, or with the investment banker, in the case of any non- underwritten offering, in order to facilitate the sale of such securities; and provided further, that Acquiror shall not be required to file any such registration as a shelf registration under Rule 415 of the Securities Act. Subject to the terms and conditions of this Agreement, Acquiror may include the sale of its securities in any Demand Registration. -2- 3 (b) Registrations. (i) Prior to the seventh anniversary of the date hereof, a maximum of two Demand Registrations may be requested by each Stockholder. On or after the seventh anniversary of the date hereof, only one Demand Registration may be requested by each Stockholder; provided that such Stockholder shall not have previously requested two Demand Registrations which were effected, or deemed to have been effected, pursuant to this Agreement, in which event such Stockholder may not request any further Demand Registrations. A registration will not count as one of the Demand Registrations requested by the Stockholder until it has become effective and unless either (i) the requesting Stockholder and Stockholder Affiliates have registered and sold at least 90% of the Registrable Shares they requested be included in such registration or (ii) the registration has remained effective and current for at least 90 days. Acquiror will pay all Registration Expenses in connection with any registration initiated as a Demand Registration requested hereunder. Should a Demand Registration not become effective due to the failure of the Stockholders to perform their obligations under this Agreement or the inability of the Stockholders to reach agreement with the underwriters on price or other customary terms for such transaction (provided that if the registration does not become effective because of such inability then, on one occasion, at the election of the requesting Stockholder, it shall not count as a Demand Registration if the requesting Stockholder pays Acquiror for all of the Registration Expenses in respect thereof), or in the event the requesting Stockholder withdraws or does not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time Acquiror is in compliance in all material respects with its obligations under this Agreement), then such Demand Registration shall be deemed to have been effected. (ii) Each Demand Registration effected prior to the third anniversary of the date hereof must be in respect of Registrable Shares with a fair market value in excess of $50,000,000; each Demand Registration effected on or after the third anniversary of the date hereof and prior to the fifth anniversary of the date hereof must be in respect of Registrable Shares with a fair market value in excess of $75,000,000; each Demand Registration effected on or after the fifth anniversary of the date hereof must be in respect of Registrable Shares with a fair market value in excess of $100,000,000; in each case, such value shall include Registrable Shares included pursuant to Section 3 hereof. (c) Priority on Demand Registrations. If a Demand Registration is an underwritten public offering and the managing underwriters advise Acquiror in writing that in their opinion the number of Registrable Shares and other securities requested to be included in such offering would materially and adversely affect the success of the offering, Acquiror will include in such registration, prior to the inclusion of any securities which are not owned by the Stockholders or Stockholder Affiliates, the number of Registrable Shares requested to be included which in the opinion of such underwriters can be sold without materially and adversely affecting the success of the offering. -3- 4 Whenever a registration requested pursuant to this Section is for an underwritten offering, only securities which are to be distributed by the underwriters may be included in the registration. (d) Restrictions on Registrations. Acquiror will not be obligated to effect any Demand Registration within twelve months after the effective date of a previous Demand Registration. Acquiror may postpone for up to 120 days the filing or effectiveness of a registration statement for a Demand Registration if Acquiror reasonably believes that it would be detrimental or otherwise disadvantageous to Acquiror or its shareholders for such a registration statement to be filed as expeditiously as possible; provided, however, Acquiror cannot exercise its right to postpone the filing or effectiveness of a registration statement for a Demand Registration more than once during any twelve-month period. (e) Selection of Underwriters. The requesting Stockholder shall have the right to select the investment banker(s) and manager(s) to administer any public offering of equity securities of Acquiror pursuant to a Demand Registration, subject to Acquiror's approval, which approval shall not be unreasonably withheld. 3. Piggyback Registrations. (a) Right to Piggyback. Subject to the provisions of this Section 3, whenever Acquiror proposes to register any Acquiror Common Stock under the Securities Act for its own account (other than a registration on Form S-4 or S-8 or any substitute or successor form that may be adopted by the SEC) or for the account of any of the holders of Acquiror Common Stock, Acquiror will give written notice to the Stockholders of its intention to effect such a registration and will include in such registration, on the same terms and conditions as apply to Acquiror's or such holder's Acquiror Common Stock, all Registrable Shares that the Stockholders request be included within 15 days after the receipt of Acquiror's notice (a "Piggyback Registration"). Prior to the seventh anniversary of the date hereof, Acquiror is required to include Registrable Shares requested by the Stockholders in an unlimited number of Piggyback Registrations. On or after the seventh anniversary of the date hereof, Acquiror is only required to include Registrable Shares pursuant to this Section 3 in any Demand Registration requested by any other Stockholder. If Acquiror shall determine in its sole discretion not to register or to delay the registration of such Common Stock, Acquiror may, at its election, provide written notice of such determination to the Stockholders and (i) in the case of a determination not to effect a registration, shall thereupon be relieved of the obligation to register such Registrable Shares, and (ii) in the case of a determination to delay a registration, shall thereupon be permitted to delay registering any Registrable Shares for the same period as the delay in respect of the securities of Acquiror being registered for Acquiror's own account. (b) Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary offering on behalf of Acquiror, and the managing underwriters for the offering advise Acquiror in writing that in their opinion the number of securities requested to be included in -4- 5 such registration would materially and adversely affect the success of the offering, Acquiror will include in such registration (i) first, the securities Acquiror proposes to sell and (ii) second, on a pro rata basis, Registrable Shares and all other securities. (c) Priority on Secondary Registrations. (i) If a Piggyback Registration is an underwritten secondary offering on behalf of holders of Acquiror's securities other than holders of Registrable Shares, and the managing underwriters advise Acquiror in writing that in their opinion the number of securities requested to be included in such registration would materially and adversely affect the success of the offering, Acquiror will include in such registration (1) first, the securities included therein held by the holders other than the Stockholders and (2) second, on a pro rata basis, Registrable Shares and all other securities. (ii) If a Piggyback Registration is an underwritten secondary offering on behalf of a requesting Stockholder pursuant to such Stockholder's Demand Registration, and the managing underwriters advise Acquiror in writing that in their opinion the number of securities requested to be included in such registration would materially and adversely affect the success of the offering, Acquiror will include in such registration (1) first, Registrable Shares held by the requesting Stockholder, (2) second, other Registrable Shares and (3) third, other securities. (d) Selection of Underwriters. If a Piggyback Registration is an underwritten primary registration on behalf of Acquiror, and the Stockholders elect to register and sell Registrable Shares in such registration, Acquiror will have the right to select the investment banker(s) and manager(s) to administer the offering. 4. Holdback Agreements. (a) Each Stockholder agrees that, at the request of the underwriters managing a registered public offering, such Stockholder shall not and such Stockholder shall use best efforts to cause the Stockholder Affiliates to agree to not offer, sell, contract to sell or otherwise dispose of any Acquiror Common Stock, or any securities convertible into or exchangeable or exercisable for Acquiror Common Stock, during the 15-day period prior to, and the 90-day period beginning on, the effective date of the underwritten registration (except as part of such underwritten registration). In order to ensure compliance with the provisions of this Section 4(a), Acquiror hereby agrees to notify each Stockholder as to the status and proposed effective date of any registration statement of Acquiror which is filed with the SEC. (b) Acquiror hereby agrees not to effect, except pursuant to employee benefit plans and registrations on Form S-4, any public sale or distribution of any securities of the same class as (or otherwise similar to) the Registrable Shares, or any securities which, with notice, lapse of time -5- 6 and/or payment of monies, are exchangeable or exercisable for or convertible into any such securities, during the 15-day period prior to, and during the 90-day period commencing on, the effective date of a registration statement filed with the SEC in connection with an underwritten offering effected pursuant to Section 2 of this Agreement (except as part of such underwritten offering). Acquiror agrees to use its reasonable efforts to cause each holder of five percent or more of the outstanding shares of any equity security (or any security convertible into or exchangeable or exercisable for any equity security) of Acquiror purchased from Acquiror at any time other than in a public offering to enter into a similar agreement with the Company. 5. Registration Procedures. Whenever any Stockholders have requested that any Registrable Shares be registered pursuant to this Agreement, Acquiror will use its reasonable best efforts to effect the registration of such Registrable Shares in accordance with the intended method of disposition thereof, and pursuant thereto Acquiror will as expeditiously as possible: (a) Prepare and file with the SEC a registration statement with respect to such Registrable Shares and cause such registration statement to become and remain effective for such period, not to exceed 90 days, as may be reasonably necessary to effect the sale of such Registrable Shares and to include in any such registration statement all information which, in the opinion of counsel to the Stockholders and counsel to Acquiror, is reasonably required to be included therein under the Securities Act or which the managing underwriter, in the case of an underwritten public offering, or the investment banker, in the case of a non-underwritten offering, reasonably requests be included therein to facilitate the sale of such securities and which, in the opinion of counsel to Acquiror and counsel to the Stockholders, is customary and may appropriately be included therein under the Securities Act; provided, however, if (i) the effective date of any registration statement filed pursuant to a Demand Registration would otherwise be at least 45 calendar days, but fewer than 90 calendar days, after the end of Acquiror's fiscal year, and (ii) the Securities Act requires Acquiror to include audited financials as of the end of such fiscal year or the Securities Act permits the use of, and the Stockholders have requested that such registration statement include, audited financials as of the end of such fiscal year, Acquiror may delay the filing of such registration statement for such period as is reasonably necessary to include therein its audited financial statements for such fiscal year; (b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 90 days and comply with the provisions of the Securities Act applicable to Acquiror with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition set forth in such registration statement; (c) Furnish to the Stockholders and the underwriters such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) as they may reasonably request in order to facilitate the disposition of the Registrable Shares; -6- 7 (d) Use reasonable best efforts to register or qualify such Registrable Shares under such other securities or blue sky laws of such jurisdictions as the Stockholders reasonably request and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholders and Stockholder Affiliates to consummate the disposition in such jurisdictions of the Registrable Shares (provided, however, that Acquiror will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 4(d), (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process in any such jurisdiction); (e) Otherwise use its best efforts in connection with each registered offering of Registrable Shares hereunder to comply with all applicable rules and regulations of the SEC, as the same may hereafter be amended, including Section 11(a) of the Securities Act and Rule 158 thereunder. (f) Use its best efforts to cause all such Registrable Shares to be listed on each securities exchange or market trading system on which similar securities issued by Acquiror are then listed; (g) Enter into such customary agreements (including underwriting agreements that contain such representations and warranties by Acquiror and such other terms and provisions as are customarily contained in agreements of this type, including, but not limited to, indemnities to the effect and to the extent provided in Section 7, provisions for the delivery of officers' certificates, opinions of counsel and accountants' "comfort" letters and holdback arrangements) and take all such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Shares; (h) Subject to confidentiality restrictions reasonably required by Acquiror, and subject to the reasonableness of the request therefor, make available at reasonable times for inspection by the Stockholders, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by the Stockholders or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of Acquiror, and cause Acquiror's officers, directors, employees and independent accountants to supply all information reasonably requested by the Stockholders or any such underwriter, attorney accountant or agent in connection with such registration statement; and to the extent reasonably required, cause Acquiror's officers, directors and employees to discuss pertinent aspects of Acquiror's business with the Stockholders and any such underwriter, accountant, agent, representative or advisor in connection with such registration statement; (i) Notify the Stockholders promptly after it shall receive notice of the time when such registration statement or amendment thereto has become effective or a prospectus or supplement to any prospectus forming a part of such registration statement has been filed; -7- 8 (j) Notify the Stockholders of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for supplemental information; (k) Prepare and file with the SEC, promptly upon the request of the Stockholders, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel selected by the Stockholders and counsel to Acquiror, is reasonably required under the Securities Act or the rules and regulations thereunder in connection with the distribution of Registrable Shares by the Stockholders; (l) Notify the Stockholders of the occurrence of any event during any time when a prospectus relating to such securities is required to be delivered under the Securities Act, as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, and in such event, prepare and promptly file with the SEC and promptly notify the Stockholders of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any such statements or omissions. The Stockholders agree that, upon receipt of any notice from Acquiror of the occurrence of any event of the kind described in the preceding sentence, the Stockholders will and will cause the Stockholder Affiliates to forthwith discontinue the offer and sale of Registrable Shares pursuant to the registration statement covering such Registrable Shares until receipt by the Stockholders and the Stockholder Affiliates and the Underwriters of the copies of such supplemented or amended prospectus and, if so directed by Acquiror, the Stockholders and the Stockholder Affiliates will deliver to Acquiror all copies, other than permanent file copies then in the Stockholders' and the Stockholder Affiliates' possession, of the most recent prospectus covering such Registrable Shares at the time of receipt of such notice. In the event Acquiror shall give such notice, Acquiror shall extend the 90-day period during which such registration statement shall be maintained effective as provided in Section 5(a) hereof by the number of days during the period from and including the date of the giving of such notice to the date when Acquiror shall make available to the Stockholders such supplemented or amended prospectus; (m) Advise the Stockholders, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC or any state authority or agency suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such purpose and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain their withdrawal if such stop order should be issued; (n) At the request of any underwriter in connection with an underwritten offering, furnish on the date or dates provided for in the underwriting agreement: (i) an opinion of counsel, addressed to the underwriters, covering such customary matters as such underwriters may reasonably request; and (ii) a comfort letter or letters from the independent certified public accountants of Acquiror addressed to the underwriters, covering such customary matters as such underwriters and -8- 9 sellers may reasonably request, in which letters such accountants shall state, without limiting the generality of the foregoing, that they are independent certified public accountants within the meaning of the Securities Act and that in the opinion of such accountants the financial statements and other financial data of Acquiror included in the registration statement, the prospectus, or any amendment or supplement thereto comply in all material respects with the applicable accounting requirements of the SEC; (o) Permit the Stockholders, to the extent the Stockholders, in the judgment of their counsel, might be deemed to be a "control person" of Acquiror (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), to participate in the preparation of such registration statement and include therein material, furnished to Acquiror in writing which, in the reasonable judgment of the Stockholders and their counsel and counsel to Acquiror, is required to be included therein; (p) If any registration statement refers to any Stockholder or Stockholder Affiliate by name or otherwise as the holder of any securities of Acquiror, and if such Stockholder reasonably believes he or she is or may be deemed to be a control person in relation to Acquiror, then the Stockholder shall have the right to require (i) insertion in such registration statement of language, in form and substance reasonably satisfactory to the Stockholder, to the effect that the ownership by the Stockholder of such securities is not to be construed as and is not intended to be a recommendation by the Stockholder of the investment quality of, or the relative merits and risks attendant to the purchase of, Acquiror's securities covered thereby, and that such ownership does not imply that the Stockholder will assist in meeting any future financial or operating requirements of Acquiror, or (ii) in the case where the reference to the Stockholder or Stockholder Affiliate by name or otherwise is not required by the Securities Act or any similar federal or state statute then in effect, the deletion of the reference to the Stockholder or Stockholder Affiliate; and (q) Cooperate in the marketing efforts of the underwriters and the Stockholders, including, without limitation, by making available, as reasonably requested by the underwriters and the Stockholders, the senior executive officers of Acquiror for attendance at, and active participation with the underwriters in, informational or so-called "road show" meetings with prospective purchasers of the Registrable Shares being offered, including meeting with groups of such purchasers or with individual purchasers, providing information and answering questions about Acquiror at such meetings, and traveling to locations in the United States and abroad as reasonably selected by the underwriters. 6. Registration Expenses. All expenses of Acquiror incident to Acquiror's performance of or compliance with this Agreement, including, without limitation, all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, all fees and expenses associated with listing securities on exchanges or Nasdaq, all fees and other expenses associated with filings with the NASD (including, if required, the fees and expenses of any "qualified independent underwriter" and its counsel) printing expenses, messenger and delivery expenses, and fees and -9- 10 disbursements of counsel for Acquiror and its independent certified public accountants (and the expenses of any special audits or reviews performed by such accountants required by or incidental to such performance and compliance), underwriters (excluding discounts and commissions attributable to the securities included in such registration) and other Persons retained by Acquiror (all such expenses being herein called "Registration Expenses"), will be borne by Acquiror. In addition, Acquiror will pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, and the expense of any liability insurance obtained by Acquiror. Registration Expenses shall expressly exclude fees and disbursements of counsel to the Stockholders. 7. Indemnification and Contribution. (a) Acquiror agrees to indemnify the Stockholders, their officers and trustees against all losses, claims, damages, liabilities and expenses (including, without limitation, reasonable attorneys' fees except as limited by Section 7(c)) caused by any untrue or alleged untrue statement of a material fact contained in any registration statement, prospectus or preliminary prospectus relating to the Registrable Shares or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in or based upon any information furnished in writing to Acquiror by the Stockholders or any underwriter expressly for use therein or by the Stockholders' or underwriter's failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after Acquiror has furnished the Stockholders or underwriter with a sufficient number of copies of the same. In connection with an underwritten offering, Acquiror will indemnify such underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Stockholders. In connection with an underwritten offering, the underwriters shall be required to agree to indemnify the Stockholders, their officers and trustees, and Acquiror, its officers and directors and each Person who controls Acquiror (within the meaning of the Securities Act) to the same extent as Acquiror agrees to indemnify such underwriters in this Section 7(a), but only as to statements contained in or omitted from any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto in reliance upon written information furnished to Acquiror by such underwriters for use in the preparation thereof. The reimbursements required by this Section 7(a) will be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred. (b) In connection with any registration statement in which the Stockholders are participating, it will furnish to Acquiror in writing such information, questionnaires and affidavits as Acquiror reasonably requests for use in connection with any such registration statement or prospectus and will indemnify Acquiror, its directors and officers and each Person who controls Acquiror (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) against any losses, claims, damages, liabilities and expenses (including, without limitation, attorneys' fees except -10- 11 as limited by Section 7(c)) caused by any untrue or alleged untrue statement of a material fact contained in any registration statement, prospectus or preliminary prospectus relating to the Registrable Shares or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by or on behalf of the Stockholders. The Stockholders also agree to indemnify and hold harmless any underwriters of the Registrable Shares, their officers and directors and each person who controls such underwriters on substantially the same basis as that of the indemnification of Acquiror provided in this Section 7(b). (c) Any Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim. (d) The indemnification provided for under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and will survive the transfer of securities. Acquiror also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event Acquiror's indemnification is unavailable for any reason. (e) If the indemnification from the indemnifying party as provided in this Section 7 is unavailable or is otherwise insufficient to hold harmless any Person entitled to indemnification in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the indemnifying party shall, to the fullest extent permitted by law, contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the Person entitled to indemnification in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made, or relates to information supplied by such indemnifying party, and the parties, relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or -11- 12 preceding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7(e) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 7(e). No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. 8. Compliance with Rule 144. At the request of the Stockholders, Acquiror will (i) forthwith furnish a written statement of its compliance with the filing requirements of the SEC as set forth in Rule 144 or any similar rules or regulations hereafter adopted by the SEC as such may be amended from time to time, (ii) make available to the public and the Stockholders such information and (iii) take such further actions as the Stockholders shall reasonably request as will enable the Stockholders to be permitted to make sales pursuant to Rule 144 or such similar rules and regulations. All sales of Registrable Shares by the Stockholders must be effected in compliance with applicable law. 9. Participation in Underwritten Registrations. The Stockholders and Stockholder Affiliates may not participate in any registration hereunder which is underwritten unless they (a) agree to sell Registrable Shares on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements, (b) complete and execute all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements, and (c) furnish in writing to Acquiror such information regarding the Stockholders and Stockholder Affiliates, the plan of distribution of the Registrable Shares and other information as Acquiror may from time to time reasonably request or as may be legally required in connection with such registration. 10. Miscellaneous. (a) Entire Agreement. This Agreement and the Merger Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. (b) Successors and Assigns. This Agreement shall bind and inure to the benefit of Acquiror and each Stockholder and each other Person who shall become a registered holder of Registrable Shares and their respective successors, heirs, personal representatives and permitted assigns. (c) Amendments, Waivers, Etc. This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated with respect to any one or more -12- 13 Stockholders, except upon the execution and delivery of a written agreement executed by the relevant parties hereto. (d) Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly received if so given) by hand delivery, telegram, telex or telecopy, or by mail (registered or certified mail, postage prepaid, return receipt requested) or by any courier service, such as Federal Express, providing proof of delivery. All communications hereunder shall be delivered to the respective parties at the following addresses: If to Stockholders: c/o Pulitzer Publishing Company 900 North Tucker Boulevard St. Louis, Missouri 63101 If to Acquiror: Hearst-Argyle Television, Inc. 959 Eighth Avenue New York, New York 10106 (212) 489-2314 (telecopier) Attention: Dean H. Blythe Copy to: Rogers & Wells LLP 200 Park Avenue New York, New York 10166 (212) 878-8375 (telecopier) Attention: Steven A. Hobbs, Esq. or to such other address as the Person to whom notice is given may have previously furnished to the others in writing in the manner set forth above. (e) Severability. Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein. (f) Specific Performance. Each of the parties hereto recognizes and acknowledges that a breach by it of any covenants or agreements contained in this Agreement will cause the other party to sustain damages for which it would not have an adequate remedy at law for money damages, and therefore each of the parties hereto agrees that in the event of any such breach the aggrieved -13- 14 party shall be entitled to the remedy of specific performance of such covenants and agreements and injunctive and other equitable relief in addition to any other remedy to which it may be entitled, at law or in equity. (g) Remedies Cumulative. All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party. (h) No Waiver. The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance. (i) Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof. (j) Jurisdiction. Each party hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery in the State of Delaware or the United States District Court for the Southern District of New York or any court of the State of New York located in the City of New York in any action, suit or proceeding arising in connection with this Agreement, and agrees that any such action, suit or proceeding shall be brought only in such court (and waives any objection based on forum non conveniens or any other objection to venue therein); provided, however, that such consent to jurisdiction is solely for the purpose referred to in this paragraph (l) and shall not be deemed to be a general submission to the jurisdiction of said courts or in the states of Delaware or New York other than for such purposes. Each party hereto hereby waives any right to a trial by jury in connection with any such action, suit or proceeding. (k) Descriptive Headings. The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. (l) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same Agreement. -14- 15 October 23 , 1998 Page 2 [The remainder of this page intentionally left blank.] -15- 16 IN WITNESS WHEREOF, Acquiror and each Stockholder have caused this Agreement to be duly executed as of the day and year first above written. HEARST-ARGYLE TELEVISION, INC. By: /s/ Dean H. Blythe ----------------------------------- Name: Dean H. Blythe Title: Secretary /s/ Emily Rauh Pulitzer ----------------------------------- Emily Rauh Pulitzer /s/ David E. Moore ----------------------------------- David E. Moore /s/ Michael E. Pulitzer ----------------------------------- Michael E. Pulitzer -16- -----END PRIVACY-ENHANCED MESSAGE-----