-----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, WBet3u4KWy5Jr02ZX9jf+DvqHoaDddIkuMycYLiz0UjVK44zIeX3Sjde6JF+SzLU IrCIAZQZVM+cX1HkNJk0AA== 0000897204-98-000087.txt : 19980401 0000897204-98-000087.hdr.sgml : 19980401 ACCESSION NUMBER: 0000897204-98-000087 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980331 SROS: NYSE GROUP MEMBERS: HEARST BROADCASTING INC GROUP MEMBERS: THE HEARST CORPORATION GROUP MEMBERS: THE HEARST FAMILY TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HEARST ARGYLE TELEVISION INC CENTRAL INDEX KEY: 0000949536 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 742717523 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-45627 FILM NUMBER: 98584011 BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVE CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 2108281700 MAIL ADDRESS: STREET 1: 200 CONCORD PLAZA STREET 2: STE 700 CITY: SAN ANTONIO STATE: TX ZIP: 78216 FORMER COMPANY: FORMER CONFORMED NAME: ARGYLE TELEVISION INC DATE OF NAME CHANGE: 19951006 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HEARST BROADCASTING INC CENTRAL INDEX KEY: 0001052746 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 959 EIGHTH AVE CITY: NEW YORK STATE: NY ZIP: 10019 MAIL ADDRESS: STREET 1: 959 8TH AVE CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 SCHEDULE 13D, AMENDMENT NO. 5 Page 1 of 5 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- SCHEDULE 13D (RULE 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) (AMENDMENT NO. 5)* --------------------- HEARST-ARGYLE TELEVISION, INC. (Name of Issuer) SERIES A COMMON STOCK (Title of Class of Securities) 422317 10 7 (CUSIP Number) --------------------- JODIE W. KING, ESQ. THE HEARST CORPORATION 959 EIGHTH AVENUE NEW YORK, NEW YORK 10019 (212) 649-2025 --------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) --------------------- COPY TO: Steven A. Hobbs, Esq. Rogers & Wells 200 Park Avenue New York, New York 10166 (212) 878-8000 --------------------- MARCH 27, 1998 (Date of Event which Requires Filing of this Statement) - ------------------------------------------------------------------------------- If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. - ------------------------------------------------------------------------------- (Continued on following pages) Page 2 of 5 CUSIP No. 422317 10 7 13D 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON HEARST BROADCASTING, INC. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE 7. SOLE VOTING POWER NUMBER OF 8. SHARED VOTING POWER SHARES 42,032,675 BENEFICIALLY OWNED BY 9. SOLE DISPOSITIVE POWER EACH REPORTING 10. SHARED DISPOSITIVE POWER PERSON WITH 42,032,675 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 42,032,675 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 78.1% 14. TYPE OF REPORTING PERSON CO Page 3 of 5 CUSIP No. 422317 10 7 13D 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON THE HEARST CORPORATION 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE 7. SOLE VOTING POWER NUMBER OF 8. SHARED VOTING POWER SHARES 42,032,675 BENEFICIALLY OWNED BY 9. SOLE DISPOSITIVE POWER EACH REPORTING 10. SHARED DISPOSITIVE POWER PERSON WITH 42,032,675 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 42,032,675 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 78.1% 14. TYPE OF REPORTING PERSON CO Page 4 of 5 CUSIP No. 422317 10 7 13D 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON THE HEARST FAMILY TRUST 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE 7. SOLE VOTING POWER NUMBER OF 8. SHARED VOTING POWER SHARES 42,032,675 BENEFICIALLY OWNED BY 9. SOLE DISPOSITIVE POWER EACH REPORTING 10. SHARED DISPOSITIVE POWER PERSON WITH 42,032,675 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 42,032,675 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 78.1% 14. TYPE OF REPORTING PERSON CO Page 5 of 5 SCHEDULE 13D This Amendment No. 5, which relates to shares of Series A Common Stock, $0.01 par value per share ("Series A Common Stock") of Hearst-Argyle Television, Inc., a Delaware corporation (the "Issuer"), and is being filed jointly by The Hearst Corporation, a Delaware corporation ("Hearst"), Hearst Broadcasting, Inc., a Delaware corporation ("Hearst Broadcasting") and wholly- owned subsidiary of Hearst, and The Hearst Family Trust, a testamentary trust (the "Trust," and together with Hearst and Hearst Broadcasting, the "Reporting Persons"), supplements and amends the statement on Schedule 13D originally filed with the Commission on April 4, 1997 (as amended, the "Statement"). ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The aggregate amount of funds used by Hearst Broadcasting to acquire the shares reported in Item 5(c) was $26,383,218.63. Hearst Broadcasting used its working capital to make such purchases. ITEM 4. PURPOSE OF THE TRANSACTION. Hearst Broadcasting purchased the additional Securities reported in Item 5(c) of this Statement in order to increase its equity interest in the Company. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) and (b) As of March 31, 1998, the Reporting Persons own 734,027 shares of Series A Common Stock of the Issuer and 41,298,648 shares of Series B Common Stock of the Issuer. Each share of Series B Common Stock of the Issuer is immediately convertible into one share of Series A Common Stock of the Issuer. Therefore, the 41,298,648 shares of Series B Common Stock owned by Hearst Broadcasting represent, if converted, 41,298,648 shares of Series A Common Stock of the Issuer. Under the definition of "beneficial ownership" as set forth in Rule 13d-3 of the Exchange Act, Hearst Broadcasting, Hearst and the Trust are deemed to have beneficial ownership of each of the 42,032,675 converted shares (the "Securities"). The Trust, as the owner of all of Hearst's issued and outstanding common stock, may be deemed to have the power to direct the voting of and disposition of the Securities. Hearst, as the owner of all of Hearst Broadcasting's issued and outstanding common stock, may be deemed to have the power to direct the voting of and disposition of the Securities. As a result, Hearst Broadcasting, Hearst and the Trust may be deemed to share the power to direct the voting of and the disposition of the Securities. The Securities constitute approximately 78.1% of the shares of Series A Common Stock outstanding of the Issuer, based on the number of outstanding shares reported in the Company's Proxy Statement dated March 25, 1998. (c) On March 27, 1998, Hearst Broadcasting purchased 400,000 shares of Series A Common Stock of the Issuer for $36.00 per share and 334,027 shares of Series A Common Stock of the Issuer for $35.875 per share for an aggregate purchase price of $26,383,218.63. Each purchase was made pursuant to a privately negotiated transaction. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: March 31, 1998 HEARST BROADCASTING, INC. By: /S/ VICTOR F. GANZI _______________________________ Name: Victor F. Ganzi Title: Vice President SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: March 31, 1998 THE HEARST CORPORATION By: /S/ JAMES M. ASHER _______________________________ Name: James M. Asher Title: Vice President SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: March 31, 1998 THE HEARST FAMILY TRUST By: /S/ VICTOR F. GANZI _______________________________ Name: Victor F. Ganzi Title: Trustee -----END PRIVACY-ENHANCED MESSAGE-----