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Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
Hearst-Argyle Television, Inc. (formerly Argyle Television, Inc.)
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(Name of Issuer)
Series A Common Stock, $.01 per share
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(Title of Class of Securities)
422317 10 7
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(CUSIP Number)
Dean H. Blythe
888 Seventh Avenue
New York, New York 10106
(212) 649-2000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 29, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box: [_]
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "ACT") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on the following page(s))
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CUSIP NO. 422317 10 7 Page 2
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bob Marbut
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO (See Item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
1,039,482 (See Item 5)
NUMBER OF -----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 1,039,482 (See Item 5)
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,039,482 (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.6%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 9 pages
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CUSIP NO. 422317 10 7 Page 3
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Argyle Foundation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO (See Item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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7 SOLE VOTING POWER
84,121 (See Item 5)
NUMBER OF -----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 84,121 (See Item 5)
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
84,121 (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
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14 TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 9 pages
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Item 1. Security and Issuer.
-------------------
This statement relates to shares of Series A Common Stock, par value $.01
per share ("Series A Common Stock"), of Hearst-Argyle Television, Inc.(formerly
Argyle Television, Inc.), a Delaware corporation ("Hearst-Argyle" or the
"Company"). The principal executive offices of the Company are located at 888
Seventh Avenue, New York, New York 10106, and its telephone number at such
address is (212) 649-2000.
Item 2. Identity and Background.
-----------------------
(a)-(c), (f) This statement is filed by Bob Marbut ("Marbut") and Argyle
Foundation (each, a "Filing Person" and collectively, the "Filing Persons").
Marbut is a citizen of the United States of America. Marbut's principal
place of business is 888 Seventh Avenue, New York, New York 10106.
Argyle Foundation is a charitable organization established by Marbut under
Section 501(c) of the Internal Revenue Code. Its principal place of business
and principal office is located at 200 Concord Plaza, Suite 700, San Antonio,
Texas 78216.
The name; business address; present principal occupation or employment; and
the name, principal business and address of each corporation or other
organization in which such occupation or employment is conducted for each
executive officer or director, each controlling person, and each executive
officer or director of such controlling person of Argyle Foundation are set
forth on Schedule I hereto, which Schedule I is incorporated herein by
reference.
(d)-(e) None of the Filing Persons nor, to the best knowledge of any of
the Filing Persons, any of the persons listed on Schedule I attached hereto, has
during the past five years, (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
that resulted in a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
The issued and outstanding shares of common stock of Argyle Television,
Inc. ("Argyle") beneficially owned by the Filing Persons were converted into
shares of Series A Common Stock in the Merger. As a consequence, no funds were
required.
Page 4 of 9 pages
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Item 4. Purpose of Transaction.
----------------------
Pursuant to an Amended and Restated Agreement and Plan of Merger, dated as
of March 26, 1997, among The Hearst Corporation, a Delaware corporation
("Hearst"), HAT Merger Sub, Inc., a Delaware corporation and a wholly-owned
subsidiary of Hearst ("Merger Sub"), HAT Contribution Sub, Inc., a Delaware
corporation and a wholly-owned subsidiary of Hearst, and Argyle, effective as of
August 29, 1997, Merger Sub merged with and into Argyle (the "Merger"), with
Argyle as the surviving corporation in the Merger renamed "Hearst-Argyle
Television, Inc." The Filing Persons acquired their shares of Series A Common
Stock pursuant to the Merger.
On September 5, 1997, Hearst-Argyle filed a registration statement on Form
S-3 relating to shares of Series A Common Stock received in the Merger by
stockholders who are former partners of certain partnerships which held shares
of Argyle common stock prior to the Merger. Such stockholders received shares
of Argyle common stock from the partnerships pursuant to previously adopted
plans of liquidation prior to consummation of the Merger and acquired their
shares of Series A Common Stock in exchange for their shares of Argyle common
stock in the Merger.
The Company executed a Registration Rights Agreement for the benefit of
certain holders of Series A Common Stock that are former partners of Argyle
Television Investors, L.P. ("ATI"). These partners (collectively, the "ATI
Holders") include Marbut and certain other persons. The Registration Rights
Agreement provides that such ATI Holders have the right, subject to certain
limitations and conditions, to require Hearst-Argyle to register for
distribution through a firm commitment underwriting all or any portion of the
Series A Common Stock issued to them in the Merger. In addition, the ATI
Holders also have piggyback registration rights with respect to any proposed
offering of Series A Common Stock for cash through a firm commitment
underwriting sought by Hearst-Argyle.
Item 5. Interest in Securities of the Issuer.
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(a) The aggregate number and percentage of the shares of the Company's
capital stock beneficially owned by each of the Filing Persons, and for all of
the Filing Persons collectively, is set forth on Schedule II attached hereto and
incorporated herein by reference.
(b) Schedule II attached hereto shows the number of shares of the
Company's capital stock as to which there is sole power to vote or to direct the
vote, shared power to vote or to direct the vote, sole power to dispose or to
direct the disposition and shared power to dispose or to direct the disposition,
for each of the Filing Persons.
(c) See Item 4 above.
(d) None.
Page 5 of 9 pages
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(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relations with Respect to
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Securities of the Issuer.
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See Item 4 above.
Item 7. Material to be Filed as Exhibits.
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7.1 Amended and Restated Agreement and Plan of Merger, dated as of March
26, 1997, by and among The Hearst Corporation, HAT Merger Sub, Inc.,
HAT Contribution Sub, Inc. and Argyle Television, Inc. (incorporated
by reference to Exhibit 2.1 of the Company's Registration Statement on
Form S-4 (Registration No. 333-32487)).
7.2 Form of Registration Rights Agreement among Hearst-Argyle Television,
Inc. and certain Holders (incorporated by reference to Exhibit B to
Exhibit 2.1 of the Company's Registration Statement on Form S-4
(Registration No. 333-32487)).
Page 6 of 9 pages
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SCHEDULE I
CERTAIN INFORMATION REGARDING DIRECTORS, EXECUTIVE OFFICERS
AND CONTROLLING PERSONS OF ARGYLE FOUNDATION
ARGYLE FOUNDATION
Directors:
<TABLE>
<CAPTION>
Principal Occupation and
Name and Position Business Address
- ----------------- ----------------
<S> <C>
Bob Marbut Chairman of the Board and Co-Chief
Executive Officer and Director
Hearst-Argyle Television, Inc.
888 Seventh Avenue
New York, New York 10106
Margot S. Marbut Civic and Community Volunteer
511 Argyle Avenue
San Antonio, Texas 78209
Michael P. Marbut Attorney at Law
340 Treeline Park, #1333 300 Convent Street
San Antonio, Texas 78209 Suite 1500
San Antonio, Texas 78205
</TABLE>
Page 7 of 9 pages
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SCHEDULE II
CERTAIN INFORMATION REGARDING INTERESTS OF
FILING PERSONS IN HEARST-ARGYLE TELEVISION, INC. AS OF AUGUST 29, 1997
The following table sets forth, based on information as of August 29, 1997,
the beneficial ownership of the Company's capital stock as to: (i) each Filing
Person and (ii) all Filing Persons, collectively.
<TABLE>
<CAPTION>
Name of Each Beneficial Owner Shares Percent
- ----------------------------- Beneficially of
Owned (a) Class (b)
------------- ---------
<S> <C> <C>
Bob Marbut (c)...................... 1,039,482 12.6%
Argyle Foundation................... 84,121 1.0%
COLLECTIVE TOTAL OF FILING PERSONS.. 1,039,482 12.6%
</TABLE>
- -------------------------
* Represents beneficial ownership of less than 1%.
(a) Each Filing Person has sole voting and investment power, except as
otherwise noted.
(b) Hearst beneficially owns 38,611,002 shares of Series B Common Stock, such
shares being convertible, at any time, into shares of Series A Common Stock
on a share-for-share basis. Assuming that all such shares of Series B
Common Stock are so converted, the percentage of Series A Common Stock
beneficially owned by such persons is as follows: (i) Marbut, 2.2%; (ii)
Argyle Foundation would beneficially own less than 1%; and, (iii)
collective total of all Filing Persons, 2.2%.
(c) Represents (i) 955,361 shares held directly and (ii) 84,121 shares held by
Argyle Foundation.
Page 8 of 9 pages
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SIGNATURES
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Schedule 13D has been signed by the following persons in the capacities and on
the dates indicated. Each person whose signature to this Schedule 13D appears
below hereby appoints each of Bob Marbut, Dean H. Blythe and Harry T. Hawks as
his or its attorney-in-fact with full power to act alone, with full power of
substitution or resubstitution, for him or it in his or its name, place and
stead, in any and all capacities to sign on his or its behalf, individually and
in the capacities stated below, and to sign any and all amendments to this
Schedule 13D, which amendment or amendments may make such changes and additions
as such attorney-in-fact may deem necessary or appropriate and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or it might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent or his substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Bob Marbut
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Bob Marbut
ARGYLE FOUNDATION
By: /s/ Bob Marbut
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Name: Bob Marbut
Title: Director
Page 9 of 9 pages
