<PAGE>
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
Argyle Television, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Series A Common Stock, $.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
03991 410 6
- --------------------------------------------------------------------------------
(CUSIP Number)
Dean H. Blythe
200 Concord Plaza, Suite 700
San Antonio, Texas 78216
(210) 828-1700
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 26, 1997
- --------------------------------------------------------------------------------
(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(b)(3) or (4), check the following box: [ ]
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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 (the "ACT") 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).
(Continued on the following page(s))
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 03991 410 6 13D PAGE 2
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bob Marbut
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
(See Item 4 under the caption Voting Agreements.)
-----------------
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00 (See Item 3)
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
5 [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
7,547,750 (See Item 5)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
7,547,750 (See Item 5)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
7,547,750 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
65.8%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 30 pages
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 03991 410 6 13D PAGE 3
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Argyle Communications, Inc.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
(See Item 4 under the caption Voting Agreements.)
-----------------
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00 (See Item 3)
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
5 [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Texas
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
7,336,000 (See Item 5)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
7,336,000 (See Item 5)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
7,336,000 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
64.7%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 30 pages
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 03991 410 6 13D PAGE 4
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
15 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Argyle Television Partners, L.P.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
16 (a) [X]
(b) [_]
(See Item 4 under the caption Voting Agreements.)
-----------------
- ------------------------------------------------------------------------------
SEC USE ONLY
17
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
18
00 (See Item 3)
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
19 [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
20
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
21
NUMBER OF
7,336,000 (See Item 5)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 22
OWNED BY 0
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
23
REPORTING
7,336,000 (See Item 5)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 24
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25
7,336,000 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
26 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27
64.7%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
28
PN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 30 pages
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 03991 410 6 13D PAGE 5
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ATI General Partner, L.P.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
(See Item 4 under the caption Voting Agreements.)
-----------------
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00 (See Item 3)
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
5 [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
6,600,000 (See Item 5)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
6,600,000 (See Item 5)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
6,600,000 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
58.4%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 30 pages
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 03991 410 6 13D PAGE 6
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Argyle Television Investors, L.P.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
(See Item 4 under the caption Voting Agreements.)
-----------------
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00 (See Item 3)
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
5 [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
4,853,718 (See Item 5)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
4,853,718 (See Item 5)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
4,853,718 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
42.9%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 6 of 30 pages
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 03991 410 6 13D PAGE 7
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Argyle Television Investors (Foreign), L.P.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
(See Item 4 under the caption Voting Agreements.)
-----------------
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00 (See Item 3)
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
5 [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
1,746,282 (See Item 5)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
1,746,282 (See Item 5)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,746,282 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
15.4%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 7 of 30 pages
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 03991 410 6 13D PAGE 8
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Television Investment Partners, L.P.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
(See Item 4 under the caption Voting Agreements.)
-----------------
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00 (See Item 3)
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
5 [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
700,000 (See Item 5)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
700,000 (See Item 5)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
700,000 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
6.2%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 8 of 30 pages
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 03991 410 6 13D PAGE 9
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Blake Byrne
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
(See Item 4 under the caption Voting Agreements.)
-----------------
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00 (See Item 3)
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
5 [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
879,164 (See Item 5)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
879,164 (See Item 5)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
879,164 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.9%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 9 of 30 pages
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 03991 410 6 13D PAGE 10
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
15 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robin (a/k/a/ Robert) Hernreich
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
16 (a) [X]
(b) [_]
(See Item 4 under the caption Voting Agreements.)
-----------------
- ------------------------------------------------------------------------------
SEC USE ONLY
17
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
18
00 (See Item 3)
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
19 [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
20
United States of America
- ------------------------------------------------------------------------------
SOLE VOTING POWER
21
NUMBER OF
185,172 (See Item 5)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 22
OWNED BY 0
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
23
REPORTING
185,172 (See Item 5)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 24
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25
185,172 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
26 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27
1.6%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
28
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 10 of 30 pages
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 03991 410 6 13D PAGE 11
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Argyle Foundation
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
(See Item 4 under the caption Voting Agreements.)
-----------------
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00 (See Item 3)
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
5 [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Texas
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
99,000 (See Item 5)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
99,000 (See Item 5)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
99,000 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
Less than 1%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
OO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 11 of 30 pages
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 03991 410 6 13D PAGE 12
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Skylark Foundation
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
(See Item 4 under the caption Voting Agreements.)
-----------------
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00 (See Item 3)
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
5 [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
California
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
65,000 (See Item 5)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
65,000 (See Item 5)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
65,000 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
Less than 1%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
OO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 12 of 30 pages
<PAGE>
Item 1. Security and Issuer.
-------------------
This statement relates to shares of Series A Common Stock, par value $.01
per share ("Series A Common Stock"), of Argyle Television, Inc., a Delaware
corporation (the "Company"). The principal executive offices of the Company are
located at 200 Concord Plaza, Suite 700, San Antonio, Texas 78216, and its
telephone number at such address is (210) 828-1700.
Item 2. Identity and Background.
-----------------------
(a)-(c), (f) This statement is filed by Bob Marbut ("Marbut"), Argyle
Communications, Inc. ("ACI"), Argyle Television Partners, L.P. ("ATP"), ATI
General Partner, L.P. ("ATIGP"), Argyle Television Investors, L.P. ("ATI"),
Argyle Television Investors (Foreign), L.P. ("ATI (Foreign)"), Television
Investment Partners, L.P. ("TIP"), Blake Byrne ("Byrne"), Robin (a/k/a Robert)
Hernreich ("Hernreich"), Argyle Foundation and Skylark Foundation (each, a
"Filing Person" and collectively, the "Filing Persons").
Marbut owns 50.5% of the issued and outstanding common stock of ACI. ACI
is the general partner of ATP. ATP is (i) the general partner of ATIGP, which
in turn is the general partner of ATI and ATI (Foreign), and (ii) the general
partner of TIP. Marbut is a citizen of the United States of America.
ACI is a Texas corporation principally engaged in investments in
securities. Its principal place of business and principal office is located at
200 Concord Plaza, Suite 700, San Antonio, Texas 78216.
ATP is a Delaware limited partnership principally engaged in investments in
securities. Its principal place of business and principal office is located at
200 Concord Plaza, Suite 700, San Antonio, Texas 78216.
ATIGP is a Delaware limited partnership principally engaged in investments
in securities. Its principal place of business and principal office is located
at 200 Concord Plaza, Suite 700, San Antonio, Texas 78216.
ATI is a Delaware limited partnership principally engaged in investments in
securities. Its principal place of business and principal office is located at
200 Concord Plaza, Suite 700, San Antonio, Texas 78216.
ATI (Foreign) is a Delaware limited partnership principally engaged in
investments in securities. Its principal place of business and principal office
is located at 200 Concord Plaza, Suite 700, San Antonio, Texas 78216.
Page 13 of 30 pages
<PAGE>
TIP is a Delaware limited partnership principally engaged in investments in
securities. Its principal place of business and principal office is located at
200 Concord Plaza, Suite 700, San Antonio, Texas 78216.
Argyle Foundation is a charitable organization established by Marbut under
Section 501(c) of the Internal Revenue Code (the "Code"). Its and Marbut's
principal place of business and principal office is located at 200 Concord
Plaza, Suite 700, San Antonio, Texas 78216.
Byrne is a citizen of the United States of America. Skylark Foundation is
a charitable organization established by Byrne under Section 501(c) of the Code.
Its and Byrne's principal place of business and principal office is located at
9220 Sunset Boulevard, Suite 210, Los Angeles, California 90069.
Hernreich's address is Sigma Properties, 711-B Garrison Avenue, Fort Smith,
Arkansas 72901, and his principal occupation is investments. Hernreich is a
citizen of the United States of America.
The name; business address; present principal occupation or employment; and
the name, principal business and address of each corporation or other
organization in which such occupation or employment is conducted for each
executive officer or director, each controlling person, and each executive
officer or director of such controlling person of ACI, the Argyle Foundation and
the Skylark Foundation are set forth on Schedule I hereto, which Schedule I is
incorporated herein by reference.
(d)-(e) None of the Filing Persons nor, to the best knowledge of any of
the Filing Persons, any of the persons listed on Schedule I attached hereto, has
during the past five years, (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
that resulted in 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.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
See the discussion in Item 4 below regarding the conversion of the issued
and outstanding shares of the Company's common stock in the Merger. No
additional shares of the Company's common stock are being acquired by any Filing
Person as part of the Hearst Transaction. As a consequence, no funds are
required.
Page 14 of 30 pages
<PAGE>
Item 4. Purpose of Transaction.
----------------------
The Hearst Transaction
- ----------------------
Pursuant to an Amended and Restated Agreement and Plan of Merger, dated as
of March 26, 1997 (the "Merger Agreement"), among The Hearst Corporation, a
Delaware corporation ("Hearst"), HAT Merger Sub, Inc., a Delaware corporation
and a wholly-owned subsidiary of Hearst ("Merger Sub"), HAT Contribution Sub,
Inc., a Delaware corporation and a wholly-owned subsidiary of Hearst ("Cash
Sub"), and the Company, Merger Sub will merge with and into the Company (the
"Merger"), with the Company as the surviving corporation in the Merger to be
renamed "Hearst-Argyle Television, Inc." ("Hearst-Argyle"). The Merger
Agreement contemplates (i) the amendment of the Amended and Restated Certificate
of Incorporation of the Company (the "Restated Charter"); (ii) the issuance by
the Company of 38,611,000 shares of its Series B Common Stock, par value $.01
per share ("Hearst-Argyle Series B Common Stock"), to Hearst and one share of
Hearst-Argyle Series B Common Stock to Cash Sub, in exchange for Hearst's
contribution of certain assets and liabilities to the Company (the
"Contribution"); and, (iii) the Merger (collectively, the "Hearst Transaction").
Pursuant to the Merger Agreement, the Company's stockholders will be
entitled to make an election to receive, subject to the limitations and
allocation prorations set forth in the Merger Agreement, either (i) $26.50 in
cash, without interest; (ii) one share of Series A Common Stock, par value $.01
per share, of Hearst-Argyle (the "Hearst-Argyle Series A Common Stock"); or,
(iii) a combination of 0.5 share of Hearst-Argyle Series A Common Stock and
$13.25 in cash, without interest, for each outstanding share of Series A Common
Stock.
Voting Agreements
- -----------------
Simultaneously with the execution and delivery of the Merger Agreement,
Hearst entered into Voting Agreements with stockholders, including limited
partnerships and foundations through which certain officers and directors
indirectly own shares of Series A Common Stock and Series B Common Stock, par
value $.01 per share ("Series B Common Stock"), that own, in the aggregate, over
two-thirds of the Company's outstanding common stock. These stockholders (or
their successors) and their respective holdings of the Company subject to the
Voting Agreements are as follows: (i) ATI, together with ATI (Foreign)--
6,600,000 shares of Series A Common Stock; (ii) TIP--700,000 shares of Series A
Common Stock; (iii) ATP--36,000 shares of Series B Common Stock; (iv) Hernreich-
- -65,000 shares of Series A Common Stock; (v) Argyle Foundation--99,000 shares of
Series A Common Stock; and, (vi) Skylark Foundation--65,000 shares of Series A
Common Stock.
Hearst was unwilling to enter into the Merger Agreement unless each of ATI,
ATI (Foreign), TIP, ATP, Hernreich, Argyle Foundation and Skylark Foundation
entered into the Voting Agreements concurrently with the execution and delivery
of the Merger Agreement pursuant to which and subject to the terms thereof, (i)
each of ATI and TIP agreed to convert all
Page 15 of 30 pages
<PAGE>
of the shares of Series C Common Stock, par value $.01 per share, of the Company
("Series C Common Stock"), held by it into shares of Series A Common Stock into
which such shares of Series C Common Stock were convertible (which conversion
occurred on July 8 and July 11, 1997) and (ii) each of ATI, ATI (Foreign) (as
successor to ATI) and TIP agreed to vote such shares of Series A Common Stock
held by it, ATP agreed to vote all shares of Series B Common Stock held by it,
each of Argyle Foundation and Skylark Foundation agreed to vote all shares of
Series A Common Stock held by them, and Hernreich agreed to vote all shares of
Series A Common Stock subject to his Voting Agreement, in favor of the Restated
Charter and the Merger, and against any Acquisition Proposals, changes in the
majority of the Company's board of directors or certain capitalizations or other
competing transactions. In addition, each of ATI, ATI (Foreign), TIP, ATP,
Hernreich, Argyle Foundation and Skylark Foundation have agreed not to initiate,
solicit, encourage, accept or take any action knowingly to facilitate any
inquiries or the making of, or participate in any discussions or negotiations
regarding, any Acquisition Proposal. Except for ATI's transfer of shares to ATI
(Foreign) and, following approval of the Company's stockholders of the Merger
Agreement, certain specified permitted pledges or transfers, each such
stockholder has agreed not to pledge, transfer, grant any proxy or enter into
any voting arrangement with respect to their shares of the Company's common
stock. The Voting Agreements terminate upon termination of the Merger Agreement
or consummation of the Merger. The Board of Directors of the Company approved
the execution and delivery of these Voting Agreements.
Registration Rights Agreement
- -----------------------------
Upon consummation of the Hearst Transaction, Hearst-Argyle will enter into
a Registration Rights Agreement with certain holders of Hearst-Argyle Series A
Common Stock that are former partners of ATI. These partners (collectively, the
"ATI Holders") include Marbut and certain other persons. The Registration
Rights Agreement provides that such ATI Holders will have the right, subject to
certain limitations and conditions, to require Hearst-Argyle to register for
distribution through a firm commitment underwriting all or any portion of
Hearst-Argyle Series A Common Stock issued to them in the Merger. In addition,
the ATI Holders also will have piggyback registration rights with respect to any
proposed offering of Hearst-Argyle Series A Common Stock for cash through a firm
commitment underwriting sought by Hearst-Argyle.
Option Elections
- ----------------
To induce Hearst to enter into the Merger Agreement, Messrs. Marbut,
Byrne, Ibra Morales and Harry T. Hawks (the "Electing Optionholders") have
agreed not to elect to receive any options to purchase shares of Hearst-Argyle
Series A Common Stock on the same terms and conditions as then applicable to
their Argyle Options ("Rollover Options"). All other holders of options or
similar rights to purchase shares of Series A Common Stock that are outstanding
at the effective time of the Merger ("Argyle Options") are entitled to make an
election to receive Rollover Options. In return for their agreement not to
receive Rollover Options, the Electing
Page 16 of 30 pages
<PAGE>
Optionholders are entitled to make a supplemental election with respect to the
consideration to be received as a result of the cancellation of their Argyle
Options. The supplemental election by the Electing Optionholders could result
in the reallocation of the cash portion of any prorations between the
consideration to be received by these optionholders with respect to their Argyle
Options and the consideration to be received by these optionholders with respect
to their Series A Common Stock. This reallocation could result in more cash
being received for Series A Common Stock relating to Argyle Options and less
cash being received for directly held Series A Common Stock. The supplemental
election would not, however, result in the individual receiving any more or less
cash in the aggregate than if the supplemental election were not available.
Share Registration
- ------------------
In connection with the covenants regarding delivery of affiliate letters,
Hearst and the Company agree in the Merger Agreement to submit jointly to the
Securities and Exchange Commission ("SEC"), a request for a "no-action" letter
to the effect that certain provisions of the Securities Act of 1933, as amended,
will not apply immediately after the effective time of the Merger to those
persons who will receive shares of the Company's common stock pursuant to the
liquidation plans of the Partnerships (as hereinafter defined) who are not
otherwise affiliates of the Company at the time of the stockholders meeting. If
the SEC does not provide a favorable no-action letter, then Hearst-Argyle after
the effective time of the Merger will prepare and file a registration statement
covering the resale of shares received by such persons in the Merger.
Board of Directors
- ------------------
The bylaws of the Company in effect immediately prior to the effective time
of the Merger will be the bylaws of Hearst-Argyle. The bylaws of the Company
will be amended under the Merger Agreement to provide that the number of
directors of Hearst-Argyle will be 11 effective upon the Merger and thereafter
will be no less than seven and no more than 15. Pursuant to the Merger
Agreement, at the effective time of the Merger, the board of directors of
Hearst-Argyle will consist of 11 members, divided into two classes of directors
with staggered terms. The Class I directors will hold office until the 1998
annual meeting of stockholders, and the Class II directors will hold office
until the 1999 annual meeting of stockholders. Ms. Caroline Williams and Mr.
David Pulver, current outside directors of the Company, have been designated to
serve as the two directors of Hearst-Argyle elected by the holders of Hearst-
Argyle Series A Common Stock. Marbut, a current management director of the
Company, has been designated to serve as one of the nine directors that Hearst,
as the holder of Hearst-Argyle Series B Common Stock, will be entitled to
designate under the Restated Charter.
Authorized Capital Stock
- ------------------------
In connection with the Hearst Transaction, the Company's certificate of
incorporation will be amended and restated prior to the effective time of the
Merger, pursuant to which, among other things, (i) the Company's authorized
common stock will be increased from 50 million to
Page 17 of 30 pages
<PAGE>
200 million shares; (ii) the Company's existing Series B Common Stock and Series
C Common Stock will be reclassified as and changed into an equal number of
shares of Series A Common Stock; (iii) a Series B Common Stock will be
authorized and thereafter issued to Hearst in connection with the Contribution;
and, (iv) the Company's existing Series A Preferred Stock and Series B Preferred
Stock will receive voting rights. Upon consummation of the Merger, the Restated
Charter, as amended to reflect the name change to "Hearst-Argyle Television,
Inc.," will become the certificate of incorporation of Hearst-Argyle. Set forth
below is a description of the capital stock of Hearst-Argyle after the Merger
pursuant to the Hearst-Argyle certificate of incorporation.
Common Stock. Hearst-Argyle will have 200 million shares of authorized
common stock, par value $.01 per share ("Hearst-Argyle Common Stock"), with 100
million shares designated as Hearst-Argyle Series A Common Stock and 100 million
shares designated as Hearst-Argyle Series B Common Stock. Except as otherwise
described below, the issued and outstanding shares of Hearst-Argyle Series A
Common Stock and Hearst-Argyle Series B Common Stock will vote together as a
single class on all matters submitted to a vote of stockholders, with each
issued and outstanding share of Hearst-Argyle Series A Common Stock and Hearst-
Argyle Series B Common Stock entitling the holder thereof to one vote on all
such matters. With respect to any election of directors, (i) the holders of the
shares of Hearst-Argyle Series A Common Stock will be entitled to vote
separately as a class to elect two members of Hearst-Argyle's Board of Directors
(the Series A Directors) and (ii) the holders of the shares of Hearst-Argyle
Series B Common Stock will be entitled to vote separately as a class to elect
the balance of Hearst-Argyle's Board of Directors (the Series B Directors);
provided, however, that the number of Series B Directors shall not constitute
less than a majority of Hearst-Argyle's Board of Directors. Any director may
resign at any time upon giving written notice to Hearst-Argyle's Board of
Directors. The directors may only be removed for cause by a vote of the holders
of a majority of Hearst-Argyle Common Stock voting together as a class. Any
Series A Director who resigns or is removed may be replaced only by the
remaining Series A Director or, if there is no remaining Series A Director, by a
vote of the holders of a majority of the Hearst-Argyle Series A Common Stock
voting separately as a class. Similarly, any Series B Director who resigns or
is removed may be replaced only by the remaining Series B Directors or, if there
are no remaining Hearst-Argyle Series B Directors, by a vote of the holders of a
majority of the Hearst-Argyle Series B Common Stock voting separately as a
class. If no shares of Hearst-Argyle Series A Common Stock are issued and
outstanding at any given time, then the holders of shares of Hearst-Argyle
Series B Common Stock will elect all of Hearst-Argyle's directors. Conversely,
if no shares of Hearst-Argyle Series B Common Stock are issued and outstanding,
then the holders of the shares of Hearst-Argyle Series A Common Stock will elect
all of Hearst-Argyle's directors.
All of the outstanding shares of Hearst-Argyle Series B Common Stock will
initially be held by Hearst or a Permitted Transferee (as defined below). No
holder of shares of Hearst-Argyle Series B Common Stock may transfer any such
shares to any person other than to (i) Hearst; (ii) any corporation into which
Hearst is merged or consolidated or to which all or substantially all of
Hearst's assets are transferred; or, (iii) any entity controlled by Hearst (each
Page 18 of 30 pages
<PAGE>
a "Permitted Transferee"). Hearst-Argyle Series B Common Stock, however, may be
converted at any time into Hearst-Argyle Series A Common Stock and freely
transferred, subject to the terms and conditions of Hearst-Argyle's certificate
of incorporation and to applicable securities law limitations. If at any time
the Permitted Transferees first hold in the aggregate less than 20% of all
shares of Hearst-Argyle Common Stock that are then issued and outstanding, then
each issued and outstanding share of Hearst-Argyle Series B Common Stock
automatically will be converted into one fully-paid and nonassessable share of
Hearst-Argyle Series A Common Stock, and Hearst-Argyle will not be entitled to
issue any additional shares of Series B Common Stock. Notwithstanding any other
provision to the contrary, no holder of Hearst-Argyle Series B Common Stock
shall (i) transfer any shares of Hearst-Argyle Series B Common Stock; (ii)
convert Hearst-Argyle Series B Common Stock; or, (iii) be entitled to receive
any cash, stock, other securities or other property with respect to or in
exchange for any shares of Hearst-Argyle Series B Common Stock in connection
with any merger or consolidation of Hearst-Argyle or sale or conveyance of all
or substantially all of the property or business of Hearst-Argyle as an entity,
unless all necessary approvals of the Federal Communications Commission as
required by the Communications Act of 1934, as amended, and the rules and
regulations thereunder have been obtained or waived.
Preferred Stock. Hearst-Argyle will have one million shares of authorized
preferred stock, par value $.01 per share. Under the Hearst-Argyle certificate
of incorporate, Hearst-Argyle will have two issued and outstanding series of
preferred stock, Hearst-Argyle Series A Preferred Stock and Hearst-Argyle Series
B Preferred Stock (collectively, the "Hearst-Argyle Preferred Stock") upon
consummation of the Merger. Each series of Hearst-Argyle Preferred Stock will
have 10,938 shares issued and outstanding at the effective time of the Merger.
The Hearst-Argyle Preferred Stock will have a cash dividend feature whereby each
share will accrue $65 per share annually, to be paid quarterly. The Hearst-
Argyle Series A Preferred Stock will be convertible at the option of the
holders, at any time, into Hearst-Argyle Series A Common Stock at a conversion
price of (i) on or before December 31, 2000, $35; (ii) during the calendar year
December 31, 2001, the product of 1.1 times $35; and, (iii) during each calendar
year after December 31, 2001, the product of 1.1 times the preceding year's
conversion price. Hearst-Argyle will have the option to redeem all or a portion
of the Hearst-Argyle Series A Preferred Stock at any time after June 11, 2001 at
a price equal to $1,000 per share plus any accrued and unpaid dividends.
The holders of Hearst-Argyle Series B Preferred Stock will have the option
to convert such Hearst-Argyle Series B Preferred Stock into shares of Hearst-
Argyle Series A Common Stock at any time after June 11, 2001 at the average of
the closing prices for the Hearst-Argyle Series A Common Stock for each of the
10 trading days prior to such conversion date. Hearst-Argyle will have the
option to redeem all or a portion of the Hearst-Argyle Series B Preferred Stock
at any time on or after June 11, 2001, at a price equal to $1,000 per share plus
any accrued and unpaid dividends.
Page 19 of 30 pages
<PAGE>
The issued and outstanding share of Hearst-Argyle Series A Preferred Stock
and Hearst-Argyle Series B Preferred Stock will be entitled to vote on all
matters submitted to a vote of holders of Hearst-Argyle Series A Common Stock,
with such shares of Hearst-Argyle Series A Preferred Stock and Hearst-Argyle
Series B Preferred Stock voting together as a single class with the shares of
Hearst-Argyle Series A Common Stock. Each share of Hearst-Argyle Series A
Preferred Stock is entitled to the number of votes (rounded up to the next whole
number) equal to the number of shares of Hearst-Argyle Series A Common Stock
into which such share is convertible. Each share of Hearst-Argyle Series B
Preferred Stock is entitled to (i) 29 votes, if the record date for the
stockholder meeting at which such votes are to be cast is before July 11, 2001
or (ii) thereafter, the number of votes (rounded up to the next whole number)
equal to the number of shares of Hearst-Argyle Series A Common Stock into which
such share is convertible. Except with respect to any proposal to amend Hearst-
Argyle's certificate of incorporation that may adversely affect the rights of
the respective series of Hearst-Argyle Preferred Stock, neither the Hearst-
Argyle Series A Preferred Stock nor the Hearst-Argyle Series B Preferred Stock
is entitled to vote separately as a class.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) The aggregate number and percentage of the shares of the Company's
common stock beneficially owned by each of the Filing Persons, and for all of
the Filing Persons collectively, assuming the execution of the Voting Agreements
causes such persons to be considered as a "group" (within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934, as amended), is set forth on
Schedule II attached hereto and incorporated herein by reference.
(b) Schedule II attached hereto shows the number of shares of the
Company's capital stock as to which there is sole power to vote or to direct the
vote, shared power to vote or to direct the vote, sole power to dispose or to
direct the disposition and shared power to dispose or to direct the disposition,
for each of the Filing Persons.
(c) In March, 1997, ATP distributed 99,000 and 65,000 shares of Series B
Common Stock held by it to Marbut and Byrne, Trustee of The Blake Byrne Family
Trust U/A/D December 22, 1993, respectively. Marbut contributed all of such
shares received by him to Argyle Foundation. Byrne, Trustee, contributed all of
such shares received by him to Skylark Foundation. Pursuant to the Company's
certificate of incorporation, all of such shares of Series B Common Stock
received by Argyle Foundation and Skylark Foundation automatically converted
into shares of Series A Common Stock. On July 8 and July 11, 1997, ATI and ATP
converted all of the shares of Series C Common Stock held by them into shares of
Series A Common Stock. On July 11, 1997, ATI distributed an aggregate of
1,746,282 shares of Series A Common Stock to certain of its partners, and, on
the same date, such partners contributed all of such shares to ATI (Foreign).
The Company has been advised that ATI (on its behalf and on the
Page 20 of 30 pages
<PAGE>
behalf of ATI (Foreign)), TIP, ATIGP and ATP (collectively, the "Partnerships")
adopted plans of liquidation on March 25, 1997. The Company has been advised
that the Partnerships will liquidate as soon as possible and the Company's
common stock each Partnership holds will be distributed to its partners at that
time.
(d) ACI's shareholders have the right to receive proceeds from the sale of
the securities held by ACI under certain circumstances. ATP's limited partners
and its general partner, ACI, all have the right to receive proceeds from the
sale of the securities held by ATP under certain circumstances. ATIGP's limited
partners and its general partner, ATP, all have the right to receive proceeds
from the sale of the securities held by ATIGP under certain circumstances.
ATI's limited partners and its general partner, ATIGP, all have the right to
receive proceeds from the sale of the securities held by ATI under certain
circumstances. ATI (Foreign)'s limited partners and its general partner, ATIGP,
all have the right to receive proceeds from the sale of the securities held by
ATI (Foreign) under certain circumstances. TIP's limited partners and its
general partner, ATP, all have the right to receive proceeds from the sale of
the securities held by TIP under certain circumstances.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relations with Respect to
--------------------------------------------------------------------
Securities of the Issuer.
- ------------------------
See Item 4 above.
Item 7. Material to be Filed as Exhibits.
--------------------------------
Exhibit No.
- -----------
7.1 Voting Agreement, dated as of March 26, 1997, by and among The
Hearst Corporation, Argyle Television Investors, L.P. and ATI
General Partner, L.P.
7.2 Voting Agreement, dated as of March 26, 1997, by and among The
Hearst Corporation, Television Investment Partners, L.P. and
Argyle Television Partners, L.P.
7.3 Voting Agreement, dated as of March 26, 1997, by and among The
Hearst Corporation, Argyle Television Partners, L.P. and Argyle
Communications, Inc.
7.4 Voting Agreement, dated as of March 26, 1997, by and between The
Hearst Corporation and Argyle Foundation.
Page 21 of 30 pages
<PAGE>
7.5 Voting Agreement, dated as of March 26, 1997, by and between The
Hearst Corporation and Skylark Foundation.
7.6 Voting Agreement, dated as of March 26, 1997, by and between The
Hearst Corporation and Robin (a/k/a Robert) Hernreich.
7.7 Voting Agreement, dated as of August 1, 1997 by and between The
Hearst Corporation, Argyle Television Investors (Foreign), L.P.
and ATI General Partner, L.P.
7.8 Amended and Restated Agreement and Plan of Merger, dated as of
March 26, 1997, by and among The Hearst Corporation, HAT Merger
Sub, Inc., HAT Contribution Sub, Inc. and Argyle Television, Inc.
(incorporated by reference to Exhibit 2.1 of the Company's
Registration Statement on Form S-4 (Registration No. 333-32487)).
7.9 Form of Registration Rights Agreement among Hearst-Argyle
Television, Inc. and the Holders (incorporated by reference to
Exhibit B to Exhibit 2.1 of the Company's Registration Statement
on Form S-4 (Registration No. 333-32487)).
7.10 Waiver of Rollover Election, dated March 26, 1997, delivered to
the Company by Bob Marbut, Blake Byrne, Ibra Morales and Harry
Hawks.
Page 22 of 30 pages
<PAGE>
SCHEDULE I
CERTAIN INFORMATION REGARDING DIRECTORS, EXECUTIVE OFFICERS
AND CONTROLLING PERSONS OF ARGYLE COMMUNICATIONS, INC.,
ARGYLE FOUNDATION AND SKYLARK FOUNDATION
ARGYLE COMMUNICATIONS, INC.
Directors and Officers:
Principal Occupation and
------------------------
Name (and Position) Business Address
------------------- ----------------
Bob Marbut Chairman of the Board and Chief
(Director and President) Executive Officer
Argyle Television, Inc.
200 Concord Plaza, Suite 700
San Antonio, Texas 78216
Blake Byrne President, Chief Operating Officer
(Director and Vice President) and Director
Argyle Television, Inc.
9220 Sunset Boulevard
Suite 210
Los Angeles, California 90069
Ibra Morales Executive Vice President, Chief
(Director and Vice President) Revenue Officer and Director
Argyle Television, Inc.
9220 Sunset Boulevard
Suite 210
Los Angeles, California 90069
Dean H. Blythe Vice President - Corporate
(Vice President) Development, Secretary and General
Counsel
Argyle Television, Inc.
200 Concord Plaza, Suite 700
San Antonio, Texas 78216
Page 23 of 30 pages
<PAGE>
Harry T. Hawks Chief Financial Officer, Assistant
(Director and Vice President) Secretary and Treasurer
Argyle Television, Inc.
200 Concord Plaza, Suite 700
San Antonio, Texas 78216
Bob Owen Investments
(Director and Vice President) 200 Concord Plaza, Suite 700
San Antonio, Texas 78216
Page 24 of 30 pages
<PAGE>
ARGYLE FOUNDATION
Directors:
Principal Occupation and
Name and Position Business Address
----------------- ----------------
Bob Marbut Chairman of the Board and
Chief Executive Officer
Argyle Television, Inc.
200 Concord Plaza, Suite 700
San Antonio, Texas 78216
Margot S. Marbut Civic and Community Volunteer
511 Argyle Avenue
San Antonio, Texas 78209
Michael P. Marbut Attorney at Law
340 Treeline Park, #1333 300 Convent Street
San Antonio, Texas 78209 Suite 1500
San Antonio, Texas 78205
SKYLARK FOUNDATION
Directors and Officers:
Principal Occupation and
Name and Position Business Address
----------------- ----------------
Blake Byrne President, Chief Operating
Chairman of the Board and Officer and Director
Chief Financial Officer Argyle Television, Inc.
9220 Sunset Boulevard
Suite 210
Los Angeles, California 90069
Jocelyn B. Byrne Community Volunteer
(President and Director) 642 East 5th Avenue
642 East 5th Avenue Durango, Colorado 81301
Durango, Colorado 81301
John Byrne Television Sales Account
(Secretary and Director) Representative
2237 Winding Wood Lane Katz Television
Charlotte, North Carolina 28209 5821 Fair View Road
Suite 407
Charlotte, North Carolina 28209
Page 25 of 30 pages
<PAGE>
SCHEDULE II
CERTAIN INFORMATION REGARDING INTERESTS
OF FILING PERSONS IN ARGYLE TELEVISION, INC. AS OF JULY 14, 1997
The following table sets forth, based on information as of July 14, 1997,
the beneficial ownership of the Company's common stock as to: (i) each Filing
Person and (ii) all Filing Persons, collectively. The table below assumes that
all shares of Series A Common Stock held by certain investment partnerships had
been fully distributed to their respective partners as of July 14, 1997 at an
assumed price of $26.50 per share.
Shares Percent
Name of Each Beneficial Owner Beneficially of
- ----------------------------- Owned (a), (b) Class
-------------- --------
Bob Marbut (c)........................................ 7,547,750 65.9%
Argyle Communications, Inc. (c)....................... 7,336,000 64.7%
Argyle Television Partners, L.P. (c), (d)............. 7,336,000 64.7%
ATI General Partner, L.P. (e)......................... 6,600,000 58.4%
Argyle Television Investors, L.P. (c), (d)............ 4,853,718 42.9%
Argyle Television Investors (Foreign), L.P. (c), (d).. 1,746,282 15.4%
Television Investment Partners, L.P. (c), (d)......... 700,000 6.2%
Robin (a/k/a Robert) Hernreich (f).................... 185,172 1.6%
Blake Byrne (g)....................................... 879,164 7.9%
Argyle Foundation..................................... 99,000 *
Skylark Foundation.................................... 65,000 *
COLLECTIVE TOTAL OF FILING PERSONS (h)................ 7,900,672 66.3%
- --------------------
* Represents beneficial ownership of less than 1%.
(a) Each Filing Person has sole voting and investment power, except as
otherwise noted.
(b) Shares of Series B Common Stock are convertible into an equal number of
shares of Series A Common Stock at the election of the holder thereof.
Page 26 of 30 pages
<PAGE>
(c) ATP currently holds 100% of the Series B Common Stock. The information in
the table with respect to the individual partners of ATP assumes ATP has
fully distributed all of the Series B Common Stock to such partners. ATP's
general partner is ACI, a corporation owned principally by certain members
of management of the Company and controlled by Marbut. Under applicable
SEC regulations, Marbut may be considered the beneficial owner of all
shares held by ATP, ATI, ATI (Foreign) and TIP, or a total of 7,300,000
shares of Series A Common Stock and 36,000 shares of Series B Common Stock.
Marbut disclaims beneficial ownership of these shares held by ATP, ATI, ATI
(Foreign) and TIP. Marbut's ownership and percentage of Series A Common
Stock would be 1,350,237 and 11.8%, and of Series B Common Stock would be
6,263 and 17.4% based on (i) shares held directly; (ii) his pro rata
interest in shares held indirectly by ATP through ATP's interest in ATI,
ATI (Foreign) and TIP; (iii) his interest in shares held by TIP; (iv)
99,000 shares held by Argyle Foundation; and, (v) shares subject to options
exercisable within 60 days.
(d) As the general partner of the general partner of ATI and ATI (Foreign), and
as the general partner of TIP, ATP may be considered the beneficial owner
of all shares held by ATI, ATI (Foreign) and TIP, and therefore ATP is
shown for purposes of this chart as owning these shares.
(e) As the general partner of ATI and ATI (Foreign), ATIGP may be considered
the beneficial owner of all shares held by ATI and ATI (Foreign), and
therefore ATIGP is shown for purposes of this chart as owning these shares.
(f) Represents (i) any shares held by Hernreich directly; (ii) shares held by a
charitable foundation established and controlled by Hernreich; and, (iii)
15,314 shares of the Company's preferred stock.
(g) Represents (i) any shares held by Byrne directly; (ii) Byrne's pro rata
interest in shares held indirectly by ATP through ATP's interest in ATI,
ATI (Foreign) and TIP; (iii) Byrne's interest in shares held by TIP; (iv)
65,000 shares held by Skylark Foundation; and, (v) shares subject to
options exercisable within 60 days.
(h) Assumes the conversion of all issued and outstanding shares of Series B
Common Stock held by the Filing Persons collectively into an equal number
of shares of Series A Common Stock. Includes presently exercisable options
to purchase 215,500 shares of Series A Common Stock.
Page 27 of 30 pages
<PAGE>
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.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Schedule 13D has been signed by the following persons in the capacities and on
the dates indicated. Each person whose signature to this Schedule 13D appears
below hereby appoints each of Bob Marbut, Dean H. Blythe and Harry T. Hawks as
his or its attorney-in-fact with full power to act alone, with full power of
substitution or resubstitution, for him or it in his or its name, place and
stead, in any and all capacities to sign on his or its behalf, individually and
in the capacities stated below, and to sign any and all amendments to this
Schedule 13D, which amendment or amendments may make such changes and additions
and such attorney-in-fact may deem necessary or appropriate and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or it might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent or his substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ BOB MARBUT
--------------------------------------------------
Bob Marbut
ARGYLE COMMUNICATIONS, INC.
By: /s/ DEAN H. BLYTHE
--------------------------------------------
Name: Dean H. Blythe
Title: Vice President
ARGYLE TELEVISION PARTNERS, L.P.
By: Argyle Communications, Inc.
the sole general partner
By: /s/ DEAN H. BLYTHE
----------------------------------
Name: Dean H. Blythe
Title: Vice President
Page 28 of 30 pages
<PAGE>
ATI GENERAL PARTNER, L.P.
By: Argyle Television Partners, L.P.
a Delaware limited partnership
By: Argyle Communications, Inc.
the sole general partner
By: /s/ DEAN H. BLYTHE
----------------------------------
Name: Dean H. Blythe
Title: Vice President
ARGYLE TELEVISION INVESTORS, L.P.
By: ATI General Partner, L.P.
a Delaware limited partnership
By: Argyle Television Partners, L.P.
the sole general partner
By: Argyle Communications, Inc.
the sole general partner
By: /s/ DEAN H. BLYTHE
----------------------------
Name: Dean H. Blythe
Title: Vice President
ARGYLE TELEVISION INVESTORS
(FOREIGN), L.P.
By: ATI General Partner, L.P.
a Delaware limited partnership
By: Argyle Television Partners, L.P.
the sole general partner
By: Argyle Communications, Inc.
the sole general partner
By: /s/ DEAN H. BLYTHE
----------------------------
Name: Dean H. Blythe
Title: Vice President
Page 29 of 30 pages
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TELEVISION INVESTMENT PARTNERS, L.P.
By: Argyle Television Partners, L.P.
a Delaware limited partnership
By: Argyle Communications, Inc.
the sole general partner
By: /s/ DEAN H. BLYTHE
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Name: Dean H. Blythe
Title:
ARGYLE FOUNDATION
By: /s/ BOB MARBUT
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Name: Bob Marbut
Title: Director
SKYLARK FOUNDATION
By: /s/ BLAKE BYRNE
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Name: Blake Byrne
Title: Chairman of the Board and
Chief Financial Officer
/s/ BLAKE BYRNE
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Blake Byrne
/s/ ROBIN HERNREICH
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Robin Hernreich
Page 30 of 30 pages
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EXHIBIT 7.1
VOTING AGREEMENT
This VOTING AGREEMENT dated as of March 26, 1997 is made and entered
into by and among The Hearst Corporation, a Delaware corporation ("Parent"),
------
Argyle Television Investors, L.P., a Delaware limited partnership (the
"Stockholder"), and ATI General Partner, L.P., a Delaware limited partnership
- ------------
(the "General Partner").
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WHEREAS, Parent, HAT Merger Sub, Inc. ("Merger Sub"), HAT Contribution
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Sub, Inc. ("Parent's Sub") and Argyle Television, Inc., a Delaware corporation
------------
(the "Company"), propose to enter into an Agreement and Plan of Merger of even
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date herewith (as the same may be amended or supplemented, the "Merger
------
Agreement") providing for the contribution of certain assets by Parent and
Parent's Sub to the Company and the merger of Merger Sub with and into the
Company (the "Merger");
------
WHEREAS, the Stockholder owns in the aggregate 6.6 million shares of
Series C Common Stock, par value $0.01 per share, of the Company (the "Series C
--------
Common Stock"); such shares of Series C Common Stock, as such shares may be
- ------------
adjusted by any stock dividend, stock split, recapitalization, combination or
exchange of shares, merger, consolidation, reorganization or other change or
transaction of or by the Company, being referred to herein as the "Subject
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Shares";
- ------
WHEREAS, the Series C Common Stock is convertible into Series A Common
Stock, par value $0.01 per share, of the Company (the "Series A Common Stock");
---------------------
WHEREAS, the Stockholder intends to form a new limited partnership
(the "Foreign Partnership"), pursuant to Section 14.1 of the Amended and
-------------------
Restated Agreement of Limited Partnership of the Stockholder, dated May 10, 1995
(the "Limited Partnership Agreement"), for the purpose of holding those shares
-----------------------------
of Series C Common Stock attributable to its current foreign limited partners
(the "Foreign Shares");
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WHEREAS, the General Partner is the sole general partner of the
Stockholder;
WHEREAS, The Bear Stearns Companies Inc. ("Bear Stearns"), is a party
------------
to a certain Letter Agreement dated June 7, 1995, (the "Letter Agreement") with
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the General Partner, Argyle Television Partners, L.P., Bob Marbut, Blake Byrne,
Ibra Morales and Harry Hawks which entitles Bear Stearns to withdraw their
interest in the Subject Shares (upon their conversion to Series A Common Stock)
from the Stockholder;
WHEREAS, the General Partner has obtained from Bear Stearns a written
waiver of paragraph 2 of the Letter Agreement;
WHEREAS, the General Partner and the Stockholder have adopted a plan
of liquidation of the Stockholder (the "Liquidation Plan") providing for the
----------------
distribution of the Series
<PAGE>
A Common Stock to the partners of the Stockholder in accordance with the terms
of the Stockholder's Limited Partnership Agreement;
WHEREAS, although the Stockholder desires to effectuate the
Liquidation Plan as soon as practicable, as a condition to its willingness to
enter into the Merger Agreement, Parent has requested that the Stockholder enter
into this Agreement; and
WHEREAS, on behalf of all the partners of the Stockholder, the General
Partner and the Stockholder have agreed that they will not effectuate the
Liquidation Plan until immediately after the Company Stockholder Approval (as
defined in the Merger Agreement);
NOW, THEREFORE, to induce Parent to enter into, and in consideration
of its entering into, the Merger Agreement, and in consideration of the mutual
covenants and agreements set forth in this Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Representations and Warranties of the Stockholder and General
-------------------------------------------------------------
Partner. The Stockholder and General Partner hereby represent and warrant to
- -------
Parent as follows:
(a) Authority. Each of the Stockholder and General Partner is a
---------
limited partnership duly formed and is in good standing and existing
under the laws of the State of Delaware. Each of the Stockholder and
General Partner has full power and authority to enter into this
Agreement and to perform its obligations hereunder and consummate the
transactions contemplated hereby. This Agreement has been duly and
validly authorized, executed and delivered by each of the Stockholder
and General Partner and constitutes a legal, valid and binding
obligation of each of the Stockholder and General Partner enforceable
against the Stockholder and General Partner in accordance with its
terms, except as enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting
the enforcement of creditors' rights generally and by general
equitable principles (regardless of whether such enforceability is
considered in a proceeding in equity or law).
(b) Non-Contravention. The execution and delivery of this
-----------------
Agreement by each of the Stockholder and General Partner do not, and
the performance by each of the Stockholder and General Partner of its
obligations hereunder and the consummation of the transactions
contemplated hereby will not, conflict with, result in any violation
of, constitute (with or without notice or lapse of time or both) a
default under, result in or give to any person any right of payment or
reimbursement, termination, cancellation, modification or acceleration
of, or result in the creation or imposition of any lien upon any
assets or properties of the Stockholder under, any of the terms,
conditions or provisions of (i) the certificate of limited partnership
and agreement of limited partnership of each of the Stockholder and
General Partner, or (ii) subject to taking the action described in
paragraph (c) of this Section, (x) any statute, law, rule, regulation
or ordinance, or any judgment, decree, order, writ, permit or license,
of any court, tribunal,
2
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arbitrator, authority, agency, commission, official or other
instrumentality of the United States or any domestic, state, county,
city or other political subdivision (a "Governmental or Regulatory
--------------------------
Authority"), applicable to each of the Stockholder and General Partner
---------
or any of its respective assets or properties, or (y) any note, bond,
mortgage, security agreement, indenture, license, franchise, permit,
concession, contract, lease or other instrument, obligation or
agreement of any kind (together, "Contracts") to which each of the
---------
Stockholder and General Partner is a party or by which either the
Stockholder or General Partner or any of its respective assets or
properties is bound.
(c) Approvals and Consents. Except for the filing and approval
----------------------
of a premerger notification report by the Stockholder under the Hart-
Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the
rules and regulations thereunder (the "HSR Act") with respect to the
-------
conversion of the Subject Shares required by Section 3(c), filings
pursuant to Section 13(d) and 13(g) of the Securities Exchange Act of
1934, as amended, and the filing of this Agreement with the Federal
Communications Commission (the "FCC") pursuant to Section 73.3613 of
the FCC rules and regulations, no consent, approval or action of,
filing with or notice to any Governmental or Regulatory Authority is
necessary or required for the execution and delivery of this Agreement
by the Stockholder or General Partner, the performance by the
Stockholder or General Partner of its respective obligations hereunder
or the consummation of the transactions contemplated hereby.
(d) Subject Shares. The Stockholder has good and marketable
--------------
title to the Subject Shares, free and clear of all liens, claims,
security interests, proxies, voting trusts or agreements,
understanding or arrangements or any other encumbrances whatsoever;
other than restrictions on transfer imposed by the registration
requirements of the Securities Act of 1933, as amended, and applicable
state securities laws. The Stockholder has the sole voting power and
sole power to issue instructions with respect to the matters set forth
in Section 3.
2. Representations and Warranties of the Parent. The Parent hereby
--------------------------------------------
represents and warrants to the Stockholder and General Partner as follows:
(a) Authority. The Parent is a corporation duly formed and is in
---------
good standing and existing under the laws of the State of Delaware.
The Parent has full power and authority to enter into this Agreement
and to perform its obligations hereunder and consummate the
transactions contemplated hereby. This Agreement has been duly and
validly authorized, executed and delivered by the Parent and
constitutes a legal, valid and binding obligation of the Parent
enforceable against the Parent in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the
enforcement of creditors' rights generally and by general equitable
principles (regardless of whether such enforceability is considered in
a proceeding in equity or law).
3
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3. Covenants of the Stockholder and General Partner. Subject to
------------------------------------------------
Section 4, the Stockholder and General Partner hereby covenant and agree with
Parent as follows:
(a) Transfer of Foreign Shares. As soon as practicable after the
--------------------------
date of this Agreement, the Stockholder shall transfer the Foreign
Shares to the Foreign Partnership.
(b) Joinder in the Agreement: Foreign Partnership.
---------------------------------------------
Simultaneously with the transfer of the Foreign Shares to the Foreign
Partnership, the Stockholder shall cause the Foreign Partnership to
execute and deliver to Parent a Voting Agreement, in the form attached
hereto as Exhibit A.
(c) Regulatory Filings; Conversion. As soon as practicable after
------------------------------
the date of this Agreement, the Stockholder shall (i) take all actions
necessary to make the filings required of the Stockholder or its
affiliates under the HSR Act in order for the Stockholder to convert
all of the Subject Shares (other than the Foreign Shares) into shares
of Series A Common Stock pursuant to the Company's certificate of
incorporation, (ii) comply at the earliest practicable date with any
request for additional information received by the Stockholder from
the Federal Trade Commission (the "FTC") or the Antitrust Division of
---
the Department of Justice (the "Antitrust Division") pursuant to the
------------------
HSR Act and (iii) cooperate with the Company in connection with its
filings under the HSR Act and in connection with resolving any
investigation or other inquiry concerning such conversion commenced by
either the FTC, or the Antitrust Division or state attorneys general.
Upon the expiration or termination of the applicable waiting period
under the HSR Act, or as soon as practicable thereafter, the
Stockholder shall so convert the Subject Shares (other than the
Foreign Shares) from Series C Common Stock into Series A Common Stock.
(d) Withdrawals. Following the conversion of the Subject Shares
-----------
(other than the Foreign Shares) from Series C Common Stock into Series
A Common Stock, the General Partner shall withhold its consent to the
withdrawal by any limited partner in the Stockholder of such limited
partner's interest in the Stockholder, pursuant to Section 5.3(b) of
the Limited Partnership Agreement.
(e) Vote for Merger. At any meeting of stockholders of the
---------------
Company called to vote upon the amendment to the Company's Certificate
of Incorporation set forth in the Merger Agreement, the Merger and the
Merger Agreement or at any adjournment thereof or in any other
circumstances upon which a vote, consent or other approval with
respect to such amendment to the Company's Certificate of
Incorporation, the Merger and the Merger Agreement is sought, the
Stockholder shall vote (or cause to be voted) the Subject Shares, and
any other voting securities of the Company, owned by Stockholder
whether issued heretofore or hereafter, that the Stockholder owns or
has the right to vote, in favor of such amendment to the Company's
Certificate of Incorporation, the Merger, the adoption by the Company
of the Merger Agreement and the approval of the terms
4
<PAGE>
thereof and each of the other transactions contemplated by the Merger
Agreement, provided that the terms of the Merger Agreement shall not
have been amended to adversely affect the Stockholder.
(f) Vote Against Acquisition Proposals. At any meeting of
----------------------------------
stockholders of the Company or at any adjournment thereof or in any
other circumstances upon which the Stockholder's vote, consent or
other approval is sought, the Stockholder shall vote (or cause to be
voted) the Subject Shares, and any other voting securities of the
Company, owned by Stockholder whether issued heretofore or hereafter,
that the Stockholder owns or has the right to vote, except as
otherwise agreed in writing in advance by the Parent, against (i) any
proposal or offer with respect to any direct or indirect (A)
acquisition or purchase of fifteen percent (15%) or more of any
Company common stock outstanding, (B) acquisition or purchase of any
equity securities of any Material Subsidiary (as defined below), (C)
acquisition or purchase of all or any significant portion of the
assets of the Company or any Material Subsidiary, or (D) any merger,
consolidation, business combination, recapitalization, liquidation,
dissolution or similar transaction involving the Company or any of its
Material Subsidiaries (any such proposal or offer being hereinafter
referred to as an "Acquisition Proposal"), (ii) any change in the
--------------------
majority of the persons who constitute the Board of Directors of the
Company or (iii) any change in the present capitalization of the
Company or any amendment of the Company's certificate of incorporation
or by-laws or other proposal or transaction involving the Company or
any of its subsidiaries, which change, amendment or other proposal or
transaction would in any manner impede, frustrate, prevent or nullify
the amendment of the Company's Certificate of Incorporation set forth
in the Merger Agreement, the Merger, the Merger Agreement or any of
the other transactions contemplated by the Merger Agreement or which
could result in any of the conditions to the Parent's obligations
under the Merger Agreement not being fulfilled. For purposes of this
Agreement, "Material Subsidiary" means any direct or indirect
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"Significant Subsidiary" of the Company as that term is defined in
Rule 405 of the rules and regulations promulgated under the Securities
Act of 1933, as amended, or any Subsidiary (as defined below) of the
Company that either owns or operates a television broadcast station or
a license, permit or other authorization required by the Federal
Communications Commission in connection with the operation of its
business. In addition, "Subsidiary" means any corporation or other
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organization whether incorporated or unincorporated, of which more
than fifty percent (50%) of either the equity interest in, or voting
control of, such corporation or other organization is, directly or
indirectly through Subsidiaries or otherwise, beneficially owned by
the Company.
(g) Transfers. Except as set forth in Section 3(a) with respect
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to the Foreign Shares and Section 3(j), the Stockholder agrees not to
(i) sell, transfer, pledge, assign or otherwise dispose of, or enter
into any contract, option or other arrangement with respect to the
sale, transfer, pledge, assignment or other disposition of, the
Subject Shares to any person other than pursuant to the
5
<PAGE>
amendment of the Company's Certificate of Incorporation set forth in
the Merger Agreement, the Merger and the Merger Agreement or (ii)
enter into any voting arrangement, whether by proxy, voting
arrangement, voting agreement or otherwise with respect to the Subject
Shares.
(h) Each certificate evidencing the Subject Shares shall bear a
legend as follows:
THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON
TRANSFER AND VOTING CONTAINED IN A VOTING AGREEMENT DATED AS OF
MARCH 26, 1997, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL
OFFICE OF THE COMPANY.
(i) No Solicitations. Neither the Stockholder, the General
----------------
Partner nor any of their respective officers, directors, employees,
agents, counsel, accountants, financial advisors, investment bankers,
consultants and other representatives (collectively,
"Representatives"), directly or indirectly, shall initiate, solicit,
---------------
encourage, accept or take any other action knowingly to facilitate,
any inquiries or the making of, or participate in any discussions or
negotiations regarding, any Acquisition Proposal. In the event that
the Stockholder, the General Partner or any of their respective
Representatives receives from any person an Acquisition Proposal, the
Stockholder shall promptly advise, orally and in writing, such Person
of the terms of this Section 3(i), and shall promptly advise Parent of
such Acquisition Proposal and shall thereafter keep Parent reasonably
and promptly informed of all material facts and circumstances relating
to said Acquisition Proposal and the Stockholder's actions relating
thereto.
(j) Permitted Transfers. Notwithstanding anything contained in
-------------------
this Agreement to the contrary, the Stockholder may distribute the
Subject Shares (but only if they shall have been converted into shares
of Series A Common Stock) to the partners of the Stockholder following
the Company Stockholder Approval.
4. Termination. The covenants and agreements of the Stockholder and
-----------
the General Partner contained in Section 3 shall terminate upon the earliest of
(i) the Effective Time (as defined in the Merger Agreement), or (ii) the
termination of the Merger Agreement in accordance with its terms.
5. General Provisions.
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(a) Expenses. All costs and expenses incurred in connection with
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this Agreement and the transactions contemplated hereby shall be paid
by the party incurring such expense.
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<PAGE>
(b) Amendments. This Agreement may not be amended except by an
----------
instrument in writing signed by each of the parties hereto.
(c) Notice. All notices and requests and other communications
------
hereunder must be in writing and will be deemed to have been given
only if delivered personally or by facsimile transmission or mailed
(first class postage prepaid) to the parties at the following
addresses or facsimile numbers:
(i) if to Parent, to:
The Hearst Corporation
959 Eighth Avenue
New York, New York 10019
Telephone: (212) 649-2103
Facsimile: (212) 246-3630
Attention: Victor F. Ganzi, Esq.
with a copy to:
Rogers & Wells
200 Park Avenue
New York, New York 10166
Telephone: (212) 878-8000
Facsimile: (212) 878-8375
Attention: Steven A. Hobbs, Esq.
(ii) if to the Stockholder or the General Partner, to
Argyle Television Investors, L.P.
200 Concord Plaza, Suite 700
San Antonio, Texas 78216
Telephone: (210) 828-1700
Facsimile: (210) 828-7300
Attention: Bob Marbut
with a copy to:
Locke Purnell Rain Harrell
2200 Ross Avenue, Suite 2200
Dallas, Texas 75201
Telephone: (214) 740-8000
Facsimile: (214) 740-8800
Attention: Guy Kerr, Esq.
All such notices, requests and other communications will (i) if
delivered personally to the address as provided in this Section, be
deemed given upon
7
<PAGE>
delivery, (ii) if delivered by facsimile transmission to the facsimile
number as provided in this Section, be deemed given upon receipt, and
(iii) if delivered by mail in the manner described above to the
address as provided in this Section, be deemed given upon receipt (in
each case regardless of whether such notice, request or other
communication is received by any other person to whom a copy of such
notice is to be delivered pursuant to this Section). Any party from
time to time may change its address, facsimile number or other
information for the purpose of notices to that party by giving notice
specifying such change to the other parties hereto.
(d) Entire Agreement. This Agreement supersedes all prior
----------------
discussions and agreements among the parties hereto with respect to
the subject matter hereof, and contains the sole and entire agreement
among the parties hereto with respect to the subject matter hereof.
(e) No Third Party Beneficiary. The terms and provisions of this
--------------------------
Agreement are intended solely for the benefit of each party hereto and
their respective successors or permitted assigns, and it is not the
intention of the parties to confer third-party beneficiary rights upon
any other person.
(f) No Assignment; Binding Effect. Neither this Agreement nor
-----------------------------
any right, interest or obligation hereunder may be assigned by any
party hereto without the prior written consent of the other parties
hereto and any attempt to do so will be void. Subject to the
preceding sentence, this Agreement is binding upon, inures to the
benefit of and is enforceable by the parties hereto and their
respective successors and assigns.
(g) Headings. The headings used in this Agreement have been
--------
inserted for convenience of reference only and do not define or limit
the provisions hereof.
(h) Severability. If any provision of this Agreement is held to
------------
be illegal, invalid or unenforceable under any present or future law,
and if the rights or obligations of any party hereto under this
Agreement will not be materially and adversely affected thereby, (i)
such provision will be fully severable, (ii) this Agreement will be
construed and enforced as if such illegal, invalid or unenforceable
provision had never comprised a part hereof, (iii) the remaining
provisions of this Agreement will remain in full force and effect and
will not be affected by the legal, invalid or unenforceable provision
or by its severance herefrom and (iv) in lieu of such illegal, invalid
or unenforceable provision, there will be added automatically as a
part of this Agreement a legal, valid and enforceable provision as
similar in terms to such illegal, invalid or unenforceable provision
as may be possible.
(i) 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
8
<PAGE>
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.
(j) Counterparts. This Agreement may be executed in any number
------------
of counterparts, each of which will be deemed an original, but all of
which together will constitute one and the same instrument.
(k) Governing Law. This Agreement shall be governed by and
-------------
construed in accordance with the laws of the State of Delaware
applicable to a contract executed performed in such State without
giving effect to the conflicts of laws principles thereof.
6. Enforcement. The parties agree that irreparable damage would
-----------
occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached.
It is accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in any Federal court located in the
State of Delaware or in a Delaware state court, this being in addition to any
other remedy to which they are entitled at law or in equity. In addition, each
of the parties hereto (i) consents to submit such party to the personal
jurisdiction of any Federal court located in the State of Delaware or any
Delaware state court in the event any dispute arises out of this Agreement or
any of the transactions contemplated hereby, (ii) agrees that such party will
not attempt to deny or defeat such personal jurisdiction by motion or other
request for leave from any such court, (iii) agrees that such party will not
bring any action relating to this Agreement or any of the transactions
contemplated hereby in any court other than a Federal court sitting in the State
of Delaware or a Delaware state court and (iv) waives any right to trial by jury
with respect to any claim or proceeding related to or arising out of this
Agreement or any of the transactions contemplated hereby.
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<PAGE>
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
signed by its officer or representative thereunto duly authorized as of the date
first above written.
THE HEARST CORPORATION
By: /s/ VICTOR F. GANZI
-------------------------------------
Name: Victor F. Ganzi
Title: Executive Vice President
ARGYLE TELEVISION INVESTORS, L.P.
By: ATI General Partner, L.P.
a Delaware limited partnership
By: Argyle Television Partners, L.P.
the sole general partner
By: Argyle Communications, Inc.
the sole general partner
By: /s/ DEAN H. BLYTHE
-----------------------
Name: Dean H. Blythe
Title: Vice President
ATI GENERAL PARTNER, L.P.
By: Argyle Television Partners, L.P.
a Delaware limited partnership
By: Argyle Communications, Inc.
the sole general partner
By: /s/ DEAN H. BLYTHE
---------------------------
Name: Dean H. Blythe
Title: Vice President
10
<PAGE>
EXHIBIT A
VOTING AGREEMENT
This VOTING AGREEMENT dated as of . , 1997 is made and entered into by
and among The Hearst Corporation, a Delaware corporation ("Parent"), [FOREIGN
------
PARTNERSHIP, L.P.], a Delaware limited partnership (the "Stockholder"), and ATI
-----------
General Partner, L.P., a Delaware limited partnership (the "General Partner").
---------------
WHEREAS, Parent, HAT Merger Sub, Inc. ("Merger Sub"), HAT Contribution
----------
Sub, Inc. ("Parent's Sub") and Argyle Television, Inc., a Delaware corporation
------------
(the "Company"), propose to enter into an Agreement and Plan of Merger of even
-------
date herewith (as the same may be amended or supplemented, the "Merger
------
Agreement") providing for the contribution of certain assets by Parent and
Parent's Sub to the Company and the merger of Merger Sub with and into the
Company (the "Merger");
------
WHEREAS, the Stockholder owns in the aggregate . shares of Series C
Common Stock, par value $0.01 per share, of the Company (the "Series C Common
---------------
Stock"); such shares of Series C Common Stock, as such shares may be adjusted by
- -----
any stock dividend, stock split, recapitalization, combination or exchange of
shares, merger, consolidation, reorganization or other change or transaction of
or by the Company, being referred to herein as the "Subject Shares";
--------------
WHEREAS, the Series C Common Stock is convertible into Series A Common
Stock, par value $0.01 per share, of the Company (the "Series A Common Stock");
---------------------
WHEREAS, the General Partner is the sole general partner of the
Stockholder;
WHEREAS, immediately prior to the execution of this Agreement, the
Series C Common Stock was owned by Argyle Television Investors, L.P., a Delaware
limited partnership (the "Former Stockholder");
------------------
WHEREAS, the General Partner and the Former Stockholder have adopted a
plan of liquidation of the Former Stockholder (the "Liquidation Plan") providing
----------------
for the distribution of the Series A Common Stock to the partners of the Former
Stockholder in accordance with the terms of the Former Stockholder's Limited
Partnership Agreement;
WHEREAS, the Liquidation Plan is equally applicable to the
Stockholder;
WHEREAS, although the Stockholder desires to effectuate the
Liquidation Plan as soon as practicable, as a condition to its willingness to
enter into the Merger Agreement, Parent has requested that the Stockholder enter
into this Agreement; and
WHEREAS, on behalf of all the partners of the Stockholder, the General
Partner and the Stockholder have agreed that they will not effectuate the
Liquidation Plan until immediately after the Company Stockholder Approval (as
defined in the Merger Agreement);
<PAGE>
NOW, THEREFORE, to induce Parent to enter into, and in consideration
of its entering into, the Merger Agreement, and in consideration of the mutual
covenants and agreements set forth in this Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Representations and Warranties of the Stockholder and General
-------------------------------------------------------------
Partner. The Stockholder and General Partner hereby represent and warrant to
- -------
Parent as follows:
(a) Authority. Each of the Stockholder and General Partner is a
---------
limited partnership duly formed and is in good standing and existing
under the laws of the State of Delaware. Each of the Stockholder and
General Partner has full power and authority to enter into this
Agreement and to perform its obligations hereunder and consummate the
transactions contemplated hereby. This Agreement has been duly and
validly authorized, executed and delivered by each of the Stockholder
and General Partner and constitutes a legal, valid and binding
obligation of each of the Stockholder and General Partner enforceable
against the Stockholder and General Partner in accordance with its
terms, except as enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting
the enforcement of creditors' rights generally and by general
equitable principles (regardless of whether such enforceability is
considered in a proceeding in equity or law).
(b) Non-Contravention. The execution and delivery of this
-----------------
Agreement by each of the Stockholder and General Partner do not, and
the performance by each of the Stockholder and General Partner of its
obligations hereunder and the consummation of the transactions
contemplated hereby will not, conflict with, result in any violation
of, constitute (with or without notice or lapse of time or both) a
default under, result in or give to any person any right of payment or
reimbursement, termination, cancellation, modification or acceleration
of, or result in the creation or imposition of any lien upon any
assets or properties of the Stockholder under, any of the terms,
conditions or provisions of (i) the certificate of limited partnership
and agreement of limited partnership of each of the Stockholder and
General Partner, or (ii) subject to taking the action described in
paragraph (c) of this Section, (x) any statute, law, rule, regulation
or ordinance, or any judgment, decree, order, writ, permit or license,
of any court, tribunal, arbitrator, authority, agency, commission,
official or other instrumentality of the United States or any
domestic, state, county, city or other political subdivision (a
"Governmental or Regulatory Authority"), applicable to each of the
------------------------------------
Stockholder and General Partner or any of its respective assets or
properties, or (y) any note, bond, mortgage, security agreement,
indenture, license, franchise, permit, concession, contract, lease or
other instrument, obligation or agreement of any kind (together,
"Contracts") to which each of the Stockholder and General Partner is a
---------
party or by which either the Stockholder or General Partner or any of
its respective assets or properties is bound.
A-2
<PAGE>
(c) Approvals and Consents. Except for the filing and approval
----------------------
of a premerger notification report by the Stockholder under the Hart-
Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the
rules and regulations thereunder (the "HSR Act") with respect to the
-------
conversion of the Subject Shares required by Section 3(a), filings
pursuant to Section 13(d) and 13(g) of the Securities Exchange Act of
1934, as amended, and the filing of this Agreement with the Federal
Communications Commission (the "FCC") pursuant to Section 73.3613 of
the FCC rules and regulations, no consent, approval or action of,
filing with or notice to any Governmental or Regulatory Authority is
necessary or required for the execution and delivery of this Agreement
by the Stockholder or General Partner, the performance by the
Stockholder or General Partner of its respective obligations hereunder
or the consummation of the transactions contemplated hereby.
(d) Subject Shares. The Stockholder has good and marketable
--------------
title to the Subject Shares, free and clear of all liens, claims,
security interests, proxies, voting trusts or agreements,
understanding or arrangements or any other encumbrances whatsoever;
other than restrictions on transfer imposed by the registration
requirements of the Securities Act of 1933, as amended, and applicable
state securities laws. The Stockholder has the sole voting power and
sole power to issue instructions with respect to the matters set forth
in Section 3.
2. Representations and Warranties of the Parent. The Parent hereby
--------------------------------------------
represents and warrants to the Stockholder and General Partner as follows:
(a) Authority. The Parent is a corporation duly formed and is in
---------
good standing and existing under the laws of the State of Delaware.
The Parent has full power and authority to enter into this Agreement
and to perform its obligations hereunder and consummate the
transactions contemplated hereby. This Agreement has been duly and
validly authorized, executed and delivered by the Parent and
constitutes a legal, valid and binding obligation of the Parent
enforceable against the Parent in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the
enforcement of creditors' rights generally and by general equitable
principles (regardless of whether such enforceability is considered in
a proceeding in equity or law).
3. Covenants of the Stockholder and General Partner. Subject to
------------------------------------------------
Section 4, the Stockholder and General Partner hereby covenant and agree with
Parent as follows:
(a) Regulatory Filings; Conversion. As soon as practicable after
------------------------------
the date of this Agreement, the Stockholder shall (i) take all actions
necessary to make the filings required of the Stockholder or its
affiliates under the HSR Act in order for the Stockholder to convert
all of the Subject Shares into shares of Series A Common Stock
pursuant to the Company's certificate of incorporation, (ii) comply at
the earliest practicable date with any request for additional
information received
A-3
<PAGE>
by the Stockholder from the Federal Trade Commission (the "FTC") or
---
the Antitrust Division of the Department of Justice (the "Antitrust
---------
Division") pursuant to the HSR Act and (iii) cooperate with the
--------
Company in connection with its filings under the HSR Act and in
connection with resolving any investigation or other inquiry
concerning such conversion commenced by either the FTC, or the
Antitrust Division or state attorneys general. Upon the expiration or
termination of the applicable waiting period under the HSR Act, or as
soon as practicable thereafter, the Stockholder shall so convert the
Subject Shares from Series C Common Stock into Series A Common Stock.
(b) Withdrawals. Following the conversion of the Subject Shares
-----------
from Series C Common Stock to Series A Common Stock, the General
Partner shall withhold its consent to the withdrawal by any limited
partner in the Stockholder of such limited partner's interest in the
Stockholder, pursuant to Section 5.3 of the Limited Partnership
Agreement.
(c) Vote for Merger. At any meeting of stockholders of the
---------------
Company called to vote upon the amendment to the Company's Certificate
of Incorporation set forth in the Merger Agreement, the Merger and the
Merger Agreement or at any adjournment thereof or in any other
circumstances upon which a vote, consent or other approval with
respect to such amendment to the Company's Certificate of
Incorporation, the Merger and the Merger Agreement is sought, the
Stockholder shall vote (or cause to be voted) the Subject Shares, and
any other voting securities of the Company, owned by Stockholder
whether issued heretofore or hereafter, that the Stockholder owns or
has the right to vote, in favor of such amendment to the Company's
Certificate of Incorporation, the Merger, the adoption by the Company
of the Merger Agreement and the approval of the terms thereof and each
of the other transactions contemplated by the Merger Agreement,
provided that the terms of the Merger Agreement shall not have been
amended to adversely affect the Stockholder.
(d) Vote Against Acquisition Proposals. At any meeting of
----------------------------------
stockholders of the Company or at any adjournment thereof or in any
other circumstances upon which the Stockholder's vote, consent or
other approval is sought, the Stockholder shall vote (or cause to be
voted) the Subject Shares, and any other voting securities of the
Company, owned by Stockholder whether issued heretofore or hereafter,
that the Stockholder owns or has the right to vote, except as
otherwise agreed in writing in advance by the Parent, against (i) any
proposal or offer with respect to any direct or indirect (A)
acquisition or purchase of fifteen percent (15%) or more of any
Company common stock outstanding, (B) acquisition or purchase of any
equity securities of any Material Subsidiary (as defined below), (C)
acquisition or purchase of all or any significant portion of the
assets of the Company or any Material Subsidiary, or (D) any merger,
consolidation, business combination, recapitalization, liquidation,
dissolution or similar transaction involving the Company or any of its
Material Subsidiaries (any such proposal or offer being hereinafter
referred to as an "Acquisition Proposal"),
--------------------
A-4
<PAGE>
(ii) any change in the majority of the persons who constitute the
Board of Directors of the Company or (iii) any change in the present
capitalization of the Company or any amendment of the Company's
certificate of incorporation or by-laws or other proposal or
transaction involving the Company or any of its subsidiaries, which
change, amendment or other proposal or transaction would in any manner
impede, frustrate, prevent or nullify the amendment of the Company's
Certificate of Incorporation set forth in the Merger Agreement, the
Merger, the Merger Agreement or any of the other transactions
contemplated by the Merger Agreement or which could result in any of
the conditions to the Parent's obligations under the Merger Agreement
not being fulfilled. For purposes of this Agreement, "Material
--------
Subsidiary" means any direct or indirect "Significant Subsidiary" of
----------
the Company as that term is defined in Rule 405 of the rules and
regulations promulgated under the Securities Act of 1933, as amended,
or any Subsidiary (as defined below) of the Company that either owns
or operates a television broadcast station or a license, permit or
other authorization required by the Federal Communications Commission
in connection with the operation of its business. In addition,
"Subsidiary" means any corporation or other organization whether
-----------
incorporated or unincorporated, of which more than fifty percent (50%)
of either the equity interest in, or voting control of, such
corporation or other organization is, directly or indirectly through
Subsidiaries or otherwise, beneficially owned by the Company.
(e) Transfers. Except as set forth in Section 3(h), the
---------
Stockholder agrees not to (i) sell, transfer, pledge, assign or
otherwise dispose of, or enter into any contract, option or other
arrangement with respect to the sale, transfer, pledge, assignment or
other disposition of, the Subject Shares to any person other than
pursuant to the Merger and the Merger Agreement or (ii) enter into any
voting arrangement, whether by proxy, voting arrangement, voting
agreement or otherwise with respect to the Subject Shares.
(f) Each certificate evidencing the Subject Shares shall bear a
legend as follows:
THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO
RESTRICTIONS ON TRANSFER AND VOTING CONTAINED IN A
VOTING AGREEMENT DATED AS OF MARCH 26, 1997, A
COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE
OF THE COMPANY.
(g) No Solicitations. Neither the Stockholder, the General
----------------
Partner nor any of their respective officers, directors, employees,
agents, counsel, accountants, financial advisors, investment bankers,
consultants and other representatives (collectively,
"Representatives"), directly or indirectly, shall initiate, solicit,
---------------
encourage, accept or take any other action knowingly to facilitate,
any inquiries or the making of, or participate in any discussions or
negotiations regarding, any
A-5
<PAGE>
Acquisition Proposal. In the event that the Stockholder, the General
Partner or any of their respective Representatives receive from any
person an Acquisition Proposal, the Stockholder shall promptly advise,
orally and in writing, such Person of the terms of this Section 3(g),
and shall promptly advise Parent of such Acquisition Proposal and
shall thereafter keep Parent reasonably and promptly informed of all
material facts and circumstances relating to said Acquisition Proposal
and the Stockholder's actions relating thereto.
(h) Permitted Transfers. Notwithstanding anything contained in
-------------------
this Agreement to the contrary, the Stockholder may distribute the
Subject Shares (but only if they shall have been converted into shares
of Series A Common Stock) to the partners of the Stockholder following
the Company Stockholder Approval.
4. Termination. The covenants and agreements of the Stockholder and
-----------
the General Partner contained in Section 3 shall terminate upon the earliest of
(i) the Effective Time (as defined in the Merger Agreement), or (ii) the
termination of the Merger Agreement in accordance with its terms.
5. General Provisions.
------------------
(a) Expenses. All costs and expenses incurred in connection with
--------
this Agreement and the transactions contemplated hereby shall be paid
by the party incurring such expense.
(b) Amendments. This Agreement may not be amended except by an
----------
instrument in writing signed by each of the parties hereto.
(c) Notice. All notices and requests and other communications
------
hereunder must be in writing and will be deemed to have been given
only if delivered personally or by facsimile transmission or mailed
(first class postage prepaid) to the parties at the following
addresses or facsimile numbers:
(i) if to Parent, to:
The Hearst Corporation
959 Eighth Avenue
New York, New York 10019
Telephone: (212) 649-2103
Facsimile: (212) 246-3630
Attention: Victor F. Ganzi, Esq.
A-6
<PAGE>
with a copy to:
Rogers & Wells
200 Park Avenue
New York, New York 10166
Telephone: (212) 878-8000
Facsimile: (212) 878-8375
Attention: Steven A. Hobbs, Esq.
(ii) if to the Stockholder or the General Partner, to
[FOREIGN PARTNERSHIP, L.P.]
__________________________
__________________________
__________________________
Telephone:
Facsimile:
Attention:
with a copy to:
Locke Purnell Rain Harrell
2200 Ross Avenue, Suite 2200
Dallas, Texas 75201
Telephone: (214) 740-8000
Facsimile: (214) 740-8800
Attention: Guy Kerr, Esq.
All such notices, requests and other communications will (i) if
delivered personally to the address as provided in this Section, be
deemed given upon delivery, (ii) if delivered by facsimile
transmission to the facsimile number as provided in this Section, be
deemed given upon receipt, and (iii) if delivered by mail in the
manner described above to the address as provided in this Section, be
deemed given upon receipt (in each case regardless of whether such
notice, request or other communication is received by any other person
to whom a copy of such notice is to be delivered pursuant to this
Section). Any party from time to time may change its address,
facsimile number or other information for the purpose of notices to
that party by giving notice specifying such change to the other
parties hereto.
(d) Entire Agreement. This Agreement supersedes all prior
----------------
discussions and agreements among the parties hereto with respect to
the subject matter hereof, and contains the sole and entire agreement
among the parties hereto with respect to the subject matter hereof.
A-7
<PAGE>
(e) No Third Party Beneficiary. The terms and provisions of this
--------------------------
Agreement are intended solely for the benefit of each party hereto and
their respective successors or permitted assigns, and it is not the
intention of the parties to confer third-party beneficiary rights upon
any other person.
(f) No Assignment; Binding Effect. Neither this Agreement nor
-----------------------------
any right, interest or obligation hereunder may be assigned by any
party hereto without the prior written consent of the other parties
hereto and any attempt to do so will be void. Subject to the
preceding sentence, this Agreement is binding upon, inures to the
benefit of and is enforceable by the parties hereto and their
respective successors and assigns.
(g) Headings. The headings used in this Agreement have been
--------
inserted for convenience of reference only and do not define or limit
the provisions hereof.
(h) Severability. If any provision of this Agreement is held to
------------
be illegal, invalid or unenforceable under any present or future law,
and if the rights or obligations of any party hereto under this
Agreement will not be materially and adversely affected thereby, (i)
such provision will be fully severable, (ii) this Agreement will be
construed and enforced as if such illegal, invalid or unenforceable
provision had never comprised a part hereof, (iii) the remaining
provisions of this Agreement will remain in full force and effect and
will not be affected by the legal, invalid or unenforceable provision
or by its severance herefrom and (iv) in lieu of such illegal, invalid
or unenforceable provision, there will be added automatically as a
part of this Agreement a legal, valid and enforceable provision as
similar in terms to such illegal, invalid or unenforceable provision
as may be possible.
(i) 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.
(j) Counterparts. This Agreement may be executed in any number
------------
of counterparts, each of which will be deemed an original, but all of
which together will constitute one and the same instrument.
(k) Governing Law. This Agreement shall be governed by and
-------------
construed in accordance with the laws of the State of Delaware
applicable to a contract executed performed in such State without
giving effect to the conflicts of laws principles thereof.
A-8
<PAGE>
6. Enforcement. The parties agree that irreparable damage would
-----------
occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached.
It is accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in any Federal court located in the
State of Delaware or in a Delaware state court, this being in addition to any
other remedy to which they are entitled at law or in equity. In addition, each
of the parties hereto (i) consents to submit such party to the personal
jurisdiction of any Federal court located in the State of Delaware or any
Delaware state court in the event any dispute arises out of this Agreement or
any of the transactions contemplated hereby, (ii) agrees that such party will
not attempt to deny or defeat such personal jurisdiction by motion or other
request for leave from any such court, (iii) agrees that such party will not
bring any action relating to this Agreement or any of the transactions
contemplated hereby in any court other than a Federal court sitting in the State
of Delaware or a Delaware state court and (iv) waives any right to trial by jury
with respect to any claim or proceeding related to or arising out of this
Agreement or any of the transactions contemplated hereby.
A-9
<PAGE>
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
signed by its officer or representative thereunto duly authorized as of the date
first above written.
THE HEARST CORPORATION
By:______________________________________
Name:
Title:
[FOREIGN PARTNERSHIP, L.P.]
By: ATI General Partner, L.P.
a Delaware limited partnership
By: Argyle Television Partners, L.P.
the sole general partner
By: Argyle Communications, Inc.
the sole general partner
By:________________________
Name:
Title:
ATI GENERAL PARTNER, L.P.
By: Argyle Television Partners, L.P.
a Delaware limited partnership
By: Argyle Communications, Inc.
the sole general partner
By:_________________________
Name:
Title:
A-10
<PAGE>
EXHIBIT 7.2
VOTING AGREEMENT
This VOTING AGREEMENT dated as of March 26, 1997 is made and entered
into by and among The Hearst Corporation, a Delaware corporation ("Parent"),
------
Television Investment Partners, L.P., a Delaware limited partnership (the
"Stockholder"), and Argyle Television Partners, L.P., a Delaware limited
-----------
partnership (the "General Partner").
---------------
WHEREAS, Parent, HAT Merger Sub, Inc. ("Merger Sub", HAT Contribution
------ ---
Sub, Inc. ("Parent's Sub) and Argyle Television, Inc., a Delaware corporation
-------- ---
(the "Company"), propose to enter into an Agreement and Plan of Merger of even
-------
date herewith (as the same may be amended or supplemented, the
"Merger Agreement") providing for the contribution of certain assets by Parent
------ ---------
and Parent's Sub to the Company and the merger of Merger Sub with and into the
Company (the "Merger");
------
WHEREAS, the Stockholder owns in the aggregate 700,000 shares of
Series C Common Stock, par value $0.01 per share, of the Company (the "Series
------
C Common Stock"); such shares of Series C Common Stock, as such shares may be
- - ------------
adjusted by any stock dividend, stock split, recapitalization, combination or
exchange of shares, merger, consolidation, reorganization or other change or
transaction of or by the Company, being referred to herein as the
"Subject Shares";
------- ------
WHEREAS, the Series C Common Stock is convertible into Series A Common
Stock, par value $0.01 per shares of the Company (the "Series A Common Stock");
-------- ------------
WHEREAS, the General Partner is the sole general partner of the
Stockholder;
WHEREAS, the General Partner and the Stockholder have adopted a plan
of liquidation of the Stockholder (the "Liquidation Plan") providing for the
----------------
distribution of the Series A Common Stock to the partners of the Stockholder in
accordance with the terms of the Stockholder's Limited Partnership Agreement;
WHEREAS, although the Stockholder desires to effectuate the
Liquidation Plan as soon as practicable, as a condition to its willingness to
enter into the Merger Agreement, Parent has requested that the Stockholder enter
into this Agreement; and
WHEREAS, on behalf of all the partners of the Stockholder, the General
Partner and the Stockholder have agreed that they will not effectuate the
Liquidation Plan until immediately after the Company Stockholder Approval (as
defined in the Merger Agreement);
NOW, THEREFORE, to induce Parent to enter into, and in consideration
of its entering into, the Merger Agreement, and in consideration of the mutual
covenants and
<PAGE>
agreements set forth in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Representations and Warranties of the Stockholder and General
-------------------------------------------------------------
Partner. The Stockholder and General Partner hereby represent and warrant to
- -------
Parent as follows:
(a) Authority. Each of the Stockholder and General Partner is a
---------
limited partnership duly formed and is in good standing and existing
under the laws of the State of Delaware. Each of the Stockholder and
General Partner has full power and authority to enter into this
Agreement and to perform its obligations hereunder and consummate the
transactions contemplated hereby. This Agreement has been duly and
validly authorized, executed and delivered by each of the Stockholder
and General Partner and constitutes a legal, valid and binding
obligation of each of the Stockholder and General Partner enforceable
against the Stockholder and General Partner in accordance with its
terms, except as enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting
the enforcement of creditors' rights generally and by general
equitable principles (regardless of whether such enforceability is
considered in a proceeding in equity or law).
(b) Non-Contravention. The execution and delivery of this
-----------------
Agreement by each of the Stockholder and General Partner do not, and
the performance by each of the Stockholder and General Partner of its
obligations hereunder and the consummation of the transactions
contemplated hereby will not, conflict with, result in any violation
of, constitute (with or without notice or lapse of time or both) a
default under, result in or give to any person any right of payment or
reimbursement, termination, cancellation, modification or acceleration
of, or result in the creation or imposition of any lien upon any
assets or properties of the Stockholder under, any of the terms,
conditions or provisions of (i) the certificate of limited partnership
and agreement of limited partnership of each of the Stockholder and
General Partner, or (ii) subject to taking the action described in
paragraph (c) of this Section, (x) any statute, law, rule, regulation
or ordinance, or any judgment, decree, order, writ, permit or license,
of any court, tribunal, arbitrator, authority, agency, commission,
official or other instrumentality of the United States or any
domestic, state, county, city or other political subdivision (a
"Governmental or Regulatory Authority"), applicable to each of the
------------------------------------
Stockholder and General Partner or any of its respective assets or
properties, or (y) any note, bond, mortgage, security agreement,
indenture, license, franchise, permit, concession, contract, lease or
other instrument, obligation or agreement of any kind (together,
"Contracts") to which each of the Stockholder and General Partner is a
---------
party or by which either the Stockholder or General Partner or any of
its respective assets or properties is bound.
(c) Approvals and Consents. Except for the filing and approval
----------------------
of a premerger notification report by the Stockholder under the Hart-
Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the
rules and regulations
2
<PAGE>
thereunder (the "HSR Act") with respect to the conversion of the
-------
Subject Shares required by Section 3(a), filings pursuant to Section
13(d) and 13(g) of the Securities Exchange Act of 1934, as amended,
and the filing of this Agreement with the Federal Communications
Commission (the "FCC") pursuant to Section 73.3613 of the FCC rules
and regulations, no consent, approval or action of, filing with or
notice to any Governmental or Regulatory Authority is necessary or
required for the execution and delivery of this Agreement by the
Stockholder or General Partner, the performance by the Stockholder or
General Partner of its respective obligations hereunder or the
consummation of the transactions contemplated hereby.
(d) Subject Shares. The Stockholder has good and marketable
--------------
title to the Subject Shares, free and clear of all liens, claims,
security interests, proxies, voting trusts or agreements,
understanding or arrangements or any other encumbrances whatsoever;
other than restrictions on transfer imposed by the registration
requirements of the Securities Act of 1933, as amended, and applicable
state securities laws. The Stockholder has the sole voting power and
sole power to issue instructions with respect to the matters set forth
in Section 3.
2. Representations and Warranties of the Parent. The Parent hereby
--------------------------------------------
represents and warrants to the Stockholder and General Partner as follows:
(a) Authority. The Parent is a corporation duly formed and is in
---------
good standing and existing under the laws of the State of Delaware.
The Parent has full power and authority to enter into this Agreement
and to perform its obligations hereunder and consummate the
transactions contemplated hereby. This Agreement has been duly and
validly authorized, executed and delivered by the Parent and
constitutes a legal, valid and binding obligation of the Parent
enforceable against the Parent in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the
enforcement of creditors' rights generally and by general equitable
principles (regardless of whether such enforceability is considered in
a proceeding in equity or law).
3. Covenants of the Stockholder and General Partner. Subject to
------------------------------------------------
Section 4, the Stockholder and General Partner hereby covenant and agree with
Parent as follows:
(a) Regulatory Filings; Conversion. As soon as practicable after
------------------------------
the date of this Agreement, the Stockholder shall (i) take all actions
necessary to make the filings required of the Stockholder or its
affiliates under the HSR Act in order for the Stockholder to convert
all of the Subject Shares into shares of Series A Common Stock
pursuant to the Company's certificate of incorporation, (ii) comply at
the earliest practicable date with any request for additional
information received by the Stockholder from the Federal Trade
Commission (the "FTC") or the Antitrust Division of the Department of
---
Justice (the "Antitrust Division") pursuant
------------------
3
<PAGE>
to the HSR Act and (iii) cooperate with the Company in connection with
its filings under the HSR Act and in connection with resolving any
investigation or other inquiry concerning such conversion commenced by
either the FTC, or the Antitrust Division or state attorneys general.
Upon the expiration or termination of the applicable waiting period
under the HSR Act, or as soon as practicable thereafter, the
Stockholder shall so convert the Subject Shares from Series C Common
Stock into Series A Common Stock.
(b) Vote for Merger. At any meeting of stockholders of the
---------------
Company called to vote upon the amendment to the Company's Certificate
of Incorporation set forth in the Merger Agreement, the Merger and the
Merger Agreement or at any adjournment thereof or in any other
circumstances upon which a vote, consent or other approval with
respect to such amendment to the Company's Certificate of
Incorporation, the Merger and the Merger Agreement is sought, the
Stockholder shall vote (or cause to be voted) the Subject Shares, and
any other voting securities of the Company, owned by Stockholder
whether issued heretofore or hereafter, that the Stockholder owns or
has the right to vote, in favor of such amendment to the Company's
Certificate of Incorporation, the Merger, the adoption by the Company
of the Merger Agreement and the approval of the terms thereof and each
of the other transactions contemplated by the Merger Agreement,
provided that the terms of the Merger Agreement shall not have been
amended to adversely affect the Stockholder.
(c) Vote Against Acquisition Proposals. At any meeting of
----------------------------------
stockholders of the Company or at any adjournment thereof or in any
other circumstances upon which the Stockholder's vote, consent or
other approval is sought, the Stockholder shall vote (or cause to be
voted) the Subject Shares, and any other voting securities of the
Company, owned by Stockholder whether issued heretofore or hereafter,
that the Stockholder owns or has the right to vote, except as
otherwise agreed in writing in advance by the Parent, against (i) any
proposal or offer with respect to any direct or indirect (A)
acquisition or purchase of fifteen percent (15%) or more of any
Company common stock outstanding, (B) acquisition or purchase of any
equity securities of any Material Subsidiary (as defined below), (C)
acquisition or purchase of all or any significant portion of the
assets of the Company or any Material Subsidiary, or (D) any merger,
consolidation, business combination, recapitalization, liquidation,
dissolution or similar transaction involving the Company or any of its
Material Subsidiaries (any such proposal or offer being hereinafter
referred to as an "Acquisition Proposal"), (ii) any change in the
--------------------
majority of the persons who constitute the Board of Directors of the
Company or (iii) any change in the present capitalization of the
Company or any amendment of the Company's certificate of incorporation
or by-laws or other proposal or transaction involving the Company or
any of its subsidiaries, which amendment or other proposal or
transaction would in any manner impede, frustrate, prevent or nullify
the amendment of the Company's Certificate of Incorporation set forth
in the Merger Agreement, the Merger, the Merger Agreement or any of
the other transactions contemplated by the Merger
4
<PAGE>
Agreement or which could result in any of the conditions to the
Parent's obligations under the Merger Agreement not being fulfilled.
For purposes of this Agreement, "Material Subsidiary" means any direct
-------------------
or indirect "Significant Subsidiary" of the Company as that term is
defined in Rule 405 of the rules and regulations promulgated under the
Securities Act of 1933, as amended, or any Subsidiary (as defined
below) of the Company that either owns or operates a television
broadcast station or a license, permit or other authorization required
by the Federal Communications Commission in connection with the
operation of its business. In addition, "Subsidiary" means any
----------
corporation or other organization whether incorporated or
unincorporated, of which more than fifty percent (50%) of either the
equity interest in, or voting control of, such corporation or other
organization is, directly or indirectly through Subsidiaries or
otherwise, beneficially owned by the Company.
(d) Transfers. Except as set forth in Section 3(g), the
---------
Stockholder agrees not to (i) sell, transfer, pledge, assign or
otherwise dispose of, or enter into any contract, option or other
arrangement with respect to the sale, transfer, pledge, assignment or
other disposition of, the Subject Shares to any person other than
pursuant to the Merger and the Merger Agreement or (ii) enter into any
voting arrangement, whether by proxy, voting arrangement, voting
agreement or otherwise with respect to the Subject Shares.
(e) Each certificate evidencing the Subject Shares shall bear a
legend as follows:
THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO
RESTRICTIONS ON TRANSFER AND VOTING CONTAINED IN A
VOTING AGREEMENT DATED AS OF MARCH 26, 1997, A COPY OF
WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE
COMPANY.
(f) No Solicitations. Neither the Stockholder, the General
----------------
Partner nor any of their respective officers, directors, employees,
agents, counsel, accountants, financial advisors, investment bankers,
consultants and other representatives (collectively,
"Representatives"), directly or indirectly, shall initiate, solicit,
---------------
encourage, accept or take any other action to facilitate, any
inquiries or the making of, or participate in any discussions or
negotiations regarding, any Acquisition Proposal. In the event that
the Stockholder, General Partner or any of their respective
Representatives receive from any person an Acquisition Proposal, the
Stockholder shall promptly advise, orally and in writing, such Person
of the terms of this Section 3(f), and shall promptly advise Parent of
such Acquisition Proposal and shall thereafter keep Parent reasonably
and promptly informed of all material facts and circumstances relating
to said Acquisition Proposal and the Stockholder's actions relating
thereto.
5
<PAGE>
(g) Permitted Transfers. Notwithstanding anything contained in
-------------------
this Agreement to the contrary, the Stockholder may distribute the
Subject Shares (but only if they shall have been converted
into shares of Series A Common Stock) to the partners of the
Stockholder following the Company Stockholder Approval.
4. Termination. The covenants and agreements of the Shareholder and
-----------
the General Partner contained in Section 3 shall terminate upon the earliest of
(i) the Effective Time (as defined in the Merger Agreement), or (ii) the
termination of the Merger Agreement in accordance with its terms.
5. General Provisions.
------------------
(a) Expenses. All costs and expenses incurred in connection with
--------
this Agreement and the transactions contemplated hereby shall be paid
by the party incurring such expense.
(b) Amendments. This Agreement may not be amended except by an
----------
instrument in writing signed by each of the parties hereto.
(c) Notice. All notices and requests and other communications
------
hereunder must be in writing and will be deemed to have been given
only if delivered personally or by facsimile transmission or mailed
(first class postage prepaid) to the parties at the following
addresses or facsimile numbers:
(i) if to Parent, to:
The Hearst Corporation
959 Eighth Avenue
New York, New York 10019
Telephone: (212) 649-2103
Facsimile: (212) 246-3630
Attention: Victor F. Ganzi, Esq.
with a copy to:
Rogers & Wells
200 Park Avenue
New York, New York 10166
Telephone: (212) 878-8000
Facsimile: (212) 878-8375
Attention: Steven A. Hobbs, Esq.
6
<PAGE>
(ii) if to the Stockholder or the General Partner, to
Television Investment Partners, L.P
200 Concord Plaza, Suite 700
San Antonio, Texas 78216
Telephone: (210) 828-1700
Facsimile: (210) 828-7300
Attention: Bob Marbut
with a copy to:
Locke Purnell Rain Harrell
2200 Ross Avenue, Suite 2200
Dallas, Texas 75201
Telephone: (214) 740-8000
Facsimile: (214) 740-8800
Attention: Guy Kerr, Esq.
All such notices, requests and other communications will (i) if
delivered personally to the address as provided in this Section, be
deemed given upon delivery, (ii) if delivered by facsimile
transmission to the facsimile number as provided in this Section, be
deemed given upon receipt, and (iii) if delivered by mail in the
manner described above to the address as provided in this Section, be
deemed given upon receipt (in each case regardless of whether such
notice, request or other communication is received by any other person
to whom a copy of such notice is to be delivered pursuant to this
Section). Any party from time to time may change its address,
facsimile number or other information for the purpose of notices to
that party by giving notice specifying such change to the other
parties hereto.
(d) Entire Agreement. This Agreement supersedes all prior
----------------
discussions and agreements among the parties hereto with respect to
the subject matter hereof, and contains the sole and entire agreement
among the parties hereto with respect to the subject matter hereof.
(e) No Third Party Beneficiary. The terms and provisions of this
--------------------------
Agreement are intended solely for the benefit of each party hereto and
their respective successors or permitted assigns, and it is not the
intention of the parties to confer third-party beneficiary rights upon
any other person.
(f) No Assignment; Binding Effect. Neither this Agreement nor
-----------------------------
any right, interest or obligation hereunder may be assigned by any
party hereto without the prior written consent of the other parties
hereto and any attempt to do so will be void. Subject to the
preceding sentence, this Agreement is binding upon, inures to the
benefit of and is enforceable by the parties hereto and their
respective successors and assigns.
7
<PAGE>
(g) Headings. The headings used in this Agreement have been
--------
inserted for convenience of reference only and do not define or limit
the provisions hereof.
(h) Severability. If any provision of this Agreement is held to
------------
be illegal, invalid or unenforceable under any present or future law,
and if the rights or obligations of any party hereto under this
Agreement will not be materially and adversely affected thereby, (i)
such provision will be fully severable, (ii) this Agreement will be
construed and enforced as if such illegal, invalid or unenforceable
provision had never comprised a part hereof, (iii) the remaining
provisions of this Agreement will remain in full force and effect and
will not be affected by the legal, invalid or unenforceable provision
or by its severance herefrom and (iv) in lieu of such illegal, invalid
or unenforceable provision, there will be added automatically as a
part of this Agreement a legal, valid and enforceable provision as
similar in terms to such illegal, invalid or unenforceable provision
as may be possible.
(i) 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.
(j) Counterparts. This Agreement may be executed in any number
------------
of counterparts, each of which will be deemed an original, but all of
which together will constitute one and the same instrument.
(k) Governing Law. This Agreement shall be governed by and
-------------
construed in accordance with the laws of the State of Delaware
applicable to a contract executed performed in such State without
giving effect to the conflicts of laws principles thereof.
6. Enforcement. The parties agree that irreparable damage would
-----------
occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached. It
is accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in any Federal court located in the
State of Delaware or in a Delaware state court, this being in addition to any
other remedy to which they are entitled at law or in equity. In addition, each
of the parties hereto (i) consents to submit such party to the personal
jurisdiction of any Federal court located in the State of Delaware or any
Delaware state court in the event any dispute arises out of this Agreement or
any of the transactions contemplated hereby, (ii) agrees that such party will
not attempt to deny or defeat such personal jurisdiction by motion or other
request for leave from any such court, (iii) agrees that such party will not
bring any action relating to this Agreement or any of the transactions
contemplated hereby in any court other than a Federal court sitting in the State
of Delaware or
8
<PAGE>
a Delaware state court and (iv) waives any right to trial by jury with respect
to any claim or proceeding related to or arising out of this Agreement or any of
the transactions contemplated hereby.
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
signed by its officer thereunto duly authorized as of the date first above
written.
THE HEARST CORPORATION
By: /s/ VICTOR F. GANZI
--------------------------------
Name: Victor F. Ganzi
Title: Executive Vice President
TELEVISION INVESTMENT PARTNERS, L.P.
By: Argyle Television Partners, L.P.
a Delaware limited partnership
By: Argyle Communications, Inc.
the sole general partner
By: /s/ DEAN H. BLYTHE
---------------------
Name: Dean H. Blythe
Title: Vice President
ARGYLE TELEVISION PARTNERS, L.P.
By: Argyle Communications, Inc.
the sole general partner
By: /s/ DEAN H. BLYTHE
---------------------------
Name: Dean H. Blythe
Title: Vice President
9
<PAGE>
EXHIBIT 7.3
VOTING AGREEMENT
This VOTING AGREEMENT dated as of March 26, 1997 is made and entered
into by and among The Hearst Corporation, a Delaware corporation ("Parent"),
------
Argyle Television Partners, L.P., a Delaware limited partnership (the
"Stockholder"), and Argyle Communications, Inc., a Texas corporation (the
- ------------
"General Partner").
- ----------------
WHEREAS, Parent, HAT Merger Sub, Inc. ("Merger Sub"), HAT Contribution
----------
Sub, Inc. ("Parent's Sub") and Argyle Television, Inc., a Delaware corporation
------------
(the "Company"), propose to enter into an Agreement and Plan of Merger of even
-------
date herewith (as the same may be amended or supplemented, the "Merger
------
Agreement") providing for the contributions of certain assets by Parent and
Parent's Sub to the Company and the merger of Merger Sub with and into the
Company (the "Merger");
------
WHEREAS, the Stockholder owns in the aggregate 36,000 shares of Series
B Common Stock, par value $0.01 per share, of the Company (the "Series B Common
---------------
Stock"); such shares of Series B Common Stock, as such shares may be adjusted by
- -----
any stock dividend, stock split, recapitalization, combination or exchange of
shares, merger, consolidation, reorganization or other change or transaction of
or by the Company, being referred to herein as the "Subject Shares";
--------------
WHEREAS, the General Partner is the sole general partner of the
Stockholder;
WHEREAS, the General Partner and the Stockholder have adopted a plan
of liquidation of the Stockholder (the "Liquidation Plan") providing for the
distribution of the Series B Common Stock to the partners of the Stockholder in
accordance with the terms of the Stockholder's Limited Partnership Agreement;
WHEREAS, although the Stockholder desires to effectuate the
Liquidation Plan as soon as practicable, as a condition to its willingness to
enter into the Merger Agreement, Parent has requested that the Stockholder enter
into this Agreement; and
WHEREAS, on behalf of the partners of the Stockholder, the General
Partner and the Stockholder have agreed that they will not effectuate the
Liquidation Plan until immediately after the Company Stockholder Approval (as
defined in the Merger Agreement);
NOW, THEREFORE, to induce Parent to enter into, and in consideration
of its entering into, the Merger Agreement, and in consideration of the mutual
covenants and agreements set forth in this Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
<PAGE>
1. Representations and Warranties of the Stockholder and General
-------------------------------------------------------------
Partner. The Stockholder and General Partner hereby represent and warrant to
- -------
Parent as follows:
(a) Authority. The Stockholder is a limited partnership duly
---------
formed and is in good standing and existing under the laws of the
State of Delaware. The General Partner is a corporation duly formed
and is in good standing and existing under the laws of the state of
Texas. Each of the Stockholder and General Partner has full power and
authority to enter into this Agreement and to perform its obligations
hereunder and consummate the transactions contemplated hereby. This
Agreement has been duly and validly authorized, executed and delivered
by each of the Stockholder and General Partner and constitutes a
legal, valid and binding obligation of each of the Stockholder and
General Partner enforceable against the Stockholder and General
Partner in accordance with its terms, except as enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting the enforcement of creditors' rights generally
and by general equitable principles (regardless of whether such
enforceability is considered in a proceeding in equity or law).
(b) Non-Contravention. The execution and delivery of this
-----------------
Agreement by each of the Stockholder and General Partner do not, and
the performance by each of the Stockholder and General Partner of its
obligations hereunder and the consummation of the transactions
contemplated hereby will not, conflict with, result in any violation
of, constitute (with or without notice or lapse of time or both) a
default under, result in or give to any person any right of payment or
reimbursement, termination, cancellation, modification or acceleration
of, or result in the creation or imposition of any lien upon any
assets or properties of the Stockholder under, any of the terms,
conditions or provisions of (i) the certificate of limited partnership
and agreement of limited partnership of each of the Stockholder and
General Partner, or (ii) subject to taking the action described in
paragraph (c) of this Section, (x) any statute, law, rule, regulation
or ordinance, or any judgment, decree, order, writ, permit or license,
of any court, tribunal, arbitrator, authority, agency, commission,
official or other instrumentality of the United States or any
domestic, state, county, city or other political subdivision (a
"Governmental or Regulatory Authority"), applicable to each of the
-------------------------------------
Stockholder and General Partner or any of its respective assets or
properties, or (y) any note, bond, mortgage, security agreement,
indenture, license, franchise, permit, concession, contract, lease or
other instrument, obligation or agreement of any kind (together,
"Contracts") to which each of the Stockholder and General Partner is a
----------
party or by which either the Stockholder or General Partner or any of
its respective assets or properties is bound.
(c) Approvals and Consents. Except for filings pursuant to
----------------------
Section 13(d) and 13(g) of the Securities Exchange Act of 1934, as
amended, and the filing of this Agreement with the Federal
Communications Commission (the "FCC") pursuant to Section 73.3613 of
the FCC rules and regulations, no consent, approval or action of,
filing with or notice to any Governmental or Regulatory
2
<PAGE>
Authority is necessary or required for the execution and delivery of
this Agreement by the Stockholder or General Partner, the performance
by the Stockholder or General Partner of its respective obligations
hereunder or the consummation of the transactions contemplated hereby.
(d) Subject Shares. The Stockholder has good and marketable
--------------
title to the Subject Shares, free and clear of all liens, claims,
security interests, proxies, voting trusts or agreements,
understanding or arrangements or any other encumbrances whatsoever;
other than restrictions on transfer imposed by the registration
requirements of the Securities Act of 1933, as amended, and applicable
state securities laws. The Stockholder has the sole voting power and
sole power to issue instructions with respect to the matters set forth
in Section 3.
2. Representations and Warranties of the Parent. The Parent hereby
--------------------------------------------
represents and warrants to the Stockholder and General Partner as follows:
(a) Authority. The Parent is a corporation duly formed and is in
---------
good standing and existing under the laws of the State of Delaware.
The Parent has full power and authority to enter into this Agreement
and to perform its obligations hereunder and consummate the
transactions contemplated hereby. This Agreement has been duly and
validly authorized, executed and delivered by the Parent and
constitutes a legal, valid and binding obligation of the Parent
enforceable against the Parent in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the
enforcement of creditors' rights generally and by general equitable
principles (regardless of whether such enforceability is considered in
a proceeding in equity or law).
3. Covenants of the Stockholder and General Partner. Subject to
------------------------------------------------
Section 4, the Stockholder and General Partner hereby covenant and agree with
Parent as follows:
(a) Vote for Merger. At any meeting of stockholders of the
---------------
Company called to vote upon the amendment to the Company's Certificate
of Incorporation set forth in the Merger Agreement, the Merger and the
Merger Agreement or at any adjournment thereof or in any other
circumstances upon which a vote, consent or other approval with
respect to such amendment to the Company's Certificate of
Incorporation, the Merger and the Merger Agreement is sought, the
Stockholder shall vote (or cause to be voted) the Subject Shares, and
any other voting securities of the Company, owned by Stockholder
whether issued heretofore or hereafter, that the Stockholder owns or
has the right to vote, in favor of such amendment to the Company's
Certificate of Incorporation, the Merger, the adoption by the Company
of the Merger Agreement and the approval of the terms thereof and each
of the other transactions contemplated by the Merger Agreement,
provided that the terms of the Merger Agreement shall not have been
amended to adversely affect the Stockholder.
3
<PAGE>
(b) Vote Against Acquisition Proposals. At any meeting of
----------------------------------
stockholders of the Company or at any adjournment thereof or in any
other circumstances upon which the Stockholder's vote, consent or
other approval is sought, the Stockholder shall vote (or cause to be
voted) the Subject Shares, and any other voting securities of the
Company, owned by Stockholder whether issued heretofore or hereafter,
that the Stockholder owns or has the right to vote, except as
otherwise agreed in writing in advance by the Parent, against (i) any
proposal or offer with respect to any direct or indirect (A)
acquisition or purchase of fifteen percent (15%) or more of any
Company common stock outstanding, (B) acquisition or purchase of any
equity securities of any Material Subsidiary (as defined below), (C)
acquisition or purchase of all or any significant portion of the
assets of the Company or any Material Subsidiary, or (D) any merger,
consolidation, business combination, recapitalization, liquidation,
dissolution or similar transaction involving the Company or any of its
Material Subsidiaries (any such proposal or offer being hereinafter
referred to as an "Acquisition Proposal"), (ii) any change in the
--------------------
majority of the persons who constitute the Board of Directors of the
Company or (iii) any change in the present capitalization of the
Company or any amendment of the Company's certificate of incorporation
or by-laws or other proposal or transaction involving the Company or
any of its subsidiaries, which change, amendment or other proposal or
transaction would in any manner impede, frustrate, prevent or nullify
the amendment of the Company's Certificate of Incorporation set forth
in the Merger Agreement, the Merger, the Merger Agreement or any of
the other transactions contemplated by the Merger Agreement or which
could result in any of the conditions to the Parent's obligations
under the Merger Agreement not being fulfilled. For purposes of this
Agreement, "Material Subsidiary" means any direct or indirect
-------------------
"Significant Subsidiary" of the Company as that term is defined in
Rule 405 of the rules and regulations promulgated under the Securities
Act of 1933, as amended, or any Subsidiary (as defined below) of the
Company that either owns or operates a television broadcast station or
a license, permit or other authorization required by the Federal
Communications Commission in connection with the operation of its
business. In addition, "Subsidiary" means any corporation or other
----------
organization whether incorporated or unincorporated, of which more
than fifty percent (50%) of either the equity interest in, or voting
control of, such corporation or other organization is, directly or
indirectly through Subsidiaries or otherwise, beneficially owned by
the Company.
(c) Transfers. Except as provided in Section 3(f), the
---------
Stockholder agrees not to (i) sell, transfer, pledge, assign or
otherwise dispose of, or enter into any contract, option or other
arrangement with respect to the sale, transfer, pledge, assignment or
other disposition of, the Subject Shares to any person other than
pursuant to the amendment of the Company's Certificate of
Incorporation set forth in the Merger Agreement, the Merger and the
Merger Agreement or (ii) enter into any voting arrangement, whether by
proxy, voting arrangement, voting agreement or otherwise with respect
to the Subject Shares.
4
<PAGE>
(d) Each certificate evidencing the Subject Shares shall bear a
legend as follows:
THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO
RESTRICTIONS ON TRANSFER AND VOTING CONTAINED IN A
VOTING AGREEMENT DATED AS OF MARCH 26, 1997, A COPY OF
WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE
COMPANY.
(e) No Solicitations. Neither the Stockholder, the General
----------------
Partner nor any of their respective officers, directors, employees,
agents, counsel, accountants, financial advisors, investment bankers,
consultants and other representatives (collectively,
"Representatives"), directly or indirectly, shall initiate, solicit,
---------------
encourage, accept or take any other action knowingly to facilitate,
any inquiries or the making of, or participate in any discussions or
negotiations regarding, any Acquisition Proposal. In the event that
the Stockholder, the General Partner or any of their respective
Representatives receives from any person an Acquisition Proposal, the
Stockholder shall promptly advise, orally and in writing, such Person
of the terms of this Section 3(e), and shall promptly advise Parent of
such Acquisition Proposal and shall thereafter keep Parent reasonably
and promptly informed of all material facts and circumstances relating
to said Acquisition Proposal and the Stockholder's actions relating
thereto.
(f) Permitted Transfers. Notwithstanding anything contained in this
-------------------
Agreement to the contrary, the Stockholder may distribute the Subject
Shares to Permitted Transferees (as such term is defined in the
Company's Amended and Restated Certificate of Incorporation) following
the Company Stockholder Approval; provided, however, that (i) as a
result of such transfer there shall remain outstanding at least one
Subject Share, which shall continue to represent a share of Series B
Common Stock and be held by a Permitted Transferee (ii) such shares
may not be further transferred by such Permitted Transferee(s) and any
certificates issued to such Permitted Transferee(s) shall contain a
legend referencing this Agreement as set forth in Section 3(d) and
(iii) as a condition to such transfer, the Stockholder shall cause
each such Permitted Transferee to execute and deliver to the Parent a
Joinder Agreement in the form attached hereto as Exhibit A, pursuant
to which each such Transferee shall agree to be bound by all the
provisions hereof other than Section 3(a), Section 3(b) and clause
(ii) of Section 3(c).
4. Termination. The covenants and agreements of the Stockholder and
-----------
General Partner contained in Section 3 shall terminate upon the earliest of (i)
the Effective Time (as defined in the Merger Agreement), or (ii) the termination
of the Merger Agreement in accordance with its terms.
5
<PAGE>
5. General Provisions.
------------------
(a) Expenses. All costs and expenses incurred in connection with
--------
this Agreement and the transactions contemplated hereby shall be paid
by the party incurring such expense.
(b) Amendments. This Agreement may not be amended except by an
----------
instrument in writing signed by each of the parties hereto.
(c) Notice. All notices and requests and other communications
------
hereunder must be in writing and will be deemed to have been given
only if delivered personally or by facsimile transmission or mailed
(first class postage prepaid) to the parties at the following
addresses or facsimile numbers:
(i) if to Parent, to:
The Hearst Corporation
959 Eighth Avenue
New York, New York 10019
Telephone: (212) 649-2103
Facsimile: (212) 246-3630
Attention: Victor F. Ganzi, Esq.
with a copy to:
Rogers & Wells
200 Park Avenue
New York, New York 10166
Telephone: (212) 878-8000
Facsimile: (212) 878-8375
Attention: Steven A. Hobbs, Esq.
(ii) if to the Stockholder or the General Partner, to
Argyle Television Investors, L.P.
200 Concord Plaza, Suite 700
San Antonio, Texas 78216
Telephone: (210) 828-1700
Facsimile: (210) 828-7300
Attention: Bob Marbut
6
<PAGE>
with a copy to:
Locke Purnell Rain Harrell
2200 Ross Avenue, Suite 2200
Dallas, Texas 75201
Telephone: (214) 740-8000
Facsimile: (214) 740-8800
Attention: Guy Kerr, Esq.
All such notices, requests and other communications will (i) if
delivered personally to the address as provided in this Section, be
deemed given upon delivery, (ii) if delivered by facsimile
transmission to the facsimile number as provided in this Section, be
deemed given upon receipt, and (iii) if delivered by mail in the
manner described above to the address as provided in this Section, be
deemed given upon receipt (in each case regardless of whether such
notice, request or other communication is received by any other person
to whom a copy of such notice is to be delivered pursuant to this
Section). Any party from time to time may change its address,
facsimile number or other information for the purpose of notices to
that party by giving notice specifying such change to the other
parties hereto.
(d) Entire Agreement. This Agreement supersedes all prior
----------------
discussions and agreements among the parties hereto with respect to
the subject matter hereof, and contains the sole and entire agreement
among the parties hereto with respect to the subject matter hereof.
(e) No Third Party Beneficiary. The terms and provisions of this
--------------------------
Agreement are intended solely for the benefit of each party hereto and
their respective successors or permitted assigns, and it is not the
intention of the parties to confer third-party beneficiary rights upon
any other person.
(f) No Assignment; Binding Effect. Neither this Agreement nor
-----------------------------
any right, interest or obligation hereunder may be assigned by any
party hereto without the prior written consent of the other parties
hereto and any attempt to do so will be void. Subject to the
preceding sentence, this Agreement is binding upon, inures to the
benefit of and is enforceable by the parties hereto and their
respective successors and assigns.
(g) Headings. The headings used in this Agreement have been
--------
inserted for convenience of reference only and do not define or limit
the provisions hereof.
(h) Severability. If any provision of this Agreement is held to
------------
be illegal, invalid or unenforceable under any present or future law,
and if the rights or obligations of any party hereto under this
Agreement will not be materially and adversely affected thereby, (i)
such provision will be fully severable, (ii) this Agreement will
construed and enforced as if such illegal, invalid or
7
<PAGE>
unenforceable provision had never comprised a part hereof, (iii) the
remaining provisions of this Agreement will remain in full force and
effect and will not be affected by the legal, invalid or unenforceable
provision or by its severance herefrom and (iv) in lieu of such
illegal, invalid or unenforceable provision, there will be added
automatically as a part of this Agreement a legal, valid and
enforceable provision as similar in terms to such illegal, invalid or
unenforceable provision as may be possible.
(i) 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.
(j) Counterparts. This Agreement may be executed in any number
------------
of counterparts, each of which will be deemed an original, but all of
which together will constitute one and the same instrument.
(k) Governing Law. This Agreement shall be governed by and
-------------
construed in accordance with the laws of the State of Delaware
applicable to a contract executed performed in such State without
giving effect to the conflicts of laws principles thereof.
6. Enforcement. The parties agree that irreparable damage would
-----------
occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached.
It is accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in any Federal court located in the
State of Delaware or in a Delaware state court, this being in addition to any
other remedy to which they are entitled at law or in equity. In addition, each
of the parties hereto (i) consents to submit such party to the personal
jurisdiction of any Federal court located in the State of Delaware or any
Delaware state court in the event any dispute arises out of this Agreement or
any of the transactions contemplated hereby, (ii) agrees that such party will
not attempt to deny or defeat such personal jurisdiction by motion or other
request for leave from any such court, (iii) agrees that such party will not
bring any action relating to this Agreement or any of the transactions
contemplated hereby in any court other than a Federal court sitting in the State
of Delaware or a Delaware state court and (iv) waives any right to trial by jury
with respect to any claim or proceeding related to or arising out of this
Agreement or any of the transactions contemplated hereby.
8
<PAGE>
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
signed by its officer or representative thereunto duly authorized as of the date
first above written.
THE HEARST CORPORATION
By: /s/ VICTOR F. GANZI
------------------------------------
Name: Victor F. Ganzi
Title: Executive Vice President
ARGYLE TELEVISION PARTNERS, L.P.
By: Argyle Communications, Inc.
the sole general partner
By: /s/ DEAN H. BLYTHE
------------------------
Name: Dean H. Blythe
Title: Vice President
ARGYLE COMMUNICATIONS, INC.
By: /s/ DEAN H. BLYTHE
----------------------------------
Name: Dean H. Blythe
Title: Vice President
9
<PAGE>
EXHIBIT A
[Form of Joinder Agreement]
A-1
<PAGE>
EXHIBIT 7.4
VOTING AGREEMENT
This VOTING AGREEMENT dated as of March 26, 1997 is made and entered
into by and between The Hearst Corporation, a Delaware corporation ("Parent"),
------
and Argyle Foundation (the "Stockholder").
-----------
WHEREAS, Parent, HAT Merger Sub, Inc. ("Merger Sub"), HAT Contribution
----------
Sub, Inc. ("Parent's Sub") and Argyle Television, Inc., a Delaware corporation
------------
(the "Company"), propose to enter into an Agreement and Plan of Merger of even
-------
date herewith (as the same may be amended or supplemented, the "Merger
------
Agreement") providing for the contributions of certain assets by Parent and
Parent's Sub to the Company and the merger of Merger Sub with and into the
Company (the "Merger");
------
WHEREAS, the Stockholder owns in the aggregate 99,000 shares of Series
A Common Stock, par value $0.01 per share, of the Company (the "Series A Common
---------------
Stock"); such shares of Series A Common Stock, as such shares may be adjusted by
- -----
any stock dividend, stock split, recapitalization, combination or exchange of
shares, merger, consolidation, reorganization or other change or transaction of
or by the Company, being referred to herein as the "Subject Shares"; and
--------------
WHEREAS, as a condition to its willingness to enter into the Merger
Agreement, Parent has requested that the Stockholder enter into this Agreement;
NOW, THEREFORE, to induce Parent to enter into, and in consideration
of its entering into, the Merger Agreement, and in consideration of the mutual
covenants and agreements set forth in this Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Representations and Warranties of the Stockholder. The
-------------------------------------------------
Stockholder hereby represents and warrants to Parent as follows:
(a) Authority. The Stockholder has full power and authority to
---------
enter into this Agreement and to perform its obligations hereunder and
consummate the transactions contemplated hereby. This Agreement has
been duly and validly authorized, executed and delivered by the
Stockholder and constitutes a legal, valid and binding obligation of
the Stockholder enforceable against the Stockholder in accordance with
its terms, except as enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting
the enforcement of creditors' rights generally and by general
equitable principles (regardless of whether such enforceability is
considered in a proceeding in equity or law).
<PAGE>
(b) Non-Contravention. The execution and delivery of this
-----------------
Agreement by the Stockholder does not, and the performance by the
Stockholder of its obligations hereunder and the consummation of the
transactions contemplated hereby will not, conflict with, result in
any violation of, constitute (with or without notice or lapse of time
or both) a default under, result in or give to any person any right of
payment or reimbursement, termination, cancellation, modification or
acceleration of, or result in the creation or imposition of any lien
upon any assets or properties of the Stockholder under, any of the
terms, conditions or provisions of (i) any statute, law, rule,
regulation or ordinance, or any judgment, decree, order, writ, permit
or license, of any court, tribunal, arbitrator, authority, agency,
commission, official or other instrumentality of the United States or
any domestic, state, county, city or other political subdivision (a
"Governmental or Regulatory Authority"), applicable to the Stockholder
-------------------------------------
or any of its assets or properties, or (ii) any note, bond, mortgage,
security agreement, indenture, license, franchise, permit, concession,
contract, lease or other instrument, obligation or agreement of any
kind (together, "Contracts") to which the Stockholder is a party or by
---------
which the Stockholder or any of its respective assets or properties is
bound.
(c) Approvals and Consents. Except for the filing of this
----------------------
Agreement with the Federal Communications Commission (the "FCC")
pursuant to Section 73.3613 of the FCC rules and regulations, no
consent, approval or action of, filing with or notice to any
Governmental or Regulatory Authority is necessary or required for the
execution and delivery of this Agreement by the Stockholder, the
performance by the Stockholder of its obligations hereunder or the
consummation of the transactions contemplated hereby.
(d) Subject Shares. The Stockholder has good and marketable
--------------
title to the Subject Shares, free and clear of all liens, claims,
security interests, proxies, voting trusts or agreements,
understanding or arrangements or any other encumbrances whatsoever;
other than restrictions on transfer imposed by the registration
requirements of the Securities Act of 1933, as amended, and applicable
state securities laws. The Stockholder has the sole voting power and
sole power to issue instructions with respect to the matters set forth
in Section 3.
2. Representations and Warranties of the Parent. The Parent hereby
--------------------------------------------
represents and warrants to the Stockholder as follows:
(a) Authority. The Parent is a corporation duly formed and is
---------
in good standing and existing under the laws of the State of Delaware.
The Parent has full power and authority to enter into this Agreement
and to perform its obligations hereunder and consummate the
transactions contemplated hereby. This Agreement has been duly and
validly authorized, executed and delivered by the Parent and
constitutes a legal, valid and binding obligation of the Parent
enforceable against the Parent in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the
enforcement of creditors' rights generally and by general equitable
2
<PAGE>
principles (regardless of whether such enforceability is considered in
a proceeding in equity or law).
3. Covenants of the Stockholder. Subject to Section 4, the
----------------------------
Stockholder hereby covenants and agrees with Parent as follows:
(a) Vote for Merger. At any meeting of stockholders of the
---------------
Company called to vote upon the amendment to the Company's Certificate
of Incorporation set forth in the Merger Agreement, the Merger and the
Merger Agreement or at any adjournment thereof or in any other
circumstances upon which a vote, consent or other approval with
respect to such amendment to the Company's Certificate of
Incorporation, the Merger and the Merger Agreement is sought, the
Stockholder shall vote (or cause to be voted) the Subject Shares, and
any other voting securities of the Company, owned by Stockholder
whether issued heretofore or hereafter, that the Stockholder owns or
has the right to vote, in favor of such amendment to the Company's
Certificate of Incorporation, the Merger, the adoption by the Company
of the Merger Agreement and the approval of the terms thereof and each
of the other transactions contemplated by the Merger Agreement,
provided that the terms of the Merger Agreement shall not have been
amended to adversely affect the Stockholder.
(b) Vote Against Acquisition Proposals. At any meeting of
----------------------------------
stockholders of the Company or at any adjournment thereof or in any
other circumstances upon which the Stockholder's vote, consent or
other approval is sought, the Stockholder shall vote (or cause to be
voted) the Subject Shares, and any other voting securities of the
Company, owned by Stockholder whether issued heretofore or hereafter,
that the Stockholder owns or has the right to vote, except as
otherwise agreed in writing in advance by the Parent, against (i) any
proposal or offer with respect to any direct or indirect (A)
acquisition or purchase of fifteen percent (15%) or more of any
Company common stock outstanding, (B) acquisition or purchase of any
equity securities of any Material Subsidiary (as defined below), (C)
acquisition or purchase of all or any significant portion of the
assets of the Company or any Material Subsidiary, or (D) any merger,
consolidation, business combination, recapitalization, liquidation,
dissolution or similar transaction involving the Company or any of its
Material Subsidiaries (any such proposal or offer being hereinafter
referred to as an "Acquisition Proposal"), (ii) any change in the
--------------------
majority of the persons who constitute the Board of Directors of the
Company or (iii) any change in the present capitalization of the
Company or any amendment of the Company's certificate of incorporation
or by-laws or other proposal or transaction involving the Company or
any of its subsidiaries, which change, amendment or other proposal or
transaction would in any manner impede, frustrate, prevent or nullify
the amendment of the Company's Certificate of Incorporation set forth
in the Merger Agreement, the Merger, the Merger Agreement or any of
the other transactions contemplated by the Merger Agreement or which
could result in any of the conditions to the Parent's obligations
under the Merger Agreement not being fulfilled. For purposes of this
3
<PAGE>
Agreement, "Material Subsidiary" means any direct or indirect
-------------------
"Significant Subsidiary" of the Company as that term is defined in
Rule 405 of the rules and regulations promulgated under the Securities
Act of 1933, as amended, or any Subsidiary (as defined below) of the
Company that either owns or operates a television broadcast station or
a license, permit or other authorization required by the Federal
Communications Commission in connection with the operation of its
business. In addition, "Subsidiary" means any corporation or other
----------
organization whether incorporated or unincorporated, of which more
than fifty percent (50%) of either the equity interest in, or voting
control of, such corporation or other organization is, directly or
indirectly through Subsidiaries or otherwise, beneficially owned by
the Company.
(c) Transfers. The Stockholder agrees not to (i) sell,
---------
transfer, pledge, assign or otherwise dispose of, or enter into any
contract, option or other arrangement with respect to the sale,
transfer, pledge, assignment or other disposition of, the Subject
Shares to any person other than pursuant to the amendment of the
Company's Certificate of Incorporation set forth in the Merger
Agreement, the Merger and the Merger Agreement or (ii) enter into any
voting arrangement, whether by proxy, voting arrangement, voting
agreement or otherwise with respect to the Subject Shares.
(d) No Solicitations. The Stockholder shall not, directly or
----------------
indirectly, initiate, solicit, encourage, accept or take any other
action knowingly to facilitate, any inquiries or the making of, or
participate in any discussions or negotiations regarding, any
Acquisition Proposal. In the event that the Stockholder receives from
any person an Acquisition Proposal, the Stockholder shall promptly
advise, orally and in writing, such person of the terms of this
Section 3(d), and shall promptly advise Parent of such Acquisition
Proposal and shall thereafter keep Parent reasonably and promptly
informed of all material facts and circumstances relating to said
Acquisition Proposal and the Stockholder's actions relating thereto.
4. Termination. The covenants and agreements of the Stockholder
-----------
contained in Section 3 shall terminate upon the earliest of (i) the Effective
Time (as defined in the Merger Agreement), or (ii) the termination of the Merger
Agreement in accordance with its terms.
5. General Provisions.
------------------
(a) Expenses. All costs and expenses incurred in connection
--------
with this Agreement and the transactions contemplated hereby shall be
paid by the party incurring such expense.
(b) Amendments. This Agreement may not be amended except by an
----------
instrument in writing signed by each of the parties hereto.
(c) Notice. All notices and requests and other communications
------
hereunder must be in writing and will be deemed to have been given
only if
4
<PAGE>
delivered personally or by facsimile transmission or mailed (first
class postage prepaid) to the parties at the following addresses or
facsimile numbers:
(i) if to Parent, to:
The Hearst Corporation
959 Eighth Avenue
New York, New York 10019
Telephone: (212) 649-2103
Facsimile: (212) 246-3630
Attention: Victor F. Ganzi, Esq.
with a copy to:
Rogers & Wells
200 Park Avenue
New York, New York 10166
Telephone: (212) 878-8000
Facsimile: (212) 878-8375
Attention: Steven A. Hobbs, Esq.
(ii) if to the Stockholder, to
Argyle Foundation
200 Concord Plaza, Suite 700
San Antonio, Texas 78216
Telephone: (210) 828-1700
Facsimile: (210) 828-7300
Attention: Bob Marbut
with a copy to:
Locke Purnell Rain Harrell
2200 Ross Avenue, Suite 2200
Dallas, Texas 75201
Telephone: (214) 740-8000
Facsimile: (214) 740-8800
Attention: Guy Kerr, Esq.
All such notices, requests and other communications will (i) if
delivered personally to the address as provided in this Section, be
deemed given upon delivery, (ii) if delivered by facsimile
transmission to the facsimile number as provided in this Section, be
deemed given upon receipt, and (iii) if delivered by mail in the
manner described above to the address as provided in this Section, be
deemed given upon receipt (in each case regardless of whether such
notice, request or other communication is received by any other person
to whom a copy
5
<PAGE>
of such notice is to be delivered pursuant to this Section). Any party
from time to time may change its address, facsimile number or other
information for the purpose of notices to that party by giving notice
specifying such change to the other parties hereto.
(d) Entire Agreement. This Agreement supersedes all prior
----------------
discussions and agreements among the parties hereto with respect to
the subject matter hereof, and contains the sole and entire agreement
among the parties hereto with respect to the subject matter hereof.
(e) No Third Party Beneficiary. The terms and provisions of
--------------------------
this Agreement are intended solely for the benefit of each party
hereto and their respective successors or permitted assigns, and it is
not the intention of the parties to confer third-party beneficiary
rights upon any other person.
(f) No Assignment; Binding Effect. Neither this Agreement nor
-----------------------------
any right, interest or obligation hereunder may be assigned by any
party hereto without the prior written consent of the other parties
hereto and any attempt to do so will be void. Subject to the
preceding sentence, this Agreement is binding upon, inures to the
benefit of and is enforceable by the parties hereto and their
respective successors and assigns.
(g) Headings. The headings used in this Agreement have been
--------
inserted for convenience of reference only and do not define or limit
the provisions hereof.
(h) Severability. If any provision of this Agreement is held to
------------
be illegal, invalid or unenforceable under any present or future law,
and if the rights or obligations of any party hereto under this
Agreement will not be materially and adversely affected thereby, (i)
such provision will be fully severable, (ii) this Agreement will be
construed and enforced as if such illegal, invalid or unenforceable
provision had never comprised a part hereof, (iii) the remaining
provisions of this Agreement will remain in full force and effect and
will not be affected by the legal, invalid or unenforceable provision
or by its severance herefrom and (iv) in lieu of such illegal, invalid
or unenforceable provision, there will be added automatically as a
part of this Agreement a legal, valid and enforceable provision as
similar in terms to such illegal, invalid or unenforceable provision
as may be possible.
(i) 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.
6
<PAGE>
(j) Counterparts. This Agreement may be executed in any number
------------
of counterparts, each of which will be deemed an original, but all of
which together will constitute one and the same instrument.
(k) Governing Law. This Agreement shall be governed by and
-------------
construed in accordance with the laws of the State of Delaware
applicable to a contract executed performed in such State without
giving effect to the conflicts of laws principles thereof.
6. Enforcement. The parties agree that irreparable damage would
-----------
occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached.
It is accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in any Federal court located in the
State of Delaware or in a Delaware state court, this being in addition to any
other remedy to which they are entitled at law or in equity. In addition, each
of the parties hereto (i) consents to submit such party to the personal
jurisdiction of any Federal court located in the State of Delaware or any
Delaware state court in the event any dispute arises out of this Agreement or
any of the transactions contemplated hereby, (ii) agrees that such party will
not attempt to deny or defeat such personal jurisdiction by motion or other
request for leave from any such court, (iii) agrees that such party will not
bring any action relating to this Agreement or any of the transactions
contemplated hereby in any court other than a Federal court sitting in the State
of Delaware or a Delaware state court and (iv) waives any right to trial by jury
with respect to any claim or proceeding related to or arising out of this
Agreement or any of the transactions contemplated hereby.
7
<PAGE>
IN WITNESS WHEREOF, each party hereto has signed this Agreement or
caused this Agreement to be signed by its officer or representative thereunto
duly authorized as of the date first above written.
THE HEARST CORPORATION
By: /s/ VICTOR F. GANZI
--------------------------------
Name: Victor F. Ganzi
Title: Executive Vice President
ARGYLE FOUNDATION
By: /s/ BOB MARBUT
---------------------------------
Name: Bob Marbut
Title: Director
8
<PAGE>
EXHIBIT 7.5
VOTING AGREEMENT
This VOTING AGREEMENT dated as of March 26, 1997 is made and entered
into by and between The Hearst Corporation, a Delaware corporation ("Parent"),
------
and Skylark Foundation (the "Stockholder").
-----------
WHEREAS, Parent, HAT Merger Sub, Inc. ("Merger Sub"), HAT Contribution
----------
Sub, Inc. ("Parent's Sub") and Argyle Television, Inc., a Delaware corporation
------------
(the "Company"), propose to enter into an Agreement and Plan of Merger of even
-------
date herewith (as the same may be amended or supplemented, the "Merger
------
Agreement") providing for the contributions of certain assets by Parent and
Parent's Sub to the Company and the merger of Merger Sub with and into the
Company (the "Merger");
------
WHEREAS, the Stockholder owns in the aggregate 65,000 shares of Series
A Common Stock, par value $0.01 per share, of the Company (the "Series A Common
---------------
Stock"); such shares of Series A Common Stock, as such shares may be adjusted by
- -----
any stock dividend, stock split, recapitalization, combination or exchange of
shares, merger, consolidation, reorganization or other change or transaction of
or by the Company, being referred to herein as the "Subject Shares"; and
--------------
WHEREAS, as a condition to its willingness to enter into the Merger
Agreement, Parent has requested that the Stockholder enter into this Agreement;
NOW, THEREFORE, to induce Parent to enter into, and in consideration
of its entering into, the Merger Agreement, and in consideration of the mutual
covenants and agreements set forth in this Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Representations and Warranties of the Stockholder. The
-------------------------------------------------
Stockholder hereby represents and warrants to Parent as follows:
(a) Authority. The Stockholder has full power and authority to
---------
enter into this Agreement and to perform its obligations hereunder and
consummate the transactions contemplated hereby. This Agreement has
been duly and validly authorized, executed and delivered by the
Stockholder and constitutes a legal, valid and binding obligation of
the Stockholder enforceable against the Stockholder in accordance with
its terms, except as enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting
the enforcement of creditors' rights generally and by general
equitable principles (regardless of whether such enforceability is
considered in a proceeding in equity or law).
<PAGE>
(b) Non-Contravention. The execution and delivery of this
-----------------
Agreement by the Stockholder does not, and the performance by the
Stockholder of its obligations hereunder and the consummation of the
transactions contemplated hereby will not, conflict with, result in
any violation of, constitute (with or without notice or lapse of time
or both) a default under, result in or give to any person any right of
payment or reimbursement, termination, cancellation, modification or
acceleration of, or result in the creation or imposition of any lien
upon any assets or properties of the Stockholder under, any of the
terms, conditions or provisions of (i) any statute, law, rule,
regulation or ordinance, or any judgment, decree, order, writ, permit
or license, of any court, tribunal, arbitrator, authority, agency,
commission, official or other instrumentality of the United States or
any domestic, state, county, city or other political subdivision (a
"Governmental or Regulatory Authority"), applicable to the Stockholder
------------------------------------
or any of its assets or properties, or (ii) any note, bond, mortgage,
security agreement, indenture, license, franchise, permit, concession,
contract, lease or other instrument, obligation or agreement of any
kind (together, "Contracts") to which the Stockholder is a party or by
---------
which the Stockholder or any of its respective assets or properties is
bound.
(c) Approvals and Consents. Except for the filing of this
----------------------
Agreement with the Federal Communications Commission (the "FCC")
pursuant to Section 73.3613 of the FCC rules and regulations, no
consent, approval or action of, filing with or notice to any
Governmental or Regulatory Authority is necessary or required for the
execution and delivery of this Agreement by the Stockholder, the
performance by the Stockholder of its obligations hereunder or the
consummation of the transactions contemplated hereby.
(d) Subject Shares. The Stockholder has good and marketable
--------------
title to the Subject Shares, free and clear of all liens, claims,
security interests, proxies, voting trusts or agreements,
understanding or arrangements or any other encumbrances whatsoever;
other than restrictions on transfer imposed by the registration
requirements of the Securities Act of 1933, as amended, and applicable
state securities laws. The Stockholder has the sole voting power and
sole power to issue instructions with respect to the matters set forth
in Section 3.
2. Representations and Warranties of the Parent. The Parent hereby
--------------------------------------------
represents and warrants to the Stockholder as follows:
(a) Authority. The Parent is a corporation duly formed and is
---------
in good standing and existing under the laws of the State of Delaware.
The Parent has full power and authority to enter into this Agreement
and to perform its obligations hereunder and consummate the
transactions contemplated hereby. This Agreement has been duly and
validly authorized, executed and delivered by the Parent and
constitutes a legal, valid and binding obligation of the Parent
enforceable against the Parent in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the
enforcement of creditors' rights generally and by general equitable
2
<PAGE>
principles (regardless of whether such enforceability is considered in
a proceeding in equity or law).
3. Covenants of the Stockholder. Subject to Section 4, the
----------------------------
Stockholder hereby covenants and agrees with Parent as follows:
(a) Vote for Merger. At any meeting of stockholders of the
---------------
Company called to vote upon the amendment to the Company's Certificate
of Incorporation set forth in the Merger Agreement, the Merger and the
Merger Agreement or at any adjournment thereof or in any other
circumstances upon which a vote, consent or other approval with
respect to such amendment to the Company's Certificate of
Incorporation, the Merger and the Merger Agreement is sought, the
Stockholder shall vote (or cause to be voted) the Subject Shares, and
any other voting securities of the Company, owned by Stockholder
whether issued heretofore or hereafter, that the Stockholder owns or
has the right to vote, in favor of such amendment to the Company's
Certificate of Incorporation, the Merger, the adoption by the Company
of the Merger Agreement and the approval of the terms thereof and each
of the other transactions contemplated by the Merger Agreement,
provided that the terms of the Merger Agreement shall not have been
amended to adversely affect the Stockholder.
(b) Vote Against Acquisition Proposals. At any meeting of
----------------------------------
stockholders of the Company or at any adjournment thereof or in any
other circumstances upon which the Stockholder's vote, consent or
other approval is sought, the Stockholder shall vote (or cause to be
voted) the Subject Shares, and any other voting securities of the
Company, owned by Stockholder whether issued heretofore or hereafter,
that the Stockholder owns or has the right to vote, except as
otherwise agreed in writing in advance by the Parent, against (i) any
proposal or offer with respect to any direct or indirect (A)
acquisition or purchase of fifteen percent (15%) or more of any
Company common stock outstanding, (B) acquisition or purchase of any
equity securities of any Material Subsidiary (as defined below), (C)
acquisition or purchase of all or any significant portion of the
assets of the Company or any Material Subsidiary, or (D) any merger,
consolidation, business combination, recapitalization, liquidation,
dissolution or similar transaction involving the Company or any of its
Material Subsidiaries (any such proposal or offer being hereinafter
referred to as an "Acquisition Proposal"), (ii) any change in the
--------------------
majority of the persons who constitute the Board of Directors of the
Company or (iii) any change in the present capitalization of the
Company or any amendment of the Company's certificate of incorporation
or by-laws or other proposal or transaction involving the Company or
any of its subsidiaries, which change, amendment or other proposal or
transaction would in any manner impede, frustrate, prevent or nullify
the amendment of the Company's Certificate of Incorporation set forth
in the Merger Agreement, the Merger, the Merger Agreement or any of
the other transactions contemplated by the Merger Agreement or which
could result in any of the conditions to the Parent's obligations
under the Merger Agreement not being fulfilled. For purposes of this
3
<PAGE>
Agreement, "Material Subsidiary" means any direct or indirect
-------------------
"Significant Subsidiary" of the Company as that term is defined in
Rule 405 of the rules and regulations promulgated under the Securities
Act of 1933, as amended, or any Subsidiary (as defined below) of the
Company that either owns or operates a television broadcast station or
a license, permit or other authorization required by the Federal
Communications Commission in connection with the operation of its
business. In addition, "Subsidiary" means any corporation or other
----------
organization whether incorporated or unincorporated, of which more
than fifty percent (50%) of either the equity interest in, or voting
control of, such corporation or other organization is, directly or
indirectly through Subsidiaries or otherwise, beneficially owned by
the Company.
(c) Transfers. The Stockholder agrees not to (i) sell,
---------
transfer, pledge, assign or otherwise dispose of, or enter into any
contract, option or other arrangement with respect to the sale,
transfer, pledge, assignment or other disposition of, the Subject
Shares to any person other than pursuant to the amendment of the
Company's Certificate of Incorporation set forth in the Merger
Agreement, the Merger and the Merger Agreement or (ii) enter into any
voting arrangement, whether by proxy, voting arrangement, voting
agreement or otherwise with respect to the Subject Shares.
(d) No Solicitations. The Stockholder shall not, directly or
----------------
indirectly, initiate, solicit, encourage, accept or take any other
action knowingly to facilitate, any inquiries or the making of, or
participate in any discussions or negotiations regarding, any
Acquisition Proposal. In the event that the Stockholder receives from
any person an Acquisition Proposal, the Stockholder shall promptly
advise, orally and in writing, such person of the terms of this
Section 3(d), and shall promptly advise Parent of such Acquisition
Proposal and shall thereafter keep Parent reasonably and promptly
informed of all material facts and circumstances relating to said
Acquisition Proposal and the Stockholder's actions relating thereto.
4. Termination. The covenants and agreements of the Stockholder
-----------
contained in Section 3 shall terminate upon the earliest of (i) the Effective
Time (as defined in the Merger Agreement), or (ii) the termination of the Merger
Agreement in accordance with its terms.
5. General Provisions.
------------------
(a) Expenses. All costs and expenses incurred in connection
--------
with this Agreement and the transactions contemplated hereby shall be
paid by the party incurring such expense.
(b) Amendments. This Agreement may not be amended except by an
----------
instrument in writing signed by each of the parties hereto.
(c) Notice. All notices and requests and other communications
------
hereunder must be in writing and will be deemed to have been given
only if
4
<PAGE>
delivered personally or by facsimile transmission or mailed
(first class postage prepaid) to the parties at the following
addresses or facsimile numbers:
(i) if to Parent, to:
The Hearst Corporation
959 Eighth Avenue
New York, New York 10019
Telephone: (212) 649-2103
Facsimile: (212) 246-3630
Attention: Victor F. Ganzi, Esq.
with a copy to:
Rogers & Wells
200 Park Avenue
New York, New York 10166
Telephone: (212) 878-8000
Facsimile: (212) 878-8375
Attention: Steven A. Hobbs, Esq.
(ii) if to the Stockholder, to
Skylark Foundation
200 Concord Plaza, Suite 700
San Antonio, Texas 78216
Telephone: (210) 828-1700
Facsimile: (210) 878-7300
Attention: Blake Byrne
with a copy to:
Locke Purnell Rain Harrell
2200 Ross Avenue, Suite 2200
Dallas, Texas 75201
Telephone: (214) 740-8000
Facsimile: (214) 740-8800
Attention: Guy Kerr, Esq.
All such notices, requests and other communications will (i) if
delivered personally to the address as provided in this Section, be
deemed given upon delivery, (ii) if delivered by facsimile
transmission to the facsimile number as provided in this Section, be
deemed given upon receipt, and (iii) if delivered by mail in the
manner described above to the address as provided in this Section, be
deemed given upon receipt (in each case regardless of whether such
notice, request or other communication is received by any other person
to whom a copy
5
<PAGE>
of such notice is to be delivered pursuant to this Section). Any party
from time to time may change its address, facsimile number or other
information for the purpose of notices to that party by giving notice
specifying such change to the other parties hereto.
(d) Entire Agreement. This Agreement supersedes all prior
----------------
discussions and agreements among the parties hereto with respect to
the subject matter hereof, and contains the sole and entire agreement
among the parties hereto with respect to the subject matter hereof.
(e) No Third Party Beneficiary. The terms and provisions of
--------------------------
this Agreement are intended solely for the benefit of each party
hereto and their respective successors or permitted assigns, and it is
not the intention of the parties to confer third-party beneficiary
rights upon any other person.
(f) No Assignment; Binding Effect. Neither this Agreement nor
-----------------------------
any right, interest or obligation hereunder may be assigned by any
party hereto without the prior written consent of the other parties
hereto and any attempt to do so will be void. Subject to the
preceding sentence, this Agreement is binding upon, inures to the
benefit of and is enforceable by the parties hereto and their
respective successors and assigns.
(g) Headings. The headings used in this Agreement have been
--------
inserted for convenience of reference only and do not define or limit
the provisions hereof.
(h) Severability. If any provision of this Agreement is held to
------------
be illegal, invalid or unenforceable under any present or future law,
and if the rights or obligations of any party hereto under this
Agreement will not be materially and adversely affected thereby, (i)
such provision will be fully severable, (ii) this Agreement will be
construed and enforced as if such illegal, invalid or unenforceable
provision had never comprised a part hereof, (iii) the remaining
provisions of this Agreement will remain in full force and effect and
will not be affected by the legal, invalid or unenforceable provision
or by its severance herefrom and (iv) in lieu of such illegal, invalid
or unenforceable provision, there will be added automatically as a
part of this Agreement a legal, valid and enforceable provision as
similar in terms to such illegal, invalid or unenforceable provision
as may be possible.
(i) 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.
6
<PAGE>
(j) Counterparts. This Agreement may be executed in any number
------------
of counterparts, each of which will be deemed an original, but all of
which together will constitute one and the same instrument.
(k) Governing Law. This Agreement shall be governed by and
-------------
construed in accordance with the laws of the State of Delaware
applicable to a contract executed performed in such State without
giving effect to the conflicts of laws principles thereof.
6. Enforcement. The parties agree that irreparable damage would
-----------
occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached.
It is accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in any Federal court located in the
State of Delaware or in a Delaware state court, this being in addition to any
other remedy to which they are entitled at law or in equity. In addition, each
of the parties hereto (i) consents to submit such party to the personal
jurisdiction of any Federal court located in the State of Delaware or any
Delaware state court in the event any dispute arises out of this Agreement or
any of the transactions contemplated hereby, (ii) agrees that such party will
not attempt to deny or defeat such personal jurisdiction by motion or other
request for leave from any such court, (iii) agrees that such party will not
bring any action relating to this Agreement or any of the transactions
contemplated hereby in any court other than a Federal court sitting in the State
of Delaware or a Delaware state court and (iv) waives any right to trial by jury
with respect to any claim or proceeding related to or arising out of this
Agreement or any of the transactions contemplated hereby.
7
<PAGE>
IN WITNESS WHEREOF, each party hereto has signed this Agreement or
caused this Agreement to be signed by its officer or representative thereunto
duly authorized as of the date first above written.
THE HEARST CORPORATION
By: /s/ VICTOR F. GANZI
----------------------------------------------
Name: Victor F. Ganzi
Title: Executive Vice President
SKYLARK FOUNDATION
By: /s/ BLAKE BYRNE
----------------------------------------------
Name: Blake Byrne
Title: Chairman of the Board and
Chief Financial Officer
8
<PAGE>
EXHIBIT 7.6
VOTING AGREEMENT
This VOTING AGREEMENT dated as of March 26, 1997 is made and entered
into by and among The Hearst Corporation, a Delaware corporation ("Parent") and
------
Robin (a/k/a Robert) Hernreich (the "Stockholder").
-----------
WHEREAS, Parent, HAT Merger Sub, Inc. ("Merger Sub"), HAT Contribution
----------
Sub, Inc. ("Parent's Sub") and Argyle Television, Inc., a Delaware corporation
------------
(the "Company"), propose to enter into an Agreement and Plan of Merger of even
-------
date herewith (as the same may be amended or supplemented, the "Merger
------
Agreement") providing for the contributions of certain assets by Parent and
Parent's Sub to the Company and the merger of Merger Sub with and into the
Company (the "Merger");
------
WHEREAS, the Stockholder owns 65,000 shares of Series A Common Stock,
par value $0.01 per share, of the Company (the "Series A Common Stock"); such
---------------------
shares of Series A Common Stock, as such shares may be adjusted by any stock
dividend, stock split, recapitalization, combination or exchange of shares,
merger, consolidation, reorganization or other change or transaction of or by
the Company, being referred to herein as the "Subject Shares";
--------------
WHEREAS, the Subject Shares have been pledged to The Chase Manhattan
Bank ("Chase"), pursuant to a Security Agreement dated as of November 14, 1996,
between Chase and Stockholder (the "Security Agreement"); and
WHEREAS, as a condition to its willingness to enter into the Merger
Agreement, Parent has requested that the Stockholder enter into this Agreement;
NOW, THEREFORE, to induce Parent to enter into, and in consideration
of its entering into, the Merger Agreement, and in consideration of the mutual
covenants and agreements set forth in this Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Representations and Warranties of the Stockholder. The
-------------------------------------------------
Stockholder hereby represents and warrants to Parent as follows:
(a) Authority. The Stockholder has full power and authority to
---------
enter into this Agreement and to perform his obligations hereunder and
consummate the transactions contemplated hereby. This Agreement has
been duly and validly authorized, executed and delivered by the
Stockholder and constitutes a legal, valid and binding obligation of
the Stockholder enforceable against the Stockholder in accordance with
its terms, except as enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting
the enforcement of creditors' rights generally and by general
equitable
<PAGE>
principles (regardless of whether such enforceability is considered in
a proceeding in equity or law).
(b) Non-Contravention. The execution and delivery of this
-----------------
Agreement by the Stockholder does not, and the performance by the
Stockholder of his obligations hereunder and the consummation of the
transactions contemplated hereby will not, conflict with, result in
any violation of, constitute (with or without notice or lapse of time
or both) a default under, result in or give to any person any right of
payment or reimbursement, termination, cancellation, modification or
acceleration of, or result in the creation or imposition of any lien
upon any assets or properties of the Stockholder under, any of the
terms, conditions or provisions of (i) any statute, law, rule,
regulation or ordinance, or any judgment, decree, order, writ, permit
or license, of any court, tribunal, arbitrator, authority, agency,
commission, official or other instrumentality of the United States or
any domestic, state, county, city or other political subdivision (a
"Governmental or Regulatory Authority"), applicable to the Stockholder
-------------------------------------
or any of his assets or properties, or (ii) any note, bond, mortgage,
security agreement, indenture, license, franchise, permit, concession,
contract, lease or other instrument, obligation or agreement of any
kind (together, "Contracts") to which the Stockholder is a party or by
---------
which the Stockholder or any of his respective assets or properties is
bound.
(c) Approvals and Consents. No consent, approval or action of,
----------------------
filing with or notice to any Governmental or Regulatory Authority is
necessary or required for the execution and delivery of this Agreement
by the Stockholder, the performance by the Stockholder of his
obligations hereunder or the consummation of the transactions
contemplated hereby.
(d) Subject Shares. Except for the preexisting pledge of the
--------------
Subject Shares to Chase, the Stockholder has good and marketable title
to the Subject Shares, free and clear of all liens, claims, security
interests, proxies, voting trusts or agreements, understanding or
arrangements or any other encumbrances whatsoever; other than
restrictions on transfer imposed by the registration requirements of
the Securities Act of 1933, as amended, and applicable state
securities laws. The Stockholder has the sole voting power and sole
power to issue instructions with respect to the matters set forth in
Section 3.
2. Representations and Warranties of the Parent. The Parent hereby
--------------------------------------------
represents and warrants to the Stockholder as follows:
(a) Authority. The Parent is a corporation duly formed and is
---------
in good standing and existing under the laws of the State of Delaware.
The Parent has full power and authority to enter into this Agreement
and to perform its obligations hereunder and consummate the
transactions contemplated hereby. This Agreement has been duly and
validly authorized, executed and delivered by the Parent and
constitutes a legal, valid and binding obligation of the Parent
enforceable against the Parent in accordance with its terms, except as
enforceability may be limited
2
<PAGE>
by bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting the enforcement of creditors' rights generally and by
general equitable principles (regardless of whether such
enforceability is considered in a proceeding in equity or law).
3. Covenants of the Stockholder. Subject to Section 4, the
----------------------------
Stockholder hereby covenants and agrees with Parent as follows:
(a) Vote for Merger. For so long as no "Event of Default" shall
---------------
exist (as defined in the Security Agreement), at any meeting of
stockholders of the Company called to vote upon the amendment to the
Company's Certificate of Incorporation set forth in the Merger
Agreement, the Merger and the Merger Agreement or at any adjournment
thereof or in any other circumstances upon which a vote, consent or
other approval with respect to such amendment to the Company's
Certificate of Incorporation, the Merger and the Merger Agreement is
sought, the Stockholder shall vote (or cause to be voted) the Subject
Shares, that the Stockholder owns or has the right to vote, in favor
of such amendment to the Company's Certificate of Incorporation, the
Merger, the adoption by the Company of the Merger Agreement and the
approval of the terms thereof and each of the other transactions
contemplated by the Merger Agreement, provided that the terms of the
Merger Agreement shall not have been amended to adversely affect the
Stockholder.
(b) Vote Against Acquisition Proposals. For so long as no
----------------------------------
"Event of Default" shall exist (as defined in the Security Agreement),
at any meeting of stockholders of the Company or at any adjournment
thereof or in any other circumstances upon which the Stockholder's
vote, consent or other approval is sought, the Stockholder shall vote
(or cause to be voted) the Subject Shares, that the Stockholder owns
or has the right to vote, except as otherwise agreed in writing in
advance by the Parent, against (i) any proposal or offer with respect
to any direct or indirect (A) acquisition or purchase of fifteen
percent (15%) or more of any Company common stock outstanding, (B)
acquisition or purchase of any equity securities of any Material
Subsidiary (as defined below), (C) acquisition or purchase of all or
any significant portion of the assets of the Company or any Material
Subsidiary, or (D) any merger, consolidation, business combination,
recapitalization, liquidation, dissolution or similar transaction
involving the Company or any of its Material Subsidiaries (any such
proposal or offer being hereinafter referred to as an "Acquisition
-----------
Proposal"), (ii) any change in the majority of the persons who
--------
constitute the Board of Directors of the Company or (iii) any change
in the present capitalization of the Company or any amendment of the
Company's certificate of incorporation or by-laws or other proposal or
transaction involving the Company or any of its subsidiaries, which
change, amendment or other proposal or transaction would in any manner
impede, frustrate, prevent or nullify the amendment of the Company's
Certificate of Incorporation set forth in the Merger Agreement, the
Merger, the Merger Agreement or any of the other transactions
contemplated by the Merger
3
<PAGE>
Agreement or which could result in any of the conditions to the
Parent's obligations under the Merger Agreement not being fulfilled.
For purposes of this Agreement, "Material Subsidiary" means any direct
-------------------
or indirect "Significant Subsidiary" of the Company as that term is
defined in Rule 405 of the rules and regulations promulgated under the
Securities Act of 1933, as amended, or any Subsidiary (as defined
below) of the Company that either owns or operates a television
broadcast station or a license, permit or other authorization required
by the Federal Communications Commission in connection with the
operation of its business. In addition, "Subsidiary" means any
----------
corporation or other organization whether incorporated or
unincorporated, of which more than fifty percent (50%) of either the
equity interest in, or voting control of, such corporation or other
organization is, directly or indirectly through Subsidiaries or
otherwise, beneficially owned by the Company.
(c) Transfers. Except for the preexisting pledge of the Subject
---------
Shares to Chase and any foreclosure thereon by Chase, the Stockholder
agrees not to (i) sell, transfer, pledge, assign or otherwise dispose
of, or enter into any contract, option or other arrangement with
respect to the sale, transfer, pledge, assignment or other disposition
of, the Subject Shares to any person other than pursuant to the
amendment of the Company's Certificate of Incorporation set forth in
the Merger Agreement, the Merger and the Merger Agreement or (ii)
enter into any voting arrangement, whether by proxy, voting
arrangement, voting agreement or otherwise with respect to the Subject
Shares.
(d) No Solicitations. The Stockholder shall not, directly or
----------------
indirectly, initiate, solicit, encourage, accept or take any other
action knowingly to facilitate, any inquiries or the making of, or
participate in any discussions or negotiations regarding, any
Acquisition Proposal. In the event that the Stockholder receives from
any person an Acquisition Proposal, the Stockholder shall promptly
advise, orally and in writing, such person of the terms of this
Section 3(d), and shall promptly advise Parent of such Acquisition
Proposal and shall thereafter keep Parent reasonably and promptly
informed of all material facts and circumstances relating to said
Acquisition Proposal and the Stockholder's actions relating thereto.
4. Termination. The covenants and agreements of the Stockholder
-----------
contained in Section 3 shall terminate upon the earliest of (i) the Effective
Time (as defined in the Merger Agreement), (ii) September 30, 1997, or (ii) the
termination of the Merger Agreement in accordance with its terms.
5. General Provisions.
------------------
(a) Expenses. All costs and expenses incurred in connection
--------
with this Agreement and the transactions contemplated hereby shall be
paid by the party incurring such expense.
4
<PAGE>
(b) Amendments. This Agreement may not be amended except by an
----------
instrument in writing signed by each of the parties hereto.
(c) Notice. All notices and requests and other communications
------
hereunder must be in writing and will be deemed to have been given
only if delivered personally or by facsimile transmission or mailed
(first class postage prepaid) to the parties at the following
addresses or facsimile numbers:
(i) if to Parent, to:
The Hearst Corporation
959 Eighth Avenue
New York, New York 10019
Telephone: (212) 649-2103
Facsimile: (212) 246-3630
Attention: Victor F. Ganzi, Esq.
with a copy to:
Rogers & Wells
200 Park Avenue
New York, New York 10166
Telephone: (212) 878-8000
Facsimile: (212) 878-8375
Attention: Steven A. Hobbs, Esq.
(ii) if to the Stockholder, to
Mr. Robert Hernreich
_______________________
_______________________
with a copy to:
Locke Purnell Rain Harrell
2200 Ross Avenue, Suite 2200
Dallas, Texas 75201
Telephone: (214) 740-8000
Facsimile: (214) 740-8800
Attention: Guy Kerr, Esq.
All such notices, requests and other communications will (i) if
delivered personally to the address as provided in this Section, be
deemed given upon delivery, (ii) if delivered by facsimile
transmission to the facsimile number as provided in this Section, be
deemed given upon receipt, and (iii) if delivered by mail in the
manner described above to the address as provided in this Section, be
5
<PAGE>
deemed given upon receipt (in each case regardless of whether such
notice, request or other communication is received by any other person
to whom a copy of such notice is to be delivered pursuant to this
Section). Any party from time to time may change its address,
facsimile number or other information for the purpose of notices to
that party by giving notice specifying such change to the other
parties hereto.
(d) Entire Agreement. This Agreement supersedes all prior
----------------
discussions and agreements among the parties hereto with respect to
the subject matter hereof, and contains the sole and entire agreement
among the parties hereto with respect to the subject matter hereof.
(e) No Third Party Beneficiary. The terms and provisions of
--------------------------
this Agreement are intended solely for the benefit of each party
hereto and their respective successors or permitted assigns, and it is
not the intention of the parties to confer third-party beneficiary
rights upon any other person.
(f) No Assignment; Binding Effect. Neither this Agreement nor
-----------------------------
any right, interest or obligation hereunder may be assigned by any
party hereto without the prior written consent of the other parties
hereto and any attempt to do so will be void. Subject to the
preceding sentence, this Agreement is binding upon, inures to the
benefit of and is enforceable by the parties hereto and their
respective successors and assigns.
(g) Headings. The headings used in this Agreement have been
--------
inserted for convenience of reference only and do not define or limit
the provisions hereof.
(h) Severability. If any provision of this Agreement is held to
------------
be illegal, invalid or unenforceable under any present or future law,
and if the rights or obligations of any party hereto under this
Agreement will not be materially and adversely affected thereby, (i)
such provision will be fully severable, (ii) this Agreement will be
construed and enforced as if such illegal, invalid or unenforceable
provision had never comprised a part hereof, (iii) the remaining
provisions of this Agreement will remain in full force and effect and
will not be affected by the legal, invalid or unenforceable provision
or by its severance herefrom and (iv) in lieu of such illegal, invalid
or unenforceable provision, there will be added automatically as a
part of this Agreement a legal, valid and enforceable provision as
similar in terms to such illegal, invalid or unenforceable provision
as may be possible.
(i) 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
6
<PAGE>
right to exercise any such or other right, power or remedy or to
demand such compliance.
(j) Counterparts. This Agreement may be executed in any number
------------
of counterparts, each of which will be deemed an original, but all of
which together will constitute one and the same instrument.
(k) Governing Law. This Agreement shall be governed by and
-------------
construed in accordance with the laws of the State of Delaware
applicable to a contract executed performed in such State without
giving effect to the conflicts of laws principles thereof.
6. Enforcement. The parties agree that irreparable damage would
-----------
occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached.
It is accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in any Federal court located in the
State of Delaware or in a Delaware state court, this being in addition to any
other remedy to which they are entitled at law or in equity. In addition, each
of the parties hereto (i) consents to submit such party to the personal
jurisdiction of any Federal court located in the State of Delaware or any
Delaware state court in the event any dispute arises out of this Agreement or
any of the transactions contemplated hereby, (ii) agrees that such party will
not attempt to deny or defeat such personal jurisdiction by motion or other
request for leave from any such court, (iii) agrees that such party will not
bring any action relating to this Agreement or any of the transactions
contemplated hereby in any court other than a Federal court sitting in the State
of Delaware or a Delaware state court and (iv) waives any right to trial by jury
with respect to any claim or proceeding related to or arising out of this
Agreement or any of the transactions contemplated hereby.
7
<PAGE>
IN WITNESS WHEREOF, each party hereto has signed this Agreement or
caused this Agreement to be signed by its officer or representative thereunto
duly authorized as of the date first above written.
THE HEARST CORPORATION
By: /s/ VICTOR F. GANZI
----------------------------------------------------
Name: Victor F. Ganzi
Title: Executive Vice President
By: /s/ ROBERT HERNREICH
----------------------------------------------------
Robert Hernreich
8
<PAGE>
EXHIBIT 7.7
This VOTING AGREEMENT dated as of August 1, 1997 is made and entered
into by and among The Hearst Corporation, a Delaware corporation ("Parent"),
------
Argyle Television Investors (Foreign), L.P., a Delaware limited partnership (the
"Stockholder"), and ATI General Partner, L.P., a Delaware limited partnership
-----------
(the "General Partner").
---------------
WHEREAS, Parent, HAT Merger Sub, Inc. ("Merger Sub"), HAT Contribution
----------
Sub, Inc. ("Parent's Sub") and Argyle Television, Inc., a Delaware corporation
------------
(the "Company") entered into an Amended and Restated Agreement and Plan of
-------
Merger, dated as of March 26, 1997 (as the same may be amended or supplemented,
the "Merger Agreement") providing for the contribution of certain assets by
----------------
Parent and Parent's Sub to the Company and the merger of Merger Sub with and
into the Company (the "Merger");
------
WHEREAS, the Stockholder owns in the aggregate 1,746,282 shares of
Series C Common Stock, par value $0.01 per share, of the Company (the "Series C
--------
Common Stock"); such shares of Series C Common Stock, as such shares may be
- ------------
adjusted by any stock dividend, stock split, recapitalization, combination or
exchange of shares, merger, consolidation, reorganization or other change or
transaction of or by the Company, being referred to herein as the "Subject
-------
Shares";
- ------
WHEREAS, the Series C Common Stock is convertible into Series A Common
Stock, par value $0.01 per share, of the Company (the "Series A Common Stock");
---------------------
WHEREAS, the General Partner is the sole general partner of the
Stockholder;
WHEREAS, immediately prior to the execution of this Agreement, the
Series C Common Stock was owned by Argyle Television Investors, L.P., a Delaware
limited partnership (the "Former Stockholder");
------------------
WHEREAS, the General Partner and the Former Stockholder have adopted a
plan of liquidation of the Former Stockholder (the "Liquidation Plan") providing
----------------
for the distribution of the Series A Common Stock to the partners of the Former
Stockholder in accordance with the terms of the Former Stockholder's Limited
Partnership Agreement;
WHEREAS, the Liquidation Plan is equally applicable to the
Stockholder;
WHEREAS, although the Stockholder desires to effectuate the
Liquidation Plan as soon as practicable, as a condition to its willingness to
enter into the Merger Agreement, Parent has requested that the Stockholder enter
into this Agreement; and
WHEREAS, on behalf of all the partners of the Stockholder, the General
Partner and the Stockholder have agreed that they will not effectuate the
Liquidation Plan until immediately after the Company Stockholder Approval (as
defined in the Merger Agreement);
NOW, THEREFORE, to induce Parent to enter into, and in consideration
of its entering into, the Merger Agreement, and in consideration of the mutual
covenants and
<PAGE>
agreements set forth in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Representations and Warranties of the Stockholder and General
-------------------------------------------------------------
Partner. The Stockholder and General Partner hereby represent and warrant to
- -------
Parent as follows:
(a) Authority. Each of the Stockholder and General Partner is a
---------
limited partnership duly formed and is in good standing and existing
under the laws of the State of Delaware. Each of the Stockholder and
General Partner has full power and authority to enter into this
Agreement and to perform its obligations hereunder and consummate the
transactions contemplated hereby. This Agreement has been duly and
validly authorized, executed and delivered by each of the Stockholder
and General Partner and constitutes a legal, valid and binding
obligation of each of the Stockholder and General Partner enforceable
against the Stockholder and General Partner in accordance with its
terms, except as enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting
the enforcement of creditors' rights generally and by general
equitable principles (regardless of whether such enforceability is
considered in a proceeding in equity or law).
(b) Non-Contravention. The execution and delivery of this
-----------------
Agreement by each of the Stockholder and General Partner do not, and
the performance by each of the Stockholder and General Partner of its
obligations hereunder and the consummation of the transactions
contemplated hereby will not, conflict with, result in any violation
of, constitute (with or without notice or lapse of time or both) a
default under, result in or give to any person any right of payment or
reimbursement, termination, cancellation, modification or acceleration
of, or result in the creation or imposition of any lien upon any
assets or properties of the Stockholder under, any of the terms,
conditions or provisions of (i) the certificate of limited partnership
and agreement of limited partnership of each of the Stockholder and
General Partner, or (ii) subject to taking the action described in
paragraph (c) of this Section, (x) any statute, law, rule, regulation
or ordinance, or any judgment, decree, order, writ, permit or license,
of any court, tribunal, arbitrator, authority, agency, commission,
official or other instrumentality of the United States or any domestic
state, county, city or other political subdivision (a "Governmental or
---------------
Regulatory Authority"), applicable to each of the Stockholder and
--------------------
General Partner or any of its respective assets or properties, or (y)
any note, bond, mortgage, security agreement, indenture, license,
franchise, permit, concession, contract, lease or other instrument,
obligation or agreement of any kind (together, "Contracts") to which
---------
each of the Stockholder and General Partner is a party or by which
either the Stockholder or General Partner or any of its respective
assets or properties is bound.
(c) Approvals and Consents. Except for the filing and approval
----------------------
of a premerger notification report by the Stockholder under the Hart-
Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the
rules and regulations thereunder (the "HSR Act") with respect to the
-------
conversion of the Subject Shares
2
<PAGE>
required by Section 3(a), filings pursuant to Section 13(d) and 13(g)
of the Securities Exchange Act of 1934, as amended, and the filing of
this Agreement with the Federal Communications Commission (the "FCC")
pursuant to Section 73.3613 of the FCC rules and regulations, no
consent, approval or action of, filing with or notice to any
Governmental or Regulatory Authority is necessary or required for the
execution and delivery of this Agreement by the Stockholder or General
Partner, the performance by the Stockholder or General Partner of its
respective obligations hereunder or the consummation of the
transactions contemplated hereby.
(d) Subject Shares. The Stockholder has good and marketable
--------------
title to the Subject Shares, free and clear of all liens, claims,
security interests, proxies, voting trusts or agreements,
understanding or arrangements or any other encumbrances whatsoever;
other than restrictions on transfer imposed by the registration
requirements of the Securities Act of 1933, as amended, and applicable
state securities laws. The Stockholder has the sole voting power and
sole power to issue instructions with respect to the matters set forth
in Section 3.
2. Representations and Warranties of the Parent. The Parent hereby
--------------------------------------------
represents and warrants to the Stockholder and General Partner as follows:
(a) Authority. The Parent is a corporation duly formed and is
---------
in good standing and existing under the laws of the State of Delaware.
The Parent has full power and authority to enter into this Agreement
and to perform its obligations hereunder and consummate the
transactions contemplated hereby. This Agreement has been duly and
validly authorized, executed and delivered by the Parent and
constitutes a legal, valid and binding obligation of the Parent
enforceable against the Parent in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the
enforcement of creditors' rights generally and by general equitable
principles (regardless of whether such enforceability is considered in
a proceeding in equity or law).
3. Covenants of the Stockholder and General Partner. Subject to
------------------------------------------------
Section 4, the Stockholder and General Partner hereby covenant and agree with
Parent as follows:
(a) Regulatory Filings; Conversion. As soon as practicable
------------------------------
after the date of this Agreement, the Stockholder shall (i) take all
actions necessary to make the filings required of the Stockholder or
its affiliates under the HSR Act in order for the Stockholder to
convert all of the Subject Shares into shares of Series A Common Stock
pursuant to the Company's certificate of incorporation, (ii) comply at
the earliest practicable date with any request for additional
information received by the Stockholder from the Federal Trade
Commission (the "FTC") or the Antitrust Division of the Department of
---
Justice (the "Antitrust Division") pursuant to the HSR Act and (iii)
------------------
cooperate with the Company in connection with its filings under the
HSR Act and in connection with resolving any investigation or other
inquiry concerning such conversion commenced by either the FTC, or the
3
<PAGE>
Antitrust Division or state attorneys general. Upon the expiration or
termination of the applicable waiting period under the HSR Act, or as
soon as practicable thereafter, the Stockholder shall so convert the
Subject Shares from Series C Common Stock into Series A Common Stock.
(b) Withdrawals. Following the conversion of the Subject Shares
-----------
from Series C Common Stock to Series A Common Stock, the General
Partner shall withhold its consent to the withdrawal by any limited
partner in the Stockholder of such limited partner's interest in the
Stockholder, pursuant to Section 5.3 of the Limited Partnership
Agreement.
(c) Vote for Merger. At any meeting of stockholders of the
---------------
Company called to vote upon the amendment to the Company's Certificate
of Incorporation set forth in the Merger Agreement, the Merger and the
Merger Agreement or at any adjournment thereof or in any other
circumstances upon which a vote, consent or other approval with
respect to such amendment to the Company's Certificate of
Incorporation, the Merger and the Merger Agreement is sought, the
Stockholder shall vote (or cause to be voted) the Subject Shares, and
any other voting securities of the Company, owned by Stockholder
whether issued heretofore or hereafter, that the Stockholder owns or
has the right to vote, in favor of such amendment to the Company's
Certificate of Incorporation, the Merger, the adoption by the Company
of the Merger Agreement and the approval of the terms thereof and each
of the other transactions contemplated by the Merger Agreement,
provided that the terms of the Merger Agreement shall not have been
amended to adversely affect the Stockholder.
(d) Vote Against Acquisition Proposals. At any meeting of
----------------------------------
stockholders of the Company or at any adjournment thereof or in any
other circumstances upon which the Stockholder's vote, consent or
other approval is sought, the Stockholder shall vote (or cause to be
voted) the Subject Shares, and any other voting securities of the
Company, owned by Stockholder whether issued heretofore or hereafter,
that the Stockholder owns or has the right to vote, except as
otherwise agreed in writing in advance by the Parent, against (i) any
proposal or offer with respect to any direct or indirect (A)
acquisition or purchase of fifteen percent (15%) or more of any
Company common stock outstanding, (B) acquisition or purchase of any
equity securities of any Material Subsidiary (as defined below), (C)
acquisition or purchase of all or any significant portion of the
assets of the Company or any Material Subsidiary, or (D) any merger,
consolidation, business combination, recapitalization, liquidation,
dissolution or similar transaction involving the Company or any of its
Material Subsidiaries (any such proposal or offer being hereinafter
referred to as an "Acquisition Proposal"), (ii) any change in the
--------------------
majority of the persons who constitute the Board of Directors of the
Company or (iii) any change in the present capitalization of the
Company or any amendment of the Company's certificate of incorporation
or by-laws or other proposal or transaction involving the Company or
any of its subsidiaries, which change, amendment or other proposal or
transaction would in any manner impede, frustrate, prevent or nullify
the amendment of the Company's
4
<PAGE>
Certificate of Incorporation set forth in the Merger Agreement, the
Merger, or any of the other transactions contemplated by the Merger
Agreement or which could result in any of the conditions to the
Parent's obligations under the Merger Agreement not being fulfilled.
For purposes of this Agreement, "Material Subsidiary" means any direct
-------------------
or indirect "Significant Subsidiary" of the Company as that term is
defined in Rule 405 of the rules and regulations promulgated under the
Securities Act of 1933, as amended, or any Subsidiary (as defined
below) of the Company that either owns or operates a television
broadcast station or a license, permit or other authorization required
by the Federal Communications Commission in connection with the
operation of its business. In addition, "Subsidiary" means any
----------
corporation or other organization whether incorporated or
unincorporated, of which more than fifty percent (50%) of either the
equity interest in, or voting control of, such corporation or other
organization is, directly or indirectly through Subsidiaries or
otherwise, beneficially owned by the Company.
(e) Transfers. Except as set forth in Section 3(h), the
---------
Stockholder agrees not to (i) sell, transfer, pledge, assign or
otherwise dispose of, or enter into any contract, option or other
arrangement with respect to the sale, transfer, pledge, assignment or
other disposition of, the Subject Shares to any person other than
pursuant to the Merger and the Merger Agreement or (ii) enter into any
voting arrangement, whether by proxy, voting arrangement, voting
agreement or otherwise with respect to the Subject Shares.
(f) Each certificate evidencing the Subject Shares shall bear a
legend as follows:
THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON
TRANSFER AND VOTING CONTAINED IN A VOTING AGREEMENT DATED AS OF
MARCH 26, 1997, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL
OFFICE OF THE COMPANY.
(g) No Solicitations. Neither the Stockholder, the General
----------------
Partner nor any of their respective officers, directors, employees,
agents, counsel, accountants, financial advisors, investment bankers,
consultants and other representatives (collectively,
"Representatives"), directly or indirectly, shall initiate, solicit,
---------------
encourage, accept or take any other action knowingly to facilitate,
any inquiries or the making of, or participate in any discussions or
negotiations regarding, any Acquisition Proposal. In the event that
the Stockholder, the General Partner or any of their respective
Representatives receive from any person an Acquisition Proposal, the
Stockholder shall promptly advise, orally and in writing, such Person
of the terms of this Section 3(g), and shall promptly advise Parent of
such Acquisition Proposal and shall thereafter keep Parent reasonably
and promptly informed of all material facts and circumstances relating
to said Acquisition Proposal and the Stockholder's actions relating
thereto.
5
<PAGE>
(h) Permitted Transfers. Notwithstanding anything contained
-------------------
in this Agreement to the contrary, the Stockholder may distribute the
Subject Shares (but only if they shall have been converted into shares
of Series A Common Stock) to the partners of the Stockholder following
the Company Stockholder Approval.
4. Termination. The covenants and agreements of the Stockholder and
-----------
the General Partner contained in Section 3 shall terminate upon the earliest of
(i) the Effective Time (as defined in the Merger Agreement), or (ii) the
termination of the Merger Agreement in accordance with its terms.
5. General Provisions.
------------------
(a) Expenses. All costs and expenses incurred in connection
--------
with this Agreement and the transactions contemplated hereby shall be
paid by the party incurring such expense.
(b) Amendments. This Agreement may not be amended except by an
----------
instrument in writing signed by each of the parties hereto.
(c) Notice. All notices and requests and other communications
------
hereunder must be in writing and will be deemed to have been given
only if delivered personally or by facsimile transmission or mailed
(first class postage prepaid) to the parties at the following
addresses or facsimile numbers:
(i) if to Parent, to:
The Hearst Corporation
959 Eighth Avenue
New York, New York 10019
Telephone: (212) 649-2103
Facsimile: (212) 246-3630
Attention: Victor F. Ganzi, Esq.
with a copy to:
Rogers & Wells
200 Park Avenue
New York, New York 10166
Telephone: (212) 878-8000
Facsimile: (212) 878-8375
Attention: Steven A. Hobbs, Esq.
6
<PAGE>
(ii) if to the Stockholder or the General Partner, to
Argyle Television Investors (Foreign), L.P.
200 Concord Plaza, Suite 700
San Antonio, Texas 78216
Telephone: (210) 828-1700
Facsimile: (210) 828-7300
Attention: Dean H. Blythe
with a copy to:
Locke Purnell Rain Harrell
2200 Ross Avenue, Suite 2200
Dallas, Texas 75201
Telephone: (214) 740-8000
Facsimile: (214) 740-8800
Attention: Guy Kerr, Esq.
All such notices, requests and other communications will (i) if
delivered personally to the address as provided in this Section, be
deemed given upon delivery, (ii) if delivered by facsimile
transmission to the facsimile number as provided in this Section, be
deemed given upon receipt, and (iii) if delivered by mail in the
manner described above to the address as provided in this Section, be
deemed given upon receipt (in each case regardless of whether such
notice, request or other communication is received by any other person
to whom a copy of such notice is to be delivered pursuant to this
Section). Any party from time to time may change its address,
facsimile number or other information for the purpose of notices to
that party by giving notice specifying such change to the other
parties hereto.
(d) Entire Agreement. This Agreement supersedes all prior
----------------
discussions and agreements among the parties hereto with respect to
the subject matter hereof, and contains the sole and entire agreement
among the parties hereto with respect to the subject matter hereof.
(e) No Third Party Beneficiary. The terms and provisions of
--------------------------
this Agreement are intended solely for the benefit of each party
hereto and their respective successors or permitted assigns, and it is
not the intention of the parties to confer third-party beneficiary
rights upon any other person.
(f) No Assignment; Binding Effect. Neither this Agreement nor
-----------------------------
any right, interest or obligation hereunder may be assigned by any
party hereto without the prior written consent of the other parties
hereto and any attempt to do so will be void. Subject to the
preceding sentence, this Agreement is binding upon, inures to the
benefit of and is enforceable by the parties hereto and their
respective successors and assigns.
7
<PAGE>
(g) Headings. The headings used in this Agreement have been
--------
inserted for convenience of reference only and do not define or limit
the provisions hereof.
(h) Severability. If any provision of this Agreement is held to
------------
be illegal, invalid or unenforceable under any present or future law,
and if the rights or obligations of any party hereto under this
Agreement will not be materially and adversely affected thereby, (i)
such provision will be fully severable, (ii) this Agreement will be
construed and enforced as if such illegal, invalid or unenforceable
provision had never comprised a part hereof, (iii) the remaining
provisions of this Agreement will remain in full force and effect and
will not be affected by the legal, invalid or unenforceable provision
or by its severance herefrom and (iv) in lieu of such illegal, invalid
or unenforceable provision, there will be added automatically as a
part of this Agreement a legal, valid and enforceable provision as
similar in terms to such illegal, invalid or unenforceable provision
as may be possible.
(i) 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.
(j) Counterparts. This Agreement may be executed in any number
------------
of counterparts, each of which will be deemed an original, but all of
which together will constitute one and the same instrument.
(k) Governing Law. This Agreement shall be governed by and
-------------
construed in accordance with the laws of the State of Delaware
applicable to a contract executed and performed in such State without
giving effect to the conflicts of laws principles thereof.
6. Enforcement. The parties agree that irreparable damage would
-----------
occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached. It
is accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in any Federal court located in the
State of Delaware or in a Delaware state court, this being in addition to any
other remedy to which they are entitled at law or in equity. In addition, each
of the parties hereto (i) consents to submit such party to the personal
jurisdiction of any Federal court located in the State of Delaware or any
Delaware state court in the event any dispute arises out of this Agreement or
any of the transactions contemplated hereby, (ii) agrees that such party will
not attempt to deny or defeat such personal jurisdiction by motion or other
request for leave from any such court, (iii) agrees that such party will not
bring any action relating to this Agreement or any of the transactions
contemplated hereby in any court other than a Federal court sitting in the State
of Delaware or a Delaware state court and (iv) waives any right to trial by jury
with respect to any claim or
8
<PAGE>
proceeding related to or arising out of this Agreement or any of the
transactions contemplated hereby.
9
<PAGE>
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
signed by its officer or representative thereunto duly authorized as of the date
first above written.
THE HEARST CORPORATION
By: /s/ VICTOR F. GANZI
----------------------------------------------------
Name: Victor F. Ganzi
Title: Executive Vice President
ARGYLE TELEVISION INVESTORS (FOREIGN), L.P.
By: ATI General Partner, L.P.
a Delaware limited partnership
By: Argyle Television Partners, L.P.
the sole general partner
By: Argyle Communications, Inc.
the sole general partner
By: /s/ DEAN H. BLYTHE
--------------------------------------
Name: Dean H. Blythe
Title: Vice President
ATI GENERAL PARTNER, L.P.
By: Argyle Television Partners, L.P.
a Delaware limited partnership
By: Argyle Communications, Inc.
the sole general partner
By: /s/ DEAN H. BLYTHE
---------------------------------------
Name: Dean H. Blythe
Title: Vice President
<PAGE>
EXHIBIT 7.10
March 26, 1997
Argyle Television, Inc.
200 Concord Plaza, Suite 700
San Antonio, Texas 78216
Re: Waiver of Rollover Election
---------------------------
Ladies and Gentlemen:
Reference is made to that certain Agreement and Plan of Merger
dated as of March 26, 1997, by and among The Hearst Corporation, HAT Merger Sub,
Inc., HAT Contribution Sub, Inc. and Argyle Television, Inc. (the "Merger
Agreement"). Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Merger Agreement.
As a result of the Merger, each of the undersigned may have the
right to choose to receive, subject to the terms of the Merger Agreement, an
Option Rollover, Option Cash, Option Stock or the Option Mixed Consideration in
exchange for cancellation of Company Options held by each of them.
In consideration of the covenants and agreements contained in this
letter agreement and the Merger Agreement, and in order to induce Parent, Merger
Sub and Cash Sub to enter into the Merger Agreement, each of the undersigned
hereby (i) waives any such right to receive an Option Rollover in the Merger,
and (ii) represents, warrants and covenants to the Company that he or she shall
not make a Rollover Election with respect to any Company Options held by him or
her, and agrees to make only an Option Cash Election, Option Stock Election or
Option Mixed Election in respect thereof.
Very truly yours,
ACCEPTED AND AGREED
/s/ BOB MARBUT
ARGYLE TELEVISION, INC. ------------------------------
Bob Marbut
/s/ DEAN H. BLYTHE /s/ BLAKE BYRNE
- ----------------------- ------------------------------
Name: Dean H. Blythe Blake Byrne
Title: V.P.
/s/ IBRA MORALES
------------------------------
Ibra Morales
/s/ HARRY HAWKS
-----------------------------
HARRY HAWKS
