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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 7, 1997
REGISTRATION NO. 333-_______________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
______________________
ARGYLE TELEVISION, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 74-2717523
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
200 CONCORD PLAZA, SUITE 700 DEAN H. BLYTHE
SAN ANTONIO, TEXAS 78216 VICE PRESIDENT, SECRETARY AND
(210) 828-1700 GENERAL COUNSEL
(Address, including zip code, and 200 CONCORD PLAZA, SUITE 700
telephone number, including area code, SAN ANTONIO, TEXAS 78216
of Registrant's principal executive offices) (210) 828-1700
(Name, Address, including zip
code, and telephone number,
including area code, of agent
for service)
Copies to:
GUY H. KERR, ESQ. RANDALL W. ISHMAEL
LOCKE PURNELL RAIN HARRELL ATTORNEY AT LAW
(A PROFESSIONAL CORPORATION) 603 SOUTHWEST DRIVE
2200 ROSS AVENUE, SUITE 2200 P.O. BOX 4096
DALLAS, TEXAS 75201 JONESBORO, ARKANSAS 72403
(214) 740-8000 (501) 972-1400
--------------------------------------------
Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after this Registration Statement becomes
effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following.
[ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED MAXIMUM
TITLE OF EACH AGGREGATE OFFERING PROPOSED AMOUNT OF
CLASS OF SECURITIES TO BE AMOUNT TO BE PRICE MAXIMUM AGGREGATE REGISTRATION
REGISTERED REGISTERED (1) OFFERING PRICE (1) FEE
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<S> <C> <C> <C> <C>
Series A Common Stock, par
value $.01 per share........ 413,368 $24.1875 $9,998,338.50 $3029.80
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) of the Securities Act of 1933, as amended (the
"Securities Act"), based upon the average of the reported high and low
sales prices of the Common Stock of the registrant on the Nasdaq Stock
Market National Market ("Nasdaq NM") on January 2, 1997 of $24.1875 per
share.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
PROSPECTUS
ARGYLE TELEVISION, INC.
413,368 Shares of Series A Common Stock
This Prospectus relates to 413,368 shares (the "Shares") of Series A Common
Stock, par value $.01 per share (the "Series A Common Stock"), of Argyle
Television, Inc., a Delaware corporation (the "Company"), to be offered for the
account of certain selling security holders (the "Selling Security Holders").
The Selling Security Holders acquired shares of Series A Common Stock and shares
of Preferred Stock that are convertible into shares of Series A Common Stock in
connection with a merger transaction consummated in June 1996, pursuant to which
Sigma Broadcasting, Inc., an Arkansas corporation and the owner and operator of
KHBS-TV and its S-2 satellite, KHOG-TV, in Fort Smith and Fayetteville,
Arkansas, respectively, was merged into a subsidiary of the Company. See
"Selling Security Holders." The Company has agreed to register the Shares
offered hereunder and to pay the expenses of such registration. Such expenses,
including legal and accounting fees, are estimated to be $50,000. All selling
and other expenses incurred by the Selling Security Holders will be borne by the
Selling Security Holders. The Company will not receive any proceeds from the
sale of Common Stock offered hereby. See "Use of Proceeds."
The Selling Security Holders may sell any Shares offered hereunder from
time to time in one or more transactions (including block transactions) on the
Nasdaq Stock Market or any other exchange on which the Series A Common Stock may
be admitted for trading, or in the over-the-counter market. The Selling Security
Holders may also sell shares in special offerings, exchange distributions or
secondary distributions, in negotiated transactions or otherwise. The Selling
Security Holders may effect such transactions by selling shares of Series A
Common Stock directly, or to or through underwriters, dealers, brokers or
agents, or any combination thereof. Any sales may be made at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. To the extent required, specific information
regarding the transaction will be set forth in an accompanying Prospectus
Supplement. See "Plan of Distribution."
The Company's Series A Common Stock is quoted on the Nasdaq National Market
System ("Nasdaq NMS") under the symbol ARGL. On January 6, 1997, the closing
sales price of the Series A Common Stock, as reported on the Nasdaq NMS, was
$24.00 per share.
--------------------------------------------
PROSPECTIVE PURCHASERS OF THE SERIES A COMMON STOCK OFFERED HEREBY SHOULD
CAREFULLY CONSIDER THE MATTERS SET FORTH UNDER "RISK FACTORS" HEREIN.
--------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
--------------------------------------------
January 7, 1997
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy and/or information statements and
other information filed by the Company may be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and at certain of the regional
offices of the Commission. The addresses of the facilities are: Midwest Regional
Office, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661; and New
York Regional Office, 7 World Trade Center, Suite 1300, New York, New York
10048. In addition, copies of such material can be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Commission maintains a web site
(http://www.sec.gov) which contains reports, proxy and information statements
and other information regarding registrants who file electronically with the
Commission.
The Company shall provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request by such person, a copy of
any and all of the information that is incorporated by reference in this
Prospectus (not including exhibits to the information that is incorporated by
reference unless such exhibits are specifically incorporated by reference into
the information that the Prospectus incorporates). These documents are available
upon request directed to: Argyle Television, Inc., 200 Concord Plaza, Suite 700,
San Antonio, Texas 78216, telephone number (210) 828-1700, Attention: Secretary.
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<PAGE>
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the detailed
information appearing elsewhere or incorporated by reference in this Prospectus.
THE COMPANY
The Company was incorporated in Delaware in August 1994 to engage in the
television broadcast and related businesses. The Company owns and operates six
network-affiliated television stations in geographically diverse markets of the
United States. The markets in which these stations operate range from the 38th
to the 91st largest designated market areas ("DMAs") in the United States as
measured by the number of television households. Five of the stations are
network affiliates of the American Broadcasting Companies, Inc. ("ABC"), one
station is a network affiliate of the National Broadcasting Company Incorporated
("NBC") and one station is a network affiliate of the Fox Broadcasting Company
("Fox"). The principal executive offices of the Company are located at 200
Concord Plaza, Suite 700, San Antonio, Texas 78216, telephone number (210) 828-
1700.
RECENT DEVELOPMENTS
The Company has previously announced that, in light of the rapid
consolidation currently underway in the broadcast industry, the Company is
exploring how to achieve the benefits of consolidation through a strategic
alliance, possible sale of the Company or another alternative. While the Company
is continuing to investigate such strategic alternatives, it is unable to
predict what kind of alternative it may ultimately pursue, if any, or the effect
that its consummation of such an alternative or its decision not to pursue any
such alternative may have on the Company.
On November 20, 1996, the Company entered into a definitive agreement (the
"Exchange Agreement") with Gannett Co., Inc. ("Gannett") to exchange the
Company's WZZM-TV, the ABC affiliate in Grand Rapids, Michigan, and WGRZ-TV, the
NBC affiliate in Buffalo, New York, for Gannett's WLWT-TV ("WLWT"), the NBC
affiliate in Cincinnati, Ohio, and KOCO-TV ("KOCO"), the ABC affiliate in
Oklahoma City, Oklahoma. Gannett will also receive $20 million in additional
consideration from the Company. The transaction is expected to close during the
first quarter of 1997 and is subject to the satisfactory completion of a due
diligence period, approval of the license transfers by the FCC and certain other
conditions. There is no assurance that the exchange will be completed by the
expected completion date, if at all.
THE OFFERING
Series A Common Stock Offered by the Selling
Security Holders............................................ 413,368 shares
Series A Common Stock Outstanding at
January 6, 1997........................................... 3,846,914 shares/1/
Nasdaq National Market Symbol........................................... ARGL
______________________
/1/ Additional shares of Series A Common Stock are also reserved for issuance
upon (i) exercise of outstanding stock options; (ii) conversions of Preferred
Stock; and (iii) conversions of Series B and Series C Common Stock. In order to
sell the 185,714 shares of Series A Common Stock underlying the 6,500 shares of
Series A Preferred Stock, the Selling Security Holders will have to exercise
their right to convert such 6,500 shares of Series A Preferred Stock.
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<PAGE>
RISK FACTORS
Prior to making an investment decision, prospective investors should
consider fully, together with the other information contained in or incorporated
into this Prospectus, the following factors.
SUBSTANTIAL LEVERAGE; NET LOSSES
As of September 30, 1996, the Company has outstanding total debt of $171.5
million (including $150 million of Senior Subordinated Notes, the "Notes")),
total stockholders' equity of $130.9 million and up to an additional $28.5
million available under its senior secured credit agreement (the "Bank Credit
Agreement") with The Chase Manhattan Bank, N.A. and other lenders named therein
("Chase Bank") for additional acquisitions, capital expenditures and working
capital.
The Company experienced net losses of $15.8 million for 1995 and $13.0
million for the first nine months of 1996. These losses include significant
interest expense, amortization of program rights and intangibles and
depreciation. The Company expects to experience net losses through 1997,
principally as a result of interest expense, amortization of programming and
intangibles and depreciation.
The Company's current and future debt service obligations could have
important consequences to the holders of the Series A Common Stock, including
the following: (i) a substantial portion of the Company's cash flow from
operations will be dedicated to the payment of principal and interest on its
indebtedness, thereby reducing funds available for other purposes; (ii) the
Company may be more vulnerable to adverse economic conditions than less
leveraged competitors and, thus, may be limited in its ability to withstand
competitive pressures; and, (iii) the Company's ability to obtain additional
financing for future working capital or financing for acquisitions or other
purposes may be limited.
DEPENDENCE ON ADVERTISING REVENUES; EFFECT OF ECONOMIC CONDITIONS
The television industry is cyclical in nature, being affected by prevailing
economic conditions. Since the Company relies on sales of advertising time at
the Stations (as defined below) for substantially all of its revenues, the
Company's operating results are sensitive to general economic conditions and
regional conditions in each of the local markets in which the Stations operate.
RECENT ACQUISITION OF STATIONS; PENDING EXCHANGE OF STATIONS
In January 1995, the Company completed the acquisition of its first three
stations: WZZM-TV, the ABC affiliate in Grand Rapids, Michigan ("WZZM"); WNAC-
TV, the Fox affiliate in Providence, Rhode Island ("WNAC"); and, WAPT-TV, the
ABC affiliate in Jackson, Mississippi ("WAPT" and together with WZZM and WNAC,
collectively referred to as the "Northstar Stations"). In June and December
1995, the Company acquired two additional stations: WGRZ-TV, the NBC affiliate
in Buffalo, New York ("WGRZ" or the "Buffalo Station") and KITV-TV, the ABC
affiliate in Honolulu, Hawaii, together with its satellite stations KMAU-TV in
Wailuku, Hawaii, KHVO-TV in Hilo, Hawaii and TV translator K51BB in Lihue,
Hawaii (such Hawaii stations referred to collectively as "KITV" or the "Hawaii
Stations"). In June 1996, the Company completed the acquisition of KHBS-TV, the
ABC affiliate in Fort Smith, Arkansas ("KHBS") and its satellite KHOG-TV, the
ABC affiliate in Fayetteville, Arkansas ("KHOG" and together with KHBS,
collectively
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<PAGE>
referred to as the "Arkansas Stations")(the Northstar Stations, Buffalo Station,
Hawaii Stations and Arkansas Stations together collectively referred to as the
"Stations"). Thus, the Company has not owned or operated the Stations for a long
period of time.
On November 20, 1996, the Company entered into the Exchange Agreement with
Gannett to exchange the Company's WZZM, the ABC affiliate in Grand Rapids,
Michigan and WGRZ, the NBC affiliate in Buffalo, New York for Gannett's WLWT,
the NBC affiliate in Cincinnati, Ohio, and KOCO, the ABC affiliate in Oklahoma
City, Oklahoma. The exchange is expected to be completed during the first
quarter of 1997. However, the completion of the exchange is subject to the
conditions set out in the Exchange Agreement and approval by the FCC. There is
no assurance that the exchange will be completed by the expected completion
date, if at all. See "Recent Developments."
DEPENDENCE ON NETWORK AFFILIATIONS
WZZM in Grand Rapids, Michigan, KITV in Honolulu, Hawaii, WAPT in Jackson,
Mississippi and KHBS and KHOG in Fort Smith and Fayetteville, Arkansas,
respectively, are each affiliated with ABC, while WGRZ in Buffalo, New York is
affiliated with NBC and WNAC in Providence, Rhode Island is affiliated with Fox.
The two stations that the Company will receive if the exchange described above
is consummated, WLWT and KOCO, are NBC and ABC affiliates, respectively. The
television viewership levels for each of the Stations are materially dependent
upon programming provided by the network with which each Station is affiliated.
There can be no assurance that such programming will achieve or maintain
satisfactory viewership levels in the future. Although the Company expects to
continue to be able to renew its affiliation agreements with these networks, no
assurance can be given that such renewals will be obtained. The non-renewal or
termination of one or more of the Stations' network affiliation agreements,
without an agreement with another network, may have a material adverse effect on
the Company's results of operations.
In addition, both the Warner Brothers Network and UPN recently have begun
new television networks. The Company is unable to predict the effect, if any,
that such networks will have on the future results of the Company's operations.
COMPETITIVE NATURE OF AND RISK OF CHANGES IN THE TELEVISION INDUSTRY
The ability of each of the Stations to generate advertising revenues is
dependent, to a significant degree, upon its audience ratings which, in turn,
are dependent on successful programming. The television industry is highly
competitive and the Stations compete with other broadcast television stations as
well as other media for viewers and advertising revenues. During the past
decade, the entry of strong independent broadcast stations and programming
alternatives such as cable television, home satellite delivery, home video and,
more recently, direct broadcast satellite ("DBS") television and video signals
delivered over telephone lines subjected traditional network-affiliated
television broadcast stations to new types of competition and contributed to
fractionalized television viewing audiences. Furthermore, some of the Company's
competitors are subsidiaries of large national or regional companies that have
greater resources than the Company.
Further advances in technology may increase competition for household
audiences and advertisers. Video compression techniques currently under
development are expected to reduce the bandwidth required for television signal
transmission. These compression techniques, as well as other technological
developments, are applicable to all video delivery systems including over-the-
air broadcasting and have the potential to provide vastly
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<PAGE>
expanded programming to highly targeted audiences. Reduction in the cost of
creating additional channel capacity could lower entry barriers for new channels
and encourage the development of increasingly specialized "niche" programming.
This ability to reach very narrowly defined audiences is expected to alter the
competitive dynamics for advertising expenditures. In addition, competition in
the television industry in the future may come from interactive video and data
services that may provide two-way interaction with commercial video programming,
along with information and data services that may be delivered by commercial
television stations, cable television, DBS, multichannel multipoint distribution
systems or other video delivery systems. The Company is unable to predict the
effect that these or other technological changes will have on the broadcast
television industry or the future results of the Company's operations.
The Federal Communications Commission (the "FCC") has proposed the adoption
of rules for implementing advanced (including high-definition television, or
HDTV) television service ("ATV") in the United States. Implementation of ATV
will improve the technical quality of television. Under certain circumstances,
however, conversion to ATV operations may reduce a station's geographical
coverage area. While implementation of ATV will impose additional costs on
television stations providing the new service due to increased equipment costs,
there is a potential for increased revenues. The Company cannot predict when the
authorization of ATV might be given or the effect such authorization might have
on the Company's business. The Company cannot predict how the combination of
business, regulatory and technological change will affect the broadcast industry
or the Company's results of operations.
REGULATORY MATTERS
The broadcasting industry is subject to regulation by the FCC under the
Communications Act of 1934, as amended (the "Communications Act"). Approval by
the FCC is required for the issuance, renewal, transfer or assignment of
television broadcast station operating licenses. In particular, the Company's
business will be dependent upon its continuing ability to hold broadcasting
licenses from the FCC which in the case of television broadcast licenses
currently are issued generally for terms of five years, although, pursuant to
the Telecommunications Act of 1996, the FCC is now authorized to issue licenses
for terms of up to eight years. Although in the vast majority of cases such
licenses are renewed by the FCC, there can be no assurance that any of the
Stations' licenses will be renewed at their expiration dates. In addition, on
November 7, 1996, the FCC released a Further Notice of Proposed Rulemaking
seeking comment on a number of local television ownership issues, including (i)
whether to extend the presumptive waiver of the one-to-a-market rule (which
restricts the common ownership of television and radio stations in the same
market) from the top 25 to the top 50 markets and (ii) whether to modify the
television duopoly rule to allow common ownership of two television stations in
DMAs as long as the stations do not have overlapping Grade A signal contours. In
that same proceeding, the FCC also sought comment on whether to grandfather
existing LMAs if such agreements are deemed attributable in a companion
proceeding seeking comment on revisions to the FCC's attribution rules. The
United States Congress and the FCC may adopt new laws, regulations and policies
regarding a wide variety of other matters (including technological changes) that
could affect, directly or indirectly, the operations and ownership of the
Company's broadcast properties. There can be no assurance that any such changes
would not materially adversely affect the Company. In addition, the
Communications Act and FCC rules restrict alien ownership and voting of the
capital stock of, and participation in the affairs of, the Company.
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<PAGE>
CONTROL BY MANAGEMENT STOCKHOLDERS
The Company's Common Stock is divided into Series A Common Stock, Series B
Common Stock and Series C Common Stock. Holders of the Series A Common Stock and
the Series B Common Stock have identical voting rights, except that holders of
the Series B Common Stock have the right as a class to elect a majority of the
Company's Board of Directors and the holders of the Series A Common Stock have
the right as a class to elect a minority of the Company's Board of Directors.
Holders of the Company's Series C Common Stock have no voting rights, except as
required by Delaware law. See "Description of Capital Stock."
Bob Marbut, Blake Byrne, Ibra Morales and Harry T. Hawks (collectively, the
"Management Stockholders") control 100% of the voting rights of the Series B
Common Stock. As a result, the Management Stockholders will be able to elect at
least a majority of the members of the Company's Board of Directors and, thus,
will have the ability to maintain control over the operations and business of
the Company.
The voting rights of the Series A Common Stock in comparison to the voting
rights of the Series B Common Stock may make the Company a less attractive
target for a takeover than it otherwise might be, or render more difficult or
discourage a merger proposal, tender offer or other transaction involving an
actual or potential change of control of the Company.
KEY PERSONNEL
The Company believes that its success will continue to be dependent upon
its ability to attract and retain skilled managers and other personnel,
including its present officers. The loss of the services of any of its present
officers may have a material adverse effect on the operations of the Company.
The Company presently does not maintain any key man life insurance policies on
any of its personnel. Each of the Management Stockholders is a party to an
employment agreement which permits such persons to perform services for other
businesses that may or may not be affiliated with the Company. None of such
persons presently performs such services.
RESTRICTIONS IMPOSED BY TERMS OF INDEBTEDNESS
The indenture relating to the Notes (the "Indenture") restricts, among
other things, the Company's ability to (i) incur additional indebtedness; (ii)
pay dividends, make certain other restricted payments or consummate certain
asset sales; (iii) enter into certain transactions with affiliates; (iv) incur
indebtedness that is subordinate in priority and in right of payment to any
senior debt and senior in right of payment to the Notes; (v) merge or
consolidate with any other person; or, (vi) sell, assign, transfer, lease,
convey or otherwise dispose of all or substantially all of the assets of the
Company. In addition, the Bank Credit Agreement contains certain other and more
restrictive covenants, including a limitation on the aggregate size of future
acquisitions undertaken without lender consent, a requirement that certain
conditions be satisfied prior to consummation of future acquisitions and a
limitation on the amount of capital expenditures permitted by the Company in
future years without lender consent. The Bank Credit Agreement also requires the
Company to maintain specific financial ratios and to satisfy certain financial
condition tests. The Company's ability to meet these financial ratios and
financial condition tests can be affected by events beyond its control, and
there can be no assurance that the Company will meet those tests. The breach of
any of these covenants could result in a default under the Bank Credit
Agreement,
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the Indenture, or both. In the event of a default under the Bank Credit
Agreement or the Indenture, the lenders could seek to declare all amounts
outstanding under the Bank Credit Agreement and the Notes, together with accrued
and unpaid interest, if any, to be immediately due and payable. If the Company
were unable to repay those amounts, the lenders under the Bank Credit Agreement
could proceed against the collateral granted to them to secure that
indebtedness.
POTENTIAL ANTI-TAKEOVER PROVISIONS
The Company's Certificate of Incorporation contains, among other things,
provisions establishing a classified board of directors (with directors serving
for staggered terms) and authorizing the issuance of "blank check" preferred
stock. In addition, the Company is subject to the provisions of Section 203 of
the Delaware General Corporation Law. These provisions could delay, deter or
prevent a merger, consolidation, tender offer, or other business combination or
change of control involving the Company that some or a majority of the Company's
stockholders might consider to be in their best interests, including offers or
attempted takeovers that might otherwise result in such stockholders receiving a
premium over the market price for the Series A Common Stock.
In the event of a Change of Control (as defined in the Indenture for the
Notes), the Company will be required, subject to certain conditions, to offer to
purchase all outstanding Notes at a price equal to 101% of the principal amount
thereof, plus accrued interest to the date of purchase. In addition, upon such a
Change of Control, the Company will be obligated to prepay all amounts owing
under the Bank Credit Agreement and the commitments thereunder will be reduced
to zero. The requirement that the Company offer to repurchase the Notes and the
obligation to prepay the amounts owing under the Bank Credit Agreement and the
reduction of the commitments thereunder to zero in the event of a Change of
Control may have the effect of deterring a third party from acquiring the
Company in a transaction that would constitute a Change of Control.
CONSIDERATION OF STRATEGIC ALTERNATIVES
The Company has previously announced that, in light of the rapid
consolidation currently underway in the broadcast industry, the Company is
exploring how to achieve the benefits of consolidation through a strategic
alliance, possible sale of the Company or another alternative. While the Company
is continuing to investigate such strategic alternatives, it is unable to
predict what kind of alternative it may ultimately pursue, if any, or the effect
that its consummation of such an alternative or its decision not to pursue any
such alternative may have on the Company.
SHARES ELIGIBLE FOR FUTURE SALE; DILUTION OF VOTING RIGHTS
As of January 6, 1997, the Company has outstanding 3,846,941 shares of
Series A Common Stock, 200,000 shares of Series B Common Stock and 7,300,000
shares of Series C Common Stock, all of which shares of Series B Common Stock
and Series C Common Stock are convertible into shares of Series A Common Stock
on a share for share basis. Of these shares, 3,619,260 shares of Series A Common
Stock are tradeable without restriction unless they are purchased by affiliates
of the Company; and the other outstanding 7,727,654 shares of Common Stock are
"restricted securities" under the Securities Act of 1933, as amended (the
"Securities Act"). These "restricted securities" may be sold only if they are
registered under the Securities Act or pursuant to an applicable exemption from
the registration requirements of the Securities Act, including Rule 144
thereunder.
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In addition, in connection with the acquisition of the Arkansas Stations,
the Company issued 10,938 shares of Series A Preferred Stock and 10,938 shares
of Series B Preferred Stock to the Selling Security Holders. The Series A
Preferred Stock currently is convertible into 312,514 shares of Series A Common
Stock, 185,714 shares of which are included in the Shares offered by the Selling
Security Holders hereby. The Series B Preferred Stock is not convertible into
Series A Common Stock until July 2001, and then only if the Company has not
redeemed such shares of Series B Preferred Stock by that date. All of the shares
of Series A Common Stock underlying the Preferred Stock other than those
included in the Shares offered hereby will be restricted securities.
No prediction can be made as to the effect, if any, that market sales of
the restricted shares or the availability of such shares for future sale will
have on the market price of shares of Series A Common Stock prevailing from time
to time. Up to an additional 1,547,306 shares of Series C Common Stock are
reserved for issuance under the Company's stock option plan. To the extent
shares of Series C Common Stock are converted into Series A Common Stock, the
voting rights of the Series A Common Stock offered hereby will be diluted.
Future sales of substantial amounts of Series A Common Stock by existing
stockholders could adversely affect the prevailing market price of the Series A
Common Stock and the Company's ability to raise additional capital.
DIVIDEND RESTRICTIONS
The terms of the Company's Bank Credit Agreement and the Indenture restrict
the Company from paying dividends on its Common Stock. The Company does not
expect to pay dividends on its Common Stock in the foreseeable future.
RECENT DEVELOPMENTS
The Company has previously announced that, in light of the rapid
consolidation currently underway in the broadcast industry, the Company is
exploring how to achieve the benefits of consolidation through a strategic
alliance, possible sale of the Company or another alternative. While the Company
is continuing to investigate such strategic alternatives, it is unable to
predict what kind of alternative it may ultimately pursue, if any, or the effect
that its consummation of such an alternative or its decision not to pursue any
such alternative may have on the Company.
On November 20, 1996, the Company entered into a definitive agreement with
Gannett Co., Inc. ("Gannett") to exchange Argyle's WZZM-TV, the ABC affiliate in
Grand Rapids, Michigan, and WGRZ-TV, the NBC affiliate in Buffalo, New York, for
Gannett's WLWT, the NBC affiliate in Cincinnati, Ohio, and KOCO, the ABC
affiliate in Oklahoma City, Oklahoma. Gannett will also receive $20 million in
additional consideration from the Company. The transaction is expected to close
during the first quarter of 1997 and is subject to the satisfactory completion
of a due diligence period, approval of the license transfers by the FCC and
certain other conditions.
The markets, Designated Market Area ("DMA") size (in terms of television
households), network affiliations and other information for the stations
involved in this transaction are as follows:
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TO THE COMPANY FROM GANNETT
<TABLE>
<CAPTION>
Call Letters Market DMA Size Channel Network
- -------------- ----------------- -------- ------- -------
<S> <C> <C> <C> <C>
WLWT Cincinnati, OH 29 5 NBC
KOCO Oklahoma City, OK 43 5 ABC
</TABLE>
TO GANNETT FROM THE COMPANY
<TABLE>
<CAPTION>
Call Letters Market DMA Size Channel Network
- -------------- ----------------- -------- ------- -------
<S> <C> <C> <C> <C>
WZZM Grand Rapids, MI 38 13 ABC
WGRZ Buffalo, NY 39 2 NBC
</TABLE>
DESCRIPTION OF CAPITAL STOCK
AUTHORIZED SHARES
The Company's authorized capital stock consists of 50,000,000 shares of
Common Stock, $.01 par value per share ("Common Stock"), and 1,000,000 shares of
Preferred Stock, $.01 par value per share ("Preferred Stock"), both classes
being issuable in series.
COMMON STOCK
Of the Company's 50,000,000 shares of authorized Common Stock, 35,000,000
shares are designated as Series A Common Stock, 200,000 shares are designated as
Series B Common Stock and 14,800,000 shares are designated as Series C Common
Stock. Shares of Common Stock are not redeemable or subject to further calls or
assessments, except as described under "-Foreign Ownership." To the extent that
the holder thereof is entitled to vote as described below, each holder of Common
Stock is entitled to one vote per share of Common Stock which that person holds.
Holders of Common Stock are entitled to receive such dividends, if any, as may
be declared by the Company's Board of Directors out of funds legally available
therefor and are entitled to share ratably in the net assets available for
distribution to such holders upon liquidation, dissolution and winding up of the
Company.
Except as otherwise described below, the issued and outstanding shares of
Series A Common Stock and 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 Series A Common Stock and Series B Common Stock entitling
the holder thereof to one vote on all such matters. Except as required by
Delaware law, the Series C Common Stock has no voting rights. With respect to
any election of directors, (i) the holders of the shares of Series B Common
Stock are entitled to vote separately as a class in order to elect a majority of
the Company's Board of Directors (the "Series B Directors") and (ii) the holders
of the shares of Series A Common Stock are entitled to vote separately as a
class in order to elect the balance of the Company's Board of Directors (the
"Series A Directors"). Only the holders of the Series A Common Stock voting as a
class may remove any Series A Director, and any Series A Director so removed may
be replaced only by the holders of the Series A Common Stock voting separately
as a class. Similarly, only the holders of the Series B Common Stock voting as a
class may remove any Series B Director, and any Series B Director so removed may
be replaced only by the holders of the Series B Common Stock voting separately
as a class. If no shares of Series A Common Stock are issued and outstanding at
any given time, then the holders of shares of Series B Common Stock will elect
all of the Company's
-11-
<PAGE>
directors. Conversely, if no shares of Series B Common Stock are issued and
outstanding, then the holders of shares of Series A Common Stock will elect all
of the Company's directors, subject to obtaining the FCC's prior consent.
The holders of each share of Series B and Series C Common Stock may convert
such share into one fully paid and nonassessable share of Series A Common Stock
subject to the terms and conditions set forth in the Company's Certificate of
Incorporation. Additional authorized shares of Series A Common Stock may be
issued at any time and additional shares of Series C Common Stock may be issued
upon the exercise of options therefor.
Series B Common Stock, all of the outstanding shares of which are held by
Argyle Television Partners, L.P., may not be transferred to any person other
than one or more of the Management Stockholders, Robert J. Owen or any entity
controlled by one or more of the Management Stockholders or Robert J. Owen.
Series B Common Stock, however, may be converted at any time into Series A
Common Stock and freely transferred, subject to the terms and conditions set
forth in the Certificate of Incorporation.
PREFERRED STOCK
Of the 1,000,000 shares of the Preferred Stock that the Company is
authorized to issue under the Company's Certificate of Incorporation, 21,876 are
issued and outstanding, as described below. The Certificate of Incorporation
authorizes the Board of Directors to issue, without any further action by the
Company's stockholders, the Preferred Stock in one or more series, to establish
from time to time the number of shares to be included in each series and to fix
the designations, powers, preferences and rights of the shares of each series
and the qualifications, limitations or restrictions thereof. Although the
ability of the Board of Directors to designate and issue shares of the Preferred
Stock provides desirable flexibility, including the ability to engage in future
public offerings to raise additional capital, the issuance of shares of the
Preferred Stock may have adverse effects on the holders of Common Stock,
including restrictions on dividends on the Common Stock if dividends on shares
of the Preferred Stock have not been paid; dilution of voting power of the
Common Stock to the extent the shares of the Preferred Stock have voting rights;
or, deferral of participation in the Company's assets upon liquidation until
satisfaction of any liquidation preference granted to holders of shares of the
Preferred Stock. In addition, issuance of shares of the Preferred Stock could
make it more difficult for a third party to acquire a majority of the
outstanding voting stock and accordingly may be used as an "anti-takeover"
device.
In connection with the Company's acquisition of the Arkansas Stations, the
Board of Directors established two new series of Preferred Stock by designating
12,500 shares as Series A Preferred Stock and 12,500 shares as Series B
Preferred Stock. The Company then issued 10,938 shares of Series A Preferred
Stock and 10,938 shares of Series B Preferred Stock to the Selling Security
Holders. Both such series of Preferred Stock pay cash dividends at 6.5%
annually. The Series A Preferred Stock is convertible into shares of Series A
Common Stock at a conversion price of $35 per share of Series A Common Stock
(the "Conversion Price"), if the conversion takes place on or before December
31, 2000. The Conversion Price will increase by ten percent each year after
December 31, 2000. In the event that the holders of the Series A Preferred Stock
do not convert such shares into shares of Series A Common Stock by June 11,
2001, the Company may redeem such shares of Series A Preferred Stock at their
stated value. The Series B Preferred Stock is redeemable by the Company at its
stated value at any time after June 11, 2001. In the event that the shares of
Series B Preferred Stock are not redeemed by July 11, 2001, then the holders of
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<PAGE>
the Series B Preferred Stock may convert such shares into shares of Series A
Common Stock at a conversion price equal to the then fair market price of the
Series A Common Stock.
FOREIGN OWNERSHIP
Under the Company's Certificate of Incorporation and to comply with FCC
rules and regulations, the Company is not permitted to issue or transfer on its
books any of its capital stock to or for the account of any alien if, after
giving affect to such issuance or transfer, the capital stock held by or for the
account of any alien or aliens would exceed, individually or in the aggregate,
25% of the Company's capital stock at any time outstanding. Pursuant to the
Certificate of Incorporation, the Company will have the right to repurchase
shares owned by aliens at their fair market value to the extent necessary, in
the judgment of the Company's Board of Directors, to comply with the alien
ownership restrictions of the FCC. Any issuance or transfer of capital stock in
violation of such prohibition will be void and of no force and effect. The
Certificate of Incorporation also provides that no alien or aliens shall be
entitled to vote, direct or control the vote of more than 25% of the total
voting power of all the shares of capital stock of the Company outstanding and
entitled to vote at any time and from time to time. In addition, the Certificate
of Incorporation provides that no alien shall be qualified to act as an officer
of the Company and no more than 25% of the total number of directors of the
Company at any time may be aliens, although the related prohibitions have been
eliminated from the Communications Act of 1934, as amended. The Certificate of
Incorporation further gives the Board of Directors of the Company all power
necessary to administer the above provisions.
CERTAIN ANTI-TAKEOVER MATTERS
The Company's Certificate of Incorporation provides for a classified board
of directors with directors serving for staggered terms and authorizes the
issuance of "blank check" preferred stock. In addition, the Company is a
Delaware corporation and is subject to Section 203 of the Delaware General
Corporation Law. In general, subject to certain exceptions, Section 203
prohibits a Delaware corporation from engaging in a "business combination" with
an "interested stockholder" for a period of three years following the date that
such stockholder became an interested stockholder, unless (i) prior to such date
the board of directors of the corporation approved either the business
combination or the transaction which resulted in the stockholder becoming an
interested stockholder, or (ii) upon consummation of the transaction which
resulted in the stockholder becoming an interested stockholder, the interested
stockholder owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced (excluding for purposes of
determining the number of shares outstanding those shares owned by (x) persons
who are directors and also officers and (y) employee stock plans in which
employee participants do not have the right to determine confidentially whether
shares held subject to the plan will be tendered in a tender or exchange offer),
or (iii) on or subsequent to such date, the business combination is approved by
the board of directors and authorized at an annual or special meeting of
stockholders, and not by written consent, by the affirmative vote of at least 66
2/3% of the outstanding voting stock which is not owned by the interested
stockholder. Section 203 defines a "business combination" to include certain
mergers, consolidations, asset sales and stock issuances and certain other
transactions resulting in a financial benefit to an "interested stockholder." In
addition, Section 203 defines an "interested stockholder" to include any entity
or person beneficially owning 15% or more of the outstanding voting stock of the
corporation and any entity or person affiliated with such an entity or person.
-13-
<PAGE>
LIMITATIONS ON DIRECTOR LIABILITY
The Company's Certificate of Incorporation provides that, to the fullest
extent permitted by the General Corporation Law of Delaware, a director or
former director of the Company shall not be personally liable to the Company or
its stockholders for monetary damages for breach of fiduciary duty as a
director.
REGISTRATION RIGHTS
After distribution of the Company's Common Stock held by Argyle Television
Investors, L.P. ("ATI") certain limited partners of ATI will have piggyback
registration rights in connection with certain future public offerings of equity
securities by the Company.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Company's Series A Common Stock is
Harris Trust and Savings Bank.
LISTING
The Series A Common Stock is quoted on the Nasdaq National Market under the
trading symbol "ARGL."
-14-
<PAGE>
SELLING SECURITY HOLDERS
The following table sets forth certain information as of January 6, 1997
with respect to the Series A Common Stock beneficially owned by the Selling
Security Holders.
<TABLE>
<CAPTION>
Number of Before After
Shares Number Offering Offering
Name and Address of Beneficially of Shares Percentage of Percentage of
Selling Security Owned/1/ Offered Common Stock Common Stock/2/
Holders ------------ --------- -------------- ----------------
- ----------------------------
<S> <C> <C> <C> <C>
Robin Hernreich 378,129 289,358 9.83% 2.08%
711-B Garrison Avenue
Fort Smith, Arkansas 72901
Cynthia Hernreich-Beller 162,039 124,010 4.21% 0.89%
711-B Garrison Avenue
Fort Smith, Arkansas 72901
------- -------
TOTAL: 540,168 413,368
======= =======
</TABLE>
/1/Includes shares to be issued upon the conversion of Series A Preferred Stock,
assuming the conversion of all 10,938 shares of Series A Preferred Stock at the
Conversion Price of $35.00.
/2/Assumes the sale by Selling Security Holders of all shares offered hereby.
TRANSACTIONS WITH THE SELLING SECURITY HOLDERS
On June 11, 1996, the Company issued 227,654 shares of its Series A Common
Stock, 10,938 shares of Series A Preferred Stock and 10,938 shares of Series B
Preferred Stock to the Selling Security Holders pursuant to the Agreement and
Plan of Reorganization dated March 15, 1996, among the Company, KHBS Argyle
Television, Inc., Sigma Broadcasting, Inc. and the Selling Security Holders.
Pursuant to a Registration Rights Agreement dated June 11, 1996, the Company
granted certain registration rights to the Selling Security Holders with respect
to the Shares offered hereby. On October 29, 1996, the Selling Security Holders
requested the registration of 227,654 shares of Series A Common Stock that they
held directly as well as the 185,714 shares of Series A Common Stock underlying
6,500 shares of Series A Preferred Stock held by the Selling Security Holders.
In order to sell the 185,714 shares of Series A Common Stock underlying the
6,500 shares of Series A Preferred Stock, the Selling Security Holders will have
to exercise their right to convert such 6,500 shares of Series A Preferred
Stock.
PLAN OF DISTRIBUTION
The Selling Security Holders may sell any of the Shares offered hereunder
from time to time in one or more transactions (including block transactions) on
the Nasdaq National Market System or any other exchange on which the Series A
Common Stock may be admitted for trading, or in the over-the-counter market, in
each case pursuant to and in accordance with any applicable rules of such market
or exchange. The Selling Security Holders may also sell Shares in special
offerings, exchange distributions or secondary distributions, in each case
pursuant to and in accordance with any applicable rules of any market or
exchange, in negotiated transactions, including through the writing of options
on
-15-
<PAGE>
Shares (whether such options are listed on an options exchange or otherwise), or
otherwise. The Selling Security Holders may effect such transactions by selling
Shares directly, or to or through underwriters, dealers, brokers or agents, or
any combination thereof. Any such underwriters, dealers, brokers or agents may
sell such Shares to purchasers in one or more transactions (including block
transactions) on the Nasdaq National Market System or otherwise. Any sales may
be made at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices. Without limiting the
foregoing, brokers may act as dealers by purchasing any and all of the Shares
covered by this Prospectus either as agents for others or as principals for
their own accounts and reselling such Shares pursuant to this Prospectus. In
effecting sales, brokers or dealers engaged by the Selling Security Holders may
arrange for other brokers or dealers to participate. A member firm of a
securities exchange may be engaged to act as the Selling Security Holders' agent
in the sale of Shares by the Selling Security Holders. Any underwriters,
brokers, dealers and agents will receive commissions, discounts or fees from the
Selling Security Holders in amounts to be negotiated prior to the sale. To the
extent required, specific information regarding the transaction will be set
forth in a Prospectus Supplement.
The Selling Security Holders and any underwriters, brokers, dealers, agents
or others that participate with the Selling Security Holders in the distribution
of the Shares may be deemed to be "underwriters" within the meaning thereof
under the Securities Act of 1933, as amended and any commissions, discounts or
fees received by such persons and any profit on the resale of the shares
purchased by such persons may be deemed to be underwriting commissions or
discounts under the Securities Act of 1993, as amended. Agents may be entitled
under agreements entered into with the Selling Security Holders to
indemnification against certain civil liabilities, including liabilities under
the Securities Act of 1933, as amended.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares offered hereby by either of the Selling Security Holders. See "Plan of
Distribution".
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<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Company hereby incorporates the following documents into this
Prospectus by reference:
1. Reports of Independent Public Accountants and audited financial
statements for The Hawaii Stations and WGRZ on pages F-36
through F-63 of Amendment No. 2 to the Company's Form S-1
Registration Statement dated October 17, 1995.
2. Form 10-Q/A Amendment No. 1 to the Company's Quarterly Report
for the quarter ended September 30, 1995.
3. The Company's Annual Report on Form 10-K for the year ended
December 31, 1995.
4. The Company's Proxy Statement dated March 27, 1996 in
connection with the Annual Meeting of Stockholders of the
Company held on April 30, 1996.
5. The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996.
6. The Company's Current Report on Form 8-K dated June 11, 1996.
7. The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996.
8. The Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996.
9. The Company's Current Report on Form 8-K dated November 20,
1996.
10. The Company's Current Report on Form 8-K dated January 3, 1997.
11. The description of Series A Common Stock contained in the
Company's Registration Statement on Form 8-A, filed with the
Commission on October 17, 1995, as amended.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Common Stock offered hereby shall be
deemed to be incorporated by reference into this Prospectus.
LEGAL MATTERS
The validity of the Series A Common Stock offered hereby will be passed
upon for the Company by Locke Purnell Rain Harrell (A Professional Corporation),
Dallas, Texas.
EXPERTS
The consolidated financial statements and schedule of the Company and the
combined financial statements of Northstar Television of Grand Rapids, Inc.,
Northstar Television of Jackson, Inc., and Northstar Television of Providence,
Inc. appearing in the Company's Annual Report (Form 10-K) for the year ended
December 31, 1995 have been audited by Ernst & Young LLP, independent auditors,
as set forth in their reports thereon included therein and incorporated herein
by reference. Such consolidated financial statements and schedule of the Company
and such combined financial statements of Northstar Television of Grand Rapids,
Inc., Northstar Television of Jackson, Inc., and Northstar Television of
Providence, Inc. are incorporated herein by reference in reliance upon such
reports given upon the authority of such firm as experts in accounting and
auditing.
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<PAGE>
The financial statements of Sigma Broadcasting, Inc. for the year ended
December 31, 1995 appearing in the Company's Form 8-K, dated January 3, 1997
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon included therein and incorporated herein by reference. Such
financial statements are incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
The financial statements of WGRZ and The Hawaii Stations as of December 31,
1994 and 1993 appearing in Amendment No. 2 to the Company's Form S-1
Registration Statement dated October 17, 1995 have been audited by Arthur
Andersen LLP, independent public accountants, as set forth in their reports
thereon included therein and incorporated herein by reference. Such financial
statements are incorporated herein by reference in reliance upon the authority
of said firm as experts in accounting and auditing.
-18-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses of the offering are estimated (except as indicated) as to be
as follows:
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission Registration Fee (actual) $ 3,030
Legal Fees and Expenses....................................... 6,000
Accounting Fees and Expenses.................................. 6,000
Other......................................................... 5,000
-------
Total......................................................... $20,030
=======
</TABLE>
All of the above expenses will be borne by the Company.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL") provides,
in effect, that any person made a party to any action by reason of the fact that
he is or was a director, officer, employee or agent of the Company may and, in
certain cases, must be indemnified by the Company against, in the case of a non-
derivative action, judgments, fines, amounts paid in settlement and reasonable
expenses (including attorney's fees) incurred by him as a result of such action,
and in the case of a derivative action, against expenses (including attorney's
fees), if in either type of action he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Company. This indemnification does not apply, in a derivative action, to matters
as to which it is adjudged that the director, officer, employee or agent is
liable to the Company, unless upon court order it is determined that, despite
such adjudication of liability, but in view of all the circumstances of the
case, he is fairly and reasonably entitled to indemnity for expenses, and, in a
non-derivative action, to any criminal proceeding in which such person had
reasonable cause to believe his conduct was unlawful.
Article Eleven of the Company's Certificate of Incorporation provides that
no director or former director of the Company shall be liable to the Company or
its stockholders for monetary damages for breach of fiduciary duty as a director
to the fullest extent permitted by Delaware Law.
Article Ten of the Company's Certificate of Incorporation provides that the
Company shall indemnify any and all of its directors and officers, or former
directors and officers, or any person who may have served at the Company's
request as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise.
II-1
<PAGE>
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Description
- ------------- -------------------------------------------------------------------
<S> <C>
4.1 Specimen Common Stock Certificate (incorporated herein by
reference to Exhibit 4.1 to Registrant's Registration Statement on
Form S-1 dated October 23, 1995).
4.2/*/ Registration Rights Agreement dated as of June 11, 1996, by and
between the Registrant and Selling Security Holders.
5.1/*/ Opinion of Locke Purnell Rain Harrell (A Professional
Corporation).
23.1/*/ Consent of Counsel (Included in Exhibit 5.1).
23.2/*/ Consents of Independent Auditors.
23.3/*/ Consent of Independent Public Accountants.
24.1/*/ Power of Attorney (Included on the Signature Page of this
Registration Statement).
_______________
/*/ Filed herewith
</TABLE>
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the Company pursuant to Section 13 or Section 15 (d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new
II-2
<PAGE>
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Company's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will
be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Antonio, State of Texas, on January 7, 1997.
ARGYLE TELEVISION, INC.
BY: /s/ Dean H. Blythe
-------------------------------------
Dean H. Blythe
Vice President, Secretary and General
Counsel
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints each of Bob Marbut, Harry T. Hawks and
Dean H. Blythe, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission and any state or other
securities authority, granting unto each said attorney-in-fact and agent full
power and authority to do and perform each and every act in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them or their substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Bob Marbut Chief Executive Officer and January 7, 1997
- -------------------------- Chairman of the Board of Director
Bob Marbut (Principal Executive Officer)
/s/ Blake Byrne President, Chief Operating Officer and January 7, 1997
- -------------------------- Director
Blake Byrne
/s/ Ibra Morales Executive Vice President, Chief January 7, 1997
- -------------------------- Revenue Officer and Director
Ibra Morales
/s/ Harry T. Hawks Chief Financial Officer, Assistant January 7, 1997
- -------------------------- Secretary and Treasurer (Principal
Harry T. Hawks Financial Officer)
/s/ Teresa Lopez Controller and Assistant Secretary January 7, 1997
- -------------------------- (Principal Accounting Officer)
Teresa Lopez
/s/ Caroline L. Williams Director January 7, 1997
- --------------------------
Caroline L. Williams
/s/ David Pulver Director January 7, 1997
- --------------------------
David Pulver
</TABLE>
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Exhibit Page
- ----------- ----------------------------------------------------------------- ----
<C> <S> <C>
4.1 Specimen Common Stock Certificate (incorporated herein by
reference to Exhibit 4.1 to Registration Statement on Form S-1
dated October 23, 1995).
4.2 /*/ Registration Rights Agreement dated as of June 11, 1996, by
and between the Registrant and the Selling Security Holders.
5.1 /*/ Opinion of Locke Purnell Rain Harrell (A Professional
Corporation).
23.1 /*/ Consent of Counsel (Included in Exhibit 5.1).
23.2 /*/ Consents of Independent Auditors.
23.3 /*/ Consent of Independent Public Accountants.
24.1 /*/ Power of Attorney (Included on the Signature Page of the
Registration Statement).
______________________
/*/Filed herewith
</TABLE>
<PAGE>
EXHIBIT 4.2
-----------
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is entered into this
11th day of June, 1996, by and among Argyle Television, Inc. ("Argyle") and
Robin Hernreich, also known as Robert Hernreich, and Cynthia Hernreich-Beller,
the sole stockholders of Sigma Broadcasting, Inc. (collectively the "Sigma
Stockholders" and individually a "Sigma Stockholder").
Reference is made to the Agreement and Plan of Reorganization (the
"Reorganization Agreement") dated March 15, 1996, among Argyle, KHBS Argyle
Television, Inc., Sigma Broadcasting, Inc. and the Sigma Stockholders. For
convenience, the capitalized terms used in this agreement shall have the
respective meanings given to them in the Reorganization Agreement, unless
otherwise defined herein. The Sigma Stockholders agree as follows concerning the
registration under the Securities Act of 1933 (as amended, the "Act") all of the
227,654 shares of Series A Common Stock of Argyle acquired by such Sigma
Stockholders as of the date hereof, as well as the shares of Series A Common
Stock underlying 6,500 shares of Series A Preferred Stock of Argyle acquired by
the Sigma Stockholders as of the date hereof (such shares of Series A Common
Stock of Argyle are referred to collectively as the "Argyle Shares").
1. Notice of Desire to Register. Should any Sigma Stockholder desire
----------------------------
to cause any Argyle Shares to be registered under the Act during the period
beginning on October 31, 1996 and ending on the earlier of (a) the date 24
months after the Closing Date or (b) such date as the Sigma Stockholders
may, under the Act and applicable state securities laws, publicly resell
the Argyle Shares without registration or resale restrictions under such
Act and laws (the "Registration Period"), such Sigma Stockholder shall
notify Argyle of such desire in writing. The written notice (a "Notice")
shall specify the number of Argyle Shares the Sigma Stockholder desires to
register and shall request Argyle to register these shares for sale under
the Act. Within 10 Business Days after receipt of a Notice, Argyle shall
give notice to the remaining Sigma Stockholder if applicable, of the
request to register Argyle Shares for sale. The remaining Sigma Stockholder
shall have 10 Business Days after the date of such notice to deliver a
Notice to Argyle of his or her desire to register Argyle Shares pursuant to
the requested registration. As used in this Agreement, "Business Day" means
any day that is not a Saturday, a Sunday or a day on which banks are
required or permitted to be closed in the State of Delaware, the State of
Texas or the State of New York.
The aggregate number of Argyle Shares the Sigma Stockholders desire to
register in the Notice(s) timely received by Argyle are hereafter referred
to as the "Shares." The Sigma Stockholders delivering timely Notices to
Argyle are hereafter referred to as the "Registering Stockholders."
2. Obligation to File Registration Statement. Argyle shall prepare and
-----------------------------------------
file with the Securities and Exchange Commission ("SEC") a registration
statement as required by the Act covering the secondary offering of the
Shares. Argyle will use reasonable efforts to cause the registration
statement to be declared effective by the SEC as soon as practical after
the Registering Stockholders and number of Shares to be so registered have
been determined in accordance with Section 1.
Notwithstanding the foregoing, Argyle's obligation to prepare, file and use
reasonable efforts to cause to become effective a registration statement is
limited as follows:
<PAGE>
(a) No more than one registration statement shall be filed in
any 12-month period and the aggregate number of Shares registered and
available for sale at any time during the Registration Period,
together with all such Argyle Shares sold by the Sigma Stockholders
previously, shall never exceed the total number of Argyle Shares
described in the second paragraph of this Agreement. In the event the
total number of Shares the Sigma Stockholders desire to register
exceeds the total number of Argyle Shares, the number of Shares
registered for each Sigma Stockholder shall be his or her pro rata
portion of the Argyle Shares that may still be sold under the terms of
this Agreement based upon his or her request as compared to the total
request.
(b) Argyle shall not be required to prepare, file or cause to become
effective a registration statement if the aggregate number of Shares
included in the Notice is less than 50,000 Shares.
3. Costs of Registration. Argyle shall bear all costs of registration
---------------------
pursuant to the Act (including registration fees and the expenses of
preparing, printing and filing of the registration statement, and any
preliminary and final prospectuses), transfer agent fees, and its own legal
and accounting fees. The Registering Stockholders shall bear all other
costs associated with the sale of the Shares, including without limitation
all underwriting discounts or commissions, brokerage fees, transfer taxes,
and related expenses, the cost of their own counsel and, to the extent not
borne by any underwriter or broker, the cost of counsel of any underwriter
or broker involved in the registration or sale of the Shares and the costs
associated with compliance with any foreign or state "blue sky" or
securities laws.
4. Prior Notice of Sale. Each Registering Stockholder agrees to give
--------------------
Argyle written notice of the sale of any Argyle Shares pursuant to any
registration statement filed pursuant to this Agreement at least three
Business Days prior to the date of such proposed sale. For this purpose,
notice shall be deemed given to Argyle at the time such written notice is
actually received by Argyle.
5. Obligations to Maintain Effectiveness. Argyle shall take all
-------------------------------------
necessary steps to maintain the effectiveness of the registration statement
and keep current any related prospectus during the Registration Period;
subject to the limitations set forth in Section 2(b).
6. Piggyback Rights. If, at any time during the Registration Period,
----------------
Argyle registers pursuant to the Act and sells for cash in a public
distribution for its own account any Argyle Series A Common Stock, Argyle
shall, upon request, register and allow either or both Sigma Stockholders
to sell in conjunction with such distribution any or all of their Argyle
Shares; provided, however, that Argyle shall not be required to permit any
Sigma Stockholder to participate in such distribution if the managing
underwriters for such distribution advise Argyle in writing that the sale
of the Argyle Shares by such Sigma Stockholder may adversely affect the
distribution. This Section shall not be applicable to the sale by Argyle of
(i) securities convertible into or exchangeable for Argyle Series A Common
Stock, or (ii) any other security of Argyle other than Argyle Series A
Common Stock. Argyle shall give the Sigma Stockholders such notice of a
proposed public distribution as is reasonable under the circumstances,
giving primary consideration to the need of Argyle to raise capital and the
timing of the proposed distribution. To the extent the Sigma Stockholders
participate in such distribution they shall:
(a) bear their pro rata portion of the cost of all underwriting
discounts or commission, brokerage fees, transfer taxes, foreign or
blue sky registration
<PAGE>
fees, other related expenses of sale and, to the extent not borne by
any underwriter, the cost of counsel to any underwriter; and
(b) bear the cost of their own counsel.
Argyle shall bear all other costs of registration pursuant to the Act
(including registration fees and the expenses of preparing, printing and
filing of the registration statement, and any preliminary and final
prospectuses), transfer agent fees and its legal and accounting fees.
7. No Assignment. The Sigma Stockholders shall have no right to assign
-------------
their registration rights hereunder and no such registration rights shall
be transferred to or inure to the benefit of any purchaser or other
subsequent holder of Argyle Shares; provided, however, all registration
rights herein granted to the Sigma Stockholders shall inure to the benefit
of and be binding upon the Sigma Stockholders' respective legal
representatives, legatees and heirs.
8. Cooperation. Each Sigma Stockholder agrees to cooperate and provide
-----------
all information necessary to assure that any registration statement
required hereunder shall be filed promptly and be declared effective by the
SEC as soon as reasonably practical after the preliminary filing thereof.
9. Indemnification. Argyle will indemnify and hold harmless each
---------------
Registering Stockholder from and against any and all claims, actions,
demands, losses, damages, liabilities, costs and expenses to which such
Registering Stockholder may become subject under the Act or otherwise,
insofar as such claims, actions, demands, losses, damages, liabilities,
costs or expenses arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in any registration
statement filed by Argyle pursuant to this Agreement, or any prospectus
contained therein, or any amendment or supplement thereto, or arise out of
or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that Argyle will not
be liable in any such case to the extent that any such claim, action,
demand, loss, damage, liability, cost or expense is caused by an untrue
statement or alleged untrue statement or omission or alleged omission so
made in conformity with information furnished by such Registering
Stockholders in writing specifically for use in the preparation thereof.
The Registering Stockholders jointly and severally agree to indemnify and
hold harmless Argyle from and against any and all claims, actions, demands,
losses, damages, liabilities, costs or expenses to which Argyle may become
subject under the Act or otherwise, insofar as such claims, actions,
demands, losses, damages, liabilities, costs or expenses are caused by any
untrue or alleged untrue statement of any material fact contained in such
registration statement, any prospectus contained therein or any amendment
or supplement thereto, or are caused by the omission or the alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in
which they were made, not misleading, in each case to the extent that such
untrue statement or alleged untrue statement of omission or alleged
omission was so made in conformity with written information furnished by
any Registering Stockholder or an underwriter therefor specifically for use
in the preparation thereof.
Promptly after receipt by a party indemnified pursuant to the provisions of
this Section of notice of the commencement of any action involving the
subject matter of the foregoing indemnity provisions, such indemnified
party will, if a claim thereof is
<PAGE>
to be made against the indemnifying party pursuant to the provisions of
this Section, notify the indemnifying party of the commencement thereof;
but the omission so to notify the indemnifying party otherwise than under
this Section shall not relieve the indemnifying party from liability under
this Section unless such indemnifying party is prejudiced by such
omission. In case such action is brought against any indemnified party and
it notifies the indemnifying party of the commencement thereof, the
indemnifying party shall have the right to participate in, and, to the
extent that it may wish, jointly with any other indemnifying party
similarly notified, to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified party, and after notice from the
indemnifying party to such indemnified party of its election so to assume
the defense thereof, the indemnifying party will not be liable to such
indemnified party pursuant to the provisions of this Section for any legal
or other expense subsequently incurred by such indemnified party in
connection with the defense thereof other than reasonable costs of
investigation. No indemnifying party shall be liable to an indemnified
party for any settlement of any action or claim without the consent of the
indemnifying party; provided that no indemnifying party may unreasonably
withhold its consent to any such settlement. No indemnifying party will
consent to entry of any judgment or enter into any settlement which does
not include as an unconditional term thereof the giving by the claimant or
plaintiff to such indemnified party of a release from all liability in
respect to such claim or litigation.
10. Address for Notices. All notices required or permitted to be given
-------------------
hereunder shall be in writing and may be delivered by hand, by facsimile,
by nationally recognized private courier or by United States mail. Notices
delivered by mail shall be deemed given three Business Days after being
deposited in the United States mail, postage prepaid, registered or
certified mail, return receipt requested. Notices delivered by hand, by
facsimile or by nationally recognized private courier shall be deemed
given on the first Business Day following receipt; provided, however, that
-------- -------
a notice delivered by facsimile shall only be effective if such notice is
also delivered by hand, or deposited in the United States mail, postage
prepaid, registered or certified mail, return receipt requested, on or
before two Business Days after its delivery by facsimile. All notices
shall be addressed as follows:
If to the Sigma
Stockholders: Robert Hernreich
Sigma Broadcasting, Inc.
711-B Garrison Avenue
Fort Smith, Arkansas 72901
Facsimile Number: 501/783-1440
Cynthia Hernreich-Beller
Sigma Broadcasting, Inc.
711-B Garrison Avenue
Fort Smith, Arkansas 72901
Facsimile Number: 501/783-1440
If to Argyle: Argyle Television, Inc.
200 Concord Plaza
Suite 700
San Antonio, Texas 78216
Facsimile Number: 210/828-7300
Attention: Dean H. Blythe
<PAGE>
or at such other address as may be designated by such party in a notice
to the other parties.
11. Entire Agreement. This Agreement represents the entire
----------------
understanding and agreement among the parties with respect to the subject
matter of this Agreement. This Agreement supersedes all prior negotiations
between or among any one or more of the parties, and all letters of intent
and other writings relating to such negotiations, including, without
limitation, the letter agreement among the parties dated February 1, 1996.
12. Applicable Law. This Agreement shall be governed and controlled as
--------------
to validity, enforcement, interpretation, construction, effect and in all
other respects by the internal laws of the State of Delaware, without
application of the conflict of laws principles thereof.
13. Amendments. This Agreement shall not be modified or amended except
----------
pursuant to an instrument in writing executed and delivered on behalf of
each of the parties hereto.
14. Headings, Etc. The various headings of this Agreement are inserted
-------------
for ease of reference only and shall not control or affect the meaning or
interpretation of this Agreement or any provisions hereof.
(The balance of this page is intentionally left blank.)
<PAGE>
IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the
date first above written.
ARGYLE:
ARGYLE TELEVISION, INC.
By:/s/ Dean H. Blythe
----------------------------------
Name: Dean H. Blythe
Title: Vice President, Secretary and
General Counsel
THE SIGMA STOCKHOLDERS:
/s/ Robin Hernreich
-------------------------------------
Robin Hernreich
/s/ Cynthia Hernreich-Beller
-------------------------------------
Cynthia Hernreich-Beller
<PAGE>
EXHIBIT 5.1
-----------
LOCKE PURNELL RAIN HARRELL
(A Professional Corporation)
2200 Ross Avenue, Suite 2200
Dallas, Texas 75201
(214) 740-8000
January 6, 1997
Argyle Television, Inc.
200 Concord Plaza, Suite 700
San Antonio, Texas 78216
Re: Registration of 413,368 shares of Series A Common Stock pursuant to a
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel for Argyle Television, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), pursuant to a
Registration Statement on Form S-3 (the "Registration Statement"), of 413,368
shares of Series A Common Stock, $.01 par value, of the Company (the "Series A
Common Stock"), filed with the Securities and Exchange Commission, to which this
opinion appears as Exhibit 5.1.
We have made such inquiries and examined such documents as we have
considered necessary or appropriate for the purpose of giving the opinion
hereinafter set forth. We have assumed the genuineness and authenticity of all
signatures on all original documents, the authenticity of all documents
submitted to us as originals, the conformity to originals of all documents
submitted to us as copies and the due authorization, execution, delivery or
recordation of all documents where due authorization, execution or recordation
are prerequisites to the effectiveness thereof.
Based upon the foregoing, having regard for such legal considerations as we
deem relevant, we are of the opinion that the 413,368 shares of Series A Common
Stock, as described in the Registration Statement, have been duly authorized and
upon issuance will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.1 to the Registration Statement. By so
consenting, we do not thereby admit that our firm's consent is required by
Section 7 of the Securities Act.
Very truly yours,
LOCKE PURNELL RAIN HARRELL
(A Professional Corporation)
By: /s/ Trey Cutler
----------------------------------
<PAGE>
EXHIBIT 23.2
------------
CONSENTS OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 333-_______________) of Argyle Television,
Inc. for the registration of 413,368 shares of its common stock and to the
incorporation by reference therein of our report dated March 11, 1996 with
respect to the consolidated financial statements and schedule of Argyle
Television, Inc. and of our report dated March 6, 1995 with respect to the
combined financial statements of Northstar Television of Grand Rapids, Inc.,
Northstar Television of Jackson, Inc. and Northstar Television of Providence,
Inc., included in Argyle Television, Inc.'s Form 10-K for the year ended
December 31, 1995 filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
January 6, 1997
San Antonio, Texas
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 333-_______________) of Argyle Television,
Inc. for the registration of 413,368 shares of its common stock and to the
incorporation by reference therein of our report dated July 26, 1996 with
respect to the financial statements of Sigma Broadcasting, Inc. for the year
ended December 31, 1995 included in Argyle Television, Inc.'s Form 8-K, dated
January 3, 1997, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
January 6, 1997
San Antonio, Texas
<PAGE>
EXHIBIT 23.3
------------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement our reports dated July 10, 1996, on
the Financial Statements of The Hawaii Stations and on the Financial Statements
of WGRZ included in Amendment No. 2 of Argyle Televisions, Inc.'s Form S-1
Registration Statement dated October 17, 1995 and to all references to our Firm
included in this Registration Statement.
ARTHUR ANDERSEN LLP
Washington, D.C.
December 30, 1996
