ARGYLE TELEVISION INC, S-3, 1997-09-05

ARGYLE TELEVISION INC
S-3, 1997-09-05
TELEVISION BROADCASTING STATIONS

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 5, 1997
REGISTRATION NO. 333-

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FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

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HEARST-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 NO.)

888 SEVENTH AVENUE DEAN H. BLYTHE
NEW YORK, NEW YORK 10106 VICE PRESIDENT AND GENERAL COUNSEL
(212) 649-2000 HEARST-ARGYLE TELEVISION, INC.
(ADDRESS, INCLUDING ZIP CODE, AND 888 SEVENTH AVENUE
TELEPHONE NEW YORK, NEW YORK 10106
NUMBER, INCLUDING AREA CODE, OF (212) 649-2000
REGISTRANT'S PRINCIPAL EXECUTIVE (NAME, ADDRESS, INCLUDING ZIP CODE,
OFFICES) AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF AGENT FOR SERVICE)

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WITH COPIES TO:
GUY KERR, ESQ. STEVEN A. HOBBS, ESQ.
LOCKE PURNELL RAIN HARRELL ROGERS & WELLS
(A PROFESSIONAL CORPORATION) 200 PARK AVENUE
2200 ROSS AVENUE, SUITE 2200 NEW YORK, NEW YORK 10166-0153
DALLAS, TEXAS 75201-6776 (212) 878-8000
(214) 740-8000

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE 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 box. [_]

If the only 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 this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

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CALCULATION OF REGISTRATION FEE
<TABLE>
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
<CAPTION>
PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE
AMOUNT TO BE OFFERING OFFERING AMOUNT OF
REGISTERED PRICE PER UNIT(1) PRICE(1) REGISTRATION FEE
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Series A Common Stock,
$.01 par value per
share................. 4,599,260 shares $28.00 $128,779,280 $39,020.12
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended,
based upon the average of the reported high and low sales prices of the
Series A Common Stock of the Registrant on the Nasdaq National Market on
August 28, 1997.

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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.

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED SEPTEMBER 5, 1997.

PROSPECTUS

HEARST-ARGYLE TELEVISION, INC.

4,599,260 SHARES OF SERIES A COMMON STOCK

This Prospectus relates to 4,599,260 shares (the "Shares") of Series A Common
Stock, par value $.01 per share (the "Series A Common Stock"), of Hearst-Argyle
Television, Inc., a Delaware corporation (the "Company"). The Company is the
successor to the combined operations of Argyle Television, Inc, a Delaware
corporation ("Argyle"), and the television broadcast group of The Hearst
Corporation, a Delaware corporation ("Hearst"), pursuant to a merger
transaction that was consummated on August 29, 1997 (the "Hearst Transaction").
In the Hearst Transaction, Hearst contributed its television broadcast group to
Argyle and merged a wholly-owned subsidiary of Hearst with and into Argyle,
with Argyle as the surviving corporation renamed "Hearst-Argyle Television,
Inc." See "The Company."

This Prospectus relates to Shares that may be offered from time to time for
the account of certain selling stockholders (the "Selling Stockholders") who
acquired shares of Series A Common Stock in the Hearst Transaction. See
"Selling Stockholders." 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 $120,000. All selling
and other expenses incurred by the Selling Stockholders will be borne by the
Selling Stockholders. The Company will not receive any proceeds from the sale
of the Shares offered hereby. See "Use of Proceeds."

The Selling Stockholders may sell the Shares offered hereunder from time to
time in one or more transactions (including block transactions) on the Nasdaq
Stock Market, in negotiated transactions, in combinations of such transactions,
or otherwise. The Selling Stockholders 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. If and to the extent
required, specific information regarding any sale 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
under the symbol "HATV." On August 29, 1997, the closing sales price of the
Series A Common Stock, as reported on the Nasdaq National Market, was $28.00
per share.

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PROSPECTIVE PURCHASERS OF THE SERIES A COMMON STOCK OFFERED HEREBY SHOULD
CAREFULLY CONSIDER THE MATTERS SET FORTH UNDER "RISK FACTORS" BEGINNING ON PAGE
3 HEREIN.

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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.

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The date of this Prospectus is September , 1997.
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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, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company may be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the Commission's
Regional Offices located at Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511 and Seven World Trade Center,
New York, New York 10048. Copies of such materials can be obtained upon
written request from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition,
such materials may also be inspected and copied at the offices of the Nasdaq
Stock Market, Inc. Listing Section, 1735 K Street, N.W., Washington, D.C.
20006, where copies may be obtained at prescribed rates. Copies of reports,
proxy statements and other information electronically filed with the
Commission by the Company may be inspected by accessing the Commission's World
Wide Web site at http://www.sec.gov.

The Company has filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"). This Prospectus does not contain all the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information, reference is hereby made to the Registration Statement. Such
additional information may be obtained from the Commission's principal office
in Washington, D.C. Statements contained in this Prospectus as to the contents
of any contract or other document referred to herein or therein are not
necessarily complete, and in each instance reference is made to the copy of
such contract or other document filed as an exhibit to the Registration
Statement or such other document. A copy of the Registration Statement and the
exhibits and schedules thereto may be examined without charge at the
Commission's principal offices at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and copies of such materials can be obtained from the
Public Reference Section of the Commission at prescribed rates.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Commission (File No.
0-27000) pursuant to the Exchange Act are incorporated herein by reference:
(i) Annual Report on Form 10-K for the year ended December 31, 1996; (ii)
Quarterly Report on Form 10-Q for the quarter ended March 31, 1997; (iii)
Quarterly Report on Form 10-Q for the quarter ended June 30, 1997; (iv)
Current Report on Form 8-K dated January 31, 1997, filed on February 14, 1997,
as amended by Current Report on Form 8-K/A dated January 31, 1997, filed on
April 15, 1997; (v) Proxy Statement/Prospectus filed on July 31, 1997; (vi)
Form 8-A/A filed on September 5, 1997; and (vii) all documents filed by the
Company pursuant to Section 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 Securities.

The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of any such
person, a copy of any or all of the documents which are incorporated herein by
reference, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference into such documents). Requests should
be directed to Hearst-Argyle Television, Inc., 888 Seventh Avenue, New York,
New York 10106, Attention: Corporate Secretary (tel. (212) 649-2000).

Any statement contained in a document all or a portion of which is
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified shall not be deemed to
constitute a part of this Prospectus except as so modified, and any statement
so superseded shall not be deemed to constitute part of this Prospectus.

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RISK FACTORS

The following risk factors should be considered carefully by prospective
purchasers of the Shares. These factors should be considered in conjunction
with the other information included and incorporated by reference in this
Prospectus.

RELIANCE ON ABC TELEVISION NETWORK

Nine of the 12 television stations owned by the Company as of the date of
this Prospectus are ABC affiliates. On a pro forma basis, these nine stations
would have accounted for approximately 73% of the combined revenues and
approximately 76% of the combined broadcast cash flow of Argyle and the
television broadcast group of Hearst (the "Hearst Broadcast Group"), which was
contributed to Argyle in connection with the Hearst Transaction, for the year
ended December 31, 1996. The television viewership levels for each of these
stations are materially dependent upon network programming. There can be no
assurance that such programming will achieve or maintain satisfactory
viewership levels in the future. Each of these stations is a party to a
network affiliation agreement giving such station the right to rebroadcast
programs transmitted by the network. Five of the six television stations
contributed to the Company by Hearst are affiliated with the ABC network. The
term of each of the Hearst Broadcast Group's affiliation agreements with ABC
is two years, renewable for successive two-year periods, and each affiliation
agreement is subject to cancellation by either party upon six months notice to
the other party, except with respect to WTAE-TV in Pittsburgh, Pennsylvania.
In WTAE's case, the affiliation agreement is not subject to cancellation on
six months notice, and the term of the affiliation agreement will be
successively renewed unless either party gives the other notice of non-renewal
six months prior to the end of the then current term. Regarding WBAL-TV, the
NBC affiliate in Baltimore, Maryland, the term of the affiliation agreement is
a period of seven years and is subject to successive three-year renewals
unless either party gives the other notice of non-renewal 12 months prior to
the end of the then current term. Each network, including ABC, has the right
to terminate its affiliation agreement in the event of a material breach of
such agreement by a station and in certain other circumstances. In 1994,
negotiations commenced to revise Hearst's ABC affiliation agreements to
provide, among other things, for 10-year terms and increased compensation.
Such agreements are still in the process of negotiation and documentation and
have not been finalized, although the Company is receiving its increased
compensation. Although the Company expects to continue to be able to renew its
network affiliation agreements, no assurance can be given that such renewals
will be obtained on as favorable terms or at all. As a result, a material
decline in ABC's ratings or the termination or non-renewal of the network
affiliation agreements with ABC could have a material adverse effect on the
Company.

DEPENDENCE ON ADVERTISING REVENUES; EFFECT OF ECONOMIC CONDITIONS

Since the Company is significantly dependent upon sales of advertising for
its revenues (on a pro forma basis, giving effect to the Hearst Transaction,
approximately 92% of the Company's revenues for the year ended December 31,
1996), operating results of the Company, are and will be affected by the
relative popularity of its programming, the activities of competitors, the
availability of alternative advertising media and cyclical changes in the
national economy, as well as by regional economic conditions in each of the
markets in which its stations operate, particularly as such conditions may
affect advertising expenditures. In addition, the advertising revenues of the
stations generally are highest in the second and fourth quarter of each year,
due in part to increases in consumer advertising in the spring and retail
advertising in the period leading up to and including the holiday season.
Additionally, advertising revenues in even-numbered years benefit from
advertising placed by candidates for political offices and demand for
advertising time in Olympic broadcasts. Proposals have been advanced in
Congress to require television broadcast stations to provide advertising time
to political candidates at no charge, which would eliminate in whole or in
part advertising revenues from political candidates. Such political
advertising revenues comprised 5.1% of the Company's 1996 pro forma total
revenues.

CONTROL BY MAJORITY STOCKHOLDER; COMPETITIVE AND OPERATIONS IMPACT; CONFLICTS
OF INTEREST

Hearst currently owns in excess of 80% of the outstanding shares of all
series of common stock of the Company and, by virtue of its ownership of 100%
of the Series B Common Stock, is entitled to elect as a class

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all but two members of the Board of Directors of the Company. As a result,
Hearst is able to control substantially all actions to be taken by the
Company's stockholders, and also is able to maintain control over the
operations and business of the Company. This control, as well as certain
provisions of the Company's Amended and Restated Certificate of Incorporation
and Delaware law, 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. See "Description of Capital Stock."

In addition, the interests of Hearst, which owns or has significant
investments in other businesses, including cable television networks,
newspapers, magazines and electronic media, may from time to time be
competitive with, or otherwise diverge from, the interests of the Company,
particularly with respect to new business opportunities and future
acquisitions. Under the Amended and Restated Merger Agreement dated as of March
26, 1997, among Hearst, Argyle and certain wholly-owned subsidiaries of Hearst
(the "Merger Agreement"), Hearst and the Company have agreed that, without the
prior written consent of the other, neither the Company, on the one hand, nor
Hearst, on the other hand, will make any acquisition or purchase any assets if
such an acquisition or purchase by one party would require the other party to
divest or otherwise dispose of any of its assets because of regulatory or other
legal prohibitions. As a result, under current law and given newspaper
properties Hearst currently owns, the Company would be precluded, without
Hearst's consent (and even with Hearst's consent, only if Hearst were to agree
to sell newspapers in the corresponding markets), from acquiring television
broadcast stations in Albany, New York; Flint--Saginaw--Bay City, Michigan;
Beaumont, Texas; Houston, Texas; Laredo, Texas; Lubbock, Texas; Odessa-Midland,
Texas; San Antonio, Texas; San Francisco, California; Seattle, Washington; and
St. Louis, Missouri. A proposal to eliminate the rule banning newspaper-
television cross-ownership in the same market has been introduced in Congress.
The Federal Communications Commission (the "FCC") separately has been asked to
consider altering the cross-ownership rule. Whether these proposals will be
enacted into law is unknown at this time. Additionally, Hearst is not precluded
from purchasing newspapers or other assets in other markets, the ownership of
which assets by Hearst could preclude, under FCC rules, the Company from owning
television stations in such markets in the future.

Hearst and the Company also have ongoing relationships that may create
situations where the interests of the two parties could conflict. As conditions
under the Merger Agreement, Hearst and the Company entered into a series of
agreements with each other, including a Management Agreement (whereby the
Company provides certain management services, such as sales, news, programming
and financial and accounting management services, with respect to certain
Hearst owned or operated television and radio stations), an Option Agreement
(whereby Hearst has granted Hearst-Argyle an option to acquire certain Hearst
owned or operated television stations, as well as a right of first refusal with
respect to another television station if Hearst proposes to sell such station
within 36 months of its acquisition), a Studio Lease Agreement (whereby Hearst
leases from the Company certain premises for Hearst's radio broadcast
stations), a Tax Sharing Agreement (whereby Hearst and the Company have
established the sharing of federal, state and local taxes after the Company
became part of the consolidated tax return of Hearst) and a Name License
Agreement (whereby Hearst permits the Company to use the Hearst name in
connection with the Hearst-Argyle name and operation of its business). In
addition, Hearst and the Company entered into a Services Agreement (whereby
Hearst provides the Company certain administrative services such as accounting,
financial, legal, tax, insurance, data processing and employee benefits). The
Company believes that the terms of all these agreements are reasonable to both
sides; there can be no assurance, however, that more favorable terms would not
be available from third parties where applicable.

TELEVISION INDUSTRY COMPETITION AND TECHNOLOGY

The television broadcast industry is highly competitive. Some of the stations
that compete with the Company's stations are owned and operated by large
national or regional companies that have greater resources, including financial
resources, than the Company. Technological innovation, and the resulting
proliferation of programming alternatives such as cable, direct satellite-to-
home services and home video rentals have fractionalized television viewing
audiences and subjected television broadcast stations to new types of
competition. Over the past decade, cable television has captured an increasing
market share, while the aggregate

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viewership of the major networks has declined. In addition, the expansion of
cable television and other industry changes have increased, and may continue to
increase, competitive demand for programming. Such increased demand, together
with rising production costs, may in the future increase the Company's
programming costs or impair its ability to acquire programming. In addition,
new television networks such as United Paramount Network ("UPN") and the WB
Network have created additional competition. The FCC has adopted rules for
implementing digital (including high-definition) television ("DTV") service in
the United States. Implementation of DTV is expected to improve the technical
quality of television. Under certain circumstances, however, conversion to DTV
operations may reduce a station's geographical coverage area or provide a
competitive advantage to one or more competing stations in the market.
Implementation of DTV is expected to impose additional costs that are higher
than normal on television stations providing the new service, due to increased
equipment costs and possible spectrum-related fees. While the Company cannot
predict the implementation costs of DTV, these costs are expected to be
significant. The Company cannot predict the effect the authorization of DTV
service will have on the business of the Company.

In addition to competing with other media outlets for audience share, the
Company's stations also compete for advertising revenues, their primary source
of revenues. The stations compete for such advertising revenues with other
television stations in their respective markets, as well as with other
advertising media, such as newspapers, radio stations, magazines, outdoor
advertising, transit advertising, yellow page directories, direct mail, the
Internet and local cable systems. The stations are located in highly
competitive markets. Accordingly, the Company's results of operations will be
dependent upon the ability of each of its stations to compete successfully for
advertising revenues in its market, and there can be no assurance that any one
of these stations will be able to maintain or increase its current audience
share or revenue share. To the extent that certain of the Company's competitors
have, or may in the future obtain, greater resources than the Company, the
Company's ability to compete successfully in its broadcasting markets may be
impeded.

REGULATORY MATTERS

FCC Licenses. The television operations of the Company are subject to
significant regulation by the FCC under the Communications Act of 1934, as
amended (the "Communications Act"), most recently amended further by the
Telecommunications Act of 1996 (the "Telecommunications Act"). Approval of the
FCC is required for the issuance, renewal and transfer or assignment of
television station operating licenses. In particular, the Company is dependent
upon its continuing ability to maintain broadcasting licenses from the FCC.
License renewals filed after 1996 customarily will be granted for terms of
eight years. While broadcast licenses are typically renewed by the FCC, there
can be no assurance that the licenses for the Company's stations will be
renewed at their expiration dates or, if renewed, that the renewal terms will
be for eight-year periods. The non-renewal or revocation of one or more of the
FCC licenses held by the Company could have a material adverse effect on the
operations of the Company. Further, the Communications Act and FCC rules
restrict alien ownership and voting of the capital stock of, and participation
in the affairs of, the Company.

Common Ownership. The rules of the FCC include restrictions on the common
ownership or control of interests in television stations and certain other
media interests in the same market, including television and radio broadcast
stations, as well as cable television systems and English language daily
newspapers. In addition, no party is permitted to hold an attributable interest
in television stations collectively reaching more than 35% of all U.S.
television households, subject to a 50% discount for UHF television stations.
If an acquisition results in an acquiror having holdings that conflict with the
common ownership rules, divestiture of one of the common interests is generally
required. The FCC may, in certain cases, grant permanent waivers of such common
ownership. The FCC, however, generally only grants temporary waivers of common
ownership in order to afford the acquiror a reasonable period of time following
the consummation of the acquisition to comply with the applicable law and
regulations through disposition of one of the common interests. The Hearst
Transaction resulted in the following combinations prohibited by the FCC's
"television duopoly rule" (which generally proscribes the common ownership of
two or more stations with overlapping signal contours): (i) Argyle's WNAC-TV
(Providence, Rhode Island) and Hearst's WCVB-TV (Boston, Massachusetts) and
(ii) Argyle's

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WLWT-TV (Cincinnati, Ohio) and Hearst's WDTN-TV (Dayton, Ohio). On July 15,
1997, the FCC approved the Hearst Transaction and granted a six-month
temporary waiver of its television duopoly rule, permitting the Company during
the waiver period to own television stations with overlapping signals. Under
this waiver, the Company is required to file applications with the FCC for
consent to divest WNAC and WDTN within six months of the consummation of the
Hearst Transaction. A letter of intent has been signed to divest WNAC, and the
Company currently is negotiating with a third party to divest WDTN. There can
be no assurance that the WNAC divestiture will be completed, or that the
current WDTN negotiations will result in an agreement to divest WDTN. If such
divestitures do not occur within the near future, subsequently obtaining a
buyer for each of the stations to be divested within the six-month waiver
period granted by the FCC could result in the receipt of a price that is less
than could be obtained for such stations if the Company were not forced to
sell the stations within that time frame.

Restrictions on Broadcast Advertising. Advertising of cigarettes and certain
other tobacco products on broadcast stations has been banned for many years.
Various states restrict the advertising of alcoholic beverages. Congress and
the FCC are currently examining proposals that, if adopted, would eliminate or
severely restrict the advertising of hard liquor, as well as beer and wine.
The adoption of such proposals could have an adverse impact on the revenues of
the Company. No prediction can be made as to whether any or all of the present
proposals will be enacted into law.

Proposed Regulations. Among the proposed regulations under consideration by
the FCC in determining whether impermissible cross-ownership exists under its
television duopoly rule (described above), is a proposal to deem as
attributable certain television local marketing agreements (the "LMAs") and,
if deemed attributable, the extent to which currently effective agreements of
this type should be exempted from any new FCC rules. Such attribution under
the television duopoly rule, as such rule may be modified, could have a
material adverse effect on the Joint Marketing and Programming Agreement
between the Company and Clear Channel relating to WNAC (Providence, Rhode
Island) and the Programming Services and Time Brokerage Agreement between
Hearst and the licensee of KCWB-TV (Kansas City, Missouri). If the FCC's
ultimate decision were to disfavor the continued validity of such joint
operating agreements or LMA's, then these agreements, in the worst case
scenario, might be required to be terminated.

The U.S. Congress and the FCC currently have under consideration, and may in
the future adopt, new laws, regulations and policies regarding a wide variety
of matters that could, directly or indirectly, materially adversely affect the
operation and ownership of the Company. The FCC has not yet fully implemented
the Telecommunications Act. The Company is unable to predict the outcome of
future federal legislation or the impact of any such laws or regulations on
the Company's operations.

RISKS ASSOCIATED WITH EXPANSION, INTEGRATION OF THE COMBINED OPERATIONS;
SIGNIFICANT UNCERTAINTIES

As a result of the Hearst Transaction, the Company has experienced
significant expansion, including expansion into new markets in which neither
Argyle nor the Hearst Broadcast Group previously operated prior to the Hearst
Transaction. As a result, the Company's management will be required to manage
a substantially larger number of television stations than historically has
been the case. There can be no assurance that the Company will be able to
implement effectively the organizational and operational systems necessary for
optimal management and integration of its newly expanded group of television
stations or any television stations to be acquired in the future, or that the
Company will be able to manage its growth successfully. In addition, the
management of the Company is evaluating, and will continue to evaluate, the
nature and scope of its operations and various short-term and long-term
strategic considerations, and will assess to what extent integration,
consolidation or other modification of the two separate businesses is
appropriate following the Hearst Transaction. Many operational and strategic
decisions with respect to the combined company have not yet been made.
Significant uncertainties and risks relating to the Hearst Transaction and the
integration of the combined operations may exist and, therefore, it is
difficult to predict or quantify the impact of such decisions on the results
of operations and financial condition of the Company.

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THE COMPANY

The Company owns or manages 15 television stations reaching approximately
11.6% of U.S. television households. The Company is the largest "pure play"
publicly owned television broadcast company in the U.S. and is the third-
largest, non-network owned television group in terms of audience delivered.
Formed as a Delaware corporation in 1994 under the name "Argyle Television,
Inc.," the Company is the successor to the combined operations of Argyle and
the television broadcast group of Hearst pursuant to a merger transaction that
was consummated on August 29, 1997. In that transaction, Hearst contributed
its television broadcast group to Argyle and merged a wholly-owned subsidiary
of Hearst with and into Argyle, with Argyle as the surviving corporation
(renamed "Hearst-Argyle Television, Inc.").

The Company owns 12 television stations and manages three additional
television stations and two radio stations that are owned or operated by
Hearst. The Company has an option to acquire one of the managed television
stations and Hearst's interests in another of the managed television stations,
and has a right of first refusal with respect to the third managed television
station. Under FCC regulations, the Company must divest two of its television
stations (WNAC in Providence, Rhode Island; and WDTN in Dayton, Ohio). A
letter of intent has been signed for the divestiture of WNAC, and the Company
is negotiating with a third party for the divestiture of WDTN.

<TABLE>
<CAPTION>
PERCENTAGE
YEAR OF U.S.
MARKET ACQUIRED NETWORK TELEVISION
MARKET RANK(1) STATION /MANAGED AFFILIATION CHANNEL HOUSEHOLDS(2)
------ ------- --------- -------- ----------- ------- -------------
<S> <C> <C> <C> <C> <C> <C>
Boston, MA.............. 6 WCVB 1986 ABC 5 2.22%
Tampa, FL(3)............ 15 WWWB 1996 WB 32 1.46%
Pittsburgh, PA.......... 19 WTAE 1958 ABC 4 1.19%
Baltimore, MD........... 23 WBAL 1948 NBC 11 1.02%
Cincinnati, OH.......... 30 WLWT 1997 NBC 5 0.83%
Milwaukee, WI........... 31 WISN 1954 ABC 12 0.81%
Kansas City, MO......... 32 KMBC 1982 ABC 9 0.81%
Kansas City, MO(3)(4)... 32 KCWB 1996 WB 29 ***
Oklahoma City, OK....... 43 KOCO 1997 ABC 5 0.61%
West Palm Beach, FL(3).. 44 WPBF 1997 ABC 25 0.61%
Providence, RI(5)(6).... 47 WNAC 1995 FOX 64 0.58%
Dayton, OH(5)........... 53 WDTN 1981 ABC 2 0.52%
Honolulu, HI............ 69 KITV 1995 ABC 4 0.40%
Jackson, MS............. 90 WAPT 1995 ABC 16 0.31%
Fort Smith/Fayetteville,
AR..................... 118 KHBS/KHOG 1996 ABC/ABC 40/29 0.22%
-----
Total.................. 11.59%
=====
</TABLE>
- --------
(1) Market rank is based on the relative size of the Designated Market Area
(defined by A.C. Nielsen Co. ("Nielsen") as geographic markets for the
sale of national "spot" and local advertising time) ("DMA") among the 211
generally recognized DMAs in the U.S., based on Nielsen estimates for the
1996-97 season.
(2) Based on Nielsen estimates for the 1996-97 season.
(3) WWWB-TV and WPBF-TV are managed by the Company under a management
agreement with Hearst and will continue to be owned by Hearst. In
addition, the Company provides certain management services to Hearst in
order to allow Hearst to fulfill its obligations under the Missouri LMA
(as defined below) with KCWB.
(4) Hearst has a Program Services and Time Brokerage Agreement (or the
"Missouri LMA") with KCWB-TV, Inc., the permittee of KCWB. KCWB holds a
construction permit authorizing it to operate on Channel 32. Due to a lack
of available tower sites within the useable area for Channel 32, however,
KCWB is presently operating on Channel 29 pursuant to a Special Temporary
Authorization ("STA") granted by the FCC. KCWB is awaiting an FCC decision
on its proposal to permanently change the operating channel of the station
from Channel 32 to Channel 29. KCWB has pending an application to
authorize its permanent operation on Channel 29. KCWB's STA expires on
September 29, 1997 and may be renewed at the FCC's

7
<PAGE>

discretion for periods of six months. The STA has already been renewed
once. The Company anticipates that the FCC will ultimately license KCWB to
operate on Channel 29. However, there can be no assurance that this will
occur.
(5) WNAC-TV's (Providence, RI) broadcast signal overlaps with WCVB-TV's
(Boston, MA) broadcast signal, and WDTN-TV's (Dayton, OH) broadcast signal
overlaps with WLWT-TV's (Cincinnati, OH) broadcast signal. Under FCC rules,
a single entity cannot own stations with overlapping signals. The Company
will divest WNAC and WDTN.
(6) Subject to a Joint Marketing and Programming Agreement with Clear Channel
Communications, Inc., licensee of WPRI-TV, the CBS affiliate in
Providence, RI. The Company has entered into a letter of intent to divest
WNAC.

As a result of the Hearst Transaction, Hearst currently owns in excess of 80%
of the common stock of the Company in the form of shares of Series B Common
Stock, which gives Hearst the right to elect nine of the 11 members of the
Company's Board of Directors. The remaining common stock of the Company is in
the form of Series A Common Stock, which is quoted on the Nasdaq National
Market under the symbol "HATV."

The principal executive offices of the Company are located at 888 Seventh
Avenue, New York, New York 10106; its telephone number is 212-649-2000.

8
<PAGE>

SELLING STOCKHOLDERS

The Selling Stockholders are former partners of Argyle Television Investors,
L.P. ("ATI"), Argyle Television Partners, L.P. ("ATP") or certain other
affiliated entities (ATI, ATP and such other entities are herein called the
"Deemed Affiliates") who acquired the Shares covered by this Prospectus in
exchange for shares of Argyle common stock. At the time the Hearst Transaction
was submitted to a vote of the Argyle stockholders, the Deemed Affiliates held
shares of Argyle common stock which, pursuant to previously adopted plans of
liquidation, were distributed to the Selling Stockholders prior to
consummation of the Hearst Transaction and thereafter exchanged for the Shares
covered by this Prospectus. Under applicable federal securities laws, the
Shares acquired by the Selling Stockholders may be resold only pursuant to an
effective registration statement, in transactions permitted by the resale
provisions of Rule 145 under the Securities Act, or as otherwise permitted
under the Securities Act. To facilitate the resale of the Shares by the
Selling Stockholders, the Company is registering the Shares pursuant to the
Registration Statement of which this Prospectus is a part. In addition, all of
the Shares registered hereby are subject to certain registration rights with
respect to firm commitment underwritings.

The following table sets forth certain information as of August 29, 1997
with respect to the Series A Common Stock beneficially owned by the Selling
Stockholders.

9
<PAGE>

<TABLE>
<CAPTION>
NUMBER OF BEFORE OFFERING AFTER OFFERING
SHARES NUMBER PERCENTAGE OF PERCENTAGE OF
NAME AND ADDRESS BENEFICIALLY OF SHARES SERIES A SERIES A
OF STOCKHOLDERS OWNED(1) OFFERED COMMON STOCK COMMON STOCK(2)
---------------- ------------ --------- --------------- ---------------
<S> <C> <C> <C> <C>
Gregory J. Chachas
Family
Spendthrift Revocable
Trust
174 Dorchester Drive
Salt Lake City, Utah
84103 3,512 3,512 * -0-
DBS Properties, Ltd.
c/o Barshop Ventures,
Inc.
112 East Pecan Street
Suite 1440
San Antonio, Texas 78205 14,048 14,048 * -0-
Richard Gallant
110 River Street
P. O. Box 720
Wolfeboro Falls, New
Hampshire
03896-0720 3,512 3,512 * -0-
Crescent Mach I
Partners, L.P.
c/o Mark Gold
Trust Co. of the West
200 Park Avenue, Suite
2200
New York, New York 10166 140,487 140,487 1.7% -0-
James E. Beloyianis
45 Gramercy Park, #10B
New York, New York 10010 7,024 7,024 * -0-
BMO Financial, Inv.(8)
c/o Tom Calder
430 Park Avenue, 15th
Floor
New York, New York 10022 203,837 203,837 2.5% -0-
John G. & Diane
Chachas(9)
211 Central Park West
Apt. 7J
New York, New York 10024 3,512 3,512 * -0-
Patricia A. Deans(10)
Chase Securities, Inc.
270 Park Avenue, 5th
Floor
New York, New York 10017 1,756 1,756 * -0-
Joel H. Glasky(10)
215 East 79th Street
New York, New York 10021 2,066 2,066 * -0-
GALP-Forest Associates
c/o Robert B. Goldfarb
5 Two Mile Road
P. O. Box 945
Farmington, Connecticut
06034 52,682 52,682 * -0-
</TABLE>

10
<PAGE>

<TABLE>
<CAPTION>
NUMBER OF BEFORE OFFERING AFTER OFFERING
SHARES NUMBER PERCENTAGE OF PERCENTAGE OF
NAME AND ADDRESS BENEFICIALLY OF SHARES SERIES A SERIES A
OF STOCKHOLDERS OWNED(1) OFFERED COMMON STOCK COMMON STOCK(2)
---------------- ------------ --------- --------------- ---------------
<S> <C> <C> <C> <C>
Stewart M. Johnson
550 Eldon Road
San Antonio, Texas 78209 7,024 7,024 * -0-
Credit Suisse First
Boston(11)
Fund Investment 1994,
L.P.
c/o John Carroll
11 Madison Avenue
New York, New York
10010-3629 42,146 42,146 * -0-
Andrew J. Einhorn(10)
4256 Laurel Ridge Drive
Allison Park,
Pennsylvania 15101 1,756 1,756 * -0-
David R. Goddard
320 Strawberry Hill
Avenue
Unit 43
Stamford, Connecticut
06902 2,066 2,066 * -0-
Chase Manhattan
Investment
Holdings, L.P.(12)
c/o Mike Hannon
380 Madison Avenue, 12th
Floor
New York, New York 10017 1,157,302 1,157,302 14.0% -0-
The S. G. Kale Family
Trust(13)
124 West 60th Street,
Apt. 24M
New York, New York 10023 2,066 2,066 * -0-
Victor Markowicz
Irrevocable
Trust 1990
c/o Martin Jaffe
7 Holly Lane
Rye Brook, New York
10573 17,560 17,560 * -0-
Chad A. Leat
43 Fifth Avenue, #7S
New York, New York 10003 1,756 1,756 * -0-
Edson Mitchell
255 Fox Chase Road
Chester, New Jersey
07930 35,121 35,121 * -0-
Gordon Paris
Toronto Dominion
31 West 52nd Street,
22nd Floor
New York, New York 10019 7,024 7,024 * -0-
Cornerstone Capital,
Inc.(14)
16 Cobblefield Drive
Mendham, New Jersey
07945 81,655 49,170 * *
</TABLE>

11
<PAGE>

<TABLE>
<CAPTION>
NUMBER OF BEFORE OFFERING AFTER OFFERING
SHARES NUMBER PERCENTAGE OF PERCENTAGE OF
NAME AND ADDRESS BENEFICIALLY OF SHARES SERIES A SERIES A
OF STOCKHOLDERS OWNED(1) OFFERED COMMON STOCK COMMON STOCK(2)
---------------- ------------ --------- --------------- ---------------
<S> <C> <C> <C> <C>
Richard E. Wiley(7)
Wiley, Rein & Fielding
1776 K Street, N.W.
Washington, D.C. 20006 7,024 7,024 * -0-
John Youngblood(10)
189 St. Johns Place
Brooklyn, New York 11217 2,066 2,066 * -0-
James G. Kreissman
2000 Broadway, #17-C
New York, New York 10023 15,617 4,214 * -0-
Barry J. C. Parker
6519 Riverview Lane
Dallas, Texas 75248 10,333 10,333 * -0-
John C. Quale
Skadden, Arps, Slate, et
al
1440 New York Avenue, NW
Washington, D.C. 20005-
2111 1,756 1,756 * -0-
Louis G. Zachary, Jr.(9)
970 Park Avenue, #10-W
New York, New York 10028 3,512 3,512 * -0-
BancOne Capital Partners
II, L.P.
150 E. Gay Street
Columbus, Ohio 43215 140,487 140,487 1.7% -0-
Foundation Partners
Fund, G.P.
Tampsco Enterprises,
Inc.
1034 S. Brentwood Blvd.
#1492
St. Louis, Missouri
63117 70,243 70,243 * -0-
Tampsco Partnership VI
Tampsco Enterprises,
Inc.
1034 S. Brentwood Blvd.
#1492
St. Louis, Missouri
63117 77,267 77,267 * -0-
Frederick M. R. Smith
784 Park Avenue, Apt.
18B
New York, New York 10021 7,024 7,024 * -0-
David Yarian
5 Lafayette Road West
Princeton, New Jersey
08540 35,121 35,121 * -0-
Credit Suisse First
Boston(11)
Fund Investment 1995,
L.P.
c/o John Carroll
11 Madison Avenue
New York, New York
10010-3629 309,071 309,071 3.7% -0-
</TABLE>

12
<PAGE>

(1) Includes shares subject to options exercisable within 60 days.
(2) Assumes the sale by Selling Stockholders of all shares offered hereby.
(3) Indicates that such person is a director of the Company.
(4) Indicates that such person is an executive officer of the Company.
(5) Mr. Byrne is a former director and executive officer of Argyle.
(6) Mr. Morales is a former director of Argyle.
(7) Member of a law firm which has provided services for the Company or its
affiliates during the past three years.
(8) BMO Financial, Inv. is an affiliate of Bank of Montreal, a co-agent under
the Company's prior and existing credit facility.
(9) Indicates that such person is employed by Credit Suisse First Boston or
its affiliates.
(10) Indicates that such person is employed by The Chase Manhattan Bank
("Chase") or its affiliates.
(11) During the past three years, affiliates of Credit Suisse First Boston
have rendered investment banking and underwriting services for the
Company and its affiliates from time to time.
(12) Chase is the lead bank under the Company's existing credit facility and
was the lead bank under the Company's prior credit facility. Frank A.
Bennack, Jr., a director of the Company, is a director of Chase.
(13) Mr. Kale is employed by Credit Suisse First Boston or its affiliates.
(14) Cornerstone Capital, Inc. is a corporation wholly-owned by David Pulver,
a director of the Company.

PLAN OF DISTRIBUTION

The Selling Stockholders 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 in negotiated transactions, in combinations of such
transactions, or otherwise. The Selling Stockholders 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 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

13
<PAGE>

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
Stockholders may arrange for other brokers or dealers to participate. A member
firm of a securities exchange may be engaged to act as the Selling
Stockholders' agent in the sale of Shares by the Selling Stockholders. Any
underwriters, brokers, dealers and agents will receive commissions, discounts
or fees from the Selling Stockholders in amounts to be negotiated prior to the
sale. If and to the extent required, specific information regarding any sale
transaction will be set forth in a Prospectus Supplement.

The Selling Stockholders and any underwriters, brokers, dealers, agents or
others that participate with the Selling Stockholders in the distribution of
the Shares may be deemed to be "underwriters" within the meaning thereof under
the Securities Act, 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. Agents may be entitled under agreements entered into with the Selling
Stockholders to indemnification against certain civil liabilities, including
liabilities under the Securities Act.

USE OF PROCEEDS

The Company will not receive any of the proceeds from the sale of the Shares
offered hereby by any of the Selling Stockholders. See "Plan of Distribution."

LEGAL MATTERS

Certain legal matters relating to the Shares will be passed upon for the
Company by Locke Purnell Rain Harrell (A Professional Corporation), Dallas,
Texas.

EXPERTS

The consolidated financial statements of the Company appearing in the
Company's Annual Report (Form 10-K) for the year ended December 31, 1996 have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference. Such
consolidated 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 combined financial statements of the Selected Gannett Television
Stations and the financial statements of Multimedia Entertainment, Inc.,
d.b.a. WLWT-TV (a subsidiary of Multimedia, Inc.) appearing in the Company's
Proxy Statement/Prospectus filed on July 31, 1997 have been prepared by Price
Waterhouse LLP, independent accountants, as set forth in their report thereon
included therein and incorporated herein by reference. Such combined financial
statements are incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in auditing and accounting.

The combined financial statements as of December 31, 1995 and 1996 and for
each of the three years in the period ended December 31, 1996 of the Hearst
Broadcast Group of The Hearst Corporation appearing in the Company's Proxy
Statement/Prospectus filed on July 31, 1997 and the related financial
statement schedule included elsewhere therein have been audited by Deloitte &
Touche LLP, independent auditors, as set forth in their reports thereon
included therein and incorporated herein by reference. Such combined financial
statements and financial statement schedule are incorporated herein by
reference in reliance upon such reports given upon the authority of such firm
as experts in accounting and auditing.

14
<PAGE>

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFOR-
MATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PRO-
SPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY SELLING STOCKHOLD-
ER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SO-
LICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY OFFER OR SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE
IN THE AFFAIRS OF THE COMPANY OR THAT THE INFORMATION CONTAINED HEREIN IS COR-
RECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.

----------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
Risk Factors............................................................... 3
The Company................................................................ 7
Selling Stockholders....................................................... 9
Plan of Distribution....................................................... 13
Use of Proceeds............................................................ 14
Legal Matters.............................................................. 14
Experts.................................................................... 14
</TABLE>

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

HEARST-ARGYLE TELEVISION, INC.

4,599,260 SHARES
SERIES A COMMON STOCK

----------------

PROSPECTUS

----------------

SEPTEMBER , 1997

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table indicates the expenses to be incurred in connection with
the offerings described in this Registration Statement. All expenses are
estimated except the Securities and Exchange Commission registration fee.

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee................ $ 39,020
Accounting fees.................................................... $ 25,000
Legal fees and expenses (including blue sky fees and expenses)..... $ 25,000
Miscellaneous...................................................... $ 30,980
--------
Total............................................................ $120,000
========
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Subsection (a) of Section 145 of the Delaware General Corporation Law (the
"DGCL") empowers a corporation to indemnify any director or officer, or former
director or officer, who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or
in the right of the corporation), against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with such action, suit or proceeding provided that such
director or officer acted in good faith and in a manner reasonably believed to
be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, provided that such director or
officer had no cause to believe his or her conduct was unlawful.

Subsection (b) of Section 145 of the DGCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person acted in any of
the capacities set forth above, against expenses actually and reasonably
incurred in connection with the defense or settlement of such action or suit
provided that such director or officer acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made in respect of any
claim, issue or matter as to which such director or officer shall have been
adjudged to be liable to the corporation unless and only to the extent that
the Court of Chancery or the court in which such action was brought shall
determine that despite the adjudication of liability such director or officer
is fairly and reasonably entitled to indemnity for such expenses as the court
shall deem proper.

Section 145 of the DGCL further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action,
suit or proceeding referred to in subsections (a) and (b) or in the defense of
any claim, issue or matter therein, he or she shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him
or her in connection therewith; that indemnification provided for in Section
145 shall not be deemed exclusive of any other rights to which the indemnified
party may be entitled; and that the corporation shall have power to purchase
and maintain insurance on behalf of a director or officer of the corporation
against any liability asserted against him or her or incurred by him or her in
any such capacity or arising out of his or her status as such whether or not
the corporation would have the power to indemnify him or her against such
liabilities under Section 145.

Article Seven of the Company's Certificate of Incorporation, as amended,
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>

Article Eight of the Company's Certificate of Incorporation, as amended,
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.

The Company maintains liability insurance insuring its officers and
directors against liabilities that they may incur in such capacities,
including liabilities arising under the Federal securities laws other than
liabilities arising out of the filing of a registration statement with the
Securities and Exchange Commission.

ITEM 16. EXHIBITS.

The following is a list of all exhibits filed as a part of this Registration
Statement on Form S-3:

<TABLE>
<C> <S>
2.1 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 (File No. 333-32487)).
4.1 Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Appendix C of the Company's Registration
Statement on Form S-4 (File No. 333-32487)).
4.2 Amended and Restated Bylaws of the Company (incorporated by reference to
Exhibit 4.2 of the Company's Form 8-A/A).
4.3 Form of specimen certificate representing shares of Series A Common Stock
(incorporated by reference to Exhibit 4.3 of the Company's Form 8-A/A).
4.4 Form of Registration Rights Agreement among the Company and the Holders
(incorporated by reference to Exhibit B to Exhibit 2.1 of the Company's
Registration Statement on Form S-4 (File No. 333-32487)).
5.1 Opinion of Locke Purnell Rain Harrell (A Professional Corporation) as to
legality of the securities registered hereby.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Price Waterhouse LLP.
23.4 Consent of Locke Purnell Rain Harrell (A Professional Corporation) (set
forth in its opinion filed as Exhibit 5.1).
24.1 Powers of attorney (set forth on the signature page(s) hereof).
</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 the 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 the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in

II-2
<PAGE>

volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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) above do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the registrant 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 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
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 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 registrant 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 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 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, AS AMENDED, THE
COMPANY 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 NEW YORK, STATE OF NEW YORK, ON THE
5TH DAY OF SEPTEMBER, 1997.

Hearst-Argyle Television, Inc.

By: /s/ Bob Marbut
---------------------------------
BOB MARBUT CHAIRMAN OF THE BOARD
AND CO-CHIEF EXECUTIVE OFFICER

POWER OF ATTORNEY

KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Bob Marbut, Harry T. Hawks and
Dean H. Blythe, and each of them, such individual's true and lawful attorneys-
in-fact and agents, with full power of substitution and resubstitution, for
such individual 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 on Form S-3 and any registration
statement for the same offering that is to be effective upon filing pursuant
to Rule 462(b) under the Securities Act of 1933, as amended, and any and all
applications and other documents in connection therewith, with the Securities
and Exchange Commission and any state or other securities authority, granting
unto said attorneys-in-fact and agents, and each of them, 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 and to all intents and
purposes as he or she might or could do 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 BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ Bob Marbut Chairman of the September 5,
- ------------------------------------- Board and Co-Chief 1997
BOB MARBUT Executive Officer
(Principal
Executive Officer)

/s/ John G. Conomikes President and Co- September 5,
- ------------------------------------- Chief Executive 1997
JOHN G. CONOMIKES Officer (Principal
Executive Officer)

/s/ David J. Barrett Executive Vice September 5,
- ------------------------------------- President, Chief 1997
DAVID J. BARRETT Operating Officer
and Director

II-4
<PAGE>

SIGNATURE TITLE DATE
--------- ----- ----

/s/ Harry T. Hawks Chief Financial September 5,
- ------------------------------------- Officer Senior Vice 1997
HARRY T. HAWKS President and
(Principal
Financial Officer)

/s/ Teresa Lopez Controller September 5,
- ------------------------------------- (Principal 1997
TERESA LOPEZ Accounting Officer)

/s/ Frank A. Bennack, Jr. Director September 5,
- ------------------------------------- 1997
FRANK A. BENNACK, JR.

/s/ Victor F. Ganzi Director September 5,
- ------------------------------------- 1997
VICTOR F. GANZI

/s/ George R. Hearst, Jr. Director September 5,
- ------------------------------------- 1997
GEORGE R. HEARST, JR.

/s/ William R. Hearst III Director September 5,
- ------------------------------------- 1997
WILLIAM R. HEARST III

/s/ Gilbert C. Maurer Director September 5,
- ------------------------------------- 1997
GILBERT C. MAURER

/s/ David Pulver Director September 5,
- ------------------------------------- 1997
DAVID PULVER

/s/ Virginia H. Randt Director September 5,
- ------------------------------------- 1997
VIRGINIA H. RANDT

/s/ Caroline L. Williams Director September 5,
- ------------------------------------- 1997
CAROLINE L. WILLIAMS

II-5
<PAGE>

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
------- ------- ------------
<C> <S> <C>
2.1 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 (File No. 333-32487))............
4.1 Amended and Restated Certificate of Incorporation of
the Company (incorporated by reference to Appendix C of
the Company's Registration Statement on Form S-4 (File
No. 333-32487))........................................
4.2 Amended and Restated Bylaws of the Company
(incorporated by reference to Exhibit 4.2 of the
Company Form 8-A/A)....................................
4.3 Form of specimen certificate representing shares of
Series A Common Stock (incorporated by reference to
Exhibit 4.3 of the Company's Form 8-A/A)...............
4.4 Form of Registration Rights Agreement among the Company
and the Holders (incorporated by reference to Exhibit B
to Exhibit 2.1 of the Company's Registration Statement
on Form S-4 (File No. 333-32487))......................
5.1 Opinion of Locke Purnell Rain Harrell (A Professional
Corporation) as to legality of the securities
registered hereby......................................
23.1 Consent of Ernst & Young LLP...........................
23.2 Consent of Deloitte & Touche LLP.......................
23.3 Consent of Price Waterhouse LLP........................
23.4 Consent of Locke Purnell Rain Harrell (A Professional
Corporation) (set forth in its opinion filed as Exhibit
5.1)...................................................
24.1 Powers of attorney (set forth on the signature page(s)
hereof)................................................
</TABLE>

<PAGE>

EXHIBIT 5.1

September 5, 1997

Hearst-Argyle Television, Inc.
888 Seventh Avenue
New York, New York 10106

Re: Registration of 4,599,260 shares of Series A Common Stock, par
value $.01 per share, pursuant to a Registration Statement on
Form S-3

Ladies and Gentlemen:

We have acted as special counsel for Hearst-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 4,599,260
shares of Series A Common Stock, par value $.01 per share, of the Company (the
"Shares") to be offered from time to time for the account of certain selling
stockholders who acquired the Shares in a merger transaction consummated
effective as of August 29, 1997, pursuant to which a wholly-owned subsidiary of
The Hearst Corporation merged with and into Argyle Television, Inc. ("Argyle"),
with Argyle as the surviving corporation renamed "Hearst-Argyle Television,
Inc."

Based upon our examination of such papers and documents and the
investigation of such matters of law as we have deemed relevant or necessary in
rendering this opinion, we hereby advise you that we are of the opinion that:

1. The Company is a corporation duly incorporated and validly existing in
good standing under the laws of the State of Delaware.

2. The Shares were duly authorized, validly issued and fully paid, and are
non-assessable.
<PAGE>

Hearst-Argyle Television, Inc.
September 5, 1997
Page 2

We consent to the reference to our firm under the heading "Legal Matters"
included in the Registration Statement, and to the filing of this opinion as
Exhibit 5.1 thereto. 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/ Guy Kerr
----------------------------------
Guy Kerr

<PAGE>

EXHIBIT 23.1

Consent of Ernst & Young LLP

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Hearst-Argyle
Television, Inc. for the registration of shares of its Series A common stock and
to the incorporation by reference therein of our reports dated February 12,
1997, except for the second paragraph of Note 11, as to which the date is March
26, 1997, with respect to the consolidated financial statements and schedule of
Argyle Television, Inc., and 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 Annual Report (Form 10-K) for the year
ended December 31, 1996, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

San Antonio, Texas
September 4, 1997

<PAGE>

EXHIBIT 23.2

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
Hearst-Argyle Television, Inc. on Form S-3 of our reports dated May 1, 1997,
appearing in the Proxy Statement/Prospectus of Argyle Television, Inc. filed on
July 31, 1997 and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.

DELOITTE & TOUCHE LLP
New York, New York
September 4, 1997

<PAGE>

EXHIBIT 23.3

CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------

We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of Hearst-Argyle
Television, Inc. of our reports dated February 7, 1997 relating to the combined
financial statements of the Selected Gannett Television Stations and the
financial statements of Multimedia Entertainment, Inc. (d.b.a. WLWT-TV), a
subsidiary of Multimedia, Inc., which appear on pages F-45 and F-37,
respectively, of the Argyle Television, Inc. Proxy Statement/Prospectus filed on
July 31, 1997 and which also appear in the Argyle Television, Inc. Current
Report on Form 8-K/A filed on April 15, 1997. We also consent to the reference
to us under the heading "Experts" in such Prospectus.

/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP

Washington, DC
September 2, 1997