SC 13D/A 1 hearst13da.htm LOCAL.COM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

_____________

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 4)

 

Local.com Corporation

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

53954R 10 5

(CUSIP Number)

Eve B. Burton

The Hearst Corporation

300 West 57th Street

New York, New York 10106

(212) 649-2045

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

Copy to:

 

G. David Brinton, Esq.

Clifford Chance US LLP

31 West 52nd Street

New York, New York 10019

(212) 878-8000

 

July 24, 2007

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 24 Pages)

 

 



 

 

 

CUSIP No. 53954R 10 5

13D

Page   2   of   24   Pages

1.

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

HEARST COMMUNICATIONS, INC.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)o

(b)o

3.

SEC USE ONLY

 

 

4.

SOURCES OF FUNDS

NOT APPLICABLE (DISPOSITION OF SHARES)

 

5.

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

o

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

 

7.

SOLE VOTING POWER

0

 

8.

SHARED VOTING POWER

1,496,117 (1)

 

9.

SOLE DISPOSITIVE POWER

0

 

10.

SHARED DISPOSITIVE POWER

1,496,117 (1)

 

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,496,117 (1)

 

12.

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

o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12% (1) (2)

 

14.

TYPE OF REPORTING PERSON

CO

 

(1) See Items 5(a) and (b).

(2) Calculation is based on a total number of outstanding shares (11,294,623) as of July 17, 2007 based on information provided in Local.com Corporation’s Form 10-Q filed on May 10, 2007, its Form 8-K filed on July 13, 2007 and its Form 8-K filed on July 20, 2007 plus (i) 597,015 shares of Common Stock issuable to Hearst Communications, Inc. upon exercise of the Series A Warrant (as defined herein) and (ii) 597,015 shares of Common Stock issuable to Hearst Communications, Inc. upon exercise of the Series B Warrant (as defined herein).

 

 



 

 

 

CUSIP No. 53954R 10 5

13D

Page   3   of   24   Pages

1.

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

HEARST MAGAZINES PROPERTY, INC.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)o

(b)o

3.

SEC USE ONLY

 

 

4.

SOURCES OF FUNDS

NOT APPLICABLE (DISPOSITION OF SHARES)

 

5.

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

o

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

NEVADA

 

 

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7.

SOLE VOTING POWER

 

0

8.

SHARED VOTING POWER

1,496,117 (1)

 

9.

SOLE DISPOSITIVE POWER

0

 

10.

SHARED DISPOSITIVE POWER

1,496,117 (1)

 

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,496,117 (1)

 

12.

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

o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12% (1) (2)

 

14.

TYPE OF REPORTING PERSON

CO

 

 



 

 

 

CUSIP No. 53954R 10 5

13D

Page   4   of   24   Pages

1.

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

COMMUNICATIONS DATA SERVICES, INC.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)o

(b)o

3.

SEC USE ONLY

 

 

4.

SOURCES OF FUNDS

NOT APPLICABLE (DISPOSITION OF SHARES)

 

5.

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

o

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

IOWA

 

 

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7.

SOLE VOTING POWER

0

 

8.

SHARED VOTING POWER

1,496,117 (1)

 

9.

SOLE DISPOSITIVE POWER

0

 

10.

SHARED DISPOSITIVE POWER

1,496,117 (1)

 

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,496,117 (1)

 

12.

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

o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12% (1) (2)

 

14.

TYPE OF REPORTING PERSON

CO

 

 

 



 

 

CUSIP No. 53954R 10 5

13D

Page   5   of   24   Pages

1.

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

HEARST HOLDINGS, INC.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)o

(b)o

3.

SEC USE ONLY

 

 

4.

SOURCES OF FUNDS

NOT APPLICABLE (DISPOSITION OF SHARES)

 

5.

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

o

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE

 

 

 

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7.

SOLE VOTING POWER

 

 

8.

SHARED VOTING POWER

1,496,117 (1)

 

9.

SOLE DISPOSITIVE POWER

0

 

10.

SHARED DISPOSITIVE POWER

1,496,117 (1)

 

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,496,117 (1)

 

12.

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

o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12% (1) (2)

 

14.

TYPE OF REPORTING PERSON

CO

 

 



 

 

 

CUSIP No. 53954R 10 5

13D

Page   6   of   24   Pages

1.

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

THE HEARST CORPORATION

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)o

(b)o

3.

SEC USE ONLY

 

 

4.

SOURCES OF FUNDS

NOT APPLICABLE (DISPOSITION OF SHARES)

 

5.

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

o

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE

 

 

 

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7.

SOLE VOTING POWER

 

 

8.

SHARED VOTING POWER

1,496,117 (1)

 

9.

SOLE DISPOSITIVE POWER

0

 

10.

SHARED DISPOSITIVE POWER

1,496,117 (1)

 

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,496,117 (1)

 

12.

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

o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12% (1) (2)

 

14.

TYPE OF REPORTING PERSON

CO

 

 



 

 

 

CUSIP No. 53954R 10 5

13D

Page   7   of   24   Pages

1.

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

THE HEARST FAMILY TRUST

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)o

(b)o

3.

SEC USE ONLY

 

 

4.

SOURCES OF FUNDS

NOT APPLICABLE (DISPOSITION OF SHARES)

 

5.

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

o

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CALIFORNIA

 

 

 

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7.

SOLE VOTING POWER

0

 

8.

SHARED VOTING POWER

1,496,117 (1)

 

9.

SOLE DISPOSITIVE POWER

0

 

10.

SHARED DISPOSITIVE POWER

1,496,117 (1)

 

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,496,117 (1)

 

12.

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

o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12% (1) (2)

 

14.

TYPE OF REPORTING PERSON

OO (testamentary trust)

 

 

 



 

 

SCHEDULE 13D

Item 1.

Security and Issuer

This Amendment No. 4 supplements and amends the Statement on Schedule 13D originally filed with the Securities and Exchange Commission on March 2, 2007, the Amendment No. 1 to the Statement on Schedule 13D filed on April 6, 2007, the Amendment No. 2 to the Statement on Schedule 13D filed on July 3, 2007 and the Amendment No. 3 to the Statement on Schedule 13D filed on July 18, 2007 (collectively, the "Statement") and relates to (i) the common stock, par value $0.00001, (the "Common Stock") of Local.com Corporation, a Delaware corporation (the "Issuer"), that is held by Hearst Communications, Inc., a Delaware corporation ("Hearst Communications") pursuant to the conversion of the $6.0 million senior secured convertible note (the "Note"), bearing interest at 9% per annum for a term of two years, which was initially convertible into 1,492,537 shares of Common Stock at a conversion price of $4.02 per share, (ii) a warrant to purchase an aggregate of 597,015 shares of Common Stock at an exercise price (subject to adjustment) of $4.82 per share (the "Series A Warrant") and (iii) a warrant to purchase an aggregate of 597,015 shares of Common Stock at an exercise price (subject to adjustment) of $5.63 per share (the "Series B Warrant" and together with the Series A Warrant, the "Warrants"), issued to Hearst Communications pursuant to the Purchase Agreement (the "Purchase Agreement"), dated as of February 22, 2007, among the Issuer, Hearst Communications, SRB Greenway Capital, L.P., SRB Greenway Capital (QP), L.P. and SRB Greenway Offshore Operating Fund, L.P., as amended by the parties thereto by that certain Amendment No. 1 to Purchase Agreement, dated as of March 29, 2007 (the "Amendment"). The Issuer's principal executive offices are located at One Technology Drive, Building G, Irvine, California 92618.

Item 2.

Identity and Background

(a) – (c)     This Amendment No. 4 is being filed jointly by Hearst Communications, Hearst Magazines Property, Inc., a Nevada corporation ("Hearst Magazines"), Communications Data Services, Inc., an Iowa corporation ("CDS"), Hearst Holdings, Inc., a Delaware corporation ("Hearst Holdings"), The Hearst Corporation, a Delaware corporation ("Hearst"), and The Hearst Family Trust, a testamentary trust (the "Trust" and together with Hearst Communications, Hearst Magazines, CDS, Hearst Holdings and Hearst, the "Reporting Persons").

Hearst, together with its various subsidiaries, is one of the world's largest diversified communications companies, with interests in newspaper, magazine, television and radio broadcasting, cable network programming, newspaper features distribution, television production and distribution, and new media activities. All of Hearst's issued and outstanding common stock is owned by the Trust. The location of Hearst's principal offices is 300 West 57th Street, New York, New York 10106. The location of the Office of the Trust is 888 Seventh Avenue, New York, New York 10106.

Hearst Holdings is a Delaware corporation and a wholly-owned subsidiary of Hearst. The principal executive offices of Hearst Holdings are located at 300 West 57th Street, New York, New York 10106.

CDS is an Iowa corporation and a wholly owned subsidiary of Hearst Holdings. The principal executive offices of CDS are located at 1901 Bell Avenue, Des Moines, Iowa 50315.

Hearst Magazines is a Nevada corporation and a wholly-owned subsidiary of CDS. The principal executive offices of Hearst Magazines are located at 2 Sound View Drive, Greenwich, Connecticut 06830.

 

8

 



 

 

Hearst Communications is a Delaware corporation and a subsidiary of Hearst Magazines and Hearst Holdings. The principal executive offices of Hearst Communications are located at 300 West 57th Street, New York, NY 10106.

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

(d) – (e)       During the last five years, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the persons listed on Schedule I hereto: (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 further violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)           Schedule I hereto sets forth the citizenship of each of the directors and executive officers of Hearst, Hearst Holdings, CDS, Hearst Magazines, Hearst Communications and the trustees of the Trust.

Item 5.

Interests in Securities of the Issuer.

Item 5 of the Statement is hereby amended and restated as follows:

(a) - (b)    On July 17, 2007, Hearst Communications sold 87,500 shares of Common Stock through a series of open-market transactions. On July 24, 2007, Hearst Communications sold 76,846 shares of Common Stock through a series of open-market transactions. On July 25, 2007, Hearst Communications sold 29,835 shares of Common Stock through a series of open-market transactions. After giving effect to these transactions, pursuant to Rule 13d-3(d)(1), Hearst Communications beneficially owns an aggregate of 1,496,117 shares of Common Stock by virtue of its ownership of (i) 302,087 shares of Common Stock, which is the remaining balance of Common Stock that was issued upon full conversion of the Note, (ii) the Series A Warrant and (iii) the Series B Warrant.

Hearst Communications is the direct owner of 302,087 shares of Common Stock, the Series A Warrant and the Series B Warrant described herein and the Common Stock underlying the Series A and Series B Warrant (collectively, the "Securities"). Pursuant to the definition of "beneficial owner" set forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, each of Hearst Magazines, CDS, Hearst Holdings, Hearst and the Trust may be deemed to beneficially own the Securities. Hearst Magazines has the power to direct the disposition and voting of the Securities as the controlling shareholder of Hearst Communications. CDS has the power to direct the disposition and voting of the Securities as the sole shareholder of Hearst Magazines. Hearst Holdings has the power to direct the disposition and voting of the Securities as the sole shareholder of CDS. The Trust and Hearst have the power to direct the disposition and voting of the Securities as the direct or indirect sole shareholders of Hearst and Hearst Holdings, respectively. Accordingly, Hearst Communications shares the power to direct the disposition and voting of the Securities beneficially owned by it, and Hearst Magazines, CDS, Hearst Holdings, Hearst and the Trust share the power to direct the disposition and voting of the Securities beneficially owned by Hearst Communications.

For purposes of this Statement, as of July 25, 2007: (i) Hearst Communications has the power to direct the disposition and voting of a total of 1,496,117 shares of Common Stock and (ii) Hearst Magazines, CDS, Hearst Holdings, Hearst and the Trust are reporting that they share the power to direct

 

9

 



 

the disposition and voting of 1,496,117 shares of Common Stock, representing approximately 12% of the shares of Common Stock outstanding assuming the Series A Warrant and Series B Warrant are exercised.

(c)           On July 31, 2007, Hearst Communications executed a consent in favor of the Issuer to waive the provisions of Section 7.9 of the Purchase Agreement to the extent that such section would prohibit the Issuer from engaging in any equity transactions during the 90 day period provided for in Section 7.9 of the Purchase Agreement (the "Consent"). In consideration of Hearst Communications executing the Consent, the Issuer agreed to decrease (i) the exercise price per share (subject to adjustment) of the Series A Warrant from $4.82 to $4.32 and (ii) the exercise price per share (subject to adjustment) of the Series B Warrant from $5.63 to $5.13.

In addition, since July 17, 2007 through the close of business on July 25, 2007, Hearst Communications has made the following sales of Common Stock pursuant to open-market transactions:

 

Date

# of Shares

Price Per Share ($)

Aggregate Price ($)

7/17/2007

11069

$9.03

$99,953.07

 

7/17/2007

9831

$9.04

$88,872.24

 

7/17/2007

6500

$9.05

$58,825.00

 

7/17/2007

60100

$9.06

$544,506.00

 

7/24/2007

34800

$8.00

$278,400.00

 

7/24/2007

2300

$8.01

$18,423.00

 

7/24/2007

500

$8.02

$4,010.00

 

7/24/2007

600

$8.025

$4,815.00

 

7/24/2007

3300

$8.04

$26,532.00

 

7/24/2007

7200

$8.05

$57,960.00

 

7/24/2007

1100

$8.06

$8,866.00

 

7/24/2007

3000

$8.065

$24,195.00

 

7/24/2007

2400

$8.07

$19,368.00

 

7/24/2007

700

$8.08

$5,656.00

 

7/24/2007

100

$8.09

$809.00

 

7/24/2007

9700

$8.10

$78,570.00

 

7/24/2007

1300

$8.11

$10,543.00

 

7/24/2007

3100

$8.20

$25,420.00

 

7/24/2007

3500

$8.25

$28,875.00

 

 

 

10

 



 

 

 

7/24/2007

2700

$8.26

$22,302.00

7/24/2007

500

$8.27

$4,135.00

7/24/2007

46

$8.28

$380.88

7/25/2007

13635

$8.00

$109,080.00

7/25/2007

1600

$8.03

$12,848.00

7/25/2007

1700

$8.04

$13,668.00

7/25/2007

900

$8.05

$7,245.00

7/25/2007

8000

$8.06

$64,480.00

7/25/2007

300

$8.07

$2,421.00

7/25/2007

3400

$8.09

$27,506.00

7/25/2007

300

$8.10

$2,430.00

 

(d)           To the best knowledge of the Reporting Persons, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock and the Warrants beneficially owned by Hearst Communications.

 

(e)

Not applicable.

 

 

11

 



 

 

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:

August 1, 2007

 

 

 

HEARST COMMUNICATIONS, INC.

 

 

 

 

By: /s/ James M. Asher                            

 

Name: James M. Asher

 

 

Title:

Senior Vice President

 

 

 



 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Dated:

August 1, 2007

 

 

 

HEARST MAGAZINES PROPERTY, INC.

 

 

 

 

By: /s/ James M. Asher                            

 

Name: James M. Asher

 

 

Title:

Vice President

 

 

 



 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Dated:

August 1, 2007

 

 

 

COMMUNICATIONS DATA SERVICES, INC.

 

 

 

 

By: /s/ James M. Asher                            

 

Name: James M. Asher

 

 

Title:

Vice President

 

 

 



 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Dated:

August 1, 2007

 

 

HEARST HOLDINGS, INC.

 

 

 

 

By: /s/ James M. Asher                            

 

Name: James M. Asher

 

 

Title:

Senior Vice President

 

 

 



 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Dated:

August 1, 2007

 

 

 

THE HEARST CORPORATION

 

 

 

 

By: /s/ James M. Asher                            

 

Name: James M. Asher

 

 

Title:

Senior Vice President

 

 

 



 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Dated:

August 1, 2007

 

 

 

THE HEARST FAMILY TRUST

 

 

 

 

By: /s/ Frank A. Bennack, Jr.                    

 

Name: Frank A. Bennack, Jr.

 

 

Title:

Trustee

 

 

 

 



 

 

SCHEDULE I

Set forth below is the name and the present principal occupation or employment of each director and executive officer of Hearst Communications, Hearst Magazines, CDS, Hearst Holdings and Hearst. Trustees of the Trust are identified by an asterisk. Unless otherwise indicated, each person identified below is employed by Hearst Communications, an indirect, wholly-owned subsidiary of Hearst, and may perform services for Hearst or one of its other wholly-owned subsidiaries. The principal business address of Hearst, Hearst Communications and Hearst Holdings, and unless otherwise indicated, each person identified below, is 300 West 57th Street, New York, New York 10106. The address of the Office of the Trust is 888 Seventh Avenue, New York, New York 10106. The principal executive offices of CDS are located at 1901 Bell Avenue, Des Moines, Iowa 50315. The principal executive offices of Hearst Magazines are located at 2 Sound View Drive, Greenwich, Connecticut 06830. Unless otherwise indicated, all persons identified below are United States citizens.

 

NAME

PRESENT OFFICE/PRINCIPAL

OCCUPATION OR EMPLOYMENT

 

 

Hearst Communications

 

 

 

George R. Hearst, Jr.*

 

Chairman of the Board, Director

 

Frank A. Bennack, Jr.* (1)

Vice Chairman of the Board, Chairman of Executive Committee, Director

 

 

Victor F. Ganzi*

President, Chief Executive Officer, Director

 

 

James M. Asher

Senior Vice President, Chief Legal and Development Officer, Director

 

 

Anissa B. Balson*

Director

 

 

David J. Barrett

Director; President and Chief Executive Officer: Hearst-Argyle Television, Inc.

 

 

Cathleen P. Black

Senior Vice President, Director; President: Hearst Magazines Division

 

 

Catherine A. Bostron

Secretary

 

 

Eve B. Burton

Vice President, General Counsel

 

 

John G. Conomikes* (1)

Director

 

 

Richard E. Deems* (1)

Director

 

 

Steven DeLorenzo

Vice President

 

 

Ronald J. Doerfler

Senior Vice President, Chief Financial Officer, Treasurer, Director

 

 

 

 

18

 



 

 

 

Alfredo Gatto

Vice President; Vice President and General Manager, Hearst Service Center Division

 

 

George J. Green

Vice President; President: Hearst Magazines International Division

 

 

Mark Hasson

Vice President-Finance

 

 

Austin Hearst

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

 

 

John R. Hearst, Jr.*

Director

 

 

Stephen T. Hearst (2)

Director; Vice President: San Francisco Realties HCI Division, Hearst Communications Inc.; Vice President: San Francisco Realties Division, The Hearst Corporation; Vice President, San Simeon Ranch Division, Hearst Holdings, Inc.

 

 

William R. Hearst, III* (3)

Director; Partner: Kleiner, Perkins, Caufield & Byers

 

 

George B. Irish

Senior Vice President, Director; President: Hearst Newspapers Division

 

 

Harvey L. Lipton* (1)

Director

 

 

Richard P. Malloch

Vice President; President: Hearst Business Media Group Administrative Division

 

 

Gilbert C. Maurer* (1)

Director

 

 

Mark F. Miller* (1)

Director

 

 

Bruce L. Paisner

Vice President; Executive Vice President: Hearst Entertainment and Syndication Group Administrative Division

 

 

Dionysios Psyhogios

Vice President-Taxes

 

 

Virginia Hearst Randt*

Director

 

 

Debra Shriver

Vice President

 

 


Hearst Magazines

 

 

 

George J. Green

President, Treasurer, Director; President: Hearst Magazines International Division, Hearst Communications, Inc.

 

 

 

 

19

 



 

 

 

James M. Asher

Vice President

 

 

Catherine A. Bostron

Secretary

 

 

Ronald J. Doerfler

Vice President

 

 

John A. Rohan, Jr.

Vice President, Director; Vice President, Hearst Magazines Division, Hearst Communications, Inc.

 

 

 

 

CDS

 

 

 

Malcolm Netburn (4)

Chairman, Director

 

 

Kenneth J. Barloon (4)

Senior Vice President, Chief Financial Officer

 

 

Timothy A. Plimmer (4)

Senior Vice President

 

 

James M. Asher

Vice President

 

 

Cathleen P. Black

Director; President: Hearst Magazines Division, Hearst Communications, Inc.

 

 

Catherine A. Bostron

Secretary

 

 

Timothy M. Day (4)

Vice President

 

 

Ronald J. Doerfler

Vice President

 

 

Nancy A. Gessmann (4)

Vice President

 

 

John P. Loughlin

Vice President, Director; Executive Vice President and General Manager, Hearst Magazines Division, Hearst Communications, Inc.

 

 

Dennis Luther (4)

Vice President – Director of Marketing

 

 

Paul McCarthy (4)

Vice President – Director of Information Services

 

 

Lynn Reinicke (4)

Vice President – Director of Business Development

 

 

John A. Rohan, Jr.

Treasurer, Director; Vice President, Hearst Magazines Division, Hearst Communications, Inc.

 

 

20

 



 

 

 

Hearst Holdings

 

 

 

George R. Hearst, Jr.*

 

Chairman of the Board, Director

Frank A. Bennack, Jr.* (1)

Vice Chairman of the Board, Chairman of Executive Committee, Director

 

 

Victor F. Ganzi*

President, Chief Executive Officer, Director

 

 

James M. Asher

Senior Vice President, Chief Legal and Development Officer, Director

 

 

Anissa B. Balson*

Director

 

 

David J. Barrett

Director; President and Chief Executive Officer: Hearst-Argyle Television, Inc.

 

 

Cathleen P. Black

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

 

 

Catherine A. Bostron

Secretary

 

 

Eve B. Burton

Vice President, General Counsel

 

 

John G. Conomikes* (1)

Director

 

 

Richard E. Deems* (1)

Director

 

 

Steven DeLorenzo

Vice President

 

 

Ronald J. Doerfler

Senior Vice President, Chief Financial Officer, Treasurer, Director

 

 

Alfredo Gatto

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

 

 

George J. Green

Vice President; President: Hearst Magazines International Division, Hearst Communications, Inc.

 

 

Mark Hasson

Vice President-Finance

 

 

Austin Hearst

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

 

 

John R. Hearst, Jr.*

Director

 

 

Stephen T. Hearst (2)

Director; Vice President: San Francisco Realties HCI Division, Hearst Communications Inc.; Vice President: San Francisco Realties Division, The Hearst Corporation; Vice President, San Simeon Ranch Division, Hearst Holdings, Inc.

 

 

21

 



 

 

 

 

 

William R. Hearst, III* (3)

Director; Partner: Kleiner, Perkins, Caufield & Byers

 

 

George B. Irish

Senior Vice President, Director; President: Hearst Newspapers Division, Hearst Communications, Inc.

 

 

Harvey L. Lipton* (1)

Director

 

 

Richard P. Malloch

Vice President; President: Hearst Business Media Group Administrative Division, Hearst Communications, Inc.

 

 

Gilbert C. Maurer* (1)

Director

 

 

Mark F. Miller* (1)

Director

 

 

Bruce L. Paisner

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

 

 

Dionysios Psyhogios

Vice President-Taxes

 

 

Virginia Hearst Randt*

Director

 

 

Debra Shriver

Vice President

 

 

 

 

Hearst

 

 

 

George R. Hearst, Jr.*

 

Chairman of the Board, Director

 

Frank A. Bennack, Jr.* (1)

Vice Chairman of the Board, Chairman of Executive Committee, Director

 

 

Victor F. Ganzi*

President, Chief Executive Officer, Director

 

 

James M. Asher

Senior Vice President, Chief Legal and Development Officer, Director

 

 

Anissa B. Balson*

Director

 

 

David J. Barrett

Director; President and Chief Executive Officer: Hearst-Argyle Television, Inc.

 

 

Cathleen P. Black

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

 

 

Catherine A. Bostron

Secretary

 

 

Eve B. Burton

Vice President, General Counsel

 

 

22

 



 

 

 

 

 

John G. Conomikes* (1)

Director

 

 

Richard E. Deems* (1)

Director

 

 

Steven DeLorenzo

Vice President

 

 

Ronald J. Doerfler

Senior Vice President, Chief Financial Officer, Treasurer, Director

 

 

Alfredo Gatto

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

 

 

George J. Green

Vice President; President: Hearst Magazines International Division, Hearst Communications, Inc.

 

 

Mark Hasson

Vice President-Finance

 

 

Austin Hearst

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

 

 

John R. Hearst, Jr.*

Director

 

 

Stephen T. Hearst (2)

Director; Vice President: San Francisco Realties HCI Division, Hearst Communications Inc.; Vice President: San Francisco Realties Division, The Hearst Corporation; Vice President, San Simeon Ranch Division, Hearst Holdings, Inc.

 

 

William R. Hearst, III* (3)

Director; Partner: Kleiner, Perkins, Caufield & Byers

 

 

George B. Irish

Senior Vice President, Director; President: Hearst Newspapers Division, Hearst Communications, Inc.

 

 

Harvey L. Lipton* (1)

Director

 

 

Richard P. Malloch

Vice President; President: Hearst Business Media Group Administrative Division, Hearst Communications, Inc.

 

 

Gilbert C. Maurer* (1)

Director

 

 

Mark F. Miller* (1)

Director

 

 

Bruce L. Paisner

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

 

 

 

 

23

 



 

 

 

Dionysios Psyhogios

Vice President-Taxes

 

 

Virginia Hearst Randt*

Director

 

 

Debra Shriver

Vice President

 

 

 

 

__________________________________

 

(1)

Self-employed, non-employed or retired.

 

(2)

5 Third Street

 

 

Suite 200

 

 

San Francisco, CA 94103

 

(3)

765 Market Street, #34D

 

 

San Francisco, CA 94103

 

(4)

Employed by CDS.

 

 

1901 Bell Avenue

 

 

Des Moines, IA 50315

 

 

 

 

24