Page 1 of 4
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
-----------------------
ARGYLE TELEVISION, INC.
(Name of Issuer)
SERIES A COMMON STOCK
(Title of Class of Securities)
03991410
(Cusip Number)
-----------------------
JODIE W. KING, ESQ.
THE HEARST CORPORATION
959 EIGHTH AVENUE
NEW YORK, NEW YORK 10019
(212) 649-2025
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
-----------------------
COPY TO:
STEVEN A. HOBBS, ESQ.
ROGERS & WELLS
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
-----------------------
August 1, 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. <square>
Check the following box if a fee is being paid with this statement <square>
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has filed
no amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
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 ("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).
===============================================================================
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CUSIP No. 03991410 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
<TABLE>
<CAPTION>
THE HEARST CORPORATION
<S> <C> <C> <C>
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) <square>
(b) <square>
3. SEC USE ONLY
4. SOURCE OF FUNDS
O (see item 3)
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
<square>
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 7,565,000
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH
10. SHARED DISPOSITIVE POWER
7,565,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,565,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
<square>
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.67% (Based on a total of 11,346,914 shares reported
outstanding on a fully diluted basis)
14. TYPE OF REPORTING PERSON
CO
</TABLE>
PAGE
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CUSIP No. 03991410 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
<TABLE>
<CAPTION>
THE HEARST FAMILY TRUST
<S> <C> <C> <C>
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) <square>
(b) <square>
3. SEC USE ONLY
4. SOURCE OF FUNDS
O (see item 3)
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
<square>
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7. SOLE VOTING POWER
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 7,565,000
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER
7,565,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,565,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
<square>
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.67% (Based on a total of 11,346,914 shares
outstanding on a fully diluted basis)
14. TYPE OF REPORTING PERSON
CO
</TABLE>
PAGE
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SCHEDULE 13D
This Amendment No. 1, which relates to shares of Series A Common
Stock, $0.01 par value per share ("Series A Common Stock") of Argyle
Television, Inc., a Delaware Corporation (the "Issuer"), is being
filed jointly by The Hearst Corporation, a Delaware corporation ("Hearst")
and The Hearst Family Trust, a testamentary trust (the "Trust," and
together with Hearst, the "Reporting Persons"), supplements and amends
the statement on Schedule 13D originally filed with the Commission on
April 4, 1997 (as amended, the "Statement").
ITEM 4. PURPOSE OF THE TRANSACTION.
The Voting Agreement attached as Exhibit 7.10 hereto is
incorporated herein for reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) The Subject Shares constitute approximately 66.67% of
the shares of Series A Common Stock outstanding, on a fully diluted basis.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 7.10 Voting Agreement, dated as of August 1, 1997, by
and among The Hearst Corporation, Argyle Television Investors
(Foreign), L.P., and ATI General Partner, L.P.
PAGE
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SCHEDULE III
STOCKHOLDERS SUBJECT SHARES
- ------------ --------------
Argyle Television Investors, L.P. 4,853,718
Argyle Television Investors (Foreign), L.P. 1,746,282
Television Investment Partners, L.P. 700,000
Argyle Foundation 99,000
The Skylark Foundation 65,000
Robin (a/k/a) Robert Hernreich 65,000
Argyle Television Partners, L.P. 36,000
<PAGE>
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: August 1, 1997
THE HEARST CORPORATION
By: /s/ Jodie W. King
--------------------
Name: Jodie W. King
Title: Vice President
<PAGE>
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
Dated: August l, 1997
THE HEARST FAMILY TRUST
By: /s/ Victor F. Ganzi
------------------------
Name: Victor F. Ganzi
Title: Trustee
<PAGE>
<PAGE>
EXHIBIT INDEX
-------------
EXHIBIT NO. DESCRIPTION
- ----------- -----------
Exhibit 7.10 Voting Agreement, dated as of August 1, 1997, by and among The
Hearst Corporation, Argyle Television Investors (Foreign),
L.P., and ATI General Partner, L.P.
<PAGE>
<PAGE>
EXHIBIT 7.10
VOTING AGREEMENT
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 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
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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
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.
PAGE
<PAGE>
(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 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
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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 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.
PAGE
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(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.
(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:
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(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 (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.
PAGE
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(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 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
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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.
PAGE
<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 &
General Counsel
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 &
General Counsel
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